Delivering
growth,
Faster
together
AnnualReport&Accounts 2024
2
What we do
Why we do it
We have a clear purpose to deliver
a better future through food people love.
The values we all share at Domino’s drive
our passion to deliver excellence every
day across the business, so we continue
to be a favourite brand of a growing
number of customers.
We are part of the global Domino’s system,
the biggest pizza delivery operator in the world.
We hold the exclusive master franchise rights
in the UK & Ireland under long-term agreements
with Domino’s Pizza International Franchising Inc.,
the international arm of Domino’s Pizza Inc.
which is listed on the New York Stock Exchange
and which owns the Domino’s brand across the
globe. Our core business is in the UK & Ireland,
where we have a clear number one market share.
We also have a 12.1% shareholding in
Domino’s Pizza Poland.
Strategic report
Financial and non-financial highlights 1
Purpose, vision and values 2
Chair’s review 4
CEO statement 6
2024 market review 10
Our business model 12
Our strategy 14
Key performance indicators 16
Financial review 18
Risk management 24
Viability statement 30
Engaging with our stakeholders
and workforce 32
Section 172 statement 34
Sustainability 36
Gender diversity 46
Non-financial and sustainability
information statement 47
scan the qr code to learn
moreabout domino’s online
We are Domino’s
Domino’s Pizza Group plc Annual Report & Accounts 2024
READ MORE ON SUSTAINABILITY
AT DOMINO’S in our
sustainability report
Governance
Board of Directors 48
Chair’s introduction to
Corporate Governance 50
Nomination & Governance
Committee report 60
Sustainability Committee report 63
Audit Committee report 65
Directors’ remuneration report 72
Directors’ report 99
Statement of Directors’ responsibilities 103
Financial Statements
Independent Auditors’ report 104
Group income statement 111
Group statement of
comprehensive income 112
Group balance sheet 113
Group statement of changes in equity 115
Group cash flow statement 116
Notes to the Group financial statements 117
Company balance sheet 168
Company statement of changes in equity 169
Notes to the Company
financial statements 170
Five-year financial summary 176
Shareholder information 177
2
System sales
1, 2
(£m)
£1,571.5m
1,571.5
2023
1,540.5
2022
1,456.4
2024
Like-for-like system sales growth
ex VAT and ex splits (%)
3
+0.7%
0.7
2023
5.7
2022
5.3
2024
Reported revenue
2
(£m)
£664.5m
664.5
2023
667.0
2022
600.3
2024
Underlying EBITDA
2,4
(£m)
£143.4m
143.4
2023
134.8
2022
130.1
2024
Statutory profit for the year
(£m)
£90.2m
90.2
2023
115.0
2022
81.6
2024
Underlying earnings per share
2,4
(p)
20.4p
20.4
2023
18.0
2022
18.8
2024
Dividends per share
(p)
11.0p
11.0
2023
10.5
2022
10.0
2024
Share buybacks announced
(£m)
£20m
20.0
2023
90.0
2022
86.0
2024
Free cash flow
(£m)
£84.7m
84.7
2023
97.0
2022
79.0
2024
Non-financial highlights
Total orders (m)
71.7m
2023
70.5m
2022
69.8m
2024
App orders as a percentage
of online orders (%)
76.3%
2023
73.8%
2022
52.2%
2024
1. System sales represent the sum of all sales made by both franchised and corporate stores to consumers in UK & Ireland. These are excluding VAT and are unaudited.
2. FY23 shown on a 52-week basis (unaudited) for purposes of comparability. FY23 was a 53-week year, so the comparator weeks in FY24 are different. The comparable basis
adjusts for this difference, by comparing weeks 1-52 in FY24 with weeks 2-53 in FY23.
3. Like-for-like (excluding splits) system sales performance is calculated for UK & Ireland against a comparable 52-week period in the prior period for mature stores
which were not in territories split in the current period or comparable period. Mature stores are defined as those opened prior to 25th December 2022.
4. Underlying is defined as statutory performance excluding items classified as non-underlying which includes significant irregular costs, significant impairments of assets and other
costs associated with acquisitions and disposals as set out in note 4 to the financial information. For FY24, underlying excludes profit on the disposal of the London Corporate
Stores of £21.4m, £5.0m income relating to historical share-based payment schemes, £5.6m costs relating to the Shorecal acquisition and £3.2m in terminated acquisition costs.
These resulted in a non-underlying tax charge of £7.7m. For FY23, Underlying excludes the £40.6m profit on disposal of the German associate as well as the £1.3m tax charge
relating to historical share-based compensation arrangements.
New store openings
2024
54
2023
61
2022
35
2024
Financial highlights
Strategic report
1Domino’s Pizza Group plc Annual Report & Accounts 2024
governance financial statements
90%
of system
sales are
digital
#1
market share
of the UK pizza
takeaway
market
Our vision
To be the favourite food
delivery and collection brand
with pizza at our heart
Our purpose
Delivering a better future
through food people love
Guided by our values
Our values guide what we do,
the decisions we make and the
way we respond to opportunities
and challenges
WE DO THE RIGHT THING
We care about our impact on our brand,
our colleagues, our communities and
the wider world. So we’re proud to do
the right thing and keep our promises.
We are one team
We respect and celebrate the whole team
for who we are and the value we each
bring. We grab the amazing opportunities
to grow, succeed and live our best work-life.
We love customers
Every decision and action we take
has customers at the heart.
We listen to customers and create
great experiences to delight them and
keep them coming back for more.
We are bold
It takes courage and determination to lead
the field. Dominoids are bold, entrepreneurial,
we aren’t afraid to innovate and learn fast
to become better every day.
We grow and win together
No one can beat us when we’re working
hard and playing hard together. We share
big ambitions, have a growth mindset
and enjoy success as one Domino’s.
PURPOSE, VISION AND VALUES
World-class brand
We strive to be the favourite food delivery
and collection brand in the UK & Ireland.
· We are the leading pizza
takeaway brand in the UK.
· Driven by investment in our national
value and social media campaigns,
to drive sales, brand awareness and
customer engagement.
· Significant customer base with
c.13.5m active customers in the
UK & Ireland, with c.9.5m of these
customers using our app.
Dynamic, digital business
We operate a digitally driven
and responsive business model.
· We have accelerated our evolution to a
truly digital business, with our app driving
growth, reflecting the rapid change in
consumer preference and engagement
across the market.
· After a successful initial loyalty trial we
are now entering the second phase to
drive increased customer frequency.
· Our model is unique in that we offer
delivery to our customers and are also
focused on continuing to grow our
collection business.
Reasons
toinvest
We are accelerating our growth
with our world-class franchise
partners. We have a strong
investment case, building on
our core strengths:
2 Domino’s Pizza Group plc Annual Report & Accounts 2024
Improving
impact
onsociety
Running a
well-governed
company
Reducing our
environmental
Impact
£490m
Announced returns
to shareholders since
March 2021
99.97%
Food availability
in2024
54
new stores
in 2024
UK & IRELAND STORES
SCOTLAND
109
STORES
Underpinned by our sustainability strategy
READ MORE ON SUSTAINABILITY AT DOMINO’S on pages 36-45
NORTHERN IRELAND
46
STORES
REPUBLIC OF IRELAND
68
STORES
WALES
69
STORES
England
1,080
STORES
TOTAL
1,372
STORES
Asset light and highly
cashgenerative
We are a highly cash generative business.
· Our capital allocation framework was
introduced in March 2021 and it governs
how cash is deployed.
· We prioritise re-investment of this cash
into the core business to enhance returns
and drive future growth.
· The framework has a rigorous focus on
delivering shareholder returns and
assessing value-enhancing additional
growth opportunities.
Exceptional supply chain
Our world-class supply chain is the
backbone of the business.
· From four supply chain centres (‘SCCs’),
supplying fresh pizza dough and
ingredients to all our stores, with our
purchasing scale and expertise
benefiting franchisees.
· We are making further investment in
our supply and production facilities,
through increased automation and a
potential new SCC.
Experienced franchise partners
Our network of franchise partners have
exceptionally strong operational expertise
and experience, and are passionate about
our brand.
· With our new five-year Profit and Growth
Framework and together, we are focused
on accelerating the growth of the system.
· Our world-class franchise partners have
driven an acceleration in new stores
openings, rolled out on Just Eat and
Uber Eats and have made material
improvements to customer service
in recent years.
Strategic report
3
governance financial statements
Domino’s Pizza Group plc Annual Report & Accounts 2024
Overview of the year
Domino’s made good strategic progress
in 2024, creating a larger overall system
and growing underlying earnings per share
by 13.3%, despite an uncertain
macro-economic environment.
I am pleased that once again the Domino’s
team and our world-class franchisees
worked together to tackle the challenges
presented by the external environment.
Our collaboration in 2024 is a great example
of what can be achieved when the Domino’s
system works together.
In December we agreed a new five-year
framework with our franchise partners to
capitalise on the significant long-term
growth opportunity in the UK & Ireland.
The framework is a good outcome for
Domino’s and our franchise partners,
providing certainty for both of us to invest
in growth. The new framework underpins
our confidence in our targets of in excess of
1,600 stores delivering £2.0bn of systems
sales by 2028 and 2,000 stores delivering
£2.5bn of system sales by 2033 driving profit
growth across the system. The framework
received unanimous support from franchise
partners and I would like to thank them for
their constructive discussions over the year.
Matt
Shattock
Chair
I would like to thank all
ourcolleagues and franchise
partners for their hard
workindelivering continued
growth in2024.
Chair’s Review
Strategic progress and capital
allocation discipline
2024 was a busy year for Domino’s.
Momentum grew through the year with
like-for-like sales improving in each quarter.
This was testament to the focus from our
team and franchise partners in executing
our key strategic priorities. We delivered
continued improvements in our customer
service, opened 54 new stores, rolled out
on Uber Eats and started a loyalty trial.
We also continued to deliver exciting menu
innovation and maintained our world-class
supply chain efficiency. You can read more
on how we operated and traded through
the year and the strategic progress we have
delivered in Andrew’s report on page 6.
4 Domino’s Pizza Group plc Annual Report & Accounts 2024
Strategic report
5Domino’s Pizza Group plc Annual Report & Accounts 2024
governance financial statements
Our capital allocation framework remains a
priority for the Board and seeks to amplify
shareholder returns through effective and
disciplined use of capital. Domino’s is a
highly cash generative business, enabling us
to invest and return capital to shareholders.
Our first priority is to re-invest back
into the core business to enhance returns
and enable future growth. Total capital
investment in the business this year
was £18.5m.
The second pillar of our capital allocation
framework is a sustainable and progressive
dividend. As a result, we are recommending
a final dividend for the year of 7.5p which,
combined with the interim dividend of 3.5p,
gives a 11.0p full-year dividend, an increase
of 4.8% compared to the prior year.
The Board continues to see an opportunity
to grow the business both through investing in
the core business, but also through additional
growth opportunities. In 2024 we were
pleased to acquire the Shorecal franchise
business in Ireland which has performed
impressively. We also acquired a 12.1%
shareholding in Domino’s Pizza Poland.
We also returned £20m to shareholders
through a share buyback, underscoring the
cash generative nature of our business.
The Board continues to explore targeted,
accretive opportunities, which would be
financed within our existing balance sheet
capacity. Since 2021 we have announced
nearly £500m of shareholder returns,
have increased dividends again in FY24
and remain committed to returning excess
capital in the future.
Leadership changes
Mitesh Patel joined the Board as a
Non-executive Director in June.
Domino’s is a business built on a
network of highly entrepreneurial
franchise partners, and, as a brilliant
entrepreneur himself with significant
expertise of working in franchise
businesses, he is a great addition
to our Board.
The new profitability
andgrowth framework
withour franchise partners
underpins our confidence
inthe medium and long-term
store and salestargets.
Sustainability
Recent progress has included developing our
first Group Nutrition Policy and successfully
rolling out more balanced options such as
‘Cheeky Little Pizzas’ and wraps, both of
which contain under 600 calories and have
been well received by customers. We also
conducted a trial of electric vehicles in our
supply chain delivery fleet, started the
transition to electric refrigeration units
on our trucks, and developed a plastics
improvement plan which, in the coming years,
will significantly increase the amount of
recyclable plastic used in our packaging.
Further information about sustainability is set
out in this Annual Report on pages 36 to 45.
The year ahead
I have advised the Board that I will be
stepping down as Chair of Domino’s Pizza
Group following the Annual General Meeting
on 24 April 2025. Ian Bull, the current Senior
Independent will become Chair at the
conclusion of the Annual General Meeting.
It has been an honour to serve as Chair of
Domino’s over the past five years. This is a
business made up of brilliant people and
world-class franchise partners, and I’m
pleased to be leaving it in the capable hands
of Ian, our strong Board and outstanding
executive team. I wish everyone in the
business every success in the future.
Finally, I would like to once again express
my deep gratitude to all our colleagues,
our franchise partners, our suppliers, our
customers and our shareholders, for your
support throughout the year. Domino’s is
40 years old in the UK in 2025 and we
look forward to another year of progress
with confidence.
Matt Shattock
Chair
10 March 2025
FY24 performance review
System sales
1
were up 2.0% on a 52-week
basis to £1,571.5m and on a comparable
basis, FY24 like-for-like sales, excluding
splits and VAT, were up 0.7%, improving
every quarter in the year. Delivery orders
returned to growth in FY24 and were up
2.4% with collection orders up 0.5%.
Underlying
2
EBITDA was £143.4m, up
6.4% on a 52-week basis with lower supply
chain EBITDA, due to the pass-through of
lower food costs to our franchise partners,
substantially offset by the contribution
from Shorecal and lower technology
platform costs.
Underlying
2
profit before tax was £107.3m,
up 8.4% on a 52-week basis as lower
depreciation was largely offset by
increased finance costs.
Statutory profit after tax was £90.2m,
down from £115.0m on a 53-week basis,
primarily as a result of the disposal of the
investment in the German associate which
generated a non-underlying profit on
disposal of £40.6m in FY23.
Underlying
2
earnings per share increased
13.3% on a 52-week basis to 20.4p in FY24,
driven by increased Underlying EBITDA
and a lower number of shares in issue
from share buyback programmes.
Free cash flow generated by the business
was £84.7m, a decrease from £97.0m in
FY23, primarily due to increased interest and
corporation tax payments during the year as
well as a working capital benefit in FY23.
In line with our capital allocation framework,
we will pay a final dividend of 7.5p, giving a
full year dividend of 11.0p, a 4.8% increase
on FY23.
Substantial strategic progress in
the core UK & Ireland business
In March 2024, we outlined our key
strategic operational goals to give our
customers better service and better value
and therefore to drive profitable growth
for Domino’s and our franchise partners.
We laid out four strategic priorities
to achieve this and we have made
substantial progress against each one.
1. Franchisee profitability
A key objective for FY24 was to work
with our franchise partners to help improve
their store profitability. Despite inflationary
pressures, particularly in labour costs
from the 10% minimum wage increase
in April 2024, our franchise partners
further increased their profitability in FY24.
Average UK store EBITDA (unaudited)
in FY24 grew 6.6% to £168k (FY23: £158k),
generating a 14% EBITDA margin
(FY23: 13%).
In December 2024 we reached a new
five-year Profitability and Growth
Framework (“PGF”) with our franchise
partners to capitalise on the significant
long-term growth opportunity.
This framework underpins our confidence
in our targets of in excess of 1,600 stores
delivering £2.0bn of systems sales by 2028
and 2,000 stores delivering £2.5bn of system
sales by 2033 driving profit growth across
the system. The PGF aligns DPG and
franchise partners through shared
investment and creates a framework
of incentives to drive meaningful new
store openings.
Together with our franchise partners, we have
made significant strategic progress since 2021,
collectively benefiting from an aligned system.
New store openings have accelerated, national
value campaigns have delivered increased
orders, and we have brought more menu
innovations which have been well received by
customers. In addition, app customers have
nearly doubled, our service times have
significantly improved, and GPS technology
was rolled out. We also successfully launched
thank you to our
outstandingcolleagues
and world-class
franchise partners for
another yearofstrategic
progressand growth.
Andrew
Rennie
Chief executive
officer
CEO Statement
6 Domino’s Pizza Group plc Annual Report & Accounts 2024
and scaled nationally on Just Eat and Uber
Eats. The PGF will embed the new ways of
working that have enabled the relationship to
go from strength to strength and ensures
continuation of our mutual achievements of
the last three years.
2. Value for Money
Giving customers compelling value for
money is an essential part of our customer
proposition and key to maintaining the
strength of our brand in the UK and Ireland.
We define ‘value for money’ as the quality of
the product, combined with the service and
image, divided by price. In FY24 we partnered
with our franchise partners to offer a range
of compelling offers throughout the period
with a combination of £8 / £10 / £12 deals
for small, medium and large pizzas as well as
50% off the app and 40% off the web deals.
In April 2024 we launched our £4 lunch offer
providing an incremental opportunity to
target different parts of the day and we have
been pleased with the progress, particularly
in highlighting the value for money which
Domino’s offers customers.
Our customer service stepped up again in
FY24 with continued improvements through
the period. Average delivery times in FY24
were 24.5 minutes, half a minute better
than in FY23. Our franchise partners are
benefiting from the full roll out of our
enhanced GPS solution to all stores in
FY23 as well as extensive national training
programmes. GPS helps store teams optimise
labour costs through more efficient driver
route planning and better co-ordination with
the store. It also enables customers to see
exactly where their order is and provides an
accurate delivery time.
Offering new products to our customers is
essential and we made excellent progress,
with our Award-Winning Innovation team
bringing excitement to existing and new
categories and occasions. Throughout
the year we launched several successful
limited-edition pizzas, under our “Ultimates”
range which offers customers the tastiest
experience of global flavours or on trend
ingredients – Ultimate Carbonara and
Lasagne, Ultimate Spicy Sausage with
Nduja, and Ultimate Korean BBQ Chicken
were all successful, driving strong levels
of incremental sales. The return of our
Festive pizza, combined with the launch
of Mac & Cheese, Hot Cheese Dip and
Chocolate Dough balls with Oreo gave us
our most successful Festive campaign ever.
We also saw success in desserts with
the Domino’s Crème Egg cookie, which
sold out in two weeks, and our Double
Chocolate Caramel cookie. Our innovation
pipeline continues to build under our
outstanding innovation team, and we look
forward to bringing these great products
to our customers.
3. Digital acceleration
Over 90% of Domino’s sales are through
digital channels and our app continues
to be the key driver of our digital growth
strategy. App customers yield higher sales
and have a higher average order frequency
than those who only use the website.
Orders placed on our app, as a percentage
of total online orders, were 76.3% in FY24,
an increase of 2.7ppts vs. FY23 and the
number of active app customers was
stable at c.9.5m.
The primary opportunity for DPG is
increasing our customers’ average order
frequency over time and increasing
frequency is a key focus for FY25. Currently,
our customers order on average 4.3 times a
year. With advancements in our technology
platform, we are now able to interact with
our customers and tailor offers in a far
more targeted, leveraging our customer
base in a compelling way.
We have made good progress with our
plan to introduce a loyalty programme
for our active customer base of c.13.5m.
It is important that this is done in an
effective and profitable way. Our first
trial in August 2024 with c.630k customers
performed ahead of our expectations, driving
incremental orders, and we are now moving
to a second phase trial with c.3m customers,
testing our loyalty models across a wider
range of cohorts and we continue to target
a full roll out in FY26.
4. Convenience
New store openings are a core driver of
growth and we are clearly under-penetrated
compared to competitors in the UK
and also other successful, international
Domino’s systems.
At the start of FY24, we undertook a detailed
review of the growth potential in the UK
and Ireland and identified opportunities
across new territories as well as splitting
existing geographies. More importantly,
our franchise partners are hungry for growth
and have exceptional second-generation
talent who want to grow their businesses.
There is a significant opportunity to build our
scale further and we have targets to have in
excess of 1,600 stores by 2028 and 2,000
stores by 2033 in the UK and Ireland.
shorecal has proved to be an
outstanding acquisition and
we look forward to unlocking
growth in ireland.
Strategic report
7Domino’s Pizza Group plc Annual Report & Accounts 2024
governance financial statements
In FY24 we opened 54 new stores with
21 different franchise partners. Whilst
we are still opening stores in new territories,
we see particular opportunity in smaller
address count territories. These territories
often have limited competition, and our
strong national brand is a significant
competitive advantage. The overall
pipeline is strong for FY25 with 25 stores
in construction or planning approved.
In a continued slow planning environment,
we expect to open in excess of 50 stores
in FY25.
In January 2024 we started a trial on Uber
Eats across UK and Ireland. The data-led
trial enabled customers to order Domino’s
Pizza via the Uber Eats platform, but the
pizzas are delivered by our own Domino’s
delivery drivers. Following the successful
trial which delivered incremental customers
and orders, we rolled out on Uber Eats on a
permanent basis across UK & Ireland in July
2024. Presence on Uber Eats complements
our existing partnership with Just Eat, with
Uber Eats performing well in London, the
South and major city centre locations.
Capital allocation and additional
growth opportunities
Domino’s is a highly cash generative
business and we have continued to apply
our four-point capital allocation framework,
introduced in March 2021, to deploy cash
generated by the business.
Investment to drive growth in the core UK
& Ireland business remains our number one
priority and we invested £18.5m in capital
expenditure in FY24. This included the
development of our supply chain centre
in Ireland and investment in our digital
and technology infrastructure.
In line with our commitment to pay a
sustainable and progressive dividend,
we have declared a final dividend of 7.5p per
share, giving a full year dividend of 11.0p per
share an increase of 4.8% on the prior year.
Alongside investment in the core UK
& Ireland business we have continued
to focus on optimising our portfolio to
improve performance, returns and also to
invest in additional growth opportunities.
In FY24 we completed the disposal of
our corporate stores in London to a select
number of new and existing medium-sized
franchise partners for a total consideration
of £34.8m.
We also acquired full control of Shorecal in
April, the largest Domino’s franchise business
operating 34 stores in the Republic of Ireland
and Northern Ireland. The Republic of Ireland
and Northern Ireland represent a significant
opportunity for us to accelerate growth as
we are underpenetrated compared to
England, Scotland and Wales. We are well
placed to drive growth in the region with
increased supply chain capacity in Naas
following our recent investment. In FY24 we
started to unlock the growth in Ireland with
a record year of new store openings. 16 new
stores opened in the Republic of Ireland and
Northern Ireland, double the previous record.
Within Shorecal, we have delivered value
to customers through targeted promotions,
including a compelling collection offer
at the end of FY24. There is no change
to our capital light model and we will look
to refranchise Shorecal stores. We are now
in an even stronger position to accelerate
our growth, open new stores, and provide
great service and great tasting products
to our customers.
We completed a £11.4m investment in
DP Poland plc (‘DPP’), as part of a broader
fundraising by DPP, resulting in a 12.1%
stake of DPP’s issued share capital.
DPP is a high-performing business, operated
by an experienced management team, with
significant growth potential.
In March 2025 we purchased an additional
24% of Victa DP Ltd, our joint venture
in Northern Ireland, bringing DPG’s
shareholding to 70%. Net cash consideration
of £25.6m was paid, £7.2m for the additional
24% equity and net debt funding of £18.4m.
This is consistent with our strategy of
unlocking growth in Northern Ireland and
Republic of Ireland following the acquisition
of Shorecal and the investment in the Ireland
supply chain centre.
We continue to explore target, accretive
opportunities for a second brand, where
we can leverage the scale and capabilities
of the Group and deliver attractive returns
to shareholders. We are focusing on
opportunities which are in line with our
guardrails and which would be financed
within our existing balance sheet capacity.
Our current pipeline is of a size that could be
financed from existing facilities enabling us
to remain within our target leverage range.
Operating within a normalised leverage
range of 1.5x – 2.5x net debt to Underlying
EBITDA, we remain committed to returning
any surplus cash to shareholders. Net debt
was £265.5m at December 2024, with
leverage of 1.93x, within our target range.
Finally, in August 2024 we announced a
£20m share buyback which completed in
September 2024. Since 2021 we have
announced nearly £500m of shareholder
returns, have increased dividends again in
FY24 and remain committed to returning
excess capital in the future.
Delivering our sustainable future
In FY24, we made significant strides in our
‘Connect the Dots’ sustainability journey
at Domino’s, achieving several firsts for
the Group. We published our inaugural
sustainability report outlining our short
to mid-term ambitions and our FY23
progress; our first nutrition policy was
developed, underpinning our efforts to
offer a more balanced range of choices
to customers; we commenced a trial of
electric vehicles in our SCC delivery fleet,
as part of our greener fleet strategy; secured
commitments from several large suppliers
regarding their respective efforts to reduce
carbon emissions; developed a roadmap for
removing problem plastics from our system;
issued improved communications to
customers regarding how to recycle their
pizza boxes; and collected over £1m in
CEO Statement continued
This year Our strategic
initiatives drove improved
trading momentum through
the year, and i’m particularly
pleased to see the strong
recovery in delivery.
8 Domino’s Pizza Group plc Annual Report & Accounts 2024
donations from colleagues and customers
for our national charity partners.
FY24 also saw Domino’s Pizza Group
refocus its ‘Connect the Dot’s’ Sustainability
programme to prioritise those areas we know
our key audiences see as the most important.
Many of the ‘Connect the Dots’ initiatives
will now be absorbed into the business as
part of day-to-day activities. In FY25, the
Sustainability function will focus on ensuring
delivery on the highest priority ESG items
including Carbon reduction; offering more
balanced menu options; and mitigating the
risk of modern slavery in our operations.
These accomplishments represent important
progress in our ongoing commitment to
sustainability and achieving our corporate
purpose of delivering a better future
through food people love. We look forward
to providing a more detailed update in our
second Sustainability Report which will be
published alongside the Annual Report &
Accounts in March 2025.
Total orders were up 1.7%. This was driven
by a 2.4% growth in delivery orders and 0.5%
growth in collection orders. Delivery orders
saw a meaningful improvement quarter on
quarter in FY24 and were up 7.9% in Q4.
This was driven by intense focus on customer
service and improved delivery times from
our franchise partners combined with
continued value in the channel. Collection
orders declined quarter on quarter in FY24
against tough comparator periods. Collection
orders were up 0.5%, remain well ahead
of pre-Covid levels and we still believe they
have the potential to be c.50% of total orders
in the long term.
Andrew Rennie
Chief executive officer
10 March 2025
1. System sales represent the sum of all sales made by both franchised and corporate stores to consumers in UK & Ireland. These are excluding VAT. Like-for-like (excluding splits) system
sales performance is calculated for UK & Ireland against a comparable 52-week period in the prior period for mature stores which were not in territories split in the current period or
comparable period. Mature stores are defined as those opened prior to 26th December 2022.
2. Underlying is defined as statutory performance excluding items classified as non-underlying which includes significant irregular costs, significant impairments of assets and other costs
associated with acquisitions and disposals as set out in note 6 to the financial information. For FY24, underlying excludes profit on the disposal of the London Corporate Stores of
£21.4m, £5.0m income relating to historical share-based payment schemes, £5.6m costs relating to the Shorecal acquisition and £3.2m in terminated acquisition costs. These resulted in a
non-underlying tax charge of £7.7m. For FY23, Underlying excludes the £40.6m profit on disposal of the German associate as well as the £1.3m tax charge relating to historical
share-based compensation arrangements. In Ireland, the VAT rate for hot takeaway food reduced from 13.5% to 9% on 1 November 2020 and reverted to 13.5% on 1 September 2023.
3. Like-for-like (excluding splits) system sales performance is calculated for UK & Ireland against a comparable 52-week period in the prior period for mature stores which were not in
territories split in the current period or comparable period. Mature stores are defined as those opened prior to 26th December 2022.
4. In Ireland, the VAT rate for hot takeaway food reduced from 13.5% to 9% on 1 November 2020 and reverted to 13.5% on 1 September 2023.
5. FY23 was a 53-week year, so the comparator weeks between FY23 and FY24 are different. The comparable basis adjusts for this difference, by comparing weeks 1-52 in FY24 with
weeks 2-53 in FY23.
FY24 trading review
System sales represent all sales made by both franchised and corporate stores to customers.
Total system sales were £1,571.5m, up 2.0% on FY23. On a comparable basis, FY24 like-for-
like system sales across UK & Ireland were up 0.7%, excluding split stores and the different
VAT rate in Ireland. The quarterly analysis of this performance is in the table below.
UK & Ireland Q1 24 Q2 24 H1 24 Q3 24 Q4 24 H2 24 FY24
Reported LFL exc. splits
3
and
exc. VAT
2
(2.1)% (0.8)% (1.4)% +1.4% +2.8% +2.1% +0.3%
LFL exc. splits
3
and exc. VAT
4
on
a comparable basis
5
(0.5)% (0.4)% (0.5)% +0.7% +3.0% +1.9% +0.7%
UK & ROI
Total (All Stores) Total (All Stores)
System Sales Volume Price Orders (m)
YOY Order
Growth on a
reported basis
YOY Order
Growth on a
comparable
basis
Total
Q1 (0.4)% (3.1)% +2.7% 17.7m (1.8)% (0.8)%
Q2 +0.7% (1.9)% +2.6% 17.4m +0.1% +0.6%
H1 +0.2% (2.5)% +2.7% 35.1m (0.9)% (0.1)%
Q3 +3.0% +0.9% +2.1% 17.4m +4.3% +3.5%
Q4 +4.5% +1.5% +3.0% 19.2m +4.2% +5.0%
H2 +3.8% +1.3% +2.5% 36.6m +4.3% +4.3%
FY +2.0% (0.7)% +2.7% 71.7m +1.7% +2.1%
Delivery only
Q1 (1.8)% (4.3)% +2.5% 11.5m (5.0)% (3.9)%
Q2 +0.9% (1.6)% +2.5% 11.1m 0.0% +1.1%
H1 (0.5)% (3.0)% +2.5% 22.6m (2.6)% (1.5)%
Q3 +5.0% +3.1% +1.9% 11.1m +7.1% +6.6%
Q4 +6.5% +3.8% +2.7% 12.6m +7.9% +8.0%
H2 +5.8% +3.5% +2.3% 23.7m +7.5% +7.3%
FY +2.6% +0.1% +2.5% 46.3m +2.4% +2.8%
Collection only
Q1 +4.5% +0.8% +3.7% 6.2m +4.7% +5.5%
Q2 +0.2% (2.6)% +2.8% 6.3m +0.2% (0.3)%
H1 +2.3% (0.9)% +3.2% 12.5m +2.4% +2.5%
Q3 (2.5)% (4.0)% +1.5% 6.3m (0.3)% (1.5)%
Q4 (1.7)% (4.3)% +2.8% 6.6m (2.2)% (0.3)%
H2 (2.1)% (4.2)% +2.1% 12.9m (1.3)% (0.9)%
FY 0.0% (2.7)% +2.7% 25.4m +0.5% +0.8%
Total orders represent the total amount of orders placed by customers with Domino’s.
The table above shows total orders, also split by the delivery and collection channel. Volume
represents total orders, the amount of items in each order and product mix of each order.
Strategic report
9Domino’s Pizza Group plc Annual Report & Accounts 2024
governance financial statements
£14.6bn
The total
GB takeaway
marketin2024
3.2%
growth in 2024
2024 market review
Domino’s has a business model which can respond to the market backdrop and pivot to what
customers expect, offering both delivery and collection. Below we discuss the longer-term
trends in the market, and how we are responding to them to drive sustainable growth.
Sustainability
Industry trends
· Customers want to be able to make healthier choices,
while government policy is focused on reducing obesity.
· There’s been an increase in allergies in the last decade.
High-profile tragedies have focused the UK Government
on the issue.
· All businesses have a role to play in addressing global
climate change, by reducing emissions and driving more
sustainable energy use.
· Diversity, equity and inclusion are essential for a thriving
workplace. Companies are increasingly expected to
show they embrace a diverse workplace.
Opportunities for Domino’s
· We have developed a new healthier menu strategy,
to provide customers with more choices. We are also
focused on providing transparent nutritional information.
· We engage with the UK Government to provide
our views on national debates regarding obesity.
· Robust allergen management is integrated within our
Food Safety Management system. We also partner
with organisations such as the Natasha Allergy
Research Foundation.
· We have committed to achieving Net Zero carbon emissions
by 2050, a target that has been validated by the Science
Based Targets initiative (SBTi).
· We continue to build a culture designed to attract and
retain people with a range of backgrounds, identities
and perspectives across our business.
Changing market
dynamics
Industry trends
· The total GB takeaway market was worth £14.6bn
in 2024, growing by 3.2% year-on-year1.
Opportunities for Domino’s
· We plan to have 1,600 stores by 2028 and 2,000 by
2033 further strengthening our competitive position.
· We have a clear strategy in both delivery and collection
to accelerate our growth and increase our market share.
· We will also focus on broadening our offer to different
parts of the day.
1. Copyright © Kantar UK Limited 2024. All use is subject to Kantar UK Limited’s
terms and conditions. Kantar shall not be liable for any loss howsoever arising from
or in connection with the interpretation of, or any action taken by it based on, any
conclusions, findings or recommendations which are required of Kantar as part of
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10 Domino’s Pizza Group plc Annual Report & Accounts 2024
90%
of orders
are digital
76.3%
of digital orders
are on our app
Evolving consumer
behaviour
Industry trends
· Consumers increasingly order through digital channels.
· Customers are increasingly using apps to order and
expect a more sophisticated digital customer journey.
Opportunities for Domino’s
· Over 90% of Domino’s sales are through digital channels
and our app continues to be the key driver of our digital
growth strategy.
· App customers yield higher sales and have a higher average
order frequency than web only customers.
· We have invested in our digital capabilities and team over the
last two years and our work in this area has been successful.
76.3% of digital orders are now placed on our app up from
52.3% in 2022.
· We have also developed a successful aggregator strategy
and Domino’s is fully rolled out on Just Eat and Uber Eats.
· There is now a significant opportunity to increase customer
frequency with loyalty, and following a successful initial trial
with c.630k customers we are moving to the second phase
with c.3m customers.
Macro-economic
environment
Industry trends
· Inflation and deflation impacts both our business model
and our franchise partners as we pass through inflationary
and deflationary food costs.
· Food costs can be negatively impacted by general cost
price inflation, foreign exchange movements and other
market pressures such as conflict and poor harvests.
· Across the UK, companies are facing increases in National
Insurance contributions and National Living Wage increases.
Opportunities for Domino’s
· We have significant scale and buying power and work
closely with our supplier base to ensure food price
increases are mitigated wherever possible. For the majority
of our products we buy, we have dual suppliers.
· Our supply chain maintained outstanding
availability (99.97%) in FY24.
· Our focus on the collection market as a growth
opportunity for the system also improves labour
efficiency, as collection does not require a delivery
driver to take the order to a customer’s house.
· Our store economics are better than most operators
in the QSR sector, with low opening costs, high sales,
flexibility in labour costs and low rents. This gives us a
strong platform to compete in the current uncertain market.
99.97%
supply chain
availabilitY
Strategic report
11Domino’s Pizza Group plc Annual Report & Accounts 2024
governance financial statements
Our approach to Sustainability
When it comes to sustainability we’re taking
action in a number of areas we felt were important.
When connected together, they have huge
potential to deliver a better future.
SCAN THE QR CODE TO LEARN
MORE ABOUT DOMINO’S
APPROACH TO SUSTAINABILITY
our business model
Creating long-term sustainable value with our asset-light business model.
Our corporate purpose is the
guiding star for our business
In 2024 we continued to put our purpose front and
centre for our colleagues, who understand the
importance of it and their role in bringing it to life.
Our focus this year was to strengthen our partnerships
with our charities and increase colleague participation
in fundraising initiatives. We also prioritised better
communication across Domino’s to ensure our
purpose continues to guide us every day.
Key stakeholder groups
Colleagues
Create pride in working for an inspiring,
supportive, progressive employer, that
cares about its colleagues’ wellbeing
and development, and attracts and retains
the best talent
Customers
Show how we are doing the right things and so
are a brand they should spend their money with
Franchise Partners
Ensure understanding that our purpose and
business strategy are key to the long-term
success of the entire Domino’s system
Investors
Demonstrate we are evolving into a more
forward-thinking, purpose-led business that
can continue generating sustainable returns
Suppliers
An efficient supply chain is integral to the Group’s
business model, and the relationship with our
suppliers is a key element in achieving our
operational goals
What our franchise partners do
COOK
an increasingly wide range of freshly made
food from high-quality ingredients
SELL
to customers with 90% of system
sales through digital channels
PRICE
set locally by our franchise partners and
with a wide range of pricing strategies.
We are also able to offer national value
campaigns to our customers
DELIVER
piping-hot food with an average delivery time
of 24.5 minutes in 2024, half a minute faster
than in 2023. Delivery orders grew 2.4% in 2024
COLLECT
from one of our 1,372 stores.
Collection orders grew 0.5% in 2024
12 Domino’s Pizza Group plc Annual Report & Accounts 2024
Improving
impact
onsociety
Running a
well-governed
company
Reducing our
environmental
Impact
The value we create
Customer Satisfaction
customers’ overall satisfaction
64%
no change vs 2023
Profitable Franchise Partners
average 2024 UK franchise partner store EBITDA
(adjusted for VAT)
£168K
+6.6% vs 2023
Rewarded Investors
Dividend per share, up 4.8% year-on-year and
£20m share buyback announced in 2024
11.0P
+4.8% VS 2023
Gave To Charity
charitable donations
£1.0m
+1.5% VS 2023
Remunerated Master Franchise
of system sales paid to DPI in royalties
2.7%
What we do
MARKET
through national value and brand-building
initiatives. These are complemented with
local and tactical initiatives, and we are
#1 for pizza brand awareness in the UK
SOURCE
high-quality, fresh ingredients, spending
£250m per year with our trusted suppliers
MAKE
46m kilos of fresh dough in our UK & Ireland
supply chain centres, and supply 33m food and
non-food items to our franchised and corporate
stores through our in-house logistics fleet
INNOVATE
to keep our menus exciting, we regularly
launch new products, including loaded fries,
wraps and Italianos
GROW
through our digital initiatives and
new store openings (54 in 2024)
Strategic report
13Domino’s Pizza Group plc Annual Report & Accounts 2024
governance financial statements
our strategy
OUR FOCUS AREAS FOR
DELIVERINGTHE FUTURE
In 2024 we were focused on four key
areas to drive sustainable growth.
Below we provide an update on progress
made in the year and where our focus will
be in 2025.
1
FRANCHISE PARTNER
PROFITABILITY
The opportunity
· Following the new five-year
Profitability and Growth Framework
we will accelerate growth alongside
our franchise partners
· Leverage the world-class operational
skills of our franchise partners
· Continue to broaden our franchise
partner base with our Home Grown
Hero programme
2024 progress
· New five-year Profitability and
Growth Framework agreed
· Average store EBITDA up
6.6% vs. FY23 to £168k
· Average store margin up from
13% in FY23 to 14% in FY24
2025 focus
· Embedding the new Profitability
and Growth Framework
· Operational efficiencies given
labour cost increases from
April 2025
· Continued development of
second generation leaders
2
VALUE FOR
MONEY
The opportunity
· Our Value for Money equation is
great product and service, divided
by price, gives Value for Money
· Giving customers compelling value is
essential in the current environment
· Differentiate Domino’s from
the competition
2024 progress
· Strong national value campaigns,
including Price Slice at the start
of the year
· Material improvement in service
with average delivery times more
than 0.5 minute better than in FY23
· Strong new product launches,
including the Crème Egg cookie
and wraps
2025 focus
· Maintain compelling value with
continued National Price campaigns
· Continue to improve our
outstanding delivery times
and reduce late orders
· Strong pipeline of new menu
concepts in trial and new
launches such as ‘Loaded Veg’
14 Domino’s Pizza Group plc Annual Report & Accounts 2024
3
DIGITAL
The opportunity
· Continue to drive customers
to our app
· App customers have higher order
frequency and yield higher basket
sizes than web-only customers
· Drive increased frequency
through loyalty
2024 progress
· Now have c.9.5m active app
customers out of a total
customer base of c.13.5m
· 76.3% of digital orders are
now placed on the app up
2.7ppts vs. FY23
· Loyalty trial with c.630k customers
performed ahead of expectations
2025 focus
· Move to second phase of loyalty
trial with c.3m customers with a
potential full launch in FY26
· Targeting increased order frequency
through a series of initiatives
· Continue to increase
personalisation through
the app
4
CONVENIENCE
The opportunity
· Make our great product even more
accessible to our customers
· We do this through opening new
stores which open new markets and
bring customers closer to a store
· We also drive incremental new
orders through new channels
such as aggregators
2024 progress
· 54 new stores opened with
21 different franchise partners –
115 stores opened in the last
two years
· Continued success in opening stores
in lower address count areas
· Initial trial and then full roll out on
Uber Eats has driven incremental
customers and orders
2025 focus
· Targeting in excess of 50 new stores
in FY25 as we move towards our
target of 1,600 stores by 2028 and
2,000 stores by 2033
· Embed Uber Eats following roll
out in FY24
· Continue to grow incremental
orders on Just Eat
Strategic report
15Domino’s Pizza Group plc Annual Report & Accounts 2024
governance financial statements
uk & ireland
systemsales
(£m)
1,571.5
2023
1,540.5
2022
1,456.0
2024
Description
System sales represents
the most useful indicator
of the overall strength of
the Domino’s brand.
This metric measures the
total sales of the Group’s
franchisee and corporate
store system in the UK &
Ireland. System sales do
not represent revenue
attributable to Domino’s
as it is derived mainly
from stores owned
by franchise partners.
Performance
System sales grew 2.0% in
2024. This was driven by
working collaboratively
with our franchise
partners, focusing on
our key priorities for the
year, continued digital
progress, the roll out
on Uber Eats and giving
our customers great
service and value in an
uncertain market.
Link to Strategy
1 432
app orders as a
percentage of
online orders (%)
76.3
2023
73.6
2022
52.2
2024
Description
Our app is a key driver
of our digital strategy.
The number of customers
using our app has
significantly increased
over the last three years,
and we are focused on
moving more customers
to the app as they have
a higher customer
lifetime value.
Performance
We saw a continued
increase in the amount of
online orders placed on
the Domino’s app in
2024. App orders as a
percentage of online
orders were 76.3%, an
increase of 2.7 ppts over
2023. In 2024 we started
a loyalty trial with a group
of 630k customers and
look forward to the next
phase of the trial, with
c.3m customers, in 2025.
Link to Strategy
1 432
new store
openings
54
2023
61
2022
35
2024
Description
New stores are a driver
of growth. They increase
the scale of the system,
raising the profile of the
brand and increasing
value for all franchise
partners. In addition,
they are a signal of good
financial returns for
franchise partners.
Performance
We opened 54 new
stores in 2024 across
21 different franchise
partners, in a slow
planning environment.
We continue to see a
significant opportunity
to open stores in the
UK & Ireland and are
targeting 1,600 stores
by 2028 and 2,000
stores by 2033.
Link to Strategy
1 432
delivered
ontime
(%)
80.0
2023
78.8
2022
74.8
2024
Description
Customer service is key
to the long-term success
of Domino’s, and one
of the most important
aspects is speed of
delivery. The quicker our
customers receive their
order, the better tasting
the pizza and the more
likely they are to order
again. We aim to deliver
pizzas to customers
within 30 minutes of
being ordered. The metric
represents the proportion
of orders that meet
this target.
Performance
Service continued to
improve in 2024 as
a result of a dedicated
focus from DPG and
our franchise partners.
The number of orders
delivered on time
improved by 1.2 ppts
to 80.0%. We are all
focused on continuing to
improve this key metric
for our customers.
Link to Strategy
1 432
underlying
ebitda
(£m)
2023
134.8
2022
130.1
143.42024
Description
Underlying EBITDA is
a key profitability metric
and gives an indication
of the underlying
performance of
the business.
Performance
Underlying EBITDA
was £143.4m, up 6.4%
compared to last year.
This was driven by
an increase in system
sales, contribution from
Shorecal, continued
store growth and lower
technology platform costs.
Link to Strategy
1 432
In order to continue to implement, develop and measure the Group’s strategic performance,
we monitor 10 financial and non-financial key performance indicators (‘KPIs’).
16 Domino’s Pizza Group plc Annual Report & Accounts 2024
key performance indicators
net debt
(£m)
265.5
2023
232.8
2022
253.3
2024
Description
Net Debt is defined as the
bank revolving facilities,
private placement
facilities, cash and cash
equivalents and other
loans, including balances
held in disposal groups
held for sale. As discussed
in the CEO’s statement
on page 8, our capital
allocation framework
aims for normalised Net
Debt to Underlying
EBITDA leverage of
1.5x–2.5x.
Performance
In line with guidance, net
debt increased by £32.8m
during the year, with free
cash flow generated and
the sale of our London
corporate stores offset
with the acquisition of
Shorecal, the investment
in Domino’s Pizza Poland,
increased dividend
payments and a £20m
share buyback
programme.
Link to Strategy
1 432
free
cash flow
(£m)
84.7
2023
97.0
2022
79.0
2024
Description
Free cash flow is our main
cash performance metric
and gives an indication of
the cash generated from
our trading activities.
Performance
Free cash flow was
£84.7m, down from
£97.0m in 2023
primarily due to
increased interest
and corporation tax
payments during
the year as well as a
working capital benefit
in FY23.
Link to Strategy
1 432
underlying
earnings per
share (p)
20.4
2023
18.0
2022
18.8
2024
Description
Underlying earnings
per share (“EPS”)
represents the net
profit attributable to
each share, after taking
into account tax and net
finance costs, and the
change in the number of
shares from year-to-
year. It excludes one-off
or irregular items.
Performance
Underlying basic EPS
increased 13.3% to
20.4p as a result of
higher underlying profit
after tax as well as lower
number of weighted
average shares due to
the share buyback
programme.
Link to Strategy
1 432
dividend
per share
(p)
11.0
2023
10.5
2022
10.0
2024
Description
Our asset-light
business is highly cash
generative, and we use
a capital allocation
framework to maximise
shareholder returns.
In line with the capital
allocation framework
we have a sustainable
and progressive
dividend policy.
Performance
Full-year dividend
proposed of 11.0p per
share, representing a
4.8% increase compared
to 2023.
Link to Strategy
1 432
share buybacks
announced
(£m)
2023
90.0
2022
86.0
20.02024
Description
Our asset-light business
is highly cash generative
and we use a capital
allocation framework to
maximise shareholder
returns. In line with
the capital allocation
framework, after
investing in the core
business, paying a
sustainable and
progressive dividend
and evaluating additional
growth opportunities,
we will return surplus
cash to shareholders.
Performance
£20m share buyback
programme announced
in August 2024 and
completed in September
2024. The £90m
programme in 2023
included £70m related to
the receipt of proceeds
from the disposal of the
German associate.
Link to Strategy
1 432
2
Value for
Money
3
Digital
4
Convenience
strategy key
Franchise Partner profitability
and organisation
1
Strategic report
17Domino’s Pizza Group plc Annual Report & Accounts 2024
governance financial statements
Edward
Jamieson
Chief Financial
Officer
Our trading performance
andfocus on our strategic
focus areas has delivered
underlying earnings per
sharegrowth.
Financial review
FINANCIAL HIGHLIGHTS
· The 2024 year comprised 52 weeks
whereas the 2023 year comprised
53 weeks. In this section, all figures
are based on a 52-week versus 52-week
basis unless otherwise stated.
· Underlying EBITDA of £143.4m, an
increase of £8.6m, which includes £5.5m
as a result of the acquisition of Shorecal in
the period, together with £4.5m reduction
in technology platform costs.
· Underlying EBIT increased by £11.8m to
£125.0m due to the increased EBITDA and
lower depreciation and amortisation from
legacy IT systems.
· Free cash flow before non-underlying
items decreased by £11.9m to £97.0m,
primarily due to increased interest and
corporation tax payments during the
year as well as a working capital benefit
in FY23.
· Capital allocation items of £116.8m
includes capital expenditure of £18.5m,
distributions to shareholders of £67.9m,
the acquisition of Shorecal of £48.7m and
the £11.4m investment in DP Poland,
partially offset by the £32.8m proceeds
from the disposal of the London
corporate stores.
· Overall net debt increased by £32.7m,
resulting in a pre-IFRS 16 leverage ratio of
1.93x up from 1.77x in the previous year.
· Total dividend for FY24 of 11.0p per share,
with final dividend of 7.5p proposed to be
paid on 7 May 2025 to shareholders on the
register as at 4 April 2025.
· Underlying profit before tax of £107.3m,
an increase of £8.3m, which includes net
finance costs of £17.7m, an increase of
£3.5m on the previous year due to
increased interest on the Group’s debt
facilities as a result of higher average
net debt.
· Underlying profit after tax of £80.3m, an
increase of £6.6m on the previous year.
This includes taxation of £27.0m.
· Non-underlying profit after tax of £9.9m
includes profit on disposal of the London
Corporate Stores of £21.4m, £5.0m income
relating to historical share-based payment
schemes, £5.6m costs relating to the
Shorecal acquisition and £3.2m in
terminated acquisition costs. These
resulted in a non-underlying tax charge
of £7.7m.
· Statutory profit after tax was £90.2m,
a decrease of £22.8m from the previous
year, largely due to the profit on disposal
of the German associate in FY 23.
18 Domino’s Pizza Group plc Annual Report & Accounts 2024
£107.3m
Underlying profit
before tax
2024 Results
52 weeks ended
29 December
2024
£m
Reported
52 weeks ended
24 December
2023
£m
(Unaudited)
53 weeks ended
31 December
2023
£m
Reported
Group Revenue 664.5 667.0 679.8
Underlying EBITDA 143.4 134.8 138.1
Depreciation,
amortisation and
impairment (18.4) (21.6) (21.9)
Underlying EBIT 125.0 113.2 116.2
Underlying net
finance costs (17.7) (14.2) (14.5)
Underlying profit
before tax 107.3 99.0 101.7
Underlying tax charge (27.0) (25.3) (26.0)
Underlying profit
after tax 80.3 73.7 75.7
Non-underlying items 9.9 39.3 39.3
Statutory profit after tax 90.2 113.0 115.0
Reported Revenue
Our key metric for measuring the revenue performance of the Group
is system sales, rather than our Group revenue. System sales are the
total sales to end customers through our network of stores, for both
franchise partners and corporate stores. Our Group revenue consists
of food and non-food sales to franchise partners, royalties paid by
franchise partners, contributions into the National Advertising Fund
(‘NAF’) and ecommerce funds, rental income and end-customer sales
in our corporate stores.
Within our Group revenue, the volatility of food wholesale prices,
together with the combination of different revenue items, means that
analysis of margin generated by the Group is less comparable than an
analysis based on system sales. We consider that system sales provide
a useful alternative analysis over time of the health and growth of
the business.
Reported system sales in the period were £1,571.5m, up 2.0% from
FY 23 as described in the strategic report.
The table below shows the Group’s reported revenue:
52 weeks ended
29 December
2024
£m
Reported
52 weeks ended
24 December
2023
£m
(Unaudited)
53 weeks ended
31 December
2023
£m
Reported
Supply chain revenue 443.7 470.7 479.1
Royalty, rental &
other revenue 83.3 83.5 85.6
Corporate stores revenue 53.2 32.5 33.1
NAF & ecommerce 84.3 80.3 82.0
Total 664.5 667.0 679.8
Reported revenue decreased by £2.5m to £664.5m, primarily driven
by a decrease in supply chain revenue due to reduction in food costs,
which are passed through to our franchise partners.
Royalty, rental and other revenues primarily relate to the royalty
revenue we receive from our franchise partners based on a
percentage of system sales and rental income.
Revenue for our directly operated corporate stores increased by
£20.7m due to the acquisition of Shorecal on 10 April 2024. This was
partially offset by the decrease in revenue from the London Corporate
stores, which were disposed of mid-year. NAF and ecommerce
revenue was up £4.0m due to increased spend in the period,
as revenue is recognised based on costs incurred at nil profit.
Underlying EBITDA
The Group generated an underlying EBITDA of £143.4m, an increase
of £8.6m on the previous year. This includes an EBITDA benefit of
£5.5m relating to the acquisition of Shorecal during the year and a
£4.5m reduction in technology platform costs, which are discussed
further below. This was offset by the profit of £2.3m recognised in
FY 23 relating to a sale of freehold property. Excluding these items,
underlying EBITDA remained relatively stable and increased by £0.9m.
EBITDA from royalties increased by £0.9m as a result of increased
system sales in the period, together with increased contribution
from investments of £1.4m, which is largely driven by our Northern
Ireland Joint Venture, and £1.1m of cost savings. This was offset
by reductions in our supply chain EBITDA of £2.6m, as reduced
revenue due to lower food costs was offset by £1.8m decrease in
head office costs.
Strategic report
19Domino’s Pizza Group plc Annual Report & Accounts 2024
governance financial statements
Financial review continued
Interest
Net underlying finance costs in the period were £17.7m, which
includes interest on net debt of £16.6m and net lease interest
payable of £1.1m.
Interest on debt facilities of £16.6m increased by £3.2m on the
previous year, due to increased average net debt following the
Shorecal acquisition as outlined in the cash flow section below.
During the period, the Group increased its debt facilities with an
additional £100m in Private Placement Loan Notes due in 2034
at a fixed rate of 5.97%, this largely replaced the Group’s variable
rate borrowings. The Group now has combined debt facilities
available of £500m (FY23: £400m).
Taxation
The underlying effective tax rate for 2024 was 25.2% (FY 23: 25.6%).
The decrease in the effective tax rate is due to a one-off adjustment
made in the prior year to reflect historical services provided between
our UK and Irish subsidiary.
Underlying profit after tax increased to £80.3m driven by an
increased underlying EBIT offset by higher net finance costs
and taxation outlined above.
Non-underlying items
Non-underlying profit after tax of £9.9m includes a £21.4m profit
on disposal of the London Corporate stores, as well as net
reversionary income of £5.0m relating to amounts receivable from
the beneficiaries of the historical share-based payment scheme.
Terminated acquisition costs of £3.2m were incurred which relate
to legal and advisory fees on an acquisition that did not complete.
Legal and advisory costs of £2.3m were incurred on the acquisition
of Shorecal. An amortisation charge of £3.3m was incurred on
reacquired rights recognised upon the acquisition of Shorecal.
A tax charge of £7.7m was incurred on the above
non-underlying items.
In FY23 non-underlying items of £39.3m included the profit
on disposal of the Group’s investment in the German associate
of £40.6m and a tax charge of £1.3m on the historical
share-based payment scheme.
Statutory profit after tax and earnings per share
Statutory profit after tax was £90.2m, a decrease of
£22.8m from the previous year.
Statutory EPS decreased to 22.9p from 28.0p, largely due to
the profit on disposal of the German associate in FY 23.
Underlying basic EPS increased to 20.4p as a result of higher
underlying profit after tax as well as a lower number of weighted
average shares due to the share buyback programme, which more
than offset the share issuance in relation to the Shorecal acquisition.
Technology platform costs
FY24
EBITDA
£m
Amortisation
and
impairment
£m
Profit
before
tax
£m
Capital
expenditure
£m
ERP (4.4) – (4.4) –
ecommerce platform – (1.4) (1.4) –
Total (4.4) (1.4) (5.8) –
FY23
EBITDA
£m
Amortisation
and
impairment
£m
Profit
before
tax
£m
Capital
expenditure
£m
ERP (6.4) (1.4) (7.8) –
ecommerce platform (2.5) (0.5) (3.0) (5.7)
Total (8.9) (1.9) (10.8) (5.7)
During the year, we continued to develop and implement the new
cloud-based ERP system, which enables us to capture growth in
future and drive efficiencies. There has been a successful deployment
of the ERP across our head office function and the Cambuslang
supply chain centre, the remaining SCCs are expected to go live
and be operational by H2 25.
Our business model and freecash
flowgeneration means that we can
continuetoinvestin the business
todrivelong-term growth whilst
deliveringshareholderreturns.
20 Domino’s Pizza Group plc Annual Report & Accounts 2024
Within EBITDA, costs of £4.4m have been recognised which relate to the ERP. These represent costs spent on development of these assets,
which are expensed through the income statement rather than capitalised as intangible assets, as they relate to cloud platforms.
This represents the full spend on the project in the year to date.
Amortisation of £1.4m was incurred on the ecommerce platform.
Free cash flow and net debt
52 weeks ended
29 December
2024
£m
Reported
53 weeks ended
31 December
2023
£m
Reported*
Underlying EBITDA 143.4 138.1
Add back non-cash items
– Contribution of investments (3.3) (2.0)
– Other non-cash items 3.8 1.9
Working capital (1.6) 10.2
IFRS 16 – net lease payments (5.6) (6.3)
Dividends received 2.6 3.0
Net interest (15.7) (13.1)
Corporation tax (26.6) (22.9)
Free cash flow before non-underlying cash items 97.0 108.9
Non-underlying cash (12.3) (11.9)
Free cash flow 84.7 97.0
Capex (18.5) (20.8)
Repayment from German associate – 9.3
Funding to investments (3.9) –
Acquisitions and disposals (27.0) 70.6
Disposal of property, plant and equipment 0.5 4.4
Dividends (42.0) (41.9)
Share transactions – Buybacks (26.3) (93.3)
Share transactions – EBT share purchase 0.4 (4.5)
Total capital allocation items (116.8) (76.2)
Movement in net debt (32.1) 20.8
Opening net debt (232.8) (253.3)
Movement in capitalised facility arrangement fee (0.6) (0.6)
Forex on net debt – 0.3
Closing net debt (265.5) (232.8)
Last 12 months net debt/Underlying EBITDA ratio (excl. IFRS 16) 1.93x 1.77x
* The 2024 year comprised 52 weeks whereas the 2023 year comprised 53 weeks. The 2024 year includes EBITDA for 52 weeks whilst 2023 includes EBITDA for 53 weeks
Net debt increased by £32.7m with a free cash flow before non-underlying of £97.0m, non-underlying outflow £12.3m and capital allocation
items outflow of £116.8m.
Strategic report
21Domino’s Pizza Group plc Annual Report & Accounts 2024
governance financial statements
Financial review continued
Free cash flow
Free cash flow before non-underlying items was £97.0m, a decrease
of £11.9m on the previous year. Underlying EBITDA was £143.4m,
an increase of £5.3m as outlined above.
There was a working capital outflow of £1.6m (FY 23: inflow of
£10.2m) during the period, largely as a result of a decrease in
accruals £4.3m offset by a decrease in inventory by £2.3m.
Net IFRS 16 lease payments decreased by £0.7m to £5.6m following
the disposal of the corporate stores. Dividends received of £2.6m
include £2.5m from our associates and joint ventures and £0.1m from
our investment in Shorecal prior to the acquisition in April 2024.
Net interest payments of £15.7m increased from £13.1m as a result
of increased net debt.
Non-underlying payments of £12.3m were made during the year,
which includes corporation tax payments of £8.5m incurred on the
disposal of the London Corporate stores and £2.3m related to
transaction costs on the acquisition of Shorecal.
Capital allocation items
Capital allocation items increased by £40.6m to £116.8m.
Capital expenditure of £18.5m includes £2.5m relating to our
supply chain centre in Ireland, which was completed during the
year, £3.8m relating to automation across the Group’s supply
chain centres and £5.6m relating to total investment in digital
and ecommerce development.
Funding to investments of £3.9m relates to funding provided to the
Group’s investment in Victa DP ltd, where additional funding was
provided for working capital and support of growth plans.
Acquisitions and disposals cash outflow of £27.0m includes the cash
consideration of £48.7m for the acquisition of Shorecal, £11.4m
acquisition of a 12% investment in DP Poland plc offset by £32.8m
proceeds received on the disposal of the London corporate stores.
In FY 23, the Group received £79.9m for the disposal of the German
associate, of which £70.6m related to the disposal of the investment
and £9.3m related to the repayment of a loan.
Dividends paid of £42.0m includes £28.1m relating to the final FY23
dividend paid in May 2024 and the interim dividend of £13.9m which
was paid in September 2024.
Share buybacks of £26.3m include the remaining £6.1m outstanding
balance of the £70m share buyback programme announced in August
2023 as well as the £20m share buyback announced in August 2024.
Capital employed and balance sheet
At 29 December
2024
£m
At 31 December
2023
£m
Intangible assets 98.1 28.8
Property, plant and equipment 103.5 97.6
Investments, associates and joint ventures 37.5 35.5
Deferred consideration 2.0 0.3
Right-of-use assets 20.8 19.3
Net lease liabilities (23.0) (21.6)
Provisions (5.7) (3.8)
Working capital (40.3) (44.9)
Net debt (265.5) (232.8)
Tax (9.6) (6.3)
Share buyback obligations – (6.1)
Net liabilities (82.2) (134.0)
Intangible assets increased by £69.3m to £98.1m. The primary movement relates to the addition of £87.1m of goodwill and intangibles relating
to the Shorecal acquisition. Goodwill of £11.7m was disposed of as part of the London Corporate stores disposal.
Property, plant and equipment increased by £5.9m to £103.5m, which include additions of £12.6m and £2.9m acquired through the acquisition
of Shorecal. This was offset by £6.7m in depreciation as well as the disposal of £2.1m as a result of the London Corporate stores disposal.
Additions of £12.6m include £2.5m relating to our supply chain centre in Ireland, which was completed during the year, and £3.8m relating
to automation across the supply chain centres. £2.2m was incurred in the opening of new corporate stores.
22 Domino’s Pizza Group plc Annual Report & Accounts 2024
Investments, associates and joint ventures increased by £2.0m, as
the acquisition of the 12% share in DP Poland of £11.4m was largely
offset with the derecognition of the Shorecal investment of £10.0m.
Deferred consideration of £2.0m relates to amounts owed to the
Group following our disposal of the London Corporate Stores
during the year. This is expected to be received in 2026.
Right-of-use assets of £20.8m represent the lease assets for our
corporate stores both in the UK and Ireland, warehouses and
equipment leases recognised under IFRS 16 in the current period.
The net lease liability is £23.0m. The lease portfolio has increased
as a result of the acquisition of Shorecal which has been partially
offset by the disposal of the London Corporate stores.
The net working capital liability has decreased from £44.9m
to £40.3m as a result of the factors outlined in the cash flow
section above.
Total equity has increased by £51.8m, to a net liability position of
£82.2m, largely due to the profit after tax generated of £90.2m and
the share premium recognised on the Shorecal acquisition share issue
of £22.3m. These were offset by dividend payments of £42.0m and
share buybacks of £26.3m incurred during the year.
There are sufficient distributable reserves in the standalone accounts
of Domino’s Pizza Group plc for the proposed dividend payment.
Treasury management
The Group holds £500m in debt facilities, of which £200m relates
to an unsecured multi-currency revolving credit facility and £300m
relates to US Private placement loan notes. The revolving credit
facility expires in July 2027, and of the US Private Placement loan
notes, £200m mature in July 2027 and £100m mature in June 2034.
During the current year the Group entered into new £100m
sterling-denominated US Private Placement Loan notes that mature
on 20 June 2034. The loans notes incur interest at a fixed rate of
5.97% which is payable every 6 months. The financial covenants
under the new arrangement are in line with the current debt facilities
as shown below.
The £200m private placement loan notes incur interest at a
fixed rate at 4.26%. Interest is paid every six months.
The unsecured multi-currency revolving credit facility incurs interest
at a margin over SONIA of between 185bps and 285bps depending
on leverage, plus a utilisation fee of between 0bps and 30bps of the
aggregate amount of the outstanding loans. The total undrawn facility
as at 29 December 2024 was £180.0m.
The financial covenants under all financing agreements are consistent.
These covenants relate to measurement of adjusted EBITDAR against
consolidated net finance charges (interest cover) and adjusted EBITDA
to net debt (leverage ratio) measured semi-annually on a trailing
12-month basis at half year and year end. The interest cover covenant
under the terms of both agreements cannot be less than 1.5:1, and
leverage ratio cannot be more than 3:1. Figures used in the calculation
of both covenants exclude the impact of IFRS 16.
As at 29 December 2024 the Group has Net debt of £265.5m, and the
last 12 months Net debt/EBITDA ratio excluding the impact of IFRS
16 increase to 1.93x from 1.77x, largely as a result of the initial cash
outflow on the acquisition of Shorecal.
Underpinning treasury management is a robust Treasury Policy and
Strategy that aims to minimise financial risk. Foreign exchange
movement arising from transactional activity is reduced by either
agreeing fixed currency rates with suppliers or pre-purchasing the
currency spend.
Strategic report
23Domino’s Pizza Group plc Annual Report & Accounts 2024
governance financial statements
24 Domino’s Pizza Group plc Annual Report & Accounts 2024
The Group has now embedded the new approach taken to the
identification, evaluation and monitoring of the material risks it faces;
the action it takes in response; and has enhanced both the definition
and monitoring of operation within its risk appetite.
In 2024 we applied the new approach to Enterprise Risk Management
(ERM), created during the second half of 2023, for a full year. The Risk
Management Framework that applied throughout the year, consists
of the following key elements:
supporting risk registers
executive risk committee
group risk dashboards
principal risks
Shareholders, Board
Audit Committee
UK Leadership
Team (UKLT)
UKLT/
Risk Liaisons
Risk Liaisons
assurance
emerging risks
emerging risks
Responsibility
Each Key Group Risk has a designated Risk Liaison, all of whom
are members of the Group’s senior management and oversee the
management of the risk day-to-day; and is owned by one of the UK
Leadership Team, who review and approve each of the Group Risk
Dashboards. Risk Liaisons are also expected to identify any emerging
risks relevant to their specialist area.
The Board is ultimately responsible for the Group’s identification,
assessment and management of risk; ensuring strategic decision-making
is aligned to the Group’s risk appetite; and the review of both the
principal and any emerging risks, at least twice annually.
The Audit Committee is responsible for scrutinising the effectiveness of
management’s internal control and risk management systems, on behalf
of the Board. This includes an assessment of the assurance provided
by Internal Audit and other sources of assurance to the Group.
Group Risk Dashboards
Group Risk Dashboards have been completed for each Key Group
Risk and: identify the key sources of exposure to the risk manifesting;
assess the residual risk position, following consideration of the
mitigating activities in place; consider what metrics and assurance exist
over the mitigation; and, with reference to the Group’s risk appetite for
that category of risk, document what further measures are required,
along with the associated accountability. Certain dashboards, for
example those risks relating to Information Security or Health & Safety,
are also underpinned by supporting risk registers. Group Risk
Dashboards are reviewed and updated every six months; and are
presented to the Executive Risk Committee (ERC).
Executive Risk Committee
The ERC comprises all of the UK Leadership Team and meets quarterly.
The role of the ERC is to: collectively challenge the management of risk,
with reference to the Risk Dashboards; and agree any incremental
action needed. As part of its role, the ERC conducts a ‘deep-dive’
review of a particular risk area at each meeting and risk areas subject to
a deep dive during the year included: the Group’s approach to meeting
public health expectations; the loss of business critical systems; the risk
posed by allergens; and failure to attract, retain and motivate key
talent. The ERC also considers any emerging risks not currently
represented by dashboards and provides a report of its activities,
through the Audit Committee, to the Board.
Principal risks
Each of the principal risks identified on the following pages represents
an aggregation of the Key Group Risks, with a focus on those risks most
material to the achievement of the Group’s long-term strategic
objectives. In applying the new ERM approach, this aggregation and the
categorisation of the residual risk to the Group has been re-assessed
during 2024, leading to a change in the basis. For this reason, the risk
direction has been removed for 2024, but will be re-introduced for
2025, when the principal risks can be compared on a consistent basis.
Emerging risks
Our view of emerging risks and opportunities is updated via the ERC.
When considering emerging threats, we look for factors not currently
reflected in existing Key Group Risks and those that: could impact the
Group in the medium term; have the potential to increase rapidly in
severity; or demonstrate an interconnectivity which, in combination
with actively controlled risks, may amplify existing conditions.
Typically, such emerging risks focus on legislative/regulatory
matters, especially consultations and policy reviews concerning public
health; technological change; competitor and market activity; and
environmental change. One such area where additional scrutiny was
initiated during the year was the management of the risks posed by
Artificial Intelligence. Our latest horizon scanning has identified no
further strategic uncertainties that are not already included within
the principal risks.
Risk appetite
The Group’s definition and monitoring of risk appetite has been
enhanced and agreed by the Board during the year. Each category of
risk now has a new risk appetite statement and has been placed on a
risk appetite scale, ranging from ‘Averse’ to ‘Open’ to risk. In addition,
in order to assist with monitoring the Group’s operation within the risk
appetite, each risk category now has a number of specific risk-related
metrics and tolerance levels, which the Group is expected to operate
within. Review of these metrics against the tolerance levels, occurs
following each review of the Risk Dashboards and any exceptions are
reported to the Board. This considered attitude to risk helps us to
evaluate strategic initiatives and guides business decision-making.
The environment in which we operate continues to evolve:
new risks may arise; the potential impact of known risks may increase
or decrease; and/or our assessment of these risks may change.
The risks below therefore represent a snapshot of what the Board
believes are the principal risks and are not an exhaustive list of all
risks the Group faces.
RISK MANAGEMENT
Value for
Money
Digital Convenience
key focus areas
Franchise Partner profitability
1 2 3 4
Description of the risk
Maintaining our edge in the market requires us to manage the risks that
we fail to retain existing customers, attract new ones, or drive higher order
frequency/baskets; or that we do not offer the range of quality products
with the great value that our consumers expect. In addition, the macro-
economic environment in the UK & Ireland continues to make the market
conditions challenging to operate within.
There are also risks that we deliver a poor customer service, including the
failure to deliver the correct orders, on time; or through the interaction
we and our franchise partners have with our customers online, in store,
by phone and at our customers’ doors.
Failure to manage these risks will lead to a loss of customer and franchisee
confidence; loss of market share; and has the potential to compromise
our future performance. In an extreme scenario, these risks could even
threaten the business model itself.
How we are mitigating
We continue to launch and have a strong pipeline of new pizzas, sides,
and desserts; and apply a clear stage and gate process for development
and alignment with our franchisee partners, including store trials,
supplemented by feedback from consumers, competitor analysis and
post-campaign reviews.
Stores within the Domino’s Pizza system contribute to the National
Advertising and eCommerce funds which enable consistent investment
in marketing national value campaigns and in our leading digital marketing,
CRM and loyalty capability to keep Domino’s sufficiently at the front of
consumers’ minds. Our partnership with aggregators, through Just Eat
and Uber Eats, also aims to bring new, incremental, customers to the
Domino’s system.
The delivery of a high level of customer service is subject to continual
training and is monitored by both our GPS solution and our internal
programme of Operational Excellence Reviews, whereby each store
is audited, against clearly communicated standards, at least three times
per year.
Risk owner
Chief Marketing Officer
Link to key focus areas
2
3
4
Residual risk
H
M
L
Risk Appetite
Balanced
Description of the risk
Maintaining a strong relationship with our franchisees is fundamental
to our continued performance and growth.
There are risks however, that our franchisees do not share our vision of the
direction of the Domino’s brand in the UK & Ireland, or that the franchise
economics fails to remain sufficiently attractive for them to invest in our
collective growth, for example through the opening of new stores.
We are also exposed to threats to the continuity of our franchisee’s
operations, including from cyber attacks.
Loss of support from our franchisees undermines our ability to adapt to the
necessary changes in our business environment and to grow in both the
short and medium term.
How we are mitigating
Alongside the contractual agreements we have in place for each store,
we have, in 2024, agreed a new five-year PGF with our franchise partners
to capitalise on a significant long-term growth opportunity. The PGF is
supplemented by formal governance forums, such as the Domino’s
Franchisee Association and the Marketing Advisory Councils,
amongst others.
Day-to-day relationships with franchisees are managed through our
dedicated Franchise Operations team and various operations forums, as
well as through one-to-one meetings with both our Chief Executive Officer
and Chief Operating Officer.
In 2024 we opened 54 new stores, with 21 different franchise partners.
We continue to have a strong pipeline of new stores and are expecting to
open in excess of 50 stores with our franchise partners in 2025, supported
by a dedicated and experienced store development team and, through the
PGF, a package of new store incentives.
Working with our franchise partners to further improve their store
profitability was a clear priority for us in 2024 and, despite significant
inflationary pressures, particularly in labour costs, we were able to increase
the average EBITDA for UK stores from £158k per store in 2023 to £168k
in 2024. Whilst the mitigating activities have improved this risk during
2024, this remains an inherent risk to the business given the nature of the
franchise business model.
Risk owner
Chief Executive Officer
Link to key focus areas
1
4
Residual risk
H
M
L
Risk Appetite
Cautious/Balanced
COMPETITIVE PRESSURES
FRANCHISEE RELATIONSHIPS/OPERATIONS
Strategic report
25Domino’s Pizza Group plc Annual Report & Accounts 2024
governance financial statements
Value for
Money
Digital Convenience
key focus areas
Franchise Partner profitability
1
Description of the risk
The business relies on a number of third-party suppliers, with some
representing the sole source of an ingredient. The Group would be
vulnerable if a supplier ceased trading; suffered a major cyber security
incident; had a major operational interruption or food safety incident; or
was responsible for an ethical or compliance breach of such severity that
the Group would no longer trade with it.
There is also a risk that we fail to accurately forecast, such that there is
insufficient inventory of raw materials to meet demand.
This risk may have an acute impact for a limited time.
How we are mitigating
The majority of our ingredients are dual sourced and/or can be sourced
from multiple production sites, which should help enable uninterrupted
supply. In addition, the Group holds minimum levels of buffer stock at all
times; and additional levels during peak trading. There are active plans in
place to further increase the coverage of dual suppliers; and to review
business continuity plans, for our critical suppliers, during 2025.
Quarterly financial health checks are designed to provide an early warning
of the risk that suppliers cease trading, and security impact assessments
and scorecards help ensure we only take on suppliers with an acceptable
level of risk. Further enhancements to these checks are scheduled for 2025.
Forecast accuracy was very high during 2024 and should be maintained
or even improved further during 2025, using the capability of the new
ERP system.
Risk owner
Chief Supply Chain Officer
(raw material/equipment supply)/
UK Leadership Team
(other suppliers)
Link to key focus areas
1
Residual risk
H
M
L
Risk Appetite
Minimal
Description of the risk
We distribute both the fresh dough we manufacture ourselves and
third-party pizza sauce, cheese, toppings, sides and boxes to our stores,
as well as other equipment and supplies. A loss of more than one dough
production line or total loss of an SCC through property damage, major
manufacturing breakdown, or a health and safety, cyber security, or major
IT/Operational Technology incident, would require urgent contingency
arrangements to be executed wherever possible.
These risks, if prolonged, could have a very significant impact on financial
performance and a loss of market share, where a sufficient supply of
Domino’s products is not available to meet consumer demand.
How we are mitigating
We delivered an exceptional 99.97% food availability for our stores
during 2024, demonstrating strong resilience despite continued
challenging market conditions.
Against the threat of a loss of one or more production lines, as a result of a
major health and safety incident, fire, adverse weather, or mechanical failure,
we have strong mitigation in place to reduce the likelihood, including health
and safety management systems; fire prevention, detection and suppression;
preventative maintenance; and stock of critical equipment spares.
In the very short term, there would be some spare capacity amongst the
remaining SCCs which will be increased as we expand our SCC estate
further; and beyond this we would partner with other businesses to meet
the shortfall. The Group is investing in enhancing its approach to business
continuity which should drive greater resilience during 2025.
Risk owner
Chief Supply Chain Officer
Link to key focus areas
1
Residual risk
H
M
L
Risk Appetite
Minimal
FAILURE OF KEY SUPPLIER
SCC MATERIALLY FAILs TO DELIVER DEMAND
2 3 4
RISK MANAGEMENT continued
26 Domino’s Pizza Group plc Annual Report & Accounts 2024
Description of the risk
Following the consumption of any of the products produced in our SCCs
and prepared in our 1,372 stores, there is an inherent risk that our
customers’ health is adversely affected, arising from either contamination,
or failure to meet the customers’ requirements with respect to allergens.
Any serious incident could have a short-term impact on our ability to
produce/trade and undermine the confidence in the quality and safety of
our products, leading to longer-term damage to our reputation; and loss of
sales in the short, medium and longer term.
How we are mitigating
The business maintains a rigorous regime of standards and food safety
checks for both our suppliers and the SCCs. Each of the SCCs are accredited
to the internationally recognised food safety standard FSSC 22000; and
are audited by our technical team, Domino’s Pizza International and other
regulatory bodies.
Outside of food production, meeting our customers’ allergen requirements
is reliant on ensuring customer awareness and training for store staff and
these measures have been reviewed and further enhanced during 2024.
Early warning systems are in place across the supply chain to log, review,
investigate and act upon issues which may impact food safety or quality.
Stores operate to clearly defined standards and policies, which are
periodically verified by operational and third-party food safety evaluations,
covering areas such as food storage and handling, product quality, safety
and store condition. Franchisees are also financially incentivised to maintain
sufficiently high scores on evaluations.
Risk owner
Chief Supply Chain Officer
(supply chain), Chief Operating
Officer (stores)
Link to key focus areas
1
Residual risk
H
M
L
Risk Appetite
Averse
Description of the risk
As 90% of our system sales are through digital channels, there is an
inherent risk that significant trade is prevented in the event of a loss of
systems that support our e-commerce, including mobile, platform
availability. Sources for such a system loss could include third-party
software, hardware or utility failure; physical property damage from a
natural disaster, external or internal party; or a cyber attack.
Loss of platform or application availability or integrity would result in a
short-term impact on commercial performance, including potential loss of
customer confidence in the platform and/or mobile app. This loss of
customer goodwill and revenue could have longer-term consequences for
customer confidence in the Domino’s brand. It may also negatively impact
franchisee relationships if they lose confidence in the resilience and
security of the platform.
How we are mitigating
We continued to maintain high availability of our e-commerce sales channels
throughout 2024 and remained vigilant to the potential loss of business
critical systems. During the year we have continued to invest in preventative,
detective and responsive controls, particularly in respect of cyber attacks.
Both the development and performance of our risk mitigation continues to be
a key area of focus by the Board and Audit Committee.
Further steps have been taken towards the use of cloud-based solutions
during 2024, which will build in greater resilience; and we are continuing
to enhance our responsiveness to events threatening the continuity
of our business.
Risk owner
Chief Information
Technology Officer
Link to key focus areas
1
3
Residual risk
H
M
L
Risk Appetite
Minimal/Cautious
FOOD SAFETY
LOSS OF BUSINESS CRITICAL SYSTEMS
Strategic report
27Domino’s Pizza Group plc Annual Report & Accounts 2024
governance financial statements
Description of the risk
For ease of use, our online ordering systems hold some customer data,
the loss of which (whether accidental or as a result of unauthorised
intrusion) would cause disruption and cost to the Group. In addition, the
Group’s own data on employees, partners and suppliers; and commercially
sensitive information, is also exposed to the same risks of loss.
The risk of financial penalty for a data breach in our sector remains
significant, whether imposed by the regulator or awarded by the courts.
Together, these risks have the potential to compromise our future
performance. In an extreme scenario, the reputational damage could
possibly threaten the business model if we suffered a total loss of
consumer confidence.
How we are mitigating
Much of the mitigation activity relevant to the risk of loss of business
critical systems, and particularly the exposure to a cyber attack, also
mitigates against loss of personal/corporate data. The risk of data loss could
manifest from inside the organisation (either deliberate or inadvertent),
rather than from an external infiltration, and for this we have clearly
communicated policies and training on data classification, storage and
retention, as well as restricted access to sensitive data and encryption.
We are also continuing to develop and invest in data loss prevention tools.
Risk owner
Chief Financial Officer
Link to key focus areas
1
2
Residual risk
H
M
L
Risk Appetite
Minimal
Description of the risk
The values that we all share at Domino’s include that ‘We do the right thing’
with regards to the impact on our brand, our colleagues, our communities
and the wider world. There is a risk, however, that we fail to deliver on the
commitments we’ve made relating to ESG matters, such as those relating
to the reduction of GHG emissions; diversity, equity and inclusion; or what
we source.
As a result of failing to meet our commitments, some customers may
choose to not to buy our products, or certain key talent may become
disaffected and leave the organisation. Ultimately, our reputation may
suffer, affecting our performance in the future; and in an extreme scenario,
could threaten the business model itself.
How we are mitigating
The Sustainability Committee and Steering Groups focus on the delivery
of specific targets/commitments in respect of the three ESG pillars.
In addition, 10% of the UK Leadership Team’s bonus is linked to the
delivery of key ESG objectives.
Working to tackle climate change forms a significant element of our
commitments, and we have made SBTi-validated commitments to materially
reduce Scope 1 and 2 GHG emissions by 2031, and to achieve Net Zero by
2050. In particular, the CO
2
‘Glidepath’, which was reviewed and updated
during the year, specifically sets out and tracks the interventions designed
to meet these commitments. Half of the 2024 ESG objectives, which
formed part of the UK Leadership Team’s bonus (referred to above), related
to the reduction of our GHG emissions. Further information can be found in
the Sustainability section of this report (on pages 36-46).
Risk owner
Chief Executive Officer
Link to key focus areas
1
Residual risk
H
M
L
Risk Appetite
Balanced
LOSS OF PERSONAL/CORPORATE DATA
FAILURE TO DELIVER ON ESG COMMITMENTS
Value for
Money
Digital Convenience
key focus areas
Franchise Partner profitability
1 2 3 4
28 Domino’s Pizza Group plc Annual Report & Accounts 2024
RISK MANAGEMENT continued
Description of the risk
Society’s expectations, governmental response to public health concerns
and the associated demand for healthier food continue to evolve; and
failure to adapt to the changing expectations and requirements also
continues to represent a key risk to the Group. In particular, the Health and
Care Act 2022, due to be implemented in October 2025, will restrict how
foods high in fat, salt and sugar can be advertised via paid-for online
channels and on TV, before a 9pm watershed. Conversely, there is also a
risk of insufficient demand for products specifically designed to respond to
these expectations.
This risk has the potential to compromise our future performance or,
in an extreme scenario, even threaten the business model itself.
How we are mitigating
We are committed to offering an increasing range of products to suit all
dietary requirements and preferences and our consumer-centric insight
programme allows us to track habits and attitudes and adapt our menus in
response. Whilst we are working towards reformulations/reductions in
saturated fat, salt and sugar across our menus, consistent with our health
strategy, our robust development process, with multiple stages of expert
and consumer taste panels, also ensures that the product experience meets
consistently high standards.
We are continually monitoring the changing legislative environment and
participate in industry efforts to ensure that our views are understood by
policymakers, so that we continue to effectively market Domino’s brands
and products whilst maintaining compliance with the provisions of the
Health and Care Act 2022.
Risk owner
Chief Marketing Officer
Link to key focus areas
1
2
Residual risk
H
M
L
Risk Appetite
Minimal
Description of the risk
The business continues to be dependent on key individuals either at
Executive level or in relation to specialist skills or volume of roles required.
Yet there is still a risk of insufficient awareness of Domino’s as an employer
in the UK & Ireland; or the provision of a sufficiently competitive offering in
terms of reward, fulfilment and development to attract new, or retain
existing talent.
There are also risks to the health and safety of our employees and third
parties from the production and distribution of fresh dough and other
items from our SCCs; the preparation of food in store; and delivery to
our customers.
These risks could have some impact on future performance,
for a limited time.
How we are mitigating
In terms of awareness of opportunities at a store level, national digital
recruitment campaigns, along with sharing best practice in reward have
received positive feedback from our franchise partners. In addition, for
DPG specifically, a number of initiatives were undertaken in 2024 to
improve the awareness and attractiveness of the Company as an employer,
including new approaches to talent acquisition.
Competitive benefits packages are in place at DPG, which are regularly
benchmarked using industry-specific data sets/tools. These have been
supported by a new banding framework and improvements to both broader
rewards packages and recognition schemes during the year.
We remain committed to ensuring the health and safety of our employees,
through our rigorous Health and Safety Management System and training
thereon, which is subject to both internal and external assurance and helps
minimise the incidence of our Lost Time Incident or Reporting of Injuries,
Diseases and Dangerous Occurrences Regulations (RIDDOR) events. New
safety features have also been introduced in the year as we replenish our
SCC delivery fleet.
Risk owner
People Director
Link to key focus areas
None
Residual risk
H
M
L
Risk Appetite
Minimal
FAILURE TO MEET PUBLIC HEALTH EXPECTATIONS
people-related risks
Strategic report
29Domino’s Pizza Group plc Annual Report & Accounts 2024
governance financial statements
VIABILITY STATEMENT
The group’s current position
The Group’s core UK & Ireland business model has been shown to
be solid since it was formed. We operate under what is effectively
a perpetual Master Franchise Agreement (‘MFA’), so the business
model is long term. The Group’s strategy and business model, which
is explained on pages 14 to 16, is well established and we have a
market-leading position in the UK & Ireland, having successfully
exploited the emergence of eCommerce as a sales channel.
We continue to open new stores in the UK & Ireland and have
demonstrated good growth in system sales, like-for-like sales and
profitability in our core business over many years, with high rates
of converting operating profit to cash.
At 29 December 2024, the Group has net debt of £265.5m and has
committed debt facilities of £500m which include Sterling
denominated private placement loan notes of £300m and an
unsecured multi-currency revolving credit facility of £200m, of which
£180.0m was undrawn. The Group has cash funds of £52.2m.
The revolving credit facility expires in July 2027, and of the US Private
Placement loan notes, £200m mature in July 2027 and £100m mature
in June 2034. The debt facilities expiring in 2027 form part of the
Group’s viability period. The Group is confident in its ability to
successfully refinance these facilities, given the strong cash flow
generation and relationships with lenders.
During the current year the Group entered into new £100m sterling
denominated US Private Placement Loan notes that mature on
20 June 2034. The loans notes incur interest at a fixed rate of 5.97%
which is payable every 6 months.
Our strategic planning process
The CEO, supported by the Executive Leadership team, is responsible
for the Group’s strategic planning process. This starts with an annual
strategy review, which is informed by both in-house monitoring of
market trends and developments, and external market research.
Following this review, an initial strategic plan is drafted, including a
detailed financial model. The Board reviews and challenges the draft
plan, utilising their experience, market insight and knowledge of the
financial, technical and human resources available to the Group.
Long-term viability statement
In accordance with the UK Corporate Governance Code, the Directors
have assessed the long-term viability of the Group over the period to
December 2027. The strategic plan is prepared on a five-year basis,
but both management and the Board are conscious that the Group
operates in a fast-moving environment. The viability assessment is
performed over a three year period as there is greater certainty of
cash flows associated with the Group’s performance-related revenue.
The assessment has been based on the Group’s strategic plan, balance
sheet position, agreed financing and financial modelling of the
strategic, operational and emerging risks discussed in the Risk
Management section of the strategic report. The cash flows in the
strategic plan are based on the forecast performance of the current
business, with any acquisitions or disposals only included where there
is certainty over the related cash inflows or outflows. The Directors of
the Group have considered the future position based on current
trading and a number of potential downside scenarios which may
occur, either through further supply chain related impacts, general
economic uncertainty or other risks. This assessment has considered
the overall level of Group borrowings and covenant requirements, the
flexibility of the Group to react to changing market conditions and the
ability to appropriately manage any business risks, as has been
demonstrated by the Group’s reaction to emerging supply
chain-related risks over the period.
In stress testing the Group’s viability, the Directors have assessed the
impact of events occurring in isolation and in combination, as may
occur in certain scenarios. The Directors have also considered what
mitigating capital management actions could be taken in response.
30 Domino’s Pizza Group plc Annual Report & Accounts 2024
The following risks were modelled as part of the stress
testing performed:
· a downside impact of economic uncertainty and other sales related
risks over the forecast period, reflected in sales performance, with
a c.5% reduction in LFL sales compared to budget and the impact
of a reduction of new store openings to half of their forecast levels.
These impacts link to the risks highlighted on competitive
pressures, Food safety and Franchisee relationships;
· a further reduction in sales of c.2.5%-3% from 2025 to account for
the potential impact of the risks related to the public health debate;
· future potential disruptions to the supply chain of the Group,
including a 24 hour IT disruption and a 2 week supply chain
disruption impacting our SCCs ability to supply stores or for our
stores to trade at normal levels, as highlighted in the supply chain
disruption and eCommerce and mobile platform risks; and
· a significant unexpected increase in the impact of climate change
on delivery costs.
Further scenario modelling was performed by considering the
following additional ‘severe but plausible’ risks:
· a disruption to one of our key suppliers impacting our supply chain
over a period of four weeks whilst alternative sourcing is secured;
and
· the impact of a potential data breach in 2026.
Conclusion
In each of the scenarios modelled, there remains significant cash
headroom on the debt facilities. Under a scenario where all the risks,
including the ‘severe but plausible’ risks, were to occur simultaneously,
the Group would breach its leverage covenants. The Board has a
mitigation action available in the form of a reduction of dividends
to shareholders and share buybacks which would prevent a breach.
Reverse stress testing has also been performed, which is a materially
worse scenario than the combinations described in the scenarios
above, which concluded that the Group’s currently agreed financing
could only be breached if a highly unlikely combination of scenarios
resulted in a material annual reduction in system sales greater
than 23%, assuming no fixed cost reduction. We do not consider
this plausible.
The Group’s compliance with the terms of its UK & Ireland MFA is of
fundamental importance to its business model. Development targets
under the MFA have been agreed for a 10 year period starting in 2016
and the Group is currently on track with those targets. New targets
for the next 10 years, that will enable the Group to continue to open
stores and receive incentives, will be renegotiated during 2026 and
the underlying MFA will renew at the beginning of 2027.
Following their assessment, the Directors have a reasonable
expectation that the Group will be able to continue to operate and
meet its liabilities as they fall due over the period to December 2027.
The Directors also consider it appropriate to prepare the financial
statements on the going concern basis as explained in the basis of
preparation paragraph in note 2 to the financial statements.
Strategic report
31Domino’s Pizza Group plc Annual Report & Accounts 2024
governance financial statements
Our stakeholders are integral to the long-term success of the business.
We are committed to a process of continual improvement of our engagement processes.
for further details on our
colleagueforums, see page 59
onworkforce engagement
Why they matter
We recognise that we have a responsibility
to ensure we are a force for good within the
neighbourhoods that we operate in, by
supporting local initiatives, being a good
neighbour and providing employment.
How we engage
· Local and national charity fundraising
and community initiatives
· Local council engagement
· Food bank donations
· Digital platforms and social media used
to share information
· Supporting our franchisees with community
initiatives within their operational territories
Issues raised
Local communities expect the Company to
operate safely and sustainably. We are
approached about a range of operational
matters regarding our supply chain centres
and at store level. We receive queries on our
approach to maintaining animal welfare
standards and tackling food poverty.
How we responded
We continue to engaged directly with members
of the public, MPs and local authorities.
Our management of environmental, social and
governance (‘ESG’) and sustainability includes
addressing the issues of climate change,
maintaining high animal welfare standards and
partnering with Fareshare to help tackle food
poverty. In April 2023 the Company announced
a partnership with The Natasha Allergy
Research Foundation. The Company has
pledged a funding commitment of £120,000
over a three-year period to support the charity
in its work to make the world a safer place for
people living with food allergies. We work
closely with our franchisee partners to provide
employment opportunities in communities
across the UK & Ireland.
Why they matter
With increasing numbers of competitors and
changing consumer tastes, understanding the
needs of our customers allows us to continually
improve our service, products and experience.
How we engage
We obtain customer feedback through a
variety of channels to ensure we keep
improving the customer experience and stay
abreast of their expectations. Our Feed Us
Back programme, in which customers who
provide us with a valid email address are
invited to complete a survey, remains our
biggest customer satisfaction programme.
The questionnaire focuses on six key measures
and metrics, relating to overall satisfaction,
value, timeliness, taste, accuracy and
appearance of food. We also engage through
consumer taste panels, bespoke surveys and
research panels.
Issues raised
We receive comments and feedback on
product quality, value for money, service
standards, operational performance, and
the performance of our app and web-based
platforms. Customers are keen to hear of
new store openings, which increase reach
to serve customers wherever they are
in the most convenient way possible.
How we responded
The Company works in collaboration with
our franchisee partners, to deliver the best
possible value to our customers, and focusing
on product taste, appearance, service accuracy
and delivery times. Our app and web-based
platforms undergo regular updating and
customer feedback on their performance
enables us to optimise their functionality
and enhance the customer journey.
Why they matter
Our dedicated and experienced
colleagues are a key asset of our business.
We recognise the importance of creating and
maintaining a positive working environment
and providing opportunities for individuals
to fulfil their potential.
How we engage
Our colleague engagement mechanisms
comprise various communication channels
including annual engagement surveys, All
Colleague Meetings held quarterly, ‘Share a
Voice’ colleague forums, and regular intranet
communication. Further details on the forums
can be found in the workforce engagement
section on page 59.
Issues raised
In 2024 the topics particular interest to our
colleagues related to reward and recognition
mechanisms, and learning and development
opportunities.
How we responded
In the year we completed a job evaluation
exercise across the Group which led to the
introduction of a new job-banding framework,
providing a clearer grading structure, and
greater clarity and transparency for colleagues
around role levels. Each year we hold a ‘Domi
Awards’ event at which we celebrate those
that go the extra mile, live our values and
provide service excellence. During the year,
the structure of our awards event was revised
so that colleagues’ achievements are now
recognised across the whole year, culminating
in the annual celebratory awards event.
Extensive line manager training has been
provided on HR policies to support
leadership development.
customers
employees
communities
32 Domino’s Pizza Group plc Annual Report & Accounts 2024
engaging with our stakeholders and workforce
For more information on how we
consider stakeholder views at Board
level to promote the long-term success
of our business, see our Section 172
Statement on page 34.
Why they matter
Our franchise partners play a critical role in
the long-term success of the business, by
providing outstanding customer service day-in,
day-out. Franchisees are the custodians of
the Domino’s brand at store level and it is the
Company’s role to provide franchisees with
the support they need to operate efficient
and profitable businesses and to maintain
the highest brand standards.
How we engage
Engagement with our franchisee community is
integral to our business model. There is regular
contact with franchisees by the Chief Executive
Officer and the Executive Leadership team,
both formal and informal, and through dedicated
business partners. The Company and franchisees
operate a number of established forums to
collaborate on marketing activity, technical
matters and operations issues. The Company
hosts a two-day Rally every two years which
is typically attended by franchisees, and by
approximately 1,000 of their senior colleagues.
The most recent Rally was held in summer 2024.
Franchisees are invited to participate in a
Satisfaction Survey to obtain opinions and views
on a range of matters in a structured format.
Issues raised
As in previous years, many of the issues raised by
franchisees are focused on store level
profitability and the support provided by the
Company, particularly inflationary pressures,
labour cost inflation and particularly the impact
of increases in National Insurance and National
Minimum/Living Wages. There has been
extensive dialogue on the memorandum of
understanding which expired at the end of 2024,
and was superseded by the Profitability and
Growth Framework announced in December
2024. Franchisees continue to look to grow
business in their existing estate, and optimise
store level profitability.
How we responded
The Company has worked with franchisees to
identify areas of opportunity that look to
improve franchise profit outlook for 2025,
along with running trials with the aim to roll out
initiatives across the estate. These initiatives
were focused on sales growth, improving
productivity and cost efficiency. We have
worked closely with franchisees to assist with
their recruitment requirements, and providing
tools to increase labour scheduling efficiency.
During the year, the Company and franchisees
held Economic Forums at which the Company
outlined its support activities to develop the
franchisee system.
Why they matter
Our shareholders have invested in the
Company’s shares and expect to see a
return on their investment. Shareholders
play an important role in the oversight
of the Group’s governance.
How we engage
We maintain a constructive dialogue with
shareholders. We engage with them regularly,
both proactively and reactively, to understand
their perspectives and ensure these are
considered in our decision-making. The
principal points of contact (either in person
or via video calls) are through the Chief
Executive Officer, Chief Financial Officer and
Director of Investor Relations and are through
a combination of meetings with specific
investors, roadshows, investor conferences
and at the AGM. The Board Chair or Chairs of
the Board Committees have meetings with
shareholders as required.
Issues raised
During the year shareholders’ raised questions
over the new medium and long-term store and
system sales targets, new Profit and Growth
Framework with our franchise partners, the
acquisition of Shorecal, the disposal of the
London corporate stores, the 12.1% stake in
Domino’s Pizza Poland, the application of the
Board’s capital allocation policy, future growth
opportunities available to the business; and
questions on a variety of operational matters.
How we responded
Following an Investor event held on
11 December 2023, at which the market
received an update on the Group’s new
Growth Framework, we have engaged
extensively with shareholders throughout 2024
outlining the rationale and benefits of acquiring
Shorecal, the stake in Domino’s Pizza
Poland and the disposal of our London
corporate stores.
Why they matter
An efficient supply chain is integral to the
Group’s business model, and the relationship
with our suppliers is a key element in
achieving our operational goals.
How we engage
Engagement with our suppliers remains
through a combination of organised events
(e.g. annual supplier conference), periodic
performance/commercial reviews conducted
by our procurement teams and supplier
assurance function. Given the importance of
the Company’s relationship with its supply
chain, the Chief Executive Officer has held
a series of meetings with the Group’s top
suppliers. Feedback from suppliers is received
through these various points of engagement,
and more formally through a supplier
engagement survey.
Issues raised
The relationship with our suppliers is
commercially focused and yet very
collaborative. We work closely with our
suppliers to maintain 100% availability of the
products supplied to stores and to contain
price inflation to the greatest extent possible.
Suppliers have also requested greater insights
into strategic developments, product
innovation and ways to improve information
flows with suppliers through integrated
eCommerce platforms.
How we responded
In 2025 we will maintain the increased
frequency of meetings between our
Procurement Director and our major suppliers
to provide updates on strategic developments
and ensure continued alignment on the Group’s
purpose and values. Our enhanced business
review process for suppliers will be maintained,
for consistency, balance and rigour and we
will issue a subsequent supplier engagement
survey in the second half of 2025 to solicit
further feedback from suppliers. We will
continue to review opportunities to improve
communication and eCommerce capability
between the Company and its supplier base.
franchise Partners
shareholders
suppliers
Strategic report
33Domino’s Pizza Group plc Annual Report & Accounts 2024
governance financial statements
The Chief Executive Officer and Chief
Financial Officer have regular contact
with major shareholders, and the
Chair, Senior Independent Director
and the Chairs of the principal Board
Committees have contact with major
shareholders where required. The
Board receives regular updates on the
views of shareholders, which are taken
into account when the Board
makes decisions.
Examples of relevant decisions taken
include: application of the Board’s
capital allocation framework in
returning cash to shareholders through
a combination of dividends and share
buybacks, including the £20m share
buyback announced in August 2024; an
investment in approximately 12.1% of
the issued share capital of DP Poland
plc; the disposal of the Group’s
corporate store estate in London;
acquiring full control of Shorecal
Limited, the largest Domino’s franchise
business operating in the Republic of
Ireland; approval of the new
Profitability and Growth Framework
agreed with our franchisee partners;
succession planning and appointments
to the Board, including the
appointment of Mitesh Patel who
joined the Board in June 2024.
Ian Bull was, throughout 2024, the
designated Non-executive Director
for the purposes of workforce
engagement. Details of the Board
workforce engagement programme
are shown on page 59. The Board
receives regular updates on matters
relating to its workforce including
feedback from engagement surveys,
regular updates on health and safety
matters, and other reports on a variety
of workforce engagement mechanisms.
These views have been taken
into account when the Board
(or its Committees) considered:
development of the Group’s strategy
and the relationship with the Group’s
franchisees; updates on Company
culture and the Group’s purpose
and values; decisions relating to
talent development and succession
planning; and remuneration and
reward including the structure of
incentive arrangements.
shareholders employees
s172 factor
The likely consequences of any
decision in the long term
The interests of the
Company’s employees
The need to foster business
relationships with suppliers,
customers and others
The impact of the Company’s
operations on the community
and the environment
The desirability of the Company
maintaining a regulation for high
standards of business conduct
The need to act fairly as between
members of the Company
Section 172 of the
UK’s Companies Act
Section 172 Companies Act 2006
requires that all Directors act in good
faith to promote the success of the
Company for the benefit of its
shareholders as a whole. In doing this,
Directors must have regard to factors
set out in the Act.
The following is an overview of how
the Board has performed its duties
during the year.
The Board continues to maintain high governance standards and make
long-term decisions for the benefit of the Company and its stakeholders.
section 172 statement
34 Domino’s Pizza Group plc Annual Report & Accounts 2024
The Group’s customer base primarily
comprises its franchisees and
consumers. The Chief Executive
Officer, Chief Financial Officer and
other members of the Executive
leadership team have regular contact
with franchisees as this relationship is
fundamental to our business model.
The Board receives updates on
feedback from franchisees at every
Board meeting. Feedback is taken
into account in Board decisions which
have included the investment in and
development of e-commerce and
information technology; incentives
available for franchisees that open
new stores; and decisions on raw
material pricing for franchisees during
a period of high food price inflation
and its impact on franchisee store
level profitability.
As a consumer brand we welcome
and reflect on the views of our end
customers. The Group undertakes
regular surveys to establish consumer
views on brand perception, marketing
campaigns, product development,
product quality, service levels and
perception of value for money.
These views are reflected in
decisions on the Group’s strategy,
the introduction of new product
ranges and operational matters,
which included the decision to launch
on the Uber Eats platform.
We recognise that the business has a
role in contributing to wider society.
The Board encourages the fundraising
efforts of the Group and franchisee
community for Teenage Cancer Trust,
Barretstown and the many other local
initiatives supported by the Group.
Through Domino’s Partners Foundation
(a registered charity), we support
colleagues across our operations in the
UK & Ireland who find themselves in
particular hardship.
The Board’s Sustainability Committee
has oversight of all aspects of
sustainability, including climate change
and environmental matters.
customers communities
Strategic report
35Domino’s Pizza Group plc Annual Report & Accounts 2024
governance financial statements
Sustainability
REFRAMING OUR
CONNECT THE DOTS
ESG STRATEGY
In 2024, we updated our Connect
the Dots ESG Strategy, moving
from a five-pillar approach to a
more straightforward three-pillar
ESG framework. ESG
(Environmental, Social, and
Governance) is a widely
recognised structure used by
many companies globally.
READ MORE ON SUSTAINABILITY
AT DOMINO’S in our
sustainability report
36 Domino’s Pizza Group plc Annual Report & Accounts 202436 Domino’s Pizza Group plc Annual Report & Accounts 2024
For Domino’s, this change means grouping all
the material topics our audiences care about
around the three ESG pillars. This will make it
easier to plan, track, and share our progress.
Under our new ESG framework, we will
continue to focus on key topics, identify
ESG-related risks and opportunities, and
ensure long-term sustainable growth for
the Group. We will also be aligned with
regulatory and voluntary frameworks,
most of which also use the ESG approach,
including the Task Force on Climate-Related
Financial Disclosure (TCFD), Sustainability
Accounting Standards Board (SASB), and
Carbon Disclosure Project (CDP).
Reducing our
environmental
Impact
Improving
our impact
on society
Running a
well-governed
company
Domino’s governance is overseen
by the Audit and Renumeration
Committees, more information about
these committees and their work
can be found in the Annual Report.
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Strategic report
37Domino’s Pizza Group plc Annual Report & Accounts 2024
governance financial statements
REDUCING OUR
ENVIRONMENTAL
IMPACT
We want to protect the planet by
reducing our impact on the environment
as much as we can, especially when
it comes to waste and carbon emissions.
Improving
our Impact
on Society
When our communities thrive, we all
thrive. We are committed to uplifting our
colleagues, customers, franchise partners,
and suppliers, ensuring we make a positive
impact wherever we do business.
Running a
Well-Governed
company
Our unwavering commitment to
sustainability starts at the top.
We prioritise transparency and diligence
in our governance structures, continuously
striving for improvement in all that we do.
In late 2020, the Financial Conduct Authority issued a policy statement requiring all UK premium listed
companies to include a statement in their annual report that complies with the reporting recommendations of the
Task-Force on Climate-related Financial Disclosure (TCFD) (as set out in Listing Rule UKLR 6.6.6R).
TCFD STATEMENT
38 Domino’s Pizza Group plc Annual Report & Accounts 2024
Sustainability continued
The nature and scope of these disclosures
were supplemented by the Climate-related
Financial Disclosure Regulations 2022 (CFD),
which are similarly based on TCFD but which
include an absolute requirement to report.
Domino’s was required to implement the
reporting recommendations of TCFD applied
to the 2022 financial year, although we chose
to report on the majority of the TCFD
reporting obligations in the 2021 Annual
Report. The following disclosure is consistent
with the TCFD recommended disclosures and
the reporting obligations of the Listing Rules
and the CFD. We are currently in the process
of developing a robust methodology to
quantify the financial impact of the various
risks and opportunities outlined below.
We will provide information on progress
and the results in our next Annual Report.
Our understanding of climate-related risks
and opportunities continues to evolve as
does our disclosure under the TCFD
reporting framework. The following
disclosure sets out the Company’s approach
to governance, risk management, strategy,
and metrics and targets.
Governance
a) Describe the Board’s
oversight of climate-related
risks and opportunities.
The Board retains overall responsibility on assessing risks
and opportunities related to climate change assisted by
the Board’s Committees. In 2021, the Board established
a Sustainability Committee, which has oversight of the
development of strategies, policies and performance in
relation to environmental, social and governance (‘ESG’)
matters, including climate change. The Committee is
chaired by Tracy Corrigan and the other members are two
Non-executive directors. The Committee meets at least
three times a year.
The Audit Committee reviews the Group’s public disclosures
and reporting on climate-related issues, including the
reporting of greenhouse gas emissions and related third-party
assurance. The Remuneration Committee has oversight of the
remuneration of Executive Directors and senior management
and considers how best to align incentives with performance
on ESG matters.
The Company’s approach to climate change and other
environmental issues is articulated in our Group
Environmental Policy.
b) Describe management’s
role in assessing and
managing climate-related
risks and opportunities.
Day-to-day responsibility for running the business, including
ESG matters and climate change issues, rests with the Chief
Executive Officer. The Chief Executive Officer chairs the
Group’s Sustainability Steering Committee which comprises of
Executives across the Group with responsibility for managing
the Group’s sustainability initiatives. The Steering Committee
has an explicit focus on climate-related initiatives and
performance. The Chief Supply Chain Officer has responsibility
for operational delivery of climate change initiatives, as the
supply chain has the most significant environmental impacts,
e.g. production, logistics, energy procurement and
supplier engagement.
The Chief Marketing Officer is responsible for communication
on these issues, and has overall responsibility for corporate
communication and reputational management. Both of these
positions report to the Chief Executive. The Company
Secretary briefs the Board and its Committees on
climate-related issues, and any issues raised are monitored
via our risk assessment process.
Strategic report
39Domino’s Pizza Group plc Annual Report & Accounts 2024
governance financial statements
Strategy
a) Describe the
climate-related risks and
opportunities the
organisation has identified
over the short, medium,
and long term.
The Board actively oversees the impact of climate-related risks
and opportunities on the Group’s strategy and business model
across short (1-3 years), medium (4-10 years), and long-term
(10+ years) horizons. In 2024, we completed our second
scenario analysis exercise, identifying various climate-related
risks and opportunities detailed on pages 41-43.
Our scenario analysis currently employs qualitative
methodologies, but the business understands the importance
of quantifying these scenarios and has plans to begin
quantifying certain impacts in 2025.
In alignment with TCFD recommendations, our scenario
selection process included at least one scenario with a
temperature increase of 2ºC. We excluded overly optimistic
scenarios (no change or less than 1.5ºC) due to current climate
science, evolving government policies, and observed emissions
reduction progress. Similarly, we did not consider extreme
scenarios exceeding a 3ºC increase, adhering to scientific
consensus on probable outcomes.
b) Describe the impact of
climate-related risks and
opportunities on the
organisation’s businesses,
strategy, and financial
planning.
The Company has identified various climate-related risks and
opportunities, following the scenario analysis exercise that
was completed in 2024. The scenarios were based on a range
of credible sources, including the Intergovernmental Panel
on Climate Change’s (IPCC) Representative Concentration
Pathways (RCPs) and Shared Socioeconomic Pathways (SSPs);
International Energy Agency (IEA) scenarios; and the
Principles for Responsible Investment’s (PRI) Inevitable
Policy Response (IPR).
At this stage, the scenario modelling has been restricted to
a qualitative analysis and further work is required to quantify
the risks and opportunities. Details of the scenario analysis
exercise and risks and opportunities are shown on pages 41-43.
In summary, the most significant risks the Company faces
relate to:
1. Increased costs and/or shortage of key ingredients
(2°C increase or more) over long term; and
2. a decline in employee satisfaction arising from challenging
working conditions (3°C increase) over the medium to long
term; and
3. an increased cost of doing business for stores (1.5°C
increase or more).
To mitigate Risks one and three, the Company has developed its
“Store of the Future” concept. This initiative leverages
cutting-edge technology to enhance energy efficiency, reduce
our carbon footprint, and improve operational resilience.
We are actively developing business cases for cost-effective
investments in equipment and services to further reduce
carbon emissions from our own operations and those of our
franchisees.
In response to Risk 2, the Company has begun speaking with
priority suppliers to secure commitments for greenhouse gas
(GHG) emissions reduction to ensure our suppliers are aligned
with our sustainability goals.
Recognising the dual importance of reducing emissions from
our transport operations and enhancing the resilience of our
distribution network, we have begun transitioning our fleet
to lower-carbon vehicles. This initiative supports our ambition
to achieve our science-based targets while also mitigating
potential climate-related disruptions to our distribution
network and navigate increasing local regulations, such as ULEZ
zones, which can make maintaining supply to stores more
challenging without environmentally-friendly vehicles.
c) Describe the resilience of
the organisation’s strategy,
taking into consideration
different climate-related
scenarios, including a 2°C
or lower scenario.
The Company is committed to ensuring the resilience of its
strategy by regularly assessing risks and adapting to changing
climate-related demands. By conducting scenario analyses,
including a 2°C or lower scenario, we evaluate potential
impacts on operations, supply chains, and financial
performance. Insights from these analyses are integrated into
business planning to strengthen long-term sustainability.
Through ongoing stakeholder engagement with franchisees,
suppliers, and customers, we continue to refine our strategies
and address vulnerabilities while capitalising on opportunities.
Regular updates and disclosures ensure transparency and
adaptability in navigating climate-related challenges.
Risk Management
a) Describe the organisation’s
processes for identifying and
assessing climate-related risks.
Our comprehensive risk and opportunity management process
includes quarterly assessments, with findings presented to the
Executive leadership team for strategic decision-making.
Currently, we are developing a framework to quantify
the financial impact of climate-related risks and
opportunities, enhancing our ability to navigate
the challenges and capitalise on the potential of a
changing climate.
b) Describe the organisation’s
processes for managing
climate-related risks.
The Board is responsible for identifying the Group’s principal risks
and how they are being managed or mitigated. All risks are assessed
using our bespoke 5 x 5 risk assessment matrix, which takes into
account probability and likelihood and level of operational control.
We have linked the risks to the pillars of our strategic
plan and manage an active risk register. The risk register
forms part of our overall Risk Management Framework,
reviewed by the Audit Committee on behalf of the Board,
which retains overall responsibility for risk management.
More information on the Group’s Risk Management
Framework can be found on page 24.
c) Describe how processes
for identifying, assessing,
and managing climate-related
risks are integrated into
the organisation’s overall
risk management.
Climate change forms part of one of our principal risks and at a
Company level, management considers the risks of climate change as
they apply to the Group’s stated strategy. This includes the potential
costs and benefits of using lower carbon resources whether for
buildings, transport or otherwise.
At an asset level, each building owned, including the
commissaries and the transportation method, is reviewed
and considered in light of risks, including potential future
regulatory risks. Opportunities for adopting best practice
and the appropriateness for the business going forwards
are also reviewed in order for the Company to be
considered as leaders in the marketplace.
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.
In 2022, the Group started the process of assessing climate-related risks and opportunities through development of climate
scenarios. In 2024, the Group undertook our first refresh of our climate-related risks and opportunities. A summary of the initial
output is shown on pages 42-43.
The Group will continue to refine its methodologies and approach to climate scenarios, and to develop quantification
of potential risks and opportunities. A further scenario analysis will be undertaken in 2025.
b) Disclose Scope 1, Scope 2,
and, if appropriate, Scope 3
greenhouse gas (GHG)
emissions, and the related risks.
The Group manages and monitors its Scope 1, 2 and 3 GHG emissions and reports on these annually through the Streamlined
Energy and Carbon Reporting (‘SECR’) requirements which are shown on page 44.
In 2024, we achieved further decreases in our Scope 1, 2 and 3 emissions. For detailed insights into these reductions and our
strategies for meeting both near-term and long-term emissions reduction goals, please refer to the Group’s Sustainability
Report.
c) Describe the targets used
by the organisation to manage
climate-related risks and
opportunities and performance
against targets.
In 2021, we made public commitments to set a science-based emissions reduction target and to be Net Zero by 2050, and
submitted our proposed targets to SBTi for validation. In 2022, SBTi validated the Group’s targets to reduce Scope 1 and Scope
2 emissions by 42% and Scope 3 emissions by 25% by 2031, and our commitment to achieve Net Zero by 2050. The former is
defined by SBTi as a short-term target. However, as explained above, the Company regards this commitment as falling within its
medium-term risk time frame.
Progress toward achieving these targets is underway. The Company has already installed solar panels on our three largest SCCs
and is investing in lower-emission vehicles for our fleet, among other initiatives that will contribute to reducing emissions.
Over 97% of the Company’s emissions relate to Scope 3, with the overwhelming majority deriving from ingredients used to
make our products and energy consumption within our franchised stores. With regard to the former, in 2024 we secured
commitments from our top suppliers to reduce their own emissions. We will continue to work with all our suppliers to
understand how they are planning to reduce their emissions and support them in their efforts through investigating
collaboration and joint iniaitives.
The Company is focused on developing a suite of metrics that align its business performance with the risks and opportunities
arising from climate change. Specifically, we will seek to quantify these risks and opportunities and incorporate them into the
decision-making process around capital expenditure, selection of suppliers, and development of new products.
TCFD STATEMENT continued
40 Domino’s Pizza Group plc Annual Report & Accounts 2024
Sustainability continued
The scenarios used are summarised below and include a 2°C
scenario as suggested by the TCFD reporting recommendations.
They draw on the Intergovernmental Panel on Climate Change’s
(IPCC) Representative Concentration Pathways (RCPs) and Shared
Socioeconomic Pathways (SSPs); International Energy Agency (IEA)
scenarios; and the Principles for Responsible Investment’s (PRI)
Inevitable Policy Response (IPR) scenarios. We recognise that such
a modelling exercise cannot provide precise predictions of future
events and will have to be revisited periodically and adapted to
evolving data and scientific developments. This process will
continue in 2025 and we will report on progress next year.
Scenario analysis and climate-related
risks andopportunities
The Group conducted a comprehensive update of its 2022 scenario
analysis in 2024, aiming to re-assess and validate that the previously
identified risks and opportunities remained aligned with the most
critical issues facing the business. The methodology for the scenarios
analysis was developed by external advisers. A cross-functional team
was engaged, through a series of workshops, to develop the scenario
modelling exercise and articulate the potential risks and opportunities
from the perspectives of our stakeholders: customers, colleagues,
franchisees, suppliers and investors.
Anticipated change
Action taken has achieved the aims
set out in the 2015 Paris Agreement
to limit climate change to below
1.5°C of pre–industrial levels,
but with significant shifts in policy,
cost increases and consumer
behaviour change.
1.5°C
temperature rise
above pre-industrial
levels
An Uncertain and Volatile World
Not much has changed from today.
Some action has been taken, but
it’s very much business as usual.
Uncertainty increases and the
impacts of a changing climate
manifest themselves in vulnerable
parts of the world.
2.0°C
temperature rise
above pre-industrial
levels
An Irreversible Change
Economies around the world have
continued to be powered by fossil
fuels. As a result, the planet is in crisis
and well past the point of no return by
2030. Global warming has accelerated
and changes in climate are all around,
tangible and, in some cases,
catastrophic.
3.0°C
temperature rise
above pre-industrial
levels
Strategic report
41Domino’s Pizza Group plc Annual Report & Accounts 2024
governance financial statements
TCFD STATEMENT continuedTCFD STATEMENT continued
S
Short
M
Medium
L
Long
Higher cost of raw materials and supply chain disruption
Supply chain disruption and increased cost of ingredients and non-food raw
materials (such as cotton for uniforms). Global crop yield loss from increasing
temperatures, changing precipitation patterns, biome shifts, and extreme
weather events drives up cost of raw materials.
For scenarios two and three, key food staples see marked yield declines.
These declines are coupled with increased prevalence of pests and
diseases, further challenging food production systems.
Description Mitigation measures identified
Closer monitoring of trends for key ingredients and open conversations
with key suppliers. Work with suppliers to understand trends impacting
yield and avoid soil degradation.
Menu innovation to reduce the cost of ingredients.
Time frame
M L
Applicable scenarios and materiality
1.5 Not significant 2.0 significant 3.0 significant
Physical
Risk type
Employees’ wellbeing and satisfaction
Heat waves and higher temperatures leading to challenging working conditions
and a decline in employee job satisfaction and wellbeing for store employees,
delivery drivers, and supply chain centre (SCC) workers. Increase in health and
safety issues working in a hot environment with staff availability, scheduling of
breaks and recruitment/retention issues. Satisfaction is further eroded by
complaints from unhappy customers after visiting uncomfortably hot stores.
Description Mitigation measures identified
Notwithstanding the significant barriers to mitigating this risk and improving
working conditions, including the cost of store remodelling, the requirement for
additional planning for adding air conditioning to some units, and the impact
that adding air conditioning could have on DPG’s reputation as a good
neighbour, the following potential mitigation measures are identified:
· Retrofitting stores for improved air extractions systems (oven hoods)
and/or increased use of AC for cooling;
· Mandating the use of AC by franchise partners; and
· A summer uniform for in-store and delivery drivers.
Time frame
L
Applicable scenarios and materiality
1.5 Not significant 2.0 significant 3.0 significant
Physical
Risk type
Failure to engage franchisees to decarbonise
The challenge of convincing franchisees to shift to Net Zero model.
In scenario one, pressure is coming from requirements to have a clear transition
plan and implement it (Transitions Plan Taskforce). Coupled with the move away
from the use of natural gas, this will put direct pressure on stores to explore the
use of electric ovens, for example. For scenario two, the lack of clarity on
transition planning will provide little incentive for franchisees to decarbonise.
Description Mitigation measures identified
Time frame Applicable scenarios and materiality
1.5 significant 2.0 significant 3.0 not significant
Working more closely with franchisees to collect energy data, calculate
GHG emissions, using this data to explore the benefits (financial and otherwise)
of the application of energy efficiency improvements. (Note for DPG:
this has been more directly explored in the Store of the Future/Lower carbon
store project.)
M L
Transitional
Risk type
Time frame Applicable scenarios and materiality
1.5 significant 2.0 not significant 3.0 not significant
L
Accelerated expectations from financial stakeholders (investors, financiers and insurers)
Decrease in access to finance from investors, particularly true for businesses
regarded as having an unsustainable business model from failure to commit to
the Net Zero pathway.
Description Mitigation measures identified
Clear transition pathway set in alignment with the TPT to address any potential
concerns about the company’s commitment to targets and resilience.
Transitional
Risk type
42
Domino’s Pizza Group plc Annual Report & Accounts 2024
Sustainability continued
Increased cost of doing business for stores
Costs of doing business for stores will increase due to changes in policy (i.e.
carbon tax, Carbon Border Adjustment Mechanism – CBAM) and societal
pressure as companies reduce their carbon footprint is exacerbated by shifts in
product supply and demand reducing margins. The increased cost of doing
business for stores will be more directly reflected in the challenges to continue
using gas ovens, and the pressure to start switching to electric ovens. Similarly,
with incoming bans on ICE vehicles, deliveries will need to start shifting
towards electric vehicles (DPG owned stores already using 100% epeds).
Description Mitigation measures identified
Exploring the use of electric pizza ovens and planning ahead
for a (long-term) transition.
Domino’s will evaluate how to best support franchisees in this transition.
Time frame
M
Applicable scenarios and materiality
1.5 significant 2.0 significant 3.0 not significant
Transitional
Risk type
Impact of heatwaves, extreme weather events and flooding for stores and supply chain centres (SCCs)
Description Mitigation measures identified
Retrofitting stores (improve ventilation and heat dissipation) as well
as the electrification of the delivery fleet will ensure that Domino’s stores
remain resilient.
Time frame Applicable scenarios and materiality
1.5 not significant 2.0 significant 3.0 significant
L
Physical
Risk type
Extreme weather events and flooding in the UK and Ireland disrupt store
operations and SCC operations.
Flooding and heatwaves cause problems for labour availability and stock
scheduling (as customers switch preferences), dough-proofing issues and
potential suspension of customer deliveries. The cost of insurance to protect
the business will be significant and presents a financial risk.
Cost savings from transition to alternative delivery modes
Potential cost savings and profitability increase on deliveries with the transition
to mopeds/epeds/bicycles and the increase in customers choosing to collect on
foot rather than order a delivery to reduce their environmental impact.
Description Plan for realising the opportunity
Domino’s will continue to monitor customer trends as well as explore options
to transition into alternative delivery modes such as epeds and bicycles where
feasible. Option to be explored jointly with franchisee partners.
Time frame Applicable scenarios and materiality
1.5 significant 2.0 significant 3.0 not significant
L
Physical
Risk type
Failure to adapt to changes in customer preferences
Decline in customer satisfaction, leading to reduced sales. Lower levels of
customer disposable income potentially reducing size and frequency of food
orders. Scenario one: Customer preferences shift away from DPG core menu
range, i.e. foods with high carbon footprint per meal (e.g. meat and cheese).
Scenarios two and three: Extreme weather events lead to gaps in menu choices,
leading to increased complaints and reduced brand loyalty as customers switch
to brands with better availability and consistent product quality. Lower level of
customer demand for pizza at hotter ambient temperatures.
Description Mitigation measures identified
Constant monitoring of consumer trends and quick adaptation of the product
offering will ensure DPG remains as a strong brand choice for consumers. DPG
to start exploring alternative ingredients that may be a suitable replacement in
the future (whether for sustainability reasons or product availability).
Time frame Applicable scenarios and materiality
1.5 significant 2.0 significant 3.0
significant
L
Transitional
Risk type
Strategic report
43Domino’s Pizza Group plc Annual Report & Accounts 2024
governance financial statements
Streamlined energy
and carbon reporting
In 2024, we continue to report on our
Greenhouse Gas (‘GHG’) emissions and
continue to collect more primary data
to better track and understand our emissions,
as well as analysing the data to identify
where we can make improvements.
In addition to our own internal processes
and governance, Domino’s Pizza Group
has commissioned independent limited
assurance on selected metrics.
PricewaterhouseCoopers LLP (‘PwC’)
carried out a limited assurance engagement
on selected GHG emissions data for the year
ending 31 December 2024 in accordance
with International Standard on Assurance
Engagements 3000 (revised) and 3410,
issued by the International Auditing and
Assurance Standards Board.
A copy of PwC’s report and our Methodology
Document is on the Domino’s Pizza Investor
Relations website (https://investors.dominos.
co.uk/investors/shareholder-information/
independent-limited-assurance). The figures
that have been covered by this assurance
process are indicated in the table below by
the following symbol:
A
Greenhouse gas emissions summary for 2024
Our reporting period for GHG emissions is from 1st January to 31st December.
Tonnes of CO
2
e – All operations Tonnes of CO
2
e – UK only
2024 2023 2024 2023
Total tCO
2
e emissions (market-based) 13,469 14,439 11,646 12,273
Total tCO
2
e emissions (location-based) 15,552 16,750 14,040 14,865
Scope 1 greenhouse gas emissions tCO
2
e 12,368
A
12,758 11,271 11,524
Scope 2 (location-based) greenhouse gas emissions tCO
2
e 3,184
A
3,992 2,769 3,341
Scope 2 (market-based) greenhouse gas emissions tCO
2
e 1,101
A
1,681 376 749
tCO
2
e per tonnes of dough produced (location based) 0.33
A
0.35 0.32 0.34
Total Energy Consumption (MWh) 68,282 71,562 61,826 64,671
Scope 3 greenhouse gas emissions tCO
2
e
1
431,082 456,972 N/A N/A
1. The Scope 3 emissions figure above includes estimated emissions in respect of category 12 (‘End-of-life treatment of sold products’), due to the required data not being available at the
time of reporting. This number will be updated in our 2024 Sustainability Report.
TCFD STATEMENT continued
Domino’s Pizza Group has estimated its
Scope 3 emissions in accordance with the
Greenhouse Gas Protocol Corporate
Standard using a screening methodology.
The screening methodology has reviewed
all 15 potential categories as defined in the
Greenhouse Gas Protocol and has modelled
seven categories (including category 1 –
Purchased Goods & Services; and category
12 – End-of-Life Treatment of Sold Products)
which are deemed to be the most material to
the Group’s operations. For 2024, the
estimated Scope 3 emissions for all
operations amounted to 431,082 tCO
2
e.
Domino’s has committed to the
following climate-based targets
which have been validated by SBTi:
1
Reduce greenhouse gas emissions
from direct operations (supply
chain, support offices and
corporate stores) (Scope 1 and 2
– market-based) by 42% by 2031.
2
Reduce greenhouse gas emissions
from franchise stores and
suppliers (Scope 3) by 25%
by 2031.
3
Reach net zero by 2050.
44 Domino’s Pizza Group plc Annual Report & Accounts 2024
Sustainability continued
1. https://investors.dominos.co.uk/sites/default/files/
attachments/pdf/methodology-statement.pdf
Methodology
We have adopted the operational control
approach to calculating our emissions and
have used a combination of Defra and SEA
of Ireland emission factors to calculate
our carbon emissions across our footprint.
For specific details on how we report
our GHG emissions, please refer to
our Methodology Document on the
Domino’s website
1
.
Emissions for sites within the Group’s
operational control have been disclosed,
including our offices, corporate stores,
and supply chain centres (supplying both
corporate stores and franchises).
Emissions Intensity: We have chosen to
report our emissions in relation to tonnes
of dough produced, as this figure reflects
activity at our SCCs which supply dough to
our own corporate stores and our network
of franchises across the UK and ROI.
Exclusions: There are no material exclusions.
Energy efficiency activities: Solar panels
in our Supply Chain Centres (SCCs) went
live at the start of 2024 and reduced the
consumption from the grid from our largest
SCCs (particularly in the summer months).
These three SCCs generated close to
1,400MWh, generating savings in emissions
equivalent to 545 tonnes of CO
2
e
(market-based).
Trend narrative
Overall, we have observed a decrease
in Scope 1 and 2 emissions, with a 6.7%
reduction using market-based calculations
and a 7.2% reduction using location-based
methods from last year.
a) Scope 1 emissions have declined by 3.1%
year-over-year, primarily attributed to
the disposal of Corporate Stores, which
significantly reduced our emissions for the
year. While improved data collection on
F-gases contributed to a minor decrease
in emissions, this reduction was largely
counterbalanced by increased emissions
from heightened business travel using
company vehicles.
b) Scope 2 emissions have also decreased,
with market-based calculations showing
a 34.5% decrease and location-based
calculations showing a 20.2% decrease.
A reduction in electricity consumption was
driven by the disposal of Corporate Stores
mid-year, as well as solar panels in our
SCCs going live at the start of the year.
c) Scope 3 emissions decreased by 5.7%
year-on-year, driven by reduced emissions
intensity in key products and improved
supplier-specific emissions factors for
ingredients like wheat.
CDP Score
Domino’s has responded to CDP’s
annual climate change questionnaire
since 2010 and completed the forest
questionnaire for the first time in 2022.
CDP disclosure allows Domino’s to
assess the impact of our strategies and
progress in managing climate change-
related risks, reducing emissions, and
combatting deforestation across our
value chain. Responding to CDP is one
way that Domino’s exhibits our
commitment to emissions reduction and
ensuring a sustainable future.
To ensure transparency and in line with
investor expectations, DPG responded
to CDP Climate Change, Forest and
Water Security Questionnaires in 2024.
We retained our score of B for our work
in mitigating our effects on Climate
Change. The B score indicates we
continue to address the environmental
impacts of our business and ensure good
environmental management. In addition,
we completed the CDP Forest
Questionnaire and retained our C score,
indicating our performance at the
’Awareness’ level. 2024 was the first
year we completed the CDP Water
Security Questionnaire and we achieved
a C score indicting our performance at
‘Awareness’ level. We will continue to
work to improve our scores and build
our plan for addressing key areas.
Strategic report
45Domino’s Pizza Group plc Annual Report & Accounts 2024
governance financial statements
Gender Diversity
We believe that diversity, equity
and inclusion (DE&I) in the
workplace is crucial. We want
to provide a great working
environment, where all our
colleagues can learn, develop,
challenge and harness their skills.
We continued to invest in our
people in 2024.
Our progress in 2024 included the launch of a
Women’s Network, as well as a refresh of our
DE&I policy documents and the introduction
of guidance including a Menopause Policy
and Supporting Trans Colleagues.
We remain committed to expanding our
DE&I training and learning programmes to
raise awareness on key DE&I topics, promote
cultural competency and foster inclusive
behaviours. We’ve improved our hiring
process to make sure we are hiring diverse
talent, and we continue to evaluate the
effectiveness of our DE&I initiatives,
gather feedback and adjust where needed
so our employee base reflects the diverse
communities we serve.
More information about DE&I is available
in our 2024 Sustainability Report.
All employees 2024
(UK & Ireland)
2,058
Senior Leadership Team 2024
(UK & Ireland)
43
XX%
XX%
Group PLC Directors 2024
(UK & Ireland)
9
XX%
XX%
Chart title
(Xm)
7
5
%
1
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5
3
9
o
u
t
o
f
2
,
0
5
8
2
5
%
5
1
9
o
f
2
,
0
5
8
Male
Female
Chart title
(Xm)
6
7
%
2
9
o
f
4
3
3
3
%
1
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Chart title
(Xm)
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READ MORE ON
SUSTAINABILITYATDOMINO’S
inoursustainability
report
Sustainability continued
46 Domino’s Pizza Group plc Annual Report & Accounts 2024
In line with our commitment to uphold high standards of conduct and compliance, we align our reporting
to the Non-Financial and Sustainability Reporting requirements of sections 414CA and 414CB set out in
the Companies Act 2006.
NON-FINANCIAL and sustainability INFORMATION STATEMENT
Required information Policies and due-diligence Coverage
Environmental matters
Environmental policy
Read more on Policies: https://investors.dominos.co.uk/investors/policies
Employees
Diversity Policy
CEO Pay Ratio Reporting
See pages 61 and 94
Social matters
Charity
See page 32
Respect for
human rights
Data Protection Policy
Human Rights Policy
Read more on Policies: https://investors.dominos.co.uk/investors/policies
Anti-corruption
and bribery matters
Anti-Bribery and Corruption Policy
Risk Management Policy
Criminal Finances Act Policy
Whistleblowing Policy
See page 101
Description of the
business model
See page 12
Principal risks and impact
of business activity
See pages 24 to 29
Non-financial
key performance
indicators
See page 16
Signed on behalf of the Board:
Andrew Rennie
CHIEF EXECUTIVE OFFICER
10 March 2025
Strategic report
47Domino’s Pizza Group plc Annual Report & Accounts 2024
governance financial statements
BOARD OF DIRECTORS
The Board of
Directors are
responsible for
determining the
overall strategy
of the Group.
The structure of the
Board and the integrity
of the individual Directors
ensures that no single
individual or group
dominates the
decision-making process.
Membership Key
C
Committee Chair
A
Audit Committee
N
Nomination &
Governance
Committee
R
Remuneration
Committee
S
Sustainability
Committee
Matt was appointed
to the Board as Chair
on 16 March 2020.
Nationality: American
Experience: Matt joined Beam,
the world’s third-largest
premium spirits company, in
March 2009 as President and
CEO, and led the company’s
successful growth-strategy
transformation and subsequent
transition to become a
standalone public company
in 2011. He then led the
integration of the Beam and
Suntory spirits businesses
following Beam’s acquisition
by Suntory in 2014. Matt
served as Non-executive
Chairman of Beam Suntory Inc.
until December 2020. Prior to
joining Beam, he spent
six years at Cadbury plc,
where he led its businesses
in The Americas and then in
the Europe, Middle East and
Africa region. Prior to Cadbury,
he spent 16 years at Unilever
in various leadership roles,
culminating in his role as Chief
Operating Officer of Unilever
Best Foods North America.
Matt is an experienced
Chairman and has a
demonstrable track record
of strong leadership and of
driving sustained value
creation through building
innovative brands and
operational excellence.
Other appointments:
Matt is currently the Lead
Independent Director of
The Clorox Company and
a Non-executive Director
of VF Corporation.
Andrew joined the Board
on 1 August 2023 and was
appointed as Chief Executive
Officer on 8 August 2023.
Nationality: Australian
Experience: Andrew has
an extensive career in the
Domino’s global system,
a deep knowledge of the
brand, vast experience of
working with franchisees,
and was himself a very
successful multi-unit
franchisee for a decade.
Andrew spent over two
decades with Sydney-listed
Domino’s Pizza Enterprises
(DPE), in roles including: CEO
of France and Belgium from
2006 to 2010, COO and then
CEO of its Australia and New
Zealand business from 2010 to
2013, and CEO of its European
business from 2014 to 2020,
which includes the Master
Franchise Agreements for
France, Germany, Belgium
and the Netherlands.
Other appointments: Andrew
is Chair of The Cheesecake
Shop, a business operating in
Australia and New Zealand.
Edward joined the Board
as Chief Financial Officer
in October 2022.
Nationality: British
Experience: Prior to joining
Domino’s, Edward served as
Regional Finance Director UK
& Ireland at Just Eat Takeaway
plc (Just Eat), successfully
leading the business through
substantial growth and
transformational change since
2018. Prior to Just Eat, Edward
held a range of senior finance
roles at Aggreko plc, Amazon
Inc, and Diageo plc. He is a
Chartered Accountant.
Other appointments: None.
Ian joined the Board in
April 2019, was appointed
as the Senior Independent
Director on 9 September
2019 and became the
designated Director for
Workforce Engagement
on 4 January 2024.
Nationality: British
Experience: Ian is a Fellow
of the Chartered Institute of
Management Accountants
and has over 30 years’ financial
experience with a variety of
businesses across a range of
sectors. He was previously
Group Finance Director
of Greene King plc, Chief
Financial Officer at Ladbrokes
plc, and was most recently
Chief Financial Officer of
Parkdean Resorts Group.
His finance career included
the Walt Disney Company,
Whitbread plc and BT Group.
Ian was formerly a Non-
executive Director of Paypoint
Ltd, Chair of Lookers plc and
Senior Independent Director
and Audit Committee Chair of
St. Modwen Properties plc.
Other appointments: Ian is
currently Senior Independent
Non-executive Director and
Audit Committee Chair of
Dunelm Group plc and Audit
Committee Chair of Croda
International plc.
Matt
Shattock
Andrew
Rennie
Edward
Jamieson
Ian
Bull
N
R
a
R
N
chair Chief
Executive
Officer
Chief
Financial
Officer
Senior
Independent
Director
48 Domino’s Pizza Group plc Annual Report & Accounts 2024
Elias was appointed to the
Board in October 2019
and was appointed as Chief
Executive Officer on an
interim basis from 10 October
2022 to 7 August 2023.
Nationality: Spanish
Experience: Elias has over
20 years’ experience of leading
developing global consumer
foods brands and teams all
over the world (Europe,
Middle East, Asia Pacific and
North America). He led the
Kraft Heinz turnaround in
UK, Ireland and Nordics as
President for Northern Europe.
Prior to that he spent 15 years
with Restaurant Brands
International in various roles,
which included Global CEO
of Tim Hortons, President Asia
Pacific for Burger King and
SVP Franchise and Emerging
Markets Europe, Middle East
and Africa also for Burger King.
Most recently, Elias co-founded
Popeyes in the UK as well as
invested in Restaurant Brands
Iberia (Burger King, Popeyes
and Tim Hortons in Spain
and Portugal).
Other appointments: None.
Natalia joined the Board in
September 2020, she was
Chair of the Sustainability
Committee from 30 November
2021 to 4 January 2024, and
was appointed as Chair of the
Remuneration Committee on
4 January 2024.
Nationality: French
Experience: Prior to joining
Domino’s, Natalia spent
14 years at Yum! Brands, Inc.
where she held various senior
positions, including Chief
Financial Officer at Taco Bell,
Chief Commercial Officer of
Yum! Brands and General
Manager of Pizza Hut Europe.
Natalia was born in Ukraine
and has worked in a wide range
of countries. She started her
career at SFAT Transportation
Services before progressing to
roles at Unertek Engineering,
Ford Motor Company and
Rosinter Restaurants Holding.
Natalia was previously an
Adviser for Kharis Capital and
a Non-executive Director of
Mediclinic International plc.
Other appointments: None.
Tracy joined the Board in May
2022 and was appointed as
Chair of the Sustainability
Committee on 4 January 2024.
Nationality: British
Experience: Tracy was Chief
Strategy Officer of Dow Jones
from 2014 until 2020 and
previously held senior positions
at the Wall Street Journal,
including Editor in Chief,
Europe. She has headed news
websites, WSJ.com and FT.
com. Among other roles in
journalism, she was the Editor
of the Financial Times’ Lex
Column and a columnist at
the Daily Telegraph.
Other appointments: Tracy
is currently a Non-executive
Director of Barclays Bank
UK and Direct Line Group.
She also sits on the Board
of The Scott Trust, which
owns Guardian Media Group,
and she chairs Scott Trust
Endowment Ltd.
Lynn was appointed to the
Board in September 2020.
Lynn was appointed as Chair
of the Audit Committee on
30 November 2021.
Nationality: British
Experience: Lynn was most
recently Managing Partner of
private capital firm Larchpoint
Capital LLP, a position she
held between June 2017 and
February 2021. Prior to joining
Larchpoint, Lynn was CEO of
SVG Capital plc for nine years
and before that held senior
finance, risk and strategy
positions at Barratt
Developments plc, BAA plc,
Boots plc, ED&F Man plc,
BAT plc and Mobil Oil.
Lynn spent seven years on the
Board of brewer and pub
operator Fuller, Smith & Turner
plc where she also chaired the
Audit Committee and was a
member of the Remuneration
and Nominations Committees.
As a non-executive, she was
a Supervisory Board Member
of Varo Energy BV and is
currently Chair of RMA –
The Royal Marines Charity.
Other appointments: Lynn
is currently a Non-executive
Director and Chair of the
Audit and Risk Committees
at Caledonia Investments
plc and NCC Group plc. Lynn
is also the Non-executive
Chairman of NewRiver
REIT plc.
Mitesh was appointed to
the Board on 1 June 2024.
Nationality: British
Experience: Mitesh is
an entrepreneur with
significant executive-level
experience in large retail
groups. Mitesh is the
co-founder of Lenstore
and, over 16 years,
developed the business
from a broom cupboard
above his parents’ shop
into one of Europe’s largest
online optical retailers. He
was a member of the Vision
Express Executive Team and
at the age of 35 became the
youngest member of the
GrandVision Global
Management Team –
at the time the world’s
largest optical group.
Mitesh was previously a
Non-Executive Director of
Pizza Hut UK Limited, a
member of the Companies
Committee at the General
Optical Council, and
a Trustee of DePaul UK,
the youth homelessness
charity, where he was
also Chair of the DePaul
Trading Company.
Other appointments: Mitesh
currently sits on the Board
of Trustees of Oxfam GB.
Elias
Diaz Sese
Natalia
Barsegiyan
Tracy
Corrigan
Lynn
Fordham
Mitesh
Patel
S
N
R
N
R
a n
Non-
executive
Director
Non-
executive
Director
Non-
executive
Director
Non-
executive
Director
Non-
executive
Director
N
A
s
R
R
N
S
a
49Domino’s Pizza Group plc Annual Report & Accounts 2024
financial statementsgovernanceStrategic report
2024 has been a year
offocusing the business
onlong-term growth…
matt
shattock
chair
I am pleased to present my Corporate
Governance review for the Group.
2024 has been a year of focusing the business
on long-term growth in its core UK & Ireland
market, and pursuing additional growth
opportunities. The management team, led by
Andrew Rennie, set out its vision to drive the
growth of the business in December 2023.
During 2024 we secured a new five-year Profit
and Growth Framework with our franchise
partners, acquired the Shorecal business to
capitalise on the growth opportunities on the
Island of Ireland, disposed of our London
corporate store estate and made a strategic
investment through a 12.1% holding in
Domino’s Pizza Poland.
Our governance structure provides a
framework to support the development and
operation of business, utilising the breadth of
skills and experience around the Boardroom
table. Our governance arrangements provide
rigour and discipline, but are also sufficiently
nimble to enable the business to work at pace,
to pursue opportunities and adapt to the
changes in the business environment and the
challenges posed by the continued uncertain
macro-economic environment.
Our corporate governance arrangements are
critical in ensuring that the Board is able to:
· direct and control the Group;
· provide strategic leadership and
effective oversight;
· promote a culture that supports the
long-term success of the Company
and its stakeholders; and
· maintain a framework within which the
Executive leadership team can conduct
its day-to-day operational management
of the business.
The work of the Board is supported by its four
standing Committees. You will find details of
the activities of the Nomination & Governance
Committee on pages 60 to 62. The report on
the Sustainability Committee, chaired by Tracy
Corrigan, is shown on pages 63 to 64. The
report of the Audit Committee, chaired by Lynn
Fordham, can be found on pages 65 to 71.
Lastly, the report from the Chair of the
Remuneration Committee, Natalia Barsegiyan,
and the Director’s remuneration report is set
out on pages 72 to 98. The Board’s Committees
play an important role in the governance of the
business and I’m grateful to the support of the
chairs of the Committee’s for their outstanding
support to the Board and the wider business.
Details of engagement with our principal
stakeholders are set out on pages 32 and 33,
and the Board’s report on how stakeholders’
views are taken into account when decisions
are made is set out on pages 34 and 35.
We have a clearly defined purpose and values
which underpin and promote our culture to
deliver our strategic objectives and the
long-term success of the business for the
benefit of all our stakeholders. We recognise
that the Board has a crucial role in establishing
and maintaining the right culture and continue
to work with the Executive leadership team to
promote the Group’s values and to monitor
attitudes and behaviours to ensure that they
are consistent with our culture. This is achieved
in a variety of ways, which include reviewing
the results of colleague engagement surveys
and responding to feedback; dialogue and
interaction with senior management and the
workforce generally; reviewing reports raised
through the Group’s confidential Speak Up
arrangements; receiving regular reports on
training programme completion rates;
interaction between management and the
Internal Audit function; reports and
presentations on health and safety
management. Examples of how our purpose
and values have been rolled out into the
business are shown on page 2.
The remainder of this report sets out how the
Board has applied the principles of good
governance set out in the Financial Reporting
Council’s (‘FRC’) 2018 version of the Corporate
Governance Code (the ‘Code’). In the 2025
annual report the Group’s governance
arrangements will take account of changes
required by the version of the Code published
by the FRC on 22 January 2024.
Once again, I’d like to thank my Board
colleagues for their diligence and hard work.
The Group is fortunate to have a high calibre
and highly engaged Board, always willing to
provide support, guidance and constructive
dialogue and to go the extra mile.
Matt Shattock
chair
10 March 2025
50 Domino’s Pizza Group plc Annual Report & Accounts 2024
CHAIR’S INTRODUCTION TO CORPORATE GOVERNANCE
Board leadership and Company purpose
See pages
A. Effective and entrepreneurial Board to promote the long-term sustainable
success of the Company, generating value for shareholders and contributing
to wider society.
B. Purpose, values and strategy with alignment to culture.
C. Resources for the Company to meet its objectives and measure
performance. Controls framework for management and assessments of risk.
D. Effective engagement with shareholders and stakeholders.
E. Consistency of workforce policies and practices to support long-term
sustainable success.
Strategic report 1 – 47
Board engagement with key stakeholders 32 – 33
Shareholder engagement 53
Audit Committee report 65 – 71
Division of responsibilities
see pages
F. Leadership of Board by Chair.
G. Board composition and responsibilities.
H. Role of Non-executive Directors.
I. Company secretary, policies, progress, processes, information, time and resources.
Board composition 57
Key roles and responsibilities 54 – 55
Information and training 58
Composition, succession and evaluation
see pages
J. Board appointments and succession plans for Board and senior
management, and promotion of diversity.
K. Skills, experience and knowledge of Board and length of service of Board as
a whole.
L. Annual evaluation of Board and Directors and demonstration of whether
each Director continues to contribute effectively.
Board composition 57
Board, Committee and Director performance evaluation 58 – 59
Nomination & Governance Committee report 60 – 62
Audit, risk and internal control
see pages
M. Independence and effectiveness of internal and external audit functions,
and integrity of financial and narrative statements.
N. Fair, balanced and understandable assessment of the Company’s position
and prospects.
O. Risk management and internal control framework and principal risks the
Company is willing to take to achieve its long-term objectives.
Audit Committee report 65 – 71
Strategic report 1 – 47
Fair, balanced and understandable Annual Report 71
Going concern basis of accounting 71
Viability statement 30
Remuneration
see pages
P. Remuneration policies and practices to support strategy and promote
long-term sustainable success, with executive remuneration aligned to
Company purpose and values.
Q. Procedure for Executive, Director and senior management remuneration.
R. Authorisation of remuneration outcomes.
Remuneration Committee report 72 – 98
OUR VALUES
We do the right thing
We care about our impact on our brand,
our colleagues, our communities and the
wider world. So we’re proud to do the right
thing and keep our promises.
We are one team
We respect and celebrate the whole team
for who we are and the value we each bring.
We grab the amazing opportunities to grow,
succeed and live our best work-life.
We love customers
Every decision and action we take has customers
at the heart. We listen to customers and create
great experiences to delight them and keep them
coming back for more.
We are bold
It takes courage and determination to lead
the field. Dominoids are bold, entrepreneurial,
we aren’t afraid to innovate and learn fast
to become better every day.
We grow and win together
No one can beat us when we’re working
hard and playing hard together. We share big
ambitions, have a growth mindset and enjoy
success as one Domino’s.
OUR VISION
To be the favourite food delivery
and collection brand with pizza
at our heart.
OUR purpose
Delivering a better future
through food people love.
51Domino’s Pizza Group plc Annual Report & Accounts 2024
financial statementsgovernanceStrategic report Strategic report governance financial statements
Compliance with
theukcorporate
governance code
Domino’s Pizza Group plc (the ‘Company’)
is incorporated and has an ESCC listing in
the UK. As a result, it is required to report
on its compliance with the UK Corporate
Governance Code (the ‘Code’) or explain
why it has chosen not to comply. For the
year ended 29 December 2024, it was
subject to the edition of the Code published
by the FRC in July 2018, which is available
from www.frc.org.uk. The Company
complied with the Code throughout
the year.
The Code’s main principles and provisions
set out the key elements of effective Board
practice. We explain in this report how
we have applied these during the year.
Where appropriate, some explanations are
contained in the Nomination & Governance
Committee report, the Audit Committee
report, the Directors’ remuneration
report and the Directors’ report.
Within our delegation framework,
the Board retains certain key
decision-making responsibilities:
· Setting the Group’s purpose and
its values
· Setting and approving overall
Group strategy
· Setting and approving the Group’s capital
structure and funding arrangements
· Setting a risk appetite, within which
management is required to operate
· Reviewing and approving business
plans and budgets
· Reviewing and approving major
business decisions
· Reviewing major risks and the
implementation of mitigation strategies
· Reviewing the functioning of the
internal control environment
· Monitoring operational and trading
results against previously approved plans
· Reviewing and approving significant
contractual and other commitments,
including capital expenditure
· Reviewing corporate governance
arrangements
· Reviewing succession plans for the
Board and Executive Directors
· Exercising its control by an annual
review of ‘matters reserved’ for the
Board’s decision
As noted above, the Board is responsible
for determining the nature and extent
of the principal risks it is willing to take in
achieving its strategic objectives. It also
retains oversight of the risk management
and internal control systems with the
aim that these are sound and protect
stakeholders’ interests.
Board leadership and Company purpose
The Company is led by the Board, whose
members are collectively responsible for the
long-term success of the Company. Day-to-
day management of the business is delegated
to management, led by the Chief Executive
Officer. The role of the Board can be
summarised as follows:
Decide on the longer-term aims
· Agree the Company’s business model
· Agree an appetite for risk
· Set values and standards for the Company
· Provide entrepreneurial leadership
· Appoint the Executive Directors
Decide on the short-term goals
· Review and approve the strategy, providing
constructive challenge as necessary
· Ensure the necessary financial and
human resources are in place
· Agree business plans and budgets
· Review the risk management process
and internal control environment
Monitor and manage performance
· Monitor management’s performance
in delivering the strategy, and challenge
or support as necessary
· Approve major expenditure and
other commitments
· Monitor the risk environment in
which the Company operates and
review internal controls
· Determine the remuneration of Executive
Directors and senior management
· Oversee the governance of the Company
and Group to ensure shareholders’
interests are protected
Report to, and engage with, stakeholders
· Monitor the integrity of financial
information and the reporting of
performance generally
· Report to shareholders on
business performance
· Ensure other external obligations are met,
including reporting to other stakeholders
· Understand stakeholders’ views
and act as necessary
Meetings of Non-executive Directors
· The Non-executive Directors, led by the
Chair, meet without the Executive
Directors being present. In addition, the
independent Non-executive Directors, led
by the Senior Independent Director (‘SID’),
meet during the year as needed, including
to review the performance of the Chair.
The Board is supported in its work by
four Committees:
Terms of reference for these Committees,
which are regularly reviewed by the
Board, are available on the Company’s
investor relations website (https://investors.
dominos.co.uk) as is the formal schedule of
matters reserved for the Board’s decision.
52 Domino’s Pizza Group plc Annual Report & Accounts 2024
CORPORATE GOVERNANCE
The Sustainability
Committee has oversight
of the Group’s progress
on sustainability-related
matters; agreeing targets
and associated KPIs;
and ensuring effective
communications with
stakeholder groups.
It oversees external
reporting against relevant
reporting standards and
makes recommendations
to the Board on
sustainability matters
relevant to the Group.
The Audit Committee
assists the Board
in discharging its
responsibilities for the
integrity of the financial
statements, reviewing
the internal control
environment and risk
management systems,
overseeing the activities
of the Group’s Internal
Audit function, managing
the relationship with
the external Auditors
and monitoring the
effectiveness and
objectivity of the
external Auditors.
The Nomination &
Governance Committee
oversees the recruitment
of the Directors and
advises on matters relating
to the Board’s membership
and Committee
appointments, including
diversity, inclusion and
reviewing succession
plans. The Nomination &
Governance Committee
also regularly reviews
and monitors the overall
skills and experience of
the Board, diversity and
inclusion within the
wider Group, and senior
management succession
and development plans.
The Remuneration
Committee determines
the terms and conditions
of employment,
remuneration and rewards
of the Executive Directors,
the Chair and the
Executive Leadership
teams. In addition, the
Remuneration Committee
reviews workforce
remuneration and related
policies. The Remuneration
Committee aims to offer
an appropriate balance
of fixed and performance-
related, immediate and
deferred remuneration,
but without overpaying or
creating the risk of rewards
for failure.
Relations with shareholders
and other stakeholders
We maintain an active dialogue with
our shareholders and potential investors,
which we intend to be based on a mutual
understanding of objectives. The Group’s
Investor Relations function, together with
the Executive Directors, routinely engage
with analysts, institutional and retail
shareholders and potential investors,
through results presentations, roadshows
and one-off meetings and calls. The Chair
and SID are available for meetings with
shareholders on request.
In years in which there is a significant change
to the Executive remuneration policy or
there is a binding vote on remuneration at
the AGM, the Chair, the Chair of the
Remuneration Committee and the Company
Secretary meet with major shareholders to
discuss remuneration and any other
governance issues.
Our aim is to ensure we build and
maintain strong relationships, and that
we communicate our strategy, and
performance against it, in a clear and
consistent way. In turn, we seek to
understand the views of our investors
through regular dialogue, and feedback is
provided to the Board as a whole to give
additional context for strategic decision-
making and capital allocation.
The regular finance report to the Board
includes a detailed update on all investor
relations matters, including movements
in the share register, recent meetings with
investors, summaries of analysts’ reports
and key discussion topics. In addition, our
brokers provide an independent view on
matters of strategic importance such as
potential acquisitions, disposals and capital
allocation philosophy.
A summary of the Board’s stakeholder
engagement, and compliance with its duties
under Section 172 of the Companies Act
2006, can be found on pages 34 to 35.
the board
audit COMMITTEE
nomination &
governancecommittee
REMUNERATION COMMITTEE sustainability committee
53Domino’s Pizza Group plc Annual Report & Accounts 2024
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The role of the Chair is:
· providing leadership to and ensuring
the effectiveness of the Board in
directing the Company;
· demonstrating objective judgement
at all times;
· ensuring that the Board agendas
emphasise strategic, rather than
routine, issues;
· ensuring that the Directors receive
accurate and clear information well
ahead of the time when a decision
is required;
· promoting a culture of openness and
constructive debate, and facilitating
an effective contribution by the
Non-executive Directors;
· arranging informal meetings of the
Directors, including meetings of the
Non-executive Directors without the
Executive Directors being present;
· ensuring effective communication
by the Group with its shareholders;
· ensuring the Board has a clear
understanding of the views of
shareholders on governance and
performance against the Group’s
strategy;
· arranging for the Chairs of the
Committees to be available to answer
questions at the AGM and for all
Directors to attend;
· taking the lead in providing a properly
constructed, full, formal and tailored
induction programme and ongoing
development for new Directors; and
· acting on the results of Board
evaluations by recognising the
strengths and addressing any
weaknesses of the Board.
2024 Investor Relations
Key investor relations activities in 2024:
· Maintained regular reporting to keep
investors informed and updated.
· Continued to engage actively with
institutional investors through:
· results presentations and trading
statement conference calls;
· roadshows in the UK and USA;
· meetings and calls, both physical
and virtual;
· investor conferences in the UK
and USA; and
· multiple site visits.
· Engagement with equity research analysts,
including sales team presentations and
site visits.
Key topics discussed with shareholders
in 2024:
· new medium and long-term store and
system sales targets;
· franchise partner relations and the new
Profit and Growth Framework;
· additional growth opportunities, including
the acquisition of Shorecal and the stake
in Domino’s Pizza Poland;
· food and labour cost inflation;
· strategic progress on digital, in particular
the new loyalty trial;
· benefits of the Uber Eats trial and
subsequent roll out;
· the competitive environment in the UK and
the improved value perception of Domino’s
Pizza; and
· capital allocation and shareholder returns.
The Annual General Meeting (‘AGM’)
The AGM is treated as an opportunity to
communicate with all of our shareholders,
and their participation is encouraged.
The Chairs of all Board Committees
attend the AGM and are available to
answer questions.
An explanatory circular containing the notice
of meeting is sent to shareholders at least
20 working days beforehand, with separate
votes being offered on each substantive
issue. All proxy votes received are counted,
with the votes for, against and withheld
announced at the meeting and subsequently
published on the Company’s investor
relations website. This website, https://
investors.dominos.co.uk, also contains a host
of up-to-date information on the Group.
The 2025 AGM is scheduled to be held on
24 April 2025. Full details of the meeting
venue will be included in the 2025 AGM
circular and will be available on our website
https://investors.dominos.co.uk.
Division of responsibilities
Board roles and responsibilities
There is a clear separation between the roles
of the Chair and the Chief Executive Officer,
which is recorded in a document approved by
the Board and summarised below. In essence,
the Chair manages the Board and the Chief
Executive Officer manages the business.
Importantly, no one individual has unfettered
powers of decision. All Directors have access
to the advice of the Company Secretary on
governance matters.
The Chair and Chief Executive Officer
have regular meetings to discuss matters
relating to strategic development,
stakeholder views, operational matters
and business performance. The Chair
also has separate discussions with the
Non-executive Directors.
Diversity
The Board’s policy on diversity is explained
in the Nomination & Governance Committee
report on pages 60 to 62.
Board membership
The Board currently comprises the Chair,
Chief Executive Officer, Chief Financial
Officer, five independent Non-executive
Directors and one Non-executive Director.
The names and biographical details of the
serving Directors, and the offices held by
them, can be found on pages 48 and 49.
The composition of the Board is of a
sufficient size and calibre to match the
growth aspirations and requirements of
the business, ensuring good governance
is achieved and normal succession
challenges are managed, but is not so
large as to be unwieldy.
The current Non-executive Directors’
tenure reflects the refreshing of the
Board in recent years.
chair
54 Domino’s Pizza Group plc Annual Report & Accounts 2024
CORPORATE GOVERNANCE continued
The role of the Chief Executive
Officer is:
· leading and managing the
development of the Group’s strategic
direction and objectives;
· identifying and executing acquisitions
and disposals, and leading geographic
diversification initiatives;
· reviewing the Group’s organisational
structure and recommending changes
as appropriate;
· identifying and executing new
business opportunities;
· overseeing risk management
and internal control;
· managing the Group’s risk profile,
including the health and safety
performance of the Group;
· implementing the decisions of
the Board and its Committees;
· building and maintaining an effective
Group leadership team;
· reporting to the Board on
operating performance;
· encouraging the implementation of
culture throughout the business;
· maintaining communication with key
external stakeholders and maintaining
relationships with the government
and trade bodies; and
· ensuring the Chair and the Board
are alerted to forthcoming complex,
contentious or sensitive issues
affecting the Group.
The SID focuses on:
· meeting regularly with the
independent Non-executive Directors
without the Chair present;
· holding annual meetings with
Non-executive Directors without
the Chair present to appraise the
Chair’s performance and other
appropriate matters;
· providing a sounding board for the
Chair and acting as an intermediary
for other Directors;
· chairing the Nomination &
Governance Committee when it is
considering succession to the role
of the Chair of the Board;
· being available to shareholders if
they have concerns which contact
through the normal channels of
Chair or Chief Executive Officer
has failed to address or would be
inappropriate; and
· meeting with major shareholders
regularly enough to gain a balanced
view of their issues and concerns.
The role of a Non-executive Director is:
· providing creative contribution
to the Board by way of
constructive criticism;
· bringing independence, impartiality,
experience, specialist knowledge and
a different perspective to the Board;
· providing guidance on matters
of concern and strategy;
· overseeing risk management
and internal control;
· protecting shareholder and
stakeholder interests;
· constructively challenging the
Executive Directors and monitoring
Executive performance;
· supporting the Executive team in
shaping and delivering the strategic
goals of the business;
· optimising shareholder return and
protection of shareholder assets; and
· ensuring the Board is able to work
together effectively and make
maximum use of its time.
Each Non-executive Director has
committed to the Company that
they are able to allocate sufficient
time to the Company to discharge
their responsibilities effectively.
Any additional appointments they are
contemplating taking on are discussed
with the Chair in advance, including the
likely time commitment and whether
these could in any way constitute a
conflict of interest. These matters are
formally reviewed by the Board on an
annual basis.
chief executive officer senior independent director (‘sid’) non-executive director
55Domino’s Pizza Group plc Annual Report & Accounts 2024
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Independence
The Board reviews the independence
of its Non-executive Directors annually.
In assessing the independence of each
Director, the Board considers whether
each is independent in character and
judgement, and whether there are
relationships or circumstances which are
likely to affect, or could appear to affect,
the Director’s judgement.
The Board has considered the independence
of the current Non-executive Directors, other
than the Chair. It does not consider Elias Diaz
Sese to be independent due to his recent role
as Interim Chief Executive Officer.
Board Committees
Membership of the four Board Committees
during the year ended 29 December 2024
is summarised on the right of this page.
Attendance at Board and
Committee meetings
The Board is scheduled to meet eight times
in each year. Additional meetings are
arranged as necessary which do not
necessarily require the full participation
of all Directors. Committees meet as
necessary to discharge their duties.
Attendance of individual Directors at
meetings of the Board and its Committees
(including additional meetings) during the
year ended 29 December 2024 is
summarised on the right of this page.
C
Chair
M
member
Committee membership
Audit
Committee
Nomination &
Governance
Committee
Remuneration
Committee
Sustainability
Committee
Matt Shattock
C M
Ian Bull
M M M
Natalia Barsegiyan
1
M M C M
Tracy Corrigan
2
M M C
Lynn Fordham
C M M
Elias Diaz Sese
M M
Mitesh Patel
3
M
1. Natalia Barsegiyan became the Chair of the Remuneration Committee on 4 January 2024.
2. Tracy Corrigan became the Chair of the Sustainability Committee on 4 January 2024.
3. Mitesh Patel joined the Board on 1 June 2024 and was a member of the Nomination & Governance
Committee on appointment.
Attendance at Board and Committee meetings
Board
1
Audit
Committee
Nomination &
Governance
Committee
Remuneration
Committee
Sustainability
Committee
Matt Shattock 13 of 13 3 of 3 4 of 4
Andrew Rennie 13 of 13
Edward Jamieson 13 of 13
Ian Bull 13 of 13 4 of 4 3 of 3 4 of 4
Natalia Barsegiyan 13 of 13 4 of 4 3 of 3 4 of 4 4 of 4
Tracy Corrigan 12 of 13 4 of 4 3 of 3 4 of 4
Lynn Fordham 13 of 13 4 of 4 3 of 3 4 of 4
Elias Diaz Sese 10 of 13 2 of 3 2 of 4
Mitesh Patel
3
9 of 9 2 of 2
1. All Directors attended the scheduled Board meetings. The Board had a total of 5 additional unscheduled meetings
during the year, some of which were short calls to update the Board on a range of issues, and for the Board to
provide support on key projects.
2. Tracy Corrigan and Elias Diaz Sese were unable to attend some of the unscheduled Board meetings due to other
diary commitments.
3. Mitesh Patel joined the Board on 1 June 2024.
56 Domino’s Pizza Group plc Annual Report & Accounts 2024
CORPORATE GOVERNANCE continued
Composition, succession and evaluation
Board composition
In terms of composition, the Board is
cognisant of its diversity policy and aims to
make appointments in line with that policy.
Our preferred Board structure is to be led by
a Non-executive Chair, to have high-calibre
Executive Directors to drive the performance
of the business under the leadership of
a Chief Executive Officer, and to have a
number of Non-executive Directors drawn
from a range of backgrounds, whose role is
to provide constructive challenge, provide
guidance in developing strategy, offer advice
relating to their areas of specialism and,
ultimately, to hold management to account.
Our aim is that the Independent Non-
executive Directors always constitute at least
half of the Board. This structure and the
integrity of the individual Directors should
ensure that no single individual or group
dominates the decision-making process.
There is a common purpose of promoting the
overall success of the Group with a unified
vision of the definition of success, the core
strategic principles, and the understanding,
alignment and mitigation of risk.
Non-executive Directors are appointed
for three-year terms (subject to annual
re-election by shareholders) and the offer
of any further term of appointment after
year six would be weighed carefully by the
Nomination & Governance Committee,
which keeps the need for progressive
refreshing of the Board (particularly to
maintain an appropriate balance of skills
and experience) and orderly succession to
key appointments under continual review.
Board balance
The Board composition creates a majority of independent Non-executive
Directors (excluding the Chair), with the current position being:
chair non-independent
directors
independent non-executive
directors
5
3
1
board composition
The members of the Board are drawn from a range of backgrounds and
gained their experience in a range of relevant industry sectors:
gender balance
6
Male
Female
3
Retail
Management
General
Management
Finance/
Accounting
Investment
Management
Consumer
Retail
Food
Retail
ethnic diversity
Primary experience
Non-Ethnic Minority
8 1
Ethnic Minority
professional skills
57Domino’s Pizza Group plc Annual Report & Accounts 2024
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Board effectiveness
We believe that there are five key steps in creating an effective Board:
1
recruit the people
We have a formal, rigorous and transparent
procedure for the appointment of new Directors
to the Board, overseen by the Nomination &
Governance Committee. For each appointment,
we develop an objective brief summarising the
role and the skills and experience required, and
use an appropriate head-hunting firm with
proven expertise in the relevant field. As noted
above, we take care to ensure that we recruit on
merit, from the widest possible range of
backgrounds, recognising the benefits of
diversity, and the search firms we use are
signatories to the Code of Conduct for executive
search firms. Before confirming an appointment,
we check whether the preferred individual can
commit to the time expected including, in the
case of an appointment to the Chairship, the
need to be available in the event of a crisis.
2
Make sure Directors have
therighttools
All Directors go through a tailored, formal
induction process on joining the Board, including
the opportunity to meet major shareholders.
The aim of this is to ensure that they understand
the Company and its business model, our strategy,
the drivers of value in the business and the key
risks we face, and that they understand the legal
and regulatory environment in which we operate
and their own personal obligations. Directors are
expected to update and refresh their skills and
knowledge on an ongoing basis, and to continue
to build their familiarity with the Company and its
business throughout their tenure. The Company
will provide the necessary resources for
developing and updating its Directors’ knowledge
and capabilities, including access to our
operations, staff and franchisees.
All Directors have access to the services of the
Company Secretary, and the opportunity to seek
independent professional advice at the Company’s
expense where they judge it necessary to
discharge their responsibilities as Directors or as
members of Board Committees. If Directors have
concerns which cannot be resolved about the
running of the Company or a proposed action, they
can request that their concerns are recorded in the
Board minutes, or provide a written statement to
the Chair, for circulation to the Board.
The Board is supplied with information in a
form and of a quality appropriate to enable it to
discharge its duties effectively. This is provided
in good time ahead of all meetings and decisions,
and Non-executive Directors are encouraged to seek
clarification from management whenever they feel
it is appropriate.
3
identify and manage any
conflictsof interest
Directors have a statutory duty to avoid actual or
potential conflicts of interest. However, the
Company’s Articles of Association allow the Board
to ‘authorise’ conflicts, where this is felt appropriate.
Any Director who becomes aware that they are in a
situation which does or could create a conflict of
interest, or has an interest in an existing or proposed
transaction in which the Company also has an
interest, is required to notify the Board in writing
as soon as possible. The interests of new Directors
are reviewed during the recruitment process and
authorised (if appropriate) by the Board at the
time of their appointment.
Executive Directors are permitted, and where
appropriate even encouraged, to hold Non-executive
Directorships outside the Group. However, the Board
would not agree to a full-time Executive Director
taking on more than one Non-executive Directorship
in, nor the role of the chair of, a FTSE 350 company.
4
formally check on effectiveness
The Board undertakes a formal and rigorous annual
review of its own performance each year. It also
reviews the performance of the Board Committees,
and the Nomination & Governance Committee
reviews the performance of individual Directors.
Board and Committee evaluation considers the
balance of skills, experience (including familiarity with
the Company and its business) and independence of
the Group taken as a whole, and also the diversity,
including gender and ethnicity, of the Directors.
The process also examines how the Directors work
together as a unit, and explores other factors relevant
to effectiveness. The Chair acts on the results of the
performance evaluations as necessary including,
where appropriate, proposing new members be
appointed to the Board or seeking the resignation
of Directors.
Individual evaluation aims to determine whether each
Director continues to contribute effectively and to
demonstrate commitment to the role (including
commitment of time for Board and Committee
meetings and any other duties). The performance
evaluation of the Chair was led by the Senior
Independent Director.
Process
For the Board review in 2024 we engaged
Manchester Square Partners (‘MSP’) to undertake
an external Board review. MSP is a London-based
advisory firm that specialises in board
effectiveness reviews and has no other connection
with Domino’s Pizza Group. The review involved
one of MSP’s partners interviewing each of the
Directors and the Company Secretary and
attending a Board meeting as an observer.
The topics covered by the review included the
following areas:
· strategy development and review and strategic
priorities;
· operational challenges, perceived risks and risk
management;
· relationship with stakeholders;
· talent management and succession planning;
· purpose, values and culture;
· board role, dynamics and engagement;
· composition, succession and engagement; and
· board committees.
The performance of the Chair and the Committees
of the Board were also evaluated.
A partner from MSP presented the review’s
findings to the Board and a summary of agreed
actions was approved, which included:
· refine the Board calendar and agenda to ensure
a good balance of time across the core business
and corporate development topics, utilising
external input where it would add value;
· maintained emphasis on providing hight quality
and timely Board papers with concise reporting
formats;
· increasing Board time to discuss the consumer
perception, consumer trends and competitive
positioning
· ensure that sufficient Board time is allocated to
organisational design, talent development and
culture; and
· continue to develop the Board’s interaction
with key stakeholders, particularly franchisees,
customers and suppliers.
5
Ask shareholders to
confirm appointments
Ultimately, the Directors’ main responsibility is to
promote the long-term success of the Company,
acting in shareholders’ best interests. All of our
Directors submit themselves for re-election at
each AGM and we provide shareholders with
sufficient information in the meeting papers for
them to decide whether their commitment and
performance warrant a further year in office.
58
Domino’s Pizza Group plc Annual Report & Accounts 2024
CORPORATE GOVERNANCE continued
Audit, risk and internal control
The Board has established formal and
transparent arrangements for considering
how they apply the principles of sound
corporate reporting, risk management and
internal control, and how the Company and
Board maintain an appropriate relationship
with the Company’s auditors. These
responsibilities are overseen by the Audit
Committee and are explained in its report
from pages 65 to 71.
The Board considers that the 2024
Annual Report and Accounts, taken as a
whole, is fair, balanced and understandable,
and provides the information necessary
for shareholders to assess the Company’s
position and performance, business
model and strategy. Details of how we
do this are also explained in the Audit
Committee’s report.
Remuneration
There are formal and transparent
procedures for developing policy on
Executive remuneration and for fixing
the remuneration packages of individual
Directors, which are overseen by the
Remuneration Committee and are explained
in its report from pages 72 to 98. This report
explains how Executive Directors’
remuneration is designed to promote
the long-term success of the Company,
taking into account views of shareholders,
and shows how the performance-related
elements are transparent, stretching
and rigorously applied.
scc representatives (1-2 from each scc)
support office representative
senior leadership team representative
corporate store representatives
(until the sale of the corporate stores)
Functional meetings/huddles
Locally organised by teams, normally as part
of weekly or monthly functional meetings.
Attended by all relevant team members,
and led by senior member of local
management team.
The Board’s chosen method of engaging with
colleagues, as set out in Provision 5 of the UK
Corporate Governance Code, continues to be
through a designated Non-executive Director.
Ian Bull took the role of Chair of the UK &
Ireland Colleague Forum in January 2024.
The mechanism for workforce engagement
in the business has been reviewed during the
year and the Board considers that it remains
to be effective.
There were three meetings of the Colleague
Forum during the year with Ian Bull in
attendance at each meeting. Part of each
meeting was held without any senior
management in attendance for representatives
to discuss issues privately. Ian Bull reported to
the Board after each of the Colleague Forum
meetings and provided an update on matters
discussed and issues raised.
During 2024, the forum was updated on
executive remuneration and progress within
the business. Throughout 2024, the forum has
been engaged in discussions and fed back on
several topics including, sustainability, DE&I
and health and safety. During 2024 the forums
were the main mechanism for consultation
regarding Flexible Pay.
Elected Colleague
Representatives SCC
Chair: relevant SCC General Manager
25
Nominated Colleague Representatives,
taking place over 5 sites.
Monthly forums
Support office
Chair: Chief Operating Officer
12
Representatives from across all
functions of the support office
Bimonthly forums.
workforce engagement
Colleague forums
Since the introduction of Colleague Forums within our Supply Chain Centres (SCCs)
in 2018, and within our support office and corporate stores since 2020, we have
continued to develop the framework and embed it as part of our overall cadence
of dialogue with our colleagues. These forums meet regularly face-to-face and
afford our colleague representatives an opportunity to see parts of the business
they would otherwise not; for example, our support office colleagues can visit our
production facilities.
triannual (3 times per year) colleague forums
UKI Forum
Chair: Designated Non-executive Director and People Officer
Nominated Colleague Representatives
Business Area Forums
59Domino’s Pizza Group plc Annual Report & Accounts 2024
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Ian Bull
Natalia
Barsegiyan
Tracy
Corrigan
Lynn
Fordham
Elias
Diaz Sese
Mitesh
Patel
Committee Members
Overview
I’m pleased to report on the
Committee’s work in 2024.
I noted in my report of last year that,
following Usman Nabi and Stella David
stepping down from the Board we did not
have one individual on the Board from a
minority ethnic background, and we had
fallen below our target of having 40% female
Directors. I was delighted to announce that
Mitesh Patel joined the Board in June 2024,
bringing with him a depth of experience of
operating consumer facing eCommerce
businesses and operating within a franchisee-
based model. Mitesh has been a welcome
addition to the Board, bringing his experience
to bear around the Boardroom table.
A search for an additional independent
Non-executive is underway and our aim
is to meet the targets we set out in our
diversity policy.
The Committee acknowledges the provisions
in the Listing Rules for listed companies to
set as a target that one of the top four senior
positions should be held by a female. The
Company does not currently meet this target
and aims to achieve this objective as soon as
practicable. The Committee’s view remains
that it is preferable to maintain the current
Board composition and roles, and look to
achieve this target when there are changes to
the Board membership which would naturally
facilitate an appointment of a female
candidate to one of the senior roles.
Board review 2024
Details of the Board review process for 2024
are set out on pages 57 and 58. The last
external Board review was conducted in
2021 using Manchester Square Partners.
Manchester Square Partners were retained
again for the 2024 review so that the Board
had an objective like-for-like assessment of
progress made over the last three years using
a consistent methodology. I’m pleased to
report that the review had concluded that the
Board is functioning well and that the
governance of the business is strong. Part of
the review process considers the diversity of
the Board and senior management, and
the effectiveness of talent management
programmes and succession planning.
A summary of progress against our
diversity objectives is set out on page 62.
Committee member Member since Meetings attended
Matt Shattock 2020
Ian Bull 2019
Natalia Barsegiyan 2020
Tracy Corrigan 2022
Lynn Fordham 2020
Elias Diaz Sese 2023
Mitesh Patel* 2024
* Mitesh Patel joined the Committee on his appointment to the Board on 1 June 2024.
For full biographies of the Committee members see pages 48 and 49.
Matt
Shattock
chair
3
Meetings
in 2024
NOMINATION & GOVERNANCE COMMITTEE REPORT
60 Domino’s Pizza Group plc Annual Report & Accounts 2024
Purpose
The Nomination & Governance Committee
has five principal duties:
· to ensure that plans are in place for orderly
succession for appointments to senior
management and to the Board, taking
account of the findings of the Board
evaluation, so as to maintain an
appropriate balance of skills and
experience within the Company and to
ensure progressive refreshing of the Board;
· to lead the process for Board and
Committee appointments and make
recommendations to the Board;
· where external recruitment is required, to
evaluate the balance of skills, experience,
independence and knowledge on the
Board and, in light of this evaluation,
prepare a description of the role and
capabilities required for a particular
appointment. The Nomination &
Governance Committee would then
oversee the selection process with the
aim of ensuring that this results in an
appointment made on merit, against
objective criteria and with due regard for
the benefits of diversity on the Board,
including gender and ethnicity;
· to undertake formal performance
evaluation of Non-executive Directors
who are standing for annual re-election
and to ascertain whether the individual’s
performance continues to be effective and
they demonstrate sufficient commitment
to the role; and
· to review the Group’s corporate
governance arrangements, including
ensuring appropriate policies and
procedures are in place for key compliance
areas and that the Board and subsidiaries
process are consistent with best practice.
The Terms of Reference of the Nomination
& Governance Committee were reviewed
by the Committee on 31 October 2024
and a copy is available on the Company’s
investor relations website (https://investors.
dominos.co.uk).
How the Committee operates
The principal objectives of the Nomination
& Governance Committee are:
· to ensure that the Company has the right
leadership, both on the Board and amongst
senior management. This is a combination
of continual review and monitoring of, and
also responding to, specific situations as
needed; and
· to keep the Board’s corporate governance
arrangements under review and to ensure
that both the Company and the Board
operate in a manner consistent with
corporate governance best practice.
The Company Secretary attends meetings in
his capacity as Secretary of the Nomination
& Governance Committee, and the Chief
Executive Officer and People Director are
expected to attend whenever necessary.
The Committee’s membership is comprised
of Non-executive Directors, the majority
of whom are independent.
While the Chair of the Board chairs the
Nomination & Governance Committee in
normal circumstances, he would abstain
in matters relating to the appointment of
a successor to the Chair of the Board.
The number of meetings held in the year
and attendance at those meetings is shown
on page 56.
Activities in 2024
During the year, the Committee met to
consider the following key matters:
· reviewing the performance of all the
Non-executive Directors seeking
re-election at the 2024 AGM;
· recommending to the Board that Mitesh
Patel is appointed as an additional
independent Non-executive Director;
· reviewing the Company’s compliance with
the UK Corporate Governance Code and
changes to the UK Corporate Governance
Code effective from the start of 2025
developments in best practice;
· receiving reports from management on
plans to improve diversity and inclusion
within the Group;
· receiving reports from management on
talent management within the Group;
· reviewing progress against the Board’s
policy on diversity and inclusion;
· reviewing the Committee’s Terms
of Reference; and
· reviewing Board succession plans and the
composition of the Board’s Committees.
Policy on diversity
The policy of the Board on recruitment is
always to seek to appoint the best candidate
to each role.
We acknowledge the importance and benefit
of having Directors with the appropriate
balance of skills, experience, independence
and knowledge of the Company to enable
them to discharge their respective duties
and responsibilities effectively.
They play a key governance role in protecting
stakeholders’ interests by ensuring that
the Board and management are challenged,
constructively and effectively, and it is
important that they do so from a range
of perspectives.
A key factor in achieving this effectiveness
is drawing members from a range of
backgrounds, which has been shown to help
avoid ‘group think’. We value diversity in our
business and we recruit and develop people
regardless of their gender, race or any other
characteristic. It is in the long-term interests
of the Company and its stakeholders to
recruit and develop the very best people,
drawn from the widest pool of talent.
A summary of the Board’s diversity targets,
and our progress against them, is shown on
page 62.
Board Diversity Policy – objectives
and progress against targets
When recruiting new Board members or
making appointments to Board Committees,
the Committee ensures that the recruitment
or selection processes are in line with our
policy to include diverse candidates from a
wide variety of backgrounds and those with
non-listed company experience for the
Committee to consider.
A copy of the Board’s Diversity Policy
Statement is available on the Company’s
investor relations website: https://investors.
dominos.co.uk. Details of the Group-wide
diversity data are shown on page 46.
61Domino’s Pizza Group plc Annual Report & Accounts 2024
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NOMINATION & GOVERNANCE COMMITTEE REPORT continued
Policy objectives Implementation
Progress against
objectives
Board
To achieve 33% female Board
representation by 2021
During 2020 and 2021 the Board appointed three female independent Non-executive Directors
taking the proportion of female Directors on the Board to 33% by the end of 2021.
Achieved
To achieve female representation
on the Board to 40% by end
of 2025
Following Stella David’s decision to step down from the Board, the percentage of females on the
Board initially fell to 38.5%, and following the appointment of Mitesh Patel the percentage fell to 33%.
The Nomination & Governance Committee remains committed to achieving its policy objective and is
currently looking to add an additional Non-executive Director to the Board.
In progress
Appoint at least one Board member
of non-white ethnic minority
background by December 2024
Mitesh Patel was appointed to the Board with effect from 1 June 2024. Achieved
Senior management
To achieve female representation
of senior management to 45%
by 2025
In 2024, we introduced a new banding framework for all our roles, which resulted in structural change in
our senior leadership team, and some changes to reporting lines. Therefore, looking at our most senior
leaders the percentage of females as at the end of 2024 is 33%, which is slightly behind the previous
year. There are 37 leaders in this senior population, all reporting to members of the UK Executive team.
We expect the percentage of females in senior leadership roles to grow as the new framework and
corresponding Competency Framework is embedded . We also have a new Recruitment system in place
which will give greater visibility in ensuring our hiring practices are inclusive.
In progress
To achieve 10% representation
of senior management from
a non-white ethnic minority
background by 2025
The number of senior management from a non-white ethnic background remained static in 2024 at 7%.
Whilst this is below our target, we are pleased to have maintained this level given the population set has
tightened due to the banding project as detailed above. We expect the percentage of senior leaders from
an ethnic background to grow as the new framework and corresponding Competency Framework is
embedded. We also have a new Recruitment system in place which will give greater visibility in ensuring
our hiring practices are inclusive.
In progress
As required by Listing Rule UKLR 6.6.6R (10), data on gender and ethnicity at Board and Executive level is provided below,
as at 31 December 2024.
Gender
Number of Board
members
Percentage
of the Board
Number of senior
positions on the Board
(CEO, CFO, SID and
Chair)
Number in
Executive
management
Percentage
of Executive
management
Men 6 66.67% 4 4 57%
Women 3 33.33% – 3 43%
Not specified/prefer not to say – – – – –
Ethnicity
Number of Board
members
Percentage
of the Board
Number of senior
positions on the Board
(CEO, CFO, SID and
Chair)
Number in
Executive
management
Percentage
of Executive
management
White British or other white (including minority-
white groups) 8 88.89% 4 6 86%
Mixed/multiple ethnic groups – – – – –
Asian/Asian British 1 11.11 – 1 14%
Black/African/Caribbean/Black British – – – – –
Other ethnic group, including Arab – – – – –
Not specified/prefer not to say – – – – –
Matt Shattock
Chair
10 March 2025
62 Domino’s Pizza Group plc Annual Report & Accounts 2024
Sustainability COMMITTEE REPORT
Overview
I’m pleased to present my report as
Chair of the Committee. It has been
another year of solid progress against
our Sustainability agenda.
The Committee plays a key role in ensuring
that appropriate governance structures are
in place to:
· provide robust oversight of sustainability
activities throughout the business;
· drive progress on the Company’s various
sustainability programmes and initiatives;
and
· ensure that the Group’s corporate purpose
of delivering a better future through food
people love is underpinned by a robust
sustainability strategy.
The Committee provides support and
guidance through sharing best practice,
based on the Committee members’ collective
experience augmented by third-party
professional advice.
Throughout the year, the Committee
received presentations on a wide range
of topics and focus areas.
The Committee received updates on the
Group’s glidepath to Net Zero, including
commitments made by our major suppliers
towards our Scope 3 reduction target, and
trials of electric vehicles in the operational
fleet. The Group published its first
Deforestation and Land-use Change policy,
and agreed plans to increase the proportion
of recyclable plastic in our products. The
Group also published its nutrition strategy
during the year as part of a wider
commitment to enable customers to make
balanced choices. The Group continued to
support its charity partners and collected
over £1million in donations from colleagues
and customers.
During the year, Peter Trundley, our Chief
Supply Chain Officer assumed additional
responsibility as the executive sponsor for
sustainability. This role change enhances our
ability to integrate our sustainability
initiatives into corporate strategy and
business planning.
You will find further details of our progress
set out in our separate sustainability report
which can be viewed on our website: https://
corporate.dominos.co.uk/sustainability.
Committee Members
Natalia
Barsegiyan
Committee member Member since Meetings attended
Tracy Corrigan 2022
Natalia Barsegiyan 2021
Elias Diaz Sese 2021
For full biographies of the Committee members see pages 48 and 49.
Tracy
corrigan
chair
4
Meetings
in 2024
Elias
Diaz Sese
63Domino’s Pizza Group plc Annual Report & Accounts 2024
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Sustainability COMMITTEE REPORT continued
Committee structure and operation
The Committee’s membership is comprised
of three Non-executive Directors.
The Company Secretary attends meetings in
his capacity as Secretary of the Sustainability
Committee. The Chief Supply Chain Officer
and the Head of Communications and
Sustainability are invited to every Committee
meeting, and other senior executives are
invited to attend as necessary to discuss
topics relevant to their operational areas.
Purpose
The Sustainability Committee has four
principal duties:
· overseeing the development of the
Company’s sustainability strategy and
associated targets;
· monitoring progress against relevant
KPI targets and ensuring effective
communication to stakeholders;
· overseeing external reporting on
sustainability matters; and
· monitoring developments on sustainability
matters relevant to the Group, and
having due regard to strategic issues,
regulatory reporting requirements and
stakeholder sentiment.
The Terms of Reference of the Sustainability
Committee were reviewed by the Committee
during the year. A copy of the Committee’s
Terms of Reference is available on the
Company’s investor relations website
(https://investors.dominos.co.uk).
Activities in 2024
During the year, the Committee met to
consider the following key matters:
· reviewing the Group’s sustainability
strategy, objectives and KPIs for 2024 and
liaising with the Remuneration Committee
on the appropriate linkage to Executive
remuneration;
· reviewing and approving the sustainability
governance report included in the 2023
Annual Report;
· approving the Group’s sustainability report
for 2023;
· approving disclosures under the
SASB framework;
· receiving an update on carbon emission
reductions in 2023 and journey to
Net Zero;
· approving a revised Environmental policy;
· reviewing plans to increase the proportion of
recyclable product in consumer packaging;
· reviewing the Group’s nutrition strategy;
· reviewing the Group’s gender
pay gap reporting;
· reviewing progress against the Group’s
diversity and inclusion targets;
· approving, on behalf of the Board, the
Company’s Modern Slavery statement
for 2023 and reviewing activities of
the Supplier Assurance team as part
of the Company’s responsible sourcing
work programme;
· receiving updates on external reporting
trends on sustainability and details of
assessments from third-party rating
agencies on the Company’s sustainability
performance;
· reviewing the Group’s health & safety
compliance programmes, performance
and initiatives;
· receiving updates from operational
management on the Company’s
initiatives on animal welfare and on
allergens management;
· agreeing the Committee’s work plan
for 2025; and
· reviewing the Committee’s Terms
of Reference.
Tracy Corrigan
Chair
10 March 2025
It has been another
year of solid
progress against
our sustainability
agenda.
64 Domino’s Pizza Group plc Annual Report & Accounts 2024
audit committee report
Dear shareholder
I am pleased to present the Audit Committee
report for the 52 weeks ended 29 December
2024 to explain how we have discharged our
responsibilities, with an overview of our
principal activities and their outcome.
Meetings of the Audit Committee have been
attended by the Chair of the Board, the Chief
Executive Officer, the Chief Financial Officer,
the external Auditors, the Company
Secretary (as Secretary to the Audit
Committee), the Director of Internal Audit &
Risk, the Chief Information Security Officer,
Head of Store Operations and other
Directors and members of management
by invitation.
We had four scheduled meetings in the
year and attendance at those meetings is
shown below.
In addition to the scheduled Committee
meetings, I have, together with other
Audit Committee members, met regularly
with the Finance team and other members
of the Executive leadership team, Internal
Audit and with PwC as external
Auditors to discuss their reports and
any issues highlighted.
We continue to regularly meet with PwC
and the Internal Audit team as part of our
ongoing review of the business and their
effectiveness. The Committee membership
has remained constant throughout the year.
Throughout the year, there has been a focus
on two key projects for the business one
being the development and planned
deployment of the new ERP system,
and the second being the deployment of the
eCommerce platform.
The Committee has focused on the
development and governance of the
programme delivery of the ERP system,
including the significant work performed over
improvements to internal control which will
result from the implementation, with regular
updates provided by the Chief Financial
Officer, with the committee challenging the
scope and delivery of the overall programme.
The Committee focused on the programme
delivery of the new eCommerce platform
during the year, with regular updates
provided by the Chief Information Officer,
together with continued focus on information
and data security with the Chief Information
Security Officer.
The Committee has monitored and informed
the establishment of the Group’s Enterprise
Risk Management function, led by the Chief
Financial Officer and Director of Internal
Audit & Risk, together with the further
development of the Group’s Internal Audit
function, as the in-house function expands in
resource and scope.
Committee Members
Ian Bull
Tracy
Corrigan
Committee member Member since Meetings attended
Lynn Fordham 2020
Ian Bull 2019
Natalia Barsegiyan 2020
Tracy Corrigan 2023
For full biographies of the Committee members see pages 48 and 49.
lynn
fordham
chair
4
Meetings
in 2024
Natalia
Barsegiyan
65Domino’s Pizza Group plc Annual Report & Accounts 2024
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audit committee report continued
As has been discussed in previous years, the
Group’s internal control environment
has historically been informal and often
undocumented. Significant progress has been
made over the period, through the output of
the Enterprise Risk Framework; focused work
on material controls, in preparation for the
changes to the UK Corporate Governance
Code (and Provision 29 in particular); and
improvements in internal controls (including
access controls) over financial reporting,
aligned to the implementation of the new
ERP system.
The Committee focuses on those matters
it considers to be important by nature of
their size, complexity, level of judgement
required or impact on the financial
statements, including both the technology
platform investments explained above,
acquisition accounting for Shorecal,
impairment reviews performed over
assets, treatment of strategic costs and
non-underlying items, and provisions related
to legal, regulatory and tax matters.
The 2023 year-end process with PwC was
reviewed, and actions implemented and
noted. The Audit Committee, PwC and
management are committed to ensuring that
audit quality is delivered, and the Committee
reviewed presentations from the external
Auditors, assessed the overall scope and risk
focus of the work performed, and ensured
that their audit plan continues to reflect the
risks faced by the business. In relation to
Audit Quality, the Audit Committee has:
· observed an in-depth audit with deep
questioning and appropriate scepticism,
including the use of subject matter experts
where required;
· received an explanation of areas where
management and judgements have been
robustly challenged along with the
outcomes of those challenges; and
· ensured that audit independence is
maintained through review of additional
services provided.
We continued to monitor the audit quality
review metrics established and have used
them to assess the performance of the
external Auditors. No significant issues were
identified, and improvements have been
noted and action plans undertaken where any
issue was identified. The effectiveness of
Internal Audit was considered throughout the
year and the internal team has been
expanded to resource the internal audit plan.
The Audit Committee has direct access to
members of management and the external
and internal auditor as well as the Chief
Information Security Officer. It can seek
further professional advice at the Company’s
cost if deemed necessary, however no such
needs have arisen in the year.
The Committee has continued to closely
follow developments in expectations of good
corporate governance and regulatory change,
including the publication of the UK Corporate
Governance Code 2024 and the associated
guidance; and to ensure corresponding
changes in the Group’s practice. During the
year, the Committee received presentations
from management on the approach for
implementing certain areas, including
around effectiveness of internal control
(referenced above).
The Audit Committee has agreed a clear
set of objectives for the next three years
covering the responsibilities and reviews
outlined above and has agreed a clear
forward agenda for consideration of all
of the responsibilities covered below.
There were no shareholder requests for
certain matters to be covered by the audit
during the year, and no regulatory
inspections of the audit performed by PwC.
I hope that the report provides a useful
overview to the activities of the Committee
during the year. I will be available at the AGM
or any other time to answer any questions
relating to the work of the Committee.
Activities in 2024
· Assessment of the Group’s accounting
policies and applications to developments
in the year, including the acquisition of
Shorecal, the disposal of the London
corporate stores, impairment reviews
over the Group’s cash generating units;
impairment reviews over associate and
other investments, tax risks identified
including transfer pricing and the
settlement of the historical share-based
payment scheme.
· Reviewing the implementation and
programme governance of the Group’s ERP
replacement programme and e-commerce
platform, including consideration of the
governance, internal control improvements
and assessment of progress against the
project plan.
· Consideration of the progress made on
implementing improved internal controls
across the Group, including those
developed as part of the ERP replacement
programme, and the implementation of
controls as a result of the findings from
internal audit.
· Considering the Group’s focus on controls
and response to cyber security and
information security risks, both currently
and going forward.
· Monitoring and evaluating the Group’s
information security controls in
conjunction with the Board as part of the
overall risk assessment framework.
· A review of the Group risk profile and the
establishment of the Group’s Enterprise
Risk Management framework to ensure
this reflects key strategic developments
of the Group and wider environment.
66 Domino’s Pizza Group plc Annual Report & Accounts 2024
Committee membership, attendees,
access and objectives
Lynn Fordham is a qualified accountant with
extensive experience across several sectors,
and the Board has determined that she has
recent and relevant financial experience
which qualifies her to chair the Audit
Committee. She is a member of the Institute
of Chartered Accountants of Scotland. Ian
Bull is a chartered accountant with significant
experience across a variety of sectors.
Natalia Barsegiyan has significant finance
experience, including across the QSR sector.
Tracy Corrigan has significant experience
in digital strategy and financial journalism.
All members are non-executive and are
considered independent under the UK
Corporate Governance Code. The Board is
satisfied that the Committee has competence
relevant to the sector in which it operates.
Principal duties delegated to the
Audit Committee
Financial reporting – Monitoring the integrity
of the financial statements of the Group,
including its annual and half-yearly reports,
and any other formal announcement relating
to its financial performance; reviewing and
reporting to the Board on significant financial
reporting issues and judgements which
they contain having regard to matters
communicated to it by the auditor, including
the use of alternative performance measures.
Narrative reporting –The Committee reviews
the content of the Annual Report and
Accounts and advises the Board on whether,
taken as a whole, it is fair, balanced and
understandable and provides the information
necessary for shareholders to assess the
Group’s performance, business model and
strategy, and recommends to the Board for
approval accordingly.
TCFD and sustainability – The Committee
monitors the TCFD disclosures in the Annual
Report and receives regular updates on
sustainability assurance and reporting
including comparisons to peer groups.
Internal controls and risk management
systems – Review and, where necessary,
challenge management’s reports on the
adequacy and effectiveness of the Group’s
internal financial controls and internal control
and risk management systems, and review
and approve the statements to be included in
the Annual Report concerning internal
controls and risk management.
Compliance, whistleblowing and fraud –
Review the adequacy and security of the
Group’s arrangements for its employees and
contractors to raise concerns, in confidence,
about possible wrongdoing in financial
reporting or other matters. The Committee
seeks to ensure that these arrangements
allow proportionate and independent
investigation of such matters and appropriate
follow-up action. Review of the Company’s
procedures for detecting fraud; review the
Group’s systems and controls for the
prevention of bribery; and receive reports on
non-compliance.
Information security and Cyber risks
– Review the adequacy and implementation
of the Group’s controls around information
security and cyber risks, including receiving
reports on emerging cyber threats and
control maturity.
Internal audit – Assessing the remit
of the Internal Audit function;
approving the Internal Audit Plan;
receiving the results of Internal Audit’s
work; and monitoring the responsiveness
and appropriateness of management
to findings and recommendations.
External audit – Overseeing the relationship
with the external auditor, reviewing the
result of the external audit process, quality
reviews and effectiveness, and assessing its
independence and objectivity.
Terms of Reference
The Terms of Reference for the Audit
Committee were reviewed and revised in
November 2024. The Committee’s Terms of
Reference are available on the Company’s
investor relations website.
Focus of the Committee
The focus of the Committee during the year
was primarily devoted to accounting and
information security issues and reviewing
the delivery of the two technology platform
investments; and the ongoing work to
upgrade the overall financial control
environment, including the implementation
of the Group’s ERP replacement programme.
67Domino’s Pizza Group plc Annual Report & Accounts 2024
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Accounting matters considered
The Audit Committee’s reviews of the half and full-year financial statements focused on the following areas of significance:
Accounting matters considered Work undertaken by and conclusion of the Audit Committee
Acquisition accounting of Shorecal and
subsequent impairment reviews
Following the completion of the Shorecal acquisition in April 2024, the Committee reviewed and challenged
the acquisition accounting undertaken by management, including the following key areas:
· Purchase price allocation and treatment of acquired intangibles, including the reacquired rights
recognised for the Standard Franchise Agreements. The Committee received reports from management
and the work of external valuation experts in relation to the valuation of the agreements and challenged
management over the treatment and disclosure of the intangible assets.
· Acquisition provisions, including the provision recorded in relation to historical employment tax matters,
assessing the valuation held for the provision and the ongoing developments in discussions with the
taxation authorities.
· Overall goodwill recognised on acquisition, including impairment reviews performed at the half-year and
year-end. The Committee concurred with management’s conclusion that no impairment should be
recorded. The Committee challenged the forecasts used, the discount rate and other key assumptions
including any comparable precedent transactions and was comfortable that this represented an
appropriate valuation, and that sufficient headroom remained.
Treatment of non-underlying items and
alternative performance measures
The committee reviewed and challenged the treatment of non-underlying measures proposed by
management in line with the stated accounting policies of the Group. Particular focus was given to two items:
· Amortisation of re-acquired rights – Management have treated the amortisation of the acquired
intangibles as non-underlying, due to the limitations of amortisation period under the accounting standard,
which results in an impact which does not reflect the substance of the asset. The Committee challenged
the treatment, with comparators to other acquisition adjustments and reviewing the impact over multiple
years and impact on explanation of underlying results and concurred with Management’s treatment that
this would materially distort the performance of the acquired subsidiary.
· Acquisition costs – A total of £2.3m was incurred in relation to the Shorecal acquisition and £3.2m in
relation to an acquisition which did not complete. The Committee challenged management’s classification
and treatment in line with the accounting policies of the Group. The Committee noted the treatment is in
line with the current accounting policies, however challenged management to consider the accounting
policy in light of potential strategic changes to the Group going forward.
· The treatment of other items was considered in line with the stated accounting policy.
Treatment of investment in DP Poland plc The Committee reviewed the treatment of the investment in 12.1% of DP Poland plc as a financial asset
treated as fair value through other comprehensive income and reviewed the appropriateness of this
treatment in line with the accounting policies. The Committee concurred with the treatment adopted by
management.
The Committee considered management’s view that the investment did not give rise to significant influence
and therefore was not treated as an associate investment. The Committee considered other arrangements in
place with the investment and concurred with management that in the balance of factors significant influence
was not able to be exercised.
Disposal of London corporate stores The Group recognised a £21.4m profit before tax on the disposal of the London Corporate Stores during the
year. The Committee reviewed managements paper supporting the gain recognised, the recognition of
deferred consideration and the appropriateness of the costs included in the calculation, together with any
ongoing closure provisions recognised. The committee concurred with Management’s treatment.
Tax provision in relation to transfer pricing The Committee reviewed updates provided by management in relation to the £2.2m provision held for
transfer pricing risk for the Group’s cross border transactions. The Committee reviewed the developments in
the period and management’s assessment that the recorded provision remained appropriate, and concurred
with the treatment adopted by management.
Tax liability in respect of employee
share schemes
The Committee reviewed the developments during the year following settlement of the tax liabilities in
respect of the employee share schemes in 2023 and 2024. During the year, the Committee reviewed
managements updates around amounts recoverable under indemnities from previous participants. The
committee concurred with management’s assessment that the amounts agreed under the indemnities with
the previous participants were recoverable and appropriately recognised in non-underlying profit consistent
with the treatment of the related costs.
Distributable reserves The Committee considered the level of distributable reserves at the Domino’s Pizza Group plc level
throughout the year in order to confirm management’s assessment that appropriate reserves were in place to
facilitate distributions to shareholders. The Committee reviewed the assessment of the amounts considered
as qualifying consideration in order to support the adequacy of distributable reserves when distributions to
shareholders are declared.
In addition to the above, the Committee held discussions with management and reviewed reports around potential strategic developments for the business,
including potential accounting impacts and financing considerations, and provided recommendations to the Board around these matters. This includes continual
review of the appropriateness of accounting policies and segmental reporting as the strategy develops.
audit committee report continued
68 Domino’s Pizza Group plc Annual Report & Accounts 2024
Risk management and internal controls
The main features of the Group’s internal
control and risk management systems,
including in relation to the financial reporting
process, are:
· A clear delegation framework, including
decision-making retained by the Board (as
set out on page 52) and those delegated to
Executive management.
· A comprehensive set of policies and
procedures that employees are required
to follow and complete training thereon,
with oversight from the relevant
Board Committees.
· A risk management framework, including a
specific Executive Risk Committee
(described on page 24).
· A dedicated Internal Audit function
(described on page 71).
· A whistleblowing mechanism for
employees and contractors to raise
concerns about possible wrongdoing
(further described on page 101).
· Annual budgets and forecasts go through
detailed reviews by management and
approval by the Board.
· All external financial reporting is subject to
significant review across management and
executive, and detailed review by the
Board and approval through the
Disclosure Committee.
The Board is ultimately responsible for risk
management and internal controls and, on
behalf of the Board, the Audit Committee is
responsible for scrutinising the effectiveness
of management’s internal control and risk
management systems, on behalf of the Board.
The Committee reviewed management’s
assessment of risk and internal control,
results of work performed by Internal Audit,
and the results and controls observations
arising from the annual audit and interim
review procedures performed by the external
auditor. The Committee also ensured that all
topics were appropriately covered, as defined
by its Terms of Reference. In doing so, the
Committee considered:
· the Group’s principal risks (including any
emerging risks) and related assurance over
risk areas;
· Internal Audit reports on key audit areas
and any significant deficiencies in the
control environment;
· management reports on the systems of
internal controls and the progress made
on control-related projects;
· external audit reports from PwC during the
year which included details of their audit
risk assessment processes;
· actual and potential legal claims against
the Group; and
· the Group’s approach to IT and information
and data security.
As reported in previous years, the Group’s
internal control environment has historically
been informal and often undocumented.
Following the establishment of a clearer
control framework arising from the approach
to Enterprise Risk Management, the Group
has also been preparing to provide a
declaration on the effectiveness of material
controls, as required by Provision 29 of the
UK Corporate Governance Code for FY26,
supported by the formalisation of internal
controls over financial reporting; and greater
control over security and access, developed
alongside the implementation of the new ERP
system. These developments have been
specifically monitored the Committee during
the year.
The Committee also receive reports on
the results of the Information Security
workplan, including the results of any
penetration testing.
69Domino’s Pizza Group plc Annual Report & Accounts 2024
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audit committee report continued
External Auditors
PwC were appointed external Auditors in
2019. The Committee has engaged with PwC
in reviewing the audit plan for 2024, scope
of the audit and risks identified, and has
regularly met with the lead engagement
partner, Sarah Phillips. The Audit Committee
also held meetings with the external Auditors
without management present at each
Audit Committee meeting, and the Audit
Committee Chair has a regular and frequent
dialogue with the lead engagement partner
and the wider team.
The Audit Committee has reviewed the
independence, objectivity and effectiveness
of the external Auditors, PwC, and has
concluded that PwC continues to possess the
skills and experience to fulfil its duties
effectively and efficiently.
PwC has confirmed that in its professional
opinion it is independent within the meaning
of regulatory and professional requirements
and the objectivity of the audit engagement
partner and audit staff are not impaired.
This is now the sixth year of PwC’s
engagement. The Committee remains
satisfied as a result of the discussions and
interactions with PwC, together with reviews
of audit quality reports and engagement
specific audit quality indicators, that no
significant issues were raised in relation to
audit quality.
The Audit Committee agreed the fees for the
external Auditors and has strict policies
regarding the provision of non-audit services
by the external Auditors which can be found
on the Company’s website. These include
specific pre-approvals for proposed work
and fees, a prohibition on certain services
and a restriction on total non-audit fees
as a percentage of the total audit and
audit-related services, except in exceptional
circumstances. PwC also have a clear internal
policy on non-audit services.
The only significant non-audit fees charged
in the period were in relation to the interim
review and additional assurance work over
certain ESG metrics. The assurance over ESG
metrics work is consistent with the previous
year, for a total fee of £61,400. The interim
review performed at half year was £71,600.
The Committee considered the
appropriateness of re-appointing PwC in
light of independence requirements and
considered the work performed to be in line
with both our internal and PwC’s policies, and
ethical guidance. The level of non-audit fees
to audit fees is 13%.
The level of fees payable to PwC for 2024 are
as set out below:
£m
Total audit and audit-related fees 1.0
Non-audit fees 0.1
Total audit and non-audit services 1.1
Specific matters around risk assessment and the internal control environment considered by the Committee, and the work undertaken
by the Committee, are as follows:
Risk management and internal control Work undertaken by and conclusion of the Audit Committee
IT and cyber security The Group’s system sales and operations are highly dependent on its e-commerce IT systems and there can
be no guarantee as to the resilience of the Group’s systems to outside attack. The Committee has therefore
received updates each quarter from the Chief Information Officer and Chief Information Security Officer and
challenged management on the specific progress made on improving the control environment, with specific
focus on cyber security risks and business critical systems.
Risk assessment The Committee reviewed the risk profile of the Group as agreed by the Board and the principal risks as set
out on pages 24 to 29 and challenged the nature, impact and appetite (which was enhanced during the year)
towards the Group’s principal risks. The Executive Risk Committee has continued to re-assess the key risks
which could prevent the Group from achieving its long-term strategic objectives with input from each
risk-owner across the business and the outcome of this review has been reflected in management’s reported
assessment.
Whistleblowing The Committee received updates from management of any whistleblowing cases identified and reviewed the
operation and appropriateness of reporting procedures, including the annual refresh process in order to
increase awareness. No significant items were reported.
Fraud, anti-bribery and corruption The Committee reviewed the policy and training programme in place around anti-bribery and corruption.
Taxation The Committee received reports from management around the tax position of the Group and was updated on
emerging direct and indirect tax risks, including the transfer pricing charge recognised as outlined above.
70
Domino’s Pizza Group plc Annual Report & Accounts 2024
The Company has complied throughout the
year with the Statutory Order 2014 issued by
the Competition and Markets Authority.
After assessing the level of non-audit fees,
the review of effectiveness and relevant
audit quality reports, the Committee has no
concerns over the objectivity, independence
or effectiveness of the external Auditors.
Internal Audit
The Internal Audit plan is created from
review of Group Risk Dashboards and
strategic priorities, aimed at providing
ongoing assurance coverage over the Group’s
principal risks. Individual internal audit
reviews are designed to provide assurance
over the processes and controls in place to
manage the risks to the achievement of the
Group’s strategic objectives.
Internal audit activity conducted during
the year included reviews of the product
innovation process, SCC demand
management & resilience, cyber security,
payroll, the approach to post investment
reviews and assurance over the tax
responsibilities of the Senior
Accounting Officer.
Recommendations arising from audits are
followed up routinely to ensure management
commitments are enacted on a timely basis
and control improvements delivered.
The Committee is satisfied that there
is a clear improvement plan in place for
internal controls.
The Internal Audit team has input into
ensuring that adequate resources are made
available and that the necessary support is
provided by the business to accomplish the
agreed work programme. The Committee
Chair meets with the Director of Internal
Audit & Risk regularly to discuss activities
and the nature of any significant issues which
may have arisen.
A review of the effectiveness of the Internal
Audit function takes place on a regular basis,
including input from the Committee members
and management involved in the internal
audit process. Objectives for the department
are established at the start of each year with
progress against their achievement reviewed
at each Audit Committee meeting.
The work of Internal Audit is a regular
agenda item at Committee meetings. Reports
from the Director of Internal Audit & Risk
routinely include updates on progress on
delivery of the Group’s Internal Audit plan,
and commentary and tracking of the
implementation of recommendations by
management. All audit reports are made
available to the PwC external audit team
and, here relevant and beneficial, detailed
findings are shared between teams.
Going concern and viability
Net debt has increased during the year to
£265.5m as a result of the free cash flow
and disposal income generated by the Group
being below capital expenditure, strategic
investments and shareholder returns.
Throughout the year, the Group has
maintained comfortable headroom within
its facility and comfortably met banking
covenant compliance.
On behalf of the Board, the Audit Committee
reviewed the Group’s projected cash flows,
facilities and covenants as well as reviewing
the assumptions underlying the viability
statement (see pages 30 and 31).
Having reviewed these projections, and the
potential scenarios consisting of the Base
Case, a sensitised scenario and a further
stress test, which have been set out in more
detail on pages 30 and 31, and the ability of
the Group to stop discretionary payments,
the Audit Committee has concluded that it
would recommend to the Board that it should
be able to make the relevant statements.
The principal sensitivity would be a
significant fall in underlying profitability or
a severe impact in the supply chain, which
could impact on the debt covenants, together
with any significant one-off impacts from
supplier disruption or data breaches.
Mitigations remain in the form of delaying
or suspending capital distributions through
dividends and share buybacks.
We note the ongoing improvements in
management’s risk assessment process,
the impacts of which are covered above.
Fair, balanced and understandable
The Audit Committee has provided advice
to the Board on whether the Annual Report
and Accounts, taken as a whole, are fair,
balanced and understandable and provide
the information necessary for shareholders
to assess the Group’s financial position and
performance, business model and strategy.
Each Director was also asked to provide
this confirmation. When doing so, both the
Audit Committee and the individual Directors
were provided by management with a formal
assessment of the key messages included
in the Annual Report and Accounts. This
assessment was designed to test the quality
of reporting and to enable the Directors to
satisfy themselves that the levels of
disclosure were appropriate.
The Committee gave due consideration to
the integrity of information provided in the
Annual Report to ensure that this explains
the Group’s position and performance
effectively. The Committee reviewed the
use of alternative performance measures,
including the use of non-underlying
measures, in light of the guidelines issued
by the European Securities and Markets
Authority (‘ESMA’). Particular focus was
given to the treatment of amortisation of
reacquired rights and acquisition costs, as
described in the focus areas above.
The Committee recommended to the Board
that the disclosures in the Annual Report,
taken as a whole, are fair, balanced and
understandable, and provided the
information necessary for our shareholders
to assess the Company’s position,
performance, business model and strategy.
Lynn Fordham
Chair of the Audit Committee
10 March 2025
71Domino’s Pizza Group plc Annual Report & Accounts 2024
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DIRECTORS’ REMUNERATION REPORT
Committee Members
Matt Shattock
Ian Bull
Committee member Member since Meetings attended
Matt Shattock 2020
Ian Bull 2019
Natalia Barsegiyan 2020
Lynn Fordham 2020
For full biographies of the Committee members see pages 48 and 49.
Natalia
Barsegiyan
chair
4
Meetings
in 2024
Lynn
Fordham
Chair’s summary statement
Dear shareholder
In this report, we review the Group’s
performance in the year and explain the
remuneration which resulted for the
Directors. I also explain how our
remuneration policy will be implemented
in 2025.
Performance and remuneration for 2024
In 2024, the Group delivered a strong
underlying performance against a backdrop
of continued market uncertainty. Underlying
EBITDA increased by 6.4%, driven by a
growth in total orders, contribution from
Shorecal and lower technology costs. The
business opened 54 new stores with a record
number of store openings in Ireland. We
concluded a new Profit and Growth
Framework with our franchise partners,
aligning our interests and providing a
platform to drive the performance of the core
UK & Ireland business and capitalise on the
potential for further growth. The system is
aligned to deliver key strategic operational
goals to give our customers better service
and better value, driving profitable growth
for the Company and our franchise partners.
The business delivered an adjusted
underlying profit before tax (‘PBT’)
for the year above the threshold target level
for profit-related annual bonuses to be paid
to the Executive Directors. Details of the
annual bonus outcomes are shown on pages
90 and 91.
72 Domino’s Pizza Group plc Annual Report & Accounts 2024
In addition, the LTIP awards made to the
Interim CEO, Elias Diaz Sese, and the
CFO, Edward Jamieson are due to vest
in October 2025:
· 70% by reference to EPS for 2024 with
the Committee having determined that
none of this element will vest; and
· 30% by reference to relative TSR to
10 October 2025 with the Committee
having estimated that 80.1% of this
element would vest had the performance
ended on 29 December 2024. Any variance
between actual vesting and estimated
vesting for this element will be reflected in
next year’s Directors’ remuneration report.
Full details of the LTIP vesting outcomes are
shown on pages 91 to 92.
The Committee is satisfied that the
remuneration outcomes and payments
for the 2024 financial year are fair and
reasonable, in light of the business
performance during the year, and are
in the best interests of the Company
and shareholders.
LTIP granted during the year
The CEO, Andrew Rennie, and the
CFO, Edward Jamieson, both received
an award under the 2022 LTIP of 200%
and 175% respectively of base salary on
8 April 2024. 70% of the awards are subject
to performance conditions based on earnings
per share (‘EPS’) targets for the 2026 financial
year and 30% are based on relative total
shareholder return (‘TSR’) measured over
the three-year period starting 29 December
2023. A two-year post-vesting holding period
applies. Detailed performance targets for
LTIP awards made in 2024 are shown on
page 92 and are in line with those disclosed
in the last Directors’ remuneration report.
Base salaries for 2025
The Committee has agreed salary increases
for the CEO and CFO. With effect from April
2025, the CEO’s salary will increase to
£795,000 per annum and the CFO’s salary
will increase to £400,000 per annum.
Shareholders’ views
The Committee continues to take an active
interest in shareholders’ views and looks
forward to maintaining an open and
transparent dialogue in the future. We would
like to thank you for your support in previous
years, and we look forward to your support
at the 2025 AGM.
Natalia Barsegiyan
Chair of the Remuneration Committee
10 March 2025
The Committee
issatisfied that
the remuneration
outcomes and
payments for
2024 are fair
andreasonable.
For the introduction to
Governance,seepage 50.
73Domino’s Pizza Group plc Annual Report & Accounts 2024
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DIRECTORS’ REMUNERATION REPORT continued
Chief Executive Officer
£0
£400,000
£800,000
£1,200,000
£1,600,000
£2,000,000
Salary Benefits Pension Bonus
2023
actual
2023
maximum
2024
actual
2024
maximum
45.52%53.32%
Chief Financial Officer
£0
£300,000
£600,000
£900,000
£1,200,000
£1,500,000
Salary Benefits Pension Bonus LTIP
2023
actual
2023
maximum
2024
actual
2024
maximum
24.03%
44.02%
46.32%
Remuneration at a glance
NOTES:
The chart for the CEO for 2023 shows the aggregated remuneration received each year by Elias Diaz Sese (interim CEO until 8 August 2023) and Andrew Rennie
(CEO from 8 August 2023) during the year in respect of the role of CEO. Andrew Rennie’s buyout award is excluded from the chart above, as it is intended to show
annual comparison with ongoing elements of remuneration.
The only LTIP award due to vest for Executive Directors for the performance periods ending in 2023 and 2024 was the award made in October 2022 to
Edward Jamieson which is therefore included in the 2024 chart for the CFO.
Alignment of performance and remuneration 2024
Annual bonus
Incentivise annual delivery of financial and operational goals
linked to the Company’s strategy
PBT
Linked to financial KPI
Personal Objectives
Linked to business strategic plan
Sustainability
Linked to Sustainability strategy
LTIP
Aligned to main strategic objectives of delivering sustained
profitable growth
EPS growth
Linked to financial KPI
Relative TSR
Linked to financial KPI
PBT growth
Personal
Objectives
65%
Sustainability
10%
25%
EPS growth
Relative
TSR
70%
30%
74 Domino’s Pizza Group plc Annual Report & Accounts 2024
Directors’ Remuneration Policy
The current Directors’ Remuneration Policy
(the ‘Policy’) was approved by shareholders
at the General Meeting on 30 June 2023.
The Policy as approved by shareholders is
available on our website https://investors.
dominos.co.uk/investors/shareholder-
information. We have included a version
of the Policy below which has been updated
where appropriate to reflect the passage
of time.
This is the Policy for the Company, as
required under the provisions of the
Companies Act 2006 and Schedule 8 of the
Large and Medium-sized Companies and
Groups (Accounts and Reports) Regulations
2008 as amended (the ‘Regulations’). The
Policy took effect from 30 June 2023 for a
three-year period. The previous Policy was
approved by shareholders at the 2022 AGM
on 5 May 2022.
The Policy is the same as that previously
approved other than it has been amended to
allow for the one-off grant of premium priced
options (structured as share settled stock
appreciation rights) to Executive Directors in
permanent roles which will be granted under
the Company’s existing 2022 LTIP (for which
shareholder approval was obtained on
30 June 2023) and a few minor textual
changes for the purpose of clarity.
Objectives of the Policy
The Policy has been developed and designed
to meet the following objectives:
· clarity: maintain transparency, clear
alignment with shareholder value
and promotion of long-term,
sustained performance;
· predictability: ensure that performance
targets for variable pay are stretching
but achievable, specific and measurable,
the quantum of reward reflects both
Company and individual performance,
and there are appropriate award caps
and Committee discretions in place;
· support for the Company’s business
strategy by aligning the Executive
Directors’ incentives with the Company’s
growth objectives;
· simplicity: ensure that the remuneration
structures avoid unnecessary
complexity and are easy to understand
for participants;
· risk is appropriately managed: variable
pay should drive performance within the
Company’s risk appetite and encourage
a prudent and balanced approach to
the business;
· alignment to culture: the remuneration
arrangements encourage the behaviour
from the Executive Directors that the
Committee expects to see throughout the
business; and
· proportionality: the link between individual
awards, the delivery of strategy and
long-term performance of the Company
is clear.
In setting the Policy for the Executive
Directors, the Committee also takes into
account a number of different factors:
· The Committee applies the principles set
out in the UK Corporate Governance Code
and also takes into account best practice
guidance issued by the major UK
institutional investor bodies and other
relevant organisations.
· When the Committee determines and
reviews the Policy for the Executive
Directors, it considers and compares it
against the pay, policy and employment
conditions of our employees to ensure
that there is appropriate alignment
between the two.
· The Committee conducts periodic
external comparisons to examine
current market trends and practices
and equivalent roles in similar companies,
taking into account their size, business
complexity, international scope and
relative performance to inform its
decisions. However, the Committee
recognises that such data and information
should be used as a guide only and that
there may be a need to phase in changes
over a period of time.
75Domino’s Pizza Group plc Annual Report & Accounts 2024
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DIRECTORS’ REMUNERATION REPORT continued
Executive Directors’ Remuneration Policy table
Purpose and link
tostrategy Operation Maximum Performance targets
Base salary · Reflects the
responsibility level
and complexity of
the role
· Reflects skills and
experience over time
· Provides an
appropriate level of
basic fixed income to
avoid excessive risk
arising from
over-reliance on
variable income
· Salaries will typically be reviewed
annually
· Set in the context of pay and
employment conditions in the
Group and internal relativities
· Salary levels take periodic account
of pay levels in companies with
similar characteristics and sector
comparators
· Salaries will typically be eligible for
increases on an annual basis with
the rate of increase (in percentage
terms) typically linked to those of
the wider workforce
· If there are significant changes
in responsibility, a change of scope
in a role, a material sustained
change in the size and/or
complexity of the Company or very
strong performance, these may
merit base salary increases beyond
those of the wider workforce
· If pay is set at a discount to the
Company’s normal policy on
appointment, it may be appropriate
to phase an individual towards an
appropriate rate using increases
above those of the wider
workforce based on performance
and experience
n/a
Pension · Provides market-
competitive, yet
cost-effective
retirement benefits
· Opportunity for
Executives to
contribute to their
own retirement plan
· Defined contribution or cash
supplement
· HMRC-approved salary sacrifice
arrangement (salary sacrifice for
employee contribution)
· Employer contribution to a pension
arrangement or payment of a cash
allowance in lieu of a pension up to
3% of basic salary
n/a
Other
benefits
· Provides cost-
effective insured
benefits to support
the individual and
their family
· Access to company
car to facilitate
effective travel
· Benefits are provided through
third-party providers and include
family-level private medical and
up to four times salary life
insurance cover
· Company cars or cash
equivalents provided
· Participation in an HMRC-
registered savings-related share
option scheme on the same terms
as other UK-based employees
· The Committee may offer Executive
Directors other benefits from time
to time on broadly the same terms
as provided to the wider workforce
or, as appropriate, to enable them
to effectively fulfil their duties.
Relocation benefits may be offered
if considered appropriate and
reasonable
· Any business-related expenses
(including tax thereon) may be
reimbursed
· There is no maximum limit
specified but the Committee
reviews the overall cost of the
benefits on a periodic basis.
The value of insured benefits
will vary from year to year,
based on the cost from third-party
providers
n/a
76
Domino’s Pizza Group plc Annual Report & Accounts 2024
Purpose and link
tostrategy Operation Maximum Performance targets
Annual
performance
bonus
· Incentivise annual
delivery of financial
and operational goals
linked to the
Company’s strategy
· Up to two-thirds of the annual
bonus is paid in cash and one-third
is deferred into shares that will vest
after three years and are subject to
risk of forfeiture
· Dividend equivalents which accrue
on vested shares may be payable
· Clawback and malus
provisions apply
· Stretching targets drive operational
efficiency and influence the level
of returns that should ultimately be
delivered to shareholders through
share price and dividends
· The maximum bonus opportunity
is 150% of salary for the CEO and
125% of salary for the CFO and
other Executive Directors
· Bonuses will be subject to a
combination of financial and
non-financial targets that are
set by the Committee on an
annual basis
· The majority of the bonus will
be measured against financial
metrics (e.g. underlying PBT)
with a graduated scale set around
the target
· A minority of the bonus may be
set based on non-financial targets
which are aligned to the key
business objectives from year to
year (which can include targets
relating to ESG/Sustainability)
· A minority of each element will
be payable for achieving the
threshold performance level.
In relation to financial targets,
20% of this part of the bonus
becomes payable for achieving
the threshold performance target.
In relation to any non-financial
measures used, it is not always
practicable to set a sliding scale
for each objective. Where it is, a
similar proportion of the bonus
becomes payable for achieving
the threshold performance level
as for financial targets
· Details of the bonus measures and
targets operated each year will be
included in the relevant Directors’
remuneration report
2022 Long
Term
Incentive
Plan (‘2022
LTIP’)
· Aligned to main
strategic objectives of
delivering sustained
profitable growth
· Aids retention of
senior management
· Creates alignment
with shareholders
and provides focus
on increasing the
Company’s share price
over the medium term
· Annual grant of performance shares
which may be structured as
conditional awards or nil cost
options
· Subject to performance conditions
measured over three years. An
additional two-year post-vesting
holding period applies to awards
granted to the Executive Directors
· Clawback and malus provisions
apply
· Dividend equivalents which accrue
during the vesting period and,
where applicable, post-vesting
holding period may be paid
· Maximum annual opportunity of
200% of salary for the CEO and
175% for the CFO and other
Executive Directors
· Long-term incentive awards vest
based on three-year performance
against one or more challenging
financial targets and relative TSR
performance set and assessed by
the Committee at its discretion
· Different measures may be set for
future awards but financial targets
will determine vesting in relation
to at least 50% of an award
· A maximum of 15% of any award
vests for achieving the threshold
performance level, with 100% of
the awards being earned for
maximum performance
77
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DIRECTORS’ REMUNERATION REPORT continued
Purpose and link
tostrategy Operation Maximum Performance targets
Premium
priced
options
under the
2022 LTIP
· To attract and retain
Executive Directors
of the right quality
to drive share price
growth/shareholder
value generation
· Awards can be granted on a one-off
basis to Executive Directors in
permanent roles
· Awards of premium priced options
at a strike price of the greater of
£4 and a 33% premium to the
market value of a share, normally
averaged over five Stock Exchange
dealing days before the grant date
· Awards vest in three equal tranches
after three, four and five years from
date of grant; the first two tranches
are subject to a post-vesting holding
period until the fifth anniversary
of grant
· At exercise, the number of shares
equal to the value of the option gain
(i.e., value growth in excess of the
strike price) will be transferred
to the Executive Directors
· The exercise period for all tranches
expires six months after the fifth
anniversary of the grant date
· Malus and clawback provisions
apply
· No dividend equivalent will accrue
· The maximum percentage of the
issued share capital over which
premium priced options may be
granted is limited to 1.5% of the
issued share capital at date of grant
At grant:
· The CEO will receive options with
fair value of no more than 300% of
salary
· Other Executive Directors will
receive options with fair value of
no more than 150% of salary
· The fair value will be calculated
in accordance with IFRS 2
· The minimum share price that will
be used to determine the size of
grant is £2.50
At vesting:
· The maximum share price that can
be used to determine the number
of shares to be transferred to the
Executive Directors is capped at
3 times the share price at grant
· If the share price at vesting exceeds
3 times the share price at grant, the
maximum monetary value that can
be delivered to the Executive
Directors will be capped based on
a share price of 4.5 times the share
price at grant
· An EPS underpin will apply such
that the Company’s fully diluted
EPS must achieve a compound
annual growth rate of at least
3% per annum before the awards
can vest
· The Committee has discretion
to reduce the level of vesting
in exceptional circumstances
to reflect the underlying
business performance
In-
employment
share
ownership
requirement
· To provide alignment
between Executives
and shareholders
· To encourage a focus
on sustainable
long-term
performance
· Executives are required to retain
shares from the vesting of options
and awards (on an after-tax basis) to
build and maintain a shareholding
equivalent to the required multiple
of salary within five years of joining
· 50% of any shares received on
vesting/exercise of awards under
the Company’s LTIPs and Deferred
Share Bonus Plan (net of tax),
granted in respect of performance
periods starting in 2019 onwards,
will be placed into a nominee
account until the required share
ownership requirement has
been met
· At least 200% of salary holding
for Executive Directors whilst
in employment
n/a
Post-
employment
share
ownership
requirement
· To further strengthen
the alignment
between Executives
and shareholders
· Upon cessation of employment,
Executives are required to maintain
a shareholding for two years
thereafter
· A level equal to the lower of the
in-employment requirement and the
number of shares beneficially held
at cessation
n/a
78
Domino’s Pizza Group plc Annual Report & Accounts 2024
Non-executive Directors’ Remuneration Policy table
Purpose and link
tostrategy Operation Maximum Performance targets
Non-
executive
Director fees
· Reflects the value of
the individual’s skills
and experience
· Recognises expected
time commitments
and responsibilities
· Chair’s fees are set by the
Remuneration Committee.
Non-executive Directors’ fees
are set by the Board
· Fees are reviewed periodically
· Takes into account periodic external
reviews against companies with
similar characteristics and sector
comparators
· Set in the context of time
commitments and responsibilities
· A base fee is provided to all
Non-executive Directors with
supplemental fees payable for
chairing the sub-Committees, for
holding the Senior Independent
Director position or to reflect any
additional responsibilities or
duties they are required by
the Board to undertake
· Non-executive Directors do not
participate in any annual bonus,
share incentive plans or pension
arrangements
· Non-executive Directors shall be
reimbursed for any expenses (on a
gross of tax basis) incurred in the
course of carrying out their role
which are deemed to be taxable
by HMRC (or equivalent body)
· The fee levels are reviewed on a
periodic basis, with reference to
the time commitment of the role
and market levels in companies of
comparable size and complexity
· The fee levels will be eligible for
increases from the effective date
of the three-year period that the
remuneration policy operates to
ensure they appropriately recognise
the time commitment of the role,
increases to fee levels for
Non-executive Directors in general
and fee levels in companies of a
similar size and complexity
· Flexibility is retained to go over
the above fee levels, if necessary
to do so, to appoint a new Chair
or Non-executive Director of an
appropriate calibre
n/a
Shareholding
guideline
· To provide alignment
between Non-
executive Directors
and shareholders
· Non-executive Directors are
encouraged, but not required,
to own shares in the Company
· To facilitate this, Non-executive
Directors can enter into
arrangements under which a
percentage of their after-tax fees
can be applied to purchase shares
n/a n/a
79
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DIRECTORS’ REMUNERATION REPORT continued
Operation of the annual bonus plan,
the deferred share bonus plan and
LTIP policy
The Committee will operate the annual bonus
plan, the Deferred Share Bonus Plan (‘DSBP’),
the 2012 LTIP and the 2022 LTIP scheme in
accordance with their respective rules and in
accordance with the Listing Rules and HMRC
requirements where relevant.
Within these rules, the Remuneration
Committee is required to retain a number of
discretions to ensure an effective operation
and administration of these plans. These
discretions are consistent with standard
market practice and include (but are not
limited to):
· who participates in the plans;
· when awards are granted and/or paid;
· the size of an award and/or a payment
(subject to the limits stated in the policy
table above);
· how to determine the level of vesting;
· how to deal with a change of control or
restructuring of the Group;
· how to determine a good/bad leaver for
incentive plan purposes;
· how to determine any adjustments
required in certain circumstances (e.g.
rights issues, corporate restructuring,
events and special dividends); and
· reviewing the performance conditions
(range of targets, measures and weightings)
for the annual bonus plan and LTIP from
year to year.
If certain events occur, such as a material
acquisition or the divestment of a Group
business, the original performance conditions
may no longer be appropriate. Therefore, the
Remuneration Committee retains the
discretion to make adjustments to the targets
and/or set different measures and alter
weightings as they deem necessary to ensure
the conditions achieve their original purpose,
are appropriate in the revised circumstances
and, in any event, are not materially less
difficult to satisfy.
Any use of the above discretions would,
where relevant, be explained in the
Directors’ remuneration report and
may, where appropriate, be the subject
of prior consultation with the Company’s
major shareholders.
To comply with the UK Corporate
Governance Code published in 2018,
for awards granted in 2019 and beyond,
irrespective of whether any performance
condition has been achieved, the Committee
will have discretion under the annual bonus
plan, the 2012 LTIP and 2022 LTIP to scale
back the level of pay-out or vesting that
would otherwise result by reference to the
formulaic outcome alone. Such discretion
would only be used in exceptional
circumstances and may be applied to
take into account corporate and/or
personal performance.
Share-settled incentive awards and any
arrangements agreed prior to the effective
date of this policy will remain eligible to
vest or pay out based on their original award
terms. This includes any awards granted
under the DSBP, the 2012 LTIP scheme
or the 2022 LTIP scheme.
In addition, all arrangements previously
disclosed in prior years’ Directors’
remuneration reports will remain
eligible to vest or become payable
on their original terms.
Clawback and malus provisions
The Company has the right to reduce the
number of shares over which an award was
granted under the DSBP or LTIP where it is
discovered that the award was granted over
too many shares as a result of a material
misstatement in the Company’s accounts,
when there has been an error or reliance on
misleading information when assessing the
size of the award that was granted, and/or
it is discovered that the participant could
reasonably have been dismissed as a result of
his/her misconduct. For performance periods
beginning on or after 31 December 2018,
the Company may also scale back an award
where the Company suffers a material
downturn in its operational or financial
performance which is at least partly
attributable to management failure; where
the Company has suffered an instance of
corporate failure; and/or where this is a
material failure of risk management and/or
regulatory non-compliance. For performance
periods beginning on or after 31 December
2021, the Company may also scale back an
award where the Company suffers a serious
reputational damage as a result of
management failure and/or where there is
unreasonable failure to protect the interests
of employees and customers.
The Company may also claw back cash bonus
awards or previously vested DSBP and LTIP
awards in accordance with the principles set
out above to ensure that the full value of any
overpayment is recouped.
In these circumstances, the Committee may
apply clawback within two years of the
payment of the cash bonus or date of grant of
a DSBP award or within three years of the
vesting of an LTIP award.
Balance between fixed and variable pay
The performance-related elements of
remuneration are dependent upon
the achievement of outcomes that are
important drivers of sustainable growth for
the business and therefore the creation
of value for shareholders.
Choice of performance metrics
The Company is a growth business, and
our investments in supply chain, digital
innovation and the customer experience are
all designed to improve the profitability of
the overall system, reach new customers
and drive repeat business from existing
customers. However, neither system sales
nor statutory revenue are appropriate
performance measures, because the former is
significantly influenced by franchisees, and
the latter is affected by the volatility of food
costs. As a result, underlying profit before tax
is used as the main performance metric in the
annual bonus plan, as this captures both the
growth and the efficiency of the business.
Part of the annual bonus is also subject to
strategic objectives.
80 Domino’s Pizza Group plc Annual Report & Accounts 2024
A combination of relative TSR and growth
in underlying EPS have been used for LTIP
awards in previous years. The underlying
EPS measures the Company’s success in
delivering long-term profit growth, a key
contributor to the Company’s valuation, and
was considered by the Committee to be the
most appropriate measure of long-term
financial performance. It is also used by the
Board to determine success in executing our
strategy and our dividend policy.
Relative TSR helped align management’s and
shareholders’ interests, since the Executives
would only be rewarded to the extent that
the Company delivered a return to
shareholders above that of the median
company of comparable size, with full
vesting on this measure requiring top
quartile performance.
All incentives are capped, other than for the
impact of share price, in order that
inappropriate risk-taking is neither
encouraged nor rewarded. For financial
targets, a sliding scale is applied, with a very
modest amount being payable for threshold
levels of performance.
A number of the Company’s non-financial
strategic objectives have been incorporated
into the annual bonus for Executive Directors
and will be applied on an individual basis for
a minority of the overall bonus opportunity.
These objectives will also be measured on a
sliding scale of performance where possible.
The Committee will review the continued
appropriateness of the annual bonus
(and, if applicable, awards granted under
the LTIP in the 2023 financial year)
performance conditions on an annual basis
to ensure that they remain aligned to the
Company’s strategy.
The Committee will make necessary changes
to the weightings of measures and/or
introduce new measures which they believe
would provide a closer link to the business
strategy within the confines of the policy
detailed above. Shareholder dialogue would
take place, as appropriate, should there be
any material change of emphasis in relation
to current practices. In particular, with the
introduction of the premium priced options,
the Committee intends to review whether it
should retain relative TSR in the normal LTIP
awards or whether it would be more
appropriate to replace this with another
internal financial metric.
How employees’ pay is
taken into account
Pay and conditions elsewhere in the Group
were considered when finalising the current
policy for the Executive Directors.
In particular, the Committee is updated
on salary increases for the general
employee population, Company-wide benefit
provisions, level of annual bonuses and staff
participation in long-term incentive schemes,
so it is aware of how the total remuneration
of the Executive Directors compares
with the average total remuneration of
employees generally.
The Committee does not formally or directly
consult with employees on Executive pay
but does receive periodic updates from the
Group’s People Director. The Committee is
also informed of the results of colleague
engagement surveys, which do not contain
any specific questions related to Executive
Director remuneration. The most recent
survey continues to show high levels
of colleague engagement, with reward
continuing to be an important attribute of
their job. As previously reported, the Board
decided that engagement with the workforce
for the purposes of Principle 5 of the UK
Corporate Governance Code is best achieved
through a designated Non-executive
Director. Executive remuneration has been
discussed at workforce forum meetings
held in 2023.
How the Executive Directors’
Remuneration Policy relates to
the Group
The remuneration policy described above
provides an overview of the structure that
operates for the most Senior Executives in
the Group, with a significant element of
remuneration dependent on Company and
individual performance.
A lower aggregate level of incentive payment
applies below Executive Director level, driven
by market comparatives, internal relativities
and the potential impact of the role. The vast
majority of the Group’s employees participate
in an annual bonus plan, with the limits and
performance conditions varying according
to job grade.
81Domino’s Pizza Group plc Annual Report & Accounts 2024
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DIRECTORS’ REMUNERATION REPORT continued
How is risk managed in relation to
short and long-term incentives?
The Committee believes that the
consideration and management of risk is
important when formulating and then
operating appropriate remuneration
structures (notably the performance criteria)
for senior management. The majority of
the members of the Committee are also
members of the Audit Committee, whose
Chair is also a member of the Remuneration
Committee. The Remuneration Committee
has a good understanding of the key risks
facing the business and the relevance of
these to the remuneration strategy, most
particularly when setting targets for
performance-related pay.
In line with the Investment Association’s
Guidelines on Responsible Investment
Disclosure, the Remuneration Committee
ensures that the incentive structure for
Executive Directors and senior management
will not raise ESG risks by inadvertently
motivating irresponsible behaviour, and
remuneration design can be flexed to address
ESG issues when appropriate.
The Committee has due regard to issues
of general operational risk when
structuring incentives.
The clawback provisions (see page 80) in
respect of annual bonuses and long-term
share plans also provide the Committee with
a mechanism to recover monies in certain
circumstances.
Share ownership requirements and the
design of the 2012 LTIP and 2022 LTIP help
to ensure that the Executive Directors
have a strong personal focus on long-term
sustainable performance, heavily driven by
the relative and absolute returns delivered
to shareholders.
How shareholders’ views are taken
into account
The Committee considers shareholder
feedback received around the AGM and
analyses the votes cast on the relevant items
of business. This feedback, plus views
received during meetings with institutional
shareholders and their representative bodies,
is considered as part of the Company’s annual
review of remuneration policy.
The Committee also consults with its
key shareholders whenever appropriate.
A consultation process was undertaken
during 2021 and early 2022 with
shareholders’ views being reflected in
the previous policy, which was approved
by shareholders at the 2022 AGM.
The Committee has consulted with its key
shareholders on the proposed policy and on
the changes to the LTIP to allow for the grant
of premium priced options and reflected
shareholders’ views in the vesting conditions
applicable to premium priced options,
including a request for an EPS underpin.
The Committee values feedback from its
shareholders and seeks to maintain a
continued open dialogue. Details on
shareholder voting are shown on page 88.
Investors who wish to discuss
remuneration issues should contact the
Company Secretary.
Service contracts and policy on exit
The Committee reviews the contractual
terms for new Executive Directors to ensure
that these reflect best practice.
Service contracts are normally entered into
on a rolling basis, with notice periods given
by the employing company normally limited
to six months or less. The Committee has
discretion to determine a longer notice
period (up to 12 months) for new Executive
Directors, which will be reduced to six
months by no later than the end of the
second year after joining. Should notice be
served by either party, the Executive can
continue to receive basic salary, benefits and
pension for the duration of their notice
period, during which time the relevant Group
company may require the individual to
continue to fulfil their current duties or may
assign a period of garden leave. An Executive
Director’s service contract may be
terminated without notice and without any
further payment or compensation, save for
sums accrued up to the date of termination,
on the occurrence of certain events of gross
misconduct. If the Company terminates the
employment of an Executive Director in
breach of contract, compensation is limited
to salary due for any unexpired notice period
and any amount assessed by the Committee
as representing the value of other contractual
benefits which would have been received
during the unexpired notice period.
Andrew Rennie has a six months’ notice
period from either party.
Edward Jamieson had a 12 months’ notice
period from either party until 17 October
2024. From 17 October 2024, the second
anniversary of his date of appointment, the
notice period reduced to six months’ from
either party.
Payments in lieu of notice are not
pensionable. In the event of a change
of control of the Group, there is no
enhancement to contractual terms.
82 Domino’s Pizza Group plc Annual Report & Accounts 2024
In summary, the contractual provisions for any new Executive Directors are as follows:
Provision Detailed terms
Notice period Normally six months or less. Subject to Committee discretion, up to 12 months may be offered initially but will be
reduced to six months no later than the end of the second year after joining.
Maximum termination payment Base salary plus benefits and pension, subject to mitigation for new Directors.
Remuneration entitlements A pro-rata bonus may also become payable for the period of active service along with vesting for outstanding
share awards (in certain circumstances – see table below). In all cases performance targets would apply.
Change of control As on termination.
Any share-based entitlements granted to an Executive Director under the Company’s LTIP schemes or bonus entitlement under the annual
performance bonus will be determined based on the relevant plan rules.
With regard to the circumstances under which the Executive Directors might leave service, these are described below with a description of
the anticipated payments:
Remuneration element
‘Bad’ leaver
(e.g. resignation and dismiss for cause)
‘Good’ leaver
(e.g. death, ill health, retirement, redundancy and any
other reason if the Committee so decides)
Salary in lieu of notice period Salary for proportion of notice
period served.
Up to a maximum of 100% of salary.
Pension and benefits Provided for proportion of notice
period served.
Up to one year’s worth of pension and benefits (e.g. redundancy).
Possible payment of pension and insured benefits triggered by the leaver event
(this would be governed by the terms of the benefits provided).
Where appropriate, medical coverage may continue for a period post-cessation.
Bonus (in year) Immediately forfeited on the date
of cessation.
Normally reduced pro rata to reflect proportion of performance period elapsed
(provided performance conditions are met), unless the Committee decides that
no reduction (or a smaller reduction) is appropriate in any particular case.
Bonus (deferred shares) Immediately lapse on the date
of cessation.
Awards shall vest on the normal vesting date, unless the Committee otherwise
determines that the award shall vest on the date of cessation (or such later
date as the Committee specifies), and in either case to such extent as the
Committee determines.
Long-term incentive entitlements
(2012 LTIP and 2022 LTIP) other
than premium priced options
Immediately lapse on the date
of cessation.
Awards will ordinarily vest on the normal vesting date based on performance
tested over the full performance period and time pro rata based on the period
of time after the grant date and ending on the date of cessation, unless the
Committee determines otherwise (i.e. early vesting on cessation, and/or such
other later date as the Committee specifies, or the Committee decides time
proration is inappropriate in any particular case and shall increase the number
of vested shares).
Premium priced options under
the 2022 LTIP
Immediately lapse on the date
of cessation.
There are no automatic ‘good’ leavers with the Committee having discretion
in all circumstances to treat a participant as a ‘good’ leaver which will normally
be limited to death, ill health and disability.
Awards will ordinarily vest subject to meeting the EPS underpin on the normal
vesting dates on a pro-rata basis reflecting the period of time worked between
the grant date and the date of cessation, unless the Committee determines
otherwise (i.e. early vesting on cessation and/or the Committee determines
that time proration is inappropriate in any particular case and shall increase
the number of vested shares).
Other payments None. The Committee may pay reasonable outplacement and legal fees where
considered appropriate. The Committee may also pay any statutory entitlements
or settle or compromise claims in connection with a termination of employment,
where considered in the best interests of the Company.
83
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financial statementsgovernanceStrategic report
DIRECTORS’ REMUNERATION REPORT continued
Non-executive Director remuneration
The Non-executive Directors are not employed under service contracts and have contracts for services with a notice period of three months.
Non-executive Directors do not receive compensation for loss of office. Each of the Non-executive Directors is appointed for a fixed term of
three years, renewable for a further three-year term if agreed and subject to annual re-election by shareholders.
The following table shows details of the terms of appointment for the Non-executive Directors:
Appointment date Date most recent term commenced Expected date of expiry of current term
Ian Bull 19 April 2019 19 April 2022 19 April 2025
Elias Diaz Sese 17 October 2019 7 August 2023 7 August 2026
Matt Shattock 16 March 2020 16 March 2023 16 March 2026
Natalia Barsegiyan 16 September 2020 16 September 2023 16 September 2026
Lynn Fordham 16 September 2020 16 September 2023 16 September 2026
Tracy Corrigan 5 May 2022 5 May 2022 5 May 2025
Mitesh Patel
1
1 June 2024 1 June 2024 1 June 2027
1. Mitesh Patel joined the Board as a Non-executive Director with effect from 1 June 2024.
Recruitment and promotion policy
When facilitating an external recruitment or an internal promotion, the Committee would apply the following principles:
Remuneration element Policy
Base salary Salary levels will be set based on the experience, knowledge and skills of the individual and in the context
of market rates for equivalent roles in companies of a similar size and complexity. The Committee would
also consider Group relativities when setting base salary levels.
The Committee may set initial base salaries below the perceived market rate with the aim to make multi-
year staged increases to achieve the desired market position over time. Where necessary these increases
may be above those of the wider workforce, but would be subject to continued development in the role.
Benefits and pension Would be as provided to current Executive Directors.
The Committee would consider meeting the cost of certain reasonable relocation expenses and legal fees
as necessary.
Annual bonus The annual bonus would be operated in line with that set out in the policy table for current
Executive Directors.
For a new joiner, the bonus would be pro-rated for the period of service during the financial year of their
appointment.
Due to the timing or nature of the appointment, the Committee may determine it necessary to set different
or modified performance conditions for the first year of appointment.
Long-term incentives Participation would be in accordance with the information set out in the policy table.
Awards may be made on or shortly after an appointment, subject to prohibited periods. Different
performance conditions may be set as appropriate.
Any new appointment would be eligible to participate in the all-employee share option arrangements on
the same terms as all other employees.
For internal promotions, existing awards would continue over their original vesting period and will remain
subject to their terms as at the date of grant.
84 Domino’s Pizza Group plc Annual Report & Accounts 2024
Remuneration element Policy
Additional incentives
on appointment
The Committee would assess whether it is necessary to buy out remuneration which would be forfeited
from a previous role on termination.
The Committee would, where possible, seek to offer a replacement award taking into account the structure,
quantum, time horizons and relevant performance conditions which would impact on the expected value of
the remuneration to be forfeited.
The Committee would use the existing remuneration plans where possible, although it may be necessary to
grant outside of these schemes using exemptions permitted under the Listing Rules.
External appointments
The Committee recognises that Executive Directors may be invited to become Non-executive Directors in other companies and that these
appointments can enhance their knowledge and experience to the benefit of the Company. Subject to pre-agreed conditions, and with prior
approval of the Board, each Executive Director is permitted to accept one appointment as a Non-executive Director in another listed company.
The Executive Director is permitted to retain any fees paid for such service.
Illustration of remuneration scenarios
The charts below illustrate the total remuneration for the Chief Executive Officer and Chief Financial Officer based on the policy under four
different scenarios – minimum, target, maximum and maximum with a 50% share price growth.
Chief Executive Officer
£5,000,000
£4,000,000
£3,000,000
£2,000,000
£1,000,000
£0
Fixed Pay Annual Bonus Long Term Incentives
Minimum Target Maximum
Maximum
with 50%
share price
growth
100%
36%
44%
54%
27%
33% 27%
37% 23% 19%
£831
£2,222
£3,613
£4,408
Remuneration (£’000s)
Chief Financial Officer
£2,000,000
£1,600,000
£1,200,000
£800,000
£400,000
£0
Remuneration (£’000s)
Fixed Pay Annual Bonus Long Term Incentives
Minimum Target Maximum
Maximum
with 50%
share price
growth
100%
34%
43%
53%
24%
31% 25%
42% 26% 22%
£426
£1,026
£1,626
£1,976
Assumptions:
Minimum – comprises fixed pay being the value of 2025 base salary (as at the beginning of the year), 2024 benefits (annualised for the CEO)
and a 3% pension allowance.
Target – minimum plus a bonus pay-out and LTIP vesting, both at 50% of the maximum.
Maximum – minimum plus max bonus and max LTIP.
Maximum with 50% share price growth – maximum with the normal annual LTIP element being 1.5 times max LTIP.
No account has been taken of any prospective dividend equivalents to be paid on vested share awards.
85Domino’s Pizza Group plc Annual Report & Accounts 2024
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DIRECTORS’ REMUNERATION REPORT continued
Implementation of remuneration policy
Role and membership
The Committee is responsible for the Chair’s
and the Executive Directors’ remuneration,
and also oversees the remuneration packages
of other Senior Executives. The remuneration
and terms of appointment of the
Non-executive Directors are determined by
the Board as a whole.
The Chair and the Chief Executive Officer are
consulted on proposals relating to the
remuneration of relevant Senior Executives
and, when appropriate, are invited by the
Remuneration Committee to attend meetings
but are not present when their own
remuneration is considered. Other
Non-executive Directors may also attend
meetings by invitation.
The Company Secretary acts as Secretary
to the Remuneration Committee.
The role of the Remuneration Committee is
set out in its Terms of Reference, which are
reviewed annually and can be found on the
Group’s website, https://investors.dominos.
co.uk. The Remuneration Committee
normally meets up to four times in each year
and additionally as circumstances dictate.
During the year, the members of the Remuneration Committee and their attendance at the meetings were:
Name Member since Attendance
Matt Shattock 16 March 2020 4 of 4
Ian Bull 19 April 2019 4 of 4
Natalia Barsegiyan 16 September 2020 4 of 4
Lynn Fordham 16 September 2020 4 of 4
External adviser
Advice on Executive remuneration and
share schemes is received from the executive
compensation practice of Alvarez &
Marsal (‘A&M’) who were appointed by
the Committee based on their experience
and expertise. A&M is a member of the
Remuneration Consultants’ Group and is a
signatory to its Code of Conduct, requiring
the advice it provides to be objective and
impartial. During the year, A&M did not
provide any other services to the Company
except in relation to senior management
remuneration matters and therefore the
Committee is comfortable that the advice
provided was independent. Fees charged by
A&M for advice provided to the Committee
during the year amounted to £148,649
excluding VAT) (2023: £288,000) charged
predominantly on a time and materials basis.
What has the Remuneration Committee
done during the year?
The Remuneration Committee met four times
during the year to consider and, where
appropriate, approve key remuneration items
including the following:
A) Management of individual remuneration
· reviewed and approved Executive
Directors’ and senior management base
salaries and benefits and a revised fee for
the Chair;
· reviewed year-end business performance
and performance-linked rewards in order
to determine annual bonus pay-outs and
vesting of long-term incentives;
· review the share ownership of the
Executive Directors against the targets
set in the Remuneration Policy;
· approved long-term incentive awards made
in 2024 under the 2022 LTIP and Savings-
related Share Option Scheme;
B) Governance of the remuneration
programme
· monitored guidance from institutional
shareholder bodies on Executive pay and
considered the application of the revised
UK Corporate Governance Code;
· reviewed and approved the Directors’
remuneration report;
· received presentations from management
on gender pay reporting;
· received presentations from management
on pay and benefits of the wider
workforce.
86 Domino’s Pizza Group plc Annual Report & Accounts 2024
Implementation of remuneration
policy for 2025
Base salary
With effect from 1 April 2025, the base
salary of the CEO will increase by 2.5% to
£795,000 per annum, and the base salary of
the CFO will increase by 3.9% to £400,000
per annum.
Benefits and pension
Benefits in kind provided for Executive
Directors are principally a company car
provision or an allowance in lieu of company
car, mobile telephone, life insurance cover
and private health cover for Executive
Directors and their families. Executive
Directors will receive cash in lieu of pension
allowance of 3% of base salary.
Annual Performance Bonus (‘APB’)
The maximum bonus opportunity for the
CEO and CFO for 2025 will be 150% and
125% of salary, respectively.
The APB provides a focus on the delivery
of the stretching targets that are set by the
Committee following consideration of the
Company’s annual operating plan by the
Board each year and there is a threshold
level of performance below which no award
is paid.
The performance conditions for the APB for
the 2025 financial year will be based both on
achieving and exceeding the Group’s
underlying PBT growth targets set by the
Board (65% of bonus for the CEO and CFO)
and on achieving individual business
objectives (35% of bonus for the CEO and
CFO) which support the business plan.
Included within the 35% of bonus attributed
to business objectives, 10% is allocated to
ESG/sustainability targets.
The underlying PBT measure is based on
internally set targets and pays out 20% at
threshold (95% of target) rising on a pro-rata
basis to 50% pay-out at target with full
payment only due if we achieve 105%
of target.
For 2025, strategic objectives will be set by
the Committee linked to the Company’s
strategic goals. Where appropriate, individual
objectives are also set on a sliding scale
based around a target.
The Committee considers that the
performance targets in relation to the APB
are commercially sensitive and therefore will
not be disclosed on a prospective basis, but
intends that the targets and outcomes are
disclosed in the Directors’ remuneration
report once they are no longer considered
sensitive, as has been its practice in
recent years.
Two-thirds of any bonus payments will be
made in cash, with the remaining third
deferred into Company shares which will
vest after three years, during which time
they remain subject to risk of forfeiture.
87Domino’s Pizza Group plc Annual Report & Accounts 2024
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DIRECTORS’ REMUNERATION REPORT continued
Long-Term Incentive Plan (‘LTIP’)
It is intended that the CEO and CFO will receive an LTIP award in 2025 with a face value of 200% and 175% of base salary, respectively.
Awards will vest after three years, subject to two independent performance metrics.
70%: EPS growth
The awards will be subject to an EPS growth target for the 2027 financial year. The Committee will set performance points for threshold, target
and stretch, with vesting of 10%, 50% and 100% at the relevant performance point. Straight-line vesting will be applied between performance
points.
30%: Relative TSR performance
The remaining 30% of the award will vest in accordance with the following vesting schedule based on the Company’s TSR performance against
the constituents of the FTSE 250 Index, excluding investment trusts, over three financial years.
Ranking of the Company’s TSR
Vesting (% of TSR part
of award)
Below median 0%
Median 15%
Upper quartile or higher 100%
Straight-line vesting in between the performance points above.
Non-executive Directors’ fees
Non-executive Directors’ fees are reviewed annually. The Chair’s fee is reviewed by the Committee and the Non-executive Directors’ fees are
reviewed by the Board. The following are the fee structures agreed for 2024 and 2025:
2024 2025
Chair £504,000 p.a. £504,000 p.a.
Non-executive Director base fee £72,000 p.a. £80,000 p.a.
Audit Committee Chair fee £20,000 p.a. £30,000 p.a.
Remuneration Committee Chair fee £20,000 p.a. £30,000 p.a.
Nomination & Governance Committee Chair fee £nil £nil
Sustainability Committee Chair fee £16,000 p.a. £20,000 p.a.
Senior Independent Director fee £20,000 p.a. £25,000 p.a.
Workforce nominated NED fee £13,000 p.a. £20,000 p.a.
Non-executive Directors’ fees reflect the level of experience and time commitment required for their roles.
Statement of shareholder voting
The voting results for the last vote on the Annual Report on Remuneration (at the 2024 AGM) and Directors’ remuneration policy
(at the General Meeting held on 30 June 2023 (‘2023 GM’) were as follows
Annual Report on
Remuneration (2024 AGM)
Remuneration policy
(2023 GM)
Ranking of the Company’s TSR
Total number
of votes % of votes cast
Total number
of votes % of votes cast
For 308,723,056 89.29% 246,079,757 76.70%
Against 37,016,711 10.71% 74,762,707 23.30%
Total votes cast (for and against) 345,739,767 100% 320,842,464 100%
Votes withheld
1
1,976,785 – 44,109,026 –
Total votes cast (including withheld votes) 347,716,552 – 364,951,490 –
1. A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes cast ‘For’ and ‘Against’ a resolution.
88 Domino’s Pizza Group plc Annual Report & Accounts 2024
Audited information
The information presented from this section up until the unaudited information heading on page 94 represents the audited section of
this report.
Single total remuneration figure for each Executive Director
52 weeks ended 29 December 2024 (and 53 weeks ended 31 December 2023)
£000 Salary
Benefits
3
and
supplements Bonus
LTIP
vesting
4
Pension Other
Total
remuneration
Total
fixed
Total
variable
Current
Andrew Rennie
1
2024 775 12 529 – 23 – 1,339 810 529
2023 325 5 243 – 10 195 778 535 243
Edward Jamieson 2024 380 14 212 174 11 791 405 386
2023 372 13 211 – 13 – 609 398 211
Former
Elias Diaz Sese
2
2024 – – – 193 – – 193 – 193
2023 484 8 524 – 16 – 1,032 508 524
1. Andrew Rennie joined the Company and the Board on 1 August 2023 and was appointed as CEO on 7 August 2023. The figures stated above in respect of 2023 reflect the remuneration
he received in respect of the period from 1 August 2023 to 31 December 2023 as well as the buyout award he received which replaced the option he forfeited on ceasing to be a Director
of DP Poland plc. The buyout award was a cash amount of £194,932 paid in November 2023. Full details of this award can be found on page 97 of the 2023 Annual Report.
2. Elias Diaz Sese was Interim Chief Executive Officer until 7 August 2023. Following that, he served as a Non-executive Director. The figures shown above in respect of 2023, reflect the
remuneration he received as Interim Chief Executive Officer including a payment of £10,298 in lieu of holiday pay. He received a lump sum payment of £443,049 on termination of his
Executive contract. Full details are shown on page 97 of the 2023 Annual Report.
3. The value of benefits relates primarily to the provision of a company car allowance and, if applicable, health cover.
4. As noted on page 92 the Committee has estimated the vesting outcome of LTIP awards made in October 2022. Of the initial award, the estimate vesting level is 24.03%, which would
deliver 62,815 ordinary shares (including a Dividend Equivalent award of 3,896 ordinary shares) to Elias Diaz Sese and deliver 52,691 ordinary shares (including a Dividend Equivalent
award of 3,268 ordinary shares) to Edward Jamieson. The value of the estimated vested shares from the 2022 LTIP, using the share price 29 December 2024 of 307.6 pence, is £193,219
(of which £51,508 relates to share price growth) for Elias Diaz Sese and £162,078 (of which £39,350 relates to share price growth) for Edward Jamieson. In addition, Edward Jamieson
received a Dividend Equivalent award equal to £12,283 in respect of shares received from a buy-out award granted on his appointment to the Board in October 2022.
Single total remuneration figure for each Non-executive Director
52 weeks ended 29 December 2024 (and 53 weeks ended 31 December 2023)
£000 Fees
Benefits and
supplements
Total
remuneration
Current
Matt Shattock 2024 504 – 504
2023 482 – 482
Natalia Barsegiyan 2024 92 – 92
2023 81 – 81
Ian Bull 2024 125 – 125
2023 87 – 87
Tracy Corrigan 2024 88 – 88
2023 69 – 69
Elias Diaz Sese
1
2024 72 – 72
2023 27 – 27
Lynn Fordham 2024 112 – 112
2023 87 – 87
Mitesh Patel
2
2024 42 – 42
2023 – – –
1. Elias Diaz Sese was appointed the Interim Chief Executive Officer on 10 October 2022. Prior to that, he served as a Non-executive Director and a member of the Remuneration Committee.
Since 8 August 2023, he has continued to serve on the Board as a Non-executive Director. The figures above reflect the remuneration he received as a Non-executive Director.
2. Mitesh Patel joined the Board on 1 June 2024.
Defined contribution pensions
Executive Directors receive pension contributions to a personal pension fund or in cash. In the year ended 29 December 2024, Andrew Rennie
and Edward Jamieson each received a pension allowance of 3% of salary which totalled £23,250, and £11,400 respectively.
89Domino’s Pizza Group plc Annual Report & Accounts 2024
financial statementsgovernanceStrategic report
Details of variable pay earned in the year
Annual bonus plan
Andrew Rennie (CEO) had a bonus opportunity of 150% and Edward Jamieson (CFO) had a bonus opportunity of 125% of salary.
The bonus was based 65% on financial metrics, with the remaining 35% based on individual strategic scorecards (25% of total opportunity)
and an Sustainability scorecard (10% of total opportunity).
Assessment of financial metrics
Performance hurdle
Targets set for year
(underlying PBT)
Actual performance
achieved
Resulting
bonus out-turn
Growth in underlying profit before tax of between 95% of target (20% pay-out)
and 105% or more (full pay-out). Graduated scale operates between
performance points.
Threshold: £102.315m
Target: £107.7m
Maximum: £113.085m
Adjusted underlying PBT
was £103.7m¹
27.72% of maximum
financial element
1. The adjusted profit before tax of £103.7 million used in the calculation of bonus awards is the underlying profit before tax of £107.3 million, less £3.6 million to reflect the estimated
impact from acquisitions and disposals occurring during the year which was not in the bonus target.
Assessment of non-financial targets
The CEO’s and CFO’s non-financial objectives for 2024 are summarised below:
Andrew Rennie
Criteria Weighting Key metrics/targets Performance commentary Year-end assessment
10-year plan 7.5% · Determine future organisation
strategy, governance and structure
of the Group for next 10 years.
Overall rating: Achieved in full.
Strategy, organisational structure and associated
governance arrangements agreed with the Board.
7.5%
Franchise 10% · Negotiate and agree a new
Memorandum of Understanding
which benefits both the Franchisee
Partners and the Group for long-term
growth and profitability.
Overall rating: Achieved in full.
Profit and growth framework agreed with the
Board and Franchise Partners and announced in
December 2024.
10%
Growth in current estate 7.5% · Drive growth in the existing Group
estate in the UK and Republic of
Ireland with a focus on Delivered
Order Count.
Overall rating: Not achieved. 0%
Total 25% 17.5%
Edward Jamieson
Criteria Weighting Key metrics/targets Performance commentary Year-end assessment
Financial discipline
& performance
11% · Lead on systemic changes to
the Group’s budgetary and
forecasting systems.
· Lead team to deliver any
necessary corrective actions.
· Ensure effective capital allocation.
Overall rating: Partially achieved.
Delivery of system changes substantially
complete during the year.
7%
Control & Risk 9% · Lead the establishment of an
effective ERM process to assess,
report and more effectively
manage the top risks confronting
the business.
· Deliver the Internal Controls
Roadmap by establishing a
population of potential material
controls, with ownership, ready
for rationalisation and a dry run
assurance programme in 2025.
· Complete ERP implementation
in 2024.
Overall rating: Partially achieved.
Effective ERM system embedded and a internal
controls roadmap delivered.
7%
People 5% · Develop Finance organisation to
improve capability and effectiveness.
Overall rating: Partially achieved.
Continued good progress on developing the team
capability.
2%
Total 25% 16%
DIRECTORS’ REMUNERATION REPORT continued
90 Domino’s Pizza Group plc Annual Report & Accounts 2024
Sustainability
The Executive directors had shared Sustainability objectives which accounted for 10% of the total 35% of bonus attached to non-financial
objectives. Details are set out below:
Criteria Weighting Key metrics/targets Performance commentary Year-end assessment
Sustainability 10% Overall rating: Fully achieved
· Develop a full plan (with milestones)
to deliver the 2031 emissions targets
Roadmap developed and presented to the
Sustainability Committee
4%
· Work with Top 3 suppliers to gain
commitment to reduce their Scope
1&2 emissions by 15% versus the
2021 baseline
Written commitment obtained from top three
suppliers
2%
· Increase sales of mains course menu
items under 600Kcals by 25%
· Increase product mix of menu items
under 600Kcals from 3% to 5%
Sales of main course menus items of under
600Kcals, increased by more than 25%.
The product mix target of 5% was achieved.
2%
· Agree the Plastics Improvement Plan
with the Top 5 Suppliers
Improvement plan developed and approved by
the Sustainability Committee
2%
Total 10%
Annual bonus plan – summary
£000
Financial
target bonus
Non-financial
objective bonus
Total
2024
Percentage of
maximum bonus
Andrew Rennie 209,429 319,688 529,117 45.52%
Edward Jamieson 86,700 125,125 211,825 44.02%
In line with the policy, two-thirds of the bonus will be payable in cash and one-third will be deferred into shares that will vest, subject to
continued employment, after three years.
LTIP awards vested during the year
Elias Diaz Sese and Edward Jamieson received LTIP awards in October 2022 as set out on page 109 of the 2022 Annual Report. As disclosed in
last year’s Directors’ remuneration report, 432,999 of the 678,191 shares subject to the award lapsed on Elias Diaz Sese ceasing to be Interim
CEO and hence the maximum number that could vest subject to performance was 245,192.
91Domino’s Pizza Group plc Annual Report & Accounts 2024
financial statementsgovernanceStrategic report
Subject to continued employment in the case of Edward Jamieson, these awards have for the purposes of the single figure table,
been determined to vest as follows:
70%: EPS performance
Metric Actual performance Threshold vesting Target vesting Stretch vesting
% of EPS
element vesting
% of total
award vesting
2024
underlying EPS
20.3p 22.13p (10% vesting) 22.70p (50% vesting) 26.11p (100%
vesting)
Nil Nil
30%: TSR performance
Metric Actual performance Threshold vesting Target vesting Stretch vesting
% of TSR
element vesting
% of total
award vesting
Ranking of
Company’s TSR to
10 October 2025
48th of 154
companies
Median (15% vesting) Upper quartile
(100% vesting)
Upper quartile
(100% vesting)
80.1% 24.03%
1. The Committee determined that it is appropriate to include estimated vesting for the TSR element based on TSR performance to 29 December 2024 on the basis that the performance
period was substantially completed at this date and that this ensures that the single figure for 2024 appropriately reflects the value of the 2022 LTIP awards. To the extent if any that
actual TSR performance results in a different level of vesting, the 2024 LTIP figure in the single figure table will be adjusted in the 2025 Directors’ remuneration report.
Normal LTIP awards granted during the year
Details of the normal performance-based grants made under the 2022 LTIP during the year to Andrew Rennie and Edward Jamieson are
summarised below:
Executive Date of grant Type of award
Basis of determining award
size (as a % of salary)
Total number
of shares subject
to awards
Face value
of award¹
Vesting %
at threshold
Andrew Rennie 8 April 2024 Performance based structured
as conditional share award
Face value of 200% 450,529 £1,550,000 10 -15%
Edward Jamieson 8 April 2024 Performance based structured
as conditional share award
Face value of 175% 195,834 £673,7501 10-15%
1. Based on the average of the mid-market price of the Company’s shares on the five business days prior to the grant date being 344.04p.
The conditional share awards are subject to the following performance conditions:
70%: EPS growth
EPS Targets (pence per share
for the 2026 financial year)
Vesting (% of EPS part
of award)
Threshold 24.47 10%
Target 25.76 50%
Stretch 28.98 100%
Straight-line vesting in between the performance points above.
30%: relative TSR performance
The remaining 30% of the award will vest in accordance with the following vesting schedule based on the Company’s TSR performance
against the constituents of the FTSE 250 Index over the three-year period starting 1 January 2024, excluding investment trusts, over three
financial years.
Ranking of the Company’s TSR
Vesting (% of TSR part
of award)
1
Below median 0%
Median 15%
Upper quartile or higher 100%
1. Straight-line vesting in between the performance points above.
In choosing underlying EPS and TSR as the metrics, the Committee has sought to provide a balance between incentivising delivery against
our key measure of success in delivering profitable growth (underlying EPS) and aligning the Executive Directors and senior management with
shareholders through a TSR measure.
DIRECTORS’ REMUNERATION REPORT continued
92 Domino’s Pizza Group plc Annual Report & Accounts 2024
DSBP awards granted during the year
Details of the DSBP grants relating to the bonus for the 2023 financial year made under the DSBP during the year to Elias Diaz Sese
and Edward Jamieson are summarised below:
Executive Date of grant Type of award
Basis of determining award size (as a
proportion of annual bonus)
Total number of shares
subject to awards Face value of award
Andrew Rennie 8 April 2024 Deferred share bonus
award structured as a nil
cost option
One-third of annual bonus 23,568 £81,084
1
Elias Diaz Sese 8 April 2024 Deferred share bonus
award structured as a nil
cost option
One-third of annual bonus 50,778 £174,698
1
Edward Jamieson 8 April 2024 Deferred share bonus
award structured as a nil
cost option
One-third of annual bonus 20,475 £ 70,443
1
1. Based on the average of the mid-market price of the Company’s shares on the five days prior to the grant date being 344.04p.
Vesting of LTIP (Conditional share) awards is subject to the achievement of performance conditions and the rules of the relevant plans.
Vesting of the premium priced options is subject to the achievement of the EPS underpin and the rules of the relevant plan. DSBP and
Sharesave awards vest subject to continued employment only.
Directors’ shareholdings
To reinforce the linkage between Senior Executives and shareholders, the Company has adopted a shareholding policy that applies to Executive
Directors under its long-term incentive arrangements. The Executive Directors are required to retain sufficient shares from the vesting of
awards to build up and retain a personal shareholding worth an equivalent of a minimum of 200% of base salary. It is expected that the required
shareholding will be built up over a maximum of five years. The Committee has discretion to waive the shareholding requirement in exceptional
circumstances. Once attained, a subsequent fall below the required level may be taken into account by the Committee when determining the
grant of future awards.
The Committee has decided that vested but unexercised LTIP awards and awards made under the DSBP shall count (assuming the sale of
sufficient shares to fund the employee’s tax and NI obligations) towards this target.
Executive
Legally owned shares
at 29 December 2024
(or earlier date
of cessation)
Legally owned shares at 31 December
2023 (or earlier date of cessation)
Shares subject to
performance conditions
(Conditional shares
and premium priced
options)
1,2
Share awards
not or no longer
subject to
performance
conditions
Market value of
shareholding as
a % of salary
3
Executive Directors
Andrew Rennie 15,000 15,000 3,825,632 23,568 10.91%
Edward Jamieson 90,383 68,197 1,349,620 30,817 85.26%
Non-executive Directors
Matt Shattock 500,000 500,000 – – n/a
Natalia Barsegiyan 20,000 20,000 – – n/a
Ian Bull 72,000 62,000 – – n/a
Tracy Corrigan – – – – n/a
Elias Diaz Sese 756,908 706,130 414,715 – n/a
Lynn Fordham 60,000 60,000 – – n/a
Mitesh Patel
4
– – – n/a
1. This includes the total number of shares subject to premium priced options (being 2,993,518 for Andrew Rennie and 704,925 for Edward Jamieson) in addition to the maximum number
of shares that can potentially be acquired under the normal LTIP awards.
2. Vesting of LTIP (Conditional share) awards is subject to the achievement of performance conditions (growth in EPS and relative TSR) over a three-year period and the rules of the relevant
plans. Vesting of the premium priced options is subject to the achievement of the EPS underpin over a three- to five-year period and the rules of the relevant plan. DSBP and Sharesave
awards vest over a three-year period subject to continued employment only.
3. Based on a share price of 307.6p prevailing at the end of the financial year and the number of shares in which the Director has a beneficial interest, and calculated on the annual salary.
Shares held in the Deferred Share Bonus Plan are accounted for net of tax and National Insurance contributions.
4. Mitesh Patel joined the Board on 1 June 2024.
93Domino’s Pizza Group plc Annual Report & Accounts 2024
financial statementsgovernanceStrategic report
Unaudited information
Dilution limits
The Company operates within best practice guidelines published by the Investment Association. These broadly provide that where new issue
shares are used to satisfy awards made under employee share schemes, the aggregate number of shares placed under award (disregarding any
awards which have lapsed) across all such schemes operated by the Company should not exceed 10% of the Company’s issued share capital in
any ten-year rolling period. The Company currently satisfies vesting share awards by using market purchased shares, and there is no current
intention to issue shares to satisfy future awards. The 2022 LTIP, which was approved by shareholders at the AGM on 5 May 2022 and
amended at a General Meeting held on 30 June 2023, provides that discretionary shares awards shall not exceed 5% of issued share capital over
a ten-year period.
CEO remuneration
Year ended Chief Executive Officer
Total remuneration
£000
Annual bonus
(% of max)
LTIP vesting
(% of max)
29 December 2024 Andrew Rennie 1,339 45.52% –
31 December 2023 Andrew Rennie 778 53.32% –
31 December 2023 Elias Diaz Sese 1,032 53.32% –
25 December 2022
1
Elias Diaz Sese 378 92.88% –
25 December 2022
2
Dominic Paul 782 0% –
26 December 2021 Dominic Paul 1,440 56.81% –
27 December 2020
3
Dominic Paul 1,081 73.4% –
27 December 2020
3
David Wild 450 80.1% 11.55%
29 December 2019 David Wild 694 0% –
30 December 2018 David Wild 699 0% 10.21%
31 December 2017 David Wild 1,394 50.91% 90.95%
25 December 2016
4
David Wild 4,482 81% 100%
27 December 2015 David Wild 1,243 87.5% –
1. Elias Diaz Sese was the interim Chief Executive Officer until 7 August 2023 when he was succeeded by Andrew Rennie.
2. Dominic Paul was the Chief Executive Officer until 10 October 2022 when he was succeeded by Elias Diaz Sese.
3. David Wild was the Chief Executive Officer for the first four months of 2020 and was succeeded by Dominic Paul on 1 May 2020.
4. The first LTIP awards granted to David Wild that become capable of vesting based on performance ending in FY16 were in 2014 and these have been included in the above table.
CEO pay ratio
In the UK & Ireland, we are the clear number-one pizza delivery business, delivering pizzas to customers through our stores, which are almost
entirely operated through our franchisee partners (90%). Our UK & Ireland workforce is made up of our 587 colleagues in our SCCs, where we
manufacture dough and act as a scale and expert wholesaler of other food and non-food supplies to our franchisees; our 401 colleagues in our
support office functions and 1,070 customer-facing colleagues in our corporate stores.
We apply the same reward principles for all – that overall remuneration should be competitive when compared to similar roles in other
companies from where we recruit. For customer-facing roles, we benchmark with other quick service retailers and the wider retail market, and
for colleagues in our SCCs and support office, we benchmark against the applicable market for that role. For our CEO, we benchmark against
other FTSE 250 companies, taking into account their size, business complexity, scope and relative performance.
Employee involvement in the Group’s performance is encouraged, with colleagues participating in discretionary bonus schemes relevant for
their role; a Save-As-You-Earn scheme is in operation for all UK-based employees with more than three months’ service and long-term
incentives are provided through the Group’s discretionary share schemes to selected Executives and managers.
DIRECTORS’ REMUNERATION REPORT continued
94 Domino’s Pizza Group plc Annual Report & Accounts 2024
Given our workforce profile, all three of the CEO pay ratio reference points compare our CEO’s remuneration with that of colleagues in either
store or SCC roles. Additionally, we know that year-to-year movements in the pay ratio will be driven largely by our CEO’s variable pay
outcomes. These movements will significantly outweigh any other changes in pay within the Company. Whatever the CEO pay ratio, we will
continue to invest in competitive pay for all colleagues. The Committee believes that the median pay ratio is consistent with the Group’s pay
philosophy and progression policies.
We have chosen to use Option C to calculate the CEO pay ratio. This utilises data required for the gender pay gap reporting, which has been
extended to include all UK colleagues in all our wholly owned stores; with colleagues at the three quartiles identified from this work and their
respective single figure values calculated as at 29 December 2024. This methodology was chosen given the complexity of obtaining information
from multiple payrolls and with the variation in working hours and pay and benefit rules. We have used additional pay data and calculation
methodologies to minimise the differences in pay definitions between the CEO single total remuneration figure and gender pay reporting data,
and agreed these with Alvarez & Marsal, who have been assisting with this work. To ensure the data accurately reflects individuals at the
relevant quartiles, we have checked the colleagues immediately above and below.
The total pay and benefits of UK colleagues at the 25th, 50th and 75th percentile and the ratios between the Chief Executive Officer and these
colleagues are as follows:
Year ended Chief Executive Officer
Total remuneration
£000
Annual bonus
(% of max)
LTIP vesting
(% of max)
2024 Option C 41:1 37:1 23:1
2023 Option C 75:1 55:1 33:1
2022 Option C 51:1 38:1 19:1
2021 Option C 80:1 44:1 26:1
2020 Option C 72:1 42:1 28:1
2019 Option C 43:1 23:1 15:1
25th percentile
pay ratio
50th percentile
pay ratio
75th percentile
pay ratio
Total pay and benefits (FTE) £33,035 £36,392 £57,856
Total salary (FTE) £29,729 £30,948 £50,000
95
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Total Shareholder Return
The graph below illustrates the Company’s TSR performance over the 10 financial years to 29 December 2024, plotted against the TSR
performance of the FTSE 250 Index (excluding investment trusts) over the same period.
TSR reflects movements in the share price, adjusted for capital events and assuming all dividends are re-invested on the ex-dividend date.
The FTSE 250 Index (excluding investment trusts) has been selected for this comparison because i) this is the index in which the Company’s
shares have been quoted since admission to the Official List and ii) it forms the comparator group for the TSR performance condition used
for the Group’s LTIP awards.
DIRECTORS’ REMUNERATION REPORT continued
Decembe
r
2024
December
2015
December
2016
December
2017
December
2018
December
2019
December
2020
December
2021
December
2022
December
2023
December
2014
Domino’s Pizza Group plc
FTSE 250 (excl. investment trusts)
300
250
150
50
Value (£) (rebased)
200
100
0
This graph shows the value, by 29 December 2024, of £100 invested in Domino’s Pizza Group plc on 28 December 2014, compared with the
value of £100 invested in the FTSE 250 (excl. investment trusts) Index on the same date. The other points plotted are the values at intervening
financial year ends. Both 28 December 2014 and 29 December 2024 were non-trading days, so the share price from the closest available date in
the period has been used.
96 Domino’s Pizza Group plc Annual Report & Accounts 2024
Percentage change in the remuneration of the Board Directors
2023/2024 2022/2023 2021/2022 2020/2021 2019/2020
Salary/
fees
Taxable
benefits
Annual
bonus
Salary/
fees
Taxable
benefits
Annual
bonus
Salary/
fees
Taxable
benefits
Annual
bonus
Salary/
fees
Taxable
benefits
Annual
bonus
Salary/
fees
Taxable
benefits
Annual
bonus
Executive Directors
Andrew Rennie
1
138.5% 133% 118% n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a
Elias Diaz Sese
2
n/a n/a n/a 229% 166% 133% n/a n/a n/a n/a n/a n/a n/a n/a n/a
Edward Jamieson
3
2.2% (3.8%) 0.5% 490% 333% 160% n/a n/a n/a n/a n/a n/a n/a n/a n/a
Non-executive Directors
Matt Shattock 4.6% n/a n/a 0% n/a n/a 0% n/a n/a 0% n/a n/a n/a n/a n/a
Natalia Barsegiyan 13.6% n/a n/a 5% n/a n/a 0% n/a n/a 1.5% n/a n/a n/a n/a n/a
Ian Bull
6
43.7% n/a n/a 8.8% n/a n/a 0% n/a n/a (24.2%) n/a n/a 45.8% n/a n/a
Tracy Corrigan
4
27.5% n/a n/a 68% n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a
Elias Diaz Sese
5
166.6% n/a n/a (49%) n/a n/a (18.5%) n/a n/a 0% n/a n/a 30% n/a n/a
Lynn Fordham
6
28.7% n/a n/a 8.8% n/a n/a 0% n/a n/a 1.5% n/a n/a n/a n/a n/a
Mitesh Patel
7
n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a
Group employees
average (6.01%) (21.83%) (13.59%) 8.3% 8.45% 35.9% 5.11% (3.64%) (16.97%) 5.9% (1.6%) 4.9% 6.1% 4.1% 119.7%
1. Andrew Rennie was appointed to the Board on 1 August 2023 and was appointed as Chief Executive Officer on 8 August 2023. The percentage increases in pay elements reported above
for 2023/2024, reflect the fact that he was in post for all of 2024. His base salary did not increase during the year.
2. Elias Diaz Sese was appointed the Interim Chief Executive Officer on 10 October 2022 and ceased to be Interim Chief Executive Officer on 7 August 2023. His 2023 percentage changes
are calculated using the 2023 remuneration received as Interim Chief Executive Officer to 7 August 2023, compared with his 2022 remuneration received as Interim Chief Executive
Officer from 10 October 2022.
3. Edward Jamieson joined the Board as Chief Financial Officer on 17 October 2022.
4. Tracy Corrigan was appointed to the Board on 5 May 2022.
5. Elias Diaz Sese was a NED until he was appointed the Interim Chief Executive Officer on 10 October 2022. He then became a NED again when he ceased to be Interim Chief
Executive Officer on 7 August 2023. His Director’s fee for 2023 was the amount of NED fee received from 7 August 2023 to 31 December 2023. His NED Fee in 2024 covered
the full financial year.
6. Fees for Ian Bull and Lynn Fordham in 2024 included one-off fees of £20,000 each for project-related support provided during the year. Ian Bull was appointed Workforce nominated
NED with effect from 1 January 2024.
7. Mitesh Patel was appointed to the Board on 1 June 2024.
The table above shows the percentage change in salary, benefits and annual bonus for each of the Board Directors who worked part or all of 2024. These are
compared with the equivalent year-on-year changes averaged across Group employees and expressed on a per capita basis. As the parent company does not have
any employees other than directors, it is not possible to provide a percentage change in their pay and therefore the comparison is to the Group as a whole.
97
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Relative importance of spend on pay
2024 2023 % change
Staff costs (£m) 80.4 76.9 4.6%
of which Directors’ pay (£m) 2.9 3.3 (12.1)%
Dividends and share buybacks* (£m) 68.3 135.2 (49.5)%
Underlying PBT** (£m) 107.3 101.7 5.5%
* Dividends and share buybacks are included on a cash basis.
** As shown on page 19.
Underlying PBT was chosen as a comparator as it reflects the profit generated by the Group’s continuing operations, virtually the whole of
which leads to cash generation. This therefore creates the opportunity for the Board to re-invest in the Group’s business, or make distributions
to shareholders, or both. It is the same comparator as used in prior years’ remuneration reports.
On behalf of the Board
Natalia Barsegiyan
Chair of the Remuneration Committee
10 March 2025
DIRECTORS’ REMUNERATION REPORT continued
98 Domino’s Pizza Group plc Annual Report & Accounts 2024
DIRECTORS’ REPORT
The Directors have pleasure in
presenting the statutory financial
statements for the Group for the
52 weeks ended 29 December 2024.
The Company has chosen in accordance
with section 414C(11) of the Companies
Act 2006 to include the disclosure of likely
future developments in the Strategic
report (on pages 1 to 47), which includes
the following:
· Chief Executive Officer’s review on
pages 6 to 9
· Purpose, vision and values on pages
2 and 3
· Business model on pages 12 and 13
· Strategy on pages 14 to 15
· Market context on pages 10 and 11
· Key performance indicators on pages
16 and 17
· Description of how we engage with our
stakeholders and workforce on pages
32 and 33
· Section 172 statement on pages 34 and 35
· Sustainability report (including streamlined
energy and carbon reporting) on pages
36 to 45
· Financial review on pages 18 to 23
· Risk management, principal risks and
uncertainties and viability statement on
pages 24 to 29
Together, this information is intended to
provide a fair, balanced and understandable
analysis of the development and performance
of the Group’s business during the year, and
its position at the end of the year, its strategy,
likely developments and any principal risks
and uncertainties associated with the
Group’s business.
The sections of the Annual Report dealing
with corporate governance, the reports of
the Nomination & Governance Committee,
Audit Committee, and Sustainability
Committee, and the Directors’ remuneration
report set out on pages 48 to 103 inclusive
are hereby incorporated by reference into
this Directors’ report.
For the purposes of compliance with
DTR 4.1.5R(2) and DTR 4.1.8R, the required
content of the management report can be
found in the Strategic report and Directors’
report including the sections of the
Annual Report and Accounts incorporated
by reference.
Group results
The Group’s statutory profit for the period
was £90.2m (2023: £115.0m). This is after a
taxation charge of £34.7m (2023: £27.3m).
The financial statements setting out the
results of the Group for the 52 weeks ended
29 December 2024 are shown on pages
104 to 176.
Dividends
The Directors recommend the payment of a
final dividend of 7.5p per Ordinary share, to
be paid on 7 May 2025 to members on the
register at the close of business on 4 April
2025 (ex-dividend date 3 April 2025), subject
to shareholder approval. The total dividend in
respect of the period will be 11.0p compared
with 10.5p for the previous year, an increase
of 4.8%.
Share capital
As at 29 December 2024, there were
394,712,748 Ordinary shares in issue.
All issued Ordinary shares are fully paid-up.
The Ordinary shares are listed on the
London Stock Exchange and can be held
in certificated or uncertificated form.
Holders of Ordinary shares are entitled
to attend and speak at general meetings
of the Company, to appoint one or more
proxies and, if they are corporations,
corporate representatives who are entitled
to attend general meetings and to exercise
voting rights.
On a show of hands at a general meeting of
the Company, every holder of Ordinary
shares present in person or by proxy and
entitled to vote shall have one vote, unless
the proxy is appointed by more than one
shareholder and has been instructed by one
or more shareholders to vote for the
resolution and by one or more shareholders
to vote against the resolution, in which case
the proxy has one vote for and one vote
against. This reflects the position in the
Shareholders’ Rights Regulations 2009 which
amended the Companies Act 2006. On a poll,
every member present in person or by proxy
and entitled to vote shall have one vote for
every Ordinary share held. None of the
Ordinary shares carry any special voting
rights with regard to control of the Company.
The Articles specify deadlines for exercising
voting rights and appointing a proxy or
proxies to vote in relation to resolutions to be
passed at the AGM. The relevant proxy votes
are counted and the number for, against or
withheld in relation to each resolution are
announced at the AGM and published on the
Company’s website after the meeting.
There are no restrictions on the transfer of
Ordinary shares in the Company other than
certain restrictions that may be imposed from
time to time by the Articles, law or regulation
and pursuant to the Listing Rules whereby
certain Directors, officers and employees
require approval to deal in Ordinary shares of
the Company. The Group is not aware of any
agreements between holders of securities
that may result in restrictions on the transfer
of Ordinary shares.
Shares held by employee share trusts
The Group has had an Employee Benefit
Trust (‘EBT’) for a number of years, the
Trustee of which is CSC Fiduciary Services
(Jersey) Limited. As at 29 December 2024,
the EBT held 3,260,974 shares, which are
used to satisfy awards under employee share
schemes. The voting rights in relation to
these shares are exercisable by the Trustee;
however, in accordance with best practice
guidance, the Trustee abstains from voting.
99Domino’s Pizza Group plc Annual Report & Accounts 2024
financial statementsgovernanceStrategic report
Dividend waivers
A dividend waiver is in force in relation to
shares in the Company held by the EBT
(see previous paragraph), which relates to
a total of 3,260,974 shares.
Purchase of own shares
At the 2024 AGM, a special resolution was
passed to authorise the Company to make
purchases on the London Stock Exchange
of up to 10% of its Ordinary shares for the
year under review. The Company may engage
in share buybacks to create value for
shareholders when cash flows permit and
there is no immediate alternative investment
use for the funds. Shareholders will be
requested to renew this authority at the
forthcoming AGM, to be held on
24 April 2025.
During the year, the Company made
purchases of 8,393,062 Ordinary shares
with a nominal value of £43,714.
Directors and their interests
The Directors in service at 29 December
2024 were Matt Shattock, Andrew Rennie,
Ian Bull, Elias Diaz Sese, Edward Jamieson,
Natalia Barsegiyan, Tracy Corrigan, Lynn
Fordham and Mitesh Patel. No other
directors served during the year.
The biographical details of the present
Directors are set out on pages 48 and 49
of this Annual Report.
The appointment and replacement of
Directors is governed by the Articles of the
Company, the UK Corporate Governance
Code, the Companies Act 2006 and related
legislation. Subject to the Articles of
Association, the Companies Act 2006 and
any directions given by special resolution, the
business of the Company is managed by the
Board, which may exercise all the powers of
the Company.
The interests of Directors and their
immediate families in the shares of the
Company, along with details of options and
awards held by Executive Directors, are
contained in the Directors’ remuneration
report set out on pages 72 to 98. Should any
Ordinary shares be required to satisfy awards
over shares, these may be provided by
the EBT.
There have not been any changes in the
interests of the Directors, including share
options and awards, in the share capital of
the Company between the year-end and
10 March 2025. None of the Directors
have a beneficial interest in the shares of
any subsidiary.
In line with the Companies Act 2006, the
Board has clear procedures for Directors
to formally disclose any actual or potential
conflicts to the whole Board for authorisation
as necessary. All new conflicts are required to
be disclosed as and when they arise.
DIRECTORS’ REPORT continued
Substantial shareholdings
As at 10 March 2025, the Company had been notified, in accordance with the FCA’s Disclosure, Guidance and Transparency Rules
(DTR 5.3.1R(1)), of the following holdings of voting rights attaching to the Company’s shares:
1
Number of shares
% of total voting
rights as at
29 December
2024
% of total voting
rights as at
10 March 2025
The Capital Group Companies, Inc 56,966,241 14.43% 14.43%
Browning West LP 36,000,990 9.12% 9.12%
Liontrust Investment Partners LLP 29,286,997 7.42% 7.42%
Abrams Capital Management LP 21,067,912 5.34% 5.34%
Abdiel Capital Advisors 21,001,259 5.32% 5.32%
1. % of total voting rights have been calculated using the current issued share capital of 394,712,748 at 29 December 2024 and 394,712,748 at 10 March 2025.
100 Domino’s Pizza Group plc Annual Report & Accounts 2024
There is an annual review of conflicts
disclosed and authorisations given.
The register of Directors’ conflicts is
maintained by the Company Secretary.
Directors’ indemnities
The Directors have the benefit of an
indemnity provision contained in the
Articles of Association and a Deed of
Indemnity entered into on 5 May 2022
(the ‘Indemnities’). The Indemnities are
qualifying third-party Indemnities (as defined
by section 234 of the Companies Act 2006),
and were in force during the year ended
29 December 2024 and remain in force and
relate to certain losses and liabilities which
the Directors may incur to third parties in the
course of acting as Directors or employees
of the Company.
The Group maintained a Directors’ and
Officers’ liability insurance policy throughout
the financial year, although no cover exists
in the event that Directors or officers are
found to have acted fraudulently or
dishonestly. No indemnity is provided for
the Group’s Auditors.
Employees
The Group employed 2,058 people as
at 29 December 2024 (2023: 1,630).
Employment policies
The Group is committed to the principle
of equal opportunity in employment.
The Group recruits and selects applicants
for employment based solely on a person’s
qualifications and suitability for the position,
whilst bearing in mind equality and diversity.
It is the Group’s policy to recruit the most
capable person available for each position.
The Group recognises the need to treat all
employees honestly and fairly.
The Group is committed to ensuring that its
employees feel respected and valued and are
able to fulfil their potential, and recognises
that the success of the business relies on
their skill and dedication.
The Group gives full and fair consideration to
applications for employment from disabled
persons, with regard to their particular
aptitudes and abilities. Efforts are made to
continue the employment of those who
become disabled during their employment.
For more information on the Company’s
employment practices, please see page 32.
Anti-bribery and corruption matters
Anti-bribery and corruption
Our Anti-Bribery and Corruption Policy is
shared with all new suppliers and those
undergoing a contract review. If any supplier
were to act in contravention of the standards
of this policy, their contracts with Domino’s
could be terminated immediately. We also
have a separate Due Diligence Policy within
the Anti-Bribery and Corruption Policy that
we use to assess the potential risk of bribery
in a new supplier, and the level of due
diligence required as a result. We have
mandatory training on compliance with our
Anti-Bribery and Corruption Policy.
Speak Up
Our Speak Up Policy encourages colleagues
and third parties to report any genuine
concerns regarding ethical misconduct
and malpractice. It also emphasises the
Company’s zero-tolerance approach to
detrimental treatment against anyone who
does raise concerns. We remain committed
to conducting business in an environment of
openness and transparency with integrity
engrained in everything we do. No reports
relevant to the Speak Up Policy were
received in 2024.
We continue to provide access to an
independent, confidential reporting system
available 24 hours, 7 days a week to ensure
that any matters of ethical concern receive
an independent investigation and appropriate
follow-up action.
General information
Annual General Meeting
The notice convening the AGM is contained
in a separate shareholder circular. The 2025
AGM is scheduled to be held at 10am
on 24 April 2025 at Deutsche Numis,
45 Gresham Street, London EC2V 7BF.
Full details of the meeting venue will be
included in the 2025 AGM circular and will
be available on our website https://investors.
dominos.co.uk. Any updates to the position
will be communicated via a regulatory
news service and published on the
Company’s website.
Full details of all resolutions to be proposed
are provided in that document. The Directors
consider that all of the resolutions set out in
the Notice of AGM are in the best interests
of the Company and its shareholders as a
whole. The Directors will be voting in favour
of them and unanimously recommend that
shareholders vote in favour of each of them.
101Domino’s Pizza Group plc Annual Report & Accounts 2024
financial statementsgovernanceStrategic report
DIRECTORS’ REPORT continued
Significant agreements and change of
control provisions
The Group judges that the only significant
agreements in relation to its business are the
UK & Ireland Master Franchise Agreement,
the Know How Licence pursuant to which
certain of the Group’s companies are granted
the right to franchise stores and operate
commissaries in the territories by Domino’s
Pizza International Franchising Inc (‘DPI’).
The Group does not have agreements
with any Director or employee that would
provide compensation for loss of office or
employment resulting from a takeover except
that provisions of the Group’s employee
share schemes may cause options and awards
granted to employees, including Directors,
to vest on a change of control. The Group’s
banking arrangements do contain change
of control provisions which, if triggered,
could limit future utilisations, require the
repayment of existing utilisations or lead
to a renegotiation of terms.
Articles of Association
The Company’s Articles of Association may
only be amended by a special resolution
of the shareholders in a general meeting.
A special resolution will be proposed at the
AGM on 24 April 2025 to adopt new Articles
of Association.
Political donations
The Company made no political donations
in the year (2023: £nil).
Key performance indicators (‘KPIs’)
Details of the Group’s KPIs can be found
on pages 16 and 17.
Auditors
PwC has signified its willingness to continue
in office as Auditors to the Company. The
Group is satisfied that PwC is independent
and there are adequate safeguards in place to
protect its objectivity. A resolution to
reappoint PwC as the Company’s Auditors
will be proposed at the 2025 AGM.
Directors’ statement of disclosure of
information to Auditors
Having made the requisite enquiries, the
Directors in office at the date of this Annual
Report and Accounts have each confirmed
that, so far as they are aware, there is no
relevant audit information of which the
Group’s Auditors is unaware and each
Director has taken all the steps they ought to
have taken as a Director to make themselves
aware of any relevant audit information and
to establish that the Group’s Auditors is
aware of that information.
Going concern
The Company’s business activities, together
with the factors likely to affect its future
development, performance and position,
are set out in the Strategic report on
pages 1 to 47. The financial position of the
Company, its cash flows, liquidity position
and borrowing facilities are described in the
financial review on pages 104 to 176.
In addition, notes 24 and 25 to the Group
financial statements include the Company’s
objectives, policies and processes for
managing its capital, its financial risk
management objectives, details of its
financial instruments and hedging
activities, and its exposures to credit risk
and liquidity risk.
The Directors have a reasonable expectation
that the Company has adequate resources
to continue in operational existence for
the foreseeable future and have therefore
continued to adopt the going concern basis in
preparing the financial statements. Details of
this assessment can be found in note 2 of the
financial statements.
Cautionary statement
This Annual Report and Accounts contains
forward-looking statements. These forward-
looking statements are not guarantees of
future performance; rather, they are based on
current views and assumptions as at the date
of this Annual Report and Accounts and are
made by the Directors in good faith based on
the information available to them at the time
of their approval of this report.
These statements should be treated with
caution due to the inherent risks and
uncertainties underlying any such forward-
looking information. The Group undertakes
no obligation to update these forward-
looking statements.
By order of the Board
Adrian Bushnell
Company Secretary
10 March 2025
102 Domino’s Pizza Group plc Annual Report & Accounts 2024
Statement of Directors’
responsibilities in respect
of the financial statements
The Directors are responsible for preparing
the Annual Report and Accounts and the
financial statements in accordance with
applicable law and regulation.
Company law requires the Directors to
prepare financial statements for each
financial year. Under that law, the Directors
have prepared the Group financial
statements in accordance with UK-adopted
international accounting standards and the
Company financial statements in accordance
with United Kingdom Generally Accepted
Accounting Practice (United Kingdom
Accounting Standards, comprising FRS 101
‘Reduced Disclosure Framework’,
and applicable law).
Under company law, Directors must not
approve the financial statements unless
they are satisfied that they give a true and
fair view of the state of affairs of the Group
and Company and of the profit or loss of
the Group for that period. In preparing the
financial statements, the Directors are
required to:
· select suitable accounting policies and
then apply them consistently;
· state whether applicable UK-adopted
international accounting standards have
been followed for the Group financial
statements and United Kingdom
Accounting Standards, comprising FRS
101, have been followed for the Company
financial statements, subject to any
material departures disclosed and
explained in the financial statements;
· make judgements and accounting
estimates that are reasonable and prudent;
and
· prepare the financial statements on
the going concern basis unless it is
inappropriate to presume that the Group
and Company will continue in business.
The Directors are responsible for
safeguarding the assets of the Group and
Company, and hence for taking reasonable
steps for the prevention and detection
of fraud and other irregularities.
The Directors are also responsible for
keeping adequate accounting records
that are sufficient to show and explain the
Group’s and Company’s transactions, and
disclose with reasonable accuracy at any
time the financial position of the Group and
Company, and enable them to ensure that
the financial statements and the Directors’
remuneration report comply with the
Companies Act 2006.
The Directors are responsible for the
maintenance and integrity of the Company’s
website. Legislation in the United Kingdom
governing the preparation and dissemination
of financial statements may differ from
legislation in other jurisdictions.
Directors’ confirmations
The Directors consider that 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 and
Company’s position and performance,
business model and strategy.
Each of the Directors, whose names and
functions are listed on pages 48 to 49
confirm that, to the best of their knowledge:
· the Group financial statements, which
have been prepared in accordance with
UK-adopted international accounting
standards, give a true and fair view of the
assets, liabilities, financial position and
profit of the Group;
· the Company financial statements, which
have been prepared in accordance with
United Kingdom Accounting Standards,
comprising FRS 101, give a true and fair
view of the assets, liabilities and financial
position of the Company; and
· the Strategic report includes a fair review
of the development and performance of
the business and the position of the Group
and Company, together with a description
of the principal risks and uncertainties that
it faces.
In the case of each Director in office at the
date the Directors’ Report is approved:
· so far as the Director is aware, there is
no relevant audit information of which
the Group’s and Company’s auditors are
unaware; and
· they have taken all the steps that they
ought to have taken as a Director in order
to make themselves aware of any relevant
audit information and to establish that the
Group’s and Company’s auditors are aware
of that information.
Signed on behalf of the Board
Chief Executive Officer
10 March 2025
STATEMENT OF DIRECTORS’ RESPONSIBILITIES
103Domino’s Pizza Group plc Annual Report & Accounts 2024
financial statementsgovernanceStrategic report
Report on the audit of the
financial statements
Opinion
In our opinion:
· Domino’s Pizza Group plc’s group financial
statements and company financial
statements (the “financial statements”)
give a true and fair view of the state of the
group’s and of the company’s affairs as
at 29 December 2024 and of the group’s
profit and the group’s cash flows for the
52 week period then ended;
· the group financial statements have been
properly prepared in accordance with
UK-adopted international accounting
standards as applied in accordance with
the provisions of the Companies Act 2006;
· the company financial statements have
been properly prepared in accordance with
United Kingdom Generally Accepted
Accounting Practice (United Kingdom
Accounting Standards, including FRS 101
“Reduced Disclosure Framework”, and
applicable law); and
· the financial statements have been
prepared in accordance with the
requirements of the Companies Act 2006.
We have audited the financial statements,
included within the Annual Report and
Accounts (the “Annual Report”), which
comprise: the Group and Company balance
sheets as at 29 December 2024; the Group
income statement, the Group statement of
comprehensive income, the Group cash flow
statement and the Group and Company
statements of changes in equity for the
period then ended; and the notes to the
financial statements, comprising material
accounting policy information and other
explanatory information.
Our opinion is consistent with our reporting
to the Audit Committee.
Basis for opinion
We conducted our audit in accordance with
International Standards on Auditing (UK)
(“ISAs (UK)”) and applicable law. Our
responsibilities under ISAs (UK) are further
described in the Auditors’ responsibilities for
the audit of the financial statements section
of our report. We believe that the audit
evidence we have obtained is sufficient and
appropriate to provide a basis for our opinion.
Independence
We remained independent of the group in
accordance with the ethical requirements
that are relevant to our audit of the financial
statements in the UK, which includes the
FRC’s Ethical Standard, as applicable to listed
public interest entities, and we have fulfilled
our other ethical responsibilities in
accordance with these requirements.
To the best of our knowledge and belief,
we declare that non-audit services
prohibited by the FRC’s Ethical Standard
were not provided.
Other than those disclosed in note 5,
we have provided no non-audit services to
the company or its controlled undertakings
in the period under audit.
Our audit approach
Overview
Audit scope
· Audit of the complete financial information
of two components, and specified
procedures over 15 components that form
the operations of the Group. This work was
conducted by the PwC Group team.
· In addition to the work performed over the
components outlined above, the PwC
Group team also performed audit
procedures for transactions and balances
that arose as part of the Group’s
consolidation process. This included audit
of the business combination of Shorecal,
disposal of the UK corporate stores, the
investments in joint ventures and
associates, the impairment review of
goodwill and intangible assets, IFRS 16
accounting, taxation and the Group’s
elimination and consolidation entries.
· Audit coverage from full scope audits
obtained over 75% of Group revenue.
Key audit matters
· Valuation of the reacquired right
intangible asset arising in the Shorecal
acquisition (group)
· Risk of impairment of intercompany
receivables (company)
Materiality
· Overall group materiality: £5.4m
(2023: £5.1m) based on 5% of underlying
profit before tax.
· Overall company materiality: £8.8m
(2023: £9.2m) based on 1% of total assets.
· Performance materiality: £4.1m
(2023: £3.8m) (group) and £6.6m
(2023: £6.9m) (company).
The scope of our audit
As part of designing our audit, we determined
materiality and assessed the risks of material
misstatement in the financial statements.
Key audit matters
Key audit matters are those matters that, in
the auditors’ professional judgement, were of
most significance in the audit of the financial
statements of the current period and include
the most significant assessed risks of material
misstatement (whether or not due to fraud)
identified by the auditors, including those
which had the greatest effect on: the overall
audit strategy; the allocation of resources in
the audit; and directing the efforts of the
engagement team. These matters, and any
comments we make on the results of our
procedures thereon, were addressed in the
context of our audit of the financial
statements as a whole, and in forming our
opinion thereon, and we do not provide a
separate opinion on these matters.
This is not a complete list of all risks
identified by our audit.
Valuation of the reacquired right intangible
asset arising in the Shorecal acquisition is a
new key audit matter this year. The risk of
impairment of goodwill of the UK corporate
stores CGU, which was a key audit matter last
year, is no longer included because of the UK
corporate stores disposal in the current year.
Otherwise, the key audit matters below are
consistent with last year.
INDEPENDENT AUDITORS’ REPORT TO
THE MEMBERS OF DOMINO’S PIZZA GROUP PLC
104 Domino’s Pizza Group plc Annual Report & Accounts 2024
Key audit matter How our audit addressed the key audit matter
Valuation of the reacquired right intangible asset arising in the Shorecal acquisition (group)
Refer to the Accounting
policies set out in note 2
and note 28 of the Group
financial statements.
An intangible asset relating
to reacquired rights was
recognised on acquisition of
the Group’s remaining interest
in Shorecal in April 2024.
Management engaged an
external expert to value the
reacquired rights using the
multiple period excess earnings
method over the average
remaining contractual term
of 5 years of the franchise
agreements. This method
estimates the value derived
from the reacquired Standard
Franchise Agreements (‘SFAs’)
by calculating the net present
value of forecast post-tax
cash flows generated.
We focused on this area, as the
estimation of future discounted
cash flows are inherently
subjective and involve
judgement. As a result, this
assessment is also susceptible
to management bias.
In order to address the identified risk;
· We engaged our internal valuation experts to assess the appropriateness of the valuation methodology,
contributory asset charges and discount rate used by management’s experts.
· We assessed the reasonableness of cash flow forecast information, specifically revenue and EBITDA
margins, by comparing projected growth to growth achieved historically;
· We challenged management on the completeness and accuracy of the Purchase Price Allocation exercise
performed by their external experts;
· We assessed the reasonableness of the average Useful Economic Life assigned of 5 years; agreeing the
inputs used in management’s calculation back to a sample of Standard Franchise Agreements; and
· We reviewed the financial statement disclosures regarding the reacquired rights to ensure they were
complete and in accordance with the applicable financial reporting framework, providing transparency
about the assumptions and judgments made.
We found no exceptions as a result of our audit procedures and the value of reacquired rights recognised
as at the acquisition date are considered materially reasonable.
105Domino’s Pizza Group plc Annual Report & Accounts 2024
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Key audit matter How our audit addressed the key audit matter
Risk of impairment of intercompany receivables (company)
Refer to notes 1 and 4 of the
Company financial statements.
Amounts owed by Group
undertakings remains the
largest single balance in the
Company’s accounts and so has
been the principal focus of our
audit effort in the current year.
Any potential expected credit
loss on the loan receivable
could be material to the
Company. This assessment is
based on estimated future cash
flows which are uncertain and
are susceptible to management
bias.
In order to address the identified risk;
We audited the recoverability of the balance under IFRS 9 impairment requirements for inter-company
loans; as part of this;
· We obtained management’s expected credit loss assessment which considers the market value of the
Group and the forecast cash flows (based on the Board approved plan);
· We compared the cash flows in the paper to those audited as part of the going concern and viability
assessment and confirmed they were aligned;
· We considered the recovery strategy indicated in management’s paper confirming that the Company
would fully recover the outstanding balance of the loan. We have considered the strategies available
to the Company to receive payment and agree there is no impairment loss to recognise;
· We assessed the adequacy of the disclosures made in the financial statements.
We found no exceptions as a result of our testing and the balances recognised are considered
materially appropriate.
How we tailored the audit scope
We tailored the scope of our audit to ensure
that we performed enough work to be able to
give an opinion on the financial statements as
a whole, taking into account the structure of
the group and the company, the accounting
processes and controls, and the industry in
which they operate.
The Group is structured according to the
legal entity structure which is broadly
reflective of the nature of business activity,
for example franchisor activities, corporate
stores, property and centralised functions.
In establishing the overall approach to the
Group audit, we determined the type of
work that needed to be performed for each
reporting component. We determined that
there was one financially significant
component: Domino’s Pizza UK & Ireland
Limited. Accordingly, we determined that this
component, as well as Domino’s Pizza Group
plc parent company, required a full audit of
their complete financial information in order
to ensure that sufficient appropriate audit
evidence was obtained. We also identified
certain large or material balances in other
components where audit procedures were
performed. These included: revenues
recorded in Sheermans Limited, and Shorecal,
revenues and expenses relating to the
National Advertising Fund and other balance
sheet line items in DPG Holdings Limited, DP
Pizza Limited, DP Realty Limited and National
Advertising Fund. The Group consolidation,
financial statement disclosures and a number
of centralised functions were audited by the
Group audit team. These included, but were
not limited to, central procedures over
corporate taxation, IFRS 16 accounting,
acquisition accounting, investment disposals,
goodwill and intangible asset impairment
assessments. We also performed Group level
analytical procedures on all of the remaining
out of scope reporting components not
designated as inconsequential to identify
whether any further audit evidence was
needed, which resulted in no extra testing.
All audit work was performed by the Group
audit team. Our audit work resulted in
coverage of 90% over Group revenues.
106 Domino’s Pizza Group plc Annual Report & Accounts 2024
INDEPENDENT AUDITORS’ REPORT TO
THE MEMBERS OF DOMINO’S PIZZA GROUP PLC continued
The impact of climate risk on our audit
Climate change risk is expected to have an
impact on the food industry. As explained in
the Sustainability section of the Strategic
report, the Group is mindful of its impact on
the environment and focussed on ways to
reduce climate related impacts as they
continue to develop their plans towards their
Net Zero pathway to 2050. In planning and
executing our audit we considered the
Group’s climate risk assessment process.
The key financial statement line items and
estimates which are more likely to be
materially impacted by climate risks are those
associated with future cash flows, given the
more notable impacts of climate change on
the business are expected to arise in the
medium to long term. The Board monitors
the impact of climate change risk and
opportunities on the Group’s strategy and
business model. It considers the impact over
the short term (1-3 years), medium term (4–10
years) and long term (10 years plus). This
includes the impairment assessment of
goodwill for Shorecal. The Group has
committed to two Science-Based Target
initiative (SBTi) validated climate-based
targets in the current year; to reduce
greenhouse gas emissions from direct
operations by 42% by 2031 and greenhouse
gas emissions from franchise stores and
suppliers by 25% by 2031. The Group
continues to undertake scenario analysis in
the current period under three different
possible climate scenarios, being temperature
rises above pre-industrial levels of 1.5°C, 2°C
and 3°C. We discussed with management and
the Audit Committee that the estimated
financial impacts of climate change will need
to be frequently reassessed. The current
scenario analysis is largely qualitative in
nature and our expectation is that the climate
change disclosures will continue to evolve as
a greater understanding of the actual and
potential financial impacts on the Group’s
future operations are obtained. Our
procedures did not identify any material
impact as a result of climate risk on the
Group’s and Company’s financial statements.
Materiality
The scope of our audit was influenced by our application of materiality. We set certain
quantitative thresholds for materiality. These, together with qualitative considerations,
helped us to determine the scope of our audit and the nature, timing and extent of our audit
procedures on the individual financial statement line items and disclosures and in evaluating
the effect of misstatements, both individually and in aggregate on the financial statements
as a whole.
Based on our professional judgement, we determined materiality for the financial statements
as a whole as follows:
Financial statements – group Financial statements – company
Overall materiality £5.4m (2023: £5.1m). £8.8m (2023: £9.2m).
How we determined it Based on 5% of underlying profit
before tax
Based on 1% of total assets
Rationale for benchmark
applied
Underlying profit before tax is a key
measure used by stakeholders in
assessing the performance of the
Group, and is a generally accepted
auditing benchmark.
Total assets is an appropriate
benchmark for a non-trading
Company.
For each component in the scope of our
group audit, we allocated a materiality that is
less than our overall group materiality. The
range of materiality allocated across
components was between £0.4m and £4.7m.
Certain components were audited to a local
statutory audit materiality that was also less
than our overall group materiality.
We use performance materiality to reduce to
an appropriately low level the probability that
the aggregate of uncorrected and undetected
misstatements exceeds overall materiality.
Specifically, we use performance materiality
in determining the scope of our audit and the
nature and extent of our testing of account
balances, classes of transactions and
disclosures, for example in determining sample
sizes. Our performance materiality was 75%
(2023: 75%) of overall materiality, amounting
to £4.1m (2023: £3.8m) for the group financial
statements and £6.6m (2023: £6.9m) for the
company financial statements.
In determining the performance materiality,
we considered a number of factors - the
history of misstatements, risk assessment
and aggregation risk and the effectiveness
of controls – and concluded that an amount
at the upper end of our normal range
was appropriate.
We agreed with the Audit Committee that
we would report to them misstatements
identified during our audit above £0.27m
(group audit) (2023: £0.25m) and £0.44m
(company audit) (2023: £0.46m) as well as
misstatements below those amounts that,
in our view, warranted reporting for
qualitative reasons.
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Conclusions relating to going concern
Our evaluation of the directors’ assessment
of the group’s and the company’s ability to
continue to adopt the going concern basis of
accounting included:
· We obtained management’s paper that
supports the Board’s assessment and
conclusions with respect to the disclosures
provided around going concern;
· We discussed with management the
assumptions applied in the going concern
assessment so we could understand
and challenge the rationale for those
assumptions, using our knowledge
of the business;
· We reviewed post year end trading results
to February 2025, and compared to
management’s budget, and considered
the impact of these actual results on the
future forecasts;
· We reviewed management’s sensitivity
scenarios including their severe but
plausible downside. This includes potential
mitigating actions available to the Group
that are achievable and within
management’s control. We have assessed
additional downside sensitivities and
considered the impact on covenants and
liquidity headroom;
· We confirmed the levels of liquidity
available to the Group and assessed this
under the different scenarios and the
associated covenant tests applicable; and
· We have assessed the disclosures and
consider them appropriate.
Based on the work we have performed, we
have not identified any material uncertainties
relating to events or conditions that,
individually or collectively, may cast
significant doubt on the group’s and the
company’s ability to continue as a going
concern for a period of at least twelve
months from when the financial statements
are authorised for issue.
In auditing the financial statements, we have
concluded that the directors’ use of the going
concern basis of accounting in the preparation
of the financial statements is appropriate.
However, because not all future events or
conditions can be predicted, this conclusion
is not a guarantee as to the group’s
and the company’s ability to continue
as a going concern.
In relation to the directors’ reporting on
how they have applied the UK Corporate
Governance Code, we have nothing material
to add or draw attention to in relation to
the directors’ statement in the financial
statements about whether the directors
considered 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.
Reporting on other information
The other information comprises all of the
information in the Annual Report other than
the financial statements and our auditors’
report thereon. The directors are responsible
for the other information. Our opinion on the
financial statements does not cover the other
information and, accordingly, we do not
express an audit opinion or, except to the
extent otherwise explicitly stated in this
report, any form of assurance thereon.
In connection with our audit of the financial
statements, our responsibility is to read the
other information and, in doing so, consider
whether the other information is materially
inconsistent with the financial statements or
our knowledge obtained in the audit, or
otherwise appears to be materially misstated.
If we identify an apparent material
inconsistency or material misstatement,
we are required to perform procedures to
conclude whether there is a material
misstatement of the financial statements
or a material misstatement of the other
information. If, based on the work we have
performed, we conclude that there is a
material misstatement of this other
information, we are required to report
that fact. We have nothing to report based
on these responsibilities.
With respect to the Strategic report and
Directors’ report, we also considered
whether the disclosures required by the UK
Companies Act 2006 have been included.
Based on our work undertaken in the course
of the audit, the Companies Act 2006
requires us also to report certain opinions
and matters as described below.
Strategic report and Directors’ report
In our opinion, based on the work undertaken
in the course of the audit, the information
given in the Strategic report and Directors’
report for the period ended 29 December
2024 is consistent with the financial
statements and has been prepared in
accordance with applicable legal
requirements.
In light of the knowledge and understanding
of the group and company and their
environment obtained in the course of the
audit, we did not identify any material
misstatements in the Strategic report and
Directors’ report.
Directors’ Remuneration
In our opinion, the part of the Directors’
remuneration report to be audited has been
properly prepared in accordance with the
Companies Act 2006.
Corporate governance statement
The Listing Rules require us to review the
directors’ statements in relation to going
concern, longer-term viability and that part of
the corporate governance statement relating
to the company’s compliance with the
provisions of the UK Corporate Governance
Code specified for our review. Our additional
responsibilities with respect to the corporate
governance statement as other information
are described in the Reporting on other
information section of this report.
Based on the work undertaken as part of
our audit, we have concluded that each
of the following elements of the corporate
governance statement is materially
consistent with the financial statements
and our knowledge obtained during the
audit, and we have nothing material to add
or draw attention to in relation to:
108 Domino’s Pizza Group plc Annual Report & Accounts 2024
INDEPENDENT AUDITORS’ REPORT TO
THE MEMBERS OF DOMINO’S PIZZA GROUP PLC continued
· The directors’ confirmation that they have
carried out a robust assessment of the
emerging and principal risks;
· The disclosures in the Annual Report
that describe those principal risks, what
procedures are in place to identify
emerging risks and an explanation of how
these are being managed or mitigated;
· The directors’ statement in the financial
statements about whether they considered
it appropriate to adopt the going concern
basis of accounting in preparing them, and
their identification of any material
uncertainties to the group’s and company’s
ability to continue to do so over a period of
at least twelve months from the date of
approval of the financial statements;
· The directors’ explanation as to their
assessment of the group’s and company’s
prospects, the period this assessment
covers and why the period is appropriate;
and
· The directors’ statement as to whether
they have a reasonable expectation that
the company will be able to continue in
operation and meet its liabilities as they fall
due over the period of its assessment,
including any related disclosures drawing
attention to any necessary qualifications
or assumptions.
Our review of the directors’ statement
regarding the longer-term viability of the
group and company was substantially less in
scope than an audit and only consisted of
making inquiries and considering the
directors’ process supporting their statement;
checking that the statement is in alignment
with the relevant provisions of the UK
Corporate Governance Code; and considering
whether the statement is consistent with the
financial statements and our knowledge and
understanding of the group and company and
their environment obtained in the course of
the audit.
In addition, based on the work undertaken as
part of our audit, we have concluded that
each of the following elements of the
corporate governance statement is materially
consistent with the financial statements and
our knowledge obtained during the audit:
· The directors’ statement that they consider
the Annual Report, taken as a whole, is fair,
balanced and understandable, and provides
the information necessary for the members
to assess the group’s and company’s
position, performance, business model and
strategy;
· The section of the Annual Report that
describes the review of effectiveness of
risk management and internal control
systems; and
· The section of the Annual Report
describing the work of the
Audit Committee.
We have nothing to report in respect of our
responsibility to report when the directors’
statement relating to the company’s
compliance with the Code does not properly
disclose a departure from a relevant provision
of the Code specified under the Listing Rules
for review by the auditors.
Responsibilities for the financial
statements and the audit
Responsibilities of the directors for the
financial statements
As explained more fully in the Statement of
Directors’ responsibilities in respect of the
financial statements, the directors are
responsible for the preparation of the
financial statements in accordance with the
applicable framework and for being satisfied
that they give a true and fair view. The
directors are also responsible for such
internal control as they determine is
necessary to enable the preparation of
financial statements that are free from
material misstatement, whether due to
fraud or error.
In preparing the financial statements, the
directors are responsible for assessing the
group’s and the company’s ability to continue
as a going concern, disclosing, as applicable,
matters related to going concern and using
the going concern basis of accounting unless
the directors either intend to liquidate the
group or the company or to cease operations,
or have no realistic alternative but to do so.
Auditors’ responsibilities for the audit of the
financial statements
Our objectives are to obtain reasonable
assurance about whether the financial
statements as a whole are free from material
misstatement, whether due to fraud or error,
and to issue an auditors’ report that includes
our opinion. Reasonable assurance is a high
level of assurance, but is not a guarantee
that an audit conducted in accordance
with ISAs (UK) will always detect a material
misstatement when it exists. Misstatements
can arise from fraud or error and are
considered material if, individually or in
the aggregate, they could reasonably be
expected to influence the economic
decisions of users taken on the basis of
these financial statements.
Irregularities, including fraud, are instances
of non-compliance with laws and regulations.
We design procedures in line with our
responsibilities, outlined above, to detect
material misstatements in respect of
irregularities, including fraud. The extent
to which our procedures are capable of
detecting irregularities, including fraud,
is detailed below.
Based on our understanding of the group and
industry, we identified that the principal risks
of non-compliance with laws and regulations
related to food safety regulations, and we
considered the extent to which non-
compliance might have a material effect on
the financial statements. We also considered
those laws and regulations that have a direct
impact on the financial statements such as
the Companies Act 2006 and tax legislation.
We evaluated management’s incentives and
opportunities for fraudulent manipulation of
the financial statements (including the risk of
override of controls), and determined that the
principal risks were related to inappropriate
journal entries, either in the underlying books
and records or as part of the consolidation
process, and management bias in accounting
estimates. Audit procedures performed by
the engagement team included:
109Domino’s Pizza Group plc Annual Report & Accounts 2024
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· Challenging assumptions and judgements
made by management in its significant
accounting estimates that involved
making assumptions and considering
future events that are inherently uncertain.
· We also specifically assessed the valuation
of intercompany receivables in the
Company, the valuation of the DP Poland
investment, the valuation assessment of
goodwill for Shorecal corporate stores, the
accounting for costs incurred on significant
IT projects and recoverability of the
group’s investment in the associate Victa
DP Limited. As part of these assessments
we considered the existence of
management bias and performed look
back assessments of the accuracy of prior
year estimates;
· Consideration of recent correspondence
with the tax authorities;
· Identifying and testing journal entries, in
particular certain journal entries posted
with unusual account combinations; and
· Testing all material consolidation
adjustments to ensure these were
appropriate in nature and magnitude.
There are inherent limitations in the audit
procedures described above. We are less
likely to become aware of instances of
non-compliance with laws and regulations
that are not closely related to events and
transactions reflected in the financial
statements. Also, the risk of not detecting
a material misstatement due to fraud is
higher than the risk of not detecting one
resulting from error, as fraud may involve
deliberate concealment by, for example,
forgery or intentional misrepresentations,
or through collusion.
Our audit testing might include testing
complete populations of certain transactions
and balances, possibly using data auditing
techniques. However, it typically involves
selecting a limited number of items for
testing, rather than testing complete
populations. We will often seek to target
particular items for testing based on their size
or risk characteristics. In other cases, we will
use audit sampling to enable us to draw a
conclusion about the population from which
the sample is selected.
A further description of our responsibilities
for the audit of the financial statements is
located on the FRC’s website at:
www.frc.org.uk/auditorsresponsibilities. This
description forms part of our auditors’ report.
Use of this report
This report, including the opinions, has been
prepared for and only for the company’s
members as a body in accordance with Chapter
3 of Part 16 of the Companies Act 2006 and for
no other purpose. We do not, in giving these
opinions, accept or assume responsibility for
any other purpose or to any other person to
whom this report is shown or into whose hands
it may come save where expressly agreed by
our prior consent in writing.
Other required reporting
Companies Act 2006 exception reporting
Under the Companies Act 2006 we are
required to report to you if, in our opinion:
· we have not obtained all the information
and explanations we require for our audit;
or
· adequate accounting records have not
been kept by the company, or returns
adequate for our audit have not been
received from branches not visited by us;
or
· certain disclosures of directors’
remuneration specified by law are not
made; or
· the company financial statements and the
part of the Directors’ remuneration report
to be audited are not in agreement with
the accounting records and returns.
We have no exceptions to report arising from
this responsibility.
Appointment
Following the recommendation of the
Audit Committee, we were appointed by
the members on 18 April 2019 to audit
the financial statements for the year
ended 29 December 2019 and subsequent
financial periods. The period of total
uninterrupted engagement is six years,
covering the years ended 29 December
2019 to 29 December 2024.
Other matter
The company is required by the Financial
Conduct Authority Disclosure Guidance and
Transparency Rules to include these financial
statements in an annual financial report
prepared under the structured digital format
required by DTR 4.1.15R – 4.1.18R and filed
on the National Storage Mechanism of the
Financial Conduct Authority. This auditors’
report provides no assurance over whether
the structured digital format annual financial
report has been prepared in accordance with
those requirements.
Sarah Phillips
(Senior Statutory Auditor)
for and on behalf of
PricewaterhouseCoopers LLP
Chartered Accountants
and Statutory Auditors
Birmingham
10 March 2025
110 Domino’s Pizza Group plc Annual Report & Accounts 2024
INDEPENDENT AUDITORS’ REPORT TO
THE MEMBERS OF DOMINO’S PIZZA GROUP PLC continued
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GROUP INCOME STATEMENT
52 WEEKS ENDED 29 DECEMBER 2024
52 weeks ended 29 December 2024 £m | 53 weeks ended 31 December 2023 £m | ||||||
| Non- | Non- | ||||||
Note | Underlying | underlying* | Total | Underlying | underlying* | Total | |
Revenue | 3 | ||||||
Cost of sales | ( | ( | ( | ( | |||
Gross profit | |||||||
Distribution costs | ( | ( | ( | ( | |||
Administrative costs | ( | ( | ( | ( | ( | ||
Share of post-tax profit of associates and joint ventures | 17 | ||||||
Other income | |||||||
Profit before interest and taxation | 4 | ||||||
Finance income | 8 | ||||||
Finance costs | 9 | ( | ( | ( | ( | ||
Profit before taxation | |||||||
Taxation | 10 | ( | ( | ( | ( | ( | ( |
Profit for the period | |||||||
| Earnings per share | |||||||
– Basic (pence) | 11 | ||||||
– Diluted (pence) | 11 |
* Non-underlying items are disclosed in note 6.
The notes on pages 117 to 167 are an integral part of these consolidated financial statements.
112 Domino’s Pizza Group plc Annual Report & Accounts 2024
GROUP STATEMENT OF COMPREHENSIVE INCOME
52 WEEKS ENDED 29 DECEMBER 2024
| 52 weeks ended | 53 weeks ended | ||
| 29 December 2024 | 31 December 2023 | ||
| Note | £m | £m | |
Profit for the period | |||
| Other comprehensive income/(expense): | |||
| Items that will not subsequently be reclassified to profit or loss | |||
– Gain on investment held through other comprehensive income | 25 | ||
| Items that may be subsequently reclassified to profit or loss: | |||
– Exchange loss on retranslation of foreign operations | ( | ( | |
– Transferred to income statement on disposal | 27 | ( | |
Other comprehensive expense for the period, net of tax | ( | ( | |
Total comprehensive income for the period |
The notes on pages 117 to 167 are an integral part of these consolidated financial statements.
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GROUP BALANCE SHEET
AT 29 DECEMBER 2024
| At | At | ||
| | 31 December 2023 | ||
| Note | £m | £m | |
| Non-current assets | |||
Intangible assets | 13 | ||
Property, plant and equipment | 14 | ||
Right-of-use assets | 15 | ||
Lease receivables | 15 | ||
Trade and other receivables | 16 | ||
Investments | 25 | ||
Investments in associates and joint ventures | 17 | ||
Deferred consideration receivable | 22 | ||
| Current assets | |||
Lease receivables | 15 | ||
Inventories | 18 | ||
Trade and other receivables | 16 | ||
Deferred consideration receivable | 22 | ||
Current tax assets | |||
Cash and cash equivalents | 19 | ||
Total assets | |||
| Current liabilities | |||
Lease liabilities | 15 | ( | ( |
Trade and other payables | 20 | ( | ( |
Current tax liabilities | ( | ( | |
Provisions | 23 | ( | ( |
Financial liabilities – share buyback obligation | 21 | ( | |
( | ( | ||
| Non-current liabilities | |||
Lease liabilities | 15 | ( | ( |
Trade and other payables | 20 | ( | ( |
Financial liabilities | 21 | ( | ( |
Deferred tax liabilities | 10 | ( | ( |
Provisions | 23 | ( | ( |
( | ( | ||
Total liabilities | ( | ( | |
Net liabilities | ( | ( |
114 Domino’s Pizza Group plc Annual Report & Accounts 2024
GROUP BALANCE SHEET
AT 29 DECEMBER 2024 continued
| At | At | ||
| 29 December 2024 | 31 December 2023 | ||
| Note | £m | £m | |
| Shareholders’ equity | |||
Called up share capital | 26 | ||
Share premium account | |||
Capital redemption reserve | |||
Capital reserve – own shares | ( | ( | |
Currency translation reserve | ( | ( | |
Other reserve | |||
Accumulated losses | ( | ( | |
Total equity | ( | ( |
The notes on pages 117 to 167 are an integral part of these consolidated financial statements. The financial statements were approved by
Registered number: 03853545
115Domino’s Pizza Group plc Annual Report & Accounts 2024
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GROUP STATEMENT OF CHANGES IN EQUITY
52 WEEKS ENDED 29 DECEMBER 2024
| Share | Capital | Capital | Currency | Total | |||||
| Share | premium | redemption | reserve | translation | Other | Accumulated | shareholders’ | ||
| capital | account | reserve | – own shares | reserve | Reserve | losses | equity | ||
| Note | £m | £m | £m | £m | £m | £m | £m | £m | |
At 25 December 2022 | ( | ( | ( | ||||||
Profit for the period | |||||||||
| Other comprehensive expense | |||||||||
– exchange differences | ( | ( | |||||||
– transferred to income statement on disposal | 27 | ( | ( | ||||||
Total comprehensive income for the period | ( | ||||||||
Proceeds from share issues | |||||||||
Impairment of share issues 1 | ( | ||||||||
Share buybacks | 26 | ( | ( | ( | ( | ||||
Share buyback obligations satisfied | |||||||||
Share buyback obligations outstanding | 21 | ( | ( | ||||||
Share options and LTIP charge | 29 | ||||||||
Tax on employee share options | |||||||||
Equity dividends paid | 12 | ( | ( | ||||||
At 31 December 2023 | ( | ( | ( | ( | |||||
Profit for the period | |||||||||
| Other comprehensive income/(expense) | |||||||||
– gain on investments | 25 | ||||||||
– exchange differences | ( | ( | |||||||
Total comprehensive income for the period | ( | ||||||||
Proceeds from share issues | |||||||||
Shares issued on acquisition of subsidiaries | 28 | ||||||||
Impairment of share issues 1 | ( | ||||||||
Share buybacks | 26 | ( | ( | ||||||
Share buyback obligations satisfied | 21 | ||||||||
Share options and LTIP charge | 29 | ||||||||
Tax on employee share options | 10 | ||||||||
Equity dividends paid | 12 | ( | ( | ||||||
At | ( | ( | ( | ( |
1. Impairment of share issues represents the difference between share allotments made pursuant to the Sharesave schemes and the Long-Term Incentive Plan (note 29), and the original
cost at which the shares were acquired as treasury shares into Capital reserve – own shares.
The notes on pages 117 to 167 are an integral part of these consolidated financial statements.
116 Domino’s Pizza Group plc Annual Report & Accounts 2024
GROUP CASH FLOW STATEMENT
52 WEEKS ENDED 29 DECEMBER 2024
| 52 weeks ended | 53 weeks ended | ||
| 29 December 2024 | 31 December 2023 | ||
| Note | £m | £m | |
| Cash flows from operating activities | |||
Profit before interest and taxation | 3 | ||
Amortisation and depreciation | 4 | ||
Share of post-tax profits of associates and joint ventures | 17 | ( | ( |
Profit on disposal of property, plant and equipment | 14 | ( | ( |
Profit on disposal of trade and assets | 27 | ( | |
Profit on disposal of associate investment | 27 | ( | |
Share option and LTIP charge | 29 | ||
Decrease in provisions | ( | ( | |
Decrease in inventories | |||
Increase in receivables | ( | ( | |
Increase in payables | |||
Cash generated from operations | |||
Corporation tax paid | ( | ( | |
Net cash generated from operating activities | |||
| Cash flows from investing activities | |||
Purchase of property, plant and equipment | ( | ( | |
Purchase of intangible assets | ( | ( | |
Proceeds from sale of property, plant and equipment | |||
Net consideration received on disposal of subsidiaries | |||
Proceeds from sale of trade and assets | 27 | ||
Consideration received on disposal of associate investment | 27 | ||
Purchase of investments | 25 | ( | |
Acquisition of subsidiaries, net of cash received | 28 | ( | |
Receipt of principal element on lease receivables | 15 | ||
Receipt of interest element on lease receivables | 15 | ||
Interest received | |||
Other | 30 | ( | |
Net cash (used)/generated from investing activities | ( | ||
Cash inflow before financing | |||
| Cash flows from financing activities | |||
Interest paid | ( | ( | |
Share purchases | 30 | ( | ( |
Consideration received on exercise of share options – employee benefit trust | |||
New bank loans and facilities draw down | |||
Facility arrangement fees paid | ( | ||
Repayment of borrowings | ( | ( | |
Repayment of principal element on lease liabilities | 15 | ( | ( |
Repayment of interest element on lease liabilities | 15 | ( | ( |
Equity dividends paid | 12 | ( | ( |
Net cash used in financing activities | ( | ( | |
Net increase in cash and cash equivalents | |||
Cash and cash equivalents at beginning of period | |||
Foreign exchange (loss)/gain on cash and cash equivalents | ( | ||
Cash and cash equivalents at end of period |
The cash flow statement has been prepared on a consolidated basis. The notes on pages 117 to 167 are an integral part of these consolidated
financial statements.
117Domino’s Pizza Group plc Annual Report & Accounts 2024
governanceStrategic report financial statements
NOTES TO THE GROUP FINANCIAL STATEMENTS
52 WEEKS ENDED 29 DECEMBER 2024
2. Accounting policies
118 Domino’s Pizza Group plc Annual Report & Accounts 2024
NOTES TO THE GROUP FINANCIAL STATEMENTS
52 WEEKS ENDED 29 DECEMBER 2024 continued
2. Accounting policies continued
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120 Domino’s Pizza Group plc Annual Report & Accounts 2024
NOTES TO THE GROUP FINANCIAL STATEMENTS
52 WEEKS ENDED 29 DECEMBER 2024 continued
2. Accounting policies continued
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122 Domino’s Pizza Group plc Annual Report & Accounts 2024
NOTES TO THE GROUP FINANCIAL STATEMENTS
52 WEEKS ENDED 29 DECEMBER 2024 continued
2. Accounting policies continued
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124 Domino’s Pizza Group plc Annual Report & Accounts 2024
NOTES TO THE GROUP FINANCIAL STATEMENTS
52 WEEKS ENDED 29 DECEMBER 2024 continued
2. Accounting policies continued
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126 Domino’s Pizza Group plc Annual Report & Accounts 2024
NOTES TO THE GROUP FINANCIAL STATEMENTS
52 WEEKS ENDED 29 DECEMBER 2024 continued
2. Accounting policies continued
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Rental income on short-term leasehold and freehold property
Rental income arising from leases treated as short-term and freehold
properties is recognised on a straight-line basis in accordance with the
lease terms. Deferred income comprises lease premiums and rental
payments. Rental payments are deferred and recognised on a
straight-line basis over the period in which they relate.
128 Domino’s Pizza Group plc Annual Report & Accounts 2024
NOTES TO THE GROUP FINANCIAL STATEMENTS
52 WEEKS ENDED 29 DECEMBER 2024 continued
2. Accounting policies continued
| Effective | |
| for periods | |
| beginning | |
| on or after: | |
| International Accounting Standards (‘IAS’) | |
Exchangeability of Currencies – Amendments to IAS 21 | 1 January 2025 |
Classification and Measurement of Financial Instruments – Amendments to IFRS 9 and IFRS 7 | 1 January 2026 |
IFRS 18 ‘Presentation and Disclosure in Financial Statements’ | 1 January 2027 |
IFRS 19 ‘Subsidiaries without Public Accountability Disclosures’ | 1 January 2027 |
129Domino’s Pizza Group plc Annual Report & Accounts 2024
governanceStrategic report financial statements
| At 29 December 2024 | At 31 December 2023 | |
| £m | £m | |
Current tax assets | 3.5 | 3.5 |
Cash and cash equivalents | 52.2 | 52.1 |
Unallocated assets | 55.7 | 55.6 |
Current tax liabilities | 1.4 | 2.8 |
Deferred tax liabilities | 11.7 | 7.0 |
Debt facilities | 317.7 | 284.9 |
Unallocated liabilities | 330.8 | 294.7 |
At 29 December 2024 | At 31 December 2023 | |||||
| UK & Ireland | International | Total | UK & Ireland | International | Total | |
| £m | £m | £m | £m | £m | £m | |
| Segment assets | ||||||
Segment current assets | 86.7 | – | 86.7 | 79.1 | – | 79.1 |
Segment non-current assets | 423.0 | – | 423.0 | 342.3 | – | 342.3 |
Investment in associates and joint ventures | 26.0 | – | 26.0 | 25.2 | – | 25.2 |
Investments | 11.5 | – | 11.5 | 10.3 | – | 10.3 |
Unallocated assets | 55.7 | 55.6 | ||||
Total assets | 602.9 | 512.5 | ||||
| Segment liabilities | ||||||
Liabilities | 354.3 | – | 354.3 | 351.8 | – | 351.8 |
Unallocated liabilities | 330.8 | 294.7 | ||||
Total liabilities | 685.1 | 646.5 |
130 Domino’s Pizza Group plc Annual Report & Accounts 2024
NOTES TO THE GROUP FINANCIAL STATEMENTS
52 WEEKS ENDED 29 DECEMBER 2024 continued
3. Segmental information continued
| Total | Non- | Total | |||
| UK & Ireland | International | underlying | underlying | reported | |
| £m | £m | £m | £m | £m | |
| Revenue | |||||
Sales to external customers | 664.5 | – | 664.5 | – | 664.5 |
Segment revenue | 664.5 | – | 664.5 | – | 664.5 |
| Results | |||||
Underlying result before associates and joint ventures | 121.2 | – | 121.2 | – | 121.2 |
Share of profit of associates and joint ventures | 3.3 | – | 3.3 | – | 3.3 |
Other non-underlying items | – | – | – | (8.8) | (8.8) |
Other income | 0.5 | – | 0.5 | 26.4 | 26.9 |
Profit before interest and taxation | 125.0 | – | 125.0 | 17.6 | 142.6 |
Net finance costs | (17.7) | – | (17.7) | – | (17.7) |
Profit before taxation | 107.3 | – | 107.3 | 17.6 | 124.9 |
Taxation | (27.0) | – | (27.0) | (7.7) | (34.7) |
Profit for the period | 80.3 | – | 80.3 | 9.9 | 90.2 |
Effective tax rate | 25.2% | – | 25.2% | – | 27.8% |
| Other segment information | |||||
– Depreciation | 11.5 | – | 11.5 | – | 11.5 |
– Amortisation | 6.9 | – | 6.9 | 3.3 | 10.2 |
Total depreciation and amortisation | 18.4 | – | 18.4 | 3.3 | 21.7 |
EBITDA | 143.4 | – | 143.4 | 20.9 | 164.3 |
Underlying EBITDA | 143.4 | – | 143.4 | – | 143.4 |
Capital expenditure | 18.5 | – | 18.5 | – | 18.5 |
Share-based payment charge | 4.0 | – | 4.0 | – | 4.0 |
| Revenue disclosures | |||||
Royalties, franchise fees and change of hands fees | 81.4 | – | 81.4 | – | 81.4 |
Sales to franchisees | 443.7 | – | 443.7 | – | 443.7 |
Corporate store income | 53.2 | – | 53.2 | – | 53.2 |
Property income on leasehold and freehold property | 1.9 | – | 1.9 | – | 1.9 |
National Advertising and eCommerce income | 84.3 | – | 84.3 | – | 84.3 |
Total segment revenue | 664.5 | – | 664.5 | – | 664.5 |
131Domino’s Pizza Group plc Annual Report & Accounts 2024
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| Total | Non- | Total | |||
| UK & Ireland | International | underlying | underlying | reported | |
| £m | £m | £m | £m | £m | |
| Revenue | |||||
Sales to external customers | 679.8 | – | 679.8 | – | 679.8 |
Segment revenue | 679.8 | – | 679.8 | – | 679.8 |
| Results | |||||
Underlying result before associates and joint ventures | 111.9 | – | 111.9 | – | 111.9 |
Share of profit of associates and joint ventures | 2.0 | – | 2.0 | – | 2.0 |
Other income | 2.3 | – | 2.3 | 40.6 | 42.9 |
Profit before interest and taxation | 116.2 | – | 116.2 | 40.6 | 156.8 |
Net finance costs | (14.5) | – | (14.5) | – | (14.5) |
Profit before taxation | 101.7 | – | 101.7 | 40.6 | 142.3 |
Taxation | (26.0) | – | (26.0) | (1.3) | (27.3) |
Profit for the period | 75.7 | – | 75.7 | 39.3 | 115.0 |
Effective tax rate | 25.6% | – | 25.6% | 19.2% | |
| Other segment information | |||||
– Depreciation | 11.2 | – | 11.2 | – | 11.2 |
– Amortisation | 10.7 | – | 10.7 | – | 10.7 |
Total depreciation and amortisation | 21.9 | – | 21.9 | – | 21.9 |
EBITDA | 138.1 | – | 138.1 | 40.6 | 178.7 |
Underlying EBITDA | 138.1 | – | 138.1 | – | 138.1 |
Capital expenditure | 20.8 | – | 20.8 | – | 20.8 |
Share-based payment charge | 3.8 | – | 3.8 | – | 3.8 |
| Revenue disclosures | |||||
Royalties, franchise fees and change of hands fees | 83.4 | – | 83.4 | – | 83.4 |
Sales to franchisees | 479.1 | – | 479.1 | – | 479.1 |
Corporate store income | 33.1 | – | 33.1 | – | 33.1 |
Property income on leasehold and freehold property | 2.2 | – | 2.2 | – | 2.2 |
National Advertising and eCommerce income | 82.0 | – | 82.0 | – | 82.0 |
Total segment revenue | 679.8 | – | 679.8 | – | 679.8 |
132 Domino’s Pizza Group plc Annual Report & Accounts 2024
NOTES TO THE GROUP FINANCIAL STATEMENTS
52 WEEKS ENDED 29 DECEMBER 2024 continued
| 52 weeks ended | 53 weeks ended | |
| 29 December 2024 | 31 December 2023 | |
| £m | £m | |
Amortisation of intangible assets | 10.2 | 10.7 |
Depreciation of property, plant and equipment | 6.7 | 5.9 |
Depreciation on right-of-use assets | 4.8 | 5.3 |
Total amortisation and depreciation expense | 21.7 | 21.9 |
Cost of inventories recognised as an expense | 245.2 | 273.4 |
Profit on disposal of property, plant and equipment | (0.2) | – |
Profit on disposal of subsidiaries | (21.4) | – |
Profit on disposal of associate investment | – | (40.6) |
| 52 weeks ended | 53 weeks ended | |
| 29 December 2024 | 31 December 2023 | |
| £m | £m | |
Fees payable to the Group’s auditors for the audit of the Group and Company annual accounts* | 0.7 | 0.6 |
| Fees payable to the Company’s auditors and its associates for other services: | ||
Audit of the accounts of subsidiaries | 0.3 | 0.3 |
Total audit fees | 1.0 | 0.9 |
Other services | 0.1 | 0.1 |
Total audit and non-audit fees | 1.1 | 1.0 |
6. Reconciliation of non-GAAP measures
Non-underlying items included in the financial statements
| 52 weeks ended | 53 weeks ended | |
| 29 December 2024 | 31 December 2023 | |
| £m | £m | |
Underlying profit for the period | 80.3 | 75.7 |
Non-underlying profit for the period | 9.9 | 39.3 |
Profit for the period | 90.2 | 115.0 |
133Domino’s Pizza Group plc Annual Report & Accounts 2024
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Non-underlying items
| 52 weeks ended | 53 weeks ended | ||
| 29 December 2024 | 31 December 2023 | ||
| £m | £m | ||
| Included in administrative costs | |||
Shorecal acquisition costs | a) | (2.3) | – |
Reacquired rights amortisation | b) | (3.3) | – |
Terminated acquisition costs | c) | (3.2) | – |
(8.8) | – | ||
| Included in other income | |||
Profit on disposal of corporate stores | d) | 21.4 | – |
Reversionary scheme, net of costs | e) | 5.0 | – |
Profit on disposal of German associate | f) | – | 40.6 |
26.4 | 40.6 | ||
Included in profit before taxation | 17.6 | 40.6 | |
Taxation | g) | (7.7) | (1.3) |
Included in profit for the period | 9.9 | 39.3 |
a) Shorecal Limited acquisition costs
The Group incurred legal and advisory costs of £2.3m associated with the acquisition of Shorecal Limited. For further details on the acquisition
refer to note 28. These costs are recognised in non-underlying as they relate directly to the acquisition and are significant enough to distort the
underlying performance of the Group.
b) Reacquired rights amortisation
The Group incurred a charge of £3.3m in relation to the amortisation of reacquired rights recognised upon the acquisition of Shorecal Limited.
This relates to the valuation of the Standard Franchise Agreements which were in place before the acquisition, previously issued by the Group
to Shorecal Limited when this was an independently controlled franchisee. These are amortised over the remaining life of the franchise
agreements, which is on average 5 years.
The amortisation is recognised in non-underlying results as we consider the recognition of the asset and amortisation period does not represent
the substance of the agreements. As these are reacquired rights, under the accounting standard these must be amortised over the remaining
period of the agreement considering renewal options, which is not consistent with the substance of the asset. The Group recognised no
significant profit on initial issuance of the franchise agreements before acquisition and will not incur any cost to renew at the end of the term.
We therefore consider the amortisation and reduction in value of this asset does not represent the underlying value of the agreements. For this
reason, the amortisation is recognised in non-underlying results as would materially distort the performance of the acquired subsidiary and the
Group’s underlying trading performance.
c) Terminated acquisition costs
The Group incurred £3.2m of legal and advisory costs relating to an acquisition which did not complete. These costs are recognised in non-
underlying as they relate directly to acquisition related activity and are significant enough to distort the underlying performance of the Group.
d) Profit on disposal of corporate stores
The Group disposed of its London corporate stores during the period, generating a profit on disposal of £21.4m, which includes £0.5m in
transactions costs. For further details refer to note 27. This is treated as a non-underlying profit as is consistent with the treatment of the
previous impairment to the Corporate Stores recognised in FY 2019.
e) Reversionary scheme
The Group recognised income of £5.0m, net of £0.3m related legal costs, in relation to amounts receivable from beneficiaries of the
reversionary scheme, following the Group’s settlement of the employment tax and related charges with HMRC in 2022 and 2023. £0.7m of cash
was received by the end of the year, and an additional £2.1m was received after the balance sheet date. A further £2.5m is expected to be
received in 2025. This income is recognised in non-underlying results consistent with the recognition of the expense in previous years.
134 Domino’s Pizza Group plc Annual Report & Accounts 2024
NOTES TO THE GROUP FINANCIAL STATEMENTS
52 WEEKS ENDED 29 DECEMBER 2024 continued
6. Reconciliation of non-GAAP measures continued
f) Profit on disposal of German associate
In the prior period, the Group disposed of its 33.3% interest in Daytona JV Limited. Proceeds of £79.9m were received of which £70.6m related
to the investment in Daytona JV Limited and £9.3m related to the repayment of the loan. This generated a profit on disposal of £40.6m.
For further details refer to note 27. The profits arising from the disposal have been treated as non-taxable on the basis the disposal falls under
the Substantial Shareholding Exemption.
g) Taxation
The current period tax charge of £7.7m primarily relates to the disposal of the London corporate stores and the settlement income received in
respect of the historical share-based compensation scheme. The prior period tax charge of £1.3m relates to the historical share-based
compensation scheme following the £11.9m settlement made in the prior period.
| 52 weeks ended | 53 weeks ended | |
| 29 December 2024 | 31 December 2023 | |
| £m | £m | |
Wages and salaries | 72.0 | 70.2 |
Social security costs | 6.8 | 7.0 |
Other pension costs | 1.8 | 1.6 |
Share-based payment charge | 4.0 | 3.8 |
Total | 84.6 | 82.6 |
| 52 weeks ended | 53 weeks ended | |
| 29 December 2024 | 31 December 2023 | |
Administration | 412 | 392 |
Production and distribution | 582 | 567 |
Corporate stores | 838 | 570 |
Total | 1,529 |
| 52 weeks ended | 53 weeks ended | |
| 29 December 2024 | 31 December 2023 | |
| £m | £m | |
Directors’ remuneration | 2.9 | 3.3 |
| 52 weeks ended | 53 weeks ended | |
| 29 December 2024 | 31 December 2023 | |
| £m | £m | |
Other interest receivable | 0.8 | 0.8 |
Interest on loans to associates and joint ventures | – | 0.1 |
Interest receivable on leases | 13.0 | 12.7 |
Discount unwind | 0.2 | 0.1 |
Total finance income | 14.0 | 13.7 |
135Domino’s Pizza Group plc Annual Report & Accounts 2024
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| 52 weeks ended | 53 weeks ended | |
| 29 December 2024 | 31 December 2023 | |
| £m | £m | |
Debt facilities interest payable | 17.3 | 14.4 |
Interest payable on leases | 14.1 | 13.8 |
Other interest payable | 0.1 | – |
Foreign exchange | 0.2 | – |
Total finance costs | 31.7 | 28.2 |
| 52 weeks ended | 53 weeks ended | |
| 29 December 2024 | 31 December 2023 | |
| £m | £m | |
| Tax charged/(credited) in the income statement | ||
| Current income tax: | ||
| UK corporation tax: | ||
– current period | 33.1 | 21.6 |
– adjustment in respect of prior periods | (0.2) | 4.6 |
32.9 | 26.2 | |
Income tax on overseas operations | 0.3 | (2.5) |
Total current income tax charge | 33.2 | 23.7 |
| Deferred tax: | ||
Origination and reversal of temporary differences | 1.4 | 2.6 |
Effect of change in tax rate | – | 0.2 |
Adjustment in respect of prior periods | 0.1 | 0.8 |
Total deferred tax | 1.5 | 3.6 |
Tax charge in the income statement | 34.7 | 27.3 |
| The tax charge in the income statement is disclosed as follows: | ||
Income tax charge | 34.7 | 27.3 |
| Tax relating to items credited/(charged) to equity | ||
Reduction in current tax liability as a result of the exercise of share options | (0.1) | – |
Origination and reversal of temporary differences in relation to unexercised share options | 0.2 | – |
Tax credit in the Group statement of changes in equity | 0.1 | – |
136 Domino’s Pizza Group plc Annual Report & Accounts 2024
NOTES TO THE GROUP FINANCIAL STATEMENTS
52 WEEKS ENDED 29 DECEMBER 2024 continued
10. Taxation continued
| 52 weeks ended | 53 weeks ended | |
| 29 December 2024 | 31 December 2023 | |
| £m | £m | |
Profit before taxation | 124.9 | 142.3 |
Accounting profit before taxation multiplied by the UK statutory rate of corporation tax of 25.00% (2023: 23.52%) | 31.2 | 33.5 |
Expenses not deductible for tax purposes | 4.7 | 1.2 |
Income not taxable | – | (9.6) |
Share of joint venture and associates’ results not taxable | (1.4) | (0.5) |
Accounting depreciation not eligible for tax purposes | 0.6 | 0.8 |
Adjustment in respect of prior periods | (0.1) | 1.2 |
Tax rate differences | – | (0.8) |
Transfer pricing adjustment – current year | – | 0.7 |
Movement in uncertain tax position – transfer pricing | – | 1.5 |
Other | (0.3) | (0.7) |
Total tax charge reported in the income statement | 34.7 | 27.3 |
Effective tax rate (%) | 27.8% | 19.2% |
Underlying effective tax rate (%) | 25.2% | 25.6% |
c) Temporary differences associated with Group investments
At 29 December 2024, there was no recognised deferred tax liability (2023: £nil) for taxes that would be payable on the unremitted earnings
of the Group’s subsidiaries, or its associates, as there are no corporation tax consequences of the Group’s UK, Irish or overseas subsidiaries or
associates paying dividends to their parent companies. There are also no income tax consequences for the Group attaching to the payment of
dividends by the Group to its shareholders.
d) OECD Pillar 2
The Pillar Two legislation implements a domestic top-up tax and a multinational top-up tax which would be payable by a multinational enterprise
falling within the scope of the Pillar Two rules. The legislation seeks to ensure that UK headquartered multinational enterprises pay a minimum
tax rate of 15% on UK and overseas profits. Pillar Two legislation has been enacted in all jurisdictions which the Group operates. The legislation
will come into effect for the Group’s fiscal year ending on 28 December 2025. The Group has performed an assessment of the potential
exposure to Pillar Two income taxes based on the latest financial information available for its constituent entities. Based on this assessment,
the transitional safe harbour relief will not apply to all jurisdictions where the Group operates however the related top-up taxes for those
jurisdictions are not expected to have material impact on the Group.
137Domino’s Pizza Group plc Annual Report & Accounts 2024
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| At 29 December 2024 | At 31 December 2023 | |
| £m | £m | |
Deferred tax arising in the UK on non-capital items | (8.7) | (7.0) |
Deferred tax arising on business combinations and acquired assets | (3.0) | – |
Deferred tax liabilities presented as non-current | (11.7) | (7.0) |
| 2024 | 2023 | |
| £m | £m | |
| Movement in the deferred income tax account | ||
Opening balance | (7.0) | (3.4) |
Recognised at acquisition | (3.3) | – |
Tax credit to equity | 0.1 | – |
Income statement charge | (1.5) | (3.6) |
Closing balance | (11.7) | (7.0) |
| Accelerated | ||||||
| Intangible | Share-based | capital | Reversionary | |||
| assets | payments | allowances | Provisions | interests | Total | |
| £m | £m | £m | £m | £m | £m | |
At 25 December 2022 | – | 1.0 | (8.4) | 0.9 | 3.3 | (3.2) |
Charge to equity | – | – | – | – | – | – |
Credit/(charge) to income | – | 0.3 | (1.0) | – | (3.1) | (3.8) |
At 31 December 2023 | – | 1.3 | (9.4) | 0.9 | 0.2 | (7.0) |
Recognised at acquisition | (3.7) | – | (0.2) | 0.6 | – | (3.3) |
Credit to equity | – | 0.1 | – | – | – | 0.1 |
Credit/(charge) to income | 0.5 | 0.2 | (1.6) | (0.4) | (0.2) | (1.5) |
At 29 December 2024 | (3.2) | 1.6 | (11.2) | 1.1 | – | (11.7) |
138 Domino’s Pizza Group plc Annual Report & Accounts 2024
NOTES TO THE GROUP FINANCIAL STATEMENTS
52 WEEKS ENDED 29 DECEMBER 2024 continued
11. Earnings per share
Basic earnings per share amounts are calculated by dividing profit for the year attributable to ordinary equity holders of the Parent by the
weighted average number of Ordinary shares outstanding during the year.
Diluted earnings per share is calculated by dividing the profit attributable to ordinary equity holders of the Parent by the weighted average
number of Ordinary shares outstanding during the year plus the weighted average number of Ordinary shares that would have been issued on
the conversion of all dilutive potential Ordinary shares into Ordinary shares.
Earnings
| 52 weeks ended | 53 weeks ended | |
| 29 December 2024 | 31 December 2023 | |
| £m | £m | |
Profit after tax: | 90.2 | 115.0 |
Non-underlying items | (9.9) | (39.3) |
Underlying profit after tax | 80.3 | 75.7 |
Weighted average number of shares
| 2024 | 2023 | |
| Number | Number | |
Basic weighted average number of shares (excluding treasury shares) | 393,720,595 | 410,406,240 |
Dilutive effect of share options and awards | 2,581,313 | 1,915,682 |
Diluted weighted average number of shares | 396,301,908 | 412,321,922 |
The performance conditions relating to share options granted over 5,879,430 shares (2023: 5,131,078) have not been met in the current
financial year and therefore the dilutive effect of the number of shares which would have been issued at the period end has not been included
in the diluted earnings per share calculation.
There were 1,867,439 share options excluded from the diluted earnings per share calculation because they would be anti-dilutive
(2023: 1,791,468). See note 2 for further information on reversionary interests and share options.
Earnings per share
| 52 weeks ended | 53 weeks ended | |
| 29 December 2024 | 31 December 2023 | |
| Statutory earnings per share | ||
Basic earnings per share | 22.9p | 28.0p |
Diluted earnings per share | 22.8p | 27.9p |
| Underlying earnings per share | ||
Basic earnings per share | 20.4p | 18.4p |
Diluted earnings per share | 20.3p | 18.4p |
139Domino’s Pizza Group plc Annual Report & Accounts 2024
governanceStrategic report financial statements
| 52 weeks ended | 53 weeks ended | |
| 29 December 2024 | 31 December 2023 | |
| £m | £m | |
| Declared and paid during the period: | ||
| Equity dividends on Ordinary shares: | ||
Final dividend for 2023: 7.2p (2022: | 28.1 | 28.3 |
Interim dividend for 2024: | 13.9 | 13.6 |
Dividends paid | 42.0 | 41.9 |
| Proposed for approval by shareholders at the AGM (not recognised as a liability at 29 December 2024 | ||
| or 31 December 2023) | ||
Final dividend for 2024: 7.5p (2023: | 29.6 | 28.4 |
| Goodwill | Franchise fees | Software | Other | Total | |
| £m | £m | £m | £m | £m | |
| Cost or valuation | |||||
At 25 December 2022 | 28.1 | 5.5 | 69.5 | 0.8 | 103.9 |
Additions | – | – | 9.2 | 0.3 | 9.5 |
At 31 December 2023 | 28.1 | 5.5 | 78.7 | 1.1 | 113.4 |
Acquisition of subsidiaries | 64.7 | 22.4 | – | – | 87.1 |
Additions | – | – | 6.3 | 0.5 | 6.8 |
Disposals | (28.1) | (4.4) | – | – | (32.5) |
Foreign exchange on translation | (2.1) | (0.6) | – | – | (2.7) |
At 29 December 2024 | 62.6 | 22.9 | 85.0 | 1.6 | 172.1 |
| Accumulated amortisation and impairment | |||||
At 25 December 2022 | 16.4 | 5.2 | 51.9 | 0.4 | 73.9 |
Provided during the year | – | 0.2 | 10.5 | – | 10.7 |
At 31 December 2023 | 16.4 | 5.4 | 62.4 | 0.4 | 84.6 |
Provided during the year | – | 3.3 | 6.6 | 0.3 | 10.2 |
Disposals | (16.4) | (4.4) | – | – | (20.8) |
At 29 December 2024 | – | 4.3 | 69.0 | 0.7 | 74.0 |
Net book value at 29 December 2024 | 62.6 | 18.6 | 16.0 | 0.9 | 98.1 |
Net book value at 31 December 2023 | 11.7 | 0.1 | 16.3 | 0.7 | 28.8 |
140 Domino’s Pizza Group plc Annual Report & Accounts 2024
NOTES TO THE GROUP FINANCIAL STATEMENTS
52 WEEKS ENDED 29 DECEMBER 2024 continued
13. Intangible assets continued
| At 29 December 2024 | At 31 December 2023 | |
| £m | £m | |
London corporate stores | – | 11.7 |
Shorecal | 62.6 | – |
62.6 | 11.7 |
Long-term growth rate | Discount rate | |||
2024 | 2023 | 2024 | 2023 | |
Corporate Stores | 2.0% | 2.0% | 12.0% | 11.3% |
141Domino’s Pizza Group plc Annual Report & Accounts 2024
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142 Domino’s Pizza Group plc Annual Report & Accounts 2024
NOTES TO THE GROUP FINANCIAL STATEMENTS
52 WEEKS ENDED 29 DECEMBER 2024 continued
14. Property, plant and equipment
| Freehold | Supply | ||||||
| land and | Assets under | Leasehold | Fixtures and | chain centre | Store | ||
| buildings | construction | improvements | fittings | equipment | equipment | Total | |
| £m | £m | £m | £m | £m | £m | £m | |
| Cost or valuation | |||||||
At 25 December 2022 | 64.1 | 10.1 | 0.7 | 6.7 | 54.4 | 3.9 | 139.9 |
Additions | – | 6.2 | – | 0.4 | 1.6 | 0.8 | 9.0 |
Disposals | (1.9) | – | (0.1) | – | (1.9) | – | (3.9) |
Foreign exchange on translation | (0.1) | – | – | – | – | – | (0.1) |
Transfer between classes of asset | 7.5 | (10.7) | – | 0.1 | 3.0 | 0.1 | – |
At 31 December 2023 | 69.6 | 5.6 | 0.6 | 7.2 | 57.1 | 4.8 | 144.9 |
Acquisition of subsidiaries | – | – | 0.5 | – | – | 2.4 | 2.9 |
Additions | 1.8 | 4.4 | – | 0.4 | 2.9 | 3.1 | 12.6 |
Disposals | (0.1) | – | (0.5) | – | – | (4.8) | (5.4) |
Foreign exchange on translation | (0.4) | – | – | – | (0.2) | – | (0.6) |
Transfer between classes of asset | 0.9 | (5.3) | – | 0.2 | 4.2 | – | – |
At 29 December 2024 | 71.8 | 4.7 | 0.6 | 7.8 | 64.0 | 5.5 | 154.4 |
| Accumulated depreciation and impairment | |||||||
At 25 December 2022 | 12.2 | – | 0.4 | 4.6 | 24.3 | 1.9 | 43.4 |
Provided during the year | 1.2 | – | 0.1 | 1.1 | 2.9 | 0.6 | 5.9 |
Impairment | – | – | – | – | – | – | – |
Disposals | (0.1) | – | (0.1) | – | (1.8) | – | (2.0) |
At 31 December 2023 | 13.3 | – | 0.4 | 5.7 | 25.4 | 2.5 | 47.3 |
Provided during the year | 1.5 | – | 0.1 | 0.7 | 3.9 | 0.5 | 6.7 |
Impairment | – | – | – | – | – | – | – |
Disposals | – | – | (0.4) | – | – | (2.6) | (3.0) |
Foreign exchange on translation | – | – | – | – | (0.1) | – | (0.1) |
At 29 December 2024 | 14.8 | – | 0.1 | 6.4 | 29.2 | 0.4 | 50.9 |
Net book value at 29 December 2024 | 57.0 | 4.7 | 0.5 | 1.4 | 34.8 | 5.1 | 103.5 |
Net book value at 31 December 2023 | 56.3 | 5.6 | 0.2 | 1.5 | 31.7 | 2.3 | 97.6 |
Assets under construction of £4.7m (2023: £5.6m) relate to supply chain centre development.
During the prior period, freehold property with a carrying value of £1.9m was disposed of for £4.4m, resulting in a profit on disposal of £2.3m
which included disposal costs of £0.2m.
Freehold land and buildings
Included within freehold land and buildings is an amount of £4.8m (2023: £5.0m) in respect of land which is not depreciated.
Capitalised financing costs
There were no borrowing costs capitalised during the period (2023: £nil).
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15. Right-of-use assets, lease receivables and lease liabilities
| At 29 December 2024 | At 31 December 2023 | |
| £m | £m | |
Property | 8.9 | 9.7 |
Equipment | 11.9 | 9.6 |
20.8 | 19.3 |
| 52 weeks ended | 53 weeks ended | |
| 29 December 2024 | 31 December 2023 | |
| £m | £m | |
Property | 0.8 | 0.9 |
Equipment | 4.0 | 4.4 |
4.8 | 5.3 |
| At 29 December 2024 | At 31 December 2023 | |
| Undiscounted amounts due under finance leases: | £m | £m |
Year 1 | 29.2 | 28.3 |
Year 2 | 28.5 | 27.7 |
Year 3 | 27.4 | 26.9 |
Year 4 | 26.1 | 25.7 |
Year 5 | 24.7 | 24.5 |
Onwards | 162.2 | 168.4 |
Total undiscounted lease receivables | 298.1 | 301.5 |
Less present value discount | (91.4) | (92.8) |
Lease receivables included in the balance sheet | 206.7 | 208.7 |
| Presented as: | ||
Current | 17.2 | 15.8 |
Non-current | 189.5 | 192.9 |
206.7 | 208.7 |
144 Domino’s Pizza Group plc Annual Report & Accounts 2024
NOTES TO THE GROUP FINANCIAL STATEMENTS
52 WEEKS ENDED 29 DECEMBER 2024 continued
15. Right-of-use assets, lease receivables and lease liabilities continued
Lease liabilities
The below table shows the maturity analysis of lease liabilities on an undiscounted basis, and the impact of discounting:
| At 29 December 2024 | At 31 December 2023 | |
| Undiscounted amounts due under finance leases: | £m | £m |
Year 1 | 37.1 | 35.1 |
Year 2 | 34.2 | 33.4 |
Year 3 | 32.1 | 30.8 |
Year 4 | 30.7 | 29.0 |
Year 5 | 28.8 | 27.6 |
Onwards | 209.4 | 211.2 |
Total undiscounted lease liabilities | 372.3 | 367.1 |
Less present value discount | (142.6) | (136.8) |
Lease liabilities included in the balance sheet | 229.7 | 230.3 |
| Presented as: | ||
Current | 22.3 | 21.1 |
Non-current | 207.4 | 209.2 |
229.7 | 230.3 |
The lease liability has decreased from £230.3m to £229.7m due to additions of £18.0m, interest charges of £14.1m and modifications of £2.7m,
offset with repayments of £34.8m and foreign exchange movements of £0.6m. The overall net lease liability has increased from £21.6m to
£23.0m, as the level of repayments of lease liabilities and receipts on lease receivables for our back-to-back property leases has remained
consistent, and lease payments on our properties and equipment leases were offset with additions and interest charges.
Amounts recognised in the income statement
| 52 weeks ended | 53 weeks ended | |
| 29 December 2024 | 31 December 2023 | |
| £m | £m | |
Interest income on lease receivables | 13.0 | 12.7 |
Interest expense on lease liabilities | (14.1) | (13.8) |
Income relating to short-term leases | 0.9 | 1.1 |
Expenses relating to short-term leases – property | (0.9) | (0.9) |
Expenses relating to short-term leases – equipment | (3.1) | (3.5) |
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| At 29 December 2024 | At 31 December 2023 | |
| £m | £m | |
Amounts owed by associates and joint ventures* | 3.9 | – |
Loans to franchisees* | 4.4 | 2.9 |
Other receivables* | 0.8 | 0.8 |
9.1 | 3.7 |
| At 29 December 2024 | At 31 December 2023 | |
| £m | £m | |
Trade receivables* | 15.5 | 14.7 |
Amounts owed by associates and joint ventures* | 3.1 | 3.1 |
Loans to franchisees* | 0.8 | 0.7 |
Other receivables* | 6.8 | 2.6 |
Prepayments | 8.8 | 5.6 |
Accrued income* | 24.2 | 24.9 |
NAF deficit* | 1.1 | – |
Total | 60.3 | 51.6 |
| At 29 December 2024 | At 31 December 2023 | |
| £m | £m | |
Sterling | 14.6 | 14.0 |
Euro | 0.9 | 0.7 |
15.5 | 14.7 |
146 Domino’s Pizza Group plc Annual Report & Accounts 2024
NOTES TO THE GROUP FINANCIAL STATEMENTS
52 WEEKS ENDED 29 DECEMBER 2024 continued
16. Trade and other receivables continued
| Past due | ||||
| Total | Not past due | <30 days | >30 days | |
| £m | £m | £m | £m | |
At 29 December 2024 | 15.5 | 15.3 | 0.0 | 0.2 |
At 31 December 2023 | 14.7 | 14.6 | 0.1 | – |
| At 29 December 2024 | At 31 December 2023 | |
| £m | £m | |
Amounts owed by associates | 6.9 | 1.4 |
Amounts owed by joint ventures | 0.1 | 1.7 |
7.0 | 3.1 |
| Trading balance | Loan balance | Total | |
| £m | £m | £m | |
At 25 December 2022 | 1.8 | 9.5 | 11.3 |
Movement in trading balance | 1.3 | – | 1.3 |
Movement in loan balance | – | (9.5) | (9.5) |
At 31 December 2023 | 3.1 | – | 3.1 |
Movement in loan balance | – | 3.9 | 3.9 |
At 29 December 2024 | 3.1 | 3.9 | 7.0 |
| At 29 December 2024 | At 31 December 2023 | |
| £m | £m | |
NAF surplus | 37.1 | 29.8 |
eCommerce fund deficit | (38.2) | (29.8) |
Net NAF and eCommerce debtor | (1.1) | – |
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| Joint ventures | Associates | |
| £m | £m | |
Balance at 25 December 2022 | 4.6 | 20.8 |
Underlying profit for the period | 0.1 | 1.9 |
Dividends received | (0.3) | (1.9) |
Balance at 31 December 2023 | 4.4 | 20.8 |
Underlying profit for the period | 0.3 | 3.0 |
Dividends received | – | (2.5) |
Balance at 29 December 2024 | 4.7 | 21.3 |
| 52 weeks ended | 53 weeks ended | |
| 29 December 2024 | 31 December 2023 | |
| £m | £m | |
| Share of post-tax profits/(losses) of associates | ||
Full House Restaurants Holdings Limited | 2.7 | 2.8 |
Northern Ireland JV | 0.3 | (0.9) |
3.0 | 1.9 | |
| Share of post-tax profits of joint ventures | ||
Domino’s Pizza West Country Limited | 0.3 | 0.1 |
3.3 | 2.0 |
148 Domino’s Pizza Group plc Annual Report & Accounts 2024
NOTES TO THE GROUP FINANCIAL STATEMENTS
52 WEEKS ENDED 29 DECEMBER 2024 continued
17. Investments in associates and joint ventures continued
Full House | Victa | |||
| 2024 | 2023 | 2024 | 2023 | |
| £m | £m | £m | £m | |
Non-current assets | 32.5 | 33.6 | 46.9 | 46.1 |
Current assets | 13.0 | 13.8 | 3.5 | 3.2 |
Current liabilities | (7.6) | (7.7) | (28.5) | (29.1) |
Non-current liabilities | (13.0) | (15.1) | (7.1) | (6.0) |
Net assets | 24.9 | 24.6 | 14.8 | 14.2 |
The Group’s share of interest in associate undertaking’s net assets | 12.2 | 12.0 | 6.8 | 6.5 |
Goodwill and transaction costs | 2.3 | 2.3 | – | – |
Group’s carrying amount of the investment | 14.5 | 14.3 | 6.8 | 6.5 |
Revenue | 74.2 | 73.5 | 34.8 | 32.3 |
Profit/loss for the period | 5.6 | 5.7 | 0.6 | (2.0) |
Total comprehensive income/(expense) for the year | 5.6 | 5.7 | 0.6 | (2.0) |
Group’s share of profit/(loss) for the period | 2.7 | 2.8 | 0.3 | (0.9) |
Dividends received | 2.5 | 1.9 | – | – |
At 29 December 2024 | At 31 December 2023 | |
| West Country | West Country | |
| £m | £m | |
| Summary of joint venture’s balance sheets | ||
Current assets | 7.7 | 6.3 |
Non-current assets | 4.7 | 5.0 |
Current liabilities | (2.6) | (2.0) |
Non-current liabilities | (1.2) | (1.3) |
Net assets | 8.6 | 8.0 |
Group’s share of interest in joint venture’s net assets | 4.3 | 4.0 |
Goodwill and transaction costs | 0.4 | 0.4 |
Group’s carrying amount of the investment | 4.7 | 4.4 |
| Within joint venture’s balance sheets: | ||
Cash and cash equivalents | 6.6 | 5.5 |
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| 52 weeks ended | 53 weeks ended | |
| 29 December 2024 | 31 December 2023 | |
| West Country | West Country | |
| £m | £m | |
| Summary of joint venture’s income statement | ||
Revenue | 15.9 | 15.6 |
Profit after tax for the year | 0.5 | 0.2 |
Total comprehensive income for the year | 0.5 | 0.2 |
Group’s share of profit for the year | 0.3 | 0.1 |
Dividends received | – | 0.3 |
| Profit after tax for the year includes: | ||
Depreciation and amortisation | 0.5 | 0.5 |
Income tax expense | (0.2) | 0.1 |
18. Inventories
| At 29 December 2024 | At 31 December 2023 | |
| £m | £m | |
Raw materials | 0.8 | 0.7 |
Finished goods and goods for sale | 8.4 | 10.7 |
Total inventories at lower of cost or estimated net realisable value | 9.2 | 11.4 |
Provisions against inventories were £0.9m (2023: £1.9m) and amounts were written off against cost of sales of £nil (2023: £nil).
| At 29 December 2024 | At 31 December 2023 | |
| £m | £m | |
Cash at bank and in hand | 52.2 | 52.1 |
Total cash at bank and in hand | 52.2 | 52.1 |
| At 29 December 2024 | At 31 December 2023 | |
| £m | £m | |
Sterling | 44.0 | 40.4 |
Euro | 8.1 | 11.0 |
US Dollar | 0.1 | 0.1 |
Swiss Franc | – | 0.6 |
52.2 | 52.1 |
150 Domino’s Pizza Group plc Annual Report & Accounts 2024
NOTES TO THE GROUP FINANCIAL STATEMENTS
52 WEEKS ENDED 29 DECEMBER 2024 continued
| At 29 December 2024 | At 31 December 2023 | |
| £m | £m | |
| Included in current liabilities: | ||
Trade payables* | 23.1 | 16.4 |
Other taxes and social security costs | 6.0 | 5.8 |
Other payables* | 33.3 | 33.6 |
Accruals* | 54.2 | 55.1 |
Deferred income | 1.8 | 0.5 |
118.4 | 111.4 | |
| Included in non-current liabilities: | ||
Deferred income | 0.5 | 0.2 |
0.5 | 0.2 |
| At 29 December 2024 | At 31 December 2023 | |
| £m | £m | |
| Current | ||
Share buyback obligations | – | 6.1 |
– | 6.1 | |
| Non-current | ||
Bank revolving facility | 19.1 | 85.8 |
Private Placement Loan Notes | 298.6 | 199.1 |
317.7 | 284.9 |
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| At 29 December 2024 | At 31 December 2023 | |
| £m | £m | |
Non current | 2.0 | – |
Current | – | 0.3 |
2.0 | 0.3 |
| Reversionary | |||||
| share plan | Dilapidations | Other | |||
| provisions | provisions | Driver case | provisions | Total | |
| £m | £m | provisions £m | £m | £m | |
At 25 December 2022 | 13.0 | 1.0 | – | 1.3 | 15.3 |
Arising during the period | – | 0.4 | – | – | 0.4 |
Utilised during the period | (11.9) | – | – | – | (11.9) |
At 31 December 2023 | 1.1 | 1.4 | – | 1.3 | 3.8 |
Arising on acquisition of subsidiaries | – | 1.6 | 2.6 | – | 4.2 |
Arising during the period | – | 0.7 | – | 0.2 | 0.9 |
Utilised during the period | (1.1) | – | (0.4) | – | (1.5) |
Released during the period | – | (1.0) | – | (0.7) | (1.7) |
At 29 December 2024 | – | 2.7 | 2.2 | 0.8 | 5.7 |
| At 29 December 2024 | At 31 December 2023 | |
| £m | £m | |
Current | 3.0 | 2.0 |
Non-current | 2.7 | 1.8 |
5.7 | 3.8 |
152 Domino’s Pizza Group plc Annual Report & Accounts 2024
NOTES TO THE GROUP FINANCIAL STATEMENTS
52 WEEKS ENDED 29 DECEMBER 2024 continued
23. Provisions continued
24. Financial risk management objectives and policies
The Group’s financial risk management objectives consist of identifying and monitoring risks which might have an adverse impact on the value
of the Group’s financial assets and liabilities, reported profitability or cash flows.
The main risks are foreign currency risk, credit risk, liquidity risk and interest rate risk. The Board reviews and agrees policies for managing each
of these risks, which are summarised below.
The Group has various financial assets such as trade receivables and cash, which arise directly from its operations. The Group’s principal
financial liabilities comprise bank revolving facilities, US Private Placement Notes, other loans and finance leases.
The Group’s treasury policy allows it to trade in derivatives to manage interest rate, commodity and foreign exchange risk.
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| Effect on profit | Effect on | ||
| Change in GBP/ | before tax | pre-tax equity | |
| EUR rate | £m | £m | |
2024 | +25% | (1.2) | (15.8) |
-25% | 2.0 | 26.3 | |
2023 | +25% | (1.3) | (3.0) |
-25% | 2.1 | 4.9 |
154 Domino’s Pizza Group plc Annual Report & Accounts 2024
NOTES TO THE GROUP FINANCIAL STATEMENTS
52 WEEKS ENDED 29 DECEMBER 2024 continued
24. Financial risk management objectives and policies continued
| Less than | 3 to 12 | 1 to 5 | More than | |||
| On demand | 3 months | months | years | 5 years | Total | |
| £m | £m | £m | £m | £m | £m | |
| At 29 December 2024 | ||||||
| Fixed rate borrowings | ||||||
Lease liabilities | – | 9.3 | 27.8 | 125.8 | 209.4 | 372.3 |
Private Placement Loan Notes | – | 4.3 | 10.2 | 240.9 | 126.9 | 382.3 |
| Floating rate borrowings | ||||||
Bank revolving facility | – | 0.8 | 2.4 | 25.1 | – | 28.3 |
| Non-interest bearing | ||||||
Trade and other payables | 0.2 | 109.7 | – | 1.0 | – | 110.9 |
0.2 | 124.1 | 40.4 | 392.8 | 336.3 | 893.8 |
| Less than | 3 to 12 | 1 to 5 | More than | |||
| On demand | 3 months | months | years | 5 years | Total | |
| £m | £m | £m | £m | £m | £m | |
| At 31 December 2023 | ||||||
| Fixed rate borrowings | ||||||
Lease liabilities | – | 8.8 | 26.3 | 120.8 | 211.2 | 367.1 |
Private Placement Loan Notes | – | 4.3 | 4.3 | 225.6 | – | 234.2 |
| Floating rate borrowings | ||||||
Bank revolving facility | – | 1.8 | 5.3 | 105.2 | – | 112.3 |
| Non-interest bearing | ||||||
Trade and other payables | 0.2 | 104.0 | 0.1 | 0.6 | – | 104.9 |
Share buyback obligation | – | 6.1 | – | – | – | 6.1 |
0.2 | 125.0 | 36.0 | 452.2 | 211.2 | 824.6 |
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| At 29 December 2024 | At 31 December 2023 | |
| £m | £m | |
Debt facilities | 317.7 | 284.9 |
Less: cash and cash equivalents | (52.2) | (52.1) |
Net debt | 265.5 | 232.8 |
Underlying EBIT | 125.0 | 116.2 |
Underlying depreciation, amortisation and impairment | 18.4 | 21.9 |
Underlying EBITDA | 143.4 | 138.1 |
Adjusted leverage ratio | 1.85 | 1.69 |
Underlying EBITDA | 143.4 | 138.1 |
Less EBITDA impact of IFRS 16 | (5.5) | (6.4) |
Adjusted underlying EBITDA | 137.9 | 131.7 |
Adjusted leverage ratio (excluding IFRS 16) | 1.93 | 1.77 |
156 Domino’s Pizza Group plc Annual Report & Accounts 2024
NOTES TO THE GROUP FINANCIAL STATEMENTS
52 WEEKS ENDED 29 DECEMBER 2024 continued
25. Financial instruments
Set out below is a comparison by classification of all the Group’s financial instruments at the end of the period:
| Fair value | Amortised cost | Carrying value | Fair value | Amortised cost | Carrying value | |
| 2024 | 2024 | 2024 | 2023 | 2023 | 2023 | |
| £m | £m | £m | £m | £m | £m | |
| Financial assets | ||||||
Trade receivables | – | 15.5 | 15.5 | – | 14.7 | 14.7 |
Other receivables | – | 7.6 | 7.6 | – | 3.4 | 3.4 |
Accrued income | – | 24.2 | 24.2 | – | 24.9 | 24.9 |
Loans to franchisees | – | 5.2 | 5.2 | – | 3.6 | 3.6 |
Cash and cash equivalents | – | 52.2 | 52.2 | – | 52.1 | 52.1 |
Lease receivables | – | 206.7 | 206.7 | – | 208.7 | 208.7 |
Deferred consideration receivable | – | 2.0 | 2.0 | – | 0.3 | 0.3 |
Amounts owed by associates and joint ventures | – | 7.0 | 7.0 | – | 3.1 | 3.1 |
NAF and eCommerce | – | 1.1 | 1.1 | – | – | – |
Investments | 11.5 | – | 11.5 | 10.3 | – | 10.3 |
| Financial liabilities | ||||||
Trade payables | – | 23.1 | 23.1 | – | 16.4 | 16.4 |
Other payables | – | 33.3 | 33.3 | – | 33.6 | 33.6 |
Accruals | – | 54.2 | 54.2 | – | 55.1 | 55.1 |
Bank revolving facility | – | 19.1 | 19.1 | – | 85.8 | 85.8 |
Private placement loan notes | – | 298.6 | 298.6 | – | 199.1 | 199.1 |
Lease liabilities | – | 229.7 | 229.7 | – | 230.3 | 230.3 |
Prepayments, deferred income and other tax and social security payables are not financial assets or liabilities and are therefore excluded from
the above analysis.
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| 52 weeks ended | 53 weeks ended | |||
| 29 December 2024 | 31 December 2023 | |||
Number | £ | Number | £ | |
At 1 January 2024 and 26 December 2022 | 396,404,901 | 2,064,610 | 422,619,455 | 2,201,144 |
Share issues | 6,700,909 | 34,901 | – | – |
Share buybacks | (8,393,062) | (43,714) | (26,214,554) | (136,534) |
At 29 December 2024 and 31 December 2023 | 394,712,748 | 2,055,797 | 396,404,901 | 2,064,610 |
158 Domino’s Pizza Group plc Annual Report & Accounts 2024
NOTES TO THE GROUP FINANCIAL STATEMENTS
52 WEEKS ENDED 29 DECEMBER 2024 continued
26. Share capital and reserves continued
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27. Disposals
London corporate stores
During the period, the Group disposed of its London corporate stores, generating a profit on disposal of £21.4m as follows:
| £m | |
Cash received on disposal | 32.8 |
Deferred consideration | 2.0 |
Total consideration | 34.8 |
Net assets disposed excluding cash (see below) | (12.9) |
Profit on disposal before professional fees | 21.9 |
Cost associated with disposal | (0.5) |
Total profit on disposal | 21.4 |
Intangible assets | 11.7 |
Property, plant and equipment | 2.1 |
Right-of-use assets | 7.2 |
Inventories, trade receivables and trade and other payables | 0.1 |
Deferred tax assets | 0.2 |
Lease liabilities | (7.2) |
Provisions | (1.2) |
Net assets disposed excluding cash | 12.9 |
Investment in Daytona JV Limited
In June 2023, the Group disposed of its 33.3% interest in Daytona JV Limited. The Group received £79.9m, of which £70.6m related to the
investment in Daytona JV limited and £9.3m related to the repayment of the loan. Included in the cash received on disposal is a £1.8m gain on a
forward foreign currency contract that was entered into to provide certainty to the Group over cash flows received on disposal. The profit on
disposal is analysed as follows:
| Daytona JV | |
| Limited | |
| £m | |
Cash received on disposal | 70.6 |
Carrying amount of investment disposed | (32.4) |
Currency translation gain transferred from translation reserve | 2.5 |
Profit on disposal before professional fees | 40.7 |
Professional fees relating to the disposal | (0.1) |
Total profit on disposal of investment | 40.6 |
The profits arising from the disposal have been treated as non-taxable on the basis the disposal falls under the Substantial Shareholding
Exemption.
160 Domino’s Pizza Group plc Annual Report & Accounts 2024
NOTES TO THE GROUP FINANCIAL STATEMENTS
52 WEEKS ENDED 29 DECEMBER 2024 continued
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| £m | |
Cash paid on acquisition | 37.3 |
Cash acquired | (4.8) |
Net cash consideration | 32.5 |
Non-cash consideration – Share issue | 22.3 |
Total consideration transferred | 54.8 |
| Fair value of net assets acquired | |
Property, plant and equipment | 2.9 |
Intangible assets | 22.4 |
Right-of-use-assets | 6.3 |
Deferred tax assets | 0.6 |
Trade and other receivables | 2.0 |
Inventories | 0.2 |
Total assets acquired | 34.4 |
Current tax liabilities | (0.3) |
Deferred tax liabilities | (3.7) |
Financial liabilities | (16.3) |
Provisions | (4.2) |
Lease liabilities | (6.3) |
Trade and other payables | (3.5) |
Total liabilities acquired | (34.3) |
Net identifiable assets acquired at fair value | 0.1 |
| Goodwill arising on acquisition | |
Consideration transferred | 54.8 |
Previously held investment in Shorecal | 10.0 |
Non-controlling interest | – |
Fair value of net assets acquired | (0.1) |
Goodwill | 64.7 |
162 Domino’s Pizza Group plc Annual Report & Accounts 2024
NOTES TO THE GROUP FINANCIAL STATEMENTS
52 WEEKS ENDED 29 DECEMBER 2024 continued
29. Share-based payments
The expense recognised for share-based payments in respect of employee services received during the 52 weeks ended 29 December 2024
was £4.0m (2023: £3.8m).
2012 Long Term Incentive Plan (‘2012 LTIP’)
At the 2012 AGM, shareholders approved the adoption of LTIP rules which allow for either the grant of market value options or performance
shares. Awards are approved and granted at the discretion of the Remuneration Committee to Senior Executives and other employees. All
awards are capable of vesting within a three-year period should certain performance targets be achieved by the Group. For certain Senior
Executives, awards that vest are subject to a further two-year holding period. 391,705 shares were exercised during the period (2023: 148,948).
The weighted average share price for options exercised during 2024 was 295p (2023: 394p).
2016 Long Term Incentive Plan (‘2016 LTIP’)
At the 2016 AGM, shareholders approved the adoption of new LTIP rules which allow for either the grant of market value options or
performance shares. Awards are approved and granted at the discretion of the Remuneration Committee to Senior Executives and other
employees. All awards are capable of vesting within a three to five-year period should certain performance targets be achieved by the Group.
For certain Senior Executives, awards that vest are subject to a further two-year holding period. No shares exercised during the period
(2023: nil).
2022 Long Term Incentive Plan (‘2022 LTIP’)
At the 2022 AGM, shareholders approved the adoption of LTIP rules which allow for either the grant of market value options or performance
shares. Awards are approved and granted at the discretion of the Remuneration Committee to Senior Executives and other employees. All
awards are capable of vesting within a three-year period should certain performance targets be achieved by the Group. For certain Senior
Executives, awards that vest are subject to a further two-year holding period. 41,957 shares were exercised during the period (2023: 128,969).
The weighted average share price for options exercised during 2024 was 327p (2023: 310p).
During the period, the Group granted 1,082,242 awards (2023: 6,865,923) by way of a Share Appreciation Rights scheme (“SAR”). The strike
price for these shares range between 459p and 541p. These shares will vest over a period of 5 years, with a third of the shares vesting 3 years
after grant date and the remaining two thirds vesting in year 4 and year 5 respectively.
Restricted Share Unit Plan (‘2021 RSU’)
During 2021, the Group established a Restricted Share Unit Plan. Employees are eligible for grants at the discretion of the Remuneration
committee, who also determine the conditions attached to the grants. 55,497 shares were exercised during the period (2023: 27,739). The
weighted average share price for options exercised during 2024 was 361p (2023: 268p).
Deferred Share Bonus Plan (‘DSBP’)
Under the terms of annual bonus arrangements with Senior Executives, bonus payments can be settled partially in cash and partially in shares
of the Company, with the shares element typically deferred for a two or three-year period and lapsing in certain circumstances connected with
leaving the Company. 50,778 shares were exercised during the period (2023: 47,835) The weighted average share price for options exercised
during 2024 was 313p (2023: 329p).
All of the Company’s DSBP, 2012 LTIP and 2016 LTIP awards are accounted for as equity settled. A small number of the LTIP and all of the DSBP
awards include entitlement to the equivalent dividends that would have been paid on vested shares in the period between grant date and the
dividend equivalent end date. These dividend entitlements, referred to as dividend equivalent awards, can be equity settled or cash settled at
the discretion of the Remuneration Committee. Equity settled accounting treatment was elected at the point of granting all dividend equivalent
awards. Where dividend equivalent awards are subsequently settled in cash, the settling cash payment is accounted for as a repurchase of an
equity interest.
Further information on the DSBP, the 2012 LTIP the 2016 LTIP and the 2022 LTIP awards is given in the Executive Director policy table on
pages 76 to 79 of the Directors’ remuneration report. There were no cash payments (2023: £nil) made during the 52 weeks ended 29 December
2024 settling dividend equivalent awards, recorded as a repurchase of equity as shown in the statement of changes in equity.
Sharesave Scheme
During 2009, the Group introduced a Sharesave scheme giving employees the option to acquire shares in the Company at a 20% discount.
Employees have the option to save an amount per month up to a maximum of £500 and, at the end of three years, they have the option to
purchase shares in the Company or to take their savings in cash. The contractual life of the scheme is three years. The weighted average share
price for options exercised during the period was 327p (2023: 349p).
163Domino’s Pizza Group plc Annual Report & Accounts 2024
governanceStrategic report financial statements
Estimating fair value
The fair value of awards granted is estimated at the date of grant using Stochastic and Black-Scholes models, taking into account the terms and
conditions upon which they were granted. Total Shareholder Return (‘TSR’) is generated for the Company and the comparator group at the end
of the three-year performance period. The expected volatility reflects the assumption that the historical volatility over a period similar to the
life of the options is indicative of future trends, which may not necessarily be the actual outcome. The following table summarises the inputs
used in the fair value models for grants made in the period ended 29 December 2024, together with the fair values calculated by those models:
| 52 weeks ended | 53 weeks ended | |
| 29 December 2024 | 31 December 2023 | |
Weighted average fair value | 168.77p | 120.58p |
Weighted average share price at grant | 323.97p | 391.32p |
Weighted average exercise price | 203.32p | 27.09p |
Weighted average expected term | 3 years | 3 years |
Expected dividend yield | 3.60% | 2.72% |
Risk-free rates | 3.96% | 4.28% |
Expected volatility | 31.25% | 31.45% |
Share options and awards outstanding
As at 29 December 2024, the following share options and awards were outstanding:
| Outstanding at | Exercised | Outstanding at | Weighted | Exercisable at | |||||
| 1 January | Granted during | during the | Forfeited during | 29 December | average | 29 December | |||
| 2024 | the period | period | the period | 2024 | remaining life | 2024 | |||
Scheme | Exercise price | Number | Number | Number | Number | Number | Years | Number | |
2012 | LTIP | – | 547,929 | – | (391,705) | (145,209) | 11,015 | – | 11,015 |
2016 | LTIP | – | 68,653 | – | – | (68,653) | – | – | – |
2022 | LTIP | – | 2,637,244 | 1,524,326 | (41,957) | (108,044) | 4,011,569 | 1.63 | – |
2022 | LTIP – SAR | 459p to 541p | 6,865,923 | 1,082,242 | – | (100,000) | 7,848,165 | 2.60 | – |
2021 | RSU | – | 55,497 | 43,599 | (55,497) | – | 43,599 | 0.09 | – |
DSBP | – | 10,342 | 94,821 | (50,778) | – | 54,385 | 2.04 | – | |
Sharesave Scheme | 193p to 305p | 1,461,250 | 367,660 | (132,886) | (247,228) | 1,448,796 | 1.53 | 11,093 | |
11,646,838 | 3,112,648 | (672,823) | (669,134) | 13,417,529 | 22,108 | ||||
Weighted average exercise price | 348.38p | 203.32p | 56.23p | 170.24p | 338.26p |
As at 31 December 2023, the following share options and awards were outstanding:
| Outstanding at | Outstanding at | Weighted | Exercisable at | ||||||
| 26 December | Granted during | Exercised during | Forfeited during | 31 December | average | 31 December | |||
| 2022 | the period | the period | the period | 2023 | remaining life | 2023 | |||
Scheme | Exercise price | Number | Number | Number | Number | Number | Years | Number | |
2012 | LTIP | – | 1,405,817 | – | (148,948) | (708,940) | 547,929 | 0.68 | – |
2016 | LTIP | – | 68,653 | – | – | – | 68,653 | – | – |
2022 | LTIP | – | 2,034,368 | 1,784,042 | (128,969) | (1,052,197) | 2,637,244 | 1.92 | – |
2022 | LTIP – SAR | 541p | – | 6,865,923 | – | – | 6,865,923 | 3.55 | – |
2021 | RSU | – | 83,236 | – | (27,739) | – | 55,497 | 0.21 | – |
DSBP | – | 19,223 | 38,954 | (47,835) | – | 10,342 | 2.17 | – | |
Sharesave Scheme | 193p to 305p | 1,059,268 | 1,232,980 | (196,787) | (634,211) | 1,461,250 | 2.06 | 33,740 | |
4,670,565 | 9,921,899 | (550,278) | (2,395,348) | 11,646,838 | 33,740 | ||||
Weighted average exercise price | 65.71p | 27.09p | 95.08p | 75.28p | 348.38p | – |
164 Domino’s Pizza Group plc Annual Report & Accounts 2024
NOTES TO THE GROUP FINANCIAL STATEMENTS
52 WEEKS ENDED 29 DECEMBER 2024 continued
30. Additional cash flow information
Other cash flows from investing activities
| 52 weeks ended | 53 weeks ended | ||
| 29 December 2024 | 31 December 2023 | ||
| Note | £m | £m | |
| Cash flows from investing activities | |||
Dividends received from investments | 0.1 | 0.8 | |
Dividends received from associates and joint ventures | 17 | 2.5 | 2.2 |
(Increase) / Decrease in loans to associates and joint ventures | 16 | (3.9) | 9.3 |
(1.3) | 12.3 |
Reconciliation of financing activities
| At 1 January | Exchange | Non-cash | At 29 December | ||
| 2024 | Cash flow | differences | movements | 2024 | |
| £m | £m | £m | £m | £m | |
Debt facilities | (284.9) | (32.5) | 0.4 | (0.7) | (317.7) |
Lease liabilities | (230.3) | 34.8 | 0.5 | (34.7) | (229.7) |
(515.2) | 2.3 | 0.9 | (35.4) | (547.4) |
| At | |||||
| At 26 December | Exchange | Non-cash | 31 December | ||
| 2022 | Cash flow | differences | movements | 2023 | |
| £m | £m | £m | £m | £m | |
Debt facilities | (283.7) | (0.8) | 0.2 | (0.6) | (284.9) |
Lease liabilities | (223.4) | 33.9 | 0.1 | (40.9) | (230.3) |
(507.1) | 33.1 | 0.3 | (41.5) | (515.2) |
The non-cash movements in lease liabilities primarily relate to additions and interest charges as set out in note 15.
Share purchases in cash flows from financing activities
| 52 weeks ended | 53 weeks ended | ||
| 29 December 2024 | 31 December 2023 | ||
| Note | £m | £m | |
Purchase of own shares – share buyback | 26 | (26.3) | (93.3) |
Purchase of own shares – employee benefit trust | 26 | – | (5.0) |
(26.3) | (98.3) |
Reconciliation to free cash flow
| 52 weeks ended | 53 weeks ended | |
| 29 December 2024 | 31 December 2023 | |
| £m | £m | |
Cash generated from operating activities | 103.5 | 113.5 |
Net interest paid | (15.7) | (13.1) |
Receipt of principal element on lease receivables | 16.2 | 15.0 |
Receipt of interest element on lease receivables | 13.0 | 12.6 |
Repayment of principal element on lease liabilities | (20.7) | (20.1) |
Repayment of interest element on lease liabilities | (14.1) | (13.8) |
Dividends | 2.6 | 3.0 |
Other | (0.1) | (0.1) |
84.7 | 97.0 |
165Domino’s Pizza Group plc Annual Report & Accounts 2024
governanceStrategic report financial statements
| Country of | Proportion of voting | ||
| Name of Company | incorporation | rights and share capital | Registered office |
| Directly held subsidiary undertakings | |||
DP Cyco Limited | Cyprus | 100% Ordinary | Rigas, 4, Omega Court, Floor 1, Limassol, 3095, Cyprus |
DP Cyco Switzerland Limited | Cyprus | 100% Ordinary | Rigas, 4, Omega Court, Floor 1, Limassol, 3095, Cyprus |
DP Realty Limited | England | 100% Ordinary | 1 Thornbury, West Ashland, Milton Keynes, MK6 4BB, United Kingdom |
DPG Holdings Limited | England | 100% Ordinary | 1 Thornbury, West Ashland, Milton Keynes, MK6 4BB, United Kingdom |
Lucere 2024 Limited | England | 100% Ordinary | 1 Thornbury, West Ashland, Milton Keynes, MK6 4BB, United Kingdom |
Lucas Funding Limited | Jersey | 100% Ordinary | 22 Grenville Street, St Helier, Jersey, JE4 8PX, Channel Islands |
Shorecal Limited | Republic of Ireland 100% Ordinary | Unit 1B, Willow Drive, Naas Enterprise Park, Naas, County Kildare, W91 | |
| YD60, Ireland | |||
| Zeus 12 Limited (previously DP Capital | England | 100% Ordinary | 1 Thornbury, West Ashland, Milton Keynes, MK6 4BB, United Kingdom |
| Limited) | |||
| Zeus 13 Limited (previously DP Group | England | 100% Ordinary | 1 Thornbury, West Ashland, Milton Keynes, MK6 4BB, United Kingdom |
| Developments Limited) | |||
| Indirectly held subsidiary undertakings | |||
Domino’s Pizza (Isle of Man) Limited | Isle of Man | 100% Ordinary | First Floor, Jubilee Buildings, Victoria Street, Douglas, IM1 2SH, Isle of Man |
Domino’s Pizza Germany (Holdings) Limited England | 100% Ordinary | 1 Thornbury, West Ashland, Milton Keynes, MK6 4BB, United Kingdom | |
Domino’s Pizza Germany Limited | England | 100% Ordinary | 1 Thornbury, West Ashland, Milton Keynes, MK6 4BB, United Kingdom |
DP Estates TBL Limited | England | 100% Ordinary | 1 Thornbury, West Ashland, Milton Keynes, MK6 4BB, United Kingdom |
DP Pizza Limited | Republic of Ireland | 100% Ordinary | Unit 1B Toughers Business Park, Newhall, Naas Co. Kildare, Ireland |
Domino’s Pizza UK & Ireland Limited | England | 100% Ordinary | 1 Thornbury, West Ashland, Milton Keynes, MK6 4BB, United Kingdom |
Karshan Limited | Republic of Ireland | 100% Ordinary | Unit 1B, Willow Drive, Naas Enterprise Park, Naas, County Kildare, W91 |
| YD60, Ireland | |||
Karshan (Letterkenny) Limited | Republic of Ireland | 51% Ordinary | Unit 1B, Willow Drive, Naas Enterprise Park, Naas, County Kildare, W91 |
| YD60, Ireland | |||
Karshan (Midlands) Limited | Republic of Ireland | 100% Ordinary | Unit 1B, Willow Drive, Naas Enterprise Park, Naas, County Kildare, W91 |
| YD60, Ireland | |||
Karshan (Naas) Limited | Republic of Ireland 100% Ordinary | Unit 1B, Willow Drive, Naas Enterprise Park, Naas, County Kildare, W91 | |
| YD60, Ireland | |||
K&M Pizzas Limited | Republic of Ireland | 100% Ordinary | Unit 1B, Willow Drive, Naas Enterprise Park, Naas, County Kildare, W91 |
| YD60, Ireland | |||
Pressgate Limited | Republic of Ireland | 100% Ordinary | Unit 1B, Willow Drive, Naas Enterprise Park, Naas, County Kildare, W91 |
| YD60, Ireland | |||
Remo Foods Limited | Republic of Ireland | 100% Ordinary | Unit 1B, Willow Drive, Naas Enterprise Park, Naas, County Kildare, W91 |
| YD60, Ireland | |||
Sarcon (No. 214) Limited | Northern Ireland | 100% Ordinary | 7 Seven Houses, Upper English Street, Armagh, BT61 7LA, Northern Ireland |
Sarcon (No. 341) Limited | Northern Ireland | 100% Ordinary | 7 Seven Houses, Upper English Street, Armagh, BT61 7LA, Northern Ireland |
Sell More Pizza Limited | England | 100% Ordinary | 1 Thornbury, West Ashland, Milton Keynes, MK6 4BB, United Kingdom |
Sheermans Harrow Limited | England | 100% Ordinary | 1 Thornbury, West Ashland, Milton Keynes, MK6 4BB, United Kingdom |
166 Domino’s Pizza Group plc Annual Report & Accounts 2024
NOTES TO THE GROUP FINANCIAL STATEMENTS
52 WEEKS ENDED 29 DECEMBER 2024 continued
| Country of | Proportion of voting | ||
| Name of Company | incorporation | rights and share capital | Registered office |
Sheermans Limited | England | 100% Ordinary | 1 Thornbury, West Ashland, Milton Keynes, MK6 4BB, United Kingdom |
Sheermans SS Limited | England | 100% Ordinary | 1 Thornbury, West Ashland, Milton Keynes, MK6 4BB, United Kingdom |
Victa Developments Limited | England | 100% Ordinary | 1 Thornbury, West Ashland, Milton Keynes, MK6 4BB, United Kingdom |
WAP Partners Limited | England | 100% Ordinary | 1 Thornbury, West Ashland, Milton Keynes, MK6 4BB, United Kingdom |
| Indirectly held associate undertakings | |||
Full House Restaurants Holdings Limited | England | 49% Ordinary | Centrum House, 36 Station Road, Egham, Surrey, TW20 9LF, United |
| Kingdom | |||
Victa DP Limited | England | 46% Ordinary | Unit 10, Evolution Wynyard Business Park, Wynyard, TS22 5TB, United |
| Kingdom | |||
| Indirectly held subsidiaries of associate undertakings | |||
ABD Pizzas Limited | Northern Ireland | 46% Ordinary | Office At Unit E6 Ronan Valley Business Park, 58/60 Ballyronan Road, |
| Magherafelt, Derry, BT45 6EW, Northern Ireland | |||
Borealis DP Limited | England | 46% Ordinary | Unit 10, Evolution Wynyard Business Park, Wynyard, TS22 5TB, United |
| Kingdom | |||
Classic Crust Limited | England | 49% Ordinary | Centrum House, 36 Station Road, Egham, Surrey, TW20 9LF, United |
| Kingdom | |||
DP Dungannon Limited | Northern Ireland | 46% Ordinary | Office At Unit E6 Ronan Valley Business Park, 58/60 Ballyronan Road, |
| Magherafelt, Derry, BT45 6EW, Northern Ireland | |||
DPNI Limited | England | 46% Ordinary | Unit 10, Evolution Wynyard Business Park, Wynyard, TS22 5TB, United |
| Kingdom | |||
Elite Pizzas Limited | Northern Ireland | 46% Ordinary | Office At Unit E6 Ronan Valley Business Park, 58/60 Ballyronan Road, |
| Magherafelt, Derry, BT45 6EW, Northern Ireland | |||
Full House Restaurants Limited | England | 49% Ordinary | Centrum House, 36 Station Road, Egham, Surrey, TW20 9LF, United |
| Kingdom | |||
House Special Limited | England | 49% Ordinary | Centrum House, 36 Station Road, Egham, Surrey, TW20 9LF, United |
| Kingdom | |||
JJE Enterprises Limited | England | 49% Ordinary | Centrum House, 36 Station Road, Egham, Surrey, TW20 9LF, United |
| Kingdom | |||
Sherston Limited | England | 49% Ordinary | Centrum House, 36 Station Road, Egham, Surrey, TW20 9LF, United |
| Kingdom | |||
Sunmead Limited | England | 49% Ordinary | Centrum House, 36 Station Road, Egham, Surrey, TW20 9LF, United |
| Kingdom | |||
Surrey Pizzas Limited | England | 49% Ordinary | Centrum House, 36 Station Road, Egham, Surrey, TW20 9LF, United |
| Kingdom | |||
The Woodpecker Inn Ltd | England | 49% Ordinary | Centrum House, 36 Station Road, Egham, Surrey, TW20 9LF, United |
| Kingdom | |||
| Direct Joint venture undertakings | |||
Domino’s Pizza West Country Limited | England | 50% Ordinary | 1 Thornbury, West Ashland, Milton Keynes, MK6 4BB, United Kingdom |
| Indirectly held subsidiaries of joint venture undertakings | |||
DA Hall Trading Limited | England | 50% Ordinary | 1 Thornbury, West Ashland, Milton Keynes, MK6 4BB, United Kingdom |
DAHT Limited | England | 50% Ordinary | 1 Thornbury, West Ashland, Milton Keynes, MK6 4BB, United Kingdom |
MLS Limited | England | 50% Ordinary | Aldreth, Pearcroft Road, Stonehouse, Gloucestershire GL10 2JY, |
| United Kingdom |
32. Related party transactions continued
167Domino’s Pizza Group plc Annual Report & Accounts 2024
governanceStrategic report financial statements
| 52 weeks ended | 53 weeks ended | |
| 29 December 2024 | 31 December 2023 | |
| Sales to related party | £m | £m |
Associates | 45.4 | 46.8 |
Joint ventures | 7.1 | 7.5 |
52.5 | 54.3 |
| At 29 December 2024 | At 31 December 2023 | |
| Amounts owed by related party | £m | £m |
Associates | 6.9 | 1.4 |
Joint ventures | 0.1 | 1.7 |
7.0 | 3.1 |
| 52 weeks ended | 53 weeks ended | |
| 29 December 2024 | 31 December 2023 | |
| £m | £m | |
Short-term employee benefits | 4.6 | 5.7 |
Post-employment benefits | 0.1 | 0.1 |
Termination benefits | – | 1.2 |
Share-based payment | 0.8 | 0.7 |
5.5 | 7.7 |
33. Post balance sheet events
On 10 March 2025, the Group purchased an additional 24% equity in Victa DP Limited. Prior to the acquisition, the Group held a 46% stake in
Victa DP Limited. Following this transaction, the Group’s total ownership in Victa DP Limited increased to 70%.
The net cash consideration for the acquisition amounted to £25.6 million, which consisted of an equity purchase of £7.2m, capital contribution
of £5.2m and debt provided of £19.4m, which was offset with receipts of amounts due to the Group for existing asset of £6.2m.
The fair value of the identifiable assets and liabilities of Victa DP Limited at the acquisition date will be determined and disclosed in the financial
statements for the 2025 financial year.
The acquisition occurred after the end of the financial year, which concluded on 29 December 2024, and therefore, is considered a post-balance
sheet event under IFRS. The financial impact of this acquisition is not reflected in the financial statements for the year ended 29 December
2024.
A final dividend has been proposed of 7.5p per share. Refer to note 12 for additional information.
168 Domino’s Pizza Group plc Annual Report & Accounts 2024
Company BALANCE SHEET
AT 29 DECEMBER 2024
Note
At 29 December 2024
£m
At 31 December 2023
£m
Fixed assets
Investment in subsidiary undertakings 3 79.7 10.0
Investment in associates and joint ventures 3 3.0 3.0
Investments 3 11.5 –
94.2 13.0
Current assets
Other receivables: falling due after one year 4 568.0 770.6
Other receivables: falling due within one year 4 210.0 130.3
Cash and cash equivalents 3.4 1.4
Deferred tax asset 7 – 0.2
781.4 902.5
Total assets 875.6 915.5
Liabilities: amounts falling due within one year
Other payables 5 (23.4) (14.5)
Financial liabilities – Share buyback obligation 6 – (6.1)
Provisions 8 – (1.3)
Total liabilities (23.4) (21.9)
Net assets 852.2 893.6
Shareholders’ equity
Called up share capital 9 2.1 2.1
Share premium account 71.9 49.6
Capital redemption reserve 0.5 0.5
Capital reserve – own shares (10.3) (12.5)
Other reserve 0.1 –
Retained earnings 787.9 853.9
Total shareholders’ funds 852.2 893.6
The loss for the 52-week period ended 29 December 2024 of the Company is £6 .1 m (2023: profit £42.7 m). The notes on pages 170 to 175 are
an integral part of these Company financial statements. The financial statements on pages 168 to 175 were approved by the Directors on
10 March 2025 and signed on their behalf by:
Andrew Rennie
Director
10 March 2025
Registered number: 03853545
169Domino’s Pizza Group plc Annual Report & Accounts 2024
governanceStrategic report financial statements
Note
Share
capital
£m
Share
premium
account
£m
Capital
redemption
reserve
£m
Capital reserve
– own shares
£m
Other
reserve
£m
Retained
Earnings
£m
Equity
shareholders’
funds
£m
At 25 December 2022 2.2 49.6 0.5 (9.0) – 940.7 984.0
Profit for the period – – – – – 42.7 42.7
Proceeds from share issues – – – 0.5 – – 0.5
Impairment of share issues – – – 1.0 – (1.0) –
Share buybacks 9 (0.1) – – (5.0) – (93.2) (98.3)
Share buyback obligation – – – – – (6.1) (6.1)
Share buyback obligation satisfied – – – – – 8.9 8.9
Share options and LTIP charge 10 – – – – – 3.8 3.8
Equity dividends paid 11 – – – – – (41.9) (41.9)
At 31 December 2023 2.1 49.6 0.5 (12.5) – 853.9 893.6
Loss for the period – – – – – (6.1) (6.1)
Gain on investments – – – – 0.1 – 0.1
Shares issued on acquisition of
subsidiary 3 – 22.3 – – – – 22.3
Proceeds from share issues – – – 0.4 – – 0.4
Impairment of share issues – – – 1.8 – (1.8) –
Share buybacks 9 – – – – – (26.3) (26.3)
Share buyback obligation satisfied – – – – – 6.1 6.1
Share options and LTIP charge 10 – – – – – 4.0 4.0
Tax on employee share options 11 – – – – – 0.1 0.1
Equity dividends paid – – – – – (42.0) (42.0)
At 29 December 2024 2.1 71.9 0.5 (10.3) 0.1 787.9 852.2
Company STATEMENT OF CHANGES IN EQUITY
52 WEEKS ENDED 29 DECEMBER 2024
170 Domino’s Pizza Group plc Annual Report & Accounts 2024
NOTES TO THE Company FINANCIAL STATEMENTS
52 WEEKS ENDED 29 DECEMBER 2024
1. Accounting policies
General information
General information
incorporated and domiciled in the United Kingdom. The address of its
registered office and principal place of business is disclosed in the
Directors’ report.
The Company’s financial statements are presented in Pounds
Sterling (£), which is also the Company’s functional currency.
The Company’s financial statements are individual entity
financial statements.
When referring to the 52 weeks ended 29 December 2024, ‘year’
and ‘period’ are used interchangeably.
As permitted by section 408 of the Companies Act 2006, the
income statement and the statement of comprehensive income of
the Parent Company have not been separately presented in these
financial statements.
Basis of preparation
These financial statements were prepared in accordance with FRS 101
Reduced Disclosure Framework and the Companies Act 2006. The
financial statements are prepared on a going concern basis under the
historical cost convention. Refer to note 2 of the Group financial
statements for disclosures related to going concern assessment.
The material accounting policies which follow set out those policies
which apply in preparing the financial statements for the 52 weeks
ended 29 December 2024 and have been applied consistently to all
years presented.
The Company has taken advantage of the following disclosure
exemptions under FRS 101 in respect of:
a) the requirements of IFRS 2: Share Based Payments;
b) the requirements of IFRS 7: Financial Instruments: Disclosures;
c) the requirements of IFRS 13: Fair Value Measurement;
d) the requirement IAS 1: Presentation of Financial Statements to
present certain comparative information and objectives, policies
and processes for managing capital;
e) the requirements of IAS 7: Statement of Cash Flows;
f) the requirements of IAS 8: Accounting Policies, Changes in
Accounting Estimates and Errors to disclose IFRSs issued but
not effective;
g) the requirements of IAS 24: Related Party Disclosures to present
key management personnel compensation and intra-group
transactions including wholly owned subsidiaries; and
h) the requirements in IAS 24: Related Party Disclosures to disclose
related party transactions entered into between two or more
members of a group, provided that any subsidiary which is a party
to the transaction is wholly owned by such a member.
The basis for all of the above exemptions is because equivalent
disclosures are included in the consolidated financial statements of
the Group in which the entity is consolidated.
Investments
Investments held in subsidiaries are stated at cost less provision for
impairment. The Company assesses these investments for impairment
wherever events or changes in circumstances indicate that the
carrying value of an investment may not be recoverable. If any such
indication of impairment exists, the Company makes an estimate of
the recoverable amount. If the recoverable amount is less than the
value of the investment, the investment is considered to be impaired
and is written down to its recoverable amount. An impairment loss is
recognised immediately in the income statement.
Investments in associates and joint ventures are stated at cost less
provision for impairment.
Investments in companies below the threshold of an associate are
held at fair value, with gains or losses recognised through other
comprehensive income.
Capital reserve – own shares
Treasury shares held by the Employee Benefit Trust are classified in
capital and reserves as ‘Capital reserve – own shares’ and recognised
at cost. No gain or loss is recognised on the purchase or sale of
such shares.
Share-based payment transactions
Directors of the Company receive an element of remuneration in the
form of share-based payment transactions, whereby employees
render services as consideration for equity instruments.
The awards vest when certain performance and/or service conditions
are met; see the Directors’ remuneration report for the individual
vesting conditions for the various schemes.
The cost of equity-settled transactions with employees is measured
by reference to the fair value at the date at which they are granted
and is recognised as an expense over the vesting period, which ends
on the date on which the relevant employees become fully entitled to
the award. Fair value is determined by an external value using an
appropriate pricing model. In valuing equity-settled transactions, no
account is taken of any vesting conditions, other than conditions
linked to the price of the shares of the Company (market conditions).
No expense is recognised for awards that do not ultimately vest,
except for awards where vesting is conditional upon a market
condition, which are treated as vesting irrespective of whether the
market condition is satisfied, provided that all other performance
conditions are satisfied.
171Domino’s Pizza Group plc Annual Report & Accounts 2024
governanceStrategic report financial statements
At each balance sheet date before vesting, the cumulative expense is
calculated, representing the extent to which the vesting period has
expired, management’s best estimate of the achievement or otherwise
of non-market conditions and the number of equity instruments that
will ultimately vest or, in the case of an instrument subject to a market
condition, be treated as vesting as described above. The movement in
the cumulative expense since the previous balance sheet date is
recognised in the income statement, with a corresponding entry
into equity.
Where the terms of an equity-settled award are modified or a new
award is designated as replacing a cancelled or settled award, the cost
based on the original award terms continues to be recognised over the
original vesting period. In addition, an expense is recognised over the
remainder of the new vesting period for the incremental fair value of
any modification, based on the difference between the fair value of
the original award and the fair value of the modified award, both as
measured on the date of the modification. No reduction is recognised
if this difference is negative.
Where an equity-settled award is cancelled, it is treated as if it had
vested on the date of cancellation, and any cost not yet recognised
in the income statement for the award is expensed immediately.
Any compensation paid up to the fair value of the award at the
cancellation or settlement date is deducted from equity, with
any excess over fair value being treated as an expense in the
income statement.
The Company recharges the cost of equity-settled transactions to the
respective employing entity, with a corresponding increase in equity
and investment in subsidiary undertakings booked with Domino’s
Pizza Group plc.
Cash and cash equivalents
Cash and short-term deposits in the balance sheet comprise cash at
bank and on hand and short-term deposits with a maturity of three
months or less, which are subject to an insignificant risk of changes
in value.
For the purpose of the consolidated statement of cash flows, cash
and cash equivalents consist of cash as defined above.
Provisions for liabilities
A provision is recognised where the Company has a legal or
constructive obligation as a result of a past event and it is probable
that an outflow of economic benefits will be required to settle
the obligation.
Interest bearing loans and borrowings
Obligations for loans and borrowings are recognised when the
Company becomes party to the related contracts and are measured
initially at fair value less directly attributable transaction costs.
After initial recognition, interest bearing loans and borrowings are
subsequently measured at amortised cost using the effective interest
method. Gains and losses arising on the repurchase, settlement or
otherwise cancellation of liabilities are recognised respectively in
finance revenue and finance cost.
2. Profit attributable to members of the parent company
The loss for the 52-week period ended 29 December 2024 of the
Company is £6.1m (2023: £42.7m profit).
In previous years, the Company received a dividend of £1.1bn from
DPG Holdings Limited. The dividend was received following a capital
reduction performed in DPG Holdings. The amount received has been
held as an amount due from Group undertakings, and repayments
over this amount have been received during the year. The amount
considered recoverable in one year at 29 December 2024 is £188.4m,
which is redeemable on demand or before 31 August 2025, and the
remaining £567.1m remains due after more than one year.
Andrew Rennie and Edward Jamieson are the only Executive Directors
employed by the Company as at 29 December 2024. They are the only
employees of the Company during the period.
The total amount of remuneration paid to the Directors for the
52-week period ended 29 December 2024 was £2.3m (2023: £3.2m).
£1.0m of this was attributed to the highest paid Director
(2023: £1.5m). Pension contributions were also paid to 2 directors
(2023: four), which totalled £0.1m (2023: £0.1m). Two directors
exercised share options during the year (2023: one). No directors
received vested shares under share schemes (2023: none). Social
security costs for the Directors were £0.2m (2023: £0.3m).
Information regarding Directors’ remuneration is included in the
Directors’ remuneration report on pages 72 to 98.
For details of audit fees, see note 5 of the Group financial statements.
172 Domino’s Pizza Group plc Annual Report & Accounts 2024
NOTES TO THE Company FINANCIAL STATEMENTS
52 WEEKS ENDED 29 DECEMBER 2024 continued
3. Investments
Cost or valuation
Subsidiary
undertakings
£m
Associates and
joint
ventures
£m
Other
investments
£m
Total
£m
At 31 December 2023 10.0 3.0 – 13.0
Additions 69.7 – 11.4 81.1
Fair value gain – – 0.1 0.1
At 29 December 2024 79.7 3.0 11.5 94.2
Details of the investments in which the Company holds 20% or more of the nominal value of any class of share capital are detailed in note 32
of the Group financial statements.
On the 10th of April 2024, the Company acquired 100% of the share capital in Shorecal Limited, a private company registered in the Republic
of Ireland that operates Domino’s franchise stores in Ireland. The Company acquired 15% of the share capital from its indirect subsidiary,
Domino’s Pizza UK & Ireland Limited at its fair value. The remaining 85% share capital was acquired for a total consideration of £59.6m which
included cash consideration of £37.3m and share consideration of £22.3m which relates to a share issue of 6,700,909 shares in the Company.
On the 15th of April 2024, the Company acquired 12.1% of the issued ordinary share capital of DP Poland plc, an AIM-listed company based in
the UK, for a cost of £11.4m, which includes transaction costs of £0.4m. An election has been made for the equity instrument to be designated
as fair value through other comprehensive income. The fair value of the investment at the balance sheet date is £11.5m resulting in a fair value
gain of £0.1m which has been recognised in other comprehensive income.
4. Other receivables
Falling due after one year
At 29 December 2024
£m
At 31 December 2023
£m
Amounts owed by Group undertakings 567.1 769.3
Other asset 0.9 1.3
568.0 770.6
Falling due within one year
At 29 December 2024
£m
At 31 December 2023
£m
Amounts owed by Group undertakings 205.0 130.0
Amounts owed by associates and joint ventures 0.2 0.2
Other receivables 4.8 0.1
210.0 130.3
Amounts owed by Group undertakings are repayable on demand. This receivable is classified as non-current as the Parent has no intention
to call on repayment in the next 12 months.
The other asset of £0.9m (2023: £1.3m) relates to bank facility fees paid which will be recovered through recharging to subsidiary companies
based on usage of the facility.
Other receivables primarily relate to amounts owed from the beneficiaries of the Group’s historical share-based compensation arrangements.
Refer to note 16 of the Group financial statement for more details.
5. Other payables
At 29 December 2024
£m
At 31 December 2023
£m
Amounts owed to Group undertakings 18.9 13.9
Other creditors 0.5 0.5
Accruals 4.0 0.1
23.4 14.5
Accruals mainly relate to strategy costs from an uncomplete acquisition. Refer to note 6 of the Group financial statements for more details.
173Domino’s Pizza Group plc Annual Report & Accounts 2024
governanceStrategic report financial statements
6. Financial liabilities
Share buyback obligation
In the prior year, the Group entered into an irrevocable non-discretionary programme with Numis Securities Limited to purchase up to a
maximum of £70.0m of shares from 29 August 2023. During 2023, 17,152,705 shares were purchased for a consideration of £63.9m.
The remaining share buybacks and unpaid amounts outstanding at 31 December 2023 of £6.1m were recognised as a financial liability.
This obligation was settled during 2024.
Debt facilities
At 29 December 2024, the Group had a total of £500m (2023: £400m) of debt facilities, of which £180m (2023: £112.9m) was undrawn.
The facilities include a £200m multi-currency revolving credit facility (RCF) and £300m (2023: £200m) of US private placement loan
notes (USPP). Arrangement fees of £1.9m and £2.0m were incurred on the RCF and USPP respectively.
Private placement loan notes
The USPP loan notes issued in 2022 mature on 27th July 2027. Arrangement fees of £0.7m (2023: £0.9m) directly incurred in relation to this
USPP are included in the carrying values of the loan notes and are being amortised over the remaining loan term. Interest is charged at 4.26%
per annum.
On 20 June 2024, the Group issued an additional £100m USPP loan notes. Arrangement fees of £0.7m directly incurred in relation to this
USPP are included in the carrying values of the loan notes and are being amortised over the loan term. Interest is charged at 5.97% per annum.
The USPP loan notes are secured by an unlimited cross guarantee between the same legal entities that are guaranteeing the revolving
credit facility.
Bank revolving facility
The £200m revolving credit facility expires on 27 July 2027. Arrangement fees of £0.9m (2023: £1.3m) directly incurred in relation to the
RCF are included in the carrying values of the facility and are being amortised over the extended term of the facility.
Interest charged on the revolving credit facility ranges from 1.85% per annum above SONIA (or equivalent) when the Group’s leverage is less
than 1:1 up to 2.85% per annum above SONIA for leverage above 2.5:1. A further utilisation fee is charged if over one-third is utilised at 0.15%,
which rises to 0.30% of the outstanding loans if over two-thirds is drawn. In addition, a commitment fee is calculated on undrawn amounts
based on 35% of the current applicable margin.
The RCF is secured by an unlimited cross guarantee between Domino’s Pizza Group plc, DPG Holdings Limited, Domino’s Pizza UK & Ireland
Limited, DP Realty Limited, DP Pizza Limited, Sell More Pizza Limited, Sheermans SS Limited, Sheermans Limited, Shorecal Limited, Karshan
Limited, K&M Pizzas Limited and Sarcon No 214 Limited.
An ancillary overdraft and pooling arrangement was in place with Barclays Bank Plc for £20.0m covering the Companies, Domino’s Pizza
Group plc, DPG Holdings Limited, Domino’s Pizza UK & Ireland Limited, DP Realty Limited, DP Pizza Limited, Sell More Pizza Limited,
Sheermans SS Limited and Sheermans Limited. Interest is charged for the overdraft at the same margin as applicable to the revolving credit
facility above SONIA.
7. Deferred tax asset
At 29 December 2024
£m
At 31 December 2023
£m
Deferred tax asset – 0.2
– 0.2
In the prior year the deferred tax asset of £0.2m related to the reversionary share plan referred to in note 23 of the Group financial statements.
174 Domino’s Pizza Group plc Annual Report & Accounts 2024
NOTES TO THE Company FINANCIAL STATEMENTS
52 WEEKS ENDED 29 DECEMBER 2024 continued
8. Provisions
Reversionary
share plan
provisions
£m
Other
£m
Total
£m
At 31 December 2023 1.1 0.2 1.3
Utilised (1.1) (0.2) (1.3)
At 29 December 2024 – – –
Reversionary share plan provisions
As discussed more fully in note 23 of the Group financial statements, the employment tax provision relates to certain of the Group’s
historical share-based compensation arrangements with grant dates dating from 2003 to 2010 as well as options with vesting dates from
2012 through 2014.
During the prior period £11.9m was paid in relation to the provision made for the compensation arrangements and in the current year the
remaining amount was paid. This settled all of the Group’s obligations relating to the historical sare-based compensation arrangements.
Other provisions
Other provisions relating to liabilities resulting from the disposal of subsidiaries were utilised in the period.
9. Share capital and reserves
Allotted, called up and fully paid share capital of 25/48p per share
52 weeks ended
29 December 2024
53 weeks ended
31 December 2023
Number £ Number £
At 1 January 2024 and 26 December 2022 396,404,901 2,064,610 422,619,455 2,201,144
Share issues 6,700,909 34,901
Share buybacks (8,393,062) (43,714) (26,214,554) (136,534)
At 29 December 2024 and 31 December 2023 394,712,748 2,055,797 396,404,901 2,064,610
During the period, the Company bought back a total of 8,393,062 Ordinary shares of 25/48p each for a total of £26.3m (2023: £93.3m)
including costs of £0.2m (2023: £0.5m). The average price paid for these repurchased shares was 311.5p (2023: 351.84p). These repurchased
shares were then cancelled in the same period.
10. Share-based payments
The total charge recognised for share-based payments in respect of employee services received during the 52 weeks ended 29 December 2024
was £4.0m (53 weeks ended 31 December 2023: £3.8m). This arises solely on equity-settled share-based payment transactions. Of this total,
a charge of £1.4m (2023: £1.7m) relates to employees of the Company and a charge of £2.6m (2023: £2.1m) relates to share options granted to
employees of subsidiaries. For full disclosures relating to the total charge for the period including grants to both employees of the Company and
its subsidiaries, please refer to note 29 of the Group financial statements.
175Domino’s Pizza Group plc Annual Report & Accounts 2024
governanceStrategic report financial statements
11. Reconciliation of shareholders’ funds and movements on reserves
2024
On 9 May 2024, a final 2023 dividend of £28.1m was paid to shareholders.
On 27 September 2024, an interim 2024 dividend of £13.9m was paid to shareholders.
2023
On 11 May 2023, a final 2022 dividend of £28.3m was paid to shareholders.
On 20 September 2023, an interim 2023 dividend of £13.6m was paid to shareholders.
Prior to announcing any dividend or other distribution, the Board determines the amount of Realised Profits by reference to relevant accounts,
as required by the Companies Act 2006. Where the amount of Realised Profits by reference to Annual Accounts were insufficient to justify
declaration of a dividend or other distribution, Interim Accounts would be prepared and filed with the Registrar of Companies, and used as the
based for assessing Realised Profits available for distribution. The Board is satisfied that its assessment of Realised Profits by reference to the
Annual Accounts for 2023 determined that the Company had sufficient Realised Profits to satisfy dividends and share buyback programmes
declared in 2024.
Capital reserve – own shares
This reserve relates to shares in the Company held by an independently managed EBT and shares in the Company held by the Company as
treasury shares.
All shares in the Company purchased by the Company as treasury shares in the current and prior period were done so as part of announced
buyback programmes, and were then cancelled in the same year. There were no shares held in treasury at the end of the current or prior period.
Shares in the Company held by the EBT are purchased in order to satisfy employee shares options and potential awards under employee share
incentive schemes. During the year, the EBT purchased no shares (2023: 1,540,088 shares at a cost of £5.0m) in the Company and disposed
of 677,302 (2023: 506,740 shares) in the Company. The EBT held 3,260,974 shares (2023: 3,938,276) at the end of the period, which have
a historic cost of £10.0m (2023: £12.4m). The EBT waived its entitlement to dividends in the current and prior period.
12. Contingent liabilities
Pursuant to the relevant regulation of the European Communities (Companies: Group Accounts) Regulations 1992, the Company has
guaranteed the liabilities of the Irish subsidiary, DP Pizza Limited. The liabilities of DP Pizza Limited were £1.1m (2023: £4.5m) at
29 December 2024.
13. Post balance sheet events
For details of post balance sheet events, refer to note 33 in the Group financial statements.
176 Domino’s Pizza Group plc Annual Report & Accounts 2024
FIVE-YEAR FINANCIAL SUMMARY (UNAUDITED)
29 December
2024
1
31 December
2023
1
25 December
2022
1
26 December
2021
1
27 December
2020
1
Trading weeks 52 53 52 52 52
System sales (£m) 1,571.5 1,571.7 1,456.4 1,499.1 1,348.4
Group revenue (£m) 664.5 679.8 600.3 560.8 505.1
Underlying profit before tax (£m) 107.3 101.7 98.9 113.9 101.2
Statutory profit before tax (£m) 124.9 142.3 98.9 109.7 98.9
Basic earnings per share (pence)
– Statutory 22.9 28.0 18.8 17.1 8.9
– Underlying 20.4 18.4 18.8 20.3 18.2
Diluted earnings per share (pence)
– Statutory 22.8 27.9 18.7 17.0 8.8
– Underlying 20.3 18.4 18.7 20.2 18.1
Dividends per share (pence) 11.0 10.5 10.0 9.80 9.10
Underlying earnings before interest, taxation, depreciation and amortisation (£m) 143.4 138.1 130.1 136.4 125.5
Net debt (£m) (265.5) (232.8) (253.3) (199.7) (171.8)
Adjusted gearing ratio 1.93 1.77 1.95 1.46 1.37
Stores at start of year 1,319 1,261 1,227 1,258 1,298
Stores opened 54 61 35 31 22
Stores closed (1) (3) (1) (5) (6)
Stores disposed² – – – (57) (56)
Stores at year end 1,372 1,319 1,261 1,227 1,258
Corporate stores at year end 36⁴ 31 31 35 94
UK like-for-like sales growth (%) 1.0% 4.1%³ (4.2)% 11.2% 10.9%
1. Excludes discontinued operations, now refers to UK & Ireland. Store totals are presented on a Group basis including International operations.
2. Stores disposed of relate to the disposal of the operations in Sweden, Switzerland and Iceland in 2021 and in Norway in 2020.
3. Calculated on a 52 week basis to reflect growth on a comparable period.
4. Corporate stores at year end include the stores acquired through the acquisition of Shorecal Limited and no longer include the London corporate stores due to them being diposed.
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governanceStrategic report financial statements
Shareholder information
Advisers and principal service providers
Registered office
1 Thornbury
West Ashland
Milton Keynes
MK6 4BB
01908 580000
Investor website:
investors.dominos.co.uk
Independent Auditors
PricewaterhouseCoopers LLP
One Chamberlain Square
Birmingham
B3 3AX
Broker and corporate finance advisers
Deutsche Numis
45 Gresham Street
London
EC2V 7BF
Goldman Sachs
Plumtree Court
25 Shoe Lane
London
EC4A 4AU
Solicitors
Slaughter and May
1 Bunhill Row
London
EC1Y 8YY
Bankers
Barclays Bank plc
1 Churchill Place
London
E14 5HP
Registrars
Equiniti Limited
Aspect House
Spencer Road
Lancing
West Sussex
BN99 6DA
If you hold your shares direct and not through a Savings
Scheme or ISA and have queries relating to your shareholding,
please contact the registrars on 0371 384 2895
Lines are open from 8.30a.m. to 5.30p.m. Monday to Friday
(excluding UK bank holidays).
Shareholders can also access details of their holding and other
information on the registrars’ website, www.shareview.co.uk.
The registrars provide an online share dealing service for those
who are not seeking advice on buying or selling, available at
www.selftrade.co.uk.
The registrars also offer a range of other dealing and
investment services, which are explained on their website,
www.shareview.co.uk
Handle with care…
Shareholders tell us that they sometimes receive unsolicited
approaches, normally by telephone, inviting them to undertake
a transaction in shares they own.
If you do not know the source of the call, check the details against
the FCA website below and, if you have any specific information,
report it to the FCA using the Consumer Helpline or the Online
Reporting Form.
If you have any concerns whatsoever, do not take any action
and do not part with any money without being certain that:
· you fully understand the transaction;
· you know who you are dealing with and that they
are registered with and authorised by the FCA; and
· you have consulted a financial adviser if you have any doubts.
Remember, if it sounds too good to be true, it almost certainly is.
You run the risk of losing any money you part with.
If you are worried that you may already have been a victim of fraud,
report the facts immediately using the Action Fraud Helpline.
Should you want any more information about ‘boiler room’ and
other investment-based fraud, this can be found on two websites:
Action Fraud Helpline
0300 123 2040
Action Fraud Website
www.actionfraud.police.uk
FCA Consumer Helpline
0800 111 6768
FCA ScamSmart Website
www.fca.org.uk/scamsmart
The Group’s commitment to environmental issues is reflected in
this Annual Report which has been printed on Symbol freelife satin
which is made from a FSC® certified and PCF (Process Chlorine
Free) material. Printed in the UK by Pureprint Group using their
environmental printing technology, and vegetable inks were used
throughout. Pureprint Group is a CarbonNeutral® Company.
Both manufacturing mill and the printer are registered to the
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Domino’s Pizza Group plc
1 Thornbury, West Ashland, Milton Keynes MK6 4BB
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Domino’s Pizza Group plc
1 Thornbury, West Ashland,
Milton Keynes MK6 4BB
https://corporate.dominos.co.uk