Greencore Group plc – Annual Report and Financial Statements 2023

Greencore Group plc | Annual Report and Financial Statements 2023

FRESH TASTE. FRESH APPROACH.

Greencore Group plc | Annual Report and Financial Statements 2023

Greencore Group plc Annual Report and Financial Statements 2023

Greencore Group plc is a

leading manufacturer of

convenience foods. We are

proud to supply a wide range

of chilled, frozen and ambient

foods to some of the most

successful retail and food

service customers in the UK.

About us

1Strategic Report | Directors’ Report | Financial Statements | Other Information

Revenue

£1,913.7m

(Reported: +10.0%) (Pro Forma: +13.5%)

Basic Earnings per Share (Basic ‘EPS’)

7.2p

(FY22: 6.2p)

Adjusted Earnings per Share

(Adjusted ‘EPS’)

9.3p

(FY22: 9.2p)

Group Operating Profit

£66.0m

(FY22: £52.1m)

Adjusted Operating Profit

£76.3m

(FY22: £72.2m)

Free Cash Flow

£56.8m

(FY22: £58.7m)

Profit before taxation

£45.2m

(FY22: £39.8m)

Adjusted Profit Before Tax

£58.1m

(FY22: £59.8m)

Return on Invested Capital (‘ROIC’)

8.9%

(FY22: 8.4%)

1. The Group uses Alternative Performance

Measures (‘APMs’) which are non-

International Financial Reporting

Standards (‘IFRS’) measures to monitor

the performance of its operations and of

the Group as a whole. These APMs along

with their definitions and reconciliations

to IFRS measures are provided in the

APMs section on page 177.

Certain statements made in this Annual Report are forward-looking. These represent expectations for the Group’s business, and involve

known and unknown risks and uncertainties, many of which are beyond the Group’s control. The Group has based these forward-looking

statements on current expectations and projections about future events based on information currently available to the Group. These

forward-looking statements include all statements that are not historical facts and may generally, but not always, be identified by the use

of words such as ‘will’, ‘aims’, ‘achieves’, ‘anticipates’, ‘continue’, ‘could’, ‘develop’, ‘should’, ‘expects’, ‘is expected to’, ‘may’, ‘maintain’, ‘grow’,

‘estimates’, ‘ensure’, ‘believes’, ‘intends’, ‘projects’, ‘sustain’, ‘targets’, or the negative thereof, or similar future or conditional expressions.

By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that

may or may not occur in the future and reflect the Group’s current expectations and assumptions as to such future events and circumstances

that may not prove accurate. A number of material factors could cause actual results and developments to differ materially from those

expressed or implied by forward-looking statements. There may be risks and uncertainties that the Group is unable to predict at this time

or that the Group currently does not expect to have a material adverse effect on its business. Accordingly, no assurance can be given that

any particular expectation will be met and you should not place undue reliance on any forward-looking statements. These forward-looking

statements are made as of the date of this Annual Report. The Group expressly disclaims any obligation to publicly update or review these

forward-looking statements other than as required by law.

Financial highlights

Strategic Report

About us IFC

Financial highlights 1

At a glance 2

Our strategic framework 4

Our business model 6

Chair’s statement 8

Chief Executive’s review 12

Market trends 16

Strategy 18

Sustainability 22

Climate transition – Task force on Climate-

related Financial Disclosures (‘TCFD’) 32

Our Key Performance Indicators 40

Operating and financial review 44

Risks and risk management 49

Group Executive Team 59

Directors’ Report

Chair’s introduction to

corporate governance 60

Board of Directors 62

Board leadership, culture and

company purpose 64

Board activities and engagement

with stakeholders 66

Division of responsibilities 74

Composition, succession and evaluation 76

Report of the Nomination and

Governance Committee 78

Report of the Audit and Risk Committee 82

Report on Directors’ Remuneration 88

Report of the Sustainability Committee 107

Other statutory disclosures 108

Statement of Directors’ Responsibilities 113

Financial Statements

Independent Auditor’s Report 114

Group Income Statement 122

Group Statement of

Comprehensive Income 123

Group Statement of Financial Position 124

Group Statement of Cash Flows 125

Group Statement of Changes in Equity 126

Notes to the Group Financial Statements 128

Company Statement of Financial Position 171

Company Statement of Changes in Equity 172

Notes to the Company

Financial Statements 173

Other Information

Alternative Performance Measures 177

Other information 182

Our FY23 Annual Report and Financial Statements (this ‘Annual Report’) can be downloaded as a PDF from this location:

https://www.greencore.com/investor-relations/results-centre/

In this report

2 Greencore Group plc Annual Report and Financial Statements 2023

At a glance

Our customers

We supply all of the major supermarkets in the UK. We also supply convenience and travel

retail outlets, discounters, coffee shops, foodservice and other retailers. Some of our principal

customers include:

WHO

ARE

Supplying the UK market with high

quality convenience foods

3Strategic Report | Directors’ Report | Financial Statements | Other Information

Corporate

head office

Manufacturing sites

Distribution centres

and transport hubs

Distribution vehicles

6 45+

Locations

Corporate head office

Manufacturing sites

Distribution centres

Transport hubs

Corporate services centre

What we do and where we operate

Manufacturing

We operate 16 world class manufacturing sites, comprising

of eight sandwich units, five chilled ready meal units, three

salad units, two sushi units, two chilled soup and sauces

units, one chilled quiche unit, one ambient cooking sauce

and pickles unit and one Yorkshire Pudding unit.

Distribution

We have built a strong Direct to Store distribution operation

comprising over 645 vehicles, three regional distribution

centres and 14 transport hubs.

Our year in numbers –

items produced in FY23

Chilled ready meals

13 2m

Jars of cooking sauces,

dips and pickles

245m

Chilled soups and sauces

45m

Sandwiches and other

food to go items

779m

In FY22, we produced 127m chilled ready meals; 249m

jars of cooking sauces, dips and pickles; 47m chilled

soups and sauces; and 795m sandwiches and other

food to go items. FY22 was a 53 week period. The items

produced in FY23 relate to the 52 week period from

1 October 2022 to 29 September 2023.

4 Greencore Group plc Annual Report and Financial Statements 2023

Our strategic framework

HOW IT ALL

CONNECTS

We are defined by…

Our purpose

Our purpose, making every day taste better,

defines and inspires us.

Having a clear purpose and using it as a

guiding principle to the way we operate

supports the direction we choose to take,

inspires our strategy and how we deliver

against it.

It benefits our people, our customers,

our suppliers, our consumers, our local

communities, the wider environment

and ultimately our shareholders.

Read more on page 18

5Strategic Report | Directors’ Report | Financial Statements | Other Information

And we do that by following…

The Greencore Way

The Greencore Way is built on four elements:

People at the Core

By embedding a safety

culture, providing inspiring

leadership and having

engaged and effective

teams, we ensure that

people are at the core

of our business.

Sustainability

Sustainability underpins all

areas of our business from

Sourcing with Integrity

to Making with Care and

Feeding with Pride.

Great Food

Ensuring food safety,

leading on taste and

winning on quality

are all essential to our

continued success.

Excellence

We strive for excellence

in everything we do

by building capability,

driving efficiency and

delivering value for all

our stakeholders.

Bringing to life sustainability

through our…

Better Future Plan

Our

Better Future Plan

is built

around three pillars: Sourcing

with Integrity; Making with Care;

and Feeding with Pride.

Each pillar contains a set of priorities —

with aspirational goals supported by

milestone targets which relate to the

most pressing sustainability risks and

opportunities facing us as a business and

the food system within which we operate.

Sourcing with Integrity

By 2030, we will source all our priority

ingredients from a sustainable and

fair supply chain.

Mapping our plans to the following

UN Sustainable Development Goals

Making with Care

By 2040, we will operate (Scope 1 and 2)

with net zero emissions.

Mapping our plans to the following

UN Sustainable Development Goals

Feeding with Pride

By 2030, we will have increased our

positive impact on society through

our products.

Mapping our plans to the following

UN Sustainable Development Goals

Read more on page 49

7Strategic Report | Directors’ Report | Financial Statements | Other Information

Stakeholder value creation

For each of our stakeholders, we aim to add value by:

Shareholders

Creating sustainable value through

disciplined capital allocation.

See Operating and financial review on page 44

Customers

Providing best-in-class customer

outcomes and satisfaction.

See Strategy on pages 18 to 21

Suppliers

Partnering with suppliers to achieve

goals and drive sustainable growth.

See Sustainability on page 25

Colleagues

Investing in career development to

shape career opportunities to engage,

reward and retain our people.

See People at the Core on page 30

Consumers

Addressing key consumer demand

drivers through food innovation.

See Market trends on page 16

Community

Creating stronger and healthier

communities through education

and food-focused engagement.

See Sustainability on page 28

Making with Care

Our great food is underpinned by

our dedication to food safety, taste

and quality.

We source and prepare our great food to the highest

food safety standards every day. Our customers and their

consumers can trust what we make. We work relentlessly

to ensure that we reach industry-leading food quality

standards in everything we do. We also leverage our

expertise in food manufacturing and assembly to provide

‘ready to eat’ products using processes that are hand-

crafted and in environments that are categorised as

‘high care’.

Number of different products produced by Greencore

c.1,600

Internal and external audits across all sites during the year

c.22,000

Feeding with Pride

We design products with taste, freshness,

health and affordability in mind, and ensure

that they are packaged and distributed as

efficiently and responsibly as possible.

We work closely with our customers to innovate and

improve recipes and technologies that add value for

them. This is done across a range of product categories

including sandwiches, salads, sushi, chilled snacks,

chilled ready meals, chilled soups and sauces, chilled

quiche, ambient sauces and pickles, and frozen Yorkshire

Puddings. We distribute through our chilled distribution

network to customers’ distribution centres and to selected

food outlets through our dedicated fleet of over 645

Direct to Store vehicles.

Number of daily deliveries by our Direct to Store vehicles

10,400+

Sandwiches and other food to go items produced in FY23

779m

8 Greencore Group plc Annual Report and Financial Statements 2023

Chair’s statement

Leslie Van

de Walle

“The pressure from inflationary

increases across commodity

and other operating costs in

the business were proactively

addressed by implementing a

number of measures to improve

Group profitability.”

This is my first annual statement as Chair of

Greencore, and my time to date has reinforced

my view of the Group’s excellent fundamentals

and its significant potential for growth.

Our leading market positions in attractive

food categories, deep relationships and long-

term partnerships with leading UK retailers

and well-invested facilities, combined with

a robust balance sheet, create an excellent

platform for growth.

1. The Group uses Alternative Performance Measures (‘APMs’) which

are non-International Financial Reporting Standards (‘IFRS’) measures

to monitor the performance of its operations and of the Group as a

whole. These APMs along with their definitions and reconciliations to

IFRS measures are provided in the APMs section on page 177.

9Strategic Report | Directors’ Report | Financial Statements | Other Information

Introduction

Having demonstrated the resilience of the

business during the COVID-19 pandemic

the business is well positioned to continue

its leadership role in the convenience

food sector, but also has the opportunity

to refresh and rebuild its approach as we

continue to adapt to inflationary market

conditions.

Managing the turnaround

of the business with a refreshed team

The Group delivered year-on-year revenue

growth of 10.0%, through a combination

of volume growth, including new business

wins and price mix, while also recovering

significant levels of inflation. Revenue in

FY23 of £1,913.7m (increased 13.5% on a pro

forma basis and Adjusted Operating Profit

increased 5.7% to £76.3m (Operating Profit

increased 26.7% to £66.0m).

I want to commend our Chief Executive

Officer (‘CEO’), Dalton Philips and the entire

management team who have delivered the

strong result in FY23. In addition to Dalton

being relatively new in the CEO role, several

new senior executives have brought in

additional skillsets and insights and have been

pivotal in refreshing the Group’s business

model and strategic framework. The Group

Executive Team has applied a rigorous,

returns-based assessment approach across

all aspects of the Group’s activities including

individual products, contracts, categories

and sites. Across FY23, the application of

this approach began to bear fruit and the

operational and commercial benefits became

more evident in the second half of FY23, with

the business achieving the Group’s strategic

goal of stabilising the business (Horizon 1)

(see pages 18 to 21 for more information on

Our Strategy).

As we move into FY24, the same approach

will be applied across Horizon 2 of the

Group’s new strategic framework. We expect

this to continue to enhance the focus and

the returns profile of the Group, but also

to help mitigate the continued inflationary

pressures from increased labour, utilities

and interest costs. The goal of Horizon 2 is

to create a more focused, higher return and

cash-generative growth platform. The Board

fully supports the approach adopted which

will continue to improve the fundamentals of

the business.

Inflation recovery

The pressure from inflationary increases

across commodity and other operating costs

in the business were proactively addressed

by implementing a number of measures to

improve Group profitability.

Inflation incurred was largely recovered

through a combination of pass-through of

input costs and other mechanisms including

product and range reformulations, and

alternative sourcing. This was achieved while

continuing to innovate for our customers

through the launch of approximately 400

new or reformulated products, within the

Group’s total stock keeping unit (‘SKU’) range

of more than 1,600 products.

A refreshed focus on contract returns and

capacity management was deployed during

the year, to recover margin from lower-value

business and contract extensions agreed

during COVID-19. We also proactively exited

a number of contracts and product lines

which were delivering sub-optimal returns,

as we focused on maximising returns and

manufacturing capacity utilisation. These

decisions are important in both freeing up

capacity across the business which can be

re-purposed more profitably, and in driving

the overall profitability of the Group.

The Group completed the Better Greencore

change programme in H2 FY23, delivering

the annualised benefits targeted of £30m.

This supported the mitigation of fixed

cost and overhead inflation. As part of

this, the Group operating cost structure

was reset, through a realignment of the

organisational structure. This unfortunately

required a reduction in headcount in March

2023, which resulted in approximately 250

colleagues leaving the business, in addition

to a further 100 vacant roles being removed

from the structure. I want to acknowledge

the contribution and commitment made

by these colleagues in building Greencore

over the years and we wish all our former

colleagues well for the future.

Cash flow and balance sheet

During the year, we have continued to

successfully manage the Free Cash Flow

generated by the business, enabling us

to reduce Net Debt (Pre-IFRS 16 Leases)

to £154m from £180m in FY22, with the

leverage covenant at 1.2x as at the year end.

The Net Debt position benefited from the

sale of the edible oils business, Trilby Trading

Limited. This disposal allows us to increase

our focus on the convenience food market.

In FY22, the Group announced plans to

return £50m to shareholders over the

following two years. Following completion of

our most recent share buyback programme

during FY23, the Group has now returned

over £35m to shareholders and aims to

complete the value return programme by

March 2024. We retain the ongoing flexibility

to return value in the form of buyback,

dividends or both and will continue to

regularly assess our capital returns policy.

Operating Profit Growth

26.7%

Reported Revenue Growth

10.0%

10 Greencore Group plc Annual Report and Financial Statements 2023

Chair’s statement continued

Customers, colleagues and

service levels

Our colleagues have worked tirelessly with

both our customers and suppliers to maintain

outstanding operational service levels.

We have continued to achieve excellent

customer service levels, which is particularly

pleasing given the unprecedented input costs

inflation experienced.

Stakeholder engagement

In order to understand their expectations

and concerns, I met with a number of

our major institutional investors. These

interactions have remained insightful and

instructive and have provided valuable

feedback for the whole Board. Further details

on our engagement with stakeholders is set

out at pages 68 to 73.

Board changes and corporate

governance

During the year, we announced that

Catherine Gubbins will be joining the Group

as Executive Director and Chief Financial

Officer (‘CFO’) with effect from early 2024.

Catherine has a proven track record as CFO,

and we believe her depth of experience will

be of significant benefit to the Group.

“Our colleagues have

worked tirelessly with

both our customers and

suppliers to maintain

outstanding operational

service levels.”

11Strategic Report | Directors’ Report | Financial Statements | Other Information

This appointment follows the departure

of Emma Hynes who stepped down as

Executive Director and CFO in May 2023.

Emma made a significant contribution to the

evolution of the Group and on behalf of the

Board, I would like to extend our appreciation

to her. To ensure a smooth transition,

Jonathan Solesbury has assumed the role of

Interim CFO during the transition period.

FY23 saw the refreshment of the Board as it

continues to develop to reflect the current

and future needs of the Group. Having joined

the Board in December 2022 as independent

Non-Executive Director and Chair Designate,

I became Board Chair following the

retirement of Gary Kennedy on conclusion

of the AGM in January 2023. All of us in

Greencore were deeply saddened by the

passing of Gary, shortly after his retirement

from the Board. Personally, it was a great

pleasure to work with Gary, albeit briefly.

Gary brought great passion, generosity, and

dedication to the Group during his tenure

and will remain greatly missed.

In February 2023, we were very pleased to

welcome Alastair Murray as a Non-Executive

Director and as Chair of the Audit and Risk

Committee, and in April 2023, Harshitkumar

(Hetal) Shah joined the Board as Non-

Executive Director and as a member of the

Audit and Risk Committee. Both Alastair and

Hetal bring strong financial expertise as well

as extensive food industry experience to

the Board. Helen Weir and Paul Drechsler

both retired from the Board during the year.

They took with them the thanks of the Board

for their service to Greencore and our best

wishes for the future. As a result of these

changes, the Committee membership was

also refreshed. In November 2023, John

Amaechi and Sly Bailey advised the Board

that they would not seek re-election at the

2024 AGM. I would like to thank both John

and Sly for their insightful and valuable

contributions to the Board. Ensuring our

Board has the diverse skills and experience

needed to support the development of the

Group will remain a priority for me during

FY24 and a key element of overseeing a

high-functioning Board. Further details on

Board and Committee refreshment can be

found on pages 78 to 81.

Understanding and taking into account

the significance and importance of each

component of environmental, social and

governance related issues to the

business of the Company, the Board formed

a new Sustainability Committee. Further

information on the work undertaken in this

area can be found on page 107.

Conclusion

I would like to express the appreciation of

the Board to all our colleagues for their

contribution throughout the year. The

Group’s strong performance and strategic

development was achieved thanks to

the continued focus, commitment and

innovation of the Group’s 13,600 colleagues,

and the clear leadership and dedication of

our management team.

Outlook

The Group continues to focus on improving

profitability and is investing in a number of

initiatives focused on both optimising our

network and our IT infrastructure, to give us

the platform for future growth. Our stronger

balance sheet provides the financial flexibility

to underpin this growth. We are pleased

with the start to the year and although it’s

early days, the Group remains confident in

delivering FY24 within the range of current

market expectations.

Leslie Van de Walle

Board Chair

27 November 2023

12 Greencore Group plc Annual Report and Financial Statements 2023

Chief Executive’s review

Dalton

Philips

“We have delivered a positive

performance in FY23, with

revenue increasing to £1,913.7m,

growth of 10% on reported

revenue and 13.5% on a pro forma

basis and Adjusted Operating

Profit having increased 5.7%

to £76.3m (Operating Profit

increased 26.7% to £66.0m).”

Our Greencore colleagues have

responded brilliantly to the challenges

we have faced this year, they have once

again demonstrated the exceptional

quality of the team. Their resilience,

drive and determination has allowed

us to build a strong platform to deliver

future growth and make progress on our

longer-term strategic objectives.

1. The Group uses Alternative Performance Measures (‘APMs’) which

are non-International Financial Reporting Standards (‘IFRS’) measures

to monitor the performance of its operations and of the Group as a

whole. These APMs along with their definitions and reconciliations to

IFRS measures are provided in the APMs section on page 177.

13Strategic Report | Directors’ Report | Financial Statements | Other Information

Introduction

I would like to thank our entire team for their

continued commitment during FY23 and

beyond, as well as thanking our suppliers

and customers, with whom we work in

partnership. It has been another turbulent

year in the macro-economic environment,

and it would not have been possible to

achieve what we have in FY23 without

their continued support. I truly believe that

through the challenges of the last few years,

Greencore has become even more resilient

and is now a more robust business that is

better equipped to deliver future growth.

We were all deeply saddened at Greencore

by the passing of Gary Kennedy, our former

Board Chair, during the year. Gary brought

great zeal and commitment to his role at

Greencore and on a personal level, it was a

great pleasure to work alongside Gary. Gary

will remain greatly missed by all of us here at

Greencore and beyond.

Positive FY23 performance

We have delivered a positive performance in

FY23, with revenue increasing to £1,913.7m,

growth of 10.0% on reported revenue and

13.5% on a pro forma basis and Adjusted

Operating Profit having increased 5.7% to

£76.3m (Operating Profit increased 26.7%

to £66.0m).

There has been continued inflationary

pressure across our cost base and although

we have seen some easing as the year

progressed, the inflation recovery has

still been very significant. The team have

continued their laser focus on inflation during

FY23 and it continues to be well controlled

and mitigated through a combination of pass

through of cost increases, cost reductions,

product and range reformulations and

alternative sourcing.

Our positive FY23 performance was

underpinned by our strong financial position,

with Net Debt on a pre-IFRS 16 basis reducing

to £154m and leverage reducing to 1.2x which

is now comfortably within our medium-term

target range of between 1.0–1.5x.

Our strong financial position has allowed

continued focus on our commitment

to return £50m to shareholders by May

2024, recently launching our fourth share

buyback programme since May 2022. The

most recent programme commenced

on 10 October 2023 and will end no later

than 30 March 2024 and will conclude

the £50m commitment. With our strong

balance sheet and continued optimism

around our business prospects, we retain

the ongoing flexibility to return value in the

form of buybacks, dividends or both and will

continue to assess our capital returns policy.

During the year, a refreshed approach was

taken on contract returns and capacity

management to recover margin from

lower-value business. This led to the Group

proactively exiting a number of contracts

which were delivering sub-optimal returns,

as we continue our focus on rebuilding

profitability and returns. We increased our

focus on the convenience food market with

the sale of the edible oils business, Trilby

Trading Limited.

Revenue growth reflected the successful

recovery of cost inflation, with both Food

to Go and Other Convenience categories

growing strongly on a pro forma basis.

Volume growth in the year was positive

and our core business is well-positioned

despite challenges in the wider market, and

we outperformed the market in our key

categories.

Adjusted Operating Profit improved year-

on-year in the second half, reflecting our

continued focus on driving operational

improvements across the business

underpinned by our commitment to quality

and customer service. Across the summer,

at peak production periods, our customer

services levels remained outstanding at

99.1%, with customer services levels at 98.5%

across the whole of FY23.

In what has been the first year with our new

Group Executive Team in place, I am delighted

with how the team has hit the ground running

and embedded themselves into the business.

We also welcomed Jonathan Solesbury as

Interim Chief Financial Officer (‘CFO’) in June

2023. Jonathan has provided huge value to

us through his extensive experience across

senior finance roles from both the food and

beverage industries. I want to thank Emma

Hynes who stepped down as CFO in May

2023. Emma made a significant contribution

to Greencore and supporting me when I

joined the business last year.

Strategic progress

We made progress on resetting our strategy

during the year. We have set clear goals

across our three horizon framework; firstly

to stabilise the business (achieved in FY23),

secondly to rebuild our profitability and

returns and thirdly to further develop our

strong growth platform. While we have made

good strides in stabilising the business in

FY23, there is more work to do to unlock our

full potential. Our three horizons framework

will guide the prioritisation and sequencing

of our long-term strategic objectives.

We recognise that returns on capital are

variable across the Group and in aggregate

are not yet where they need to be.

Through FY24 and beyond, we will address

underperforming areas of the business to

ensure we rebuild profitability and returns.

We also need to reinvigorate our growth

trajectory. We expect to achieve this through

a combination of continuing to strengthen

and develop our partnerships with existing

customers, and by diversifying our portfolio,

category and channel exposure.

We need to continue to work closely with

our customers to ensure we are jointly

making the appropriate decisions on

simplification and targeted innovation.

BUILDING A STRONG

PLATFORM TO DELIVER

FUTURE GROWTH

14 Greencore Group plc Annual Report and Financial Statements 2023

Chief Executive’s review continued

There have been some great examples of

innovation this year, including the Freshly

Prepared range within M&S and Kitchen Deli

within Sainsbury’s.

Further out, investment decisions will

continue to be guided by disciplined capital

allocation and we may supplement the

Group’s organic development through

selective bolt-on M&A, which fits with our

growth strategy.

People at the Core

As I mentioned last year, the first thing that

hits you on spending any length of time at

Greencore, is the exceptional quality of the

people. We are nothing without our people

and our 13,600 colleagues are our most

valuable asset.

Nonetheless, it is imperative that we

rigorously and continuously mange our

cost base and as such, we had to make

the difficult decision to reduce headcount

by 250 as part of the realigning of the

organisation during FY23.

In parallel, we need to ensure that we are

an employer of choice, to ensure we can

attract and retain the best talent. Greencore

is already an incredibly diverse organisation,

and it is important for us to ensure that

everyone’s experience of working with us

is one of inclusion, because we know that

diversity does not work without inclusion.

We believe we can ultimately differentiate

our business through our colleagues, so it

is important to us that we create a culture

where our people can be themselves and

fulfil their potential. By focusing on inclusion

and diversity, we can make better business

decisions, informed by diverse perspectives.

We can better reflect our customer and

consumer needs, and therefore better

anticipate change and respond with agility.

A sustainable future

We are three years into our Better Future Plan

sustainability journey, but we recognise that

our progress to date has not been sufficient

to drive transformational change in all

areas. This year marked the start of the next

chapter of our sustainability improvement

programme at Greencore with the launch of

our Plan Ownership Model.

We need to deliver change at scale and

pace to reach our targets and make a

meaningful contribution to a sustainable,

more equitable food system and as such, we

have been focusing on ownership of action

and refining our priorities. The new Plan

Ownership Model was introduced in April

2023, and sees a Plan Owner within relevant

business functions take responsibility for

each element of our Better Future Plan,

from sustainable packaging and food

waste to healthy and sustainable diets

and communities.

Our Plan Owners are specialists in their areas

and already work closely with day-to-day

teams, our value chain and third parties, so

they are in the best position to drive change.

With the overall strategy workload now

shared in a partnership model between the

Sustainability team and focused specialist

Plan Owners within the business, we seek

to enable faster change, broader business

engagement with the strategy, and the

deeper embedding of sustainability within

the business.

Further ahead

We have made a positive start to FY24

in what continues to be a tough trading

environment. Our key categories remain

resilient, positioning us well for growth,

with our customers recognising the level of

service and quality that we provide.

In the near-term we know we need to remain

resolute in our approach to commercial and

operational excellence, to support improved

efficiency and help rebuild margin, whilst

developing our technology capability.

I believe that there is still huge potential to

unlock in the business. I am confident that

our strengths, which include the depth of

our relationships with our customers, the

categories in which we operate, the quality

of products we produce and our strong

15Strategic Report | Directors’ Report | Financial Statements | Other Information

“Great food is at the heart

of what we do. We recognise

that as a major player

in the UK food industry, we

have a clear responsibility

to improve food outcomes

for both consumers and

for wider society.”

financial position, will continue to support

further successful development of the

business in the longer term.

As ever, we will continue to work hard on

this in the months ahead as a team. I am also

very much looking forward to welcoming

Catherine Gubbins, who joins us as Executive

Director and CFO in 2024.

Finally, I would like to re-iterate my gratitude

to my colleagues, customers, suppliers,

shareholders and other stakeholders for

their continued support in FY23. We are

confident for the future and excited about

the prospects for the Group.

Dalton Philips

Chief Executive Officer

27 November 2023

Read more on our Strategy on pages 18 to 21

Read more on Sustainability on pages 22 to 39

16 Greencore Group plc Annual Report and Financial Statements 2023

Market trends

Cost-of-living impact

Many are facing financial strain. Escalating

living costs are concerning, particularly in

terms of groceries and personal finances,

which could be indicative of the retail or

consumer goods sector, where prices

directly impact consumers’ disposable

income. Real wages in multiple UK regions

are expected to remain significantly below

pre-COVID-19 levels until 2025, and wealth

inequality is expected to increase.

According to our own research, over 65% of

respondents expressed significant distress

over the cost of living impact. We have seen

that increased food prices and economic

instability have led to higher financial stress

among individuals. Greencore research

shows that 73% of respondents are worried

about the cost of food and other groceries.

However, although consumers are facing

challenging times, our categories have been

relatively resilient – in particular Food to Go,

whereby the category has remained in high

Healthy and sustainable diets

There is a growing awareness of

environmental and public health issues that is

increasing the urgency for change towards a

healthier and more sustainable way of eating,

with eating patterns that promote both

personal health and the health of the planet.

People can find health and sustainability

confusing, and they are looking to retailers

and manufacturers to support, guide and

lead the way through making our products

healthier and reducing their environmental

impact. We have a responsibility to use our

influence to drive positive system change

and improve food outcomes for consumers

and the wider society. Through our own

research and externally-published reports,

we continue to closely monitor consumer

attitudes and priorities, especially during

these turbulent times with many additional

pressures on households.

Our Healthy and Sustainable Diets Policy has

four key action areas:

• product reformulation – reformulation

to improve the nutrition and sustainability

of our existing products, whilst

maintaining quality;

• positive health – adding specific

ingredients (such as vitamins, minerals,

pro/prebiotics and fibre) to improve the

overall health of our products;

• future of protein – rebalancing our

product ranges to use more plant-based

protein and reduce the carbon footprint

associated with animal proteins; and

• more vegetables – increasing the

vegetable content of our products and

changing the balance of our portfolio to

include more vegetable-based products.

purchase frequency with 50% buying Food

to Go items in the week to 1 October 2023

(this is +5 percentage points versus pre-

pandemic levels).

Busy lifestyles

Economic pressures are contributing to

busier lives as individuals look to take on

overtime, second jobs or ‘side hustles’ to

counteract falling discretionary income.

Scratch cooking is at a five-year low, with

convenience-based meals at a five-year

high. Low effort is important to people as

the time they spend on food preparation

declines.

Sales of Greencore’s categories are driven

predominantly by the need for convenience.

As the pace of life intensifies more people

turn to convenience foods for speed

and ease.

USING INSIGHTS

TO DRIVE

OUR BUSINESS

FORWARD

17Strategic Report | Directors’ Report | Financial Statements | Other Information

Source: Internal Greencore Insight team

Best-in-class partner agencies

Responses by consumers to bespoke

questions on our survey platform

Individual topics discussed with

consumers in our proprietary

community

40+

Active members of our online

consumer community

c.1,500

Total food to go market value

£20bn

Reputable agency sources providing

continuous end point-of-sale, loyalty

panel and market data

Capturing insights

and data

We have a dedicated team of insight and category

professionals reviewing multiple sources of market,

shopper, and consumer intelligence daily to unlock

key insights. We actively seek out, analyse, and

interpret relevant information to drive and activate

category strategies and innovation.

We track, measure and report on data and insights

to give us both a top-down and bottom-up view

of the themes and trends impacting our business

and categories. We are constantly striving to ensure

we partner with the best agencies, are using the

latest and quickest technology and robust methods,

including rapidly evolving artificial intelligence (‘AI’)

to ensure we stay on the pulse and have the deepest

level of consumer and market understanding across

all our sectors. We work hard to review all variables

by analysing end point-of-sale, loyalty, and panel

data to understand granular shopper behaviour

(the ‘what’) and we overlay this with our proprietary

quantitative and qualitative consumer and shopper

research to understand sentiment and motivations

(the ‘why’). We use this insight and understanding

to develop our category growth strategies with

our customers.

Treat and reward

Treat occasions continue to play an

important role across our categories. Falling

household incomes have driven changes

to the way people shop and eat as they find

ways to adapt and manage their spending.

Food is increasingly important to our

mental wellbeing and can be used to

create memories, fun, and moments to

share. Small, affordable treats in the form of

food provide momentary escapes from life’s

challenges and pace. People will trade up

and reallocate their spend to occasions they

feel are more important. These tend to be

more emotive special occasions, especially

weekends and evenings.

We are still eating out more than we were

last year (some more than others) but are

more likely to choose more premium treat

options if it is part of a wider trade down to

in-home. Product ranges that fulfil these

treat needs are important for both at home

and on-the-go occasions.

18 Greencore Group plc Annual Report and Financial Statements 2023

Strategy

We are one of the UK’s leading

convenience food producers. We

have built this position through

long-term partnerships with

major UK retailers in attractive

product categories, supported

by outstanding innovation and

manufacturing capability.

Our strategy is focused on

accelerating financial returns

and delivering growth from

these partnerships, across

three horizons:

• Horizon 1: Stabilise Having faced very material

external and internal disruption in recent years,

our focus for FY23 has been on stabilising

the business. We are pleased that despite a

challenging first half, we have managed to

achieve this stabilisation and deliver year-on-

year Adjusted Operating Profit growth.

• Horizon 2: Rebuild As we enter FY24, we now

move to further rebuilding the profitability and

returns of the Group. Our goal for Horizon 2

is to create a more focused, higher return

and cash-generative growth platform. We

will do this through tight management of our

portfolio, development of commercial and

operational capability, rigorous cost control

and choiceful investment in foundational,

enterprise-wide enablers.

• Horizon 3: Grow Our business operates

in categories which are outperforming

the wider food market, and we are well-

positioned to continue to outperform

our competitors in these markets. However,

our ambition is to further strengthen our

growth trajectory over time, by broadening

our portfolio, through selective and

disciplined investment.

OUR

STRATEGY

Horizon 1: Stabilise

FY23 – this year

Our first horizon has been focused on

stabilising our organisation and our performance.

Recent years have seen our performance and profitability

materially impacted by a series of external and internal

factors. Externally, we faced pandemic-related disruption,

impacting not just demand, but also labour markets and

our supply chain. No sooner had the acute impacts of these

challenges normalised, than we faced knock on impacts

of unprecedented levels of inflation, and a requirement to

deliver inflation recovery with our customers significantly

in excess of historical norms.

In parallel to this, we have gone through significant internal

change – the Board and Group Executive Team have been

reset, with three new Non-Executive Directors (including

our Chair) and four of the seven members of the Group

Executive Team (including our Chief Executive Officer (‘CEO’))

new in role since September 2022. We have also reorganised

from running multiple business units to running a single,

functional integrated model through our Better Greencore

change programme and have subsequently further reduced

our salaried population in the early part of FY23.

Against that backdrop of change, the Group has been

focused in recent months on stabilising both our organisation

and performance. This has been delivered through a series of

commercial, operational and cost control interventions. We

are pleased to note that the outcome of this is that despite

the challenging backdrop, and a decline in profitability in H1

FY23, we have delivered year-on-year growth in Adjusted

Operating Profit for the full year of 5.7%.

19Strategic Report | Directors’ Report | Financial Statements | Other Information

Technology-enabled processes

Sustainability

People at the Core

Commercial

Excellence

Operational

Excellence

Cost

Effectiveness

Portfolio Selection and Growth

Where we play

Enterprise-wide enablers

How we win

Horizon 2: Rebuild

FY24 to FY26 – the next three years

Our second horizon is focused on rebuilding

our profitability and returns.

We have a clear focus over the medium term on rebuilding our

profitability and returns, to create a more focused and scalable

growth platform. We will do this across three broad areas.

The first area is focused on where we play – and in particular,

the selection of portfolios we operate in and the strategies we

build to win in these portfolios. In FY23, we have completed

an assessment highlighting variable profitability and returns

across our portfolio. Through Horizon 2, we will be focused

on further developing outperforming categories, while for

underperforming areas we aim to either improve returns

or scaleback.

The second area is focused on how we win – this brings

together our approach to Commercial Excellence,

Operational Excellence and a rigorous commitment to

Cost Effectiveness. Collectively, this is about consistently

and systematically deploying the right people, processes

and tools to enhance how we manage every line of our

profit and loss account – from volume and revenue

management, to conversion efficiencies and fixed costs.

The third area is focused on the Group’s enterprise-wide

enablers. These are foundational elements of our success,

bringing together our commitment to putting People at the

Core of all that we do, our ambitious Sustainability Strategy

(read more on pages 22 to 39), and a focus on improving our

core enterprise-wide processes and supporting technology,

starting with material investment in FY24 to this end.

Horizon 3: Grow

FY24 to FY28 – the next five years

Our third horizon is focused on driving sustainable

growth in our business.

Our current position as one of the UK’s leading convenience food

players, and in particular our focus on food to go, leaves us well

placed to continue to outpace the wider food market. However,

many of these markets have faced headwinds in recent years. The

grocery market overall has declined by 2.7% (in volume terms) in the

52 weeks to 1 October 2023. The food to go market outperformed

this wider grocery trend, albeit still declining by 0.7%.

Some of the above trends are likely to be cyclical, impacted by

very high recent inflation and the associated negative consumer

sentiment. However, we recognise that our core categories

may not recover to historic levels of growth, while in parallel

our progress in growing share in key markets has an impact

on our scope for future growth through share gain. We are

confident in our ability to continue to outperform in our existing

markets, by deploying the model outlined above in Horizon 2.

We will continue to pursue opportunities to leverage our existing

customer partnerships to drive further growth. However, our

ambition is to further strengthen our growth trajectory.

As such, we recognise the need to evolve our portfolio over

time to include higher growth markets. This will likely require us

to diversify our category, channel and market exposure. This in

turn will inform our stance towards inorganic investment. We will

approach this in a structured and balanced way – seeking out

markets that combine growth, attractive market structures and

natural synergy with our own business, while being disciplined

with the associated capital allocation. We will also be sensitive

on the timing of execution; we cannot wait for the completion

of our Horizon 2 rebuild of profitability to begin to make growth

investments, but we also recognise that Horizon 3 must build

on the strategic flexibility created in Horizon 2, progressively

enhancing profitability and returns in our existing business.

20 Greencore Group plc Annual Report and Financial Statements 2023

Strategy continued

Developing our people model

Over the past two years, we have delivered

significant change in our people model –

both to our organisation and to the tools and

processes that support our decision-making

and resource allocation.

We have evolved our organisation through

the Better Greencore change programme and

subsequent cost control initiatives. Following

a move from five business units to a single

functional model in FY22, we then further

restructured the business in FY23, reducing

our management and support population by

approximately 250 colleagues. The combination

of implementing the ‘one Greencore’

organisational model and the interventions we

made to control our people cost in the face of

significant inflation have driven a more unified

and sharper performance culture.

In parallel to this, we have made investments

to upgrade our HR Information System (‘HRIS’).

A core component of the people strategy is

to enable the business with high-quality data

and insight on personnel and robust people

management processes. This will be delivered

through our investment in a new core people

data solution. This has been a major focus in

FY23, and is being rolled out from Q1 FY24.

This system will better enable the Group to

manage labour availability, prioritise resourcing

allocation, control people costs and enable

process efficiencies.

Delivering Operational Excellence

In recent years, our Greencore Manufacturing

Excellence model has provided a foundation

for efficiency and cost improvement initiatives.

However, as we have grappled with significantly

higher inflation in recent years, it has become

even more essential to drive efficiency and tightly

manage costs in a structured and disciplined way.

In FY23, under a new operations leadership

team, we reset our Operational Excellence

agenda. This involved more systematically

diagnosing opportunities to improve efficiencies

or processes, building capability to capture those

opportunities and more rigorously tracking

project execution and value realisation. We are in

the process of developing and rolling out a pillar-

based model to progressively build capability

across each area of our operations. This means

that across all areas, from supply chain planning

and food safety to production and equipment

maintenance, we are assessing our capability

against a world-class benchmark and building

improvement plans to develop and enhance that

capability over time.

We made some important first steps in FY23

through deep diagnostics of our manufacturing

processes in multiple production sites. In parallel,

a standardised assessment was conducted of

Overall Equipment Effectiveness (‘OEE’) – a

measure of asset utilisation that enables us to

unlock trapped capacity.

In the coming years, we will continue to embed

this new model and ways of working and build

capability to deliver sustainable improvement.

STRATEGY

IN ACTION

21Strategic Report | Directors’ Report | Financial Statements | Other Information 21

Investing in technology

Over the years, and like many companies of

our scale, Greencore has grown through a

combination of acquisition, divestment and

organic investment, across different customers,

categories and sites. As we have grown, there

have been limitations to the consistency in

how we developed or deployed processes and

supporting technology across the Group. This in

turn can lead to inefficiency, wasted effort and

frustration for colleagues, suppliers or customers.

We have recently launched our ‘Making Business

Easy’ programme to address this. We are aiming

to develop consistent, enterprise-wide processes,

supported by selective technology investment

and underpinned by a robust approach to our

data. This will make it easier and more efficient

for us to do business – from how we order raw

materials and how we schedule maintenance, to

how we deliver products to customers every day

and ensure we are paid on time.

We have initiated the first phase of this already, with

scoping work underway, and material investment

foreseen in FY24 to support these goals. We have

also deployed our first system investments, which

are on track, and on budget with their delivery

milestones – in Q1 of FY24, we are both upgrading

our core Enterprise Resource Planning (‘ERP’)

tools, and deploying a new HRIS. These will be

the first steps of an exciting and empowering

multi-year roadmap to make business easy.

Winning with customers

Over the last year, we have worked

collaboratively with customers to ensure

their ranges are working hard for them

and for us, rationalising products where

appropriate, and using strategic innovation

to support growth. We have also engaged

constructively to ensure we are being fairly

rewarded for the great food we produce.

Through that work, we have reduced our

overall net stock keeping unit (‘SKU’) count

by 9%. This was despite modest growth

in overall volumes, meaning there was an

overall increase in volume per SKU of 10%.

This has enabled us to support service levels

and in-store availability, as well as driving

efficiency to enhance profitability.

In parallel, we advanced our innovation

agenda with c.400 new or redeveloped

products across all of our portfolios.

These launches have not only supported

our customer growth agenda, but have

also helped recover margin, with these

innovation launches on average being

higher margin than our base portfolio.

Alongside this work, we have also engaged

constructively with customers on our costs

and pricing in the context of unprecedented

inflation. We are pleased with our progress,

ensuring that inflation was either recovered

or mitigated. In a small number of cases

where this was not possible, we also

took decisions to part ways with certain

customers. While this inevitably has an

impact on volumes, we are convinced that it

is the right thing to ensure the sustainability

of the business and will underpin our

capacity for profitable growth in the future.

22 Greencore Group plc Annual Report and Financial Statements 2023

Sustainability

“We are in a new and

exciting chapter

of sustainability at

Greencore in which

plan ownership within

business teams and

climate literacy are

essential to how we are

taking the Sustainability

Strategy forward.”

Fran Haycock

Head of Sustainability

What we eat has a substantial impact on

the health of the planet. Food systems are

responsible for a third of global greenhouse

gas emissions, as well as having a significant

impact on water, land and biodiversity. At

the same time, poor nutritional education

and the cost-of-living crisis are having an

increasingly negative impact on the health of

the nation.

By making healthy products that are

nutritious, affordable and taste great, we can

make it easier for people to make choices

that are good for their health and wellbeing,

support local communities, and reduce the

impact on the natural world by reducing

carbon and water usage, and supporting

biodiversity. Through our Sustainability

Strategy ‘Better Future Plan’, we are

committed to doing our part to ensure the

future of the planet, and the health of those

on it, is a better one.

Our Better Future Plan is made up of three

interlocking pillars: Sourcing with Integrity,

Making with Care, and Feeding with Pride.

Each pillar encompasses our environmental

and social commitments. Our climate

transition journey and the importance of

our people through ethics and inclusion and

diversity reach across all three pillars, making

10 focus areas. These topics are supported

by four programme foundations that uphold

the strategy and are fundamental to our

transformation process: governance, risk

management, transparency, and embedding.

Areas of focus:

Responsible sourcing

Human rights

Net zero (energy)

Food waste

Communities

Healthy and sustainable diets

Sustainable packaging

Ethics and modern slavery

Inclusion and diversity

Climate transition

Great food is at the heart of what we do, and we recognise

that as one of the UK’s largest food manufacturers, we have

a responsibility to make a meaningful contribution to a

sustainable, more equitable food system.

OUR BETTER

FUTURE PLAN

Our standalone 2023 Sustainability Report, part of our

Better Future Plan and previous reports can be found at:

https://www.greencore.com/sustainability/sustainability-hub/

23Strategic Report | Directors’ Report | Financial Statements | Other Information

Responsible sourcing

We will source sustainable ingredients

with transparency by holding ourselves

and our suppliers to the same high

standards of integrity.

Human rights

We respect the human rights of

everyone who works for, and with us.

By 2030, we will source

our priority ingredients

from a sustainable and

fair supply chain

By 2040, we will operate (Scope

1 and 2) with net zero emissions

By 2030, we will have increased

our positive impact on society

through our products

Net zero

We will use less to make more by

becoming more resource-efficient

and operating a net zero business.

Food waste

We will halve food waste within our

operations and work with others to

minimise waste in our supply chains.

Communities

We will invest in our local communities

by working to alleviate food poverty

and providing economic opportunity.

Healthy and sustainable diets

We will design products with health,

affordability and sustainability in

mind; by identifying where the

best opportunities are to meet all

three requirements, while not

compromising on taste.

Sustainable packaging

We will ensure our packaging has the

lowest planetary impact by making

it easier to recycle and eliminating

single-use plastic.

Climate transition

People at the Core

Governance Risk management Transparency Embedding

Foundations

Delivery Plans Strategic Ambition

Making

with care

Sourcing

with integrity

Feeding

with pride

These pillars, areas of focus, and foundations

are all integral to one another, and together,

guide our efforts towards planning for

a better future, the Greencore way. The

global sustainability landscape continues to

evolve at pace, and in response to this, we

will look to evolve our strategy to ensure it

is representative of the global challenges

at hand. With biodiversity, nature and water

becoming increasingly important in the

global climate conversation, we are currently

working to understand our role within

these areas and how they will feature in our

strategy going forward.

Materiality

Greencore’s disclosures are focused on the

issues most material to its business activities.

Greencore undertook a double materiality

assessment in FY22 which identified the 10

areas of focus as mentioned previously. The

details of both the process and assessment

results can be found in our Sustainability

Report 2022.

Aligning with external frameworks

Greencore aligns disclosures in its

standalone Sustainability Report to

international non-financial reporting

standards, including the Global Reporting

Initiative (‘GRI’). In light of the fact that

Greencore is headquartered in Ireland,

particular attention must be paid to

European regulation and how this may

impact us. We are preparing to align with

a number of key standards, such as the

Transition Plan Taskforce framework,

Corporate Sustainability Reporting Directive

(‘CSRD’), and the Taskforce on Nature-

related Financial Disclosures (‘TNFD’). We

are also anticipating regulatory shifts in UK

sustainability requirements and will monitor

this closely going forward.

Strategic Pillars

24 Greencore Group plc Annual Report and Financial Statements 2023

Sustainability continued

YEAR IN REVIEW

We are three years into our

Better Future Plan

journey, and whilst we are pleased with

progress within sourcing, we recognise that our progress to date in other topic areas

has not been sufficient. This year marked the start of the next chapter of sustainability at

Greencore, with the launch of our Plan Ownership Model and a focus on climate literacy.

During FY23, we focused on assigning

ownership of action and refined topic

priorities in order to help us to progress our

targets and make a meaningful contribution

to a sustainable, more equitable food system.

The new Plan Ownership Model was

introduced in April 2023, and sees Plan

Owners within relevant business functions

take responsibility for each element of our

Better Future Plan, from packaging and food

waste to healthy and sustainable diets and

community engagement. Our Plan Owners

are specialists in their areas, already working

closely with day-to-day teams, customers,

suppliers, and other stakeholders, so they

are in the best position to drive change

at pace and scale. They are responsible

for topic delivery within the business

environment, supported by the accountable

Group Executive Team member and the

Sustainability team to deliver agreed targets

and topic ambition. With the implementation

of the Sustainability Strategy now shared in a

partnership model between the Sustainability

team and focused specialist Plan Owners

within the business, we have enabled faster

change, broader business engagement with

the strategy, and the deeper embedding of

sustainability throughout Greencore.

In conjunction with establishing the Plan

Ownership Model, we also refined the focus

of our Better Future Plan to four priorities

that would be the business focus for the

second half of the year and into FY24. These

are energy, food waste, communities and

healthy and sustainable diets. The nature of

three of these topics sit within Making with

Care and means they are within our direct

business control and are areas we should

accelerate. Healthy and sustainable diets

has been prioritised as we recognise the

importance of this topic to support food

systems change. This year we prioritised

roadmap development in these four areas.

To support this, making sure our people are

equipped with the knowledge and skills they

need to prioritise and embed sustainability

throughout the business has been a focus

for FY23. Upskilling leads to more capable

sustainability leadership and informed

decision-making, and critically, helps our

colleagues take action to meet future

challenges in ways that create long-term value

for the business. In September 2023, we held

a full-day upskilling session for the Group

Executive Team and key functional leaders,

bringing in external specialist coaches, as

well as hearing from our value chain through

customer and supplier guest speakers. We

also held a similar session in October 2023 for

the Plan Owner group and the Sustainability

Oversight Committee (‘SOC’). Both sessions

helping us to deliver on our ambition to

drive and accelerate progress through

understanding and engagement.

We revisit our governance approach every

year, making sure we have the right voices

around the right tables, at the appropriate

frequency. This year we have enhanced

Board focus on the agenda by introducing

a Sustainability Committee of the Board

(‘SusCo’), comprised of four Non-Executive

Directors. Our Non-Executive Director,

Helen Rose chairs this meeting with our

Chief Executive Officer and Chief Operating

Officer leading the agenda, with support

from the Head of Sustainability. The

Sustainability Committee meet twice a year

to review programme performance and

ensure the agenda has the support required

to progress at the pace required.

We also refreshed our Sustainability Steering

Committee, now known as the SOC. This

is comprised of leaders from key functions

within the Group such as Finance, Risk,

Company Secretarial, Commercial, Strategy

and Technical. The SOC’s purpose is to

act as a cross-functional business advisory

group, supporting the Head of Sustainability

primarily with the programme foundations of

governance, risk management, transparency

and embedding.

Sustainability data is an industry wide

challenge and improving it will be a journey

for all businesses, including Greencore. In

the second half of this year, we put significant

focus into reviewing data quality and

supporting processes across the programme.

As part of this work, our Group Internal

Audit team completed a data audit which

provided a valuable summary of the ‘health’

of our primary Key Performance Indicators

(‘KPIs’) within each pillar. The audit report

has provided a detailed plan of action to help

guide our improvements, and this will be a

continuous process as we work to mature our

data and reporting processes, with our newly

appointed Plan Owners playing a key role.

Looking ahead

• We will continue our focus on

climate literacy across multiple

levels-with a focus on our Board,

Group Executive Team and Plan

Owner group-to ensure they have

the knowledge and confidence

to lead the business through the

climate transition.

• We will expand our work on

delivery roadmaps to all other

strategic topics. Alongside this,

there will be significant emphasis

on developing a Transparency

Roadmap to ensure we are on

track to meet the upcoming

regulatory requirements.

• An increased focus on value chain

collaboration, working in close

partnership with our suppliers

and customers to drive change.

The nature of our business means

we are significantly influenced

by our customers’ strategies and

behaviours, so it is essential we

work closely with them to achieve

our respective sustainability

ambitions.

25Strategic Report | Directors’ Report | Financial Statements | Other Information

Sourcing with Integrity

The way we source our ingredients is critical to our Better Future Plan, and to delivering a fairer and

more sustainable future at scale. We have a responsibility to source our ingredients in a way that

minimises our impact, and where possible drives a positive impact. It is not possible to take a ‘one size

fits all’ approach to ingredients – each individual supply chain comes with its own challenges around

biodiversity, climate change, water scarcity, deforestation and animal welfare, and we have different

levels of control over each.

Responsible sourcing

We are committed to eliminating

deforestation and ecosystem conversion

in the sourcing of soy, palm oil and timber.

For palm oil ingredients within our core

operations, 99.98% are from Roundtable

on Sustainable Palm Oil (‘RSPO’) certified

sources. In addition to our core operations,

and until September 2023, we also owned

Trilby Trading Limited (‘Trilby’), which traded

in edible oils in Ireland. The majority of oils

traded by Trilby were palm oils, with c.10%

from RSPO-certified sources. The disposal

of Trilby is expected to result in the removal

of c.280,000 tonnes of carbon dioxide

equivalents (‘CO

e’) from our FY24 Scope

3 footprint. This accounts for 20% of our

total Scope 3 footprint in FY23 and a 32%

reduction in the base year. We are also

committed to 100% deforestation-free soy

by 2025, and this year we have completed

our first soy footprint alongside many of our

peers in the industry. The result of this work

is that 43% of our soy is deforestation-free

with the remaining 57% to be transitioned

in 2024 and 2025, in collaboration with our

customers and suppliers.

In fisheries, we aim to source all our wild fish

sustainably. 100% of our tuna is sourced from

pole and line fishing, Marine Stewardship

Council (‘MSC’) -certified fisheries or from

those with a Fishery Improvement Project in

place. Meanwhile, 100% of our cold-water

prawns are from MSC fisheries, 100% of our

warm-water prawns are Best Aquaculture

Practices 4 star and 100% of our wild caught

fish are sustainability sourced. This year we

also evolved our engagement with key fish

suppliers on their respective sustainability

strategies to develop a better understanding

of how we can work together to maintain

our targets as well as proactively manage

climate risk associated with the ocean.

In the field, 100% of our fresh produce raw

materials are grown in accordance with

Red Tractor (UK) or Global GAP (rest of

the world) standards for good agricultural

practice. This means that the farmers and

growers that supply us, work to control their

use of agrochemical inputs and fertilisers

and consider the environmental impacts

of their farming practices. Our growers

demonstrate that they are meeting these

standards through independent third-party

audits conducted by accredited providers.

These schemes ensure our fresh produce

raw materials do not have unnecessary

impacts on the environments in which they

are farmed.

Our three Executive Team sustainability leads. From left, Chief Commercial Officer, Andy Parton (sponsor of Sourcing with Integrity and Feeding with Pride pillars), Chief Operating

Officer, Lee Finney (overall sponsor of the Better Future Plan and Making with Care pillar sponsor) and Chief People Officer, Guy Dullage (sponsor of People at the Core).

26 Greencore Group plc Annual Report and Financial Statements 2023

Sustainability continued

We recognise that responsible sourcing is

a collaborative effort, so we are committed

to establishing strong working relationships

with our supply chain to enable this. We

set clear standards with our suppliers,

embedding these standards in our business

systems and auditing the supply chain

practices against these standards.

In the first quarter of FY23, we launched

our new Responsible Sourcing Code of

Conduct (‘Code’). This Code sets out the

behaviours, practices and standards we

expect from our suppliers to support our

Sourcing with Integrity ambition. We issued

this Code to our key top 40 partners – who

were identified by overlaying volume, spend,

climate and human rights risk factors.

Our suppliers also play a key role in

supporting us with our Scope 3 ambition.

Our total Scope 3 footprint for FY23 is

1.40 mtCO

e, a decrease on the previous

year (1.48 mtCO

e ) and an 11% reduction

in absolute emissions since the FY19 base

year. Ingredients continue to be our main

source of emissions, at 59%, up 2% from

FY22. After engaging in dialogue with

many of our suppliers this year about their

sustainability plans, we know there is sizeable

work happening to reduce their respective

environmental footprints, and we expect to

see this reflected in our footprint from FY24.

Human rights

We are committed to championing

internationally recognised human rights

standards and safeguarding the people who

work for us, with us, and who are affected by

our activities around the world.

Creating supply chains that are free from

human rights abuses is central to our

Sustainability Strategy. We recognise that

cases of child, forced and compulsory labour

are often hidden due to the complexity of

global supply chains, and that economic and

societal pressures increase the likelihood of

worker vulnerability and the risk of criminal

exploitation.

Under the UN Guiding Principles on Business

and Human Rights, companies are expected

to actively demonstrate that they do not

infringe on human rights through their

operations or business relationships. As

such, we undertake ethical risk assessments

annually of our raw materials to identify

areas within our supply chains that are most

at risk of human rights abuses, including

modern slavery. This model is based on

outputs from the Food Network for Ethical

Trade Risk Assessment Tool and is applied in

a ‘double-analysis’ approach that considers

the country of manufacture for all the foods

that we buy, including the country of origin

for the ingredients. This data is used as part

of our supplier engagement work to ensure

we focus on high-risk areas.

We work hard to ensure that everyone is

treated fairly within our global food supply

chains, and we also take direct action on

human rights abuses when we uncover

them. This requires a collaborative effort

from everyone in the food industry, which

is why we are part of a number of initiatives

including the Modern Slavery Intelligence

Network, the Food Network for Ethical

Trade, and Stronger Together, so we can

actively help prevent and disrupt human

rights abuse at its source.

For more information on our approach to

social sustainability and to read our FY22

Modern Slavery and Human Trafficking

Transparency Statement please visit

www.greencore.com. Our FY23 statement

will be published in early 2024.

Looking ahead

Responsible sourcing

• Our primary focus will be on our

2025 targets in caged-free eggs

and deforestation-free soy. To

accelerate our transition work

in both these spaces, we have

established cross-functional

business working groups, led by

our Procurement team.

• We will be learning more

about the role we can play in

supporting biodiversity, both

within the UK via our direct

operations and local sourcing,

and globally through our supply

chain.

• Success in this area means

thinking about our suppliers as

extensions of our core business,

so we will be working closely

with many of them to deeply

embed sustainability throughout

our supply chains.

Human rights

• Collaboration will form the

basis of our continued work

in this area, with engagement,

communication and training a

focus for the year ahead. The

tactics employed by criminals

to carry out exploitation are

changing at pace, so we need

to make sure our teams have

access to the latest insights,

approaches and intelligence.

• We will continue to provide

cross functional training, as well

as training across management

and strategic levels to help

address any challenges in our

supply chains. We take the key

human rights learnings from

different contexts and apply

them across our business,

which includes working in active

partnership with our customers.

27Strategic Report | Directors’ Report | Financial Statements | Other Information

Energy efficiency

and water use

As a leading food business, reaching net

zero will be a big undertaking, particularly

in light of our energy performance to date.

We remain committed to finding ways of

implementing solutions to achieve our

goals, with minimal disruption. Net zero for

Greencore means reducing our Scope 1

and 2 emissions to the lowest feasible level,

and then exploring additional pathways to

address remaining emissions.

Our Energy Roadmap for Scope 1 and 2 has a

three-pronged approach and we are pleased

to share the below progress highlights:

• Data and insights: Energy Savings

Opportunity Scheme (‘ESOS’) audits

covering 80% of our energy usage have

given us an improved understanding

of our energy-intensive assets, and

we are now trialling energy efficient

motors at two of our sites. We also

now have automated metering across

all Greencore’s significant supplies of

electricity, gas and water, giving us a

clear insight on our energy and water

consumption to drive our reporting and

action going forward.

• Big projects: Our approach to renewables

across the business has received

significant focus from the relevant cross-

functional teams. We are also investing in

our effluent treatment at several sites, to

reduce the impact of discharges from our

manufacturing units and locations.

• Brilliant basics: Business culture and

engagement underpins all our work to

drive transformational change, and there

will be significant emphasis placed on this

pillar in the coming year.

Since launching our targets in this space

in 2020, the business has faced significant

external and internal challenges, and we

have not made the required annual progress

against both energy and water. This has

been recognised by business leadership,

and in the last 12 months we have made

progress in both these spaces with respect

to business understanding and engagement,

roadmap planning and plan ownership.

However, due to the lead times on initiative

implementation, this work is not reflected

in this year’s performance metrics. In

FY23, our total gross Scope 1 and 2 carbon

emissions increased from the previous year

from 92,655 tonnes to 93,366 tonnes, an

increase of 0.8%, and from our base year of

89,606 tonnes, an increase of 4.2%. We are

committed to addressing this and moving to

a reduction path in FY24.

Transport and distribution is a key part of

our business, so we know we must work to

reduce the climate impact in this area. Our

Fleet Roadmap was established in April 2023

and is grounded in our own sustainability

ambitions, in addition to the latest UK

Government policy and regulation around

vehicle procurement, usage and clean air.

Up to 2026, we will continue to optimise

our existing fleet and test the viability of

electric vehicles (EVs), while staying close to

developments in alternative fuels. From 2027

to 2030, we expect to deploy approximately

25 EVs before replacing our entire 3.5t fleet

by 2035. From 2030 onwards, we will also be

focused on converting our larger HGV fleet

to alternative fuels.

Water is an essential consideration for food

businesses, and more broadly the topic

has gained extra focus this year, as extreme

weather events have meant the world faces

intense drought and evolving water shortages.

This impacts Greencore directly through

our operations in water-stressed areas in the

UK, and indirectly through our supply chain,

particularly in raw material groups such as

produce and dairy where it is sourced from

water challenged areas in Europe and further

afield. To support our focus on this topic, we

have assigned a business leader from our

Environment team to lead the creation of

our Water Roadmap, which will support our

broader net zero ambition.

Making with Care

Energy and water are fundamental to operations at Greencore. Reducing carbon emissions

and water use is critical to lessen the effects of climate change on the environment and meet our

2040 Scope 1 and 2 net zero commitment. Both topics have required significant focus this year.

Reduction from our base year in food waste

16.1%

Number of surplus meals we redistributed

in FY23 the equivalent of

1.83m

28 Greencore Group plc Annual Report and Financial Statements 2023

Sustainability continued

Food waste

The food system needs to enable better

social outcomes for people, while also

limiting its impact on the planet. Nowhere

is this more relevant than food waste,

and this issue continues to receive

increased attention and scrutiny.

As a leading food business producing large

volumes of food, reducing food waste

is a top priority for Greencore. Doing so

helps us to reduce emissions, improve

global food security, and create a more

efficient and resilient business. Waste data

is used to evaluate performance and review

progress against our UN SDG Friends of

Champions 12.3 commitment

, which will

see us targeting a 50% reduction in food

waste (as measured by food waste as a

percentage of total food handled) by 2030

against a FY17 baseline year. Our baseline

year of FY17 differs from our Scope 1, 2 and 3

carbon emissions baseline year of FY19 due

to reporting in line with the food industry

collaborative programme, the UK Food

Waste Reduction Roadmap.

This year we moved food waste reporting

out of the Sustainability team and into our

Operations function, which has significantly

enhanced and developed both our data

quality and the associated reporting

processes. We have also now developed

a five-year Food Waste Roadmap which

takes a system approach to our product

development, purchasing, manufacturing,

logistics and customer collaboration,

and ensures that a culture of food waste

prevention is firmly embedded throughout

the business.

In FY23, our food waste, measured as a

percentage of food handled, was 7.99%. This

is a decrease from last year’s performance

at 8.48%, primarily due to the Group’s

continued focus on simplification of

products, as well as improvements in data

and reporting. To date, we have achieved a

1.53% reduction from our base year (FY17) in

food waste as an overall percentage of food

handled, and 16.1% of the 50% reduction

target set for 2030.

Communities

Our business depends on the communities

in which we operate. We can only be as

healthy and sustainable as they are, so we

see it as our responsibility to actively engage

with and support our local communities

however we can.

Communities was identified as one of

four sustainability priorities for this year

and into FY24. For Greencore, supporting

our communities starts with food. Having

made successful strides in food surplus

redistribution in recent years, we are now

focused on developing three additional

support channels within our Communities

Roadmap where we believe we can have the

1. https://champions123.org/

most impact: food education, volunteering

and fundraising. This is in response to

the growing and changing needs of

our communities, and internal work to

understand how we can provide additional

avenues of support.

Although we are looking to evolve our

support beyond food surplus, food surplus

donation continues to be a central focus

for our community engagement efforts.

Greencore strives to minimise food

waste in our operations, but sometimes

it is unavoidable, so we are committed to

ensuring we maximise the social benefit of

the food. We work with a number of food

redistribution organisations – including

FareShare, The Felix Project, The Bread and

Butter Thing, and the Trussell Trust – in order

to ensure our food surplus reaches those

who need it. Through these partnerships

we can redistribute short shelf life, chilled,

frozen, and bulk products, as well as surplus

from new product trials where feasible. In

FY23, we redistributed the equivalent of

1.83m meals.

We are looking forward to seeing our

Communities Roadmap come to life with a

fresh focus on what we can do beyond our

well-established food surplus channel.

Looking ahead

• We are committed to upskilling

our teams across the business

to ensure we all have the

knowledge to deliver our net

zero Scope 1 and 2 ambition,

and work toward both designing

and deploying a detailed

transition plan to support our

progress.

• We recognise the need to

reduce our reliance on natural

gas, explore renewable energy

generation, and deliver heat

recovery from equipment such

as refrigeration plants. We have

more work to do to develop

Greencore’s approach to

addressing the carbon gap, and

the role that carbon offsetting

will play in this.

29Strategic Report | Directors’ Report | Financial Statements | Other Information

Healthy and

sustainable diets

What we eat and the way we eat is

inextricably linked to health, climate and

social outcomes, so we acknowledge the

role our products play in delivering critical

food system change. Healthy and sustainable

diets has continued to be a key focus

within the Better Future Plan. Under clear

ownership from our Commercial function,

we now have a high-level delivery roadmap

through to 2030 which we are continuing to

refine as we look to deploy the Group plan at

product portfolio level.

Animal protein accounts for 70% of our

ingredients section within our Scope 3

footprint, and that will require us to think

differently about animal protein use going

forward. The principal way Greencore can

rebalance protein is not solely through

increasing sales of plant-based products, but

by reducing, removing and replacing animal

protein content within existing products

where it is feasible to do so. In parallel with

this, for the animal protein we do use, we

will be working closely with key suppliers

to ensure a reduced environmental impact.

Both sides of our value chain will play a

key role in helping us to understand the

best way to approach animal protein use

going forward, as well as drive an ambition

to include more plants. Being an own-

brand manufacturer producing products

on behalf of our customers, it is imperative

that we work closely with them to deliver

shared goals in relation to better health and

planetary outcomes.

Product footprinting is central to our work

in this space. This year we progressed our

partnership with Mondra and became a

formal member of the BRC Mondra Coalition

group, alongside many of our key retailer

partners. The Mondra software allows us

to create a formulation footprint for each

individual product, and then creates a

‘digital twin’ of that product, allowing us to

experiment with different ingredients and

formulations to see the potential impacts

of different recipes. We are looking forward

to using this tool which will provide our

food teams with the insight they need to

make informed recipe decisions, designing

products with taste, quality, and sustainability

at the forefront.

Sustainable packaging

Consumers increasingly expect retailers

and manufacturers to take bold action on

packaging, so it is up to us to find solutions in

which performance, cost and sustainability

can work together.

Our packaging policy defines a ‘less and

better’ roadmap made up of three focus

areas: remove, reduce and recycle. We are

working hard to change the way we package

our products, reviewing our materials and

production processes to ensure we avoid

a linear ‘take-make-dispose’ model and

instead support enhanced recyclability.

We are continuing to explore simplified

materials and lightweighted pack formats

to encourage effective recycling, as well

as ways to reduce food waste through

extended life processing techniques and

pack constructions.

This year, we have made project-led

improvements across all our product

categories:

• within our grab bag format, we are now

using a recyclable substrate with a varnish

that adds to the value perception of these

premium products and removes 60 tonnes

of material annually from this range;

• within ready meals, we launched our

pioneering ‘Tray to Tray’ initiative, which

enables us to produce ready meal trays

directly from the waste of other ready

meal trays collected in Europe. This means

that trays produced under this initiative

will be kept in the supply chain, drastically

reducing the emissions and resources

needed to produce trays from scratch; and

• in sushi, we focused on plastic reduction,

investing in new machinery to support

an alternative liner-less labelling format

around our sushi packaging at one of

our key production sites. These Forest

Stewardship Council (‘FSC’) paper labels

require no plastic-based backing paper

to aid application and plastic tamper tabs

are no longer required, with an estimated

saving of over 13 million units of plastic

annually.

While data remains our biggest challenge

in quantifying our progress at Group level,

we know from delivered projects, we have

made significant progress in our packaging

ambitions this year. This has been achieved

through close supplier collaboration and

the strength of our customer relationships

working together to support sustainability

strategies.

Feeding with Pride

Food is what we do, and it is vital that we do it responsibly. We have a real opportunity – and a

responsibility – to drive positive change in the industry. Shifting our current food system to one

centred on more sustainable diets is critical if we are to ensure the health of people and planet.

Looking ahead

• We will be looking to deploy multiple

levers to ensure our current product

categories are fit for the future of

food, as well as ensuring our future

business strategy is informed by

our ambitions and commitments

in this space.

• Further focus on our high-level

delivery roadmap and developing a

deeper understanding of how this

agenda will impact the business

more broadly.

• Build a robust product nutritional

database and supporting tools to

enable us to report transparently

against our Healthy and Sustainable

Diets Roadmap.

• We recognise the importance

of implementing a packaging

specification system to improve our

transparency and refine the accuracy

of our Scope 3 footprint, and will look

to resolve this in the coming year.

30 Greencore Group plc Annual Report and Financial Statements 2023

Sustainability continued

Embedding a safety culture

The health, safety and wellbeing of our

colleagues and visitors is our top priority. We

are continually working to improve the safety

of all our working environments, and we

are committed to developing a culture that

puts physical and emotional wellbeing at the

heart of our business. Our colleagues’ health,

safety and wellbeing is critical to the success

of our business. We pursue a comprehensive

health and safety strategy which includes

priorities, action plans and performance

objectives for every area across the business.

In FY23, we concentrated our focus on

a number of specific areas. We have

introduced a camera and telematics solution,

Webfleet, to our commercial fleet, which

allows driver behaviours to be monitored and

reported via a central dashboard. We have

also developed a new standardised approach

to risk assessment around manual handling

equipment, covering forklift, powered pallet

and pump trucks. In addition to this, we have

also set up a working group to develop new

electrical standards and procedures.

Overall, our Reportable Accident Frequency

Rate (‘RAFR’) has shown an improvement

from 0.33 in FY22 to 0.26 (per 100,000

hours) in FY23. We are now looking ahead to

the creation of our Safety Roadmap, which

aims to maintain excellence in this area

through a blend of continuous improvement

tools and training.

Inspiring leadership

We are continuing to build a culture that

enables our people to thrive by embracing

difference, building the capability of

our leaders, and harnessing the power

of a diverse workforce that represents

our customers and consumers. We can

achieve this by equipping our leaders with

knowledge, tools, and confidence to ensure

fair selection remains an important facet of

our Inclusion and Diversity Strategy.

Engaging and effective teams

During FY23 we carried out a Pulse

Engagement Survey survey across five key

sites and all central functions to ask colleagues

to share their thoughts on how we have

progressed our engagement action plans

since the last People at the Core survey was

completed in October 2022. We are pleased

to report progress in almost all areas. Our

overall sustainable engagement scores

have gone up from 74% to 76% for these

key sites and central functions. We also saw

a significant improvement on the topics

of communication, senior leadership and

colleagues saying they would recommend

Greencore as a place to work. For areas of

improvement, colleagues told us they are keen

to see us do more to work as one team and

to help them progress their careers with at

Greencore. Our next full People at the Core

engagement survey will take place in summer

2024.

Inclusion and diversity

Greencore is a diverse organisation, and it is

important for us to ensure that everyone’s

experience of working with us is one of

inclusion, because we know that diversity

doesn’t work without inclusion.

We believe we can ultimately differentiate

our business through our colleagues, so it

is important to us that we create a culture

where our people can be themselves and

fulfil their potential. By focusing on inclusion

and diversity, we can make better business

decisions informed by diverse perspectives.

We can better reflect our customer and

consumer needs, and therefore better

anticipate change and respond with agility.

And we can rely on a capable, cohesive

colleague base, which feels valued and

motivated to progress and drive our

business.

Our Inclusion and Diversity Strategy sets

our agenda. Our action plan continues to

focus on being inclusive in our approach to

leadership, providing a voice for colleagues,

working to attract diverse perspectives,

creating more opportunities for people to

fulfil their potential, and being transparent in

our approach to inclusion and diversity.

Over the last 12 months we have successfully

expanded the reach of our reverse mentoring

programme in partnership with IGD, elevating

colleague voices and helping our leaders

understand the barriers that underrepresented

groups face at work. This year, as part of our

deep dive on increasing representation of

women, we have drawn on our colleague

perspectives to better inform our approach

to attracting, enabling, and retaining female

talent, which has resulted in the introduction

of new approaches and policies such as a

Menopause Policy to support colleagues.

This year we invested in building a new

programme into our Grow with Greencore

offer, designed to provide our hiring

managers with a greater understanding of

how we ensure a fair and consistent selection

process, understand and manage bias,

promote balance in our hiring decisions, and

deliver better experiences for candidates.

We have committed to train all our hiring

line managers in this important topic in the

coming years, covering approximately 800

managers. Since its launch in June 2023,

169 managers have been trained which

represents over 20% of our managers and

exceeds the target set for this period by 5%.

PEOPLE AT THE CORE

With approximately 13,600 colleagues who are critical to the success of our business, People

at the Core is at the centre of The Greencore Way. Our people strategy has three pillars –

embedding a safety culture; inspiring leadership; and engaging and effective teams.

31Strategic Report | Directors’ Report | Financial Statements | Other Information

Gender diversity

Across the Group Male Female Other/Prefer not to say

FY22 60.35% 39.55% 0.10%

FY23

No. of Colleagues

60.89%

8,282

39.08%

5,316

0.03%

At Board level Male Female Other/Prefer not to say

FY22 40% 60% 0%

FY23 56% 44% 0%

At Group Executive Team

level Male Female Other/Prefer not to say

FY22 71% 29% 0%

FY23 100% 0% 0%

At Group Executive Team

direct reports level (-1) Male Female Other/Prefer not to say

FY22 56% 44% 0%

FY23 51% 49% 0%

Across Group subsidiary

Boards Male Female Other/Prefer not to say

FY22 58% 42% 0%

FY23 73% 27% 0%

At the end of the financial year, 39% of all

colleagues were female, and this remains

unchanged from FY22. Although the Group

Executive Team ratio is unbalanced, we are

looking forward to welcoming Catherine

Gubbins, our new Executive Director and

Chief Financial Officer in early 2024. The

number of female direct reports to our

Group Executive Team has increased and we

are working hard to improve this balance.

Our male-to-female percentage ratio is

56:44 at Board level, which is a balance

improvement from FY22.

During FY23, the Board was updated on the

progress made against the Group’s Inclusion

and Diversity Strategy and endorsed

inclusion initiatives taking place across

the business. These included the Group’s

investment in reverse mentoring, introducing

representation targets for our leadership

team and placing greater focus on social

inclusion through early career programmes.

The Group continues to review gender

diversity as a key metric, and we commit

to keep driving progress in this area paying

particular attention to understanding and

tackling unconscious biases.

Anti-bribery and corruption

Greencore is committed to the highest

standards of honesty and integrity. The

Group has a zero-tolerance approach

to any form of bribery or corruption. We

provide annual training on our Anti-Bribery

and Corruption Policy and our Gifts and

Hospitality Policy which are available

internally on our intranet. Bribery and

corruption risks are considered as part

of the annual Internal Audit planning

process. Our Anti-Bribery and Corruption

Policy Statement is available on

www.greencore.com.

Percentage of internal hires

41%

Male to female ratio at Board level

56:44

Percentage of female colleagues

39%

32 Greencore Group plc Annual Report and Financial Statements 2023

Task force on Climate-related Financial Disclosures (‘TCFD’)

Introduction

Climate change is here – the impacts of

which the world is witnessing with increasing

severity, emphasised further by the

changeable weather events during the 2023

summer season. We rely heavily on both

the climate and the natural environment

within our ingredient and packaging supply

chain, so we recognise the importance of

understanding our exposure to the specific

risks arising from climate change and

broader impacts on nature, and how they

are impacting the food system in which we

operate.

In FY23, Greencore established a new

Plan Ownership Model for sustainability,

moving delivery, accountability, and

responsibility from the Sustainability team

into the business. Albeit initially focused

on sustainability delivery, the next phase of

this model will include aligning ownership

of climate risk with our Better Future Plan

topics, ensuring integration where relevant.

We are working to continually improve our

alignment to the recommendations of the

Task force on Climate-related Financial

Disclosures (‘TCFD’) and embed climate-

related risk and opportunity management

across our business. We expect that certain

aspects of our disclosure will further develop

and evolve over time.

Summary of progress to date

To support the management of these risks

and opportunities, together with managing

our own impact on the climate, we

established science-based decarbonisation

targets, which are externally verified by

the Science Based Targets initiative (‘SBTi’).

Under this programme, we have pledged to

reduce absolute Scope 1 and 2 emissions by

46.2% by 2030 from a FY19 base year, and to

reduce Scope 3 emissions from purchased

goods and services, and upstream transport

and distribution, by 42% per tonne of

product sold by 2030, from a FY19 base year.

Our baseline Scope 3 footprint has been

determined by a third-party using carbon

factors from published average carbon

footprint data for individual raw materials.

Each summer, we complete an annual

carbon footprint analysis of Scope 1, 2 and

3 absolute and relative emissions across

our business. This data enables us to

determine more granular emissions profiles

across our product categories to inform

our strategy and risk management process

when considering risks such as exposure

to carbon pricing or business reputation

associated with our carbon intensity. Our

total Scope 3 footprint for FY23 is 1,400

MtCO

e, a decrease on the previous year

(1,477 MtCO

e) and an 11% reduction in

absolute emissions since the FY19 base year.

Ingredients continue to be our main source

of emissions, at 59%, up 2% from FY22 at

57%. See table on page 38 for our emissions

intensity performance.

In FY23, our total gross Scope 1 and 2

absolute emissions increased from the

previous year from 92,655 tonnes to 93,366

tonnes, an increase of 0.8%, and from our

base year of 89,606 tonnes an increase

of 4.2%. The Group’s production volumes

in FY23 increased versus FY22 with this

increased activity resulting in higher Scope

1 and 2 emissions. While FY23 did not see

us reduce our Scope 1 and 2 absolute

emissions, we have made significant

traction with business understanding of

the current state of our energy agenda

and what we must do to address this

under new operational leadership from

our Chief Operating Officer (‘COO’) who

joined Greencore in October 2022. FY23

required a reset on energy, establishing

clear plan ownership of both the Scope 1

and 2 agendas within the business, as well

as development of 2030 roadmaps for both

energy and our distribution fleet (Direct

to Store operations). Despite challenges in

the last three years to reduce our energy

footprint, we remain focused on making

progress against our Scope 1 and 2 target in

FY24.

In FY22 we completed our first scenario

analysis to estimate the potential impact

of climate risks and opportunities on

our business. The climate scenarios

considered physical and transition risks

for each identified climate risk and

opportunity identified. The identified risks

and opportunities were prioritised by their

likelihood, velocity and estimated financial

materiality (prior to the consideration of

any mitigation measures). This allowed us

to better understand the potential impacts

from physical and transition climate change

risks. During FY23, we continued our journey

to embed the identified impacts within our

governance, operations and strategic model

and risk management system. In FY24, we

will be rerunning this analysis with a third-

party specialist to ensure it reflects the most

up to date view of the impact of climate on

the business, and further formalising how

this insight on climate risk is integrated within

our broader risk management governance.

Listing Rule 9.8.6R Compliance

Statement

Greencore Group plc has complied with all

of the requirements of LR 9.8.6R by including

climate-related financial disclosures in this

section (and in the information available at

the locations referenced therein) consistent

with the TCFD recommendations. Our

Sustainability Report for FY23 has been

released as a standalone report; all TCFD-

related disclosures are included in this

Annual Report.

CLIMATE

TRANSITION

33Strategic Report | Directors’ Report | Financial Statements | Other Information

Governance

As we seek to understand climate-related

risks to and opportunities for our business,

we recognise that active management of

our own impact on the climate and strong

oversight of our Sustainability Strategy

and actions will support climate-related

risk mitigation and lead to climate-related

opportunity identification.

Board oversight

Greencore’s corporate purpose and strategy,

including our Sustainability Strategy, are set

by the Board. The Board oversees progress

towards these ambitions, and tracks the

risks and opportunities that arise. The Group

Sustainability Strategy impacts the entire

business, and the Board delegates certain

responsibilities relating to Sustainability

Strategy to the relevant Board Committee,

and each of their roles are discussed

below. Further information can be found

in the Directors’ Report as set out on

pages 60 to 113.

The identification and management of

climate-change risks follows our established

risk management governance process

for the broader business. The Board has

overall accountability for reviewing and

monitoring the effectiveness of the Group’s

risk management systems and establishing

risk appetite. The Board in part discharges

these duties through delegation to the

Audit and Risk Committee (‘ARC’). The ARC

meets four times per year and formally

reviews the Group’s principal risks at least

bi-annually. It is responsible for overseeing

and advising the Board on the organisation’s

risk exposures, risk management strategy,

and the effectiveness of its risk management

systems. Further detail on the work of the

ARC can be found on pages 82 to 87.

In addition to ARC oversight, this year there

was an increased focus on sustainability at

Board level by establishing a Sustainability

Committee. The Sustainability Committee

is responsible for reviewing the Group’s

sustainability objectives and performance,

including the delivery of the Group’s

Sustainability Strategy, as well as providing

progress updates on sustainability matters

to the Board, primarily covering strategic

progress against roadmaps and programme

foundations, as well as KPI performance.

The Sustainability Committee is comprised

of four Non-Executive Directors with

additional regular attendees including

our Chief Executive Officer (‘CEO’), Chief

Operating Officer (‘COO’) and Chief Financial

Officer. Non-Executive Director, Helen Rose

chairs this meeting with our CEO and COO

leading the agenda, with support from the

Head of Sustainability. A sustainability update

is provided to the Committee twice yearly by

the COO and the Head of Sustainability. In its

inaugural year, the focus of the Committee

during FY23 was to monitor and provide

guidance on the Group sustainability agenda.

The Remuneration Committee has

responsibility for continually reviewing

the appropriateness of the remuneration

framework and specific sustainability metrics

have been considered and included in the

annual incentive for the CEO and CFO

for FY23. Further information on these

objectives can be found on pages 97 to 99.

TCFD index

Area Recommended disclosures Page(s)

Governance

Disclose the organisation’s governance

around climate-related risks and

opportunities.

(a) Describe the Board’s oversight of climate-related risks and opportunities.

(b) Describe management’s role in assessing and managing climate-related

risks and opportunities.

33 and 34

Strategy

Disclose the actual and potential impacts of

climate-related risks and opportunities on the

organisation’s business, strategy and financial

planning where such information is material.

(a) Describe the climate-related risks and opportunities the organisation has

identified over the short, medium and long-term.

(b) Describe the impact of climate-related risks and opportunities on the

organisation’s business, strategy and financial planning.

34 and 35

36 and 37

Risk management

Disclose how the organisation identifies,

assesses and manages climate-related risks.

(a) Describe the organisation’s processes for identifying and assessing

climate-related risks.

(b) Describe the organisation’s processes for managing climate-related risks.

climate-related risks are integrated into the organisation’s overall risk

management.

Metrics and targets

Disclose the metrics and targets used

to assess and manage relevant climate-

related risks and opportunities where such

information is material.

(a) Disclose the metrics used by the organisation to assess climate-related

risks and opportunities in line with its strategy and risk management

process.

(b) Disclose Scope 1, Scope 2 and, if appropriate, Scope 3 greenhouse gas

(‘GHG’) emissions, and the related risks.

risks and opportunities and performance against targets.

38 and 39

34 Greencore Group plc Annual Report and Financial Statements 2023

Board of Directors

Governance

Sustainability Committee

Group Executive Team

Sustainability Oversight Committee (‘SOC’)

Sustainable Business Management Groups (‘SBMG’)

Responsible

Sourcing

Ethics

Energy and

Environment

Communities Packaging

Healthy and

Sustainable

Diets

TCFD continued

The Nomination and Governance

Committee is responsible for Board

succession planning and ensuring that

the Board has an appropriate mix of skills

to drive the Group’s strategy, including its

Sustainability Strategy, forward. As part of

this process, experience and knowledge

of sustainability and climate risk would be

considered for new appointments, where

relevant.

Management’s role

The CEO has accountability for overall

environmental, social and governance (‘ESG’)

performance and climate-related risk for

the Group, which includes sustainability

governance. Our COO is the executive

member responsible for sustainability and

has a significant role to play in the Group’s

plans for adapting to climate risks. Each of

the strategic pillars – Sourcing with Integrity,

Making with Care and Feeding with Pride

– also has an executive responsible for its

delivery. Our Chief Commercial Officer

(‘CCO’) is accountable for how we source

our ingredients (Sourcing with Integrity), the

portfolio of food and packaging we produce

(Feeding with Pride) and our Scope 3 agenda.

Our COO leads on all our operational topics

such as energy, water, food waste and

communities.

The Group Executive Team are kept informed

regularly and support the management of

both our ESG agenda and climate risk. ESG

performance and progress is shared as part

of a quarterly ESG performance update, led

by our Head of Sustainability. Sustainability-

related risks are also reported to and

reviewed by the quarterly Risk Oversight

Committee (‘ROC’), which includes the full

Group Executive Team and Director Internal

Audit and Risk.

Our Group Executive Team are also

supported by a refreshed Sustainability

Oversight Committee (‘SOC’), previously

known as the Sustainability Steering

Committee. This SOC includes senior

leaders from relevant Group functions

such as finance, risk, company secretarial,

commercial, strategy and technical, and

meets monthly. The SOC’s purpose is to

act as a cross-functional business advisory

group, primarily supporting the Head

of Sustainability with the programme

foundations (governance, risk management,

transparency and embedding data and

reporting). The Committee outcomes feed

into the quarterly executive update provided

by the Head of Sustainability.

Strategy

In the formulation of our Group Strategy,

consideration is given to our Sustainability

Strategy, and the commitments and targets

we have set as part of that, to ensure our

longer-term business strategy is an enabler

for these ambitions.

Climate risk is considered in the context of

our overall strategy-setting process, with

particular consideration given to strategic

choices on ‘where to play’ (what customers,

categories and channels we have exposure

to) and ‘how to play’ (how we manage our

operations) will impact on delivery of our

climate commitments, and correspondingly,

the risks and opportunities that we expose

the business to in the context of ongoing

climate change. Of particular consideration is

how we look to shape our product portfolio

going forward – which product categories

we may want to grow, reduce, enter or exit,

particularly in light of the increasing consumer

interest in healthy and sustainable diets, as

well as the changing regulatory requirements

with respect to data transparency and the

‘health’ status of food items.

Managing our Scope 3 footprint will also

be an important consideration for strategic

choices on our key value chain partners

going forward. Our Scope 3 emissions and

the associated climate risk from products

and our supply chain make up most of

our total emissions footprint. Managing

both the transition and physical risk linked

to our emissions profile (such as market,

reputational and policy) in our value chain

will require substantial collaboration with

suppliers, as well as strategic climate-

focused conversations with key customers.

This year we developed a Healthy and

Sustainable Diets Roadmap that will shape

our conversations with customers going

forward. This high-level roadmap will be

matured towards our net zero plan (inclusive

of Scopes 1, 2 and 3), which will include our

value chain optimisation opportunities as

well as product.

Financial planning and financial

statements

Technological investment and the associated

capital expenditure required to future-

proof the business is also considered as we

complete ongoing reviews of our asset base.

The Group’s capital expenditure process

requires a sustainability assessment prior

to approval being provided for expenditure

to proceed. As part of this, the Group are

considering the use of internal carbon prices

for the purposes of making more sustainable

capital expenditure decisions.

In FY23, the Group invested in effluent

treatment at a number of sites to reduce the

impact of discharges from our production

locations. In addition, as part of the Group’s

focus on sustainable packaging, we invested

in new machinery to support an alternative

liner-less labelling format around our sushi

packaging at one of our key production sites.

Both of these are reflected as part of our

additions to property, plant and equipment.

There will be continued investment required

in the near term to ensure delivery of our

commitments to sustainability, most notably

in energy efficiency, as we manage our

consumption, reduce associated emissions,

and reduce our reliance on market sourced

energy. In the FY24 budget, the Group

has budgeted for energy-related capital

expenditure to drive more efficient use

of energy in the business. There is also

further capital expenditure set aside in the

Group’s strategic plans for the transition

of the Group’s distribution fleet to EVs and

alternative fuels. The Group is expecting to

replace its entire 3.5t fleet with EVs by 2035.

From 2030 the Group will be focused on

converting the larger HGV fleet to alternative

fuels.

35Strategic Report | Directors’ Report | Financial Statements | Other Information

As the Group are targeting 2030 onwards

for the full transition of the distribution fleet

to EVs or to operate with an alternative fuel

to diesel, there are no current anticipated

impairments to the existing fleet.

From a going concern and viability

perspective and goodwill impairment

assessment, the above budgeted and

forecast amounts have also been included

in the assessments performed.

Refinancing of external borrowings

As disclosed in Note 32 to the Financial

Statements, the Group refinanced its

borrowings in November 2023. The

refinancing has incorporated a number of

key ESG objectives into the financing. The

Group obtained a new £350m sustainability

linked Revolving Credit Facility (‘RCF’)

post year end. The RCF incorporates

sustainability-linked performance targets

which align with our Sustainability Strategy.

The current performance targets include

annual reductions of absolute Scope 1 and

Scope 2 GHG emissions and reduction in

the Group’s Reportable Accident Frequency

Rate. The target set will also evolve to

include Scope 3 emissions following an

update to the Group’s target in the coming

year. All targets need to be achieved in order

to attain maximum margin benefit.

Business resilience to climate-related

risks and opportunities

We carried out a climate change risk and

opportunity assessment during FY22. The

project was supported by an expert third

party, reviewing climate risk and opportunity

for the Group and utilising a climate scenario

modelling tool. The analysis was conducted

across six food categories (red meat, poultry,

dairy, cereal, vegetables and produce) as well

as property.

The identification of impacts were based

on no changes being made to Greencore

operations throughout the period selected,

so that the full impact of what could occur if

Greencore were not to take action could be

understood.

The scenario analysis and modelling

was completed under Representative

Concentration Pathways scenarios 1.9 and

8.5. These model the potential impact

on the six food categories and property

from physical risk (being the risk of floods,

increases in ambient temperatures and

heatwaves) and transitional risk (being

increased costs due to a carbon tax on

emissions in the agricultural sector along

with increases in compliance costs due

to a carbon tax on Scope 1 and Scope 2

emissions) through to 2030. The period to

2030 was selected as this is the period most

critical for decision-making in the near to

medium term.

The scenario analysis identified that the

potential impact of transition risk on the

food categories selected was in excess of

£5m for each of red meat, poultry, dairy,

cereal and property if there is no mitigation

employed and the Group’s operating model

in 2030 remained constant at FY21 levels. For

vegetables, the potential impact would be

between £1m and £3m, and for produce, the

potential impact would be between £0.25m

and £1m. For physical risk, the scenario

analysis identified that the potential impact

on each of the categories would be less than

£0.25m. The analysis showed that the key

risks for the Group mainly arise from carbon

pricing under the low carbon transition

scenario with the impacts from chronic

climate change and acute climate events not

found to be material for 2030.

This scenario analysis helped to provide

an initial understanding on the climate-

related physical and transition risks that

are material to Greencore, which we

need to manage through our broader

stakeholder environment. The Group will

continue to use this analysis as a baseline

of understanding, but complete a more in

depth scenario analysis in FY24 to inform a

climate adaptation strategy that will guide

our discussions with stakeholders and our

supply chain, and support us in continuing to

build a business resilient to the physical and

transition climate risks that we will face.

36 Greencore Group plc Annual Report and Financial Statements 2023

TCFD continued

Climate risks and opportunities

Our global supply chain carries significant physical risk due the nature of our business and its reliance on the environment. The process of

identifying climate-related risks and opportunities within our supply chain was done via a qualitative and quantitative risk assessment process

completed in FY22. These key significant risks were then built into the scenario analysis process to fully capture relevant areas of the business.

The following risks and opportunities are linked to our Sustainability Strategy on pages 24 to 31. The results of the scenario analyses are

included below:

Physical risks

Chronic climate change and acute weather events

The occurrence of significant weather events including heatwaves,

drought, floods, storms, crop pests and animal diseases and changes

in precipitation patterns, rising mean temperatures and rising sea

levels.

Horizon: Short/medium/long-term

The Group has noted that there was an immaterial impact to the

Group’s operations as a result of weather events over the past year.

The Group believes that physical risks such as heatwaves, flooding

and acute weather events will continue to be mitigated by the Group.

However, the Group believes that the risk is applicable to the short,

medium and long term due to the changing nature of acute weather

events.

Impact on the Group:

The Group’s business operations rely on raw materials that are key

for the production of the Group’s food products. Climate change and

acute weather events may create shortages in availability or supply

of raw materials that could cause interruption to the business and

constraints on the supply of these critical materials.

Mitigation:

• The Group continuously researches alternative and/or new

materials to use as substitutes for key materials to ensure resilience

of supply chain and business operations.

• The Procurement team are focused on monitoring availability of

existing raw materials to increase supply resilience.

Transition risks

Policy and legal

External infrastructure and energy transition planning resulting in

increased costs and requiring strategic capital investment.

Horizon: Short/medium-term

Impact on the Group:

The availability of low carbon and reliable energy sources for energy

intensive assets along with government policies and investment

in clean energy, or lack thereof, could impact the continuity

of products, increase costs of energy sources (e.g., pricing of

greenhouse gas (‘GHG’) emissions) and require extensive investment

to ensure reliable, clean energy sources.

Mitigation:

• The Group regularly monitors the regulatory and policy

requirements in Ireland and the UK to identify changes in the

regulatory environment that could adversely impact the Group’s

energy requirements.

• The Group applies hedging of energy as appropriate to avoid

energy price fluctuations.

• The Group continually reviews and investigates alternative, lower

carbon energy sources.

• The Group’s Operations function focuses on innovations that

reduce energy consumption and materials.

Market

Changing consumer preferences and changes to operational models

requiring increased costs and changes in processes.

Horizon: Short/medium-term

Impact on the Group:

Changing consumer preferences could impact demand for products

that the Group produces. The change in demand could require

changes to the Group’s operating model and require investment to

facilitate changes to existing processes.

Mitigation:

• The Group closely monitors consumer preferences as part of the

Group’s operations, with healthy and sustainable diets a key focus

of the Group.

• Maintain investment in research and development, process

optimisation and product innovation.

37Strategic Report | Directors’ Report | Financial Statements | Other Information

Transition risks continued

Technology

Advancements in technology resulting in transition to lower

emissions technology.

Horizon: Short/medium-term

Impact on the Group:

Advancements in technology could result in substitution of existing

products, services or assets with lower emission options and lower

emission technology. This in turn could cause asset write offs as a

result of early retirement of assets that do not meet lower emission

technology requirements.

Mitigation:

• The Group has put aside capital expenditure to assist the business

with advancements in lower emissions technology.

• The Group includes sustainability considerations in its capital

expenditure process and useful life of assets is reviewed annually.

Opportunities

Reputation

The work that the Group is doing on sustainable food products could

result in favourable increase in demand due to shifts in consumer

preferences.

Horizon: Short/medium-term

Impact on the Group:

Consumer demand is changing in response to climate risk and the

Group’s ability and reputation for producing products that align to

changing consumer preferences could result in favourable increases

in demand.

Actions to maximise:

• The Group is proactively working to upskill the organisation and

assigning Plan Owners to bring sustainability into our everyday

decision-making.

• The Group actively monitors consumer preferences.

Technology

Advancements in technology could reduce operating costs.

Horizon: Short/medium/long-term

Impact on the Group:

Advancements in technology could result in reduced operating costs

through efficiency gains and reduced exposure to fossil fuels and

volatile prices.

Actions to maximise:

• The Group is working to onboard advanced technology as

evidenced through the changes being made to the Group’s

distribution fleet on a phased basis to electric and natural fuels.

• Efficient energy management in line with engineering asset

management including installation of metering at sites to track

energy use.

Time horizons for TCFD

Time period Years Reason

Short

0 to 3 years Aligned to our financial planning cycle and typical

capital investment payback time used for financial

planning.

Medium

3 to 10 years Nearer term to capture transition risks.

Long

10 years + Longer term to capture physical risks and opportunities.

38 Greencore Group plc Annual Report and Financial Statements 2023

TCFD continued

Risk management

The identification and management of

climate change risks follow our established

risk management process for the broader

business. The Board has overall accountability

for setting the Group’s strategy, reviewing,

and monitoring the effectiveness of the

Group’s risk management systems, and

establishing risk appetite. The Board in part

discharges these duties through delegation

to the Audit and Risk Committee (‘ARC’).

The ARC is responsible for overseeing and

advising the Board on the organisation’s risk

exposures, risk management strategy, and the

effectiveness of its risk management systems.

Principal risks, defined as those most likely

to have a significant impact on Group-wide

objectives, are identified by the Group

Executive Team. The Group has identified

the delivery of our sustainability agenda as

a principal risk. Moving into FY24, broader

climate-risk identification, assessment,

mitigation, and review will be aligned more

closely with our Enterprise Risk Management

(‘ERM’) framework. Once integrated, this risk

will be prioritised against all other business

risks via the risk management process

described on page 49. Our principal risk

profile is dynamic and reviewed on a regular

basis. New risks critical to the success of the

Group will be captured and tracked by these

processes as appropriate. Functional risks are

identified and tracked across a range of risk

registers embedded within core functions.

These are the risks relevant to functional

responsibilities and objectives and include a

tracking of climate-related risk.

The most significant areas of risk identified

to date relate to the potential impacts on

raw material availability through changes in

global weather patterns or extreme weather

events, changing consumer demand leading

to adjustments in our product portfolio, and

the possible disruption to manufacturing

and logistics operations. The existing and

emerging regulatory requirements related

to climate change is a key risk in the short

term and will be closely monitored by the

development of a three year Transparency

Roadmap, that will be owned by the

Sustainability team.

Principal, emerging, and functional Risks

are reported to and reviewed by a quarterly

Risk Oversight Committee (‘ROC’), made up

of the Group Executive Team and Director

Internal Audit and Risk. The remit of the

ROC is to provide management oversight

of the suitability and effectiveness of the

Group’s risk management systems, including

the risk management policy, protocols,

and governance. The ROC is the primary

forum in which climate risk is reviewed and

addressed at business level. However, the

more specific functional level climate risks

such as a crop specific failure, site specific

flooding or other site-specific disruption will

be captured in the relevant Procurement and

Operations risk registers.

The 2023 summer season has highlighted the

accelerated risk of climate change as weather

patterns become increasingly unstable and,

in many cases, extreme and drawn out. In

FY24, the Group will be focusing on how we

identify, measure, and plan for climate risk

across all parts of our business to ensure

the business is preparing for heightened

medium- and long-term impacts.

Read more on our Risk and Risk Management section

on pages 49 to 57

Metrics and targets

This section discloses our operational energy

consumption, carbon footprint, food waste and

surplus, and energy efficiency targets in line

with the UK Government’s Streamlined Energy

and Carbon Reporting (‘SECR’) Regulation.

Our food waste baseline year of FY17 differs

from our Scope 1, 2 and 3 absolute carbon

emissions baseline year of FY19 due to

reporting in line with the food industry

collaborative programme, the UK Food Waste

Reduction Roadmap. We continue to disclose

our total consumption and per tonne water

impact in the interim as we work towards

establishing a medium-term group reduction

target as our primary measure.

We assess our performance against medium-

term targets (2030) and short-term Key

Performance Indicators (‘KPIs’*), with our

SBTi approved target being the primary

measure for progress towards our net

zero Scope 1 and 2 commitment for 2040,

alongside supporting KPIs such as total

gross emissions. With the new Forest, Land

and Agriculture (‘FLAG’) regulation coming

into effect in March this year, affecting

Greencore from FY24, we will begin work

to reset our Scope 3 target to align with a

1.5°C trajectory, and the FLAG regulation,

as well as move to an absolute measure to

enable a glide path to net zero. Our FY24

footprint will be calculated using the FLAG

methodology across our ingredient footprint,

however we do not expect to have our new

target approved by this point due to known

approval delays by the SBTi, so we will report

against our current, relative, SBTi Scope 3

target in FY24.

The SBTi requires that science-based targets

are recalculated to reflect material changes

in climate science and business context to

ensure their continued relevance. The SBTi

stipulates that targets shall be reviewed and, if

necessary, recalculated and revalidated every

five years at a minimum. We review our GHG

inventory on an annual basis and restate our

data and/or recalculate our science-based

targets when required, to reflect changes to

our group structure, methodology changes

or errors.

* We have annual reduction targets in place for

energy, water and food waste, formed as part of

a nonlinear pathway to 2030. This pathway was

previously linear but has been adjusted to reflect

historical performance.

Annual greenhouse gas (‘GHG’) emissions (tonnes CO

e)*

Emissions from Absolute Group GHGs: FY23 FY22 Base FY19

Combustion of fuel and operation of facilities (Scope 1) 71,858 72,320 60,952

Electricity, heat, steam and cooling purchased for own use (Scope 2) 21,508 20,335 28,654

Total gross emissions (tCO

e) Scope 1 and 2 93,366 92,655 89,606

Green tariff (tCO

e from green energy certificates) (1,761)

(19,563) (28,624)

Total net emissions (Scope 1 and 2) 91,605 73,092 60,982

Scope 3 emissions (m tonnes of CO

1.40 1.48 1.58

Total Scope 1, 2 and 3 emissions (m tonnes of CO

e) 1.49 1.55 1.67

GHGs Intensity Measure

Revenue (£’000) 1,913,696 1,739,600 1,446,100

Scope 1 and 2 kilogrammesCO

e/£1 revenue 0.049 0.053 0.062

Scope 3 tonnesCO

e/t product 2.73 2.74

2.81

39Strategic Report | Directors’ Report | Financial Statements | Other Information

Energy and water KPIs (for manufacturing only)

Emissions from: FY23 FY22 Base FY19

Total primary energy consumption (MWhp) 489,782 488,497 467,617

Energy intensity ratio (kWhp/tonne) 1,250 1,254 1,235

Water consumption (megalitres) 2,717 2,709 2,255

Water per tonne of production (m

/tonne) 6.93 6.96 5.96

Food waste and surplus (for manufacturing only)

Tonnes: FY23 FY22 Base FY17

Food waste 34,523 36,737 42,180

Animal feed 6,506 5,911

7,285

Surplus redistribution 770 688 746

Total food handled 432,050 433,012 442,865

Food waste as a % total food handled 7.99% 8.48% 9.52%

1. Number revised following reporting improvements.

Focuses for FY24

We will continue to develop our understanding of how climate will materially impact our business, both through risks and opportunities. Our

focus activities for the next 12 months will include:

• Continue to develop our roadmaps and activities towards meeting our climate commitments including decarbonisation targets under SBTi;

• Update our scenario analysis to inform an evaluation of our key risks and opportunities;

• Ensure climate-risk identification, assessment, mitigation, and review is aligned more closely with our ERM Framework as well as strategic

and financial planning;

• Ensure climate-risk and opportunity is embedded and monitored under the same governance framework as our Sustainability Strategy;

• Ensure our Board, Group Executive Team and functional leaders are upskilled on climate risk and opportunity; and

• Collaborate with our key suppliers with the intention to include validated supplier data to further refine our Scope 3 and increase the

accuracy, allowing us to better understand the ingredient and packaging physical risk profile.

We recognise the deep and intricate connections between food systems and the health of both people and planet, as well as the impact of

a changing climate for our own future. Greencore is committed to maturing both our understanding and approach to the risk we face, the

mitigating actions to address these and upskilling our business leaders to support this.

* GHG emissions data for Scope 1 and 2 is calculated by reference to our core Group operations and offices in the UK and Ireland (excluding Trilby Trading Limited). Our GHG

emissions have been calculated using the GHG Protocol Corporate Accounting and Reporting Standard, and emissions factors from the Department for Energy, Security and

Net Zero (‘DESNZ’), using UK Government GHG Conversion Factors for Company Reporting.

1. Adjusted historical data for Scope 3 emissions reflecting updates to data collection and ensuring consistency of approach.

2. Scope 3 emissions scoping, data collection and analysis has been performed in line with the Greenhouse Gas Protocol Corporate Standard, which is the most widely

recognised framework for corporate GHG accounting internationally. The key categories for Scope 3 included in this assessment are purchased goods and upstream

transport. These are tracked for the science-based target set in 2021 as they were assessed to be the material categories during our original whole business baseline and

target setting process.

3. This follows a move away from Renewable Energy Guarantees of Origin this year, to focus on workstreams such as solar, PPAs, and other renewables options.

Annual energy consumption*

Emissions from: FY23 FY22 Base FY19

Fuel non-renewable (MWh) 346,484 346,107 289,954

Fuel renewable (MWh) 2,248 1,498 1,045

Total fuel consumption (MWh) 348,733 347,605 290,999

Total electricity consumption (MWh) 103,781 105,087 108,012

Total energy consumption (MWh) 452,513 452,692 399,011

* Total energy consumption in MWh was calculated from primary consumption data, using standard conversion factors from the UK Government GHG Conversion Factors

for Company Reporting 2023. The data was collated specifically for this Annual Report and Financial Statements. Energy consumption data is for UK and Ireland office

and operations (excluding Trilby Trading Limited).

40 Greencore Group plc Annual Report and Financial Statements 2023

FY23

FY22

FY23

FY22

FY23

FY22

Our Key Performance Indicators

We use our Key Performance Indicators (‘KPIs’) to assess

and monitor the performance of the Group and to measure

our progress against our strategic objectives.

Our financial KPIs measure progress of our strategic priorities in delivering profitability,

returns and cashflow. In measuring this progress, we also consider the relationship

between each of these measures.

All of the Group’s financial KPIs are non-IFRS measures or Alternative Performance Measures

(‘APMs’). The definitions, calculations and reconciliations of all APMs (including these financial

KPIs) to IFRS are set out within the APMs section on page 177.

Pro Forma Revenue Growth

+13.5%

(FY22: +29.4%)

Strategic relevance

The Group uses Pro Forma Revenue Growth

as it believes this provides a more accurate

guide to underlying revenue performance.

It is central to our strategic framework.

FY23 performance

Pro Forma Revenue Growth increased by

13.5% in FY23 driven by modest volume

growth (including impact of new business

wins) and the pass through of inflation. In

addition, an adjustment was made to reflect

the additional trading week in FY22 as FY22

was a 53 week trading period and FY23 was

a 52 week trading period.

Strategic relevance

The Group uses Adjusted Operating Profit

to measure the underlying and ongoing

operating performance of each part of

the business and of the Group as a whole.

FY23 performance

Adjusted Operating Profit in FY23 was

£76.3m, an increase of £4.1m against

FY22, supported by the implementation of

commercial and operational initiatives.

Strategic relevance

The Group uses Adjusted EPS as a

key measure of the overall underlying

performance of the Group and returns

generated for each share.

FY23 performance

Adjusted EPS was 9.3 pence an increase

of 0.1 pence against FY22, as a result of an

improvement in Adjusted Operating Profit.

Adjusted Operating Profit

£76.3m

(FY22: £72.2m)

Adjusted Earnings per Share (‘EPS’)

9.3p

(FY22: 9.2p)

Profitability

FINANCIAL

41Strategic Report | Directors’ Report | Financial Statements | Other Information

FY23

FY22

FY23

FY22

FY23

FY22

Strategic relevance

The Group uses Free Cash Flow to measure

the amount of underlying cash generation

and the cash available for distribution and

allocation.

FY23 performance

Free Cash Flow in FY23 was an inflow of

£56.8m compared to £58.7m in FY22.

The main driver of the decrease is due to

increased Maintenance Capital Expenditure

and increased financing costs. In addition,

the Group had lower Strategic Capital

Expenditure than FY22 and disposed of

Trilby Trading Limited during FY23.

Strategic relevance

The Group uses ROIC as a key measure

to determine what return is generated

from each part of the business, as well

as measuring the financial quality of

potential new investments.

FY23 performance

The Group’s ROIC in FY23 was 8.9%

which was 50bps ahead of the FY22

measure of 8.4%. ROIC was positively

impacted by the increase in Adjusted

Operating Profit, which was offset by

an increase in the effective tax rate

from 19% to 21%.

ROIC

8.9%

(FY22: 8.4%)

Free Cash Flow

£56.8m

(FY22: £58.7m)

Strategic relevance

The Group uses Free Cash Flow Conversion

to measure how efficiently profits from

the overall underlying performance of the

Group are transformed to cash available

for distribution and allocation.

FY23 performance

The Free Cash Flow Conversion metric

of 42.8% decreased from 46.3% in FY22

consistent with Free Cash Flow, this was

due to increased Maintenance Capital

Expenditure and increased financing costs.

In addition, the Group had lower Strategic

Capital Expenditure than FY22 and disposed

of Trilby Trading Limited during FY23.

Free Cash Flow Conversion

42.8%

(FY22: 46.3%)

Returns

Cash Flow

Link to remuneration

The remuneration of Executive Directors is aligned closely with financial and non-

financial KPIs through the Company’s Performance Share Plan (‘PSP’) and Annual

Bonus Plan (‘ABP’). PSP awards granted in FY23 (and those intended to be granted

in FY24) are based on a scorecard of three equally-weighted measures comprising

Return on Invested Capital (‘ROIC’) and Adjusted EPS, alongside Total Shareholder

Return (‘TSR’). The financial element of the ABP continues to be linked to Adjusted

Operating Profit (weighted 50%) and Free Cash Flow (weighted 25%), with the

remaining 25% linked to personal and strategic objectives selected each year

to reflect our non-financial KPIs and other short-term business priorities.

See Report on Directors’ Remuneration on page 88

42 Greencore Group plc Annual Report and Financial Statements 2023

Our Key Performance Indicators continued

We use our KPIs to assess and monitor the performance of the

Group and to measure our progress against our strategic objectives.

Our non-financial KPIs are designed to measure progress against

the key drivers of our purpose – People at the Core, Sustainability,

Excellence and Great Food.

Waste as % total food

handled

7.99%

(FY22: 8.5%)

Primary energy consumption

per tonne

1,250

kWp per tonne

(FY22: 1,254)

Food waste Energy efficiency

Sustainability

Strategic relevance

Managing food waste is a top

priority across our operations.

We address this in multiple

ways including prevention,

redistribution, and use in animal

feed. This forms the basis of our

commitment to halve our food

waste (from a FY17 baseline)

by 2030, in line with the UN

Sustainable Development

Goal target.

FY23 performance

In FY23, our food waste,

measured as a percentage of

the product and ingredient

handled, was 7.99%. This

is a decrease from last

year’s performance at

8.48%, primarily due to the

Group’s continued focus on

simplification of products, as

well as improvements in data

and reporting. To date, we have

achieved a 1.53% reduction

from our base year (FY17)

in food waste as an overall

percentage of food handled,

and 16% of the 50% reduction

target set for 2030.

Strategic relevance

Reducing GHG emissions

through intelligent energy use

will help us transition towards

a net zero future. We have

committed to science

based targets to help guide

us to succeed, and we are

continually monitoring

our use of energy to assess

our progress.

FY23 performance

In FY23, our total gross Scope

1 and 2 carbon emissions

increased from the previous

year from 92,655 tonnes

to 93,366 tonnes, an 0.8%

increase, and from our base

year of 89,606 tonnes an

increase of 4.2%. Although

data quality and availability

has improved this year, we

have not decoupled energy

consumption from production

tonnage. We are committed to

addressing our challenges in

the coming year by deploying

our Energy Roadmap across

our Operations network.

% Engagement

in survey

76%

(FY22 and FY23)

% Internal

progression rate

41%

(FY22: 44%)

Employee

engagement

Learning and

development

People at the Core

Strategic relevance

Our employee engagement

score provides us with insight

into how committed our

people are to our goals,

how motivated they are to

contribute to our success and

importantly how likely they

are to recommend Greencore

as an employer.

FY23 performance

The full People at the Core

survey is completed by our

colleagues every 18 months.

In the interim period, we

issued a Pulse Engagement

Survey. During FY23, a Pulse

Engagement Survey was

carried out across five key

sites and all central functions

asking colleagues to share

their thoughts on how we’ve

progressed on engagement

action plans. We are pleased

to report that the sustainable

engagement scores for the five

key sites and central functions

increased from 74% to 76%.

Our next full People at the

Core survey will take place

in summer 2024.

Strategic relevance

We aim to motivate and

support our people to take

on more responsibility and

ownership, we also recognise

and reward talent. The

internal progression rate is a

useful measure to assess this

development and is calculated

as the total number of roles

vacant in the year that were

filled by internal candidates.

FY23 performance

Despite a slight decline in the

internal hire ratio our Grow with

Greencore approach helps our

people to enrich their careers,

providing opportunities for

growth and progression,

and to achieve their potential.

NON-FINANCIAL

1. The % engagement in survey score for FY22 and FY23 is 76% as this KPI

relates to the People at the Core survey that took place in October 2022

and therefore applies to both FY22 and FY23.

43Strategic Report | Directors’ Report | Financial Statements | Other Information

% products delivered on

time and in full

98.5%

(FY22: 97.4%)

% BRCGS audits at

AA/A grades

100%

(FY22: 100%)

Reportable Accident

Frequency Rate (‘RAFR’)

0.26

(per 100,000 hours)

(FY22: 0.33)

Advantage survey

(FY22:#1)

Service Food safetyHealth

and safety

Commercial

Excellence Great Food

Strategic relevance

Building customer relationships

underpins the Group’s strategic

priority to deepen customer

relevance. An important

component of measuring this

is our service level. We track

our service level by measuring

the products we deliver to

customers, on time and in full,

compared to what they ordered

from us.

FY23 performance

Operational service levels in

the year were improved from

97.4% to 98.5%, as supply

chain and labour challenges

eased and other operational

improvements were

embedded.

Strategic relevance

Producing safe, authentic

and excellent quality food is

central to everything we do.

The Group utilises the Brand

Reputation Compliance Global

Standards in food safety (the

‘BRCGS’) to measure food

safety levels, a standard that

is recognised by the Global

Food Safety Initiative. Testing

is carried out through audits

on food safety, quality and

operational criteria at each

of our sites. All unannounced

audits were paused during

the pandemic. These are

now being reinstated so the

current audit results are a

mixture of announced and

unannounced audits.

FY23 performance

For the sixth consecutive year,

we met the highest level of

food safety performance, with

all 16 of our manufacturing

sites audited achieving AA or

A grades, the highest levels

attainable for announced

audits under BRCGS.

Strategic relevance

We are committed to

enhancing the health,

safety and wellbeing of our

colleagues. We recognise

this is critical to the success

of our business, and we work

hard to understand risks to

our colleagues in order to

build strategic, targeted and

evidence-based interventions.

We continually review and

measure the performance

of our compliance and

culture through monitoring

performance measures

and auditing that informs

Greencore leadership on

improvement programmes for

health and safety.

FY23 performance

Our RAFR has shown a slight

improvement from 0.33 to 0.26

as a result of a continued focus

on health and safety.

Strategic relevance

Central to our commercial

success is a relentless

focus on our customer

relationships. Each year, the

Advantage Group surveys

retailers about their chilled

convenience supplier base,

both branded and own-label,

across a range of important

performance areas.

FY23 performance

Despite a challenging

backdrop, we maintained

the number-one position in

the overall Advantage Group

survey. We ranked as clear

number-one supplier within

the food to go and ready meals

categories and scored strong

positions across our other

product areas.

Link to remuneration

The remuneration of Executive Directors is aligned closely with financial and non-

financial KPIs through the Company’s Performance Share Plan (‘PSP’) and Annual

Bonus Plan (‘ABP’). PSP awards granted in FY23 (and those intended to be granted

in FY24) are based on a scorecard of three equally-weighted measures comprising

ROIC and Adjusted EPS, alongside Total Shareholder Return (‘TSR’). The financial

element of the ABP continues to be linked to Adjusted Operating Profit (weighted

50%) and Free Cash Flow (weighted 25%), with the remaining 25% linked to personal

and strategic objectives selected each year to reflect our non-financial KPIs and

other short term business priorities.

See Report on Directors’ Remuneration on page 88

44 Greencore Group plc Annual Report and Financial Statements 2023

Operating and financial review

OPERATING

REVIEW

Strategic developments

The Group delivered good progress against

its strategic priorities in FY23, underpinned

by close customer engagement in a highly

inflationary and difficult consumer spending

environment. The Group delivered year-

on-year reported revenue growth of 10.0%,

through a combination of underlying volume

growth, including net new business wins and

also recovering significant levels of inflation.

Manufactured volume growth of 0.5%

represents a strong volume performance,

relative to the wider market performance.

The Group maintained outstanding

operational service levels during the financial

year, working closely with our customers and

supply partners, with overall service levels at

98.5% in FY23 compared to 97.4% in FY22.

Management has remained focused on

proactively managing contract returns and

capacity management across the Group.

The Group has exited a number of contracts,

which were delivering sub-optimal returns

with a focus on maximising returns and

optimising use of our manufacturing footprint.

The Group successfully delivered on its Better

Greencore programme targets in FY23, a

change programme to drive efficiency and

profit improvement, with a focus on fixed

cost and overhead inflation. The targeted

£30m of annualised benefits from this

programme were realised during H2 FY23.

In March 2023, the Group accelerated a

headcount reduction programme which

resulted in the reduction of approximately

250 salaried roles, in addition to this, a further

100 vacant salaried roles were removed from

the organisational structure.

An exceptional charge of £8.9m was

recognised in FY23 related to the Better

Greencore programme; bringing the

cumulative cost of delivery of the

programme to £25.7m, including £0.7m

of capital expenditure.

During the financial year the Group

established a strategic framework for recovery

and growth, with goals set across a three

horizon framework:

• The first objective was to stabilise the

business through the first horizon, which

was achieved in FY23;

• The second horizon is focused on the

rebuilding of profitability and returns; and

• The focus of the third horizon is to further

develop our strong growth platform.

Our horizon framework will guide the

prioritisation and sequencing of our long-

term strategic objectives.

The Group also initiated incremental activity

on commercial and operational efficiencies

to support profitability and mitigate inflation

in FY23. The Group made good progress in

implementing these in FY23 as outlined below.

• A commercial excellence programme

combining profit enhancement activities

across volume, cost, pricing and product

mix:

– a deep product innovation pipeline

has enabled the Group to drive volume

and unlock value for both Greencore

and customers;

– improvements in our NPD process

have increased efficiency and allowed

us to better support customers;

– in FY23, the number of SKUs were

reduced by 9% with volume per SKU

increasing 10%; while the Group

continued to be a supplier of choice to

our chosen partners; and

– increased focus on returns has led to

the resignation from contracts which

were delivering sub-optimal returns.

• A structured operational excellence

programme has been rolled-out across

the business. This involves:

– detailed diagnostic benchmarking of

the Group’s manufacturing facilities;

– the selection of four pilot large sites

for improvement activities, which

together account for c.50% of Group

cost of goods sold; and

– implementation of improvement

methodologies, with each of the

four sites focused on one of material

waste, labour, planning, supply chain

planning or engineering.

Following on from this the Group will

continue to focus on commercial excellence,

operational excellence and continued tight

management of costs.

The Group announced the appointment of

Catherine Gubbins as Executive Director and

Chief Financial Officer on 5 September 2023.

Catherine joins the business on 6 February

2024 from daa plc, the global airports and

travel retail group where she has worked for

nine years in various roles including as Group

CFO since March 2021.

In November 2023, John Amaechi and Sly

Bailey advised the Board that they would not

be seeking re-election at the 2024 Annual

General Meeting.

Trading Performance

Group reported revenue increased by

10.0% to £1.9bn in FY23. Reported revenue

growth was driven by an 11.3% benefit from

recovery of cost inflation, a 0.7% benefit

from manufactured volume increases (a

combination of underlying growth, price

mix and new business wins) and a (1.9%)

decline related to distribution of third-party

goods, the Trilby Trading Limited business

and revenue contribution from the 53rd

week in FY22. On a pro forma basis, revenue

increased 13.5% in FY23 as a result of

Trading Performance

FY23

£m

FY22

£m

Change

(As reported)

Change

(Pro Forma

basis)

Revenue 1,913.7 1,739.6 +10.0% +13.5%

Group Operating Profit 66.0 52.1 +£13.9m n/a

Adjusted Operating Profit 76.3 72.2 +£4.1m n/a

Group Profit Before Tax 45.2 39.8 +£5.4m n/a

1. The Group uses Alternative Performance Measures (‘APMs’) which are non-International Financial Reporting Standards (‘IFRS’) measures to monitor the performance of

its operations and of the Group as a whole. These APMs along with their definitions and reconciliations to IFRS measures are provided in the APMs section on page 177.

45Strategic Report | Directors’ Report | Financial Statements | Other Information

adjusting for the impact of the 53rd week

in FY22 and the disposal of the edible oils

trading business, Trilby Trading Limited.

Overall, Group Operating Profit in FY23

increased 26.7% to £66.0m and Adjusted

Operating Profit increased by 5.7% to

£76.3m. The Adjusted Operating Profit

improvement was driven by the increased

revenue performance underpinned by

the operational and commercial initiatives

implemented during the financial year.

Group Profit Before Tax was £45.2m in FY23,

compared to £39.8m in FY22.

Substantial inflation in the Group’s main

cost components led to a low double

digit percentage rate of inflation in FY23.

Inflation incurred was largely recovered or

mitigated in the period, through a number

of mechanisms, including pass-through of

cost increases, cost reductions, product

and range reformulations, and alternative

sourcing. Specifically, the Better Greencore

change programme alongside other

efficiency initiatives also supported the

offsetting, recovery and mitigation of labour,

fixed cost and other overhead cost inflation.

The largest component of inflation was

in commodities across raw materials and

packaging, some of which was recovered

through pre-agreed recovery mechanisms in

place with a number of customers. The other

elements of inflation were largely recovered

through a combination of close customer

engagement and operational efficiencies.

Key initiatives on which the Group worked

in collaboration with customers, included

range alterations, packaging redesigns and

product reformulations.

New business, net of business losses,

contributed c.2% of the Group’s revenue

growth in the period. The new business was

largely driven by the annualisation of the on-

boarding of a strategic business win across

multiple categories, which was supported by

a strategic capital investment.

The Group managed a very active

commercial agenda with customers in

FY23 and launched approximately 400

new or reformulated products, within the

Group’s total SKU range of more than 1,600

products. Examples of launches with key

customers during the financial year include

Christmas ranges of sandwiches. In January

2023, a series of new own label brands were

launched in the vegan and health category

with major retailers. We also launched a new

range of cooking sauces, as well as creating

summer twists on the nation’s favourite

quiche and picnic ranges.

Revenue in the Group’s Food to Go

categories (comprising sandwiches, salads,

sushi and chilled snacking) totalled £1.25bn

and accounted for approximately 65%

of reported revenue. Reported revenue

increased by 7.9% in these categories, largely

driven by inflation recovery, in addition

to volume growth in sandwiches and the

contribution of new business wins. The

Group also experienced volume growth

across the Food to Go Salads category,

however there were weaker performances

in the Side of Plate category and a continued

challenging own label sushi market. Revenue

from the distribution of third-party products

accounted for approximately 9% of Group

revenue in FY23.

The Group’s Other Convenience categories

comprise activities in the chilled ready

meals, chilled soups and sauces, chilled

quiche, ambient sauces and pickles, and

frozen Yorkshire Pudding categories, as

well as the Trilby Trading Limited business.

Reported revenue across these categories

increased by 14.3% to £661.1m in FY23. The

increase was driven by inflation recovery,

in addition to volume increases across a

number of categories. Revenue related to

volume growth was 0.4% higher than in

FY22, excluding the impact of the 53rd week

in FY22, due largely to the annualisation

of new business wins onboarded in the

ready meals category in FY22. In addition

to this the Group also saw a strong volume

performance in the cooking sauce and soup

categories, however much of the remainder

of the grocery category saw a more

challenging performance.

Group Cash Flow and Returns

The Group continued to carefully manage

both Cash Flows and leverage in FY23.

The Group recorded a Free Cash inflow of

£56.8m in FY23 a modest decrease on the

prior year as the higher profitability in FY23,

was offset by increases in financing and tax

costs. Free Cash Flow conversion was 42.8%

compared with 46.3% in FY22.

The Group’s Net Debt at 29 September

2023 was £199.0m, a decrease of £29.0m

compared to 30 September 2022. Net Debt

excluding lease liabilities was £154.0m

down 14% on the prior year due to increased

profitability, reduction in capital expenditure

and disposal proceeds of Trilby Trading

Limited. The Group’s Net Debt: EBITDA

leverage covenant as measured under

financing agreements was 1.2x at period end,

compared to 1.5x at 30 September 2022.

Group Cash Flow and Returns

FY23

£m

FY22

£m

Change

(As reported)

Free Cash Flow 56.8 58.7 -£1.9m

Net Debt 199.0 228.0 -£29.0m

Net Debt (excluding lease liabilities) 154.0 180.0 -£26.0m

ROIC 8.9% 8.4% 50bps

46 Greencore Group plc Annual Report and Financial Statements 2023

Operating and financial review continued

In January 2023, the Group further

strengthened its balance sheet when it

extended the maturity on its £50m bilateral

facility by two years to January 2026. As at

29 September 2023, the Group had total

committed debt facilities of £482.8m, a

weighted average maturity of 2.1 years and

cash and undrawn committed bank facilities

of £327.8m. Subsequent to the year end, the

Group has refinanced its debt facilities with

a new five year £350m sustainability linked

revolving credit facility.

ROIC increased to 8.9% for the year ended

29 September 2023, compared to 8.4% for

the prior year. The year-on-year increase was

driven primarily by increased profitability in

the 12-month period to 29 September 2023.

Average invested capital decreased year-on-

year from £695.0m to £678.1m.

Better Future Plan

During FY23, we focused on assigning

ownership of action and refined topic

priorities to help us to reach our targets.

Our FY23 key sustainability strategy progress

included the implementation of a new

Plan Ownership Model which sees plan

owners within relevant business functions

take responsibility for each element of our

Better Future Plan and defined the strategic

focus to four priorities; energy, food waste,

communities and healthy and sustainable

diets.

Progress across the Better Future Plan was

made as outlined below:

• reported on deforestation-free soy for the

first time, providing visibility of the total

soy footprint;

• embedded human rights as an agenda

item for discussion in key supplier

performance meetings;

• launched scope 3 carbon engagement

with key suppliers, for collaboration with

suppliers;

• completed energy savings opportunity

scheme (ESOS) audits across 80% of our

total group energy usage; and

• on-boarded the Mondra environmental

footprinting tool.

47Strategic Report | Directors’ Report | Financial Statements | Other Information

FINANCIAL

REVIEW

Revenue and Operating Profit

Reported revenue in the period was

£1,913.7m, an increase of 10.0% compared

to FY22, due to increased volume in the

financial year including new business wins,

as well as recovery of inflation. Pro Forma

Revenue increased by 13.5%. Pro Forma

Revenue adjusts for the disposal of the Trilby

Trading Limited in both financial years and

has adjusted FY22 revenue for the additional

week of trading.

Group Operating Profit increased from

£52.1m in FY22 to £66.0m in FY23 as a

result of the increased revenue performance

underpinned by the operational and

commercial initiatives implemented during

the financial year. Adjusted Operating Profit

was £76.3m compared to £72.2m in FY22.

Adjusted Operating Margin was 4.0%, 20bps

lower than FY22.

Net finance costs

The Group’s net bank interest cost was

£16.9m in FY23, an increase of £5.8m versus

FY22. The increase was driven by higher

cost of debt during FY23. The Group also

recognised a £1.2m interest charge relating

to the interest payable on lease liabilities in

the period (FY22: £1.2m).

The Group’s non-cash finance charge in

FY23 was a net £2.7m (FY22: £Nil). The

change in the fair value of derivatives and

related debt adjustments including foreign

exchange in the financial year was a £1.4m

charge (FY22: £1.2m credit) and the non-

cash pension financing charge of £1.2m was

£0.1m higher than the FY22 charge of £1.1m.

Profit before taxation

The Group’s Profit before taxation increased

from £39.8m in FY22 to £45.2m in FY23,

driven by higher Group Operating Profit and

lower exceptional items offset by higher

finance costs. Adjusted Profit Before Tax in

the period was £58.1m compared to £59.8m

in FY22, the decrease primarily driven by a

higher effective tax rate.

Taxation

The Group’s effective tax rate in FY23 was

21% (FY22: 19%). The increase in the effective

tax rate reflects the increase in the UK

corporation tax rate.

Exceptional items

The Group had a pre-tax exceptional charge

of £6.7m in FY23, and an after tax charge of

£5.5m, comprised as follows:

Exceptional Items £m

Reorganisation costs (8.9)

Pension restructuring (0.4)

Profit on disposal of trading

business 0.1

Release of legacy business

liability 1.7

Reversal of Impairment 0.6

Non-core property related

income 0.2

Exceptional items (before tax) (6.7)

Tax on exceptional items 1.2

Exceptional items (after tax) (5.5)

In FY23, the Group continued the Better

Greencore programme to support

the Group’s excellence cost efficiency

programmes and to unlock further cost

efficiencies by reducing organisational

complexity. The Group recognised a charge

of £8.9m in respect of work carried out in

the period (FY22: £16.1m). These exceptional

costs were offset by a number of exceptional

credits which included the profit on disposal

of Trilby Trading Limited of £0.1m and the

release of a legacy business liability of £1.7m.

Earnings per share

The Group’s basic earnings per share for

FY23 was 7.2 pence compared to 6.2 pence

in FY22. This was driven by a £3.6m increase

in profit attributable to equity holders and a

decrease in the weighted average number

of shares in issue in FY23 to 495.4m (FY22:

523.4m) due to the impact of the share

buyback programme.

Adjusted Earnings were £46.2m in the

period, £1.9m behind FY22 largely due to an

increase in Adjusted Operating Profit offset

by an increase in interest and tax costs.

Adjusted Earnings Per Share of 9.3 pence

compared to adjusted earnings per share of

9.2 pence in FY22.

Cash Flow and Net Debt

Adjusted EBITDA was £5.9m higher in

FY23 at £132.8m. The Group recognised

a net working capital inflow of £2.2m

(FY22: working capital inflow of £2.0m).

Maintenance Capital Expenditure of £26.6m

was recorded in the financial year (FY22:

£16.9m). The cash outflow in respect of

exceptional charges was £10.9m (FY22:

£13.6m).

Interest paid in the period was £17.6m (FY22:

£16.7m), including interest of £1.2m on lease

liabilities, an increase on FY22 reflecting

higher interest costs on borrowings in FY23.

The Group recognised tax paid of £2.7m

(FY22: £2.2m tax receipt) in the period. The

cash tax payable by the Group will remain

low due to the availability of full expensing

relief for capital expenditure. The Group’s

effective tax rate will be higher than the cash

tax rate in the medium term as deferred

tax liabilities will arise on assets where full

expensing relief has been claimed. The

deferred tax liabilities will release over the

useful life of the assets. Cash repayments

on lease liabilities decreased to £15.6m

(FY22: £17.3m). The Group’s cash funding

for defined benefit pension schemes was

£11.1m (FY22: £11.5m).

In FY23, the Group recorded Strategic Capital

Expenditure of £10.8m (FY22: £33.1m).

The Group did not make any equity dividend

cash payments in either period. The Group

made net share purchases of £30.1m in

FY23 reflecting the continuation of the

Group’s share buyback programme in

FY23 with £26.2m of shares bought back

in FY23 and the purchase of shares for the

Group’s employee share ownership scheme

of £3.9m. This compared to net share

purchases of £11.8m in FY22.

In September 2023, the Group completed

the sale of its interests in its edible oils

business, Trilby Trading Limited for a final net

cash consideration of £6.1m.

1. The Group uses Alternative Performance Measures (‘APMs’) which are non-International Financial Reporting Standards (‘IFRS’) measures to monitor the performance of

its operations and of the Group as a whole. These APMs along with their definitions and reconciliations to IFRS measures are provided in the APMs section on page 177.

48 Greencore Group plc Annual Report and Financial Statements 2023

The Group’s Net Debt excluding lease

liabilities at 29 September 2023 was

£154.0m, a decrease of £26.0m compared to

the end of FY22.

Financing

As at 29 September 2023, the Group had

total committed debt facilities of £482.8m

and a weighted average maturity of 2.1 years.

These facilities comprised:

• a £340.0m revolving credit bank facility

with a maturity date of January 2026;

• a £50.0m bilateral bank facility with a

maturity date of January 2026;

• a £45.0m bank term loan facility with a

maturity date of June 2024; and

• £13.5m and $41.9m of outstanding

Private Placement Notes with maturities

ranging between June 2024 and June

2026.

At 29 September 2023 the Group had cash

and undrawn committed bank facilities of

£327.8m (FY22: £398.0m).

Subsequent to the financial year end, the

Group has refinanced its debt facilities with

a new five year £350m sustainability linked

revolving credit facility (‘RCF’), maturing in

November 2028 with the option to extend

for up to a further two years. The facility also

includes a £100 million accordion option

which provides additional potential financing

facilities. This new facility replaces the

existing £340m RCF that was due to mature

in January 2026. A £45m term loan due to

mature in June 2024 was also repaid in full as

part of this debt restructuring.

Pensions

All of the Group’s legacy defined benefit

pension schemes are closed to future

accrual. The net pension deficit relating to

legacy defined pension schemes, before

related deferred tax, at 29 September 2023

was £20.1m, £0.2m lower than the position

at 30 September 2022. The net pension

deficit after related deferred tax was £12.8m

(FY22: £10.4m), comprising a net deficit on

UK schemes of £28.3m (FY22: £44.5m) and

a net surplus on Irish schemes of £15.5m

(FY22: £34.1m).

In November 2022, the trustees of the Irish

legacy defined benefit scheme entered into

an annuity buy-in transaction to purchase

an insurance policy for the pensioner

liabilities, representing approximately 80%

of the liabilities of the scheme. This has

the benefit of de-risking the future of the

scheme. The insurance policy is treated as

a plan asset and the fair value of the policy

is determined to be the present value of

the related obligations. At the completion

of the buy-in of the insurance policy, the

Group recognised an actuarial loss in equity

reflecting the change in the value of the plan

assets to match the related obligation.

The decrease in the Group’s net pension

deficit was driven principally by net actuarial

losses particularly on the Irish scheme offset

by contributions paid by the Group. The

movement in the discount rate is driven by

the corporate bond rate. The UK scheme is

75% hedged for movements in gilt yields.

Separate to this IAS 19 Employee Benefits

valuation, the valuations and funding

obligations of the Group’s legacy defined

benefit pension schemes are assessed on

a triennial basis with the relevant trustees.

A full actuarial valuation was carried out on

the Irish scheme at 31 March 2022 and a full

actuarial valuation is ongoing with reference

to 31 March 2023 for the UK defined benefit

scheme. The Group expects the annual cash

funding requirement for all schemes to be

approximately £12m - £15m.

Return of value to shareholders

In May 2022, a £50m return of value to

shareholders over the next two years

was announced. The Group completed

£35.0m of share buyback programme to

29 September 2023, of which the total

cash returned in FY23 was £26.2m. On

10 October 2023, the continuation of

the Group’s share buyback programme

was announced up to a maximum of

£15.0m to 30 March 2024. Between

10 October 2023 and 24 November

2023, the Company purchased a total

of 4,907,006 ordinary shares under the

Buyback Programme, returning an

additional £4.5m in cash to shareholders.

Jonathan Solesbury

Interim Chief Financial Officer

27 November 2023

Operating and financial review continued

49Strategic Report | Directors’ Report | Financial Statements | Other Information

Risk

strategy

Risk process

Governance and assurance

Risks and risk management

The Group recognises that effective risk management is critical to our success

and that like all businesses, we face a wide range of risks that could impede the

achievement of our vision and strategic objectives. A new Group Enterprise Risk

Management (‘ERM’) framework has been established to support informed decision-

making and to ensure that such risks are understood, evaluated, and mitigated.

MANAGING OUR RISKS

Risk management strategy Risk management process

The Group’s enhanced risk management strategy

acknowledges that effective risk management supports us

in achieving our strategy and delivering for our customers.

The Board has ultimate accountability for reviewing and

monitoring the effectiveness of our risk management

systems and is committed to:

• identifying, understanding, and assessing risks that

threaten the achievement of our strategy and objectives,

and responding to them appropriately;

• embedding risk management in all areas of our work;

• recognising that focus must not only be on eliminating

risk, and that some risk taking to support the Group’s

ambitions may be appropriate;

• establishing a risk-aware culture to support informed

decision-making and ownership of risk throughout the

business;

• articulating a Statement of Risk Appetite to provide

direction and set boundaries on the amount or type

of risk that can be accepted throughout the Group;

effectively and efficiently prioritising the use of

resources to address the most significant risks;

• producing insightful and value-add risk reporting;

• monitoring progress and evaluating the effectiveness

of our approach to risk management; and

• ensuring that all colleagues understand their

responsibilities in relation to ERM.

The new ERM framework is supported by a refreshed risk

process and methodology, with a standardised toolkit

supporting a four stage process:

Stage 1: Risk identification uses a variety of approaches,

tools, and techniques to evaluate the business environment

and consider the risk events that could impede the

successful achievement of the Group’s or functions

objectives. Risks are assigned ownership and categorised

according to their nature.

Stage 2: Risk assessment takes place to support

prioritisation and decision-making, with an evaluation of

risk impacts and likelihoods in line with standard criteria,

and the documentation of the existing control environment.

Stage 3: Risk response activities are planned and pursued

for risks where the exposure is greater than the target risk

levels defined by our risk appetite, and will incorporate a

mix of actions aimed at reducing both the likelihood of the

risk materialising and its potential impacts.

Stage 4: Involves regular risk monitoring to track progress,

evaluate control effectiveness, and consider changes in

the risks or risk landscape, suitable reporting within a

governance framework to provide assurance across the

Group, and the escalation of significant risks according to

certain criteria.

This cycle is underpinned by a detailed evaluation and

understanding of the internal and external risk context to

ensure focus across each stage of the risk management

process, and is supported by ongoing communication and

consultation to ensure that it incorporates the views and

insights of key stakeholders across the business.

In FY23, we conducted a comprehensive review of our ERM framework, introducing an enhanced risk strategy, process, and

governance arrangements.

50 Greencore Group plc Annual Report and Financial Statements 2023

Risk identification

Risk assessmentRisk response

Risk monitoring,

reporting and

escalation

Ongoing

communication

and consultation

Top down

Bottom up

Principal risks Emerging risks

Risk Oversight Committee Audit and Risk Committee Board

Group Risk Function

Functional risks

HR Finance Commercial

Operations

Transformation

and Strategy

Company

Secretarial

and Legal

Risks and risk management continued

Risk process and methodology

• Executive oversight of risk

management activities.

• Monitors principal, emerging and

functional risks.

• Directs risk mitigation activity in

line with strategy and risk appetite.

• Fosters a risk-aware culture across

the Group.

• Provides oversight of risk exposures

and risk management activities on

behalf of the Board.

• Provides challenge to management

on risk management activities.

• Advises the Board on risk strategy.

• Reviews and monitors effectiveness

of risk management systems.

• Accountable for review and

monitoring of the effectiveness

of risk management systems.

• Defines Group strategy and

risk appetite.

Governance and assurance

The Group operates a combined top-down and bottom-up

risk management framework to ensure that the risk priorities

of our business leadership are defined and understood

across Greencore, and that risks identified within functions

are visible to our business leadership.

The ERM framework is overseen by the Group Risk

Function, who provide the Group with risk management

methodology, training, support, advice, and assurance

over all aspects of its risk management systems.

51Strategic Report | Directors’ Report | Financial Statements | Other Information

Strategic

Operations

People – Talent, culture

Financial

Commercial

Operational Excellence –

Product safety, cyber

security, sustainability

People – Safety, wellbeing,

equality, inclusion and diversity

Legal, regulatory

and compliance

More averse to risk More open to risk

Governance and assurance cont. Our risk appetite

Principal risks, defined as those most likely to have a

significant impact on Group-wide objectives, are identified

by the Group Executive Team.

Functional risks are identified and tracked across a range

of risk registers embedded within our core functions.

These are risks relevant to functional responsibilities and

objectives. This process is supported by risk champions and

risk advisors within each function, who are responsible for

guiding the risk identification and assessment processes,

ensuring rigorous risk reviews take place, and providing

regular reporting to the Group Risk Function.

Principal, emerging, and functional risks are reported to

and reviewed by a quarterly Risk Oversight Committee

(the ‘ROC’), made up of the full Group Executive Team and

Director Internal Audit and Risk. The remit of the ROC is

to provide management oversight of the suitability and

effectiveness of the Group’s risk management systems,

including the risk management policy, protocols, and

governance.

Overall accountability for reviewing and monitoring the

effectiveness of the Group’s risk management systems

remains with the Board, who also establishes the Group’s

strategy and risk appetite. The Board in part discharges

these duties through delegation to the Audit and Risk

Committee (the ‘ARC’). The ARC is responsible for

overseeing and advising the Board on the organisation’s

risk exposures, risk management strategy, and

effectiveness of risk management systems.

Emerging risks

As part of our overall risk assessment process, the Group

also captures and monitors emerging risks, defined as risks

that have a high degree of uncertainty, with unclear but

potentially far-reaching impacts.

The Group uses a diverse range of sources to gather

insights on the risk landscape and performs horizon

scanning, capturing relevant emerging risks and assessing

their potential impacts.

Current emerging risk themes include:

• risks related to changes in consumer behaviour, which

may impact the success of our product portfolio and

category mix;

• risks related to the long-term impacts of climate change

and extreme weather on our supply chain and operating

environments; and

• risks related to the effects of disruptive technology,

including artificial intelligence, on our commercial

markets, operations, and workforce.

These emerging risks are monitored within the Group’s

broader ERM governance framework.

During FY23, the Group reviewed and refreshed our

Statement of Risk Appetite, in order to provide improved

direction on the amount or type of risk that can be

accepted throughout the Group. This is designed to support

informed decision-making, improve consistency across

governance, and assist in prioritisation.

At Greencore, our risk appetite is shaped by our

commitments to delivering profitable growth for

our stakeholders, having long-term relevance for our

customers, differentiating ourselves from our competitors

with excellence in everything we do, producing great

food with long-term sustainability, and placing our

people at the core.

We understand that taking calculated risks is essential

for growth, innovation, and the achievement of our long-

term strategic objectives, but that to do so, we must

make risk-informed decisions. Our preference is for

reduced risk and uncertainty, but we acknowledge that

some residual risk may be necessary and beneficial. We

always strive to ensure that risks are managed prudently

but are willing to accept risk where it can be carefully

managed, measured, and monitored. Therefore, we may

pursue options giving rise to risk if the potential rewards

outweigh the potential downsides.

There are some areas where we are willing to take more

risk than others and we have defined risk appetite

statements accordingly.

Our risk appetite is dynamic and will be updated as

necessary to reflect any significant changes in the context

in which we operate.

52 Greencore Group plc Annual Report and Financial Statements 2023

Strategic risks

Transforming our business

The Group continues to pursue an ambitious change programme to address the challenges we face and to build a

better business for customers, employees, and shareholders. Doing so requires focus and engagement across a broad

stakeholder group, strong leadership, effective resourcing, investment, and governance. Failing to deliver the aims of our

transformation could adversely impact the long-term performance of the Group.

Changes in FY23 Mitigations and controls

• We have continued to embed the organisational changes introduced

by our Better Greencore transformation programme, establishing a

functional, customer-centric operating model.

• We have implemented further reductions in the size of our indirect

colleague base, with associated fixed cost savings and successfully

delivered efficiency and value creation initiatives across commercial,

operational and other fixed costs.

• Clear Operational Excellence and Technology Roadmaps for future

strategic transformation have been developed.

• As we now move towards defining a new long-term vision and

strategy, there will remain risk related to the effective delivery of the

ongoing strategic change required.

• The Group Executive Team have clear ownership of

transformation activities, with clear Executive Team sponsors

for each pillar in place.

• Weekly Transformation Pillar Steering Committees and Group

Executive reviews take place as needed.

• Transformation governance and oversight is provided by our

Chief Strategy and Transformation Officer.

• A communication plan is in place from our Chief Executive Officer

(‘CEO’) down with engagement across the entire business to ensure

alignment around goals, shared purpose, and visibility of progress

and benefits.

• Regular tracking of financial benefits to ensure progress is

maintained.

Sustainability

The Group’s Better Future Plan, which provides a roadmap for our contribution to transforming the food system to have a

positive impact on people and planet, is a key part of our strategy and important to our stakeholders. Successful delivery

of these commitments will need to involve new ways of thinking and working commercially and operationally, a significant

investment in resources and the prioritisation of these ambitions. Failing to deliver on our commitments could impact the

future success of the Group and cause reputational damage.

Changes in FY23 Mitigations and controls

• A Plan Ownership Model, seen as key to unlocking action, has been

established with clear business understanding and accountability and

high levels of engagement at all levels.

• This has enabled us to progress the development of delivery

roadmaps, several of which are now complete for priority areas.

• We have committed significant time and resources to upskilling,

leading to more capable sustainability leadership and informed

decision-making.

• We have enhanced governance, with increased Board oversight

introduced through a dedicated Sustainability Committee, and a

refreshed Sustainability Oversight Committee.

• A tightening regulatory environment (particularly regarding reporting)

and increased focus and scrutiny of sustainability agendas from banks

and insurers, is increasing the priority, risk, and focus across our

entire Better Future Plan. A Group Transparency Roadmap is being

developed which will provide a clear plan for disclosure, regulatory,

and reporting requirements for the next two years.

• A clear Sustainability Strategy is in place through the Greencore

Better Future Plan, consisting of three interlocking pillars:

Sourcing with Integrity; Making with Care; and Feeding with Pride.

• Comprehensive governance programme in place, along

with detailed and regular monitoring of a wide array of

performance metrics. This includes a Sustainability Oversight

Committee, regular reviews by the Group Executive Team, and

a Sustainability Committee of the Board.

• Clear ownership and accountability structure across the

business including delivery plan ownership and Group

Executive Team sponsorship.

• Science-based targets established and approved by Science

Based Target initiative.

• Clear delivery roadmaps have been produced for priority areas

and are under development for all areas.

In FY23, a full principal risks assessment exercise was conducted, resulting in a refined

and updated principal risk profile which is detailed below.

The Group’s risks and uncertainties continue to be influenced by its

external context and operating environment.

Inflationary pressure and price volatility persists across the food

industry and affects our cost base. The Group remains focused on

inflation recovery and we have continued to successfully work with

customers and supply partners to mitigate the ongoing impacts. In

addition, the ongoing cost of living crisis and associated industrial

action across multiple sectors is impacting consumer spending

habits, whilst supply risks are further influenced by climate/weather

related disruption and geopolitical instability.

The Group monitors such factors closely and is confident that our

key categories remain resilient and that our robust, agile commercial

and operational arrangements enable an effective response to a

dynamic risk environment.

Risk movement

Risk increased Risk unchanged Risk decreased

Risks and risk management continued

Principal risks and uncertainties

53Strategic Report | Directors’ Report | Financial Statements | Other Information

Financial risks

Management of costs

Inflationary pressure together with any inefficiencies in operational processes or gaps in control systems may lead to an

unsustainable growth in overheads costs and negatively impact our financial performance.

Changes in FY23 Mitigations and controls

• FY23 saw the successful delivery of a significant cost reduction

programme, Better Greencore, which is a change programme to

drive efficiency and profit improvement that commenced in FY22.

• Improved standardisation and granularity in reporting has been

implemented, allowing for increased oversight and monitoring.

• Comprehensive expenditure controls are in place including

defined purchase-to-pay processes, authority levels,

segregation of duties, and rigorous monitoring and oversight.

• Additional controls and approval processes in relation to

headcount cost.

• Detailed tracking and monitoring of inflationary pressures takes

place through budget processes and ongoing monitoring and

reporting.

• Defined commercial and operational targets tracked weekly

and monthly.

Demand shocks

Significant external events, such as pandemic, war, or natural disaster, could result in sudden and significant reductions in

customer and consumer demand, which could have a material impact on our financial performance.

Changes in FY23 Mitigations and controls

• The business is recovering well from the effects of the COVID-19

pandemic and continues to have inherent commercial and

operational agility to respond effectively to external events.

• We have embarked on an exercise to augment existing business

continuity arrangements with a formalised Group Crisis Management

framework, to be developed and tested throughout FY24.

• The Group has the commercial agility to quickly respond to

changing customer needs and to rationalise product category,

range, and mix.

• Close working relationships with our customers and supply

chains enable effective cooperation and collaboration in times

of disruption.

• A dispersed, diverse, broad national manufacturing network

provides agility to rationalise and move production if required.

• We have flexibility in our labour model enabling us to respond

to events as required.

Risk movement

Risk increased Risk unchanged Risk decreased

54 Greencore Group plc Annual Report and Financial Statements 2023

Risk movement

Risk increased Risk unchanged Risk decreased

People risks

High reliance on labour

We are reliant on high volumes of labour. An uncertain political, economic and social context, alongside wage inflation

pressures and the fast-paced and dynamic labour needs of the Group, could increase the costs of labour in unsustainable

ways and impact labour relations. This could have operational, commercial, and financial impacts across the Group.

Changes in FY23 Mitigations and controls

• An increase in industrial action across many sectors nationally,

together with cost of living and wage demand pressures, has

increased the risk of labour disputes and industrial action at

Greencore.

• We maintain ongoing dialogue with trade unions on pay negotiations

and actively prepare to limit the impacts of any potential industrial

action.

• The development of our Operational Excellence transformation

strategy includes workstreams related to optimum operating models.

• We are increasing in-house expertise in relation to technology and

automation.

• We have flexibility in our labour model through proportional

use of agency workers to ensure agility and responsiveness to

front-line labour needs.

• Mature labour forecasting processes and systems enable

effective planning of labour needs.

• Increasing automation in production processes reduces our

reliance on labour requirements.

• Development and training frameworks assist in retention and

productivity.

• Regular wage benchmarking is in place to ensure that

colleagues are paid fairly.

• We maintain proactive and cooperative relationships with trade

unions.

• A dispersed, diverse, broad national manufacturing network

provides agility to rationalise and move production if required.

Recruitment and retention of key personnel

The ongoing success of the Group is dependent on attracting and retaining high quality senior management, with the

right skills, experience, commercial acumen and sector knowledge to effectively implement our strategy. Unacceptably

high loss of key personnel or challenges in recruitment into key positions could impact our performance.

Changes in FY23 Mitigations and controls

• Employee attrition across our senior management community was

higher than optimum levels in FY23.

• Succession planning and other arrangements have limited the impact

of this colleague turnover, but we are committed to ensuring that

Greencore is and continues to be an attractive and rewarding place

to work.

• The Group’s variable compensation schemes are anticipated to

contribute to improved retention.

• This year’s Pulse Engagement Survey showed further improvements

in employee engagement with results favourable to external

benchmarks.

• Regular salary benchmarking as part of our recently revised

reward framework ensures colleagues are paid fairly.

• Multiple variable compensation incentive schemes including

ShareSave, annual bonuses, Performance Share Plan, and

restricted share awards, are in place to further incentivise

retention.

• Comprehensive talent review and talent management

processes are embedded throughout the business.

• Mature succession planning structure is in place for senior roles.

• Senior management are subject to contractual provisions

including non-compete and non-solicitation clauses.

• We have well-established colleague engagement and

recognition initiatives including our Shine Awards, shared

purpose and strategy, community events, and a comprehensive

learning and development offer.

Risks and risk management continued

Principal risks and uncertainties continued

55Strategic Report | Directors’ Report | Financial Statements | Other Information

Commercial risks

Competitor activity

The Group operates in highly competitive markets. Significant product innovations, technical advances and/or the

intensification of price competition by competitors, both direct manufacturing competitors and competitors of our

customers, could adversely affect the Group’s results.

Changes in FY23 Mitigations and controls

• The Group continues to monitor trends within the sector and invest

in competitor analysis and insights to inform decision-making and

commercial propositions.

• We have increased the level of quantitative data in the business to

ensure faster fact-based reporting and action planning.

• We have improved market share in our core sandwich business year-

on-year but we have seen declines in some of our other segments

driven by branded entrants and strategic business disposal decisions.

• An increasing cost/price focused competitive environment in FY23

has driven choices around business disposal to protect and drive

profitable volumes.

• We review our portfolio on an ongoing basis, and in FY23 have exited

some sales arrangements and gained others, continuing to grow our

core business through the launch of new options and propositions.

• We have also developed clear portfolio strategies that will allow us

to drive our performance and growth over the next three years, and

lead the market as innovators in the face of agile competition.

• This will also enable us to be successful in developing products to

meet and exploit emerging consumer trends.

• Extensive nationwide production and distribution network

provides the Group with a market-leading capacity and

capability.

• Close cooperative relationships, together with investment in

innovation and new product development, enables us to work

together with our customers on our product portfolio to meet

customer and consumer needs.

• Agile production capabilities and a broad product range enables

the Group to respond effectively and quickly to changing

customer needs.

• Comprehensive controls are in place around quality of product.

• A broad and balanced portfolio of customers ensures that

reliance on any single relationship is minimised.

Operational risks

IT systems

We rely heavily on information technology to support the business, which requires continuous investment and innovation.

Failure to modernise and standardise our IT estate may lead to inefficient operations, ineffective decision making, and an

inability to build and maintain competitive advantage, impacting our performance.

Changes in FY23 Mitigations and controls

• The Group has identified significant opportunities to improve

organisational efficiency through enhanced technology and we are

building a comprehensive roadmap of technology improvements to

realise these opportunities.

• This roadmap will make business easier for Greencore, streamlining,

standardising, and simplifying core processes.

• In parallel, progress continues against opportunities identified as part

of our Better Greencore programme, with significant steps made to

standardise core systems, upgrade and consolidate onto our core

Enterprise Resource Planning platform, and improve our human

resources and logistics capabilities.

• Existing IT systems enable us to successfully deliver our

operational requirements, and our IT department ensure that

systems are supported.

• Technology risks are qualified and mitigated by a

comprehensive suite of general IT controls, aligned with

industry standards, and these controls are subject to internal

and external audit.

• A rolling programme of investment in our capability to maintain

currency of IT services, ensures that our systems continue to

support the business in achieving our objectives.

• A dedicated IT Operations Improvement team is in place,

focused on continual improvement of the IT estate.

• IT risk management processes are well-established.

• Comprehensive and formal business partnering is in place

to identify priorities, evaluate gaps, and plan remediation

roadmaps.

• We have formal IT Disaster Recovery processes.

Risk movement

Risk increased Risk unchanged Risk decreased

56 Greencore Group plc Annual Report and Financial Statements 2023

Risk movement

Risk increased Risk unchanged Risk decreased

Operational risks continued

Cyber security

The cyber threat landscape is complex and constantly evolving. In common with most large organisations, we are exposed

to the risk of a cyber-attack that could threaten the availability and integrity of our systems, and the confidentiality of data.

Such attacks could cause significant business disruption and cause financial and reputational damage to the Group.

Changes in FY23 Mitigations and controls

• We take seriously the cyber security risk to our business operations

and data, and we continue to invest significantly in our cyber security

defences, both technical and through awareness programmes for all

colleagues.

• Controls and protections have been enhanced across multiple areas

of cyber security threat, including best-in-class tooling to protect

against phishing and unauthorised access to IT assets.

• A rolling programme of investment in our capability to maintain

currency of IT services is in place, ensuring that our systems remain

fully supportable.

• Our dedicated IT Security team works in partnership with

industry-leading cyber security partners to form a 24 x 7 x 365

Security Operations Centre, which incorporates best-in-class

security tooling.

• To seek assurance on our cyber security controls, which are

aligned with global standards, the IT department engage with

expert partners to conduct a rigorous schedule of audit and

testing, which includes regular penetration tests and ‘red team’

exercises.

• Comprehensive policies, standards, procedures, and risk

management frameworks are in place.

• Mandatory security awareness training and assessments

required for all users.

Environmental impact

The Group has significant manufacturing operations and an obligation to minimise the impact of these activities on the

environment. Failure to sufficiently monitor and manage operational activities to minimise the environmental impacts

could lead to business disruption, and cause financial and reputational damage to the Group.

Changes in FY23 Mitigations and controls

• We continue to treat the management and mitigation of our

environmental impact as a priority.

• In-house waste monitoring policies have been revised and enhanced,

with improvements to our systems for monitoring, managing, and

escalating the results of testing.

• Waste management infrastructure improvements have been

delivered across a range of production sites, and are in progress in

other parts of our production network.

• There are defined accountabilities with named responsible

subsidiary company directors on all environmental permits and

Regulation 61 submissions.

• A dedicated infrastructure is in place in our production sites for

managing environmental impacts, including effluent treatment

plants and dissolved air flotation plants.

• Comprehensive in-house and third-party waste product

monitoring ensures ongoing assurance.

Operational Excellence and Health & Safety

The Group’s strategy and future success is underpinned by Operational Excellence. Any failure to deliver this across all

operational and supporting activities could impede delivery of our strategic ambitions and impact future performance.

Part of this is to ensure that Operational Excellence is delivered in a way that maintains our robust safety and risk systems,

as ensuring the health and safety of our colleagues is of paramount importance at Greencore. Safety failures could result

in harm to individuals as well as reputational and potential financial damage.

Changes in FY23 Mitigations and controls

• We recognise Operational Excellence as a key enabler for our future

strategic success and are embarking on the development of an

enterprise-wide world class operation management model.

• Business improvement opportunity and risk have been evaluated in

depth.

• New leadership in Operational Excellence is in place, and the design

of the infrastructure and resource required to drive further progress

has been completed.

• Manufacturing Excellence is delivered through standardised

processes, tools, and techniques to optimise labour usage and

waste product.

• Bespoke technology has been implemented to inform real-time

decision-making within production operations to support

performance target excellence.

• Broad business-intelligence is embedded as part of operational

delivery.

• Comprehensive health and safety processes, procedures, and

training are in place.

• Rigorous monitoring protocols including annual health and

safety audits and operational physical inspections provide

assurance of ongoing control and compliance.

• Competent health and safety persons are in place at all sites.

• Site risk assessment processes are in place across a

comprehensive range of health and safety hazards and controls.

Risks and risk management continued

Principal risks and uncertainties continued

57Strategic Report | Directors’ Report | Financial Statements | Other Information

Risk movement

Risk increased Risk unchanged Risk decreased

Operational risks continued

Product contamination

We produce a large volume of food annually and there are risks of product contamination at a Greencore manufacturing

facility or one of our approved suppliers, through either accidental or deliberate means. This may lead to potential harm

to consumers and result in potentially significant financial, reputational, and/or legal impacts on the Group. In addition,

product recalls and withdrawals would require significant resource investment.

Changes in FY23 Mitigations and controls

• We continue to maintain industry-leading food safety and traceability

processes and procedures and we are proud of our strong track

record of consistent highest level audit outcomes which have

continued in FY23.

• An internal audit of the Group’s Technical function and food safety

monitoring processes was conducted as part of FY23’s Internal Audit

plan, providing assurance that risks are being well managed.

• A new food quality and safety training package has been deployed to

further enhance product safety culture.

• Best practice site quality management systems are in place

with industry standard policies, procedures, and control

environments.

• A substantial training regime ensures ongoing excellence in

colleague awareness.

• Comprehensive assurance is provided by extensive internal

and external independent monitoring and audits, including

unannounced regulator, third-party consultant, and customer

site visits.

• Rigorous supply chain quality assurance is in place, including

independent and in-house audits.

• We have a robust allergen-management programme and

product stringent testing regime.

• Comprehensive and documented product recall procedures

are in place, including mock recall exercises and crisis plans.

• Formal horizon scanning process established to generate

insight on industry trends, threat/supply issue intelligence, and

to ascertain requirement for control or testing changes.

Legal and compliance

Our activities are subject to a complex and constantly evolving regulatory landscape, particularly in the areas of food

safety and environmental protection. Failure to comply with such regulations may lead to serious financial, reputational

and/or legal risk.

Changes in FY23 Mitigations and controls

• We remain committed to complying with all industry-specific and

wider regulatory requirements and upholding the highest standards

of corporate governance.

• Progress is being made on augmenting existing strong specialist

compliance functions with a new Group Compliance Framework

to promote alignment in processes, consistency in approach

to compliance governance, and a more holistic assurance

methodology.

• In-house and external legal and regulatory compliance

expertise is in place to interpret regulatory requirements and

consult, guide, and advise the business as needed.

• Comprehensive legal, regulatory, and statutory compliance

control and management functions are in place.

• Broad assurance and monitoring is provided across a range of

regulatory compliance areas, including assurance received from

third-party independent, regulator, and customer inspections

and audits.

• Expert second-line-of-defence functions are being established

in all key compliance areas, with external networks sharing

information and best practice.

• We have access to industry and legal literature and trade bodies

to keep up to date with the changing regulatory landscape.

58 Greencore Group plc Annual Report and Financial Statements 2023

Going concern

The Directors, after making enquiries, have a reasonable expectation

that the Group has adequate resources to continue operating as a

going concern for the foreseeable future.

In the current period, the Group continued to operate in a complex

trading environment linked to ongoing challenges with inflation.

Accordingly, the Directors have considered a number of scenarios

for the next 18 months from the commencement of FY24. These

scenarios consider the potential impact of inflation on consumer

spending, along with consideration of under recovery of targets set

out under the Group’s commercial and operational initiatives. The

impact on revenue, profit and cashflow are modelled, including the

consequential impact on working capital.

The scenarios assumed by the Group are as follows:

• a base case assuming internally approved budget and strategic

plans, which includes amounts for near term climate change

related expenditure;

• a downside scenario which assesses the potential impact of

inflation on consumer spending and corresponding impact on

volume, along with under recovery of targets set out under the

Group’s commercial and operational initiatives; and

• a severe downside scenario which includes further potential

impacts on volume due to the inflationary environment and

further under recovery of targets set out under the Group’s

commercial and operational initiatives.

In each scenario, the Group would employ mitigants within its

control, which would include a reduction in non-business critical

capital projects and other discretionary cash flow items.

While the Group is in a net current liability position of £193.9m

(2022: £128.7m) at 29 September 2023, the Group has retained

financial strength and flexibility, with cash and undrawn committed

bank facilities of £327.8m at 29 September 2023 (September 2022:

£398.0m).

Subsequent to the year end, the Group has refinanced its debt

facilities with a new five year £350m sustainability linked revolving

credit facility (‘RCF’), maturing in November 2028 with the option to

extend for up to a further two years. This new facility replaces the

existing £340m RCF that was due to mature in January 2026. A £45m

term loan due to mature in June 2024 was also repaid in full as part

of this debt restructuring.

The Group is satisfied that there is sufficient headroom in the

financial covenants under facilities for each scenario.

Based on these scenarios and the resources available to the Group,

the Directors believe the Group has sufficient liquidity to manage

through a range of different cashflow scenarios over the next 18

months from the year end date. Accordingly, the Directors adopt the

going concern basis in preparing these Group Financial Statements.

Viability statement disclosure

In line with the Code Provision 31, the Directors have carried out

a rigorous review of the prospects of the current business and its

ability to meet its liabilities as they fall due over the medium-term. In

undertaking this review, the Directors concluded that a three-year

timeframe continues to be an appropriate period for this assessment

given that this is the key period of focus within the Group’s strategic

planning process and is a typical period for visibility of commercial

arrangements with the Group’s customers. The objectives of the

annual strategic planning process are to consider the key strategic

choices facing the Group and to build a consolidated financial model

with various scenarios taking into account the principal risks facing

the Group which may threaten the Group’s solvency, liquidity, cash

flow, future performance and business model.

Assumptions are built for the income statement with a flow through

to the balance sheet and cash flow. These are rigorously tested by

management and by the Directors. Sensitivity analysis is applied to

reflect the potential impact of some of the principal strategic and

commercial risks of the Group as described on pages 52 to 57. These

risks could affect the level of sales, profitability and cash generation

of the Group and the amount of capital required to deliver them. The

Group has reflected the new refinancing that was obtained by the

Group in November 2023 as part of the analysis. Based on the results

of this analysis, the Directors have a reasonable expectation that the

Group will be able to continue in operation and meet its liabilities as

they fall due over the three year period of their assessment.

Risks and risk management continued

Going concern and viability statement

59Strategic Report | Directors’ Report | Financial Statements | Other Information

Group Executive Team

LEADING BY EXAMPLE

TO DRIVE EXCELLENCE

Dalton Philips

Chief Executive Officer

Dalton joined as Chief

Executive Officer in September

2022 and has overall

responsibility for running the

business, driving shareholder

value and developing strong

relationships with stakeholders.

Dalton’s roles, prior to joining

Greencore include chief

executive of daa plc, the

global airports and travel retail

group, chief executive of Wm

Morrison plc, then a FTSE 100

company and the UK’s fourth

largest supermarket chain,

chief executive of luxury goods

retailer Brown Thomas Group,

and chief operating officer

of Canadian retailer Loblaw

Companies Limited. Dalton also

served as a senior advisor to the

Boston Consulting Group.

He started his career with

Jardine Matheson followed by

Walmart.

Andy Parton

Chief Commercial Officer

Andy is Chief Commercial

Officer, responsible for setting

and delivering the commercial

strategy and agenda. The role

covers marketing, insights and

category management, product

development and management,

sales and procurement.

Prior to this Andy was Business

Director for our Food to Go

business. Andy joined Greencore

in 2014 having previously held

senior commercial positions in Aldi

and PepsiCo.

Guy Dullage

Chief People Officer

Guy is Chief People Officer and is

responsible for human resources

across the Group. Prior to this,

Guy served as HR Director for the

Prepared Meals business.

Guy joined Greencore in 2015.

Previously, he held a variety of

senior HR roles in the UK and

Europe, with the majority of

his experience over this time

within the manufacturing sector.

Guy has also held a number of

directorships, board and pension

trustee roles during his career.

Guy became a fellow of the CIPD

in 2014.

Nigel Smith

Chief Strategy and

Transformation Officer

Nigel is Chief Strategy and

Transformation Officer, with

responsibility for development

and integration of Group

strategy and our broader

change agenda.

He joined Greencore in 2017,

and has held a variety of

roles supporting the strategic

development of the Group,

before taking on executive

leadership of strategy

since 2021. Prior to joining

Greencore, Nigel worked as

a strategy consultant with

McKinsey & Company, and in

multiple public policy positions

within European Union

institutions.

Nigel is an alum of Trinity

College Dublin, Sciences-

Po in Paris and the College

d’Europe in Bruges. He has also

completed Executive Education

at the UCD Smurfit School.

Lee Finney

Chief Operating Officer

Lee joined Greencore in

October 2022 as Chief

Operating Officer. He is the

executive accountable for

technology, sustainability, and

the end-to-end supply chain.

He has extensive experience in

transforming the operational

performance of global

businesses, having held vice

president, chief transformation

officer and chief supply officer

roles in the UK, Europe, North

America and Australasia.

Lee has an MBA, was awarded

the Advanced Management

Program, and has completed

executive programmes at MIT

and Stanford, USA.

Jonathan Solesbury

Interim Chief Financial Officer

Jonathan was appointed as

Interim Chief Financial Officer

with effect from 15 June 2023.

The Chief Financial Officer

is primarily responsible for

managing the financial affairs

of the Company and optimising

its financial performance. The

Chief Financial Officer is also

responsible for Internal Audit

and risk management as well as

the Company’s tax affairs.

Jonathan has extensive

experience in senior finance

roles in both the food and

beverage industries, including

one year as chief financial

officer at ARYZTA, three years

as group chief financial officer

with C&C Group plc and 22

years with SABMiller plc.

Damien Moynagh

Group General Counsel and

Company Secretary

Damien joined Greencore in

November 2022 and is responsible

for leading Greencore’s Legal and

Company Secretariat functions.

With over 20 years’ experience

as a corporate/M&A lawyer and

senior executive in Europe, the

US and Asia, Damien was most

recently general counsel and

company secretary of FTSE-listed

UDG Healthcare plc, responsible

for its legal, corporate secretarial,

risk, compliance, quality and

sustainability functions. Prior

to this, Damien practiced at

Freshfields Bruckhaus Deringer

and Maples and Calder.

Educated at University College

Dublin and Université Toulouse

Capitole, he has also completed

executive education programmes

at Cambridge University and

Columbia University.

60 Greencore Group plc Annual Report and Financial Statements 2023

Chair’s introduction to corporate governance

Compliance with the Code

The Directors present their report and Financial

Statements for the year ended 29 September

2023. The Directors’ Report (this ‘Report’) is

contained on pages 60 to 113.

The 2018 UK Corporate Governance Code

(the ‘Code’), which is available on the

Financial Reporting Council’s website,

www.frc.org.uk, continued to be the standard

against which we measured ourselves in FY23.

This letter explains how the Group has applied

the principles and complied in full with the

provisions of the Code during the year.

Corporate governance in FY23

My first year as Board Chair has been largely

focused on the refreshment of the Board and

its Committees and developing new ways of

working.

FY23 has seen substantial change to Board

membership. Dalton Philips was appointed by

the Board as Chief Executive Officer (‘CEO’) at

the end of FY22. In November 2022 Damien

Moynagh was appointed by the Board as Group

General Counsel and Company Secretary. I was

appointed to the Board in December 2022 and

became Board Chair in January 2023 when

Gary Kennedy, the Group’s esteemed past

Chair, retired from the Board.

Helen Weir and Paul Drechsler stepped down

as Non-Executive Directors as of December

2022 and January 2023, respectively.

We built our Board strength with the

appointments of Alastair Murray and

Harshitkumar (Hetal) Shah, in February 2023

and April 2023 respectively, both of whom have

strong financial and food industry experience.

In September 2023, the Group announced

that Catherine Gubbins had been appointed

to the role of Executive Director and Chief

Financial Officer (‘CFO’) and would take

up her role in early 2024, replacing Emma

Hynes who stepped down from the Board as

Executive Director and CFO in May 2023.

John Amaechi and Sly Bailey have advised

the Board that they will not be seeking re-

election at the 2024 Annual General Meeting.

This is discussed further in the Report of the

Nomination and Governance Committee.

The Board and Committee evaluation

for FY23 showed that good progress had

been made following implementation

of outcomes from the FY21 and FY22

evaluations. Further details on the

effectiveness review are on page 77.

Our priority as a Board was to ensure

open and transparent communications

with Dalton, in his first year as CEO, and

the Group Executive Team, on Board

expectations. In addition to this, the

Board agreed on new ways of working by

streamlining corporate governance initiatives

to promote more effective decision-making.

Recognising the importance of driving

sustainable business practices, the Board

formed a Sustainability Committee to drive

this agenda forward. The membership of

other Board Committees was also refreshed.

The work of our Workforce Engagement

Director, Sly Bailey, continued during the

year. Information on how Sly connected with

our people during the year can be found on

pages 72 and 73.

Throughout my first year as Chair I have

endeavoured to promote continuing Board

engagement with our people through Group

site visits, allowing valuable insight into the

day-to-day business which helps shape

discussions in the boardroom.

Priorities for FY24

The Board incorporates the Group’s purpose

‘Making every day taste better’ in its decision-

making process as it continues to strive for

better. Our objective remains unchanged – it

is to continue to deliver value and to create

a positive and sustainable impact for all our

stakeholders.

The Board is focused on medium

to long-term strategic priorities and

remains confident that the Group has

stable foundations to create value for all

stakeholder groups going into FY24 and

beyond.

We will also maintain focus on colleague

sentiment and culture, as well as our

engagement with other stakeholders.

I would like to thank my Board colleagues,

past and present, for their ongoing

commitment and support since joining the

Board and during my first year as Board

Chair.

Leslie Van de Walle

Board Chair

27 November 2023

DEVELOPING

NEW WAYS OF

WORKING

“My first year as Board Chair has been largely

focused on the refreshment of the Board and

its Committees, and developing new ways of

working.”

61Strategic Report | Directors’ Report | Financial Statements | Other Information

56%44%

89%

11%

33%

11%

45%

Board diversity as at 29 September 2023

Number of scheduled

meetings in FY23

Number of new Directors

appointed in FY23

Scheduled Board meeting attendance

in FY23

96%

Independence of the Board excluding

the Chair as at the end of FY23

88%

Read our Report of the Nomination and Governance Committee (on pages 78 to 81)

Compliance with the UK Corporate

Governance Code

The Company applied the principles of the 2018 UK

Corporate Governance Code (the ‘Code’) for the

financial year ended 29 September 2023.

Available from www.frc.org.uk

The Board are pleased to report that the Group

complied with the provisions of the Code for the

financial year ended 29 September 2023.

Further information on these governance matters can

be found as follows:

Board leadership, culture and

company purpose

See more on page 64

Division of responsibilities

See more on page 74

Composition, succession

and evaluation

See more on page 76

Audit, risk and internal control

See more on page 82

Remuneration

See more on page 88

Directors and scheduled Board meeting attendance during FY23

Director

Number of

scheduled Board

meetings held

Board meetings

attended

John Amaechi

8 7

Sly Bailey 8 8

Linda Hickey 8 8

Anne O’Leary 8 8

Alastair Murray

5 4

Dalton Philips 8 8

Helen Rose 8 8

Harshitkumar (Hetal) Shah

4 4

Leslie Van de Walle

7 7

Former Directors who served during FY23

Director

Scheduled

Board meetings

held

Scheduled

Board meetings

attended

Paul Drechsler

2 2

Emma Hynes

6 6

Gary Kennedy

2 1

Helen Weir

1 1

1. John Amaechi was unable to attend a meeting due to illness. Having read the papers,

he communicated his views on the business of the meeting to the Chair.

2. Alastair Murray was appointed to the Board on 1 February 2023. Alastair was unable to

attend a meeting due to prior business commitments. Having received the papers,

he communicated his views on the business of the meeting to the Chair.

3. Hetal Shah was appointed to the Board on 1 April 2023.

4. Leslie Van de Walle joined the Board on 1 December 2022.

5. Paul Drechsler retired from the Board on 26 January 2023, following the conclusion

of the 2023 Annual General Meeting.

6. Emma Hynes stepped down from the Board on 31 May 2023.

7. Gary Kennedy was unable to attend one meeting due to an illness. Gary retired from the

Board on 26 January 2023, following the conclusion of the 2023 Annual General Meeting.

8. Helen Weir retired from the Board on 31 December 2022.

Executive Non-Executive <1 year 1-5 years 5-10 years >10 years

By gender By role By tenure

Female Male

62 Greencore Group plc Annual Report and Financial Statements 2023

Board of Directors

OUR BOARD

OF DIRECTORS

Leslie Van de Walle Dalton Philips

BA, MBA

John Amaechi

OBE, BSc

Sly Bailey Linda Hickey

BBS

Alastair Murray

MA, MBA, FCMA

Anne O’Leary

CDir

Helen Rose

BSc, FCA

Harshitkumar (Hetal)

Shah

BS, CIMA

Damien Moynagh

BCL, DEUE

Non-Executive Director

Board Chair (Aged 67)

Appointed as Non-Executive

Director and Chair Designate

on 1 December 2022. Leslie

became Board Chair on

26 January 2023.

Chief Executive Officer

(Aged 55)

Appointed as Chief Executive

Officer with effect from

26 September 2022.

Non-Executive Director

(Aged 53)

Appointed as Non-Executive

Director with effect from

1 February 2021.

Non-Executive Director

Senior Independent

Director (Aged 61)

Appointed as Non-Executive

Director with effect from

17 May 2013 and Senior

Independent Director with

effect from 14 December 2017.

Non-Executive Director

(Aged 61)

Appointed as Non-Executive

Director with effect from

1 February 2021.

Non-Executive Director

(Aged 62)

Appointed as Non-Executive

Director with effect from

1 February 2023.

Non-Executive Director

(Aged 56)

Appointed as Non-Executive

Director with effect from

1 February 2021.

Non-Executive Director

(Aged 58)

Appointed as Non-Executive

Director with effect from

11 April 2018.

Non-Executive Director

(Aged 51)

Appointed as Non-Executive

Director with effect from

1 April 2023.

Group General Counsel

and Company Secretary

(Aged 46)

Appointed as Group General

Counsel and Company

Secretary with effect from

7 November 2022.

Leslie joined Greencore in

December 2022 bringing a

wealth of extensive leadership

and non-executive and chair

experience across multiple

sectors. Leslie has a deep

knowledge of the food

industry having held previous

positions at Danone, Cadbury

Schweppes and United

Biscuits, where he served as

group chief executive officer.

Leslie has held multiple non-

executive roles throughout

his career including currently

serving as the chair of the

Robert Walters Group and

chair of their nomination

committee, having previously

served as chair between 2012

and 2018. He has held various

non-executive roles and was

previously chair of Euromoney

Institutional Investor plc and

SIG plc, as well as deputy chair

and a non-executive director

and chair of the nomination

committee at Crest Nicholson

Holdings plc, a non-executive

director of HSBC UK Bank

plc and senior independent

director and chair of the

remuneration committee of

DCC plc.

Dalton joined Greencore

on 26 September 2022.

Dalton started his career with

Jardine Matheson followed by

Walmart before moving into

roles including chief executive

of daa plc, the global airports

and travel retail group, chief

executive of Wm Morrison

plc, then a FTSE 100 company

and the UK’s fourth largest

supermarket chain, chief

executive of luxury goods

retailer Brown Thomas Group,

and chief operating officer

of Canadian retailer Loblaw

Companies Limited. Dalton

has also previously served as

a senior advisor to the Boston

Consulting Group.

Dalton is currently serving as

a non-executive director of

IBEC CLG.

Dalton has a BA from

University College Dublin, an

MBA from Harvard University,

and an honorary Doctorate of

Management from Bradford

University.

John brings insight to

Greencore having actively

worked in inclusive leadership

and building high-performing

teams. John is a respected

organisational psychologist,

executive coach and is the

founder and chief executive

officer of APS Intelligence

Ltd, a talent and leadership

development firm. In

addition, John is a leadership

training partner with the

National Health Service and

is currently serving on the

Lloyd’s of London culture

advisory group. John has

previously been a member of

the Inclusive Advisory Panel

at Tesco, the Diversity and

Inclusion Board at Sanofi and

the Inclusive Leadership Board

for KPMG UK.

John is a Chartered Scientist,

a Chartered Fellow of

the Chartered Institute of

Personnel and Development,

and a Fellow of the Royal

Society for Public Health. John

is currently a research fellow at

the University of East London.

Sly is an experienced executive

having held several listed and

private board roles including

serving as a non-executive

director of Ladbrokes plc and

EMI plc, where she served

as both senior independent

director and chair of the

remuneration committee.

She has also served as a non-

executive director and chair of

the remuneration committee

for the Press Association. Sly

currently serves as a non-

executive director of IPSX

Group Limited where she is

also chair of the remuneration

committee and a member of

the nomination committee.

Sly previously served as chief

executive officer for one of the

UK’s largest media companies,

Trinity Mirror plc, for almost 10

years. She has also previously

served as chief executive

officer of IPC Media.

Sly’s broad knowledge

spanning a variety of sectors

provides her with a deeper

understanding of different

markets and business

circumstances underpinning

her appointment as Senior

Independent Director. Sly’s

strong interest in employee

related matters has been

invaluable in her role as

Workforce Engagement

Director.

Linda brings extensive

corporate experience and

knowledge to the Board

having spent her executive

career in stockbroking and

investment banking. Linda

previously worked at NCB

Stockbrokers and Merrill

Lynch, before serving as

head of corporate broking at

Goodbody Stockbrokers for

15 years.

Linda is a non-executive

director of Kingspan

Group plc, a global leader

in insulation and building

envelope solutions, where

she serves as senior

independent director, worker

relations director, chair of the

remuneration committee and

a member of the nominations

committee. Linda is also a

non-executive director of

Cairn Homes plc where she is

remuneration committee chair

and a member of the audit

and risk committee. She is also

currently acting as vice chair

of Quanta Capital’s advisory

board and has previously

served as chair of the Irish

Blood Transfusion Service.

Alastair joined Greencore in

February 2023 and brings

extensive food industry and

financial experience having

previously held the role of

chief financial officer and

director of Premier Foods plc

until September 2019. Alastair

is a chartered management

accountant having financial,

property, and IT experience

across a number of listed

companies including Premier

Foods plc, Dairy Crest plc and

The Body Shop International

plc. In addition to the above

Alastair has a proven track

record in corporate strategy,

restructuring and M&A. Alastair

is a non-executive director

and chairs the audit and risk

committee of McBride plc,

a British-based business

manufacturing own brand

household goods. Alastair is

also serving as an independent

member of the audit and risk

committee for the Department

for Education in England.

Anne brings extensive

experience across a variety

of sectors including digital

integrations, data analytics,

cultural change programmes,

and strategic acquisitions and

partnerships. Anne previously

served as chief executive

officer of Vodafone Ireland

for nine years before joining

Meta in her current role as vice

president of the mid-market

business division for the EMEA

region. Prior to this she acted

as managing director of BT

Ireland.

Anne previously served as

a non-executive director of

Vodacom Group Ltd. She also

served as chair of Goal Global

and as president of the Dublin

Chamber of Commerce. Anne

is currently a board member

of IBEC CLG, a business and

employer association for

organisations based in Ireland

and Ludgate, an Irish non-

profit enterprise facilitating job

growth via digital technology

and remote working hubs,

and the Economic and Social

Research Institute, an Irish

research institute focusing

on the areas of sustainable

economic growth and social

progress.

Helen has significant

operational, financial, risk

and UK retail experience and

previously held senior finance

roles at Dixons, Forte, Safeway

and Lloyds Banking Group

over a 30-year executive

career.

Helen brings significant

change leadership and

transformation experience

gained from her roles as

retail integration director at

Lloyds Banking Group and

as chief operating officer

at TSB Banking Group plc.

Helen has a probing focus on

cyber security, risk matters,

and internal controls. She is

a qualified executive coach

and mentor and understands

the importance of building

a diverse talent pipeline.

Helen has an ongoing

interest in sustainability, her

leadership and appetite to

drive the Group’s agenda in

this area has been integral

to the establishment of the

Sustainability Committee.

Helen is deputy chair of

Compton Varney and a

member of their finance and

audit committee.

Helen is a fellow of the

Institute of Chartered

Accountants in England and

Wales, having trained with

Coopers & Lybrand.

Hetal joined Greencore in

April 2023. Hetal has a strong

record as a senior finance

professional with significant

experience gained in large,

international groups and has

proven leadership credentials.

Hetal has held several finance

roles in both publicly listed and

private organisations, including

a 17-year career at Cadbury

plc where he held finance

director roles spanning the

UK, US, Asia and Africa, and

where he was also responsible

for leading transformational

projects across supply chain,

finance, IT and strategy in

various locations. Hetal is

currently serving as the chief

financial officer for Europe

at Belron International, a

portfolio company of Clayton,

Dubilier & Rice. In addition to

his financial experience, Hetal

brings experience in corporate

strategy and M&A and

operational improvements.

Damien brings over 20 years’

experience as a corporate

lawyer and senior executive

across Europe, the US and

Asia. Damien was responsible

for the legal and corporate

secretarial functions, as well

as the risk, sustainability,

quality and compliance

functions, in his previous

role as general counsel and

company secretary of FTSE

250 listed UDG Healthcare

plc. Prior to this, Damien acted

as chief operating officer and

general counsel at Sysnet

Global Solutions (now Viking

Cloud), a fast-growing global

technology business.

Damien trained and practiced

as a corporate/M&A lawyer

with Freshfields Bruckhaus

Deringer in their London,

Tokyo and New York offices

before moving to Maples and

Calder’s Dublin office and has

extensive experience advising

global clients on public and

private large-scale multi-

jurisdictional transactions. He

has also completed executive

education programmes

most recently at Cambridge

University (in sustainability

management) and Columbia

University (in leading strategic

change).

Committee membership

63Strategic Report | Directors’ Report | Financial Statements | Other Information

Leslie Van de Walle Dalton Philips

BA, MBA

John Amaechi

OBE, BSc

Sly Bailey Linda Hickey

BBS

Alastair Murray

MA, MBA, FCMA

Anne O’Leary

CDir

Helen Rose

BSc, FCA

Harshitkumar (Hetal)

Shah

BS, CIMA

Damien Moynagh

BCL, DEUE

Non-Executive Director

Board Chair (Aged 67)

Appointed as Non-Executive

Director and Chair Designate

on 1 December 2022. Leslie

became Board Chair on

26 January 2023.

Chief Executive Officer

(Aged 55)

Appointed as Chief Executive

Officer with effect from

26 September 2022.

Non-Executive Director

(Aged 53)

Appointed as Non-Executive

Director with effect from

1 February 2021.

Non-Executive Director

Senior Independent

Director (Aged 61)

Appointed as Non-Executive

Director with effect from

17 May 2013 and Senior

Independent Director with

effect from 14 December 2017.

Non-Executive Director

(Aged 61)

Appointed as Non-Executive

Director with effect from

1 February 2021.

Non-Executive Director

(Aged 62)

Appointed as Non-Executive

Director with effect from

1 February 2023.

Non-Executive Director

(Aged 56)

Appointed as Non-Executive

Director with effect from

1 February 2021.

Non-Executive Director

(Aged 58)

Appointed as Non-Executive

Director with effect from

11 April 2018.

Non-Executive Director

(Aged 51)

Appointed as Non-Executive

Director with effect from

1 April 2023.

Group General Counsel

and Company Secretary

(Aged 46)

Appointed as Group General

Counsel and Company

Secretary with effect from

7 November 2022.

Leslie joined Greencore in

December 2022 bringing a

wealth of extensive leadership

and non-executive and chair

experience across multiple

sectors. Leslie has a deep

knowledge of the food

industry having held previous

positions at Danone, Cadbury

Schweppes and United

Biscuits, where he served as

group chief executive officer.

Leslie has held multiple non-

executive roles throughout

his career including currently

serving as the chair of the

Robert Walters Group and

chair of their nomination

committee, having previously

served as chair between 2012

and 2018. He has held various

non-executive roles and was

previously chair of Euromoney

Institutional Investor plc and

SIG plc, as well as deputy chair

and a non-executive director

and chair of the nomination

committee at Crest Nicholson

Holdings plc, a non-executive

director of HSBC UK Bank

plc and senior independent

director and chair of the

remuneration committee of

DCC plc.

Dalton joined Greencore

on 26 September 2022.

Dalton started his career with

Jardine Matheson followed by

Walmart before moving into

roles including chief executive

of daa plc, the global airports

and travel retail group, chief

executive of Wm Morrison

plc, then a FTSE 100 company

and the UK’s fourth largest

supermarket chain, chief

executive of luxury goods

retailer Brown Thomas Group,

and chief operating officer

of Canadian retailer Loblaw

Companies Limited. Dalton

has also previously served as

a senior advisor to the Boston

Consulting Group.

Dalton is currently serving as

a non-executive director of

IBEC CLG.

Dalton has a BA from

University College Dublin, an

MBA from Harvard University,

and an honorary Doctorate of

Management from Bradford

University.

John brings insight to

Greencore having actively

worked in inclusive leadership

and building high-performing

teams. John is a respected

organisational psychologist,

executive coach and is the

founder and chief executive

officer of APS Intelligence

Ltd, a talent and leadership

development firm. In

addition, John is a leadership

training partner with the

National Health Service and

is currently serving on the

Lloyd’s of London culture

advisory group. John has

previously been a member of

the Inclusive Advisory Panel

at Tesco, the Diversity and

Inclusion Board at Sanofi and

the Inclusive Leadership Board

for KPMG UK.

John is a Chartered Scientist,

a Chartered Fellow of

the Chartered Institute of

Personnel and Development,

and a Fellow of the Royal

Society for Public Health. John

is currently a research fellow at

the University of East London.

Sly is an experienced executive

having held several listed and

private board roles including

serving as a non-executive

director of Ladbrokes plc and

EMI plc, where she served

as both senior independent

director and chair of the

remuneration committee.

She has also served as a non-

executive director and chair of

the remuneration committee

for the Press Association. Sly

currently serves as a non-

executive director of IPSX

Group Limited where she is

also chair of the remuneration

committee and a member of

the nomination committee.

Sly previously served as chief

executive officer for one of the

UK’s largest media companies,

Trinity Mirror plc, for almost 10

years. She has also previously

served as chief executive

officer of IPC Media.

Sly’s broad knowledge

spanning a variety of sectors

provides her with a deeper

understanding of different

markets and business

circumstances underpinning

her appointment as Senior

Independent Director. Sly’s

strong interest in employee

related matters has been

invaluable in her role as

Workforce Engagement

Director.

Linda brings extensive

corporate experience and

knowledge to the Board

having spent her executive

career in stockbroking and

investment banking. Linda

previously worked at NCB

Stockbrokers and Merrill

Lynch, before serving as

head of corporate broking at

Goodbody Stockbrokers for

15 years.

Linda is a non-executive

director of Kingspan

Group plc, a global leader

in insulation and building

envelope solutions, where

she serves as senior

independent director, worker

relations director, chair of the

remuneration committee and

a member of the nominations

committee. Linda is also a

non-executive director of

Cairn Homes plc where she is

remuneration committee chair

and a member of the audit

and risk committee. She is also

currently acting as vice chair

of Quanta Capital’s advisory

board and has previously

served as chair of the Irish

Blood Transfusion Service.

Alastair joined Greencore in

February 2023 and brings

extensive food industry and

financial experience having

previously held the role of

chief financial officer and

director of Premier Foods plc

until September 2019. Alastair

is a chartered management

accountant having financial,

property, and IT experience

across a number of listed

companies including Premier

Foods plc, Dairy Crest plc and

The Body Shop International

plc. In addition to the above

Alastair has a proven track

record in corporate strategy,

restructuring and M&A. Alastair

is a non-executive director

and chairs the audit and risk

committee of McBride plc,

a British-based business

manufacturing own brand

household goods. Alastair is

also serving as an independent

member of the audit and risk

committee for the Department

for Education in England.

Anne brings extensive

experience across a variety

of sectors including digital

integrations, data analytics,

cultural change programmes,

and strategic acquisitions and

partnerships. Anne previously

served as chief executive

officer of Vodafone Ireland

for nine years before joining

Meta in her current role as vice

president of the mid-market

business division for the EMEA

region. Prior to this she acted

as managing director of BT

Ireland.

Anne previously served as

a non-executive director of

Vodacom Group Ltd. She also

served as chair of Goal Global

and as president of the Dublin

Chamber of Commerce. Anne

is currently a board member

of IBEC CLG, a business and

employer association for

organisations based in Ireland

and Ludgate, an Irish non-

profit enterprise facilitating job

growth via digital technology

and remote working hubs,

and the Economic and Social

Research Institute, an Irish

research institute focusing

on the areas of sustainable

economic growth and social

progress.

Helen has significant

operational, financial, risk

and UK retail experience and

previously held senior finance

roles at Dixons, Forte, Safeway

and Lloyds Banking Group

over a 30-year executive

career.

Helen brings significant

change leadership and

transformation experience

gained from her roles as

retail integration director at

Lloyds Banking Group and

as chief operating officer

at TSB Banking Group plc.

Helen has a probing focus on

cyber security, risk matters,

and internal controls. She is

a qualified executive coach

and mentor and understands

the importance of building

a diverse talent pipeline.

Helen has an ongoing

interest in sustainability, her

leadership and appetite to

drive the Group’s agenda in

this area has been integral

to the establishment of the

Sustainability Committee.

Helen is deputy chair of

Compton Varney and a

member of their finance and

audit committee.

Helen is a fellow of the

Institute of Chartered

Accountants in England and

Wales, having trained with

Coopers & Lybrand.

Hetal joined Greencore in

April 2023. Hetal has a strong

record as a senior finance

professional with significant

experience gained in large,

international groups and has

proven leadership credentials.

Hetal has held several finance

roles in both publicly listed and

private organisations, including

a 17-year career at Cadbury

plc where he held finance

director roles spanning the

UK, US, Asia and Africa, and

where he was also responsible

for leading transformational

projects across supply chain,

finance, IT and strategy in

various locations. Hetal is

currently serving as the chief

financial officer for Europe

at Belron International, a

portfolio company of Clayton,

Dubilier & Rice. In addition to

his financial experience, Hetal

brings experience in corporate

strategy and M&A and

operational improvements.

Damien brings over 20 years’

experience as a corporate

lawyer and senior executive

across Europe, the US and

Asia. Damien was responsible

for the legal and corporate

secretarial functions, as well

as the risk, sustainability,

quality and compliance

functions, in his previous

role as general counsel and

company secretary of FTSE

250 listed UDG Healthcare

plc. Prior to this, Damien acted

as chief operating officer and

general counsel at Sysnet

Global Solutions (now Viking

Cloud), a fast-growing global

technology business.

Damien trained and practiced

as a corporate/M&A lawyer

with Freshfields Bruckhaus

Deringer in their London,

Tokyo and New York offices

before moving to Maples and

Calder’s Dublin office and has

extensive experience advising

global clients on public and

private large-scale multi-

jurisdictional transactions. He

has also completed executive

education programmes

most recently at Cambridge

University (in sustainability

management) and Columbia

University (in leading strategic

change).

Committee membership

Board Committees

Audit and Risk

Nomination and Governance

Remuneration

Sustainability

Committee Chair

64 Greencore Group plc Annual Report and Financial Statements 2023

Decision-

making

Board leadership, culture and company purpose

Board leadership, culture, and company purpose

The Board is ultimately responsible to shareholders for the direction,

management, performance and long-term sustainable success of

the Company with key stakeholders in mind. It sets the Group’s

strategy and objectives and oversees and monitors internal controls,

risk management, principal risks, governance and viability of the

Company, ensuring that these are aligned to the Group’s purpose

and culture.

The strategy of the Group is set by the Board and is subject to an

in-depth annual review. The Board is committed to the delivery of

the Group’s refreshed three horizon strategy: Horizon 1: stabilise the

business, Horizon 2: rebuilding profitability and returns; and Horizon

3: developing our strong growth platform. Our strategy is set out on

pages 18 to 21.

An overview of the key activities of the Board for FY23 is set out on

pages 66 to 67.

Company purpose – Making every day taste better

Our purpose sets a common goal throughout the Group to always

strive for better. Every day, under the Board’s leadership, our

colleagues make a positive contribution to the lives of many people,

including by providing convenient, nutritious and tasty food for our

customers and consumers whilst sourcing responsibly. Embedding

the Group’s purpose through decision-making is a fundamental part

of the Board’s role. The Board understands this responsibility as it

works to ensure that the Group has processes in place to look after

our colleagues and care for our communities and the planet. Further

information on the Group’s purpose is set out on page 4 of the

Strategic Report.

Our stakeholders

The Board is committed to actively engaging with and understanding

the views of our different stakeholders and taking their views

into consideration. The Board is mindful that our actions and

decisions impact all of the Group’s stakeholders. Read more on our

engagement with stakeholders during FY23 on pages 68 to 73.

Decision-making

65Strategic Report | Directors’ Report | Financial Statements | Other Information

Governance structure

The Board

Audit and Risk

Committee

Read more on page 59

How we are governed

How the Board operates

The Directors are responsible for the proper stewardship of the

Group’s affairs, both on an individual and collective basis, and it is

the Board alone that has the authority and responsibility for planning,

directing and controlling the activities of the Group.

There is an agreed procedure for Directors to take independent

legal advice at the expense of the Company in the furtherance of

their duties as Directors of the Company. In addition, the Directors

are indemnified for any legal action taken against them in respect of

matters pertaining to their duties as Directors, subject always to the

limitations under Irish company law.

Matters reserved to the Board

There is an agreed list of matters reserved for Board consideration

which is formalised in a Matters Reserved to the Board Policy. This is

reviewed annually and updated as appropriate. The Matters Reserved

to the Board Policy was last reviewed in September 2023 and is

available under the Investor Relations section of the Group’s website,

www.greencore.com.

Conflicts of interest

Under the Board’s formal Conflicts of Interest Policy, all Directors

have a duty to avoid a situation in which they have, or may have, a

direct or indirect interest that conflicts, or possibly may conflict, with

the interests of the Company while serving on the Board. As such,

at the beginning of every meeting all Directors are asked to declare

any conflicts. Directors are not permitted to vote regarding their own

conflicts, if any. The Conflicts of Interest Policy was last reviewed in

September 2023.

Board Committees

The Board has four principal Board Committees to assist in the

fulfilment of its responsibilities, providing dedicated focus on

particular areas. Each Committee is responsible for reviewing and

overseeing activities within its particular Terms of Reference. The

Chair of each Committee provides a summary of the proceedings

of any Committee meetings held since the previous Board meeting

at each scheduled meeting. Details of the various Committees’

members, together with their relevant biographies are set out on

pages 62 and 63 of this Report. Further details on the role of the

Committees and the work undertaken by each Committee in the

year under review can be found on pages 78 to 107.

Sub-committees of the Board

During FY23, sub-committees of the Board were established in order

to facilitate the streamlined consideration and approval of specific

projects or items which may require additional or particular focus

and attention outside of the scheduled meetings. Sub-committees

of the Board comprise of a minimum of three directors. Four sub-

committee meetings were held during FY23.

66 Greencore Group plc Annual Report and Financial Statements 2023

Board activities and engagement with stakeholders

WHAT THE BOARD

DID IN FY23

Total number of meetings held in

FY23

Includes scheduled and unscheduled

Board, Board Committee and sub-

committee meetings.

Site visits in FY23

At each Board meeting, the Chief

Executive Officer (‘CEO’) provides a

report on the overall performance of the

business, while the Chief Financial Officer

(‘CFO’) provides a report on the financial

performance and updates are received

from each of the Committee Chairs.

Through scheduled business reports, the

Board focuses on key commercial and

operational updates. In addition to these

matters and other recurring agenda items,

specific areas of focus were considered

by the Board in FY23 as are set out this

section.

Board Committees

Audit and Risk

Nomination and

Governance

Remuneration

Sustainability

Strategy and corporate development

Strategy

Group strategy and corporate

development was considered in detail

during the year, including during a

standalone Board strategy session in April.

Received regular updates on the progress

of strategic development, reframing the

future direction and, in particular, the

progress of Horizon 1, and consideration

of Horizons 2 and 3 for FY24 and beyond.

Supported the incorporation of

sustainability into the strategic planning

of the Group together with the newly-

established Sustainability Committee.

Corporate development

Considered and approved the disposal

of the edible oils business, Trilby

Trading Limited, to K.T.C. (Edibles) Limited,

a majority owned subsidiary of funds

managed by Endless LLP, in light of the

Group’s current strategic focus on the

UK convenience food market.

Operational and financial performance

Performance

and trading

Reviewed and considered the CEO, CFO

and Interim CFO reports at each Board

meeting, together with commercial and

operational updates from the Group

Executive Team.

Reviewed and considered monthly

reports, including management accounts

and details of performance against

budget.

Approved FY22 Full Year Results,

FY23 Half Year Results and the FY23 Q1

and Q3 Trading Updates.

Budgeting, financing

and capital management

Discussed, reviewed and approved the

Group’s budget presentation for FY24.

Considered strategic objectives and

implications on long-term performance

and future capital investment and returns.

Following a review of the Group’s

financing structure and requirements,

approved terms of new financing

arrangements to replace existing facilities

and extend the tenor of the Group’s

overall funding position.

Approved £35m in aggregate in share

buyback programmes (ongoing) to

complete the £50m of value return

programme which was announced in

May 2022.

67Strategic Report | Directors’ Report | Financial Statements | Other Information

During FY23, a period of transition, the

Board focused on supporting the Group

Executive Team in realigning commercial and

operational imperatives, resetting the Group’s

governance structures and paving the way for

refreshed strategic priorities.

In ensuring that the Board agenda meets the

needs of the business, each Board meeting

agenda is agreed in advance by the Chair,

the CEO and the Group General Counsel and

Company Secretary.

Governance and legal

Board succession

and Committee composition

Supported the onboarding of Leslie Van

de Walle as the new Chair of the Board,

replacing Gary Kennedy.

Approving the appointments of Alastair

Murray and Harshitkumar (Hetal) Shah as

Non-Executive Directors and Catherine

Gubbins as Executive Director and CFO.

Reviewed and restructured the Committees

against good corporate governance

practices and the current and future needs

of the Group, including establishing a new

Sustainability Committee.

Board evaluation and operation

Oversaw internally-facilitated Board

and Committee evaluations and the

implementation of actions from previous

evaluation processes.

Considered evaluators for the planned

FY24 externally-facilitated Board review.

Legal and regulatory

Received reports on and discussed

regulatory developments, such as

proposed changes to the UK Corporate

Governance Code.

Received reports from each of the

Committee Chairs and the Workforce

Engagement Director on their activities,

receiving recommendations for approval,

as appropriate.

Reviewed and approved the FY22 Annual

Report and Financial Statements, FY22

Full Year Results and the FY23 Half Year

Results announcements.

Reviewed and approved various Group

policies including, Tax Strategy and Policy,

Treasury Policy, and Code of Ethics and

Business Conduct.

Stakeholder engagement

Shareholders

Held an in-person Annual General

Meeting in the Aviva Stadium in Dublin,

Ireland on 26 January 2023.

Following his appointment, the

Chair connected with the Group’s

largest shareholders, and updated

the Board following meetings with

a number of these.

Received updates from the CEO and the

Investor Relations team following

meetings with the Group’s shareholders

following release of results, with the

Board receiving updates from these

meetings in addition to reports and

feedback from brokers and analysts.

Customers and suppliers

Received regular updates on business

opportunities with new and existing

customers.

Reviewed updates and considered supplier

relationships as part of the Group’s

strategy and operational discussions.

Colleagues

Reviewed employee engagement

results, such as results from our People

at the Core survey which took place in

October 2022 and our FY23 Pulse

Engagement Survey.

Represented by the Board’s Workforce

Engagement Director, meetings were

held with members of the workforce,

after which the Board received updates

on findings and recommendations.

Approved the 2023 Remuneration

Policy and received updates on the

remuneration framework applicable

to the wider workforce.

Engaged with members of management

and the wider workforce, during Board

and Committee meetings and during

site visits, getting the opportunity to

see talent from across the Group.

Local communities

Supported the Group’s involvement

in initiatives supporting the local

communities in which we operate.

Risk management

Received updates from the Risk

Oversight Committee and considered

functional risks, the Group’s principal

risks and uncertainties and emerging

risks.

Considered Group risk management

and approved the Group’s Statement

of Risk Appetite.

Received regular updates and

considered certain risk areas including

cybersecurity, IT, technical/food safety

and operational safety, health and

environment.

Considered and approved the Group’s

viability statement and considered the

effectiveness of internal controls and

the risk management system.

68 Greencore Group plc Annual Report and Financial Statements 2023

Board activities and engagement with stakeholders continued

ENGAGING WITH

OUR STAKEHOLDERS

Our purpose-led

stakeholder engagement

For the Group, strategic engagement

creates trusted relationships with our key

stakeholders and enables the Board to

understand their needs and priorities in order

to deliver value and build a better, more

resilient and sustainable business.

The Board is aware that the Group’s actions

and decisions impact all of our stakeholders

and it ensures that there is regular dialogue

taking place with stakeholders, which is

carried out by those most relevant to the

stakeholder group or issue, and discussed

appropriately in the boardroom.

Feedback from all engagement activities is

regularly considered by the Board as part

of its decision-making process. Effective

stakeholder engagement helps us better

understand the impact of our decisions on

all our stakeholders as well as their needs

andconcerns.

The Board is also aware that situations

will exist where not every stakeholder

interest can be addressed in full, however

stakeholder regard continues to the greatest

extent possible in decision-making at every

level.

The Board’s approach to stakeholder

engagement and some key decisions made

during FY23 following those engagements,

are set out on pages 69 to 71. To give greater

understanding to this, we have provided

clear cross-referencing to where more

detailed information can be found in this

Annual Report. Shareholders and other

stakeholders can be confident that the

contents of our corporate reporting reflect

the frameworks for strategy, stakeholder

engagement, governance, risk management

and culture as established and overseen by

the Board.

More information

• Our 2023 Sustainability Report

sets out how our purpose

and Sustainability Strategy are

interlinked with stakeholders

in mind and is available on

www.greencore.com. Further

information on our Sustainability

Strategy can be found on pages

22 to 39 of this Annual Report.

• The Group’s Code of Ethics

and Business Conduct sets out

our fundamental principles and

values directly applicable to our

stakeholders. The Code of Ethics

and Business Conduct is available

on www.greencore.com.

69Strategic Report | Directors’ Report | Financial Statements | Other Information

Our stakeholders

ConsumersSuppliers Local

communities

Customers ColleaguesShareholders

Shareholders

Why engage with our shareholders?

• As owners of our business, engagement with shareholders helps

us understand their expectations as regards key areas of interest.

• Key areas of interest include our financial and operational

performance, our strategy for sustainable growth, capital

allocation and corporate governance.

How we engage

• In addition to regular communication channels (e.g., website,

social media channels) our Group Executive Team and Investor

Relations team meet regularly with equity investors and analysts.

• Attendance at our Annual General Meeting and the presentation

of our annual and half year results and the associated roadshows

also provide opportunities for engagement.

• Our CEO, CFO and Investor Relations team provide investor

meeting updates and feedback to the Board and, following his

appointment this year, our Chair contacted a number of our

largest shareholders.

• Our Chair engaged with many of our shareholders in person

at the 2023 AGM as well as six of our largest shareholders

throughout the year.

What outcomes were achieved?

• Through our engagements, we understand that shareholders

remain focused on financial performance, sustainable growth and

capital allocation.

• Feedback received from shareholders showed differing views with

regard to share buyback and dividends.

• The Board remain mindful of these views when considering the

most appropriate means of returning capital to shareholders.

Read more on page 67

Customers

Why engage with our customers?

• We are in business to provide a valuable service to our valued

customers, and they rely on us to provide quality products

sustainably, on time and at a competitive price and engagement

helps us understand both their needs and the needs of the

consumer.

• Key areas of interest include the development of valued long-

term partnerships, innovating together to provide great-tasting

sustainable quality food to the highest technical and food safety

standards.

How we engage

• We work closely with our customers on a daily basis to develop,

improve and refine our products and ensure quality and food

safety, through collaborative projects, market insights and

innovation workshops with existing and new products aligned to

our healthy and sustainable diets strategy.

• This engagement occurs at multiple levels, including at senior

management and Executive Director level, and the Board receives

regular customer relationship and industry trend updates.

• The Board supports the Group as it identifies opportunities

to deepen these relationships and, through the Sustainability

Committee, is particularly focused on opportunities with

customers to progress our healthy and sustainable diets agenda.

What outcomes were achieved?

• During FY23 we developed and launched a number of new

product ranges in response to existing and emerging trends.

• Customer and industry feedback was regularly shared with the

Board, helping the Board understand and support customer

opportunities and potential issues as they arose, including for

example the impact of the cost of living crisis.

Read more in our Strategic Report

70 Greencore Group plc Annual Report and Financial Statements 2023

Board activities and engagement with stakeholders continued

Suppliers

Why engage with our suppliers?

• By working closely with our suppliers, we better understand our

supply chain, helping us identify potential issues and opportunities

for the supplier, the Group and our customers.

• The Group’s focus on great taste and quality, food safety,

innovation and a sustainable supply chain means that mutually

beneficial supplier relationships are essential to ensuring

sustainable opportunities continue to exist for both ourselves and

our suppliers.

How we engage

• We interact daily with our suppliers, and our procurement teams

hold workshops with key suppliers to drive strategies for mutual

benefit, share our strategy on growth and sustainability and

request support as required in relation to volume, quality and

source.

• The Board is updated regularly on our key relationships and

through our Sustainability Committee, is particularly focused on

sustainable sourcing and working with suppliers as we encourage

ethical sourcing, and identify areas of our supply chain that may

be at risk from modern slavery and human rights abuses.

• Our Board also receive updates relating to shared challenges,

e.g., inflation and responsible sourcing, and, importantly, through

the Audit and Risk Committee, monitor payment terms to ensure

these are fair and reasonable.

What outcomes were achieved?

• A key pillar to the Group’s Sustainability Strategy is Sourcing

with Integrity and the Group’s Sustainability Committee has re-

iterated the Group’s intention to be an ethical business, sourcing

its priority ingredients from a fairer and more sustainable supply

chain.

• During FY23, the Board also approved the Group’s Modern Slavery

and Human Trafficking Transparency Statement.

Read more on page 16

71Strategic Report | Directors’ Report | Financial Statements | Other Information

Colleagues

Why engage with our colleagues?

• Our greatest asset is our dedicated and experienced workforce –

they are the lifeblood of our business and the anchor to the local

communities in which we operate.

• Engaging with our colleagues has helped us understand that

they seek an open, diverse and safe workplace, an environment

enabling them to achieve their full potential, and one where they

are accepted and valued for who they are, regardless of their

background.

How we engage

• Through numerous channels, the Group undertakes a significant

number of engagement activities with colleagues each year, such

as colleague forums across our sites, or through the anonymous

People at the Core survey and Pulse Engagement Survey.

• Through these activities, the Board and management are provided

with valuable insights from colleagues expressing their views,

both positive and negative. Colleagues’ views about where they

work are obtained from the People at the Core survey results,

whereas the colleague forums provide opportunities for ‘two-way’

dialogue with senior leaders in the business.

• The Board is regularly updated on the numerous regular

communication channels such as weekly CEO videos, fortnightly

leadership calls, the quarterly leadership forum, while our peer-

to-peer listening service, Talk2Us, continues to offer colleagues

a confidential service that they can use for emotional and social

support.

What outcomes were achieved?

• In addition to people and engagement updates provided in the

CEO’s report at each Board meeting, the Board’s Workforce

Engagement Director also met with colleagues and provided the

Board with valuable feedback which management have been able

to act upon. Read more on pages 72 to 73.

• Recognising the importance of a diverse and inclusive workplace,

the Board approved the Board Diversity Policy, ensuring its

alignment with the Group Inclusion and Diversity Policy, and

performance will form part of the CEO’s’ personal and strategic

objectives for the FY24 annual bonus plan.

Read more on pages 72 and 73

Local communities

Why engage with our local communities?

• Our business depends heavily on the communities in which we

operate and by engaging with our local communities we can

provide support in a more effective manner.

• We consider ourselves to be a part of these communities and it

is our responsibility to provide a positive impact, whether that

is as an employer or as a producer of healthy, quality food that

everyone should be able to access, particularly in severely difficult

economic times as we are currently experiencing.

How we engage

• We interact through various channels from colleague

engagement and participation in local events to more direct

intervention such as charitable donations. Food donations in

particular continue to be a central focus for our community

engagement efforts.

• Supporting local communities is a priority area of the Group’s

Sustainability Strategy, the Better Future Plan.

• The Board, through its Sustainability Committee, received regular

updates in relation to the progress of the Group’s Sustainability

Strategy, the Better Future Plan.

What outcomes were achieved?

• A Communities Roadmap has been developed as part of our

Sustainability Strategy, the Better Future Plan.

• During FY23, the Group has redistributed over 770 tonnes (or

1,833,370 equivalent meals) of edible food waste.

• We have also increased the number of onsite staff shops where

our own colleagues can purchase discounted products to help

with the ongoing cost-of-living crisis.

Read more on page 28

72 Greencore Group plc Annual Report and Financial Statements 2023

Board activities and engagement with stakeholders continued

ENGAGING WITH

OUR STAKEHOLDERS

Greencore recognises that our colleagues are intrinsic to the

success of our business. Active engagement continues to be

vitally important as we navigate ongoing external challenges,

develop and win new business, refine working practices and

seek to further improve retention.

During FY23, along with the assistance of our Workforce Engagement

Director, Sly Bailey, the Group strengthened existing, and implemented

several new, colleague engagement initiatives. These included:

• the introduction of a colleague app to help us improve

communication with our frontline colleagues;

• weekly communication video from our CEO to ensure all

colleagues are updated on business performance and progress;

• the launch of an in-house online coaching and mentoring portal;

• the opening of discounted ‘staff shops’ at several sites; and,

• continuation of our cross-functional colleague forum.

Sly ensures that our colleagues’ voices are heard in the boardroom

and their interests are taken into consideration when making

important decisions.

73Strategic Report | Directors’ Report | Financial Statements | Other Information

“The cross-functional forum was

an ideal way, during this year’s

organisational changes, for colleagues

to have a voice and share regularly,

with management, what they felt was

working well and where we could do

things differently. The colleagues in

this group act as a temperature check

for the business – sharing how people

are feeling and looking at how we can

work together to continue to enhance

engagement and, also, support each

other right across the business.”

Feedback from a colleague forum member

Autumn 2023

Activities of the Workforce

Engagement Director during FY23

Hosted a listening group with our cross-functional salaried

colleague forum members and provided feedback to the

Board.

Advised and supported on the restructuring that took place

during the year.

Continued to review the Group’s recruitment, selection and

training processes.

Reported to the Board on a number of colleague engagement

areas including inclusion and diversity and talent management.

Met with the Chief People Officer to discuss colleague training

and development plans, organisational changes, Inclusion and

Diversity Strategy and new communication initiatives.

Input to the plans and discussed output from our FY23 Pulse

Engagement Survey.

Our plans to further improve

colleague engagement

Expand roll-out of our ‘staff shop’ concept to ensure as many

colleagues as possible get access to discounted products.

Provide training to both leaders and colleagues to ensure

our colleague app is best utilised to enhance engagement.

Develop key processes to help streamline and standardise

work – including the launch of a new people management

system.

Build on our approach to hybrid working to support positive

work life balance for all colleagues.

Re-energise the focus we put on The Greencore Way as an

enabler that will support us on our growth journey.

74 Greencore Group plc Annual Report and Financial Statements 2023

Division of responsibilities

As set out on page 65 of this Annual Report, the Board is collectively responsible for planning,

directing and controlling the activities of the Group. The Board’s responsibilities are set out in

a formal Matters Reserved to the Board Policy. The Board is currently made up of nine Directors:

one Executive Director and eight Non-Executive Directors, one of which is the Board Chair.

Time commitment

Each year, a schedule of regular meetings to be held in the following

calendar year is agreed with each of the Directors. A list of the

Directors’ attendance at scheduled meetings throughout the year

can be found on page 61. Additional Board meetings are held on an

ad hoc basis as required throughout the year.

Board and Committee meetings normally take place at the Group’s

head office in Dublin as well as at the Group’s sites where tours of the

local facilities and/or customer visits are also incorporated into the

Board agenda.

Board papers are circulated electronically to Directors in the week

preceding the Board meetings. The Board papers include the minutes

of the previous Board meetings and, where appropriate, Committee

meetings. In addition, the Chair of each Committee provides a verbal

update on the relevant Committee meeting’s proceedings at the

following meeting of the Board.

If a Director is unable to attend a Board meeting, either in person

or remotely, he or she is encouraged to communicate his or her

views on any particular topic to the Board Chair, the CEO, the

Senior Independent Director or the Group General Counsel and

Company Secretary, in advance of the meeting. These views are

then communicated at the Board meeting on behalf of the absent

Director.

Where appropriate, the Board also establishes sub-committees

on an ad hoc basis in order to deal with any additional items of

business which arise throughout the year. The membership of

the sub-committees will depend upon the purpose for which it

was established and will take into account the skills and expertise

necessary. During FY23, four sub-committee meetings were held.

The Board held 28 scheduled and unscheduled meetings during

FY23. Attendance at scheduled Board and Committee meetings held

during the year was as follows:

Board Chair

Leslie Van de Walle

Roles of the Board Chair and Chief Executive Officer (‘CEO’) are separate and distinct and there is a clear

division of responsibilities between the two roles. It is the role of the Board Chair to lead the Board and

ensure its overall effectiveness in directing the Company, whilst demonstrating objective judgement and

promoting a culture of openness and debate.

Chief Executive Officer

Dalton Philips

Reporting to the Board Chair, the CEO has overall responsibility for running the business, driving

shareholder value and developing strong relationships with stakeholders.

Chief Financial Officer

Emma Hynes

(October 2022 – May 2023)

The Chief Financial Officer (‘CFO’) is primarily responsible for managing the financial affairs of the

Company and optimising its financial performance. The CFO is also responsible for internal audit and risk

management, as well as the Group’s tax affairs.

Non-Executive Directors

John Amaechi

Sly Bailey

Linda Hickey

Alastair Murray

Anne O’Leary

Helen Rose

Harshitkumar (Hetal) Shah

Leslie Van de Walle

The role of a Non-Executive Director includes providing entrepreneurial leadership, developing

strategy, scrutinising management performance and challenging management proposals in a clear

and constructive manner. Non-Executive Directors also utilise their skills, expertise and experience to

contribute to the development of the Group as a whole. Information on the time commitment expected

from each Non-Executive Director is set out below.

Senior Independent Director

Sly Bailey

In accordance with best practice and the 2018 UK Corporate Governance Code, the Board has appointed

a Non-Executive Director as the ‘Senior Independent Director’. It is the role of the Senior Independent

Director to act as a confidential sounding board for the Board Chair and to serve as an intermediary for the

other Directors when necessary. The Senior Independent Director is available to shareholders, and other

stakeholders, if they have concerns which they have been unable to resolve through the normal channels

of Board Chair, CEO or CFO, or indeed where such contact through the aforementioned channels is

deemed inappropriate. Terms of Reference for the Senior Independent Director are approved by the Board

and are reviewed annually. A copy of the Terms of Reference for the Senior Independent Director can be

found on the Group’s website, www.greencore.com.

Group General Counsel and

Company Secretary

Damien Moynagh

The Group General Counsel and Company Secretary, whose appointment and removal is a matter for the

Board as a whole, is responsible for advising the Board on all governance matters and ensuring that Board

policies and procedures are followed. The Group General Counsel and Company Secretary is available to

each of the Directors for any advice or additional support they may require.

1. Jonathan Solesbury is currently acting as Interim Chief Financial Officer. He is not a member of the Board. As noted on page 60, Catherine Gubbins will join the Board in

early 2024 as Executive Director and Chief Financial Officer.

75Strategic Report | Directors’ Report | Financial Statements | Other Information

Scheduled meeting attendance during FY23

Board

Audit and Risk

Committee

Nomination and

Governance

Committee

Remuneration

Committee

Sustainability

Committee

Scheduled meetings held during the year 8 4 2 3 1

John Amaechi

7/8 – 1/1 2/2 0/1

Sly Bailey 8/8 – 1/1 2/2 1/1

Paul Drechsler

2/2 – 0/0 1/1 –

Linda Hickey 8/8 4/4 1/1 3/3 –

Emma Hynes

6/6 – – – –

Gary Kennedy

1/2 – 0/0 – –

Alastair Murray

4/5 2/2 1/1 – 1/1

Anne O’Leary 8/8 4/4 – 3/3 –

Dalton Philips 8/8 – – – –

Helen Rose 8/8 4/4 1/1 – 1/1

Harshitkumar (Hetal) Shah

4/4 2/2 – – –

Leslie Van de Walle 7/7 1/1 1/1 – –

Helen Weir

1/1 1/1 – – –

1. The Board and each Committee held additional meetings throughout the year. Further details on additional Committee meetings are set out in the respective Committee

reports.

2. John Amaechi was unable to attend a Board meeting and a Sustainability Committee meeting due to illness. Having read the papers, he communicated his views on the

business of the meetings to the Chair.

3. Paul Drechsler stepped down from the Board and as Non-Executive Director on 26 January 2023.

4. Emma Hynes stepped down as Executive Director and Chief Financial Officer on 31 May 2023.

5. Gary was unable to attend one meeting due to an illness. Gary stepped down from his role as Board Chair and Non-Executive Director on 26 January 2023.

6. Alastair Murray was appointed to the Board as Non-Executive Director and Chair of the Audit and Risk Committee on 1 February 2023. Alastair was unable to attend a

meeting due to prior business commitments. Having received the papers, he communicated his views on the business of the meeting to the Chair.

7. Hetal Shah was appointed to the Board and as Non-Executive Director on 1 April 2023.

8. Helen Weir stepped down from the Board as Non-Executive Director and Chair of the Audit and Risk Committee on 31 December 2022.

Site visit policy

The Board has a formalised Site Visit Policy for Non-Executive

Directors. Under the Site Visit Policy, Non-Executive Directors

visit certain sites, absent Executive Directors, in order to meet

local management teams, members of the wider workforce, see

operations and experience the culture of the business. During FY23,

Non-Executive Directors had the opportunity to visit the sites at Bow,

Tamworth, Warrington and Park Royal, after which an update on the

visits and associated learnings were shared with the Board.

External appointment policy

The Board has a formalised External Appointment Policy

(‘Appointment Policy’) for Directors. The Appointment Policy

stipulates that in advance of any new Board appointment, each

potential new Non-Executive Director will be provided with

information on the time commitment expected of him or her for

his or her role. The potential Non-Executive Director is required

to provide a detailed overview of all other directorships and other

significant commitments together with a broad indication of the time

commitment associated with such other directorship(s) or significant

commitment(s). The proposed appointee must also confirm that

they have sufficient time to dedicate to the role and meet their

requirements as a potential Non-Executive Director of the Company.

Furthermore, all incumbent Directors must seek the prior written

approval of the Board in advance of undertaking any additional

external appointments. Before approving any additional external

appointment, the Board shall consider the time commitment

required for the role. Each proposed external appointment shall be

reviewed independently.

In addition to the above, in accordance with the Appointment Policy,

Executive Directors shall not normally be permitted to take on more

than one non-executive directorship in a FTSE 100 company or

other significant appointment, however, each proposed external

appointment shall be considered independently. In the event

that permission is granted for an incumbent Director to take on

a significant external appointment, full details of the rationale for

permitting such an appointment shall be clearly explained in the

Group’s Annual Report and Financial Statements.

The Appointment Policy was reviewed in FY23 and minor

amendments were approved by the Board.

76 Greencore Group plc Annual Report and Financial Statements 2023

56%44%

89%11%

11%

11%45%33%

Composition, succession and evaluation

Board composition and independence

The Board consists of eight Non-Executive Directors and currently

one Executive Director, being the Chief Executive Officer (‘CEO’).

In early 2024, Catherine Gubbins will join as Executive Director and

Chief Financial Officer (‘CFO’). A number of Board changes occurred

during FY23 which are detailed in the section entitled ‘Board

succession and changes to the Board’. The biographical details of

each of the Directors, along with each of their individual dates of

appointment, are set out on pages 62 and 63.

Collectively and individually, the Directors are highly experienced

with a wide range of skills, understanding and expertise which

facilitates effective and entrepreneurial leadership. The Directors’

individual capabilities, as well as the effective processes and

structures in place, ensure effective leadership of the Group and that

the highest standards of corporate governance are preserved.

The Board comprises individuals from a varied range of backgrounds,

each of whom brings independent judgement on a number of key

issues for the Group, including strategy, performance, operations,

culture, sustainability, health and safety, data analytics, leadership,

ethics and regulation, diversity, finance, risk and IT. This range of

backgrounds and expertise is invaluable to both the Board and the

Group as it continues to rebuild its economic and operating model

effectively and sustainably with all stakeholders.

At least annually, the Nomination and Governance Committee

undertakes a detailed review of Board and Committee composition

to ensure that there is effective succession planning in place and that

the Board and the Committees are of the appropriate size, structure

and composition, with no one individual or small group having the

ability to dominate decision making. Given the current composition

of the Board, no undue reliance is placed on any individual Non-

Executive Director and the Board is satisfied that it is sufficiently

independent in order to operate effectively.

In accordance with Provision 11 of the 2018 UK Corporate

Governance Code (the ‘Code’), at least half of the Board, excluding

the Board Chair, is considered independent. In accordance with

Board policy, the independence of each Non-Executive Director is

considered by the Nomination and Governance Committee prior to

appointment and independence is reviewed annually by the Board

and reassessed as necessary. The Board has determined that each

of the Non-Executive Directors is independent in character and

judgement and free from any business or other relationship that

could affect their judgement.

In assessing the independence of Sly Bailey, the Board considered

her length of service on the Board, which is in excess of nine years,

and formed the view that Sly has always and continues to exercise

independent judgement as a Non-Executive Director and as Senior

Independent Director. The Board concurred that Sly brings an

independent mind-set to Board and Board Committee meetings and

expresses her views independently of any other relationships. Sly has

confirmed that she will retire from the Board at the conclusion of the

2024 Annual General Meeting.

Board succession and changes to the Board

On 31 December 2022, Helen Weir stepped down from the Board as

Non-Executive Director and Chair of the Audit and Risk Committee.

At the conclusion of the AGM on 26 January 2023, Gary Kennedy retired

from his role as Board Chair and Non-Executive Director, Paul Drechsler

also retired from his role as Non-Executive Director and Leslie Van de

Walle assumed the position of Board Chair on the same date.

On 1 February 2023, Alastair Murray was appointed to the Board as a

Non-Executive Director and Chair of the Audit and Risk Committee

and on 1 April 2023, Harshitkumar (Hetal) Shah was appointed to

the Board as a Non-Executive Director. On 17 April 2023, the Board

announced that Emma Hynes would step down from her role

as Executive Director and CFO with effect from 31 May 2023. In

September 2023, the Group announced that Catherine Gubbins had

been appointed to the role of Executive Director and CFO

and would take up her role in early 2024.

The Board together with the Nomination and Governance

Committee keeps the composition of the Board under review, and

will continue to actively consider Board renewal and succession

planning during FY23 to ensure that it remains strongly positioned to

support and lead the Group into the future.

Further information in relation to Non-Executive Director

refreshment and succession planning is contained in the Report of

the Nomination and Governance Committee on pages 78 to 81.

Induction and development

New Non-Executive Directors undertake a tailored induction process

which includes dedicated time with the Group Executive Team and

senior management and scheduled trips to business operations.

The programme is tailored based on experience and background

of the individual and the requirements of the role. All Directors visit

the Group’s main operating sites as part of their induction and are

encouraged to make at least one visit to other sites every year. The

Board encourages visits to Group businesses, including meetings

with local management and meetings with members of the wider

workforce, as these help Directors understand the Group’s activities

through the direct experience of seeing our facilities and operations

and by having discussions with a diverse group of our people.

During FY23, the Directors received training on governance-related

matters and external experts are invited to attend Board meetings as

appropriate. This included proposed changes to the Code expected

in 2024.

Members of the Board also have access to online seminars and training

events to keep up-to-date on developments in key areas. All Directors

are encouraged to avail of opportunities to hear the views of and meet

with the Group’s shareholders and analysts. There is an established

Board diversity as at 29 September 2023

Female Male Executive Non-Executive <1 year 1-5 years 5-10 years >10 years

By gender By role By tenure

77Strategic Report | Directors’ Report | Financial Statements | Other Information

procedure for Directors to take independent professional advice in the

furtherance of their duties, if they consider this to be necessary.

Board evaluation

The Code specifies that the Board should undertake a formal and

rigorous annual evaluation of its own performance and that of its

committees and individual directors, and that the Board should have

an externally-facilitated evaluation at least once every three years.

The Board recognises the importance of ensuring sustained

improvement to and enhancement of its effectiveness, and

undertakes various phases of evaluation to facilitate this, as well

as a review of its independence. Each year, the Board conducts

an internal evaluation of its performance, which is led by the

Board Chair, as well as a triennial external evaluation. In FY21, the

evaluation was conducted by an external third party, Independent

Audit, in accordance with the requirement under the Code to have

it externally facilitated every three years. In FY22 and FY23, the

performance evaluation process was conducted internally.

In the FY22 Annual Report and Financial Statements, a number

of recommendations to enhance the Board’s effectiveness were

mentioned. In FY23, particular focus was given to optimise the

Board’s time and create a new way of working to maximise its

effectiveness. The quality of Board papers has improved, with more

concise papers being included in Board packs, leading to more

constructive discussion at meetings. In addition, the Board spent

considerable time refining the Group’s strategic priorities and how

these will be measured.

During FY23, the Board undertook an internal review of its operation,

performance and effectiveness, which was conducted using an

online questionnaire. The review concluded that the Board was

effective and working well. The results of the review, including Board

members’ comments in each area, as well as focus areas to enhance

the Board’s effectiveness, were reviewed by the Board, following

which the Board agreed to:

• enhance its focus on medium and long-term strategic objectives

and priorities;

• support successful onboarding of the new CFO; and

• continue to consider talent management strategy as part of

succession planning as well as development and performance of

the Group Executive Team and below.

A review of the operation, performance and effectiveness of the

Board Committees was also conducted in FY23 and a performance

evaluation discussion was included on the agenda for each of the

Committees, supported by an analysis of how each Committee was

performing against key areas of its Terms of Reference. Each of the

Board Committees concluded it was operating effectively.

The Board Chair held private discussions with each of the Non-

Executive Directors regarding individual Director performance. The

outcome of these evaluations was positive, noting that each Director

continues to contribute effectively.

The Senior Independent Director led the annual evaluation of

the Board Chair which involved the completion of a tailored

questionnaire by each Director on the Board Chair’s performance

and effectiveness for FY23. The Senior Independent Director

discussed the findings of the evaluation with the Board Chair and

then presented the findings, including proposed areas for further

focus in FY24, to the Board.

Inclusion and diversity

The Group’s Board Diversity Policy (available on

www.greencore.com) sets out the approach taken to ensure

Board appointments support and embrace difference and nurture

an inclusive Board culture. In this context, diversity not only

encompasses gender, ethnic and social ambitions/diversities, but

also extends further to differing experience, background, intellectual

and personal strengths. All Board appointments are made on merit

against objective criteria, in the context of the overall balance of

skills, experience, expertise and backgrounds that the Board needs

to remain effective. This ethos is integral to the Nomination and

Governance Committee’s approach when carrying out its duty of

reviewing the Board composition. The Board is fully supportive of the

recommendations of the Hampton-Alexander Review and the Parker

Review in respect of both gender and ethnic diversity and aims to

maintain Board representation of at least 33% female gender diversity.

During FY23, the Board was updated on the progress made against

the Group’s Inclusion and Diversity Strategy and endorsed inclusion

initiatives taking place across the business. These included the

Group’s investment in reverse mentoring, introducing representation

targets for our leadership team and placing greater focus on social

inclusion through early career programmes. In addition, for FY24,

inclusion and diversity will remain an important goal in the CEO’s

personal and strategic objectives.

The Nomination and Governance Committee reviews the Board

Diversity Policy annually, monitoring progress on diversity and, where

appropriate, reports on the process used in relation to any Board

appointments.

Detailed information in relation to the Board appointment process for

FY23 is set out on page 79.

78 Greencore Group plc Annual Report and Financial Statements 2023

Report of the Nomination and Governance Committee

REPORT OF THE

NOMINATION AND

GOVERNANCE

COMMITTEE

“During FY23, the Committee’s objective was to

maintain continuity of business knowledge on the

Board while overseeing the ongoing refreshment cycle

of the Board membership.”

Dear Shareholder,

As Chair of the Nomination and Governance

Committee (the ‘Committee’), it is my

pleasure to present my first Committee

report as Committee Chair for the year

ended 29 September 2023. This report sets

out the Committee’s main areas of focus

over the past financial year.

The Committee’s objective was to maintain

continuity of business knowledge on

the Board while overseeing the ongoing

refreshment cycle of the Board membership.

Activities of the Committee

During the year, in addition to two scheduled

meetings, the Committee also held four

unscheduled meetings.

Role of the Committee

The Committee’s responsibilities are outlined

in its Terms of Reference, which can be found

at www.greencore.com. The Committee

reviews and refers any proposed amendments

to its Terms of Reference to the Board for

approval annually. The Terms of Reference

were last updated in September 2023.

Membership of the Committee

The Committee currently consists of five

Non-Executive Directors: Sly Bailey, Linda

Hickey, Alastair Murray, Helen Rose and

myself, all of whom are considered to

be independent. Further details on the

Membership of the Committee

Committee members Date appointed

Attendance at

scheduled Committee

meetings during FY23

Leslie Van de Walle

1 February 2023 1/1

John Amaechi

1 February 2021 1/1

Sly Bailey

28 January 2014 2/2

Paul Drechsler

1 February 2021 0/0

Linda Hickey 1 February 2023 1/1

Gary Kennedy

26 July 2012 0/0

Alastair Murray 1 February 2023 1/1

Helen Rose 1 February 2023 1/1

1. Leslie Van de Walle was appointed Committee Chair on 1 February 2023.

2. John Amaechi stepped down from the Committee on 1 February 2023.

3. Sly Bailey stepped down as Committee Chair on 1 February 2023 and remains a member of the Committee.

4. Paul Drechsler retired from the Committee on 26 January 2023, following the conclusion of the 2023 Annual

General Meeting.

5. Gary Kennedy retired from the Committee on 26 January 2023, following the conclusion of the 2023 Annual

General Meeting.

Committee members’ skills, qualifications,

experience and expertise are set out on pages

62 and 63. No Director attends discussions

relating to their own appointment. In addition

to members of the Committee, the Chief

Executive Officer (‘CEO’) attends meetings

of the Committee when it is considered

appropriate for him to do so.

Committee effectiveness

The FY23 review of the operation,

performance and effectiveness of the

Committee was conducted through one-to-

one discussions held by me, as Committee

Chair, and each of the members, and a

performance evaluation discussion was

included on the agenda for the Committee

at its September 2023 meeting. The review

confirmed that the Committee continues

to operate effectively and efficiently and

has the skills and expertise required in order

to perform its role appropriately. In FY24,

particular focus for the Committee will be on

succession planning and talent management

and to continue to drive for diverse

candidates both at Board and executive level.

79Strategic Report | Directors’ Report | Financial Statements | Other Information

Board composition

The Committee, together with the Board

keeps the composition of the Board under

review, and, in FY23, considered Board size,

renewal, and succession planning to ensure

that it remains strongly positioned to support

and lead the Group into the future.

Length of service

Number of

Non-Executive

Directors

Less than 1 year 3

Between 1 year and 5 years 3

Between 5 years and 10 years 1

Over 10 years 1

1. Hetal Shah, Leslie Van de Walle and Alastair Murray.

2. John Amaechi, Linda Hickey and Anne O’Leary.

3. Helen Rose.

4. Sly Bailey.

The Committee is responsible for ensuring

that the Company has a formal, rigorous

and transparent process in place for Board

appointments. Prior to making any new

appointments to the Board, the Committee

considers the skills and attributes required

and agrees a profile. This is preceded by

an evaluation of the skills, knowledge,

experience and diversity on the Board as well

as the anticipated time commitment for the

role. The Committee also provides input into

a shortlist of candidates and is involved in the

interview process for all appointments. The

Committee recommends the appointments

to the Board for approval.

Chief Financial Officer appointment

During FY23, the Committee, led by the

Chair, oversaw a thorough and inclusive

selection process which resulted in the

appointment by the Board of the incoming

Chief Financial Officer (‘CFO’), Catherine

Gubbins, with effect from early 2024, to

replace Emma Hynes who stepped down

from the Board in May 2023. Catherine is an

experienced CFO with a strong track record

of successfully leading finance, legal and

procurement functions. An extensive search

was followed by a multi-stage interview

process which gave the Non-Executive

Directors the opportunity to meet the

shortlisted candidates. The Executive Search

Firm, Russell Reynolds were engaged by the

Committee and Russell Reynolds has no

connection with individual directors or the

Company other than its work as advisor to

the Company.

Non-Executive Director changes

The Committee oversaw a number of

changes to the Non-Executive Directors

during FY23. Helen Weir and Paul Drechsler

stepped down in December 2022 and

January 2023, respectively. I was appointed

by the Board as Non-Executive Director

and Chair Designate in December 2022,

and assumed the role of Board Chair

earlier than expected in early January

2023, due to the sudden illness of Gary

Kennedy. At the conclusion of the Annual

General Meeting (‘AGM’) in January 2023,

Gary officially retired as Board Chair. Gary

sadly passed away in February 2023. On

behalf of the Board, I would like to express

my condolences to Gary’s family and on

a personal note, I would like to express

my gratitude to Gary for his support and

generosity of time during my induction. He is

sadly missed.

Russell Reynolds was engaged in FY23

to assist in the identification of suitable

candidates for appointment of Non-

Executive Directors to the Board. The

Committee defined a set of specific criteria

for the two new Non-Executive Directors

which were set out in a role specification

to determine the key skills, experience,

knowledge, characteristics and requirements

for the role, having regard to the challenges

and demands of the future operating

environment, growth opportunities and

Board diversity.

In February 2023, Alastair Murray joined

the Board and became Chair of the Audit

and Risk Committee. Alastair is also chair

of the audit and risk committee at McBride

plc since August 2021. In April 2023,

Harshitkumar (Hetal) Shah joined the Board

and became a member of the Audit and Risk

Committee. Both Alastair and Hetal have

strong financial expertise and a background

in the food industry and their addition

strengthens the Board’s knowledge base.

Letters of appointment of each of the

Non-Executive Directors detail the terms of

appointment and Directors’ responsibilities,

and also stipulate the time commitment

required from Directors. Copies of Directors’

letters of appointment are available to

shareholders for inspection at the AGM and at

the Company’s registered office during normal

office hours.

Re-election

The Company’s Articles of Association

provide that at every AGM, each Director

shall retire and seek re-election. Under its

Terms of Reference, the Committee makes

recommendations to the Board concerning

the annual re-election of Directors. New

Directors may be appointed by the Board but

are subject to election at the first AGM after

their appointment. Both Alastair Murray and

Hetal Shah will seek first election at the 2024

AGM.

As the Group refreshes its priorities, it remains

important to me as Chair to review the

Board size and structure. In November John

Amaechi and Sly Bailey advised the Board

that they will not be seeking re-election

at the 2024 AGM. I would like to take this

opportunity to sincerely thank Sly for her

dedication to the Board. During her tenure,

Sly has sat on various Board Committees,

assumed the role as Senior Independent

Director and became the Group’s first

Workforce Engagement Director. Her

business leadership expertise has been

especially invaluable during the past two years

of transition on the Board and she played an

instrumental part in the Board Chair and CEO

succession plans. We would also like to thank

John for his contribution, bringing a wealth of

inclusive leadership experience and insights

to the Board and Committees on which he

served.

Committee composition

In early FY23, the Committee reviewed

the size, structure and composition of

the Board Committees and Board roles.

Considerations included reviewing Director

tenure on the Board and the tenure of the

Senior Independent Director and Workforce

Engagement Director (with consideration

that both roles are currently held by Sly

Bailey, the review was undertaken in her

absence), as well as Board Committees.

The Committee made recommendations

to the Board in respect of refreshing Board

Committee composition, taking into account

the requirements of the Committees’ Terms

of Reference, as well as the provisions of the

2018 UK Corporate Governance Code (the

‘Code’).

A new Sustainability Committee was also

formed and will oversee the implementation

of the Group’s Sustainability Strategy having

regard to key stakeholders.

Succession planning

Succession planning for all Directors,

including the Executive Directors, is an

ongoing cycle of work. As part of our

succession planning, the Committee

considers the current skills, experience and

tenure of the Directors and assesses future

needs against the longer-term strategy of the

Group.

We also considered the Group’s inclusion

and diversity planning as part of our

succession planning in order to support

developing a diverse pipeline.

80 Greencore Group plc Annual Report and Financial Statements 2023

Report of the Nomination and Governance Committee continued

General experience

IT/Technology

Corporate Development/M&A

Capital Markets

Financial Expertise

Sustainability/ESG

Relevant Industry (Food/Retail)

Enterprise Leadership

Other Board Experience

PLC Board Experience

Directors’ induction and training

A comprehensive, tailored induction

programme is developed for newly-

appointed Non-Executive Directors, which

includes dedicated time with the Group

Executive Team and senior management and

scheduled trips to business operations. The

programme is tailored based on experience

and background of the individual and the

requirements of the role. As part of their

induction programme, they are provided

with detailed information in relation to the

Group’s history and structure. They also

receive data and analysis on the Group’s

people, sustainability, commercial, strategic,

operational, financial, governance, risk

management and capital markets agenda.

In order to gain a deeper understanding

of the business, all Directors visit Group

operating sites as part of their induction and

are encouraged to make at least one visit

to other sites every year. Site visits are an

important part of the induction process, as

well as for continuing education in helping

Directors understand the Group’s activities

through the direct experience of seeing our

operations and by having discussions with a

diverse group of our people.

Directors receive ongoing training

and development, and the Board and

Committees receive regular updates and

briefings on relevant legal, environmental,

social, governance, regulatory and financial

developments, including from the external

auditor and external advisors.

Corporate governance developments

Throughout FY23, we have continued to

keep up to date with corporate governance

requirements and in ensuring that Board

and Committee agendas were reflective of

current issues, and information provided

to members was current and timely.

Understanding and taking into account

the significance and importance of each

component of environmental, social and

governance (‘ESG’) related issues to the

business of the Company, the Board formed

a new Sustainability Committee. The new

Sustainability Committee is chaired by Helen

Rose who, having previously assumed the

role of Sustainability Engagement Director,

is close to the Group’s Sustainability Strategy

and the challenges faced. The Committee’s

role is to oversee and provide direction in

this area.

The Code continues to apply to the Group.

The Committee has developed a number

of policies and processes in order to

enhance corporate governance standards,

each of which were approved by the

Board, following recommendations from

the Committee. During FY23, each of the

policies were reviewed by the Committee,

updated where appropriate, and approved by

the Board.

81Strategic Report | Directors’ Report | Financial Statements | Other Information

Inclusion and diversity

During the year, the Board was updated

in relation to the initiatives to improve the

Group’s Inclusion and Diversity Strategy.

The Committee will continue to monitor

closely the Group’s wider diversity initiatives

and progress against plans over the course

of FY24. In the year under review, the

Committee reviewed and updated the

Board Diversity Policy to reflect the new

disclosure requirements. The Board’s gender

and ethnicity diversity disclosures, including

those relevant under the new Listing Rule

9.8.6R(10), are set out above. The Board

Diversity Policy is available under the

Governance section of our website,

www.greencore.com.

We strongly believe that diversity

throughout the Group and at Board level

is a driver of business success and overall

Group strategy. We recruit and appoint

talented Board members, who have the

appropriate mix of skills, capabilities and

market knowledge to ensure the Board

is effective. Throughout the year, and in

line with our Board Diversity Policy, the

Committee ensured appointments to our

Board and its Committees contributed to

the Group-wide inclusion and diversity

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 5 56% 2 7 100%

Women 4 44% 1 – –

Other – – – – –

Not specified/prefer not to say – – – – –

Number of

Board members

Percentage of

the Board

Number of

senior positions

on the Board

(CEO, CFO, SID

and Chair)

Number in

executive

management

Percentage

of executive

management

White British or other White (including minority-white groups) 7 78% 3 7 100%

Mixed/Multiple ethnic groups 1 11% – – –

Asian/Asian British 1 11% – – –

Black/African/Caribbean/Black British – – – – –

Other ethnic group, including Arab – – – – –

Not specified/prefer not to say – – – – –

ambitions. With 44% female representation

currently on the Board, we have exceeded

the recommendations of the Hampton-

Alexander Review and are also in

compliance with the recommendations of

the Parker Review and the new Listing Rule

requirements.

Furthermore, with the appointment of

Catherine Gubbins to the Board as CFO and

Executive Director, with effect from early

2024, the Board will continue its progress

in moving towards a more gender balanced

and diverse and inclusive Board.

The Committee is proud of its progress in

this area and is committed to maintaining

balanced representation on the Board.

This is of fundamental importance as we

embed our recently developed Inclusion and

Diversity Strategy across the Group.

Overall the Committee and the Board has

undertaken a significant amount of work

in the nomination and governance space

during FY23 – reforming the governance

structure through the establishment of a

new Sustainability Committee, refreshing

our Board membership and renewal of our

Committee membership. Looking to FY24,

the Committee will remain focused on

driving our inclusion and diversity agenda,

as well as managing senior talent succession.

I would like to express my gratitude to my

colleagues on the Committee for their

ongoing commitment to both the Board and

the Committee.

Leslie Van de Walle

On behalf of the Nomination and

Governance Committee

27 November 2023

Diversity representation as at

29 September 2023

The following tables set out the information

required to be disclosed under Listing Rule

9.8.6R(10) as set out in Annex 2 to UK LR 9,

as at 29 September 2023. For the purposes

of these tables, Executive management is

as defined in the Listing Rules, being the

executive committee or the most senior

executive or managerial management

body below the Board (or where there is no

such formal committee or body, the most

senior level of managers reporting to the

chief executive), including the company

secretary but excluding administrative and

support staff. For Greencore, this is the

Group Executive Team including the Group

General Counsel and Company Secretary.

Collection of data was done on the basis of

self-reporting from each Board member.

As at 29 September 2023, 44% of the Board

members were female. The Company

has also met the requirement to have at

least one Board member from an ethnic

minority background. The Group gender

diversity breakdown, which is also set out on

page 31, shows the gender mix across the

organisation.

82 Greencore Group plc Annual Report and Financial Statements 2023

Report of the Audit and Risk Committee

REPORT OF THE

AUDIT AND RISK

COMMITTEE

“The Committee continued to focus on the

issues relevant to the Group’s financial

reporting, considering how business

performance is reflected in financial

reporting, assessing key accounting

judgements and ensuring ongoing quality

of the related disclosures.”

Dear Shareholder,

On behalf of the Audit and Risk Committee

(the ‘Committee’) and the Board, in my first

year as Chair, I am pleased to present the

Report of the Committee for the year ended

29 September 2023 (‘FY23’). This report

describes how the Committee has carried

out its responsibilities during the year.

The Committee continued to focus on

the issues relevant to the Group’s financial

reporting, considering how business

performance is reflected in financial

reporting, assessing key accounting

judgements and ensuring the ongoing

quality of the related disclosures. The

Committee receives updates on the system

of internal control and risk management at

every meeting.

Role of the Committee

The Committee’s role, authority, duties and

scope are set out in its Terms of Reference

which are available on the Governance

section of our website, www.greencore.com.

The Committee reviews the Terms of

Reference annually and any amendments

are presented to the Board for approval. The

Terms of Reference were last reviewed in

September 2023.

The Committee is currently comprised of five

Non-Executive Directors, all of whom are

considered by the Board to be independent.

At the end of 2022, Helen Weir stepped

down from the Board and as Chair of the

Committee and I would like to thank Helen

for her commitment and contribution to the

Membership of the Committee

Committee members Date appointed

Attendance at

scheduled Committee

meetings during FY23

Alastair Murray

1 February 2023 2/2

Linda Hickey 1 February 2021 4/4

Anne O’Leary 1 February 2021 4/4

Helen Rose 11 April 2018 4/4

Harshitkumar (Hetal) Shah 1 April 2023 2/2

Leslie Van de Walle

1 January 2023 1/1

Helen Weir

1 February 2020 1/1

1. Alastair Murray was appointed as Committee Chair on 1 February 2023.

2. Leslie Van de Walle was appointed as Interim Committee Chair between 1 January 2023 to 31 January 2023

and resigned from the Committee on 31 January 2023.

3. Helen Weir stepped down as Committee Chair and resigned from the Committee on 31 December 2022.

Committee. In February 2023, I joined the

Board and assumed the role of Chair of the

Committee and, in April 2023, we welcomed

Harshitkumar (Hetal) Shah to the Board

and as a member of the Committee. Hetal,

Helen Rose and I have recent and relevant

financial experience. Having been involved in

risk management in TSB Banking Group plc,

Helen Rose also has specific risk expertise.

As a whole, the Committee has competence

relevant to the Company’s sector.

Further details on the Committee members’

experience and qualifications can be found

in our biographical details as set out on

pages 62 and 63.

In accordance with the Committee’s Terms

of Reference, the Group General Counsel

and Company Secretary or their nominee

acts as Secretary to the Committee.

Committee meetings

During FY23, the Committee held four

scheduled meetings which were attended

by all Committee members. The meetings

of the Committee are generally scheduled

to take place in advance of Board meetings.

This allows the Committee Chair to provide

the Board with a detailed update on the key

items discussed at the Committee meetings.

During FY23, regular attendees at

Committee meetings included the Chief

Executive Officer (‘CEO’) as well as the Chief

Financial Officer (‘CFO’), the Interim CFO,

the Group Financial Controller and Director

Internal Audit and Risk. Representatives of

the external auditor, Deloitte Ireland LLP

(‘Deloitte’), also attended each scheduled

meeting. In addition, other individuals from

the Group attended Committee meetings

83Strategic Report | Directors’ Report | Financial Statements | Other Information

and provided the Committee with updates

on certain key areas of the business, as

requested, including the Chief Commercial

Officer, Chief People Officer, Chief Operating

Officer, Head of Legal and Compliance, the

Health, Safety and Environment Director and

the Group Technology Director.

In my capacity as Chair of the Committee,

I am available to all Board members to

discuss any audit or risk related issues they

may have, either on a collective or individual

basis. During FY23, I met with the external

auditor and the Director Internal Audit and

Risk, without management, on a regular

basis. The Director Internal Audit and Risk,

whose appointment or removal is subject

to Committee approval, has direct access to

both myself and the Committee.

How the Committee has discharged

itsresponsibilities during FY23

Key areas of focus

The Committee has an extensive agenda

which focuses on monitoring the

effectiveness of risk management within

the Group as well as ensuring the integrity

of the Group’s financial reporting, that any

judgements made are appropriate, that the

external auditor is effective in its role and

that the Group has an effective internal

controls framework. During FY23, the work

of the Committee principally fell under the

following key areas:

Risk management and

internal controls

The Committee supports the Board in its duties to review and monitor, on an ongoing basis, the effectiveness of

the Group’s system of internal controls and risk management.

In order to fulfil these duties, during the year under review, the Committee:

• received progress updates on the FY23 Internal Audit Plan which covered, amongst other areas, capital projects,

sustainability and cyber security as well as health and safety;

• reviewed and approved the FY24 Internal Audit Plan which sets out the planned activities for the year ahead, as

well as Internal Audit staffing and resources. The FY24 plan is informed by principal and functional risk registers;

• agreed the refreshed risk management policy and framework and reviewed the Group Statement of Risk

Appetite;

• received presentations on principal and emerging risks and discussed, with senior management, the material

internal controls and assurance processes which exist to mitigate and manage these risks in accordance with

the Board’s risk appetite;

• received regular reports from the Risk Oversight Committee (‘ROC’), which is comprised of the Group Executive

Team. The ROC was established to support the Committee with ongoing monitoring of the risk management

process;

• formally met with the Director Internal Audit and Risk who provided reports on the key audit findings, themes

and key issues noted throughout the reviews and progress on closure of actions including any overdue actions

resulting from business process and control reviews; and

• reviewed the Group’s Treasury Policy.

In light of the above, the Committee continues to be satisfied that the Group’s internal controls environment

remains appropriate and effective and has reported this opinion to the Board.

Financial reporting

The Committee reviewed the form and content of the Annual Report and Financial Statements, as well as the half year

and full year results statements including the key estimates and judgements made by management in the preparation

of the Financial Statements.

During FY23, the Committee:

• considered the FY22 Full Year Financial Statements and the FY23 Interim Results Statement. The Committee

reviewed and challenged management on the appropriateness of estimates and judgements made in the

preparation of the Financial Statements;

• reviewed the judgements made with respect to which items should be disclosed separately as exceptional items in

the Financial Statements to confirm that these were in line with policy;

• considered the Group’s tax compliance and tax strategy;

• reviewed papers on the Group’s significant accounting judgements and estimates; and

• reviewed the Group’s accounting policies and management’s assessment of the impact of IFRS amendments

effective during FY23 on the Financial Statements and the potential impact of upcoming amendments to IFRS on

the Group.

84 Greencore Group plc Annual Report and Financial Statements 2023

Report of the Audit and Risk Committee continued

External audit

The Committee reviewed the quality of the external audit and provided oversight in relation to the external auditor’s

relationship with the Group including agreeing the external auditor’s terms of engagement and monitoring the

independence and objectivity of the external auditor, Deloitte.

In November 2022, the Committee also discussed the FY22 external auditor’s report to the Committee with

Deloitte, considering their findings, conclusions and the recommendations arising from their work. It also reviewed

and agreed the Letter of Representation.

Progress on the implementation of the recommendations from the external auditor and updates to internal

controls formed part of the management reports to the Committee during FY23.

The Committee met with Deloitte in January, May and September 2023 to consider and challenge the scope of the

annual FY23 external audit plan, which was set taking into consideration the nature of risks to, and the strategy of,

the Group.

Directors’ compliance

statement

The Committee reviewed the appropriateness of the Directors’ Compliance Policy Statement and also considered

reports from senior management in respect of the compliance structures and arrangements in place for the year

under review to ensure the Company’s material compliance with its relevant obligations. Following the review,

as well as a review of the report from the Internal Audit function in respect of the compliance structures and

arrangements, the Committee confirmed to the Board that, in its opinion, the Company is in material compliance

with its relevant obligations.

Going concern and

viability statement

The Committee’s role as delegated by the Board, is to carry out an assessment of the adoption of the going

concern basis of accounting and report to the Board accordingly. The Committee challenged and scrutinised

management’s detailed assessment of the Group’s going concern model, including examining and challenging the

underlying assumptions and analysis presented in support of the going concern statement. Financial models based

on a number of scenarios which included inflation and supply side disruption were considered by the Committee

along with an assessment of the borrowing facilities available. Further information is set out below and on pages 58

and 128.

For the purpose of the viability statement, the Committee’s role, as delegated by the Board, is to review the

underlying processes and key assumptions underpinning the viability statement and report to the Board

accordingly. The Committee reviewed management’s work in assessing the Group’s current position and potential

risks facing the Group, including the results of the financial modelling of the principal risks identified as having the

greatest potential impact on the Group’s viability and the Group’s ability to meet its liabilities in the medium-term,

as well as the appropriateness of the Group’s choice of a three year assessment period. Following this review, the

Committee was satisfied that management had conducted a robust assessment of the Group’s emerging and

principal risks and recommended to the Board that it approve the viability statement, as set out on page 58.

Monitoring the integrity of the FY23 Financial Statements including significant judgements and formal announcements

relating to the Group’s financial performance:

• we reviewed the appropriateness of Group accounting principles, practices and policies and monitored changes to, and compliance with,

accounting standards;

• we reviewed the half year and full year results statements for FY23. Before recommending their release to the Board, we compared the

results to management accounts and budgets, focusing on key areas of judgement, and also discussed the statements with the external

auditor; and

• we reviewed, prior to making recommendations to the Board, the Annual Report and Financial Statements for the year ended

29 September 2023.

85Strategic Report | Directors’ Report | Financial Statements | Other Information

In undertaking our review, we discussed with management and the external auditor the significant judgements and estimates that had been

applied. These were:

Goodwill

The Group had goodwill of £447.3m at 29 September 2023 as set out in Note 12 to the Group Financial Statements.

Management’s judgement is required in testing the carrying value of goodwill for impairment when comparing

the value in use of the cash generating unit (‘CGU’) to the carrying value. The value in use was calculated using

cashflow projections based on the Group’s approved budget and strategic plans which were then projected out to

perpetuity. The Committee considered the methodology applied and the key assumptions used in the assessment,

which included future profitability, terminal growth and discount rates. The Committee was satisfied that there was

sufficient headroom and that no impairment was required.

Accounting for

exceptional items

The Group accounting policy sets out the items that the Group believes it is appropriate to disclose separately as

exceptional items. Management’s judgement on whether an item should be classified as exceptional is presented

to the Committee as part of the papers provided to the Committee on significant judgements and estimates. The

Committee challenges management on presentation of items as exceptional. The Committee was satisfied that the

costs and income that were identified as exceptional are appropriate in the FY23 Financial Statements.

Taxation

Provisions for current and deferred taxation require judgement, including where the treatment of certain items

may be the subject of debate with tax authorities. The Committee received updates relating to both the interim

and FY23 accounting judgements and estimates around the Group’s tax profile and provisions. The Committee

considered the appropriateness of the provisions and the supporting information provided by management. The

Committee was satisfied that the accounting and disclosures relating to provisions for taxation are appropriate in

the FY23 Financial Statements.

Provisions

The Group has provisions for lease obligations, remediation and closure and other provisions for potential litigation

and warranty claims. The primary reason for the movement in provisions during FY23 related to the use of the

provision relating to the Better Greencore change programme and an increase in provision for remediation.

Following discussions with management, the Committee was satisfied with the completeness and classification of

the provisions for FY23.

Greencore Group

plc investment in

subsidiaries

(Company only)

The Company has an investment in subsidiary undertakings of £765.1m. Management performed a review of the

recoverability of the Company’s investment in subsidiaries by performing a bottom-up review of the investments

throughout the Group to determine if an impairment was required. On the basis of this analysis, the Committee

was satisfied that an impairment of the Company’s investment in subsidiaries of £1.5m was required.

Retirement benefit

obligations

The Group had net retirement benefit obligations of £20.1m at 29 September 2023 as set out in Note 24 to

the Group Financial Statements. The estimation of, and accounting for, retirement benefit obligations involve

assessments made in conjunction independent actuaries. In FY23, there was a significant change in the Group’s

retirement benefit obligations as a result of the completion of the annuity buy in transaction for the Irish Defined

Benefit Pension Scheme, along with other changes in assumptions for both the Irish and UK Defined Benefit

Schemes. Management prepared an accounting paper on the underlying assumptions, along with the accounting

for the annuity buy in transaction and discussed them with the Committee. The Committee was satisfied that the

estimates made are appropriate at 29 September 2023.

In the previous year, going concern had

been identified as a significant judgement

by management. In FY23, management has

determined that going concern is no longer

considered to be a significant judgement

with discussions held with the Committee to

determine if this was appropriate. This Group

has continued to improve performance

during FY23, the external environment has

stabilised, and the Group has continued to

meet its covenant requirements with the key

leverage covenant at 1.2x at 29 September

2023. Based on the discussions with

management, the Committee is satisfied that

going concern is appropriate to no longer be

a significant judgement for FY23.

Fair, balanced and understandable

assessment

Each year, in line with Provision 25 of the

2018 UK Corporate Governance Code

(the ‘Code’) and the Committee’s Terms

of Reference, the Committee is asked by

the Board to consider whether or not,

in its opinion, the Annual Report and

Financial Statements are fair, balanced and

understandable (‘FBU’) and whether or not

it provides the information necessary for

shareholders to assess the Group’s position

and performance, business model and

strategy.

There is an established process in place

to support the Committee in making this

assessment. The main elements of this

process are:

• an internal FBU Group comprising senior

management from Finance, Legal and Tax

considered the draft FY23 Annual Report

and Financial Statements focusing on a

number of ‘key areas of focus’ as outlined

below;

• in advance of its November 2023

meeting, the Committee received a near-

final draft of the FY23 Annual Report and

Financial Statements, together with the

list of areas to focus on;

• at the November meeting, the FBU

Group reported its observations and

conclusions, including supporting

evidence, to the Committee; and

• the Committee considered the processes

and controls involved in preparing

the FY23 Annual Report and Financial

Statements and discussed the findings

of the FBU Group, as well as the

observations of individual Committee

members, and the external auditor.

Following its review this year, the Committee

concluded that it was appropriate to confirm

to the Board that the FY23 Annual Report

and Financial Statements were fair, balanced

and understandable and provided the

information necessary for shareholders to

assess the Group’s position, performance,

business model and strategy. The FBU

statement appears on page 113 of the

Directors’ Report.

86 Greencore Group plc Annual Report and Financial Statements 2023

Report of the Audit and Risk Committee continued

The ‘key areas of focus’ included ensuring

that the:

• overall message of the narrative

reporting is consistent with the Financial

Statements;

• overall message of the narrative

reporting is appropriate, in the context

of the industry and the wider economic

environment;

• FY23 Annual Report and Financial

Statements is consistent with messages

already communicated to investors,

analysts and other stakeholders;

• FY23 Annual Report and Financial

Statements, taken as a whole, are

internally consistent and understandable;

• Chair’s statement and CEO’s review

include a balanced view of the Group’s

performance and prospects, and of the

industry and market as a whole;

• any summaries or highlights are balanced

and reflect the position of the Group

appropriately; and

• examples are of strategic importance

and do not over-emphasise immaterial

matters.

Risk management and internal controls

The Board has overall responsibility for the

Group’s system of internal controls and risk

management and determines our strategic

approach to risk. The Board’s approach to

risk management is set out in the Risks and

risk management section of this Report on

pages 49 to 57. The Committee reviews the

effectiveness of the system and ensures that

there is a process in place for identifying,

evaluating and managing the significant risks

to the achievement of the Group’s strategic

objectives.

Under Irish company law (Section 327(1) (b)

of the Companies Act 2014) and Provision

28 of the Code, the Directors are required to

give a description of the principal risks and

uncertainties which the Group faces. The

principal risks and uncertainties identified

are set out on pages 52 to 57 and form

part of the Directors’ Report. The principal

risks facing the Group include people risks,

operational risks, strategic risks, commercial

risks and financial risks.

Whilst the Board as a whole is responsible

for the Group’s system of internal controls,

the Board has delegated responsibility for

monitoring the effectiveness of the Group’s

risk management and internal controls

systems to the Committee. The Committee

has conducted a review of the effectiveness

of the Group’s risk management and internal

controls systems, including those relating

to the financial reporting process. The

Committee oversees a risk-based internal

audit programme, including periodic audits

of the risk processes across the Group. In

order to monitor the effectiveness of the

risk management system, the Committee

also includes risk deep-dives on its meeting

agenda, covering key risk areas across the

Group, and receives reports on the efficiency

and effectiveness of internal controls. Each

of the individual areas of the business and

functional management teams oversee

the process through which principal and

emerging risks and uncertainties relating to

their part of the business are identified.

The Board believes that the individual

business areas and functional

management teams are best placed to

identify the principal and emerging risks

and uncertainties associated with their

respective areas of business. During FY23,

the Committee reviewed reports from

the ROC, which provide oversight of the

suitability and effectiveness of the Group’s

risk management systems, including the

risk management policy, protocols and

governance. In addition, the ROC reviews

and considers emerging risks which may

impact the Group in the future. Risks

identified and associated mitigating controls

are subject to review by the Board and the

Committee on a regular basis.

The process for identifying, evaluating and

managing risk has been in place throughout

the financial year. This system of internal

controls is designed to manage and

mitigate, rather than eliminate, the risk of

failure to achieve business objectives. The

internal controls systems can only provide

reasonable assurance, rather than absolute

assurance, against material misstatement or

loss. Our internal controls and risk oversight

are monitored and continually improved to

ensure their compliance with the Financial

Reporting Council Guidance on Risk

Management, Internal Controls and Related

Financial and Business Reporting.

In analysing and reviewing risks, the

Committee and the Board consider the:

• nature and extent of the risks, including

principal risks facing the Group, as well as

emerging risks;

• extent and categories of risks it regards

as desirable or acceptable for the Group

to bear;

• likelihood of the risk concerned

materialising and the impact of associated

risks materialising as a consequence;

• Group’s ability to reduce the incidence

and impact on its business of risks that do

materialise;

• operation of the relevant controls and

controls processes;

• costs of operating particular controls

relative to the benefits in managing

related risks; and

• Group’s risk culture.

The key elements of the Group’s system of

internal controls are as follows:

• clearly defined organisation structures

and lines of authority, including delegated

authorities;

• corporate policies for financial reporting,

treasury and financial risk management,

information technology and cyber

security, project appraisal, capital

expenditure, health and safety, food

safety and corporate governance;

• annual budgets and strategic business

plans for the Group, identifying key risks

and opportunities;

• monitoring of performance against

budgets and forecasts and reporting

thereon to the Directors on a regular

basis;

• the Internal Audit function which

independently reviews key business

processes and controls and their

effectiveness; and

• the Audit and Risk Committee, which

approves audit plans, monitors

performance against plans and deals with

significant control issues raised by Internal

Audit or the external auditor.

The preparation of financial reports is

managed by the Group Finance team.

The Group financial reporting process is

controlled using the Group accounting

policies and reporting systems. The Group

Finance team provides guidance on the

preparation of financial information. The

Group seeks to continually test and improve

its internal controls environment.

Details of the Group’s hedging and financial

risk management policies are set out in Note

21 and 22 to the Group Financial Statements,

respectively. Details of the Group’s financial

Key Performance Indicators (‘KPIs’) are set

out on pages 40 and 41. These disclosures

form part of the Directors’ Report.

During the year under review, Finance

Internal Controls co-ordinated the Finance

Internal Controls Questionnaire, a self-

assessment by senior management on the

effectiveness of key controls. The purpose

of this questionnaire is for management to

identify any controls weaknesses, which are

subsequently addressed. This year’s self-

assessment focused particularly on internal

controls over financial reporting.

Finally, the Directors, through the use of

appropriate procedures, systems and the

employment of competent personnel, have

ensured that measures are in place to secure

compliance with the Company’s obligation

to keep adequate accounting records,

which are kept at the registered office of the

Company.

87Strategic Report | Directors’ Report | Financial Statements | Other Information

Whistleblowing arrangements

At Committee meetings held during the

year, the Committee reviewed the Group’s

arrangements for colleagues and/or third

parties to raise concerns, in confidence,

relating to ethical, auditing or other risk

issues and/or improprieties or areas of

concern. The Committee received reports

on all concerns which had been raised

either via the Group’s externally facilitated

and independent whistleblowing hotline,

or via alternative means (for example, by

email direct to the Company). The Group’s

externally facilitated whistleblowing hotline

is operated by an independent external

provider, is multilingual and is accessible

to all colleagues and third parties either by

phone (toll free 24 hours per day, seven days

a week), or via a web portal. In reviewing

the reports, the Committee also analysed

the issues raised by location, category of

concern raised and investigation process,

along with the outcome of the investigations

into the issues.

The arrangements in place across the

Group are underpinned by the Group’s

Whistleblowing and Speak Up Policy, as

well as the Group’s Code of Ethics and

Business Conduct. There are whistleblowing

posters on notice boards at all Greencore

sites and whistleblowing arrangements are

explained to all new colleagues as part of

their induction. The Group is at all times

committed to ensuring that any concerns

raised, however received, are appropriately

investigated.

External audit

The Committee, on behalf of the Board,

is responsible for the relationship with the

external auditor and for monitoring the

effectiveness and quality of the external

audit process. The assessment of the

external audit forms an integral part of the

Committee’s activities. The Committee

evaluates the effectiveness of the external

audit through an assessment of external and

internal factors, taking into consideration

the Group’s business model and strategy,

business risks, and its perception of the

reasonable expectations of the Group’s

stakeholders. Following a formal audit

tender process, which was conducted in

FY17, Deloitte was appointed as the Group’s

external auditor and FY19 marked the first

year of the Deloitte external audit. The lead

partner for the audit of the Group’s Financial

Statements in respect of FY23 is Kevin

Sheehan who has held this role since FY21.

In November 2023, in advance of the

finalisation of the Group’s FY23 Annual

Report and Financial Statements, the

Committee received a report from Deloitte

on its key audit findings, including the

key risk areas and significant judgements.

In addition, the Committee considered

the Letter of Representation and the

management letter.

Effectiveness

During FY23, the Committee reviewed

and assessed the quality and effectiveness

of the FY22 external audit process based

on evidence obtained throughout the

financial year by reference to the scope

of the audit work undertaken, monitoring

performance against the agreed audit plan,

presentations to the Committee, feedback

from management involved in the audit

process, and separate review meetings held

without management. The Committee also

considered the experience and knowledge

of the external audit team and the results of

post-audit reviews with management and

the Committee. Overall, the Committee

remained satisfied with the effectiveness

of Deloitte based on its expertise having

considered the audit team, their approach,

lines of enquiry and robust challenge.

Following this review, the Committee

concluded that the external audit was

effective and was satisfied with the level of

services provided by Deloitte.

The Committee regularly meets with the

external auditor, absent management, to

discuss any issues the external auditor may

wish to raise directly with the Committee.

Independence

To safeguard the external auditor’s

independence and objectivity, the

Committee takes into account the

information and assurances provided by

the external auditor confirming that all of

its network firms and engagement team

members are independent of the Company.

In May 2023, the external auditor’s Letter of

Engagement was reviewed by the Committee

on behalf of the Group in advance of the

commencement of the audit. The Letter

of Engagement sets out confirmation of

Deloitte’s independence within the meaning

of the regulations and professional standards.

The Committee has two separate policies

in place in order to safeguard the external

auditor’s independence and objectivity.

One policy sets out comprehensive

procedures surrounding the provision of

non-audit services by the external auditor.

The procedures are also set out in the

Committee’s Terms of Reference. In line with

that policy, the Committee reviewed the level

of fees incurred during FY23 for the provision

of non-audit services. During FY23, Deloitte

provided limited sustainability assurance

services on green loan KPI targets which

equated to c.0.3% of the overall external

audit fee. The Committee was satisfied that

the work was best handled by the external

auditor because of its knowledge of the

Group and the services provided did not

give rise to threats to independence. No

further non-audit services were provided by

Deloitte. See Note 4 to the Group Financial

Statements.

The second policy restricts the Group

from hiring key members of the external

audit team for a specified period post their

employment with the external auditor. In

addition, any offer to a former employee

of the audit firm must be pre-approved by

the Committee where the offer is made

in respect of a senior executive position.

Both policies are circulated to management

regularly and reviewed by the Committee

on an annual basis. These policies were

reviewed and updated in FY23. No former

employees of Deloitte to whom the policies

would apply were hired by the Group during

FY23.

Based on our review of the services provided

by Deloitte, and discussion with the lead

audit partner, the Committee is satisfied

as to the external auditor’s effectiveness,

independence and objectivity, and,

accordingly, it is intended that an advisory

resolution will be put to the shareholders at

the forthcoming Annual General Meeting in

2024 in relation to the continuation in office

of Deloitte as external auditor.

Committee effectiveness

A FY23 review of the operation, performance

and effectiveness of the Committee

was conducted by way of one-to-one

conversations between the Committee

Chair and each of the members, supported

by an analysis of how the Committee was

performing against key areas of its Terms

of Reference. A performance evaluation

discussion took place at the meeting in

September 2023. The review confirmed

that the Committee continues to operate

effectively and efficiently and has the skills

and expertise required in order to perform its

role appropriately. The Committee agreed to

continue focus on risk matters and internal

controls for FY24.

I would like to extend my thanks to my

Committee colleagues for their work and

support during the year. The Committee will

continue to provide quality disclosures on its

activities.

Alastair Murray

On behalf of the Audit and Risk Committee

27 November 2023

88 Greencore Group plc Annual Report and Financial Statements 2023

Report on Directors’ Remuneration

“FY23 has been a year of significant leadership change

and, acknowledging the challenging environment

in which the Group has operated, the Committee

commends the Group Executive Team on its strong

and stabilising performance during the year.”

Dear Shareholder,

On behalf of my colleagues on

the Remuneration Committee (the

‘Committee’) and the Board, I am pleased

to present the Committee’s Report on

Directors’ Remuneration (the ‘Report’)

which comprises the Annual Report on

Remuneration for the financial year ended

29 September 2023 (‘FY23’) and, on pages

90 and 91, our Remuneration at a Glance

section, to bring added clarity and simplicity

to the Report.

At our AGM in January 2023, we submitted

our 2023 Remuneration Policy (the ‘Policy’)

to shareholders for approval in accordance

with the three-year timeframe set out in

the UK Directors’ Remuneration Reporting

Regulations. We are pleased to note that,

at the AGM, the Policy was approved and

supported by 96.55% of our shareholders

by way of an advisory vote. In the interests

of succinct reporting, the Policy is not

reproduced in this Report but can be found

on our website at www.greencore.com.

At the outset of this year’s Report, I would

like to acknowledge the significant amount

of change the organisation has seen in the

last year. In addition to a new Chief Executive

Officer (‘CEO’), Dalton Philips, we will shortly

have a new Chief Financial Officer (‘CFO’)

and it is important at this juncture to note

that, mindful of changes to the Group that

have occurred in recent years, including

for example the refocus on the UK market

and our core businesses, the Committee

has reset Executive Director remuneration

to reflect the present operations of the

Group. Consequently, the FY23 base salary

for Dalton Philips of €700,000 and the FY24

base salary of €400,000 for incoming CFO,

Catherine Gubbins, each represent an 18%

decrease on those of their predecessors.

In addition, the annual bonus and LTIP

opportunities have been revised downwards

(as set out on page 91). The Chair’s additional

fee was also rebased and decreased by 30%,

on Leslie Van de Walle’s appointment. We

believe that the Committee has taken the

appropriate action, given the factors outlined

above, and naturally reserves the ability to

reconsider Executive Director remuneration

in light of future changes to those factors

and in accordance with the Policy.

Overall performance and context

The Group has delivered strong performance

in FY23, operating through a highly

inflationary and difficult trading environment

for consumers. Dalton Philips has been

instrumental in leading the Group Executive

Team and wider management in delivering

the strong outturn. In evaluating the

outcome of its decisions, the Committee

was mindful of the impact of the inflationary

environment and cost-of-living increases on

stakeholders, in particular our colleagues.

Executive Director changes in FY23

On 17 April, it was announced that Emma

Hynes would be stepping down from her

role as Executive Director and CFO following

the release of the Group’s half-year results

in May.

Emma agreed to remain in the business

for a transition period to ensure a smooth

succession process and to provide continuity

in light of the significant amount of change

during the year and, accordingly, the

Committee deemed it appropriate to grant

Emma ‘good leaver’ status. The Group’s

post-employment shareholding policy

continues to apply.

On 5 September, the Group announced

that Catherine Gubbins had been appointed

to the role of Executive Director and CFO

and would take up her role in early 2024.

Catherine will join on an annual salary

of €400,000 and is eligible to receive a

pension contribution of 8% of salary, in line

with the pension contribution currently

available to the wider colleague base. For

FY24, Catherine will be eligible to receive a

performance-related bonus of up to 120%

of salary and a FY24 PSP award with a face

value of 150% of salary (within the Policy

maximum of 200% of salary).

Remuneration in FY23

Annual Bonus Plan (‘ABP’)

The FY23 ABP was based 50% on Adjusted

Operating Profit (‘AOP’), 25% on Free Cash

Flow (‘FCF’) and 25% on personal and

strategic objectives. Despite the challenging

operating environment of FY23, and the

backdrop of sustained high inflation levels,

the Company delivered a strong AOP

outturn, above the on-target level set at

the start of the year. FCF performance was

also strong and exceeded the maximum

performance level set at the start of the year.

The CEO’s personal and strategic objectives

focused on Dalton’s transition into the role

of CEO, creating a cohesive and aligned

Group Executive Team, building relationships

with the Group’s stakeholders and resetting

the Group’s strategy. In addition, Dalton

was assessed on the Group’s key pillars of

sustainability, and inclusion and diversity.

REPORT ON

DIRECTORS’

REMUNERATION

89Strategic Report | Directors’ Report | Financial Statements | Other Information

Taking into account his strong performance

and delivery in relation to these objectives,

the Committee assessed the overall ABP

payout for Dalton Philips to be 82% of

maximum. The CFO’s personal and strategic

objectives focused on supporting the

leadership transition, in particular providing

significant support to Dalton, strategic and

financial objectives focusing on deleveraging

the balance sheet, inflation recovery and

profitability, while also being assessed on

environmental, social and governance

(‘ESG’) data methodology and collection

and helping develop and embed the Group’s

new risk management framework. Taking

strong performance and delivery into

account, particularly in relation to transition

support, the Committee assessed the overall

ABP payout for Emma Hynes to be 79% of

maximum. Further details are set out on

pages 96 to 99.

Performance Share Plan (‘PSP’)

The FY21 PSP, while departing from the

approach of previous years, was designed

to reinforce the delivery of the strategy

and shareholder value, in what was a very

uncertain and constantly changing external

environment at the time. Notwithstanding

the Group’s resilient performance over what

was a challenging performance period,

the first tranche of the FY21 PSP (carrying

a 15% weighting) lapsed in full in FY22. The

second tranche (carrying a 25% weighting)

also did not achieve its performance target

and lapsed in full in FY23. The third and

final tranche (carrying a weighting of 60%)

is still in flight at the date of this Report,

but its performance period is substantially

completed. Based on performance to the

date of signing this Report, this third tranche

of the award is also expected to lapse in full.

Remuneration in FY24

As noted above, the Committee considers

the Policy approved by shareholders at the

2023 AGM to be appropriate in supporting

the Group’s strategy, and that it remains

aligned with shareholders’ interests and

reflects evolving best practice and regulatory

developments. In considering Executive

Director remuneration for FY24, the

Committee remained mindful of the broader

context (including external market conditions

and the Group’s operating environment)

in addition to the Group’s internal pay

policies and practices. The Committee

also considered actions being taken by

management to support our wider colleague

base through the prevailing inflationary

environment and ongoing cost-of-living

pressures, and actions taken and being taken

in relation to sustainability, and inclusion and

diversity.

Salary

Following a review of relevant market data,

we have agreed an increase in salary for the

CEO of 3.5%. This increase is effective from

1 October 2023 and will be lower than the

average increase to be awarded across the

wider workforce (which will be determined

in January 2024 and backdated to 1 October

2023).

ABP

The ABP opportunity will be 150% of salary

for the CEO and, as noted above, 120% of

salary (pro rated for FY24) for the incoming

CFO. The financial element of the ABP

(75% of the opportunity) will remain based

on a combination of Adjusted Operating

Profit (weighted 50%) and Free Cash Flow

(weighted 25%), with the remaining 25%

of the opportunity linked to personal and

strategic objectives. For FY24, this element

will continue to include objectives linked to

our Sustainability Strategy and inclusion and

diversity. Performance for each element will

be measured over the full year. The targets

and the associated outturn will be disclosed

in the FY24 Annual Report on Remuneration,

in line with prior practice.

PSP

The FY24 PSP opportunity for the CEO

is 175% of salary and for the CFO is 150%

of salary (within the Policy maximum

of 200% of salary), with vesting based

on performance over the three-year

performance period against three equally

weighted measures. The measures will

remain unchanged from those employed

for the FY23 awards: Adjusted Earnings per

Share (‘Adjusted EPS’), relative TSR (against

our tailored comparator group), and Return

on Invested Capital (‘ROIC’). The targets for

the FY24 award are disclosed on page 102.

Pension

Pension contributions, at 8% of base salary

for the Executive Directors, remain in line

with rates available to the wider workforce.

Concluding remarks

FY23 has been a year of significant

leadership change and, acknowledging the

challenging environment in which the Group

has operated, the Committee commends

the Group Executive Team on its strong and

stabilising performance during the year.

I would like to thank shareholders and proxy

advisers for their support of our new Policy

at the 2023 AGM. The Committee believes

that our approach to remuneration in

FY23 and for FY24 supports the continued

objective of driving the Group’s performance

while recognising the wider stakeholder

experience, and I hope our efforts will be

reflected in your support at the 2024 AGM.

Finally, I would like to thank my fellow

members on the Committee and the wider

Board for their valuable contribution to the

remuneration agenda during FY23.

Linda Hickey

On behalf of the Remuneration Committee

27 November 2023

Business performance highlights

• Group reported revenue increased

10.0%, with overall manufactured

volume growth of 0.5%, ahead of

market growth.

• Adjusted Operating Profit up 5.7%

to £76.3m with Adjusted Operating

Margin of 4.0%.

• Adjusted EPS of 9.3 pence, a 1.1%

increase on prior year.

• As at the end of FY23, the Group

had returned £35m of the intended

£50m return of capital as announced

in May 2022. In October 2023, the

Group announced a further £15m

share buyback programme reflecting

the strength of the balance sheet and

confidence in future prospects.

• New five-year £350m sustainability-

linked revolving credit facility agreed

post year-end providing significant

financial flexibility for future growth.

90 Greencore Group plc Annual Report and Financial Statements 2023

Report on Directors’ Remuneration continued

Remuneration at a glance

The purpose of this section is to provide an overview of the Group’s performance in FY23, as well as the remuneration received by our

Executive Directors. Full details can be found in the Annual Report on Remuneration on pages 94 to 106.

The 2023 Remuneration Policy (‘Policy’) was approved by an advisory shareholder vote at the AGM of the Company held on 26 January 2023.

The Policy took effect from the date of the AGM and will apply for a period of up to three years.

Remuneration principles

The following principles are drawn from Provision 40 of the 2018 UK Corporate Governance Code (the ‘Code’) and remain the Committee’s

framework to guide remuneration decisions:

Principle/Provision 40 pillar In action

Alignment and fairness

– alignment to culture

• Linking variable remuneration to key pillars of success for Greencore;

• Applying the same high-level remuneration principles consistently to all colleagues across the Group;

• To the extent possible, offering share plans to all eligible colleagues;

• Operating shareholding guidelines (including for a period post-employment), bonus deferral and a post-

vesting holding period for Executive Directors’ PSP awards to ensure alignment with shareholders and

long-term performance; and

• Keeping shareholder value creation and the stakeholder context in sharp focus.

Pay-for-performance

– risk

– predictability

– proportionality

• Setting targets that are appropriately stretching and vesting levels that are reflective of the shareholder

experience;

• Avoiding reward for mediocre performance; and

• Ensuring personal and strategic objectives are defined, accurately assessed and clearly communicated.

Transparency and simplicity

– clarity

– simplicity

• Communicating clearly and effectively all decisions to shareholders through shareholder engagement in

the Annual Report on Remuneration; and

• Using a simple incentive structure based on measures that are central to our strategy and business model.

FY23 remuneration outcomes

FY23 Annual Bonus Plan (‘ABP’)

The annual bonus for FY23 was based on a mix of financial elements (weighted 75% of the bonus) and personal and strategic objectives

(weighted 25% of the bonus). The maximum annual bonus opportunity in FY23 was 150% of basic salary for the Chief Executive Officer (‘CEO’)

and Chief Financial Officer (‘CFO’).

The financial performance targets and actual performance outcomes for FY23 are set out in the table below. Further details on the

achievement of personal and strategic objectives are set out on pages 97 to 99.

Performance targets

Measure

Weighting

(% of total)

Threshold

(0% payout)

Target

(50% payout)

Maximum

(100% payout)

Actual FY23

outturn/

achievement

Resulting bonus

outcome

Adjusted Operating Profit 50% £70.2m £74.1m £81.9m £76.3m 32% out of 50%

Free Cash Flow 25% £35.2m £39.3m £43.5m £56.8m 25% out of 25%

Financial element 75% 57% out of 75%

CEO Personal and strategic objectives 25% See pages 97 and 98 for details 25% out of 25%

CFO Personal and strategic objectives 25% See page 99 for details 22% out of 25%

Discretion applied by the Committee n/a

CEO Payout 82% out of 100%

(123% of salary)

CFO Payout 79% out of 100%

(119% of salary)

FY21 Performance Share Plan (‘PSP’)

As previously reported, the FY21 PSP award comprised three tranches, vesting subject to absolute TSR performance over periods of one, two

and three years from the date of grant on 8 January 2021. The Year 2 tranche lapsed in full during the year, and, while the Year 3 tranche is still

in flight at the date of this Report, the performance period has largely been completed. Based on performance to date, the Year 3 tranche is

also expected to lapse in full.

91Strategic Report | Directors’ Report | Financial Statements | Other Information

Implementation of the 2023 Remuneration Policy in FY24

Element of pay Implementation for FY24

Fixed remuneration

Base salary Dalton Philips: €724,500 (+3.5% increase).

Catherine Gubbins: €400,000, effective on appointment to the Board

in early 2024.

Pension In line with the Policy, Dalton Philips and Catherine Gubbins will each

receive a pension contribution of 8% of salary, which is in line with the

pension contribution currently available to the wider colleague base.

Benefits In line with Policy.

Variable pay

Annual Bonus Plan (‘ABP’) and Deferred Bonus Plan (‘DBP’) 150% of salary for the CEO and 120% of salary for the incoming CFO.

The performance measures for FY24 are: 50% Adjusted Operating

Profit, 25% Free Cash Flow and 25% personal and strategic objectives.

50% of any bonus earned will be deferred into shares for three years

under the DBP, consistent with the Policy.

Performance Share Plan (‘PSP’) CEO – 175% salary

CFO – 150% salary

PSP awards will continue to be based on three-year performance

against three performance measures: 1/3rd cumulative Adjusted EPS,

1/3rd ROIC and 1/3rd relative TSR vs. a bespoke group of sector peers.

PSP awards granted to Executive Directors are subject to a three-year

performance period and an additional two-year holding period. Vested

awards may not be sold during the holding period except to cover tax

liabilities.

Safeguards and risk management Malus and clawback provisions apply to the ABP and the PSP both prior

to vesting and for a period of two years post-vesting. This enables the

Company to withhold payment/vesting of any sums and/or recover

sums paid on the occurrence of specific trigger events, including but

not limited to misconduct, a material misstatement of the Company’s

audited results, a material failure of risk management, a material breach

of health and safety regulations, or serious reputational damage.

1. For further details on the joining arrangements for Catherine Gubbins, please see pages 101 to 103.

Remuneration opportunities in different performance scenarios

The charts below illustrate the potential future value and composition of the Executive Directors’ remuneration opportunities in four

performance scenarios: minimum, on-target (i.e. in line with the Company’s expectations), maximum, and maximum plus 50% share price

appreciation, a scenario where 50% share price appreciation is included in the valuation of the PSP.

The potential remuneration opportunities are based on the 2023 Remuneration Policy, applied to the Executive Directors’ base salaries as at

1 October 2023 (or on appointment, if later).

Dalton Philips, CEO (€’000) Catherine Gubbins

, CFO (€’000)

Minimum On-target Maximum Maximum+50%

€836

€1,697

€3,191

€3,825

1,000

500

1,500

2,000

2,500

3,500

3,000

4,000

100% 49%

19%

40%

50%

32%

34% 28%

26% 22%

€470

€860

€1,550

€1,850

Minimum On-target Maximum

Maximum+50%

500

1,000

1,500

2,000

2,500

3,000

17%

39%

49%

28%

31%

26%

100% 55% 30% 25%

Fixed remuneration Annual bonus Long-term incentive

The charts above exclude the effect of any Company share price appreciation except in the ‘maximum +50%’ scenario.

92 Greencore Group plc Annual Report and Financial Statements 2023

Remuneration at a glance continued

Assumptions

Performance scenario Includes

Minimum Salary, pension and benefits (‘fixed remuneration’)

No bonus payout

No vesting under the PSP

On-target Fixed remuneration

50% of maximum annual bonus payout (i.e. 75% and 60% of salary for

the CEO and CFO respectively)

25% of maximum vesting under the PSP (i.e. 43.75% and 37.50% of

salary for the CEO and CFO respectively)

Maximum Fixed remuneration

100% of maximum annual bonus payout (i.e. 150% and 120% of salary

for the CEO and CFO respectively)

100% of maximum vesting under the PSP (i.e. 175% and 150% of salary

for the CEO and CFO respectively)

Maximum+50% Fixed remuneration

100% of maximum annual bonus payout

100% of maximum vesting under the PSP, plus 50% share price

appreciation

1. Catherine Gubbins will join the Board in early 2024. Her actual pay received for FY24 will be pro-rated to reflect the period from appointment. However, full year

equivalent data has been shown in the chart above to aid comparison. Further details on her joining arrangements, including the buy-out award made to cover bonus

forfeited on leaving her previous employer (which is not included in the scenario chart above), are set out on page 103.

Executive Director service contracts and policy on payments to Executive Directors leaving the Group

Dalton Philips’ service contract extends for an indefinite term, though is terminable by either the Company or Dalton upon 12 and six months’

notice, respectively. The service contract of Catherine Gubbins (incoming CFO) also extends for an indefinite term and may be terminated by

either the Company or Catherine upon a notice period of six months in either case. The service contract between the Company and Emma

Hynes (former CFO) required 11 months and three months’ notice respectively. The service contracts make provision, at the Board’s discretion,

for early termination involving payment of salary and other emoluments in lieu of notice. Effective dates of current Executive Director service

contracts/commencement of role are as follows:

Executive Director Date of contract/commencement of current role

Dalton Philips 13 May 2022/26 September 2022

Catherine Gubbins 5 September 2023/early 2024

Full details on the Company’s policy on payment for Executive Directors leaving the Group is set out on pages 92 and 93 of the FY22 Annual

Report and Financial Statements and details of the leaving arrangements for Emma Hynes are set out on page 101 of this Report.

Non-Executive Director letters of appointment

The Non-Executive Directors have letters of appointment, the terms of which recognise that their appointments are subject to the Company’s

Articles of Association and their services are at the direction of the shareholders. All Non-Executive Directors submit themselves for election

at the AGM following their appointment and, in line with the Company’s Articles of Association and the Code, each Director retires at each

subsequent AGM and offers him or herself for re-election as appropriate.

Non-Executive Directors are not entitled to any payment in lieu of notice. The letters of appointment are available for shareholders to view at

the Company’s registered office during normal office hours.

The table below shows the appointment and expiry dates for the Non-Executive Directors:

Name Effective date of appointment Expiry of appointment

1,2

John Amaechi 1 February 2021 25 January 2024

Sly Bailey 17 May 2013 25 January 2024

Linda Hickey 1 February 2021 25 January 2024

Alastair Murray 1 February 2023 25 January 2024

Anne O’Leary 1 February 2021 25 January 2024

Helen Rose 11 April 2018 25 January 2024

Hetal Shah 1 April 2023 25 January 2024

Leslie Van de Walle 1 December 2022 25 January 2024

1. In line with the Company’s Articles of Association and the Code, each year at the AGM of the Company each Director retires, and where appropriate offers him or herself

for re-election.

2. Should the date of the AGM change, the expiry date of the appointment will change accordingly.

Report on Directors’ Remuneration continued

93Strategic Report | Directors’ Report | Financial Statements | Other Information

Consideration of wider employee views

The Committee considers pay and employment conditions elsewhere in the Group when determining pay for Executive Directors. The Chief

People Officer makes regular presentations to the Committee on the remuneration structures for both weekly paid and salaried colleagues,

the salary review process for the wider colleague base as well as benefit and pension arrangements.

In considering base salary increases for Executive Directors, the Committee is mindful of the pay arrangements of the wider workforce and

takes into account the Group-wide annual salary review process.

The Board recognises the value of listening to colleagues’ views and perspectives on a range of business matters, and has established multiple

channels to ensure effective two-way engagement with our wider colleague base. This engagement involves our Workforce Engagement

Director, who is also a member of the Committee and who has been designated responsibility for engaging with colleagues and bringing their

voice into the boardroom. During FY23, regular cross-functional colleague forums and listening groups have continued across the business.

The Workforce Engagement Director attended a cross-functional colleague forum, where open feedback from colleagues on all issues,

including remuneration was welcomed. Bi-weekly senior leadership calls also took place, allowing time for business updates and open Q&A

sessions where remuneration matters were raised. These engagements allow the opportunity for colleagues to ask questions in relation to

remuneration and are fundamental to ensure colleague sentiment is considered.

Consulting with shareholders

The Committee is dedicated to ensuring an open dialogue with shareholders on remuneration matters. The Committee engaged with

shareholders and proxy advisory firms when setting the framework for the 2023 Remuneration Policy and was pleased by the strong support

received at the 2023 AGM. Whilst no formal engagement activities took place in the current financial year by the Committee, the Committee

continues to respond to enquiries from shareholders as they arise and will consult with shareholders ahead of the next policy review or

sooner, if required.

94 Greencore Group plc Annual Report and Financial Statements 2023

Annual Report on Remuneration

The following section sets out our Annual Report on Remuneration (‘Report’), outlining decisions made by the Committee in relation to

Directors’ remuneration in respect of FY23 and how the Committee intends to apply the 2023 Remuneration Policy (‘Policy’) for FY24.

As set out on page 88, the 2023 Remuneration Policy was approved by shareholders at the Annual General Meeting (‘AGM’) of the Company

held on 26 January 2023. The Annual Report on Remuneration will be subject to an advisory shareholder vote at the AGM to be held on

25 January 2024. Where information has been audited, this has been stated. All other information in this report is unaudited.

Role of the Committee

The Committee’s collective role includes ensuring that the Group’s remuneration arrangements are aligned with the Group’s strategic

priorities. The Terms of Reference of the Committee include the determination of the remuneration packages for Executive Directors, the

Group General Counsel and Company Secretary and other members of the senior management team, as well as fees for the Board Chair. The

Board Chair and the Executive Directors determine the fees for the Non-Executive Directors.

The Terms of Reference for the Committee are reviewed annually, are updated as appropriate and are available under the Governance section

of the Group’s website, www.greencore.com.

Committee membership

The Committee is currently comprised of four Non-Executive Directors, all of whom are considered by the Board to be independent:

Committee member Date appointed

Attendance at scheduled

Committee meetings

during FY23

Linda Hickey 1 February 2021 (Appointed to the Committee and as Committee Chair on 1 February 2021) 3/3

John Amaechi 1 February 2023 2/2

Sly Bailey 1 February 2023 2/2

Paul Drechsler 14 May 2020 (Stepped down from the Committee on 26 January 2023) 1/1

Anne O’Leary 21 June 2022 3/3

Paul Drechsler stepped down from the Board and the Committee on 26 January 2023, with John Amaechi and Sly Bailey joining the

Committee on 1 February 2023. I would like to take this opportunity to thank Paul for his valuable contribution to the Committee during his

tenure.

The Committee, as a whole, have strong experience on remuneration related matters, gained both from their executive careers and/or

from their experience on remuneration and compensation committees of other companies. Further details on the Committee members’

qualifications and experience are set out on pages 62 and 63. The Group General Counsel and Company Secretary or their nominee acts as

Secretary to the Committee. During the year, the Chief Executive Officer (‘CEO’), Chief Financial Officer (‘CFO’) and the Chief People Officer

attended meetings on an ad hoc basis at the invitation of the Committee and provided information and support as requested. However,

no individual was present when their own remuneration was being discussed. During FY23, the Committee held three scheduled and two

additional unscheduled meetings.

Committee effectiveness

As noted on page 77, a Committee review was undertaken during the year by way of one-to-one conversations between the Committee

Chair and each of the members, supported by an analysis of how the Committee was performing against key areas of its Terms of Reference.

The review confirmed that the Committee continues to operate effectively and efficiently and has the skills and expertise required in order to

perform its role appropriately. The Committee continues to be mindful of the importance of setting stretching targets, which was highlighted

as a key area of focus for the Committee in FY23.

Advisors

The Committee’s appointed independent advisors during the year were Ellason LLP (‘Ellason’). Ellason attends Committee meetings on an ad

hoc basis and provides advice on remuneration for Executive Directors, benchmarking analysis, and updates on market developments and

best practice. Ellason is a member of the Remuneration Consultants Group and adheres to its code of conduct. The Committee reviews the

performance of its advisors annually and is satisfied that Ellason provided independent and objective remuneration advice to the Committee,

noting that Ellason does not have any personal connections to Greencore or any individual Director. Services were provided on a time and

materials basis. The fees paid to Ellason in respect of work carried out for the Committee in the year under review amounted to £51,154.

Ellason did not provide any other services to the Company during the year.

Key activities during the year

During FY23, the Committee held three scheduled meetings, as well as two additional ad hoc meetings. All Committee members attended all

scheduled meetings for which they were eligible to attend. Details of attendance at scheduled meetings can be found in the table above. The

key activities and matters discussed at Committee meetings during FY23 included:

• reviewing the external remuneration landscape generally and considering best practice corporate governance;

• approval of opportunities/award levels and performance targets for the FY23 Annual Bonus Plan (‘ABP’) and Performance Share Plan (‘PSP’)

awards;

Report on Directors’ Remuneration continued

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• reviewing and approving performance and outturns under the FY22 ABP and Tranche 2 of the FY21 PSP (which lapsed in full during FY23);

• reviewing and approving the FY22 Report on Directors’ Remuneration and the proposed 2023 Remuneration Policy;

• approving the remuneration arrangements for the outgoing CFO; recommending to the Board the fee arrangements for the Interim CFO

role; and approving the remuneration arrangements for the incoming CFO;

• reviewing workforce remuneration structures, pensions and the salary review process;

• reviewing the Irish and UK ShareSave Schemes’ activities;

• incorporating ESG objectives appropriately in the remuneration framework; and

• reviewing the Committee’s Terms of Reference and the Committee’s effectiveness.

Shareholder voting

The table below shows the voting outcome of the resolutions proposed at the 2023 AGM in relation to the FY22 Annual Report on

Remuneration and the 2023 Remuneration Policy.

Resolution For Against Total votes cast Votes withheld

FY22 Annual Report on Remuneration 96.43% 3.57% 308,078,767 69,970

2023 Remuneration Policy 96.55% 3.45% 308,087,335 61,402

Single figure of total remuneration for Executive Directors (audited)

The following table sets out the single figure of total remuneration for Executive Directors for FY23 and FY22.

Salary

(‘000)

Pension

(‘000)

Benefits

(‘000)

Total

fixed

(‘000)

Annual

bonus

– cash

(‘000)

Annual

bonus –

deferred

award

(‘000)

PSP

(‘000)

Total

variable

(‘000)

Total

remuneration

(‘000)

Total fixed

vs. Total

remuneration

Total variable

vs. Total

remuneration

Dalton Philips FY23 € 700 € 56 € 54 € 810 € 431 € 431 – € 862

€ 1,672 48% 52%

FY22 € 13 € 1 € 1 € 15 – – – –

€ 15 100% 0%

Emma Hynes

FY23 € 327 € 26 € 26 € 379 € 388 € 0 € 0 € 388

€ 767 49% 51%

FY22 € 476 € 38 € 38 € 552 € 165 € 165 € 0 € 330 € 882 63% 37%

1. Emma Hynes stepped down from her role as Executive Director and CFO on 31 May 2023. Her FY23 remuneration relates to the period 1 October 2022 to 31 May 2023.

2. Benefits include car allowance as well as medical insurance.

3. Dalton Philips was awarded an annual bonus of 82% of the maximum opportunity for FY23, of which 50% is to be deferred in shares for three years. Emma Hynes was

awarded an annual bonus of 79% of the maximum opportunity for FY23, all of which is to be paid in cash. Further detail is set out on page 99.

4. The performance period for the Year 3 tranche of the FY21 PSP ends on 8 January 2024. As at the date of this Report, the minimum performance hurdle for the Year 3

tranche is not expected to be achieved, therefore an estimated vesting figure of 0% has been included. Dalton Philips did not participate in the FY21 PSP grant.

96 Greencore Group plc Annual Report and Financial Statements 2023

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Single figure of total remuneration for Non-Executive Directors (audited)

The following table sets out the single figure of total remuneration for Non-Executive Directors in FY23 and FY22.

Base fee Additional fees

Total fees

John Amaechi FY23 €78,000 – €78,000

FY22 €78,000 – €78,000

Sly Bailey (Senior Independent Director) FY23 €78,000 €16,500 €94,500

FY22 €78,000 €16,500 €94,500

Paul Drechsler

FY23 €25,113 – €25,113

FY22 €78,000 – €78,000

Linda Hickey (Chair of the Remuneration Committee) FY23 €78,000 €12,000 €90,000

FY22 €78,000 €12,000 €90,000

Gary Kennedy (former Board Chair)

FY23 €26,000 €78,640 €104,640

FY22 €40,195 €253,892 €294,087

Alastair Murray (Chair of the Audit and Risk Committee)

FY23 €52,000 €11,000 €63,000

Anne O’Leary FY23 €78,000 – €78,000

FY22 €78,000 – €78,000

Helen Rose (Chair of the Sustainability Committee)

FY23 €78,000 €6,666 €84,666

FY22 €78,000 – €78,000

Harshitkumar (Hetal) Shah

FY23 €39,000 – €39,000

Leslie Van de Walle (Board Chair and Chair of the Nomination and Governance

Committee)

FY23 €65,000 €143,333 €208,333

Helen Weir (Chair of the Audit and Risk Committee)

FY23 €19,500 €4,125 €23,625

FY22 €78,000 €16,500 €94,500

1. As set out in the 2023 Remuneration Policy if a Non-Executive Director holds two additional roles, the additional fee is capped at the higher additional fee. Therefore, in

FY23 the additional fee payable to Leslie Van de Walle, Board Chair, was capped at his Board Chair fee. In FY22, Sly Bailey’s additional fee was capped at her fee for acting

as Senior Independent Director.

2. Paul Drechsler stepped down from the Board and as Non-Executive Director on 26 January 2023. Paul’s FY23 fees relate to the period 1 October 2022 to 26 January

2023.

3. Gary Kennedy stepped down from his role as Board Chair and Non-Executive Director on 26 January 2023. The FY22 figures report only the fees paid to Gary Kennedy

in his capacity as Non-Executive Chair from 25 September 2021 to 30 March 2022 and from 26 September 2022 to 30 September 2022. The remuneration he received in

relation to his temporary Executive Chair role from 31 March 2022 to 25 September 2022 is set out on page 98 of the FY22 Annual Report and Financial Statements.

4. Alastair Murray was appointed to the Board as Non-Executive Director and Chair of the Audit and Risk Committee on 1 February 2023. Alastair’s FY23 fees relate to the

period 1 February 2023 to 29 September 2023.

5. Helen Rose was appointed Chair of the Sustainability Committee on 1 February 2023. Helen’s FY23 additional fee relates to the period 1 February 2023 to 29 September

2023.

6. Hetal Shah was appointed to the Board and as Non-Executive Director on 1 April 2023. Hetal’s FY23 fees relate to the period 1 April 2023 to 29 September 2023.

7. Leslie Van de Walle was appointed to the Board as Non-Executive Director and Chair Designate on 1 December 2022, as Board Chair on 26 January 2023 and Chair of the

Nomination and Governance Committee on 1 February 2023.

8. Helen Weir stepped down from the Board as Non-Executive Director and Chair of the Audit and Risk Committee on 31 December 2022.

Notes to the single figure table (audited)

Base salary

The FY23 salaries were €700,000 for Dalton Philips (set on appointment on 26 September 2022) and €490,280 for Emma Hynes (which was

pro-rated for the period served from 1 October 2022 to 31 May 2023).

Pension

Dalton Philips and Emma Hynes received a pension contribution equivalent to 8% of salary, which remains in line with the contribution to the

wider colleague base. Emma Hynes’ pension contribution was prorated for the period served.

FY23 Annual Bonus Plan (‘ABP’)

The maximum bonus opportunity for Dalton Philips and Emma Hynes in FY23 was 150% of salary. The annual bonus is based on the

achievement of stretching short-term financial targets (75% of maximum bonus opportunity) as well as personal and strategic objectives

(25% of maximum bonus opportunity). The mix of measures reflects the Committee’s aim of providing an appropriate balance between

incentivising the achievement of key financial targets and specific personal and strategic objectives.

Performance targets and outturns are set out in the tables overleaf. Both Adjusted Operating Profit and Free Cash Flow are Group KPIs referred

to as an Alternative Performance Measure (‘APM’). APMs are non-IFRS measures and are used to monitor the performance of the Group’s

operations and of the Group as a whole. Definitions and reconciliations to IFRS measures are provided in the APMs section on pages 177 to

181.

97Strategic Report | Directors’ Report | Financial Statements | Other Information

Group financial objectives FY23 (75% weighting)

Performance targets

Measure

Threshold

(0% payout)

Target

(50% payout)

Maximum

(100% payout)

Actual outturn/

achievement

% payout of

bonus

Adjusted Operating Profit (50%) £70.2m £74.1m £81.9m £76.3m 32%

Free Cash Flow (25%) £35.2m £39.3m £43.5m £56.8m 25%

1. There is a straight-line scale between threshold and target, and between target and maximum.

The financial targets were set at the start of the financial year, taking into account budget and broker forecasts and the likely headwinds posed

by the volatile inflation environment, and the impact of cost-of-living factors and continued industrial action on consumer demand. The

targets were considered to be stretching in the context of the difficult and volatile market backdrop.

In keeping with the Committee’s usual practice, the formulaic outcome for the financial element of the FY23 ABP was reviewed in the context

of the stakeholder experience and wider performance context for the Group over the course of the year.

As a result, and to ensure that the bonus continues to drive and reward the right behaviours as well as performance, the Committee decided

not to make any adjustments to the formulaic outcome of the financial element for the FY23 ABP.

CEO FY23 personal and strategic objectives (25% weighting)

The CEO’s personal and strategic objectives for FY23 comprised three categories aligned to short-term priorities and non-financial KPIs for

the Group, and reflected this being the CEO’s first year in role. The table below describes the objectives set and the Committee’s assessment

of these:

Met?

Objective(s) set No Partly Fully Commentary

First year in role – CEO transition (10.0%)

Create a winning, cohesive and aligned Group

Executive Team who champion (and model)

Greencore values.

Significant work has been undertaken in the year to reshape the

Group Executive Team to drive the Group forward and deliver

improved performance (including delivery against budget in

FY23). Dalton has introduced strong stewardship and ensured

commitments were delivered by the team. A robust platform

is now established from which to set the ‘tone from the top’,

as well as shared objectives and key milestones linked to

succession planning.

The quality of the team restructure is evidenced by material

improvements in all questions relating to senior leaders in our

Pulse Engagement Survey for colleagues.

Lead the reset of, and develop, Group strategy.

In response to direct feedback from key stakeholders to focus

initially on short-term operational delivery, the CEO reviewed

and clearly prioritised, within three months of joining, key near-,

medium-, and long-term strategy interventions (Horizons 1,

2 and 3). Driving a collective focus on Horizon 1 interventions

has underpinned delivery of the Group’s positive financial

performance in FY23.

The CEO also led a strategic review and developed a plan,

approved by the Board in April, to deliver ROIC > Weighted

Average Cost of Capital (‘WACC’) across the business and

underpin the Group’s aspiration to rebuild profitability in the

medium-term.

98 Greencore Group plc Annual Report and Financial Statements 2023

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Met?

Objective(s) set No Partly Fully Commentary

Build strong and effective relationships and

engagement with key stakeholders (shareholders,

customers, suppliers, consumers, colleagues and

communities).

The Board has been very pleased with the CEO’s investment in

key stakeholder relationships during this first year in the role. Key

deliverables included a schedule of regular meetings with key

customers and the Board, and being highly visible to Greencore

colleagues at all levels.

In assessing the CEO’s performance under this element, the

Committee took into account direct feedback from the Board

Chair and feedback from our Pulse Engagement Survey as

well as leadership and colleague forums sessions held during

the year. Colleagues were particularly positive about improved

performance reporting.

Inclusion and diversity (7.5%)

Set, sponsor, launch and communicate Group

targets.

The CEO led a full review of the Group’s inclusion and diversity

programme during the year. Internal 2028 ambitions were

agreed and launched across gender, ethnicity and age, based on

which a phased annual milestone plan is now being finalised.

In addition to this primary objective, other key achievements

included:

• a 6% increase in the number of colleagues that would

recommend Greencore as a place to work based on results

of our Pulse Engagement Survey;

• roll-out of training in bias and ethical recruitment with

participation exceeding the target level set;

• launch of our first Group Menopause Policy; and

• provision of free feminine hygiene products to colleagues

across the business, in response to colleague feedback.

Sustainability (7.5%)

Actively sponsors the Better Future Plan across

the business with particular focus on our

prioritised areas.

Recognising the importance of sustainability to the Group’s

strategy, Dalton instilled a renewed passion in this area across

the Group. Dalton led a full reset of the Group’s sustainability

roadmap in FY23, to establish a platform from which to drive

future improvement in key metrics in four key priority areas.

Key achievements included:

• a complete review of the Group’s Sustainability Strategy, to

reassess its relevance and viability;

• targets for key focus areas validated internally and approved

by the Sustainability Committee;

• roadmaps established for delivery against four priority areas;

• establishing clarity of ownership and accountability for key

project milestones; and

• introducing a programme of upskilling sessions and quarterly

progress updates sponsored by the Group Executive Team,

to sharpen focus on this key pillar for Group success going

forward.

Total achievement 25% out of 25%

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99Strategic Report | Directors’ Report | Financial Statements | Other Information

CFO FY23 personal and strategic objectives (25% weighting)

Met?

Objective(s) set No Partly Fully Commentary

Organisational and transition (7.5%)

Support the leadership transition and help create

a winning, cohesive and aligned Group Executive

Team modelling Greencore values. Following

announcement of departure from Greencore,

provide continuity in execution and transitional

support until stepping down from the Board.

Emma provided significant support to the incoming CEO to

support transition and help reshape the Group Executive Team

during FY23 to drive the Group forward and deliver improved

performance. Emma supported continuity and contributed

effectively to Group Executive Team and Group Finance team

leadership to ensure ongoing delivery of team objectives

and effective transition, including for the period after the

announcement of her departure from Greencore until she

stepped down from the Board.

Strategic and financial (7.5%)

Focus on deleverage, balance sheet

strengthening and inflation recovery as well as a

focus on profitability rebuild to support Group’s

strategy and future growth aspirations.

Emma reviewed and prioritised key near, medium and long

term strategy interventions (Horizons 1, 2 and 3) with particular

focus on Horizon 1 to help achieve the Group’s positive financial

performance in FY23. These included:

• delivered a number of the objectives set, continued to drive

strong focus to underpin good outcomes on balance sheet

strength and inflation recovery; and

• supported the CEO, on rebuilding returns across the business

to support the Group’s aspiration to rebuild profitability in the

medium term.

Sustainability and risk (10%)

Embed improved risk management processes

and co-sponsoring the Better Future Plan in our

prioritised areas.

Supported the full reset of the Group’s Sustainability Strategy in

FY23, in particular:

• continued progress made during the year in driving forward

our agenda though objectives not met in full as work

continues to improve ESG data methodology and collection;

• continued progress made embedding the risk agenda,

supporting the refreshment of the Risk Oversight Committee

and development of the new risk management framework;

• ensure ESG data methodology and collection process is

robust, including the deployment of an Internal Audit review,

to support the Group’s Sustainability Strategy; and

• further embed risk management as part of emerging

organisation design, increasing the profile of, and

accountability for, risk management within functional teams.

Total achievement 22% out of 25%

Outcomes and discretion

As described above, the Committee carefully assessed the performance of the Executive Directors during their respective tenures in FY23

against the personal and strategic measures set, in line with normal practice. As a result of the performance and valued contribution of each

of the CEO and former CFO, and the extent to which they delivered against these objectives, the Committee determined that this element

should payout at 100% and 88% (i.e. 25% and 22% of the maximum bonus opportunity) for the CEO and former CFO, respectively.

Overall, the formulaic assessment of targets warranted a bonus payout of 82% and 79% of maximum for the CEO and former CFO,

respectively.

The Committee then reviewed this outcome in the context of the Group’s underlying performance and the stakeholder experience more

generally. In determining that the formulaic outcome was appropriate (and that no exercise of discretion was necessary to adjust the ABP

payout for these broader considerations), the Committee took into account Greencore’s operational and commercial performance against key

elements of its strategy during the year, whilst remaining mindful of colleagues’ experience (further details on which are set out on page 18 to

21). The Committee concluded that the formulaic outcome appropriately reflected that good performance outcomes had been delivered and

the right behaviours demonstrated in doing so; aligning with our corporate values, and our remuneration principles of ‘pay-for-performance’

and ‘alignment and fairness’.

100 Greencore Group plc Annual Report and Financial Statements 2023

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Long term incentives

FY21 PSP awards

Emma Hynes received awards under the FY21 PSP as set out in the table below. As Dalton Philips joined the Board at the end of FY22, he did

not participate in the FY21 PSP grant.

Executive Director Date of grant

Number of

awards granted

Share price on

date of grant

Face value

on grant

Awards as %

of annualised

salary

Vesting date

Holding period expiry

Emma Hynes 8 January 2021 523,620 £1.122 £588k c.137% See footnote 8 January 2026

1. Average share price for the three days commencing on 5 January 2021.

2. Calculated based on full eligible FY21 salary and the face value on grant, which has then been converted into euro using the exchange rate for the date of grant of

£1:€1.11.

3. 15% of the awards were due to vest on 8 January 2022 (Tranche 1), 25% on 8 January 2023 (Tranche 2) and 60% on 8 January 2024 (Tranche 3). Awards may be sold only

to cover tax liabilities. Any shares vesting (net of tax) must be held until the fifth anniversary of grant. Tranche 1 and Tranche 2 have lapsed.

Vesting of Tranche 3 requires the average Return Index (‘RI’) for the month preceding the third anniversary of grant to meet or exceed

291pence per share. RI is calculated taking into account share price growth and dividends (assumed to be reinvested on the ex-dividend date)

over the relevant performance period.

Vesting of the awards is also subject to two underpins being met. The number of shares vesting will be reduced by 50% if the Group’s relative

TSR performance is below the median of its TSR comparator group over the relevant performance period. In addition, a discretionary

assessment of Greencore’s underlying performance will be undertaken by the Committee. Details of the TSR comparator group and

factors that may be considered when assessing the performance underpin are set out on page 100 of the FY21 Annual Report and Financial

Statements. Any shares that vest will be required to be held until the fifth anniversary of grant, ensuring alignment with long-term shareholders

and the delivery of sustainable long-term returns. Tranche 3 is expected to lapse in January 2024.

FY23 PSP awards

Dalton Philips and Emma Hynes received awards under the FY23 PSP as set out in the table below.

Executive Director Date of grant

Number of

awards granted

Share price on

date of grant

Face value

on grant

Awards as %

of salary Vesting date Holding period expiry

Dalton Philips 8 December 2022 1,548,767 £0.6818 £1,056k 175% 8 December 2025 8 December 2027

Emma Hynes 8 December 2022 929,791 £0.6818 £633k 150% 8 December 2025 8 December 2027

1. Calculated based on FY23 salary and the award level as a % of salary, which has then been converted into a number of shares using an average share price and exchange

rate for the three days commencing 29 November 2022.

2. Average share price for the three days commencing 29 November 2022.

The performance measures are Adjusted EPS, ROIC and relative TSR. Performance will be assessed over the period FY23 to FY25. Full details

of the performance targets are summarised below:

Measure

Weighting

(% of award)

Below threshold

(0% vesting)

Threshold

(25% vesting)

Maximum

(100% vesting)

Cumulative Adjusted EPS (FY23 + FY24 + FY25) 1/3rd Below 29.2p 29.2p 32.2p

FY25 ROIC 1/3rd Below 9.5% 9.5% 10.5%

Relative TSR vs. bespoke group of sector peers

1/3rd Below median Median Upper quartile

1. A.G.Barr; Bakkavor; Britvic; Carr’s; Cranswick; Devro; Glanbia; Greggs; Hilton Food; Kerry Group; Premier Foods; and SSP Group.

As in previous years, the Committee will consider the underlying financial performance of the business as well as the value added to

shareholders in adjudicating the final PSP vesting level.

As noted on page 104 of Greencore’s FY22 Annual Report and Financial Statements, in setting the adjusted EPS and ROIC ranges, the

Committee remained mindful about setting targets to be stretching (to reinforce alignment with stakeholder interests and incentivise

outperformance) as well as relevant and motivational in the context of the prevailing external market environment. As in previous years, the

Committee will review vesting levels at the conclusion of the performance period to ensure they reflect the underlying performance of the

business, the value added to shareholders and to avoid any undue windfall gains for participants. The award will vest three years from the date

of grant, subject to meeting the performance conditions and continued employment, and a two-year holding period will apply post vesting.

Malus and clawback provisions will apply both prior to vesting and for a period of two years post-vesting, and vested awards may not be sold

during the two-year holding period post-vesting except to cover tax liabilities.

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Deferred Bonus Plan (‘DBP’) awards granted in FY23

The following deferred bonus shares were awarded to Emma Hynes during FY23. The award relates to the bonus awarded for performance

during FY22.

Executive Director Date of grant

Number of

awards granted

Share price on

date of grant

Face value

on grant Vesting date

Emma Hynes 8 December 2022 208,754 £0.6818 £142k 8 December 2025

1. Calculated based on the euro value of 50% of the bonus earned for FY22, which has then been converted into a number of shares using an average share price and

exchange rate for the three days commencing 29 November 2022.

2. Average share price for the three days commencing 29 November 2022.

Payments for loss of office

Emma Hynes stepped down as Executive Director and CFO on 31 May 2023, and will leave the Group on 17 March 2024. Prior to her

departure, Emma will continue to receive salary, benefits and pension payments for the duration of her contractual notice period in line with

the 2023 Remuneration Policy. No other payments have been, or will be, made in connection with Emma’s cessation of office.

As explained in the Chair’s opening letter, Emma was treated as a good leaver under the Company’s incentive plans and was considered

eligible for an annual bonus for FY23. The value of the bonus earned by Emma in relation to the period of FY23 for which she served as

Executive Director is disclosed in full in the single figure of total remuneration table on page 95. Emma will not be eligible to participate in the

FY24 ABP.

Emma’s outstanding PSP awards will be pro-rated to reflect her employment during the vesting period. Based on a review of performance,

no awards are expected to vest to her under the FY21 PSP (Tranche 3). The FY22 and FY23 PSP awards will be pro-rated for time served, and

these awards will continue to vest on the normal vesting date, subject to the performance targets being achieved. The two-year post-vesting

holding period will continue to apply to awards vesting. Emma’s outstanding DBP awards were released to Emma shortly after she stepped

down from the Board. These remain subject to the post-employment shareholding requirement, whereby their sale is prohibited for two years

(other than to cover the tax liability arising on vesting). Further details of her outstanding share awards on the date Emma ceased to be an

Executive Director are set out on page 104.

All payments that relate to Emma’s service as an Executive Director were in line with the Company’s remuneration policy, and otherwise

consistent with her service agreement and statutory employment rights, as well as the terms applying to her outstanding incentive awards.

In addition to the payments set out in the single figure table on page 95, the aggregate value of fixed pay and bonus payable to Emma for the

period from 1 June to 29 September 2023 (as described above) was €415,554.

Payment to past Directors

Other than the payments detailed above, no payments were made to past Directors during the year under review.

Implementation of the 2023 Remuneration Policy in FY24

Executive Director remuneration in FY24

A summary of how the 2023 Remuneration Policy will be implemented in FY24 is set out below.

Base salary

As set out on page 89, the Committee agreed that it would be appropriate to award a 3.5% salary increase to Dalton Philips. This increase

is effective from 1 October 2023 and will be lower than the average increase to be awarded across the wider workforce (which will be

determined in January 2024 and backdated to 1 October 2023).

The FY24 salaries are as follows:

Executive Director Salary from 1 Oct 2023 Salary from 1 Oct 2022 Percentage increase

Dalton Philips €724,500 €700,000 3.5%

Catherine Gubbins €400,000

– –

1. Salary is effective from the formal date of appointment to the Board in early 2024.

102 Greencore Group plc Annual Report and Financial Statements 2023

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Pension and benefits

Dalton Philips and Catherine Gubbins will receive a pension contribution of 8% of salary, which is in line with the pension contribution

currently available to the wider colleague base.

Annual Bonus Plan (‘ABP’)

The ABP will be based 75% on stretching financial performance targets and 25% on personal and strategic objectives.

The financial performance element will be split between Adjusted Operating Profit (weighted 50%) and Free Cash Flow (weighted 25%). The

targets for FY24 have been set based on full year performance and have been set with reference to budget as well as broker forecasts and

other external considerations. The targets for FY24 are considered commercially sensitive but will be disclosed in full on a retrospective basis

in next year’s Annual Report on Remuneration.

The remaining 25% of the bonus is based on personal and strategic objectives to help ensure a continued focus on the short and medium

term objectives that are most critical to the successful delivery of the strategy and long-term sustainable performance of the Group. For FY24,

this element will again include objectives specifically linked to sustainability and inclusion and diversity.

The outcomes of both the financial and non-financial KPIs will be considered by the Committee when determining the overall level of bonus

payable, and the Committee retains discretion to adjust the outcomes to take into account the wider stakeholder context.

The maximum opportunity for FY24 remains unchanged at 150% of salary for Dalton Philips. The maximum bonus opportunity for

Catherine Gubbins has been set at 120% of salary. The FY24 annual bonus for Catherine Gubbins will be pro-rated to reflect the period from

appointment. A minimum of half of any bonus will be deferred in shares, vesting after three years subject to continued employment. Both the

cash bonus and deferred share awards are subject to malus and clawback provisions.

Long term incentive

Dalton Philips will receive an award in FY24 at 175% of salary and Catherine Gubbins will receive an award in FY24 at 150% salary (to be granted

shortly after joining the Board).

The performance measures will continue to be Adjusted EPS, ROIC and relative TSR, as the Committee believes these to be the most

appropriate measures for the next three-year cycle of growth and returns in the business. Performance will be assessed over the period FY24

to FY26. As in previous years, the Committee will also consider the underlying financial performance of the business (as well as the value

added to shareholders) in adjudicating the final overall PSP vesting level.

Measure

Weighting

(% of award)

Below threshold

(0% vesting)

Threshold

(25% vesting)

Maximum

(100% vesting)

Cumulative Adjusted EPS (FY24 + FY25 + FY26) 1/3rd Below 32.8p 32.8p 36.5p

FY26 ROIC 1/3rd Below 11.8% 11.8% 13.7%

Relative TSR vs. bespoke group of sector peers

1/3rd Below median Median Upper quartile

1. Performance will be assessed over the period FY24 to FY26, relative to the following bespoke group of sector peers: A.G.Barr; Bakkavor; Britvic; C&C; Carr’s; Cranswick;

Glanbia; Greggs; Hilton Food; Kerry Group; Premier Foods; SSP Group and Tate & Lyle. C&C and Tate & Lyle have been added to the TSR comparator group for the FY24

cycle, to ensure that it remains robust (following acquisitions in recent years of Total Produce and Devro) and relevant.

The award will vest three years from the date of grant, subject to meeting the performance conditions and continued employment, and a

two year holding period will apply post vesting. Malus and clawback provisions will apply both prior to vesting and during the holding period.

Vested awards may not be sold during the two-year holding period post vesting except to cover tax liabilities.

Non-Executive Director fees in FY24

Non-Executive Director fees are determined by the Board Chair and the Executive Directors, with the exception of the fee for the Board

Chair, which is determined by the Committee. Basic fees shall not exceed the limit as set out in the Articles of Association and approved by

shareholders. The fees for the Board Chair were reviewed in 2022, during the recruitment process for the new Board Chair. The fees for Non-

Executive Directors were reviewed in November 2023, with no changes made. The full year equivalent fees are set out in the table below:

FY24 FY23

Basic fee

Board Chair €78,000 €78,000

Non-Executive Director €78,000 €78,000

Additional fees

Board Chair €172,000 €172,000

Senior Independent Director €16,500 €16,500

Audit and Risk Committee Chair €16,500 €16,500

Remuneration Committee Chair €12,000 €12,000

Nomination and Governance Committee Chair €10,000 €10,000

Sustainability Committee Chair €10,000 €10,000

103Strategic Report | Directors’ Report | Financial Statements | Other Information

Chief Financial Officer appointment

As noted elsewhere in this Report, Catherine Gubbins will join the Group as Executive Director and CFO in early 2024. She has been appointed

on a salary of €400,000, with a maximum bonus opportunity of 120% of salary and annual award face value under the PSP of 150% of salary.

She will receive a pension contribution of 8% of salary (in line with that provided to other colleagues) and benefits consistent with our standard

policy. In recognition of annual bonus forfeited on leaving her previous employers, she will also receive a one-off cash payment of €40,000

on joining the business.

Relative importance of spend on pay

The table below illustrates shareholder distributions (i.e. dividends and share buybacks) and total employee pay for FY23 and FY22, and the

year-on-year change.

FY23

(£’000)

FY22

(£’000)

Percentage

change

Distribution to shareholders

26,200 8,800 198%

Total employee pay 398,600 380,900 5%

1. The Group did not pay dividends to shareholders in FY23. During FY23, the Company purchased a total of 33,382,718 ordinary shares (FY22: 9,728,677) under the

Buyback Programme, returning a total of approximately £26.2m in cash to shareholders (FY22: £8.8m).

Historical TSR performance and remuneration outcomes for the CEO

The graph below compares the Company’s TSR against the FTSE All-Share Index over a period of ten financial years up to 29 September 2023.

It reflects the change in a hypothetical £100 holding in shares. The FTSE All-Share has been used as the Company is a constituent of this

index.

£200

£100

£300

Sep

£0

Greencore FTSE 250 Index FTSE All-Share Index

The table below illustrates the CEO’s single figure of total remuneration over the same ten financial year period to 29 September 2023.

Chief Executive Officer

FY14 FY15 FY16 FY17 FY18 FY19 FY20 FY21 FY22 FY23

Single figure (€’000) €2,590 €5,038 €3,131 €1,670 €1,414 €2,453 €1,120 €1,166 €935 €1,672

Annual bonus outcome 98% 73% 83% 22% 18% 35% 0% 0% n/a 82%

PSP vesting n/a

92.3% 79% 35% 0% 50% 0% 0% n/a n/a

1. FY14-FY21 relates to Patrick Coveney. For FY22 this represents remuneration paid to Patrick Coveney (until he resigned from the Company), Gary Kennedy in respect of

his role as Executive Chair and Dalton Philips (from appointment to the Board). Patrick Coveney, Gary Kennedy and Dalton Philips were not eligible to participate in the

FY22 ABP and Patrick Coveney’s in-flight PSP awards lapsed on his resignation from the Company (Gary Kennedy and Dalton Philips did not participate in the FY20 PSP).

FY23 remuneration reflects that received by Dalton Philips.

2. No performance-based long term incentive awards were awarded prior to March 2013.

External appointments

We recognise the opportunities and benefits both to the Company and to the Executive Directors of their serving as Non-Executive Directors

of other companies. Executive Directors are generally permitted to take on one non-executive directorship with another publicly listed

company or other significant commitment subject to the approval of the Board. Any fees arising from these or other appointments will

generally be retained by the individual.

CEO pay ratio

The table on page 104 shows the ratio of CEO pay for FY23 comparing the single total figure of remuneration for Dalton Philips (converted

into GBP using the average exchange rate for FY23 of €1:£0.8702), to the full-time equivalent total reward of those colleagues whose pay is

ranked at the 25th, 50th and 75th percentiles in our UK workforce.

104 Greencore Group plc Annual Report and Financial Statements 2023

Report on Directors’ Remuneration continued

Annual Report on Remuneration continued

The colleagues used to calculate the pay ratios were identified using our 2023 gender pay gap data (Option B). The colleagues at the 25th,

50th and 75th percentiles were identified as at 5 April 2023 and their salary and total remuneration were calculated in respect of the 12 months

ended 29 September 2023. This method is deemed the most appropriate methodology for the Group as it makes use of our gender pay data

which provided a readily available and robust dataset. The Committee is satisfied that these colleagues are representative of the relevant

percentiles across the organisation, as they represent the large majority of our UK workforce receiving basic pay, overtime, holiday pay and

employers’ pension contributions. The resulting pay ratios are set out below:

Year Method 25th percentile 50th percentile 75th percentile

FY23 B 63:1 48:1 43:1

FY22 B 35:1 31:1 27:1

FY21 B 49:1 44:1 35:1

FY20 B 49:1 46:1 40:1

The table below provides the individual remuneration information in relation to our colleagues ranked at the 25th, 50th and 75th percentiles:

Year 25th percentile 50th percentile 75th percentile

FY23 Salary £22,314 £25,363 £28,075

Total pay and benefits £23,250 £30,403 £33,851

The Committee considers colleague pay levels and the resulting pay ratios as one of many reference points when reviewing executive

remuneration, and is pleased to note the year-on-year increase in colleague pay levels at the 25th, 50th and 75th percentiles versus those

disclosed in the FY22 Annual Report on Remuneration. The increase in CEO ratio reflects the first full year of the new CEO in situ, following

a year of interim management as well as the positive outcome in the ABP as outlined on pages 96 to 99. The Committee expects the pay

ratio going forward to be driven by fluctuations year-on-year in the CEO single figure to reflect the outcomes of variable remuneration

components, the value of which is aligned to the sustainable, long-term success of the Company. However, the Committee will keep under

review the evolution of the pay ratio over future years in this context, to ensure it remains appropriate.

Outstanding share awards (audited)

Details of the Executive Directors’ existing share awards as at 29 September 2023 (or at the date of ceasing to be an Executive Director,

ifearlier) in the Company’s share schemes are set out in the table below:

Date of grant

Number of

options/

awards at

start of year

Granted

during the

year

Vested/

exercised in

the year

Lapsed

during the

year

Number of

options/

awards at

year end/

date ceased

to be a

Director

1,2

Market price

on date of

grant

Exercise

price

Earliest date

of exercise/

vesting

Expiry date/

holding

expiring

date

Dalton Philips

Performance Share Plan

FY23 08.12.2022 – 1,548,767 – – 1,548,767 £0.68 – 08.12.25 08.12.27

Emma Hynes

Deferred Bonus Plan

06.12.2021 225,638 – – – 225,638 £1.29 – 26.09.23 06.12.24

08.12.2022 – 208,754 – – 208,754 £0.68 – 26.09.23 08.12.25

Performance Share Plan

FY20 22.05.2020 150,000 – – 150,000 – £1.37 – 22.05.23 22.05.25

FY21 Yr2 tranche 08.01.2021 130,905 – – 130,905 – £1.12 – 08.01.23 08.01.26

FY21 Yr3 tranche 08.01.2021 314,172 – – – 314,172 £1.12 – 08.01.24 08.01.26

FY22 06.12.2021 470,079 – – – 470,079 £1.29 – 06.12.24 06.12.26

FY23 08.12.2022 – 929,791 – – 929,791 £0.68 – 08.12.25 08.12.27

1. Emma Hynes was treated as a good leaver and her 2021 and 2022 DBP awards vested subsequent to her departure from the Board.

2. For the purposes of Section 305 of the Companies Act 2014, the aggregate gain on the exercise of awards during the year ended 29 September 2023 was £332,005

(F Y22: £7 7,591 ).

Statement of directors’ shareholding and share interests (audited)

The Company has adopted Executive Director shareholding guidelines whereby all Executive Directors shall build a holding of shares in the

Company equal to 200% of base salary, typically over a five-year period commencing on the date of their appointment to the Board.

As referred to in the 2023 Policy, with effect from January 2020, Executive Directors are also subject to a post-employment shareholding

guideline. Executive Directors will normally be expected to maintain a holding of Greencore shares at a level equal to the lower of the in-post

shareholding guideline or the individual’s actual shareholding for a period of two years from the date the individual ceases to be a Director.

The specific application of this shareholding guideline will be at the Committee’s discretion.

105Strategic Report | Directors’ Report | Financial Statements | Other Information

There are currently no shareholding guidelines in place for Non-Executive Directors, however, all Non-Executive Directors are encouraged to

hold shares in the Company.

The table below shows the beneficial interests of Directors on 30 September 2022 and 29 September 2023 (including the beneficial interest of

their spouses, civil partners, children and stepchildren) in the Ordinary Shares of the Company, as well as unvested awards.

Ordinary Shares

Held at 30 Sept

2022 (or date of

appointment

if later)

Held at 29 Sept

2023 (or date of

departure

if earlier)

Shareholding

requirement as %

of salary

Shareholding

as % of salary

Shareholding

requirement met

Scheme

interests subject

to deferral/

holding period

Scheme

interests subject

to performance

conditions

Share options

unvested and

not subject to

performance

conditions

Executive Directors

Dalton Philips

– 195,000 200% 26% Building Nil 1,548,767 Nil

Emma Hynes

140,357 140,357 200% 65% n/a 434,392 1,714,042 Nil

Non-Executive Directors

John Amaechi – – n/a n/a n/a n/a n/a n/a

Sly Bailey 64,504 64,504 n/a n/a n/a n/a n/a n/a

Paul Drechsler

43,015 43,015 n/a n/a n/a n/a n/a n/a

Linda Hickey – – n/a n/a n/a n/a n/a n/a

Gary Kennedy

47 7,676 477,676 n/a n/a n/a n/a n/a n/a

Alastair Murray

– – n/a n/a n/a n/a n/a n/a

Anne O’Leary – – n/a n/a n/a n/a n/a n/a

Helen Rose 98,550 98,550 n/a n/a n/a n/a n/a n/a

Hetal Shah

– – n/a n/a n/a n/a n/a n/a

Helen Weir

39,000 39,000 n/a n/a n/a n/a n/a n/a

Leslie Van de Walle

– 145,000 n/a n/a n/a n/a n/a n/a

Group General Counsel and

Company Secretary

Damien Moynagh

– 70,000 n/a n/a n/a n/a n/a n/a

1. Calculated based on FY23 salaries and the average share price between 1 July 2023 and 29 September 2023 of £0.8270 (for Emma Hynes, the average share price

between 1 March 2023 and 31 May 2023 of £0.8125) which has then been converted into euro using the average exchange rate for FY23 of €1: £0.8702.

2. Includes deferred share awards which are included in the value of the shareholding (on a net of tax basis where these are unvested) and vested shares subject to a holding

period under the PSP where applicable.

3. Includes unvested PSP shares.

4. Dalton Philips was appointed to the Board on 26 September 2022. Executive Directors have a period of five years from Board appointment to reach the shareholding

guideline.

5. Emma Hynes stepped down from the Board as Executive Director and CFO on 31 May 2023 and is subject to the post-employment shareholding guideline.

6. Paul Drechsler stepped down from the Board as Non-Executive Director with effect from 26 January 2023.

7. Gary Kennedy stepped down from the Board as Non-Executive Director with effect from 26 January 2023.

8. Alastair Murray was appointed to the Board as Non-Executive Director with effect from 1 February 2023.

9. Hetal Shah was appointed to the Board as Non-Executive Director with effect from 1 April 2023.

10. Helen Weir stepped down from the Board as Non-Executive Director with effect from 31 December 2022.

11. Leslie Van de Walle was appointed to the Board as Non-Executive Director with effect from 1 December 2022.

12. Damien Moynagh was appointed Group General Counsel and Company Secretary on 7 November 2022.

Between 29 September 2023 and the date of this Report there have been no changes in the Directors’ shareholdings.

None of the Directors had a material interest in any contract of significance, other than a service contract in the case of Executive Directors,

with the Company or any of its subsidiaries at any time during the period.

Share-based payments

The Group operates a ShareSave Scheme in both Ireland and in the UK, which encourages eligible employees to save in order to buy shares

in the Company. The ShareSave Schemes provide a means of saving and give colleagues the opportunity to become shareholders. Currently,

there are approximately 2,000 participants in the schemes. In January 2022, the Group awarded £250 worth of Greencore Group plc

shares to every colleague in the Company under a Share Incentive Plan (‘SIP’) (with the exception of Executive Directors). In January 2023,

a Restricted Share Plan (‘RSP’) was approved by shareholders at the AGM, in which certain senior colleagues are eligible to participate. The

Group’s Financial Statements recognise an Income Statement charge in accordance with IFRS 2 Share-based Payment in respect of options

issued under the ShareSave Scheme, and awards granted under the DBP, PSP, RSP and SIP. The related charge in respect of share-based

payments issued to Executive Directors totalled £0.6m (FY22: £Nil) for the DBP and PSP and further detail is outlined in Note 30 to the Group

Financial Statements. Further detail in respect of all other share schemes is detailed in Note 6 to the Group Financial Statements.

106 Greencore Group plc Annual Report and Financial Statements 2023

Report on Directors’ Remuneration continued

Annual Report on Remuneration continued

Share awards and share options outstanding under the Company’s DBP, PSP, RSP and all employee plans at 29 September 2023 amounted to

33,159,582 Ordinary Shares (FY22: 22,907,111), made up as follows:

Number of

Ordinary Shares Price range

Normal vesting/

exercise dates

Deferred Bonus Plan 594,032 – 2023-2026

Performance Share Plan 10,752,522 – 2023-2026

ShareSave Scheme: UK 17,288,527 £0.63-£1.14 2023-2026

Ireland 62,016 €1.19 2023-2024

Share Incentive Plan 1,838,712 – 2025-2027

Restricted Share Plan 2,623,773 – 2024-2025

Funding of equity awards

Executive incentive arrangements are funded by a mix of newly issued shares and shares purchased in the market. Where shares are newly

issued, the Company complies with the Investment Association guidelines in relation to issuing a maximum of 5% of share capital in respect of

discretionary schemes and a maximum of 10% in respect of all share schemes in a rolling ten-year period. At 29 September 2023, there were

7,025,137 shares in the Company’s share ownership trust (as at 30 September 2022: 2,877,009). Current shareholder dilution is c.1.45%.

107Strategic Report | Directors’ Report | Financial Statements | Other Information

Report of the Sustainability Committee

REPORT OF THE

SUSTAINABILITY

COMMITTEE

“As the Committee is in its infancy, the

Committee focused on setting priorities,

designing roadmaps and delivery plans,

reporting and quality of data.”

Dear Shareholder,

As Chair of the Sustainability Committee (the

‘Committee’), it is my pleasure to present

the Committee’s inaugural report for the

financial year ended 29 September 2023.

The Committee was established during

the year and is responsible for reviewing

the Group’s sustainability objectives and

performance, including the delivery of the

Group’s Sustainability Strategy, as well as

providing progress updates on sustainability

matters to the Board. This report outlines

how the Committee discharged the

responsibilities delegated to it by the Board

over the course of the period and the key

matters it considered in doing so.

Role of the Committee

The Committee’s role, authority, duties and

scope are set out in its Terms of Reference

which are available on the Governance

section of our website, www.greencore.com.

The Committee will review the Terms of

Reference annually and any amendments are

to be presented to the Board for approval.

Membership of the Committee

The Committee is currently comprised

of four Non-Executive Directors, all of

whom are considered by the Board to be

independent. As a whole, the Committee

possesses the skills, competence and relevant

experience across a variety of industries,

including the consumer goods and food

sectors, to enable it to effectively discharge

its responsibilities. I previously served as the

Sustainability Engagement Director prior to

the commencement of the Committee.

Membership of the Committee

Committee members Date appointed

Attendance at

scheduled Committee

meetings during FY23

Helen Rose

1 February 2023 1/1

John Amaechi

1 February 2023 0/1

Sly Bailey 1 February 2023 1/1

Alastair Murray 1 February 2023 1/1

1. Helen Rose was appointed Committee Chair on 1 February 2023.

2. John Amaechi was unable to attend a meeting due to illness. Having read the papers, he communicated his

views on the business of the meeting to the Chair.

Committee activities FY23

The Committee was formally established

by the Board in January 2023 and held one

meeting during the period. As the Committee

is in its infancy, the Committee focused on

setting priorities, designing roadmaps and

delivery plans, reporting and quality of data.

Committee priorities for FY24

The Committee is focused on transparency

and will continue to monitor the Group’s

performance of sustainability targets and

developing and monitoring priority transition

plans. Recognising that sustainability is a fast

moving space, we will continue to monitor any

new requirements and standards. We will also

continue to develop our understanding of how

climate could materially impact the business

and will undertake upskilling in this area.

Helen Rose

On behalf of the Sustainability Committee

27 November 2023

For more information, see our Sustainability section

on page 22

Read more in our 2023 Sustainability Report available

on www.greencore.com

108 Greencore Group plc Annual Report and Financial Statements 2023

Other statutory disclosures

Principal activities, results and review of business

Greencore is a leading manufacturer of convenience foods in the UK and our purpose is to make every day taste better. We supply all of the

major supermarkets in the UK. We also supply convenience and travel retail outlets, discounters, coffee shops, foodservice and other retailers.

We have strong market positions in a range of categories including sandwiches, salads, sushi, chilled snacking, chilled ready meals, chilled

soups and sauces, chilled quiche, ambient sauces and pickles, and frozen Yorkshire Puddings.

In FY23 we manufactured 779m sandwiches and other food to go products, 132m chilled ready meals, 245m jars of cooking sauces, pickles

and condiments, and 45m chilled soups and sauces. We carry out more than 10,400 direct to store deliveries each day. We have 16 world

class manufacturing sites in the UK, with industry-leading technology and supply chain capabilities. The Group employs c. 13,600 people and

is headquartered in Dublin, Ireland. Greencore’s shares are listed on the London Stock Exchange and are included in the FTSE All Share Index

Exchange.

The Group’s performance and development activity is summarised in the Operating and Financial Review set out on pages 44 to 48.

The Group Income Statement, which is set out on page 122, details the Group’s results for FY23. The Group reported Adjusted Operating

Profit for the year of £76.3m (FY22: £72.2m). Profit for the financial year was £35.9m (FY22: £32.3m).

Dividends

The Group did not pay dividends to shareholders in FY23 and there is no proposed final dividend for the year (FY22: £nil).

Future developments

The Group continues to focus on improving profitability and is investing in a number of initiatives focused on both optimising our network and

our IT infrastructure, to give us the platform for future growth. The Group’s stronger balance sheet provides the financial flexibility to underpin

this growth. The Group is pleased with the start to the year and although it’s early days, the Group remains confident in delivering FY24 within

the range of current market expectations.

Principal risks and uncertainties

Pursuant to Section 327(1)(b) of the Companies Act 2014, the 2018 UK Corporate Governance Code (the ‘Code’) and DTR 4.1.8R(2), the

principal risks and uncertainties that could affect the Group’s business are set out on pages 52 to 57 and are deemed to be incorporated in this

part of the Directors’ Report.

Principal subsidiaries

The principal subsidiary undertakings are listed in Note 31 to the Group Financial Statements.

Corporate governance

Statements by the Directors relating to the Group’s application of corporate governance principles, compliance with the principles and

provisions of the Code is set out on pages 60 and 61. The Group’s system of internal controls and the adoption of the going concern basis in

the preparation of the Group Financial Statements are set out on pages 82 to 87.

Greencore Group plc has applied the principles of the Code and complied with the provisions of the Code on a comply or explain basis for the

year ended 29 September 2023.

Greencore Group plc is registered in Ireland and, as an Irish incorporated company, it is not subject to the UK executive remuneration

requirements as set out in the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, as updated.

Greencore Group plc is listed on the main market of the London Stock Exchange, and so it is not a ‘traded PLC’ for the purposes of Section

1110N of the Companies Act 2014. Nonetheless, in order to ensure transparency for all of our stakeholders, we have sought to comply

with these requirements on a voluntary basis in respect of the members of the Board to the extent possible under Irish law. The Report on

Directors’ Remuneration is contained on pages 88 to 106.

Taskforce on Climate-related Financial Reporting (‘TCFD’) reporting

The Company’s compliance with the TCFD Recommendations and Recommended Disclosures pursuant to UK Listing Rule 9.8.6R is set out

on pages 32 to 39.

Non-financial information statement

Pursuant to the European Union (Disclosure of Non-Financial and Diversity Information by certain large undertakings and groups) Regulations

2017 (‘Regulations’), the Group is required to report on certain non-financial information to provide an understanding of its development,

performance, position and the impact of its activities, relating to, at least, environmental matters, social matters, employee matters, respect for

human rights, and bribery and corruption. We have set out the location of the information required by the Regulations to be included in this

Annual Report in the table below. Each referenced section of the Annual Report is deemed to form part of this Directors’ Report.

Reporting requirements Policies and programmes that govern our approach Location of information

Environmental matters

• Code of Ethics and Business Conduct

• Responsible Sourcing of Soy Policy

• Responsible Sourcing of Code of Conduct

Policy

Sustainability section on pages 22 to 39

Non-financial KPIs on page 42

109Strategic Report | Directors’ Report | Financial Statements | Other Information

Communities

• Code of Ethics and Business Conduct

• Community Policy

Sustainability section on page 28

Social and employee matters

• Code of Business Practice

• Code of Ethics and Business Conduct

• Ethical Code and Employment Standards

Policy

• Whistleblowing and Speak Up Policy

Sustainability on pages 30 to 31

Non-financial KPIs on page 42

Human rights

• Code of Ethics and Business Conduct

• Human Rights Policy

• FY22 Modern Slavery and Human

Trafficking Transparency Statement

Sustainability on page 26

Anti-bribery and corruption

• Anti-Bribery and Corruption Policy

Statement

• Code of Ethics and Business Conduct

Sustainability on page 31

Prevention of modern slavery

• Code of Ethics and Business Conduct

• Modern Slavery and Human Trafficking

Transparency Statement

Sustainability on page 26

Diversity

• Group Inclusion and Diversity Policy

• Board Diversity Policy

• Code of Ethics and Business Conduct

• Ethical Code and Employment Standards

Policy

Sustainability on pages 30 and 31

Report of the Nomination and Governance

Committee on page 81

Whistleblowing

• Code of Ethics and Business Conduct

• Ethical Code and Employment Standards

Policy

• Whistleblowing and Speak Up Policy

Report of the Audit and Risk Committee on

pages 86 and 87

Business model

– Business model on pages 6 and 7

Non-financial Key Performance Indicators

– Non-financial KPIs on pages 42 and 43

Principal risks

– Risk and risk management on pages 52 to 57

In addition to the information required by the Regulations, the Group publishes a comprehensive Sustainability Report annually which details

our Sustainability Strategy, environmental and governance responsibilities and commitment to social matters. The 2023 Sustainability Report

is available on our website www.greencore.com.

Shareholders’ meetings

The Company operates under the Irish Companies Act 2014 (‘Act’). The Act provides for two types of shareholder meetings: the Annual

General Meeting (‘AGM’), with all other general meetings being called an Extraordinary General Meeting (‘EGM’).

The Company must hold a general meeting each year as its AGM, in addition to any other general meetings held in that year. Not more than

15 months may elapse between the date of one AGM and the next. EGMs can also be convened at the request of members holding not less

than 5% of the voting share capital of the Company. The notice period for an AGM and an EGM to consider any special resolution (a resolution

which requires a 75% majority vote, not a simple majority) is 21 days.

A member or a group of members holding at least 3% of the issued share capital of the Company which carries voting rights has the right

to put an item on the agenda of an AGM, provided the member(s) exercise(s) that right within the prescribed time period, or to table a draft

resolution for an item on the agenda of a general meeting.

No business shall be transacted at any general meeting unless a quorum is present at the time when the meeting proceeds to business. Two

members present in person or by proxy and entitled to vote shall be a quorum. Only those shareholders registered on the Company’s register

of members at the prescribed record date, being a date not more than 72 hours before the general meeting to which it relates, are entitled to

attend and vote at a general meeting.

Under the Act, ordinary resolutions may be passed by a majority of votes cast in favour, while special resolutions require a 75% majority of

votes cast in favour. Any shareholder who is entitled to attend, speak and vote at a general meeting is entitled to appoint one or more proxies

to attend, speak and vote on their behalf. A proxy need not be a member of the Company. Resolutions are voted on by either a show of hands

of those shareholders attending in person or by proxy, or, if validly requested, by way of a poll.

The business of the Company is managed by the Directors who may exercise all the powers of the Company unless they are required to be

exercised by the Company in a general meeting. Matters reserved to shareholders in general meetings include the election of Directors,

the declaration of final dividends on the recommendation of the Directors, the fixing of the remuneration of the external auditor, amendments

to the Articles of Association, measures to increase or reduce the ordinary share capital and the authority to issue shares.

110 Greencore Group plc Annual Report and Financial Statements 2023

Notice of general meetings and special business

The notice of the 2024 AGM, together with details of special business to be considered at the meeting, will be circulated to shareholders

during December 2023.

Share capital

As at 30 September 2022, there were 516,836,560 Ordinary Shares in issue. In FY23, no (FY22; 18,575) Ordinary Shares were issued under the

Company’s ShareSave Schemes.

On 24 May 2022, the Company announced its intention to recommence value return of up to £50 million over the following two years

consistent with the Group’s capital management policy (the ‘Buyback Programme’). In FY22, the Company purchased 9,728,677 ordinary

shares under the Buyback Programme, returning a total of £8.8m in cash to shareholders. In FY23, the Company purchased a total of

33,382,718 ordinary shares under the Buyback Programme, returning a total of £26.2m in cash to shareholders. All shares purchased under

the Buyback Programme were cancelled.

The table below sets out the ordinary shares purchased under the Buyback Programme during FY23. See Note 25 to the Consolidated

Financial Statements for further details.

Month

Total number of

share buyback

purchases

Weighted

average price

paid per share (£)

October 2022 1,666,838 0.7321

November 2022 973,215 0.6681

December 2022 3,345,174 0.6341

January 2023 3,946,602 0.7346

February 2023 4,308,320 0.8149

March 2023 3,110,000 0.8151

April 2023 2,495,484 0.8134

May 2023 1,799,164 0.8209

June 2023 3,970,667 0.7701

July 2023 4,408,732 0.8451

August 2023 3,358,522 0.8778

Total 33,382,718 0.7751

As at 29 September 2023, Greencore’s issued ordinary share capital consisted of 483,453,842 Ordinary Shares with voting rights.

On 10 October 2023, the Company announced a further Buyback Programme of a maximum aggregate consideration of up to £15 million.

Between 10 October 2023 and 24 November 2023, the Company purchased a total of 4,907,006 ordinary shares under the Buyback

Programme, returning a total of £4.5m in cash to shareholders.

One Special Share of €1.26 exists in the share capital of the Company. The Articles of Association provide that the Special Share may be

held only by, or transferred only to, the Minister for Agriculture, Food and the Marine or some other person appointed by the Minister. Under

the Articles of Association, the consent of the holder of the Special Share is required in the winding up of the Company. Many of the rights

attached to the Special Share were abolished in 2011.

At the AGM held on 26 January 2023, amongst other resolutions passed:

• shareholders passed a resolution to give the Company, or any of its subsidiaries, the authority to make market purchases and overseas

market purchases of up to 10% of its own shares;

• shareholders gave the Directors authority to allot shares up to a maximum nominal amount equal to approximately 33% of the aggregate

nominal value of the issued ordinary share capital of the Company;

• shareholders gave authority to Directors to disapply pre-emption rights; and

• shareholders gave authority to Directors to re-allot shares purchased by the Company and not cancelled as treasury shares.

At the forthcoming AGM scheduled to take place on 25 January 2024 (‘2024 AGM’), amongst other resolutions, Directors will seek:

• authority to make market purchases or overseas market purchases of up to 10% of its own shares. If approved, any purchases will be made

only at price levels which the Directors consider to be in the best interests of the shareholders generally, taking into consideration the

Group’s overall financial position;

• approval to allot relevant shares up to an amount equal to approximately 33% of the aggregate nominal value of the issued ordinary share

capital of the Company;

• approval to disapply the strict statutory pre-emption provisions relating to the issue of new equity for cash until the date of the AGM to be

held in 2025, or 25 April 2025, whichever is earlier; and

• authority to re-allot shares purchased by the Company and not cancelled as treasury shares. If the resolution is passed, the authority will

expire on the earlier date of the AGM in 2025 or 25 April 2025 and the minimum price at which treasury shares may be re-allotted shall be

set at the nominal value of the share where such a share is required to satisfy an obligation under an employee share scheme or, in all other

cases, an amount equal to 95% of the then market price of such shares and the maximum price at which treasury shares may be re-allotted

shall be set at 120% of the then market price of such shares.

Other statutory disclosures continued

111Strategic Report | Directors’ Report | Financial Statements | Other Information

Memorandum and Articles of Association

The Company’s Memorandum and Articles of Association set out the objects and powers of the Company. The Articles of Association detail

the rights attaching to shares, the method by which the Company’s shares can be purchased or re-issued, the provisions which apply to the

holding of and voting at general meetings and the rules relating to the Directors, including their appointment, retirement, re-election, duties

and powers. The Company’s Articles of Association may be amended by a special resolution passed by the shareholders at an AGM or EGM of

the Company. The Company’s Articles of Association were last amended at the 2021 EGM, and a copy can be obtained from the Company’s

website, www.greencore.com.

Directors’ interests in the Ordinary Shares at 29 September 2023

The interests of Directors and Group Company Secretary in the shares of the Company are set out in the Report on Directors’ Remuneration.

The Directors and Group General Counsel and Company Secretary have no beneficial interests in any of the Group’s subsidiary or associated

undertakings.

Going concern and viability statement

The going concern and viability statements set out on page 58 are deemed to be incorporated in this section of the Directors’ Report.

Directors’ compliance statement

The Directors acknowledge that they are responsible for securing compliance by the Company of its relevant obligations as defined in the

Companies Act 2014 (‘Relevant Obligations’). The Directors further confirm that there is a compliance policy statement in place setting out

the Company’s policies which, in the Directors’ opinion, are appropriate to ensure compliance with the Company’s Relevant Obligations.

The Directors also confirm that appropriate arrangements and structures are in place which, in the Directors’ opinion, are designed to secure

material compliance with the Company’s Relevant Obligations. For the year ended 29 September 2023, the Directors, with the assistance of

Internal Audit, conducted a review of the arrangements and structures in place. In discharging their responsibilities under Section 225 of the

Companies Act 2014, the Directors relied on the advice of persons who the Directors believe have the requisite knowledge and experience to

advise the Company on compliance with its Relevant Obligations.

Directors for year ended 29 September 2023

The names of each of the current Directors and a short biographical note on each Director appear on pages 62 and 63.

On 31 December 2022, Helen Weir stepped down from the Board as Non-Executive Director and Chair of the Audit and Risk Committee. At

the conclusion of the AGM on 26 January 2023, Gary Kennedy retired from his role as Non-Executive Director and Board Chair, Paul Drechsler

also retired from his role as Non-Executive Director and Leslie Van de Walle assumed the position of Board Chair on the same date. On

1 February 2023, Alastair Murray was appointed to the Board as a Non-Executive Director and Chair of the Audit and Risk Committee and on

1 April 2023, Harshitkumar (Hetal) Shah was appointed to the Board as a Non-Executive Director. Emma Hynes stepped down from her role as

Executive Director and Chief Financial Officer in 31 May 2023.

John Amaechi and Sly Bailey have advised the Board that they will not be seeking re-election at the 2024 AGM. This is discussed further in the

Report of the Nomination and Governance Committee. In early 2024 Catherine Gubbins will join the Board as Executive Director and Chief

Financial Officer.

In accordance with the Company’s Articles of Association and Provision 18 of the Code, each of the Directors individually retire at each AGM

of the Company and, where appropriate, submit themselves for re-election. No reappointment is automatic and all Directors who intend

to submit themselves for re-election are subject to a full and rigorous evaluation. One of the main purposes of the evaluation is to assess

each Director’s suitability for re-election. If a Director is not deemed to be effective in carrying out his or her required duties, the Board will

not recommend that Director for re-election. In line with the Code, in the year under review, each Director, and the Board as a whole, were

subject to an internal evaluation. Details of the Board evaluation can be found on page 77. Following on from the evaluation, the Board Chair

and Board are pleased to recommend for re-election each of those Directors who intend to seek reappointment at the forthcoming AGM as

they continue to be effective and remain committed to their role on the Board.

Significant shareholdings

At 29 September 2023, the Company has been advised of the following notifiable interests in its ordinary share capital:

Shareholder

Notified

shareholding as

at 29 September

2023

Percentage of

total Ordinary

Shares in issue

Polaris Capital Management, LLC 67,119,773 13.00

Morgan Stanley & Co. International plc 29,297,648 5.96

Rubric Capital Management LP 27,415,831 5.20

Brandes Investment Partners, L.P. 25,375,324 5.12

Utah State Retirement Systems 15,474,404 3.20

The Goldman Sachs Group 15,001,314 3.10

Black Creek Investment Management Inc. 15,834,000 3.01

112 Greencore Group plc Annual Report and Financial Statements 2023

At 24 November 2023, the Company has been advised of the following notifiable interests in its ordinary share capital:

Shareholder

Notified

shareholding as

at 24 November

2023

Percentage of

total Ordinary

Shares in issue

Polaris Capital Management, LLC 62,751,510 12.97

Morgan Stanley & Co. International plc 29,297,648 5.96

Rubric Capital Management LP 27,415,831 5.20

Brandes Investment Partners, L.P. 25,375,324 5.12

Utah State Retirement Systems 15,474,404 3.20

The Goldman Sachs Group 15,001,314 3.10

Black Creek Investment Management Inc. 15,834,000 3.01

Other than these holdings, the Company has not been notified as at 24 November 2023 of any interest of 3% or more in its ordinary share

capital.

Accounting records

The Directors believe that they have complied with the requirements of Sections 281 to 285 of the Companies Act 2014 with regard to

maintaining adequate accounting records by employing accounting personnel with appropriate expertise and by providing adequate

resources to the Finance function. The accounting records of the Company are maintained at the Company’s registered office address at No.

2 Northwood Avenue, Northwood Business Park, Santry, Dublin 9, D09 X5N9, Ireland.

Research and development

The Group continued its research and development programme in relation to its principal activities during the year under review. Further

information is contained in Note 3 to the Group Financial Statements.

Political contributions

The Company made no political contributions which are required to be disclosed under the Electoral Act, 1997 (as amended).

Audit and Risk Committee

The Company has an Audit and Risk Committee, the members of which are set out on page 82.

Auditor

Deloitte Ireland LLP (‘Deloitte’) were appointed as external auditor in January 2019. At the AGM of the Company on 26 January 2023, under an

advisory resolution, the shareholders approved the reappointment of Deloitte as external auditor for its fifth year. Under Irish legislation, the

Company’s external auditor is automatically reappointed each year at the AGM unless the meeting passes a resolution to appoint a different

auditor or provides that the existing external auditor shall not be reappointed or, alternatively, if the auditor expresses its unwillingness to

continue in office. At the 2024 AGM, the Company intends to once again put an advisory resolution before shareholders in respect of the

continuation in office of Deloitte as external auditor.

As required under Section 381(1)(b) of the Companies Act 2014, a resolution authorising the Directors to determine the remuneration of the

external auditor will be proposed at the 2024 AGM.

Disclosure of information to the auditor

Each of the Directors individually confirm that:

• insofar as they are aware, there is no relevant audit information of which the Company’s statutory auditor is unaware; and

• they have taken all the steps that they ought to have taken as a Director in order to make themselves aware of any relevant audit

information and to establish that the Company’s statutory auditor is aware of such information.

The referenced sections are deemed to be incorporated within this Directors’ Report.

On behalf of the Board

Leslie Van de Walle Dalton Philips

Board Chair Director

Dublin

27 November 2023

Other statutory disclosures continued

113Strategic Report | Directors’ Report | Financial Statements | Other Information

Statement of Directors’ Responsibilities

The Directors are responsible for preparing

the Annual Report and Financial Statements

in accordance with applicable law and

regulations.

Company law requires the Directors to

prepare Financial Statements for each

financial year. Under that law the Directors

are required to prepare the Group Financial

Statements in accordance with International

Financial Reporting Standards (‘IFRS’) as

adopted by the European Union (‘EU’) and

with those parts of the Companies Act

2014 applicable to companies reporting

under IFRS. The Directors have elected to

prepare the Company Financial Statements

in accordance with FRS 101: Reduced

Disclosure Framework issued by the Financial

Reporting Council together with the

Companies Act 2014.

Under company law, Directors shall not

approve the Group and Company Financial

Statements unless they are satisfied that

they give a true and fair view of the assets,

liabilities and financial position of the Group

and Company respectively and of the

Group’s profit or loss for that financial year.

In preparing these Group and Company

Financial Statements, the Directors are

required to:

• select suitable accounting policies and

apply them consistently;

• make judgements and estimates that are

reasonable and prudent;

• state that the Group Financial Statements

have been prepared in accordance with

IFRS as adopted by the EU and as applied

in accordance with the Companies

Act 2014 and the Company Financial

Statements have been prepared in

accordance with FRS 101 together with

the Companies Act 2014;

• assess the Company and the Group’s

ability to continue as a going concern,

disclosing, as applicable, matters related

to going concern; and

• prepare the Financial Statements on

the going concern basis, unless it is

inappropriate to presume that the Group

or Company will continue in business.

The Directors are also required by the

Disclosure Guidance and Transparency

Rules of the UK Financial Conduct Authority

(the ‘Transparency Rules’) to include a

management report containing a fair review

of the business and a description of the

principal risks and uncertainties facing the

Group.

The Directors are responsible for keeping

adequate accounting records which disclose

with reasonable accuracy at any time the

assets, liabilities, financial position and

profit or loss of the Group and Company

and which enable them to ensure that the

Financial Statements of the Group and

Company comply with the provisions of

the Companies Act 2014. The Directors are

also responsible for taking all reasonable

steps to ensure such records are kept by the

Group’s subsidiaries which enable them to

ensure that the Financial Statements of the

Group comply with the provisions of the

Companies Act 2014. They are responsible

for such internal controls as they determine

is necessary to enable the preparation of

Financial Statements that are free from

material misstatement, whether due to fraud

or error, and have general responsibility for

safeguarding the assets of the Company and

the Group, and hence for taking reasonable

steps for the prevention and detection of

fraud and other irregularities. The Directors

are also responsible for preparing a Directors’

Report that complies with the requirements

of the Companies Act 2014.

Furthermore, the Directors are responsible

for the maintenance and integrity of

corporate and financial information

included on the Group’s website

(www.greencore.com). Legislation in

Ireland concerning the preparation and

dissemination of Financial Statements may

differ from legislation in other jurisdictions.

In accordance with the 2018 UK Corporate

Governance Code (the ‘Code’), the Directors

must provide an explanation of their

responsibility for preparing the Annual

Report and Financial Statements and

state, having taken all relevant matters into

consideration, whether they consider that

the Annual Report and Financial Statements,

taken as a whole, is fair, balanced and

understandable and provides shareholders

with the information necessary to assess

the Group’s position, performance, business

model and strategy.

The Directors confirm that they have

complied with the above requirements in

preparing the Annual Report and Financial

Statements.

Responsibility statement in regard to

Annual Report

Each of the Directors, whose names and

functions are listed on pages 62 and 63 of

this Annual Report and Financial Statements,

confirm that, to the best of each person’s

knowledge and belief:

as required by the Transparency Rules:

• the Group Financial Statements, prepared

in accordance with IFRS as adopted

by the EU and the Company Financial

Statements prepared in accordance with

FRS 101: Reduced Disclosure Framework,

give a true and fair view of the assets,

liabilities, financial position of the Group

and Company at 29 September 2023 and

the profit of the Group for the year then

ended;

• the Directors’ Report contained in this

Annual Report and Financial Statements

includes a fair review of the development

and performance of the business and

the position of the Group and Company,

together with a description of the

principal risks and uncertainties that they

face; and

as required by the Code:

• this Annual Report and Financial

Statements, taken as a whole, is fair,

balanced and understandable and

provides the information necessary

for shareholders to assess the Group’s

position, performance, business model

and strategy.

On behalf of the Board

Leslie Van de Walle

Board Chair

Dalton Philips

Director

Dublin

27 November 2023

114 Greencore Group plc Annual Report and Financial Statements 2023

Independent Auditor’s Report

to the members of Greencore Group plc

Report on the audit of the financial statements

Opinion on the financial statements of Greencore Group plc (the ‘Company’)

In our opinion the Group and Company financial statements:

• give a true and fair view of the assets, liabilities and financial position of the Group and the Company as at 29 September 2023 and of the

profit of the Group for the financial year then ended; and

• have been properly prepared in accordance with the relevant financial reporting frameworks and, in particular, with the requirements of the

Companies Act 2014.

The financial statements we have audited comprise:

The Group financial statements:

• the Group Income Statement;

• the Group Statement of Comprehensive Income;

• the Group Statement of Financial Position;

• the Group Statement of Cash Flows;

• the Group Statement of Changes in Equity; and

• the related notes 1 to 33, including a summary of significant accounting policies as set out in Note 1.

The Company financial statements:

• the Company Statement of Financial Position;

• the Company Statement of Changes in Equity; and

• the related notes 1 to 10, including a summary of significant accounting policies as set out in Note 1.

The relevant financial reporting framework that has been applied in the preparation of the Group financial statements is the Companies Act

2014 and International Financial Reporting Standards (IFRS) as adopted by the European Union (‘the relevant financial reporting framework’).

The relevant financial reporting framework that has been applied in the preparation of the Company financial statements is the Companies

Act 2014 and FRS 101 ‘Reduced Disclosure Framework’ issued by the Financial Reporting Council (‘the relevant financial reporting framework’).

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (Ireland) (ISAs (Ireland)) and applicable law. Our

responsibilities under those standards are described below in the ‘Auditor’s responsibilities for the audit of the financial statements’

section of our report.

We are independent of the Group and Company in accordance with the ethical requirements that are relevant to our audit of the financial

statements in Ireland, including the Ethical Standard issued by the Irish Auditing and Accounting Supervisory Authority, as applied to listed

entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

115Strategic Report | Directors’ Report | Financial Statements | Other Information

Summary of our audit approach

Key Audit Matters

The Key Audit Matters that we identified in the current year were:

• Impairment of Goodwill; and

• Recoverability of Investment in Subsidiary Undertakings (Company only Key Audit Matter)

Within this report, any new Key Audit Matters are identified with

and any Key Audit Matters which are the same as

the prior year are identified with

Materiality

The materiality for the Group that we used in the current year was £3m which was determined on the basis of Net

Assets representing 0.7% of this benchmark (2022: £3m, representing 0.6% of Net Assets).

The materiality for the Company that we used in the current year was £1.65m which was determined on the basis of

Net Assets representing 0.5% of this benchmark (2022: £1.65m, representing 0.4% of Net Assets).

Scoping

We determined the scope of our Group audit by obtaining an understanding of the Group and its environment and

assessing the risks of material misstatement at the Group level.

Our audit scoping provides coverage of 100% of revenue, and 99.8% of net assets (2022: 100% of revenue and 99.8%

of net assets).

Significant changes in

our approach

Key audit matters considered in the prior year were broadly aligned with the items identified above, but also included

going concern. Going concern is not considered a key audit matter in our audit of the current financial year as the risk

associated with it has reduced compared to the prior year, especially due to stabilising macro-economic conditions.

There are no new key audit matters identified this year.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the Directors’ use of the going concern basis of accounting in the preparation of

the financial statements is appropriate.

Our evaluation of the Directors’ assessment of the Group and Company’s ability to continue to adopt the going concern basis of accounting

included:

• We evaluated the design and determined the implementation of the relevant controls in place over the Directors’ review of the going

concern cash flow projections and various scenarios.

• Subsequent to the year end, the Group refinanced its debt facilities. We reviewed the amendments to the Group’s re-financing agreements

and obtained an understanding of the debt covenants applicable to the Group and the respective impact going forward in the going

concern cash flow projections.

• We challenged the Directors’ assumptions used in their going concern assessment, the basis for their evaluation and inclusion of

sensitivities to incorporate the risks and uncertainties related to macro-economic factors such as supply chain disruption, labour

challenges, inflationary pressures, and climate risk on future trading.

• We have evaluated the Directors’ assessment of the risks and uncertainties related to macro-economic factors and the adequacy of

disclosures in relation to the specific risks these pose.

• We performed sensitivity analysis using alternative, reasonably possible assumptions and other market trading challenges such as inflation

and recessionary pressures. We compared outputs from the Group’s cash flow projections and from our sensitivity analysis to the

Directors’ proforma covenant compliance calculations.

• We evaluated the completeness and accuracy of the disclosures made in the Basis of Preparation Note 1 by reference to the understanding

we had obtained of the Group’s financial performance during 2023, our assessment of Directors’ cash flow projections and our reading of

the Group’s financing agreements.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually

or collectively, may cast significant doubt on the Group and Company’s ability to continue as a going concern for a period of at least twelve

months from when the financial statements are authorised for issue.

In relation to the reporting on how the Group has applied the UK Corporate Governance Code, we have nothing material to add or draw

attention to in relation to the Directors’ statement in the financial statements about whether the Directors considered it appropriate to

continue to adopt the going concern basis of accounting.

Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections of this report.

116 Greencore Group plc Annual Report and Financial Statements 2023

Independent Auditor’s Report continued

to the members of Greencore Group plc

Key Audit Matters

Key Audit Matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of

the current financial year and include the most significant assessed risks of material misstatement (whether or not due to fraud) we identified,

including those which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit; and directing the efforts of

the engagement team.

These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we

do not provide a separate opinion on these matters.

Impairment of Goodwill

Key Audit Matter description

As stated in Note 12 (Goodwill and Intangible Assets), the Group held £447.3m (2022: £449.4m) of goodwill as

at 29 September 2023 which represents 34.5% of the Group’s total assets. The accounting policies in relation to

Goodwill are described in Note 1 (Significant Sources of Accounting Estimates) to the financial statements.

Directors’ judgement is required in identifying indicators of impairment, and estimation is required in

determining the recoverable amount of the Group’s cash generating unit (‘CGU’). There is a risk that an

impairment of goodwill has arisen which has not been appropriately identified. As a result, the balances

could be overstated on the Statement of Financial Position at year-end due to the use of inappropriate

inputs and assumptions within the impairment model, in particular the discount rate and the long-term

growth rate. This risk relates to the Group’s Convenience Foods UK CGU as it accounts for 100% of the

Group’s goodwill balance.

When a review for impairment is carried out, the recoverable amount of the CGU is compared to its

carrying value. The recoverable amount is determined based on value in use calculations which rely on

Directors’ assumptions and estimates of future trading performance. These assumptions and estimates may

be impacted by the continuing risks and uncertainties arising from the Russia-Ukraine conflict and other

macro-economic factors such as supply chain disruption, labour challenges, inflationary pressures, climate

risk and potentially rising interest rates, resulting in reduced headroom, and potentially impairment in the

carrying value of goodwill.

The key assumptions utilised by the Directors in the impairment reviews are discount rates and long-term

growth rate. A small change in these specific assumptions could have a significant impact on the value in

use calculation, therefore this is considered a Key Audit Matter.

The Audit and Risk Committee’s discussion of goodwill is set out on page 85.

How the scope of our audit

responded to the Key Audit

Matter

In order to address the Key Audit Matter, our procedures included the following:

We evaluated the design and determined the implementation of the relevant controls in place over the

Directors’ impairment review process.

We, in conjunction with our valuation specialists, evaluated the methodology applied by the Directors in

preparing the value in use calculations and the judgements applied in determining the CGU.

We challenged the underlying key assumptions within the Group’s impairment model, focusing on the

discount rates and profitability growth rates. We challenged the Group’s scenarios with reference to recent

performance, economic and industry forecasts and trend analysis including historic growth rates and

market available information.

We also challenged the cash flow projections by comparing them to historic rates and Group strategic plans.

We assessed the reasonableness of related assumptions used in determining terminal values.

We developed an independent view of the key assumptions used in the model, in particular, the Group

discount rate and long-term growth rate, and benchmarked the rates used by Directors against market

data and comparable organisations. We also assessed any changes made to the impairment model when

calculating the headroom available.

We evaluated the Directors’ sensitivity analysis and performed our own sensitivity analysis on the key

assumptions used.

We evaluated the completeness and accuracy of the disclosures in relation to goodwill and whether they

meet the requirements of the relevant accounting standards.

Key observations

Based on the procedures performed, we have determined the Directors’ assumptions used in the

assessment of the impairment of goodwill are reasonable.

We concluded that the related disclosures provided in the Group Financial Statements are appropriate.

117Strategic Report | Directors’ Report | Financial Statements | Other Information

Recoverability of Investment in Subsidiary Undertakings (Company only Key Audit Matter)

Key Audit Matter description

As outlined in Note 1 (Significant accounting judgements) to the Company financial statements, investments

in subsidiary undertakings are carried at cost less impairment. Investment in subsidiary undertakings is

significant and represents over 99% of total assets recorded on the Company Statement of Financial Position.

Impairments in subsidiary undertakings are determined with reference to the individual subsidiary

undertakings’ recoverable value, which could have been adversely effected by the current environment.

Directors’ judgements around valuation of investments in subsidiaries are considered significant judgements

given the magnitude of the investments on the Company Statement of Financial Position. With limited

headroom, changes in judgements resulting in reduced recoverable value could result in material

impairment in the Company income statement.

Given the significant judgement involved in assessing the recoverable value of the investments held in

subsidiary undertakings, we have considered this to be a Key Audit Matter at the Company level.

The Audit and Risk Committee’s discussion of Investment in Subsidiaries is set out on page 85.

How the scope of our audit

responded to the Key Audit

Matter

In order to address the Key Audit Matter, our procedures included the following:

We evaluated the design and determined the implementation of the relevant controls in place over the

Directors’ impairment review process.

We assessed the recoverable value of subsidiary undertakings for any objective indicators of impairment

and tested the accuracy of Directors’ calculations.

We confirmed that the Directors used the most up to date financial information in their valuation models

and assessed the reasonableness of the assumptions made in determining the recoverable amount of their

investments in subsidiaries.

Key observations

The Directors have recorded an impairment charge of £1.5m in relation to the investments held in

subsidiary undertakings. We have no other observations in respect of the recoverability of investment in

subsidiary undertakings.

Our audit procedures relating to these matters were designed in the context of our audit of the financial statements as a whole, and not to

express an opinion on individual accounts or disclosures. Our opinion on the financial statements is not modified with respect to any of the

risks described above, and we do not express an opinion on these individual matters.

Our application of materiality

We define materiality as the magnitude of misstatement that makes it probable that the economic decisions of a reasonably knowledgeable

person, relying on the financial statements, would be changed or influenced. We use materiality both in planning the scope of our audit work

and in evaluating the results of our work.

Based on our professional judgement, we determined materiality for the financial statements as a whole as follows:

Group financial statements Company financial statements

Materiality

£3m (2022: £3m) £1.65m (2022: £1.65m)

Basis for determining

materiality

Approximately 0.7% of Net Assets (2022: 0.6% of Net

Assets).

Approximately 0.5% of Net Assets (2022: 0.4% of Net

Assets).

Rationale for the

benchmark applied

We considered Net Assets to be the critical component

for determining materiality because it represents the

cumulative undistributed gains and capital and reserves

of the Group. In determining materiality, we considered

the Group’s profitability, and the decrease in the net

asset position of the Group since last year. However,

given the continuing uncertainties relating to the

potential impact of the Russia-Ukraine conflict, supply

chain issues and inflationary pressures, we considered

that remaining at a stable level of Group materiality was

most appropriate.

We considered Net Assets to be the critical component

for determining materiality because the Company

is a non-trading company, which does not generate

revenues but incurs costs. Net Assets are of most

relevance to the users of the financial statements.

Given the continuing uncertainties relating to the

potential impact of the Russia-Ukraine conflict, supply

chain issues and inflationary pressures, we considered

that remaining at a stable level of Company materiality

was most appropriate.

118 Greencore Group plc Annual Report and Financial Statements 2023

Independent Auditor’s Report continued

to the members of Greencore Group plc

Net Assets

Materiality

£3m

Audit Committee

reporting threshol

£0.15m

t Assets

£459.8m

We set performance materiality at a level lower than materiality to reduce the probability that, in aggregate, uncorrected and undetected

misstatements exceed the materiality for the financial statements as a whole.

Group financial statements Company financial statements

Performance materiality

80% of Group materiality 80% of Company materiality

Basis and rationale

for determining

performance materiality

In determining performance materiality, we considered the following factors:

a. our understanding of the entity and its environment and the impact of various macro-economic factors,

b. the financial performance of the Group and Company since last year,

c. risks identified in relation to potential labour shortages, supply chain disruption, the rising impact of interest

rates and inflation affecting the trading environment,

d. the nature, volume, and size of misstatements (corrected and uncorrected) in the previous audit,

e. the likelihood of the prior year misstatements reoccurring in the current year audit.

We agreed with the Audit and Risk Committee that we would report to them any audit differences in excess of £0.15m, as well as differences

below that threshold which, in our view, warranted reporting on qualitative grounds. We also report to the Audit and Risk Committee on

disclosure matters that we identified when assessing the overall presentation of the financial statements.

An overview of the scope of our audit

We determined the scope of our Group audit by obtaining an understanding of the Group and its environment, including Group-wide

controls, and assessing the risks of material misstatement at the Group level. In determining our audit scope, we considered the changes in

the Group structure, including the amalgamation of reporting components during the year. Based on that assessment, we focused our Group

audit scope primarily on the audit of 6 trading components which were subject to a full scope audit and 15 non-trading, investment holding or

financing components which were subject to specified audit procedures where the extent of our testing was based on our assessment of the

associated risks of material misstatement and of the materiality of the component operations to the Group. The remaining components of the

Group were subject to analytical procedures.

These components were selected based on the level of coverage achieved and to provide an appropriate basis for undertaking audit work to

address the risks of material misstatement identified above. Our audit work for all components was executed at levels of materiality applicable

to each individual component which were lower than Group materiality and ranged from £0.9m to £2.1m.

At the Group level, we also tested the consolidation process and carried out analytical procedures to confirm our conclusion that there were

no significant risks of material misstatement of the aggregated financial information of the remaining components not subject to a full audit.

95.8%

4.2%

22%

0.2%

77.8%

Net Assets

Full Scope Audits

Specified Audit

Procedures

Analytical Procedures

Full Scope Audits

Specified Audit

Procedures

Analytical Procedures

Revenue

Revenue Net Assets

Full Scope Audits 95.8% 77.8%

Specified Audit Procedures 4.2% 22.0%

Analytical Procedures – 0.2%

During the year, the Group audit team, while adopting a hybrid approach of in-person and virtual meetings, attended planning meetings at

a number of significant and non-significant components in all key locations. In addition to attending planning meetings, we sent detailed

instructions to our component audit teams, included them in our team briefings, discussed their risk assessment, attended client planning and

closing meetings, and reviewed their audit working papers.

Our application of materiality continued

119Strategic Report | Directors’ Report | Financial Statements | Other Information

Other information

The other information comprises the information included in the Annual Report and Financial Statements, other than the financial statements

and our auditor’s report thereon. The Directors are responsible for the other information contained within the Annual Report and Financial

Statements.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our

report, we do not express any form of assurance conclusion thereon.

Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with

the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material

inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial

statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material

misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Responsibilities of Directors

As explained more fully in the Statement of Directors’ Responsibilities, the Directors are responsible for the preparation of the financial

statements and for being satisfied that they give a true and fair view and otherwise comply with the Companies Act 2014, and for such internal

control as the Directors determine is necessary to enable the preparation of financial statements that are free from material misstatement,

whether due to fraud or error.

In preparing the financial statements, the Directors are responsible for assessing the Group and 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 Company or to cease operations, or have no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement,

whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance,

but is not a guarantee that an audit conducted in accordance with ISAs (Ireland) will always detect a material misstatement when it exists.

Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected

to influence the economic decisions of users taken on the basis of these financial statements.

A further description of our responsibilities for the audit of the financial statements is located on IAASA’s website at: Description of the

auditor’s responsibilities for the audit of the financial statements – IAASA. This description forms part of our auditor’s report. This description

forms part of our auditor’s report.

Extent to which the audit was considered capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our

responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our

procedures are capable of detecting irregularities, including fraud is detailed below.

Identifying and assessing potential risks related to irregularities

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and

regulations, we considered the following:

• the nature of the industry and sector, control environment and business performance including the design of the Group and Company’s

remuneration policies, key drivers for Directors’ remuneration, bonus levels and performance targets;

• results of our enquiries of management including legal department, General Counsel and Corporate Secretary and the Audit Committee

about their own identification and assessment of the risks of irregularities;

• any matters we identified having obtained and reviewed the Group and Company’s documentation of their policies and procedures

relating to:

– identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of non-compliance;

– detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud;

– the internal controls established to mitigate risks of fraud or non-compliance with laws and regulations;

• the matters discussed among the audit engagement team, component audit teams and relevant internal specialists, including tax,

valuations, pensions and IT regarding how and where fraud might occur in the financial statements and any potential indicators of fraud.

As a result of these procedures, we considered the opportunities and incentives that may exist within the organisation for fraud and identified

the greatest potential for fraud in the area of revenue recognition (rebates and discounts). In common with all audits under ISAs (Ireland), we

are also required to perform specific procedures to respond to the risk of management override.

We also obtained an understanding of the legal and regulatory framework that the Group and Company operates in, focusing on provisions

of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements.

The key laws and regulations we considered in this context included the Companies Act 2014, UK Corporate Governance Code 2018, London

Stock Exchange Listing Rules, Irish tax laws and UK tax laws.

120 Greencore Group plc Annual Report and Financial Statements 2023

Independent Auditor’s Report continued

to the members of Greencore Group plc

Extent to which the audit was considered capable of detecting irregularities, including fraud continued

Identifying and assessing potential risks related to irregularities continued

In addition, we considered provisions of other laws and regulations that do not have a direct effect on the financial statements but compliance

with which may be fundamental to the Group and Company’s ability to operate or to avoid a material penalty. These included the Group and

Company’s operating licence and environmental regulations.

Audit response to risks identified

As a result of performing the above, we did not identify any key audit matters related to the potential risk of fraud or non-compliance with laws

and regulations.

Our procedures to respond to risks identified included the following:

• reviewing the financial statements disclosures and testing to supporting documentation to assess compliance with provisions of relevant

laws and regulations described as having a direct effect on the financial statements;

• enquiring of management, the Audit and Risk Committee and in-house and external legal counsel concerning actual and potential

litigation and claims;

• performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due

to fraud;

• reading minutes of meetings of those charged with governance and reviewing internal audit reports.

• in addressing the presumed risk of fraud in revenue recognition (rebates and discounts), our procedures included:

– obtaining an understanding of and assessing the relevant controls in place over the various selling and rebate arrangements within

the Group;

– obtaining reconciliations showing the movements on rebates and discounts during the year. On a sample basis, we agreed a number

of rebates and discounts for the year to customer agreements and assessed whether there were any material one off or unusual

transactions during the year;

– considering material adjustments and renegotiations which occurred during the year and reviewed the accounting treatment to ensure

compliance with the requirements of IFRS 15.

• in addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries and other

adjustments; assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluating the

business rationale of any significant transactions that are unusual or outside the normal course of business.

We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members including

internal specialists and component audit teams, and remained alert to any indications of fraud or non-compliance with laws and regulations

throughout the audit.

Report on other legal and regulatory requirements

Opinion on other matters prescribed by the Companies Act 2014

Based solely on the work undertaken in the course of the audit, we report that:

• We have obtained all the information and explanations which we consider necessary for the purposes of our audit.

• In our opinion the accounting records of the Company were sufficient to permit the financial statements to be readily and properly audited.

• The Company Statement of Financial Position is in agreement with the accounting records.

• In our opinion the information given in the Directors’ Report is consistent with the financial statements and the Directors’ Report and has

been prepared in accordance with the Companies Act 2014.

Corporate Governance Statement

The Listing Rules and ISAs (Ireland) require us to review the Directors’ statement in relation to going concern, longer-term viability and the

part of the Corporate Governance Statement relating to the Group’s compliance with the provisions of the UK Corporate Governance Code

specified for our review.

Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the Corporate Governance

Statement is materially consistent with the financial statements and our knowledge obtained during the audit:

• the Directors’ statement with regards the appropriateness of adopting the going concern basis of accounting and any material

uncertainties identified set out on page 58;

• the Directors’ explanation as to its assessment of the Group’s prospects, the period this assessment covers and why the period is

appropriate set out on page 58;

• the Directors’ statement on fair, balanced and understandable set out on page 113;

• the board’s confirmation that it has carried out a robust assessment of the emerging and principal risks and the disclosures in the Annual

Report and Financial Statements that describe the principal risks and the procedures in place to identify emerging risks and an explanation

of how they are being managed or mitigated set out on page 108;

• the section of the Annual Report and Financial Statements that describes the review of effectiveness of risk management and internal

control systems set out on page 83; and

• the section describing the work of the Audit and Risk Committee set out on page 82 to page 87.

Matters on which we are required to report by exception

Based on the knowledge and understanding of the Group and the Company and its environment obtained in the course of the audit, we have

not identified material misstatements in the Directors’ Report.

121Strategic Report | Directors’ Report | Financial Statements | Other Information

We have nothing to report in respect of the provisions in the Companies Act 2014 which require us to report to you if, in our opinion, the

disclosures of Directors’ remuneration and transactions specified by law are not made.

Use of our report

This report is made solely to the Company’s members, as a body, in accordance with Section 391 of the Companies Act 2014. Our audit

work has been undertaken so that we might state to the Company’s members those matters we are required to state to them in an auditor’s

report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the

Company and the Company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

Kevin Sheehan

For and on behalf of Deloitte Ireland LLP

Chartered Accountants and Statutory Audit Firm

Deloitte & Touche House, Earlsfort Terrace, Dublin 2

27 November 2023

Notes: An audit does not provide assurance on the maintenance and integrity of the website, including controls used to achieve this, and in

particular on whether any changes may have occurred to the financial statements since first published. These matters are the responsibility of

the directors but no control procedures can provide absolute assurance in this area.

Legislation in Ireland governing the preparation and dissemination of financial statements differs from legislation in other jurisdictions.

122 Greencore Group plc Annual Report and Financial Statements 2023

Group Income Statement

financial year ended 29 September 2023

2023* 2022

Notes

Pre-

exceptional

£m

Exceptional

(Note 7)

£m

Total

£m

Pre-

exceptional

£m

Exceptional

(Note 7)

£m

Total

£m

Revenue 2 1 , 913 .7 – 1 ,913 .7 1 ,7 39.6 – 1, 739. 6

Cost of sales (1 , 34 4.9) – (1 , 34 4.9) (1, 2 16 .6) – (1, 2 16 .6)

Gross profit 568.8 – 568.8 523.0 – 52 3.0

Operating costs before acquisition-

related amortisation 3 (491 .4) (6 .7) (49 8. 1) (44 9.6) (16 . 5) (4 66 . 1)

Impairment of trade receivables 22 (1 . 1) – (1 .1) (1.2) – (1.2)

Group operating profit/(loss) before

acquisition related amortisation 76 . 3 (6 .7) 69.6 72. 2 (16 . 5) 55 .7

Amortisation of acquisition-related intangibles (3 .6) – (3.6) (3 .6) – (3.6)

Group operating profit/(loss) 72 .7 (6 .7) 66.0 68 .6 (16. 5) 52.1

Finance income 8 0.7 – 0.7 0. 2 – 0.2

Finance costs 8 (2 1 .5) – (21 .5) (1 2. 5) – (1 2. 5)

Profit/(loss) before taxation 51.9 (6. 7) 45. 2 56. 3 (16. 5) 39. 8

Taxation 9 (10. 5) 1.2 (9. 3) (10. 5) 3.0 (7. 5)

Profit/(loss) for the financial year attributable

to the equity holders 41 . 4 (5. 5) 35 .9 45. 8 (13 .5) 32 .3

Earnings per share (pence)

Basic earnings per share 10 7. 2 6.2

Diluted earnings per share 10 7. 2 6.1

* The financial year is the 52 week period ended 29 September 2023 with comparatives for the 53 week period ended 30 September 2022.

123Strategic Report | Directors’ Report | Financial Statements | Other Information

Group Statement of Comprehensive Income

financial year ended 29 September 2023

Notes

2023*

£m

2022

£m

Other comprehensive income for the financial year

Items that will not be reclassified to profit or loss:

Actuarial (loss)/gain on Group legacy defined benefit pension schemes 5 (9. 2) 14 .4

Tax charge on Group legacy defined benefit pension schemes 9 (0.6) (4 . 1)

(9. 8) 10. 3

Items that may subsequently be reclassified to profit or loss:

Currency translation adjustment (0. 5) 1.8

Translation reserve transferred to income statement on disposal of subsidiary (0.6) –

Cash flow hedges:

fair value movement taken to equity (3. 1) 8. 5

transferred to Income Statement for the financial year (1 . 5) (1 .6)

(5.7) 8 .7

Other comprehensive income for the financial year (15 .5) 19. 0

Profit for the financial year 35.9 32 . 3

Total comprehensive income for the financial year attributable to equity holders 20.4 51 . 3

* The financial year is the 52 week period ended 29 September 2023 with comparatives for the 53 week period ended 30 September 2022.

124 Greencore Group plc Annual Report and Financial Statements 2023

Group Statement of Financial Position

at 29 September 2023

Notes

2023

£m

2022

£m

ASSETS

Non-current assets

Goodwill and intangible assets 12 4 61 . 1 468. 1

Property, plant and equipment 13 31 5 .5 319. 4

Right-of-use assets 14 41 .0 4 4.4

Investment property 15 4 .6 3 .1

Retirement benefit assets 24 18 .4 39. 8

Derivative financial instruments 21 3 .7 12.4

Deferred tax assets 9 28.8 3 7. 1

Trade and other receivables 0.1 0. 3

Total non-current assets 873. 2 924 . 6

Current assets

Inventories 16 72.9 63. 3

Trade and other receivables 17 23 4.2 24 8 . 7

Cash and cash equivalents 19 116 .5 99.6

Derivative financial instruments 21 0.9 2. 5

Total current assets 424. 5 414. 1

Total assets 1 , 2 97. 7 1, 338.7

EQUITY

Capital and reserves attributable to equity holders of the Company

Share capital 25 4.8 5 .2

Share premium 89.7 89. 7

Other reserves 120.8 1 2 7. 8

Retained earnings 24 4. 5 242 . 9

Total equity 459. 8 4 65.6

LIABILITIES

Non-current liabilities

Borrowings 20 125.8 20 9. 8

Lease liabilities 14 30. 7 33 .6

Other payables 18 2 .4 2.7

Provisions 23 6 .9 5. 2

Retirement benefit obligations 24 38 .5 60.1

Deferred tax liabilities 9 15.2 18 .9

Total non-current liabilities 219. 5 330.3

Current liabilities

Borrowings 20 144 .7 69.8

Trade and other payables 18 446.0 445 .1

Lease liabilities 14 14. 3 14. 4

Derivative financial instruments 21 – 0.1

Provisions 23 3.0 4.7

Current tax payable 10. 4 8.7

Total current liabilities 618. 4 5 42. 8

Total liabilities 8 3 7. 9 873 .1

Total equity and liabilities 1 , 2 9 7. 7 1, 338 .7

On behalf of the Board

Leslie Van de Walle Dalton Philips

Director Director

125Strategic Report | Directors’ Report | Financial Statements | Other Information

Group Statement of Cash Flows

financial year ended 29 September 2023

Notes

2023*

£m

2022

£m

Profit before taxation 45. 2 3 9.8

Finance income 8 (0.7) (0. 2)

Finance costs 8 21 . 5 1 2.5

Exceptional items 7 6.7 16 . 5

Group operating profit before exceptional items 72 .7 6 8.6

Depreciation and impairment of property, plant and equipment and right-of-use assets 13, 14 56 .8 52. 5

Amortisation of intangible assets 12 6. 3 6.7

Employee share-based payment expense 3.3 2.7

Contributions to Group legacy defined benefit pension scheme 24 (11 . 1) (1 1 .5)

Working capital movement 26 2.2 2.0

Net cash inflow from operating activities before exceptional items, interest and tax 130. 2 121 .0

Cash outflow related to exceptional items 7 (10.9) (13.6)

Interest paid (including lease liability interest) (17 .6) (16 .7)

Tax (paid)/refunded (2 .7) 2.2

Net cash inflow from operating activities 99. 0 92.9

Cash flow from investing activities

Purchase of property, plant and equipment (36.0) (4 8 .6)

Purchase of intangible assets (1 .4) (1 .4)

Disposal of undertakings 28 6. 1 –

Net cash outflow from investing activities (31 . 3) (50.0)

Cash flow from financing activities

Ordinary Shares purchased – own shares (3. 9) (3.0)

Capital return via share buyback (26. 2) (8.8)

(Repayment)/drawdown of bank borrowings 22 (20. 2) 9. 6

Repayment of Private Placement Notes 22 (1 5. 5) (4 7. 3)

Settlement of swaps on maturity of Private Placement Notes (0. 1) (2.6)

Repayment of lease liabilities 14 (1 5.6) (1 7. 3)

Net cash outflow from financing activities (81 . 5) (69.4)

Net decrease in cash and cash equivalents and bank overdrafts (13 .8) (26 . 5)

Reconciliation of opening to closing cash and cash equivalents and bank overdrafts

Cash and cash equivalents and bank overdrafts at beginning of the financial year 19 46.7 73.6

Translation adjustment (0.1) (0.4)

Decrease in cash and cash equivalents and bank overdrafts (1 3. 8) (26 . 5)

Cash and cash equivalents and bank overdrafts at end of the financial year 19 32 . 8 46.7

* The financial year is the 52 week period ended 29 September 2023 with comparatives for the 53 week period ended 30 September 2022.

126 Greencore Group plc Annual Report and Financial Statements 2023

capital

£m

premium

£m

Other

reserves

£m

Retained

earnings

£m

Total

equity

£m

At 30 September 2022 5 .2 8 9.7 1 2 7. 8 242.9 465.6

Total comprehensive income for the financial year

Actuarial loss on Group legacy defined benefit pension schemes – – – (9. 2) (9. 2)

Tax charge on Group legacy defined benefit pension schemes – – – (0.6) (0.6)

Currency translation adjustment – – (0. 5) – (0. 5)

Translation reserve transferred to Income Statement on disposal of subsidiary – – (0 .6) – (0.6)

Cash flow hedge fair value movement taken to equity – – (3.1) – (3.1)

Cash flow hedge transferred to income statement – – (1 . 5) – (1 . 5)

Profit for the financial year – – – 35. 9 35.9

Total comprehensive income for the financial year – – (5 .7) 26. 1 20. 4

Transactions with equity holders of the Company

contributions and distributions

Employee share-based payments expense – – 3.6 – 3.6

Tax on share-based payments – – – 0. 3 0. 3

Exercise, lapse or forfeit of share-based payments – – (3. 3) 3. 3 –

Shares acquired by Employee Benefit Trust

(A)

– – (3 .9) – (3. 9)

Transfer to retained earnings on grant of shares to beneficiaries

of the Employee Benefit Trust

(B)

– – 1 .9 (1 . 9) –

Capital return via share buyback

(C)

(0.4) – 0.4 (26 .2) (26. 2)

Total transactions with equity holders of the Company (0.4) – (1 .3) (24. 5) (26. 2)

At 29 September 2023* 4.8 8 9.7 120.8 244 . 5 459. 8

capital

£m

premium

£m

Other

reserves

£m

Retained

earnings

£m

Total

£m

At 24 September 2021 5.3 89. 7 121 .4 2 06.8 423 . 2

Total comprehensive income for the financial year

Actuarial gain on Group legacy defined benefit pension schemes – – – 14 .4 14. 4

Tax charge on Group legacy defined benefit pension schemes – – – (4. 1) (4 .1)

Currency translation adjustment – – 1.8 – 1.8

Cash flow hedge fair value movement taken to equity – – 8.5 – 8. 5

Cash flow hedge transferred to income statement – – (1 .6) – (1 .6)

Profit for the financial year – – – 32. 3 32. 3

Total comprehensive income for the financial year – – 8.7 42.6 51 . 3

Transactions with equity holders of the Company

contributions and distributions

Employee share-based payments expense – – 3.0 – 3.0

Tax on share-based payments – – – (0. 1) (0.1)

Exercise, lapse or forfeit of share-based payments – (2 .8) 2.8 –

Shares acquired by Employee Benefit Trust

(A)

– – (3.0) – (3.0)

Transfer to retained earnings on grant of shares to beneficiaries

of the Employee Benefit Trust

(B)

– – 0.4 (0.4) –

Capital return via share buyback

(C)

(0.1) – 0.1 (8.8) (8.8)

Total transactions with equity holders of the Company (0.1) – (2. 3) (6 .5) (8.9)

At 30 September 2022* 5.2 89.7 1 2 7. 8 24 2 .9 465 .6

Group Statement of Changes in Equity

financial year ended 29 September 2023

127Strategic Report | Directors’ Report | Financial Statements | Other Information

Other reserves

Share-

based

payment

reserve

(D)

£m

Own

(E)

£m

Undenominated

capital

reserve

(F)

£m

Hedging

reserve

(G)

£m

Foreign

currency

translation

reserve

(H)

£m

Total

£m

At 30 September 2022 3.8 (4. 4) 120. 5 8.1 (0. 2) 1 2 7. 8

Total comprehensive income for the financial year

Currency translation adjustment – – – – (0. 5) (0. 5)

Translation reserve transferred to Income Statement on disposal of

subsidiary – – – – (0.6) (0.6)

Cash flow hedge taken to equity – – – (3. 1) – (3. 1)

Cash flow hedge transferred to Income Statement – – – (1 .5) – (1 .5)

Total recognised income and expense for the financial year – – – (4. 6) (1 . 1) (5.7)

Transactions with equity holders of the Company

contributions and distributions

Employee share-based payments expense 3.6 – – – – 3.6

Exercise, lapse or forfeit of share options (3. 3) – – – – (3 .3)

Shares acquired by Employee Benefit Trust

(A)

– (3.9) – – – (3 .9)

Transfer to retained earnings on grant of shares to beneficiaries

of the Employee Benefit Trust

(B)

– 1 .9 – – – 1 .9

Capital return via share buyback

(C)

– – 0.4 – – 0.4

Total transactions with equity holders of the Company 0.3 (2 .0) 0.4 – – (1 . 3)

At 29 September 2023* 4.1 (6 .4) 120.9 3.5 (1 . 3) 120. 8

Share-

based

payment

reserve

(D)

£m

Own

(E)

£m

Undenominated

capital

reserve

(F)

£m

Hedging

reserve

(G)

£m

Foreign

currency

translation

reserve

(H)

£m

Total

£m

At 24 September 2021 3.6 (1 .8) 1 20.4 1.2 (2.0) 121.4

Total comprehensive income for the financial year

Currency translation adjustment – – – – 1 .8 1.8

Cash flow hedge taken to equity – – – 8.5 – 8.5

Cash flow hedge transferred to Income Statement – – – (1.6) – (1 .6)

Total recognised income and expense for the financial year – – – 6 .9 1 .8 8.7

Transactions with equity holders of the Company

contributions and distributions

Employee share-based payments expense 3.0 – – – – 3.0

Exercise, lapse or forfeit of share options (2.8) – – – – (2 .8)

Shares acquired by Employee Benefit Trust

(A)

– (3 .0) – – – (3.0)

Transfer to retained earnings on grant of shares to beneficiaries of

the Employee Benefit Trust

(B)

– 0.4 – – – 0.4

Capital return via share buyback

(C)

– – 0. 1 – – 0.1

Total transactions with equity holders of the Company 0.2 (2 .6) 0. 1 – – (2. 3)

At 30 September 2022* 3.8 (4 .4) 1 20. 5 8.1 (0. 2) 1 2 7. 8

* The financial year is the 52 week period ended 29 September 2023 with comparatives for the 53 week period ended 30 September 2022.

(A) Pursuant to the terms of the Employee Benefit Trust 5,688,856 shares (2022: 2,180,216) were purchased during the financial year ended 29 September 2023 for a cash

cost of £3 .9m (2022: £3 .0m). Further details are set out in Note 25.

(B) During the financial year, 1,540,738 (2022: 290,044) shares with a nominal value at the date of transfer of £0.01 5m (2022: £0.0 029m) at a cost of £1 .9m (2022: £0. 4m)

were transferred to beneficiaries of the Annual Bonus Plan and the Employee Share Incentive Plan. Further details are set out in Note 25.

(C) During the financial year, the Company, Greencore Group plc purchased and subsequently cancelled 33,382,718 Ordinary Shares (2022: 9,728,677) for a total cash cost

of £26.2m (2022: £8.8m) as part of the share buyback programme. Further details are set out in Note 25.

(D) The share-based payment reserve relates to equity settled share-based payments made to employees through the Performance Share Plan, the Annual Bonus Plan, the

ShareSave Scheme, the Employee Share Incentive Plan and the Restricted Share Plan. Further information in relation to these share-based payments schemes is set out in

Note 6.

(E) The amount included as own shares relates to Ordinary Shares in Greencore Group plc which are held in trust. The shares held in trust are granted to beneficiaries of the

Group’s employee share award scheme when the relevant conditions of the scheme are satisfied.

(F) The undenominated capital reserve represents the nominal cost of cancelled shares and the amount transferred to reserves as a result of renominalising the share capital

of Greencore Group plc on conversion to the euro.

(G) The hedging reserve represents the effective portion of gains or losses on hedging instruments from the application of cash flow hedge accounting for which the

underlying hedged transaction is not impacting profit or loss. The cumulative deferred gain or loss on the hedging instrument is reclassified to profit or loss only when

the hedged transaction is no longer expected to occur.

(H) The foreign currency translation reserve reflects the exchange difference arising from the translation of the net investments in foreign operations and on borrowings

and other currency instruments designated as hedges of such investments which are taken to equity. When a foreign operation is sold, exchange differences that are

recorded in equity are recognised in the Group Income Statement as part of the gain or loss on sale.

128 Greencore Group plc Annual Report and Financial Statements 2023

Notes to the Group Financial Statements

financial year ended 29 September 2023

1. Group Statement of accounting policies

General information

Greencore Group plc (‘the Company’), registered number 170116, together with its subsidiaries (‘the Group’) is a manufacturer of convenience

foods in the U.K. The Company is a public limited company incorporated and domiciled in the Republic of Ireland and the Company’s shares

are publicly traded on the London Stock Exchange. The address of its registered office is 2 Northwood Avenue, Northwood Business Park,

Santry, Dublin 9, Ireland, D09 X5N9.

Statement of compliance

The Group Financial Statements of Greencore Group plc have been prepared in accordance with International Financial Reporting Standards

(‘IFRS’) and their interpretations approved by the International Accounting Standards Board (‘IASB’) as adopted by the European Union (‘EU’)

and those parts of the Companies Act 2014, applicable to companies reporting under IFRS.

Basis of preparation

The Group Financial Statements, which are presented in sterling and rounded to the nearest million (unless otherwise stated), have been

prepared on a going concern basis under the historical cost convention, except where assets and liabilities are stated at fair value in

accordance with relevant accounting policies.

The accounting policies applied in the preparation of the Group Financial Statements for the financial year ended 29 September 2023 have

been applied consistently by the Group and have been consistently applied to all years presented, unless otherwise stated.

The Group Financial Statements are prepared to the Friday nearest to 30 September. Accordingly, these Financial Statements are prepared for

the 52-week period ended 29 September 2023 (‘financial year’). Comparatives are for the 53-week period ended 30 September 2022. The

Statement of Financial Positions for 2023 and 2022 have been prepared as at 29 September 2023 and 30 September 2022 respectively.

The loss attributable to equity shareholders dealt with in the Financial Statements of the Parent Company was £5.6m (2022: loss of £4.8m).

In accordance with Section 304 of the Companies Act 2014, the Company is availing of the exemption from presenting its individual profit and

loss account, which forms part of the approved Financial Statements, to the Annual General Meeting and from filing it with the Registrar of

Companies.

Going concern

The Directors, after making enquiries, have a reasonable expectation that the Group has adequate resources to continue operating as a going

concern for the foreseeable future.

In the current period, the Group continued to operate in a complex trading environment linked to ongoing challenges with inflation.

Accordingly, the Directors have considered a number of scenarios for the next 18 months from the commencement of FY24. These scenarios

consider the potential impact of inflation on consumer spending, along with consideration of under recovery of targets set out under the

Group’s commercial and operational initiatives. The impact on revenue, profit and cashflow are modelled, including the consequential impact

on working capital.

The scenarios assumed by the Group are as follows:

• A base case assuming internally approved budget and strategic plans, which includes amounts for near term climate change related

expenditure;

• A downside scenario which assesses the potential impact of inflation on consumer spending and corresponding impact on volume, along

with under recovery of targets set out under the Group’s commercial and operational initiatives; and

• A severe downside scenario which includes further potential impacts on volume due to the inflationary environment and further under

recovery of targets set out under the Group’s commercial and operational initiatives.

In each scenario, the Group would employ mitigants within its control, which would include a reduction in non-business critical capital

projects and other discretionary cash flow items.

While the Group is in a net current liability position of £193.9m (2022: £128.7m) at 29 September 2023, the Group has retained financial

strength and flexibility, with cash and undrawn committed bank facilities of £327.8m at 29 September 2023 (September 2022: £398.0m).

Subsequent to the financial year end, the Group has refinanced its debt facilities with a new five-year £350m sustainability-linked revolving

credit facility (‘RCF’), maturing in November 2028 with the option to extend for up to a further two years. This new facility replaces the existing

£340m RCF that was due to mature in January 2026. A £45m term loan due to mature in June 2024 was also repaid in full as part of this debt

restructuring.

The Group is satisfied that there is sufficient headroom in the financial covenants under facilities for each scenario.

Based on these scenarios and the resources available to the Group, including the post year end re-financing, the Directors believe the Group

has sufficient liquidity to manage through a range of different cashflow scenarios over the next 18 months from the financial year end date.

Accordingly, the Directors adopt the going concern basis in preparing these Group Financial Statements.

129Strategic Report | Directors’ Report | Financial Statements | Other Information

Significant accounting judgements and significant sources of estimation uncertainty

The preparation of the Group Financial Statements in accordance with IFRS requires management to make certain estimates, assumptions and

judgements that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Estimates

and underlying assumptions are reviewed on an ongoing basis. Changes in accounting estimates may be necessary if there are changes in the

circumstances on which the estimate was based or as a result of new information or more experience. Therefore, although these estimates

are based on management’s best estimate of the amount, event or actions, actual results ultimately may differ from those estimates. Such

changes are recognised in the financial year in which the estimate is revised. The Group has considered the impact of climate change on the

Financial Statements in the going concern assessment, as climate related expenditure is recorded in the underlying budget and strategic plan

(page 128). The Group has also considered the impact of climate change on the impairment of non-financial assets (Notes 12 and 13) and as

part of the assumptions underpinning the retirement benefit obligations (Note 24).

Significant accounting judgements

Below are the significant accounting judgements, apart from those involving estimations (which are dealt with separately below), that are

exercised in applying the Group accounting policies. In the prior year, the Group included going concern as a significant judgement. In FY23,

going concern is no longer considered to be a significant judgement for the Group. This is because the Group has continued to improve

performance during FY23, the Group has continued to meet its covenant requirements under banking facility agreements and the uncertainty

that was present in the external environment in the UK has reduced. The Group has continued to unlock further value through the Group’s

restructuring, and commercial and operational efficiency programmes. Therefore, the Group does not consider going concern to be a

significant judgement for FY23.

Accounting for exceptional items (Note 7)

The Group consider that items of income or expense which by virtue of their quantitative scale and/or qualitative nature should be disclosed

separately if the Group Financial Statements are to fairly present the financial position and financial performance of the Group. The Group

label these items collectively as ‘exceptional items’.

Determining which transactions are to be considered exceptional in nature is often a subjective matter. However, circumstances that the

Group believe would give rise to exceptional items for separate disclosure are outlined in the exceptional accounting policy on page 138.

All exceptional items are included on the appropriate Income Statement line item to which they relate. In addition, for clarity, separate

disclosure is made of all items in one column on the face of the Group Income Statement.

Taxation (Note 9)

Provisions for current and deferred taxes require judgement in areas where the treatment of certain items may be the subject of debate with

tax authorities. The Group provide for current and deferred taxes using the method that best predicts the resolution of the uncertainty. The

Group is required to consider the range of possible outcomes for a number of transactions and/or calculations across all the jurisdictions

where the Group is subject to income taxes and to provide for current and deferred taxes accordingly, applying either the ‘expected value

method’ or the ‘most likely method’ for each uncertainty dependent on the method that we expect to better predict the resolution of the

uncertainty in each case. The Group consider this to be a judgemental area, due to the increasing complexity and a period of significant

change in tax legislation worldwide.

Recognition of deferred tax assets requires consideration of the value of those assets and the likelihood that those assets will be utilised in

the foreseeable future. The recognition relies on the availability of sound and relatively detailed forecast information regarding the future

performance of the business which has the legal right to utilise the deferred tax assets. The Group performed its assessment of the recovery

of deferred tax assets at 29 September 2023, taking into account the Group’s actual and historic performance, the impact of tax legislation

enacted at the reporting date and the detailed financial forecasts and budgets for the business covering the periods over which the assets are

expected to be utilised.

Provisions (Note 23)

The recognition of provisions is a key judgement area in the preparation of the Group Financial Statements due to the uncertainty around

the timing or amount for which the provision will be settled. The Group recognises provisions for property dilapidation, remediation or

closure costs and other items such as restructuring or legal provisions. Provisions are recognised when the Group has a legal or constructive

obligation and judgement is required relating to the level of provision required at the reporting date to satisfy the obligation. These liabilities

recognised in the Group Financial Statements require judgement, as to the level of provision to be recognised, based on the information

available to management at the time of determination of the liability. Provisions are reassessed at each reporting date. In FY23, the Group re-

assessed the provisions for remediation with the key judgement being when the provisions would be utilised and remediation completed. This

resulted in an increase to provisions of £1.2m during FY23. The Group holds £9.9m of provisions at 29 September 2023 (2022: £9.9m).

130 Greencore Group plc Annual Report and Financial Statements 2023

Notes to the Group Financial Statements continued

financial year ended 29 September 2023

1. Group Statement of accounting policies continued

Significant sources of estimation uncertainty

The Group’s significant estimates are those with a significant risk of resulting in a material adjustment to the carrying amounts of assets and

liabilities within the next financial year.

Impairment of goodwill (Note 12)

The Group has capitalised goodwill of £447.3m at 29 September 2023 (2022: £449.4m). Goodwill is required to be tested for impairment at

least annually or more frequently if changes in circumstances or the occurrence of events indicating potential impairment exist. As the Group’s

market capitalisation was lower than the Group’s net assets, the Group has identified the impairment of goodwill as a significant source of

estimation uncertainty.

The Group uses the present value of future cash flows to determine the recoverable amount. In calculating the value in use, management

judgement and estimation is required in forecasting cash flows of Cash Generating Units (‘CGUs’), in determining terminal growth values and

in setting an appropriate discount rate. Sensitivities to changes in assumptions are detailed in Note 12.

Post-retirement benefits (Note 24)

The Group has identified post-retirement benefits as a significant source of estimation uncertainty in the preparation of the Group Financial

Statements. The estimation of, and accounting for, retirement benefit obligations involve assessments made in conjunction with independent

actuaries. These involve estimating the actuarial assumptions including mortality rates of members, increase in pension payments and

inflation-linked increases to certain obligations and discount rates used in estimating the present value of the schemes assets and liabilities.

In FY23, there was a significant change in the Group’s retirement benefit obligations as a result of the completion of the annuity buy-in

transaction and other changes in financial assumptions.

Details of the financial position of the post-retirement benefit schemes and the sensitivity of assumptions are set out in Note 24.

New standards and interpretations

The following changes to IFRS became effective or were adopted by the Group during the financial year but did not result in material changes

to the Group’s Consolidated Financial Statements:

• Amendments to IAS 37 Onerous Contracts – Costs of Fulfilling a Contract

• Annual improvements to IFRS standards 2018 – 2020

• Amendments to IAS 16 Property, Plant and Equipment – Proceeds before Intended Use

• Amendments to IFRS 3 Reference to the Conceptual Framework

• Amendments to IAS 12: International Tax Reform – Pillar Two Model Rules

The Group is within the scope of the OECD Pillar Two model rules. Pillar Two legislation is expected to be enacted in Ireland in December

2023 and will come into effect from 1 January 2024. Since the Pillar Two legislation is not effective at the reporting date of 29 September

2023, the Group has no related current tax exposure. The Group applies the exception to recognising and disclosing information about

deferred tax assets and liabilities related to Pillar Two income taxes, as provided in the amendments to IAS 12 issued in May 2023. Under the

new legislation, groups will be liable to assess their effective tax rate (according to complex new rules) in each jurisdiction that they operate. If

the effective tax rate in any jurisdiction is less than the 15% minimum rate top up taxes will be payable. The Group are not expecting to pay top

up taxes in the period ending in September 2024. The Group will continue to assess its position to estimate any impact.

New and amended standards and interpretations not yet mandatorily effective

The Group has not applied certain new standards, amendments and interpretations to existing standards which are not yet mandatorily

effective:

• IFRS 17 Insurance Contracts

• Amendments to IAS 1 and IFRS Practice Statement 2 Disclosure of Accounting Policies

• Amendments to IAS 8 Definition of Accounting Estimate

• Amendments to IFRS 16 Lease Liability in Sale and Leaseback Arrangements

• Amendments to IAS 12 Deferred Tax Related to Assets and Liabilities Arising from a Single Transaction

• Amendments to IAS 1 Classification of Liabilities as Current or Non-current*

• Amendments to IAS 1 Non-current Liabilities with Covenants*

• Amendments to IAS 21 Lack of Exchangeability*

• Amendments to IAS 7 and IFRS 7 Supplier Finance Arrangements*

* The above standards/amendments have not yet been endorsed by the EU.

• IFRS S1 General Requirements for Disclosure of Sustainability-related Financial Information

• IFRS S2 Climate-related Disclosures

The International Sustainability Standards Board (‘ISSB’) has issued its inaugural standards IFRS S1 and IFRS S2 which will bring in a new era of

sustainability-related disclosures. The Group is reviewing the impact of IFRS S1 and IFRS S2 on future Financial Statements.

131Strategic Report | Directors’ Report | Financial Statements | Other Information

Basis of consolidation

The Group Financial Statements comprise the Financial Statements of the parent undertaking and its subsidiary undertakings.

Subsidiaries

Subsidiary undertakings are included in the Group Financial Statements from the date on which control over the operating and financial

policies is obtained and cease to be consolidated from the date on which control is transferred out of the Group. The Group controls an entity

when it has power over the entity, or has the rights to, variable returns from its involvement with the entity and has the ability to affect those

returns through its power over the entity. The Group reassess whether or not it controls an investee if facts and circumstances indicate that

there are changes to one or more of the elements of control. All intra-Group transactions, balances and unrealised gains on transactions

between Group undertakings are eliminated on consolidation. Unrealised losses are also eliminated, except where they provide evidence of

impairment.

Revenue recognition

The Group’s revenue is primarily derived from the manufacture of convenience food products and all revenue relates to revenue from

contracts with customers. The Group’s customer contracts typically include one performance obligation, with revenue recognised when the

performance obligation is satisfied.

Revenue is measured based on the consideration specified in a contract with a customer and represents the fair value of the sale of goods and

rendering of services to external customers, net of value added tax and rebates in the ordinary course of the Group’s activities. Many of the

Group’s revenue contracts include an element of variable consideration, such as trade discounts, namely in the form of rebate arrangements

or other incentives to customers. The arrangements can take the form of volume and fixed rebates, marketing fund contributions,

promotional fund contributions or lump sum incentives. The Group recognises revenue, net of such incentives in the period in which the

arrangement applies, only when it is highly probable a significant reversal in the cumulative amount of revenue will not occur. Volume-based

rebates are calculated on the Group’s estimate of rebates expected to be paid to customers using the ‘most likely amount’ in line with IFRS 15

Revenue from Contracts with Customers requirements, whereas fixed rebates are accounted for as a reduction in revenue over the life of the

contract.

Revenue is recognised at a point in time, when control of the goods or services are transferred to the customer, which is determined to be

either when the goods are dispatched or received by the customer, depending on individual contracts.

Supplier rebates

The Group enters into rebate arrangements with its suppliers, which are volume related. These supplier rebates received are recognised as a

deduction from cost of sales, based on the entitlement that has been earned up to the reporting date, for each relevant supplier arrangement.

Property, plant and equipment

Freehold land and capital work in progress are stated at cost less impairment, if any. All other property, plant and equipment are shown at cost

less depreciation and any impairments. The cost of all property, plant and equipment comprises its purchase price and any directly attributable

costs.

Depreciation is provided so as to write off the cost less residual value of each item of property, plant and equipment during its expected useful

life using the straight-line method over the following periods:

• Freehold and long leasehold buildings 25–50 years

• Plant and machinery 3–25 years

• Fixtures and fittings 3–25 years

Useful lives and residual values are reassessed annually.

Subsequent costs incurred relating to specific assets are included in an asset’s carrying amount or recognised as a separate asset, as

appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item

can be measured reliably. All other costs are charged to the profit or loss during the financial period in which they are incurred.

The carrying amounts of property, plant and equipment are reviewed for impairment when events or changes in circumstances indicate that

the carrying amounts may not be recoverable. When the carrying amount exceeds the estimated recoverable amount, the assets are written

down to their recoverable amount.

The recoverable amount of property, plant and equipment is the greater of fair value less costs of disposal and value in use. In assessing value

in use, estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments

of the time value of money and the risks specific to the asset. Impairment losses are recognised in profit or loss.

132 Greencore Group plc Annual Report and Financial Statements 2023

1. Group Statement of accounting policies continued

Property, plant and equipment continued

An assessment is made at each reporting date as to whether there is any indication that previously recognised impairment losses may no

longer exist or may have decreased. If such an indication exists, the recoverable amount is estimated. A previously recognised impairment loss

is reversed only if there has been a change in the estimates used to determine the asset’s recoverable amount since the last impairment loss

was recognised. If that is the case, the carrying amount of the asset is increased to its recoverable amount. That increased amount cannot

exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognised for the asset in

prior years. Such reversal is recognised in profit or loss. Following the recognition or reversal of an impairment loss, the depreciation charge

applicable to the asset is adjusted prospectively in order to systematically allocate the revised carrying amount, net of any residual value, over

the remaining useful life.

Gains or losses on the disposal of property, plant and equipment represent the difference between the net proceeds and the carrying value at

the date of sale.

Leases

The Group leases various properties, motor vehicles and equipment. Rental contracts are typically made for fixed periods but may have

extension options. Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions.

At inception of a contract, the Group assesses whether a contract is, or contains, a lease. A right-of-use asset and lease liability are recognised

at commencement for contracts containing a lease, with the exception of leases with a term of 12 months or less or leases where the

underlying asset is of low value. For those leases, the Group recognises the lease payments as an operating expense on a straight-line basis

over the term of the lease unless another more systematic basis is more representative of the time pattern in which the economic benefits

from the leased assets are consumed by the Group.

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted by

using the interest rate implicit in the lease or if this rate cannot be readily determined, the incremental borrowing rate. Lease payments include

fixed payments, payments for an optional renewal period and termination option payments. The lease term is the non-cancellable period for

which the Group have the right to use an underlying asset, together with (i) periods covered by an option to extend the lease if the Group is

reasonably certain to exercise that option, and (ii) periods covered by an option to terminate the lease if the Group is reasonably certain not to

exercise that option. The Group has applied judgement to determine the lease term for lease contracts that include renewal options and break

clauses.

Following initial recognition, the lease liability is measured at amortised cost using the effective interest method. It is remeasured when there

is a change in future minimum lease payments or when the Group changes its assessment of whether it is reasonably certain to exercise an

option within a contract.

The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments

made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the asset

less any lease incentives received. After lease commencement, the Group measures right-of-use assets using a cost model, reflecting cost less

accumulated depreciation and impairment. The right-of-use asset is depreciated using the straight-line method from the commencement

date to the earlier of the end of the useful life of the right-of-use asset or the end of lease term.

The Group remeasures the lease liability (and makes a corresponding adjustment to the related right-of-use asset) whenever:

• The lease term has changed or there is a significant event or change in circumstances resulting in a change in the assessment of exercise

of a purchase option, in which case the lease liability is remeasured by discounting the revised lease payments using a revised discount rate;

• The lease payments change due to changes in an index or rate or a change in expected payment under a guaranteed residual value, in

which cases the lease liability is remeasured by discounting the revised lease payments using an unchanged discount rate unless the lease

payments change is due to a change in a floating interest rate, in which case a revised discount rate is used; or

• A lease contract is modified and the lease modification is not accounted for as a separate lease, in which case the lease liability is

remeasured based on the lease term of the modified lease by discounting the revised lease payments using a revised discount rate at the

effective date of the modification.

Goodwill

Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree,

and the fair value of the acquirer’s previously held equity interest in the acquiree (if any) over the net of the acquisition-date amounts of the

identifiable assets acquired and the liabilities assumed. If, after reassessment, the net of the acquisition-date amounts of the identifiable assets

acquired and liabilities assumed exceeds the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree

and the fair value of the acquirer’s previously held interest in the acquiree (if any), the excess is recognised immediately in profit or loss as a

bargain purchase gain.

Following initial recognition, goodwill is measured at cost less any accumulated impairment losses. On acquisition, goodwill is allocated

to CGUs expected to benefit from the combination’s synergies. Goodwill is tested annually for impairment or more frequently if events or

changes in circumstances indicate that the carrying value may be impaired. Any impairment is recognised immediately in profit or loss.

Notes to the Group Financial Statements continued

financial year ended 29 September 2023

133Strategic Report | Directors’ Report | Financial Statements | Other Information

Acquisition-related intangibles

An intangible asset, which is an identifiable non-monetary asset without physical substance, is capitalised separately from goodwill as part

of a business combination to the extent that it is probable that the expected future economic benefits attributable to the asset will accrue

to the Group and that its fair value can be measured reliably. The asset is determined to be identifiable when it is separable (i.e. capable of

being divided from the entity and sold, transferred, licensed, rented or exchanged, either individually or together with a related contract, asset

or liability) or when it arises from contractual or other legal rights, regardless of whether those rights are transferable or separable from the

Group or from other rights and obligations.

Subsequent to initial recognition, the acquisition-related intangible assets acquired as part of a business combination, are carried at cost

less any accumulated amortisation and any accumulated impairment losses. The carrying amounts of intangible assets with finite lives are

reviewed for indicators of impairment at each reporting date and are subject to impairment testing when events or changes in circumstances

indicate that the carrying values may not be recoverable. Any impairment charge is taken to profit or loss.

The amortisation of intangible assets is calculated to write off the carrying amount of intangible assets with finite lives over their useful lives on

a straight-line basis on the assumption of zero residual value. Customer-related intangible assets are amortised over periods ranging from one

to seven years.

The useful life used to amortise intangible assets relates to the future performance of the assets acquired and management’s estimate of the

period over which economic benefit will be derived from the asset. The remaining useful life of intangible assets with finite lives are reviewed

at the end of each reporting period and revised where appropriate to reflect the period over which the Group will receive the economic

benefit from use.

Computer software

Costs incurred on the acquisition of computer software and software licences are capitalised. Other costs directly associated with developing

and upgrading computer software programs are capitalised once the recognition criteria set out in IAS 38 Intangible Assets are met. There is a

full assessment carried out to ensure the computer software does not qualify as software as a service and should be expensed to the profit or

loss in the financial year.

Following initial recognition, computer software is carried at cost less accumulated amortisation and any accumulated impairment losses.

Amortisation is charged to profit or loss during its expected useful life using the straight-line method over the following periods:

Computer software 3–7 years

The carrying amount of computer software assets are reviewed for indicators of impairment at each reporting date and are subject to

impairment testing when events or changes in circumstances indicate the carrying value may not be recoverable.

Investment property

Investment property is shown at cost less depreciation and any impairment. The cost of investment property comprises its purchase price and

any costs directly attributable to bringing it into working condition for its intended use. Investment property is depreciated so as to write off

the cost, less residual value, on a straight-line basis over the expected life of each property. Freehold land is not depreciated.

An impairment to investment property is recognised when the carrying value of the asset exceeds the recoverable value. The recoverable

value is determined as the higher of the fair value less costs of disposal and the assets value in use. Fair value is determined by the Directors,

assisted by external property valuers.

Rental income arising on investment property is accounted for as an operating lease in line with the requirements of IFRS 16 Leases and is

recognised within other operating income.

In relation to the recognition of income on the disposal of property, income is recognised when there is an unconditional exchange of

contracts, or when all necessary terms and conditions have been fulfilled.

An assessment is made at each reporting date as to whether there is any indication that previously recognised impairment losses may no

longer exist or may have decreased. If such an indication exists, the recoverable amount is estimated. A previously recognised impairment loss

is reversed only if there has been a change in the estimates used to determine the asset’s recoverable amount since the last impairment loss

was recognised. If that is the case, the carrying amount of the asset is increased to its recoverable amount. That increased amount cannot

exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognised for the asset in

prior years. Such reversal is recognised in profit or loss.

Inventories

Inventories are valued at the lower of cost and net realisable value. Cost is calculated based on first-in, first-out or weighted average as

appropriate. Cost includes raw materials, direct labour expenses and related production and other overheads net of supplier rebates.

Net realisable value is the estimated selling price, in the ordinary course of business, less all costs necessary to make the sale.

134 Greencore Group plc Annual Report and Financial Statements 2023

1. Group Statement of accounting policies continued

Provisions

Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that an

outflow of resources embodying economic benefits will be required to settle the obligation, and a reliable estimate can be made of the

amount of the obligation.

Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is determined by considering the

class of obligation as a whole. A provision is recognised even if the likelihood of an outflow with respect to any one item included in the same

class of obligation may be small.

Where the Group expects some or all of a provision to be reimbursed, the reimbursement is recognised as a separate asset, but only when

the reimbursement is virtually certain. The expense relating to any provision is recognised in the Group Income Statement net of any

reimbursement.

A contingent liability is disclosed where the existence of an obligation will only be confirmed by future events, or where the amount of

the obligation cannot be measured with reasonable reliability. Contingent assets are not recognised but are disclosed where an inflow of

economic benefits is probable.

Finance income and finance costs

Finance income comprises interest income on funds invested and the unwind of discount on assets. Interest income is recognised in profit or

loss as it accrues, using the effective interest method.

Finance costs comprises interest expense on borrowings, negative interest, if any, on bank deposits, unwind of discount on liabilities, interest

on lease obligations, interest on the net defined benefit pension scheme liabilities, changes in fair value of hedging instruments and other

derivatives that are recognised in profit or loss, foreign exchange on inter-company balances and external balances where hedge accounting

is not applied. All borrowing costs are recognised in profit or loss using the effective interest method.

Financial instruments

On initial recognition, a financial asset is classified as measured at amortised cost, or fair value through other comprehensive income

(‘FVOCI’) or fair value through profit or loss (‘FVPL’). The classification is based on the business model for managing the financial asset and the

contractual terms of the cashflows. Reclassification of financial assets is required only when the business model for managing those assets

changes.

Financial assets are derecognised when the Group’s contractual rights to the cashflows from the financial assets expire, are extinguished or

are transferred to a third party.

Financial liabilities are classified as measured at amortised cost or FVPL. Financial liabilities are derecognised when the Group’s obligations

specified in the contracts expire, are discharged or cancelled. When an existing financial liability is replaced by another from the same lender

on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated

as a derecognition of the original liability, the recognition of a new liability which has the result that the difference in the respective carrying

amounts is recognised, together with any resulting costs.

Cash and cash equivalents and bank overdrafts

Cash and cash equivalents are initially recognised at fair value and subsequently carried at amortised cost. Cash and cash equivalents include

cash in hand, deposits held on call with banks and other short-term highly liquid investments that are readily convertible to known amounts of

cash. These are subject to insignificant risk of changes in value and have an original maturity of three months or less.

The Group operates a cash pooling facility which allows subsidiaries of the Group to drawdown on cash from the pool, where the Group

has sufficient cash balances. The cash pooling arrangement operated by the Group includes a legal right of offset, however, it does not meet

the requirements for offsetting in accordance with IAS 32 Financial Instruments: Presentation and as such bank overdrafts are presented

separately to cash on the Group Statement of Financial Position.

Trade and other receivables

Trade and other receivables are initially recognised at transaction price and subsequently carried at amortised cost, net of allowance for

expected credit loss.

Trade receivables are derecognised when the Group no longer controls the contractual rights to those receivables. This is normally the case

when the asset is sold or the rights to receive cash flows from the asset have expired, and the Group has not retained substantially all the credit

risks and control of the receivable has transferred.

Trade and other payables

Trade and other payables are initially recorded at fair value and subsequently at amortised cost.

Borrowings

All loans and borrowings are initially recognised at fair value less any directly attributable transaction costs. After initial recognition, loans and

borrowings are subsequently measured at amortised cost using the effective interest method.

Notes to the Group Financial Statements continued

financial year ended 29 September 2023

135Strategic Report | Directors’ Report | Financial Statements | Other Information

Borrowings are derecognised when the Group’s obligations specified in the contracts expire, are discharged or cancelled.

When the Group modifies the terms of its debt facilities, it determines if the modification is a substantial or non-substantial modification.

A substantial change is attributable to a change in contractual cashflows of more than 10%, resulting in a derecognition of the existing facilities

and recognition of a new facility. A non-substantial modification to facilities results in the recognition of a modification gain or loss in the

Income Statement. A modification gain or loss is determined by recalculating the gross carrying value of the borrowings by discounting

the new contractual cash flows using the original effective interest rate. The transaction cost associated with modifying the terms of the

borrowings are spread forward by the adjusted effective interest rate.

Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12

months after the reporting date. Accrued interest is recorded in accruals within current liabilities.

Derivative financial instruments

The activities of the Group expose it to the financial risks of changes in foreign exchange rates and interest rates. The Group uses derivative

financial instruments, such as forward foreign exchange contracts, cross-currency swaps and interest rate swap agreements, to hedge these

exposures.

Derivative financial instruments are initially recognised at fair value on the date a derivative contract is entered into and are subsequently

remeasured at fair value.

Derivatives are carried as assets when the fair value is positive and as liabilities when the fair value is negative. Derivative instruments which are

held for trading and are not designated as effective hedging instruments are classified as a current asset or liability (as appropriate) regardless

of maturity if the Group expects that they may be settled within 12 months of the reporting date. All other derivative instruments that are

not designated as effective hedging instruments are classified by reference to their maturity date. The full fair value of a hedging derivative

is classified as a non-current asset or liability if the remaining maturity of the hedged item is more than 12 months and as a current asset or

liability if the maturity of the hedged item is less than 12 months.

The fair value of derivative instruments is determined by using valuation techniques. The Group uses its judgement to select the most

appropriate valuation methods and makes assumptions that are mainly based on observable market conditions existing at the reporting date.

For those derivatives designated as hedges and for which hedge accounting is sought, the hedging relationship is documented at its inception.

This documentation identifies the hedging instrument, the hedged item or transaction, the nature of the risk being hedged and how hedge

effectiveness will be measured throughout its duration. Such hedges are expected at inception to be highly effective in offsetting changes in

fair values or cash flows of hedged items.

For the purposes of hedge accounting, derivatives are classified as:

• Fair value hedges, when hedging the exposure of changes in the fair value of a recognised asset or liability; or

• Cash flow hedges, when hedging the exposure to variability in cash flows that are either attributable to a particular risk associated with a

recognised asset or liability, or a highly probable forecast transaction; or

• Net investment hedges, when hedging the exposure to foreign currency differences between the functional currency of a foreign

operation and the functional currency of the parent.

Any gains or losses arising from changes in the fair value of all other derivatives which are classified as held for trading are taken to the income

statement and charged to finance income or expense. These may arise from derivatives for which hedge accounting is not applied because

they are not designated as hedging instruments. The Group does not use derivatives for trading or speculative purposes.

The hedges that the Group has in place are cash flow hedges and the treatment is set out below:

Cash flow hedge

Where a derivative financial instrument is designated as a hedge of the variability in cash flows of a recognised asset or liability, or a highly

probable forecast transaction, the effective part of any gain or loss on the derivative financial instrument is recognised within equity in the

hedging reserve, with the ineffective portion being reported in the income statement as finance income or finance costs. When a highly

probable forecast transaction results in the recognition of a non-financial asset or liability, the cumulative gain or loss is removed from the

hedging reserve in equity and included in the initial measurement of the non-financial asset or liability. Otherwise, the associated gains and

losses that had previously been recognised within equity in the hedging reserve are transferred to the income statement as the cash flows of

the hedged item impact profit or loss.

Hedge accounting is discontinued when the hedging instrument expires or is sold, terminated, exercised or no longer qualifies for hedge

accounting. At that point in time, any cumulative gain or loss on the hedging instrument recognised within equity in the hedging reserve is

kept in the hedging reserve until the forecast transaction occurs. If a hedged transaction is no longer anticipated to occur, the net cumulative

gain or loss recognised within equity in the hedging reserve is transferred immediately to the income statement as finance costs.

136 Greencore Group plc Annual Report and Financial Statements 2023

1. Group Statement of accounting policies continued

Segmental reporting

The operating segment, Convenience Foods UK and Ireland, is reported in a manner consistent with the internal management structure of the

Group and the internal financial information provided to the Group’s Chief Operating Decision Maker who is responsible for making strategic

decisions, allocating resources, monitoring and assessing the performance of the segment. The Group reports segmental information by

product categories being, food to go categories and other convenience categories and geographical area. Note 2 sets out the operating and

reportable segment of the Group.

Taxation

The charge/credit for the financial year comprises current and deferred tax. Tax is recognised in profit or loss except to the extent that it relates

to items recognised in the Group Statement of Comprehensive Income or directly in equity, in which case the tax is also recognised in the

Group Statement of Comprehensive Income or directly in equity, respectively.

Current tax payable represents the expected tax payable on the taxable income for the financial year, using tax rates and tax laws enacted or

substantively enacted at the reporting date, along with any adjustment to tax payable in respect of previous years.

The Group provides in full for deferred tax assets and liabilities (using the liability method), arising from temporary differences between the tax

base of assets and liabilities and their carrying amounts in the Group Financial Statements except where they arise from the initial recognition

of goodwill or from the initial recognition of an asset or liability that at the date of initial recognition does not affect accounting or taxable

profit or loss on a transaction that is not a business combination. Such differences result in an obligation to pay more tax or a right to pay less

tax in future periods. A deferred tax asset is only recognised where it is probable that future taxable profits will be available against which the

temporary differences giving rise to the asset can be utilised.

Deferred tax assets and liabilities are not subject to discounting and are measured at the tax rates that are enacted or substantively enacted at

the reporting date.

Deferred tax is provided on temporary differences arising on investments in subsidiaries and associates, except where the timing of the

reversal of the temporary difference can be controlled and it is probable that the temporary difference will not reverse in the foreseeable

future.

The Group is subject to income taxes in a number of jurisdictions. Judgement is required in determining the Group’s provision for income

taxes.

There are many transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business.

The Group recognises liabilities for tax uncertainties based on estimates of whether additional taxes will be due. Where the final tax outcome

of these matters is different from the amounts that were initially recorded, such differences will impact the income tax and deferred tax

provisions in the period in which such determination is made. Once it has been concluded that a liability needs to be recognised, the liability

is measured based on either (i) the most likely amount or (ii) the expected value depending on which method the Group expects to better

predict the resolution of the uncertainty. The assessment is based on the judgement of tax professionals within the Group supported by

previous experience in respect of such activities and in certain cases based on specialist independent advice.

Employee benefits

Defined contribution pension plans

A defined contribution pension plan is a plan under which the Group pays fixed contributions into a separate defined contribution scheme.

Obligations for contributions to defined contribution pension plans are recognised as an expense within profit or loss as employee service is

received.

Defined benefit pension plans

All of the legacy defined benefit pension schemes have been closed to future accrual since 31 December 2009. The cost of providing

benefits under the Group’s defined benefit pension plans is determined separately for each plan, using the projected unit credit method,

by professionally qualified actuaries and arrived at using actuarial assumptions based on market expectations at the reporting date. These

valuations attribute entitlement benefits to the current and prior periods to determine current service costs and the present value of defined

benefit pension obligations.

Remeasurements, comprising of actuarial gains and losses and the return on plan assets (excluding net interest), are recognised immediately

in the Group Statement of Financial Position with a corresponding debit or credit to retained earnings through the Group Statement of

Comprehensive Income in the period in which they occur. Remeasurements are not reclassified to profit or loss in subsequent periods.

Past service costs are recognised in profit or loss on the earlier of:

• The date of the plan amendment or curtailment; and

• The date that the Group recognises restructuring-related costs.

Net interest is calculated by applying the discount rate to the net defined benefit pension liability or asset.

Notes to the Group Financial Statements continued

financial year ended 29 September 2023

137Strategic Report | Directors’ Report | Financial Statements | Other Information

When a settlement (eliminating all obligations for defined benefits already accrued) or a curtailment (reducing future obligations as a result

of a material reduction in the scheme membership or a reduction in future entitlement) occurs, the obligation and related plan assets are

remeasured using current actuarial assumptions and the resultant gain or loss is recognised in profit or loss during the period in which the

settlement or curtailment occurs.

The Group seeks ways to reduce its liabilities through various restructuring activities. When a qualifying insurance policy is purchased for the

scheme liabilities, this is treated as a plan asset and the fair value of the insurance policy is determined to be the present value of the related

obligations. A settlement will only arise in winding up a scheme, when the Group enters into a transaction that eliminates all further legal or

constructive obligations for part or all the benefits provided under a defined benefit plan.

The defined benefit pension asset or liability in the Group Statement of Financial Position comprises the total, for each plan, of the present

value of the defined benefit pension obligation (using a discount rate based on high-quality corporate bonds) less the fair value of plan assets

out of which the obligations are to be settled directly. Fair value is based on market price information, and in the case of quoted securities

is the published bid price. For unquoted securities, the most recent publicly available information is used to calculate the fair value, which

may differ from the financial year end date. The value of a net pension benefit asset is the present value of any economic benefit the Group

reasonably expects to recover by way of refund of surplus from the plan at the end of the plan’s life or reduction in future contributions to the

plan.

Employee share-based payments

The Group grants equity settled share-based payments to employees (through the Performance Share Plan, the Annual Bonus Plan, Employee

ShareSave Scheme and Employee Share Incentive Plan). The fair value of these is determined at the date of grant and is expensed to profit or

loss with a corresponding increase in equity on a straight-line basis over the vesting period. The fair value is determined using an appropriate

valuation model, as measured at the date of grant, excluding the impact of any non-market conditions. Non-market vesting conditions are

included in assumptions about the number of options that are expected to vest. At each reporting date, the Group revises its estimates of

the number of options or awards that are expected to vest, recognising any adjustment in profit or loss, with a corresponding adjustment to

equity.

To the extent that the Group receives a tax deduction relating to services paid for by means of share awards or options, deferred tax is

provided on the basis of the difference between the market price of the underlying equity as at the date of grant and the exercise price of the

option.

As a result, the deferred tax impact of share options will not directly correlate with the expense reported in profit or loss.

To the extent that the deductible difference exceeds the cumulative charge to the Group Income Statement, it is recorded in equity. When

the exercise of share options results in the issuance of shares, the proceeds received are credited to the share capital and share premium

accounts.

Foreign currency

Functional and presentational currency

The individual financial statements of each Group entity are measured in the currency of the primary economic environment in which the

entity operates (the functional currency). The Group Financial Statements are presented in sterling, which is also the Company’s functional

and presentation currency.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the date of the transactions.

Foreign exchange gains and losses resulting from the settlement of such transactions, and from the translation at financial year end exchange

rates of monetary assets and liabilities denominated in foreign currencies, are recognised in the Group Income Statement, except when

deferred in equity as qualifying cash flow hedges.

Foreign operations

The income statement and statement of financial position of Group entities that have a functional currency different from the presentation

currency of the Company are translated into the presentation currency as follows:

• Assets and liabilities are translated at the closing rate at the reporting date;

• Income and expense items are translated at the average exchange rates for the financial year, unless exchange rates fluctuate significantly

during that period, in which case the exchange rates at the date of transactions are used; and

• All resulting exchange differences are recognised as a separate component of equity.

On consolidation, exchange differences arising from the translation of the net investment in foreign operations and on long-term borrowings,

are taken to equity. When a foreign operation is sold, exchange differences that were recorded in equity are recognised in the Group Income

Statement as part of the gain or loss on sale.

Research and development

Expenditure on research and development is recognised as an expense in the period in which it is incurred. An asset is recognised only when

all the conditions set out in IAS 38 Intangible Assets are met.

138 Greencore Group plc Annual Report and Financial Statements 2023

1. Group Statement of accounting policies continued

Exceptional items

The Group has adopted an income statement format that seeks to highlight exceptional items within the Group’s results for the financial year.

Judgement is used by the Group in assessing the particular items which by virtue of their quantitative scale and/or qualitative nature should

be disclosed as exceptional items. Such items may include, but are not limited to, significant reorganisation programmes, profits or losses

on termination of operations, significant impairments of assets, transaction and integration costs related to acquisition activity, transaction

costs related to disposal activity and litigation costs and settlement. Exceptional items are included in a separate column within the Income

Statement caption to which they relate and are separately disclosed in the Notes to the Group Financial Statements. Where an item that has

been classified as exceptional spans more than one reporting period such as a multi-year restructuring programme, it will also be presented as

exceptional in the following period for consistency of presentation. The Group separately presents the cash paid for exceptional items in the

Group Statement of Cash Flows and the tax impact in the exceptional note disclosure.

Share capital

Ordinary Shares

Ordinary Shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are taken as a deduction

from equity, net of tax, from the proceeds.

Own Share Reserve

The Own Share Reserve relates to Ordinary Shares in the Company, which are held in trust. The shares held in trust are granted to the

beneficiaries of the Group’s employee share award scheme when the relevant conditions of the scheme are satisfied, with a transfer between

the own share reserve and retained earnings when the transfer occurs.

2. Segment information

Convenience Foods UK and Ireland is the Group’s operating segment, which represents its reporting segment. This reflects the Group’s

organisational structure and the nature of the financial information reported to and assessed by the Chief Operating Decision Maker (‘CODM’)

as defined by IFRS 8 Operating Segments. The CODM has been identified as the Group’s Board of Directors.

The segment incorporates many UK convenience food categories including sandwiches, salads, sushi, chilled snacking, chilled ready meals,

chilled soups and sauces, chilled quiche, ambient sauces and pickles, frozen Yorkshire Puddings, as well as the Irish Ingredients trading

business.

On 29 September 2023, the Group disposed of the Irish ingredients trading business, Trilby Trading Limited. The Irish ingredients business is

included in the segment information up to the date of its disposal and contributed revenue of £80.1m and profit for the financial year of £2.6m

for FY23. The Group will continue to have one operating segment going forward as the disposal of the Irish Ingredients business has not

resulted in a change in operating segments, however going forward the segment will be disclosed as ‘Convenience Foods UK’.

Convenience Foods

UK & Ireland

2023

£m

2022

£m

Revenue 1,913.7 1,739.6

Group operating profit before exceptional items and amortisation of acquisition-related intangible assets 76.3 72.2

Amortisation of acquisition-related intangible assets (3.6) (3.6)

Group operating profit (pre-exceptional) 72.7 68.6

Finance income 0.7 0.2

Finance costs (21.5) (12.5)

Exceptional items (6.7) (16.5)

Taxation (9.3) (7.5)

Profit for the financial year 35.9 32.3

The following table disaggregates revenue by product categories in the Convenience Foods UK and Ireland reporting segment. The Group’s

revenue by geography is included on page 139. All income in the Group has been recognised at a point in time and not over time.

2023

£m

2022

£m

Revenue

Food to go categories 1,252.6 1,161.3

Other convenience categories 661.1 578.3

Total revenue for Convenience Foods UK and Ireland 1,913.7 1,739.6

Food to go categories includes sandwiches, salads, sushi and chilled snacking while the other convenience categories include chilled ready

meals, chilled soups and sauces, chilled quiche, ambient sauces and pickles, frozen Yorkshire Puddings, as well as the Irish Ingredients trading

business, which was disposed of on 29 September 2023.

Notes to the Group Financial Statements continued

financial year ended 29 September 2023

139Strategic Report | Directors’ Report | Financial Statements | Other Information

Revenue earned individually from three customers in Convenience Foods UK and Ireland of £348.3m, £280.7m and £274.8m respectively

represents more than 10% of the Group’s revenue (2022: Revenue earned individually from three customers in Convenience Foods UK and

Ireland of £316.0m, £261.0m and £196.3m respectively represents more than 10% of the Group’s revenue).

Segment assets and liabilities

All assets and liabilities are allocated to the Convenience Foods UK and Ireland segment. As such, an analysis of assets and liabilities has not

been included in this disclosure.

Other segment information

Convenience Foods

UK & Ireland

2023

£m

2022

£m

Capital additions* 37.8 50.4

Right-of-use asset additions 13.3 6.8

Depreciation of property plant and equipment and right of use assets 53.8 51.6

Amortisation of computer software and other intangibles 2.7 3.1

Amortisation of acquisition-related intangible assets – Customer related 3.6 3.6

Non-current assets (excluding derivative financial instruments, retirement benefit assets

and deferred tax assets) 822.3 835.3

Geographic analysis

Ireland UK

Convenience Foods

UK & Ireland

2023

£m

2022

£m

2023

£m

2022

£m

2023

£m

2022

£m

Revenue 80.1 92.0 1,833.6 1,647.6 1,913.7 1,739.6

Capital additions* – – 37.8 50.4 37.8 50.4

Right-of-use asset additions 0.3 – 13.0 6.8 13.3 6.8

Non-current assets (excluding derivative financial instruments,

retirement benefit assets and deferred tax assets 5.2 6.6 817.1 828.7 822.3 835.3

* This denotes capital additions for property, plant and equipment, and software and other intangibles.

3. Operating costs before acquisition-related amortisation

2023

£m

2022

£m

Employee costs 224.6 209.4

Factory overheads and utility costs 76.8 63.2

Distribution costs 66.2 65.3

Other administrative costs** 37.6 30.1

Professional fees 11.5 10.1

Depreciation of property, plant and equipment 37.5 36.0

Depreciation of right-of-use assets 16.3 15.6

Amortisation of computer software and other intangible assets 2.7 3.1

Lease rentals charge for low value and short-term leases 6.4 5.6

Research and development costs 6.7 8.9

Impairment of property, plant and equipment 3.0 0.9

Other operating costs 2.8 3.2

Rental income from investment properties (0.1) (0.1)

Other operating income (0.6) (1.7)

Total operating costs before acquisition-related amortisation and exceptional items 491.4 449.6

Exceptional items (Note 7) 6.7 16.5

Total operating costs before acquisition-related amortisation 498.1 466.1

** Other administrative costs include insurance, IT and sundry administrative expenses.

In the prior financial year, the Group experienced an IT security incident that resulted in a net expense recognised in other operating costs of

£1.9m.

140 Greencore Group plc Annual Report and Financial Statements 2023

4. Result for the financial year

The result for the Group for the financial year has been arrived at after charging the following amounts:

2023

£m

2022

£m

Directors’ remuneration

Emoluments and fees 2.4 2.0

Pension costs – defined contribution plans 0.1 0.1

Gain on share awards under short term incentive schemes 0.3 0.1

Compensation for loss of office 0.4 –

Total 3.2 2.2

During the current financial year, there were amounts accruing for two of the Directors under defined contribution pension schemes

(2022: four).

2023

£000

2022

£000

Auditor’s remuneration

Fees charged by the statutory audit firm:

Audit of the Group and subsidiaries financial statements 882 797

Audit of the Company financial statements 47 42

Tax advisory services – –

Other assurance services 25 25

Non-audit services – –

Total 954 864

5. Employment

The average monthly number of persons (including Executive Directors) employed by the Group during the financial year was:

2023

Number

2022

Number

Production 9,890 9,615

Distribution 1,553 1,544

Administration 2,559 2,732

14,002 13,891

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

2023

£m

2022

£m

Wages and salaries 398.6 380.9

Social insurance costs 35.6 35.9

Employee share-based payment expense (Note 6) 3.6 3.0

Termination costs 6.2 4.8

Pension costs – defined contribution plans (Note 24) 15.5 14.1

459.5 438.7

Legacy defined benefit interest cost (Note 24) 1.2 1.1

460.7 439.8

Total staff costs recognised in the Group profit or loss were £459.7m (2022: £437.5m) while £1.0m of staff costs were capitalised during the

financial year (2022: £2.3m).

Actuarial (loss)/gain on Group legacy defined benefit schemes recognised in the Group Statement of Other Comprehensive Income:

2023

£m

2022

£m

Return on plan assets (Note 24) (36.0) (141.9)

Actuarial gain arising on scheme liabilities (Note 24) 26.8 156.3

Total (loss)/gain taken directly to equity (9.2) 14.4

Notes to the Group Financial Statements continued

financial year ended 29 September 2023

141Strategic Report | Directors’ Report | Financial Statements | Other Information

6. Share-based payments

The Group operates a number of employee share award schemes which are equity settled share-based payments. A recognised valuation

methodology is employed to determine the fair value of awards granted as set out in IFRS 2 Share-based payments is described in the

following sections for each share scheme. The charge incurred relating to these awards is recognised within operating costs, unless specified

as an exceptional item. Details of each of the employee share schemes operated by the Group are set out below.

Annual Bonus Plan

Members of the Group Executive team and certain senior management participate in the Annual Bonus Plan as outlined in the Report on

Directors’ Remuneration. In accordance with this plan, a deferred share award equal to a proportion of the cash bonus is awarded to the

participating executives. The number of shares is calculated at market value on the date of allocation, to be held by a Trustee for the benefit of

individual participants without any additional performance conditions other than three years of service. The shares vest after three years but

are forfeit should an executive voluntarily leave the Group within the three-year time period, subject to normal ‘good leaver’ provisions. The

charge recognised in the Group Income Statement was £0.9m (2022: £0.5m) with £0.6m (2022: £0.2m) being recognised within operating

costs and £0.3m (2022: £0.3m) being recognised within exceptional items.

The share price, for awards granted in December 2022 was £0.68 (December 2021: £1.29).

On 1 December 2022 and 1 December 2021, 766,481 and 862,426 awards, respectively, were granted to members of the Group Executive

team and certain senior management of the Group under the Annual Bonus Plan.

The following table illustrates the number of, and movements in, share awards during the financial year under the plan:

2023

Number

outstanding

2022

Number

outstanding

At beginning of financial year 1,319,090 942,200

Granted 766,481 862,426

Vested (1,491,539) (264,968)

Forfeited – (220,568)

At end of financial year 594,032 1,319,090

Exercisable at end of financial year – 426,857

Awards will be granted to members of the Group Executive team and certain senior management of the Group under the Annual Bonus

Plan in respect of the financial year ended 29 September 2023. A charge amounting to £0.1m (2022: £0.05m) relating to awards to Executive

Directors and £0.1m (2022: £0.1m) relating to awards to other members of the Group Executive Team and certain senior management has

been included in the Group Income Statement in respect of the estimated 2023 charge. The total fair value of the awards will be taken as a

charge to the Group Income Statement over the vesting period of the awards.

Performance Share Plan

Certain employees participate in a long-term incentive scheme, the Performance Share Plan. In accordance with the scheme rules,

participants are awarded an allotment of shares which will vest over three years subject to vesting conditions based on growth in Adjusted

Earnings per Share, Return on Invested Capital and relative Total Shareholder Return (‘TSR’). An additional two-year future service period will

apply to Executive Directors’ vested shares before they are released.

In January 2021, the Group introduced different vesting conditions for awards granted which included an absolute TSR and a relative TSR

component. In addition, the awards granted have graded vesting periods of one, two and three years with a two-year and one-year holding

period for awards vesting within three years.

The number of share awards granted is calculated based on the market value on the date of allocation. Share awards are forfeited should

an executive voluntarily leave the Group prior to the vesting date, subject to normal ‘good leaver’ provisions. The fair value of the award has

attributed a value to each vesting condition. The relative TSR is fair valued using a Monte Carlo simulation as described further in this note.

A charge amounting to £0.6m (2022: £0.9m) was included in the Group Income Statement in the financial year ended 29 September 2023

relating to these awards for all Performance Share Plan awards granted from December 2019 onwards.

The following table illustrates the number of, and movements in, share awards during the financial year under the plan:

2023

Number

outstanding

2022

Number

outstanding

At beginning of financial year 6,089,094 7,707,473

Granted 8,749,839 3,048,764

Expired (1,642,783) (2,575,145)

Forfeited (2,443,628) (2,091,998)

At end of financial year 10,752,522 6,089,094

Exercisable at end of financial year – –

142 Greencore Group plc Annual Report and Financial Statements 2023

6. Share-based payments continued

ShareSave Schemes

The Group operates savings-related share option schemes in both the UK and Ireland. Options are granted at a discount of between 20% and

25% of the market price at the date of invitation over three-year savings contracts and awards are exercisable during the six-month period

following completion of the savings contract. The charge recognised in the Group Income Statement in respect of these awards was £1.1m

(2022: £1.2m). Grant date fair value was arrived at by applying a trinomial model, which is a lattice option-pricing model.

During the financial year ended 29 September 2023, ShareSave Scheme awards were granted over 12,209,146 shares in the UK only, which

will ordinarily be exercisable at an exercise price of £0.63 per share, during the period 1 September 2026 to 28 February 2027. The weighted

average fair value of share awards granted during the financial year ended 29 September 2023 was £0.14.

During the financial year ended 30 September 2022, ShareSave Scheme awards were granted over 6,231,802 shares in the UK only, which

will ordinarily be exercisable at an exercise price of £0.91 per share, during the period 1 September 2025 to 28 February 2026. The weighted

average fair value of share awards granted during the financial year ended 30 September 2022 was £0.11.

Number and weighted average exercise price for the UK ShareSave Scheme (expressed in sterling)

The following table sets out the number and weighted average exercise prices (expressed in sterling) of, and movements in, share options

during the financial year under the UK ShareSave Scheme:

2023 2022

Number

outstanding

Weighted

average

exercise price

Number

outstanding

Weighted

average

exercise price

At beginning of financial year 13,506,159 1.04 14,253,181 1.16

Granted 12,209,146 0.63 6,231,802 0.91

Exercised – – (11,853) 1.14

Expired (653,706) 1.56 (1,261,628) 1.42

Forfeited (7,773,072) 0.99 (5,705,343) 1.12

At end of financial year 17,288,527 0.75 13,506,159 1.04

Exercisable at end of financial year 1,713,484 1.14 542,545 1.66

Range of exercise prices for the UK ShareSave Scheme (expressed in sterling)

Number

outstanding

Weighted

average

contract life

years

Weighted

average

exercise price

Number

exercisable

Weighted

average

exercise price

At 29 September 2023

£0.01–£1.00 14,053,982 3.13 0.67 – –

£1.01–£2.00 3,234,545 0.74 1.10 1,713,484 1.14

17,288,527 2.68 0.75 1,713,484 1.14

At 30 September 2022

£0.01–£1.00 5,926,561 3.27 0.91 – –

£1.01–£2.00 7,579,598 1.63 1.14 542,545 1.66

13,506,159 3.25 1.04 542,545 1.66

Number and weighted average exercise prices for the Irish ShareSave Scheme (expressed in euro)

The following table sets out the number and weighted average exercise prices (expressed in euro) of, and movements in, share options during

the financial year under the Irish ShareSave Scheme:

2023 2022

Number

outstanding

Weighted

average

exercise price

€

Number

outstanding

Weighted

average

exercise price

€

At beginning of financial year 81,376 1.26 147,996 1.30

Exercised – – (6,722) 1.19

Expired (10,285) 1.75 (28,805) 1.57

Forfeited (9,075) 1.19 (31,093) 1.19

At end of financial year 62,016 1.19 81,376 1.26

Exercisable at end of financial year 62,016 1.19 10,285 1.75

Notes to the Group Financial Statements continued

financial year ended 29 September 2023

143Strategic Report | Directors’ Report | Financial Statements | Other Information

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

Number

outstanding

Weighted

average

contract life

years

Weighted

average

exercise price

€

Number

exercisable

Weighted

average

exercise price

€

At 29 September 2023

€1.01–€2.00 62,016 0.26 1.19 62,016 1.19

62,016 0.26 1.19 62,016 1.19

At 30 September 2022

€1.01–€2.00 81,376 1.13 1.26 10,285 1.75

81,376 1.13 1.26 10,285 1.75

Employee Share Incentive Plan

The Group operates an Employee Share Incentive Plan for all UK employees. This was a once off grant of share awards in January 2022 and

the number of shares was calculated at market value on the date of allocation, and was to be held by a Trustee for the benefit of individual

participants without any additional performance conditions other than three years of service. The shares vest after three years but are forfeit

should an employee voluntarily leave the Group within the three-year time period, subject to normal ‘good leaver’ provisions. The charge

recognised in the Group Income Statement was £0.5m (2022: £0.4m).

The share price on the grant date, for awards granted in January 2022 was £1.35.

The following table illustrates the number of, and movements in, share awards during the financial year under the plan:

2023

Number

outstanding

2022

Number

outstanding

At beginning of financial year 1,911,392 –

Granted – 2,180,216

Exercised (46,920) (18,768)

Forfeited (25,760) (250,056)

At end of financial year 1,838,712 1,911,392

Exercisable at end of financial year – –

Restricted Share Plan

In 2023, the Group launched a Restricted Share Plan to assist with the recruitment and retention of employees in the UK and Ireland below

the Executive Director level. The number of shares granted is calculated at the market value on the date of allocation, without any additional

performance conditions other than continuous service for a period of one year and two years, with 50% of the awards vesting one year

after the grant date, and the remainder vesting after two years. There are no holding periods applicable after the vesting date. The charge

recognised in the Group Income Statement was £0.5m (2022: £Nil).

In June 2023 2,506,236 shares were awarded when the share price was £0.80, and a further 117,537 shares were awarded in September 2023

when the share price was £0.77.

The following table illustrates the number of, and movements in, share awards during the financial year under the plan:

2023

Number

outstanding

At beginning of financial year –

Granted 2,623,773

At end of financial year 2,623,773

Exercisable at end of financial year –

Weighted average assumptions used to value the share schemes

Annual Bonus Plan, Employee Share Incentive Plan and Restricted Share Plan

The fair value of awards granted under the Annual Bonus Plan, Employee Share Incentive Plan and Restricted Share Plan is equal to the share

price on the grant date.

144 Greencore Group plc Annual Report and Financial Statements 2023

6. Share-based payments continued

Weighted average assumptions used to value the share schemes continued

Performance Share Plan

All vesting conditions relating to the awards will be equally weighted when assessing the fair value at grant date. The TSR component has been

valued using a Monte Carlo simulation model which also incorporates the relative volatility of the identified peer group with whom the Group

are compared to assess the TSR vesting condition. The following table shows the weighted average assumptions used to fair value the equity

settled awards granted.

FY23

PSP TSR

FY22

PSP TSR

Dividend yield (%) 4.43% 2.39%

Expected volatility (%) 41.26% 40.63%

Risk-free interest rate (%) 3.16% 0.52%

Expected life of option (years) 3 3

Share price at grant (£) £0.63 £1.33

Fair value (£) £0.27 £0.59

ShareSave Schemes

The ShareSave Schemes equity settled options are also valued at the fair value on grant date and are calculated by applying a trinomial model.

The following table shows the weighted average assumptions used to fair value the equity settled options granted.

2023

ShareSave

2022

ShareSave

Dividend yield (%) 5.96% 4.31%

Expected volatility (%) 42.24% 39.70%

Risk-free interest rate (%) 5.23% 1.75%

Employee failure-to-save rate (p.a.) (%) 20.63% 20.63%

Expected life of option (years) 3 3

Share price at grant (£) £0.84 £0.96

Exercise price (£) £0.63 £0.91

Fair value (£) £0.14 £0.11

The expected volatility is estimated based on the historic volatility of the Company’s share price over a period equivalent to the life of the

relevant option. The risk-free rate of return is the yield on a government bond of a term consistent with the life of the option.

The range of the Company’s share price during the financial year was £0.61–£0.92 (2022: £0.71–£1.47). The average share price during the

2023 financial year was £0.77 (2022: £1.17).

7. Exceptional items

Exceptional items are those which, as set out in our accounting policy, are disclosed separately by virtue of their nature or amount. Such items

are included within the Group Income Statement caption to which they relate.

The Group reports the following exceptional items:

2023

£m

2022

£m

Reorganisation costs (A) (8.9) (16.1)

Defined benefit pension schemes restructuring (B) (0.4) (0.4)

Profit on disposal of trading business (C) 0.1 –

Release of legacy business liability (D) 1.7 –

Reversal of impairment (E) 0.6 –

Non-core property-related income (F) 0.2 –

Total exceptional items before taxation (6.7) (16.5)

Tax credit on exceptional items 1.2 3.0

Total exceptional items (5.5) (13.5)

(A) Reorganisation costs

The Group continued with its change programme ‘Better Greencore’, which commenced in the prior financial year. This is to support

revitalisation of its excellence cost efficiency programmes and unlock further cost efficiencies by reducing organisational complexity. The

Group recognised a charge of £8.9m in the current financial year (2022: £16.1m) of which £6.2m related to people costs and £2.7m related to

professional fees.

Notes to the Group Financial Statements continued

financial year ended 29 September 2023

145Strategic Report | Directors’ Report | Financial Statements | Other Information

(B) Defined benefit pension schemes restructuring

In the current financial year, the Group incurred a charge of £0.4m (2022: £0.4m) in relation to restructuring costs associated with its legacy

defined benefit schemes in Ireland. In FY23, the Trustees of the scheme completed the buy-in of an annuity insurance policy. See Note 24 for

further details.

On 29 September 2023, the Group completed the disposal of its interest in its Irish trading business, Trilby Trading Limited, recognising a profit

on disposal of £0.1m (2022: £Nil). For more detail on the disposal, see Note 28.

(D) Release of legacy business liability

In the current financial year, the Group released £1.7m of a liability relating to legacy business disposals which the Group is satisfied are not

probable to be paid.

(E) Reversal of impairment

As volumes have continued to build back since the impact of COVID-19, the Group reopened a facility and brought its related assets back

into use in the financial year which had been impaired in a prior period. The Group reviewed the assets in line with the requirements of IAS 36

Impairment of Assets and determined it appropriate to recognise a reversal of impairment of £0.6m relating to these assets.

(F) Non-core property-related income

At 29 September 2023, the Group reviewed the fair value of the Irish investment properties portfolio in line with the requirements of IAS 36,

with consideration given to bids received from third parties during the financial year for the purchase of parts of the land and have determined

it appropriate to recognise a reversal of an impairment of £1.6m. The Group also recognised a provision of £1.2m (2022: £Nil) of remediation

costs in relation to investment properties.

Cash Flow on exceptional items

The total net cash outflow during the financial year in respect of exceptional charges was £10.9m (2022: £13.6m), of which £2.7m was in

respect of prior financial year exceptional charges. The net proceeds from the disposal of Trilby Trading Limited of £6.1m has been recognised

separately on the Group Statement of Cash Flows within investing activities.

8. Finance costs and finance income

2023

£m

2022

£m

Finance income

Interest on bank deposits 0.7 0.2

Total finance income 0.7 0.2

Finance costs

Finance costs on interest bearing cash and cash equivalents, borrowings and other financing costs (17.6) (11.3)

Interest on lease obligations (Note 14) (1.2) (1.2)

Net pension financing charge (Note 24) (1.2) (1.1)

Unwind of discount on liabilities (0.1) (0.1)

Change in fair value of derivatives and related debt adjustment (1.2) 1.9

Foreign exchange on inter-company and external balances where hedge accounting is not applied (0.2) (0.7)

Total finance costs (21.5) (12.5)

Recognised directly in equity

Currency translation adjustment (0.5) 1.8

Effective portion of changes in fair value of cash flow hedges (3.1) 8.5

(3.6) 10.3

There were no interest costs capitalised in the financial year (2022: £0.4m).

146 Greencore Group plc Annual Report and Financial Statements 2023

9. Taxation

2023

£m

2022

£m

Current tax

Overseas tax charge 7.6 6.6

Adjustment in respect of prior years (1.4) (3.8)

Total current tax charge (pre-exceptional) 6.2 2.8

Deferred tax

Origination and reversal of temporary differences 6.0 2.9

Legacy defined benefit pension obligations 2.7 2.6

Effect of tax rate change 0.8 1.5

Employee share-based payments (0.8) (0.1)

Adjustment in respect of prior years (4.4) 0.8

Total deferred tax charge (pre-exceptional) 4.3 7.7

Income tax expense (pre-exceptional) 10.5 10.5

Tax on exceptional items

Current tax credit (1.2) (2.9)

Deferred tax credit – (0.1)

Tax credit on exceptional items (1.2) (3.0)

Total tax charge for the financial year 9.3 7.5

Tax relating to items taken directly to equity

Deferred tax relating to items taken directly to equity

Actuarial (loss)/gain on Group legacy defined benefit pension schemes 0.6 4.1

Employee share-based payments (0.3) 0.1

Total deferred tax in equity for the financial year 0.3 4.2

Reconciliation of total tax charge

The tax charge for the financial year can be reconciled to the profit per the Group Income Statement as follows:

2023

£m

2022

£m

Profit for the financial year 35.9 32.3

Adjusted for:

Tax charge for the financial year 9.3 7.5

Profit before taxation 45.2 39.8

Tax charge at Irish corporation tax rate of 12.5% (2022: 12.5%) 5.7 5.0

Effects of:

Expenses not deductible for tax purposes 2.2 0.7

Differences in effective tax rates on overseas earnings 4.6 2.9

Effect of trading losses not recognised 1.8 0.4

Effect of rate change in the UK 0.8 1.5

Adjustment in respect of prior years (5.8) (3.0)

Total tax charge for the financial year 9.3 7.5

Notes to the Group Financial Statements continued

financial year ended 29 September 2023

147Strategic Report | Directors’ Report | Financial Statements | Other Information

Deferred taxation

The Group’s deferred tax assets and liabilities are analysed as follows:

Property,

plant and

equipment

£m

Acquisition

-related

intangibles

£m

Retirement

benefit

obligations

£m

Tax

losses

£m

Employee

share-

based

payment

£m

Other

£m

Total

£m

Year ended 29 September 2023

At 30 September 2022 (11.3) (2.7) 9.9 18.9 0.5 2.9 18.2

Income Statement credit/(charge) 3.0 1.0 (2.0) (6.5) 0.4 (0.2) (4.3)

Tax recorded in equity – – (0.6) – 0.3 – (0.3)

At 29 September 2023 (8.3) (1.7) 7.3 12.4 1.2 2.7 13.6

Deferred tax assets (deductible temporary differences) 2.8 – 9.6 12.4 1.2 2.8 28.8

Deferred tax liabilities (taxable temporary differences) (11.1) (1.7) (2.3) – – (0.1) (15.2)

Net deferred tax asset/(liability) (8.3) (1.7) 7. 3 12.4 1.2 2.7 13.6

Property,

plant and

equipment

£m

Acquisition

-related

intangibles

£m

Retirement

benefit

obligations

£m

Tax

losses

£m

Employee

share-

based

payment

£m

Other

£m

Total

£m

Year ended 30 September 2022

At 24 September 2021 (9.5) (3.6) 16.7 23.2 0.5 2.6 29.9

Income Statement (charge)/credit (1.8) 0.9 (2.6) (4.5) 0.1 0.2 (7.7)

Tax recorded in equity – – (4.1) – (0.1) – (4.2)

Exceptional items (Note 7) – – – 0.1 – – 0.1

Currency translation adjustment and other – – (0.1) 0.1 – 0.1 0.1

At 30 September 2022 (11.3) (2.7) 9.9 18.9 0.5 2.9 18.2

Deferred tax assets (deductible temporary differences) – – 14.8 18.9 0.5 2.9 37.1

Deferred tax liabilities (taxable temporary differences) (11.3) (2.7) (4.9) – – – (18.9)

Net deferred tax asset/(liability) (11.3) (2.7) 9.9 18.9 0.5 2.9 18.2

The Group has not provided deferred tax in relation to temporary differences of approximately £300m (2022: £300m) applicable to

investments in subsidiaries on the basis that the Group can control the timing and realisation of these temporary differences, and it is probable

that the temporary differences will not reverse in the foreseeable future. No provision has been provided in respect of deferred tax relating to

unremitted earnings of subsidiaries as there is no commitment to remit earnings.

No deferred tax asset is recognised in respect of certain tax losses and other attributes incurred by the Group on the grounds that there

is insufficient evidence that the assets will be recoverable. In the event that sufficient profits are generated in the relevant jurisdictions in

the future, these assets may be recovered. The unrecognised deferred tax asset at 29 September 2023 was £54.7m (2022: £42.2m) which

has been calculated based on the tax rate applicable to the jurisdiction to which the losses relate and has been translated to the Group

presentation currency at the closing rate on 29 September 2023.

The total gross unrecognised trading tax losses are £153.8m (2022: £197.3m). There is not an expiry date for these losses in any jurisdiction.

The unrecognised deferred tax asset on these losses amounts to £32.6m (2022: £17.8m).

The total gross unrecognised capital tax losses are £54.7m (2022: £54.7m). These capital losses will not expire in any jurisdiction. The

unrecognised deferred tax asset on these losses amounts to £14.3m (2022: £14.3m)

Recognition of deferred tax assets is a key judgement in the Group Financial Statements as disclosed in Note 1.

Factors that may impact future tax charges and other disclosures

The Group is within the scope of the OECD Pillar Two model rules. Pillar Two legislation is expected to be enacted in Ireland in December

2023 and will come into effect from 1 January 2024. Since the Pillar Two legislation is not effective at the reporting date of 29 September

2023, the Group has no related current tax exposure. The Group applies the exception to recognising and disclosing information about

deferred tax assets and liabilities related to Pillar Two income taxes, as provided in the amendments to IAS 12 issued in May 2023.

Under the new legislation, groups will be liable to assess their effective tax rate (according to complex new rules) in each jurisdiction that they

operate. If the effective tax rate in any jurisdiction is less than the 15% minimum rate top up taxes will be payable. The Group are not expecting

to pay top up taxes in the period ending in September 2024. The Group will continue to assess its position to estimate any impact.

148 Greencore Group plc Annual Report and Financial Statements 2023

10. Earnings per Ordinary Share

Basic earnings per Ordinary Share is calculated by dividing the profit attributable to equity holders of the Company by the weighted average

number of Ordinary Shares in issue during the financial year, excluding Ordinary Shares purchased by the Company and held in trust in

respect of the Annual Bonus Plan, the Performance Share Plan, the Employee Share Incentive Plan and the Restricted Share Plan.

Diluted earnings per Ordinary Share is calculated by adjusting the weighted average number of Ordinary Shares outstanding to assume

conversion of all dilutive potential Ordinary Shares.

Adjusted Basic Earnings per Share is calculated as Adjusted Earnings divided by the weighted average number of Ordinary Shares in issue

during the financial year. The numerator for Adjusted Basic Earnings per Share is calculated as profit attributable to equity holders of the

Company adjusted to exclude exceptional items (net of tax), the effect of foreign exchange (‘FX’) on inter-company and certain external

balances where hedge accounting is not applied, the movement in the fair value of all derivative financial instruments and related debt

adjustments, the amortisation of acquisition-related intangible assets (net of tax) and the effect of interest expense relating to legacy defined

benefit pension liabilities (net of tax).

In the current financial year, the Group repurchased 33,382,718 Ordinary Shares (2022: 9,728,677) in the Company, by way of a share buyback,

costing £26.2m (2022: £8.8m). These shares were immediately cancelled. The effect of this on the weighted average number of Ordinary

Shares was a decrease of 16,134,894 shares (2022: 774,827).

The total Ordinary Shares in issue at 29 September 2023 was 483,453,842 (2022: 516,836,560).

Numerator for earnings per share and Adjusted Earnings per Share calculations

2023

£m

2022

£m

Profit attributable to equity holders of the Company (numerator for earnings per share calculations) 35.9 32.3

Exceptional items (net of tax) 5.5 13.5

Movement on fair value of derivative financial instruments and related debt adjustments 1.2 (1.9)

FX effect on inter-company and external balances where hedge accounting is not applied 0.2 0.7

Amortisation of acquisition-related intangible assets (net of tax) 2.7 2.7

Pension financing (net of tax) 0.7 0.8

Numerator for Adjusted Earnings per Share calculations 46.2 48.1

Denominator for basic earnings per share and Adjusted Earnings per Share calculations

2023

‘000

2022

‘000

Shares in issue at the beginning of the financial year 516,837 526,547

Effect of share buyback and cancellation in the financial year (16,135) (775)

Effect of shares held by Employee Benefit Trust (5,330) (2,403)

Effect of shares issued during the financial year – 13

Weighted average number of Ordinary Shares in issue during the financial year 495,372 523,382

Denominator for diluted earnings per share calculations

Employee Performance Share Plan awards, which are performance based, are treated as contingently issuable shares, because their issue is

contingent upon satisfaction of specified performance conditions in addition to the passage of time. These contingently issuable Ordinary

Shares are excluded from the computation of diluted earnings per Ordinary Share where the conditions governing exercisability have not been

satisfied as at the end of the reporting period.

A total of 20,252,989 (2022: 17,031,830) unvested shares were excluded from the diluted earnings per share calculation as they were either

antidilutive or contingently issuable Ordinary Shares which had not satisfied the performance conditions attaching at the end of the 2023

financial year.

A reconciliation of the weighted average number of Ordinary Shares used for the purpose of calculating the diluted earnings per share

amounts is as follows:

2023

‘000

2022

‘000

Weighted average number of Ordinary Shares in issue during the financial year 495,372 523,382

Dilutive effect of share options 1,165 2,123

Weighted average number of Ordinary Shares for diluted earnings per share 496,537 525,505

Notes to the Group Financial Statements continued

financial year ended 29 September 2023

149Strategic Report | Directors’ Report | Financial Statements | Other Information

Earnings per share calculations

2023

Total

pence

2022

Total

pence

Basic earnings per Ordinary Share 7.2 6.2

Adjusted Earnings per Ordinary Share 9.3 9.2

Diluted earnings per Ordinary Share 7.2 6.1

11. Dividends paid and proposed

There were no dividends paid in the current or prior year and there are no dividends proposed to be paid.

In the current financial year, the next phase of the value return to shareholders completed with a further £26.2m value (2022: £8.8m) returned

up to 29 September 2023 in the form of a share buyback. The Group launched the fourth share buyback programme which commenced on

10 October 2023 and will end no later than 30 March 2024 and will conclude the £50m commitment.

12. Goodwill and intangible assets

Goodwill

£m

Acquisition

-related

intangible assets

– Customer

£m

Computer

software

and other

intangibles

£m

Total

£m

Year ended 29 September 2023

At 30 September 2022 449.4 11.1 7.6 468.1

Additions – – 1.4 1.4

Amortisation charge – (3.6) (2.7) (6.3)

Disposal of undertakings (Note 28) (2.0) – – (2.0)

Currency translation adjustment (0.1) – – (0.1)

At 29 September 2023 447.3 7. 5 6.3 461.1

Year ended 29 September 2023

Cost 457.9 52.3 18.5 528.7

Accumulated impairment/amortisation (10.6) (44.8) (12.2) (67.6)

At 29 September 2023 447.3 7. 5 6.3 461.1

Goodwill

£m

Acquisition

-related

intangible assets

– Customer

£m

Computer

software

and other

intangibles

£m

Total

£m

Year ended 30 September 2022

At 24 September 2021 449.4 14.7 9.2 473.3

Additions – – 1.5 1.5

Amortisation charge – (3.6) (3.1) (6.7)

Currency translation adjustment – – – –

At 30 September 2022 449.4 11.1 7.6 468.1

Year ended 30 September 2022

Cost 460.0 52.3 20.6 532.9

Accumulated impairment/amortisation (10.6) (41.2) (13.0) (64.8)

At 30 September 2022 449.4 11.1 7.6 468.1

During the financial year, £2.0m of goodwill was disposed of as part of the disposal of the Irish ingredients trading business, Trilby Trading

Limited. See Note 28 for further details.

150 Greencore Group plc Annual Report and Financial Statements 2023

12. Goodwill and intangible assets continued

Goodwill and impairment testing

Goodwill acquired in business combinations is allocated, at acquisition, to the cash generating units (‘CGUs’) that are expected to benefit from

that business combination. The Group had allocated goodwill to its two CGUs, Convenience Foods UK and Irish Ingredients and Property

trading businesses.

The CGUs represent the lowest level within the Group at which the associated goodwill is assessed for internal management purposes and

are not larger than the operating segment determined in accordance with IFRS 8 Operating Segments. A summary of the allocation of the

carrying value of goodwill by CGU is as follows:

2023

£m

2022

£m

Convenience Foods UK 447.3 447.4

Irish Ingredients and Property – 2.0

447.3 449.4

As the goodwill relating to the Irish Ingredients and Property CGU was disposed of during the financial year, an impairment assessment of this

CGU was not required at 29 September 2023.

Key assumptions

The recoverable amount of goodwill allocated to the Convenience Foods UK CGU is based on a value in use calculation with the key

assumptions set out in the table below.

The market capitalisation of the Group at 29 September 2023 was below the Group’s net asset value at that date, which is an indicator of

impairment. This has been considered in the impairment testing performed. Assumptions underpinning the value in use calculation include

management’s estimates of cash flow projections, long-term growth rates and discount rates.

Key assumptions Basis for determining values assigned to key assumptions

Cash flow projections

The cash flow projections are based on the FY24 budget, which has been approved by the Board,

and a two-year strategic plan, which specifically excludes incremental profits and other cash flows

stemming from any potential future acquisitions or future operational restructuring.

In preparing the FY24 budget and the FY25 and FY26 strategic plan, the Group has based these

on industry experience with changes in selling prices and direct costs based on past practices and

expectations of future changes in the market. Future cash flows also take account of cost inflation and

price recovery and growth in future volumes. The cash flows include an assumption on maintenance

capital expenditure required by the business over the future projected period.

The impact of climate change risks as part of our near-term strategy including investments in effluent

treatment, capital expenditure to assist in our carbon emission reduction targets, and impairment

considerations on transition of the Group’s distribution fleet to electric vehicles and alternative

fuels have been considered as part of the goodwill impairment testing process through cash flow

projections.

Long-term growth rate

A long-term growth rate of 2% (FY22: 2%) has been used in extrapolating the cashflows beyond the

budget and strategic plan period to perpetuity. This growth rate does not exceed the long-term

average growth rate for industries in which the CGU operates.

Discount rate

The pre-tax discount rate has increased in the current financial year for the Convenience Foods UK

CGU, from 11% at 30 September 2022 to 13% at 29 September 2023. The pre-tax discount rates are

based on the Group’s weighted average cost of capital, calculated using the Capital Asset Pricing

Model adjusted for the Group’s specific beta coefficient together with a country risk premium to take

account where the CGU derives its cash flows.

Applying these techniques, no impairment charge arose in 2023 (2022: £Nil).

Sensitivity analysis

The key assumptions underlying the impairment reviews are set out above. Sensitivity analysis has been conducted in respect of the CGU

using the following sensitivity assumptions: 1% increase in the discount rate; 10% decrease in cash flow projections; and nil terminal value

growth. There was no CGU impairments as a result of the applied sensitivity analysis in 2023.

Notes to the Group Financial Statements continued

financial year ended 29 September 2023

151Strategic Report | Directors’ Report | Financial Statements | Other Information

13. Property, plant and equipment

Land and

buildings

£m

Plant and

machinery

£m

Fixtures and

fittings

£m

Capital work in

progress

£m

Total

£m

Year ended 29 September 2023

At 30 September 2022 158.5 134.5 12.7 13.7 319.4

Additions 0.2 1.0 1.4 33.8 36.4

Depreciation charge (11.6) (21.8) (4.1) – (37.5)

Impairments (0.6) (1.9) (0.2) (0.3) (3.0)

Reversal of impairment 0.4 0.2 – – 0.6

Reclassifications 9.7 16.0 2.6 (28.3) –

Disposal of undertakings (Note 28) (0.4) – – – (0.4)

At 29 September 2023 156.2 128.0 12.4 18.9 315.5

Year ended 29 September 2023

Cost 266.4 332.2 50.7 18.9 668.2

Accumulated depreciation (110.2) (204.2) (38.3) – (352.7)

At 29 September 2023 156.2 128.0 12.4 18.9 315.5

Year ended 30 September 2022

At 24 September 2021 154.6 119.1 16.3 17.4 307.4

Additions 0.2 1.7 0.8 46.2 48.9

Depreciation charge (10.9) (19.8) (5.3) – (36.0)

Impairments (0.2) (0.6) (0.1) – (0.9)

Reclassifications 14.8 34.1 1.0 (49.9) –

At 30 September 2022 158.5 134.5 12.7 13.7 319.4

Year ended 30 September 2022

Cost 256.5 315.2 46.7 13.7 632.1

Accumulated depreciation (98.0) (180.7) (34.0) – (312.7)

At 30 September 2022 158.5 134.5 12.7 13.7 319.4

Capital work in progress relates to buildings and plant and machinery under construction which the Group expect will be brought into use

within 12–24 months.

The Group keeps all assets under review on an ongoing basis to identify any impairments to be recognised as a result of obsolescence due

to either a change in production methods rendering certain assets idle or impairment due to replacement of assets to align with the Group’s

net zero targets. The Group recognised an impairment charge of £3.0m (2022: £0.9m) following these reviews being carried out. This was

charged to operating costs in the Group Income Statement in both the current and the prior year. No assets were impaired in the current

financial year due to climate-related strategy.

During the current financial year, the Group recognised the reversal of impairment of £0.6m (2022: £Nil) in certain assets which have been

brought back into use in the financial year. This has been reviewed in line with the requirements of IAS 36 Impairment of Assets.

At 29 September 2023, the Group disposed of its investment in Trilby Trading Limited and as such £0.4m of land and buildings was disposed

of. For further details, see Note 28.

152 Greencore Group plc Annual Report and Financial Statements 2023

14. Leases

The movement in the Group’s right-of-use assets during the financial year is as follows:

Land and

buildings

£m

Plant and

machinery

£m

Motor

vehicles

£m

Total

£m

Year ended 29 September 2023

At 30 September 2022 29.3 7.6 7. 5 44.4

Additions 7.3 1.9 4.1 13.3

Disposals – (0.1) (0.3) (0.4)

Depreciation charge for the financial year (6.8) (3.2) (6.3) (16.3)

Right-of-use assets at 29 September 2023 29.8 6.2 5.0 41.0

Land and

buildings

£m

Plant and

machinery

£m

Motor

vehicles

£m

Total

£m

Year ended 30 September 2022

At 24 September 2021 34.5 8.6 11.0 54.1

Additions 0.4 2.6 3.8 6.8

Disposals – (0.3) (0.6) (0.9)

Depreciation charge for the financial year (5.6) (3.3) (6.7) (15.6)

Right-of-use assets at 30 September 2022 29.3 7.6 7.5 44.4

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

2023

£m

2022

£m

At beginning of financial year 48.0 59.6

Additions 13.0 6.6

Disposals (0.4) (0.9)

Payments for lease liabilities (15.6) (17.3)

Payments for lease interest (1.2) (1.2)

Lease interest charge 1.2 1.2

At end of financial year 45.0 48.0

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

2023

£m

2022

£m

Within one year 14.3 14.4

Between one and five years 25.9 26.3

Over 5 years 4.8 7.3

Total 45.0 48.0

Analysed as:

Current liabilities 14.3 14.4

Non-current liabilities 30.7 33.6

Total 45.0 48.0

The Group avails of the exemption from capitalising lease costs for short-term leases and low-value assets where the relevant criteria are met.

The following lease costs have been charged to the Group Income Statement on a straight-line basis:

2023

£m

2022

£m

Short-term leases 6.3 5.4

Leases of low-value assets 0.1 0.2

Total 6.4 5.6

The total cash outflow for lease payments during the financial year was as follows:

2023

£m

2022

£m

Cash outflow for short-term leases and leases of low value 6.4 5.6

Lease payments relating to capitalised right-of-use leased assets 15.6 17.3

Interest payments relating to lease obligations 1.2 1.2

Total 23.2 24.1

Notes to the Group Financial Statements continued

financial year ended 29 September 2023

153Strategic Report | Directors’ Report | Financial Statements | Other Information

15. Investment property

2023

£m

2022

£m

At beginning of the financial year 3.1 3.0

Reversal of impairment 1.6 –

Currency translation adjustment (0.1) 0.1

At end of financial year* 4.6 3.1

Analysed as:

Cost 4.6 3.1

Accumulated depreciation – –

At end of financial year 4.6 3.1

* The majority of the Group’s investment property is land and is not depreciated.

The carrying value of the Group’s investment properties at 29 September 2023 was £4.6m (2022: £3.1m). The valuations were carried out by the

Group using external independent valuers and property brokers and was arrived at by reference to location, market conditions and status of planning

applications. In addition, the Group have been in negotiation with third-party market participants to purchase some of the land in the Irish investment

property portfolio. As the market price was higher than the carrying value, the Group have reviewed the carrying value in line with the requirements of

IAS 36 Impairment of Assets and have considered it appropriate to reverse part of an impairment recognised in a prior period of £1.6m (2022: £Nil).

The fair values of investment properties require Level 3 inputs to determine a fair value measurement.

An increase or decrease in the price per hectare of 5% would result in a 5% or £0.2m increase or decrease in the fair value of the land.

16. Inventories

2023

£m

2022

£m

Raw materials and consumables 39.8 38.2

Work in progress 0.3 0.4

Finished goods and goods for resale 32.8 24.7

72.9 63.3

None of the above carrying amounts have been pledged as security for liabilities entered into by the Group.

Inventory recognised within cost of sales 1,032.3 847.4

The amount recognised as an expense for a reduction in the carrying value of inventory from cost to net realisable value was £6.9m

(2022: £4.5m).

17. Trade and other receivables

2023

£m

2022

£m

Current

Trade receivables 170.6 179.5

Other receivables 40.3 42.5

Prepayments 12.9 14.5

VAT 10.3 12.1

Contract costs 0.1 0.1

Total 234.2 248.7

The fair value of current receivables approximates book value due to their short-term nature.

Approximately £36.0m (2022: £36.0m) of the Group’s trade and other receivables are secured against pension liabilities. See Note 24 for

further details.

The Group’s exposure to credit and currency risk and impairment losses related to trade and other receivables is set out in Note 22.

154 Greencore Group plc Annual Report and Financial Statements 2023

18. Trade and other payables

2023

£m

2022

£m

Current

Trade payables 316.3 295.8

Employment related taxes 9.7 11.7

Other payables and accrued expenses 120.0 137.6

Current trade and other payables 446.0 445.1

Non-current

Other payables 2.4 2.7

Total trade and other payables 448.4 447.8

The fair value of trade and other payables approximates book value due to their short-term nature.

The Group’s exposure to liquidity and currency risk is disclosed in Note 22.

19. Cash and cash equivalents and bank overdrafts

2023

£m

2022

£m

Cash at bank and in hand 116.5 99.6

Cash at bank earns interest at floating rates based on daily bank deposit rates. Short-term deposits are made for varying periods, between

one day and one month, depending on the immediate cash requirements of the Group, and earn interest at the respective short-term deposit

rates. The fair value of cash and cash equivalents equals the carrying amount.

For the purposes of the Group Statement of Cash Flows, cash and cash equivalents and bank overdrafts are presented net as follows:

2023

£m

2022

£m

Cash at bank and in hand 116.5 99.6

Bank overdraft (Note 20) (83.7) (52.9)

Total cash and cash equivalents and bank overdrafts 32.8 46.7

20. Borrowings

2023

£m

2022

£m

Current

Bank overdrafts 83.7 52.9

Bank borrowings 45.0 –

Private Placement Notes 16.0 16.9

Total current borrowings 144.7 69.8

Non-current

Bank borrowings 94.0 158.8

Private Placement Notes 31.8 51.0

Total non-current borrowings 125.8 209.8

Total borrowings 270.5 279.6

The maturity of borrowings is as follows:

2023

£m

2022

£m

Less than 1 year 144.7 69.8

Between 1 and 2 years 16.0 111.9

Between 2 and 5 years 109.8 97.9

270.5 279.6

Notes to the Group Financial Statements continued

financial year ended 29 September 2023

155Strategic Report | Directors’ Report | Financial Statements | Other Information

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

2023

£m

2022

£m

6 months or less 139.0 158.8

1 – 5 years 47.8 67.9

186.8 226.7

The average spread that the Group paid on its financing facilities in the financial year ended 29 September 2023 was 1.80% (2022: 2.16%).

Bank overdrafts are part of the Group cash pooling arrangement and therefore are not exposed to interest rate changes.

Bank borrowings

The Group’s bank borrowings are denominated in sterling. At 29 September 2023 interest is set at commercial rates based on a spread above

SONIA.

The Group’s bank borrowings, net of finance fees amounted to £139.0m at 29 September 2023 (September 2022: £158.8m) with maturities

ranging from June 2024 to January 2026. The Group had £295.0m (September 2022: £350.0m) of undrawn committed bank facilities

in respect of which all conditions precedent had been met. Uncommitted facilities undrawn at 29 September 2023 amounted to £5.0m

(September 2022: £9.5m).

Private Placement Notes

The Group’s outstanding Private Placement Notes net of finance fees amounted to £47.8m (denominated as $41.9m and £13.5m) at

29 September 2023 (2022: £67.9m, denominated as $55.9m and £18m). These were issued as fixed rate debt in June 2016 ($55.9m and £18m)

with maturities ranging between June 2024 and June 2026. The Group repaid $14.0m and £4.5m Private Placement Notes in June 2023

(2022: $65m repaid in October 2021).

In December 2018, the Group entered into cross-currency swap arrangements for the $55.9m Private Placement Notes to swap from fixed

rate US dollar to fixed rate sterling. The fixed rate US dollar to fixed rate sterling swaps are designated as cash flow hedges.

Revisions to financing agreements

Subsequent to the year end, the Group has refinanced its debt facilities with a new five-year £350m sustainability-linked revolving credit

facility (‘RCF’), maturing in November 2028 with the option to extend for up to a further two years. This new facility replaces the existing

£340m RCF that was due to mature in January 2026. A £45m term loan due to mature in June 2024 was also repaid in full as part of this debt

restructuring.

Guarantees

The Group’s financing facilities are secured by guarantees from Greencore Group plc and cross-guarantees from various companies within

the Group. The Group treats these guarantee contracts as contingent liabilities until such time as it becomes probable that a payment will be

required under such guarantees.

Interest rate profile

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

dollar

£m

Euro

£m

Sterling

£m

Total

£m

Floating rate net debt 0.1 5.2 (21.5) (16.2)

Fixed rate net debt (34.3) – (103.5) (137.8)

Total (34.2) 5.2 (125.0) (154.0)

The interest rate profile of cash and cash equivalents and borrowings at 30 September 2022 was as follows:

Australian

dollar

£m

dollar

£m

Euro

£m

Sterling

£m

Total

£m

Floating rate net debt 0.1 (1.4) 5.8 (26.5) (22.0)

Fixed rate net debt – (50.0) – (108.0) (158.0)

Total 0.1 (51.4) 5.8 (134.5) (180.0)

156 Greencore Group plc Annual Report and Financial Statements 2023

21. Derivative financial instruments

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

2023

Assets

£m

Liabilities

£m

Net

£m

Current

Cross-currency swaps – cash flow hedges 0.4 – 0.4

Interest rate swaps – cash flow hedges 0.5 – 0.5

Forward foreign exchange contracts – not designated as hedges – (0.0) (0.0)

0.9 (0.0) 0.9

Non-current

Cross-currency swaps – cash flow hedges 1.2 – 1.2

Interest rate swaps – cash flow hedges 2.5 – 2.5

3.7 – 3.7

Total 4.6 (0.0) 4.6

2022

Assets

£m

Liabilities

£m

Net

£m

Current

Cross-currency swaps – cash flow hedges 1.5 – 1.5

Forward foreign exchange contracts – not designated as hedges 1.0 (0.1) 0.9

2.5 (0.1) 2.4

Non-current

Cross-currency swaps – cash flow hedges 5.9 – 5.9

Interest rate swaps – cash flow hedges 6.4 – 6.4

Forward foreign exchange contracts – not designated as hedges 0.1 – 0.1

12.4 – 12.4

Total 14.9 (0.1) 14.8

Derivative instruments which are held for trading and are not designated as effective hedging instruments are classified as a current asset or

liability (as appropriate) regardless of maturity if the Group expects that they may be settled within 12 months of the year end date. Derivative

instruments that are designated as effective hedging instruments are classified as a current or non-current asset or liability by reference to the

maturity of the hedged item.

Cross-currency swaps

The Group utilises cross-currency swaps to convert fixed rate US dollar Private Placement Notes into fixed rate sterling liabilities.

Interest rate swaps

The Group utilises interest rate swaps to convert floating rate sterling into fixed rate sterling debt liabilities.

The principal amount of the Group’s borrowings which are swapped at 29 September 2023 total £90.0m (2022: £90.0m). At 29 September

2023, the fixed interest rates varied from 0.504% to 0.660% (2022: 0.504% to 0.660%) which mature in October 2023 and October 2024.

Forward foreign exchange contracts

The notional principal amounts of outstanding forward foreign exchange contracts at 29 September 2023 total £9.6m (2022: £47.4m). No

outstanding forward foreign exchange contracts are designated as cash flow hedges as at 29 September 2023 (2022: £Nil).

22. Financial risk management and financial instruments

Financial risk management objectives and policies

The Group’s activities expose it to a variety of financial risks that include interest rate risk, foreign currency risk, liquidity risk, credit risk and

price risk. These financial risks are actively managed by the Group’s Treasury and Purchasing departments under strict policies and guidelines

approved by the Board of Directors. The Group’s Treasury department actively monitors market conditions with a view to minimising the

exposure of the Group to changing market factors while at the same time minimising the volatility of the funding costs of the Group. The

Group uses derivative financial instruments such as foreign currency contracts, cross-currency swaps and interest rate swaps to manage the

financial risks associated with the underlying business activities of the Group.

Financial instruments that are carried at fair value, use different valuation methods. The different levels have been defined as follows:

Level 1: Quoted prices (unadjusted) in active markets for identical assets and liabilities.

Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices)

or indirectly (i.e. derived from prices).

Level 3: Inputs for the asset or liability that are not observable market data (unobservable inputs).

Notes to the Group Financial Statements continued

financial year ended 29 September 2023

157Strategic Report | Directors’ Report | Financial Statements | Other Information

The fair value of the financial liabilities held at amortised cost and the financial liabilities in fair value hedges are within Level 2 of the fair value

hierarchy and have been calculated by discounting the expected future cash flows at prevailing interest rates and by applying financial year

end exchange rates.

2023

Loans and

receivables

£m

FV through

profit or loss

£m

Cash flow

hedges

£m

Financial

liabilities at

amortised cost

£m

Carrying value

£m

Fair value

£m

Cash and cash equivalents* 116.5 – – – 116.5 116.5

Bank overdrafts* – – – (83.7) (83.7) (83.7)

Derivative financial instruments** – (0.0) 4.6 – 4.6 4.6

Bank borrowings** – – – (139.0) (139.0) (138.9)

Private Placement Notes** – – – (47.8) (47.8) (45.9)

* Level 1

** Level 2

2022

Loans and

receivables

£m

FV through

profit or loss

£m

Cash flow

hedges

£m

Financial

liabilities at

amortised cost

£m

Carrying value

£m

Fair value

£m

Cash and cash equivalents* 99.6 – – – 99.6 99.6

Bank overdrafts* – – – (52.9) (52.9) (52.9)

Derivative financial instruments** – 1.0 13.8 – 14.8 14.8

Bank borrowings** – – – (158.8) (158.8) (151.1)

Private Placement Notes** – – – (67.9) (67.9) (65.3)

* Level 1

** Level 2

The carrying value of trade and other receivables and trade and other payables are considered a reasonable approximation of fair value and

therefore have not been included in the tables above.

During the financial year and prior year, there were no transfers between the different levels identified above.

Interest rate risk

The Group’s exposure to market risk for changes in interest rates arises from its floating rate borrowings, cash and cash equivalents and

derivatives. The Group’s policy is to optimise interest cost and reduce volatility in reported earnings. This is managed by reviewing the debt

profile of the Group regularly on a currency by currency basis and by selectively using interest rate swaps to manage the level of floating

interest rate exposure.

The Group holds private placement in US dollars which have been swapped to sterling using cross-currency swaps.

Sensitivity analysis for floating rate debt

The full year impact of both an upward and downward movement in each applicable interest rate and interest rate curve by 100 basis points

(assuming all the other variables remain constant) is shown below.

On profit after tax On equity

2023

£m

2022

£m

2023

£m

2022

£m

Effect of a downward movement of 100 basis points 0.5 0.7 0.0 (0.6)

Effect of an upward movement of 100 basis points (0.5) (0.7) (0.0) 0.5

negative = cost, positive = gain

158 Greencore Group plc Annual Report and Financial Statements 2023

22. Financial risk management and financial instruments continued

Foreign currency risk

The Group is exposed to currency risk on sales and purchases in certain businesses that are denominated in currencies other than the

functional currency of the entity concerned. The Group utilises foreign currency contracts to economically hedge foreign exchange

exposures arising from these transactions.

The Group’s trading entity exposures to foreign currency risk for amounts not denominated in the functional currency of the relevant entity at

the year end date were as follows (excluding derivative financial instruments):

2023 2022

Denominated in:

Euro

£m

US dollars

£m

Sterling

£m

Euro

£m

US dollars

£m

Sterling

£m

Trade receivables and other receivables 0.3 – – 1.8 6.6 2.5

Trade payables and other payables (5.2) – – (7.0) (1.0) (1.8)

Cash and cash equivalents and bank overdrafts 5.1 0.1 – (4.9) (1.4) (0.5)

Gross balance sheet exposure 0.2 0.1 – (10.1) 4.2 0.2

Sensitivity analysis for primary foreign currency risk

A 10% strengthening of the sterling exchange rate against the euro exchange rates in respect of the translation of amounts not denominated in

the functional currency of relevant entities into the functional currency would impact profit after tax and equity by the amount shown below.

This assumes that all other variables remain constant. A 10% weakening of the sterling exchange rate against the euro exchange rates would

have an equal and opposite effect.

On profit after tax On equity

2023

£m

2022

£m

2023

£m

2022

£m

Impact of 10% strengthening of sterling vs. euro gain/(loss) 0.8 (0.2) 4.5 5.1

Currency profile

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

was as follows:

US dollar

£m

Euro

£m

Sterling

£m

Total

£m

Cash and cash equivalents and bank overdrafts 0.1 5.2 27.5 32.8

Current borrowings (11.4) – (49.6) (61.0)

Non-current borrowings (22.9) – (102.9) (125.8)

Other derivative financial instruments – – 4.6 4.6

Total (34.2) 5.2 (120.4) (149.4)

The currency profile of cash and cash equivalents and bank overdrafts, borrowings and derivative financial instruments at 30 September 2022

was as follows:

Australian

dollar

£m

US dollar

£m

Euro

£m

Sterling

£m

Total

£m

Cash and cash equivalents and bank overdrafts 0.1 (1.4) 5.8 42.2 46.7

Current borrowings – (12.5) – (4.4) (16.9)

Non-current borrowings – (37.5) – (172.3) (209.8)

Other derivative financial instruments – – – 14.8 14.8

Total 0.1 (51.4) 5.8 (119.7) (165.2)

Notes to the Group Financial Statements continued

financial year ended 29 September 2023

159Strategic Report | Directors’ Report | Financial Statements | Other Information

Liquidity risk

The Group’s policy on funding capacity is to ensure that it always has sufficient long-term funding and committed bank facilities in place

to meet foreseeable peak borrowing requirements with an appropriate level of additional headroom. A prudent approach to liquidity risk

management is taken by the Group by spreading the maturities of its debt using long-term financing. The Group’s Treasury department

actively monitors the current and future funding requirements of the business on a daily basis. Excess funds are placed on short-term deposit

for up to one month whilst ensuring that sufficient cash is available on demand to meet expected operational requirements.

Subsequent to the year end, the Group has refinanced its debt facilities with a new five year £350m sustainability-linked revolving credit facility

(‘RCF’), maturing in November 2028 with the option to extend for up to a further two years. This new facility replaces the existing £340m RCF

that was due to mature in January 2026. A £45m term loan due to mature in June 2024 was also repaid in full as part of this debt restructuring.

The following are the carrying amounts and contractual maturities of liabilities of financial liabilities (including interest payments):

29 September 2023

Carrying

amount

£m

Contractual

amount

£m

Period

1–6 months

£m

Period

6–12 months

£m

Period

1–5 years

£m

Period

>5 years

£m

Non-derivative financial instruments

Bank overdrafts (83.7) (83.7) (83.7) – – –

Bank borrowings (139.0) (158.1) (5.0) (49.3) (103.8) –

Private Placement Notes (47.8) (51.6) (1.1) (16.8) (33.7) –

Lease liabilities (45.0) (45.8) (9.5) (3.9) (28.0) (4.4)

Trade payables, other payables and accrued expenses (438.7) (438.7) (436.3) – (2.4) –

Derivative financial instruments

Interest rate swaps – cash flow hedges 3.0

Inflow/(outflow) 2.5 1.3 1.1 0.1 –

Cross-currency swaps – cash flow hedges 1.6

Inflow 37.2 0.8 12.1 24.3 –

(Outflow) (35.6) (0.6) (11.6) (23.4) –

Forward foreign exchange contracts (0.0)

Inflow 9.6 9.6 – – –

(Outflow) (9.6) (9.6) – – –

30 September 2022

Carrying

amount

£m

Contractual

amount

£m

Period

1–6 months

£m

Period

6–12 months

£m

Period

1–5 years

£m

Period

>5 years

£m

Non-derivative financial instruments

Bank overdrafts (52.9) (52.9) (52.9) – – –

Bank borrowings (158.8) (185.3) (4.9) (5.6) (174.8) –

Private Placement Notes (67.9) (70.8) (0.5) (17.6) (52.7) –

Lease liabilities (48.0) (51.1) (8.2) (7.2) (28.2) (7.5)

Trade payable, other payables and accrued expenses (436.1) (436.1) (433.4) – (2.7) –

Derivative financial instruments

Interest rate swaps – cash flow hedges 6.4

Inflow/(outflow) 7.5 1.6 2.0 3.9 –

Cross-currency swaps – cash flow hedges 7.4

Inflow 55.3 1.2 13.5 40.6 –

(Outflow) (48.2) (0.8) (11.8) (35.6) –

Forward foreign exchange contracts 1.0

Inflow 47.4 27.1 14.9 5.4 –

(Outflow) (46.8) (26.9) (14.6) (5.3) –

Credit risk

Credit risk refers to the risk of financial loss to the Group if a counterparty defaults on its contractual obligations on financial assets held in the

balance sheet. Risk is monitored both centrally and locally.

The Group derives a significant proportion of its revenue from sales to a limited number of major customers (see details in Note 2). Sales to

individual customers can be of significant value and the failure of any such customer to honour its debts could materially impact the Group’s

results. The Group derives significant benefit from trading with its large customers and manages the risk by regularly reviewing the credit

history and rating of all significant customers and reviewing outstanding balances for indicators of impairment. There have been no significant

changes to the Group’s credit risk parameters or to the composition of the Group’s trade receivables during the financial year.

The Group also manages credit risk in the UK through the use of a receivables purchase arrangement. Under the terms of this agreement the

Group has transferred substantially all of the credit risk and control of the receivables, which are subject to this agreement, and accordingly,

£56.9m (2022: £54.0m) has been derecognised at year end. The impact on the Group’s Statement of Cash Flows is recognised in working

capital movements within operating activities.

160 Greencore Group plc Annual Report and Financial Statements 2023

Notes to the Group Financial Statements continued

financial year ended 29 September 2023

22. Financial risk management and financial instruments continued

Credit risk continued

In addition, the Group operates trade receivable factoring arrangements with two of its larger customers. These arrangements allow the

Group to choose to factor the receivable before the sales are contractually due from the customer. These are non-recourse arrangements

and therefore amounts are derecognised from trade receivables. At 29 September 2023 £39.3m (2022: £39.9m) was drawn under these

factoring facilities. The Group presents the factoring arrangements as part of the movement in working capital in the Group Statement of

Cash Flows.

The aged analysis of trade receivables for the year ended 29 September 2023 and 30 September 2022 is summarised in the table below.

2023

£m

2022

£m

Receivable within 1 month of the balance sheet date 167.6 172.2

Receivable between 1 and 3 months of the balance sheet date 1.5 5.5

Receivable greater than 3 months of the balance sheet date 1.5 1.8

Total trade receivables 170.6 179.5

Trade receivables are in general receivable within 90 days of the invoice date, are unsecured and are not interest bearing. The figures disclosed

above are stated net of allowances for impairment.

The Group applies the simplified approach to providing for expected credit losses (‘ECLs’) permitted by IFRS 9 Financial Instruments, which

requires expected lifetime losses to be recognised from initial recognition of the trade receivables. The Group uses an allowance matrix to

measure the ECLs of trade receivables based on its credit loss rates. Expected loss rates are based on historical payment profiles of sales and

the corresponding historical credit loss experience. The historical loss rates are adjusted to reflect current and forward economic factors

if there is evidence to suggest these factors will affect the ability of the customer to settle receivables. The Group has determined the ECL

default rate using market default risk probabilities with regard to its key customers.

The movements in the allowance for impairment of trade receivables are as follows:

2023

£m

2022

£m

At the beginning of the financial year (3.4) (2.3)

Provided during the financial year (1.1) (1.2)

Written off during the financial year 0.7 0.1

Recovered during the financial year 0.1 –

Disposal of undertakings 0.3 –

At end of financial year (3.4) (3.4)

The Group has calculated ECL on other receivables balances using market default risk probabilities for key customers and has assessed that an

allowance for impairment would be immaterial and therefore has not been provided for at 29 September 2023 (2022: £Nil).

Cash and cash equivalents and bank overdrafts

Exposure to credit risk on cash and derivative financial instruments is actively monitored by the Group’s Treasury department. Risk of

counterparty default arising on cash and cash equivalents and bank overdrafts is controlled by dealing with high-quality institutions and by

policy, limiting the amount of credit exposure to any one bank or institution. The Group transacts with a variety of high credit quality financial

institutions for the purpose of placing deposit. The Group actively monitors its credit exposure to each counterparty to ensure compliance

with the counterparty risk limits of the Board-approved Treasury Policy.

Of the total cash and cash equivalent at 29 September 2023 and 30 September 2022, the cash was predominantly held by financial institutions

with minimum short-term ratings of A-1 (Standard and Poor’s) or P-1 (Moody’s). The Group accordingly does not expect any loss in relation to

its cash and cash equivalents and bank overdrafts at 29 September 2023.

Price risk

The Group purchases a variety of commodities which can be subject to significant price volatility. The price risk on these commodities is

managed by the Group’s purchasing function by closely monitoring markets. The Group’s policy is to minimise its exposure to volatility by

adopting an appropriate forward purchase strategy by providing forward price forecasts to the business. This forecast enables the Group to

both predict and manage inflation.

161Strategic Report | Directors’ Report | Financial Statements | Other Information

Reconciliation of movements of liabilities to cash flows arising from financing activities

The reconciliation from opening to closing for the year ended 29 September 2023 is as follows:

30 September

2022

£m

Financing

cash flows

£m

Foreign

currency

translation

£m

Other and

non-cash

movements

£m

Other

operating cash

movements

£m

29 September

2023

£m

Bank borrowings (158.8) 20.2 – (0.4) – (139.0)

Private Placement Notes (67.9) 15.5 4.6 – – (47.8)

Lease liabilities (48.0) 15.6 – (13.8) 1.2 (45.0)

Total changes in liabilities arising from

financing activities (274.7) 51.3 4.6 (14.2) 1.2 (231.8)

The reconciliation of opening to closing for the prior year ended 30 September 2022 is as follows:

24 September

2021

£m

Financing

cash flows

£m

Foreign

currency

translation

£m

Other and

non-cash

movements

£m

Other

operating cash

movements

£m

30 September

2022

£m

Bank borrowings (150.1) (9.6) – 0.9 – (158.8)

Private Placement Notes (106.6) 47.3 (8.9) 0.3 – (67.9)

Lease liabilities (59.6) 17. 3 – (6.9) 1.2 (48.0)

Total changes in liabilities arising from

financing activities (316.3) 55.0 (8.9) (5.7) 1.2 (274.7)

In relation to cash flows from financing activities that relate to equity, there were a number of share capital movements. Issue of share capital

decreased by £0.4m (2022: £0.1m) in the financial year due to the share buyback programme. £26.2m (2022: £8.8m) of the cash outflow has

been recognised within retained earnings. In the financial year, £3.9m (2022: £3.0m) of own shares were purchased and put into trust. These

have been recognised within the own share reserve .

Capital management

The Group manages its capital to ensure that entities in the Group will be able to trade on a going concern basis while maximising the return

to stakeholders through the optimisation of the debt and equity balance. The change in debt capital structure in the year is set out in the

Alternative Performance Measures and the change in equity is set out in Note 25. Invested capital is defined as the sum of all current and

non-current assets (including intangibles), less current and non-current liabilities with the exception of debt items, derivatives and retirement

benefit obligations. The invested capital of the Group at 29 September 2023 is £667.0m (2022: £689.2m). The Group monitors the Return on

Invested Capital of the Group as a Key Performance Indicator; the calculation is set out in the Alternative Performance Measures section on

page 181.

23. Provisions

Leases

£m

Remediation

and closure

£m

Reorganisation

£m

Other

£m

Total

£m

Year ended 29 September 2023

At 30 September 2022 4.8 1.4 2.5 1.2 9.9

Provided in financial year 0.3 1.2 – 1.0 2.5

Utilised in financial year – (0.3) (2.1) – (2.4)

Released in financial year – – – (0.2) (0.2)

Unwind of discount to present value in the financial year 0.1 – – – 0.1

At 29 September 2023 5.2 2.3 0.4 2.0 9.9

Analysed as:

2023

£m

2022

£m

Non-current liabilities 6.9 5.2

Current liabilities 3.0 4.7

9.9 9.9

Leases

Lease provisions consist of provisions for leasehold dilapidations in respect of certain leases, relating to the estimated cost of reinstating

leasehold premises to their original condition at the time of the inception of the lease as provided for in the lease agreement. It is anticipated

that these will be payable within 10 years.

162 Greencore Group plc Annual Report and Financial Statements 2023

Notes to the Group Financial Statements continued

financial year ended 29 September 2023

23. Provisions continued

Remediation and closure

Remediation and closure obligations were established to cover either a statutory, contractual or constructive obligation of the Group. The

majority of the obligation will unwind in one to five years.

Reorganisation

Reorganisation provisions consist of provisions for personnel exit costs arising from the Group’s Better Greencore change programme. The

provision will unwind in one year.

Other

Other provisions consist of potential litigation and warranty claims. On 29 September 2023 the Group completed the sale of the entire share

capital of Trilby Trading Limited and a provision was recognised for warranty claims associated with the disposal of this business; see Note 28

for further details. It is anticipated that these provisions will unwind in one to five years.

24. Retirement benefit obligations

The Group operates defined contribution pension schemes in all of its main operating locations. The Group also has legacy defined benefit

pension schemes, which were closed to future accrual on 31 December 2009.

Defined contribution pension schemes

The total cost charged to the Income Statement for the current financial year of £15.5m (2022: £14.1m) represents employer contributions

payable to the defined contribution pension schemes at rates specified in the rules of the schemes. At 29 September 2023, £2.2m (2022:

£2.2m) was included in other accruals in respect of defined contribution pension accruals.

Legacy defined benefit pension schemes

The Group operates one legacy defined benefit pension scheme and one legacy defined benefit commitment in Ireland (the ‘Irish schemes’)

and one legacy defined benefit pension scheme and one legacy defined benefit commitment in the UK (the ‘UK schemes’). The Projected

Unit Credit actuarial cost method has been employed in determining the present value of the defined benefit pension obligation, the related

current service cost and, where applicable, past service cost.

All of the legacy defined benefit pension schemes are closed to future accrual. Scheme assets are held in separate Trustee administered

funds. These plans have broadly similar regulatory frameworks. Responsibility for governance of the plans, including investment decisions and

contribution schedules, lies with the Company and the respective boards of Trustees.

The Group’s cash contributions to its pension schemes are generally determined by reference to actuarial valuations undertaken by the

schemes’ actuaries at intervals not exceeding three years and not by the provisions of IAS 19 Employee Benefits. These funding valuations can

differ materially from the requirements of IAS 19. In particular the discount rate used to determine the value of liabilities under IAS 19 Employee

Benefits is determined by reference to the yield at the year end date on high grade corporate bonds of comparable duration to the liabilities.

In contrast the discount rate used in the ongoing valuation is generally determined by reference to the yield on the scheme’s current and

projected future investment portfolio.

Where a funding valuation reveals a deficit in a scheme, the Group will generally agree a schedule of contributions with the Trustees designed

to address the deficit over an agreed future time horizon. A full actuarial valuation was carried out on the Irish scheme at 31 March 2022 and

a full actuarial valuation is ongoing with reference to 31 March 2023 for the UK scheme. All of the schemes are operating under the terms

of current funding proposals agreed with relevant pension authorities. Based on current discussions with the Trustees of the scheme cash

contributions are expected to be in the range of £12m–£15m in FY24.

In November 2022, the Trustees of the Irish legacy defined benefit scheme entered into an annuity buy-in transaction to purchase an

insurance policy for the pensioner liabilities, representing approximately 80% of the liabilities of the scheme. This has the benefit of de-risking

the future of the scheme. The insurance policy is treated as a plan asset and the fair value of the policy is determined to be the present value of

the related obligations. At the completion of the buy-in of the insurance policy, the Group recognised an actuarial loss in equity reflecting the

change in the value of the plan assets to match the related obligation.

163Strategic Report | Directors’ Report | Financial Statements | Other Information

Legacy defined benefit assets and liabilities

2023 2022

UK schemes

£m

Irish schemes

£m

Total

£m

UK schemes

£m

Irish schemes

£m

Total

£m

Fair value of plan assets 159.4 145.4 304.8 168.7 170.3 339.0

Present value of scheme liabilities (197.2) (127.7) (324.9) (228.0) (131.3) (359.3)

(Deficit)/surplus in schemes (37.8) 17.7 (20.1) (59.3) 39.0 (20.3)

Deferred tax asset/(liability) (Note 9) 9.5 (2.2) 7.3 14.8 (4.9) 9.9

Net (liability)/asset at end of financial year (28.3) 15.5 (12.8) (44.5) 34.1 (10.4)

Presented as:

Retirement benefit asset* – 18.4 18.4 – 39.8 39.8

Retirement benefit obligation (37.8) (0.7) (38.5) (59.3) (0.8) (60.1)

* The value of a net pension benefit asset is the value of any amount the Group reasonably expects to recover by way of refund of surplus from the remaining assets of a

plan at the end of the plan’s life.

The International Financial Reporting Standards Interpretations Committee (‘IFRIC 14’) clarifies how the asset ceiling should be applied,

particularly how it interacts with local minimum funding rules. The Group has determined that it has an unconditional right to a refund of

surplus assets if the schemes are run off until the last member dies.

Movement in the fair value of plan assets

2023

£m

2022

£m

Change in fair value of plan assets

Fair value of plan assets at beginning of financial year 339.0 481.3

Interest income on plan assets 15.0 7.3

Actuarial loss (36.0) (141.9)

Administrative expenses paid from plan assets (1.3) (1.3)

Employer contributions 12.4 12.6

Benefit payments (22.1) (22.3)

Effect of exchange rate changes (2.2) 3.3

Fair value of plan assets at end of financial year 304.8 339.0

Movement in the present value of legacy defined benefit obligations

2023

£m

2022

£m

Change in present value of scheme liabilities

Benefit obligation at beginning of financial year 359.3 527.3

Interest expense 16.2 8.4

Actuarial gain on financial assumptions (19.9) (177.8)

Actuarial (gain)/loss on experience (1.8) 21.5

Actuarial gain on demographic assumptions (5.1) –

Administration costs included in defined benefit obligation for schemes in wind up – (0.2)

Benefit payments (22.1) (22.3)

Effect of exchange rate changes (1.7) 2.4

Present value of scheme liabilities at end of financial year 324.9 359.3

Risks and assumptions

The legacy defined employee benefit plans expose the Group to a number of risks, the most significant of which are:

Asset volatility: The plan liabilities are calculated using a discount rate set with reference to corporate bond yields. If assets underperform this

yield this will create a deficit. The plans hold assets which, though expected to outperform corporate bonds in the long term, create volatility

and risk in the short term. The allocation to assets is monitored to ensure that it remains appropriate given the plans’ long-term objectives.

Discount rates: The discount rates employed in determining the present value of the schemes’ liabilities are determined by reference to

market yields at the financial year end date on high-quality corporate bonds of a currency and term consistent with the currency and term of

the associated post-employment benefit obligations. Changes in discount rates impact the quantum of the liabilities.

164 Greencore Group plc Annual Report and Financial Statements 2023

Notes to the Group Financial Statements continued

financial year ended 29 September 2023

24. Retirement benefit obligations continued

Risks and assumptions continued

Inflation risk: Some of the Group’s pension obligations are linked to inflation; higher inflation will lead to higher liabilities (although in most

cases, caps on the level of inflationary increases are in place to protect the plan against extreme inflation). The rate of inflation is derived

from the relative yields of index-linked and fixed interest government bonds priced as of 29 September 2023 in the UK. The Irish inflation

assumption has been set based on market expectations at the reporting date which included consideration of the yield on long-term Irish

Government bonds.

Longevity risk: In the majority of cases, the Group’s legacy defined benefit pension schemes provide benefits for the life of the member, so

increases in life expectancy will therefore give rise to higher liabilities.

Climate change: The impact of climate change on mortality rates, particularly future mortality rates, has been considered and it has been

concluded that there is no impact in the current financial year. This will continue to be kept under review.

The size of the obligation is sensitive to judgemental actuarial assumptions. These include demographic assumptions covering mortality,

economic assumptions covering price inflation and benefit increases, together with the discount rate.

The principal actuarial assumptions are as follows:

UK schemes Irish schemes

2023 2022 2023 2022

Rate of increase in pension payments* 3.05% 3.35% 1.50% 0.00%

Discount rate 5.60% 5.00% 4.50% 4.00%

Inflation rate** 3.30% 3.55% 2.50% 2.40%

* The rate of increase in pension payments applies to the majority of the liability base, however there are certain categories within the Group’s Irish schemes that have an

entitlement to pension indexation.

** The assumption for Retail Price Index (‘RPI’) and Consumer Price Index (‘CPI’) are derived from the Harmonised Index of Consumer Prices (‘HICP’) and relative yields of

index-linked and fixed interest government bonds.

Assumptions regarding future mortality experience are set based on information from published statistics and experience in all geographic

regions and are selected to reflect the characteristics and experience of the membership of the relevant plans. In relation to the UK, this has

been done by reflecting the characteristics of the membership using the demographic tables from S3PA YoB with CMI 2021 model for future

improvements in mortality. The average life expectancy, in years, of a pensioner retiring at 65 is as follows:

UK schemes Irish schemes

2023

years

2022

years

2023

years

2022

years

Male 22 22 23 23

Female 24 24 24 24

Sensitivity of pension liability to judgemental assumptions

Impact on scheme liabilities

Assumption Change in assumption

schemes

£m

Irish

schemes

£m

Total

2023

£m

Total

2022

£m

Discount rate Decrease by 0.5% 13.5 6.3 19.8 22.5

Discount rate Increase by 0.5% (12.1) (5.8) (17.9) (20.3)

Rate of inflation Decrease by 0.5% (9.8) (1.6) (11.4) (16.5)

Rate of inflation Increase by 0.5% 11.1 1.8 12.9 15.8

Rate of mortality Members assumed to live 1 year longer 4.7 5.5 10.2 10.9

Sensitivity of pension scheme assets to yield movements

Impact on scheme assets

Assumption Change in assumption

schemes

£m

Irish

schemes

£m

Total

2023

£m

Total

2022

£m

Change in bond yields Decrease by 0.5% 11.5 6.2 17.7 21.5

The above sensitivity analysis is based on a change in an assumption while holding all other assumptions constant. The sensitivity analysis

intends to provide assistance in understanding the sensitivity of the valuation of pension liabilities to market movements on discount rates,

inflation rates and mortality assumptions for scheme beneficiaries and in understanding the sensitivity of the valuation of pension assets to

market movements on bond yields.

165Strategic Report | Directors’ Report | Financial Statements | Other Information

Hedging strategy

The Trustees invest the funds in a range of assets with the objective of maximising the fund return with a view to containing the cost of

funding the scheme whilst at the same time maintaining an acceptable risk profile. In assessing the risk profile the Trustees take account of the

nature and duration of the liabilities.

Plan assets are comprised as follows:

2023 2022

Quoted

£m

Unquoted

£m

Total

£m

Quoted

£m

Unquoted

£m

Total

£m

Cash 2.5 – 2.5 78.5 – 78.5

Debt instruments 50.5 – 50.5 101.1 – 101.1

Derivatives 122.9 – 122.9 125.0 – 125.0

Investment funds* 10.8 25.6 36.4 16.0 18.4 34.4

Insurance contract* – 92.5 92.5 – – –

Fair value of plan assets 186.7 118.1 304.8 320.6 18.4 339.0

* A quoted market price in an active market is not available.

The primary UK scheme has Liability Driven Investment (‘LDI’) for 75% (2022: 67%) of the UK funds which aims to hedge 100% (relative to

assets) of the interest rate and inflation risk in the scheme. The hedging strategy is designed to reduce the schemes’ exposure to changes in

interest rates and inflation expectations, therefore, reducing funding level risk and volatility. The Trustees review investment strategy regularly.

There is no LDI for the Irish schemes (2022: 50%).

The Trustees of the primary scheme in Ireland, Greencore Group Pension Scheme (‘GGPS’) entered into a legally binding annuity contract in

November 2022 with an insurance company. This annuity policy covered all pensions in payment at that date. As the transaction was a ‘buy

in’ annuity contract the obligations to meet pension payments remain with the GGPS, therefore, the pension members covered under the

policy remain a liability of the Scheme. The annuity contract covers c.80% of the GGPS liabilities and provides an exact match for the pension

members cash flows secured, i.e. a perfect interest rate, inflation and longevity hedge. The only remaining risk borne by GGPS in respect

of these liabilities is the counterparty risk to the insurer and the remaining assets are held in cash and bonds with a view to limit interest and

inflation risk in respect of the deferred population.

The hedging on the UK schemes is provided via pooled fund manager funds which have specified limits on leverage.

Maturity analysis

The expected maturity analysis is set out in the table below:

UK schemes

% of benefits

Irish schemes

% of benefits

Total % of

benefits

Expected benefit payments:

Within 5 years 10% 27% 17%

Between 6 and 10 years 13% 22% 17%

Between 11 and 15 years 15% 17% 16%

Between 16 and 20 years 14% 12% 13%

Between 21 and 25 years 13% 8% 11%

Over 25 years 35% 14% 26%

The weighted average duration of the UK and Irish legacy defined benefit obligations are 14 years (2022: 18 years) and 10 years (2022: 11 years)

respectively.

Greencore Group Pension Scheme contingent asset

The primary scheme in Ireland, GGPS has a mortgage and charge relating to certain property assets of the Group with a carrying value of

£4.6m (2022: £3.1m) for use as a contingent asset of the GGPS. Under the terms of the mortgage and charge, should a disposal of these

property assets occur that meets certain requirements, the GGPS is entitled to a portion of the sale proceeds. The maximum amount

recoverable by the Trustees of the GGPS under the mortgage and charge is the amount required for the GGPS to meet the minimum funding

standard under the Pension Acts 1990-2009.

Pension funding partnership

In 2013, the Group entered into arrangements with the Greencore UK Legacy Defined Benefit Scheme (‘the UK Scheme’) to address £40.0m

of the actuarial deficit in the UK Scheme. The substance of this arrangement is to reduce the cash funding which would otherwise be required

based on the latest actuarial valuation, whilst improving the security of the UK Scheme members’ benefits.

166 Greencore Group plc Annual Report and Financial Statements 2023

Notes to the Group Financial Statements continued

financial year ended 29 September 2023

24. Retirement benefit obligations continued

Pension funding partnership continued

On 10 May 2013, the Group made a contribution to the UK Scheme of £32.8m. On the same day, the UK Scheme’s Trustees invested £32.8m

in Greencore Convenience Foods Limited Partnership (‘SLP’) as a limited partner. SLP was established by Greencore Prepared Meals Limited,

a wholly owned subsidiary of the Group, to hold properties of the Group and loan notes issued by Greencore Convenience Foods I Limited

Liability Partnership (‘LLP’). LLP was established by SLP and holds certain trade receivables of the Group. As at 29 September 2023, SLP held

properties with a carrying value of £14.8m (2022: £15.2m) and trade receivables with a carrying value of £36.0m (2022: £36.0m) in the Group

Financial Statements. The properties are leased to other Group undertakings. As a partner in the SLP, the UK Scheme is entitled to a semi-

annual share of the profits of SLP until 2029.

These partnerships are controlled by the Group, and as such, they are fully consolidated as wholly owned subsidiaries in accordance with

IFRS 10 Consolidated Financial Statements. Under IAS 19 Employee Benefits, the investment held by the Scheme in SLP, does not represent

a plan asset for the purposes of the Group’s Financial Statements. Accordingly, the UK Scheme’s deficit position presented in the Group

Financial Statements does not reflect the investment in SLP held by the UK Scheme. Distributions from SLP to the UK Scheme are treated as

contributions by employers in the Group Financial Statements on a cash basis.

25. Share capital

Authorised

2023

£m

2022

£m

1,000,000,000 Ordinary Shares of £0.01 each 10.0 10.0

500,000,000 Deferred Shares of €0.01 each 4.3 4.3

300,000,000 Deferred Shares of €0.62 each 160.1 160.1

1 Special Rights Preference Share of €1.26

(A)

– –

174.4 174.4

Issued and fully paid

2023

£m

2022

£m

483,453,842 (2022: 516,836,560) Ordinary Shares of £0.01 each 4.8 5.2

1 Special Rights Preference Share of €1.26

(A)

– –

4.8 5.2

Reconciliation of movements on equity share capital

2023

£’000

2022

£’000

Share capital, at beginning of financial year 5,158 5,255

Exercise of share options

(B)

– –

Share buyback and cancellation of shares

(C)

(334) (97)

Share capital, at end of financial year 4,824 5,158

(A) There is one Special Rights Preference Share of €1.26 in the capital of the Company. The Articles of Association provide that the Special Share may be held only by, or

transferred only to, the Minister for Agriculture, Food and the Marine or some other person appointed by the Minister. In 2011, many of the rights attaching to the Special

Share were abolished.

(B) No share options (2022: 18,575) granted under the ShareSave Scheme were exercised in the financial year. Exercises in the previous financial year were at a nominal value

of £0.0002m. See Note 6.

(C) 33,382,718 Ordinary Shares in the Company were repurchased in the current financial year and immediately cancelled (2022: 9,728,677). The shares which had a nominal

value £0.334m (2022: £0.097m) were purchased for £26.2m (2022: £8.8m).

All shares, with the exception of the Special Rights Preference Share, carry equal voting rights and rank for dividends to the extent to which the

total amount payable in each share is paid up.

Prior consent of the holder of the Special Share is required in the event that there is a proposal for the voluntary winding up or dissolution

of the Company or if there is any proposed sale, transfer or disposal of the Company’s subsidiary, Irish Sugar Designated Activity Company.

The holder of the Special Share is only entitled to a repayment of the capital paid up on the Special Share (€1.26) and has no further right to

participate in the profits of the Company or any entitlement to dividend.

Own share reserve:

Number of shares Nominal value of shares Total own share reserve

2023

number

2022

number

2023

2022

2023

£m

2022

£m

At beginning of financial year 2,877,009 986,837 0.029 0.010 4.4 1.8

Shares acquired by Employee Benefit Trust 5,688,856 2,180,216 0.057 0.022 3.9 3.0

Transferred to beneficiaries of the share scheme (1,540,738) (290,044) (0.015) (0.003) (1.9) (0.4)

At end of financial year 7,025,127 2,877,009 0.071 0.029 6.4 4.4

At 29 September 2023, 1.5% of share capital is held in this reserve (30 September 2022: 0.6%).

167Strategic Report | Directors’ Report | Financial Statements | Other Information

26. Working capital movement

The following represents the Group’s working capital movement:

2023

£m

2022

£m

Inventories (9.6) (15.6)

Trade and other receivables 2.7 (52.6)

Trade and other payables 9.1 70.2

2.2 2.0

27. Capital expenditure commitments

The table below includes the capital commitments for the Group as at 29 September 2023 and 30 September 2022:

2023

£m

2022

£m

Capital expenditure that has been contracted but not been provided for 9.1 8.7

Capital expenditure that has been authorised by the Directors but not yet contracted 7.2 10.5

16.3 19.2

28. Disposal of undertakings

Trilby Trading Limited

On 29 September 2023, the Group completed the sale of the entire share capital of Trilby Trading Limited (‘Trilby’) to K.T.C. (Edibles) Limited, a

majority owned subsidiary of funds managed by Endless LLP. Trilby is an importer and distributor of edible oils and fats for the food processing

industry, operating out of Ireland. From a sustainability perspective, the Group’s disposal of Trilby is expected to result in the removal of circa

280,000 tonnes of carbon dioxide equivalents (CO

e) from the Group’s FY24 Scope 3 footprint. This accounts for 20% of the Group’s total

Scope 3 footprint in FY23 and a 32% reduction in the base year.

The business is not considered to be a separate major line of business or geographical area of operation and therefore does not constitute

a discontinued operation as defined in IFRS 5 Non-Current Assets Held for Sale and Discontinued Operations. Trilby is included within the

Convenience Foods UK and Ireland reporting segment.

Effect of disposal on the financial statements

2023

£m

Goodwill and intangible assets (2.0)

Property, plant and equipment (0.4)

Trade and other receivables (11.5)

Cash and cash equivalents (5.1)

Trade and other payables 8.1

Derivative financial Instruments 0.1

Total assets and liabilities disposed of (10.8)

Disposal consideration

Purchase consideration 8.5

Working capital settlement 2.8

Total net consideration 11.3

Disposal-related costs (1.0)

Translation reserve transferred to Income Statement on disposal of subsidiary 0.6

Profit on disposal 0.1

Reconciliation of consideration to cash received

2023

£m

Purchase consideration 8.5

Cash received in respect of working capital settlement 2.8

Transaction costs paid (0.1)

Net consideration received on completion 11.2

Cash and cash equivalents disposed of (5.1)

Net cash inflow arising on disposal 6.1

168 Greencore Group plc Annual Report and Financial Statements 2023

Notes to the Group Financial Statements continued

financial year ended 29 September 2023

29. Contingencies

The Company and certain subsidiaries have given guarantees in respect of borrowings and other obligations arising in the ordinary course of

business of the Company and other Group undertakings. The Company treats these guarantee contracts as contingent liabilities until such

time as it becomes probable that a payment will be required under such guarantees.

Pursuant to the provisions of Section 357, Companies Act 2014, the Company has guaranteed the liabilities of certain subsidiary undertakings

in Ireland for the financial year ended 29 September 2023 and as a result, such subsidiary undertakings have been exempted from the filing

provisions of Companies Act 2014. See Note 31 for the list of these subsidiary entities.

Greencore have two letters of credit (‘LoCs’) in place to satisfy our insurers’ collateral requirements for Employers Liability and Motor Self-

Insured Programs for an amount of £5.5m (2022: £4.6m). The insurers are responsible for paying out on these claims but recovers quarterly

from Greencore. The LoCs reduce the insurers credit exposure during the period between the claim payout and subsequent recovery from

Greencore.

30. Related party disclosures

The principal related party relationships requiring disclosure in the Group Financial Statements under IAS 24 Related Party Disclosures pertain

to the existence of subsidiaries and associates and transactions with these entities entered into by the Group, as well as the identification and

compensation of key management personnel, as addressed in greater detail below.

Subsidiaries

The Group Financial Statements include the Financial Statements of the Company (Greencore Group plc, the ultimate parent) and its

subsidiaries. A listing of the principal subsidiaries is provided in Note 31 to the Group Financial Statements.

Sales to and purchases from, together with outstanding payables and receivables to and from, subsidiaries, are eliminated in the preparation of

the Group Financial Statements in accordance with IFRS 10 Consolidated Financial Statements.

Key management personnel

For the purposes of the disclosure requirements of IAS 24 Related Party Disclosures, the term ‘Key Management Personnel’ (i.e. those persons

having the authority and responsibility for planning, directing and controlling the activities of the Company), comprise the Board of Directors

which manages the business and affairs of the Group.

Key management personnel compensation was as follows:

2023

£m

2022

£m

Salaries, fees and other short-term employee benefits 2.8 2.0

Post-employment benefits – defined contribution costs 0.1 0.1

Share-based payments* 0.6 –

3.5 2.1

* This is the Income Statement charge for the financial year which represents the fair value of the share-based payments, relating to Executive Directors. Details of the

Group’s share-based payments and the basis of calculation are set out in Note 6. This differs from the amount included in the single total figure for remuneration

included in the Directors’ Report which is not an IFRS metric.

169Strategic Report | Directors’ Report | Financial Statements | Other Information

31. Principal subsidiary undertakings

Name of undertaking Nature of business Percentage share Registered office

Greencore Advances Designated Activity

Company

(A)(C)

Finance Company 100 No. 2 Northwood Avenue,

Northwood Business Park, Santry,

Dublin 9, D09 X5N9

Greencore Beechwood Limited

(A)(D)

Holding Company 100 Greencore Manton Wood,

Retford Road,

Manton Wood Enterprise Park,

Worksop, S80 2RS

Greencore Convenience Foods Limited

Partnership

(B)(D)

Pension Funding 100 1 George Square,

Glasgow,

United Kingdom, G2 1AL

Greencore Convenience Foods I Limited Liability

Partnership

(B)(D)

Pension Funding 100 Greencore Manton Wood,

Retford Road,

Manton Wood Enterprise Park,

Worksop, S80 2RS

Greencore Developments Designated Activity

Company

(A)(C)

Property Company 100 No. 2 Northwood Avenue,

Northwood Business Park, Santry,

Dublin 9, D09 X5N9

Greencore Finance Designated Activity

Company

(A)(C)

Finance Company 100 No. 2 Northwood Avenue,

Northwood Business Park, Santry,

Dublin 9, D09 X5N9

Greencore Foods Limited

(A)(D)

Holding and Management

Services Company

100 Greencore Manton Wood,

Retford Road,

Manton Wood Enterprise Park,

Worksop, S80 2RS

Greencore Food to Go Limited

(A)(D)

Food Processor 100 Greencore Manton Wood,

Retford Road,

Manton Wood Enterprise Park,

Worksop, S80 2RS

Greencore Funding Limited

(A)(E)

Finance Company 100 IFC 5, St. Helier,

Jersey, JE1 1ST

Greencore Grocery Limited

(A)(D)

Food Processor 100 Greencore Manton Wood,

Retford Road,

Manton Wood Enterprise Park,

Worksop, S80 2RS

Greencore Prepared Meals Limited

(A)(D)

Food Processor 100 Greencore Manton Wood,

Retford Road,

Manton Wood Enterprise Park,

Worksop, S80 2RS

Greencore UK Holdings Limited

(A)(D)

Holding Company 100 Greencore Manton Wood,

Retford Road,

Manton Wood Enterprise Park,

Worksop, S80 2RS

Hazlewood Foods Limited

(A)(D)

Holding Company 100 Greencore Manton Wood,

Retford Road,

Manton Wood Enterprise Park,

Worksop, S80 2RS

Irish Sugar Designated Activity Company

(A)(C)

General Trading Company 100 No. 2 Northwood Avenue,

Northwood Business Park, Santry,

Dublin 9, D09 X5N9

(A) These companies are all ultimately held 100% by Greencore Group plc. Each of the shares held are Ordinary Shares.

(B) These companies are partnerships and the interests held represents interests in member capital.

(C) These companies are registered in Ireland and are availing of the exemption as set out in s.357 of the Companies Act 2014.

(D) These companies are registered in the UK.

(E) This company is registered in Jersey.

170 Greencore Group plc Annual Report and Financial Statements 2023

Notes to the Group Financial Statements continued

financial year ended 29 September 2023

32. Subsequent events

Bank refinancing

Subsequent to the financial year end, the Group has refinanced its debt facilities with a new five-year £350m sustainability-linked revolving

credit facility (‘RCF’), maturing in November 2028 with the option to extend for up to a further two years. This new facility replaces the existing

£340m RCF that was due to mature in January 2026. A £45m term loan due to mature in June 2024 was also repaid in full as part of this debt

restructuring.

33. Board approval

The Group Financial Statements, together with the Company Financial Statements, for the financial year ended 29 September 2023 were

approved by the Board of Directors and authorised for issue on 27 November 2023.

171Strategic Report | Directors’ Report | Financial Statements | Other Information

Company Statement of Financial Position

at 29 September 2023

Notes

2023

£m

2022

£m

ASSETS

Non-current assets

Intangible assets 0.2 0.4

Property, plant and equipment 0.1 0.3

Right-of-use assets 0.3 0.4

Financial assets 2 765.1 766.6

Total non-current assets 765.7 767.7

Current assets

Trade and other receivables 3 3.4 3.6

Cash and cash equivalents 0.2 0.1

Total current assets 3.6 3.7

Total assets 769.3 771.4

EQUITY

Capital and reserves

Share capital 4 4.8 5.2

Share premium 89.7 89.7

Undenominated capital reserve 120.9 120.5

Other reserves (2.3) (0.6)

Retained Earnings 118.9 149.3

Total equity 332.0 364.1

LIABILITIES

Non-current liabilities

Lease liabilities – 0.2

Provisions 5 1.1 0.6

Total non-current liabilities 1.1 0.8

Current liabilities

Bank overdraft 46.2 5.8

Lease liabilities 0.2 0.3

Trade and other payables 6 388.9 399.8

Provisions 5 0.9 0.6

Total current liabilities 436.2 406.5

Total liabilities 437. 3 407. 3

Total equity and liabilities 769.3 771.4

Company only loss for the financial year was £5.6m (2022: loss of £4.8m).

Leslie Van de Walle Dalton Philips

Director Director

172 Greencore Group plc Annual Report and Financial Statements 2023

Company Statement of Changes in Equity

financial year ended 29 September 2023

capital

£m

premium

£m

Undenominated

capital

reserve

(D)

£m

Share-

based

payment

reserve

(E)

£m

Own share

reserve

(F)

£m

Retained

earnings

£m

Total

equity

£m

At 30 September 2022 5.2 89.7 120.5 3.8 (4.4) 149.3 364.1

Total comprehensive income for the financial year

Loss for the financial year – – – – – (5.6) (5.6)

Total comprehensive income for the financial year – – – – – (5.6) (5.6)

Transactions with equity holders of the Company

Contributions and distributions

Employee share-based payment expense – – – 3.6 – – 3.6

Exercise, forfeit or lapse of share-based payments – – – (3.3) – 3.3 –

Shares acquired by Employee Benefit Trust

(A)

– – – – (3.9) – (3.9)

Transfer to retained earnings on grant of shares

to beneficiaries of the Employee Benefit Trust

(B)

– – – – 1.9 (1.9) –

Capital return via share buyback

(C)

(0.4) – 0.4 – – (26.2) (26.2)

Total transactions with equity holders of

the Company (0.4) – 0.4 0.3 (2.0) (24.8) (26.5)

At 29 September 2023 4.8 89.7 120.9 4.1 (6.4) 118.9 332.0

capital

£m

premium

£m

Undenominated

capital

reserve

(D)

£m

Share-

based

payment

reserve

(E)

£m

Own share

reserve

(F)

£m

Retained

earnings

£m

Total

equity

£m

At 24 September 2021 5.3 89.7 120.4 3.6 (1.8) 160.5 37 7.7

Total comprehensive income for the financial year

Loss for the financial year – – – – – (4.8) (4.8)

Total comprehensive income for the financial year – – – – – (4.8) (4.8)

Transactions with equity holders of the Company

Contributions and distributions

Employee share-based payment expense – – – 3.0 – – 3.0

Exercise, forfeit or lapse of share-based payments – – – (2.8) – 2.8 –

Shares acquired by Employee Benefit Trust

(A)

– – – – (3.0) – (3.0)

Transfer to retained earnings on grant of shares

to beneficiaries of the Employee Benefit Trust

(B)

– – – – 0.4 (0.4) –

Capital return via share buyback

(C)

(0.1) – 0.1 – – (8.8) (8.8)

Total transactions with equity holders of

the Company (0.1) – 0.1 0.2 (2.6) (6.4) (8.8)

At 30 September 2022 5.2 89.7 120.5 3.8 (4.4) 149.3 364.1

(A) Pursuant to the terms of the Employee Benefit Trust 5,688,856 shares (2022: 2,180,216) were purchased during the financial year ended 29 September 2023 for a cash

cost of £3.9m (2022: £3.0m). Further details are set out in Note 25 to the Group Financial Statements.

(B) During the financial year, 1,540,738 (2022: 290,044) shares with a nominal value at the date of transfer of £0.015m (2022: £0.0029m) at a cost of £1.9m (2022: £0.4m)

were transferred to beneficiaries of the Annual Bonus Plan and the Employee Share Incentive Plan. Further details are set out in Note 25 to the Group Financial

Statements.

(C) During the financial year, the Company, Greencore Group plc purchased and subsequently cancelled 33,382,718 Ordinary Shares (2022: 9,728,677) for a total cash cost

of £26.2m (2022: £8.8m) as part of the share buyback programme. Further details are set out in Note 25 to the Group Financial Statements.

(D) The undenominated capital reserve represents the nominal cost of cancelled shares and the amount transferred to reserves as a result of renominalising the share capital

of Greencore Group plc on conversion to the euro.

(E) The share-based payment reserve relates to equity settled share-based payments made to employees through the Performance Share Plan, the Annual Bonus Plan, the

ShareSave Scheme, the Employee Share Incentive Plan and the Restricted Share Plan. Further information in relation to these share-based payments schemes is set out in

Note 8.

(F) The amount included as own shares relates to Ordinary Shares in Greencore Group plc which are held in trust. The shares held in trust are granted to beneficiaries of the

Group’s employee share award scheme when the relevant conditions of the scheme are satisfied.

173Strategic Report | Directors’ Report | Financial Statements | Other Information

1. Company only Statement of accounting policies

Basis of preparation

The Company only Financial Statements of Greencore Group plc (‘the Company’) were prepared under the historical cost convention, in

accordance with Financial Reporting Standard 101 Reduced Disclosure Framework (‘FRS 101’). In preparing these Financial Statements, the

Company applies the recognition, measurement and disclosure requirements of International Financial Reporting Standards as adopted by the

EU (‘Adopted IFRSs’) but makes amendments where necessary in order to comply with the Companies Act 2014 and has set out below where

advantage of the FRS 101 disclosure exemptions has been taken.

In these Company Financial Statements, the Company has applied the exemptions available under FRS 101 in respect of the following

disclosures:

• A Cash Flow Statement and related notes;

• Disclosures in respect of transactions with wholly owned subsidiaries;

• Disclosures in respect of capital management;

• The effects of new but not yet effective IFRSs; and

• Disclosures in respect of the compensation of Key Management Personnel.

As the Consolidated Financial Statements of the Group are prepared in accordance with IFRS as adopted by the EU and include the equivalent

disclosures, the Company has also taken the exemptions under FRS 101 available in respect of the following disclosures:

• Certain disclosures required by IFRS 2 Share Based Payments;

• Certain disclosures required by IFRS 13 Fair Value Measurement and the disclosures required by IFRS 7 Financial Instruments: Disclosures;

• Certain disclosures required by IFRS 16 Leases.

The accounting policies set out below have, unless otherwise stated, been applied consistently to all periods presented in these financial

statements. The Company applies consistent accounting policies for measurement and recognition purposes under FRS 101 to those applied

by the Group. To the extent that an accounting policy is relevant to both Group and the Company financial statements, please refer to the

Group Financial Statements for disclosure of the relevant accounting policy.

The Company Financial Statements have been prepared in sterling and are rounded to the nearest million.

Going concern

Notwithstanding the fact that the Company is in a net current liability position of £432.6m (FY22: £402.8m), the Directors, after making

enquiries and considering the scenario analysis that was performed as part of the Group’s going concern assessment, have a reasonable

expectation that the Company has adequate resources to continue operating as a going concern for the foreseeable future, being a period

of 18 months from the financial year end date. The Company’s funding facilities are managed centrally by the Group and the Directors have

taken steps to ensure adequate liquidity is available to the Company from future cashflows generated by the Company and Group. The

Directors are satisfied that financing could be obtained from other Greencore Group companies if required. As the Company participates in

Group funding arrangements with the Group’s external bankers and as part of these arrangements, the Company, along with other members

of the Greencore Group, has provided guarantees in relation to the payment of borrowings of the Group from several banks, the performance

of Greencore Group is also important in determining the appropriateness of the going concern of the Company. Accordingly, the financial

statements of the Company are prepared on a going concern basis.

Significant accounting judgements

Interest in subsidiary undertakings

The Company considered the judgements made in determining whether there is an impairment in the interest in subsidiary undertakings to

be its significant accounting judgement. The Company compares the carrying value of the investment with its recoverable amount, with the

recoverable amount being the higher of the investment’s fair value less costs to sell and its value in use (‘VIU’).

For subsidiaries which have an interest in the Convenience Foods UK Cash Generating Unit (‘CGU’), a VIU is calculated as the present value of

expected future cash flows from the CGU as set out in the Group goodwill impairment testing in Note 12 to the Group Financial Statements,

and adjusted to derive its entity value. This is compared to the carrying value of the subsidiary to consider whether an impairment is required.

For subsidiaries which do not have an interest in the Convenience Foods UK CGU, the total net assets of those subsidiaries are compared to

the investment carrying value to consider whether an impairment is required.

Applying these techniques, the Company recognised an impairment in the current financial year of £1.5m (2022: £Nil).

Profit or loss

The loss attributable to equity shareholders dealt with in the Company Financial Statements was £5.6m (2022: loss of £4.8m).

In accordance with Section 304 of the Companies Act 2014, the Company is availing of the exemption from presenting its individual Income

Statement to the Annual General Meeting and from filing it with the Registrar of Companies.

Notes to the Company Financial Statements

financial year ended 29 September 2023

174 Greencore Group plc Annual Report and Financial Statements 2023

Notes to the Company Financial Statements continued

financial year ended 29 September 2023

1. Company only Statement of accounting policies continued

Financial assets

Investments in subsidiaries are held at cost less impairment. The Company assesses investments for impairment whenever events or changes

in circumstances indicate that the carrying value of an investment may not be recoverable. If any such indication of impairment exists, the

Company makes an estimate of its recoverable amount. When the carrying amount of an investment exceeds its recoverable amount, the

investment is considered impaired and is written down to its recoverable amount.

Trade and other receivables

Trade and other receivables, which primarily comprise inter-company receivables, are initially recognised at their transaction value and

subsequently carried at amortised cost, net of allowance for expected credit loss (‘ECL’).

The Company’s inter-company receivables at 29 September 2023 amounted to £2.0m (2022: £1.2m). There is no material ECL in respect of

inter-company receivables as at 29 September 2023 or 30 September 2022.

Trade and other payables

Trade and other payables are initially recorded at their fair value and subsequently carried at amortised cost.

Intra-Group guarantees

Where the Company enters into financial guarantee contracts to guarantee the indebtedness of other companies within its Group, the

Company accounts for these as a contingent liability until such time as it becomes probable that a payment will be required under such

guarantees.

2. Financial assets

Interest in

subsidiary

undertakings

£m

Total

£m

At 30 September 2022 766.6 766.6

Impairment loss (1.5) (1.5)

At 29 September 2023 765.1 765.1

At 29 September 2023, the recoverable value of investment in subsidiaries was assessed for impairment in line with the requirements of IAS 36

Impairment of Assets.

The recoverable value of the interest in subsidiary undertakings has been determined either based on the total net assets of the subsidiary or a

Value in Use (‘VIU’) calculation adjusted to derive equity value using cash flow projections, long-term growth rate and discount rates as set out

below:

(i) Cash flow projections

The cash flow projections are based on the FY24 budget, which has been approved by the Board, and a two-year strategic plan, which

specifically excludes incremental profits and other cash flows stemming from any potential future acquisitions or future operational

restructuring. The cash flows involved judgements to determine the appropriate level of expected cash flows over the three-year forecast

period and these were subject to review and validation at a number of levels of governance.

(ii) Long-term growth rate

A long-term growth rate of 2% has been used in extrapolating the cash flows beyond the budget and strategic plan period to perpetuity. The

growth rate does not exceed the long-term average growth rate for industries in which the UK Convenience Foods Cash Generating Unit

(‘CGU’) operates.

(iii) Discount rate

The discount rate applied is based on the pre-tax weighted average cost of capital for the Group, calculated using the Capital Asset Pricing

Model adjusted for the Group’s specific beta coefficient together with a country risk premium to take account where the CGU derives its

cashflows.

Applying these techniques, the Company recognised an impairment loss of £1.5m (2022: £Nil).

The principal holding subsidiaries of the Company are Greencore Holdings Designated Activity Company (100% ownership of which 74% is

held directly by the Company and 26% indirectly in Ordinary Shares) and Greencore Holdings (Ireland) Limited (100% ownership of Ordinary

Shares) which are all incorporated in Ireland. Irish Sugar Designated Activity Company, incorporated in Ireland, is the Company’s principal

general trading subsidiary in Ireland and the Company holds 100% ownership of Ordinary Shares.

175Strategic Report | Directors’ Report | Financial Statements | Other Information

3. Trade and other receivables

2023

£m

2022

£m

Amounts falling due within one year

Amounts owed by subsidiary undertakings* 2.0 1.2

Other debtors 1.1 1.9

Prepayments and accrued income 0.3 0.5

3.4 3.6

* Amounts due from subsidiary undertakings are classified as current and are repayable on demand.

4. Share capital

Details in respect of called-up share capital are presented in Note 25 to the Group Financial Statements.

5. Provisions

Total

£m

At 30 September 2022 1.2

Provided in financial year 1.0

Released in financial year (0.2)

At 29 September 2023 2.0

Analysed as:

2023

£m

2022

£m

Non-current liabilities 1.1 0.6

Current liabilities 0.9 0.6

2.0 1.2

Provisions consist of warranties and provisions for legal costs of £1.7m, with £0.5m being provided for in the current year as a result of the

disposal of Trilby Trading Limited (a wholly owned subsidiary of the Group). It is anticipated that these provisions will unwind in one to five

years. Also in the current financial year, £0.3m was provided for in respect of a lease provision for dilapidation repairs. It is anticipated that this

provision will unwind in one year.

6. Trade and other payables

2023

£m

2022

£m

Amounts falling due within one year

Amounts owed to subsidiary undertakings* 379.2 389.1

Trade and other creditors 1.3 3.3

Accruals 8.4 7.4

388.9 399.8

* Amounts due to subsidiary undertakings are classified as current and are repayable on demand.

7. Employee benefits

The Company operates a defined contribution pension scheme. The Company also participates in a legacy defined benefit pension scheme

operated by a subsidiary company, Irish Sugar DAC, which was closed to future accrual on 31 December 2009.

Defined benefit pension scheme

A fellow Group company, Irish Sugar DAC, operates a funded defined benefit pension scheme for its employees, including certain employees

of the Company. The scheme assets are held in separate Trustee administered funds.

This scheme had a net surplus at 29 September 2023 of £18.4m (2022: £39.8m) as measured on a IAS 19 Employee Benefits basis. The

contribution for the financial year was £Nil (2022: £Nil). At year end, £Nil (2022: £Nil) was included in other accruals in respect of amounts

owed to the scheme. A full actuarial valuation was carried out at 31 March 2022.

Disclosures in relation to this and all other Group legacy defined benefit pension schemes are given in Note 24 to the Group Financial

Statements.

176 Greencore Group plc Annual Report and Financial Statements 2023

Notes to the Company Financial Statements continued

financial year ended 29 September 2023

7. Employee benefits continued

Defined contribution pension scheme

The Company also contributes to a defined contribution scheme for its employees. At year end, £Nil (2022: £Nil) was included in other

accruals in respect of amounts owed to the scheme.

The average number of persons employed by the Company (excluding Non-Executive Directors) was 21 (FY22: 23) and the staff costs for the

financial year for those employees were:

2023

£m

2022

£m

Wages and salaries 3.8 3.9

Social insurance costs 0.3 0.3

Employee share-based payment expense 0.8 0.0

Pension costs – defined contribution plans 0.2 0.3

5.1 4.5

No employee costs were capitalised in the financial year (2022: £Nil).

8. Share-based payments

The Company grants share awards and options under various share option plans as detailed in the Directors’ Report. A charge of £0.8m (2022:

£0.0m) was recognised in the Income Statement of the Company in respect of the employees of the Company. All disclosures relating to the

plans are given in Note 6 to the Group Financial Statements.

9. Guarantees and commitments

Pursuant to the provisions of Section 357, Companies Act 2014, the Company has guaranteed the liabilities and commitments of certain

subsidiary undertakings in Ireland for the financial year ended 29 September 2023. See Note 31 to the Group Financial Statements for the list

of these subsidiary entities.

Where the Company has entered into financial guarantee contracts to guarantee the indebtedness of such subsidiaries, the Company

treats these guarantee contracts as contingent liabilities until such time as it becomes probable that a payment will be required under such

guarantees. See Note 31 to the Group Financial Statements for the list of these subsidiary entities.

10. Statutory information

Directors’ remuneration is disclosed in the Report on Directors’ Remuneration and in Note 4 to the Group Financial Statements.

As disclosed in Note 4 to the Group Financial Statements, Auditor’s remuneration for the financial year was as follows:

2023

£000

2022

£000

Fees charged by the statutory audit firm:

Audit of the Group and subsidiaries financial statements 882 797

Audit of the Company financial statements 47 42

Tax advisory services – –

Other assurance services 25 25

Non-audit services – –

177Strategic Report | Directors’ Report | Financial Statements | Other Information

Alternative Performance Measures

The Group uses the following Alternative Performance Measures (‘APMs’) which are non-IFRS measures to monitor the performance of its

operations and of the Group as a whole: Pro Forma Revenue Growth, Adjusted EBITDA, Adjusted Operating Profit, Adjusted Operating Margin,

Adjusted Profit Before Tax (‘PBT’), Adjusted Earnings, Adjusted Earnings per Share (‘EPS’), Maintenance and Strategic Capital Expenditure, Free

Cash Flow, Free Cash Flow Conversion, Net Debt, Net Debt excluding lease liabilities and Return on Invested Capital (‘ROIC’). There have been

no adjustments made to existing APMs being reported and no new APMs have been included in this report.

The Group views these APMs as useful for providing historical information to help investors evaluate the performance of the underlying

business and are measures commonly used by certain investors and security analysts for evaluating the performance of the Group. In addition,

the Group uses certain APMs which reflect the underlying performance of the business on the basis that this provides a focus on the core

business performance of the Group. The APMs are not part of the IFRS financial statements and are accordingly are not audited.

Summarised below are the Group’s APMs for the financial years presented;

2023 2022

Pro Forma Revenue Growth 13.5% 29.4%

Adjusted Operating Profit £76.3m £72.2m

Adjusted Operating Margin 4.0% 4.2%

Adjusted EBITDA £132.8m £126.9m

Adjusted Profit Before Tax £58.1m £59.8m

Adjusted Earnings £46.2m £48.1m

Adjusted Basic Earnings per Share 9.3p 9.2p

Strategic Capital Expenditure £10.8m £33.1m

Maintenance Capital Expenditure £26.6m £16.9m

Free Cash Flow £56.8m £58.7m

Free Cash Flow Conversion 42.8% 46.3%

Net Debt (£199.0m) (£228.0m)

Net Debt excluding lease liabilities (£154.0m) (£180.0m)

Return on Invested Capital 8.9% 8.4%

Pro Forma Revenue Growth

The Group uses Pro Forma Revenue Growth as a supplemental measure of its performance. The Group views Pro Forma Revenue Growth as

providing a guide to underlying revenue performance and is calculated by adjusting reported revenue for the impact of acquisitions, disposals

and foreign currency.

Pro Forma Revenue Growth FY23

Pro Forma Revenue Growth adjusts reported revenue in FY23 and FY22 to reflect the disposal of Trilby Trading Limited, which completed in

FY23. In addition, FY22 revenue has been adjusted for the additional trading week which was included in H2 FY22.

2023

Convenience Foods

UK and Ireland

Reported revenue – % increase from FY22 to FY23 10.0%

Impact of disposals 1.0%

Impact of additional trading week 2.5%

Pro Forma Revenue Growth FY23 13.5%

The table below shows the Pro Forma Revenue Growth split by food to go categories and other convenience categories.

Food to go categories Other convenience categories

H1 FY23 H2 FY23 Full year H1 FY23 H2 FY23 Full year

Reported revenue – % increase from FY22 to FY23 15.6% 2.0% 7.9% 28.5% 2.0% 14.3%

Impact of disposals – – – 2.8% 6.8% 4.2%

Impact of additional trading week – 3.7% 2.2% – 3.7% 3.1%

Pro Forma Revenue Growth FY23 15.6% 5.7% 10.1% 31.3% 12.5% 21.6%

178 Greencore Group plc Annual Report and Financial Statements 2023

Alternative Performance Measures continued

Pro Forma Revenue Growth continued

Pro Forma Revenue Growth FY22

While Pro Forma Revenue Growth is not comparable year-on-year, we have included the prior year disclosure for completeness. This has

been calculated to reflect the disposal of Premier Molasses Company Limited for the period in FY21 up to the date of disposal. As FY22 was a

53 week period, Pro Forma Revenue adjusts the FY22 reported revenue to exclude the additional revenue. It also presents the revenue on a

constant currency basis utilising FY21 foreign exchange rates on FY22 reported revenue.

2022

Convenience Foods

UK and Ireland

Reported revenue – % increase from FY21 to FY22 31.3%

Impact of disposals 0.4%

Impact of currency 0.2%

Impact of additional trading week (2.5%)

Pro Forma Revenue Growth FY22 29.4%

The table below shows the Pro Forma Revenue Growth split by food to go categories and other convenience categories.

Food to go categories Other convenience categories

H1 FY22 H2 FY22 Full year H1 FY22 H2 FY22 Full year

Reported revenue – % increase from FY21 to FY22 48.0% 31.1% 37.9% 12.9% 26.5% 19.8%

Impact of disposals – – – 2.0% – 1.0%

Impact of currency – – – 0.9% 0.2% 0.6%

Impact of additional trading week – (4.6%) (2.7%) – (4.2%) (2.2%)

Pro Forma Revenue Growth FY22 48.0% 26.5% 35.2% 15.8% 22.5% 19.2%

Adjusted EBITDA, Adjusted Operating Profit and Adjusted Operating Margin

Adjusted EBITDA, Adjusted Operating Profit and Adjusted Operating Margin are used by the Group to measure the underlying and ongoing

operating performance of the Group.

The Group calculates Adjusted Operating Profit as Operating Profit before amortisation of acquisition-related intangibles and exceptional

items. Adjusted EBITDA is calculated as Adjusted Operating Profit plus depreciation and amortisation of intangibles assets. Adjusted Operating

Margin is calculated as Adjusted Operating Profit divided by reported revenue.

The following table sets forth a reconciliation from the Group’s profit for the financial year to Adjusted Operating Profit, Adjusted EBITDA and

Adjusted Operating Margin:

2023

£m

2022

£m

Profit for the financial year 35.9 32.3

Taxation

(A)

9.3 7.5

Exceptional items 6.7 16.5

Net finance costs

(B)

20.8 12.3

Amortisation of acquisition-related intangibles 3.6 3.6

Adjusted Operating Profit 76.3 72.2

Depreciation and amortisation

(C)

56.5 54.7

Adjusted EBITDA 132.8 126.9

Adjusted Operating Margin 4.0% 4.2%

(A) Includes tax credit on exceptional items of £1.2m (2022: £3.0m).

(B) Finance costs less finance income.

179Strategic Report | Directors’ Report | Financial Statements | Other Information

Adjusted Profit Before Tax (‘PBT’)

Adjusted PBT is used as a measure by the Group to measure overall performance before associated tax charge and other specific items.

The Group calculates Adjusted PBT as profit before taxation, excluding tax on share of profit of associate and before exceptional items,

pension finance items, amortisation of acquisition related-intangibles, FX on inter-company and certain external balances, and the movement

in the fair value of all derivative financial instruments and related debt adjustments.

The following table sets out the calculation of Adjusted PBT:

2023

£m

2022

£m

Profit before taxation 45.2 39.8

Exceptional items 6.7 16.5

Pension finance items 1.2 1.1

Amortisation of acquisition-related intangibles 3.6 3.6

FX and fair value movements

(A)

1.4 (1.2)

Adjusted Profit Before Tax 58.1 59.8

(A) FX effects on inter-company and certain external balances and the movement in the fair value of all derivative financial instruments and related debt adjustments.

Adjusted Basic Earnings per Share (‘EPS’)

The Group uses Adjusted Earnings and Adjusted EPS as key measures of the overall underlying performance of the Group and returns

generated for each share.

Adjusted Earnings is calculated as profit attributable to equity holders (as shown on the Group Income Statement) adjusted to exclude

exceptional items (net of tax), the effect of foreign exchange (FX) on inter-company and external balances where hedge accounting is not

applied, the movement in the fair value of all derivative financial instruments and related debt adjustments, the amortisation of acquisition-

related intangible assets (net of tax) and the interest expense relating to legacy defined benefit pension liabilities (net of tax). Adjusted EPS

is calculated by dividing Adjusted Earnings by the weighted average number of Ordinary Shares in issue during the financial year, excluding

Ordinary Shares purchased by Greencore and held in trust in respect of the Annual Bonus Plan, Performance Share Plan, Employee Share

Incentive Plan and Restricted Share Plan. Adjusted EPS described as an APM here is Adjusted Basic EPS.

The following table sets forth a reconciliation of the Group’s profit attributable to equity holders of the Group to its Adjusted Earnings for the

financial years indicated:

2023

£m

2022

£m

Profit attributable to equity holders 35.9 32.3

Exceptional items (net of tax) 5.5 13.5

FX effect on inter-company and external balances where hedge accounting is not applied 0.2 0.7

Movement in fair value of derivative financial instruments and related debt adjustments 1.2 (1.9)

Amortisation of acquisition-related intangible assets (net of tax) 2.7 2.7

Pension financing (net of tax) 0.7 0.8

Adjusted Earnings 46.2 48.1

2023

‘000

2022

‘000

Weighted average number of Ordinary Shares in issue during the financial year 495,372 523,382

Pence Pence

Adjusted Basic Earnings per Share 9.3 9.2

180 Greencore Group plc Annual Report and Financial Statements 2023

Alternative Performance Measures continued

Capital expenditure

Maintenance Capital Expenditure

The Group defines Maintenance Capital Expenditure as the expenditure required for the purpose of sustaining the operating capacity and

asset base of the Group, and of complying with applicable laws and regulations. It includes continuous improvement projects of less than

£1.0m that will generate additional returns for the Group.

Strategic Capital Expenditure

The Group defines Strategic Capital Expenditure as the expenditure required for the purpose of facilitating growth and developing and

enhancing relationships with existing and new customers. It includes continuous improvement projects of greater than £1.0m that will

generate additional returns for the Group. Strategic Capital Expenditure is generally expansionary expenditure creating additional capacity

beyond what is necessary to maintain the Group’s current competitive position and enables the Group to service new customers and/or

contracts or to enter into new categories and/or new manufacturing competencies.

The following table sets forth the breakdown of the Group’s cash outflow for the purchase of property, plant and equipment and purchase of

intangible assets between Strategic Capital Expenditure and Maintenance Capital Expenditure:

2023

£m

2022

£m

Convenience Foods UK and Ireland

Purchase of property, plant and equipment 36.0 48.6

Purchase of intangible assets 1.4 1.4

Net cash outflow from capital expenditure 37.4 50.0

Strategic Capital Expenditure 10.8 33.1

Maintenance Capital Expenditure 26.6 16.9

Net cash outflow from capital expenditure 37.4 50.0

Free Cash Flow and Free Cash Flow Conversion

The Group uses Free Cash Flow to measure the amount of underlying cash generation and the cash available for distribution and allocation.

The Group calculates the Free Cash Flow as the net cash inflow/outflow from operating and investing activities before Strategic Capital

Expenditure, acquisition and disposal of undertakings, disposal of investment property and adjusting for dividends paid to non-controlling

interests.

The Group calculates Free Cash Flow Conversion as Free Cash Flow divided by Adjusted EBITDA.

The following table sets forth a reconciliation from the Group’s net cash inflow from operating activities and net cash outflow from investing

activities to Free Cash Flow and Free Cash Flow Conversion:

2023

£m

2022

£m

Net cash inflow from operating activities 99.0 92.9

Net cash outflow from investing activities (31.3) (50.0)

Net cash inflow from operating and investing activities 67.7 42.9

Strategic Capital Expenditure 10.8 33.1

Repayment of lease liabilities (15.6) (17.3)

Disposal of undertakings (6.1) –

Free Cash Flow 56.8 58.7

Adjusted EBITDA 132.8 126.9

Free Cash Flow Conversion 42.8% 46.3%

Net Debt and Net Debt excluding lease liabilities

Net Debt is used by the Group to measure overall cash generation of the Group and to identify cash available to reduce borrowings. Net Debt

comprises current and non-current borrowings less net cash and cash equivalents.

Net Debt excluding lease liabilities is a measure used by the Group to measure Net Debt excluding the impact of IFRS 16 Leases. Net Debt

excluding lease liabilities is used for the purpose of calculating leverage under the Group’s financing agreements.

181Strategic Report | Directors’ Report | Financial Statements | Other Information

The reconciliation of opening to closing Net Debt for the financial year ended 29 September 2023 is as follows:

30 September

2022

£m

Cash flow

£m

Translation and

non-cash

adjustments

£m

29 September

2023

£m

Cash and cash equivalents and bank overdrafts 46.7 (13.8) (0.1) 32.8

Bank borrowings (158.8) 20.2 (0.4) (139.0)

Private Placement Notes (67.9) 15.5 4.6 (47.8)

Net Debt excluding lease liabilities (180.0) 21.9 4.1 (154.0)

Lease liabilities (48.0) 16.8 (13.8) (45.0)

Net Debt (228.0) 38.7 (9.7) (199.0)

The reconciliation of opening to closing Net Debt for the financial year ended 30 September 2022 is as follows:

24 September

2021

£m

Cash flow

£m

Translation and

non-cash

adjustments

£m

30 September

2022

£m

Cash and cash equivalents and bank overdrafts 73.6 (26.5) (0.4) 46.7

Bank borrowings (150.1) (9.6) 0.9 (158.8)

Private Placement Notes (106.6) 47. 3 (8.6) (67.9)

Net Debt excluding lease liabilities (183.1) 11.2 (8.1) (180.0)

Lease liabilities (59.6) 18.5 (6.9) (48.0)

Net Debt (242.7) 29.7 (15.0) (228.0)

Return on Invested Capital (‘ROIC’)

The Group uses ROIC as a key measure to determine returns for the Group and as a key measure to determine potential new investments.

The Group uses invested capital as a basis for this calculation as it reflects the tangible and intangible assets the Group has added through its

capital investment programme, the intangible assets the Group has added through acquisition, as well as the working capital requirements of

the business. Invested capital is calculated as net assets (total assets less total liabilities) excluding Net Debt, the carrying value of derivatives

not designated as fair value hedges, and retirement benefit obligations (net of deferred tax assets). Average invested capital is calculated by

adding the invested capital from the opening and closing Statement of Financial Position and dividing by two.

The Group calculates ROIC as Net Adjusted Operating Profit After Tax (‘NOPAT’) divided by average invested capital. NOPAT is calculated as

Adjusted Operating Profit plus share of profit of associates before tax, less tax at the effective rate in the Group Income Statement.

The following table sets forth the calculation of NOPAT and invested capital used in the calculation of ROIC for the financial years;

2023

£m

2022

£m

Adjusted Operating Profit 76.3 72.2

Taxation at the effective tax rate

(A)

(16.0) (13.7)

Group NOPAT 60.3 58.5

2023

£m

2022

£m

Invested capital

Total assets 1 ,297.7 1,338.7

Total liabilities (837.9) (873.1)

Net Debt 199.0 228.0

Derivatives not designated as fair value hedges (4.6) (14.8)

Retirement benefit obligation (net of deferred tax asset) 12.8 10.4

Invested capital for the Group 667.0 689.2

Average invested capital for ROIC calculation for Group

(B)

678.1 695.0

ROIC for the Group 8.9% 8.4%

(A) The effective tax rates for the Group for the financial year ended 29 September 2023 and 30 September 2022 were 21% and 19%, respectively.

(B) The invested capital for the Group was £700.8m in 2021.

182 Greencore Group plc Annual Report and Financial Statements 2023

Other information

Greencore Group plc (the ‘Group’, the ‘Company’ or ‘Greencore’) is an Irish incorporated company registered under number 170116.

Its Ordinary Shares are quoted on the London Stock Exchange (Symbol: GNC). Greencore has a Level 1 American Depositary Receipts

programme (Symbol: GNCGY).

Financial calendar

Annual General Meeting 25 January 2024

FY24 H1 Results 21 May 2024

FY24 financial year end 27 September 2024

FY24 Full Year Results 28 November 2024

Advisors and registered office

Group General Counsel

and Company Secretary

Damien Moynagh

Registered Office

No. 2 Northwood Avenue

Northwood Business Park

Santry

Dublin 9

D09 X5N9

Ireland

Auditor

Deloitte Ireland LLP

Earlsfort Terrace

Dublin 2

D02 AY28

Ireland

Registrar and

Transfer Office

Computershare Investor

Services (Ireland) Limited

3100 Lake Drive

Citywest Business Campus

Dublin 24

D24 AK82

Ireland

Solicitors

Arthur Cox

Ten Earlsfort Terrace

Dublin 2

D02 T380

Ireland

Eversheds Sutherland

Bridgewater Place

Water Lane

Leeds

LS11 5DR

United Kingdom

Stockbrokers

Goodbody Stockbrokers

Ballsbridge Business Park

Ballsbridge

Dublin 4

D04 YW83

Ireland

HSBC Bank plc

8 Canada Square

London

E14 5HQ

United Kingdom

Shore Capital

Cassini House

57 St James’s Street

London

SW1A 1LD

United Kingdom

American Depositary Receipts

BNY Mellon

101 Barclay Street

22nd Floor – West

New York NY 10286

United States

Website

www.greencore.com

Follow Greencore on Twitter

@GreencoreGroup

and on Instagram

@greencore_group

183Strategic Report | Directors’ Report | Financial Statements | Other Information

Notes

184 Greencore Group plc Annual Report and Financial Statements 2023

Notes

Greencore Group plc – Annual Report and Financial Statements 2023

Greencore Group plc

No. 2 Northwood Avenue, Northwood Business Park

Santry, Dublin 9, DO9 X5N9 T: +353 (0) 1 605 1000