Annual Report (ESEF) • Jan 22, 2024
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Download Source File213800QGNIWTXFMENJ242022-10-012023-09-30iso4217:GBP213800QGNIWTXFMENJ242021-10-012022-09-30iso4217:GBPxbrli:shares213800QGNIWTXFMENJ242023-09-30213800QGNIWTXFMENJ242022-09-30213800QGNIWTXFMENJ242021-09-30ifrs-full:IssuedCapitalMember213800QGNIWTXFMENJ242021-09-30ifrs-full:SharePremiumMember213800QGNIWTXFMENJ242021-09-30ifrs-full:CapitalRedemptionReserveMember213800QGNIWTXFMENJ242021-09-30ifrs-full:OtherReservesMember213800QGNIWTXFMENJ242021-09-30ifrs-full:RetainedEarningsMember213800QGNIWTXFMENJ242021-09-30ifrs-full:EquityAttributableToOwnersOfParentMember213800QGNIWTXFMENJ242021-09-30ifrs-full:NoncontrollingInterestsMember213800QGNIWTXFMENJ242021-09-30213800QGNIWTXFMENJ242021-10-012022-09-30ifrs-full:IssuedCapitalMember213800QGNIWTXFMENJ242021-10-012022-09-30ifrs-full:SharePremiumMember213800QGNIWTXFMENJ242021-10-012022-09-30ifrs-full:CapitalRedemptionReserveMember213800QGNIWTXFMENJ242021-10-012022-09-30ifrs-full:OtherReservesMember213800QGNIWTXFMENJ242021-10-012022-09-30ifrs-full:RetainedEarningsMember213800QGNIWTXFMENJ242021-10-012022-09-30ifrs-full:EquityAttributableToOwnersOfParentMember213800QGNIWTXFMENJ242021-10-012022-09-30ifrs-full:NoncontrollingInterestsMember213800QGNIWTXFMENJ242022-09-30ifrs-full:IssuedCapitalMember213800QGNIWTXFMENJ242022-09-30ifrs-full:SharePremiumMember213800QGNIWTXFMENJ242022-09-30ifrs-full:CapitalRedemptionReserveMember213800QGNIWTXFMENJ242022-09-30ifrs-full:OtherReservesMember213800QGNIWTXFMENJ242022-09-30ifrs-full:RetainedEarningsMember213800QGNIWTXFMENJ242022-09-30ifrs-full:EquityAttributableToOwnersOfParentMember213800QGNIWTXFMENJ242022-09-30ifrs-full:NoncontrollingInterestsMember213800QGNIWTXFMENJ242022-10-012023-09-30ifrs-full:IssuedCapitalMember213800QGNIWTXFMENJ242022-10-012023-09-30ifrs-full:SharePremiumMember213800QGNIWTXFMENJ242022-10-012023-09-30ifrs-full:CapitalRedemptionReserveMember213800QGNIWTXFMENJ242022-10-012023-09-30ifrs-full:OtherReservesMember213800QGNIWTXFMENJ242022-10-012023-09-30ifrs-full:RetainedEarningsMember213800QGNIWTXFMENJ242022-10-012023-09-30ifrs-full:EquityAttributableToOwnersOfParentMember213800QGNIWTXFMENJ242022-10-012023-09-30ifrs-full:NoncontrollingInterestsMember213800QGNIWTXFMENJ242023-09-30ifrs-full:IssuedCapitalMember213800QGNIWTXFMENJ242023-09-30ifrs-full:SharePremiumMember213800QGNIWTXFMENJ242023-09-30ifrs-full:CapitalRedemptionReserveMember213800QGNIWTXFMENJ242023-09-30ifrs-full:OtherReservesMember213800QGNIWTXFMENJ242023-09-30ifrs-full:RetainedEarningsMember213800QGNIWTXFMENJ242023-09-30ifrs-full:EquityAttributableToOwnersOfParentMember213800QGNIWTXFMENJ242023-09-30ifrs-full:NoncontrollingInterestsMember213800QGNIWTXFMENJ242022-10-01213800QGNIWTXFMENJ242021-10-01 SSP_ANNUAL REPORT 2023_for_ESEF 01_Cover_AAG_AW01 02_Driving_momentum_Inv_case_AW01 03_Chair_CEO_AW01 04_Market_Business_model_AW01 05_Strategy_AW01 06_KPIs_AW01 07_Regional_reviews_AW01 08_S172_Stakeholders_AW01 09_TCFD_AW01 10_Finance_review_AW01 11_Risk_Compliance_statements_AW01 12_Governance_AW01 13_Nomination_Comm_AW01 14_Audit_Comm_AW01 15_Remuneration_Comm_AW01 16_Directors_Report_Respons_AW01 SSP_AR23_FS_Default figure Style 17_Independent_Auditors_Report_Default figure Style 18_Consolidated_FS_Default figure Style 19_Notes_1to18_Default figure Style 20_Notes_19to32_Default figure Style 21_Company_FS_Notes_33to43_Default figure Style 22_Glossary_Company_Info_Default figure Style SSP Group plc | Annual Report and Accounts The best part of the jn Who we are highlights Acquisition of Midfield concessions business in USA We are the food travel experts. Net-zero targets Present in countriPresent in 37 countries globally, .bn c. validated revenue new units won we design, create and operate by the Science Based Targets food and drink outlets in locations initiative (SBTi) where people are on the move. Whether our customers are flying .m abroad on holiday or commuting operating profit on a reported increase in colleague numbers to work by train, we are basis under IFRS commied to making their food and drink experience the best part of the journey. .p underlying pre-IFRS EPS .p IFRS reported EPS Reintroduction of ordinary reduction in absolute Scope and greenhouse gas (GHG) emissions from our base year dividend SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Contents Overview Corporate governance report Financial statements Catch up with our latest news and This report is complemented by our SSP at a glance Leer from the Chair Independent auditor’s report to learn more about us on our website: Sustainability Report, which can be found Our global reach Compliance with the UK the members of SSP Group plc www.foodtravelexperts.com on our website: www.foodtravelexperts.com/ Our brand portfolio Corporate Governance Code Consolidated income statement sustainability Driving momentum Board of Directors Consolidated statement SSP Group plc | Sustainability Report Investment case Group Executive Commiee of other comprehensive income Governance framework and Consolidated balance sheet Strategic report division of responsibilities Consolidated statement Chair’s statement Board leadership and of changes in equity to a sustainable future CEO’s statement our purpose Consolidated cash flow Understanding our market How the Board monitors, Statement Our business model assesses and promotes culture Notes to consolidated Our strategy A message from our ENED financial statements Our journey to net zero Nomination Commiee report Company balance sheet Key performance indicators Audit Commiee report Company statement Regional reviews Directors’ remuneration report of changes in equity Stakeholder engagement Annual report on remuneration Notes to Company and Section statement Directors’ remuneration policy financial statements Task Force on Climate-related Directors’ report Glossary Financial Disclosures Directors’ responsibility Company information Financial review statement Risk management and principal risks Viability statement Non-financial and sustainability information statement L S D E I E A U G A E A L S D E I U G A SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements SSP at a glance Our purpose Our v Our regy The best part of the journey To be the world’s best travel food Our strategy is to accelerate revenue growth, including like-for-like and new business growth, which we convert and beverage company Our purpose – to be the best part of the journey – efficiently to drive profit, cash and economic returns. defines our culture and drives us to achieve our vision. To be the leader in our sector, we need to consistently We will do this by: deliver the highest quality food and best experiences, as well as create long-term value for all our stakeholders in a sustainable way. S T A I N A B U I L I S T Y N S O K I L I T I L E N P O S D A N D P R O E N M E R G A Our vu cultu S T O G DE G C U The best C O part of the L L journey Our values play a key role in enabling us to be the best part of the journey. They were developed in consultation with our teams across the world. They guide our culture, behaviours L and decisions, to ensure we act in the best interests of our O S Find out more about our strategy on page . N G R N stakeholders, the environment and our business. - T U E T R M E R G O W T H A N D R E We are one team We are bold Remuneration linked to performance See how delivering our strategy is reflected in our executive remuneration. We are results focused We celebrate success Find out more in our Directors’ Remuneration Report on pages -. T A I N A B I L I S U S T Y We all make a difference N S O K I L L E D O S I T I A N N O P D P R E R N E G M A G G C U S T O DE C The best O part of the L L journey L O N G - T U R N S E R M G R E T R D O W T H A N E SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements SSP at a glance Our global reach Our brand portfolio We have a wide portfolio of brands, including our own and those we franchise, which cater to client and customer needs. Our brands range from well-known grab ‘n’ go sandwich shops and cafés to casual dining restaurants and bespoke high-end concepts, so we can respond to our customers’ specific needs as they travel around the world. This strong brand line-up is key to our ability to win and retain contracts, as it gives clients confidence that we can meet our customers’ diverse needs with a variety of food and drink and convenience retail options. We operate international brands, national brands and local heroes, which are prominent brands in specific markets, as well as brands and concepts that we have created. BrandswehavecreatedBrandswefranchise International brands International brands We operate in countries and territories, across four operating regions (or reportable segments): countries North America Continental Europe UK & Ireland (UK & I) Asia Pacific and Eastern Europe National brands National brands & Middle East (APAC and EEME) c., c. colleagues locations across the world For more information about our regions, see pages -. c. c., Bespoke concepts Local heroes brands units First unit in Italy due to start trading early December. SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Driving momentum “Our purpose is to be the bt pt e jn Acc hasbeenayearofmomentum.growthinNorthAmerica We’ve seen a strong recovery in travel, made great progress against our strategic priorities, and delivered a financial performance at the top end of our expectations. We will continue to build on this strong Announcing an important step in momentum into next year and, as always, our strategy to accelerate growth we will be driven by our purpose to be the in North America best part of the journey.” Through the acquisition of the concessions business of Midfield Concession Enterprises Inc., we’ve added new units at seven Patrick Coveney airports, including four new locations (Detroit Metropolitan Wayne County, Denver Group CEO International, Philadelphia International and Cleveland Hopkins International). SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Driving momentum Delop Prog exciting new brand propositions our journey to net zero Two exciting new partnerships in Validation of our net-zero targets the UK and Europe: The Breakfast Club and BrewDog We are experts at identifying brands that Our net-zero targets have been validated by customers love and working in partnership to the Science Based Targets initiative (SBTi), the ‘travelise’ them, making them relevant for the global body for validating emissions reduction travel environment. We opened The Breakfast targets in line with the latest climate science. Club’s first airport restaurant in London Importantly, our near- and long-term net-zero Gatwick and two BrewDog units: one at targets cover GHG emissions across our value Amsterdam Central Station, the brand’s first chain (Scopes , and ), including upstream opening in a mainland European travel location, supply chain and downstream end-use. followed by a second opening at Gatwick Airport in December . SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Investment case Why Leading market positions Strong business platform Clear strategy for growth in growing food travel sector and returns SSP? Operating in an industry Years of specialist know-how Business model focused • • • with long-term structural in an environment with a highly around delivering growth growth trends. complex operating model. and maximising returns. Exposure greatest to air, domestic Diverse client base, typically Well positioned to benefit • • • and leisure travel where trends seeking a large tender size, and from growth trends, particularly are most supportive. many long-standing relationships. in the USA and Asia Pacific. More than global market- Flexible and extensive brand Secured pipeline to deliver new • • • leading positions in travel portfolio, which we constantly business growth, shiing our food markets. enhance to meet different mix of business towards higher client requirements. growth markets. expected increase in expected increase in c. c. passenger levels in N. passenger levels in Asia locations across the world new contract wins in America v. by v. by * IATA, IATA PAX-IS, Oxford Economics, expert interviews. Read about our markets on pages - and Read more about our brand and client Read more about our growth strategy find our regional reviews on pages -. relationships in our strategy section pages -. in our strategy section pages -. SSP Rights Issue Prospectus, March . SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Investment case Disciplined financial Sustainability embedded Engaged, diverse and talented Strong financial performance framework in what we do leadership team Highly disciplined use of capital. Sustainability Strategy covers Highly experienced and diverse Sales volumes recovering rapidly • • • • three priority areas: Product, leadership team, with a balance to pre-Covid- levels. Clear priorities for capital • Planet and People. of recently appointed and allocation, including restarting Our KPIs demonstrating a rapid • well-established leaders. ordinary dividend payments Global targets for in each rebound as revenue recovers. • for . area, and our science-based Broad range of experience across • Balance sheet strengthened. • target to reach net-zero GHG the F&B, travel, hospitality and emissions across our value chain retail industries. (Scopes , and ) by , from a base year. - years A average discounted payback on new growth MSCI A-rating revenue as of levels investment Read more about our financial performance Read more in our Sustainability Report, Read more about our Group Executive Commiee Read more about our financial performance in the Financial review pages -. including our ESG ratings on page . in the Governance Report starting on page . in the Financial Review pages -. SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Stregic Rept Strategic report Chair’s statement CEO’s statement Understanding our market Our business model Our strategy Our journey to net zero Key performance indicators Regional reviews Stakeholder engagement and Section statement Task Force on Climate-related Financial Disclosures Financial review Risk management and principal risks Viability statement Non-financial and sustainability information statement SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Chair‘s statement The SSP team has delivered excellent results and made significant progress on the business’ strategic priorities. Dear Shareholders, People and Culture next decade and beyond and, with the strength Remuneration has been a year of strong and sustained Our colleagues are the heart of our business, of our commitment, strategy and partnerships, Our approach to reward is to link remuneration growth for SSP. Patrick and the SSP team have and having a skilled, commied and engaged we believe we can, together, drive positive change with the Group’s key strategic objectives, delivered excellent results and made significant workforce is critical to our success. We strive to across the food travel sector. We communicated both financial and non-financial, while delivering progress on the business’ strategic priorities. be a beer business and to create a culture which our ambitions at our inaugural SSP Investor ESG long-term, sustainable growth for shareholders. On behalf of the Board, I’d like to thank the Group is more inclusive. We believe that a strong culture event, which I aended earlier this year. More can Aer a thorough review, we consider that our Executive Commiee and the entire SSP team for that brings together people with differing skills, be found in our Sustainability Report, also Remuneration Policy remains well suited to our their dedication and commitment to fulfilling our experience and cultural backgrounds makes published today. stage of growth and, as such, the updated version purpose of being the best part of the journey. for beer decision-making. This year, alongside to be put to a vote by our shareholders at our next rolling out diversity, equity and inclusion training Governance AGM will be largely in line with the current policy. Patrick will elaborate more fully in his statement, to all of our senior teams across the Group, we Our strategy is underpinned by a commitment to More information on how we ensure that our but I’m extremely pleased with the progress have also built upon the success of colleague operate to a high standard of corporate governance, approach to remuneration supports our strategy we’ve made against the strategy we set out at networks launched last year and launched new accountability and transparency and the Board is available in the Directors’ Remuneration Report the beginning of last year, which has enabled us ones, including iVibe in the UK and the Global is responsible for ensuring this is the case. on pages -. to capitalise strongly on the rebound in passenger Women’s Leadership Network. Our commitment The Board and I were hosted by our teams in four numbers. As a result, we saw revenues strengthen to diversity starts at the top and, to build on this, different countries for site visits during the year Looking ahead significantly, delivering profits (at an underlying we formally amended our Board Diversity Policy, (in the USA, India, Norway and Ireland), which We have a strong plan to generate growth as EBITDA level) at the top end of expectations and aligning our targets on senior leadership with the presented us with an excellent opportunity to demand for travel continues. Whilst there is an underlying pre-IFRS EPS in line with guidance. Board, with a commitment to achieve at least see the business first-hand and engage with our element of uncertainty, we enter the next year gender diversity by . colleagues. I was personally struck by how many with optimism, and look forward to hosting our Returns to shareholders view their teams as their family and the care next AGM on January . Further information Having become more cash generative and having Sustainability momentum and compassion they have for each other. Judy is available in the Notice of Meeting. successfully de-levered the balance sheet to .x This past year, we made good progress against Vezmar, our Independent Non-Executive Director net debt/EBITDA through the course of the year, our sustainability commitments, focused around for Workforce Engagement, held additional we are pleased to recommend the reinstatement three key pillars: Product, Planet, People. A key in-person and virtual meetings with colleagues of the year-end dividend at .p per share for the highlight was the approval of our ambitious across the business, bringing insightful feedback first time since the pandemic. net-zero targets by the Science Based Targets from these sessions to our Board meetings to Mike Clasper initiative. Reaching net zero will be a challenging feed into our decision-making. Chair undertaking, but we have a clear roadmap for the December SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements CEO’s statement What’s clear is that we have strong momentum across the business… and are fulfilling our purpose of being the best part of the journey. Overview Performance momentum The macro-economic environment continued to Strategic momentum Now having been in the CEO role for nearly Our strategy, coupled with an efficient present challenges throughout the year, not least This momentum in performance was supported two years, I’ve travelled to more than of our economic model, has enabled us to deliver strong from inflationary pressures. However, we were by the progress we made against our strategic country markets. This has allowed me to test our performance at Group level. Revenue was bn, successful in mitigating these challenges to deliver priorities, focusing on our high growth regions strategy, visit hundreds of SSP outlets across the a increase on last year at actual exchange good margin progression and full year profitability and channels and enhancing our capabilities world and build stronger relationships with our rates. This was driven by strong like-for-like sales at the upper end of the range we set out earlier while driving efficiencies. clients, brand and joint venture partners and, growth of , resulting from the combination in the year. of course, our colleagues. What’s clear is that of the continued recovery in passenger numbers, Geographically, we are continuing to pivot more we have strong momentum across the business. especially in the air sector, and our strengthening Despite a higher investment in capital projects, towards North America and Asia Pacific and to The travel market has recovered strongly, with customer offer and digital proposition. Our a strong focus on cash and working capital pursue selective growth in the UK, Continental passenger numbers growing sharply across all our performance was particularly strong in the delivered a free cash outflow of c.m, ahead Europe and EEME. In the year, we’ve delivered markets, most significantly in North America and second half, when our comparator was more of our expectations at the start of the year, leaving strong levels of new business, with approximately Asia Pacific. We’ve invested in our foundations, ‘business as usual’ aer the rebuild from Covid-, pre-IFRS net debt at m and leverage at new contracts won. Our secured pipeline of in particular our customer proposition and brand with revenue up and like-for-like sales up .x (net debt to pre-IFRS underlying EBITDA). contracts yet to open now represents estimated portfolio, to drive like-for-like sales and have year-on-year. Underlying pre-IFRS EPS was within the annualised revenues of c.m. Once fully made considerable progress on our technology previously indicated range at .p, up .p mobilised, approximately two-thirds of this and sustainability agendas. We’ve driven Our strongest performance was in the North versus last year. pipeline will be delivered in North America and significant new business gains, completed two America and APAC and EEME regions, with Asia Pacific and EEME, where we go to market acquisitions and, importantly, we have maintained revenues reaching m in North America with the help of local joint venture partners. our strong focus on operational efficiency, which (a increase on last year) and m in A video Q&A with the CEO can be found We also completed the strategic acquisition of by scanning the QR code or online at has helped us mitigate the impact of very high APAC and EEME (a increase on last year). the concessions business of Midfield Concession www.foodtravelexperts.com/investors/ levels of cost inflation. Together, this has driven In Continental Europe, revenues reached ,m, annualreport Enterprises, Inc. in the USA, which was a particularly a strong performance in the year. Thanks to the a increase on last year. In the UK and Ireland, important step in expanding our presence in skill and dedication of our colleagues, we have not sales strengthened materially to m, North America. only delivered at the top end of our revenue and reflecting the higher mix of the air channel, and pre-IFRS underlying EBITDA expectations, despite the disruption from ongoing strikes in rail. but we are fulfilling our purpose of being the best part of the journey. SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements CEO’s statement YoY revenue increase YoY EBITDA increase Additionally, we opened around units across Our people are crucial to our success, and this Well positioned for future momentum all regions, and I’d like to highlight the progress has been a year of important growth for us as we The key relationships we have with our clients, we made in the Asia Pacific region and in particular now count around , SSP colleagues, a brand and JV partners and teams has enabled us Malaysia, where we opened units in one year increase on last year. We made good progress to deliver a strong performance and will help us to alone. We also entered two new markets – winning against our People Strategy, reinforcing our focus deliver future growth. I would like to thank all SSP contracts in Iceland and Italy with new units at on health and safety, and I’m particularly pleased colleagues, from the management teams to every Reykjavik Airport and Rome Termini station. that of our colleagues completed our team member in our units, for their hard work, Colleague Engagement Survey, in which we commitment and invaluable contribution to the Building our capabilities and driving competitive achieved an overall score of . out of . business during the year. advantage has been a key strategic focus, and we’ve made excellent progress across customer, I’m very pleased with the continued momentum There is good momentum across the business digital, people and sustainability. On our customer on our Sustainability Strategy, and the good as we enter . Our focus on higher growth offering, we introduced many examples of progress we’ve made towards the delivery of markets such as North America and Asia Pacific, on-trend, exciting propositions, such as The Mezz our sustainability commitments. We have a clear as well as our ongoing efforts to enhance our in Ireland, The Farmers’ Market in the USA, Imm plan of action to achieve net-zero GHG emissions competitive advantages and increase efficiency, Rice & Noodle in Thailand and Helsinki food court across our value chain by , and our near- and is delivering results. Looking ahead, though the in Finland. We also strengthened our relationships long-term targets have been validated by the macro-economic environment remains challenging, with existing brand partners including Pret A Science Based Targets initiative. we continue to see significant opportunities for Manger in Europe and built strategic new ones, SSP to drive sustainable long-term growth and including The Breakfast Club in the UK, BrewDog Finally, running efficient operations remains part returns for the benefit of all our stakeholders. in the UK and Europe, and NamNam in Singapore. of our DNA, and this year, we relaunched our multi-year value creation plan, which supports We significantly progressed our digital offer, the delivery of strong profit conversion. rolling out Order at Table technology at our bars and casual dining outlets and adding self-order Patrick Coveney units across many of our quick service restaurants. Group CEO December SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Understanding Our marketplace our market Our core market is food and beverage provision in travel-related locations worldwide, principally within the air and rail channels. Pre-pandemic, the global food travel market was Total market in Autogrill valued at approximately billion of revenues (now part of (), of which approximately was in air Avolta) c. SSP and in rail. Areas percentage of our business in the air sector Lagardère in FY In , c. of our business was in the Others air sector and c. was in the rail sector, with around c. from other areas, including motorway service areas (MSA), in-flight catering, retail, lounges and on-board rail catering. bn Within this marketplace, our clients are the owners of the airports, rail stations and other c. locations at which we serve our customers – percentage of our business in the rail sector those who purchase the food and beverages we in FY sell. While our commercial relationship is with the client, we have a mutual interest in delighting customers with quality and choice. SSP’s share represents c. of the total market. It is a very fragmented market, with the top four participants having just over a third of total revenues and a long tail of local c. and single-brand participants competing percentage of our business in other areas in FY, within regional travel markets. including MSAs, hospitals and shopping centres, in-flight catering, non-travel convenience retail, lounges and on-board rail catering SSP FY (excluding Other Channel); Autogrill (excluding Motorways); Areas (Elior) (excluding motorways); Lagardère Travel Retail (estimated food service revenue). SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Understanding our market Food travel sector trends Positive travel momentum across the world Business and long-haul demand is also recovering, We expect growth in our markets will be They are more willing to discover new experiences In , global travel demand recovered strongly albeit at a slower pace, and in the past year underpinned by longer-term trends, including: and are less budget-conscious when travelling. with a pronounced build back everywhere, particularly, we have seen ‘bleisure’ travel emerge: rising incomes in India and in emerging markets They are also prepared to ‘trade up’ for premium, • particularly in North America and Europe where extending a business trip into a holiday or remote across Southeast Asia innovative and interesting new experiences, and air travel volumes are approaching levels. working. A recent survey found that of growth in low-cost carriers, leading to they now place greater importance on travel than • travellers in the UK and Australia had extended increased consumption in airports and higher before the pandemic. We saw significant growth in passenger numbers, their business trip for leisure purposes, demand for grab ‘n’ go food to eat on the plane and this is predicted to continue, with global air of travellers in the USA and almost of major investment in travel infrastructure We know that food and drink experiences • passenger traffic expected to reach levels travellers in India. by both airlines and airports when travelling are also increasingly important by . within airports, a shi in space allocation to customers. More than half of travelling • The travel industry benefits from long-term from retail towards food and drink. customers see eating and drinking at the airport In particular, leisure, domestic and short-haul structural growth as an important part of their journey. More than travel has led the recovery in the travel sector. The markets we operate in are fundamentally Strong demand for food and drink experiences of customers we recently surveyed are now As a result, we have seen a reweighting of our aractive, and this is reinforced by the positive Customers and businesses face multiple likely to buy food and drink at the airport, with a business towards leisure. The long-term rising momentum we are seeing in the travel sector. economic headwinds, with increasing inflation growing proportion seeking out more ethical and trend in leisure travel plays well to our model, impacting customer spending power. However, sustainable food. Because of longer dwell times, with leisure customers tending to have longer In the medium term, North America and Asia we believe our markets are fundamentally customers also spend more time consuming food dwell times and indulging in F&B as part of their are expected to show the strongest growth. The resilient to these pressures given the continued and drink at the airport than they used to before holiday experience. passenger levels in Asia are expected to increase willingness to spend on travel. the pandemic. This is contributing to higher by compared to levels by and by demand and an average increased spend in North America. The recovery has been driven by high-income per customer. households, which now place a greater importance on travel than before the pandemic: people with higher income (higher than Airports Council International, data as of June . of the median income) strongly agree that ‘travel Ski Research, data as of April . Survey conducted in March has become more important since the pandemic’. , n: US= , UK= , Australia= , India= . IATA, IATA PAX-IS, Oxford Economics, expert interviews. Data as presented at SSP Group Preliminary Results. Source: YouGov, Global Travel and Tourism Whitepaper, . SSP’s Food Travel Insights Survey, . SSP’s Food Travel Insights Survey, . SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Understanding our market Key trends in our markets Several trends influence and impact our sector and our business. We monitor and adapt to these trends to meet ever-changing stakeholder expectations. ConcernsovereconomiccontextHealthandwellbeing Rising inflation and interest rates have been How we are responding We operate in a dynamic sector, in which customer How we are responding a significant concern globally since spring , Tiered approaches to our proposition: We have and client needs are constantly evolving. Customers A Beer Choice: In , we launched our • • impacting the wider macro-economic environment a tiered approach to our offer to cater for all our are increasingly aware of the importance of a ‘A Beer Choice’ toolkit, which uses simple and customer spending and leaving economic customers’ needs. Our wide portfolio of brands healthy diet, with of customers in our Food iconography to help our customers more easily optimism at an all-time low. has options for different budgets; from Travel Insights Survey saying they want healthy identify healthier menu options. It is based affordable healthy grab ’n’ go outlets and food food and drink options when travelling. on best practice from our Norway business. However, the impact of inflation is affecting courts where customers can find a variety ‘A Beer Choice’ labelling emphasises fruits, our customers differently. As noted previously, of options in one location, to casual dining This ‘health-conscious’ approach is now key vegetables, whole grains and a variety of air travellers are on average more affluent than restaurants. We are constantly developing our for our customers, who are looking for nourishing protein foods, such as seafood, lean meats the general population, which makes them less portfolio to ensure we have a mix of value and whole foods in line with their healthier lifestyle and poultry, eggs, legumes, soy products, nuts price-sensitive, and they are willing to trade premium brands to respond to the needs of our choices. They are looking for transparency and and seeds. It also highlights food choices lower up for premium, innovative and interesting new different customers. We are also optimising our clear nutritional information, so they can make in added sugars, sodium, saturated fats, experiences. Our research shows that of menus to include premiumised items and more informed decisions when selecting food options trans fats and cholesterol. customers are willing to pay more for the best affordable options. Our ‘good, beer, best’ that meet a wide range of dietary needs and, Opening new wellness-orientated outlets: • quality food and drink. approach means we can offer an exciting, importantly, food that is appealing and We are adding brands to our portfolio which tasty experience to suit everyone. tastes good. focus on wellness and healthier offerings. For example, in , we expanded Soul & Grain Additionally, the increased penetration of in the UK with openings in Bristol, Newcastle Read more about how we are supporting our connected health wearables makes it easier for and London City airports. colleagues and customers on pages and . customers to use technology to measure their health. The use of scanning apps to analyse the health score of food products has also helped Read more about how we are embedding sustainability into our customer proposition people to understand more about healthy, on pages - of our Sustainability Report. whole foods. SSP’s Food Travel Insights Survey, . SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Understanding our market Key trends in our markets IncreasingdigitalcompetencyClimateprotection Travellers are largely connected and rely on their How we are responding Changes in the Earth’s climate are being observed How we are responding digital devices during their journey. They are more Rolling out digital ordering technology: in every region and across the whole climate Science-based net-zero target: We have • • likely to spend time on the internet while consuming We are continuing to roll out digital ordering system. Biodiversity loss is exacerbating the a science-based target to reach net-zero food and drink at the airport than talk to someone and payment systems. We also started to issue as it reduces the capacity of ecosystems greenhouse gas (GHG) emissions across our and they expect to find charging points and Wi-Fi incorporate the use of Artificial Intelligence, to adapt and build resilience. value chain by , from a base year. access at every step of their journey. enabling us to pitch more relevant menu With nearly of our footprint relating options to customers through digital ordering The role of food systems and agriculture as to indirect Scope emissions, we are Digital services are important to customers to and driving up transaction values. central to climate action efforts was a key part collaborating with our suppliers, clients and simplify their journey, with one in five declaring Simplifying our customers’ journey: We want of the agenda at the COP Climate Summit in brand partners to drive emissions reductions. • it is important for them to be able to order food to make sure connected customers find the . This is supported by a growing body of Reimagining food for people and the planet: • digitally. Separate stages of a customer ease they’re looking for when travelling. For evidence showing that a shi to sustainable We are taking an integrated health and climate journey are being rolled into a single, seamless, example, we are equipping our sit-down units diets can deliver a triple win for climate, nature approach to developing our F&B offerings, tech-enabled interaction, and customers can with charging points and USB ports. and health. focused on: sourcing, recipes, menus and brands. now browse menus, customise orders and In , we partnered with Klimato, a leading track preparation and delivery for a more People are increasingly concerned about how provider for calculating the carbon footprint personalised experience. Read more about our digital innovations their choices and purchases affect the environment, of our recipes using a comprehensive database on page . individuals and communities, both locally and of country-specific, peer-reviewed life cycle Digital ordering systems such as OAT globally. Our customers want to know how their analysis data. We are using the insights to (Order at Table) and digital kiosks in quick service food is produced, transported and processed, identify areas where we can reduce the impact restaurants can give back control to customers and how they can limit their own environmental of our existing recipes or develop lower-impact and alleviate the time and space pressures impact, avoid animal suffering and help tackle alternatives, while maintaining customer appeal. they’re under when travelling. climate change. While we are acutely aware of the impacts Read about our net-zero strategy on pages - and pages - of our Sustainability Report. of the aviation industry on our environment and biodiversity, we have an opportunity to work IPCC, : Climate Change : Impacts, Adaptation and Vulnerability. Contribution of Working Group II to the Sixth Assessment together to drive positive change and make the Report of the Intergovernmental Panel on Climate Change. airport experience as sustainable as possible. (a) EAT (). The EAT-Lancet Commission on Healthy Diets From SSP’s Food Travel Insights Survey, . Sustainable Food Systems; (b) WWF-UK (). Eating for Net Zero: SSP’s Food Travel Insights Survey, . How diet shi can enable a nature positive net-zero transition in the UK. SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Our business model Ding sustainable value for all stakeholders Our competitive advantages What we do and how we do it Leading market positions Skilled and We have years of specialist know-how in travel environments with a highly complex operating model. We have leading positions in some engaged colleagues of the most aractive sectors of Our c., colleagues have a the travel food and beverage market, broad range of skills and experience Set up the right brands and concepts in the right locations underpinned by our extensive brand spanning the food and beverage, portfolio and established management travel and retail industries. In all Understanding customer needs Developing tailored and operational teams across our markets, we employ dedicated We commission surveys, such as food solutions countries. teams of senior managers focused our Food Travel Insights Survey, Customer insights enable us on business development, sales, to understand our customers’ to tailor our offer to each travel Food travel expertise marketing and operations. needs so that we can develop location we serve. Our extensive We provide a compelling proposition Our managers are supported by innovative concepts and brands brand portfolio includes brands for both clients and customers experienced, locally-based teams. aligned with their requirements. we own, concepts we create and based on our culinary expertise. These insights inform our customer local hero and international This includes a deep understanding Local insight and proposition, as we develop third-party brands. We specialise of what our customers want, an international scale concepts adapted to the needs in travelising menus, bringing extensive offering of brands and We have a deep knowledge of the of passengers by geographies quality food and beverages concepts to meet these needs, and individual markets in which we operate, and customer segments. to those on the move. expert knowledge of operating in which is further enhanced by our complex and logistically demanding relationships with JV partners in select travel environments. countries across Asia Pacific and EEME, as well as in the USA. Our strong local Deliver the best food and beverage experiences in travel Long-term client presence enables us to understand our relationships customers’ tastes and needs, maintain Supplying food, beverage and Providing operational excellence Our principal clients are the owners close relationships with clients and other consumables with integrity and superior customer service and operators of airports and railway brand partners and creates a ‘sense The food we serve and products We operate F&B units within our stations, but we also have a presence of place’ in our units. Our international we sell are primarily sourced from clients’ travel locations, delivering in motorway service areas, hospitals presence also gives us scale and local suppliers and wholesalers. efficiency and performance to and shopping centres. We have excellent, additional expertise. We source our products and clients, brand partners and long-standing relationships with many ingredients with due care for colleagues. The quality of our food clients and have high success rates the environment and the people and high service standards help us in retaining our contracts. involved in their production to maintain and extend existing and manufacture. contracts and win new business. SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Our business model Creating long-term sustainable growth and returns The value we create for our stakeholders through our performance framework We have a well-established framework, which Like-for-like revenue growth underpinned our performance and helped us Brand portfolio enhancement • deliver a strong track record of shareholder Range and menu optimisation • value creation leading up to Covid-. Customer research and insights Customers Colleagues Investors and lenders • Implementation of digital By offering great tasting, By being a great place By generating sustainable • This disciplined approach to financial customer solutions nutritious and sustainable to work where everyone long-term profitable growth management continues to enable us to grow food and drink for people can fulfil their potential. and returns. our business sustainably. Profit conversion on the move. Gross margin optimisation • Labour and overhead efficiency • ./. ./. .p Managing rent and franchise fees • Technology and automation Customer feedback score score in Colleague proposed year-end dividend s • e s i n n t r L Engagement Survey u s e e v i k b o p m e e un - f o Cash flow generation e w e v e l g r N d e r - l i k A high conversion of profitability o • w t e h to cash Reinvesting to enhance our • Sustainable, competitive strengths Clients Joint venture partners Brand partners high growth Prioritising organic expansion • By delivering exceptional By helping them grow By being their preferred and returns Allocating cash to maintain a • service to their passengers. their businesses through partner for operating g C strong balance sheet and create e a new opportunities. in the travel sector. n s shareholder value e h r fl a o fi t n t i w o r o i o s n P r New business development v e c o n Contract renewals • and extensions Suppliers Communities, Governments Mobilisation of existing pipeline • By building mutually NGOs and society and regulators New contract wins • beneficial relationships. By positively impacting our By supporting local economies Disciplined M&A • planet and wider society. and contributing our experience and expertise to areas of policy development. Find out more about our strategy Find out more about how we engage on pages -. with our stakeholders on pages -. SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Our strategy Remuneration linked to performance See how the delivery of our strategy is reflected in our executive remuneration. Our ph to long-term success Find out more in our Directors’ Remuneration Report on pages -. To deliver our purpose and vision, we are focused on growing our market-leading positions in the food travel sector in international markets. Our strategy is to accelerate revenue growth, including like-for-like and new business growth, which we convert efficiently to drive profit, cash and economic returns. We will do this by: Pivoting to high Enhancing business Delivering operational growth markets capabilities; driving efficiencies competitive advantage Priorities: Priorities: Priorities: Increasing focus on air channel Developing great customer Revitalising our efficiency • • • Accelerating growth in North propositions programme • America and targeted Asia Pacific Digitising our business Optimising procurement • • Growing selectively in the UK, Supporting our people and culture Utilising more technology • • • Europe and EEME Building a sustainable business and automation • Associated KPIs: Associated KPIs: Associated KPIs: Net gains Like-for-like revenue Underlying profit margin • • • Revenue Colleague engagement score Underlying operating profit • • • Like-for-like revenue Customer feedback score Leverage • • • Read more about our progress on each strategic pillar Women in senior leadership roles Free cash flow • • on pages -. Carbon dioxide equivalent Underlying EPS • • Associated risks: Associated risks: Associated risks: Our strategy drives our performance framework . External environment . Labour . External environment, Our disciplined approach to financial management continues . Labour . Health & safety . Supply chain, . Health & safety to enable us to grow our business sustainably. . Mobilisation of pipeline . Senior capability . Information security, . Competition landscape . Sustainability . Compliance, . Mobilisation of . M&A activity pipeline, . Competition landscape, Read more about our business model . Expansion into new markets . Efficiency programmes, on pages -. . Brand portfolio and customer demand Read more on pages -. Read more on pages -. Read more on pages -. SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Our strategy c. c. of new business wins were new units won across North America in the air channel and Asia Pacific Piv to high growth markets Focusing on high growth channels and geographies We are focusing our resource and The future growth and returns of our business Our strong financial position and track record will be principally driven by the air channel. of delivery for clients put us in a good position investment proactively on high Several trends in the sector make the air channel to capitalise on these growth opportunities. growth channels and geographies. particularly aractive: more airports being built and more space We have a track record of delivering profitable • being allocated to food and beverage and new space and in the three years before Covid-, Highlights from with greater prominence we added c.- of revenue from net gains c. of new business wins were in the • the removal or reduction of in-flight catering annually. We invest in contracts with the right • air channel. leading passengers to consume more food strategic fit and that are expected to deliver Won units in North America and across • and beverages pre-flight financial returns in line with our criteria, which Asia Pacific. increased air-side dwell time due to increased includes a - year discounted payback. Selective • Completed the acquisition of the concessions • airport security requirements and airport and disciplined infill M&A is an important part business of Midfield Concession Enterprises, investments to improve speed of processing of our strategy to gain market scale. Inc. in the USA. security clearance. Strong levels of new business development As the travel market recovers, the fastest growth In , c. of our new business wins were Priorities for in the air channel is expected to be in North America in the air channel (by contract value), and we won Accelerate in high growth markets • and Asia, regions where passenger levels are contracts with new airport clients, including including North America and Asia Pacific. forecast to grow by compared to levels Dulles Washington Airport in the USA, Calgary Continue to target selective growth • by in Asia and by in North America. Airport in Canada, Menorca Airport in Spain and opportunities in air across the business Krabi Airport in Thailand. and rail in the UK, Europe and EEME. To reflect this, we identified the following Target aractive new markets. • regional priorities: Geographically, we are making good progress accelerate growth in North America and in accelerating growth in North America and • in targeted Asia Pacific countries selected Asia Pacific markets, underpinned Find out more about our KPIs on pages - grow selectively in the UK, Europe and EEME. by adding new business development capability, and our associated risks on pages -. • proactive but disciplined capital allocation and We see considerable opportunity to build on our strong JV partnerships. We have expanded our strong platforms in our large developed markets, presence in the USA, with new wins at Fresno notably in North America, where we have a low (California), Portland (Oregon) and Lubbock market share and a unique business model. We (Texas) airports. Consistent with our strategy are also looking to expand rapidly in Asia Pacific. of accelerating growth in North America, we announced the acquisition of the concessions Client expansion projects and investment business of Midfield Concession Enterprises, Inc. in developing new infrastructure are expected in the USA. IATA, IATA PAX-IS, Oxford Economics, expert interviews. Data as presented at SSP Group Preliminary Results. to be a long-term focus area for our industry. SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Our strategy Piv to high growth markets continued Focusing on high growth channels and geographies continued In Malaysia, we built on our existing presence with clients and government. They contribute Strategy in action at Kuala Lumpur Airport with two additional wins to the capital costs of expansion in addition in new terminals. In Europe, we secured our first to taking a share of profitability. Growing our business in India contracts in Iceland at Reykjavik Airport and Italy at Rome Termini station, bringing our footprint We have also maintained high retention rates to a total of countries. on contracts. For example, we had renewals (and therefore net gains) momentum in the UK and India is a market experiencing rapid growth Our secured pipeline of contracts yet to open Europe with important and high-profile contract and offers a significant opportunity for now represents estimated annualised revenues retentions at Cardiff, Newcastle, London Gatwick, SSP through our joint venture partnership, of c.m. Once fully mobilised, approximately Liverpool, Trondheim and Marseille airports. Travel Food Services (TFS). two-thirds of this pipeline will be delivered in North America and APAC and EEME. In these Developing a great customer proposition is key We have operated in the Indian market markets, we frequently operate with joint venture to winning and renewing contracts. We are focusing since through TFS, in partnership with partners whose aributes include local knowledge, on improving our casual dining and convenience K Hospitality, and we are now operating in access to brands and concepts, and relationships retail offer, which is driving more new business. airports including Mumbai and Chennai. Benefiing from the recovery of passenger levels, our business in India has seen rapid sales Selection of new locations secured this year growth since our market entry and is now our second largest market by unit numbers. Detroit Metropolitan Building on our presence in the country, we won an Wayne County important tender as part of an expansion project Airport at Delhi Airport for nine F&B units. Delhi Airport Kelowna Calgary Philadelphia Lyon Airport is the busiest airport in India, with substantial Airport International Part-Dieu Zurich Station domestic and international traffic. The new units Station Rome Termini Station Fresno Dulles Menorca will include a prime food court, gathering a mix Airport Washington Airport of local and international brands that will be built Airport as part of the terminal expansion. We also won Cleveland Krabi Hopkins a contract to open a convenience retail outlet. Airport International Additionally, we secured new contracts at Bengaluru, Hyderabad, Goa and Mopa airports. SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Our strategy + ./. international brand partners customer feedback score Ennc business capabilities; driving competitive advantage Developing great customer propositions Through our deep customer insights, We put the voice of the customer at the heart which is detailed in the case study. We are also Strategy in action of everything we do, so we can provide the brands, scaling up our lounge offer and have won several food travel expertise, extensive menus and experiences to meet their needs and new contracts in our high growth regions to Rolling out our retail portfolio of brands and innovative ensure we’re the best part of their journey. operate lounges, including Malaysia and India. concept ‘Point’ globally concepts, we deliver leading food Our broad portfolio of global, regional and local Strengthening partnerships with clients and retail propositions aligned brands, to which we are constantly adding new and brand partners to our clients’ needs and goals. With retail operations in Norway, Germany, and innovative concepts, enables us to meet Brand partners are integral to our success and Sweden, Spain, UK and India, we are experts in both client and customer expectations. We work in , we secured several new partnerships, running retail convenience units, under franchise closely with our clients to develop formats and including The Breakfast Club and independent Highlights from and through our own brands. Retail already concepts that offer customers quality food and cra brewer BrewDog, which bolster our casual Rolled out our customer feedback tool, accounts for around of our sales and as • beverage and a great overall experience. This is dining and bars offer in the UK and Europe. Reputation, across markets. the lines between retail and F&B are blurring, critical to retaining existing business with our Achieved a global Reputation score of ./.. we see great opportunity to strengthen our • clients and winning new business. Building long-term, trustworthy relationships Secured new brand partnerships, including retail expertise. We have started the rollout of • with our brand partners is important as we work NamNam and The Breakfast Club. our own convenience retail brand, Point, across To make beer informed decisions, we have closely together to build a quality F&B offer that Won more than awards at industry our markets and aim to bring ‘freshly made food • invested heavily in gathering customer insights meets our customer needs. This year, we acquired conference FAB across best bar, casual dining to go’ to the convenience sector. and trends. In , we undertook our largest-ever the right to develop the Pret A Manger franchise restaurant and health-centred offer. customer survey, which we are using to develop in German-speaking Switzerland and we now Point’s moo is to be ‘fast, fresh & local’ and our propositions. We are also leveraging the run outlets with the brand under franchise it is designed to help travellers shop quickly, feedback we receive from customers through across Europe. Priorities for find delicious freshly made food and a range our customer listening tool, Reputation. Expand our global brand partnerships. of global and local hero products. From an • Developing innovative concepts Finalise the refresh of our key own-brands, initial presence in the Nordics, we now operate • Diversifying our formats We are also curating new concepts, including food including Upper Crust, to continue meeting Point units and are set to open new stores Our ‘Food Travel Insights Survey’ highlighted the halls that combine multiple brands in one location. our customers’ needs. in Zurich and Bangkok. value of bringing new and exciting experiences For example, in July we opened The Mezz at Dublin Develop our retail and lounge expertise, • to customers. Continuing to innovate and develop Airport, an innovative street food concept offering with a focus on local knowledge. new formats with ‘travelised’ menus is central four different brands. The menu, service style and to enhancing our customer proposition and we layout of The Mezz have been carefully curated continued our good progress in this area. This to maximise operational efficiency, offering Find out more about our KPIs on pages - year, we worked on enhancing our casual dining quick and consistent service to high volumes of and our associated risks on pages -. offer and opened new concepts including Hunt customers, while maintaining great quality food & Fish Grill in the USA and NamNam in Singapore. and excellent customer experience. All orders are We have also made significant progress in made through self-guided kiosks and prepared developing our convenience retail offer. We are in a central kitchen, enabling a quick order to rolling out our SSP-owned retail concept Point, collection time of less than three minutes. SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Our strategy Ennc c., ./. business capabilities; driving competitive advantage continued colleagues across the world score in Colleague Engagement Survey Supporting our people and culture People are at the core of our business By the end of , we employed approximately Inclusion , colleagues across the world, of whom We are building a diverse, inclusive culture and we’re commied to ensuring that were team members or supervisors, where everyone is welcomed, which reflects SSP is the best part of our colleagues’ were operations and unit-level management and the communities where we operate and the career journey. the remaining were support function colleagues. customers, clients and stakeholders we serve. Our approach to being the best part of our We are proud of the progress we have made Highlights from colleagues’ career journeys is set by our People on gender diversity. We’ve exceeded the Board ./. score in our Colleague Strategy, which we launched in and is diversity target set by the FTSE Women Leaders • Engagement Survey. underpinned by our values. This year, we have Review, with female board representation, increase in colleague numbers. continued to develop this strategy and have and we have met the Parker Review ethnicity • of senior leadership roles held by women. worked to embed it across our global business. target with one director from an ethnic minority • Held safety forums in all our markets. In particular, we have strengthened our capabilities background. In addition, of our Group • Launched global careers website across several areas, including safety, colleague Executive Commiee and their direct reports • in six countries. recruitment, retention, inclusion, engagement are women. To build on this progress, the Board and skills development. formally amended its Board Diversity Policy to include a new objective to achieve women Priorities for Araction and retention in senior leadership roles by . Introduce new development initiatives We have also enhanced our processes to ensure • focusing on high-potential leaders. we continue to aract, recruit, and retain talent. We recognise that we need to provide a safe space Launch our new safety induction training To support our growth, we have implemented for colleagues to share their experience and build • module across our markets. extensive recruitment, induction and skills training relationships. As well as our Global Inclusion Roll out our global careers website across our for new colleagues across our key markets. Council, we also have a number of colleague • countries, for a consistent and simplified networks, including iVibe, which celebrates recruitment experience for candidates. We have further developed our Employer Brand multiculturalism, LGBTQ+ networks in the UK and Continue to embed DE&I across the business and launched our global careers website through Denmark, and a new Global Women’s Leadership • through local action plans and improve social which we advertise all vacancies in one location. network. These networks help us spearhead mobility and representation in our senior leaders. The site is live for six countries and will be rolled influential DE&I conversations to drive lasting out to most of our countries by the end of . change across our business. Each network has a -month roadmap, a dedicated Chair or co-Chair, Find out more about our KPIs on pages - and an executive sponsor to ensure this focus and our associated risks on pages -. is aligned to wider business priorities. SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Our strategy Ennc business capabilities; driving competitive advantage continued Supporting our people and culture continued Engagement Safety and wellbeing we conducted safety training workshops • Strategy in action We carried out our third global engagement Collaborating closely with our colleagues, clients, across our Asia Pacific region and held Safety survey at the end of the first half of , and our brand partners and suppliers, we are dedicated Forums in all our markets DE&I leadership development first in partnership with Gallup, who are industry to fostering a positive safety culture at all levels analysing existing strategies such as the • workshops leaders in colleague engagement. Over three- of our business. CARE Framework, we’ve implemented a serious quarters of our colleagues took part. Gallup incident escalation process, from country to measures engagement using the ‘Q index’ which We maintain the highest food safety standards, Group level From March , we delivered a series is a score out of . We registered an overall score aligned to the Hazard Analysis Critical Control the Group Safety Data app, our internal incident • of internal workshops to help our regional of .. As a result of the survey, we identified Point management system, an internationally report app launched in , has facilitated leadership teams (top leaders) understand areas for improvement and developed action recognised standard. For customer safety, we prompt support for colleagues and improved the importance of DE&I, helping them navigate plans in collaboration with our senior leadership ensure our colleagues are fully trained and that the collation of incident statistics, resulting their own personal journey around these topics teams. The survey results were cascaded down our processes comply with all government in enhanced safety check-ins and increasing and explore available market data. to regional, country, site and team-level, with requirements and guidelines. report frequency from quarterly to monthly listening sessions held to encourage open and our Group Safety team carried out visits to • A key deliverable from the workshops was the honest discussions. Throughout the past twelve months, we have markets to meet with local safety leads creation of country-specific DE&I action plans. invested significantly in our resources and we delivered regular communications and • Each region now owns the delivery of their Training and development capabilities. We have enhanced our Group Safety campaigns, including for World Food Safety Day. DE&I action plan, with regional CEOs reporting In , we implemented new initiatives, team and put in place new ways of working, which updates and progress at Group Executive including the rollout of our High-Five customer will enable us to identify and share best practice, and Our approach to safety extends beyond the physical Commiee meetings, and regional updates service training across the globe, our Team stronger processes for data sharing and reporting. safety of our colleagues, encompassing their through the Group Inclusion Council. Leaders Development Programme in the UK and overall wellbeing. We enhance employee wellbeing focused on developing engaging and accessible We’ve rolled out our Global Safety Governance through health-related initiatives pertinent to training materials. and Management Framework, a global initiative each market, such as mental health camps, first driven by our Board and Leadership teams and aid training, occupational health assessments and ‘Learning by doing’ is widely recognised as the operational colleagues. The framework defines counselling provisions, which are available to most effective way of learning. To encourage clear accountability and responsibilities at all most colleagues, depending on the market. learning and improve the accessibility of our levels – from local markets to Group – with programmes, we piloted a gamified customer downward support and upward visibility. Our In , the majority of our operating markets service training for our colleagues in the Nordics. CARE (clarity, accountability, report, experts) had colleague wellbeing programmes, tailored to of colleagues who conducted the training principles guide our approach. local needs. Our local programmes are supported agreed that it helped them understand how they by global campaigns and toolkits to drive common can provide great customer service. We are now Our efforts are focused on optimising pre-existing awareness and understanding across the Group. rolling out our gamified training platform to the safety procedures while introducing new ones: DACH region, with plans to launch it in all our we appointed a Group Safety Director in • Continental Europe markets. May Find out more about safety and wellbeing on pages - of our Sustainability Report. SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Our strategy Our digital solutions give back control to travellers over how Ennc they spend their time when they are travelling. This is why we business capabilities; driving competitive advantage continued are continuing to roll out digital ordering solutions and investing in optimising the customer journey, puing digital at the core of their experience. Mark Smith Chief Digital and Technology Officer Digitising our business To beer serve the needs of our Digital devices and services have become part Driving productivity through digital Strategy in action of the customer journey. Our ‘Food Travel Insights We launched new digital products and services customers and drive sales, we are Survey’ results showed that one in five travelling to drive like-for-like sales and we are developing Digital at the service rolling out customer-facing digital customers want to be able to order digitally. our use of AI to pitch relevant menu options to of the customer: ‘The Mezz’ solutions and upgrading our Many travelling customers are sensitive to time customers through digital ordering and drive constraints and are oen trying to avoid queuing up transaction values. To boost colleague internal systems. as part of their travel. productivity, we have trialled service robots in the As part of Dublin Airport’s ‘Beer Dublin’ UK and Germany to alleviate pressure during busy renovation programme, we opened ‘The Mezz’, The development of digital ordering capability is periods by freeing up colleagues for more skilled Highlights from a new street food concept located in Terminal . key to our strategy, as it can simplify the customer tasks. We are also rolling out our new cloud-based Increased number of digital ordering points, • The food court is a customer-oriented concept journey and allow customers to control their time. till system, which is improving speed of service enabling . of our sales to be made through offering four brands in one place, including Digital ordering is also important for driving through a beer colleague experience and a digital channel. local Irish favourites and new brands we like-for-like sales. The use of artificial intelligence payment integration. It will also simplify the Started rolling out our cloud-based till system • have developed. (AI), digital information and automated systems integration of digital ordering capability, such as Piloted our SAP finance, inventory and cash • have improved time efficiency and average mobile apps, table and QR code ordering, and is a management system in Finland. We use digital technology across The Mezz transaction value. We are providing our true enabler of our digital customer proposition. to enhance the customer experience. Ordering colleagues with the right digital tools so they is quick and easy, and innovative digital kiosks can deliver the best service to our customers Upgrading our internal systems Priorities for allow customers to order from each brand in and operate efficiently. As well as upgrading the digital experience of Accelerate the development and • one place. With the digital screens showcasing our customers, we are digitising our back office implementation of our digital ordering, our food and drink offer, customers are guided Digitising our customer proposition systems. This year, we have continued to develop cloud-based till and payment systems. to self-order kiosks. The average time from To improve the customer journey, we are rolling our SAP system to replace our inventory and Roll out our SAP finance, inventory and cash • ordering to collection is under three minutes out digital technologies such as Order at Table operational cash management systems, further management systems across all the Nordics. and ‘Order Ready’ screens indicate to customers (OAT), kiosks and self checkouts to give our improving efficiency and enabling beer controls. their collection time at the centralised collection customers control over what they order and We trialled the technology in Finland, which has point, directly linked to the unique kitchen. Find out more about our KPIs on pages - how and when they pay. Around of our units proven a success, particularly with enhanced and our associated risks on pages -. are equipped with digital ordering and payment inventory and cash management functionality systems. In the USA, we trialled an improved for our colleagues in units, which enables greater version of our OAT system, which simplifies the accuracy of product availability for our customers, tipping process, an important part of the payment whilst reducing waste and stockholding. Following process in the North American market. the success of the Finnish pilot, we are starting the deployment of the system across the Nordics. c u l s i n d n i d v o P n c a i e r g t i u R : o o f y t i o m c d e a w d u q e o i r g n e s t P : 1 SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Our strategy We have set out to take a leadership position in our sector for Ennc sustainability, working in collaboration to drive positive change business capabilities; driving competitive advantage continued both within SSP and across the food travel sector. Sarah John Corporate Affairs Director and executive lead for sustainability Building a sustainable business Sustainability is an important PRODUCT: serving our customers responsibly By the end of , c. of our own brand To support this, we implemented a revised human We are commied to increasing healthy and packaging was free of unnecessary single-use rights due diligence process for our contracted strategic priority and crucial for our sustainable choices, sourcing our products plastic and c. was reusable, recyclable or suppliers. Our target is for of high-risk long-term success. Our Sustainability sustainably and supporting animal welfare. compostable. We are commied to achieving suppliers to undergo ethical trade reviews by . Strategy focuses on our most material by . We have exceeded our target for of We play an important role in the communities issues under the pillars of: Product, meals offered by our own brands to be plant-based We are also making strong progress in reducing where we operate, supporting them through Planet and People. or vegetarian, achieving globally in . food waste, with programmes across all our charitable partnerships to alleviate food poverty Our ‘People & Planet Menu Framework’ provides markets prioritising food waste prevention in and other causes. In , we worked with practical guidelines for integrating healthier the first instance. Where we have unsold, surplus charity partners across countries. In the UK, Highlights from and more sustainable food and drink options food, we focus on redistribution, such as through the SSP Foundation held a charity gala in , reduction in absolute Scope and • across our own brands. And, in , we our partnership with the world’s largest food raising more than , for FareShare, the GHG emissions (from our base year) launched ‘A Beer Choice’ toolkit, which uses saving app, Too Good To Go. Since our partnership UK’s largest charity fighting hunger and food and net-zero targets approved by the simple iconography to help our customers easily began in , we have saved over , tonnes waste, and Trussell Trust, the UK’s largest C o m m i t m e n t s Science Based Targets initiative (SBTi). identify healthier or more nutritious options of food from landfill, avoiding the equivalent of network of food banks. of our own brand meals are plant-based • on our menus. c., COe emissions. : S o u r c i n g s u s t a i n a b l y or vegetarian. a n d Our Sustainability Strategy Strengthened Human Rights Policy, Supplier t h y • For our own brands, of tea, of coffee and PEOPLE: supporting our colleagues a l s : S g h e o i c e a n u p Code of Conduct and due diligence process. of hot chocolate are from sources certified to and communities s i n l e c h i m p a l o e a a b w r t r n e i i l n standards such as Rainforest Alliance or Fairtrade. We are commied to promoting diversity, c I n s t a f a g : r u e s In addition, of our own brand fish/seafood is equity and inclusion (DE&I), protecting safety and Priorities for sourced from certified fisheries and of eggs wellbeing, respecting human rights and supporting o s i l l e d u c t : S e r v i n g o P r o u e r s r e s p r Implement new Responsible Marketing • for our own brands are from cage-free sources. our communities. Find out about DE&I and safety Principles and guidelines. We are commied to achieving across all and wellbeing on pages - and -. Pilot carbon recipe assessments and menu • these areas by . carbon labelling in key markets. In , we updated our Human Rights Policy PLANET: protecting our environment and Supplier Code of Conduct with strengthened We are commied to reducing our climate global standards, commitments and expectations See also our Sustainability Report for impacts, transitioning to sustainable packaging for all our business operations, colleagues and detailed information on our strategy, targets and performance. and reducing food waste. suppliers to adhere to and work towards. These are aligned to the Ethical Trading Initiative Base We have a science-based target to reach net-zero Code, which is founded on International Labor n u t o m o n s s i b l y t c y , a p Governance Upholding high 2 : g u e s l e a : standards c n i t t a n P S t e g e r u o m n d o e n d o p p r c o t : P r i r o n g t o i g g n w t e o t i n e n v n i e c t i m n e n m g o l a u P u r t i n o a c k a l l b g u n o i r t n s i l e p e See also Our journey to net zero on pages -. GHG emissions across our value chain by , Organization (ILO) conventions and is an i n s a f i e g e s T b r a n a : i n t s C o m t y s t a m e from a base year, as detailed on pages -. internationally recognised code of labour practice m 3 : t s u i i R m that we have adopted as our global standard. t m h e u m e s p o m n t a n e r c C s i t i n g h g t g a s e 4 d i n u r : S u i l o u u t u p p o : B f r r t a r t c o i n g m e - s m m u n c l i m a t i t i e s SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Our strategy Ding operational efficiencies Revitalising our efficiency programme We are commied to operating an Running efficient operations is a core SSP competency and deeply embedded in our culture. efficient business to ensure our sales Gross margin Supply chain and Labour Overhead We aim to optimise gross margins and leverage optimisation procurement productivity efficiencies are effectively maximised into profit the international scale of our business by paying and cash. rigorous aention to managing the key costs of Menu engineering Inflation tracking Digital rollout Installation of smart • • • • food and beverage, labour and overheads. Recipe reviews Supplier and product Scheduling reviews energy meters • • • Inflation rationalisation post Retention Installation of • • • Highlights from The key areas that we focus on to maintain management Covid- programmes cloud-based energy Conducted commercial deep-dives in high- an efficient business are: Commercial Compliance post Global HR management • • • • value units to identify profit opportunities. Gross margin optimisation deep-dives in major Covid- information system systems • Simplified HR administrative tasks through Supply chain and procurement locations Distribution levers rollout Equipment • • • • the launch of SuccessFactor in six countries. Labour productivity Improving product review Workforce replacement • • • Started the global rollout of our Automated Overhead efficiencies availability Franchise spend Management Zero-based • • • • Energy Meter Readers (AMRs). Lower food waste Make or Buy Robotic waiters budgeting • • • Implemented Project Phoenix to optimise In , we relaunched our value creation plan, Specification review • • menus and processes in the top-selling units which supports the delivery of strong profit in North America. conversion and underpins our ability to leverage scale and drive operational margin improvements. including optimising digital screens, adding signage with some brand partners to move selected Throughout , we stepped up our approach to improve passenger flow and adding more products to our supply chain to drive efficiencies. Priorities for with a coordinated global programme and have seating. These actions resulted in sales upli, an Deliver value creation plan. progressed many efficiency initiatives across improved customer experience and an increased Supply chain and procurement • Optimise procurement. our business. average transaction value. Our ability to drive efficiencies across our • Utilise more technology and automation. operations has been even more important in the • Gross margin optimisation Other margin improvement initiatives included high inflationary environment. As supply chains This past year, we have carried out a broad-ranging recipe and menu engineering, improved beer reopen, our ability to competitively tender has Find out more about our KPIs on pages - programme of commercial and category yields through enhanced training and product improved, and we continue to mitigate the impact and our associated risks on pages -. management reviews to maximise sales and waste management through our Too Good To Go of cost pressures by working with our suppliers. Read more in our Financial Review on pages -. profitability across the Group. In many cases, these partnership. We also continued to develop lower We have also continued to focus on waste were focused on our larger, higher-value locations carbon recipes and to make a greater use of reduction and re-engineering supply chain and aimed to deliver value through commercial seasonal products. This not only improved margins logistics, including forward-buying where possible, analysis, benchmarking and on-site observations. but also helped reduce our carbon emissions. price renegotiations, and working with suppliers Cross-functional teams conducted reviews in In Denmark, we started including premium items to deliver revenue-generating initiatives. France, Spain and the Nordics. In Stockholm to our breakfast and lunch menus as well as Central Station, we identified key opportunities ‘add-ons’, contributing to increasing the average at our Ritazza, Upper Crust and Burger King units, ticket value. In North America, we worked closely SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Our strategy Our value creation plan brings the wealth of Ding knowledge and expertise from across our business operational efficiencies continued to drive enhanced sales and profitability while ensuring we don’t compromise on the quality of our offer and our sustainability objectives. Sukh Tiwana Chief Procurement Officer Revitalising our efficiency programme continued Throughout , our Chief Procurement Officer, Strategy in action along with local procurement teams, continued to monitor the management and mitigation of Optimising our menus in North America our response to supply chain pressures to ensure cost inflation disruption was kept to a minimum. Labour productivity Taking learnings from Covid-, SSP America We launched our new global people system has optimised menus in its top bars and SuccessFactors in the UK, Ireland, Hungary, restaurants to deliver quality for our customers UAE, Canada and the USA. SuccessFactors and also drive sales and margins. gathers all our people data in one system, which enables colleagues to take control of their data Working in close collaboration with brand and line managers to manage their team’s partners, we redesigned our menus to optimise administrative tasks more efficiently. Real-time ingredients, included more sustainable options, information streamlines our recruitment and and changed recipes to drive margins and limit onboarding processes. waste. We also added templated processes and introduced a standardised approach to menu Overhead efficiencies development, adapted to the size of the unit. To reduce energy consumption, we started Examples of other initiatives include the the rollout of Automated Meter Readers to development of premiumised menus, ingredient our units worldwide. The AMRs present three cross-utilisation, innovative items including opportunities: they help minimise our carbon plant-based alternatives and substituting items emissions, aligned with our net-zero ambition; according to changes in cost price. they drive significant consumption efficiencies; and they enable energy savings. The AMRs These changes have resulted in an increase provide half-hourly energy readings, and UK in like-for-like sales and profit margins. trials have showed an average -. reduction in energy consumption and associated costs We are embedding our data-driven menu where AMRs have been introduced. optimisation and pricing reviews into core routines. They are informed by customer and client insights, balancing our commercial and customer objectives. SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Our journey to net zero reduction in Scope and GHG reduction in total GHG intensity emissions from our base year (kg COe per m revenue) from Ruc our climate impact Science-based targets Breakdown of Group GHG emissions for base year In , the Science Based Targets initiative (SBTi) verified our targets to reach net-zero greenhouse gas emissions (GHG) across our value chain by Scope & Scope Scope Scope , from a base year. This includes: Purchased goods Capital Other Our near-term target to reduce absolute • and services goods Scope and GHG emissions by from a base year; and reduce absolute Scope GHG emissions from purchased goods and services and capital goods by within the same timeframe. Our long-term target to reduce absolute Breakdown of emissions for purchased goods and services • Scopes , and GHG emissions by by , from a base year. Meat and seafood Pre-packed food SBTi-approved targets are those that meet Dairy the Science Based Targets initiative Net-Zero Total Standard, which ensures the targets are credible, Fruit and veg transparent and consistent. c..million Alcohol tonnes COe Scope , and GHG emissions explained Bakery Scope relates to direct emissions from fuel • Beverages burnt on-site (e.g. natural gas), refrigerant All other gases and company vehicles. Scope relates to indirect emissions from Tonnes of CO e , , , • the generation of purchased energy. Scope relates to all indirect emissions – • not included in Scope – that occur across the value chain, including both upstream supply chain and downstream end use. * Scope other is comprised of: fuel and energy-related activities (), upstream transportation and distribution (.), waste generated in operations (.), business travel (.), employee commuting (.), end of life treatment of sold products (.), downstream leased assets (.), franchises (.) and investments (.). See also Task Force on Climate-related Financial Disclosures (TCFD), including detailed breakdowns of our GHG data, on pages -. SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Our journey to net zero Ruc our climate impact continued Reducing emissions A recipe for net zero exclusionary language, like ‘meat-free’, to positive In the UK, we conducted a supplier engagement In , absolute GHG emissions for Scopes The vast majority of our footprint relates to the descriptors focusing on the flavours and exercise for our highest-impact products, and reduced by , while Scope emissions food, drinks and products we purchase for resale. ingredients, can make a big difference. including meat, fish, dairy and alcohol, to increased by , compared our base year, Meat, fish, pre-packed food and dairy represent understand their approach to measuring and driven by business growth. the greatest proportion of our carbon footprint Our ‘People & Planet Menu Framework’ guides reducing GHG emissions. We are using these in this category. Reducing these emissions is our approach, offering practical guidelines for insights to inform the development of our Across all three scopes, absolute emissions are challenging ; yet, we are encouraged by a growing sourcing, recipe development, cooking methods, net-zero sourcing strategy. relatively flat compared to , while intensity body of research highlighting the opportunities menu design and encouraging customers towards across all scopes (kg of COe per m revenue) in shiing to more sustainable diets. healthier, more sustainable choices. We also regularly engage with our suppliers decreased by from . We believe this to source sustainable product alternatives. demonstrates the progress we are making in Research shows this does not mean everyone In addition, we have partnered with Klimato, a Following a successful trial in the UK in , puing the right measures in place to ensure that, must become vegan, but rather advocates for leading provider for calculating the carbon footprint this year we began the rollout of lower-impact as our business grows, we are doing so efficiently a more flexible, plant-rich diet with lots of fruits, of recipes using a comprehensive database of cleaning products in additional key markets. and controlling absolute emissions increases in vegetables, legumes and wholegrains, some country-specific, peer-reviewed life cycle analysis These use natural plant-based ingredients, line with growth projections set out in our meat, dairy and lower-footprint seafood, with data. In , we began piloting Klimato in the are biodegradable and Cradle to Cradle net-zero roadmap. limited amounts of foods high in fat, salt and UK and the United Arab Emirates to evaluate (CC) Gold Certified. Now implemented across sugar. As well as helping to deliver on climate and the COe impact of our recipes and identify markets, we estimate this transition will In , of our total energy use was from nature goals, transitioning to sustainable diets areas where we can reduce emissions or develop reduce GHG emissions by c. or c. tonnes verified renewable sources. We are also investing can also benefit people’s health. alternatives, while maintaining customer appeal. of COe over the next months, compared across our business to increase energy efficiency to our traditional cleaning products. with our global rollout of Automated Meter Guided by this research and drawing upon our In , we plan to extend Klimato recipe Readers, as detailed on page . Several of our culinary expertise, our focus is on creating great assessments to additional markets and conduct We seek to work with suppliers with strong markets are also undertaking major equipment tasting, healthier and more sustainable dishes trials of carbon labelling on menus at key sites sustainability credentials, and many of our upgrades to more energy efficient models. that benefit both people and the planet. This to evaluate the impact on customer behaviour. restaurants globally feature locally-sourced Not only will these equipment upgrades help includes increasing our range of plant-based products and supplier partnerships. A great to reduce our energy use and Scope emissions, offerings, a shi towards lower-impact Sustainable sourcing example of this is our new partnership with Toast they will also contribute to reducing embodied alternatives such as chicken instead of beef, Sourcing sustainable ingredients and working Brewing in the UK – a local cra beer brewed carbon relating to Scope capital goods. and developing more plant-forward dishes closely with our suppliers is crucial for Scope sustainably with surplus bread. By reducing food with a reduced proportion of meat or fish. GHG emissions reductions. waste, they use less land, water and energy, and In , we worked with a specialist consultancy avoid carbon emissions. Toast is also a Certified to develop new Sustainable Build Standards for the We are also exploring ways to make lower-carbon In , we held a Scope training workshop at B-Corp, and all their profits go to charity. design and construction of our units. These focus dishes more appealing to our customers. For our purchasing leaders conference, aended by on minimising embodied and operational carbon example, research has shown that the way a dish purchasing directors for all our global businesses. and incorporating circular economy principles. is described on a menu can have a strong influence This focused on upskilling them in sustainable See pages - of our Sustainability Report for comprehensive details of our net-zero strategy We plan to pilot the standards in . on customer decision-making. Moving away from supplier selection. and -point transition plan. SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Link to our strategy: Key performance indicators Pivoting to high growth markets Enhancing business capabilities; driving competitive advantage Delivering operational efficiencies Financial KPIs (see page - for reconciliations to IFRS measures) Revenue (actual currency: m) Net gains (constant currency: ) Underlying operating profit margin (actual currency: ) +.,. . . + ,. . . -.. . -. -. ,. . -. +. ,. . . Definition Comment Definition Comment Definition Comment Revenue represents amounts Total revenue increased by Net gains represents the revenue Net gains improved to . due Underlying operating profit margin Underlying operating profit for catering and retail goods to ,m driven by the further in outlets open for less than to the mobilisation of new units in represents underlying operating margin improved to ., driven and services sold to customers growth in passenger numbers, price months. Prior period revenues the year, notably in North America profit on a pre-IFRS basis as by operating leverage (reflecting excluding value added tax and increases and net contract gains. for closed outlets are excluded and APAC. a percentage of revenue. the further recovery in passenger similar items. from like-for-like sales and number) as well as our extensive Link to our strategy classified as contract losses. Link to our strategy efficiency programme. Link to our strategy Like-for-like revenue (constant currency: ) Underlying operating profit/(loss) (actual currency: m) Free cash flow (actual currency: m) +. . -. +. . . -. -. -. -. -. -. +. . . Definition Comment Definition Comment Definition Comment Like-for-like revenue represents Like-for-like revenue growth was Underlying operating profit/(loss) Underlying operating profit on Free cash flow represents net cash Free cash outflow was m, revenues generated in an equivalent , primarily driven by growth on a pre-IFRS basis represents a pre-IFRS basis was ., flow from operations aer capital compared to the prior year free period in each financial year for in passenger numbers in the revenue less operating costs, which an increase of over the prior expenditure, tax and net cash flow cash inflow of m. This change outlets open for at least months. air sector. excludes several items. They are not year at actual exchange rates. to and from non-controlling reflected higher levels of capital We’ve not included units temporarily considered reflective of the normal Reported operating profit was interests and associates. expenditure and working capital closed because of Covid- for Link to our strategy trading performance of the business, .m (: .m). outflows, as well as acquisitions. this calculation. and are considered exceptional because of their size, nature or Link to our strategy Link to our strategy incidence. Refer to note for further details of non-underlying items. SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Key performance indicators Link to our strategy: Pivoting to high growth markets Enhancing business capabilities; driving competitive advantage Delivering operational efficiencies Financial KPIs continued Non-financial KPIs Leverage Colleague engagement score (out of ) Customer feedback score (out of ) . ./. (c.) . . . . -. . . -. n/a . . n/a . Definition Comment Definition colleagues and managers, and their Definition The score encompasses data Leverage represents the ratio Leverage fell to .x just below our Gallup Q engagement index score. sense of purpose at work. This is the We use an external provider, from the countries Reputation of underlying pre-IFRS EBITDA previously disclosed target range first year we are using the Gallup Reputation, to measure feedback is currently live in. to pre-IFRS net debt at the of between .x and .x. Comment methodology. Previous years’ on a consistent basis across end of the year. The Gallup Q is a widely used results were based on of positive the business. Comment Link to our strategy employee engagement survey responses. In , we achieved We achieved the score of ./, our consisting of questions designed a score of ./. (c.). Our Reputation score is calculated highest score in the last five years. to assess various aspects of an based upon online reviews including employee’s workplace experience, Link to our strategy Google and Tripadvisor ratings. Link to our strategy such as their level of job satisfaction, the quality of relationships with Underlying pre-IFRS earnings per share (EPS) (p/share) Womeninseniorleadershiproles()ScopeandGHGemissions(tonnesofCOe) . , -. , -. , -. , . , baseline Definition Comment Definition Comment Definition Compared to , absolute Underlying pre-IFRS earnings Underlying pre-IFRS EPS Group Executive Commiee and In , of our senior Absolute Scope and (market- emissions decreased by . per share is calculated by dividing increased to .p per share as their direct reports (including CEO leadership roles were held based) tonnes of carbon dioxide In addition, of our total the result for the year aributable a result of the strong recovery and Deputy Group CEO and CFO by women. equivalent (COe). Scope data for energy use in was from to ordinary shareholders, adjusted in profitability during the year. and their direct reports). In , and is location-based. renewable sources. for non-underlying items, by the we commied to achieving a target Link to our strategy weighted average number of Link to our strategy of of our Group Executive Comment Link to our strategy ordinary shares outstanding Commiee and their direct In , we achieved a during the year. reports being women by . reduction, from our base year. You can find our progress against our diversity targets on page . You can find our detailed GHG reporting table, including Scope and breakdowns, Scope and energy use, and intensity ratios on page . SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Our efforts to continually fine-tune our Regional reviews operations and commercial programmes as well as build an engaged workforce have allowed us to pursue a nuanced N Aca business development strategy. It is designed to sustain high-performance growth while staying true to our underlying principles and deliver an extraordinary passenger experience. Michael Svagdis CEO America Regional highlights m m revenue operating profit m c. underlying operating profit units c., c. colleagues locations SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Regional reviews Share of global SSP revenue N Aca North Market overview and context America North America is a large and fast-growing food and beverage market, driven by passenger growth and increasing demand for larger food and beverage spaces in airports. We are present in the air channel in North America, a large structurally growing market where we see great opportunity for growth and returns. Over the five years leading up to Covid-, we grew at a compound annual growth rate of in the region. North America remains an aractive growth market, given its size and our track record of organic growth. We have a presence in of the top airports in North America, having expanded Air/rail mix into four new airports in with our recent Air acquisition of the concessions business of Midfield Rail Concession Enterprises, Inc. We have also proven Other our expertise in partnering with well-known brands to give passengers a ‘taste of place’ in the airport locations we serve. Expanding our presence in Canada Performance at Calgary Airport Revenue during the year of .m increased by . compared to the prior year, and . In , we won a -year agreement at We will open four airside spaces and one landside versus levels (both at actual exchange rates). Calgary Airport to operate five units at the space, with a majority of our own brands including The performance included a significant fourth busiest airport in Canada. Calgary Airport our Mexican concept Mi Casa, Stack & Press, contribution from net contract gains, as we Authority continues to transform Calgary and a local coffee brand Monument and Wander, continue to grow our business in conjunction with International Airport into a modern airport, featuring local chef Nicole Gomez. our joint venture partners. During the first half, the offering passengers an improved experience. sales recovery in North America remained strong, Key brands Recognising Calgary Airport Authority’s respect running . above levels and . ahead Calgary Airport is a new airport for our North for the region’s indigenous communities, and of , reflecting the ongoing recovery in American business. Its domestic passenger levels specifically, the Authority’s acknowledgment domestic leisure and business travel, in addition to are expected to increase in , with new of the Treaty territory of the Blackfoot the contribution from the new openings. During the additional weekly flights to the capital Oawa confederacy, we have embraced the inclusion second half, sales increased by . compared added during peak travel periods. of indigenous foods within our overall catering to and . versus , including a sales strategy and will work with an indigenous chef benefit from the acquisition of the Midfield to develop the catering menus. Concession business, with the transfer of six of the seven airports completed in June. Find out more about financial performance in the Financial Review pages -. Based on top airports as at . SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements We’ve been growing our business with Regional reviews important new gains in Spain, Germany and France, we entered Iceland for the first time and we will begin to operate in C n Eu r ope Italy by the end of . We significantly expanded our partnership with Pret A Manger in Switzerland and have plans to develop it in several markets. This year was also crucial to widening our convenience offering to deliver superb fresh food travel essentials, winning contracts with Point in Switzerland and Spain. Jeremy Fennell CEO Continental Europe Regional highlights ,m m revenue operating profit m c., underlying operating profit units c., c. colleagues locations SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Regional reviews Share of global SSP revenue Cn Eur ope Continental Market overview and context Europe Continental Europe is a significant market for SSP, accounting for of our global revenue. We have a strong presence in many of the European markets where we operate, with leading positions in Spain, France, Belgium, Luxembourg, Germany, Austria, Switzerland, Denmark, Sweden, Finland and Norway. In , we entered two new European markets and opened at Reykjavik Airport and Rome’s Termini Station. Across Continental Europe, we operate in air and rail, with of our business in the former and in the laer. We have a share in the air market and share in the rail market, Air/rail mix with strong potential to grow. Air Rail Performance Other Revenue in Continental Europe of ,.m represented an increase of . compared to and . versus levels (both at actual exchange rates). Growing our footprint in Europe in Iceland and Italy Most markets in Continental Europe recovered strongly in the first six months of the year, running Through two significant contract wins in Iceland In Iceland, we secured a contract to open two . above levels across this period (. and Italy, we are growing our presence in Europe new units at Keflavik International Airport in ahead of ), helped by the extended European in new markets. Reykjavik, which began operating in spring . summer holiday season which stretched into the Sense of place was a vital criterion for our client autumn, most notably in Spain, and was in spite In Italy, we won a contract to operate four units Isavia in awarding this tender, and these two new of industrial action in February and March which at Rome Termini Station: LEON, Yo! Sushi, EXKi restaurants showcase the best of Iceland and impacted several countries, notably France. Key brands and Granaio. The three international brands modern Icelandic dining experiences. will provide a choice of fast, healthy food to During the second half of the year, sales travellers while the Italian casual dining concept Restaurant Jómfrúin is a favourite among both strengthened further to . above levels Granaio will serve classic Italian dishes with locals and tourists, having opened years ago (. above ), driven by strong air passenger premium seating options. We have a strong track in the heart of Reykjavik to offer guests Danish numbers over the late spring and summer and record in bringing international brands to travel food the Icelandic way. We also developed the despite the impact of protests and travel disruption locations. We have worked closely with our brand bespoke concept Elda, drawing inspiration from in France, as well as more challenging comparatives partners to localise their offer and ensure they Icelandic landscapes and nature. Both units from . We also made the decision to exit our meet the Italian customer needs. The opening reflect SSP and Keflavik International Airport’s motorway services business in Germany. also marks Leon’s brand debut in Italy. The units sustainability commitments, with locally- will start operating from December . sourced ingredients. Find out more about financial performance in the Financial Review pages -. As at . SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements During my first year as CEO of SSP UK Regional reviews & Ireland, we have focused on reseing our business. A key priority has been refreshing and upgrading our outlets, UK & Il and we have made good progress in that regard. New business wins have been significant with over new units opened with a mix of existing and new own brands and new franchises in both rail and air and we have a strong pipeline going into the new year. Overall, was a solid year of organic and new space growth delivered by a great team of passionate and commied colleagues. Kari Daniels CEO UK & Ireland Regional highlights m m revenue operating profit m c. underlying operating profit units c., c. colleagues locations SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Regional reviews Share of global SSP revenue UK & Il UK and Market overview and context Ireland SSP is the biggest food and beverage provider in travel locations in the UK and Ireland. Just over of our business comes from the rail channel, with the remainder from air and other locations. The UK market is highly fragmented and competitive, with high street brands operating in travel locations. Leading up to Covid-, it experienced sustained growth, driven by several factors across rail and air, including investment in railways and infrastructure and investment in airports leading to longer dwell times, resulting in more passengers wanting to eat and drink pre-flight. In , the return of strong air volumes Air/rail mix has contributed to the travel recovery in the Air region. While these growth trends continue, the Rail sector has faced challenging conditions, including Other railway industrial action leading to train service cancellations, and inflationary pressures on costs. Performance Developing our brand portfolio Revenue in the UK and Ireland of .m at Gatwick Airport represented an increase of . compared to and a recovery to . of levels From two brands in to six in , we have BrewDog is an independent Scoish cra brewer (both at actual exchange rates). significantly developed our presence at London with international appeal. We have won one unit Gatwick Airport over the past year. We have at London Gatwick Airport, which opened in During the first half of the year, sales recovered used customer and client insights to constantly December . In July, we also opened the first to . of levels (. ahead of ), adapt and improve our portfolio at the airport. airport restaurant with London-based brunch reflecting an ongoing recovery in both leisure and The new concepts and brands align with customer brand The Breakfast Club at London Gatwick commuter travel, despite the impact of regular Key brands expectations and our wider strategy, with a Airport. The feedback from customers has been strike action impacting the rail business. focus on sustainability, people and technology. very encouraging, with reviews pointing out the welcoming atmosphere of the unit, excellent In the second half, underlying UK trading in both We are experts at identifying brands that service and quality of food. the air and rail channels continued to strengthen, customers love and working in partnership with with revenues averaging . of levels those brands to ‘travelise’ them, making them To complement our existing offer at London (. above ), despite the rail sector relevant for the travel environment. This year, Gatwick Airport, we also won a space to operate continuing to be impacted by ongoing we announced two exciting new partnerships a new Starbucks in the North Terminal. industrial action. in the UK: BrewDog and The Breakfast Club. These new wins build on our existing offer at the airport, following the successful opening Find out more about financial performance in the Financial Review pages -. of Juniper & Co and Tortilla in . SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements The teams have done an outstanding Regional reviews job mobilising new units this year. In Malaysia, we jumped from one to units open in months. We also significantly progressed our people agenda, with a Aa Pacific strong focus on DE&I. Jonathan Robinson CEO Asia Pacific E t n Eu r ope The strong recovery in passenger levels coupled with the phenomenal work of our teams to mobilise our units mean we were able to deliver a strong performance, & Midd Et scaling up on our lounge expertise and continuing to develop our joint venture partnership, TFS, in India. Mark Angela CEO Eastern Europe & Middle East and India Regional highlights m m revenue operating profit m c. underlying operating profit units c., c. colleagues locations SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Regional reviews Share of global SSP revenue APAC & EEME APAC & Market overview and context EEME Our APAC and EEME region includes Eastern Europe, Middle East, India, South East Asia and Australia. Our first entry in the Asian market was in , and we are now present in eight markets across Asia Pacific. Additionally, we operate in eight markets in Eastern European and the Middle East. This region is predominantly focused on the air channel, with a presence in airports. In India, we operate a joint venture partnership, Travel Food Services, where we are mainly operating in the air channel, with a smaller presence in rail stations and MSA. We also have a successful lounge business and during , we made significant progress Air/rail mix expanding our lounges operations with eight Air lounges in India and Malaysia. We see significant Rail scope to grow further business in these markets. Other Performance Revenue of .m represented an increase at actual exchange rates of . compared to Expanding our operations in India (. on a constant currency basis) and . versus levels (. on a constant currency basis). Revenues continued to recover Bengaluru’s (previously Bangalore) For example, Bombay Brasserie, an all-day rapidly throughout H, including an exceptional Kempegowda International Airport (BLR) modern Indian bar and eatery, showcasing the performance in our business in India where sales welcomed over million passengers in , best of India’s unique ingredients and Gully more than doubled year-on-year. Australia, reaching million by June . The airport’s Kitchen which blends Indian flavours with Thailand and the Middle East also performed terminal (BLR T) started operating in . gourmet finesse. The menu offers a fusion of particularly well. First half sales for the APAC traditional and gourmet dishes in an ambience and EEME region grew by . compared to Key brands The terminal was designed and built on four inspired by Indian spices and a commitment the equivalent period in (at actual exchange pillars: Terminal in a Garden, Sustainability, to sustainable ingredient sourcing. rates). Compared to , sales improved by Technology, Art and Culture. . at actual exchange rates (. on a Eight outlets including James Martin Kitchen, constant currency basis), as we saw further Travel Food Services, our joint venture CBTL, Gully Kitchen, and Bombay Brasserie are improvements in passenger numbers across the partnership business in India run in partnership already operational. These units will collectively APAC region, as well as strong performances in with K Hospitality, was awarded the concession employ around colleagues. India and Egypt. In addition, the region continued to operate ten F&B outlets in BLRT. As part of to benefit from significant net gains as we this, we have introduced renowned international We also won a new unit in BLR T where continued to roll out the new business pipeline, brands such as Brioche Dorée and Jamie Oliver’s we will be opening a new Choco-Bay as part with strong contributions from new openings Pizzeria in airport spaces for the first time in of a three-year agreement. in Malaysia, Australia, Thailand, Bahrain and India. India. We have also opened some local concepts. Find out more about financial performance in the Financial Review pages -. SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Act as appropriate, with the principles Stakeholder engagement Our key stakeholders Section statement underpinning the Board’s general approach As a global business with operations in A key element of the Board’s consideration and Section statement to decision-making. countries, SSP has diverse stakeholders. We of s maers is the need to balance oen define our stakeholders as those whom we affect competing interests among our stakeholder Each Director of the Board confirms that, during and those who affect us and categorised them groups. Our engagement activity allows us the year, they have acted in the way they consider, into nine stakeholder groups, as summarised to beer understand those competing priorities in good faith, would be most likely to promote on the next page. and to assess the best course of action to ensure the success of the Company for the benefit of the delivery of long-term value creation. its members as a whole, and in doing so, has had Each year, the Board undertakes a detailed review regard (among other maers) to: the s maers of our stakeholders and the effectiveness of our In performing their duties during our financial set out below. engagement mechanisms. This year’s review year , the Directors have had regard to the noted that we have a well-established programme maers set out in Section of the Companies of stakeholder engagement, we are making good Listening to our stakeholders helps us beer progress on beer understanding their views and The likely Understanding our market Our journey to net zero • • understand their views and concerns and enables that we are incorporating those views into our consequences – pages - – pages - us to respond to them appropriately. It gives us decision-making. of any decision Our business model – pages - Dividend Policy – page • • valuable inputs into, and feedback on, our strategic in the long term. Our strategy – pages - Our Sustainability Report • • approach, and helps ensure we take stakeholder As well as discussions at Board level, the Group Board activities – pages - • views into account in our decision-making. Executive Commiee regularly discusses and The interests Our business model – pages - Diversity, equity and inclusion • • considers stakeholder views, and has mechanisms of the Company’s Our strategy – pages - – pages - and We aim to maintain proactive, open and two-way • for identifying and addressing key issues. employees. Stakeholder engagement: Succession planning dialogue with stakeholders to meet evolving • • Colleagues – page – pages - expectations as a multinational business and In , we undertook an in-depth materiality A message from our ENED Speak-up – pages - to create shared value for our business and • • assessment conducted by a specialist third party – pages - Our Sustainability Report our stakeholders. • to identify the most material issues raised by Board activities – pages - • our stakeholders and in , we implemented Culture – pages - We engage our stakeholders at local, regional and • key recommendations identified in this review, global levels. Our Board has an ongoing programme The need to foster Our business model – pages - Modern slavery – pages and including: • • of direct engagement with key stakeholders, the Company’s Our strategy – pages - Payment practices – page Increasing the Chair’s interaction with major • • • including visits to our international operations business Stakeholder engagement Our Sustainability Report shareholders to understand their views • • and activities carried out by our designated relationships with – pages - and - on governance and performance against Non-Executive Director for workforce suppliers, customers Board activities – pages - the strategy. • engagement (ENED), Judy Vezmar. In , our and others. Introducing a requirement for all papers that • direct engagement increased significantly across go to our Board, Board Commiees and Group The impact of Our strategy – pages - • our stakeholders, resulting in richer insights into Executive Commiee to include a briefing note the Company’s Stakeholder engagement: • what maers to them. detailing the stakeholder groups the agenda operations on the Colleagues – page item relates to and how they are impacted. community and the Our Sustainability Report • This helps to ensure stakeholder considerations environment. Board activities – pages - • Find details of our Board engagement and are taken into account in our decision-making. ENED engagement on pages - and -. The desirability Understanding our market Risk management – pages - • • This briefing note also requires a consideration of the Company – pages - Compliance and internal controls • of s maers. maintaining a Our strategy – pages - – page • reputation for high Non-financial and sustainability Our Sustainability Report • • standards of statement – page business conduct. Board activities – pages - • The need to act Our strategy – pages - Board activities – pages - • • fairly as between Stakeholder engagement • members of the – pages - and -, Company. Annual General Meeting (AGM) • SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Stakeholder engagement and Section statement Our stakeholder groups at a glance Customers Colleagues Investors and lenders This year we reviewed our key stakeholder groups, and while they remain broadly the same as in our Annual Report, we have included an additional Why we engage Why we engage Why we engage stakeholder group for joint venture partners. Understanding customer needs and trends As a service provider, we are a people business We need to understand the needs of those enables us to provide the food and beverage and our colleagues are crucial to our success. who invest in and lend to SSP to maintain We have deep relationships with a number choices they want. their confidence. of long-standing joint venture partners and are Value created developing trusted relationships with our newer Value created A great place to work where everyone can fulfil Value created partners. As we look to grow our business in North High-quality products and brands, with a wide their potential, with an inclusive, engaging and Opportunity to generate aractive returns America and Asia Pacific, we recognise that the range of food and beverage choices that meet values-based culture. on investment and sustainable long-term interests of this stakeholder group will become diverse preferences. profitable growth. ever more relevant. Find out more on page . Find out more on page . Find out more on page . Clients Joint venture (JV) partners Brand partners Why we engage Why we engage Why we engage Our business success is dependent on Good relationships with our JV partners We work with our partners to optimise the retaining and winning new space in our clients’ are key to growing our businesses, particularly brand offer for our clients and customers. travel locations. in markets where we do not currently operate. Value created Value created Value created The preferred partner for brands looking Delivering on mutual service and performance By helping them grow our joint business to operate in the travel sector. goals, and offering a high-quality customer through new opportunities. experience for travellers. Find out more on page . Find out more on page . Find out more on page . Suppliers Communities, Governments NGOs and society and regulators Why we engage Why we engage Why we engage Good relationships with our suppliers are We play an important role in communities We seek to be part of the debate that essential to ensuring an efficient and secure where we operate, which enables us to act shapes the regulatory environment in which supply chain. as a good corporate citizen. we operate. Value created Value created Value created Long-lasting and mutually beneficial Job opportunities, charitable support and Supporting local economies and contributing relationships across our supply chain. food donations, and sustainability initiatives. our expertise to areas of policy development. Find out more on page . Find out more on page . Find out more on page . SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Stakeholder engagement and Section statement We have extended our global customer Actions in listening platform, ‘Reputation’, from the UK Turning insights into action Having conducted our Food Travel Insights to countries. We can gather real-time customer Survey, we have used the insights to strengthen feedback and respond swily. Through a new our ability to optimise brands and enhance our Customers partnership with an industry-leading provider, food and beverage propositions. we have gained access to global monitoring of food and beverage trends and innovations. Understanding customer needs and trends We have appointed Customer Ambassadors for enables us to provide the food and beverage each region to embed our insights and apply them In , we also conducted a comprehensive choices they want. Their views also help us across our business decision-making processes. Global Digital Survey to get a deeper ensure our teams are delivering the quality We are using the insights as a starting point understanding of evolving customer aitudes and service they expect. across key workstreams, including developing and behaviours, helping to enhance our seamless new concepts and products, as well as sharing customer experience. with clients our data-led approach for portfolio Business engagement management. Going forward, the insights will We engage and learn from our customers form a checklist integrated into the governance Board engagement in a variety of ways, including: process for decision-making by our Group The Board receives regular updates on customer customer surveys, focus groups and online Investment Commiee. Through our research, we have identified • insights from the Executive Directors and Group communities a range of customer types with different Executive Commiee. In , this included a online reviews and customer care lines priorities, behaviours and expectations. For • detailed review of the Food Travel Insights Survey Find out how we are enhancing our capabilities to provide direct feedback example, ‘Aspirational Foodies’ want to see results, and an in-depth ‘teach-in’ session to upskill to deliver a leading customer proposition on page . direct engagement and dialogue with choice and explore new options. They favour • the Board on the survey insights and how the customers by our colleagues. ‘local heroes’ and independent brands, and business is responding. issues such as sustainability and wellness Priorities for Our Food Travel Insights Survey included maer to them. ‘Mainstream Fans’ seek the The Board is also kept informed of sales Strengthen the integration of our insight • interviews with over , customers across comfort and reliability of recognisable menu performance, market insights and evolving trends. tools and enhance our ability to apply customer markets, and resulted in around three million items. Although they have less disposable This helps the Board understand our customers insights, ensuring they remain at the forefront data points. The research was carried out in income than some other customer segments, and track potential issues and opportunities. of decision-making. partnership with Saatchi Group’s Clear and they look for foods that the whole family will In addition, our Board Directors are able to Continue to embed customer insights and • provided an insightful view of customers’ enjoy and offer great value for money. experience the customer journey first hand during expertise across the business to inform and preferences. It identified what is important to our site and market visits, including food tastings and enhance our products, brands and customer customers when buying food and drinks in travel These insights are playing a crucial role in trialling new technology (for example the digital experience. seings, as well as how this differs by customer how we respond and meet customer needs. kiosks in The Mezz in Dublin Airport). segment, geography and channel. For example, in July , we opened The Mezz in Dublin Airport, which uses innovative digital kiosks to allow customers to order from four Material issues raised in different food and beverage brands in a single, Convenience, quality service and seamless • convenient place. It has a range of offers to cater digital solutions. for customers who want anything from exciting, Quality products and value for money. • new flavours from Thailand to those who seek Wellness, healthier food and dietary needs. • comfort in burgers or local Irish favourites. Sustainability and environmental concerns. • Products and brands that enhance the • customer experience. SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Stakeholder engagement and Section statement Board engagement Actions in Unifying colleague connections Our designated Non-Executive Director for The wealth of insights gathered through our workforce engagement (ENED), Judy Vezmar, colleague engagement channels directly influence directly engages with a diverse spectrum of our strategic decisions. They highlight the issues Colleagues colleagues around the business and provides that maer most to colleagues and where we feedback to the Board on this engagement to need to focus our aention. Listening and responding to feedback from our inform their decision-making. In , in addition colleagues helps us aract and retain diverse to joining works council meetings and regional Following the Colleague Engagement Survey, and talented people. Engaging with colleagues townhalls, Judy had six face-to-face listening we identified key areas for improvement and is an essential way to nurture our culture and sessions with over colleagues across three developed detailed action plans in collaboration ensure SSP is a great place to work for all. regions, which you can read about on page -. with our global senior leadership teams. Other Board members met colleagues during The Colleague Engagement Survey results were Business engagement site and market visits. In , this included cascaded to regional, country, site and team-level, Ensuring we have open engagement, where we Board visits to New York, Oslo, Mumbai, Delhi with listening sessions to encourage open can listen and learn from our colleagues and act and Dublin. Our Group CEO visited several of discussions. We want to create an environment on the insights they give us is crucial to the our markets and included a focus on the safety where everyone feels invested in working Feedback from our colleagues told us that we development of our culture and people strategy. culture in the businesses he visited. together to address areas for improvement needed to reduce the complexity of our different and celebrate success. internal engagement and communication tools Our annual Colleague Engagement Survey is our The Board receives regular safety reports and channels. We responded by integrating biggest listening exercise of the year, giving every and twice-yearly detailed updates on workforce We implemented several actions over the these tools and channels with chat, news and colleague across the business the chance to share engagement, including outcomes from the past year in response to our Colleague communities all accessed through one app their opinions about working for SSP and how we Colleague Engagement Survey. The People Engagement Survey, including: compatible with desktop, web or mobile devices. can improve. For our Colleague Engagement Strategy is presented annually and the Board successfully launching SuccessFactors, • Survey, we partnered for the first time with reviews a dashboard of workforce-related maers our new people platform, and Viva Engage, We launched an integrated new internal social survey providers, Gallup. Nearly , twice a year along with reports from our Speak-Up our global chat and community tool media platform ‘Viva Engage’ that enables colleagues () completed the survey. Gallup channels. Talent and succession planning and strengthening our Employer Value Proposition • our management colleagues to connect, measure engagement using the ‘Q index’ which Diversity, Equity and Inclusion discussions are also by developing a global careers website, which communicate and collaborate with each other is a score out of . We registered a score of .. held twice a year in the Nomination Commiee. is now live in six countries globally. The content and communities in the providing additional support for colleagues • platform are built by our colleagues, As well as our Colleague Engagement Survey, impacted by rising inflation empowering them to share stories and Find out about our ENED Engagement our other engagement channels include: developing our Talent and Mobility Strategies. • pictures, ask questions and showcase best on pages -. market and site visits by our Group Executive practice, and engage with one another, their • Commiee members to meet local colleagues teams and the wider global community. Find out more about how we’re supporting Group and regional town hall meetings and • Material issues raised in our colleagues on pages -. listening sessions Since launching the platform in May , Job opportunities, learning and development • meetings with works councils and trade unions we have seen strong adoption and engagement, • and mobility. independently-managed Speak-Up channels with more than , active users and nearly • Job security, remuneration and benefits. Priorities for • Global Inclusion Council and local communities established. • Diversity, equity and inclusion. Continue rolling out our global careers website • • colleague networks. Health, safety and wellbeing. for a consistent and simplified recruitment • Cost of living. experience for candidates. • Sustainability, environmental and social impacts. Continue to embed DE&I in our senior leader • • recruitment criteria. Introduce new development initiatives focusing • on high-potential leaders. SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Stakeholder engagement and Section statement Board engagement Actions in Giving our investors a Our Annual General Meeting gives the Board the At our preliminary results in December , opportunity to present to aending shareholders we reframed our investment case, which combines ‘taste’ of North America and answer their questions. our pre-Covid strengths with our strategic priorities, Investors and lenders as described on pages -. The delivery of our The Board, including our Chair and Remuneration equity story has been supported by increased We need to understand the needs of those Commiee Chair, is consulted on relevant issues engagement activity, which in turn supports our who invest in and lend to SSP to maintain their including our sustainability and remuneration existing strong shareholder base and showcases confidence and support. policies and contributes to feedback to proxy the business to new investors. agencies ahead of the AGM. Our Board also participates in investor meetings and We doubled our investor engagement aer Business engagement presentations, as required. For specific queries, interim results, compared to the previous year, We maintain open lines of communication with Board members join direct calls with investors. and hosted new investor roadshows in key USA investors and lenders, keeping them informed cities. We held our first dedicated investor ESG about our performance, strategy and governance. Our Board receives updates on shareholder event in April , aended by our Chair and This fosters strong relationships and enables us and lender activity from the relevant Directors c. investors and analysts. We also held an event to quickly respond to challenges and queries. and members of the Group Executive Commiee. in New York showcasing the growth and returns In June , we held an event in New York At every Board meeting, they review market potential in North America (see opposite). to showcase the opportunity for growth and Regular one-to-one and group calls, meetings commentary, shareholder analysis and the views returns in our North American business. The and presentations, are led by the Group CEO and of sell-side research analysts. The Board also Our lender engagement secured a new event was aended in-person by c. investors Deputy Group CEO & CFO. Investor roadshows receives both an annual market update and defence m Senior Facilities with a four-year term and analysts and received positive feedback. are conducted post-full and half year results. strategy analysis from our external brokers. to July plus optional further year extension Quarterly calls involving the Deputy Group CEO to July , and made changes to the banking The event opened with a ‘Taste of SSP’ dinner, & CFO and Director of Group Finance outline group, replacing three European banks with showcasing dishes from across SSP America. performance to lender groups. We also held Material issues raised in additional banks with a greater focus on North A panel with client representatives served events to provide analysts and investors with Trajectory and dynamics of the growth America. We also continued to work closely with • as a helpful introduction, covering topics more detailed information about parts of our of the travel industry. DBRS, who provides a private rating to our USPP and trends in American aviation. business, i.e. sustainability. Strategic direction. Noteholders, to ensure their assessment of us • Sources and uses of cash, including the reflects our continuing recovery from Covid. • The next day, the investors heard from our Our Group Head of Investor Relations re-instatement of the ordinary dividend, Group CEO and SSP America leadership team and Corporate Affairs Director engage with and balance sheet flexibility. about our strategy and investment case for shareholders in regular calls, emails and meetings. The impact of changing business mix Priorities for • North America. We also set out a longer-term Engagement with investor ESG analysts and on EPS progression. Proactive investor engagement; meeting • Group framework for performance beyond rating agencies by the Corporate Affairs Director Pace and geography of new business additions. existing and potential investors and showcasing • . This was followed by three interactive and Group Head of Sustainability underscores Inflationary cost pressures, retail price our strengths and opportunities to the • showcases to highlight the strength of our our sustainability commitments. increases and labour availability. investment community. economic model, covering kitchen automation, Changes in the competitive environment. Continue improving our performance in • • digital technology and menu engineering. Lender engagement is maintained by the Brands and customer proposition including key ESG investor ratings and benchmarks. • Corporate Finance Director through one-to-one digital technology. Continue closely engaging with lenders, • The event concluded with tours around our interactions, calls and emails with relationship Environmental, social and governance (ESG) particularly with respect to the optional • restaurants at John F. Kennedy International management and credit analyst teams. The focus considerations. extension we have, and to continue engaging Airport (JFKIA), where aendees had the in was the refinancing of our principal with DBRS to ensure our continuing recovery opportunity to see in person some of the banking facilities, secured aer a process involving is reflected in our private rating. concepts we had highlighted earlier in active dialogue with most of our banking lenders. the event. SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Stakeholder engagement and Section statement Board engagement Actions in Mobilising our Malaysian Board members met a number of our clients We continued to strengthen our client during site and market visits. In , this included relationships, responding to their feedback and business: collaborating to commercial partners from John F. Kennedy expectations with our strong brand portfolio, Clients deliver our joint objectives International Airport (USA), Oslo Airport and, customer proposition and operational performance. SAS (Norway), Mumbai and Delhi operators (India), Our momentum in business development, Our business success depends on retaining Dublin Airport Authority (Ireland)and AENA including our high success rates in retaining and and winning new space in our clients’ travel (Spain). These meetings provide an opportunity winning new contracts in is testament to locations. By understanding our clients’ to discuss our strategic priorities. the positive impact of these efforts. requirements, we can offer them tailored solutions that drive revenue and ensure The Board receives updates on client engagement Our Sustainability Strategy and targets directly we remain the operator of choice. from the Executive Directors and Group Executive respond to growing client expectations regarding Commiee (including through the regular CEO issues such as plastics, waste and sustainable update). It is also regularly informed of the pipeline packaging, energy efficiency and GHG emissions. Business engagement of business coming on stream, including any We take a partnership approach to addressing We have excellent, long-standing relationships renewals, new wins or losses and any client sustainability concerns with our clients. with many of our clients and have continual or country specific issues or opportunities. Since , SSP Asia Pacific has opened two-way engagement to develop, maintain and units in Malaysia across four airport terminals. In addition, tenders of a certain size are reserved Find out about our new business wins optimise our offer and performance in line with This was a huge undertaking, involving on pages -. their expectations. This includes both regular for Board approval. cross-functional collaboration and brand formal reviews and ongoing dialogue as part partner and client engagement for each unit and of our day-to-day business. We also engage In , the Board also received a teach-in on the lounge opening in order to review progress and Priorities for with clients through tenders for new business, Client Feedback Survey. make decisions to achieve our joint objectives. Continued focus on our client relationships, • contract negotiations and renewals. brand portfolio, customer insights and Coordinating all these activities under a single operational performance to drive high In , we worked with a specialist agency Material issues raised in banner of mobilisation and maintaining the buy retention rates and to secure profitable to conduct our global Client Feedback Survey. Product quality, offer and menu range. • in and support from Malaysia Airports Holdings new business. This provided a holistic view of our clients’ loyalty Quality of management team and staff. • Bhd (MAHB) was critical. Our business Continued delivery and progress against • and satisfaction with SSP, how we are performing Customer service, experience and satisfaction. • development team held weekly calls with our Sustainability Strategy and targets. relative to our competitors on key strategic Operational excellence, relationships and • MAHB to update on progress and to find priorities, and the issues that are most working in partnership. mitigating strategies for any challenges faced. important to our clients. Brand portfolio that delivers sustainable • Engagement from the MAHB client team to sales and financial returns. achieve the broader business objectives played We also continued to step up our proactive Product offer and customer experience • a crucial part in helping us successfully achieve approach to engaging with our clients on and satisfaction. our milestones. The MAHB team was sustainability issues in . For example, our Local presence, expertise and market • immensely supportive in understanding Group Head of Sustainability and Senior Group and customer insights. the challenges faced by the project team and Sustainability Manager met with key clients in Sustainability and innovation. • working with them to ensure they remained Abu Dhabi, Hong Kong, the Nordics, Singapore on track to achieve the agreed outcome. and the UK to discuss shared sustainability goals and opportunities for collaboration. Thanks to this partnership and joined up way of working, not a single unit was delayed due to any of the operational mobilisation activity. SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Stakeholder engagement and Section statement We also continue to develop smaller joint venture Board engagement partnerships through our participation in the Increasing opportunities for Our Board is kept informed of key developments Federal Aviation Administration’s Airport in JV partner relationships. For example, the Board minority-run joint venture Concession Disadvantage Business Enterprise is updated on the status of major new partners or Joint venture partners Program (ACDBE) in the USA (see the case study partners in the USA extensions of existing arrangements. They receive opposite for details). an overview of our partnerships through updates We work with our joint venture (JV) partners from the Chief Customer Officer and Chief A key feature of our joint venture partnership to develop businesses in regions where a Business Development and Strategy Officer. arrangements is how we approach working partnership is required, whether by regulation together: despite our lower equity stake, we treat or operating necessity. The Board met a number of our JV partners during our joint venture partnerships as wholly owned site visits in . This included JV partners in subsidiaries, including them in regular trading and New York and India. These more informal meetings finance calls, taking part in investment decisions Business engagement allow the Board to beer understand our partners’ and introducing controls and risk frameworks. In North America and the APAC and EEME drivers, risks and opportunities. markets, we frequently operate with joint venture partners whose aributes include local knowledge, Priorities for access to brands and concepts, and relationships Material issues raised in In the USA, we participate in the Airport Developing existing joint venture relationships. • with clients and government. These aributes Delivering brand standards, operational • Concession Disadvantage Business Enterprise Explore opportunities for new collaborations • enable us to run the day-to-day business excellence and a quality customer experience. (ACDBE) programme. This statutory programme (provided the business case supports this), operations more effectively as well as improving Winning new business and renewals. • is designed to increase opportunities for especially where such partnerships facilitate our ability to win new business. In equal measure, Customer safety/food safety. • minority and women-owned small businesses entry into a new market. our JV partners contribute to the capital costs Sustainability and environmental issues, • to operate as concessionaires in airports of expansion in addition to taking a share resource efficiency, including carbon, energy, around the country. of profitability. water and waste. Business ethics/corporate behaviour. • We have built enduring relationships with We communicate regularly with our JV partners Diversity, equity and inclusion. • more than ACDBE business partners, at Group and local levels to foster effective simultaneously contributing to our focus on partnerships. Locally, our Business Development building a diverse and inclusive culture. We teams regularly engage with joint venture partners Actions in meet quarterly with both our ACDBE partners The best partnerships aren’t to ensure the efficient running of our operations. We currently have joint venture partnerships and our airport clients to ensure alignment with in markets across North America, EEME, Asia dependent on a mere common our obligations. In addition, Michael Svagdis, Engagement with JV partners is a combination Pacific and Europe. This year, we entered into a CEO America, sits on the Board of the Airport goal but a shared path of equity, of informal discussion, formal board meetings new joint venture with Aeroports de Paris called Minority Advisory Council. and trading and business reviews, along with Extime to operate F&B units at Charles de Gaulle inclusiveness and a whole lot of collaboration to explore new business. and Orly airports. Heather Barry, Vice President of Strategic passion. The SSP America team Partnerships, SSP America, explains: In our USA business, for example, we meet We have also been working with existing partners are great partners for all these “Our joint venture partners are a meaningful quarterly with our JV partners, and they are also in a number of regions to grow our footprint, part of our operational framework and make reasons and more. invited to our yearly Passion Conference, where in particular in Asia Pacific. Our largest JV is our a lasting contribution to our collective success. we set out our joint priorities for the year. It offers Indian business, Travel Food Services (TFS), in Ellio Threa We are beer as a company because of the a great opportunity not only for us to network partnership with K Hospitality, and we have regular E&K Retail and an ACDBE joint venture partner ACDBE programme.” with our JV partners but for them to meet each engagement at all layers of the organisation. other as well. SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Stakeholder engagement and Section statement Additionally, we’ve supported key brand partners Board engagement with mapping their GHG emissions by providing Brewing up a new brand Our Board is kept informed of key developments data and information in relation to their in brand partner relationships. For example, it is partnership franchises with us. updated on the status of major new partners or Brand partners extensions of existing arrangements. It receives We have increased our focus on digital, working an overview of our partnerships through updates in close collaboration with our brand partners We work with our partners to optimise the from the Group CEO, Chief Customer Officer and to share best practice and implement innovative brand offer for our clients and customers and Chief Business Development and Strategy Officer. technologies to enhance the customer experience. to ensure alignment with quality, performance For example, in , we implemented and sustainability standards, while enabling The Board met a number of our brand partners AI-powered smart recommendation digital brands to be introduced to the travel sector. during site visits in , including in the USA and ordering kiosks for our Burger King units in DACH, Ireland. These more informal meetings allow the Spain and the UK. Board to beer understand our partners’ drivers, Business engagement risks and opportunities. We maintain close relationships with our brand Priorities for partners to ensure we are proposing the best Consistent operational delivery of brand • offer for customers while preserving our brand Material issues raised in In , we formed a partnership with standards. partners’ standards and identity. Delivering brand standards, operational • independent cra brewer, BrewDog, to bring Continued delivery of contract retention and • excellence and a quality customer experience. the brand to various travel locations in the new business for profitable brand partners. We communicate regularly with our brand partners Winning new business and renewals. • UK and Europe. Renewal of franchise agreements with • at Group and local levels to foster effective Customer safety/food safety. • profitable brand partners and securing new partnerships. Locally, our Business Development Sustainability and environmental issues, • Our first BrewDog locations opened relationships with tender winning brands. teams regularly engage with local hero brand resource efficiency, including carbon, energy, at Amsterdam’s Centraal railway station, partners, especially during the negotiation and water and waste. followed by a second opening at Gatwick extension of key brand agreements, making sure Business ethics/corporate behaviour. • Airport in December. contract terms are suited to the travel sector and that supply chains and product ranges are We have worked closely with the brand to fit for purpose. Our operations teams then Actions in customise the offer and make it relevant to maintain ongoing dialogue throughout the life We partnered with several new brands this year, the travelling customer, developing innovative of our partnership. such as The Breakfast Club in the UK and menus that are specially craed to reflect the NamNam in Singapore. We have also continued location. Alongside BrewDog’s headliner beers, From a Group perspective, our Brand Portfolio to expand our relationship with existing partners our units will also feature a selection from local team manages our relationships with brands such across new markets, including with Hard Rock cra brewers, supporting our commitment to as Starbucks and Burger King at an international Café and Subway in Malaysia, and acquiring the sustainable sourcing. level. This ensures our partners have a dedicated Pret A Manger franchise business and expansion point of contact that they can engage with rights in German-speaking Switzerland. James Wa, CEO of BrewDog said; “SSP regularly to discuss local contracts, upcoming completely gets our aspiration to bring fun to tenders and potential brand strategies. In , we continued work with our brand the airport, and has the operational expertise Engagement involves discussions around the partners on shared sustainability goals. For to deliver our brand in what can be a challenging brands’ sustainability credentials and available example, we developed a range of innovative, environment. We’re always looking to reach digital innovations. sustainable dishes with Gordon Ramsay in Hong new customers, and working with SSP gives Kong, and worked with Jamie Oliver’s Deli on us a great opportunity to bring BrewDog We also regularly review our partners’ evolving developing a range of lower carbon dishes to to travellers across the world.” brand requirements to ensure we are meeting support our shared net-zero ambitions. We are their policy requirements. also working with O’Leary’s to shi to a default vegetarian-first approach, championing the opportunity to encourage customers towards healthier and more sustainable choices. SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Stakeholder engagement and Section statement We provided training for our purchasing teams Board engagement on how to engage suppliers and incorporate the Sustainable supplier Our Board receives updates on suppliers from Supplier Code into contractual arrangements. the Executive Directors and Group Executive partnerships We also strengthened our due diligence Commiee (including as part of the regular CEO Suppliers processes to monitor compliance including update). This includes periodic updates on implementing a revised process for supplier risk procurement and capital expenditure from the assessments, self-assessments questionnaires Maintaining good relationships with our Chief Procurement Officer focusing on current and on-site audits. suppliers is essential to ensure an efficient opportunities and challenges, including the and secure supply chain and to understand impact of inflationary pressures. We continue to work to mitigate the impact customer trends. of inflationary pressures, working with suppliers Our Board is also kept informed of key changes to identify alternatives to ingredients impacted to supplier relationships, supply chain logistics by price increases. We’ve also continued to focus Business engagement and opportunities for value creation in the on waste reduction, re-engineering supply chain We keep an open, ongoing dialogue with our supply chain and signs off our modern slavery logistics, including forward-buying where suppliers through regular formal and informal compliance process. In , this included signing possible, price renegotiations, and working with meetings, calls and correspondence. This is off the new Supplier Code of Conduct and other suppliers to deliver revenue generating initiatives. reinforced during tenders and contract supplier-facing policies. We seek to work with suppliers that have negotiations which require dedicated strong sustainability credentials and where The Chief Procurement Officer, along with local engagement to establish contract terms we can take a partnership approach to raise procurement teams, monitors the management and conditions. Material issues raised in standards and drive sustainable practices and mitigation of our response to supply chain Pricing and inflationary pressures. • across our supply chains. pressures to ensure disruption is kept to Additionally, where needed, we carry out site visits Product quality and food safety. • a minimum. and quality and performance reviews. Many of our Logistics and supply chain disruption/product • For example, in the Philippines, we have a markets organise yearly supplier conferences, availability. long-standing partnership with a local farm for and suppliers oen have a presence at our Sustainable ingredients, sourcing • Find out more on our mitigation of supply chain supplying the pork for all our units at Mactan- leadership conference as well. and packaging. issues on pages -. Cebu International Airport. In , our Senior Animal welfare. • Sustainability Manager visited the supplier’s Our contracted suppliers are required to sign up Climate change/carbon emissions. • facilities to discuss their sustainability to our Supplier Code of Conduct or to demonstrate Human rights and labour practices. • Priorities for practices. The -hectare farm applies high their own equal or beer standards. We use the Continue to engage contracted suppliers • standards of animal husbandry and circular Supplier Ethical Data Exchange (SEDEX) as the to sign-up our Supplier Code of Conduct, economy principles by growing its own animal primary means for conducting supply chain Actions in with the aim of reaching by . feed. It has a state-of-the-art slaughterhouse due diligence. SEDEX is a platform for storing, In , we developed a new Supplier Code of Progress our engagement and collaboration • and meat plant certified as a Triple A facility analysing, sharing and reporting on ethical Conduct which consolidates the different policies with suppliers to support the delivery of our by the National Meat Inspection Service and supply chain practices. We also discuss the we previously expected our suppliers to sign-up to, sustainability goals and net-zero target. is certified by the Bureau of Animal Industry in outcomes of ethical trade audits with suppliers into one integrated document. It is more accessible Continue to manage our inflation targets • accordance with the Animal Welfare Act of . and monitor completed or corrective actions and easier to understand for our suppliers and and maximise product availability. for any issues identified. covers standards for human rights, product quality In the UK, we conducted an engagement and food safety, environmental sustainability, exercise with our suppliers for our highest- farm animal welfare and business integrity. impact products, including meat, fish, dairy and alcohol, to understand their approach in relation to measuring and reducing GHG emissions. We are now using these insights to inform the development and implementation of our net-zero sourcing strategy. SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Stakeholder engagement and Section statement Actions in Actions in We reviewed and updated our Community Many of our clients around the world are Engagement Policy to reflect our commitment government bodies and we continue to proactively for all SSP divisions globally to partner with food engage with them as part of client engagement Communities, Governments poverty charities and local charities by . By activities (see page ). NGOs and society the end of , we had charity partnerships and regulators in place across countries focused on alleviating We also participated in our clients’ governmental food poverty and other local causes. Examples programmes, where relevant. We play an important role in the communities include the food banks network in Canada, Action We seek to be part of the debate that shapes where we operate and where many of our Against Hunger in France and the One Heart the regulatory environment in which we operate. colleagues and customers are based. Engaging Foundation in Bahrain. We contribute our experience and expertise to Priorities for with and supporting them as well as NGOs on relevant areas of policy development and seek Continue to participate in, and support, • key societal issues is part of being a good to support national strategies and objectives government-led roundtables and programmes, corporate citizen. Find out more about how we’re supporting our where appropriate. where relevant. communities on pages - of our Ongoing monitoring of emerging regulation, Sustainability Report. • proposals and recommendations that could Business engagement Business engagement impact our business and the food sector We work in partnership with charities and Priorities for In line with regulatory requirements, we comply in general. NGOs around the world, supporting them through Continue our ongoing work with food poverty • with statutory reporting and data submission a combination of fundraising, volunteering, charities across our regions, including requirements, such as our gender pay gap report, cause-related marketing, financial and food establishing new partnerships where needed. payment reporting, modern slavery statement donations. As a food business, working to alleviate Continue engaging with key NGOs on issues • and regular safety reporting. Where relevant, food poverty for our local communities is central such as animal welfare to support us in meeting we also participate in consultations, submissions to our approach. our commitments and raising standards across and government reviews. our supply chain. Board engagement Board engagement Our Community Engagement Policy is reviewed Supporting food and Our Board receives updates from the General by the Board every two years, most recently Counsel and other specialists including external nutrition for all in India in April . Our Group CEO is responsible for advisors on government and regulatory activities. overseeing the implementation and management of this policy and keeping the Board advised on In , this included updated guidance on compliance. During the Board visit in India, the the upcoming regulatory changes to audit and Board was introduced to the various community Supporting local communities is deeply assurance requirements and sustainability initiatives run by TFS. embedded into the culture of our joint venture legislation. Furthermore, regular corporate partner business, Travel Food Services (TFS), governance updates are provided to the Board, in India. Through its charitable foundation, who also sign off on the Group Tax Strategy. Material issues raised in TFS works to deliver high-impact projects that Food poverty and food waste. are sustainable and scalable, under the vision • Healthy and sustainable diets. of ‘food and nutrition for all’. Material issues raised in • Community support and charitable giving. Business ethics and corporate behaviour. • • Animal welfare. Through its extensive projects and Food safety and allergens. • • Biodiversity loss and deforestation. partnerships, the Foundation supports over Labour market and skills shortages. • • , households in villages across India Healthy lifestyle and dietary needs. • focused on fighting malnutrition, particularly Climate-related risks and opportunities. • among women and children. Biodiversity loss and deforestation. • Plastics and sustainable packaging. • Tax risk management and reporting. • SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Task Force on Climate-related Financial Disclosures (TCFD) We recognise that climate change, and the Compliance Statement TCFD index transition to net zero, presents a fundamental For our disclosure in regards to Metrics and challenge to our business and wider stakeholders. Sustainability Targets (a), we acknowledge partial alignment. Annual Report Report So, providing consistent and reliable climate- While executive remuneration is linked to delivery TCFD recommendations reference reference Consistency related information is crucial. of our Sustainability Strategy, further aention Governance is required for linking directly to climate-related In accordance with the Listing Rule .. R, we a) Board oversight p & p- Consistent targets and performance. Further consideration have adopted the recommendations of the Task b) Management’s role p & p- Consistent of the other cross-industry, climate-related Force on Climate-related Financial Disclosures metric categories is also required, including the Strategy (TCFD) and updated our governance, strategy, amount or percentage of our assets, revenue or risk management, as well as metrics and targets a) Climate-related risks and opportunities p- p & - Consistent other business activities vulnerable or aligned to to strengthen our climate resilience. We have b) Impact on business, strategy p- n/a Consistent climate-related risks and opportunities, capital considered Section C Guidance for All Sectors, and financial planning deployed, and internal carbon pricing. and Section E of TCFD Annex entitled c) Strategy resilience p- n/a Consistent ‘Supplemental Guidance for Non-Financial Groups’ We are actively enhancing our data pertaining to in developing this disclosure, recognising that this Risk management each risk and opportunity to bolster confidence in is an iterative process. a) Risk identification and assessment p- & n/a Consistent the accuracy of our scenario analysis and facilitate processes - compliance. This process is dependent on delivery In , we dedicated substantial effort towards of internal data improvement programmes. b) Risk management processes p- & n/a Consistent enhancing our disclosure. We are commied to We anticipate full alignment in the forthcoming - routinely review how we identify and manage two reports. c) Integration into overall risk management p- & n/a Consistent climate-related risks, assuring that our disclosure - practices continue to advance each year. This is a regular maer for review and discussion at our Metrics and targets Audit Commiee, demonstrating the Board-level a) Climate-related metrics p-, & p- Partially consistent commitment to this important topic. - b) Scope , and GHG emissions p-, & p, - Consistent and related risks c) Climate-related targets and performance p, -, , p- Consistent - SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Task Force on Climate-related Financial Disclosures (TCFD) Governance As part of our process to embed climate-related Accountability for risk management, including The Board held a strategy day in July to We have a formalised sustainability governance risks and opportunities within our business, climate-related risks, sits with the Deputy Group review a consolidated version of the medium-term and management framework, including for strategic decision-making and financial planning, CEO and CFO. Key members of the Group plans for each region, and set business-wide, climate-related risks and opportunities. This climate-related considerations are discussed Executive Commiee act as leads for specific strategic priorities for the medium-term. framework and key responsibilities can be found and built into our strategy review, medium-term issues and are also accountable for delivery By focusing on these strategic priorities, we on page , with further details on pages - planning and budgeting processes, which are in their relevant functions or operating regions. are enhancing our strategic response to material of our Sustainability Report. approved by both management and the Board. The Board, Audit Commiee, Group Executive climate risks and opportunities. For example, with Commiee (chaired by the Group CEO), and the initiatives such as removal of single-use plastics, Board oversight Management Risk Commiee, chaired by the Deputy Group investments in energy efficiency programmes, Our Board has oversight of our climate-related In , we established a Climate Risk Steering CEO and CFO, receive regular updates on increased availability of plant-based substitutes, risks and opportunities and receives updates Commiee responsible for monitoring alignment sustainability and climate maers and can optimising digital solutions to improve the from management on our Sustainability Strategy, with TCFD recommendations, considering the challenge our progress on managing climate- efficiency of our equipment and procurement targets, metrics and performance at least twice impact of climate-related risks and opportunities related risk and broader sustainability targets. processes, and ensuring sustainability is integrated a year as part of their regular meeting schedule. and assessing broader sustainability-linked into our brand and customer propositions. The Board were closely involved in the regulation which may impact our business. Our Group Sustainability Steering Commiee, development of our Sustainability Strategy This Commiee comprises senior leadership chaired by the Group Head of Sustainability, meets As noted above, we have embedded and targets, approving them at the end of , from our Risk, Finance, Legal, Sustainability and monthly and comprises members of the functional climate-related risks and wider sustainability including our net-zero ambition. Procurement central functions, and is chaired by leadership teams, including from the Sustainability, considerations into our budget planning and the Group Head of Financial Reporting and Controls. Procurement, Commercial, People, Legal, Digital forecasts. This has included accounting for the In , the Board received three updates on our and Finance central functions. Each region has delivery of our sustainability targets, as well as for sustainability programme, including a deep dive Our response to climate-related risks and dedicated sustainability leads, and they meet potential price inflation of any products impacted review of the Group’s climate strategy and opportunities is driven through our Sustainability with the Group Sustainability team at least twice by shortages due to recent climate events. roadmap to net zero. The laer covered details Strategy (see pages , -) and through our a year to review performance and progress. of our targets, approved by the Science Based financial and business planning process. Targets initiative (SBTi) in , to reach net-zero The assessment, quantification and mitigation In April , as part of our business planning greenhouse gas emissions (GHG) across our value of climate-related risks and opportunities is process, all regional and country CFO and finance chain by , from a base year. embedded across business functions and directors were briefed on TCFD, including details operating regions, from Group to market-level. of scenario analysis modelling, and were asked to The Audit Commiee reviews the TCFD process consider how these risks and wider sustainability and dra disclosure and the Group Risk Register The Board is responsible for approving our commitments could impact their medium-term each year, including details of the risk impact, Sustainability Strategy and our Group CEO is planning. They were also asked to consider likelihood and mitigating actions for the Principal responsible for its delivery. Our Corporate Affairs opportunities related to sustainability, such Risk for sustainability outlined on page . Director and Group Head of Sustainability are as energy efficiency, digital optimisation and responsible for leading and coordinating the improved procurement processes, when building It is anticipated that this schedule will continue management and delivery of the strategy. value creation plans. in future years. SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Task Force on Climate-related Financial Disclosures (TCFD) Strategy and risk management The analysis drew upon internal and external We define our Principal Risks and opportunities Risk review In , we developed our Sustainability Strategy, data sources, such as carbon pricing projections, at a Group level, as the themes we look at are In , the Climate Risk Steering Commiee as detailed on page and covered in detail in our customer trends, potential future surcharges consistent across each geography. At a country reviewed our existing material risks and Sustainability Report. Sustainability forms on use of single-use plastics, business growth level, we delegate risk identification and opportunities, as well as the long list of risks and a critical part of our Group Strategy. forecasts and GHG emissions data across management to our regional teams. opportunities that were deemed not material in Scopes , and . For each risk and opportunity, . This was to assess whether the Steering Climate-related risks and opportunities we assessed the potential level of impact if the Each regional finance team has a risk manager Commiee thought any risks and opportunities In , we worked with an external consultancy risk or opportunity is realised and the likelihood or lead who is responsible for identifying local had become more or less material. Through this on a stand-alone project to identify and quantify of it occurring under each of the climate scenarios climate-related risks and opportunities and process, we considered the external context, our our climate-related risks and opportunities. and time horizons. building these into the countries’ medium-term internal mitigations and any financial or country- We reviewed our existing risk management plans, where there are anticipated or known level risk considerations raised through the methodology and strategic risks, and built-in Risk management and principal risks financial impacts. business planning process to understand where climate-related considerations in line with TCFD To ensure that material climate-related risks our existing risk and opportunity definitions may recommendations. and opportunities identified through this process This approach allows us to mitigate, transfer, need to change. We also considered whether we are considered within our wider risk management accept or control strategic risks, and to ensure needed to refine any of the internal data used This process involved identification of climate process, they have been integrated into our budgets account for any operational or country in our scenario modelling. As a result, we risks and opportunities and a prioritisation Principal Risks and are therefore subject to the level risks or opportunities that arise, through strengthened our scenario modelling where exercise to define which risks are most material same review and approval process for the rest of our existing business planning process. needed (see case study on page ), and to our business based upon potential impact to our risks. For example, Risk relating to reduced established plans for updating our material business, likelihood and velocity (see table on the availability of climate sensitive raw materials risks and scenario analysis model in . next page). These were ratified in consultation due to increased frequency of extreme weather Find out more on our Risk Management and Principal Risks on pages - and about the impact of our with SSP leadership teams, the Group Executive events and chronic risks, is considered as part As noted on page , these climate-related risks consideration of climate risks on our financial Commiee and the Risk and Audit Commiees, of our Principal Risk regarding supply chain statements on page . (both transition and physical) were considered and then full scenario analysis was conducted disruption (see page ). by the Audit Commiee in discharging its duties on those deemed most material. to sign-off the Company’s accounts. The material risks covered transition and physical risks that could have a significant impact on our operations, strategy and financial planning, and material opportunities that may positively contribute to our financial performance if they Climate scenarios: chosen to show the expected upper and lower range of climate impacts and associated physical and transition risks can be realised. Net-zero scenario Climate inaction scenario We commissioned analyses of each risk and opportunity against two potential climate Global warming is limited to below °C above pre-industrial levels Global temperatures rise by .-.°C, with no climate change mitigation. scenarios (as detailed opposite) to understand (ideally .°C). and quantify the potential financial impact across short (), medium () and long-term () Underpinned by a range of external scenario data, including: Underpinned by a range of external scenario data, including: time horizons. Most of our strategic response NGFS Net Zero scenario NGFS Current Policies Scenario • • to climate-risks and opportunities relates to RCP. and RCP. RCP. • • the delivery of our wider Sustainability Strategy, IEA Energy Technology Perspective Beyond °C Scenario IEA Energy Technology Perspective Reference Technology Scenario • • so we have aligned our TCFD time horizons with CCC UK th Carbon Budget • our key target dates and milestones, including for our net-zero roadmap. Greater transitional risks Greater physical risks SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Task Force on Climate-related Financial Disclosures (TCFD) Our material climate-related risks and opportunities Level of likelihood/impact Short term Medium term Long term Risk/opportunity Our strategic response: Scenario () () () Risk (transition): During , our targets to achieve net-zero greenhouse gas (GHG) emissions across our value chain .-°C H H H Increased energy and key (Scopes , and ) by , from a base year, were approved by the Science Based Target initiative (SBTi). .-.°C M M M raw materials costs, due to We updated our scenario analysis model to reflect the details of our transition plan to achieve our approved targets. introduction of carbon pricing or taxes in regions with our We asked country-level risk managers to identify, raise and budget for any instances where carbon taxes operations and supply chain. are being introduced. As part of their business planning process, we asked countries to identify opportunities to drive efficiency of our equipment and procurement processes, which will help to mitigate this risk. Risk (transition): We have a target to eliminate unnecessary single-use plastic and move of our own brand packaging .-°C L L M Risk of legislation which to be reusable, recyclable or compostable by . .-.°C L L L prevents the sale of single-use plastic products or products As part of our risk review process we identified this risk as practically mitigated. We believe there is a broader in plastic packaging. emerging risk in terms of packaging legislation, not just relating to single-use plastics or plastic packaging. Risk (transition): Our business planning process considers passenger numbers and travel trends to inform our medium-term financial .-°C L H H Risk of changes in travel plan. We continue to use client volume projections and forecast growth in passenger numbers within our planning. .-.°C L L L trends leading to a reduction in passenger numbers. As part of our risk review process we noted the impact of this summer’s acute physical climate-related risks on key travel destinations such as wildfires in Southern Europe which could, over time, have an impact on travel destinations. We believe this scenario needs consideration as an emerging risk. Risk (transition): Sustainability forms a critical part of our strategy and focuses on the most material issues for our business .-°C M H H Risk of reputational impact, and stakeholders, supported by clear and measurable targets. .-.°C L H H resulting in loss of clients and leading to a drop in revenue from In , we reviewed the internal data used in the scenario analysis to give us a more accurate picture of this risk. failure to realise sustainability For more details see the case study on page . commitments and decarbonise our operations and supply chain in line with net-zero expectations. Risk (physical): With c. brands in our portfolio and operating in countries, our ingredients and raw materials come from highly .-°C M M M Reduced availability of climate diversified supply chains. As part of our risk mitigation, all countries must have contingency plans in place for .-.°C M H H sensitive raw materials due to substitute suppliers if a core product is unavailable. This will also be linked to an overall country contingency plan increased frequency of extreme that may include a reduction in product range in times of widespread availability issues. weather events and chronic risks. Opportunity : Our Sustainability Strategy includes targets to encourage and respond to changing customer demands. .-°C M M M Opportunity to grow potential This includes targets for at least of own-brand meals to be plant-based or vegetarian and .-.°C L L L revenues from ‘climate-conscious of coffee, tea, hot chocolate and fish/seafood for our own brands to be from sources certified to sustainability customers’, including taking standards, such as Rainforest Alliance and Fairtrade. We’re also designing more climate-friendly menu options and advantage of diversifying markets encouraging our customers to choose them, through actions such as product promotions, information and labelling. and changing customer demands. Key: L: Low (<m); M: Medium (m-m); H: High (>m) SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Task Force on Climate-related Financial Disclosures (TCFD) Scenario analysis While this analysis has shown that transition to a Metrics and targets In , our scenario analysis identified that, net-zero scenario presents a higher financial risk Using client insights to In August , our net-zero targets were generally, transition risks are more material in to our business resilience in the short to medium officially verified by the Science Based Targets strengthen our scenario the shorter term, compared with physical risks term, we are commied to our net-zero target and initiative (SBTi) covering: which become more material in the medium recognise our strategic commitment to moving modelling Overall net-zero target: reach net-zero GHG • and long term. towards this higher risk scenario. Please refer to emissions across our value chain by , the table on the previous page for our strategic from a base year. Under the net-zero scenario, the most material responses to these risks. Near-term target: reduce absolute • transition risks we identified were: Scope and GHG emissions by from a Increased energy and supply chain costs The insights gained from the scenario modelling base year; and reduce absolute Scope • because of increasing carbon prices. demonstrate that we have existing strategic GHG emissions from purchased goods and Potential reduced revenues because of responses to help mitigate each of the most services and capital goods by within • changing travel trends, particularly in the UK material climate-related risks and opportunities the same timeframe. and EU countries as passenger growth slows. identified. This gives us confidence that, if we Long-term target: reduce absolute • Reputational impact if we fail to meet continue to deliver against our internal and Scopes , and GHG emissions by • our climate commitments in line with external targets, our strategy will be resilient. by , from a base year. client expectations. However, given the unpredictable nature of climate change, this modelling always carries These science-based targets directly support The opportunity relating to changing customer an element of unforeseen risk. the mitigation of the risk relating to carbon preferences is greater under a net-zero scenario, pricing (Risk ) and the risk of losing business and this could be increased further as the analysis For example, recent extreme weather in Southern We have refined the scenario modelling used to due to inaction on climate (Risk ). It also supports currently only considers our own brands. Europe was not specifically covered in the quantify the revenue at risk if we do not deliver the opportunity to engage climate-conscious medium-term plan due to the timing of events our net-zero commitments. In our initial analysis customers (Opportunity ), such as through Under the climate inaction scenario, physical risks and the process. We must maintain flexibility in we used publicly available data to define a risk increasing healthy and sustainable options. are more material, but some transition risks are our approach to risk management and response, rating for Risk relating to clients and assumed still present: and will need to adapt targets or internal controls a renewal rate which decreased to a minimum In , absolute GHG emissions for Scopes Physical risks could be greater in the long term, as needed. amount in a net-zero scenario. and reduced by and absolute Scope • reducing yield of crops and therefore availability emissions increased by , compared to our of key raw materials such as wheat, coffee, As such, our material climate-related risks In , we updated the model with data base year. Across all three scopes, our absolute tea, pulp and potatoes. This could increase and opportunities will continue to be reviewed from our client survey, which measured the emissions are relatively flat compared to . purchasing costs. annually, and we will build upon our existing importance of sustainability to of our top For emissions intensity (kg of COe per million Reputation risk could still be high in a climate mitigation strategies to ensure the continued clients when considered alongside other revenue) across all scopes, we have achieved • inaction scenario given the existing resilience of our business to climate change. commercial KPIs. a reduction from our base year. expectations around climate and that many of our clients and other partners have already The client survey data has replaced the We believe this demonstrates the progress we made climate commitments. assumption, resulting in a reduction in the upper are making in puing the right measures in place limit of revenue at risk. But, importantly, it has to ensure that, as our business grows, we are doing anchored climate-risk data within the broader so efficiently and controlling absolute emissions commercial/service measures, demonstrating increases in line with growth projections set out the level of importance of this issue to SSP and in our net-zero roadmap. our clients. We are also able to use this data to identify which clients have higher interest in our sustainability commitments to help prioritise our engagement activities. SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Task Force on Climate-related Financial Disclosures (TCFD) In , of our total energy use was GHG emissions and energy metrics from verified renewable sources. We are also undergoing significant investment across our Performance business to increase energy efficiency. We are rolling-out Automated Meter Readers (AMRs) Metric UK Global (non-UK) Total UK Global (non-UK) Total base year change vs to our units globally, which will provide half-hourly Absolute GHG emissions (tonnes COe) energy readings, analytics and diagnostic reports Scope , , , , , , , - to help identify opportunities for improvements. Scope (market-based) , , , , , , , - Trials in our UK business show we can achieve an Scope (location-based) , , , , , , , - average -. reduction in energy consumption Total Scope and (market-based) , , , , , , , - where AMRs have been introduced. Scope (all material categories) n/a n/a ,, n/a n/a , , + The vast majority of our Scope emissions relate Total Scopes, , (market-based) and n/a n/a ,, n/a n/a , ,, +. to the food, beverages and products we purchase Energy use (megawa-hours (MWh)) for resale. To reduce these emissions, we are Total energy use , , , , , , , - increasing our range of plant-based offerings, shiing towards lower-impact alternatives like Total renewable energy use , , , – – – – + chicken instead of beef, and developing more Intensity ratios (per million revenue) plant-forward dishes with a reduced proportion Scopes and (kg COe per m revenue) . . . . . . . - of meat or fish. By the end of , of our own brand meals were plant-based or vegetarian. Scopes , and (kg COe per m revenue) n/a n/a . n/a n/a . . - Energy (MWh per m revenue) . . . . . . . - We are also focused on sourcing sustainable ingredients and working closely with our suppliers SSP is required to report its UK (including UK offshore) and global (excluding the UK) energy use and COe emissions in accordance with the Companies to drive emissions reductions. By the end of , (Directors’ Report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations . The data detailed in the above table represents of hot beverages (tea, coffee and hot emissions and energy use for which the Company is responsible and is incorporated by reference in the Directors’ Report. We have followed the chocolate) for our own brands were from sources Greenhouse Gas Reporting Protocol – Corporate Standard ( revised edition) and our reporting is consistent with the Environmental Reporting certified to standards such as Rainforest Alliance. Guidelines: Including streamlined energy and carbon reporting guidance (March ). We include our global electricity, natural gas, owned transport and refrigerant use (where data is available) and associated emissions. Our efforts to reduce food waste also contribute to reducing Scope emissions. For example, For Scope , we report both ‘location-based’ emissions and ‘market-based’ emissions. ‘Location-based’ emissions are calculated using UK DEFRA through our partnership with Too Good To Go, we Emission Factors and, for the other countries, using International Energy Agency (IEA) Emissions Factors. ‘Market-based’ accounts for emissions have saved over , tonnes of food from going associated with renewable energy sources verified with the appropriate Renewable Energy Guarantees of Origin (REGO), Energy Aribute Certificates to landfill since , avoiding the equivalent of or Power Purchase Agreements. Please note that rounding of figures can result in the total figures appearing to have a small discrepancy. This does not c., COe emissions. For alone, we affect the accuracy or validity of the data. saved tonnes of food from waste, equivalent to more than , tonnes of COe. Scope relates to all indirect emissions – not included in Scope – that occur in our value chain, including both upstream and downstream emissions. We worked with a specialist consultancy to calculate Scope emissions in accordance with the Greenhouse Gas Protocol Corporate Value Chain (Scope ) Standard using a screening methodology. The screening methodology reviewed all potential Scope categories, as defined in the Greenhouse Gas Find full details of our net-zero strategy and progress in our Sustainability Report. Protocol, and modelled the categories deemed to be the most material to SSP’s operations, using a combination of actual data, activity data and financial data. The four Scope categories determined to be immaterial are: Category upstream leased assets, Category downstream transportation and distribution, Category processing of sold products and Category use of sold products. Find full details of our reporting boundaries, scope and methodologies in our Sustainability Data Book at: www.foodtravelexperts.com/sustainability/ SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Task Force on Climate-related Financial Disclosures (TCFD) Other metrics and targets linked to our climate risks and opportunities Performance Target/metric By , at least of meals offered by our own brands to be plant-based and/or vegetarian (Opportunity ) By , of all own brand units in the UK & Ireland, North America and Continental Europe ( in APAC and EEME regions) that serve coffee to offer non-dairy milk alternatives (Opportunity ) () () By , of tea, coffee and hot chocolate for our own brands to be from sources certified to independent sustainability standards, such as Rainforest Alliance or Fairtrade (Opportunity ) By , of fish and seafood for our own brands to be from sources certified to independent sustainability standards, such as Marine Stewardship Council (Opportunity ) By , of eggs for our own brands to be from cage-free sources (Opportunity ) By , eliminate unnecessary single-use plastic from our own brand packaging (Risk ) By , of our own brand packaging to be reusable, recyclable or compostable (Risk ) By , all divisions globally to have programmes to reduce food waste through prevention, reuse, recycling and recovery (Risk ) – Tonnes of surplus food saved from waste via our partnership with Too Good To Go – of own brand units with fryers sending waste cooking oil for recycling – of own brand units that serve coffee diverting waste coffee grounds from landfill We do not have external metrics and targets on Risk or Risk , as these are commercially sensitive, but we monitor and manage both risks through internal KPIs, and build them into our business planning and functional budgets. For example on Risk , during the business planning process most countries identified risk around passenger projections. Although this isn’t specifically climate related, this was discussed and noted, with financial plans being built based on client forecasts of volume. We plan to conduct a new double-materiality assessment – a dual assessment of how our activities impact people and the planet and how sustainability issues, like climate change, may impact our business – to help define the next stage of our Sustainability Strategy and targets for post-. See our Sustainability Data Book for comprehensive details of our yearly data performance, reporting boundaries, scope, definitions and methodology. SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Financial review Strong profit and cash conversion as sales have recovered. Jonathan Davies Deputy Group CEO & CFO During the second half year, trading continued to strengthen, increasing by . at actual exchange Group performance rates compared to (. on a constant currency basis). Against , where the prior year Change comparatives were considerably more challenging than in the first half, second half revenues Actual Constant increased by . (. on a constant currency basis). This further improvement in underlying currency currency LFL trading was driven by a continued recovery in passenger numbers over the summer, particularly in the m m () () () air sector, as well as our stronger customer proposition and further deployment of digital order and Revenue ,. ,. +. +. +. payment technology. Underlying operating profit . . +. Operating profit . . +. For the year as a whole, like-for-like sales growth versus was .. The growth in the air channel has been particularly encouraging, driven by strong recoveries in passenger numbers in most of our EBITDA was .m (: .m) and Underlying operating profit was .m (: .m) on a pre-IFRS basis. major markets. The recovery in the rail channel continued to be impacted by ongoing industrial action, Revenue in was ,.m principally in the UK. The Group’s trading performance has continued to recover strongly, with revenues tracking above Net gains contributed . to full year revenue growth versus , driven by strong contributions pre-Covid levels throughout the year. At actual foreign exchange rates, total Group Revenue of from North America, including a benefit from the acquisition of the Midfield Concession business in ,.m was . ahead of levels (. on a constant currency basis) and increased by . late June and significant new openings in Ontario, Seale, LaGuardia, Vancouver and Kelowna, and compared to (. on a constant currency basis). This revenue performance included the from the APAC and EEME division, where we opened material new contracts in Malaysia, Thailand, benefit from net contract gains as we accelerated the mobilisation of our significant pipeline, Australia and India. in addition to price increases compared to the same period in each year. Trading results from outside the UK are converted into sterling at the average exchange rates for During the first half year, revenues were . ahead of levels at actual exchange rates and . the year. The overall impact of the movement of foreign currencies (principally the Euro, US Dollar, ahead on a constant currency basis. This performance was driven by a strong recovery in passenger Swedish Krona, Norwegian Krone, Indian Rupee, Egyptian Pound and Swiss Franc) in compared numbers, initially led by strong leisure travel demand throughout the autumn, following an extended to the average was -. on revenue, -. on EBITDA and -. on operating profit. holiday season in several markets. This momentum continued throughout the winter and early Spring, despite significant industrial action impacting the UK Rail network, with trading across the Group demonstrating a resilience to broader pressures on consumer spending. Compared to the first half of , sales increased by . (. on a constant currency basis). SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Financial review Operating profit highlights The underlying operating profit was .m, compared to .m in the prior year. On a reported basis under IFRS , the operating profit was .m (: .m), reflecting a charge of .m (: .m credit) for the non-underlying operating items. Operating profit On a pre-IFRS basis, the Group reported underlying EBITDA of .m (: .m) and underlying operating profit of .m (: .m). The underlying pre-IFRS EBITDA margin improved to . (: .) and the underlying pre-IFRS operating profit margin improved m m to . (: .). underlying pre-IFRS reported Non-underlying operating items Items which are not considered reflective of the normal trading performance of the business, and are exceptional because of their size, nature or incidence, are treated as non-underlying operating items and disclosed separately. Earnings per share The non-underlying operating items included in the net charge of .m are summarised below: Impairment of goodwill: as a result of past acquisitions, and in particular the creation of SSP by the • acquisition of the SSP business by EQT in , the Group holds a significant amount of goodwill .p/share .p/share on its consolidated balance sheet. This is allocated to cash generating units, and performance is underlying pre-IFRS reported monitored on this basis. Goodwill impairment testing is carried out annually, or more frequently if indicators of impairments have been identified, by comparing the value relating to each cash generating unit with the net present value of its expected future cash flows. Following the most recent reviews, a goodwill impairment of .m was identified, comprising a write down in respect of the Rail Gourmet business in the UK. Impairment of property, plant and equipment and right-of-use assets: the Group has carried out • impairment reviews where indications of impairment have been identified. These impairment reviews compared the value-in-use of individual sites, based on management’s current assumptions regarding future trading performance, to the carrying values of the associated assets. Following this review, a charge of .m has been recognised, which includes a net impairment of right-of-use assets of .m. Gain on de-recognition of leases: as a consequence of certain contract terminations • (FY: modifications) the leases have been derecognised in the period, resulting in a gain of .m (: .m). Site exits costs: the Group has recognised a charge of .m relating to site exits and redundancies • carried out across the Group during the year, principally reflecting the planned exit from our motorway service area business in Germany. Contractual selements: during the year the group negotiated contractual selements in respect • of the Covid- period which resulted in a net charge of .m. Net debt Other non-underlying expenses: in the current year these items, primarily relating to transaction • costs and other legal fees, amounted to .m (: .m). ()m (,)m underlying pre-IFRS reported See Alternative Performance Measures page -. SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Financial review Segmental performance This section summarises the Group’s performance across its four operating segments. For full details of our key reporting segments, please refer to note on page . North America Continental Europe Change Change Year-on-year Constant Year-on-year Constant change currency LFL change currency LFL m m () () () m m () () () Revenue . . +. +. +. Revenue ,. . +. +. +. Underlying operating profit . . +.. Underlying operating profit/(loss) . . +. Operating profit . . +. Operating profit . . -. EBITDA was .m (: .m) and underlying operating profit was .m (: .m), both on a pre-IFRS basis. EBITDA was .m (: .m) and underlying operating profit was .m (: .m) both on a pre-IFRS basis. Revenue in was .m. Revenue in was ,.m. Revenue during the year of .m increased by . compared to the prior year, and . versus Revenue in Continental Europe of ,.m represented an increase of . compared to levels (both at actual exchange rates). The performance included a significant contribution from and . versus levels (both at actual exchange rates). net contract gains, as we continue to grow our business in conjunction with our joint venture partners. Most markets in Continental Europe recovered strongly in the first six months of the year, running During the first half, the sales recovery in North America remained strong, running . above . above levels across this period (. ahead of ), helped by the extended European levels and . ahead of , reflecting the ongoing recovery in domestic leisure and business summer holiday season which stretched into the autumn, most notably in Spain, and was in spite of travel, in addition to the contribution from the new openings. industrial action in February and March which impacted several countries, notably France. During the second half, sales increased by . compared to and . versus , including During the second half year, sales strengthened further to . above levels (. above ), a sales benefit from the acquisition of the Midfield Concession business, with the transfer of six of the driven by strong air passenger numbers over the late spring and summer and despite the impact of seven airports completed in June. protests and travel disruption in France, as well as more challenging comparatives from . The underlying operating profit for the period was .m, compared to .m in the prior year, and The underlying operating profit for the period was .m compared to .m in the prior year, with the reported operating profit was .m (: .m). This strong performance, taking operating a reported operating profit of .m (: .m). Non-underlying operating items comprised site profit and margins to levels above those reported in , reflected the rapid recovery in like-for-like exits costs amounting to .m relating to the planned exit from our motorway service area business sales and a good profit contribution from the new business. in Germany, historical contractual selements totalling .m, impairments totalling .m and other costs of .m. On a pre-IFRS basis, the underlying operating profit was .m, which compared Non-underlying operating items comprised transaction costs totalling .m. On a pre-IFRS basis, to .m last year. the underlying operating profit was .m, which compared to .m last year. SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Financial review Segmental performance continued UK (including Republic of Ireland) APAC and EEME Change Change Year-on-year Constant Year-on-year Constant change currency LFL change currency LFL m m () () () m m () () () Revenue . . +. +. +. Revenue . . +. +. . Underlying operating profit/(loss) . . +. Underlying operating profit/(loss) . . +. Operating profit . . . Operating profit/(loss) . . +. EBITDA was .m (: .m) and underlying operating profit was .m (: .m) both on a pre-IFRS basis. EBITDA was .m (: .m) and underlying operating profit was .m (: .m) both on a pre-IFRS basis. Revenue in was .m. Revenue in was .m. Revenue in the UK and Ireland of .m represented an increase of . compared to Revenue in APAC and EEME of .m represented an increase at actual exchange rates of . and a recovery to . of levels (both at actual exchange rates). compared to (. on a constant currency basis) and . versus levels (. on a constant currency basis). During the first half year, sales recovered to . of levels (. ahead of ), reflecting an ongoing recovery in both leisure and commuter travel, despite the impact of regular strike action Revenues continued to recover rapidly in this region throughout the first half, including an exceptional impacting the rail business. performance in our business in India (TFS), where sales more than doubled year on year. Australia, Thailand and the Middle East have also performed particularly well. First half sales for the APAC and In the second half, underlying UK trading in both the air and rail channels continued to strengthen, EEME region as a whole grew by . versus and increased by .. compared to the with revenues averaging . of levels (. above ), despite the rail sector continuing equivalent period in (both at actual exchange rates). to be impacted by ongoing industrial action. Compared to , sales improved by . at actual exchange rates (. on a constant currency The underlying operating profit for the UK was .m compared to .m in the prior year, with basis), as we saw further improvements in passenger numbers across the Asia Pacific region, as well a reported operating profit of .m (: .m). Non-underlying operating items comprised as strong performances in India and Egypt. In addition, the region continued to benefit from significant impairments of goodwill of .m and other items amounting in a net credit of m. On a pre-IFRS net gains as we continued to roll out the new business pipeline there, with strong contributions from basis, the underlying operating profit was .m, which compared to .m last year. new openings in Malaysia, Australia, Thailand, Bahrain and India. The underlying operating profit for the period was .m, compared to .m in the prior year, and the reported operating profit was .m (: .m). Non-underlying operating items comprised impairments of .m, gains on derecognition of leases of .m and site exit costs of .m. On a pre-IFRS basis, the underlying operating profit was .m, which compared to .m last year. SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Financial review Share of profit of associates Non-controlling interests The Group’s underlying share of profits of associates was .m (: .m profit), driven primarily The profit aributable to non-controlling interests was .m (: .m profit). On a pre-IFRS by strong performance from the Group’s associates in Cyprus and Qatar. On a reported basis, the share basis the profit aributable to non-controlling interests was .m (: .m profit), with the of profits of associates of .m (: .m profit) included a .m non-underlying impairment year-on-year increase reflecting a significantly improved trading performance from our partially charge relating to the mandatory recapitalisation of the group’s associate in France. owned subsidiaries (operated with joint venture partners) in North America and APAC and EEME, including in India, Thailand, the Philippines and the UAE. On an underlying pre-IFRS basis, the Group’s share of profit from associates was also .m (: .m profit). Earnings/(loss) per share The Group’s underlying earnings per share was . pence per share (: loss of . pence per share), Net finance costs and its reported earnings per share was . pence per share (: loss of . pence per share). The underlying net finance expense for the financial year was .m (: .m), which includes interest on lease liabilities of .m (: .m). A credit to finance costs of .m has been On a pre-IFRS basis the underlying earnings per share was . pence per share (: loss of . pence recognised within non-underlying items relating to the refinancing of the Group debt. The reported per share). net finance expense under IFRS was .m (: .m). Dividends On a pre-IFRS basis, underlying net finance costs were lower than the prior year at .m In line with the Group’s stated priorities for the uses of cash and aer careful review of its medium- (: .m), driven by a lower cost of debt on our USPP loan notes, as well as foreign exchange term investment requirements, the Board is proposing a final dividend of . pence per share gains arising on certain cash balances held in foreign currencies. (: nil), which is subject to shareholder approval at the Annual General Meeting. Taxation The Group is proposing a payout ratio of of the underlying pre-IFRS earnings per share, The Group’s underlying tax charge for the period was .m (: .m credit), representing an which is in the middle of our proposed payout range of -. effective tax rate of . (: .) of underlying profit before tax. On a reported basis, the tax charge for the period was .m (: .m charge) representing an effective tax rate of . The final dividend will be paid, subject to shareholder approval, on February to shareholders (: .). on the register on February . On a pre-IFRS basis, the Group’s underlying tax charge was .m (: .m), equivalent to The ex-dividend date will be February . an effective tax rate of . (: a negative effective tax rate of .) of the underlying profit (: loss) before tax. The Group’s tax rate is sensitive to the geographic mix of profits and losses and reflects a combination of higher rates in certain jurisdictions, as well as the impact of losses in some countries for which no deferred tax asset is recognised. The underlying tax rate for the current year reflects a return to pre-pandemic rates of around -, the prior year tax rates having been impacted by the significant change in the geographic mix caused by Covid-. SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Financial review Free Cash flow Acquisition costs of .m comprised .m consideration paid for the AMT business in the UK The table below presents a summary of the Group’s free cash outflow for in December , together with a further .m for the purchase of the units at six of the seven Midfield concessions locations in North America in June . We took operational control of the m m units at Denver on November . Underlying operating profit . . Net corporation tax payments of .m (compared to .m in ) and net dividends paid to Depreciation and amortisation . . non-controlling interests (net of receipts from associates) of .m (: .m) were both much Exceptional operating costs (.) (.) higher year on year, reflecting the Group’s significant increase in profitability over the last twelve months. Working capital (.) . Net tax payment (.) (.) Net finance costs paid of .m were also higher than in the prior year (: .m), mainly reflecting the payment of deferred interest liabilities in respect of the Group’s US Private Placement Capital expenditure (.) (.) notes following the Rights Issue in . Acquisitions, net of cash received (.) (.) Net dividends to non-controlling interests and from associates (.) (.) Net debt Net finance costs (.) (.) Overall net debt increased by .m to .m on a pre-IFRS basis, largely reflecting the free cash outflow in the year of .m as detailed above. On a reported basis under IFRS , Other . . net debt was ,.m ( September : ,.m), including lease liabilities of ,.m Free cash outflow (.) . ( September : .m). Presented on an underlying pre-IFRS basis (refer to pages for details). Capital expenditure is net of cash capital contributions received from non-controlling interests of .m (: .m). The table below highlights the movements in net debt in the period on a pre-IFRS basis. m The Group’s net cash outflow during the year was .m, compared to a .m net cash inflow last Net debt excluding lease liabilities at October (Pre-IFRS basis) (.) year. This year-on-year change primarily reflected the anticipated higher levels of capital expenditure and working capital outflows in . The net outflow in the year also included the impact of the Free cash flow (.) acquisition of the Midfield concessions business in June, as well as exceptional restructuring and Impact of foreign exchange rates . other costs incurred during the year. Other . Net debt excluding lease liabilities at September (Pre-IFRS basis) (.) Capital expenditure was .m, a significant increase compared to the .m in the prior year, reflecting the ongoing mobilisation of our new business pipeline, as well as a rebound in the level Lease liabilities (,.) of renewals and maintenance projects, many of which were put on hold in the aermath of Covid. Net debt including lease liabilities at September (IFRS basis) (,.) Although working capital benefited from a further recovery in sales across the year (increasing from Other changes relate to the effect of our debt refinancing carried out in the year. around of levels in September to around in September ), this was more than offset by a reduction in the level of the Group’s deferred liabilities, largely rents, during the period, amounting to approximately m, resulting in a net cash outflow for the year of .m. SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Financial review Alternative Performance Measures . Non-underlying profit items The Directors use alternative performance measures for analysis as they believe these measures The Group presents underlying profit/(loss) measures, including operating profit/(loss), profit/(loss) provide additional useful information on the underlying trends, performance and position of the before tax, and earnings/loss) per share, which exclude a number of items which are not considered Group. The alternative performance measures are not defined by IFRS and therefore may not be reflective of the normal trading performance of the business, and are considered exceptional because directly comparable with other companies’ performance measures and are not intended to be a of their size, nature or incidence. The table below provides a breakdown of the non-underlying items substitute for IFRS measures. in both the current and prior year. Non-underlying items . Revenue measures IFRS IFRS As the Group is present in countries, it is exposed to translation risk on fluctuations in foreign m m exchange rates, and as such the Group’s reported revenue and operating profit/loss will be impacted by movements in actual exchange rates. The Group presents its financial results on a constant Operating costs currency basis in order to eliminate the effect of foreign exchange rates and to evaluate the underlying Impairment of goodwill (.) – performance of the Group’s businesses. The table below reconciles reported revenue to constant Impairment of property, plant and equipment (.) (.) currency sales. Impairment of right-of-use assets (.) (.) North Continental APAC & Contractual selements (.) – (m) America Europe UK EEME Total Site exit costs (.) (.) Revenue at actual rates by region . ,. . . ,. Gain on derecognition of leases . . Impact of foreign exchange (.) (.) (.) . . IFRS rent credit – . Revenue at constant currency . ,. . . ,. Debt amendment expenditure and extension of bank facilities – (.) Revenue at actual rates by region . . . . ,. Other non-underlying costs (.) (.) (.) . Constant currency sales growth . . . . . Finance expenses Which is made up of: Debt refinancing & effective interest rate adjustments . . Like-for-like sales growth . . . . . , . . Net contract gains . . . . . Taxation Total constant currency sales growth . . . . . Tax charge on non-underlying items (.) (.) Constant currency is based on average exchange rates weighted over the financial year by results. Total non-underlying items (.) . Like-for-like sales represent revenues generated in an equivalent period in each financial year in outlets which have been open for a minimum of months. Like-for-like sales are presented on a constant currency basis. Revenue in outlets which have been open for less than months and prior period revenues in respect of closed outlets are excluded from like-for-like sales and classified as contract gains. Net contract gains/(losses) are presented on a constant currency basis. Further details of the non-underlying operating items have been provided in the Financial Review The impact of the Midfield Concession acquisition has been included in net contract gains. section on page . Furthermore, a reconciliation from the underlying to the statutory reported basis is presented below: (IFRS ) (IFRS ) Non-underlying Non-underlying Underlying Items Total Underlying Items Total Operating profit/(loss) (m) . (.) . . . . Operating margin . (.) . . . . Profit/(loss) before tax (m) . (.) . (.) . . Earnings/(loss) p/share (p) . (.) . (.) . (.) SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Financial review . Pre-IFRS basis Underlying operating profit is .m lower on a pre-IFRS basis, as adding back the depreciation In addition to our reported results under IFRS we have decided to also maintain the reporting of our of the right-of-use assets of . does not fully offset the recognition of fixed rents of .m and profit and other key KPIs like net debt on a pre-IFRS basis. This is because the pre-IFRS profit is the gain on derecognition of leases of .m. Profit before tax is .m higher on a pre-IFRS basis consistent with the financial information used to inform business decisions and investment appraisals. as a result of adding back .m in finance charges on lease liabilities. The impact of IFRS on net It is our view that presenting the information on a pre-IFRS basis will provide a useful and necessary debt is primarily the recognition of the lease liability balance. basis for understanding the Group’s results. As such, commentary has also been included in the Business Review, Financial Review and other sections with reference to underlying profit measures Pre-IFRS basis underlying EBITDA is a key measure of profitability for the Group. A reconciliation computed on a pre-IFRS basis. to pre-IFRS basis underlying operating profit/(loss) for the period is presented below: A reconciliation of key underlying profit measures to ‘Pre-IFRS ’ numbers is presented below: m m Year ended September Year ended September Pre-IFRS underlying EBITDA . . Underlying Impact of Underlying Underlying Impact of Underlying Depreciation of property, plant and equipment (.) (.) IFRS IFRS Pre-IFRS IFRS IFRS Pre-IFRS Notes m m m m m m Amortisation of intangible assets (.) (.) Revenue ,. – ,. ,. – ,. Pre-IFRS underlying operating profit . . Operating costs (,.) (.) (,.) (,.) (.) (,.) Operating Furthermore, a reconciliation from pre-IFRS underlying profit/(loss) for the period to the statutory profit/(loss) . (.) . . (.) . profit/(loss) for the period is as follows: Share of profit from associates . – . . – . m m Finance income . – . . – . Pre-IFRS underlying operating profit/(loss) for the period . . Finance expense (.) . (.) (.) . (.) Depreciation of right-of-use assets (.) (.) Profit/(loss) Fixed rent on leases . . before tax . . . (.) . (.) Gain on derecognition of leases . . Taxation (.) (.) (.) . (.) (.) Non-underlying operating (costs)/profit (note ) (.) . Profit/(loss) Share of profit from associates . . for the period . . . (.) . (.) Non-underlying share of loss from associates (.) – Profit/(loss) Net finance expense (.) (.) aributable to: Non-underlying finance income (note ) . . Equity holders Taxation (.) (.) of the parent . . . (.) . (.) Profit aer tax . . Non-controlling interests . . . . . . Profit/(loss) for the period . . . (.) . (.) Loss per share (pence): – Basic . . (.) (.) – Diluted . . (.) (.) SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Financial review A reconciliation of underlying operating profit to profit before and aer tax is provided as follows: m m Underlying operating profit . . Non-underlying operating (costs)/profit (note ) (.) . Share of profit from associates . . Non-underlying share of loss from associate (.) – Finance income . . Finance expense (.) (.) Non-underlying finance income (note ) . . Profit before tax . . Taxation (.) (.) Profit aer tax . . . Liquidity and cashflow Liquidity remains a key KPI for the Group. Available liquidity at September has been computed as .m, comprising cash and cash equivalents of .m, and undrawn credit facilities of .m. A reconciliation of free cashflow to underlying operating profit is shown on page . Jonathan Davies Deputy Group CEO and CFO December SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Risk Management Framework A key aspect of the Group’s risk mitigation • Risk management An overview of our risk management framework processes is the implementation of various and principal risks is set out on page and in accordance with the risk management policies throughout the Corporate Governance Code, the Board organisation. These policies are complemented (supported by the Audit Commiee) has overall by tailored training programmes for different responsibility for reviewing its effectiveness. levels within the Group and encompass a The Board confirms that there is an ongoing Colleague Code of Conduct, a Speak Up Policy, To enable us to deliver our purpose of being process for identifying, evaluating and managing an Anti-Bribery and Anti-Corruption Policy, the best part of the journey, it is critical for us to significant and emerging risks faced by the a Prevention of the Facilitation of Tax Evasion n P i o r t i manage our risks effectively and appropriately. o r Group as well as seing the Group’s risk appetite Policy, a GDPR Compliance Policy, Modern c a i t i The Group’s risk management framework is fi s t i a (as set out on page ). Slavery Policy, Group Authorisation Policies, e n t specifically designed to systematically identify, i o and various IT security policies. These are analyse, and effectively manage material risks I d n In addition to the detail set out on page , updated periodically as needed. The Board and across the business through a series of key features of the Group’s risk management senior management have received training on processes aimed at continuous monitoring, processes are as follows: the obligations and behaviours expected of management, and ultimately risk mitigation. The Group conducts an annual risk assessment a UK-listed company, which include maers • M review to identify principal risks, while local related to compliance, insider trading, and o i o n n management teams maintain country and preventing market abuse. The Risk Commiee i t o g a t regional risk registers. These regional and regularly receives reports on topics covered r i n t i g i M country-specific registers encompass the by these policies, including compliance reports risk assessments, significant changes in risks and updates on training uptake. or new initiatives, and both current and future The Group’s Speak Up Policy establishes • mitigation activities discussed. a framework that encourages all individuals The Group maintains a top-down consolidated at every level of the organisation, including • Approach risk register, which covers risks to the overall colleagues, consultants, and contractors, to Group. Risks are assessed in terms of their feel confident in reporting irregularities. We Identification Prioritisation potential impact and likelihood, and key encourage individuals to voice their concerns with risks are brought to the aention of the Risk designated persons, the Country Whistleblowing Review risks from the previous year to determine Prioritise risks based on impact and likelihood: Commiee and the Audit Commiee. This Officer, or the confidential Group Helpline. The if they are still valid and whether to consider any Impact: If the risk arises, what is the impact on evaluation also includes the consideration Board, in collaboration with the Audit Committee, emerging risks. the achievement of the country, region and Group’s Consider major changes and initiatives. strategic priorities and financial targets? of climate-related risks and opportunities. oversees and reviews the maers reported and Consider complex, changing or new processes Likelihood: What is the likelihood that the specific Our regional and country management teams the outcomes of any investigations. • or those with historical issues. risk will occur? are responsible for implementing internal The management of risk and compliance with • control and risk management practices within associated policies is considered as part of the Monitoring Mitigation their own businesses, ensuring ongoing Group’s performance management systems. compliance with the Group’s policies and Our Group Safety Forum, chaired by the Group • Develop an action plan for any medium or high rated Country management identifies current and potential procedures, and identifying emerging risks. Safety Director and comprised of health and risks without appropriate mitigating activities. mitigation activities for operational risks: safety experts from across our organisation, This includes: What activity is undertaken and is this managing is responsible for monitoring and evaluating What action will be taken? the risk? our adherence to global safety standards Who is responsible? Who performs the activity and is this the right When will the new activity be implemented? person to undertake this activity? and compliance with regulations. It is further When is this undertaken and is the frequency supported by an Executive Safety Commiee, appropriate to manage the risk? chaired by the Chief People Officer, which conducts quarterly regional reviews of our Strategic risks Operational risks performance in relation to safety processes Interviews are held with the Group Executive Operational Risk Registers are updated and objectives. For additional information Commiee members, Group functional leads and by regional/country management teams. on our safety governance framework, refer country leadership team to update the Strategic to page of our Sustainability Report. Risk Register. SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Risk management and principal risks Our sustainability framework enables us to Principal Risks Group Principal Risks integrate key areas of non-financial performance The principal risks and uncertainties to which the The graphic illustrates the Group’s principal risks positioned on a relative basis based on the annual with our financial performance and objectives, Group is exposed are summarised on pages -, risk assessment approved by the Board. so we can generate long-term value for all our along with the actions taken to mitigate them and stakeholders. It also ensures that both the Board details of the risk trend over the year. Risks are and the business factor in risk from financial identified as ‘principal’ based on the likelihood and non-financial standpoints. For instance, of occurrence and their potential impact on the throughout the year, the heightened emphasis on Group. Those risks with higher probability and sustainability in our performance has prompted greater impact on strategy, reputation, operations the business and Board to assess the risks and and financial performance receive the highest opportunities tied to our net-zero roadmap and risk rating. These risks have been reviewed and carbon footprint reduction, which affect both agreed with the Board (and considered by the short and long-term value creation. Incorporating Group Executive Commiee). environmental, social, and governance considerations into our risk assessments aids in A new risk relating to ‘mergers and acquisition the development of a more sustainable strategy activity’ has been added to the principal risks. that fosters well-rounded success and value The Covid- risk has been downgraded. Risks creation. For further details, refer to pages - relating to health and food safety, ‘information and our Sustainability Report. security and stability’, ‘mobilisation of pipeline’ and ‘benefits realisation from efficiency programmes’ have all risen over the year. Last year, the Group disclosed ten principal risks. This has now increased to principal risks (noted below). We have included risks - as some are directly relevant to the Group’s strategic priorities. In addition to the principal risks outlined on pages -, each local business maintains a register of operational risks that are monitored Likelihood and reviewed internally throughout the year. Impact Key to movement since Increasing Stable Decreasing New Risks Link to our strategic priorities Business environment, geo-political uncertainty Principal risks are identified, assessed and terrorism threat and discussed in relation to their linkage Availability of labour and wage inflation with our strategic priorities set out below: Supply chain disruption and product cost inflation Health and food safety Information security and stability Compliance Mobilisation of pipeline The competition landscape, changing client behaviours and client retention Insufficient senior capability at Group and country level Benefits realisation from efficiency programmes Sustainability Innovation of brand portfolio & changing customer demands Merger and acquisition activity Expansion into new markets SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Risk management and principal risks Emerging risks At the Group level, we adopt a top-down approach through our annual risk assessment exercise, during Risk appetite SSP defines emerging risks as those whose which emerging risks are discussed with senior regional management (CEOs and CFOs) and Group Risk appetite is the level of risk that the Group timing and impact are not entirely certain but management, including heads of Finance, HR, Procurement, and Legal departments. Identified risks is willing to accept, both in day-to-day business may, over time, pose a risk to the delivery of the are reviewed and approved by the Group Executive Commiee before being submied to the Board. operations and in seeking to realise our strategic Group’s strategy. We have well-established priorities. It is also an important element of our processes for identifying and monitoring emerging Short Mobilisation Due to the Group’s strategic priority of ‘Pivoting to culture and values, as we seek to balance activity risks through horizon scanning and our embedded term of pipeline high-growth markets,’ the Group has placed additional to drive our purpose and build momentum with risk management framework, both at Group and emphasis on identifying, assessing, completing, and protecting the business and doing the right thing. regional levels. integrating new transaction targets to significantly boost growth in key markets. For more information, please refer The Board determines the risk appetite of the At the regional level, we employ a boom-up to pages -. Group to ensure that we consider and manage approach, where incidents and trends are appropriately the potential impact of current Medium Climate Similarly to the prior year, climate change is one of our monitored and discussed at regional risk and emerging risks. This aims to increase the term change most significant medium-term emerging risks. Primarily, commiees and Group Executive Commiee likelihood that we achieve our business this relates to the failure to adequately consider and respond meetings (as applicable). Depending on the objectives, and minimise the threat of adverse to the physical and transition risks associated with climate perceived impact and probability of these risks, impacts to our financial and operational change, including the impact on our units such as damage they are escalated to the Group CEO and Deputy performance and prospects. or closure, disruption to our supply chain, increased food Group CEO and CFO through weekly trading security challenges and increased pressure of compliance updates and subsequently to the Group Executive During the year, the Board concluded there with regulatory requirements. and Risk Commiees, as appropriate. Regional were certain risks for which it had a very low risk management closely monitors these risks and appetite, and categorised them as ‘risk-averse’. See pages - for more information on our consideration of periodically updates Group management. These risks included ‘health and food safety, climate risk, its potential impact on the business and its results. information security and stability, compliance Long Structural Consistent with the prior year, from a long-term perspective, with legislation, and liquidity and funding.’ We are term changes to the there may be structural changes to the travel sector driven working to minimise these risks. For certain risks, travel sector by customer behaviour, such as an aversion to air travel due to the Group has a higher risk appetite and classifies its impact on the environment, increased remote working and these as ‘risk willing.’ This category includes greater road travel as adoption of electric vehicles increases. ‘mobilisation of pipeline, expansion of pipeline, These also present opportunities, but otherwise could have benefits realisation from efficiency program, a severe adverse impact on the business. Holiday destinations innovation and development of brand portfolio, could vary dependent on the impact of climate change. and the competitive landscape, changing client behaviours, and client retention.’ These risks See pages - for more information on how we are are directly related to achieving our objective addressing these structural changes and mitigating action. of increasing growth and returns. The remaining Principal Risks are classified as ‘risk moderate’ As above, all these risks are monitored and discussed at senior management level to consider and the Group adopts a balanced approach appropriate mitigations. to risk management. Top down Oversight and leadership of risk management approach SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Risk management and principal risks The Group’s risk management framework Board Overall responsibility for the Group’s system of internal controls and risk management policies. Receives updates on key risk maers including Safety. Audit Commiee –Reviews risk management policies and processes (including as to sustainability and climate-related maers) and financial controls, providing a reasonable basis for the Board to make judgements on an ongoing basis as to the Group’s financial position and prospects. –Receives and reviews detailed risk registers, Control Self-Assessment (CSA) results and internal audit reports. –Assesses the integrity of the Group’s financial reporting, including as to tax compliance and reporting. –Reports to the Board on relevant maers arising (including from internal and external audit reports). Risk Commiee Group Executive Commiee Disclosure Commiee Meets quarterly and operates under the oversight of the Audit Meets monthly and is chaired by the Group CEO. Composed of the Group CEO, Commiee. Chaired by the Deputy Group CEO and CFO and comprises Composed of the Executive Directors and senior management Deputy Group CEO and CFO and General Counsel. various senior management. Aended by Deloie as internal audit. (comprising regional CEOs and functional heads). Meets on an ad hoc basis. –Reviews and updates risk registers, operational risks, –Produces annual budget for Board review and approval. –Identifies information which requires disclosure under the Listing controls and KPIs, including emerging risks. –Reviews budget pursuant to weekly and monthly reports. Rules, Market Abuse Regulations or the DTRs in a timely manner, to –Oversees internal audit process. –Identifies and executes, subject to any necessary Board approvals, ensure that such information is properly considered and that such –Reviews the Group balance sheet. new strategic business opportunities, M&A opportunities and major consideration includes whether the information should be disclosed. –Reviews the Group’s information security protocols. capital expenditure proposals (including new country entry). –Assesses safety management reports and initiatives –Reviews risk assessment, as well as current and future mitigation (including for allergens). activities, and commiee members report on emerging risks and –Reviews internal compliance reports (including ABC, modern opportunities in their area of responsibility. slavery, GDPR) and assesses further actions and controls. –Executive Directors report to Board on financial performance –Receives reports from the Climate Risk Steering Commiee. and key issues as they arise. –Oversees management of climate-related risks and opportunities. Financial Reporting Treasury Commiee Group Investment Commiee –Coordinates the risk management process (updates risk Meets quarterly, is chaired by the Deputy Group CEO and CFO –Reviews and authorises material capital investments and acquisitions. registers, coordinates local registers, assesses risk ratings and and monitors a wide range of treasury maers and activities: –Operates a post-investment review process. documents mitigating controls). –Agrees and implements the Group’s treasury policies. –Conducts meetings with risk owners and consolidates –Oversees the cash forecasting process. local risk registers. –Monitors financial risks including interest rate risk, –With CEO and Deputy Group CEO and CFO, conducts regular foreign exchange risk, liquidity risk. trading, financial and risk reviews to monitor the ongoing –Considers other topical or ad hoc items operations of the Group. (such as lender covenants, and guarantee capacity). –Carries out balance sheet reviews with the local teams. Regional and Country Management –Implements internal control and risk management practices locally and ensures compliance with the Group’s policies and procedures. –Considers, updates and maintains local risk registers and risk maps, including in relation to emerging risks. –Completes the annual CSA process, and proposes and follows up on action points to address any control gaps. –Submits requests for approval of controlled activities, which are reviewed by Group compliance and relevant functional heads. –Works with our outsourced loss prevention analysts to investigate and remedy any queries raised. –Compiles reports and maintains registers as required (e.g. ABC, safety, sustainability and other compliance maers). –Aends Group Risk Commiee where control challenges are identified through CSA/CC or Internal Audit. Internal Audit –Performs a programme of testing a set of key controls based on a continuing assessment of business risks across the Group. –Carries out assurance activities to inform the Board and its commiees of potential risk areas and mitigating controls. –Provides independent third line assurance over the adequacy and effectiveness of the systems of internal control at Group, regional and country level. Boom up Identification, assessment, mitigation and escalation of risks SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Risk management and principal risks Risk : Business environment, geo-political uncertainty and terrorism threat Risk : Availability of labour and wage inflation Trend Trend Executive risk owner Executive risk owner Group CEO, Deputy Group CEO Link to our strategy Country CEOs Link to our strategy Pivoting to high growth markets Pivoting to high growth markets and CFO, Regional CEOs Delivering operational efficiencies Enhancing business capabilities; driving competitive advantage Risk description Risk trend Mitigating factors Risk description Risk trend Mitigating factors The Group operates in the travel During the year, we have The Group monitors the The Group’s revenue relies on Across our markets we have Our People function continues environment where external continued to see inflationary performance of individual the availability of frontline staff seen greater availability of to actively support the factors such as the general pressures across our markets, business units and markets and skilled labour to operate labour than in the previous year, development of strategies economic and geo-political and Central Banks raising regularly. The Executive our units. The hospitality sector when labour constraints were to mitigate labour cost inflation climate, levels of disposable interest rates with the aim of Directors review detailed weekly faces ongoing competition with the key factor limiting our ability across the Group, including income, changing demographics, reducing inflation. These actions and monthly performance, other industries for these to reopen our units, and we introducing incentives to retain and travel paerns could affect have had limited success, covering a range of KPIs, and valuable resources, raising the expect this trend to continue. existing frontline colleagues. passenger numbers and and pressure on customer monitor progress on key risk that the Group may struggle Each business area is customer spending. discretionary spending is likely strategic projects with local to recruit and retain an adequate However, wage inflation monitoring their respective to continue in the short to senior management. We take workforce to run the existing continues apace, with labour markets, both by location and The travel environment is medium term as increased specific short- and medium-term business at full capacity. only available to companies compared to their peers, to vulnerable to acts of terrorism interest rates feed through into actions to address any trading Additionally, there is a risk that willing to match wage demands. ensure we continue to aract or war, outbreaks of pandemic mortgage costs when fixed rate performance issues, and monitor SSP may encounter challenges Governments have responded and retain talent. diseases, or major and extreme deals come to an end. them on an ongoing basis. in recruiting sufficient resources to the global inflationary weather events or natural to support planned growth in environment by increasing Increased use of technology, disasters, which could reduce The Group has experienced Should passenger numbers a timely manner. minimum hourly wages. such as digital ordering and the number of passengers a significant summer peak fall significantly, we can actively Competition from other food payment, along with menu in travel locations. in , with air passenger manage the number of open and beverage operators, hotels, simplification and expanded numbers equivalent to units, as we have successfully bars and restaurants has grab ‘n’ go offerings, has reduced levels in many markets. However, done in recent years. Partly resulted in pressure to increase demands on our colleagues’ this may be reflective of pent-up because of Covid-, a larger wages across the business. time. In the US we have Covid-related demand and may proportion of our unit rents introduced standardised have been funded by savings are now based on passenger kitchens, speeding up meal accumulated during the numbers, providing additional preparation and we are trialling pandemic. It may not continue downside protection in the the use of robots to determine into , especially given the event of a significant prolonged if that could help reduce current economic climate. fall in passenger numbers. demands on colleagues’ time. The business has a range of strategies to minimise inflationary impact, such as menu engineering, pricing, and leveraging its strong relationships with clients and supply chain partners. SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Risk management and principal risks Risk : Supply chain disruption and product cost inflation Trend Executive risk owner Regional CEOs, Chief Procurement Link to our strategy Delivering operational efficiencies Officer Risk description In the medium term, there Risk trend Mitigating factors The Group’s revenue is are several supply chain risks Sourcing menu items has The Group has conducted generated from the supply potentially linked to the become more manageable extensive menu engineering to of menu items to customers, climate agenda: compared to the prior year mitigate the impact of lack of exposing us to both short and the risk of increased costs when supplies were severely availability and rising prices, such • medium-term availability risks due to the introduction disrupted by the war in Ukraine. as substitutions (for example, salad concerning food, beverages, of carbon pricing or carbon However, we are still seeing instead of fries). Post-Covid , and other consumables. There taxation double-digit product cost we manage menus carefully so is also a risk that our margins the risk of legislation that inflation in most regions. we can maintain simplicity in the • may not be sustained due could prohibit the sale of supply chain wherever possible. to product cost inflation. single-use plastic products or We are also facing ongoing products in plastic packaging, inflationary pressure related For most key ingredients in our The Group’s future growth resulting in increased costs to pipeline capital expenditure, markets we have a minimum of projections rely on capital a reduced availability where costs are expected to two suppliers. • expenditure for our secured of climate-sensitive raw exceed initial projections pipeline. This expenditure materials due to the rising included in the investment case We have approached clients is susceptible to inflation risk, frequency of extreme due to inflation in building costs. to secure economic benefits given the time lapse between weather events. to offset increases in build costs, investment case approval SSP is actively working such as additional capital and the actual construction. on meeting its supply chain expenditure contributions, Consequently, the original sustainability targets by our extended lease terms or return on investment may no target deadline. We anticipate rent-free periods. longer be achievable. Certain that there may be increased capital items must be sourced disruption in FY due to For partner-supplied capital from brand partners, which El Niño potentially having a expenditure, long lead time items amplifies availability risk. negative impact on global crop are being pre-ordered well in yields, with a more pronounced advance of unit construction. effect in South America. The business has increased awareness of and is actively planning for the increase in climate-related risks. In the medium term the increased costs from sustainable alternatives will likely decline as the alternatives become the norm, as has already occurred with wooden cutlery. SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Risk management and principal risks Risk : Health and food safety Risk : Information security and stability Trend Trend Executive risk owner Executive risk owner Regional CEOs, Chief People Officer Link to our strategy Chief Digital and Technology Officer Link to our strategy Enhancing business capabilities; Delivering operational efficiencies driving competitive advantage Delivering operational efficiencies Risk description Risk trend Mitigating factors Risk description Risk trend Mitigating factors The preparation of food and Continued focus is necessary The Group has a global safety Cyber security remains The digital landscape poses The expansion of Group maintenance of the Group’s to ensure that all colleagues management programme, a significant risk for SSP, heightened risks for global digital and technology security supply chain necessitate adhere to the highest standards seing minimum standards particularly concerning the companies, including detection and monitoring maintaining high levels of of food safety and the Group’s of health and safety, fire safety potential for unauthorised unauthorised access, the services has been carried out hygiene, temperature control, internal guidelines and and food safety across all its access to our systems through loss of confidential data, across all regions, bolstering the and traceability. Non-compliance processes. In the US, the operations and requiring periodic third-party providers and legacy and potential damage to capabilities for detecting and with food safety laws can FDA has resumed inspections reporting of performance and platforms and systems. The brand image, particularly responding to security incidents. potentially expose the Group to for food manufacturers and incident statistics. Group faces various cyber with an increased exposure significant reputational damage, has visited some of the threats and disruptions. to cyber vulnerabilities. A Privileged Access along with the possibility of Group’s units. In the year we recruited a new There’s a growing trend of Management project is food safety liability claims, Group Director of Safety with A failure to establish and advanced phishing and malware underway to implement financial penalties, and other There is an increasing risk overall responsibility for safety. execute appropriate due threats targeting companies, strong role-based controls for associated issues. of marketing claims, such as Annually, all countries must diligence processes for resulting in operational all SSP systems, particularly ‘healthier’ or ‘more sustainable,’ complete a full self-assessment identifying and addressing setbacks and data loss. for high-privilege users such There is also a risk that being challenged. Given the across all fire, people and security issues internally and as IT administrators. customers or colleagues may ongoing and growing product safety measures. within our supply chain could The presence of legacy incur harm or injury while on expectations in this area, All country operations are lead to reputational damage, devices across the global Multi-Factor Authentication SSP premises. particularly concerning food required to report on all food service disruptions, and data estate increases SSP’s risk (MFA) has been deployed safety, this risk has increased safety incidents (including loss. Since SSP’s core profile. Integrations with globally across the business over the last twelve months. allergens) on a six-monthly operations do not heavily rely third-party partners, also Cyber security awareness basis to the Risk Commiee. on customer data, the primary heighten the risk exposure training has been updated, risks are related to service fo r S SP. along with the Information As part of our procurement-led disruption and potential harm Security Policy. Make or Buy project we are to our reputation. The global nature of our considering whether the food business, adds complexity to safety, contamination and the cyber controls needed to allergens risks can be beer protect SSP from cyber aacks. managed by buying prepared food from third parties. SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Risk management and principal risks Risk : Compliance Risk : Mobilisation of pipeline Trend Trend Executive risk owner Executive risk owner Deputy Group CEO and CFO, General Link to our strategy Regional CEOs Link to our strategy Delivering operational efficiencies Pivoting to high-growth markets Counsel and Company Secretary, Delivering operational efficiencies Regional CEOs Risk description Risk trend Mitigating factors Risk description Risk trend Mitigating factors Failure to effectively manage There is a potential risk of The Group’s Risk Commiee The Group has a substantial As a consequence of Covid- Most countries have highly risks associated with non-compliance with privacy collaborates with the Legal, pipeline of units to design, and with our strong momentum, experienced teams capable compliance concerning relevant laws, especially the General HR, and Supply Chain teams construct, fit out, and open. This the Group’s pipeline of new units of delivering these types legislation and regulatory Data Protection Regulation to oversee activities related process is susceptible to various is significantly higher than the of projects. requirements, including (GDPR). to managing risks, including risks, especially in new locations historical average. In FY, anti-bribery and corruption, those concerning the Modern and markets, including: we are planning high capital Unit mobilisation is a critical modern slavery, local labour The increased regulation of Slavery Act. availability of materials: expenditure. However, focus during trading calls with • laws, privacy, and corporate sustainability-related activities delays can occur due to the aempting to achieve this in country/regional management legislation, may lead to liability, and reporting could lead to Compliance training is now an lack of availability of raw a challenging labour market, teams, and any delays are fines, statutory liability, and disruptions if SSP were found integral part of the new starter materials and essential plant amid high global inflation, monitored. Resources are reputational damage. Health to be in breach of its new plan. Group Legal and HR are and equipment and facing significant delays in redeployed across the Group as and Safety, as well as ESG obligations, potentially reviewing the scope and construction labour and obtaining certain capital items needed. Long lead time items are • regulations, are separately negatively impacting our content of ongoing refresher management availability: from brand partners (such as being ordered well in advance of identified as risks. reputation among shareholders. compliance training. ensuring the recruitment of fryers, ovens and refrigeration) planned unit construction. skilled staff and contractors will present significant Furthermore, the heightened Proposed changes to Reporting on Corporate Tax is essential to plan and short-term challenges. While capital expenditure may regulatory and statutory the controls set out in the Evasion has been incorporated complete the building exceed original budgets due requirements could necessitate introduction of the UK into Anti-Bribery and programmes. Management is striving to build to the global inflationary changes in business practices, Corporate Governance Reform Corruption (ABC) reporting. availability of staff: to modern, sustainable building environment, we are offseing • increase the costs of may have imposed several each unit needs to recruit standards where feasible and these potential increases with compliance, and trigger greater additional obligations on the Readiness planning for the and train team members in agreement with clients. higher contributions from insurance scrutiny and expense. Company and its directors. new UK Corporate Governance before opening. clients or through potential Whilst many of the reporting Reform, supported by Deloie, renegotiations of commercial requirements in relation to commenced during the year. terms, such as extending Audit reform have been contract terms. withdrawn, the Group is This focus on improving controls monitoring the situation. will continue, and the Group has invested in risk, audit, We also face increased governance and compliance litigation risk because of capability to ensure we continue the implementation of the Fair to mature our processes and Labour Standards Act (FLSA), are ready for any forthcoming and potential contractual reform in this area. breaches due to delayed payment of fees resulting in A similar approach will be taken material selements, fines, in preparation for the CSRD penalties and reputational harm. (Corporate Sustainability Reporting Directive). SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Risk management and principal risks Risk : The competition landscape, changing client behaviours Risk : Insufficient senior capability at Group and country level and client retention Trend Trend Executive risk owner Executive risk owner Regional CEOs Link to our strategy Chief People Officer Link to our strategy Pivoting to high-growth markets Enhancing business capabilities; Delivering operational efficiencies driving competitive advantage Risk description Risk trend Mitigating factors Risk description Risk trend Mitigating factors We have changing client Tender activity is well above Regular calls are held between The Group may not have Talent retention remains Group HR is actively evaluating behaviours and requirements levels across the Group, Group and Regional CEOs to sufficient depth of management challenging, and there is always remuneration to ensure that which may adversely impact and building on this strong discuss client relationship plans, or the right capability at a senior a risk that senior management senior staff remain motivated the business and erode profit momentum, our win rate is also brand initiatives, and other key level, particularly in markets may depart. There has been and receive fair compensation. margins. Increased competition above historical levels. We have topics for important locations. where talent retention or a structural shi in the The annual talent planning could result in further pressure continued to meet our retention recruitment is becoming recruitment market post- process, is ongoing and on sales. Growth (and targets, but we are conscious of A ‘contact strategy’ is in place increasingly challenging, to drive Covid-, with many individuals becoming more deeply maintenance of market share) is the increased competition with key relationship contacts through the benefits of strategic leaving the hospitality sector, ingrained in our practices. dependent on the Group’s ability across our markets. at client organisations to change initiatives such as: resulting in significant turnover, to retain existing concession establish and maintain ongoing operational efficiencies retention and recruitment Group HR’s focus is on • contracts and win new The acquisition of the relationships. Business IT developments pressures in the sector. benchmarking internal pay rates • contracts from either new or concessions business of development teams have supporting the growth and against external benchmarks to • existing clients. There may be Midfield Concession succeeded in rent negotiations, development of the business The retention risk has ensure that new talent can be an emerging threat of combined Enterprises, Inc. in the USA underscoring the strength of decreased over the past twelve continuously aracted to work retail and F&B business models. has given us access to new our relationships with clients. The Group may not have months, following a critical in this sector and for SSP. airports, leading to increased sufficient resources to meet period of reopening the participation in tenders or Annual independent client the changing and complex needs business post-Covid- and Specific retention measures extensions in the region. surveys are conducted to gather of an international and growing in line with our strong growth have been implemented for important feedback and insights. business, particularly in areas momentum. The positive high-risk colleagues, and these In countries where we have such as business development, outlook will reduce concerns measures will remain under a high market share, there There is ongoing investment in Legal, People/HR, IT. and lower the likelihood of review. Group HR will monitor key is a risk that position may the brand portfolio and business resignations. In certain senior organisational structure be diluted over time. development teams. jurisdictions, the availability of for the next - months. senior management is improving. While there may be short-term shis in favour of internal brands, expanding our brand portfolio remains a crucial element of our long-term strategy. Reinvestment in sites and activation of previously deferred capital expenditure is taking place following improved liquidity at the Group level. SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Risk management and principal risks Risk : Benefits realisation from efficiency programmes Risk : Sustainability Trend Trend Executive risk owner Executive risk owner Group CEO/Regional CEO Link to our strategy Group CEO, Corporate Affairs Link to our strategy Delivering operational efficiencies Enhancing business capabilities; Director, Chief Procurement Officer driving competitive advantage Risk description Risk trend Mitigating factors Risk description Risk trend Mitigating factors The benefits of efficiency The budget for FY and the Progress against the plans has There is a growing expectation We continue to progress against The Group Executive Commiee programmes (energy costs, approved five-year medium- been consistently tracked on a from various stakeholders, our Sustainability Strategy members act as issue owners labour efficiency, waste and loss, term plan by the Board assume quarterly basis and is led by the including customers, clients, and targets under the themes for their respective areas range and price) are not realised, we realise our efficiency Chief Procurement Officer with brand partners, investors, of Product, Planet and People. (e.g. Procurement, Finance, and the benefit is not seen in programmes, and meeting our regular reporting to the GEC. NGOs, regulators, communities, This is underpinned by clear People, Customer and Regions) our financial results. KPIs depends on the success competitors, colleagues and governance, management and and oversee sustainability of these programmes. The ‘Too Good to Go’ initiative suppliers, for SSP to understand reporting structures. We have activity. The Audit Commiee continues to be launched in new and take action on its key significantly improved the and the Risk Commiee oversee Due to observed inflation in countries to generate sustainability issues and social quality and completeness of the work being completed in both product costs and capital incremental revenue for surplus and environmental impacts. our energy and Scope GHG respect of the TCFD alignment expenditure, the value of the food that would otherwise go to emissions data through and disclosures. The Group efficiency programmes is waste. This app’s use may also Sustainability issues are engagement with our clients Head of Sustainability leads increasing. Consequently, boost revenue during later hours increasingly subject to and landlords to obtain primary the central team and supports several strategies that were of the day, as unit management legislation, including the data. In , our near- and sustainability leads across previously unapproved may may offer a broader range of Streamlined Energy and long-term net-zero targets business functions, regions now be viable due to shorter products, knowing that waste Carbon Reporting (SECR) across all scopes were validated and markets in delivering the payback periods. will be limited. regulations, the Task Force by the Science Based Targets targets. Key processes and for Climate-related Financial initiative (SBTi). controls are in place to manage Additional Group-level Disclosures (TCFD) and the EU’s specific sustainability risks, resources have been dedicated new Corporate Sustainability Our Climate-Risk Steering including policies, audits, training to Procurement, with a strong Reporting Directive (CSRD). Commiee meets monthly and and briefings. We continue to focus on delivering efficiencies. Constant vigilance is required is responsible for monitoring strengthen processes for to stay informed on and respond alignment with TCFD responding to legal disclosure to evolving requirements, recommendations, considering requirements, including SECR. ensuring that we take the the impact of climate-related necessary actions and make risks and opportunities and We regularly benchmark our mandatory disclosures. assessing broader ESG approach against competitors, regulation which may impact our ESG Index ratings and emerging Failing to keep pace with business, such as CSRD and the standards and stakeholder our competitors in this area, Task Force on Nature-related expectations. We continue including our ratings in ESG Financial Disclosures (TNFD). to proactively engage with our (Environmental, Social, and key stakeholders. For example, Governance) Indices, could As a result of the work in , we held a dedicated reduce our competitiveness completed in this area, the ESG briefing for our investors, and market position. overall risk has decreased over including seing out our net-zero the past twelve months. roadmap and sustainable value creation plan. SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Risk management and principal risks Risk : Innovation of brand portfolio & changing customer demands Risk : Merger and acquisition activity Trend Trend Executive risk owner Executive risk owner Chief Customer Officer Link to our strategy Regional CEOs Link to our strategy Delivering operational efficiencies Pivoting to high-growth markets Risk description Risk trend Mitigating factors Risk description Risk trend Mitigating factors The Group’s success is largely SSP own brands require SSP continues to increase The identification, assessment, As we seek to grow the M&A is considered at quarterly dependent upon its ability development to make them its breadth and depth of brand completion and integration of business rapidly in key Risk Commiee and Investment to add to and strengthen its more aractive to customers partners and more bespoke new transaction targets to markets, our M&A activity Commiee meetings. portfolio of proprietary brands and drive profitable sales concepts are being brought to super charge growth in key has increased significantly. and the brands of its franchisors, growth. In the UK, we have market. To improve efficiencies, markets. There is a risk we fail Specific third-party due as well as to innovate and recognised the need to invest we have structured our Group to identify suitable acquisitions, The M&A activity is particularly diligence is undertaken to develop its own brands. in brands such as Upper Crust Customer team on a category assess them inaccurately, or fail important to our growth in the examine reputation risks to strengthen its market basis to deliver best practice to identify risks within the USA, as contract lengths tend to associated with potential position. This risk is elevated for each category, such as acquisition. There is also a risk be long, with low tender activity, partners. by the general inflationary convenience retail. Portfolio that completion and integration meaning that organic growth is environment which is puing reviews, using this category issues arise once deals have harder than in other regions. Detailed operational, financial pressure on pricing. approach, identify brands with been agreed. and legal due diligence is potential for growth as well as During the year, our North undertaken ahead of any Overall, SSP maintains a those we plan not to renew. American business completed acquisition and integration strong brand portfolio, which the acquisition of the is planned and resourced it continues to reinforce and Negotiations for new and concessions business of Midfield for in advance. expand. However, we have renewed brand partnerships Concession Enterprises, Inc, and a lot of ‘tail brands’, including target favourable terms to we have been integrating the The Group is experienced in regions such as Asia Pacific, support tender winning bids. business since then. In addition, at running M&A activity resulting in complexity and The negotiations seek to we have acquired the right to and has a track record of potential inefficiencies. increase controllable spend develop the Pret A Manger successfully identifying and on supply chain, adapt operating brand in Switzerland. completing transactions. models and menus for travel and incorporate technology where We also considered a number of favourable to do so. other acquisition opportunities during the year. The Group has continued to strengthen the Customer & Business Development teams to provide more support in our regions including insights, digital, brand development & brand portfolio optimisation. SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Risk management and principal risks Risk : Expansion into new markets Trend Executive risk owner Regional CEOs, General Counsel & Link to our strategy Pivoting to high-growth markets Company Secretary Risk description Risk trend Mitigating factors Our strategy involves expansion This risk has increased New markets is discussed at in high growth markets, in compared to the prior year as quarterly Risk Commiee and particular the North America, we actively enter new markets Investment Committee meetings. APAC and EEME. Political and and new verticals such as retail. economic conditions are Specific third-party due unpredictable, creating We continue to apply our diligence is undertaken to additional commercial and strategy of working with examine reputation risks reputational risks. Additional joint venture partners, which associated with potential support from business reduces the risk of entering partners. development, legal or HR new markets. functions may be required, which Additional legal support may not be resourced in line with In the year we have entered the has been recruited to service our expansion plans. Identifying Icelandic and Italian markets. business growth activities and agreeing terms with local and ensure compliance. joint venture partners in new countries can be challenging, As SSP expands into new given local cultural differences territories there will be an and legal requirements. ongoing focus on integration of new businesses into the wider SSP Group (i.e. systems, processes, resources and disciplines). JV partners are oen used to provide local support and infrastructure. SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements which the rollout of the Group’s secured new Assessment of viability As a result, the Directors place a high degree Viability statement business pipeline is expected to be completed. For , the Directors have reviewed a base case of importance on maintaining an effective This three-year period also aligns to the Group’s scenario which is based on the Board-approved Group-wide risk management framework, annual strategic review exercise conducted within Budget. With revenue having recovered which ensures a disciplined approach to risk taking. the business and reviewed by the Board. to above levels during , the base case Such an approach ensures that the upside potential scenario for reflects an expectation of a of all relevant risks is understood and capitalised The assessment process further strong year-on-year improvement in upon as directed by the Board, whilst the downside The Directors perform an assessment of the revenue in most of our key markets. By , is appropriately mitigated. The Group’s risk Group’s prospects through its annual strategic the forecast assumes that like-for-like sales and management process and its effectiveness and financial planning process. This process is operating profits continue to grow strongly, thereof are detailed on pages -. led by the CEO and the Deputy CEO and CFO in supplemented by the ongoing mobilisation of our conjunction with the Executive Commiee and secured new business pipeline. By , alongside The Directors have also performed a robust the country management teams. The results of the ongoing recovery in passenger numbers, the assessment of the Group’s emerging and principal the assessment are then summarised within the net gains secured but as yet unopened at the end risks, which can be found on pages -. The risks SSP Group’s operations are managed on a regional strategic plan (the Medium Term Plan or ‘MTP’), of the financial year are expected to add are listed in order of priority. The risk descriptions basis and are primarily focused on the airport and which is discussed and approved by the Board approximately m to annualised revenue. explain why the related risks are important, and railway station food and beverage sales markets. annually. The most recent MTP, which included the Directors believe that the corresponding As detailed on pages - (‘Understanding our detailed forecasts for the period from With some uncertainty surrounding the economic mitigating factors adequately address each risk, market’), the markets in which we operate benefit to , was approved in July . and geo-political environment over the next twelve such that any residual risk falls within the Board’s from a number of long-term structural growth months, as well as the ongoing impact from Covid-, risk tolerance. drivers and we are confident that this will remain In conjunction with the MTP, the Directors have a downside scenario has also been modelled, the case looking forward. Our business model is assessed the prospects of the Group by reference applying severe but plausible assumptions to the Governance and Assurance focused on meeting the food and beverage needs to its current financial position, its recent and base case. This downside scenario reflects a very As noted above, the Board reviews and approves of our clients and customers in the complex and historical financial performance, its business pessimistic view of the travel markets for the the medium-term plan on which this Viability challenging environments in which we operate. As model and strategy, and the principal risks and next twelve months, assuming sales that are Statement is based. The Board also considers the explained further on page , SSP has a number of mitigating factors described on the preceding approximately lower compared to levels period over which it should make its assessment of competitive advantages that we believe place us in pages. The Board regularly reviews financial than in the base case scenario. In and , prospects and the Viability statement. The Audit a strong position to capitalise on the future growth headroom and cash flow projections to ensure revenue is also assumed to be lower in the Commiee supports the Board in performing this in our markets. that the business retains sufficient liquidity downside scenario by approximately review. Details of the Audit Commiee’s activity in to meet its liabilities in full as they fall due. compared to the base case. relation to the Viability statement is set out in the The UK Corporate Governance Code requires that Audit Commiee report on pages -. the Board issue a Viability Statement confirming At September , the Group had c.m In both the base case and the downside case the that it has a reasonable expectation that the outstanding under its borrowing arrangements Group would continue to have sufficient liquidity Viability statement Company can operate and meet its liabilities for and c.m of available liquidity, including cash headroom based on the cash and available facilities Aer reviewing the current liquidity position, the foreseeable future. The Board is required to of c.m. The gross borrowings include as described above. financial forecasts and considering the assess this viability over a period of greater than US Private Placement notes of c.m with uncertainties described above, the Directors have twelve months, taking into account a number of maturities between October and July Following its exit from the Rights issue waiver a reasonable expectation that the Group will be key factors, including its principal markets, its and drawn bank facilities totalling approximately period in May , the Group must comply with able to continue in operation and meet its liabilities business model and its strategy as outlined above, m. These bank facilities, which include a covenants testing leverage (maximum . times) as they fall due over the three-year period of their together with its current position and principal commied undrawn revolving credit facility of and interest cover (minimum . times), each assessment to September . risks and uncertainties. m, have a maturity date of July , and tested biannually at the half year and year end. therefore beyond the period of assessment. In both its base case and its severe but plausible Going concern The Directors have assessed the Group’s downside case, the Group would have headroom As a consequence of the work performed prospects and viability over a planning cycle Based on the Group’s financing and available against each of these covenant tests at all testing to support the viability statement above, the ending in . The Directors believe that forward liquidity, the Directors have reviewed the financial dates during the period of assessment. Directors also considered it appropriate to adopt planning over this time horizon is appropriate, forecasts and funding requirements looking the going concern basis in preparing the financial particularly as this period encompasses what forward. Their assessment of viability is In addition to the uncertainty posed by the current statements and notes which are shown on is anticipated to be a full recovery in passenger outlined below. macro-economic and geo-political environment, pages -. numbers across our principal markets following the Directors recognise that other risks exist which the impact of Covid-, and covers the period in could have an impact on the viability of the Group. SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Policies, guidance and standards which govern our approach Additional information Non-financial Environmental Environment, Sourcing and Farm Animal Welfare Policy – sets out our approach to protecting Strategic priorities, Sustainability • • and sustainability maers the environment, sourcing our ingredients and products responsibly and sustainably, and supporting – page (including the animal welfare. Our journey to net zero – pages - • information statement impact of the Supplier Code of Conduct – sets out the minimum standards we expect of our contracted suppliers, Stakeholder engagement • • Company’s covering human rights, product quality and food safety, environmental sustainability, farm animal – pages - business on the welfare and business integrity. TCFD – pages - • environment) Speak Up Policy – sets out how concerns about suspected wrongdoing or dangers at work can be raised, Key Board activities – pages - • • how they will be investigated and protection and support for whistleblowers. Sustainability Report – SSP website • Employees Colleague Code of Conduct – sets out the principles and standards that are expected of all colleagues Strategy – pages - • • regardless of where they work. Non-financial KPIs – page • Group Diversity, Equity and Inclusion (DE&I) Policy – sets out our commitment to encouraging Stakeholder engagement • • diversity, equity and inclusion among our workforce, our partners and across the communities in which – pages - we serve, eliminating unlawful discrimination. Corporate Governance Report • In accordance with the requirements of Global Safety Policy – describes our commitment to managing safety across our global operations – pages - • section CA and CB of the Companies and sets out our Global Safety Standard and responsibilities. Risk Management Framework • Speak Up Policy – pages - Act , the table opposite sets out where • Data Privacy Strategy – For each of our markets in the UK and European Union we have Data Retention Directors’ Report – pages - stakeholders can find information relating • • and Privacy Policies in accordance with the EU General Data Protection Regulation (GDPR). Sustainability Report – SSP website to non-financial and sustainability maers. • Social Maers Community Engagement Policy – sets out our intent to make the communities in which we work beer Strategy – pages - • • places to live and do business, and to support local communities for their mutual benefit. Stakeholder engagement Our Sustainability Report provides further • Data Privacy Strategy – pages - disclosure on environmental and social maers, • Supplier Code of Conduct Sustainability Report – SSP website including descriptions of key policies on pages • • - and an example of our human rights due Respect for Human Rights Policy – sets out our minimum global standards for protecting human rights. Strategy – pages - • • diligence processes for our suppliers on page . human rights DE&I Policy Stakeholder engagement • • Supplier Code of Conduct – pages - • Speak Up Policy Nomination Commiee Report Further information, including links to our key • • Modern Slavery Statement – sets out the steps we have taken to prevent modern slavery – pages - policies, can also be found on our website at • in our business and supply chains Sustainability Report – SSP website • www.foodtravelexperts.com. Anti-corruption Anti-Bribery and Anti-Corruption Policy – sets out our policy against bribery and other corrupt Suppliers – page • • and anti-bribery practices and the standards and procedures required to ensure compliance with the policy Risk Management – pages - • and prevention of and all relevant laws in the countries in which the Group conducts business. Corporate Governance Report: culture • facilitation of tax Colleague Code of Conduct – pages - • evasion maers Speak Up Policy Audit Commiee Report • • Prevention of facilitation of Tax Evasion Policy – sets out our policy against tax evasion – pages - • and the procedures required for policy and legal compliance Description of principal risks Description of our business model Climate-related financial disclosures and impact of business activity and non-financial KPIs Our journey to net zero – pages - • Risk Management – pages - Business model – pages - TCFD – pages - • • • Principal risks – pages - Strategy – - Governance framework – page • • • Business model – pages - KPIs – pages - Sustainability Report – SSP website • • • The Strategic Report, as set out on pages -, has been approved by the Board and signed on its behalf by: Fiona Scaergood Group General Counsel and Company Secretary December SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Cpe rnce Corporate governance report Leer from the Chair Compliance with the UK Corporate Governance Code Board at a glance Board of Directors Group Executive Commiee Governance framework Division of responsibilities Board leadership and our purpose Culture A message from our ENED Nomination Committee report Audit Commiee report Directors’ remuneration report Annual report on remuneration Directors’ remuneration policy Directors’ report Directors’ responsibility statement SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Leer from the Chair We’re focused on embedding the highest governance standards throughout the organisation. Dear Shareholder, The Board has visited sites in each of our four Commiee, we approved the reappointments Corporate Governance Reform Last year, following the appointment of our Group reporting regions: Ireland, India, the USA, and of Tim Lodge and Judy Vezmar for a second We remain fully commied to open and CEO, Patrick Coveney, we refreshed our strategy, Norway, gaining local insights and firsthand three-year term and welcomed two new transparent reporting, and while a number of the providing us with a clear roadmap that guides us experience which allow us to beer understand appointments to our Group Executive Commiee. new reporting regulations have been withdrawn, towards fulfilling our purpose. has been the operations, challenges, and opportunities the Audit Commiee has focused this year on marked by significant progress and momentum, in our diverse markets. Here, we had the Diversity, Equity & Inclusion ensuring we have the right processes, practices as we remain dedicated to fulfilling our purpose. opportunity to connect with colleagues in our Diversity is a key tenet of the Board’s approach and policies in place to ensure we continue to units and local leadership teams, as well as with to governance, both on the Board, in senior maintain a robust and effective system of controls. With a refreshed Board in place, this year we’ve clients and brand and joint venture partners. leadership and throughout the Group with one of More information is on pages -. focused on embedding the highest governance We are then able to take these insights back our core values being a place where everyone can standards throughout the organisation. into our decision-making in the Boardroom. fulfil their potential and having a diverse, inclusive Alignment of remuneration structures Through robust policies, procedures, and controls, culture where everyone is welcomed. Our Remuneration Commiee also plays a crucial we can ensure we maintain a culture founded on Judy Vezmar, our designated Non-Executive role in ensuring our high governance standards are transparency, accountability, and ethical practices Director for workforce engagement, has also We are pleased to report that our Board has embedded, aligning executive pay with delivery across all levels and all regions. undertaken more engagements this year, holding exceeded the diversity recommendations in the of our strategic goals, and we are seeking renewal numerous listening sessions with colleagues from Parker Review, the FTSE Women Leaders of our Directors’ Remuneration Policy at the Listening to our stakeholders different levels within the Group. These sessions Review and the targets outlined within the Listing AGM. More information is on pages -. We continue to recognise the importance of have served as a platform for dialogue where Rules. We know we still have more to do in this engaging with, and considering the interests of, ideas, concerns, and suggestions are shared area and diversity is high on our agenda as we I am pleased to now present the following all our stakeholders and, this year, our Board and freely. One area of particular focus during listening remain commied to ensuring we have a Corporate Governance Report and look forward senior management have further elevated our sessions this year has been diversity and inclusion. workforce that reflects both the communities in to building on our solid governance framework programme of comprehensive stakeholder You can read more on pages -. which we operate and the stakeholders we serve. to support our business in delivering its purpose. interaction; listening, learning, and responding to the diverse voices that shape our journey. Beyond Skills and succession planning A particular focus of the Nomination Commiee the Board, we’ve increased our investor relations This year the Nomination Commiee continued this year has been in supporting the development activities, spent more time with our clients to monitor the composition, skills and tenure of of a diverse pipeline of talent through our senior including through client workshops and developed our Board and Commiees to ensure effective leadership population, and to support this aim Mike Clasper collaborative initiatives with our brand and joint management of our agreed succession plans and, the Board considered a new future talent strategy. Chair of the Board venture partners. on the recommendation of our Nomination More information can be found on page . December SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Principle More information Compliance with Board leadership and Company purpose A Effective and entrepreneurial Board Pages , - and - the UK Corporate The Board’s overarching role is to promote SSP’s long-term sustainable B Purpose, values, strategy and culture Page -, -, - success, to generate value for shareholders and contribute to wider society. Governance Code C Resources and controls Pages - and - In doing so, a key focus is the development, promotion and monitoring D Stakeholder engagement Pages -, - of a culture throughout the organisation, which is aligned to our purpose, and - values and strategy. E Workforce policies and practices Pages - and - Division of responsibilities F Role of the Chair Page The Board has a clear division of responsibilities between the leadership G Independence and division Pages and -, of the Board and executive leadership of the business. Commiee terms of responsibilities of reference determine the authority of each of the Board’s Commiees. H Non-Executive Directors Page -, and - The Board believes that good governance is Governance arrangements are in place to ensure that the Board and I How the Board operates Page , key to driving our performance, and to delivering Directors can meet their obligations under the Code. long-term sustainable success for the Company Composition, succession and evaluation J Appointments and succession planning Pages - and for our stakeholders. This Corporate The Board, with the support of the Nomination Commiee, conducts Governance Report (which forms part of the K Composition of the Board Pages - and - regular reviews of its composition (and that of its Commiees) and leads Directors’ Report), together with the Strategic L Board evaluation Pages - the process for appointments to ensure plans are in place for orderly Report (pages -), describe how the Board has succession to both the Board and the Executive Commiee. applied the main principles of good governance set out in the UK Corporate Governance Code The Board undertakes an annual review of its effectiveness and that (the ‘Code’) during the year under review. of its Commiees and individual Directors to ensure that the Board The Code can be found on the Financial Reporting and its members continue to contribute effectively. Council’s website: www.frc.org.uk. Audit, risk and internal control M Effective internal and external Pages - The Board confirms that the Company has The Board, supported by the Audit Commiee, is responsible audit functions applied the principles of, and complied with, for establishing appropriate risk management and internal control N Fair, balanced and understandable Pages - and the provisions of the Code throughout the year procedures to ensure that the Group is appropriately managed and assessment ended September with the exception that risks are appropriately identified and mitigated in the context O Internal controls and risk management Pages - and - of provision , for which it was non-compliant of the business as a whole. until December . Remuneration P Alignment of remuneration with Pages -, - The Board, supported by the Remuneration Commiee, ensures that strategy, purpose and values and Provision relates to the alignment of Executive the remuneration policies and practices are designed to support strategy Q Remuneration policy Pages and - Director pension contributions to the workforce. and promote long-term sustainable success. This was considered by the Remuneration R Independent judgment, discretion Pages - and - Commiee in FY and contributions for the and performance outcomes Executive remuneration is set in alignment with our purpose and values Deputy Group CEO & CFO were aligned to the and is clearly linked to the successful delivery of our long-term strategy. pension contributions to our UK colleagues with effect from December For information required in the Corporate Governance Statement under Rule .. of the Disclosure Guidance and Transparency Rules, see the Directors’ Report on pages -. The Board is aware of the forthcoming changes to the corporate governance regime and will be keeping this under review. SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Our Board at a glance MeetingaendanceBoardskillsandexperience Number of Number of meetings Board members with Director Date appointed aended Experience relevant experience Mike Clasper November / Executive and strategic leadership / Patrick Coveney March / Financial accounting, corporate finance / Ref Jonathan Davies June / Consumer/retail / Carolyn Bradley October / Food and beverage / Tim Lodge October / Bod place Judy Vezmar August / Travel/airports/rail / Apurvi Sheth January / International experience / Kelly Kuhn January / HR/People / Governance / Risk and compliance (including Health and Safety) / IT/Digital / Board composition Board Sustainability (including climate and diversity) / Independence Mergers and acquisitions / Gender diversity Gender diversity in senior Board positions Male Male Female Female Independent Directors’ Tenure Chair, CEO, CFO or SID Chair (Independent on appointment) Carolyn Bradley (SID, Rem Chair) Mike Clasper (Chair) Ethnic diversity Nationality Judy Vezmar (ENED) Tim Lodge (Audit Chair) White British Executive Directors Indian American Kelly Kuhn Irish Singaporean Apurvi Sheth Expired Expected term ( years) Maximum term ( years) Independent More information about our Directors is on pages -. More information on our Board composition, skills and succession plans is on page -. Non-Executive Directors SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements A Audit Commiee Board of Directors R Remuneration Commiee N Nomination Commiee Our Board brings a diverse range of experience, skills and background to the Group’s Chair decision-making. All Board members have considerable leadership experience at global businesses and institutions. Our Board members’ biographies demonstrate the contribution each Director makes to the Board and the continued development and delivery of our strategic priorities. Mike Clasper CBE Patrick Coveney Jonathan Davies Carolyn Bradley Chair Group CEO Deputy Group CEO and CFO Senior Independent Nationality: British Nationality: Irish Nationality: British Non-Executive Director (SID) Date of Appointment: Date of appointment: Date of appointment: Nationality: British November as a March as CFO and Non-Executive Director September as Date of appointment: and February Deputy Group CEO & CFO October as a as Chair Non-Executive Director and February as SID N A R N Key skills and contribution Key skills and contribution Key skills and contribution Key skills and contribution Mike is a highly capable industry leader with extensive Patrick is a strong and strategic leader with extensive Jonathan’s three decades working in retail and FMCG Carolyn’s extensive experience in executive and sector experience, and his expertise in the airport and industry knowledge. He spent years as CEO at leading companies brings extensive financial, strategic, and non-executive marketing and retail roles brings a strong aviation services industries has proven especially valuable. convenience food producer Greencore Group plc, as well commercial experience to the Board. Jonathan’s tenure consumer emphasis to the Board. Over the year, she has He believes high corporate governance standards are vital as holding non-executive positions at various food and of nearly years at SSP gives him a deep knowledge continued to drive the focus on stakeholder interests for a well-run, successful board and business, and that beverage companies. Through his executive career, Patrick of the business which is complemented by his external through her role as Senior Independent Director and our Board should lead by example in driving culture. has demonstrated a strong track record of delivering non-executive experience. This, together with his capital Remuneration Commiee Chair. As Senior Independent With a CBE for services to the environment, ensuring SSP’s sustainable long-term growth. Patrick’s combination of markets experience, enables him to provide clear financial, Director, Carolyn provides strong support to the Chair continued sustainability is of utmost importance to Mike. strong communication skills, business acumen and a deep operational, and strategic oversight to SSP in implementing in the development and review of the Board. His leadership and business insights have been critical in understanding of what companies need to deliver for our strategy. This expertise continues to be vital to the guiding and building the Board and supporting the business stakeholders make him well-placed to lead SSP in the next Group as it has rebounded from the pandemic and entered External appointments as it has emerged from the Covid- recovery phase with phase of growth. His external non-executive role augments a new phase of successful organic growth. Non-Executive Director at Majid Al Fuaim Retail LLC refreshed strategic priorities. his strong board-level experience. and The Mentoring Foundation, Chair of TheWorks.co.uk plc External appointments and Advisory Board member of Cambridge Judge External appointments External appointments Senior Independent Director and Chair of the Audit Business School. Chair of Bioss International Ltd, Trustee of Heart Cells Non-executive director of OFI Group Limited. Commiee of Assura plc. Foundation, Advisory Board member for Arora International Previous experience and member of The Vice Chancellor’s Circle at the Previous experience Previous experience Carolyn spent over years at Tesco, in various operating, University of Sunderland. Patrick spent years as Group CEO of Greencore Jonathan began his career in Unilever plc’s management commercial and marketing roles. She was also formerly Group plc, having joined in as CFO. Prior to this, development programme before joining OC&C as a start-up, a Non-Executive Director of Legal & General Group plc, Previous experience he spent nine years at McKinsey & Company in Europe and where he was part of its rapid growth and development to Senior Independent Director at Marston’s plc and Trustee Mike was formerly CEO at BAA plc, Operational Managing North America, laerly as Managing Partner for Ireland. become a leading international consulting firm. Jonathan and Deputy Chair at Cancer Research UK. Carolyn stepped Director at Terra Firma Capital Partners Limited, and held Patrick was previously Non-Executive Director at Glanbia then spent nine years at Safeway plc (with five years on down from her former position as Non-Executive Director various senior management roles at Procter & Gamble. plc, Chair of Core Media and President of the Institute of the Executive Board as Finance Director). at B&M European Value Retail SA in July . He was also formerly the Chair of Coats Group plc, Grocers and Distributors, as well as spending four years HM Revenue & Customs and Which? Limited, and Senior as the Chair of Commercial Board for Munster Rugby. Independent Director of Serco Group plc and ITV plc. SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Board of Directors A Audit Commiee R Remuneration Commiee N Nomination Commiee Chair Tim Lodge Judy Vezmar Kelly Kuhn Apurvi Sheth Independent Independent Non-Executive Independent Non-Executive Independent Non-Executive Non-Executive Director Director, Designated NED for Director Director Nationality: British Workforce Engagement Nationality: American Nationality: Singaporean Nationality: American Date of appointment: Date of appointment: Date of appointment: October Date of appointment: January January August A N R N A N R N Key skills and contribution Key skills and contribution Key skills and contribution Key skills and contribution Tim is an experienced former public company CFO Judy has extensive knowledge of running complex Kelly brings substantial business experience from her Apurvi has extensive executive experience spanning with a strong financial, accounting and audit commiee international businesses, bringing significant expertise executive roles in the travel sector. She combines more than years across international food and beverage background. He has significant international commercial to the Board in the field of data and analytics, which in international P&L expertise with commercial acumen companies. Having spent the majority of her career in India experience in businesses with complex global operations turn supports the Board in its continued investment in and a strong consumer focus. Kelly’s extensive experience and Southeast Asia, she has strong knowledge of the and supply chains in the food and beverage sector. Tim’s technology and automation. Judy’s strong people focus in customer engagement across multiple markets is a region and emerging markets where she has broad recent and relevant financial knowledge and experience is the foundation for her role as Designated Non-Executive valuable addition to the Board as it continues to deepen its M&A experience, providing great insight for our growth along with his considerable insight on risk, controls and Director for Workforce Engagement, where she supports relationships with stakeholders. Kelly’s strong background ambitions. Apurvi’s breadth of executive experience, business transformation projects position him well to the Board in promoting the employee voice in the boardroom in executive sponsorship of responsible business efforts, born out of her accounting and commerce background, promote our strategic and financial resilience, while and cascading the Company’s culture from the Board including environmental and DE&I, supports the Board and focus on innovation and value creation complement creating shareholder value. throughout the business. as it embeds its sustainability and people strategies. the Board’s existing skills and experience as it looks to deliver on its strategy and purpose. Apurvi has a Marketing External appointments External appointments External appointments Specialism in her MBA and is also passionate about the Non-Executive Director and Chair of the Audit Commiee Non-Executive Director and Chair of the Remuneration Non-Executive Director and Chair of the Remuneration DE&I agenda and is a leader of Women’s forums and a of Serco Group plc and Senior Independent Director at Commiee of Ascential plc. Founding investor and advisor Commiee of ISS A/S. Advisor to CWT (formerly Carlson trainer in a local talent organisation. Arco Limited. Director of An African Canvas (UK) Limited, to Gypsy Bean Coffee Roasters in the USA. Wagonlit Travel) and the McChrystal Group. Advisory Board Trustee of Gambia School Support, and Chair of the Member of WINiT and a member of various other networks External appointments Management Commiee of The Worshipful Company Previous experience which promote women in the travel sector, and diversity. Non-Executive Director at Intertek plc. Strategic Advisor of Cordwainers. Judy was previously CEO of LexisNexis International. Prior to various companies in Southeast Asia and India, across to that, she held several executive leadership roles within Previous experience a wide range of sectors including food and beverage, retail Previous experience the Xerox Corporation in the USA and Europe. Judy has also Kelly spent + years in various roles at CWT, including and technology. Tim spent years at Tate & Lyle plc in various finance been a Non-Executive Director of Rightmove plc, serving as Executive Vice President and Chief Customer Officer, roles, including six years as CFO. He subsequently held CFO on its Nomination, Audit and Remuneration Commiees. President of the EMEA and Asia Pacific businesses, and Previous experience roles with the COFCO International group. Tim has also President for the company’s Military & Government division. Apurvi spent years in various roles at Diageo plc including been a Non-Executive Director and Audit Commiee Chair She also served as President and Chief Operating Officer Managing Director, Southeast Asia. She has also served at Aryzta AG. at both Navigant International and Arrington Travel Center as Marketing Director, APAC at PepsiCo International, before they were acquired by CWT and was previously a Marketing Director of India at Coca-Cola and held various Non-Executive Director at LaSalle Hotel Properties. roles at Nestle SA. Apurvi previously served as a Non-Executive Director of Heineken Malaysia BHD. SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Group Executive Commiee Michael Svagdis Kari Daniels CEO America CEO UK & Ireland The Group Executive Commiee is responsible for our day-to-day management and ensures all Board decisions are implemented effectively, including the Group strategy. The Group Executive Commiee identifies and executes strategic opportunities and regularly reviews our operational performance and strategic direction. Michael is CEO of SSP America (covering the USA, Canada Kari is CEO of UK & Ireland. She joined SSP and the Group Patrick Coveney and South America). With years of experience in the Executive Commiee in January . Group CEO food and beverage industry and having joined SSP in , Michael leads a talented team driven by a passion for Kari has a track record of driving performance in both bringing cool, authentic restaurants to airports that retail and branded FMCG businesses. She spent more reflect a taste of place. than years at Tesco where she held the role of CEO of Tesco Ireland for four years and spent three years as Prior to SSP, Michael held various management and UK Commercial Director. Prior to Tesco, Kari held marketing leadership roles at Compass Group plc, Eurest and and leadership positions at SC Johnson, Wella and Jonathan Davies Morrison Healthcare. Superdrug. Kari is a member of the WiHTL Advisory Board Deputy Group and of the Policy Issues Council at IGD. She also currently CEO and CFO serves as a Non-Executive Director at Topps Tiles plc. . Read Patrick and Jonathan’s biographies on page of this report. Jeremy Fennell Mark Angela Jonathan Robinson CEO Continental Europe Chief Business Development CEO Asia Pacific and Strategy Officer, CEO India and EEME Jeremy is CEO of Continental Europe, covering the Nordics, Mark is the Chief Business Development and Strategy Jonathan is CEO of Asia Pacific. He joined SSP in April Frabel, DACH and Spain. He joined SSP in July as CEO Officer and CEO of India and EEME. In this central role, as Group Business Development Director. He moved to of the Nordics region, taking on responsibility for Frabel, Mark leads the evaluation of new markets, corporate Hong Kong in March as Chief Development Officer, Asia DACH and Spain in July . development activities and drives strategy development. Pacific before taking up his current role in February . Mark joined SSP in February as CEO UK & Ireland, Previously, Jeremy spent over years at Dixons Carphone, moving to Group CCO in , CEO Asia Pacific in Jonathan began his career in commercial development including four years as MD of Carphone Warehouse and and then his current role in . in Sainsbury’s before spending over years in WHSmith had responsibility for the international airport chain Dixons in various roles including Business Development Director Travel. Prior to this, Jeremy led the Dixons eCommerce Mark began his career at Schroders before moving to ICI and General Manager Qatar. business, developing a multichannel offer at Currys. Jeremy (now Astra-Zeneca) and Colgate-Palmolive in a variety of gained experience working in the Nordics as Category marketing and management positions. Mark then joined Director of market leader Elkjøp (with + stores across Greene King as Managing Director before spending four the Nordics and Iceland). years as CEO of PizzaExpress. SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Group Executive Commiee Miles Collins Sarah John Angela Moores Fiona Scaergood Director of Group Finance Corporate Affairs Director Chief Customer Officer Group General Counsel and Company Secretary Miles is responsible for the Group Finance function, Sarah is the Corporate Affairs Director, with overall Angela is the Chief Customer Officer. She joined SSP in As General Counsel and Company Secretary, Fiona leads overseeing the Group’s financial reporting, planning and responsibility for Communications, Sustainability and as UK Commercial Director, before moving to Group the legal, company secretarial and compliance function. analysis and investment appraisal. He joined SSP in Investor Relations. Sarah joined the business in Commercial Development Director with responsibility She joined SSP in and has been in her current role and has gained extensive experience of the business as Director of Investor Relations and joined the Group for rolling-out best practice initiatives across the business. since February . Fiona is an experienced solicitor and through his roles in Group Finance and as CFO of the Executive Commiee in . Sarah is the executive Angela rejoined the UK team as UK and Group Commercial governance leader with more than years’ international UK division. sponsor of our Global Women’s Leadership Network. and Marketing Director before taking up her current role experience advising both listed and private companies in . Angela is the executive sponsor of our across a broad range of sectors. She has significant Miles began his career at Arthur Andersen, before moving Prior to joining SSP, Sarah was Director of Strategy and Menopause Network. experience in strategic M&A, joint ventures and into food retail with Safeway plc, where he worked from Corporate Affairs for Compass Group PLC from until corporate governance. to in a variety of finance roles. He then spent . She has also held positions at ABN AMRO, including Prior to SSP, Angela held Commercial Directorships two years as Group Financial Controller of Lastminute.com. as Head of Equity Research, Dresdner Kleinwort at PizzaExpress and Greene King PLC. Prior to joining SSP, Fiona held senior corporate finance Wassterstein and Price Waterhouse Coopers. legal roles at Travers Smith LLP and Herbert Smith Freehills LLP (Sydney). Fiona is the executive sponsor of our recently established Neurodiversity and Disability Network. Mark Smith Sukh Tiwana GEC tenure Chief Digital and Technology Chief Procurement Officer Officer + years - years - years - years Mark is Chief Digital and Technology Officer. He joined SSP Sukh is Chief Procurement Officer with over years of Group in February as Group CIO. He is responsible for experience. In , he was appointed Group Commercial the Group’s digital strategy and implementation of digital Director, responsible for purchasing, supply chain and and technology solutions. Mark is the executive sponsor leading Group-wide commercial negotiations. Sukh was of our Women in Tech initiative. appointed Chief Procurement Officer in and is also the co-chair of our Group Inclusion Council and chair of Mark spent years at Accenture, working with clients such the SSP Foundation. as Selfridges, Dixons, Argos and Sainsbury’s. He then moved to M&S as Head of HR Transformation before working at Sukh started his career with various finance and Tesco as CIO – Asia, with responsibility for technology purchasing roles at Granada Group and, following its across , stores across five countries. merger with Compass Group, was appointed Managing Director of Compass Purchasing. SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Governance framework Board of Directors The role of the Board is to promote our long-term success by seing a clear purpose and strategy for delivering long-term sustainable value for our stakeholders. It sets the governance and culture of the Group and has ultimate responsibility for its management, direction and performance. Determines our strategic development and oversees the implementation Monitors our culture and ensures that workforce policies and practices Maintains our risk management and internal control systems, including • • • of the strategy. are consistent with our values. oversight of cyber risk and approval of cyber security procedures. Establishes and promotes our purpose, values and strategy. Ensures we understand and meet our obligations to our stakeholders. Sets our sustainability strategy and monitors performance against targets. • • • Board Commiees To maximise its effectiveness and ensure sufficient time and aention can be devoted to all key maers, the Board delegates certain responsibilities to three main Commiees, each comprised of independent directors. The Commiee reports back to the Board at each meeting on their discussions, decisions and recommendations. Nomination Commiee Audit Commiee Remuneration Commiee Reviews the Board’s structure, size and composition. Monitors the integrity of financial reporting. Sets the Executive remuneration policy. • • • Leads the search and selection process for new directors Reviews and advises on internal controls and risk management systems. Ensures the policy aligns with strategy and culture. • • • and succession planning. Oversees external and internal audit function. Reviews workforce remuneration policies. • • Monitors diversity and inclusion. • Evaluates the effectiveness of the Board. • Group Executive Commiee Maers not specifically reserved to the Board and its Commiees under their terms of reference, or for shareholders in General Meeting, are delegated to the Group CEO who is supported by the Group Executive Commiee. The Group CEO then reports back to the Board on activity carried out by the Group Executive Commiee. Operational Commiees Risk Commiee Investment Commiee Treasury Commiee Disclosure Commiee Reviews and advises on the risk Oversees SSP’s investment objectives. Agrees and implements the Group’s treasury policies. Oversees the disclosure of market sensitive • • • • and control environment. Manages and implements SSP’s investment policies. Oversees the Group’s treasury activities. information and other public announcements. • • Ensures operation of a robust and effective Conducts post-investment reviews. • • risk management and assurance framework. Sustainability Steering Commiee Group Inclusion Council Group Safety Commiee Climate Risk Steering Commiee Oversees delivery of the Group’s Sustainability Oversees delivery of the Group’s DE&I policy Oversees delivery of the Group’s Safety Policy Oversees alignment with TCFD recommendations. • • • • Strategy and targets. and framework. and framework. Considers the impact of climate-related risks • and opportunities. SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Division of responsibilities Chair Group CEO Deputy Group CEO and CFO Guides the Board in shaping strategy, Leads the Group Executive Commiee in Works with the Group CEO to develop, • • • ensuring alignment with our purpose. the day-to-day management of the Group, implement and achieve the Group’s Sets the Board agenda, in consultation with to pursue our commercial objectives and to strategic objectives • the Executive Directors and Group Company develop, execute and deliver our strategy. Oversees delivery of Group performance • Secretary, which is focused on strategy, Sets an example to our workforce, and manages the Group’s financial affairs, • performance, value creation, culture, communicating to them the expectations of our risk and controls framework and treasury stakeholders and accountability, and ensuring culture, and ensuring that operational policies and tax functions. that issues relevant to these areas are reserved and practices drive appropriate behaviour. Oversees capital expenditure proposals • The roles of Chair, Senior Independent Director for Board decision-making. Facilitates effective communication between in line with the agreed approval criteria. • and Group CEO are held by separate individuals Promotes a culture of openness and debate the Board and the Executive Commiee, and Works with the Group CEO to develop the • • with clearly defined responsibilities, set out and fosters relationships based on trust, ensures significant operational and market annual budget, business plans and commercial in writing and regularly reviewed by the Board. mutual respect and open communication maers are communicated to the Non-Executive objectives for approval by the Board. The Division of Responsibilities can be found – both in and outside the boardroom. Directors on a timely basis. With the Group CEO and Corporate Affairs • on our website www.foodtravelexperts.com. Ensures that the views of all stakeholders Oversees our relationships with all stakeholders, Director, oversees the Group’s relationships • • are understood and considered appropriately including customers, clients, brand partners, and interactions with shareholders, lenders in Board discussion and decision-making. joint venture partners, suppliers and the and other stakeholders. communities in which we operate. General Counsel and Company Secretary Senior Independent Director (SID) Non-Executive Directors Designated Non-Executive Director Ensures the Directors have access to the Provides a sounding board for the Chair, and Provide independent oversight and for workforce engagement (ENED) • • • information needed to perform their roles. supports delivery of the Chair’s objectives. constructive challenge to the Executive Facilitates communication between the Board, • Advises and keeps the Board updated on legal Serves as an intermediary between the Chair Management team. Group Executive Commiee and colleagues. • • and corporate governance maers, including and the rest of the Board and, as necessary, the Help to develop proposals on strategy, Supports the Board in their understanding • • the UK Corporate Governance Code and Listing shareholders. This includes aending meetings scrutinising performance against agreed of the perspectives, concerns and needs of and Transparency Rules. with shareholders where necessary in order goals and objectives. our colleagues so that they can be considered Ensures compliance with Board procedures to obtain a balanced understanding of the Monitor the delivery of strategy by the in decision-making. • • and provides support to the Chair, including issues and concerns. Executive Commiee within the risk and Undertakes a key role in succession planning • coordinating Board performance evaluations Leads the appraisal of the Chair’s performance control framework set by the Board. for the Board, together with the Board • and inductions for new directors. with the Non-Executive Directors. Satisfy themselves that internal controls Commiees, Chair and Non-Executive Directors. • and external audit processes are robust. Role model culture and oversee our approach • to diversity, equity and inclusion. Serve on Board Commiees. • SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Board leadership and our purpose Role of the Board Independence Board and Commiee meetings Each paper must be accompanied by a structured The Board’s role is to promote the long-term The independence of our Non-Executive The Board, supported by the Group General briefing note identifying, amongst other maers, sustainable success of the Company, generating Directors is an important part of our governance Counsel & Company Secretary, maintains a the action to be taken, key issues to note and the value for shareholders and contributing to the framework, bringing unique perspectives and comprehensive schedule of meetings for it and impact of any decisions on our stakeholders. wider society. The Board is responsible for providing objective and constructive challenge. the Commiees. The forward agenda is approved determining our purpose and strategy, and The Chair was considered independent on annually by the Board, ensuring sufficient time is A broader experience ensuring we have the right culture to deliver appointment and all other Non-Executive dedicated to the wide range of maers important Outside of meetings, the Board receives a monthly our objectives. Directors who shall put themselves forward for to our long-term success and that appropriate update covering maers including financial reappointment at the AGM are considered balance is given to strategic, operational, financial performance, business development, safety How the Board operates by the Board to be independent in accordance and governance maers. Flexibility is built into reporting, progress against sustainability targets To ensure the Board maintains oversight of with the criteria under provision of the Code. the agenda, enabling important topics to be and colleague KPIs. the areas material to the delivery of our strategy To ensure their continued independence, considered in a timely manner. More information and purpose, the Board has a schedule of maers Non-Executive Directors will not ordinarily on the content of our Board meetings is on page . The Chair and the Non-Executive Directors have a reserved for its decision and formal terms of serve for more than nine years. programme of meetings both amongst themselves reference for its Commiees. These are reviewed Board meetings at Group business locations are and with various members of the executive team, annually and are available to view on our website Conflicts of interests scheduled to help all Board members gain a deeper and this includes both formal Board meetings, at www.foodtravelexperts.com Directors are required to disclose any actual or understanding of the business and provide an training sessions and more informal gatherings potential conflict impacting themselves or any opportunity to meet with local management and where the Board can see our operations first-hand The Board delegates management of the Group’s person closely associated with them as it arises stakeholders. More information on site visits and engage with our workforce. Led by the Senior day-to-day activities to the Group CEO with for consideration, and if appropriate, for approval during the year is on pages -. Independent Director, meetings between the support from the Group Executive Commiee by the Board. If a conflict arises, the Director will Non-Executive Directors, both with and without who meet monthly (see pages -). Below absent themselves from any discussion or decision Papers are circulated in advance of meetings to the presence of the Chair and the Group CEO, are the Group Executive Commiee are operational relating to the conflict. Directors are required allow Directors sufficient time to consider maers also scheduled in the Board’s annual programme. commiees such as the quarterly Risk Commiee to declare any interest or potential interest at independently in advance. Directors unable to and monthly Sustainability Steering Commiee. the outset of each Board and Commiee meeting. aend are encouraged to read and comment on the In addition to meetings and site visits, ahead These commiees then report back to the Conflicts of interest, or situations or interests pre-circulated papers in advance so their thoughts of scheduled Board meetings, the Chair and the Group Executive Commiee and the Board. that could potentially give rise to a conflict, are can be considered by the Board. The Chair and Non-Executive Directors meet for dinner with This structure of commiees allows our recorded and reviewed by the Board annually. the Company Secretary will follow up with the a combination of the Non-Executive Directors, internal experts to undertake deep and detailed Director aer the meeting to update them on the the CEO and the full Board with the Group General assessment of issues that may affect the delivery key maers discussed and decisions made. From Counsel and Company Secretary. This enhances of the Board’s goals and objectives in line with the time to time, the Board will delegate authority Board dynamics by allowing Board members to policies set by the Board and is governed by our to a sub-commiee to approve certain maers. build relationships and share views in a more Governance Framework which maps where informal seing. accountability resides (see page ). SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Board meetings in the year Strategic and thoughtful planning of the forward agenda ensures that the Board can dedicate its time to the maers important to our long-term success and that appropriate balance is given to strategic, operational, financial and governance agenda items. Fiona Scaergood Group General Counsel & Company Secretary The Board is supported by the Group General Counsel and Company Secretary, to whom all A typical Board meeting would cover the following maers: Directors have continuous and ongoing access for advice and corporate governance services. Performance Governance, legal and regulatory updates The Board and its commiees are authorised The Group CEO and Deputy CEO and CFO each The Board receives updates as necessary to obtain legal or other professional advice as provide an update to the Board on highlights, to ensure that all governance, risk, legal or necessary to perform their duties. This includes developments and challenges for the period regulatory maers are considered and dealt with inviting external advisors to meetings as along with a financial and investor relations efficiently and effectively. This includes an update required, to provide additional expert guidance. update and proposed priorities for the period on safety maers as part of the Group CEO’s ahead. The Board also receives performance Report, regular compliance updates and an annual As noted on the previous page, Board meetings updates from senior management, including cycle of risk management reviews and updates. are structured using a tailored forward agenda regional CEOs and functional leads, through agreed in advance by the Chair, in conjunction with the year as appropriate. Commiee updates the Executive Directors and the Group General Commiee meetings are held in advance Counsel & Company Secretary. Strategy of Board meetings, providing time for in-depth The Board considers areas of strategic consideration of maers by the independent In addition, once a year, the Board holds a importance, including our sustainability and Directors with the relevant skills and experience Strategy Day, aended by the Board and the people strategy, as well as opportunities or risks to be a member. This supports and facilitates an Group Executive Commiee as appropriate. to our strategy through updates from senior effective discussion at Board meetings, where management. Deep dive sessions on key areas the Commiee Chairs provide an update to the of focus are also scheduled throughout the year Board on their discussions, highlighting key to allow for a more comprehensive analysis issues for the Board’s aention and making of the topic. recommendations to the Board on maers requiring its approval. Stakeholders The Board considers regular updates from management on stakeholders including our investors, colleagues, customers and clients. This includes regular updates from our Non- Executive Director for workforce engagement. The following pages - set out a summary of the maers reserved for consideration of the Board and an overview of activities in the year. SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Board meetings in the year Maers reserved for the Board Board activities in the year Risks considered Stakeholders Strategy and operations Approval of the Group’s long-term Considered the Group’s strategic priorities and . External environment • • business strategy and objectives. approved the strategy for the financial year. . Labour Oversight of the Company’s operations Deep dives on each market and other strategic . Supply chain • • and performance. maers. . Health & safety Approval of material agreements, Considered the Group’s M&A strategy and approved . Information security • • acquisitions and disposals. the acquisition of concessions business of Midfield . Compliance Concession Enterprises, Inc. . Mobilisation of pipeline Received updates on the Group’s progress against . Competition landscape • its strategy throughout the financial year. . Senior capability Received regular market updates throughout the year . Efficiency programmes • and reviewed feedback from our institutional . Sustainability investors. . Brand portfolio and customer demand Finance Approval of operating and capital Reviewed the Group dividend policy and recommended . Labour • • expenditure budgets. a final dividend for the financial year. . Supply chain Approval of dividend policy and key Reviewed the Group’s performance against the . Mobilisation of pipeline • • financial communications. Group budget for the financial year and agreed . Efficiency programme Approval of any major changes to the the Group medium-term plan and budget for the . M&A activity • Group’s corporate or capital structure. financial year. Approval of the recommendations of Reviewed and, on the recommendation of the Audit • • the Audit Committee, including the Commiee, approved the half and full-year results remuneration and appointment of the announcements, Annual Report and Accounts. external auditors. Approval of new bank facilities agreement. • Approval of new material bank borrowing • facilities and material variations or increase to borrowing facilities. Risk and controls Ensuring the maintenance of a Conducted a risk appetite session regarding . External environment • • robust system of internal control our principal risks. . Labour and risk management. Conducted an annual strategic and operational . Supply chain • Overseeing cyber risk, approving risk assessment, including considering action plans . Health & safety • cyber security policies and procedures to mitigate risks. . Information security and reviewing reports from the Audit Assessed the effectiveness of the risk management . Compliance • Commiee on the effectiveness of and internal controls across the Group, including . Mobilisation of pipeline these procedures. whistleblowing and other compliance processes. . Competition landscape Understanding and monitoring climate Considered risk as part of strategic agenda items. . Senior capability • • and sustainability related risk. . Efficiency programmes . Sustainability . Brand portfolio and customer demand Find out more about our principal risks on pages -. SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Board meetings in the year Maers reserved for the Board Board activities in the year Risks considered Stakeholders People, values and culture Assessing and monitoring the alignment Reviewed and approve updates to the Board Diversity . Labour • • of the Group’s culture with its purpose Policy and Group Diversity, Equity & Inclusion Policy. . Health & safety and values and ensuring necessary Aended Diversity & Inclusion workshop. . Compliance • corrective actions are implemented. Received updates on progress against the People Plan. . Senior capability • Discussed and considered the Future Talent Strategy. . Sustainability • Considered feedback from Global Colleague • Engagement Survey and from the designated Non-Executive for Employee Engagement. Considered whistleblowing and health and • safety updates. Assessed and monitored workforce engagement • and culture. Governance and sustainability Approval of shareholder Received governance and sustainability updates. . Compliance • • communications. Received updates on progress against . Sustainability • Convening general meetings. sustainability targets. • Approval of delegations of authority to Reviewed conflicts of interest. • • the Group CEO, Deputy Group CEO and Reviewed and approved amended governance • CFO, and Commiees. documents including updated articles and terms Evaluating Board and Commiee of reference. • performance and effectiveness. Conducted Board Evaluation. • Reviewing stakeholder engagement • mechanisms, and endorsing new policies aligned with the organisation’s purpose, values, and strategy. Appointments and remuneration Decisions related to Board and Approved Judy Vezmar and Tim Lodge’s . Labour • • Commiee composition, size, appointments for a second three-year term. . Senior capability and structure, appointments. Reviewed shareholding guidelines and aainment • Ensuring adequate succession plans are for Non-Executive Directors. • in place for the Board, Company Secretary Approved Non-Executive Director fees. • and Group Executive Commiee. Reviewed Remuneration Policy and Share Incentive • Determining remuneration policies Plan rules. • and outcomes for the Board and Group Considered remuneration outcomes and proposals • Executive Commiee, as well as new for the financial year. share incentive plans or significant Considered cost-of-living pressures among • alterations to existing plans. the wider workforce. Find out more about our principal risks on pages -. SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Board activities and interaction with stakeholders Stakeholder engagement October February The Board has a well-established programme of engaging with a wide range of stakeholders Board site visit: USA AGM who are key to successfully delivering our strategy. The Board took part in a four-day board trip to New York Our AGM provides a valuable forum for which included a deep dive into our North America business, our Board to engage with our shareholders This year, the Board visited sites in each of our four meeting the US senior leadership team, site visits to our in person. At this year’s AGM, the Directors reporting regions, meeting with local stakeholders, units at JFK, and La Guardia airports, informal meetings answered questions from shareholders and enabling them to develop their understanding with the local teams and a tasting session to sample our were available to speak to our shareholders of the key issues in our different markets. food and drink propositions available across our US estate. more informally following the meeting. The Board also encouraged shareholders who were unable to aend our AGM to Shareholder engagement submit questions in advance by email. The Board seeks to maintain continuous, Stakeholders met: Colleagues, clients, joint venture January meaningful engagement with our shareholders. partners (including ACDBE partners) and brand partners Deep dive: IT and digital It receives updates from the Group CEO, Deputy • Market update from • Stakeholders met: Investors Group CEO & CFO and Corporate Affairs team Brokers regarding key issues affecting shareholders, as well as reports on engagement activity both undertaken and planned. November The Chair seeks regular engagement with major Board diversity and inclusion • shareholders. The Remuneration Commiee teach-in session Chair engages with major shareholders on Board site visit: Norway remuneration maers throughout the year and More information on pages -. During their visit to Norway the Board on specific policy maers. The Audit Commiee received updates on the key opportunities Chair, along with all other Non-Executive and challenges in Norway from our local leadership, and undertook site visits to Directors, is available to meet with major Oslo Central Station and Oslo Airport shareholders as required. where they met with colleagues and clients. The Non-Executive Directors also had An overview of our key stakeholders and more December the opportunity to meet informally with both front of house and local head information on our engagement with them is Full Year Results • office colleagues in two informal on pages -. Presentation to investors • engagement sessions. Stakeholders met: Colleagues, clients SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Board activities and interaction with stakeholders March May July Deep dive: Customers Interim results Board teach-in session on customer and client surveys • • • Approval of Modern Feedback on Colleague Engagement • • Slavery Statement Survey Acquisition of the Midfield concessions Board Strategy Day Board site visit: Ireland • business In July, the Board spent time with our At Dublin Airport, the Board visited our Group Executive Commiee, where they newly opened, digital-first street food received updates on each of our markets concept, ‘The Mezz’, where they met with More information on pages (Engagement) and explored the key trends, challenges colleagues, brand partners and clients and and (Midfield). and opportunities affecting our strategy. tried out the digital offering. The Board met This two-way conversation with with our partner for the new Cloud Picker management provided the Board unit, where it learned more about the unit’s April with a deeper understanding from CEOs sustainability offering. The Board also met and functional leads on the key maers with clients informally over dinner. Risk appetite review • affecting day-to-day operations and Board site visit: India Deep dive: Business and brand • provided alignment between the Board In India, the Board spent time with our development and management on the key priorities joint venture partner where they met to deliver our agreed strategy. the local leadership team and received Stakeholders met: Colleagues, clients, presentations and performance updates. government minister, brand partners The Board visited and dined at units in Mumbai and Delhi, meeting with clients in Stakeholders met: Colleagues both cities. The Board also spent time with our colleagues aending a town hall as well as dinner with over of the local team. ESG Briefing Presentation Our Chair joined our Group CEO in April for our first-ever ESG Investor Briefing, Stakeholders met: Colleagues, clients, where we set out our net-zero roadmap joint venture partners and brand partners and sustainable value creation plan. The session, which was also aended by regional CEOs and senior management, provided an opportunity for our investors to learn more about our sustainability strategy and to ask questions and provide their feedback on our ambitions and progress so far. September Board effectiveness evaluation • Stakeholders met: Investors Stakeholder Update • Sustainability Update • Compliance Update • Risk and controls effectiveness review • More information on pages - (Board Evaluation), - and (Risk). SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Board activities and interaction with stakeholders Key Board decisions Acquisition of Midfield concessions business Future Talent Strategy The principles underpinning Section of the Companies Act (the ‘Act’) are embedded in the Board’s decision-making. The Board recognises the importance of understanding the views of the Group’s key stakeholders and Accelerating growth in North America is a key element of our People are the core of our business and a key focus for the Board having regard to those views in its discussions strategy and disciplined infill M&A is an established part of our over the year has been understanding the approach to growing and approach to business development. As part of its ongoing review developing our talent pool across the Group. This was enhanced by and decision-making processes. See page of our approach to growing our North American business, the Board both the engagement survey feedback and the listening sessions for our section () statement. evaluated and approved the acquisition of the concessions business carried out by Judy Vezmar as ENED. She was able to meet a broad of Midfield Concession Enterprises Inc. In doing so, the Board cross section of our colleague base and to see first-hand the Key considered how the acquisition provided an important step in our development needs of our workforce. The Board’s consideration of Consequences of decisions in the long term North American growth strategy, with the resulting position being these issues culminated in a review of our proposed Talent Strategy. Interests of employees that we would have a presence in of the largest airports in The Board agreed with the direction proposed and supported the Need to foster business relationships North America, including four new airports. steps being taken to develop and embed the strategy. Impact of operations on communities and the environment Shareholders – the acquisition was expected to contribute an Colleagues – as a key stakeholder group, it is critical that we have additional cm to revenues in our North American business, a considered and informed approach to selecting and developing Reputation for high standards on an annualised based, driving long-term growth and returns our talent. The increased exposure of our ENED to our frontline of business conduct for our shareholders. and management colleagues has helped inform our approach Acting fairly between shareholders to ensure it resonates within the business. Customers/Brand Partners/Clients – the portfolio of brands operated by Midfield strongly complements our focus on Customers/Brand Partners/Clients – delivering of our strategy Strategic priorities promoting local cuisine and bringing a ‘taste of place’ to airports. as it relates to customers, brand partners and clients depends The acquisition provided an opportunity to develop invaluable new on engaged and knowledge colleagues. Our talent strategy brand and client relationships and to strengthen client relationships is a key enabler to this. in airports where the acquisition added to our scale. Communities – as a large employer across five regions and many Communities – supporting the US aviation industry’s more countries, we can have a positive impact on the communities disadvantaged business enterprise programme is a key tenet of in which we operate by providing employment opportunities across our North American strategy. That continues with this acquisition, a broad spectrum of roles, from team members to head office with ongoing participation by those previously connected to the management colleagues. Midfield business. Colleagues – as part of the transaction, we welcomed a number of new colleagues into the SSP America team, each bringing local expertise to share with existing SSP teams. As a large national employer, SSP America is able to offer further development opportunities to our new colleagues. Stakeholders Link to our strategy Link to our strategy Enhancing business capabilities; driving competitive advantage Pivoting to high-growth markets Customers Colleagues Investors Stakeholders Stakeholders Clients Joint venture Brand partners partners Find out more on pages -. Find out more on page Suppliers Communities, Government NGOs and Society and Regulators SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Board activities and interaction with stakeholders Refinancing of banking facilities Preventing modern slavery In July , the Group completed a refinancing of its syndicated Protecting human rights is a key priority in our Sustainability banking facilities. With the previous facility maturing in January Strategy and we do not tolerate modern slavery in our business or , the Board was required to assess refinancing opportunities our supply chain. Our Modern Slavery Statement is not just a legal as part of its going concern and viability responsibilities. In evaluating obligation. In considering our Modern Slavery Statement, the Board and approving the new facilities, the Board took into account the considered the risks of modern slavery to our business including the new four-year term (with an optional one-year extension), increased risk profile of the countries we operate in. The Board also assessed revolving credit facility and refreshed lending group, with increased the effectiveness of the controls, policies and practices in our own representation across our growth regions. operations and in our supply chains and agreed actions to develop our approach to tackling modern slavery, including agreeing a Lenders – the refinancing strengthened our balance sheet and revised process for ethical trade reviews and audits. The Board maintained our high level of liquidity, as well as extending our debt also approved a new standalone Human Rights Policy, to clearly maturity profile. The strength of relationships with our banking set out what this commitment means for our colleagues and partners was demonstrated in the strong support for the proposals, own business operations. which enabled us to secure the new facilities on improved terms. Colleagues – by having robust controls in place, training our Shareholders – the refinancing will support the ongoing delivery colleagues to identify signs of modern slavery, and encouraging them of our strategic priorities, including rapid growth in North America to report any concerns, we protect our colleagues from exploitation and Asia Pacific. and foster a supportive and ethical culture built on integrity. Brand Partners/Clients – our partners and clients benefit in Suppliers – engaging with our suppliers to ensure compliance the short- and long-term from increased financial security and with our ethical standards and providing constructive feedback flexibility provided by the refinancing, particularly in the current or identifying areas for improvement in their practices and policies, economic environment. fosters beer relationships based on trust, transparency and shared values. Regulators – the revised arrangements ensure that the Group complies with its obligations to consider the short- and Regulators – continually evolving and developing our modern medium- term viability of the business. slavery statement and seing measurable KPIs for progress, ensures we not only comply with our obligations to prevent modern For further details of our financing arrangements, see page . slavery but meet the government’s expectation for our statement to demonstrate progress and improvements year-on-year. Link to our strategy Link to our strategy Pivoting to high-growth markets Pivoting to high-growth markets Enhancing business capabilities; driving competitive advantage Enhancing business capabilities; driving competitive advantage Delivering operational efficiencies Stakeholders Stakeholders Find out more on pages - of our Sustainability Report and Modern Slavery Statement on our website. SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements The Board also ensures we have the right The Board provides scrutiny and challenge How the Board practices and processes in place to support to management as necessary to ensure our Our values monitors, assesses our culture. These policies, which cover areas organisational culture supports our purpose. such as sustainability, diversity, bribery and Our Risk Management Framework and associated Our values, which were developed in and promotes culture whistleblowing, set our expectations of the internal controls also play an important role in consultation with our teams across the world, behaviours and practices we expect, informing promoting and monitoring a culture of transparency help guide our culture, helping ensure our behaviour and embedding good decision-making and compliance and the Audit Commiee receives behaviours and decisions are in the best in line with our desired culture. regular reports on the embedding of controls, interests of our stakeholders, the environment challenging any perceived areas of weakness. and our business. Compliance with policies is monitored not only to help us assess culture but also so that we can Monitoring and assessing identify any challenges and make sure we have To ensure we continue to nurture an environment the right resources in place to overcome them. where every voice is heard, every perspective We are one team Policies are regularly reviewed and updated as valued, and every individual empowered to thrive, Our culture is the compass that guides our required to ensure they promote the right culture the Board continuously monitors and assesses our behaviours, decision-making and interactions and practices that are consistent with our values. culture through a range of channels; from monthly with our stakeholders. Promoting and fostering Working together and sharing our best updates on colleagues, sustainability and health a culture of food, passion, pride, inclusivity and ideas to fulfil our global potential The Board’s independent oversight also plays and safety, to monitoring progress against KPIs. integrity, rooted in an environment of strong a vital role, promoting accountability and corporate governance and a commitment to our transparency and ensuring that the right values Insights gained by our Board and our ENED sustainability responsibilities, enables us to deliver and behaviours, which align with our purpose, through their interactions and meetings with We are results focused our purpose of being the best part of the journey. are embedded across the Group. our colleagues in the business provides further insight and understanding of our culture. The Board places great importance on ensuring The Remuneration Commiee encourages Delivering great food and service for our that a positive, purposeful and inclusive culture positive behaviours and cultural alignment through By ensuring we have channels for open customers and outstanding results for our is established throughout the Group, aligned its oversight of pay and remuneration, monitors communication and creating opportunities colleagues, clients, and shareholders across our regional businesses and demonstrated gender pay, and establishes targets for bonus to listen to colleagues at all levels, we foster throughout our teams. It starts with the Board and incentive plans in line with the organisation’s an atmosphere where ideas are shared freely and Group Executive Commiee and carries We all make a difference culture. Effective succession planning and talent and collaboration thrives. right through to our front of house teams development, led by our Nomination Commiee, in units around the world. ensures we have the right management in place In addition to these ongoing methods for Respecting each other, acting responsibly to nurture this culture. monitoring and assessing, the Board formally Our business is a people business, and our diverse and sustainably and being accountable for considers our culture as an agenda item each year teams are at the heart of everything we do. We are the contributions that we make The Board receives reports from the Group’s to ensure it aligns with our purpose and strategy. commied to ensuring an inclusive culture that speak-up facility, and regularly reviews the The following page provides more information on empowers our colleagues to be themselves, brings effectiveness of the Group’s whistleblowing some of the ways we monitor our culture across We are bold greater creativity and empathy, and enables them arrangements. The Audit Commiee further the Group. to deliver our purpose. foster this culture of openness and integrity; engaging in constructive debate and challenge Seizing opportunities, innovating The Board leads from the top in promoting the on maers presented. It also plays a key role in and quickly adapting every day desired culture throughout SSP, demonstrating monitoring our culture, supervising our internal the values and behaviours we expect from the controls framework, monitoring any compliance rest of the organisation, not only by the decisions issues, and ensuring that both internal audit and we make, but also in the way we make them. We celebrate success external auditors maintain adequate The Executive Directors lead the senior leadership independence to operate effectively. in championing our values and embedding them throughout the organisation, celebrating success Recognising and valuing everyone’s and welcoming diversity. achievement. SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements How the Board monitors, assesses and promotes culture How we monitor and assess our culture ENED activity Engagement survey Communication Diversity & Inclusion Health & Safety Retention Training and Risk and business Our ENED provides a Our annual colleague Communication has Embracing diversity We are dedicated to Cultivating an inclusive, development integrity direct channel for our engagement survey a significant impact and fostering an the wellbeing of our values-driven culture Effective compliance The Board and colleagues’ voices to enables us to on our colleagues’ inclusive workplace is colleagues, customers that prioritises training ensures that Commiees regularly reach the boardroom, understand and experience, motivation, an integral part of the and partners and are employee wellbeing, our team understands, review updates to aending regional address colleague engagement, and way we behave and the commied to fostering fosters colleague embraces, and adheres monitor the practices leadership meetings concerns, foster open overall business way we do business. a workplace where engagement and job to the ethical and behaviours in our and overseeing communication, and success. individuals are vigilant, satisfaction is a behaviour, integrity business, including listening groups identify challenges By monitoring progress proactive, and fundamental part of and accountability information about to gather colleague and opportunities in This year we launched against our diversity empowered to protect our people strategy. we expect. The Board compliance with our sentiment. ensuring our culture Viva Engage, an objectives and themselves and others. receives regular Anti-Bribery and aligns with our purpose. employee reviewing our diversity We’ve developed our updates on completion Anti-Corruption policy, Listening sessions are communication data – including pay Understanding trends measurement tools rates and encourages our Code of Conduct held without any senior This year we partnered platform, with rollout gap reporting – we can within health and safety so they provide us seing high minimum and policies for management present with Gallup to deliver to frontline workers understand the efficacy incidents through with higher quality thresholds. preventing the to encourage open our survey, which has continuing in the of our existing diversity regular board reports retention data. facilitation of and honest feedback. allowed us to coming year. This and inclusion action allows us to beer These insights, which We are commied tax evasion. Immediately aer benchmark platform helps us to plans and further understand and manage the Board receives half to investing in our each listening group, engagement levels continue to build and develop these to our risks in this area. The yearly, help us beer employees, offering The Board monitors the ENED shares against our peers and manage a culture of promote a diverse and Board has consistently identify areas of focus, opportunities for issues raised through feedback with the supports us in building communication that inclusive workplace. promoted a culture of enabling us to ensure skill enhancement, the Group’s speak-up Board, providing local meaningful action keep colleagues reporting and has been that every colleague, leadership training, and facility, and regularly insight into our culture plans based on our connected, engaged, During the year, pleased to see the in every market and in continuous learning to assesses the and identifying what local results. and inspired as well as we issued a new Group progress made in this every team, is valued, support them in effectiveness of support is needed being a platform for Diversity & Inclusion area over the year. supported, and inspired reaching their potential. this procedure in to address any For more information championing our values. Policy, Board Diversity to contribute their best. encouraging colleagues challenges faced. on the engagement Policy and Global This year we’ve to raise any concerns. survey see page . Inclusion Framework, continued our focus For more information supported by a number on building a safer on the ENED’s activities of different initiatives workplace, with more see pages -. throughout the Group. investment in our health and safety For more information teams, mobilising our on DE&I see pages Group Safety Forum, - and -. developing our reporting mechanisms c., ./. and championing safety through local Active users on ‘Viva Engage’ Score in Colleague Engagement Survey events such as for World Safety Day. For more information on Safety see page . : Gender diversity across colleagues SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements A message from our ENED One thing I always ask colleagues is what is it like to work at SSP? One consistent word I hear, wherever I am, from New Delhi to New York, is ‘opportunity’. Judy Vezmar Designated Non-Executive Director for Workforce Engagement (ENED) On the Board, I am honoured to have the additional I feed back to the Board immediately aer each I want to thank all of our colleagues for their responsibility of being the designated Non- engagement and, when engagements align with openness and their passion, and for taking the Executive Director for Workforce Engagement. Board site visits, other Board members are also time to share with me their thoughts and ideas and invited to meet with colleagues aer the sessions. for taking part in our annual colleague engagement People oen ask me what my role involves, We also have a scheduled agenda item twice a year survey. I am looking forward to meeting with and in a nutshell, it’s about connecting the to discuss the experiences and interactions that many more colleagues in the coming year. views of our colleagues with those of the Board I’ve had, and the learnings we can take from them. of Directors, so that decisions by the Board can take into account what goes on through the many These engagements and the insights gained help layers of our business. And how do I do that? brings the Board closer to our people, giving us a Through engagement – and I engage with chance to really connect on a more personal level colleagues in a number of ways. I aend team and making sure we have the knowledge we need Judy Vezmar meetings, participate in town halls, conduct round to make beer decisions. Designated Non-Executive Director table listening sessions and meet with colleagues Judy Vezmar was appointed as designated for Workforce Engagement (ENED) informally over coffee. All of this allows me to One thing I always ask colleagues is what is it Non-Executive Director for Workforce bring the voice of our colleagues right into the like to work at SSP? One consistent word I hear, Engagement in February . boardroom, unfiltered and unedited. wherever I am, from New Delhi to New York, is ‘opportunity’: colleagues love the opportunity In this critical role, Judy engages with a diverse This year, without Covid- restrictions, I’ve had SSP gives them for personal development and spectrum of colleagues, allowing her to support more opportunities to get out into the business the opportunity to grow. Learning more from the Board in its understanding of the views of which has allowed me to connect with more colleagues about what this means to them has our colleagues across the business. colleagues in person. been a key focus of the listening groups, to make sure we continue to nurture this culture and make One of my favourite activities is hosting listening sure we have the right support in place to help all groups. At these sessions I bring groups of people of our colleagues, regardless of where they are in together from both the frontline and our office their career or what market they are working in, support teams, to have a conversation where to realise this opportunity. we can talk about whatever is on their minds. Colleagues tell me what it’s like to work here, what works well but also what things don’t work as well, and I get to hear their ideas and suggestions Scan the QR code to hear directly from for change. Judy Vezmar on her experiences as ENED. SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements A message from our ENED Focus on future women leaders This year, a key focus has been the development of our diverse pipeline of talent through our organisation. In India and Ireland, we held additional listening Leveraging insights groups which focused on bringing together some for transformation of our female future leaders, to help us beer understand the challenges women face in Through her listening sessions this year, our positions of leadership, both in our organisation ENED, Judy has been engaging with colleagues and more broadly. Beer understanding these to understand how we can beer support challenges, and their nuances in different groups them, particularly in the early stages of their and markets, allow us to develop the tools we SSP journey. need to overcome them. This feedback is having an immediate and These sessions are not only a chance for us direct impact. Colleagues in India shared that to hear the views of our female future leaders they had found using a buddy system for new but also provide an opportunity for everyone, starters to be particularly effective so we are including our ENED, to share stories and now building this into our updated induction experiences, to give advice and to share best materials in other markets. Another example practice. As with all listening sessions, we hold is in Norway where, following a successful these without management present so that trial, we are now building a new onboarding they are safe places where colleagues can tool which uses online gamification to deliver be open and honest in their feedback. training and development, making learning engaging, informative and fun. These sessions have been both insightful and inspirational. In , we are planning to continue these sessions and to develop them further with roundtable and panel session events so that even more of the many talented women in our organisation can share their stories, advice During the ENED session with the Board, I experienced and best practice. This, in turn, supports the Board in driving forward our diversity ambitions a profoundly engaging and inspiring discussion with Judy, and fostering a culture of inclusion where every where her insightful perspectives and skilled leadership voice is heard, every perspective valued, and every individual empowered to thrive. contributed to creating a meaningful and constructive forum for reflection and decision-making. Aleksander Listening group participant, Norway SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Dear Shareholder policy a gender representation target of Nomination Commiee Report I am pleased to present the report of the by the end of for the Senior Leadership team Nomination Commiee for the financial year (being the Group Executive Commiee and their ended September , which provides an direct reports). overview of the Commiee’s activities during the year under review and our role in ensuring that the We are commied to building a management Board has the right skills, experience, knowledge, team that is diverse in all respects. We are and diversity to deliver our strategy and to enable mindful of the recommendation of the our long-term sustainable success. Parker Review to set a target for for ethnic diversity, and are now considering the In FY, we welcomed Patrick Coveney as Group appropriate target that reflects the diversity CEO and two new Non-Executive Directors, Kelly of the different countries our senior management Kuhn and Apurvi Sheth to the Board. We regularly work in, whilst respecting our colleagues’ right review the composition and skills of our Board to privacy and freedom of expression. to ensure it has the right expertise and diversity of experience to continue to help us achieve our We believe however, that fostering an inclusive strategic aims and to face current challenges. The environment, at all levels of the business, reflective Commiee also takes time to consider whether of the diversity of the markets in which we operate, each individual Director and the Board as a whole, is incredibly important, enabling us to harness continues to perform effectively. In each, it was the benefit that differences of perspective, felt that they did. More information on the review experience and culture bring. The evolution of the Board was a key element of of the skills of the Board can be found on page the Commiee’s agenda for the financial year, and on performance evaluation on pages -. Our talented and diverse colleagues are a key asset and we remain commied to ensuring that and with our refreshed Board in place, this year we The evolution of the Board was a key element of diversity is reflected throughout the organisation. have focused on our talent strategy and succession the Commiee’s agenda during the financial A key focus for the Commiee this year has year, and with our refreshed Board now in place, therefore been strengthening the framework planning for our senior leadership group. this year we’ve focused on our talent strategy of processes, practices and development needed Mike Clasper and succession planning for our senior leadership to ensure the development of a diverse pipeline Chair, Nomination Commiee group. While there is more to do, I am pleased with for succession. the progress made in this area. Senior management succession Diversity and Inclusion Alongside overseeing the diversity of our senior We’ve made great progress on our gender leadership, the Commiee is also responsible for diversity representation on the Board and in ensuring the high-quality leadership of senior management over the last three years management and considering and recommending (with female Board representation and to the Board appointments to our Group Executive Meeting aendance Number of female senior management representation as Commiee. During the year, on the Commiee’s Date appointed meetings Director as member aended at October (increases of and recommendation, the Board approved the Mike Clasper November / since ) and are pleased to have met the new appointment to our Group Executive Commiee regulatory board ethnicity target – but we are not of Kari Daniels as CEO UK & Ireland with effect Carolyn Bradley October / complacent. We know there is more we can do, from January . It was further noted, that Tim Lodge August / particularly on ethnic diversity representation. Fiona Scaergood commenced her role as Group Judy Vezmar August / General Counsel & Company Secretary with effect Kelly Kuhn January / With this in mind, the Commiee reviewed our from February , her appointment having Board Diversity Policy within the year to expand been approved by the Board at the end of the Apurvi Sheth January / our definition of diversity and seing objectives financial year. to maintain diversity on each Board Commiee. The Nomination Commiee terms of reference can be We have also formally included in the refreshed found at www.foodtravelexperts.com SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Nomination Commiee Report Our Future Talent Strategy, which was approved Responsibilities of the Commiee by the Board, seeks to develop the many talented colleagues we have across our business whose Our duties Activities in the year More information skills and dedication help us to deliver our Board Composition Reviewing the structure, size and Reviewed the Directors’ combined skills Page • purpose and ensures we have the right people composition of the Board, including and knowledge, experience and diversity to with the right skills to deliver our strategic goals. its skills, knowledge, independence, ensure they can drive our strategic priorities. This involves identifying high potential talent experience and diversity. Considered the independence of the • globally and nurturing their growth through Non-Executive Directors. targeted development programmes. By actively Appointment, Leading the process for appointments, Recommended the re-appointments of Page - • cultivating talent from within our ranks, we aim Induction and ensuring all Directors receive an Judy Vezmar and Tim Lodge for a second to create a more inclusive leadership team that Development appropriate induction and making three-year term, subject to annual re-election reflects the diversity of our workforce. recommendations to the Board on the by shareholders. re-election of Directors and whether to Recommended the appointment to the Group • Board reappointment reappoint a Director at the end of their Executive Commiee of Kari Daniels as CEO As required by the Corporate Governance Code, term of office. UK & Ireland. each of the Directors will retire at the Carried out Director reviews, which included • AGM and submit themselves for reappointment. discussion of areas for development. The contribution of each Director is set out on Succession Planning Ensuring plans are in place for orderly Reviewed and considered the Board Page - pages to . Each of the Non-Executive • succession to both the Board and senior succession plans and agreed future actions. Directors seeking reappointment is considered management positions and overseeing Reviewed the succession plans for the Group to be independent. • the development of a diverse pipeline Executive Commiee roles, considered future for succession. talent and agreed development plans to meet I would like to thank the members of the future succession needs. Commiee for their continued commitment and contribution, as we continue to focus on ensuring Diversity and Regularly reviewing progress made Reviewed progress made against Pages - • we have the right people with the right skills, Inclusion against the objectives set out in the Board the objectives set out in the Board diversity, and experience to promote our culture Diversity Policy with respect to the Diversity Policy. of openness and inclusion that allows us to deliver diversity of the Board, Board Commiees Recommended that the Board Diversity • our purpose. and Senior Management. Policy be updated to consider wider diversity considerations and seing new objectives in relation to senior management diversity (). Considered Group diversity plans and • recommended the approval of a new Mike Clasper Group DE&I policy. Chair, Nomination Commiee Performance and Ensuring there is a formal and rigorous Considered the outcomes of the internal Pages - • December Effectiveness annual evaluation of the performance effectiveness review with regard to Board of the Board, Board Commiees, composition, talent management and the Chair and individual Directors and succession planning. ensuring Directors dedicate sufficient Considered the time commitment required • time to their role. by the Directors and recommended the Board approve Apurvi Sheth accepting an additional external appointment. SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Nomination Commiee Report Diversity, Equity and Inclusion We held DE&I leadership development Board Diversity Policy We support the objectives of the FTSE Women The Nomination Commiee is responsible for workshops, aended by senior leaders across the The Board recognises the importance and Leaders Review and the Parker Review, to developing and implementing our approach to Group as well as the Board, which covered topics value of diversity and inclusion in driving good increase representation of women and people diversity, equity and inclusion across the Group. including unconscious bias and cultural advocacy. decision-making. Our Board Diversity Policy, from an ethnic minority on Boards and in senior One of our core values is being a great place to These workshops aimed to help our leadership which sits alongside our Group Diversity, management. We are pleased to have met these work where everyone can fulfil their potential. teams across the world understand the Equity and Inclusion Policy, sets out the Board’s targets in relation to our Board membership, and Having a diverse, inclusive culture where everyone importance of diversity and inclusion to our approach to fostering a diverse and inclusive our progress against these is set out below. is welcomed, and a workforce that reflects both business and also identify the challenges we culture and sets measurable objectives which the communities in which we operate and the might face. These workshops encouraged the allow the Nomination Commiee to closely We are now working to determine an appropriate stakeholders we serve, is a fundamental part development of targeted, country-specific DE&I monitor our progress and, where necessary, target for the percentage of senior management of our strategy for delivering long-term action plans to address the key concerns in each ensure corrective action is taken. group who self-identify as being in an ethnic sustainable success. region, in line with our Global Inclusion Framework. minority to achieve by December and are During the year, the Nomination Commiee mindful of the Parker Review’s recommendation Diversity, equity and inclusion is a pillar of our Our Global Inclusion Council provides further reviewed the Board policy and the Board approved that this target should be in place by December people plan and this year we have continued to support in steering and advising on our global updates to ensure due consideration is given to . We want to ensure that the target we set propel this agenda forwards. In November , diversity and inclusion goals and is comprised of diversity in its broadest sense, including to appropriately reflects the diversity of the we updated our Group Diversity and Inclusion global representatives from across our markets sexuality, neurodiversity and social backgrounds, different countries our senior management Policy to make it more accessible as well as who bring together a wealth of experiences and as well as ensuring the application of the policy work in and that we have robust and accurate data expanding and updating our definitions of perspectives from their respective countries, to each Board Commiee. with which to monitor our progress against these diversity, equity and inclusion to reflect the functions and backgrounds. This sits alongside targets, whilst respecting our colleagues right inclusive language we strive to use across an ever growing number of colleague-led We recognise the key role our Senior to privacy and freedom of expression. the business. networks across our business, such as our Management play in leading a diverse and Menopause Network, LGBTQ+, Neurodiversity inclusive culture throughout the organisation and As part of this work, a core focus of the Commiee We also launched our Global Inclusion framework and Disability Network, each with a -month so our Board Diversity Policy now applies to our this year has been in ensuring a diverse pipeline of which sets out the Board’s commitment to roadmap and a dedicated Chair/Co-Chair and Senior Management as well as the Board and talent within the organisation. We’ve continued to diversity. This framework is tailored at a local level, Executive Sponsor to ensure the work is aligned Board Commiees and includes an increased develop our key performance data relating to ensuring it appropriately reflects the diverse to wider business priorities. target of female representation across our diversity, including as part of our annual talent opportunities and challenges we face in each Senior Management by the end of (in line review, giving us better oversight in order to address market in which we operate. Diversity has also been a key theme in the sessions with our Board target). the challenges in achieving our diversity goals. held this year by Judy Vezmar, our designated Non-Executive Director for Workforce Our Global Inclusion Framework The Board is commied to achieving Engagement, who has held two sessions this and maintaining: Progress year in two different markets focused on bringing Aract We build a strong foundation for together groups of female leaders across our At least women on the Board of the Board are women growth by aracting and retaining organisation. You can read more about Judy’s At least one woman in the role of either The role of Senior Independent Director diverse talent. activities on page - of this report. Chair, Senior Independent Director, Chief is held by a woman Belong We actively choose to embed a Executive or Chief Financial Officer culture with inclusion at its core. More information on the diversity, equity and At least one Director from a minority One Director is from a minority Develop We know that an inclusive inclusion activities across the Group can be found ethnic background ethnic background on pages - of this report and pages - culture is built on education of our Sustainability Report. A diverse representation on each Each commiee comprises of independent and understanding. standing Board Commiee Directors with a diversity of skills, experiences and gender At least women in Senior of our Senior Management are now Management roles women (: ) and we are commied to achieving the target by . Members of the Group Executive Commiee and their direct reports (other than PAs or admin colleagues). SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Nomination Commiee Report How our Board Diversity Policy supports our strategy Board and Executive Management – Gender representation as at October Number of Number in Percentage in Pivoting to high growth Our Board, with diverse backgrounds and experiences Number of senior positions Executive Executive markets operating in different markets, provides invaluable insights Board members of the Board on the Board Management Management into our identified high-growth geographies. Their different Men perspectives enhance risk assessment, enabling a Women comprehensive analysis of the risks tied to new geographies and channels. Other – – – – – Prefer not to say – – – – – Enhancing business Diversity fosters a culture of innovation and creativity, capabilities; driving bringing fresh ideas and perspectives into the Boardroom and competitive advantage senior management and enhancing our business capabilities. Board and Executive Management – Ethnic representation as at October Number of Number in Percentage in Our diverse leadership equips us to navigate and thrive in Number of senior positions Executive Executive culturally diverse markets and enables a deeper understanding Board members of the Board on the Board Management Management of the needs and preferences of our customers and our White British or employees. In this way we can develop new capabilities tailored other White (including to serve a broader range of customer segments, and beer minority white groups) . meet the needs of our employees. Mixed/Multiple Ethnic Groups – – – – – Delivering operational By having diversity in our Board and through our organisation, efficiencies we benefit from different backgrounds and experiences that Asian/Asian British . can lead to innovative approaches to operational challenges. Black/African/ Caribbean/ Black British – – – – – Other ethnic group, including Arab – – – – – Prefer not to say – – – – – Senior positions refers to the roles of Chair, CEO, CFO and Senior Independent Director. Executive Management refers to the Group Executive Commiee, including the Group CEO and Deputy Group CEO and CFO. We believe that fostering an inclusive environment, at all levels of the business, reflective of the diversity For the purposes of making the disclosures set out above, data was collected through self-reported submissions from the Board and Group Executive Commiee. Data is as at October to align of the markets in which we operate, is incredibly with our data submission to the FTSE Women Leaders Review. important, enabling us to harness the benefit that There have been no changes to the Board gender and ethnicity representation between the differences of perspective, experience and culture reference date and the date of this report. There have been changes to the membership of the bring. Our talented and diverse colleagues are a key Executive Commiee with a change in our Chief People Officer, such that, as at the date of this report the percentage of Executive Management is men () and women (), and the percentage asset and we remain commied to ensuring that of ethnic representative is White British or other White () and Asian/Asian British (). diversity is reflected throughout the organisation. The incoming Chief People Officer will start in early and the gender representation will change again ( men (), women ()). Mike Clasper, Chair SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Nomination Commiee Report Board composition and succession planning Review of Board skills Board skills and experience Composition and Independence As part of the review, the Commiee considers The Board comprises executive and independent the skills necessary to deliver our strategy. The non-executive directors and, as at the date of this skills and experience of the Board are mapped Number of report, includes the Chair, deemed independent against these desired skills using objective board members with Link to our on appointment, five Independent Non-Executive criteria to create a skills matrix. Experience relevant experience strategy Directors and two Executive Directors. Executive and / In addition, the Commiee undertakes a review of strategic leadership The Chair and all other Non-Executive the regulatory requirements for the composition Directors who shall put themselves forward for of the Board and its Commiees. As a result of Financial/accounting/ / reappointment at the AGM are considered the review, we confirm that we remain compliant corporate finance by the Board to be independent in accordance with the specified diversity targets and the with the criteria under provision of the Code and Corporate Governance Code requirements Consumer/retail / in line with our medium-term Board succession (see pages -, for the Board diversity and planning, no independent director will ordinarily page - for more information on the Directors’ Food and beverage / serve more than nine years on the Board to ensure backgrounds, skills and commiee membership). continued independence. More information on the Board’s composition is on page . The skills matrix, set out opposite, provides Travel/airports/rail / a structured way of identifying the Board’s Details of individual Director backgrounds composition needs and, together with and experiences, as well as external appointments consideration of the diversity and tenure of the International experience / and tenure, are in the Board biographies on directors (page ), informs the Board’s succession pages -. plan and development needs. HR/people / The Commiee regularly reviews the structure, The framework of the matrix was established size and composition of the Board and Board in the previous financial year. This year, the Commiees. This review considers the knowledge, Commiee reviewed the matrix, to ensure the Governance / skills and experience of the Directors, and the skills identified continue to support the delivery diversity on the Board and each of its Commiees, of the refreshed articulation of our strategy and to ensure they are effective in meeting current to reflect any change in a directors’ skills. Risk and compliance / and future challenges. (including Health & safety) As part of the skills review, t he Board IT/digital / As part of this review, the Commiee considered its succession plans on the agreed recommended the reappointments of Judy Vezmar three timeframes, as noted on the next page. and Tim Lodge for a second three-year term, Sustainability (including / subject to annual re-election by shareholders. DE&I and climate) M&A / Link to our strategy: Pivoting to high-growth markets Enhancing business capabilities; driving competitive advantage Delivering operational efficiencies SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Nomination Commiee Report Senior management and Talent Pipeline The Board succession plan provides a framework for Board appointments across short, medium and long-term time horizons. The Nomination Commiee is also responsible It is wrien down and reviewed regularly to ensure it remains robust and effective. for considering plans and recommendations for the appointment of senior leadership, and Short term/contingency The Board has planned emergency cover for senior Board positions for sudden and unforeseen departures, overseeing the development of a diverse pipeline including the Chair, SID and Commiee Chairs. for succession. In considering the contingency succession plan, the Board considers the requisite skills and experience needed The regular review of the executive succession to provide short-term cover and stability of leadership as well as any other requirements under the respective plan is supported by our annual talent review Commiee’s Terms of Reference and the Code. cycle, which assesses the readiness of internal candidates for all key roles across the business, Medium term The Board’s medium-term succession plan considers succession planning for the orderly replacement of current as well as external candidates. Board members to maintain independence. This year, the Board approved our new future As well as assessing the appropriate tenure, the Board also assesses the time needed to consider, recruit talent strategy, to help us identify, develop, and and onboard a new Non-Executive Director in its medium-term succession plan. unlock the potential of our internal talent across the world. As well as supporting our talent pipeline leadership succession plans, this strategy further Long term The long-term succession plan for the Board considers how the size, skillset and diversity of the Board continues builds on our ambition to contribute to the to be effective in delivery of long-term strategy as the needs of the Group evolve. continued development of our people. Time commitments and conflicts of interests Our Non-Executive Directors can only take on additional external appointments with the prior approval of the Board. In making its decision, the Board considers both the time commitment required as well as any potential conflicts that may arise. We recognise the benefit of our Executive Directors holding external directorships and . years business interests, however given the time average tenure of the commitment necessary for their respective roles Non-Executive Directors at SSP, our Executive Directors are not ordinarily allowed to take on more than one non-executive role (both Executive Directors hold one external non-executive role). As set out on pages -, the Board evaluation Non-Executive Directors renewed process included an assessment of the time for a further term commitments required from the Board members to ensure that they have sufficient time to carry out their roles. The Board remains confident that each Director has sufficient time to dedicate to their role. SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Nomination Commiee Report Board appointment process Election by shareholders Board evaluation Review of Directors’ performance The Commiee is responsible for ensuring there Our Articles of Association provide that at every Each year, we undertake a formal, rigorous As part of the evaluation process, the Chair is a formal, rigorous and transparent procedure Annual General Meeting each Director retires review of the Board and its Commiees to assess and Senior Independent Director met with each for Board appointments with due regard to and seeks re-election. New Directors may be how well the Directors work together, and with individual Director following the submission of diversity. An overview of the process is set out appointed by the Board but are subject to election management, to achieve their objectives and to the questionnaires and provided feedback on below, whereby the Commiee, with support by shareholders at the first AGM aer their deliver our purpose. The performance of the Chair their performance and discussed their from the General Counsel and Company appointment. Our Non-Executive Directors are and the individual Directors are also evaluated development needs. Secretary and People team: appointed to the Board for an initial three-year to ensure each individual contributes effectively Considers the balance of skills, knowledge, term, subject to election by shareholders at the and continues to meet the requisite skills The Chair found that each Director continued • independence, experience and diversity first AGM following their appointment and their requirements. The review also considers whether to perform effectively and that each should be of the existing Board. subsequent re-election each year. To ensure the Board, both individually and collectively, has recommended for re-election by shareholders In light of the foregoing evaluation, prepares independence, we ordinarily expect our Non- sufficient time to meet the commitment needed at the AGM. • a description of the role and capabilities Executive Directors to serve for two three-year to perform their roles effectively. required, with a view to appointing the most terms, with an option for a third term. We provide Review of Chair’s performance suitable individual for the role. leers of appointment for each Non-Executive The Board evaluation process takes place ahead In addition to the Board and Commiee Uses open advertising or the services of Director and shareholders can view these at the of the Nomination Commiee’s annual review of questionnaires, the Board also completed • external advisors to facilitate the search. Company’s registered office. Board and Commiee composition. This allows questionnaires evaluating the Chair’s performance. Considers candidates from different genders the Commiee to identify development needs. A dra report summarising the responses was • and a wide range of backgrounds and Board induction If required, additional training is arranged. shared with the SID, who then led a discussion geographical locations. We give all new Non-Executive Directors a formal, of the responses at a meeting with the Considers candidates on merit and against comprehensive, and tailored induction following In line with the recommendations of the UK Non-Executive Directors and Executive Directors, • objective criteria, ensuring that appointees their appointment, including visits to key Group Corporate Governance Code, we operate a excluding the Chair. The evaluation confirmed and have the requisite skills to support the delivery locations, and meetings with members of the three-year Board evaluation cycle with the last commended the Chair’s commitment, leadership, of our purpose and strategy. Group Executive Commiee and other key senior external evaluation in the financial year. and expert knowledge. Reviews candidates’ other commitments executives. We design each induction based on The next external evaluation will take place • to ensure that they will have sufficient time discussions with the Chair and Group General in the financial year. to devote to the position. Counsel and Company Secretary, considering Conducts a rigorous interview process, whereby feedback from other recent appointments. This year’s internally facilitated Board evaluation • candidates meet the Chair, Senior Independent Each induction is tailored to consider the existing was supported by Independent Audit, who assisted Director, the Executive Directors and the other expertise of the Non-Executive Directors and in designing questionnaires and analysing the Non-Executive Directors as appropriate. any prospective Board or Board Commiee roles. results. This ensures appropriate objectivity in As well as receiving relevant documents including the process and the confidential nature of the previous Board and Commiee minutes and questionnaires encourages full and open policies, inductions include formal briefings disclosure of views. with internal leadership and external advisors. Our ongoing Board site visits demonstrate the business in action and provide an opportunity for the Non-Executive Directors to meet with a wider cross section of colleagues. SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Nomination Commiee Report Outcomes of Board evaluation FY – External The evaluation found that the Board has a clear strategic vision, with a good focus on recovery and growth. The overseas site visits were noted for the valuable contribution they bring to the decision-making process, with the overall consideration given to stakeholders during decision-making FY – Internal processes also commended. The relationship between non-executive directors and management was found to be positive and collaborative. The significant contribution of Judy Vezmar in her role as FY – Internal Non-Executive Director for workforce engagement was also noted. Board and Commiee Review of Commiee’s performance evaluation process The evaluation found that the Commiees were well chaired and focused in their approach and areas . Questionnaires developed taking into identified for development have been built into the areas of focus set out below. consideration the Code and associated guidance and other best practice The Board agreed the following areas of focus: recommendations. The questionnaires sought to identify the strengths, weaknesses Managing the agenda Notwithstanding the well-structured, balanced agendas, the Board would and challenges facing both the Board and benefit from further time for discussion, supported by more focused its Commiees, as well as building on the papers. Good progress against this aim has already been made with the findings of the evaluation. introduction of standardised briefing notes for all Board and Commiee papers and a review of the forward agenda for . . Questionnaires issued to Board members as Risk and compliance The Board highlighted increased oversight of health and safety and the well as other regular aendees of the Board structure of internal audit as areas of focus for the coming year, including and Commiee meetings, including senior upgrading the quality of self-reporting around the Group. A new Group leaders and external advisors. Safety Director and Director of Risk and Assurance have been appointed to support progress in these areas. . Responses collated and dra reports of the Diversity and inclusion The Board felt they needed to beer understand how our DE&I strategy findings and proposed recommendations was being embedded at all levels of the organisation. Regular updates on were circulated to the Chair and Commiee the DE&I programme are provided to the Board so it can monitor progress, Chairs as relevant for review. with a detailed update being provided shortly before finalisation of this Annual Report. Further, DE&I awareness and development programmes . Final reports on the Board, Commiee and are in place throughout the organisation with further activities planned Chair’s effectiveness considered by the full for the financial year. Board and necessary actions agreed. Progress made on areas of focus from evaluation Recommendations Actions taken Allocate more time This year, the Board held deep-dive sessions covering market trends to understanding including digital and customer strategies. The Board Strategy Day further the big trends considered the key trends affecting delivery of our strategy. Strengthening The Board considered and developed its methods to monitor culture and oversight of culture behaviours throughout the organisation, including increasing engagement with colleagues and senior management. Retain focus on Despite the relatively short tenure, an annual review of the Board succession planning succession plan has been built into the forward agenda, to ensure pro-active management and continued independence. The Board renewed its focus on succession planning for senior management including the approval of our Future Talent strategy. SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Dear Shareholder During the year, the Group recruited a new Audit Commiee Report I am pleased to present the report of the Audit Director of Risk and Assurance and Group Head Commiee (the ‘Commiee’) for the year ended of Compliance. Together with the Group Director September . of Business Controls, these appointments will significantly enhance the group’s focus on its During the year, the Commiee has continued to control environment. play a key role in assisting the Board in discharging its oversight responsibility. Our focus has been on The Commiee seeks to balance independent monitoring the integrity of the Group’s financial oversight of maers within its remit, with reporting, internal control and risk management providing support and guidance to management. systems, reviewing the effectiveness of internal I am confident that the Commiee, supported and external audit programmes, overseeing by members of senior management as well as the business conduct and ethics and ensuring that the internal and external auditors, has carried out its Group’s processes and controls prevent fraud and duties effectively and to a high standard during the facilitation of tax evasion. the year. During the last twelve months, our business has Composition and meetings continued to be challenged by the inflationary The Commiee held five meetings during the environment, however, the general availability of year and, as at year end, comprises myself and both labour and products for resale has improved two other independent Non-Executive Directors, year-on-year. As the business continues to build Carolyn Bradley and Kelly Kuhn. Aendance at The Commiee has worked with the Board momentum into the new financial year additional these meetings is shown opposite. As Chair, I have and management to ensure that the operational focus will be required on mergers and acquisition recent and relevant financial experience through activity, expansion into new markets and the my past roles as a Chief Financial Officer of publicly controls and governance processes have been effectiveness of our pipeline mobilisation and quoted and large private companies. The expertise kept under regular review efficiency programmes. Further details of these and experience of the members of the Commiee risks and their mitigating controls are set out on is summarised on pages -. The Group Tim Lodge pages - of this Annual Report. General Counsel and Company Secretary, Fiona Chair, Audit Commiee Scaergood, acts as Secretary to the Commiee. The Commiee has worked with the Board and management to ensure that the operational At the Commiee’s invitation, the Chair of the controls and governance processes have been Board, non-member Non-Executive Directors, kept under regular review by our Risk Commiee, the Group CEO, the Deputy Group CEO and CFO our Internal Audit function and by the Commiee. and senior members of the SSP Group Finance and Business Controls departments aend In addition, the Commiee reviewed and approved meetings of the Commiee, together with senior Group’s proposals to enhance its focus on risk, representatives from the internal and external Meeting aendance Number of compliance and controls in part responding to the auditors. The Commiee holds private sessions Date appointed meetings Director as member aended UK Corporate reform agenda. The review noted with the internal and external auditors without Tim Lodge October / a number of control improvement opportunities, management being present. Between meetings, and that the new SAP system can strengthen, I keep in touch with the Chair of the Board, Carolyn Bradley October / standardise and automate our control environment. the Group CEO, the Deputy Group CEO and CFO Kelly Kuhn January / and the Group General Counsel and Company Secretary. I also meet privately with both the The Audit Commiee terms of reference can be found internal and external auditors and provide regular at www.foodtravelexperts.com updates to the Board on the key issues discussed at the Commiee’s meetings. SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Audit Commiee Report The Commiee receives independent assurance Responsibilities of the Commiee from the Group’s Internal Audit function, which was outsourced to Deloie during , and Our duties Activities in the year also receives updates from the external auditors Risk management Reviewing the Group’s internal financial Reviewed the Group’s risk assessment, with particular focus • across a wide range of issues. The Commiee is and internal controls controls and its risk management systems on the risks which were deemed to have increased, either in further supported by the Risk Commiee which and monitoring the effectiveness of the likelihood or impact, along with the supporting action plans meets quarterly and is chaired by the Group Group assurance function. to mitigate the risks (see Risk section set out on pages -). Deputy CEO and CFO. Approved the Group’s proposal to enhance its focus on risk, • compliance and controls in part responding to the UK The Audit Commiee’s performance evaluation Corporate reform agenda, including the appointment was undertaken as part of the wider Board of a new Director of Risk and Assurance and a new Evaluation process set out on pages -. Group Head of Compliance. The evaluation concluded that the Commiee Reviewed the effectiveness of the risk management system • was effective in fulfilling its responsibilities. and internal controls. It highlighted the Commiee’s continuing interest Reviewed and monitored any controls issues raised through • in undertaking periodic reviews to make sure that internal audit. there is appropriate assurance over all types of Internal audit Reviewing and approving the role and Agreed the scope of the annual internal audit programmes • risks across the business. mandate of the Group’s Internal Audit Reviewed the outputs from the Internal Audit function • function, and monitoring and reviewing Monitored the effectiveness of the internal audit process • In my capacity as Audit Commiee Chair, I visited the function’s effectiveness. Evaluated the internal audit strategic risk assurance process • the US, Indian, Norwegian and Irish businesses and its role. and held meetings with key commercial and External audit Overseeing the relationship with the Reviewed and approved the external audit plan including financial management teams. I also visited the • external auditor, monitoring the external the scope of the Group audit. Group’s outsourced financial processing centre auditors’ independence and objectivity, Agreed the scope of the external annual audit, reviewed in India. A fuller description of the operation of • approving its fees and, if thought fit, the outputs and monitored the effectiveness of the external the Commiee during the year is set out in this recommending their reappointment. audit process report. I will be available at the Annual Reviewed and monitored the external auditor’s independence General Meeting and welcome the opportunity • and objectivity including reviewing the policy on engagement to answer any questions from shareholders about with the external auditor to supply non-audit services. the work of the Commiee. Approved the external auditors’ remuneration. • Recommended the reappointment of KPMG as auditor. • Group financial Monitoring the integrity of the Group’s Reviewed and recommended the approval of the Group’s • statements financial statements and reviewing and financial statements, challenging the assumptions and reporting to the Board on material financial judgements made by management in determining the financial reporting issues and judgements. results of the Group, including ensuring that the disclosures Tim Lodge in the financial statements were appropriate, particularly Chair, Audit Commiee Alternative Performance Measures (APMs) and the continued December reference to pre-IFRS numbers. Evaluated and recommended to the Board the going concern • assumption and longer-term viability statements. Reviewed the accounting treatment and judgments applied • to the Midfield Concession acquisition and debt refinancing. SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Audit Commiee Report Financial reporting As part of our work to ensure the integrity of financial reporting, the Commiee focused on the following areas during the year: Area Background Commiee’s activities and conclusions Cash-generating Cash-generating units (CGUs) are required to be tested for impairment annually The Commiee challenged key judgements made by the management. The discount rates have units if there is a trigger for impairment. Management has determined a CGU to be a site, increased compared to the prior year, which is generally a result of the underlying risk free rates impairment e.g. an airport or a rail station. Management have exercised significant judgement increasing. assessment during the process relating to discount rates, future growth rates and cash flows. We reviewed the methodology and checked to see if the rates were in a similar range with a A group wide impairment trigger has not been recognised in FY. Specific comparator group whilst adjusting for any Company specific factors. The updated discount rates impairment or reversal of impairment triggers have been recognised in certain were deemed to be reasonable. jurisdictions, primarily where sites are being exited. We also challenged the consistency of forecasting assumptions used in this exercise against those Total impairments recognised related to fixed assets and ROU assets are .m used for the goodwill impairment exercise. Whilst the CGU impairment exercise was carried out at a and .m respectively. Further details on impairments have been set out in note . much more granular level and management have exercised judgement based on their knowledge of specific cash flows for each site, we noted that overall, the forecasting assumptions were consistent with forecasts used for the goodwill impairment and going concern exercises. Acquisition On June , the Group acquired the concessions business of Midfield The Commiee reviewed the purchase price allocation prepared by management, and reviewed of the Midfield Concession Enterprises at six airports for consideration of .m and .m of by KPMG, and challenged the key assumptions, on the forecasted sales and EBITDA and the Concessions future lease payments. The Group conducted a purchase price allocation exercise appropriateness of discount rates used. business and has recognised property, plant and equipment of .m, right-of-use assets of .m and other assets of .m The Commiee challenged management and the auditors regarding the completeness of the assets identified in respect of the transaction and were satisfied with the results. The non-current assets are being depreciated/amortised over the remaining life of the lease contracts acquired. As requested by the Commiee, the Auditors reviewed the purchase price allocation prepared by management and management’s advisors to the transaction and independently challenged management on the accounting treatment and judgments applied. The Auditor reported to the Commiee that the purchase price allocation was appropriate. Taxation The Group operates, and is subject to income taxes, in a number of jurisdictions. The Commiee reviewed the Group’s tax strategy and received reports and presentations from the Management is required to make judgements and estimates in determining the Group Head of Tax, seing out the tax strategy and highlighting the principal tax risks that the Group provisions for income taxes and the amount of deferred tax assets and liabilities faces and the judgements underpinning the provisions for potential tax liabilities. The Commiee recognised in the consolidated financial statements. also reviewed the results of the external auditor’s assessment of provisions for income taxes and deferred tax assets and liabilities and having done so was satisfied with the key judgements made The Commiee recognises that management judgement is required in determining by management. the amount and timing of recognition of tax benefits and an assessment of the requirement to make provisions against the recognition of such benefits. SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Audit Commiee Report Area Background Commiee’s activities and conclusions Going concern In order to support its going concern assessment, the Group carries out reviews The Commiee challenged management’s trading and liquidity forecasts for both the base case and and viability of its available resources and cash flows regularly with a more detailed viability the downside scenario, focusing on the reasonableness of the pace of recovery of passenger numbers, statement assessment carried out on an annual basis. continued access to financing and the ability to meet its existing financial covenants. We noted that in both the base case and the downside case the Group would continue to have sufficient liquidity In making the going concern assessment, the Directors have considered forecast headroom based on the forecast cash and commied available facilities. Furthermore, in both its base cash flows and the liquidity available over the going concern period. In doing so they case and its severe but plausible downside scenarios, the Group would have headroom against all of assessed a number of scenarios, including a base case scenario and a severe but the applicable covenant tests at all testing dates during the period of assessment. plausible downside scenario. Aer careful review and taking into account observations made by the auditors following their review With some uncertainty surrounding the economic and geo-political environment of assumptions made by management, the Commiee was satisfied and recommended to the Board over the next twelve months, a downside scenario has also been modelled, applying that the Directors should continue to adopt the going concern basis of preparation, and that based severe but plausible assumptions to the base case. This downside scenario reflects on the current funding facilities available, the Directors could have a reasonable expectation that the a very pessimistic view of the travel markets for the remainder of the current Group will be able to continue in operation and meet its liabilities as they fall due for a period of at least financial year, assuming sales that are around lower levels than in the base months from the date of approval of the financial statements. case scenario. Alternative In addition to IFRS based performance measures, the Directors also use alternative The Audit Commiee noted the guidance issued by the FRC in relation to the use of APMs and performance performance measures (‘APMs’) to provide additional useful information on the considered whether the performance measures used provided meaningful insights for shareholders measures underlying trends, performance and position of the Group (see pages -). into the Group’s results. The Commiee also reviewed the treatment of items considered for separate These measures are not defined nor specified under IFRS and therefore are disclosure in the Annual Report and Accounts, ahead of their approval by the Board. The Commiee not intended to be a substitute for the same. also continued to support the judgements made by the management regarding those items considered as exceptional and requiring separate disclosure. Furthermore, management have presented ‘pre-IFRS ’ numbers and commentary together with the statutory numbers in the Financial Review and other sections. The Commiee reviewed the ‘Pre-IFRS ’ disclosures added in the current year and concluded that This is because the pre-IFRS basis is consistent with the financial information these were reasonable to include in the Annual Report and Accounts for the year, noting that the Group used to inform business decisions and investment appraisals. In management’s continues to receive feedback from users of the financial statements that this information was useful view presenting the information on a pre-IFRS basis provides useful and and that similar companies continue to provide equivalent disclosures. necessary additional information to enhance the reader’s understanding of the Group’s results. The Commiee concluded that clear and meaningful descriptions had been provided for the APMs used and that the relationship between these measures and the statutory IFRS based measures was clearly explained. It was also concluded that the Commiee supported the considered understanding of the financial statements, and that the APMs had been accorded equal prominence with measures that are defined by, or specified under, IFRS. In reaching its conclusions on APMs, the Commiee took account of management’s responses to its challenge and of the reporting received from and observations made by the Auditor. Fair, balanced An intrinsic requirement of a Group’s financial statements is for the Annual Report The process to ensure that the Commiee, and then the Board, are satisfied with the overall fairness, and and Accounts to be fair, balanced and understandable. The coordination and review balance and clarity of the document has been underpinned by: understandable of the Group-wide input into the Annual Report is a sizeable exercise performed guidance issued to contributors at an operational level; • financial within an exacting timeframe, which runs alongside the formal audit process a verification process dealing with the factual content of the reports; and • statements undertaken by the external auditor. a comprehensive review by the Directors and the senior management team; and • the reporting received from the Auditors. • SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Audit Commiee Report Risk management and internal control Following this process, a summary of the principal Internal Audit plays an important role in assessing completed by senior finance personnel both at The Board has overall responsibility for risk risks and uncertainties which are currently judged the effectiveness of internal controls through a Group and in country, along with key members of management and internal control systems, and to have the most significant impact on the Group’s programme of reviews based on a continuing the business controls, legal and tax departments. for reviewing their effectiveness. This process is long-term performance is set out on pages -. assessment of business risks across the Group. overseen by the Commiee on the Board’s behalf. The survey covered areas such as organisation, It is increasingly important that this is carried out As noted in the section on TCFD reporting on Internal Audit is in regular dialogue with the purpose and remit, process management, quality in the context of the social, environmental and pages -, climate risks were reviewed and regional Chief Financial Officers, the Deputy of the team, knowledge and expertise, and ethical maers relating to the Group’s business. considered by the Commiee in giving its sign off Group CEO and CFO and the Group General communication of results and recommendations. on the accounts (see also page ). Counsel and Company Secretary, to discuss the The system of internal control is designed to output from the assurance work and to inform The survey indicated an overall satisfaction with manage, rather than eliminate, the risk of failure The Commiee reviewed the effectiveness their understanding of the business risks across the internal audit process, including Deloie’s to achieve business objectives, and can only of the Group’s financial and other internal control the Group. Where control deficiencies are noted interactions with the local teams as well as their provide reasonable, but not absolute assurance systems through the Core Financial Controls through the assurance work performed, Deloie understanding of the business and the issues it against material misstatement, loss, fraud or assessment exercise, as well as though the reports will perform follow-up reviews and visits. faces. The Commiee discussed the results of breaches of law and regulations. The Board has of the internal and external auditors during the the survey with Deloie and was satisfied with established a clear organisational structure with year. It subsequently reported on these maers The Commiee meets regularly with Deloie the internal audit process. The results and defined authority levels. to the Board to allow it to carry out its review. to review and progress the Group’s internal audit feedback from the survey were incorporated plan. The relevant audit plan and procedures are into the next year’s internal audit plan. The day-to-day running of the Group’s business The Director of Business Controls and laerly aimed at addressing risk management objectives is delegated to the Executive Directors of the the newly appointed Director of Risk and and providing coverage of the risks identified in External audit Group. The Executive Directors meet with both Assurance provide management and assurance the regional and country risk registers. The internal The effectiveness of the external audit process operational and financial management on a of the controls framework. In particular, they audit plans are prepared in accordance with and independence of KPMG LLP (KPMG), the weekly and monthly basis. Key financial and have considered proposed changes to the standards promoted by the Chartered Institute Group’s external auditor, is key to ensuring the operational measures are reported on a weekly controls environment as set under the Corporate of Internal Auditors. The Commiee monitors the integrity of the Group’s published financial and monthly basis and are measured against Governance Reform. While much of this has now effectiveness of internal audit plans in accordance information. both budget and reforecasts in these meetings. been withdrawn, the work to enhance the controls with the Group’s ongoing requirements. A summary of the Group’s risk management environment remains on the agenda. Prior to commencement of the audit, the system is set out on pages -. The Commiee considered the output from Commiee reviewed and approved the audit plan Internal audit the annual internal audit programme to gauge whether it was appropriately focused. The Group maintains Group and regional/country Deloie LLP (‘Deloie’) act as internal auditor to the of assurance work, reviewed management’s KPMG presented to the Commiee its proposed level risk registers which outline the key risks faced Group, and the partner responsible reports directly responses to the maers raised and ensured plan of work, which was designed to ensure there by the Group including their impacts and likelihood, to the Audit Commiee, in addition to being a that any action was timely and commensurate are no material misstatements in the financial along with relevant mitigating controls and actions. permanent aendee of the Risk Commiee. with its level of risk, whether real or perceived. statements. The Commiee considered the On an annual basis, regional and country The backlog of actions which grew during the accounting, financial control and audit issues management teams are required to update their During the year, the Company reviewed Covid- hibernation is being cleared. There were reported by the external auditor that flowed local risk registers and risk maps to ensure that its internal audit arrangements as well as the no significant weaknesses identified in the year from their audit work. The Commiee specifically the key strategic, operational, financial, as well as approach to Board reporting on operational that would materially impact the Group as a asked KPMG to examine the continued use of emerging risks in each location are captured and risk and controls as recommended by the Board whole, but a number of recommendations were APMs and whether this remained appropriate prioritised according to likelihood and impact, evaluation. As a consequence, the Director of acted upon within the Group to strengthen in order to ensure the Company continued to and to identify the risk management activities for Risk and Assurance took up his role at the end controls or develop action plans to mitigate risk. reflect market practice in this area. In addition, each risk. The regional and country risk registers of the year. He has been tasked with taking the Commiee asked KPMG to consider the are used in conjunction with input from the previously identified control improvements, The Commiee remains satisfied that the accounting treatment of the acquisition of Executive Commiee, to update the Group risk incorporating them into a broader review and Group’s system of internal controls works well. the Midfield Concessions business and debt register. The Risk Commiee and Executive bringing a plan to evolve the maturity of the The Commiee determined the adequacy of refinancing. In addition to the specific areas Commiee review the assessment of risks, as internal controls framework to the Commiee. the performance of the internal audit process mentioned above, the Commiee challenged the well as current and future mitigation activities Deloie will continue to provide internal audit through the quality and depth of findings and auditors on whether the Group’s TCFD reporting at both the Group and regional/country levels. on a co-sourced basis and will report into the recommendations. During , the Commiee was in line with market practice. The Commiee reviewed this process and a new Director of Risk and Assurance. also carried out a formal assessment of the summary of the risk registers during the year. internal audit process, using questionnaires SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Audit Commiee Report The Commiee carried out an assessment of This is his first year in the role following partner Auditor independence and non-audit FRC Correspondence the external audit process during the financial rotation. Under the Statutory Audit Services services policy During the year, the UK regulator (FRC) reviewed year, including KPMG’s role in that process. for Large Companies Market Investigation The Commiee reviews the formal policy the SSP Annual Report and Accounts and The Commiee also considered the robustness (Mandatory Use of Competitive Tender Processes governing the engagement of the external asked the business to consider a number of of the audit process including, the level of and Audit Commiee Responsibilities) Order auditors to provide non-audit services on an technical disclosure maers. The Commiee challenge given by KPMG to critical management (the ‘CMA Order’), the Group is required to put its annual basis. It sets out the circumstances in has reviewed the leer from the FRC and SSP’s judgements and assumptions and the extent to external audit process out to tender again by no which the auditor maybe engaged to undertake response. As a result, SSP have clarified and which professional scepticism was shown by later than and intends to do so in line with non-audit work for the Group. The Commiee enhanced some disclosures in this Annual Report KPMG. This took account of the Commiee’s those regulations. The Commiee confirms it also oversees compliance with the policy and and Accounts. The enquiry was closed. own discussions with the external auditor on complies with the provisions of the CMA Order considers and approves requests to use the the work performed around areas of higher audit and that there are no contractual obligations that auditor for non-audit work. The FRC’s leer noted that the scope of their risk. It also took account of discussions of the restrict the Company’s choice of external auditor. review was limited to the annual report and Auditor’s conclusions on those areas, and the Recognising that the auditor is best placed accounts and did not benefit from detailed depth of the auditor’s understanding of the The Group’s intention to hold a tender in to undertake certain work of a non-audit nature, knowledge of the Group’s business. Group’s businesses. is in the best interests of shareholders and the e.g. audit-related services, engagements for Company as KPMG has a detailed knowledge non-audit services that are not prohibited are FRC Minimum Standard The review of audit effectiveness was supported of our business, an understanding of our industry subject to formal review by the Commiee based The Commiee considered the FRC’s External by the results of discussions with individual and continues to demonstrate that it has the on the level of fees involved, with reference to the Audit: Minimum Standard issued in May Commiee members and questionnaires necessary expertise and capability to undertake cap that applies. Non-audit services that are during the year and confirms that the completed by senior finance personnel both the audit pending the results of such tender. pre-approved are either routine in nature with a Commiee’s activities in the year have been at Group and in country, along with key members fee that is not significant in the context of the performed in compliance with that standard. of the legal and tax departments. The Audit Commiee has directed management audit or are audit-related services. The Group’s to ensure that where relevant the independence non-audit services policy was reviewed in the More information on the application The survey covered areas such as communication, of the prospective audit firms is maintained year with no material changes, and the Commiee of SSP’s accounting policies can be found the audit approach and scope, the calibre of the and that they are aware of the upcoming are satisfied they remain in line with the latest in Note (page ). audit teams, technical expertise, and tender timetable. ethical guidance. independence. The survey indicated overall satisfaction with the services provided by KPMG KPMG fees Details of fees payable to the external auditor and the Commiee was satisfied with KPMG’s The total fees paid to KPMG in the year ended are set out in note on page . In , responses to the points raised in the survey. September were . million, of which: non-audit fees represented approximately Further, the Commiee considered that KPMG of the audit fee. KPMG has provided services to provided good challenge to management to Audit services certain Group companies and the non-audit fees ensure the integrity of the financial reporting. . million – audit of these financial in included .m of fees for assurance work • Each year the commiee considers the annual statements in relation to turnover certificates, which are review by the FRC’s Audit Quality Review Team . million – audit of financial statements needed to comply with certain local regulations. • and challenges KPMG to ensure continuous of subsidiaries improvement. The results and feedback from The external auditor reported to the the survey were incorporated in the next year’s Non-audit services Commiee on its independence from the external audit plan. . million – audit-related services Group and confirmed it had complied with the • . million – assurance work for turnover independence requirements as set out by the • KPMG was originally appointed as external certificates within the business APB Ethical Standards for Reporting auditor in while the Company was privately Accountants. The Commiee is satisfied that owned, starting its role as auditor to a publicly Further disclosure of the remuneration paid KPMG has adequate policies and safeguards listed Company on the Group’s IPO in . to KPMG can be found in note on page . in place to ensure that auditor objectivity Following a formal tender process in , KPMG and independence are maintained. was reappointed as external auditor at the AGM. The audit partner for the year ended September was Lourens de Villiers. SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements As discussed in the Strategic Report, FY Directors’ Remuneration Report Statement by the Chair of the was a year of excellent performance. We delivered Remuneration Commiee significant revenue growth while seeing a strong recovery in EBITDA margin. Our EBITDA out-turn Dear Shareholder was m, which represents an increase of compared to FY levels on an pre-IFRS Introduction constant currency basis. This performance was On behalf of the Board and the Remuneration achieved notwithstanding inflationary pressures Commiee, I am pleased to present the Directors’ on costs. Overall revenues for the year were up Remuneration Report for the year ended , underpinned by the continued recovery in September , which contains: passenger travel volumes, particularly in the air the annual remuneration report, describing sector, as well as an improved customer offer and • how the existing Directors’ Remuneration digital proposition and further net contract gains. Policy has been applied in the financial year and how we intend to implement the policy A key driver of our performance has been our in the financial year focus on higher growth markets such as North the proposed updated Directors’ Remuneration America and Asia Pacific. In North America • Policy, to be put to a shareholder vote at the revenues for FY were above FY AGM the annual remuneration report, describing. levels (at actual exchange rates), and North America accounted for approximately a quarter Performance context of Group revenue. In the APAC and EEME region, The growth and momentum across the On behalf of the Remuneration Commiee, we saw a particularly strong performance in business is testament to the commitment I would like to start by thanking our colleagues Egypt and India. for the significant role they have played in driving and dedication of all our colleagues. growth and momentum across the business over We continued to make great progress on new Carolyn Bradley this financial year. The review of performance business, and the pipeline of secured net contract Chair, Remuneration Commiee over the last three years, as part of the gains (but not opened as at September ) Commiee’s assessment of the Restricted is now expected to add over m to overall Share Plan underpins, has also demonstrated revenues, on an annualised basis. We have the significant amount of positive change the continued to strengthen our business business has delivered. Our progress is further capabilities to drive competitive advantage demonstrated by the announcement of the including our customer proposition, our digital reinstatement of dividends for FY. technology platforms, and our people and The strong position we are in today is testament sustainability programmes. to the commitment and dedication of all our colleagues over the past few years. With regards to the laer, we achieved two key sustainability milestones. The Science-Based Meeting aendance Number of Targets initiative (SBTi) verified our target to Date appointed meetings Director as member aended reach net-zero greenhouse gas emissions across Carolyn Bradley October / our value chain (Scopes , and ) by FY, from a FY base year. Following our Apurvi Sheth January / significant progress in sustainability reporting Judy Vezmar August / and the continued delivery against our strategy, we achieved an MSCI ESG Rating of A. The Remuneration Commiee terms of reference can be found at www.foodtravelexperts.com More information on our Sustainability Strategy can be found on page . SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Directors’ Remuneration Report There is real momentum across the business SSP remains commied to continuous progress FY Restricted Share Plan (RSP) awards At the time the RSP awards were made, we as we enter FY, and this is a testament to and development of the colleague experience and The RSP was put in place as part of our prior commied to consider the impact of share price the strength of our leadership team. Working in to maintaining the focus and energy that we know Remuneration Policy review of , with the aim movements and potential windfall gains. These partnership with our clients and brand partners, is required for us to further progress our people of ensuring decisions taken by senior leadership awards were made in June , a few months aer together with the hard work and commitment and culture strategy. focused on the long-term success of the Company the first announcement of the Covid- vaccine, of colleagues across the business, management and were aligned with shareholders, but with which resulted in a positive impact on SSP’s share have maintained strong momentum in terms of Remuneration for FY more modest outcomes to recognise moving price at the time. The Commiee considers that financial performance for the year, as well as FY annual bonus outcomes from performance measures to performance no windfall gain has arisen and does not anticipate continuing to strengthen the foundations for The bonus framework for Executive Directors underpins. We remain confident that this was the making a discretionary adjustment. future growth. was based on EBITDA targets, with right decision for SSP and that the plan has been based on strategic objectives. supportive in motivating and retaining colleagues. Buy-out awards vesting during the year Wider workforce context On appointment, Patrick Coveney was granted Our approach to ensuring continued focus on EBITDA performance on a constant currency As the three-year performance period for share awards to replace deferred bonus shares, colleague experience and wellbeing remains basis for the financial year was m, first award under the RSP completed on and tranches of a performance share plan (PSP) centred on maintaining the right balance of global, outperforming the maximum target of m. September , the Commiee undertook award granted to him by his former employer. regional and local actions. As outlined earlier in This reflects the very strong performance of a qualitative and quantitative assessment of Full details of this can be found in the the report, we have also increased our focus on our business, particularly in the context of the performance over the period, recognising the FY Annual Report. colleague engagement to ensure investment is inflationary headwinds we faced. The EBITDA continual improvements year-on-year, and taking a aligned to feedback from our colleagues on what target for the financial year was m, holistic view on achievement with consideration of Tranche of the PSP buy-out award (which maers most. We are pleased that there are representing an increase of compared to the multiple indicators to determine the achievement mirrored performance conditions from his many initiatives underway across all our actual out-turn for the financial year. In this of each underpin. Our overall assessment previous employer) did not meet the performance operating counties as a direct result of this context we considered this target to be very considered the prudent reopening plan, the focus conditions required and therefore lapsed in full. feedback. Notwithstanding this progress, we stretching on a year-on-year basis. on strengthening long-term client relationships and The FY deferred bonus shares met requirements remain aware that ongoing high inflation means the strategies that were implemented to accelerate for vesting and therefore vested in full. These that this continues to be a challenging time for The Commiee also assessed the Executive our progress and recovery, which also resulted in vested shares continue to be subject to our malus many of our colleagues across the world. Directors’ achievements against their strategic increased M&A opportunities. The strong revenues and clawback policies. objectives that were set at the start of the and conversion of sales to profitability mentioned Over the year, we have continued to ensure financial year. Continuing the performance and above, versus the budget and financial plans over Overall performance outcomes colleagues are aware of the support and benefits momentum of FY, they have once again the performance period, were clear indicators The Commiee reviewed the overall performance available to them, whilst also implementing new demonstrated their experience and stewardship in determining the achievement of the second outcomes for FY in the wider context of the or enhanced offers. For example, within the UK despite experiencing macroeconomic uncertainty underpin, while the significant progress and delivery experience of the Group, its employees, its we have introduced a financial education initiative, throughout the year. This was Patrick Coveney’s against SSP’s Corporate Responsibility Strategy shareholders and its wider stakeholders. Overall, via Salary Finance, that also enables a salary first full performance year since stepping into the (which we now refer to as our Sustainability we considered that they fairly represented the advance for colleagues. We are also in the process Group CEO role in March , and he has further Strategy) was key in our assessment of the third performance achieved by the Group and the of rolling out a wellbeing and digital doctor’s demonstrated his exceptional leadership, and underpin. As a result, the Commiee determined management team during the year, and that no appointment offer to all UK colleagues and their significant, positive impact on the business. that the underpins had been met in full. discretionary adjustments to these outcomes families. Both of these initiatives are the direct Jonathan Davies’s focus on the growth and were needed. result of feedback from our colleagues. capital strategy, including business development, While the performance underpins were assessed this year has ensured the outperformance of the over a three-year period ending September The approach we took for the pay review this Group targets and a strong pipeline for future , awards to Executive Directors were year was primarily focused on our wider colleague growth. Jonathan has also been key in providing postponed until June due to the timing of base. The percentage increase received by our stability and support during Patrick’s first full the shareholder approval of the RSP at the wider workforce was higher than that received year in role. The resultant bonus outcomes were AGM, the rights issue, and subsequent closed by our executive team. I outline more detail on of maximum for both Patrick Coveney and period due to the half year results. Therefore, the this later in my statement. Progress has also Jonathan Davies, which we believe is a fair and vesting of the awards will take place on the third been made on our digital transformation, which accurate reflection of their achievements in the anniversary of the award date in June for we expect over time will allow us to broaden the year. Full details of performance against these Jonathan Davies. Patrick Coveney was not in role scope of practical benefits we offer to colleagues. objectives are provided on page . at the time of the award and therefore did not participate in this award. SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Directors’ Remuneration Report Remuneration policy review Remuneration for FY Restricted Share Plan In line with the normal three-year policy timeline, Salary increases Executive Directors will continue to receive the Directors’ Remuneration Policy is due for The Commiee normally reviews Executive Restricted Share Plan awards of up to of renewal at the AGM. During the year the Director salaries at the same time as all other salary, which are subject to the achievement of Commiee has therefore conducted a thorough salaried colleagues, with any increases effective performance underpins. The underpins remain review of our existing remuneration policy. from June. In determining the salary increases, focused on delivering long-term sustainable This exercise confirmed that our current policy we have continued to consider external growth, achieving financial and strategic remains aligned with our strategy and that it is environment pressures such as the wage growth objectives, and on delivering our Sustainability effective in rewarding and retaining top talent inflationary pressures and the increasing demand Strategy objectives. within our organisation. In particular, we consider for talent, alongside the internal recovery context that the RSP continues to be the right approach for SSP. In FY, the Commiee agreed to award All-employee share plan renewal to support the business and the strategy as: a salary increase of . to both Executive The Share Incentive Plan (UK SIP) and the it supports dynamic and responsive Directors. This is below the average salary International Share Incentive Plan (ISIP), are due • management actions – we want management increases for the UK based salaried wider to reach their -year limit in July . We will to take the right actions to build the business workforce, who had increases in the range of therefore be seeking shareholder approval to to deliver long-term sustainable growth -., with increases above this, on average, operate these plans for a further years, with no the operation of the RSP is aligned across the for colleagues paid on an hourly basis. Salaries major changes to the plan rules, at the AGM • wider management team. The restricted share will next be reviewed in June . so that we can continue to provide awards under model is simple and transparent and although these plans to our employees. the upside is more modest, it beer supports Annual bonus retention and is motivating below board level. The Commiee continues to evolve the Looking forward It also aligns management to investors by annual bonus framework to align with both This year has been one of strong performance focusing on improvement in share price. our business trajectory as well as responding and of considerable progress on our strategic to our shareholders. priorities, with clear momentum heading into In addition to the review undertaken, we also FY. We are satisfied that the remuneration considered that financial year was the first The FY annual bonus will continue to be based outcomes for FY are appropriate in the full year under Patrick Coveney’s leadership, on profit performance. For FY, we are context of the strong performance achieved and the focus has been on determining the right introducing Earnings Per Share (EPS) as a in the year, which contributed to our decision business strategy and geing on with doing the measure to the bonus, with a weighting of , to reinstate a dividend for the financial year. job at hand. Therefore, we are not proposing any alongside the EBITDA measure with a weighting Therefore, we are confident that our remuneration significant changes to our remuneration policy at of . We consider that measuring profit policy remains aligned with our strategy. this time. We have however continued to listen to performance through both EBITDA and EPS will shareholders in the implementation of our policy, provide a more rounded assessment of our profit The Commiee remains commied to an open the changes to which are outlined in the performance and strengthens the annual bonus’ and transparent dialogue with shareholders on remuneration for FY section. alignment to our shareholders’ experience. executive remuneration at SSP. I hope you will The introduction of EPS has also been applied to support us at the forthcoming AGM. SSP’s Group Executive Commiee. The remaining of the award will continue to be based on The Directors’ Remuneration Report has been strategic objectives. of the for Patrick approved by the Board and signed on its behalf by: Coveney will comprise targets aligned to our Sustainability Strategy. Carolyn Bradley Chair, Remuneration Commiee December SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Directors’ Remuneration Report Remuneration at a glance Performance outcomes for the year ended September Annual revenue (m) Pre-IFRS underlying Operating profit/(loss) (m) , , - Remuneration outcomes for the year ended September , - , Executive Directors The table below provides a high level overview of what our Equity exposure of our Executive Directors Executive Directors earned in . Vesting of Share Patrick Coveney Fixed Pay (Salary, Annual bonus Awards (including Pension, and (total of cash and RSP and All figures shown in Benefits) deferred shares) buy-out awards) Patrick Coveney , Jonathan Davies Jonathan Davies , Relates to a buy-out award for Patrick’s FY Deferred Bonus that was detailed in the Annual Report. Further details on this award is provided in the Single Minimum Shareholding Requirement Actual Shareholding Interest in unvested/unexercised Shares Figure Table. Overview of implementation of Policy in FY A summary and comparison of the proposed financial year and financial year Executive Director packages is set out below. There are no proposed changes to the application of remuneration policy for financial year. Patrick Coveney Jonathan Davies Element of remuneration Base salary , , , , Pension ( of base salary) Annual bonus maximum ( of base salary) Annual bonus measures Financial and Strategic Financial and Strategic Financial and Strategic Financial and Strategic RSP annual award ( of base salary) Shareholding requirement ( of base salary) Patrick Coveney and Jonathan Davies received a . salary increase effective June , which is below the average salary increases received by the wider UK colleagues. The next salary review will take place for all colleagues in June . As set out on page , Jonathan Davies’ pension was aligned to the rate received by the wider workforce effective December . SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Directors’ Remuneration Report Corporate governance code provision disclosure When considering the implementation of the Remuneration Policy for FY, the Commiee was mindful of the UK Corporate Governance Code and considers that the executive remuneration framework appropriately addresses the following factors: Clarity The Commiee is commied to providing open and transparent disclosures regarding our executive remuneration arrangements. • We continue to have regular dialogue with our shareholders. • We sought to explain our Remuneration Policy in a way that highlights its alignment to our strategic priorities as well as good governance practices under the UK Corporate • Governance Code and investor guidance (for details of our strategic priorities see pages - of this report). We continue to engage with the workforce, as appropriate, to explain the pay outcomes for the Executive Directors and their alignment with the broader Company pay outcomes. • See page for details. Simplicity Remuneration arrangements for our executives and our wider workforce are simple in nature and well understood by both participants and shareholders. • Our restricted share plan, as approved by shareholders in , is a simple model that aligns our senior management team to the experience of our shareholders as we exit our • recovery period. Risk The Commiee considers that the structure of incentive arrangements for Executive Directors and senior management does not encourage inappropriate risk-taking. • Our annual bonus is based on a balance of strategic and financial metrics. Targets are set to ensure that maximum can only be earned for delivering truly exceptional performance • while not encouraging risk-taking. Our RSP has more modest award levels relative to the prior PSP and is subject to performance underpins which ensure that there is no payment for failure. • Annual bonus deferral, the RSP post-vesting holding period and our in-employment and post-employment shareholding requirements provide a clear link to creating sustainable, • long-term value for shareholders. Malus and clawback provisions also apply to our incentive arrangements, and the Commiee has overarching discretion to adjust formulaic outcomes to ensure that they are • appropriate aer assessing performance in the round. Predictability The RSP, as approved by shareholders in , increases the predictability of outcomes and minimises the potential of unintended outcomes. • Our Policy contains details of opportunity levels under various scenarios for each component of pay. • Proportionality The Commiee believes that the bonus and RSP incentivise management to take the right actions for sustainable value creation in the current environment. • The Commiee considers business and individual performance from a range of perspectives. Poor financial performance is not rewarded. • Alignment to culture Any financial and strategic targets set by the Commiee are designed to drive the right behaviours across the business. • The RSP, as approved by shareholders in , encourages our executives to focus on making the right decisions, in line with our growth strategy, for the long-term sustainable • performance of the business. In we aligned Executive Director pensions with the wider workforce rate. • As part of our review of the Remuneration Policy, the Commiee considered our approach to remuneration throughout the organisation to ensure that arrangements remain • appropriate in the context of our strategy, values and approach to reward for the wider workforce. SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Directors’ Remuneration Report Annual report on remuneration Single total figure of remuneration – Executive Directors (audited) The following table provides a summary single total figure of remuneration for the and financial years for the Executive Directors. Salary and Fees Benefits Pension Annual Bonus Long-term Incentives , , Other Total fixed remuneration Total variable remuneration Total All figures shown in Patrick Coveney , – – – , , , Jonathan Davies – – – , , , Salary and fees – this represents the base salary and fees paid in respect of the relevant financial year. Long-term incentives – the value presented for Jonathan Davies is calculated using the average mid-market closing share price for the fourth quarter to the year ended September (.). Long-term incentives – there was nil value reported for as no shares vested under the LTIP award. The Commiee did not exercise any discretion with regards to the vesting of the LTIP Award. Share appreciation – for the value for Jonathan Davies in , the value aributable to share price appreciation is -k over the period since the date of the award. The Commiee did not exercise any discretion for the Executive Directors with regards to the vesting of the LTIP award. The value will be updated in the annual report once the share price at vesting is known. For , as there was nil vesting, there is no value aributable to share price appreciation over the performance period. Patrick Coveney – amounts of pay shown for Patrick Coveney shows remuneration earned from his appointment to SSP as Group CEO on March . Other – amounts relate to the vesting of a deferred bonus buy-out award for Patrick Coveney. The value has been calculated using the mid-market closing share price of . on the date of vest. Additional disclosures in respect of the single figure table Base salary Executive Director annual base salaries in the financial year (audited) From June From October Change Patrick Coveney , , . Jonathan Davies , , . The amount of remuneration received by Non-Executive Directors is set out on page . Benefits During the year, Patrick Coveney and Jonathan Davies received benefits totalling k and k respectively. These benefits included participation in the UK SIP, private medical insurance (for the executive and their family), life assurance, car allowance, company fuel card and home to work travel (including associated tax paid). As disclosed last year, benefits for Patrick Coveney includes travel and accommodation costs associated with his relocation, which were agreed for the first twelve months of his appointment. These benefits ceased in April . Details of shares held by Executive Directors under the UK SIP are set out below: Total SIP shares held at Shares acquired Matching shares awarded Matching shares forfeited Shares sold during Total SIP shares held at October during financial year during financial year during financial year financial year September Jonathan Davies , – – , Patrick Coveney does not currently participate in the UK SIP. Pensions The table below sets out the pension arrangements for our Executive Directors that were in force during the year. Director Pension type Pension level ( base salary) Patrick Coveney Cash in lieu of pension Jonathan Davies Cash in lieu of pension The Company pension allowance for Patrick Coveney is in line with the rate applicable to the wider workforce. The pension allowance for Jonathan Davies was brought in line with the applicable wider workforce rate effective December . SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Directors’ Remuneration Report Annual bonus In determining the total level of bonus payable to the Executive Directors, the Commiee considered The bonus structure for Executive Directors for the year ended September assessed the wider performance of the Group. As detailed on page , FY was a year of strong underlying EBITDA (on a pre-IFRS basis at constant currency) as the financial target. Of the total performance across revenue growth and EBITDA margin achieved through productivity and pricing bonus opportunity, was determined by the financial target, with the remaining opportunity initiatives, focus on higher growth markets, great progress on new markets, and laser-focused determined by achievement of key strategic objectives. aention on the finance related strategic deliverables, notwithstanding the inflationary pressure on costs. These results are aligned to the upper end of shareholder and investor forecasts. Based For FY, we returned to seing a fixed absolute target range of EBITDA, agreed at the start of the on these outcomes, the Commiee concluded that the bonus outcomes were appropriate so did year. The target was aligned to the Group Strategy and our focus on sales and profit conversion, while not exercise its discretion in respect of the annual bonus. As both Patrick and Jonathan meet their also incentivising investment in growth. The EBITDA target on a constant currency basis for FY minimum shareholding requirement, of their bonus will be deferred into shares according represented an increase of compared to the actual out-turn for FY, which was considered to the bonus deferral policy in place. to be very stretching on a year-on-year basis. A full breakdown of performance against the financial and non-financial targets is set out below and Based on the framework as described above, Patrick Coveney and Jonathan Davies received bonuses on page . In line with our Policy, we have assessed our Executive Directors’ performance against as set out in the table below. Further details of financial targets and strategic performance is also set strategic objectives based on targets set at the start of the year. out below. Financial performance Bonus formulaic Actual bonus Annual bonus payout in the Maximum bonus outcome Actual bonus deferred into shares The table below sets out a summary of performance against the EBITDA financial target. All figures financial year (audited) opportunity ( of maximum) received as cash () () shown below are based on an underlying (pre-exceptional) pre-IFRS basis at constant currency. Patrick Coveney , , EBITDA targets set at start of FY (m) Jonathan Davies , , Threshold ( of maximum) Target/budget ( of maximum) Maximum ( of maximum) performance (m) Deferral policy: Executive Directors will be required to defer a minimum of of any bonus received into the Group’s shares, where they meet their minimum shareholding requirement, and where they do not. Patrick Coveney reached his minimum shareholding requirement of of base salary during FY and therefore, both he and Jonathan Davies will receive of their total bonus as cash and the remaining will The maximum target represented a year-on-year increase on our FY EBITDA performance of m and we remain confident that this be deferred into the Group’s shares. was an appropriately stretching target when set at the beginning of the financial year. SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Directors’ Remuneration Report Strategic objectives A summary of our Executive Directors’ performance against strategic objectives and how they link to our overall Group Strategy, is shown below. For further details on the output of delivering the strategic objectives see the Strategic Report from page . Patrick Coveney – Group CEO Objective Link to strategic ( maximum) priorities Targets Performance assessment Growth Deliver Year of the new SSP Group Group strategy as adopted by plc Board in July was recalibrated with Board and Group Exec in July . • • Strategy for Growth The strategy has been fully cascaded into regions and functions. Delivery of LFL sales upli (. YoY), underpinned by strong LFL regional growth ( in NA and in APAC • and EEME), digital, proposition and brand enhancement. Successful completion of strategic acquisition in North America. • Visits to more than countries and hundreds of SSP outlets to build stronger relationships with colleagues • as well as our clients, brand and joint venture partners. Organisation Group Executive Team, re-shaped and Shaped and aligned the Group Executive Commiee around the business strategy, revising roles where appropriate • • aligned around Growth Strategy with the and creating unified operating team with excellent level of teamwork and mutual support. right capabilities in place to deliver Strong progress on aligning wider organisation on revised Group strategy and future direction. • Capability , Prioritised resource and development Momentum in line, or ahead of, plan to strengthen capability in areas of: Customer, Business Development, Proposition, • • investment around the five key strategic Technology, Sustainability, Engagement. identified capabilities Further progress needed in Health and Safety and in Compliance/Controls. • Sustainability , Culture: Progress against our Sustainability Delivery of Sustainability Strategy, Sustainability Report, Capital Markets Event, and SBTi target validation. • • & Inclusion (Net Zero) and Inclusion Action plan Strong progress in reducing absolute Scope and emissions ( improvement from base year); further • momentum on Scope (menus, brands, formats, design/construction). Progress on DE&I across the Group – with female presence in senior leadership team currently at . • Taking into account performance against strategic objectives, Patrick Coveney achieved of bonus for this element. Jonathan Davies – Deputy CEO and Group CFO Link to strategic Objective ( maximum) priorities Targets Performance assessment Business Delivery of value creation plan and EBITDA margin recovery on track and at the upper end of external guidance with margin at +.. • • Performance procurement target savings Gross Profit Margin increased . ahead of budget on a year-on-year basis, demonstrating pricing action • and margin optimisation initiatives successfully mitigating exceptionally high levels of cost inflation. Business , Accelerate pace of business development Strong focus on business development activity with approximately new contract wins in FY. • • Development activity and lead and execute M&A activity Completed the acquisition of the concessions business of Midfield Concessions Enterprises, Inc. Gross Contract Gains + for FY vs sales (vs target ). • Contract Retention rate was in line with target. • Capital Structure , Develop capital strategy and execute The capital strategy was agreed by the Board in Q and refinancing was completed in July in line with agreed timeline. • • & Financing on strengthening the balance sheet Sustainability , Achieve verification of our net-zero Sustainability Strategy and targets updated and published in January , with net-zero strategy and targets validated • • roadmap by Science Based Targets by the SBTi. initiative and further group diversity TCFD Strategy reviewed and agreed with the Audit Commiee. • development Progress on DE&I across the Group – with female presence in senior leadership team currently at . • Taking into account performance against strategic objectives, Jonathan Davies achieved of bonus for this element. Strategic Priorities: () Pivoting to high-growth channels and markets, () Enhanced business capabilities; driving competitive advantage, () Delivering operational efficiencies SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Directors’ Remuneration Report RSP award – assessment of performance underpins Strategic alignment of remuneration The three-year performance period for the first award under the RSP was completed Each year, the remuneration offer for our Executive Directors is reviewed to ensure the continued on September . The award had the following underpins: alignment to our strategic priorities and to ensure that it incentivises the right behaviours to deliver The Company has taken the right actions to strengthen its competitive advantages and position our purpose and values. This includes a review of the financial measure and strategic priorities that • the Group for long-term sustainable growth. contribute to the payment of any bonus as well as confirmation that the RSP performance underpins The Company has achieved the principal strategic and financial annual objectives over the three- remain aligned to our long-term strategy. The external market situation, our business performance, • year period, notably: revenue growth, given the available passengers numbers at SSP sites during and the experience of our shareholders are also considered in any pay-related decisions. Part of this the period, and efficient conversion of revenue into profit and cash. review included consideration of how the Executive Directors’ reward linked to our Sustainability goals The Company has made progress on SSP’s Sustainability Strategy. as set out on page . Delivery of progress on the Sustainability Strategy is assessed under the annual • bonus and RSP awards made to Executive Directors. The Commiee undertook a qualitative and quantitative assessment of performance over this period. This assessment considered multiple indicators in relation to each of the three underpins. The We have always reviewed and been mindful of the importance of remuneration alignment between our framework for assessment, in relation to financial measures, included assessment of revenue growth Executive Directors and our SSP colleagues. We have determined that the best approach to ensuring and profit and revenue conversion. For the Sustainability Strategy progress was assessed under each this alignment is to utilise the same bonus and long-term incentive plan structure for all eligible of the four areas of our sustainability pillars: Products; People; Environment and Community. colleagues and therefore outcomes are applied on the same basis for the same performance outcome. Performance highlights from this assessment were as follows: This approach also allows for the alignment of communication on bonus and long-term incentives The Group’s considered reopening strategy allowed the business to strengthen long-term client outcomes across all regions. • relationships, accelerating recovery once Covid restrictions eased. Strong financial recovery – FY Revenue ahead of despite passengers below FY In addition to this, Judy Vezmar, our designated Non-Executive director for Workforce Engagement • levels. Incremental underlying pre-IFRS EBITDA improvement of m over the three year (ENED), hosts meetings with a range of employees from across the business, to encourage open and period, from a loss in of .m, with sales improving by .bn. honest two way conversations across a wide range of topics. These meetings are entirely flexible and New business – he pipeline of secured net contract gains is now expected to add over m to can be used as a forum for employees to raise any topic they choose, including any views or questions • overall revenues, on an annualised basis. Identification of new opportunities to increase foothold regarding Executive Remuneration and how it aligns with the wider pay policy. Feedback from these and market share. In North America revenues for FY were above FY levels (at actual sessions is then relayed to the Board for discussion. exchange rates), and North America accounted for approximately a quarter of Group revenue. Becoming more cash generative and successfully delivered the balance sheet to .x net debt/ • EBITDA (on an underlying pre-IFRS basis). Progress on SSP’s Sustainability Strategy – gained SBTi approval for net-zero targets (Scopes , • and ) by FY from a FY base year. Achieved a reduction in absolute Scope and GHG emissions from base year. Year-on-year results improvement over the last three years from colleague engagement survey. Based on the assessment, the Commiee determined that the underpins had been met and that the award held by Jonathan Davies will vest in June , three years aer the date of grant. Patrick Coveney was not in role at the time of the award and therefore did not participate in this award. SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Directors’ Remuneration Report Scheme interests awarded during the financial year The following awards were made to the Executive Directors in the financial year. Plan Type of award Date of Award Number of awards granted Face value () at date of grant Face value of Salary End of performance period Patrick Coveney RSP Conditional Share Award December , , September Jonathan Davies RSP Nil Cost Option December , , September Patrick Coveney DSBP Conditional Share Award December , , n/a n/a Jonathan Davies DSBP Conditional Share Award December , , n/a n/a For Patrick Coveney, of his financial year annual bonus was deferred into shares, for Jonathan Davies of his financial year annual bonus was deferred into shares, in line with our deferral policy. These awards are subject to a three-year holding period from date of award. The closing mid-market share price on the day before grant was used to calculate the number of RSP shares over which each award was granted (. for the December award). RSP awards will vest subject to the confirmation of the performance underpins, set at the beginning of the performance period, and will be assessed at the time the Group publishes its full year financial results and completion of a three-year vesting period from date of grant. Following vesting, awards will be subject to an additional two-year holding period. The performance underpins are summarised on page. SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Directors’ Remuneration Report Implementation of Remuneration Policy in the year ending September This section provides an overview of the key components of our remuneration framework and how we intend to operate the policy in FY. Base salary Base salaries as at October : Base salary Base salaries as at October : Patrick Coveney: , Jonathan Davies: , Base salaries for Executive Directors will be reviewed in line with the Group’s usual timetable, usually with effect from June. Benefits Executive Director benefits will continue to include private healthcare (for the executive and their family), life assurance, car allowance or a company car, travel to and from work (including associated tax paid) and participation in the UK SIP. Pensions Patrick Coveney: of base salary Jonathan Davies: of base salary New appointments will also be aligned with the wider workforce. Annual bonus Maximum opportunity: Patrick Coveney: of base salary Jonathan Davies: of base salary Targets: For the financial year, bonuses will continue to be based on financial and strategic objectives. The financial measure will be split between EBITDA, accounting for , and Earnings Per Share (EPS), accounting for . Specific financial targets and details of strategic objectives (linked to our Strategic Priorities and Sustainability Strategy) will be disclosed in the / Annual Report when they are no longer considered to be commercially sensitive. Deferral: Executive Directors will be required to defer a minimum of of any bonus received into the Group’s shares, where they meet their minimum shareholding requirement, and where they do not. Restricted Share Plan The Commiee intends to make the awards under the Restricted Share Plan in December as set out below. Patrick Coveney: of base salary Jonathan Davies: of base salary These awards will vest on the third anniversary of the date of grant. Vested awards will be subject to a two-year holding period. If the Company does not meet one or more of the performance underpins over the relevant vesting period then the Commiee would consider whether it was appropriate to adjust (including to zero) the level of pay-out under the award to reflect this. The performance underpins are: The Company has continued to strengthen its competitive advantages and position the Group for long-term sustainable growth The Company has achieved the principal strategic and financial objectives over the three-year period, which include: – revenue growth – efficient conversion of revenue into profit and cash The Company has made progress on delivering its Sustainability Strategy objectives over the three-year period In assessing the extent to which the performance underpins have been satisfied, the Commiee will consider a range of quantitative and qualitative benchmarks to inform its decision. Should any of the underpins not be met, the Commiee would consider whether a discretionary reduction in the number of shares vesting was required. Minimum Shareholding To align the interests of Executive Directors with those of shareholders, they are required to build and maintain significant holdings of shares in the Group over time. Requirement The minimum shareholding requirement for Executive Directors is: Group CEO: of base salary • Deputy CEO and CFO: of base salary • In addition to the above, Executive Directors will be required to maintain their full minimum shareholding requirement for one year post-cessation of employment, and hold of the requirement for a second year. SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Directors’ Remuneration Report Non-Executive Director Remuneration Single total figure of remuneration – Non-Executive Directors (audited) Salary and Fees Benefits Total fixed remuneration Total variable remuneration Total All figures shown in Mike Clasper – – – – Carolyn Bradley – – – – Kelly Kuhn – – – Tim Lodge – – – – Apurvi Sheth – – Judy Vezmar – – Benefits – this comprises the reimbursement of expenses for travel to and from Board meetings. Kelly Kuhn and Apurvi Sheth were appointed to the Board on January . Amounts shown in FY reflect fees paid for the period of the year that they were Directors. The Non-Executive Director fees for the year ended September are set out below. In reviewing the Non-Executive Director fees, a number of factors were taken into consideration. In addition to conducting a market assessment, the increasing scope and time commitment required by the NEDs as well as the Chair and NED fees having remained unchanged since Nov and July respectively. Therefore, the Chair fee was increased by ., while the Basic NED fee was increased by . effective October . An additional fee was introduced during the year to recognise the increased scope of the Engagement NED role. No increase was applied to the Senior Independent Director and Chair of Audit/Remuneration Commiee additional fee. The Company will review these fees in accordance with the terms of the Non-Executive Director appointment leers and will undertake a review each year. A review may not result in an increase in fees. fees Chair of the Board , Board member , Additional fee for Senior Independent Director , Additional fee for Chair of Audit/Remuneration Commiee , Additional fee for Engagement Non-Executive Director , In addition to any additional fee for acting as the Senior Independent Director. SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Directors’ Remuneration Report Historical TSR performance As the Company is a constituent of the FTSE , the FTSE Index provides an appropriate indication of market movements against which to benchmark the Company’s performance. The chart below summarises the Company’s TSR performance against the FTSE Index over the period from Admission on July to September . TSR performance since admission Admission .................... .. SSP Group FTSE Chief Executive Officer remuneration outcomes The table below summarises the Chief Executive Officer single figure for total remuneration, and the annual bonus payable and long-term incentive plan vesting levels as percentages of maximum opportunity for completed financial years following Admission. Chief Executive Officer CEO Name K. Swann K. Swann K. Swann K. Swann K. Swann K. Swann S. Smith S. Smith S. Smith S. Smith P. Coveney P. Coveney Single figure of remuneration .m .m .m .m .m .m .m .m .m .m .m .m Annual bonus payable (as a of maximum opportunity) . Long-term incentive vesting out-turn (as a of maximum opportunity) n/a n/a n/a n/a n/a n/a Reflects period spent in role as Group CEO from October to May . Reflects period spent in role as Group CEO from June to September . Reflects period spent in role as Group CEO from October to December . Reflects period spent in role as Group CEO from joining on March to September . Total remuneration for includes additional awards of cash and shares made on IPO by the Company and the previous majority shareholder. SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Directors’ Remuneration Report Year-on-year change in pay for Directors compared to the average employee Executive Directors Non-Executive Directors SSP Group plc Year employees Patrick Coveney Jonathan Davies Mike Clasper Carolyn Bradley Kelly Kuhn Tim Lodge Apurvi Sheth Judy Vezmar Base salary/fees Benefits () () – – – – () Annual Bonus – – – – – – Base salary/fees – – – Benefits () – – – – – – – Annual Bonus n/a – – – – – – – Base salary/fees – – – – Benefits – – – – – – – Annual Bonus n/a – n/a – – – – – – Base salary/fees – () – () – – – – Benefits () – – – – – – – Annual Bonus () – () – – – – – – Director was appointed to the Board in the financial year and therefore the table is comparing a full years’ earnings in against pro-rata remuneration in . Benefits in relate to reimbursement of expenses for travel to and from Board meetings. Directors’ benefits are lower as the financial year included a one-off reimbursement which was detailed in full in the Annual Report and Accounts. Director was appointed to the Board during the financial year and therefore the table is comparing a full years’ earnings in against pro-rata remuneration in . Benefits in relate to reimbursement of expenses for travel to and from Board meetings. Director was appointed as Audit Chair following the AGM and therefore the table is comparing a full years’ earnings with the associated fee against pro-rata fees in . No year-on-year percentage could be calculated for due to a return to bonus payment for the financial year aer a nil bonus payment in , therefore ‘n/a’ is shown. Relative importance of the spend on pay The table below shows the total spend on employee pay in the and financial years and the total expenditure on dividends. Percentage change Total staff costs .m .m Dividends m m n/a Increase in spend on employee pay is largely due to further YoY increase in colleague numbers and a return to business as usual. SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Directors’ Remuneration Report CEO Pay Ratio Statement of Directors’ shareholding and share interests (audited) In accordance with the Companies (Miscellaneous Reporting) Regulations , the table below Shareholding guidelines require Executive Directors to build up over time a personal shareholding sets out the Group’s CEO pay ratios for the year ended September . This compares the Chief in the Company equivalent in value to of base salary for the Group CEO and of base Executive Officer’s total remuneration with the equivalent remuneration for the employees paid at the salary for the Deputy Group CEO and CFO. Executive Directors are encouraged to retain vested th, th and th percentile of SSP Group’s workforce in the United Kingdom. The total remuneration shares earned under the Company’s incentive plans until the shareholding guidelines have been met. for each quartile employee, and the salary component within this, is also outlined in the table below. The Chair and each Independent Non-Executive Director are expected to build and then maintain a shareholding in the Company equivalent in value to of their annual gross fee. th Percentile th Percentile th Percentile Year Method pay ratio pay ratio pay ratio The period over which the minimum shareholding must be built up is a three-year period from the date of Option B : : : appointment. The table below shows details of the Directors’ shareholdings as at September . Base Salary , , , Total Pay and Benefits , , , Following his appointment, Patrick Coveney had purchased a significant number of shares in order to Option B : : : meet his shareholding guideline by September , ahead of the intended timeline of March . Option B : : : Interests in Shares owned unvested PSP/RSP Option B : : : Shareholding Shareholding as a outright at awards at guidelines as a of salary/fee September September Director of salary/fees achieved The pay ratios above are calculated using the actual earnings for UK employees. The CEO’s Single Total Patrick Coveney , ,, Figure of Remuneration is ,k as shown on page . Jonathan Davies ,, , SSP has chosen Option B, using the most recently submied Gender Pay Gap data to identify the Mike Clasper , – employees at the th, th, and th pay percentiles in our UK employee population. As SSP has Carolyn Bradley , – a large number of hourly paid operations colleagues in the UK, of which a large portion work seasonal Kelly Kuhn , – or part time hours, option B was selected as it is the most practical way to produce representative Tim Lodge , – percentile calculations. Apurvi Sheth , – Total remuneration for UK full-time equivalent employees for FY has been calculated in line with Judy Vezmar , – the single figure methodology and reflects actual earnings received in FY. No elements of pay For the purposes of determining Director’s shareholding requirements, the individual’s salary/fee and the three-month average share price have been omied. All payments have been calculated on a full-time equivalent basis. to September (.) have been used. Further, the total shareholding used to calculate the shareholding percentage for Executive Directors excludes Matching Shares issued under the UK SIP that remain subject to holding conditions ( for Jonathan Davies as at September ). Compared to the Annual Report, there has been a considerable change in the eligible population ‘Shares owned outright at September ’ includes shares held by persons connected with a Director. It also includes Partnership Shares for inclusion in the pay ratio. This is due to the substantial growth in operations activity and headcount purchased, Matching Shares awarded under the UK SIP that are no longer subject to holding conditions, Dividend Shares purchased under the in the UK between the time periods used for the gender pay gap calculations. This population growth UK SIP and awards granted under the DSBP on an estimated net of tax basis. For Patrick Coveney, it also includes a deferred bonus buy-out award on an estimated net of tax basis. contains a larger proportion of hourly paid operations colleagues than the prior year’s information The Director has until the third anniversary of their date of appointment to meet their Minimum Shareholding Requirement. On October , which has the effect of reducing the salary and total pay figures at each percentile. Additionally, Judy Vezmar purchased an additional , ordinary shares bringing her total shareholding to of her fees for the year, and meeting the required shareholding guidelines. the single figure for CEO has increased year-on-year as information contained the three-month period where there was no CEO in position (as detailed in Annual Report). These two factors are Simon Smith is in the second and final year of his post-employment shareholding requirements the main influences on year-on-year changes in the pay ratio and not any changes to the structure of which have been enforced through trading restrictions on his share account and subject to reporting pay and benefits for UK colleagues. Pay rates for all colleagues are set by reference to a range of obligations to the Company. Once again, the Commiee can confirm that Simon Smith is compliant factors, such as market practice, experience, and performance in role. with the post-cessation shareholding requirement which is due to expire on December , which would be the second anniversary of his departure from SSP. SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Directors’ Remuneration Report Interests in unvested RSP awards at September The Remuneration Commiee in Interests in unvested RSP awards refers to Restricted Share Plan awards granted in June , Consideration by the Directors of maers relating to Directors’ remuneration September , December , February , April and December . The performance The Board entrusts the Remuneration Commiee with the responsibility for seing the Remuneration underpins for each award are as follows. Policy in respect of Executive Directors and senior executives and ensuring its ongoing appropriateness and relevance. In seing the remuneration for these groups, the Commiee considers the pay and If the Company does not meet one or more of the performance underpins over the relevant vesting conditions of the wider workforce and roles in relevant geographies. period then the Commiee would consider whether it was appropriate to adjust (including to zero) the level of pay out under the award to reflect this. The performance underpins are: External advice . The Company has taken the right actions to strengthen its competitive advantages and position During the year ended September , the Commiee received independent advice on executive the Group for long term sustainable growth remuneration maers from Deloie. Deloie received , in fees for these services. Deloie is . The Company has achieved the principal strategic and financial annual objectives over the year a member of the Remuneration Consultants Group and, as such, voluntarily operates under the code period, notably: of conduct in relation to executive remuneration consulting in the UK. During the year, Deloie also – revenue growth, given the available passenger numbers at SSP sites during the period provided the Company with internal audit services, tax services and technology consulting services. – efficient conversion of revenue into profit and cash . The Company has made progress on SSP’s Sustainability Strategy The Commiee appointed Deloie to the role of independent advisor to the Commiee in . The Commiee has reviewed the advice provided by Deloie during the year and is comfortable that In assessing the extent to which the performance underpins have been satisfied, the Commiee will it has been objective and independent. The Commiee has reviewed the potential for conflicts of consider a range of quantitative and qualitative benchmarks to inform its decision. Should any of the interest and judged that there were appropriate safeguards against such conflict. underpins not be met, the Commiee would consider whether a discretionary reduction in the number of shares vesting was required. The RSP awards due to be made in December will reflect the revised performance underpins as noted on page Movement in Directors’ shareholdings from September As at the date of this report, other than as set out below, there had been no movement in Directors’ shareholdings and share interests from September . Shares owned Shares owned outright at outright at December September Director Change Patrick Coveney , , – Jonathan Davies ,, ,, Note: ‘Shares owned outright’ includes shares held by persons connected with a Director. It also includes Partnership Shares purchase, Matching Shares awarded under the UK SIP that are no longer subject to holding conditions and Dividend Shares purchased under the UK Share Incentive Plan. It excludes Matching Shares issued under the UK SIP but remain subject to holding conditions. SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Directors’ Remuneration Report Statement of shareholder voting Votes cast at the AGM in February in respect of the approval of the Directors’ Remuneration Report and at the AGM in March in respect of the approval of the Directors’ Remuneration Policy are given below: of issued share Resolution Meeting Votes for for Votes against against Total shares voted capital voted Votes withheld To approve the Directors’ Remuneration Report for the year ended September February AGM ,, . ,, . ,, . , To approve the Directors’ Remuneration Policy for the year ended September March AGM ,, . ,, . ,, . ,, At the AGM, shareholders responded positively to the resolution to approve the Directors’ Remuneration Report for the year ended September . The high percentage of votes in favour follows continuous engagement with key shareholders on arrangements and decisions reached. The Commiee remains commied to open dialogue with shareholders and advisory bodies on executive remuneration and considers any input provided as it makes decisions going forward. SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Directors’ Remuneration Report Directors’ Remuneration Policy This part of the Directors’ Remuneration Report sets out the proposed Directors’ Remuneration Policy that will be put to Shareholders for approval at the AGM to be held on January . As discussed in the Commiee Chair’s statement, during the year the Commiee conducted a thorough review of our existing remuneration policy. This exercise confirmed that our current policy remains aligned with our strategy and that it is effective in rewarding and retaining top talent within our organisation. Therefore, we are only proposing minor changes to facilitate the operation of the Policy. Key principles of Remuneration Policy The Remuneration Policy for the Directors of the Company is intended to help recruit and retain executives who can execute SSP’s strategy by rewarding them with appropriate compensation and benefit packages. The policy seeks to align the interests of Executive Directors with the performance of the Company and the interests of its shareholders. Our incentive arrangements are designed to reward performance against key financial and strategic performance objectives. Our aim is to reward management for delivering sustainable long-term performance and support the retention of critical talent. Policy table The table below describes the policy in relation to the components of remuneration for Executive Directors and, at the boom of the table, the policy for the Non-Executive Directors. Executive Directors Base salaryA core element of the remuneration package used to recruit, reward and retain Executive Directors who can deliver our strategic objectives. Operation Maximum potential value Normally reviewed annually. The Remuneration Commiee may however award an out-of-cycle increase if it considers Salary increases in percentage terms will normally be proportionately lower it appropriate. or in line with increases awarded to other head office employees in the relevant geography but may be higher in certain circumstances. Base salaries are set by the Commiee taking into account a number of internal and external factors including: The circumstances may include but are not limited to: the individual’s skills, experience and performance; Where a new Executive Director has been appointed at a lower salary, higher • • the size and scope of the Executive Director’s role and responsibilities; increases may be awarded over an initial period as the Executive Director gains • market positioning and inflation; and experience in the role; • pay and conditions elsewhere in the Group. Where there has been an increase in the scope or responsibility of an Executive • • Director’s role; and Where a salary has fallen significantly below market positioning. • There is no maximum increase or opportunity. Performance Metrics None PensionTo provide an income following retirement and assist the Executive Director in building wealth for their future. Operation Maximum potential value The Company operates an approved defined contribution pension arrangement, to which the Company may make Company contributions or cash allowance provided for Executive Directors contributions. A cash allowance may be provided in lieu of pension contributions. will be in line with the rate applicable to the wider workforce. The definition of the wider workforce will be as determined by the Commiee. For example, colleagues employed in the same country as the Director in question. Currently our Executive Directors receive pension contributions/cash allowance of of base salary per annum. Performance Metrics None SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Directors’ Remuneration Report BenefitsTo provide appropriate benefits as part of a remuneration package that assists in recruiting, rewarding and retaining Executive Directors. Operation Maximum potential value Each Executive Director receives a tailored benefits package including (but not limited to) private health insurance Car allowance of up to , per annum. for themselves, their spouse and dependent children, annual health screening, life assurance and business travel. The cost of insured benefits may vary from year to year depending on the Travel benefits, including (but not limited to) car allowance, company car, driver, the cost of fuel for private mileage, individual’s circumstances. The Commiee has not imposed any overall maximum and travel to and from work (including any associated tax and social security charges) may also be provided. value on benefits. In the event that an Executive Director is required by the Group to relocate, other benefits may include, but are not Executive Directors who participate in All-Employee Share Plans can contribute limited to, the costs of relocation, housing, travel and education allowances, subsistence costs and tax equalisation up to the relevant limits set out in the country plan. arrangements. Performance Metrics Expenses incurred in the performance of duties for the Group may be reimbursed or paid for directly by the Company, None as appropriate, including any tax or social security charges due on the expenses. The Executive Directors are eligible to receive other benefits (such as a colleague discount card) on the same terms as other eligible employees of the Group. Executive Directors may participate in All-Employee Share Plans on the same basis as other employees. Annual bonusTo reward performance on an annual basis against key annual objectives. Operation Maximum potential value Performance objectives will normally be determined by the Commiee at the beginning of the financial year. The maximum annual bonus opportunity is of base salary per annum. The Commiee will assess performance against these objectives following the end of the relevant financial year. For the financial year maximum annual opportunities are: Group CEO, Patrick Coveney: of salary per annum. • Awards are paid once the results for the year have been audited. If an Executive Director has not met their Minimum Deputy CEO and CFO, Jonathan Davies: of salary per annum. • Shareholding Requirement, of any bonus earned will normally be deferred for three years into the Group’s shares. If the Minimum Shareholding Requirement has been met, of any bonus earned will normally be deferred into Performance Metrics the Group’s Shares. The remaining amount will be paid in cash. Deferred awards may incorporate the right to receive Performance is measured relative to key financial and/or non-financial objectives (in cash or shares) the value of dividends that would have been paid on the award shares between grant and release. over the financial year. The Commiee may exercise its discretion to adjust bonus outcomes (up or down) where it believes that this The measures selected and their weightings may vary each year to ensure is appropriate, including but not limited to where outcomes are not reflective of the underlying performance they continue to support and drive performance and the successful delivery of the business or the level of payout does not reflect the experience of the Group’s shareholders, employees of strategic priorities. or other stakeholders. Any application of the Commiee’s discretion would be within the limits of the overall Remuneration Policy. Annual bonus only starts to accrue at a minimum threshold level of performance. To earn a maximum bonus there must be outperformance against stretching objectives. The Commiee may reduce bonus outcomes or clawback vested awards up to three years from the date of vest (in part or in full) in the event of: a material misstatement in the Company’s annual financial statements. • a material failure of risk management. • serious reputational damage to a member of the Group or relevant business unit. • an error in the calculation of any performance conditions which results in overpayment. • SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Directors’ Remuneration Report Restricted Share Plan (RSP) The RSP rewards our Executive Directors for driving the sustainable longer-term growth of the Company and shareholder value. Awards are share-based to align the interests of Executive Directors with those of shareholders. Operation Maximum potential value Awards may be made to Executive Directors in the form of conditional share awards, nil cost options, forfeitable The maximum award that may be made to Executive Directors is up to shares or equivalent rights. of salary per annum in respect of any financial year of the Company. Awards will be subject to performance underpins, assessed over a period of three financial years. Performance Metrics Performance underpins may be based around the Group’s key financial Awards will normally be subject to a three-year vesting period and any vested shares will normally be subject and/or strategic measures. to a further post-vest holding period of two years. The Commiee may review and change the performance underpins for future Awards (other than forfeitable shares) may incorporate the right to receive (in cash or shares) the value of dividends awards to ensure they continue to support and align with the successful delivery that would have been paid on the award shares that vest between the grant and vesting of awards. of business strategy and objectives. The Commiee may exercise its discretion to adjust vesting outcomes where it believes that this is appropriate, The Commiee will normally disclose performance underpins in advance of each including but not limited to: where vesting outcomes are not reflective of the underlying performance of the business, annual grant. the underpins selected on award are no longer suitable, or the level of vesting does not reflect the experience of the Group’s shareholders, employees or other stakeholders. Any application of the Commiee’s discretion would be within The Commiee would seek to consult with its major shareholders as appropriate the limits of the overall Remuneration Policy. on any proposed material changes. The Commiee may lapse unvested awards or clawback vested awards up to three years from the date of vest (in part or in full) in the event of: a material misstatement in the Company’s annual financial statements. • a material failure of risk management • serious reputational damage to a member of the Group or relevant business unit. • an error in the calculation of any performance conditions which results in overpayment. • Minimum Shareholding RequirementAligns the interests of Executive Directors with shareholders and encourages commitment to the Company. Operation Maximum potential value Executive Directors are expected to build and maintain a holding in the Company’s shares as follows: n/a Group CEO: of base salary • Deputy CEO and CFO: of base salary Performance Metrics • n/a Executive Directors have three years from the date of their appointment to the Board to build and maintain this holding. Executive Directors will normally be expected to maintain their shareholding for a period of time post-cessation of employment. Normally this requirement will be for an Executive Director to maintain their full shareholding requirement for one year post-employment, and of their shareholding requirement for a second year. The Commiee may waive this requirement for certain exceptional personal circumstances. SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Directors’ Remuneration Report Non-Executive Directors FeesTo aract and retain Non-Executive Directors of the calibre required to oversee the development and execution of the Company’s strategy. Operation Maximum potential value The Chair’s fees are determined by the Commiee. n/a The Non-Executive Directors’ fees are determined by the Board. Performance Metrics n/a The total fees for Non-Executive Directors, including the Chair, will not exceed the maximum stated in the Company’s Articles of Association. The level of fees are reviewed periodically and take into account the time commitment, responsibilities, market levels and the skills and experience required. Non-Executive Directors normally receive a basic fee and an additional fee for specific Board responsibilities, including but not limited to chairship or membership of Board commiees, acting as the Senior Independent Director, or acting as the designated Non-Executive Director for workforce engagement. Non-Executive Directors are expected to build and maintain a holding in the Company’s shares of of their base fee. Non-Executive Directors have three years from the date of their appointment to the Board to build and maintain this holding. The Commiee may waive this requirement for certain exceptional personal circumstances. Additional fees may be paid to Non-Executive Directors on a per diem basis to reflect increased time commitment in certain limited circumstances. Expenses incurred in the performance of non-executive duties for the Company may be reimbursed or paid for directly by the Company, as appropriate, including any tax and social security due on the expenses. Non-Executive Directors may be provided with benefits if deemed appropriate Notes to the tables on pages to The RSP and bonus deferral will be operated in accordance with the relevant plan rules including any discretions therein. In accordance with the rules of the RSP, any performance underpin may be substituted or varied if the Commiee considers it appropriate, provided that the amended performance underpin is in its opinion reasonable and not materially less difficult to satisfy. The plan rules also provide that the Commiee may adjust awards (as it reasonably considers appropriate) in the event of any variation of the Company’s share capital, capital distribution, demerger, special dividend or other event having a material impact on the value of shares. Malus and clawback applies where stated in the above table. Other elements of remuneration are not subject to recovery provisions. The Commiee reserves the right to make any remuneration payments and payments for loss of office (including exercising any discretions available to it in connection with such payments) that are not in line with the policy set out above where the terms of the payment were agreed: (i) before the AGM on March (the date the Company’s first shareholder-approved Directors’ Remuneration Policy came into effect); (ii) before the policy set out above came into effect, provided that the terms of the payment were consistent with the shareholder-approved Remuneration Policy in force at the time they were agreed; or (iii) at a time when the relevant individual was not a Director of the Company and, in the opinion of the Commiee, the payment was not in consideration for the individual becoming a Director of the Company. For these purposes, ‘payments’ include the Commiee satisfying awards of variable remuneration and an award over shares is ‘agreed’ at the time the award is granted. SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Directors’ Remuneration Report Performance measures and targets Annual bonus Annual bonus metrics and targets are selected to incentivise Executive Directors to meet objectives for the year and are chosen in line with the following principles: The targets set for financial measures should be incentivising and appropriately stretching. Targets may be adjusted by the Commiee to take into account significant capital transactions during the year. • There should be flexibility to change the measures and weightings year-on-year in line with the needs of the business. • The Commiee retains the ability to adjust the targets and/or set different measures and alter weightings for the annual bonus if events occur (e.g. material divestment of a Group business, • capital transactions or changes to accounting standards) which cause it to determine that an adjustment or amendment is appropriate so that the conditions achieve their original purpose. Restricted Share Plan Restricted Share Plan awards are subject to performance underpins. Underpins are chosen to ensure that the financial health and reputation of the Company are strong and that the Company is making progress on its strategic objectives. For awards proposed in the financial year, the underpins will continue to be linked to the creation of sustainable growth and strategic objectives including progress made on the Company’s Sustainability Strategy. The Commiee retains the ability to adjust any underpin measures if events occur (e.g., material divestment of a Group business, capital transactions or changes to accounting standards) which cause it to determine that an adjustment or amendment is appropriate so that the underpin conditions achieve their original purpose. Illustrative scenario analysis The following charts show the potential split between the different elements of the Executive Directors’ remuneration under three different performance scenarios: ‘Minimum’, ‘Target’ and ‘Maximum’ (see table below). Group CEO: Patrick Coveney Deputy Group CEO and CFO: Jonathan Davies Minimum Minimum Target , Target , Maximum , Maximum , Maximum + share Maximum + share , , price appreciation price appreciation Fixed pay Annual bonus Long-term incentives Component ‘Minimum’ ‘Target’ ‘Maximum’ ‘Maximum + share price appreciation’ Fixed remuneration Base salary Annual base salary for the financial year Pension of salary Benefits Taxable value of annual benefits provided in the year ended September Annual bonus Maximum opportunity Group CEO: of salary; Deputy CEO and CFO: of salary Vesting of maximum opportunity of maximum opportunity of maximum opportunity Restricted share plan Maximum opportunity of salary Vesting vesting vesting vesting vesting + share price appreciation based on contractual base salary as at October . SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Directors’ Remuneration Report Approach to recruitment remuneration The Executive Directors’ service contracts contain provisions relating to salary, car allowance, pension In the event that the Group appointed a new Executive Director, remuneration would be determined arrangements, medical insurance, life insurance, business travel insurance, company car, holiday and in line with the following principles: sick pay, and the reimbursement of reasonable out of pocket expenses incurred by the Executive The Commiee will take into account all relevant factors, including the calibre and experience of Directors while on company business. • the individual and the market from which they are recruited, while being mindful of the best interests of the Group and its shareholders and seeking not to pay more than is necessary. The following service contracts in respect of Executive Directors who were in office during the year So far as practical the Commiee will look to align the remuneration package for any new are rolling service contracts and therefore have no end date: • appointment with the Remuneration Policy set out in the policy table on pages to . Date of commencement of contract Notice period for Director Notice period for Company Salaries may be higher or lower than the previous incumbent but will be set taking into account the • Patrick Coveney March months months review principles set out in the policy table. Where appropriate the salaries may be set at an initially lower level, with the intention of increasing salary at a higher than usual rate as the Executive Director Jonathan Davies July months months gains experience in the role. For interim positions a cash supplement may be paid rather than salary (for example; a Non-Executive Director taking on an executive function on a short-term basis). Service contracts for new Executive Directors will be limited to nine months’ notice for the Director To facilitate recruitment the Commiee may need to buy out terms or remuneration arrangements • and months’ notice for the Company. forfeited on joining the Company. Any buy-out would take into account the terms of the arrangements, in particular, any performance conditions and the time over which they would vest. Chair The overriding principle would be that the value of any replacement buy-out awards should be no The terms of the Chair’s appointment broadly reflect the terms of the three-year appointments of the more than the commercial value of awards that have been forfeited. The form of any award would be Non-Executive Directors. The Chair’s appointment can be terminated at any time upon wrien notice, determined at the time and the Commiee may make buy-out awards utilising any of the Company’s resignation or in accordance with the Articles of Association of the Company. The Chair is subject to share plans under LR .. of the Listing Rules (for buy-out awards only). annual re-election by shareholders. The maximum variable pay opportunity in respect of recruitment (excluding buy-outs) comprises • a maximum annual bonus of of annual salary and a maximum RSP grant of of annual The Chair receives fees and reimbursement of expenses incurred in performance of his duties, salary, as stated in the policy table on pages to . The Commiee retains the flexibility to including any tax due on the expenses. He is not eligible to participate in Group pension arrangements. determine that, for the first year of appointment, any annual incentive award within this maximum will be subject to such terms as it may determine. Non-Executive Directors All Non-Executive Directors have been appointed on an initial term of three years, subject to renewal Where an Executive Director is appointed from within the Company or following corporate activity/ thereaer. All are subject to annual re-election by shareholders. reorganisation (for example, merger with another company), the normal policy would be to honour any legacy arrangements in line with the original terms and conditions. Each Non-Executive Director has a leer of appointment which can be terminated at any time upon wrien notice, resignation or in accordance with the Articles of Association of the Company. Where the recruitment requires relocation of the individual, the Commiee may provide for additional Non-Executive Directors receive fees and reimbursement of expenses incurred in performance costs and benefits. of their duties, including any tax due on the expenses. They are not eligible to participate in Group pension arrangements. In the event of the appointment of a new Chair or Non-Executive Director, the remuneration package Effective date of appointment Current term expires will be consistent with the policy set out above. Mike Clasper November October Details of Directors’ service contracts Carolyn Bradley October September Executive Directors Kelly Kuhn January December Executive Directors have rolling service contracts. None of the existing service contracts for Executive Tim Lodge October September Directors makes any provision for termination payments, other than for payment in lieu of notice. Apurvi Sheth January December Patrick Coveney’s and Jonathan Davies’s payment in lieu of notice would be calculated by reference to Judy Vezmar August July the base salary in respect of any unexpired portion of the notice period. This payment can be made in instalments over the notice period and the Commiee may require that it is reduced where alternative Directors’ service contracts are kept for inspection by shareholders at the Company’s registered office. employment is commenced during the notice period. SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Directors’ Remuneration Report Payments to departing Directors In the event that the employment of an Executive Director is terminated, any compensation payable will be determined by reference to the terms of the service contract between the Company and the employee, as well as the rules of any incentive plans. The Commiee may structure any compensation payments in such a way as it deems appropriate, taking into account the circumstances of departure. In the event of the Company terminating an Executive Director’s contract, the level of compensation would be subject to mitigation if considered appropriate. Payment in lieu of notice In the event of termination of an Executive Director’s employment, a payment in lieu of notice may be paid. This payment would be equal to a maximum of annual base salary and cash allowance in lieu of pension in respect of any unexpired portion of the notice period. This payment can be made in instalments over the notice period and, if considered appropriate, can be reduced where alternative employment is commenced during the notice period. Annual bonus Executive Directors may, at the determination of the Commiee, remain eligible to receive an annual bonus for the financial year in which they ceased employment. Any such bonus will be determined by the Commiee, taking into account time in employment and performance. On cessation of employment, any outstanding deferred bonus awards earned in respect of earlier performance years will normally continue in accordance with their original terms for the duration of the holding period, except in the case of gross misconduct where awards would be forfeited. If the participant dies, or in certain ‘good leaver’ circumstances as determined by the Commiee, awards may be released on cessation of employment. Restricted Share Plan awards On cessation of employment, any outstanding unvested awards will lapse unless the participant dies or is deemed to be a ‘good leaver’ by the Commiee in its discretion. Where the participant is deemed to be a ‘good leaver’, any outstanding unvested awards will normally continue and will vest at the normal vesting date to the extent the original performance underpins have been satisfied. Unless the Commiee determines otherwise, vested awards will normally continue to be subject to the two-year post-vesting holding period. Awards will normally, unless the Commiee determines that an alternative proportion of the awards should vest, be pro-rated for the portion of the vesting period completed in employment. The Commiee may, in exceptional circumstances, or if the participant dies, decide to allow awards to vest on cessation of employment subject to the Commiee’s assessment of performance against the original performance underpins at that time or the Commiee’s assessment of the likely satisfaction of the performance underpins over the original performance period. Awards will normally, unless the Commiee determines that an alternative proportion of the awards should vest, be pro-rated for the portion of the vesting period completed in employment. Payments in relation to statutory rights The Company may pay an amount considered reasonable by the Remuneration Commiee in respect of an Executive Director’s statutory rights. Payments required by law The Company may pay damages, awards, fines or other compensation awarded to an Executive Director by any competent court or tribunal or other payments required to be made on termination of employment under applicable law. Professional fees The Company may pay an amount considered reasonable by the Remuneration Commiee in respect of fees for legal and tax advice, and outplacement support for the departing Executive Director. Award under LR .. Were an award to be made under LR .. then the leaver provisions would be determined at the time of award. SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Directors’ Remuneration Report Takeovers and other corporate events Under the RSP (or legacy awards made under the Company’s Performance Share Plan), on a takeover or voluntary winding-up of the Company, awards will vest in accordance with the rules of the plan. Vesting would be determined by the Commiee based on the proportion of the vesting period that has elapsed and the extent to which any performance conditions or underpins have been satisfied, although the Commiee has the discretion to determine that such greater proportion as it considers appropriate of the awards should vest, including where it considers the level of shareholder returns is at a superior level. In the event of a variation of share capital, demerger, capital distribution or any other event having a material impact on the value of the shares, the Commiee may determine that outstanding awards shall vest on the same basis as set out above for a takeover. Alternatively, the Commiee may (with the consent of the acquiring company) decide that awards will not vest on a corporate event but will be replaced by new awards over shares in the new acquiring company or another company determined by the acquiring company. Bonuses may be paid in respect of the year in which the change of control or winding up of the Company occurs, if the Commiee considers this appropriate. The Commiee may determine the level of bonus taking into account any factors it considers appropriate. For any outstanding deferred bonus awards, the Commiee, may decide that awards may be released, or alternatively the Commiee may decide that awards will not be released on a corporate event but will be replaced by new awards over shares in the acquiring company or another relevant company. Amendments The Commiee may make amendments to the terms of the Company’s incentive plans in accordance with the rules of those plans. The Commiee may make minor amendments to the policy set out above (for regulatory, exchange control, tax, administrative purposes or to take account of a change in legislation) without obtaining shareholder approval for that amendment. Remuneration arrangements throughout the Group Differences in the policies for Executive Directors and other employees in the Group generally reflect differences in market practice taking into account role and seniority. The remuneration policies for Executive Directors and the senior executive team are generally consistent in terms of structure and the performance measures used. All eligible employees may participate in the Company’s all-employee share plans in the relevant territory where they operate. Consideration of conditions elsewhere in the Group In making remuneration decisions, the Commiee also considers the pay and employment conditions elsewhere in the Group. When reviewing and seing Executive Directors’ remuneration, the Commiee takes into account the pay and employment conditions of Group employees. The Group-wide pay review budget is one of the key factors when reviewing the salaries of the Executive Directors. The Group complies with local regulations and practices regarding employee consultation more broadly. Consideration of shareholder views The Commiee undertook a thorough shareholder consultation exercise on the introduction of the Restricted Share Plan in , engaging with the Group’s largest shareholders. In reviewing and seing remuneration, including that of Executive Directors, the Commiee receives updates on investors’ views, and may from time to time engage directly with investors and/or investor representative organisations on remuneration topics as appropriate. These lines of communication ensure that emerging best-practice principles are factored into the Commiee’s decision-making. SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements The following specific information required in the The appointment and replacement of Directors The rights aaching to the Company’s ordinary Directors’ Report Directors’ Report is included in other sections of is governed by the Company’s Articles of shares are set out in the Articles, available on our this Annual Report and is incorporated by reference: Association (‘Articles’), the Code, the Act and website at www.foodtravelexperts.com. The related legislation. Subject to the Articles, the Articles may be amended by a special resolution There are no disclosures to be made under Listing Act and related legislation, any directions given of the shareholders. Rule ... by special resolution and any relevant statutes and regulations, the business of the Company will Particular aention should be given to the Other statutory disclosures be managed by the Board who may exercise all following sections within the Articles, covering the powers of the Company. the rights and obligations aaching to shares: Directors of the Group Pages - Transfers of ordinary shares: Articles - • In line with market practice, the Company has provide detail of how transfers of shares may Dividends Page made qualifying indemnity provisions against any be undertaken. They also set out the Directors’ Environmental, social Pages-, liabilities the Directors may incur in the execution rights of refusal to effect a transfer and the and governance risks -, of their duties as directors of the Company or its action that Directors must take following Statutory Disclosures TCFD Reporting Pages - subsidiaries which the Directors had the benefit such refusal. This section of the Annual Report includes Future Developments Pages -, - of during the financial year ended September Votes of members: Articles - provide additional information required to be disclosed • and which remain in force at the date of this details on voting procedures including on under the Companies Act (the ‘Act’), the Going Concern Statement Pages and report. In addition, the Directors and officers of a show of hands and on a poll. UK Corporate Governance Code (the ‘Code’), Greenhouse Gas Pages -, - the Company and its subsidiaries are covered the Disclosure Guidance and Transparency Rules Emissions by Directors’ and Officers’ liability insurance Details of employee share schemes are set out (the ‘DTRs’) and the Listing Rules of the Financial maintained by the Company. in note to the financial statements on page . Conduct Authority (the ‘LRs’). The Code can be Post balance sheet events Note , page found on the Financial Reporting Council’s Reporting under Section Pages -, - Shares Awards over shares held by relevant participants website at www.frc.org.uk. of Companies Act Share Capital under the Company’s various share plans carry no and engagement At September , there were ,, rights until the shares are issued to participants We‘ve chosen, in accordance with Section C with stakeholders ordinary shares of ⁄ pence each in issue or their nominees. () of the Act, to include certain maers in our Treasury and Risk Note , (comprised of ,, ordinary shares with Strategic Report that would otherwise be Management pages - one vote each and , ordinary shares held The Trustees of the Company’s employee required to be disclosed in this Directors’ Report. in treasury, which are non-voting). The shares in benefit trusts (‘Trustees’) are entitled to vote Both the Strategic Report (pages -) and Directors issue are fully paid up and quoted on the London on unallocated shares held in the trust fund Corporate Governance Report (pages -) The Directors holding office during the year and Stock Exchange. Further information regarding the from time to time but they may consider, in their are incorporated into the Directors’ Report Company’s issued share capital and movements absolute discretion, any recommendations made by reference. the interests in shares and awards over ordinary shares in the Company held by Directors in office in the financial year are in note to the financial to them by the Company before doing so. The statements on page . general policy of the Trustees is to abstain from Taken together, the Strategic and Corporate as at September are in the Directors’ exercising voting rights on unallocated shares Governance Reports, along with this Directors’ Remuneration Report on page . Rights and obligations aaching to shares held in trust. In respect of allocated shares held Report, form the management report for the There are no restrictions on the transfer of by the Trustees as nominee (including the purposes of DTR ..R and are intended to the Company’s ordinary shares (or on the voting Trustees of the Company’s Share Incentive Plans), provide a fair, balanced and understandable rights aaching to them) other than those under they must seek instructions from participants on assessment of the development and the Articles (see below), restrictions imposed how they should exercise their voting rights performance of the Group’s business during the from time to time by law (including insider dealing before doing so on their behalf. year and its position at the end of the year; our laws) or pursuant to the Company’s securities business model; strategy; likely developments; dealing code. The Company is not aware of any and any principal risks and uncertainties agreements between shareholders that may associated with our business. result in restrictions on the transfer of securities and/or voting rights. SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Directors’ Report Issuing shares Profit forecast In the HY Results, we also restated our revenue Pre-Close Update: “Our expectations for FY At the AGM, the Directors were granted In our preliminary full year results for the year and EBITDA guidance in respect of the year remain for revenue and EBITDA (underlying authority to allot shares in the Company and to ending September , announced on ending September (originally given in the pre-IFRS ) to be at the upper end of the planning grant rights to subscribe for, or to convert any December (‘ FY Results’) we made FY Results), each of which is regarded as a assumptions provided at our Preliminary results security into, shares in the Company: the following statement which is regarded as a profit forecast for the purposes of the Financial in December . This would represent full year (a) up to a nominal amount of ,,; and profit forecast for the purposes of the Financial Conduct Authority’s Listing Rule ..: revenue of c..bn and EBITDA (underlying (b) comprising equity securities up to a nominal Conduct Authority’s Listing Rule ..: pre-IFRS ) of c.m with a corresponding amount of ,, (such amount to be “Furthermore, as a consequence of the strong EPS (underlying pre-IFRS ) towards the lower reduced by any allotments made under (a) “In total, we are planning for revenues to be in the trading trajectory, we have an increased level end of the previously indicated range of .-.p. above), in connection with an offer by way region of .-.bn in and in the region of of confidence in the delivery of our planning We expect to deliver these results despite the of a rights issue. .-.bn in , with a corresponding EBITDA assumptions for FY, namely revenues in significant strengthening of Sterling against most (pre-IFRS ) in the region of -m in the region of .-.bn, with a corresponding of our major currencies during the year.” The authorities conferred on the Directors to and -m in .” EBITDA (underlying pre-IFRS ) in the region allot securities under paragraphs (a) and (b) will of -m.” “Our strong expected performance in FY expire on the date of the AGM, or close of We restated this guidance in our First Quarter underpins our confidence in the delivery of our business on May , whichever is sooner Update announcement made on February We also provided updated revenue, EBITDA FY planning assumptions (set out in (the ‘Expiry Date’). The Directors will be seeking a (‘Q Update’): and EPS guidance in our Third Quarter Update December at the prevailing FX rates), new authority at the AGM for the Directors announcement on June (‘Q Update’) and including for EBITDA (underlying pre-IFRS ) to to allot shares and to grant subscription and “Despite the impact of industrial action in the our pre-close trading update on September be in the range of m-m. We note that, conversion rights to ensure that the Directors UK rail network, strong trading across our other (‘Pre-Close Update’), all of which are regarded as reflecting the strengthening of Sterling against continue to have the flexibility to act in the best regions means our performance remains on track profit forecasts for the purposes of the Financial most of our major currencies since December interests of shareholders when opportunities against the planning assumptions outlined for Conduct Authority’s Listing Rule ..: , at current FX rates the translation impact arise, by issuing new shares or granting such rights. at our Preliminary Results on December would be to reduce FY EBITDA (underlying , namely for revenues to be in the region Q update: “With the earlier than anticipated pre-IFRS ) by approximately or c.m.” The Directors were also given authority to allot of .-.bn with corresponding EBITDA completion of the acquisition of the Midfield equity securities for cash, or to sell ordinary (pre-IFRS ) in the region of -m”. Concessions business and the continuation of For the purposes of compliance with LR ..R(), shares as treasury shares for cash subject to strong trading momentum, our expectation the actual figures for the Financial Year certain limitations, such authority to apply until In our half-year results announcement on May remains for revenue and EBITDA (underlying were: .m revenue, m EBITDA the Expiry Date. The Directors will seek to renew (‘HY Results’), we provided updated revenue pre-IFRS ) to be at the upper end of the range (on a pre-IFRS basis) and .p earnings per this authority at the AGM. and EBITDA guidance along with earnings per of c..bn-.bn and c.m-m share, in line with the guidance issued in the share (‘EPS’) guidance for the statement for the respectively for FY, and for a corresponding FY Results, Q Update, HY Results, Q Update Buyback of shares year ending September , each of which is EPS (underlying pre-IFRS ) in the range of and Pre-Close Update. The Directors were granted authority to make regarded as a profit forecast for the purposes of the .-.p. We are also increasingly confident in the market purchases of the Company’s own shares Financial Conduct Authority’s Listing Rule ..: delivery of our planning assumptions for FY, on behalf of the Company up to a maximum of namely revenues in the region of .-.bn, with approximately of the Company’s issued “As we look ahead to the second half, driven by the a corresponding EBITDA (underlying pre-IFRS ) share capital at the AGM. This authority pace of recovery of passenger numbers, we are in the region of -m.” was not used during the financial year. now planning for revenue and EBITDA (underlying pre-IFRS ) to be at the upper end of our previous This standard authority is renewable annually expectation of .-.bn and -m and the Directors will seek to renew this authority respectively for the financial year. at the AGM. Performance in the year is expected to be particularly strong in our North America and Rest of the World regions, where we typically operate with joint venture partners. The corresponding earnings per share (underlying pre-IFRS ) for the financial year are expected to be in the range of .-.p.” SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Directors’ Report Major Shareholdings So far as the Company is aware, no other person policy that provided a supplier is complying with to fund a Loan (except for a Rollover Loan), Information provided to the Company pursuant to held a notifiable interest in the ordinary share the relevant terms and conditions, including the (iii) the agent and SSP Financing shall enter the DTRs is published on a Regulatory Information capital of the Company. The holdings and voting prompt and complete submission of all specified into negotiations for a period of not more Service and on our website. As at September rights shown to the le were correct at the date documentation, payment will be made in than business days with a view to agreeing , we had received the following notifications of notification. These holdings may have changed accordance with agreed terms. It is also Group alternative terms for continuing the Facilities and of major shareholdings of or more under since the Company was notified, including as a policy to ensure that suppliers know the terms any alternative basis agreed shall, with the prior DTR (the percentages shown are the percentages result of share consolidations in and , on which payment will take place when business consent of all the lenders and SSP Financing, be at the time of the disclosure and have not been and the Rights Issue in April . arrangements are agreed. binding on all parties and (iv) if, aer business re-calculated based on the issued share capital days of negotiations between the agent and SSP at year-end). As at September , the Company had no For the payment practices reporting period Financing, no alternative basis has been agreed controlling shareholders. No shareholder holds ended March , the average time to pay in accordance with (iii), then if a lender so requires Date of of issued notification ordinary share ordinary shares that carry special rights relating for our UK operating business was days. and notifies the agent within business days Name of interest capital to the control of the Company. aer the end of the negotiation period, the agent JP Morgan Asset Change of control shall (by not less than business days’ notice to Management (UK) Employee engagement Contracts SSP Financing) cancel the commitments of that Limited and JP Morgan and business relationships There are a number of contracts entered into by lender and declare the participation of that lender Investment Understanding the views and values of all of our members of the Group that allow the counterparties in all outstanding Loans, together with accrued Management Inc .. . stakeholders, including employees, customers, to alter or terminate those arrangements in the interest, and all other amounts accrued under the investors and other business relationships, event of a change of control of the Company. finance documents immediately due and payable, Schroders plc .. . is critical to SSP’s success. Examples of how our These arrangements are commercially sensitive whereupon the commitment of that lender will be GIC Private Limited Board Directors have engaged with employees and confidential, and their disclosure could be cancelled and all such outstanding amounts, will (Chase Nominees and had regard to employee and other seriously prejudicial to the Group. become immediately due and payable. Capitalised Limited) .. . stakeholder interests and the effect of that terms used in this paragraph and not otherwise Old Mutual Global regard, including on the principal decisions taken Other agreements defined shall have the meanings given to them Investors (UK) Limited .. . by the Company, are detailed throughout this Other than a service contract between the in the Facilities Agreement. report, and specific examples can be found Executive Directors and a Group company, no Artemis Investment on pages - and -. Director had a material interest at any time during SSP Financing also entered into: (i) a note purchase Management LLP .. . the year in any significant contract with the agreement on August (as amended from Marathon Asset MGMT Details of how information is communicated Company or any of its subsidiaries. The Company time to time) (‘ NPA’) in respect of a USm Limited .. . to employees (including as to participation in does not have agreements with any Director, issue of US Private Placement notes (the ‘ Parvus Asset our employee share plans) and how we achieve officer or employee that would provide Notes’); and (ii) a note purchase agreement on Management Europe a common awareness with our employees of compensation for loss of office or employment April (as amended from time to time) Limited .. . the financial and economic factors affecting the resulting from a takeover, except that provisions (‘ NPA’) in respect of a US.m and performance of the Company is on pages -, of the Company’s employee share plans may .m issue of US Private Placement notes HSBC Holdings PLC .. . , - and -. cause options and awards granted under such (‘ Notes’). The NPA and NPA BlackRock, Inc. .. Below plans to vest on a takeover. (‘NPAs’) each contain a change of control APG Asset Management Supplier payment policy provision whereby if any one person or a group Limited .. . The country business teams within the Group are The Group’s main credit facilities, being the of persons acting in concert gain Control of the responsible for establishing appropriate policies commied bank facilities agreement dated Company (as defined in the NPAs), then the with regard to the payment of their suppliers. July (the ‘Facilities Agreement’) entered into Company and SSP Financing must give wrien On November , the Company was notified by SSP Financing Limited (‘SSP Financing’), a notice of this to the holders of the Notes that APG Asset Management Limited had The Group has a set of standard terms and wholly-owned subsidiary of the Company, contain and Notes (‘Notes’). The wrien notice shall increased their holding from . to .. conditions which is used throughout the Group, a change of control provision which provides that contain an offer by SSP Financing to prepay the No other notifications were received between adapted for local law. It is Group policy that supplier if any person or group of persons acting in concert entire unpaid principal amount of the Notes held September and the date of this report. arrangements should take place on the Group’s gain Control of the Company (i) SSP Financing by each holder together with interest thereon. standard terms and conditions wherever possible. shall promptly notify the agent upon becoming In the event that they are not agreed, our operating aware of that event and the agent shall promptly companies will agree terms and conditions under notify the lenders, (ii) a lender shall not be obliged which supply arrangements are made. It is Group SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Directors’ Report Diversity reporting under Section C()(c) Research and development AGM of the Act The Group does not undertake material levels The AGM will be held on January . Further Details of the persons of each sex as at of research and development activity. details of the arrangements for the AGM September for the categories referred are set out in the Notice of AGM, which, along with to under Section C()(c) of the Act are set Disabled employees other relevant documentation, is enclosed with out below. The Company gives full and fair consideration to this Annual Report or available on the Group’s applications for employment by disabled persons, website at www.foodtravelexperts.com. The Male Female bearing in mind the aptitudes of the applicant Directors consider that each of the resolutions Directors of concerned. In the event of employees becoming is in the best interests of the Company and the SSP Group plc () () disabled while in the course of their employment, shareholders as a whole and recommend that Senior Managers () () every effort is made to ensure that their shareholders vote in favour of all the resolutions. employment with the Group continues, and that Employees of appropriate training is arranged. It is the policy of The Notice of AGM specifies deadlines for SSP Group , () , () the Group that the training, career development exercising voting rights and appointing a proxy Senior Managers comprise the Group Executive Commiee and promotion of disabled persons should, or proxies to vote in relation to resolutions (excluding the Group CEO and the Deputy Group CEO and CFO). so far as possible, be identical to that of other to be put to the AGM. For the all employee number we have included the numbers for all employees across the Group, not just SSP Group plc. employees. Our markets have progressed further initiatives and activities to embrace diversity and Electronic tagging Political donations help drive an inclusive business for our colleagues In accordance with European Single Electronic Our policy is to not make any political donations. and customers. Further, during the year, we have Format (‘ESEF’) requirement that UK-listed Neither the Company nor its subsidiaries, during developed a Neurodiversity and Disability Network companies provide their primary financial the financial year ended September , for launch at the end of the calendar year. statements in standardised machine-readable made any political donation to a political party, See pages - of our Sustainability Report. format, SSP’s Annual Report and Accounts other political organisation or independent is published as an XHTML tagged document which election candidate, or incurred any political Auditor can be found on www.foodtravelexperts.com. expenditure or made any contribution to a The auditor, KPMG LLP, has indicated its non-UK political party. However, in view of the willingness to continue in office, and a resolution Approved by the Board and signed on its behalf by: broad wording adopted in the Act, and the Board’s that it will be reappointed will be proposed at the wish to avoid any inadvertent infringement of it, AGM. the Company will again propose to shareholders at the AGM that a precautionary authority Statement of disclosure of information to auditors be granted of up to , in aggregate. Insofar as each Director in office on the date Details are included in our Notice of AGM. of approval of this report is aware, there is no Fiona Scaergood relevant audit information of which the Company’s Group General Counsel and Company Secretary Branches external auditor is unaware, and the Directors December The Company does not have any branches outside have taken all the steps which they ought to have the UK. taken as Directors, to make themselves aware of any relevant audit information and to establish that the Company’s external auditor is aware of that information. This confirmation is given and should be interpreted in accordance with the provisions of Section of the Act. SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Under company law the directors must not Companies Act . They are responsible Responsibility statement of the directors Statement of Directors’ approve the financial statements unless they are for such internal control as they determine is in respect of the annual financial report Responsibilities in respect satisfied that they give a true and fair view of the necessary to enable the preparation of financial We confirm that to the best of our knowledge: state of affairs of the Group and parent Company statements that are free from material the financial statements, prepared in • of the Annual Report and and of the Group’s profit or loss for that period. misstatement, whether due to fraud or error, and accordance with the applicable set of In preparing each of the Group and parent have general responsibility for taking such steps accounting standards, give a true and fair Financial Statements Company financial statements, the Directors as are reasonably open to them to safeguard the view of the assets, liabilities, financial position are required to: assets of the Group and to prevent and detect and profit or loss of the company and the select suitable accounting policies and then fraud and other irregularities. undertakings included in the consolidation • apply them consistently; taken as a whole; and make judgements and estimates that are Under applicable law and regulations, the the Strategic Report and Directors’ Report • • reasonable, relevant and reliable; directors are also responsible for preparing a includes a fair review of the development and for the Group financial statements state Strategic Report, Directors’ Report, Directors’ performance of the business and the position • whether they have been prepared in Remuneration Report and Corporate Governance of the issuer and the undertakings included in The directors are responsible for preparing the accordance with UK-adopted international Statement that complies with that law and the consolidation taken as a whole, together Annual Report and Accounts the Group and parent accounting standards. those regulations. with a description of the principal risks and Company financial statements in accordance with for the parent Company financial statements, uncertainties that they face. applicable law and regulations. • state whether applicable UK accounting The directors are responsible for the standards have been followed, subject to any maintenance and integrity of the corporate and We consider the annual report and accounts, taken Company law requires the directors to prepare material departures disclosed and explained financial information included on the company’s as a whole, is fair, balanced and understandable Group and parent Company financial statements in the parent Company financial statements. website. Legislation in the UK governing the and provides the information necessary for for each financial year. Under that law they are assess the Group and parent Company’s ability preparation and dissemination of financial shareholders to assess the Group’s position and required to prepare the Group financial • to continue as a going concern, disclosing, as statements may differ from legislation in performance, business model and strategy. statements in accordance with UK-adopted applicable, maers related to going concern; and other jurisdictions. international accounting standards and applicable use the going concern basis of accounting law and have elected to prepare the parent • unless they either intend to liquidate the Group In accordance with Disclosure Guidance Company financial statements accordance with or the parent Company or to cease operations, and Transparency Rule ..R, the financial UK accounting standards, including FRS Patrick Coveney or have no realistic alternative but to do so. statements will form part of the annual financial Reduced Disclosure Framework. Group CEO report prepared using the single electronic December The Directors are responsible for keeping reporting format under the TD ESEF Regulation. adequate accounting records that are sufficient The auditor’s report on these financial statements to show and explain the parent Company’s provides no assurance over the ESEF format. transactions and disclose with reasonable accuracy at any time the financial position of Jonathan Davies the parent Company and enable them to ensure Deputy Group CEO and CFO that its financial statements comply with the December SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Fci ets Financial statements Independent auditor’s report to the members of SSP Group plc Consolidated income statement Consolidated statement of other comprehensive income Consolidated balance sheet Consolidated statement of changes in equity Consolidated cash flow statement Notes to consolidated financial statements Company balance sheet Company statement of changes in equity Notes to Company financial statements Glossary Company information SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Independent auditor’s report to the members of SSP Group plc . Our opinion is unmodified Basis for opinion We have audited the financial statements of SSP Group plc (‘the Company’) for the year ended We conducted our audit in accordance with International Standards on Auditing (UK) (‘ISAs (UK)’) and September which comprise the consolidated income statement, the consolidated statement applicable law. Our responsibilities are described below. We believe that the audit evidence we have of other comprehensive income, the consolidated balance sheet, the consolidated statement of changes obtained is a sufficient and appropriate basis for our opinion. Our audit opinion is consistent with our in equity, the consolidated cash flow statement, the company balance sheet and the company statement report to the audit commiee. of changes in equity, and the related notes, including the accounting policies in notes and . We were first appointed as auditor by the directors on September . The period of total In our opinion: uninterrupted engagement is for the financial years ended September . We have fulfilled the financial statements give a true and fair view of the state of the Group’s and of the parent our ethical responsibilities under, and we remain independent of the Group in accordance with, UK • Company’s affairs as at September and of the Group’s profit for the year then ended; ethical requirements including the FRC Ethical Standard as applied to listed public interest entities. the Group financial statements have been properly prepared in accordance with UK-adopted No non-audit services prohibited by that standard were provided. • international accounting standards; the parent Company financial statements have been properly prepared in accordance with . Key audit maers: our assessment of risks of material misstatement • UK accounting standards, including FRS Reduced Disclosure Framework; and Key audit maers are those maers that, in our professional judgement, were of most significance the financial statements have been prepared in accordance with the requirements of the in the audit of the financial statements and include the most significant assessed risks of material • Companies Act . misstatement (whether or not due to fraud) identified by us, 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. We summarise below the key audit maers, in decreasing order of audit significance, in arriving at our audit opinion above, together with our key audit procedures to address those maers and, as required for public interest entities, our results from those procedures. These maers were addressed, and our results are based on procedures undertaken, in the context of, and solely for the purpose of, our audit of the financial statements as a whole, and in forming our opinion thereon, and consequently are incidental to that opinion, and we do not provide a separate opinion on these maers. SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Independent auditor’s report to the members of SSP Group plc The risk Our response Recoverability of site assets Forecast based assessment Our procedures included: Property, plant and equipment There is a risk that site assets are overstated if future Our sector experience – We used third-party industry reports and government sources, as well as our (‘PPE’) – specific CGUs within cash generated from individual sites does not support experience and understanding of the retail and travel sectors, to challenge the key assumptions used the overall balance of .m their carrying amounts. to develop the Group’s forecasts. (FY: .m) Covid-19 led to a material decline in passenger numbers in Our valuation expertise – We used our understanding of similar companies and our experience to Right-of-use (‘ROU’) previous years, which in turn adversely impacted the Group’s assist us in assessing the appropriateness of the impairment review methodology and assumptions, assets – specific CGUs within performance. While revenue was anticipated to revert to including an assessment of the discount rate assumptions used by the Group. the overall balance of .m pre-Covid-19 levels in FY23, at the time of audit planning, (FY: .m) there was still higher uncertainty over this recovery as well as Sensitivity analysis – We prepared multiple alternate scenarios sensitising key assumptions the impact of broader inflationary pressures on performance. individually and in combination to assess their impact on the recoverability of the site assets. Our assessment of the risk is that As the year progressed, the Group has shown improved it has decreased since FY22. performance, and full year revenue of £3,009.7m was above Historical comparison – We evaluated the historical accuracy of the Group’s forecasts by comparing pre-Covid-19 levels. budgets to actual results. Refer to Audit Committee Report (page 112) ; Note 1.16, Accounting Assessing the recoverability of site assets relies on a number Testing application – We tested the completeness of site assets included in the Group’s CGU policies (page 165) ; Note 11, of assumptions around future trading performance, such as impairment exercise, including the treatment of recognised right-of-use assets, and assets acquired Property, and equipment future sales growth rates and discount rates, that involve and disposed during the period. We also tested whether the Group’s forecasts had been appropriately (page 172) ; and Note 13, estimation uncertainty. and consistently included in the impairment models. Right-of-use assets (page 175) Site level performance and forecasts are localised and therefore Assessing transparency – We assessed the appropriateness of the Group’s disclosures in respect the risk over recoverability of site assets varies across countries. of the recoverability of site assets. Our risk assessment this year, conducted at a country level, identified that the risk was associated with PPE and ROU assets We performed the tests above rather than seeking to rely on any of the Group’s controls because in Spain, France and Germany. the nature of the balance is such that we would expect to obtain audit evidence primarily through the detailed procedures described. The effect of these matters is that, as part of our risk assessment for audit planning purposes, we determined that the Our results carrying value of site assets had a higher degree of estimation We found the site assets balances, and the related impairment charge, to be acceptable uncertainty, with a potential range of reasonable outcomes (FY22: acceptable) greater than our materiality as a whole. In conducting our final audit work, we reassessed the degree of estimation uncertainty to be less than materiality. SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Independent auditor’s report to the members of SSP Group plc The risk Our response Accounting for the acquisition of Significant unusual transaction Our procedures included: the business and related assets from Midfield Concession On 6 June 2023, the Group acquired the business and net assets Methodology choice – We assessed the results of management’s PPA accounting by considering Enterprises (‘MCE’) related to concessions at six airports in the United States from if it was in accordance with relevant accounting standards. MCE for a purchase consideration transferred of £37.5m and Property, plant, and equipment £23.3m of lease liabilities assumed. Tests of detail – We inspected a sample of acquired lease agreements and agreed them to the inputs of .m used to value the right-of-use assets and related lease liabilities. We physically inspected a sample The Purchase Price Allocation (‘PPA’) accounting is material of acquired property, plant and equipment assets acquired to verify their existence. Right-of-use assets of .m in the context of the Group’s financial statements. Our valuation expertise – We used our own valuation expert to assist in assessing the valuation Other assets of .m There is a risk that assets acquired are not completely identified techniques used in the PPA accounting and their application, and the appropriateness of the results. or not valued appropriately which would result in amortising or The risk is new in FY23. depreciating assets being understated, and the resulting Assessing application – We considered the results of management’s PPA accounting and compared Goodwill balance being overstated. it to our expectations, taking account of our understanding of the underlying transaction. Refer to Audit Committee Report (page 112) ; Note 1.12, Accounting While the acquisition of assets is less complex than other Assessing transparency – We assessed the appropriateness of the Group’s disclosures in respect policies (page 164); and Note 31, acquisition methods, the extent of audit effort undertaken of the results of the PPA accounting. Business combinations and other on the PPA accounting resulted in our determination that acquisitions (page 191) the PPA accounting is a key audit matter in the current period. We performed the tests above rather than seeking to rely on any of the Group’s controls because the nature of the balance is such that we would expect to obtain audit evidence primarily through the detailed procedures described. Our results We found the balance of acquired assets to be acceptable (FY22: not applicable). Recoverability of parent’s Low risk, high value Our procedures included: investment in subsidiary undertaking The carrying amount of the parent company’s investment in Tests of detail – We compared the carrying amount of the investment book value to the underlying subsidiary represents 82% (FY22: 81%) of the company’s total aggregate recoverable amount of the Group’s CGUs, after adjusting for net debt. Investment in assets. Its recoverability is not at a high risk of significant subsidiary – ,.m misstatement or subject to significant judgement. Comparing valuations – We compared the carrying amount of the investment to the market (FY: ,.m) capitalisation for the Group (after adjusting for net debt). Due to the improved performance of the Group following the Our assessment of the risk is that recovery of revenue in FY23 to be higher than pre-Covid-19 levels, We performed the tests above rather than seeking to rely on any of the Company’s controls because it has decreased since FY22. our assessment of the risk is that it has decreased since FY22. the nature of the balance is such that we would expect to obtain audit evidence primarily through the detailed procedures described. Refer to Note 33, Accounting However, due to its materiality in the context of the parent policies (page 195); and Note 35, company financial statements, this is the area that had the Our results Investment in subsidiary greatest effect on our overall parent company audit. We found the Company’s conclusion that there is no impairment in its investment in subsidiary undertakings (page 196) to be acceptable (FY22: acceptable). We continue to perform procedures over Recoverability of goodwill and indefinite life intangible assets, and Going concern. However, following the continued recovery of performance and the revenue of the Group in FY being higher than pre-Covid-, and the FY refinancing (as disclosed in Note ), we have not assessed these as areas of the most significant risk in our FY audit and, therefore, they are not separately identified in our report this year. SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Independent auditor’s report to the members of SSP Group plc . Our application of materiality and an overview of the scope of our audit Scope Materiality for the Group financial statements as a whole was set at .m (FY: .m), We involved component teams (FY: component teams) (including the Group team) in the audit. determined with reference to a benchmark of Group total revenue as disclosed in Note of which it Of the Group’s (FY: ) reporting units, we subjected (FY: ) reporting units to full scope represents . (FY: .). In FY, the revenue materiality benchmark was normalised through audits for group purposes and (FY: ) to specified risk-focused audit procedures. The laer was not averaging of the last four years due to fluctuations in the business cycle. individually financially significant enough to require a full scope audit for group purposes, but did present specific individual risks that needed to be addressed. Materiality for the parent Company financial statements as a whole was set at .m (FY: .m), determined with reference to a benchmark of Company total assets, of which it represents . The reporting units within the scope of our work accounted for the percentages illustrated below. (FY: .). The remaining (FY: ) of total Group revenue, (FY: ) of Group profit before tax In line with our audit methodology, our procedures on individual account balances and disclosures and (FY: ) of total Group assets is represented by (FY: ) reporting units, none of were performed to a lower threshold, performance materiality, so as to reduce to an acceptable level which individually represented more than . (FY: ) of any of total Group revenue, Group profit the risk that individually immaterial misstatements in individual account balances add up to a material before tax or total Group assets. For the residual reporting units, we performed analysis at an amount across the financial statements as a whole. aggregated group level to re-examine our assessment that there were no significant risks of material misstatement within these. Performance materiality was set at (FY: ) of materiality for the financial statements as a whole, which equates to .m (FY: .m) for the Group and .m (FY: .m) for the parent The Group team instructed component auditors as to the significant areas to be covered, including the Company. We applied this percentage in our determination of performance materiality because we did relevant risks detailed above and the information to be reported back. The Group team approved the not identify any factors indicating an elevated level of risk. component materialities, which ranged from .m to .m (FY: .m to .m), having regard to the mix of size and risk profile of the reporting units across the Group. The work on of the We agreed to report to the Audit Commiee any corrected or uncorrected identified misstatements reporting units (FY: of the ) reporting units) was performed by component auditors and the exceeding .m (FY: .m), in addition to other identified misstatements that warranted rest, including the audit of the parent Company, was performed by the Group team. The scope of the reporting on qualitative grounds. audit work performed was predominately substantive as we placed limited reliance upon the Group’s internal control over financial reporting. Group revenue Group materiality Group revenue Group profit before tax Group total assets ,m (FY: ,m) .m (FY: .m) .m Group materiality for financial statements as a whole (FY: .) .m Whole financial statements performance materiality (FY: .m) .m Range of materiality at components (.m-.m) (FY: .m-.m) (FY: ) (FY: ) (FY: ) .m Misstatements reported to the Audit Commiee (FY: .m) Group revenue FY: Full scope for Group audit purposes Group materiality FY: Specified risk-focused audit procedures FY: Full scope for Group audit purposes FY: Specified risk-focused audit procedures Residual reporting units SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Independent auditor’s report to the members of SSP Group plc Testing over all key audit maers included in Section was performed by the Group team, with the . Going concern exception of procedures ‘Sensitivity analysis’ and ‘Testing application’ for Recoverability of site The Directors have prepared the financial statements on the going concern basis as they do not intend assets, and ‘Test of detail’ and ‘Our valuation expertise’ for the Accounting for the acquisition of the to liquidate the Group or the Company or to cease their operations, and as they have concluded that business and related assets from Midfield Concession Enterprises. These procedures were performed the Group’s and the Company’s financial position means that this is realistic. They have also concluded by our component auditor teams. that there are no material uncertainties that could have cast significant doubt over their ability to continue as a going concern for at least a year from the date of approval of the financial statements The Group team undertook visits to (FY: ) in-scope locations, in the US, Spain and Germany (‘the going concern period’). (FY: the US, Spain and India) to assess the audit risk and strategy. Video and telephone conference meetings were also held with all in-scope component auditors. At these visits and meetings, the We used our knowledge of the Group, its industry, and the general economic environment to identify findings reported to the Group team were discussed in more detail, and any further work required the inherent risks to its business model and analysed how those risks might affect the Group’s and by the Group team was then performed by the component auditor. Company’s financial resources or ability to continue operations over the going concern period. The risks that we considered most likely to adversely affect the Group’s and Company’s available financial . The impact of climate change on our audit resources and/or metrics relevant to debt covenants over this period were: Due to the nature of the Group’s operating sites and revenue streams, there is a possibility that climate The recovery in traveller numbers and trends following Covid- and further recovery in the going • change risks, opportunities, and the Group’s own commitments and changing regulations could have concern period; a significant impact on the Group’s business and operations. There is a possibility that climate change The impact of broader macro-economic factors such as inflation and interest rates, and geopolitical • risks, both physical and transitional, could affect financial statement balances, through estimates such factors on traveller numbers. as the valuation of goodwill. We considered whether these risks could plausibly affect the liquidity or covenant compliance in As part of our audit, we performed a risk assessment of the impact of climate change risk on the the going concern period by comparing severe, but plausible downside scenarios that could arise from financial statements and our audit approach. As a part of this, we held discussions with our own climate these risks individually and collectively against the level of available financial resources and covenants change professionals to challenge our risk assessment. In doing this we performed the following: indicated by the Group’s financial forecasts. Understanding management’s processes: We made enquiries to understand management’s • assessment of the potential impact of climate change risk on the Group’s Annual Report and Our conclusions based on this work: Accounts and the Group’s preparedness for this. As a part of this we made enquiries to understand we consider that the Directors’ use of the going concern basis of accounting in the preparation • management’s risk assessment process as it relates to possible effects of climate change on the of the financial statements is appropriate; Annual Report and Accounts. we have not identified, and concur with the Directors’ assessment that there is not, a material • Valuations: We considered how the Group considers the impact of climate change risk, both in terms uncertainty related to events or conditions that, individually or collectively, may cast significant • of impacts on input costs and changes in passenger footfall through transport hubs. doubt on the Group’s or Company’s ability to continue as a going concern for the going concern period; we have nothing material to add or draw aention to in relation to the Directors’ statement in • We did not identify the impact of climate risk as a separate key audit maer, given the nature of Note . to the financial statements on the use of the going concern basis of accounting with no the Group’s operations and knowledge gained of its impact on critical accounting estimates during material uncertainties that may cast significant doubt over the Group and Company’s use of that our risk assessment procedures and testing, including the relatively short-term nature of many of basis for the going concern period, and we found the going concern disclosure in Note . to be the Group’s assets. acceptable; and the related statement under the Listing Rules set out on page is materially consistent with the • Audit procedures in relation to Key Audit Maers financial statements and our audit knowledge. In our key audit maer relating to the recoverability of site assets, as set out in section of this report, we determined that climate change could affect projections of footfall and input costs. We have However, as we cannot predict all future events or conditions and as subsequent events may result assessed the impacts of these risks within our assessment of forecast cash flows overall. in outcomes that are inconsistent with judgements that were reasonable at the time they were made, the above conclusions are not a guarantee that the Group or the Company will continue in operation. Other audit procedures During the course of our audit, we considered the Group’s processes around climate change related disclosures in the Annual Report and read the disclosures in the Strategic Report and Directors’ Report and considered its consistency with the financial statements and our audit knowledge. We held discussions with our own climate change professionals to challenge our assessment. SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Independent auditor’s report to the members of SSP Group plc . Fraud and breaches of laws and regulations – ability to detect On this audit, we do not believe that there is a fraud risk related to revenue recognition based Identifying and responding to risks of material misstatement due to fraud on the following assessment: To identify risks of material misstatement due to fraud (‘fraud risks’), we assessed events or The accounting for the majority of the Group’s sales is non-complex, with a strong correlation to • conditions that could indicate an incentive or pressure to commit fraud or provide an opportunity cash receipts and limited opportunities for manual intervention in the sales process to fraudulently to commit fraud. manipulate revenue. There is limited judgement in the accounting for sales which further limits management’s • Our risk assessment procedures included: opportunity to fraudulently manipulate revenue. enquiring of the Directors, management, legal counsel, and members of the Internal Audit function • as to whether they are aware of any instances of fraud, and as to the Group’s high-level policies and We did not identify any additional fraud risks. procedures to prevent and detect fraud; reading Board and commiee minutes; We also performed procedures including: • using analytical procedures to identify any unusual or unexpected relationships; Identifying and testing journal entries and other adjustments for all full scope components • • inspection of internal audit reports issued during the year and whistle-blower logs; and based on specific risk-based criteria and comparing identified entries to supporting documentation. • considering the Group’s results against performance targets and the Group’s remuneration policies, These included entries posted by unusual or unauthorised users, those posted to unexpected • key drivers for remuneration, and bonus levels. account combinations and those with unusual posting descriptions. Assessing significant accounting estimates for bias. • We communicated identified fraud risks throughout the audit team and remained alert to any indications of fraud throughout the audit. This included communication to our global component Identifying and responding to risks and material misstatement due to non-compliance with laws teams of all relevant fraud risks identified at the Group level, and requests to our component audit and regulations teams to report to the Group audit team any instances of fraud which could give rise to a material We identified areas of laws and regulations that could reasonably be expected to have a material misstatement at the Group level. effect on the Financial Statements from our general commercial and sector experience, through discussions with the Directors and other management (as required by auditing standards), and from As required by auditing standards, and having considered the impact of the Group’s results against inspection of the Group’s regulatory and legal correspondence and discussed with the Directors and performance targets, we perform procedures designed to address the risk of management override other management the policies and procedures regarding compliance with laws and regulations. of controls, in particular the risk that Group and component management may be in a position to make inappropriate accounting entries and the risk of bias in accounting estimates and judgements such as We communicated identified laws and regulations risks throughout our team and remained alert to the recoverability of site assets. Further detail in respect of this maer is set out in the key audit any indication of non-compliance throughout the audit. This included communication from the Group maer disclosures within section of this report. to all component audit teams of relevant laws and regulations identified at the Group level, and a request for component auditors to report to the Group audit team any instances of non-compliance with laws and regulations that could give rise to a material misstatement at the Group level. The potential effect of these laws and regulations on the financial statements varies considerably. Firstly, the Group is subject to laws and regulations that directly affect the Financial Statements, including financial reporting legislation (including related company legislation, distributable profits legislation, and taxation legislation (direct and indirect). We assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items. SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Independent auditor’s report to the members of SSP Group plc Secondly, the Group is also subject to many other laws and regulations, where the consequences . We have nothing to report on the other information in the Annual Report of non-compliance could have a material effect on amounts or disclosures in the financial statements, The directors are responsible for the other information presented in the Annual Report together with for instance through the imposition of fines or litigation or the loss of the Group’s permission to the financial statements. Our opinion on the financial statements does not cover the other information operate in geographic locations where non-adherence to laws could prevent trading in these locations. and, accordingly, we do not express an audit opinion or, except as explicitly stated below, any form of We identified the following areas as being most likely to have such an effect: assurance conclusion thereon. Consumer product laws such as product safety, quality standards and communication of allergens, • reflecting the nature of the Group’s operations; Our responsibility is to read the other information and, in doing so, consider whether, based on our Employee health and safety, reflecting the nature of the group’s operating locations; and financial statements audit work, the information therein is materially misstated or inconsistent with • Data privacy laws, reflecting the customer data held by the group. the financial statements or our audit knowledge. Based solely on that work we have not identified • material misstatements in the other information. Auditing standards limit the required audit procedures to identify non-compliance with these laws and regulations to enquiry of the Directors and other management and inspection of regulatory and legal Strategic report and directors’ report correspondence, if any. Therefore, if a breach of operational regulations is not disclosed to us or Based solely on our work on the other information: evident from relevant correspondence, an audit will not detect that breach. we have not identified material misstatements in the strategic report and the directors’ report; • in our opinion the information given in those reports for the financial year is consistent with the • Context of the ability of the audit to detect fraud or breaches of law or regulation financial statements; and Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have in our opinion those reports have been prepared in accordance with the Companies Act . • detected some material misstatements in the Financial Statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, the further Directors’ remuneration report removed an instance of non-compliance with laws and regulations is from the events and transactions In our opinion the part of the Directors’ Remuneration Report to be audited has been properly reflected in the Financial Statements, the less likely it is that the inherently limited procedures prepared in accordance with the Companies Act . required by auditing standards would identify it. Disclosures of emerging and principal risks and longer-term viability In addition, as with any audit, there remains a higher risk of non-detection of fraud, as these may We are required to perform procedures to identify whether there is a material inconsistency between involve collusion, forgery, intentional omission, misrepresentation, or override of internal controls. the directors’ disclosures in respect of emerging and principal risks and the Viability statement, and Our audit procedures are designed to detect material misstatement. We are not responsible for the financial statements and our audit knowledge. preventing non-compliance of fraud and cannot be expected to detect non-compliance with all laws and regulations. Based on those procedures, we have nothing material to add or draw aention to in relation to: the directors’ confirmation within the Viability statement on page that they have carried out a • robust assessment of the emerging and principal risks facing the Group, including those that would threaten its business model, future performance, solvency and liquidity; the Emerging and Principal Risks disclosures describing these risks and how emerging risks are • identified, and explaining how they are being managed and mitigated; and the directors’ explanation in the Viability statement of how they have assessed the prospects of the • Group, over what period they have done so and why they considered that period to be appropriate, and their statement as to whether they have a reasonable expectation that the Group will be able to continue in operation and meet its liabilities as they fall due over the period of their assessment, including any related disclosures drawing aention to any necessary qualifications or assumptions. SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Independent auditor’s report to the members of SSP Group plc We are also required to review the Viability statement, set out on page under the Listing Rules. . We have nothing to report on the other maers on which we are required to report by exception Based on the above procedures, we have concluded that the above disclosures are materially Under the Companies Act , we are required to report to you if, in our opinion: consistent with the financial statements and our audit knowledge. adequate accounting records have not been kept by the parent Company, or returns adequate • for our audit have not been received from branches not visited by us; or Our work is limited to assessing these maers in the context of only the knowledge acquired during the parent Company financial statements and the part of the Directors’ Remuneration Report • our financial statements audit. As we cannot predict all future events or conditions and as subsequent to be audited are not in agreement with the accounting records and returns; or events may result in outcomes that are inconsistent with judgements that were reasonable at the time certain disclosures of directors’ remuneration specified by law are not made; or • they were made, the absence of anything to report on these statements is not a guarantee as to the we have not received all the information and explanations we require for our audit. • Group’s and Company’s longer-term viability. We have nothing to report in these respects. Corporate governance disclosures We are required to perform procedures to identify whether there is a material inconsistency between . Respective responsibilities the directors’ corporate governance disclosures and the financial statements and our audit knowledge. Directors’ responsibilities As explained more fully in their statement set out on page , the directors are responsible for: • Based on those procedures, we have concluded that each of the following is materially consistent with the preparation of the financial statements including being satisfied that they give a true and fair the financial statements and our audit knowledge: view; such internal control as they determine is necessary to enable the preparation of financial the Directors’ statement that they consider that the annual report and financial statements statements that are free from material misstatement, whether due to fraud or error; assessing the • taken as a whole is fair, balanced and understandable, and provides the information necessary Group and parent Company’s ability to continue as a going concern, disclosing, as applicable, maers for shareholders to assess the Group’s position and performance, business model and strategy; related to going concern; and using the going concern basis of accounting unless they either intend the section of the annual report describing the work of the Audit Commiee, including the to liquidate the Group or the parent Company or to cease operations, or have no realistic alternative • significant issues that the audit commiee considered in relation to the financial statements, but to do so. and how these issues were addressed; and the section of the annual report that describes the review of the effectiveness of the Group’s risk Auditor’s responsibilities • management and internal control systems. 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 our opinion We are required to review the part of the Corporate Governance Statement relating to the Group’s in an auditor’s report. Reasonable assurance is a high level of assurance, but does not guarantee that compliance with the provisions of the UK Corporate Governance Code specified by the Listing Rules an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it for our review. We have nothing to report in this respect. exists. Misstatements can arise from fraud or error and are considered material if, individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the financial statements. A fuller description of our responsibilities is provided on the FRC’s website at www.frc.org.uk/ auditorsresponsibilities. The Company is required to include these financial statements in an annual financial report prepared using the single electronic reporting format specified in the TD ESEF Regulation. This auditor’s report provides no assurance over whether the annual financial report has been prepared in accordance with that format. SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Independent auditor’s report to the members of SSP Group plc . The purpose of our audit work and to whom we owe our responsibilities This report is made solely to the Company’s members, as a body, in accordance with Chapter of Part of the Companies Act . Our audit work has been undertaken so that we might state to the Company’s members those maers we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permied 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. Lourens de Villiers (Senior Statutory Auditor) for and on behalf of KPMG LLP, Statutory Auditor Chartered Accountants Canada Square London, E GL December SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Consolidated income statement for the year ended September 2023 2023 2023 2022 2022 2022 Underlying Adjustments Total Underlying Adjustments Total Notes £m £m £m £m £m £m Revenue 3 3,009.7 – 3,009.7 2,185.4 – 2,185.4 Operating costs 5 (2,804.9) (38.0) (2,842.9) (2,153.7) 59.8 (2,093.9) Operating profit/(loss) 204.8 (38.0) 166.8 31.7 59.8 91.5 Share of profit of associates 14 7.2 (6.7) 0.5 6.6 – 6.6 Finance income 8 17.0 – 17.0 4.9 – 4.9 Finance expense 8 (103.6) 7.4 (96.2) (86.4) 8.6 (77.8) Profit/(loss) before tax 125.4 (37.3) 88.1 (43.2) 68.4 25.2 Taxation 9 (29.1) (2.9) (32.0) 0.9 (16.2) (15.3) Profit/(loss) for the year 96.3 (40.2) 56.1 (42.3) 52.2 9.9 Profit/(loss) attributable to: Equity holders of the parent 49.6 (41.5) 8.1 (60.9) 50.7 (10.2) Non-controlling interests 24 46.7 1.3 48.0 18.6 1.5 20.1 Profit/(loss) for the year 96.3 (40.2) 56.1 (42.3) 52.2 9.9 Earnings/(loss) per share (pence): – Basic 4 6.2 – 1.0 (7.7) – (1.3) – Diluted 4 6.2 – 1.0 (7.7) – (1.3) Presented on an underlying basis, which excludes non-underlying items as further explained in note . SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Consolidated statement of other comprehensive income for the year ended September 2023 2022 Notes £m £m Other comprehensive income/(expense) Items that will never be reclassified to the income statement: Remeasurements on defined benefit pension schemes 22 (4.4) 8.5 Tax credit/(charge) relating to items that will not be reclassified 1.0 (1.2) Items that are or may be reclassified subsequently to the income statement: Net gain/(loss) on hedge of net investment in foreign operations 33.9 (56.3) Other foreign exchange translation differences (49.4) 45.6 Effective portion of changes in fair value of cash flow hedges – (0.1) Cash flow hedges – reclassified to income statement – 1.4 Tax (charge)/credit relating to items that are or may be reclassified (1.1) 3.6 Other comprehensive income for the year (20.0) 1.5 Profit for the year 56.1 9.9 Total comprehensive income for the year 36.1 11.4 Total comprehensive (expense)/income attributable to: Equity holders of the parent (0.7) (19.6) Non-controlling interests 24 36.8 31.0 Total comprehensive income for the year 36.1 11.4 SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Consolidated balance sheet as at September 2023 2022 Non-current assets Notes £m £m Property, plant and equipment 11 586.9 469.3 Goodwill and intangible assets 12 681.1 701.7 Right-of-use assets 13 931.5 736.3 Investments in associates 14 16.2 17.0 Deferred tax assets 15 91.0 89.0 Other receivables 17 81.2 85.5 Current assets 2,387.9 2,098.8 Inventories 16 42.4 37.0 Tax receivable 6.0 1.5 Trade and other receivables 17 158.6 142.0 Cash and cash equivalents 18 303.3 543.6 510.3 724.1 Total assets 2,898.2 2,822.9 Current liabilities Short-term borrowings 19 (12.6) (68.8) Trade and other payables 20 (7 41.1) (719.3) Tax payable (23.3) (18.5) Lease liabilities 21 (252.3) (216.5) Provisions 23 (25.3) (24.6) Non-current liabilities (1,054.6) (1,047.7) Long-term borrowings 19 (682.8) (771.1) Post-employment benefit obligations 22 (10.5) (10.8) Lease liabilities 21 (776.4) (638.1) Other payables 20 (1.3) (1.4) Provisions 23 (30.7) (35.9) Deferred tax liabilities 15 (19.8) (6.9) (1,521.5) (1,464.2) Total liabilities (2,576.1) (2,511.9) Net assets 322.1 311.0 2023 2022 Equity Notes £m £m Share capital 24 8.6 8.6 Share premium 24 472.7 472.7 Capital redemption reserve 24 1.2 1.2 Other reserves 24 (18.2) (9.0) Retained losses (238.1) (248.5) Total equity shareholders‘ funds 226.2 225.0 Non-controlling interests 24 95.9 86.0 Total equity 322.1 311.0 These financial statements were approved by the Board of Directors on December and were signed on its behalf by: Jonathan Davies Deputy Group CEO and CFO SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Consolidated statement of changes in equity for the year ended September Capital Retained Total Share Share redemption Other earnings/ parent Non-controlling Total capital premium reserve reserves (losses) equity interests equity £m £m £m £m £m £m £m £m Balance at 30 September 2021 8.6 472.7 1.2 7.7 (249.9) 240.3 70.4 310.7 (Loss)/profit for the year – – – – (10.2) (10.2) 20.1 9.9 Other comprehensive income/(expense) for the year – – – (16.7) 7.3 (9.4) 10.9 1.5 Capital contributions from non-controlling interests (note 24) – – – – – – 3.4 3.4 Dividends paid to non-controlling interests (note 24) – – – – – – (18.8) (18.8) Share-based payments – – – – 4.0 4.0 – 4.0 Tax on share-based payments – – – – 0.1 0.1 – 0.1 Other movements – – – – 0.2 0.2 – 0.2 At 30 September 2022 8.6 472.7 1.2 (9.0) (248.5) 225.0 86.0 311.0 Profit for the year – – – – 8.1 8.1 48.0 56.1 Other comprehensive expense for the year – – – (5.4) (3.4) (8.8) (11.2) (20.0) Capital contributions from non-controlling interests (note 24) – – – – – – 17.3 17.3 Dividends paid to non-controlling interests (note 24) – – – – – – (45.3) (45.3) Purchase of additional stake in subsidiary (note 24) – – – (1.1) – (1.1) 1.1 – Transactions with non-controlling interests (note 24) – – – (2.7) – (2.7) – (2.7) Share-based payments – – – – 5.7 5.7 – 5.7 At 30 September 2023 8.6 472.7 1.2 (18.2) (238.1) 226.2 95.9 322.1 SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Consolidated cash flow statement for the year ended September 2023 2022 Cash flows from operating activities Notes £m £m Cash flow from operations 26 498.3 434.5 Tax paid (19.6) (2.3) Net cash flows from operating activities 478.7 432.2 Cash flows from investing activities Dividends received from associates 14 7.3 4.3 Interest received 11.5 2.2 Purchase of property, plant and equipment 11 (219.9) (146.0) Purchase of other intangible assets 12 (22.6) (13.6) Acquisition in the year, net of cash and cash equivalents acquired 31 (41.2) (1.4) Net cash flows from investing activities (264.9) (154.5) Cash flows from financing activities Repayment of bank borrowings 27 (95.9) (304.9) Debt refinancing and modification fees paid (4.6) (1.3) Receipt of bank loans – 1.0 Loans (repaid to)/taken from non-controlling interests 27 (1.2) 8.6 Payment of lease liabilities – principal 21 (197.5) (137.0) Payment of lease liabilities – interest 21 (53.1) (37.9) Interest paid excluding interest on lease liabilities (57.6) (42.7) Dividends paid to non-controlling interests 24 (45.3) (18.8) Refinancing of associates (8.0) – Capital contributions from non-controlling interests 22.5 10.7 Net cash flows used in financing activities (440.7) (522.3) Net decrease in cash and cash equivalents (226.9) (244.6) Cash and cash equivalents at beginning of the year 543.6 773.6 Effect of exchange rate fluctuations on cash and cash equivalents (13.4) 14.6 Cash and cash equivalents at end of the year 303.3 543.6 SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Notes to consolidated financial statements . Accou1. Accounting policies In both its base case and downside case scenarios, the Directors are confident that the Group will have .1. Basis of preparati1 Basis of preparation sufficient funds to continue to meet its liabilities as they fall due for a period of at least mot 12 months from SSP Group plc (the ‘Company’) is a company incorporated in the United Kingdom under the Companies the date of approval of the financial statements, and that it will have headroom against all applicable Act t 2006. The Group financial statements consolidate those of the Company and its subsidiaries covenant tests throughout this period of assessment. The Directors have therefore deemed it (together referred to as the Group) and equity-account the Group‘s interest in its associates. These appropriate to prepare the financial statements for the year ended ded 3 Se0 September er 2 o023 on a going financial statements have been prepared in accordance with UK-adopted International Accounting concern basis. Standards(‘IAS’) and with the requirements of the Companies Act t 200 (th6 (the ‘Act’). . Changes in accounting poli1.3 Changes in accounting policies and disclosures The financial statements are presented in Sterling, which is the Company‘s functional currency. During the year ended ded 3 Se0 September er 2023, the Group adopted the following standards: All information is given to the nearest est £. million0.1 million. Reference to the Conceptual Framework (Amendments to IFRS )RS 3) • Property, Plant and Equipment – Proceeds before Intended Use (Amendments to IAS )S 16) • The financial statements are prepared on the historical cost basis, except in respect of financial Onerous Contracts – Cost of fulfilling a Contract (Amendments to IAS S 37) • instruments (including derivative instruments) and defined benefit pension schemes for which assets Annual Improvements to IFRS Standards ds 2018--2020 • are measured at fair value, as explained in the accounting policies below. Amendments to IAS IncS 12 Income Taxes – International Tax Reform – Pillar Two Model Rules • The accounting policies set out below have, unless otherwise stated, been applied consistently There were no adjustments to current year or prior year amounts as a result of adopting to all periods presented in these financial statements. these standards. . Going1.2 Going concern Amendments to IAS IncS 12 Income Taxes – International Tax Reform – Pillar Two Model Rules: The Group These financial statements are prepared on a going concern basis. has adopted the amendments to IAS foS 12 for the first time in the current year. The IASB amends the scope of IAS to claS 12 to clarify that the Standard applies to income taxes arising from tax law enacted or The Board has reviewed the Group’s financial forecasts as part of the preparation of its financial substantively enacted to implement the Pillar Two model rules published by the OECD, including tax statements, including cash flow forecasts prepared for a period of twelve months from the date law that implements qualified domestic minimum top up taxes described in those rules. The of approval of these financial statements (‘the going concern period’) and taking into consideration amendments introduce a temporary exception to the accounting requirements for deferred taxes in a number of different scenarios. Having carefully reviewed these forecasts, the Directors have IAS S 12, so that an entity would neither recognise nor disclose information about deferred tax assets concluded that it is appropriate to adopt the going concern basis of accounting in preparing these and liabilities related to Pillar Two income taxes. Following the amendments, the Group is required to financial statements for the reasons set out below. disclose that it has applied the exception and to disclose separately its current tax expense (income) related to Pillar Two income taxes. In making the going concern assessment, the Directors have considered forecast cash flows and the liquidity available over the going concern period. In doing so they assessed a number of scenarios, 1. New a.4 New accounting standards not yet adopted by the Group including a base case scenario and a severe but plausible downside scenario. The base case scenario The following amended standards and interpretations are not expected to have a significant impact reflects an expectation of a continuing recovery in passenger numbers in most of our key markets on the Group’s consolidated financial statements: during the forecast period, augmented by the ongoing roll-out of our new business pipeline. IFRS ‘S 17 ‘Insurance Contracts’ • Classification of liabilities as current or non-current (Amendments to IAS )S 1) • With some uncertainty surrounding the economic and geo-political environment over the next twelve Disclosure of Accounting Policy (Amendments to IAS aS 1 and IFRS Practice Statement )nt 2) • months, a downside scenario has also been modelled, applying severe but plausible assumptions to the Definition of Accounting Estimate (Amendments to IAS )S 8) • base case. This downside scenario reflects a pessimistic view of the travel markets for the remainder Amendments to IAS – DefS 12 – Deferred Tax related to Assets and Liabilities arising from • of the current financial year, assuming sales that are around und 10 low% lower than in the base case scenario. a Single transaction Amendment to IFRS – LeS 16 – Leases on sale and leaseback • SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Notes to consolidated financial statements . Accou1. Accounting policies continued .1.6 Foreign currency . B1.5 Basis of consolidation Transactions in foreign currencies are translated to the respective functional currencies of Group The financial statements of the Group consolidate the results of the Company and its subsidiary entities at the foreign exchange rate at the date of the transaction. Monetary assets and liabilities entities, together with the Group‘s ap‘s attributable share of the results of associates. All intercompany denominated in foreign currencies at the balance sheet date are retranslated to the functional balances and transactions, including unrealised profits and losses arising from intragroup currency at the foreign exchange rate ruling at that date. Foreign exchange differences arising on transactions, have been eliminated in full. translation are recognised in the income statement, except for differences arising on the retranslation of a financial liability designated as a hedge of the net investment in a foreign operation that is Subsidiaries effective, or qualifying cash flow hedges, which are recognised directly in other comprehensive Subsidiaries are entities controlled by the Group. Control is the power to direct the relevant activitie s income. Non-monetary assets and liabilities that are measured in terms of historical cost in a foreign of the subsidiary that significantly affect the subsidiary‘s return so as to have rights to the variable currency are translated using the exchange rate at the date of the transaction. return from its activities. The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on The financial statements of subsidiaries are included in the consolidated financial statements consolidation, are translated to the Group‘s presentation currency, Sterling, at foreign exchange rates from the date that control commences until the date that control ceases. Losses applicable to the ruling at the balance sheet date. The revenues and expenses of foreign operations are translated at an non-controlling interests in a subsidiary are allocated to the non-controlling interests even if doing average rate for the period where this rate approximates to the foreign exchange rates ruling at the so causes the non-controlling interests to have a deficit balance. dates of the transactions. Associates Exchange differences arising from this translation of foreign operations are reported as an item of An associate is an undertaking in which the Group has a long-term equity interest and over which other comprehensive income and accumulated in the translation reserve or non-controlling interest, it has the power to exercise significant influence. as appropriate. When a foreign operation is disposed of, such that control, joint control or significant influence is lost, the entire accumulated amount in the foreign currency translation reserve, net of Associates are accounted for using the equity method and are initially recognised at cost (including amounts previously attributed to non-controlling interests, is recycled to the income statement as transaction costs). The Group‘s interest in the net assets of associates is reported as an investment on part of the gain or loss on disposal. When the Group disposes of only part of its interest in a subsidiary the consolidated balance sheet and its interest in their results are included in the consolidated incom e that includes a foreign operation while still retaining control, the relevant proportion of the statement below the Group‘s operating profit. The Group‘s investment in associates includes goodw ill accumulated amount is reaattributed to non-controlling interests. When the Group disposes of only identified on acquisition, net of any accumulated impairment losses. The consolidated financial part of its investment in an associate or joint venture that includes a foreign operation while still statements include the Group‘s share of the total comprehensive income and equity movements of retaining significant influence or joint control, the relevant proportion of the cumulative amount equity-accounted investees, from the date that significant influence commences until the date that is recycled to the income statement. significant influence ceases. Exchange differences arising from a monetary item receivable from or payable to a foreign operation, When the Group‘s share of losses exceeds its interest in an equity-accounted investee, the carrying the selettlement of which is neither planned nor likely in the foreseeable future, are considered to form amount of the Group‘s investment is reduced to nil and recognition of further losses is discontinued part of a net investment in a foreign operation and are recognised directly in other comprehensive except to the extent that the Group has incurred legal or constructive obligations or made payments income. Foreign currency differences arising on the retranslation of a hedge of a net investment in on behalf of an investee. a foreign operation are recognised directly in equity, in the translation reserve, to the extent that the hedge is effective. When the hedged part of a net investment is disposed of, the associated cumulative Investments in associates are reviewed for impairment whenever events or circumstances indicate amount in equity is recycled to the income statement as an adjustment to the profit or loss on disposal. that the carrying amount may not be recoverable. The impairment review compares the net carrying value with the recoverable amount, where the recoverable amount is the higher of the value in use, calculated as the present value of the Group‘s share of the investees‘ future cash flows and the fair value less costs of disposal. SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Notes to consolidated financial statements . Accou1. Accounting policies continued Other financial assets . Cla1.7 Classification of financial instruments issued by the Group Other financial assets comprise money market funds that are not readily convertible to cash. Financial instruments issued by the Group are treated as equity only to the extent that they meet These are held on the balance sheet at amortised cost. the following two conditions: Interest-bearing borrowings (a) they include no contractual obligations upon the Group to deliver cash or other financial assets Interest-bearing borrowings are recognised initially at fair value less as attributable transaction costs. or to exchange financial assets or financial liabilities with another party under conditions that Subsequent to initial recognition, interest-bearing borrowings are stated at amortised cost using the are potentially unfavourable to the Group; and effective interest method. Where a modification to the terms of existing borrowings has taken place, the difference between the current carrying amount of borrowings and the modified net present value (b) where the instrument will or may be seettled in the Company‘s own equity instruments, it is either of future cash flows is taken to the income statement. a non-derivative that includes no obligation to deliver a variable number of the Company‘s own equity instruments or is a derivative that will be see settled by the Company exchanging a fixed . De1.9 Derivative financial instruments and hedging amount of cash or other financial assets for a fixed number of its own equity instruments. Derivative financial instruments Derivative financial instruments are recognised at fair value. The gain or loss on remeasurement to fair To the extent that this definition is not met, the proceeds of issue are classified as a financial liability. value is recognised immediately in the income statement. However, where derivatives qualify for hedge accounting, recognition of any resultant gain or loss depends on the nature of the item being hedged. . Non-derivative1.8 Non-derivative financial instruments Non-derivative financial instruments comprise investments in equity and debt securities, trade and Cash flow hedges other receivables, cash and cash equivalents, loans and borrowings, and trade and other payables. 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 Trade and other receivables or loss on the derivative financial instrument is recognised directly in the cash flow hedging reserve. Trade and other receivables are recognised initially at fair value. Subsequent to initial recognition, Any ineffective portion of the hedge is recognised immediately in the income statement. they are measured at amortised cost using the effective interest method, less any impairment losses and doubtful debts. The allowance for doubtful debts is recognised based on an expected loss model If a hedge of a forecast transaction subsequently results in the recognition of a financial asset or a which is a probability weighted estimate of credit losses. financial liability, the associated gains and losses that were recognised directly in other comprehensive income are recycled into the income statement in the same period or periods during which the asset The Group applies the simplified approach and records lifetime expected credit losses for trade acquired or liability assumed affects profit or loss, i.e. when interest income or expense is recognised. and other receivables. The basis on which expected credit losses are measured uses historical cash collection data for periods of at least monst 24 months wherever possible. The historical loss rates are For cash flow hedges, other than those specified above, the associated cumulative gain or loss is adjusted where macro-economic, industry specific factors or known issues to a specific debtor are removed from equity and recognised in the income statement in the same period or periods during expected to have a significant impact when determining future expected credit losses. Trade and which the hedged forecast transaction affects profit or loss. other receivables are fully wrien otten off when each business unit determines there to be no reasonable expectation of recovery. Fair value hedges Where a derivative financial instrument is designated as a hedge of the variability in fair value Trade and other payables of a recognised asset or liability or an unrecognised firm commitment, all changes in the fair value Trade and other payables are recognised initially at fair value. Subsequent to initial recognition, of the derivative are recognised immediately in the income statement. they are measured at amortised cost using the effective interest method. The carrying value of the hedged item is adjusted by the change in fair value that is as attributable to Cash and cash equivalents the risk being hedged (even if it is normally carried at cost or amortised cost) and any gains or losses Cash and cash equivalents comprise cash balances and deposits and liquid investments, and on remeasurement are recognised immediately in the income statement (even if those gains would short-term deposits. Bank overdraafts that are repayable on demand and form an integral part normally be recognised directly in reserves). of the Group‘s cash management are included as a component of cash and cash equivalents. SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Notes to consolidated financial statements . Accou1. Accounting policies continued .1. Ac13 Acquisitions and disposals of non-controlling interests . Pro1.10 Property, plant and equipment Acquisitions and disposals of non-controlling interests that do not result in a change of control are Property, plant and equipment are stated at cost less accumulated depreciation and accumulated accounted for as transactions with owners in their capacity as owners and, therefore, no goodwill is impairment losses. recognised as a result of such transactions. The adjustments to non-controlling interests are based on a proportionate amount of the net assets of the subsidiary. Any difference between the price paid Where parts of an item of property, plant and equipment have different useful lives, they are or received and the amount by which non-controlling interests are adjusted is recognised directly in accounted for as separate items of property, plant and equipment. equity and arttributed to the owners of the parent company. Depreciation is charged to the income statement on a straight-line basis over the estimated useful .1. Goodwill14 Goodwill and intangible assets lives of each part of an item of property, plant and equipment. Land is not depreciated. The estimated Goodwill useful lives are as follows: Goodwill is allocated to groups of cash-generating units (CGUs) as this is the lowest level within Freehold buildings yea50 years the Group at which the goodwill is monitored for internal management purposes. Goodwill is not Leasehold buildings the life of the lease amortised but is tested annually for impairment, or when impairment triggers have been identified, Plant and machinery to yea3 to 13 years at the level at which it is allocated when accounting for business combinations. Goodwill is stated Fixtures, fiinttings, tools and equipment to yea3 to 13 years at cost less any accumulated impairment losses. . IFR1.11 IFRS LS 16 Leases Indefinite life intangible assets The Group recognises a right-of-use asset and a lease liability at the lease commencement date. The Indefinite life intangible assets relate to brands recognised on acquisition of the SSP business in n 20.06. right-of-use asset is initially measured at cost, comprising the initial amount of the lease liability plus Indefinite life intangible assets are treated as having an indefinite life as there is no foreseeable limit any initial direct costs incurred and any lease payments made at or before the lease commencement to the period over which they are expected to generate net cash inflows. In particular, they are date, less any lease incentives received. The right-of-use asset is subsequently depreciated using the considered to have an indefinite life, given the strength and durability of the brands and the level of straight-line method from the commencement date to the earlier of the end of the useful life of the marketing support provided. The nature of the food and beverage industry is such that obsolescence asset or the end of the lease term. is not a common issue, with the Group’s major brands being originally created over yer 20 years ago. The lease liability is initially measured at the present value of the lease payments that are not paid These assets are tested annually for impairment or when impairment triggers have been identified, at the commencement date, discounted using the incremental borrowing rate being the rate that the at the level at which they are allocated when accounting for business combinations. lessee would have to pay to borrow the funds necessary to obtain an asset in a similar economic environment with similar terms and conditions. The lease liability is subsequently measured at Definite life and sooftware intangible assets amortised cost using the effective interest method. It is remeasured when there is a change in future Definite life intangible assets, consisting mainly of brands and franchise agreements and software, lease payments arising from a change in an index or a rate or a change in the Group’s assessment of that are acquired/purchased by the Group are stated at cost less accumulated amortisation and whether it will exercise an extension or termination option. When the lease liability is remeasured, a accumulated impairment losses. Expenditure on internally generated brands is recognised in the corresponding adjustment is made to the right-of-use asset. Variable lease payments are recognised income statement as an expense is incurred. as an expense in the income statement in the period they are incurred. For short-term leases and low value assets, the Group recognises the lease payments as an operating expense on a straight-line Amortisation basis over the term of the lease. Amortisation is charged to the income statement on a straight-line basis over the estimated useful lives of intangible assets (between anen 3 and yead 15 years) unless such lives are indefinite. Other intangible .1. Business combinations12 Business combinations assets are amortised from the date they are available for use. Business combinations are accounted for using the acquisition method as at the acquisition date, which is the date at which control is transferred to the Group. The consideration transferred in the .1. Inv15 Inventories acquisition is measured at fair value as are the identifiable assets and liabilities acquired. The excess Inventories comprise goods purchased for resale and consumable stores and are stated at the lower of the fair value of consideration transferred over the fair value of net assets acquired is accounted of cost and net realisable value. Cost is calculated using the ‘first in first out’ method. for as goodwill. Any goodwill that arises is tested annually for impairment. Non-controlling interests arising from acquisition are accounted for based on the proportionate share of the fair value of identifiable net assets. Subsequent to acquisition, the carrying amount of non-controlling interests is the amount of those interests at initial recognition plus the non-controlling interests‘ share of subsequent changes in equity. Total comprehensive income is attributed to non-controlling interests even if this results in the non-controlling interests having a deficit balance. SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Notes to consolidated financial statements . Accou1. Accounting policies continued . Employe1.17 Employee benefits .1. Impairment ex16 Impairment excluding inventories and deferred tax assets Defined benefit plans Financial assets A defined benefit plan is a post-employment benefit plan other than a defined contribution plan. A financial asset not carried at fair value through the income statement is assessed at each reporting The Group‘s net obligation in respect of defined benefit plans is calculated separately for each plan date to determine whether there is objective evidence that it is impaired. A financial asset is impaired by estimating the amount of future benefit that employees have earned in the current and prior (with a charge to the income statement) if objective evidence indicates that a loss event has occurred periods, discounting the amount and deducting the fair value of any plan assets. aafter the initial recognition of the asset, and that the loss event has had a negative effect on the estimated future cash flows of that asset, which can be estimated reliably. The calculation of defined benefit obligations is performed annually by a qualified actuary using the projected unit credit method. When the calculation results in a potential asset for the Group, the An impairment loss in respect of a financial asset measured at amortised cost is calculated as the recognised asset is limited to the present value of the economic benefits available in the form of any difference between its carrying amount and the present value of the estimated future cash flows future refunds from the plan or reductions in future contributions to the plan. To calculate the present discounted at the asset‘s original effective interest rate. Interest on the impaired asset continues value of economic benefits, consideration is given to any applicable minimum funding requirements. to be recognised through the unwinding of the discount. When a subsequent event causes the amount of impairment loss to decrease, the decrease in impairment loss is reversed through Remeasurements of the net defined liability, which comprise actuarial gains and losses, the return the income statement. on plan assets (excluding interest) and the effect of the asset ceiling (if any, excluding interest), are recognised immediately in other comprehensive income. Net interest expense and other Non-financial assets expenses related to defined plans are recognised in the income statement. The carrying amounts of the Group‘s non-financial assets, other than inventories and deferred tax assets, are reviewed at each reporting date to determine whether there is any indication of impairment . When the benefits of a plan are changed or when a plan is curtailed, the resulting change in benefit If any such indication exists, then the asset‘s recoverable amount is estimated. For goodwill and that relates to past service or the gain or loss on curtailment is recognised immediately in the income intangible assets that have indefinite useful lives or that are not yet available for use, the recoverable statement. The Group recognises gains and losses on the selemttlement of a defined benefit plan when amount is estimated in each period at the same time. the selement octhe settlement occurs. The recoverable amount of an asset or CGU is the greater of its value in use and its fair value less costs Defined contribution plans to sell. For the purpose of impairment testing, assets that cannot be tested individually are grouped A defined contribution plan is a post-employment benefit plan under which the employing company together into the smallest group of assets that generates cash inflows from continuing use that are pays fixed contributions into a separate entity and will have no legal or constructive obligation to pay largely independent of the cash inflows of other assets or groups of assets. Subject to an operating further amounts. Obligations for contributions to defined contribution pension plans are recognised as segment ceiling test, for the purposes of goodwill impairment testing, CGUs to which goodwill has an expense in the income statement in the periods during which services are rendered by employees. been allocated are aggregated so that the level at which impairment is tested reflects the lowest level at which goodwill is monitored for internal reporting purposes. Goodwill acquired in a business Short-term benefits combination is allocated to CGUs or groups of CGUs that are expected to benefit from the synergies Short-term employee benefit obligations are measured on an undiscounted basis and are expensed of the combination. as the related service is provided. A liability is recognised for the amount expected to be paid under a short-term cash bonus if the employing company has a present legal or constructive obligation An impairment loss is recognised if the carrying amount of an asset or its CGU exceeds its estimated to pay this amount as a result of past service provided by the employee and the obligation can recoverable amount. Impairment losses are recognised in the income statement. Impairment losses be estimated reliably. recognised in respect of CGUs are allocated first to reduce the carrying amount of any goodwill allocated to the units, and then to reduce the carrying amounts of the other assets in the unit (or group Share-based payments of units) on a pro rata basis. Any subsequent reduction in an impairment loss in respect of goodwill is Equity-selettled share-based payments to employees are measured at the fair value of the equity not reversed. instruments at the grant date. The fair value excludes the effect of service and non-market-based vesting conditions. For other assets, any subsequent reduction in an impairment loss is reversed only to the extent the asset‘s carrying amount does not exceed the carrying amount that would have been determined, The fair value determined at the grant date of the equity-selettled share-based payments is expensed net of depreciation or amortisation, if no impairment loss had been recognised. on a straight-line basis over the vesting period, with a corresponding adjustment to equity reserves, based on the Group‘s estimate of equity instruments that will eventually vest. At each balance sheet date, the Group revises its estimate of the number of equity instruments expected to vest as a result of service and non-market-based vesting conditions. The impact of changes to the original estimates, if any, is recognised in the income statement such that the cumulative expense reflects the revised estimate, with a corresponding adjustment to equity reserves. SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Notes to consolidated financial statements . Accou1. Accounting policies continued 1. Underlying i.22 Underlying items . Prov1.18 Provisions Underlying items are those that, in management‘s judgement, need to be disclosed by virtue of their A provision is recognised in the balance sheet when the Group has a present legal or constructive size, nature or incidence, in order to draw the aee attention of the reader and to show the underlying obligation as a result of a past event, that can be reliably measured and it is probable that an outflow business performance of the Group more accurately. Such items are included within the income of economic benefits will be required to sele tttle the obligation. Provisions are determined by statement caption to which they relate, and are separately disclosed either in the notes to the discounting the expected future cash flows at an appropriate rate. consolidated financial statements or on the face of the consolidated income statement. .1. Segment information19 Segment information Non-underlying items Segment information is provided based on the geographical segments that are reviewed by the The Group makes reference to non-underlying items in presenting the Group’s statutory profitability chief operating decision-maker. In accordance with the provisions of IFRS ‘OS 8 ‘Operational segments‘, measures. Non-underlying items are non-recurring items of expense or income which are not incurred the Group‘s chief operating decision-maker is the Board of Directors. The operating segments are in the ordinary course of business (for example arising as a result of the impact of Covid-). Ex-19). Examples aggregated if they meet certain criteria. Segment results include items directly arttributable to a of non-underlying items include restructuring expenses and impairment of goodwill, property, plant segment, as well as those that can be allocated on a reasonable basis. Unallocated items comprise and equipment and right-of-use assets. mainly head office expenses, finance income, finance charges and income tax. No disclosure is made for net assets/liabilities as these are not reported by segment to the chief operating decision-maker. 1..2 Fi3 Finance income and expense Finance income comprises interest receivable on funds invested and net foreign exchange gains that .1.2 Revenu0 Revenue are recognised in the income statement. Finance expense comprises interest payable, finance charges Revenue represents amounts for retail goods and catering services supplied to third-party customers on shares classified as liabilities, unwinding of the discount on lease liabilities, the unwinding of the (predominantly passengers) excluding discounts, value-added tax and similar sales taxes. discount on provisions and net foreign exchange losses that are recognised in the income statement. Interest income and interest expense are recognised in the income statement as they accrue, using Sale of goods the effective interest method. Foreign currency gains and losses are reported on a net basis. Revenue is recognised at the point that control of the goods is passed to the customer. This is deemed to be at the at the point of sale of food, beverage and retail goods. 1. T.24 Taxation Tax on the profit or loss for the period comprises current and deferred tax. Tax is recognised in the Provision of catering services income statement except to the extent that it relates to items recognised directly in equity, in which Revenue is recognised over time, as the services are provided to the customer. case it is recognised in equity. . Suppl1.21 Supplier income Current tax is the expected tax payable or receivable on the taxable income or loss for the period, The Group enters into agreements with suppliers to benefit from promotional activity and volume using tax rates enacted or substantively enacted at the balance sheet date, and any adjustment growth. Supplier incentives, rebates and discounts are recognised within cost of sales as they are earned. to tax payable in respect of previous periods. Deferred tax is provided on temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. No provision is made for the following temporary differences: the initial recognition of goodwill; the initial recognition of assets or liabilities that affect neither accounting nor taxable profit other than in a business combination; and differences relating to investments in subsidiaries to the extent that they will probably not reverse in the foreseeable future. The amount of deferred tax provided is based on the expected manner of realisation or seettlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the balance sheet date. A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available, against which the temporary difference can be utilised. SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Notes to consolidated financial statements . Accou1. Accounting policies continued .1.2 Sha5 Share capital Critical accounting judgements Where the Company purchases its own share capital (treasury shares), the consideration paid, Current and deferred tax including any directly aly attributable incremental costs, is deducted from equity attributable to the The evaluation of recoverability of deferred tax assets requires judgements to be made regarding Company’s equity holders until the shares are cancelled or reissued. the availability of future taxable income. Management therefore recognises deferred tax assets only where it believes it is probable that such assets will be realised, taking account of historic evidence Where such shares are subsequently sold or reissued, any consideration received net of any directly of taxable profits, current levels of profitability and forecasts prepared for budgets and the Group‘s aattributable incremental transaction costs and the related income tax effects, is included in equity Medium Term Plan (as referred to on page age 7 in th8 in the viability statement in the risk management section aattributable to the Company’s equity holders. of the Strategic Report). .1.2 Gover6 Government grants Other sources of estimation uncertainty Income received in the form of government grants is accounted for under IAS S 2 ‘Go0 ‘Government grants’ Current and deferred tax and recognised in the income statement in the period in which the associated costs for which the The Group is required to determine the corporate tax provision in each of the many jurisdictions in grants are intended to compensate are incurred. The grant income is recognised as a reduction which it operates. During the ordinary course of business, there are transactions and calculations for in the corresponding expense in the income statement. which the ultimate determination is uncertain. As a result, the Group recognises tax liabilities based on estimates of whether additional taxes will be due. The recognition of tax benefits and assessment of Where a government or a government guaranteed bank loan has been received with below-market provisions against tax benefits requires management judgement. In particular, the Group is routinely interest rates, the loan is accounted for initially at fair value discounted at market rates with the subject to tax audits in many jurisdictions, which by their nature are oee often complex and can take several difference between the cash received and the fair value at market rates being recognised as deferred years to resolve. Provisions are based on management‘s interpretation of country-specific tax law and income. The unwind of the discount and the deferred income are released to and need in fi netted in finance the likelihood of selettlement, and have been calculated using the single best estimate of likely outcome charges in the income statement, on a straight-line basis over the duration of loan. approach. Management takes advice from in-house tax specialists and professional tax advisors, and uses previous experience to inform its judgements. To the extent that the outcome differs from the Other than the changes discussed in .ed in 1., t3, the accounting policies adopted are consistent with those estimates made, tax adjustments may be required in future periods. of the previous year. Climate change . Si2. Significant accounting estimates and judgements In preparing these consolidated financial statements we have considered the impact of both physical The preparation of the consolidated financial statements requires management to make estimates, and transition climate change risks as well as our plans to mitigate against those risks on the current judgements and assumptions concerning the future. The resulting accounting estimates will, by valuation of our assets and liabilities. We do not believe that there is a material impact on the financial definition, seldom equal the related actual results. These estimates and assumptions are based on reporting judgements and estimates arising from our considerations and as a result the valuations of historical experience and other factors that are believed to be reasonable under the circumstances. our assets or liabilities have not been significantly impacted by these risks as at St 30 September er 2023. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying value of assets and liabilities within the next financial year are discussed below. The Group has performed an assessment of the qualitative impact of climate-related risks on our business. On the basis of this analysis we have not identified any significant impact from climate- Key sources of estimation uncertainty related risks on the Group’s going concern assessment nor the viability of the Group over the next Impairment of goodwill and indefinite life intangible assets three years. The Group recognises goodwill and indefinite life intangible assets that have arisen through acquisitions. These assets are subject to impairment reviews to ensure that the assets are not carried Useful estimated lives of property, plant and equipment exceeding IFRS leasS 16 lease term above their recoverable amounts. For goodwill and indefinite life intangible assets, reviews are In the UK, there are a number of leases which are considered to fall outside the scope of IFRS duS 16 due to performed annually as well as when there is a specific trigger for impairment. There were no specific contractual terms meaning notice can be given so the lease would end within hin 1 mon2 months and therefore impairment triggers in the year. the lease being classified as short term. In a number of cases, the leasehold improvement associated with these leases are being depreciated over a longer period, as we expect the lease term to be longer The recoverable amounts of CGUs or groups of CGUs have been determined based on value-in-use than the contractually defined minimum period, which is used for the IFRS aRS 16 assessment. calculations. These calculations require the use of estimates and assumptions consistent with the most up-to-date budgets and plans that have been formally approved by the Board. The key assumptions used for the value-in-use calculations and associated sensitivities are set out in note to te 12 to these financial statements. SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Notes to consolidated financial statements . Segmental reporting3. Segmental reporting Additional information SSP operates in the food and beverage travel sector, mainly at airports and railway stations. Although the Group‘s operations are managed on a geographical basis, we provide additional information in relation to revenue, based on the type of travel locations as follows: Management monitors the performance and strategic priorities of the business from a geographic 2023 2022 perspective, and in this regard has identified the following four key ‘reportable segments’: North Turnover £m £m America, Continental Europe, UK and APAC & EEME. North America includes operations in the United Air 2,101.6 1,433.7 States, Canada and Bermuda; Continental Europe includes operations in the Nordic countries and in Rail 751.8 615.2 Western and Southern Europe; The UK includes operations in the United Kingdom and the Republic of Ireland; and APAC & EEME includes operations in Asia Pacific, India, Eastern Europe and the Middle Otherer¹ 156.3 136.5 East and South America. These segments comprise of countries which are at similar stages of 3,009.7 2,185.4 development and demonstrate similar economic characteristics. 1 The majority of Other turnover relates to revenue from motorway units. The Group‘s management assesses the performance of operating segments based on revenue and underlying operating profit. Interest income and expenditure are not allocated to segments, as they The following amounts are included in underlying operating profit or loss: are managed by a central treasury function, which oversees the debt and liquidity position of the North Continental APAC & Non- Group. The non-attributable segment comprises of costs associated with the Group‘s head office America Europe UK EEME attributable Total £m £m £m £m £m £m function and the depreciation of central assets. Revenue is measured in a manner consistent with that in the income statement. 2023 Depreciation and North Continental APAC & Non- America Europe UK EEME attributable Total amortisation (73.4) (136.7) (47.4) (44.8) (8.5) (310.8) £m £m £m £m £m £m 2022 2023 Depreciation and Revenue 668.8 1,136.7 773.6 430.6 – 3,009.7 amortisation (62.6) (123.7) (42.0) (40.3) (13.1) (281.7) Underlying operating profit/(loss) 68.2 51.9 66.1 71.0 (52.4) 204.8 A reconciliation of underlying operating profit/(loss) to loss before and aer tfter tax is provided as follows: Non-underlying items (note 6) (1.2) (19.3) (11.5) 1.2 (7.2) (38.0) 2023 2022 £m £m Operating profit/(loss) 67.0 32.6 54.6 72.2 (59.6) 166.8 Underlying operating profit 204.8 31.7 2022 Non-underlying operating (loss)/profit (note 6) (38.0) 59.8 Revenue 455.4 867.9 614.9 247.2 – 2,185.4 Share of profit from associates 0.5 6.6 Underlying operating Finance income 17.0 4.9 profit/(loss) 18.4 22.6 23.5 13.5 (46.3) 31.7 Finance expense (103.6) (86.4) Non-underlying items (note 6) (1.1) 59.4 4.2 1.1 (3.8) 59.8 Non-underlying finance income (note 6) 7.4 8.6 Operating profit/(loss) 17.3 82.0 27.7 14.6 (50.1) 91.5 Profit before tax 88.1 25.2 Taxation (32.0) (15.3) Disclosure in relation to net assets and liabilities for each reportable segment is not provided as these Profit after tax 56.1 9.9 are only reported on and reviewed by management in aggregate for the Group as a whole. The Group‘s customer base primarily represents individuals or groups of individuals travelling through airports and railway stations. It does not rely on a single major customer; therefore, additional segmental information by customer is not provided. SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Notes to Consolidated Financial Statements .4. Earnings/(loss) per share . Operati5. Operating costs Basic earnings/(loss) per share is calculated by dividing the result for the year attributable to ordinary 2023 2022 shareholders by the weighted average number of ordinary shares outstanding during the year. £m £m Cost of food and materials: Diluted earnings/(loss) per share is calculated by dividing the result for the year arttributable to ordinary Cost of inventories consumed in the period (836.6) (610.2) shareholders by the weighted average number of ordinary shares outstanding during the year adjusted by potentially dilutive outstanding share options. Labour cost: Underlying earnings per share is calculated the same way except that the result for the year Employee remuneration (918.4) (686.7) aattributable to ordinary shareholders is adjusted for specific items as detailed in the below table. Overheads: 2023 2022 £m £m Depreciation of property, plant and equipment¹ (106.6) (97.9) Profit/(loss) attributable to ordinary shareholders 8.1 (10.2) Depreciation of right-of-use assets (194.5) (170.0) Adjustments: Amortisation of intangible assets (9.7) (13.8) Non-underlying operating loss/(profit) (note 6) 38.0 (59.8) Non-underlying operating (loss)/profit (38.0) 59.8 Non-underlying share of loss of associate 6.7 – Derecognition of leases under IFRS 16 5.2 16.6 Non-underlying finance income (note 6) (7.4) (8.6) Rentals payable under leases (396.8) (299.3) Tax effect of adjustments 2.9 16.2 Other overheads (347.5) (292.4) Non-underlying loss attributable to non-controlling interest 1.3 1.5 (2,842.9) (2,093.9) Underlying profit/(loss) attributable to ordinary shareholders 49.6 (60.9) 1 Capped to the life of the related unit lease where relevant. Basic weighted average number of shares 796,439,158 796,050,446 Dilutive potential ordinary shares 9,533,231 – The Group’s rentals payable consist of fixed and variable elements depending on the nature of Diluted weighted average number of shares 805,972,389 796,050,446 the contract and the levels of revenue earned from the respective sites. . £386.m (.0m (2022: : £28.4.4m) Earnings per share (pence): of the expense relates to variable elements, and the remaining g £.10.8m (m (2022: : £.14.9m) is rent from short-term leases. These payments are not capitalised under IFRS .S 16. – Basic 1.0 (1.3) – Diluted 1.0 (1.3) Non-underlying items within operating costs are detailed in note ote 6. Underlying earnings per share (pence): – Basic 6.2 (7.7) Auditor‘s remuneration: – Diluted 6.2 (7.7) 2023 2022 £m £m The number of ordinary shares in issue as at t 3 Sep0 September r 202 wa3 was s 796,,52,9,1 (96 (202: 2: 796,,,113,1)96) Audit of these financial statements 0.8 0.6 which excludes treasury shares. The Company also holds olds 2,63,49 tre9 treasury shares (s (2022: : 26,).3,499). Audit of financial statements of subsidiaries pursuant to legislation 1.8 1.6 Audit-related services 0.1 0.1 Potential ordinary shares can only be treated as dilutive when their conversion to ordinary shares Other assurance services 0.1 0.1 would decrease earnings per share or increase loss per share. As the Group has recognised a loss 2.8 2.4 for the prior period, none of the potential ordinary shares were considered to be dilutive. Amounts paid to the Company‘s auditor and its associates in respect of services to the Company, other than the audit of the Company‘s financial statements, have not been disclosed as the information is required to be disclosed on a consolidated basis. SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Notes to consolidated financial statements . Non-underlying items6. Non-underlying items Impairment of goodwill The Group tests annually for impairment, or more frequently if there are indicators that goodwill Total Total non-underlying non-underlying might be impaired. Following the test, the goodwill impairment of t of £12.m (5m (2022: : £nil) was identified items items in relation to Rail Gourmet UK. Further information is provided in note ote 12. 2023 2022 £m £m Impairment of property, plant and equipment and right-of-use assets Operating costs The Group has carried impairment reviews where indications of impairment have been identified. Impairment of goodwill (12.5) – These impairment reviews compared the value-in-use of individual sites, based on management’s Impairment of property, plant and equipment (2.4) (12.1) current assumptions regarding future trading performance to the carrying values of the associated Impairment of right-of-use assets (3.2) (6.1) assets. Following this review, a charge of .f £5.6m has been recognised, which includes a net impairment of right-of-use assets of f £.3.m2m. Further detail is provided in note .ote 11. Non-cash change in lease liabilities – 23.0 Site exit costs (8.6) (2.9) Site exit costs Debt amendment expenditure – (1.3) The Group has recognised a charge of f £.m r8.6m relating to site exits and redundancies carried out Other non-underlying costs (9.3) (2.3) across the Group during the year, principally reflecting the planned exit from our motorway service Contractual settlements costs (4.7) – area business in Germany. Derecognition of leases under IFRS 16 2.7 61.5 Other non-underlying costs Non-underlying operating (loss)/profit (38.0) 59.8 In the current year these items, primarily relating to transaction costs and other legal fees, Share of profit from associates amounted to d to £.9.3m (m (2022: : £2..3m). Impairment of associate (6.7) – Contractual selementstual settlements Finance expenses During the year the group negotiated contractual seettlements in respect of the Covid- peri-19 period Effective interest rate adjustments 5.1 11.7 which resulted in a net charge of e of £4..7m. Net gains/(losses) on refinancing 2.3 (3.1) Non-underlying finance income 7.4 8.6 Derecognition of lease under IFRS ease under IFRS 16 Gain on de-recognition of leases: as a consequence of certain contract terminations Taxation (FYY2: m2: modifications) the leases have been derecognised in the period, resulting in a gain Tax charge on non-underlying items (2.9) (16.2) of of £2.m (.7m (202: 2: £6.m).1.5m). Total non-underlying items (40.2) 52.2 Finance expenses The Group’s debt refinancing was judged to be a substantial modifications under IFRS . As a rS 9. As a result a one-off gain of f £2..3m was recognised in the income statement (nt (202: 2: £3.m loss r1m loss resulting from a non-substantial modification). The overall credit of f £7.m co.4m comprises of the e £2..3m debt modification credit plus the unwind of similar adjustments from prior years (.m).s (£5.1m). Further details are provided in note .te 19. SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Notes to consolidated financial statements 7. Staff numbers and costs . F8. Finance income and expense The average number of persons employed by the Group (including Directors) during the year, analysed 2023 2022 by category, was as follows: £m £m 2023 2022 Finance income: Number of Number of Interest income 11.5 3.9 employees employees Other net foreign exchange gains 5.0 – Operations 33,822 26,704 Other 0.5 1.0 Sales and marketing 420 124 Administration 2,701 2,220 Total finance income 17.0 4.9 36,943 29,048 Finance expense: Total interest expense on financial liabilities measured at amortised costost¹ (49.8) (45.4) The increase in the average number of employees year-on-year reflects the combination of factors Lease interest expense (53.1) (37.9) such as continued rebuilding of the workforce in the reopened units since the Group’s restructuring Debt refinancing/modification gain/(loss)loss)² 2.3 (3.1) Covid- pr19 programme and the mobilisation of resources for new business wins. Effective interest rate adjustments ts ² 5.1 13.7 Net change in fair value of cash flow hedges utilised in the year – (1.4) The aggregate payroll costs of the Group were as follows: Unwind of discount on provisions (0.9) (0.3) 2023 2022 Net interest expense on defined benefit pension obligations 0.2 (0.1) £m £m Other net foreign exchange losses – (3.3) Wages and salaries (789.9) (591.4) Total finance expense (96.2) (77.8) Social security costs (105.4) (78.2) Other pension costs (17.0) (12.6) 1 Total interest expense on financial liabilities measured at amortised cost includes a one-off retrospective interest charge on the US Private Share-based payments (note 25) (6.1) (4.5) Placement notes of £.m, which1.2m, which has been included in non-underlying items. 2 The amounts comprise the total amount of debt refinancing and effective interest rate gain of n of £12..0m (non-cash movement) neetted for the (918.4) (686.7) refinancing fee of .f £4.6m paid. Non-underlying items within finance income and expense are detailed in note .te 6. 9. Taxation 2023 2022 £m £m Current tax (expense)/credit: Current year (22.0) (13.1) Adjustments for prior years (1.1) 1.5 (23.1) (11.6) Deferred tax (expense)/credit: Origination and reversal of temporary differences (16.3) (5.8) Recognition of deferred tax assets not previously recognised 5.9 2.7 Adjustments for prior years 1.5 (0.6) (8.9) (3.7) Total tax expense (32.0) (15.3) Effective tax rate 36.3% 60.7% SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Notes to consolidated financial statements . T9. Taxation continued . P11. Property, plant and equipment Reconciliation of effective tax rate Land, buildings Equipment, The tax expense for the year is different to the standard rate of corporation tax in the UK of K of 22% and leasehold fixtures and ((2022: .) app: 19.0%) applied to the profit before tax for the year. The differences are explained below: improvements fittings Total £m £m £m 2023 2022 Cost £m £m At 1 October 2021 297.5 891.4 1,188.9 Profit before tax 88.1 25.2 Additions 18.0 128.0 146.0 Tax charge using the UK corporation tax rate of 22% (2022: 19.0%) (19.4) (4.8 ) Disposals (4.4) (48.9) (53.3) Losses on which no deferred tax was recognised (13.0) (15.6 ) Reclassifications¹ 18.3 (18.3) – Secondary irrecoverable taxes (4.2) (1.7 ) Effects of movements in foreign exchange 49.8 45.1 94.9 Change in tax rates (3.2) – Other movementsOther movements² – 4.0 4.0 Non-deductible goodwill impairment (2.8) – At 30 September 2022 379.2 1,001.3 1,380.5 Non-deductible expenses (1.4) (2.1 ) Additions 37.9 182.0 219.9 Temporary differences on which no deferred tax was recognised (1.2) 0.3 Acquisitions 21.5 4.4 25.9 Adjustments for prior years 0.4 0.9 Disposals (7.8) (111.8) (119.6) Effect of rates in foreign jurisdictions 1.6 0.2 1 Reclassifications¹ 11.6 (11.6) – Tax impact of share of profits of non-wholly owned subsidiaries 5.3 4.8 Effects of movements in foreign exchange (28.6) (40.6) (69.2) Recognition of deferred tax assets not previously recognised 5.9 2.7 Other movementsOther movements² – 7.4 7.4 Total tax expense (32.0) (15.3 ) At 30 September 2023 413.8 1,031.1 1,444.9 1 This relates to the fact that certain subsidiaries in the US are not wholly-owned and whose profits or losses are taxed at the level of the subsidiaries’ shareholders. Therefore the Group is not subject to tax on the profits or losses attributable to its non-controlling interests. Depreciation At 1 October 2021 (188.6) (611.6) (800.2) The Group‘s tax rate is sensitive to the geographic mix of profits and losses and reflects a combinatio n Charge for the year (31.7) (66.2) (97.9) of higher rates in certain jurisdictions, as well as the impact of losses in some countries for which no Impairments (1.3) (10.8) (12.1) deferred tax asset is recognised. Disposals 4.2 47.1 51.3 Factors that may affect future tax charges Effects of movement in foreign exchange (30.2) (22.1) (52.3) The Group expects the tax rate in the future to continue to be affected by the geographical mix At 30 September 2022 (247.6) (663.6) (911.2) of profits and the different tax rates that will apply to those profits, as well as the Group’s ability Charge for the year (32.9) (73.7) (106.6) to recognise deferred tax assets on losses in certain jurisdictions. Impairments – (2.4) (2.4) Disposals 8.2 111.2 119.4 Following legislation enacted during ing 202, th1, the main rate of corporation tax in the UK increased from to 19% to 2 wi5% with effect from Apm 1 April ril 2023. Effects of movement in foreign exchange 19.4 23.4 42.8 At 30 September 2023 (252.9) (605.1) (858.0) In June ne 2 F023 Finance Act (No.) 2) 202 wa3 was substantively enacted in the UK, introducing a global Net book value minimum effective tax rate of in lite of 15% in line with the OECD Pillar Two model rules. The legislation implements a domestic top-up tax and a multinational top-up tax, effective for periods starting on or At 30 September 2023 160.9 426.0 586.9 aafter er 3 Dece1 December er 2023. The Group’s first accounting period to which these rules will apply is the year At 30 September 2022 131.6 337.7 469.3 ended ded 3 Se0 September er 2. T025. The Group is currently evaluating the impact of the new rules but do not expect them to have a material impact on the Group’s operations or results. 1 Reclassifications arise from costs capitalised as work in progress assets that are initially allocated to equipment, fixtures and fittings and subsequently on completion of the assets are reallocated to the correct classification. 2 Included in other movements is s is £7.m (.4m (2022: .: £4.0m) in respect of increases to the restoration costs provision (see note te 2).3). . Divide10. Dividends In line with the Group’s stated priorities for the uses of cash and aer cfter careful review of its medium-term investment requirements, the Board is proposing a final dividend of d of 2. p.5 pence per share (e (2022: nil). SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Notes to consolidated financial statements . P11. Property, plant and equipment continued 1. Goodwil2. Goodwill and intangible assets Impairment of property, plant and equipment and right-of-use assets Indefinite life Definite life The Group tests assets for impairment when an impairment trigger is identified. The assessments intangible intangible triggered by specific factors in each country were undertaken at year end and as a result the Goodwill assets assets Software Total £m £m £m £m £m cumulative net impairment charges of f £.m (2.4m (202: 2: £12.m) to pro1m) to property, plant and equipment and net Cost £.3.m (2m (202: 2: £.m6.1m) to right-of-use assets were recorded during the year. The impairments primarily relate to units which the Group has made the decision to exit. At 30 September 2021 640.1 58.0 68.2 107.8 874.1 Additions – – – 13.6 13.6 The Group has identified each operating site, such as an airport or rail station, as a cash-generating Business acquisitions 0.8 – – – 0.8 unit (CGU) for the purpose of the impairment review, on the basis that within one site the units are Disposals – – – (0.7) (0.7) interdependent because the market dynamics (and thus cash inflows and outflows) in one unit could impact other units. Reclassifications – – – (0.5) (0.5) Effects of movement in foreign exchange 17.5 – 0.6 6.3 24.4 The recoverable amount of a CGU is determined from value-in-use calculations. The key assumptions At 30 September 2022 658.4 58.0 68.8 126.5 911.7 for these calculations are discount rates and cash flow forecasts. The cash flow forecast period is based Additions – – – 22.6 22.6 on length of the lease term of contracts held within a site. The values applied to the key assumptions Business acquisitionsons¹ 2.6 – – – 2.6 in the value-in-use calculations are derived from a combination of internal and external factors, based on past experience together with management‘s future expectations about business performance. Disposals – – – (12.2) (12.2) The pre-tax discount rates used reflect the time value of money and are based on the Group‘s weighted Reclassifications – – – – – average cost of capital, adjusted for specific risks relating to the country in which the CGU operates. Effect of movements in foreign exchange (26.5 ) – (0.4) 1.7 (25.2) Inputs into the discount rate calculation include a country risk-free rate and inflation differential to At 30 September 2023 634.5 58.0 68.4 138.6 899.5 the UK, country risk premium, market risk premium and company specific premium. Amortisation At 30 September 2021 (57.6 ) – (63.3) (69.1) (190.0) Charge for the year – – (1.0) (12.8) (13.8) I mpairments – – – – – Disposals – – – 0.4 0.4 Effect of movements in foreign exchange (2.8 ) – (0.3) (3.5) (6.6) At 30 September 2022 (60.4 ) – (64.6) (85.0) (210.0) Charge for the year – – (0.9) (8.8) (9.7) I mpairments (12.5 ) – – – (12.5) Disposals – – – 11.4 11.4 Effect of movements in foreign exchange 0.5 – 0.2 1.7 2.4 At 30 September 2023 (72.4 ) – (65.3) (80.7) (218.4) Net book value At 30 September 2023 562.1 58.0 3.1 57.9 681.1 At 30 September 2022 598.0 58.0 4.2 41.5 701.7 1 The amount of goodwill from business acquisitions during the year includes goodwill of f £.m in r1.1m in relation to Midfield Concessions (note ) ae 31) and £.1.m in r5m in relation to other acquisitions. SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Notes to consolidated financial statements . G12. Goodwill and intangible assets continued The recoverable amounts of a group of CGUs (i.e. a country) have been determined based on value-in- Indefinite life intangibles comprises of SSP’s brands, which are protected by trademarks and for whic h use calculations. These calculations require the use of estimates and assumptions consistent with the there is no foreseeable limit to the period over which they are expected to generate net cash inflows. most up-to-date budgets (the Group‘s Medium Term Plan) and plans that have been formally approved These are considered to have an indefinite life, given the strength and durability of these brands and by the Board. the level of marketing support provided. The nature of the food and beverage industry is that obsolescence is not a common issue, with our major brands being originally created over d over 2 yea0 years ago. The key assumptions for these calculations are shown below: 2023 2022 Goodwill and indefinite life intangible assets are allocated to groups of cash-generating units (CGUs). Terminal Discount Terminal Discount Details of goodwill and indefinite life intangible assets allocated to groups of CGUs are provided in the growth rate rate growth rate rate table below: North America 2.7% 11.7% 2.0% 12.5% Indefinite life Continental Europe 2.1-2.3% 11.3-15.6% 2.0-3.0% 9.8-16.1% Goodwill intangible assets UK & Ireland 2.1% 13.1% 2.0% 12.6% 2023 2022 2023 2022 £m £m £m £m Rest of the World 2.0-6.0% 11.5-33.9% 2.0-6.0% 9.1-20.1% UK & Ireland 104.9 104.1 55.5 55.5 Rail Gourmet UK 13.1 25.6 – – The values applied to the key assumptions in the value-in-use calculations are derived from a North America 17.7 17.3 – – combination of internal and external factors, based on past experience together with management‘s future expectations about business performance. The terminal growth rates are based on published France 61.9 62.7 2.5 2.5 economic statistical research for r 202. T8. The discount rates (pre-tax) reflect the time value of money Belgium 8.8 8.8 – – and are based on the Group‘s weighted average cost of capital, adjusted for specific risks relating to Spain 46.1 46.7 – – the country which represents a group of CGUs. Inputs into the discount rate calculation include a Germany 32.2 32.6 – – country risk-free rate and inflation differential to the UK, country risk premium, market risk premium Switzerland 26.9 27.3 – – and company specific premium. Finland 21.2 21.5 – – Sensitivity analysis Norway 69.8 74.9 – – Whilst management believes the assumptions are realistic, it is possible that additional impairments Sweden 44.5 47.8 – – would be identified if any of the above sensitivities were changed significantly. A sensitivity analysis Denmark 24.3 24.6 – – has been performed on each of these key assumptions with the other variables held constant. An Greece 4.7 4.8 – – increase in the discount rate by wote by 1% would result in additional impairments of f £.m1.5m, a reduction in the terminal growth rate by wate by 1% would result in additional impairments of .f £0.m5m. The reduction in EBITDA Egypt 8.0 13.8 – – on a pre-IFRS bS 16 basis of in ef 10% in each forecast year would result in additional impairments of f £.2. m.8 m. Hungary 1.0 0.9 – – Australia 9.7 10.6 – – Hong Kong 28.9 31.5 – – China 0.6 0.7 – – Thailand 11.0 11.6 – – India 26.8 30.2 – – 562.1 598.0 58.0 58.0 The Group tests annually for impairment, or more frequently if there are indicators that goodwill might be impaired. Following the test, the goodwill impairment of t of £12.m (5m (2022: : £nil) was identified in relation to Rail Gourmet UK within the UK segment due to a contract loss. The recoverable amount of of £.m as a13.1m as at St 30 September ber 202 was b3 was based on value-in-use and was determined at the level of the CGU. The pre-tax discount rate applied to cash flow projections is .s 13.1 (% (2022: .: 12.6).%). SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Notes to consolidated financial statements . Ri13. Right-of-use assets .14. Investments in associates The Group uses the equity accounting method to account for its associates, the carrying value of which Land, buildings and Equipment, was was £.16.m as a2m as at t 3 Sep0 September r 202 (3 (2022: : £17..0m). The following table summarises the movement Concessions leasehold fixtures in investments in associates during the year: contracts improvements and fittings Total £m £m £m £m 2023 2022 £m £m At 1 October 2021 976.3 26.0 0.6 1,002.9 At the beginning of the year 17.0 12.0 Additions 110.4 7.1 – 117.5 Additions 8.0 – Depreciation charge in the period (163.3) (6.3) (0.4) (170.0 ) Share of profits for the year 7.2 6.6 Remeasurement adjustments (254.2) (2.3) – (256.5 ) Dividends received (7.3) (4.3) Impairments (6.1) – – (6.1 ) Currency adjustment (1.7) 2.2 Currency translation 46.3 2.2 – 48.5 Impairment (6.7) – At 30 September 2022 709.4 26.7 0.2 736.3 Otherer¹ (0.3) 0.5 Additions 403.5 4.1 2.8 410.4 At the end of the year 16.2 17.0 Acquisition 34.5 – – 34.5 Depreciation charge in the period (185.2) (7.7) (1.6) (194.5 ) 1 The carrying amount of Cyprus Airports (F&B) Limited (ed (49..9) a8%) as at s at 3 S0 September er 202 is 3 is £nil (il (2022: n: £nil) due to historically unrecognised accumulated losses. In . In 202, Cyp3, Cyprus Airports (F&B) Limited generated profits exceeding the accumulated losses brought forward and the Group Remeasurement adjustments (19.3) 1.8 – (17.5 ) recognised its share amounting to g to £2.m.7m. Cyprus Airports (F&B) Limited also paid out dividends in the amount of t of £2..4m. Impairments (3.2) – – (3.2 ) Currency translation (33.1) (1.4) – (34.5 ) In In 2023, the Group invested d £7.m in it.7m in its French associate undertaking, Epigo SAS. However, as at the date of this investment there were unrecognised losses from Epigo SAS, and therefore the impairment At 30 September 2023 906.6 23.5 1.4 931.5 of of £6.m was rec.7m was recorded as at St 30 September r 202. Th3. The Group also invested .ed £0.m i3m in the newly established GMR Hospitality Limited (India) during the year. Impairment of right-of-use assets and sensitivity analysis Details of the impairment methodology and sensitivity analysis for right-of-use assets are provided The financial information of the Group‘s associates included in their own financial statements required in note .ote 11. by IFRS ‘S 12 ‘Disclosure of Interests in Other Entities‘ has not been presented as all the Group‘s associates are immaterial individually. Details of the Group‘s interests in associates are shown in note .te 42. SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Notes to consolidated financial statements . Def15. Deferred tax assets and liabilities Unrecognised deferred tax assets and liabilities Recognised deferred tax assets and liabilities Unrecognised deferred tax assets and liabilities in these financial statements are aributable attributable Deferred tax assets and liabilities are arttributable to the following: to the following: Assets Liabilities Gross value of 2023 2022 2023 2022 temporary differences Assets Liabilities £m £m £m £m 2023 2022 2023 2022 2023 2022 £m £m £m £m £m £m Intangible assets 0.8 0.7 (12.8) (9.4) Property, plant Property, plant and equipment 9.7 11.3 – – and equipment 8.6 7.5 1.9 1.5 – – Provisions 6.1 2.7 – – Tax losses 696.1 726.8 182.2 177.5 – – Tax losses carried forward 44.6 44.9 – – Provisions and other Surplus interest expense carried forward 17.0 20.4 – temporary differences 91.0 98.0 28.8 29.2 – – Pensions 0.5 0.2 (1.2) – 795.7 832.3 212.9 208.2 – – ROU assets and lease liabilities 11.4 8.6 (1.5) – Other 5.1 3.4 (8.5) (0.7) The above deferred tax assets have not been recognised, either because of uncertainty over Deferred tax assets/(liabilities) 95.2 92.2 (24.0) (10.1) the future ability of the relevant companies within the Group to which the deferred tax assets relate Set-off (4.2) (3.2) 4.2 3.2 to generate taxable profits against which to offset them, or because the deferred tax assets relate to tax losses which are subject to restrictions on use or forfeiture due, for example, to time restrictions Deferred tax assets/(liabilities) 91.0 89.0 (19.8) (6.9) or change in ownership rules. Of the total unprovided deferred tax on tax losses, , £.m of t12.1m of this ((2022: : £12.m.1m) will expire at various dates between and n 2024 and 202.8. Deferred tax assets are reviewed at each reporting date, taking into account the future expected profit profile and business model of each relevant company or country, evidence of historic taxable The largest proportion of the unrecognised deferred tax assets relates to carried forward losses in profits and any potential legislative restrictions on use. In considering their recoverability, the Group overseas territories, principally the US, France and Germany, where there is a history of losses for tax assesses the likelihood of their being recovered within a reasonably foreseeable timeframe, being purposes and where the use of those losses is not considered probable in the near future. typically a minimum of five years, and using the Group’s Medium-Term Plan, consistent with the basis used for the viability assessment and for impairment testing. There are unremied etted earnings in overseas subsidiaries of ies of £3.m (5.0m (2022: : £37..0m) which would be subject to additional tax of f £3.m (.5m (202: 2: £3.m) if t.6m) if the Group chooses to remit those profits back to Movement in net deferred tax during the year: the UK. No deferred tax liability has been provided on these earnings because the Group is in a position to control the reversal of the temporary differences and it is probable that such differences will not Recognised 30 September in income Recognised Currency 30 September reverse in the foreseeable future. 2022 statement in reserves adjustment 2023 £m £m £m £m £m As stated at note , lete 9, legislation introducing the OECD’s Pillar Two model rules into UK law was enacted Intangible assets (8.7) (3.5) – 0.2 (12.0) during the year with the effect that a global minimum tax rate of will ae of 15% will apply to accounting periods Property, plant and equipment 11.3 (1.3) – (0.3) 9.7 beginning on or ar after er 3 Dece1 December er 2023. Provisions 2.7 3.4 – – 6.1 The Group is evaluating the impact of the new rules on its future financial performance and has Tax losses carried forward 44.9 1.3 (1.1) (0.5) 44.6 necessarily applied the mandatory temporary exception issued by the IASB in May ay 202 f3 from the Surplus interest expense carried accounting requirements for deferred tax in IAS IS 12 Income Taxes. Accordingly, the Group neither forward 20.4 (3.3) – (0.1) 17.0 recognises nor discloses information about deferred tax assets and liabilities related to Pillar Two Pensions 0.2 (1.0) 1.0 (0.9) (0.7) income taxes. ROU assets and lease liabilities 8.6 1.3 – – 9.9 Other 2.7 (5.8) – (0.3) (3.4) 82.1 (8.9) (0.1) (1.9) 71.2 SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Notes to consolidated financial statements . Inv16. Inventories 19. Short-term and long-term borrowings 2023 2022 2023 2022 £m £m £m £m Food and beverages 36.4 30.5 Current liabilities Other 6.0 6.5 Bank loans (12.6) (46.2) 42.4 37.0 US Private Placement notes – (22.6) (12.6) (68.8) 17. Trade and other receivables Non-current liabilities 2023 2022 Bank loans (334.4) (409.0) £m £m US Private Placement notes (348.4) (362.1) Trade receivables 45.0 32.2 (682.8) (771.1) Other receivables¹ 146.8 154.5 Prepayments 33.5 11.9 R2023 Refinancing Accrued income 14.5 28.9 In July y 202, t3, the Group successfully refinanced its Senior Facilities, replacing the existing Senior Bank 239.8 227.5 Facilities maturing Janing 15 January y 20 w25 with new ew £60m S0m Senior Facilities comprising sing £300m of drawn Term Loans, split equally between GBP and EUR, and a d a £30m u0m undrawn multi-currency Revolving Of which: Credit Facility. The new facilities agreement has an initial term of ym of 4 years, to Jul, to 12 July y 202 plus a 7 plus a 1-year Non-current (other receivables) 81.2 85.5 optional extension subject to agreement by the parties. Current 158.6 142.0 As a result of the refinancing, the existing Senior Bank Facilities were derecognised and the 1 Other receivables include long-term security deposits of f £4.8.0m (m (2022: .: £45.9m) relating to some of the Group’s concession agreements, sales ta x refinancing was treated as a substantial modification of the Group’s existing debt agreement as the receivable of e of £16.m (.4m (202: 2: £1.1.9m), purchasing income of e of £15.m (.1m (202: 2: £18..9m) and d £20..8m (m (2022: : £28..5m) due from non-controlling interest equity shareholders in certain of the Group’s US subsidiaries which relate to capital contributions owed in return for their equity stakes. These new Senior Bank Facilities are on substantially different terms. As a result, all remaining unamortised contributions are used towards unit fixed asset buildouts and are received in accordance with the cash requirements of the subsidiary. Capital arranged fees and debt modification adjustments from existing Senior Bank Facilities were contributions owed by the Group company which is the immediate parent of these subsidiaries are eliminated on consolidation. recognised in the statement of profit or loss as a one-off gain of in of £2.m3m. The value of contract assets was not material at the reporting date. Bank loans held through the Group’s UK subsidiary SSP Financing Limited As at s at 3 Sep0 September r 202, t3, the Group had Term Loan borrowings of s of £30.2.m w2m which currently mature . C18. Cash and cash equivalents on Juon 12 July ly 2 a027 and accrue cash-pay interest at the relevant benchmark rate plus a margin, which was 2023 2022 .2. pe5% per annum as at St 30 September er 2023. £m £m Cash at bank and in hand 247.6 401.9 As at s at 3 Sep0 September r 202, t3, the Group’s up’s £30m Re0m Revolving Credit Facility remained undrawn. Cash equivalents 55.7 141.7 This is £300m commimitted facility currently matures on Jus on 12 July ly 2027. When drawn, this facility accrues cash-pay interest at the relevant benchmark rate plus a margin, which was h was 2. p25% per annum as at 303.3 543.6 S30 September ber 202. A co3. A commitment and utilisation fee also applies to this facility. Under its facilities agreements, the Group must comply with two key financial covenants on an ongoing basis: Net Debt Cover, being the ratio of Net Debt to EBITDA; and Interest Cover, being the ratio of EBITDA to Interest Expense, EBITDA being on an adjusted underlying pre-IFRS baS 16 basis. These covenants are tested biannually. Bank loans are shown net of unamortised arrangement fees totalling nig £nil as at l as at 3 Se0 September er 2023 ((2022: : £2.m)..5m). SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Notes to consolidated financial statements 19. Short-term and long-term borrowings continued . T20. Trade and other payables Bank loans – held through subsidiaries in France and India 2023 2022 A number of the Group’s subsidiaries, in France and India have local facilities. These are summarised £m £m as follows: Trade payables (116.5) (93.0) Other payables¹ (194.3) (185.6) France As at s at 3 Sep0 September r 202, a n3, a number of subsidiaries in France had total outstanding borrowings of Other taxation and social security (30.0) (30.8) EUR .R 40.2m (m (£3.4.8m) (m) (2022: EUR : EUR 5.1.9m or m or £45.m). T.6m). The part of this debt (bt (£.13.6m) with the interest Accruals (398.2) (407.8) of of 2..14 p% per annum is subject to monthly repayments maturing in March h 202. Th6. The remaining part Deferred income (3.4) (3.5) ((£2.1.2m) with the interest at t at 2. pe.18% per annum is repaid quarterly maturing in December er 2027. (742.4) (720.7) Other borrowings 1 Including non-current payables amounting to ng to £ 1..3m (m (2022: : £.1.4m). As at s at 3 Sep0 September r 202, t3, the Group’s Indian subsidiaries had borrowings of s of £.1.6m and loans previously held by SPP Spain had been repaid during the year. Other payables include capital creditors of s of £1.1.8m (m (2022: : £12..8m), accrued holiday pay of ay of £2.9.m2m (2022: : £24.m), e5m), employee related costs of f £9.4.8m (m (2022: : £8.m) and s9.4m) and sales tax of f £28.m.6m US Private Placement (USPP) notes (2022: : £2.1.8m). As at s at 3 Sep0 September r 202, t3, the Group had US Private Placement (‘USPP’) notes totalling ling £34.m.6.1m. USPP notes are shown net of unamortised arrangement fees, totalling .g £0.m a2m as at s at 3 Se0 September The value of contract liabilities was not material at the reporting date. 202 (3 (2022: : £2.m)..4m). . L21. Lease liabilities In addition to the coupon detailed below, an additional credit rating fee continues to be applicable 2023 2022 until such time as the Group regains its investment grade rating. The separate variable fee ( ase (1% as £m £m at at 3 Se0 September er 20) i22) is no longer being charged as a result of the Group exiting the waiver period Beginning of the period (854.6) (1,172.8) in May y 202.3. Additions (410.7) (117.5) The credit rating fee was ae was 1% as at s at 3 Sep0 September r 202 (3 (. as a1.5% as at St 30 September r 202).2). Acquisitions (23.3) – Interest charge in the period (53.1) (37.4) The following notes were drawn as at St 30 September ber 202:3: Payment of lease liabilities 250.6 174.9 Amount in Remeasurement adjustments 26.4 353.4 Drawn Currency currency Coupon Maturity Currency translation 36.0 (55.2) Oct 2018 USD 39,106,000 4.35% Oct 2025 At 30 September (1,028.7) (854.6) Oct 2018 GBP 21,000,000 2.85% Oct 2025 Of which are: Jul 2019 USD 64,652,400 4.06% Jul 2026 Current lease liabilities (252.3) (216.5) Oct 2018 USD 38,986,800 4.50% Oct 2028 Non-current lease liabilities (776.4) (638.1) Oct 2018 GBP 20,404,000 3.06% Oct 2028 At 30 September (1,028.7) (854.6) Oct 2018 USD 39,165,600 4.60% Oct 2030 Jul 2019 EUR 56,741,800 2.11% Jul 2031 Dec 2019 USD 65,129,200 4.25% Dec 2027 Dec 2019 USD 64,652,400 4.35% Dec 2029 SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Notes to consolidated financial statements . L21. Lease liabilities continued . Post-emplo22. Post-employment benefit obligations There have been no deferred fixed rent payments in the current year (ear (202: 2: £nil). Group The Group operates a number of post-employment benefit schemes including both defined Other information relating to leases contribution and defined benefit schemes. In respect of the defined contribution schemes, amounts Note pte 28 presents a maturity analysis of the undiscounted payments due over the remaining lease paid during the year were r were £.m (16.6m (2022: : £.11.9m) across the Group. There are no contributions term for these liabilities. outstanding at the balance sheet date. The principal defined contribution scheme is called the ‘SSP Group Pension Scheme’. The total cash outflow for leases in the year was s £645..3m (m (2022: : £46.3.9m), with th £2.50.6m ((2022: : £17.4.9m) being the payment of lease liabilities. The remaining rent payments are not The Group operates a combination of funded and unfunded defined benefit schemes across Europe, capitalised under IFRS , wS 16, with h £.10.8m (m (2022: : £.14.9m) relating to short-term leases and nd £38.6.0m the respective net plan liabilities of which are presented below: ((2022: : £2.m) to va84.4m) to variable leases. There was an immaterial cash outflow for low-value leases. 2023 2022 £m £m The Group received an immaterial amount of income from subleasing right-of-use assets during Funded schemes (see (a) below)s (see (a) below)¹ 0.5 4.0 the year. Unfunded schemes (see (b) below) (9.7) (9.8) The following table summarises the impact that a reasonable possible change in incremental (9.2) (5.8 ) borrowing rate (‘IBR’) would have had on the lease liability additions and modifications recognised 1 The presentation of the comparative balance (FYY2) w2) was updated to show the net asset balance rather than liability only (pensions liabilities: s: £1m; during the year: pensions assets: m).ssets: £5m). Increase/(decrease) in lease liability recognised These defined benefit plans expose the Group to actuarial risks, such as longevity risk, currency risk, £m interest rate risk and market (investment) risk. The plans are administered by pension funds that are Increase in IBR of 1% (26.4) legally separate from the Group and are required to act in the best interests of the plan participants. Decrease in IBR of 1% 28.7 The Group expects to pay y £.m in con1.1m in contributions to its defined benefit plans in s in 2023. As at S30 September ber 202, t3, the weighted average duration of the defined benefit obligation was . yearn was 14.4 years ((2022: . ye: 15.3 years). Information disclosed below is aggregated by funded and unfunded schemes. SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Notes to consolidated financial statements . Post-emplo22. Post-employment benefit obligations continued At the balance sheet date, scheme members were assumed to have the following life expectancies (a) Funded schemes at age :ge 65: The Group operates funded schemes in the UK and Norway. In the UK, the Group participates in the 2023 2022 Railways Pension Scheme (RPS) via the Rail Gourmet UK Limited Shared Cost Section (RG section), Male pensioner now aged 65 20.9 20.9 which is a final salary scheme and provides benefits linked to salary at retirement or earlier date of leaving service. The RG section covers permanent managerial, administrative and operational staff Female pensioner now aged 65 22.9 23.0 of Rail Gourmet UK Limited and is closed to new entrants. Male pensioner now aged 45 23.5 23.5 Female pensioner now aged 45 26.8 26.8 The RG scheme was subject to its last full actuarial valuation by a qualified actuary as at Dt 31 December 20. The19. These results have been used by a qualified independent actuary in the valuation of the scheme Sensitivity analysis as at St 30 September er 202 for t2 for the purposes of IAS ‘ES 19 ‘Employee Benefits’. Changes at the reporting date to one of the relevant actuarial assumptions by .s by 1.0%, holding other assumptions constant, would have affected the defined benefit obligation by the amounts shown below: The Rail Gourmet UK Limited Shared Cost Section of the Railways Pension Scheme (the RG scheme) is part way through a full actuarial valuation by a qualified actuary as at Dt 31 December r 2022. The initial Defined benefit obligation results from the valuation have been used by a qualified independent actuary in the valuation of the Increase Decrease As at 30 September 2023 £m £m scheme as at St 30 September ber 2 f023 for the purposes of IAS ‘EmS 19 ‘Employee Benefits’. Discount rate applied to scheme liabilities 3.3 (4.0) From JFrom 1 July uly 202, as ag1, as agreed with the Trustees as part of the e 20 V19 Valuation, the employing company Rate of increase in salaries (1.1) 1.0 contributions decreased to .o 20.40 (wit% (with members paying .g 13.60) of Sec%) of Section Pay. In . In 202, it w1, it was Rate of increase in pensions in payment (0.6) 0.5 agreed with the Trustees of the Railways Pension Scheme that, from Dem 1 December ber 202 un1 until Mtil 1 May Inflation assumption (1.7) 1.9 2022, the employing company contributions would be ld be 2.3.8 of S% of Section Pay (with members paying 1.0.8). Fr0%). From May om 1 May 2022, the employing company contributions were set at t 22. of S.10% of Section Pay Mortality rates (change of 1 year) (0.8) 0.8 (with members paying .g 12.2).%). Although the analysis does not take account of the full distribution of cash flows expected under The actuarial valuation as at n as at 3 De1 December r 202 is s2 is still in progress and once this is finalised a revised the plans, it does provide an approximation of the sensitivity. Schedule of Contributions will be agreed between the Trustee and the Company. The statutory deadline for the completion of the actuarial valuation is n is 3 Mar1 March ch 202.4. The major categories of assets in the funded schemes and their percentage of the total scheme assets were: The initial results of the triennial funding valuation of the RG scheme, as at , as at 3 De1 December ber 2022, showed 2023 2022 a funding level of vel of 1.16.8 on a ba% on a basis consistent with the results agreed for the e 20 valu19 valuation. Also, the Trustees are currently consulting with Employers on the methodology and assumptions that will be Equities, of which: 25.9% 43.8% used for the valuation as required under the Rules and statutory scheme funding legislation. – actively traded 15.1% 14.2% Property and infrastructure 23.7% 26.0% Major assumptions used in the valuation of the funded schemes on a weighted average basis are set Fixed interest investments 49.3% 29.1% out below: Cash 1.1% 1.1% 2023 2022 Total assets related to: Discount rate applied to scheme liabilities 5.2% 5.0% – RG scheme 84.9% 85.8% Rate of increase in salaries 3.6% 3.6% – Norway 15.1% 14.2% Rate of increase in pensions in payment 2.7% 2.2% Inflation assumption 3.3% 3.3% Property investments are held at fair value, which has been determined by an independent valuer. Fixed interest investments are valued using observable market data. SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Notes to consolidated financial statements . Post-emplo22. Post-employment benefit obligations continued Changes in the present value of the scheme liabilities are as follows: The fair value of the scheme assets and the present value of the scheme liabilities of the funded 2023 2022 schemes were: £m £m 2023 2022 Scheme liabilities at the beginning of the period (31.4) (45.6) £m £m Current service cost (0.2) (0.3) Fair value of scheme assets 32.0 38.1 Past service cost – – Present value of funded liabilities (30.8) (31.4) Employee contributions – – Surplus 1.2 6.7 Interest on pension scheme liabilities (1.5) (0.8) Withholding tax payableble¹ (0.7) (2.7) Remeasurements: Net pension asset 0.5 4.0 – arising from changes in demographic assumptions (0.7) – – arising from changes in financial assumptions 0.8 14.1 1 The Group has recognised a pension surplus for the RG scheme on an accounting basis. This surplus is presented net of a withholding tax adjustment of t of £.m (0.7m (2022: : £2.m) w.7m) which represents the tax that would be withheld on the surplus amount. – arising from changes in experience adjustments (0.1) (0.5) Benefits paid 1.6 1.5 The following amounts have been recognised in balance sheet for each scheme: Curtailment 0.3 – 2023 2022 Currency adjustment 0.4 0.2 £m £m Scheme liabilities at the end of the period (30.8) (31.4) – RG scheme Pension assets 26.4 30.0 Changes in the fair value of the scheme assets are as follows: Pension liabilities (25.1) (25.0) 2023 2022 Net defined benefit assets recognised in balance sheet¹ 1.3 5.0 £m £m – Norway Scheme assets at the beginning of the period 38.1 41.9 Pension assets 4.8 5.3 Interest income 1.9 0.7 Pension liabilities (5.6) (6.3) Employer contributions 0.4 0.5 Net defined benefit liabilities recognised in balance sheet (0.8) (1.0) Employee contributions – – Total net defined benefit assets recognised in balance sheet 0.5 4.0 Remeasurement: – arising from changes in financial assumptions (5.9) (3.1) 1 The balance is included within Other receivables as at s at 3 Se0 September r 202 an3 and Sd 30 September r 2022. – arising from changes in experience adjustments (0.2) (0.1) 2023 2022 £m £m Benefits paid (1.6) (1.5) Current service cost (reported in employee remuneration) (0.2) (0.3) Curtailment (0.3) (0.1) Net interest on pension scheme liabilities Currency adjustment (0.4) (0.2) (reported in finance income and (expense)) 0.4 (0.1) Scheme assets at the end of the period 32.0 38.1 Total amount credited/(charged) 0.2 (0.4) The following amounts have been recognised directly in other comprehensive income: 2023 2022 £m £m Remeasurements (4.1) 5.0 SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Notes to consolidated financial statements . Post-emplo22. Post-employment benefit obligations continued The present value of the scheme liabilities of the unfunded schemes was: (b) Unfunded schemes 2023 2022 The principal unfunded scheme of the Group operates in Germany. To be eligible for the general plan, £m £m employees must complete five years of service and the normal retirement age for this plan is .s 65. Net pension liability (9.7) (9.8) Employees in Germany are also provided with a long service (Jubilee) award, which provides a month‘s gross salary aer tfter the employee has worked a certain number of years of service. All unfunded The movement in the liability during the period was as follows: schemes are valued in accordance with IAS anS 19 and have been updated for the period ended September 30 September 20 by23 by a qualified independent actuary. 2023 2022 £m £m There have been no changes to scheme contributions to preserve equity in the year. Deficit in the schemes at the beginning of the period (9.8) (11.2) Current service cost (0.2) (1.0) The major assumptions (on a weighted average basis) used in these valuations were: Contributions 0.7 0.6 2023 2022 Interest on pension scheme liabilities (0.2) (0.1) Rate of increase in salaries 2.3% 2.3% Remeasurements: Rate of increase in pensions in payment and deferred pensions 1.1% 1.2% – arising from changes in financial assumptions 0.2 0.8 Discount rate applied to scheme liabilities 4.2% 3.8% – arising from changes in demographic assumptions – 1.3 Inflation assumption 2.1% 2.1% – arising from changes in experience adjustments (0.5) (0.4) Currency adjustment 0.1 0.2 At the balance sheet date, scheme members were assumed to have the following life expectancies Deficit in the schemes at the end of the period (9.7) (9.8) at age :ge 65: 2023 2022 The following amounts have been charged in arriving at profit for the year in respect of these schemes: Pensioner now aged 65 23.1 22.9 2023 2022 Pensioner now aged 40 24.6 24.5 £m £m Current service cost (reported in employee remuneration) (0.2) (0.1) Sensitivity analysis Interest on pension scheme liabilities (reported in finance income and Changes at the reporting date to one of the relevant actuarial assumptions by .s by 1.0%, holding other expense) (0.2) (0.1) assumptions constant, would have affected the defined benefit obligation by the amounts shown below : Total amount charged (0.4) (0.2) Defined benefit obligation Increase Decrease As at 30 September 2023 £m £m The following amounts have been recognised directly to other comprehensive income: Discount rate applied to scheme liabilities 0.5 (0.6 ) 2023 2022 £m £m Rate of increase in salaries (0.3) 0.3 Remeasurements (0.3) 0.8 Rate of increase in pensions in payment (0.3) 0.3 Inflation assumption (0.2) 0.5 Mortality rates (change by 1 year) (0.2) 0.2 Although the analysis does not take account of the full distribution of cash flows expected under the plans, it does provide an approximation of the sensitivity. SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Notes to consolidated financial statements . Pro23. Provisions . Capi24. Capital and reserves Share capital and share premium Restructuring Restoration and site exit Share Share costs costs Other Total Number of capital premium £m £m £m £m shares £m £m At 1 October 2022 (22.7) (4.6) (33.2) (60.5) Issued, called up and fully paid: Created in the year (7.4) (2.9) (0.1) (10.4) Ordinary shares of £0.01085 each Exchange differences – 0.1 2.1 2.2 At 30 September 2022 796,113,196 8.6 472.7 Unwind of discount (0.9) – – (0.9) Ordinary shares issued in relation to the Group’s share Utilised in the year 5.0 3.3 5.3 13.6 incentive plans 416,000 – – At 30 September 2023 (26.0) (4.1) (25.9) (56.0) At 30 September 2023 796,529,196 8.6 472.7 Represented by: Current (3.5) (4.1) (17.7) (25.3) Ordinary shares Non-current (22.5) – (8.2) (30.7) The ordinary shareholders are entitled to receive notice of, aettend, and speak at and vote at general meetings of the Company. Ordinary shareholders have one vote for each ordinary share held by them. (26.0) (4.1) (25.9) (56.0) Employee benefit trust Provision for restoration costs represents estimates of expected costs to be incurred in restoring The SSP Group plc Share Incentive Plan was established in n 20, in con14, in connection with the Company‘s a site to its original condition when it is vacated at the end of the lease term. These provisions will UK Share Incentive Plan (UK Trust). The SSP Group plc Share Plans Trust was established in ed in 20,18, be utilised at the end of the lease terms, which typically vary between one and ten years in length. in connection with the Company‘s share option plans (Share Plan Trust). Details of the Company‘s The discount rate used as at s at 3 Se0 September er 20 w23 was .as 3.9 (% (2022: .: 1.9).%). share plans are set out in the Directors‘ Remuneration Report on page age 13 as p8 as part of the Annual Report on Remuneration. Within Other provisions, litigation provisions amounted to d to £.10.m i2m in aggregate at St 30 September 202 (3 (2022: : £.13.3m). The remaining amount represents probable expected costs in legal and related As at s at 3 Sep0 September r 202, t3, the Trustees of the UK Trust and the Share Plan Trust respectively held maertters and are not material individually. 7,4,03 (1 (2022: : 36,,114) and ,(d 875,495(202: 2: 5,15,80) ord6) ordinary shares of the Company with a combined value of ue of £.1.7m (m (2022: : £.m)1.0m). SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Notes to consolidated financial statements . Capi24. Capital and reserves continued Other reserve Reserves The Other reserve relates to the acquisition of additional sal 25% stake in SSP America SFO LLC. Details of reserves (other than retained earnings) are set out below: On JuOn 6 June ne 202, t3, the Group acquired ed 2 of SSP A5% of SSP America SFO LLC changing its ownership from rom 65% to to 9 fo0% for the total consideration of .f £0.m9m. As at the date of acquisition, the he 2 of t5% of the accumulated Capital Cash flow redemption Translation hedging Other non-controlling interest amounted to ed to £.m (loss) wit1.1m (loss) with the receivable balance due from non-controlling reserve reserve reserve reserve Total interest shareholders of f £.m being w1.7m being waived. Given the Group remained the ultimate controlling party, £m £m £m £m £m the transaction does not meet the definition of a business combination in accordance with IFRS ,S 3, At 30 September 2021 1.2 9.6 (1.9) – 8.9 thus it qualifies for a transaction between parties under common control. Therefore, the loss from Net loss on hedge of net investments this transaction of f £.3.8m was recorded in Other reserve. in foreign operations – (56.3) – – (56.3) Other foreign exchange translation Non-controlling interests differences – 34.7 – – 34.7 2023 2022 Deferred tax credit on losses arising £m £m on exchange translation differences – 2.8 – – 2.8 At 1 October 86.0 70.4 Effective portion of changes in Share of profit for the year 48.0 20.1 fair value of cash flow hedges – 0.2 (0.3) – (0.1) Dividends paid to non-controlling interests (45.3) (18.8) Cash flow hedges – reclassified Capital contribution from non-controlling interests 17.3 3.4 to income statement – – 1.4 – 1.4 Purchase of non-controlling interest in subsidiary 1.1 – Tax credit on cash flow hedges – – 0.8 – 0.8 Currency adjustment (11.2) 10.9 At 30 September 2022 1.2 (9.0) – – (7.8) At 30 September 95.9 86.0 Net gain on hedge of net investments in foreign operations – 33.9 – – 33.9 The Group has one subsidiary with a material non-controlling interest, Mumbai Airport Lounge Services Other foreign exchange translation Private Ltd (‘MALS’). The principal place of business for this subsidiary is India. See note on pate 42 on page ge 215 differences – (38.2) – – (38.2) for further details of registered office and ownership percentages of each of these companies. Purchase of non-controlling interest in subsidiary – – – (3.8) (3.8) Summarised financial information, before inter-company eliminations, is as follows: Deferred tax charge on gains arising MALS MALS on exchange translation differences – (1.1) – – (1.1) 2023 2022 £m £m At 30 September 2023 1.2 (14.4) – (3.8) (17.0) Income statement Revenue 31.9 19.5 Capital redemption reserve Profit after tax 14.9 3.5 The capital redemption reserve relates to the cancellation of the deferred ordinary shares in es in 2.015. NCI share of profit 10.9 3.9 Translation reserve Total comprehensive income 12.0 6.0 The translation reserve comprises all foreign exchange differences arising since Occe 1 October ber 2010, the Balance sheet transition date to IFRS, from the translation of the financial statements of subsidiaries with non-Sterling Non-current assets 3.5 24.8 functional currencies, as well as from the translation of liabilities that hedge the Group‘s net investment in foreign subsidiaries. Current assets 40.9 28.9 Current liabilities (8.8) (13.0) Cash flow hedging reserve Non-current liabilities (0.7) (17.7) The hedging reserve in the comparative year comprised the cumulative net change in the fair value NCI share of equity 26.6 17.5 of the Group‘s interest rate swaps. Cash flow Net increase in cash and cash equivalents 8.5 4.4 SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Notes to consolidated financial statements . Sh25. Share-based payments Details of awards granted in the year The Group has granted equity-sesettled share awards to its employees under the Performance Share The RSPs granted during the year have been valued with reference to the share price at the date Plan (PSP), the Restricted Share Plan (RSP), the UK Share Incentive Plan (UK SIP) and the International of the award. Equity-sesettled awards are measured at fair value at grant date. The fair value of awards Share Incentive Plan (ISIP). granted is expensed on a straight-line basis over the vesting period, based on the Company’s estimate of the number of shares that will actually vest. Details of the terms and conditions of each share-based payment plan and the Group’s TSR comparator group are provided on page ae 138 and page age 13 res4 respectively, as part of the Annual Report No PSPs were granted during the year, or during the prior year. on Remuneration. UK Share Incentive Plan Restricted Share Plan The UK SIP is a share matching scheme which entitles participating employees to be given up to two The RSP awards are subject to performance underpins. For Executive Directors and the GEC these free ordinary shares (matching shares) for each SSP Group plc ordinary share purchased (partnership are outlined on page e 138. Should any of the underpins not be met, the Remuneration Commieittee would shares). Both the partnership and matching shares are placed in trust for a three-year period. The UK consider whether a discretionary reduction in the number of shares vesting was required. SIP has been in place since December ber 20.14. Expense in the year For each -mach 12-month plan period from January y 2 t016 to December er 202, th1, the actual entitlement to The Group incurred a charge of .f £6.m i3m in n 202 (3 (2022: : £4.m) in r.5m) in respect of the PSP and RSP. matching shares was fixed at one matching share for every two partnership shares purchased. For the period from January y 20 to De15 to December ber 20, the a15, the actual entitlement was fixed at one matching share 2023 2022 Number of Number of for every one partnership share purchased. The Group incurred a charge of .m in ree of £0.1m in respect of the shares shares matching element of the UK SIP in n 202 (3 (2022: .m).: £0.1m). Outstanding at 1 October 7,114,454 5,247,974 International Share Incentive Plan Granted during the year 4,023,285 3,360,575 The ISIP is a share matching scheme which entitles participating employees to be given up to two Exercised during the year (377,844) (273,177) free ordinary shares (matching shares) for each SSP Group plc ordinary share purchased (partnership Lapsed during the year (1,557,132) (1,220,918) shares). The partnership shares are placed in trust for a three-year period. The ISIP has been in place Outstanding at 30 September 9,202,763 7,114,454 since September . September 2015. Exercisable at 30 September 243,223 359,753 For each -mach 12-month plan period from November r 20 to Oc16 to October r 2022, the actual entitlement Weighted average remaining contracted life (years) 7.6 6.9 to matching shares was fixed at one matching share for every two partnership shares purchased. Weighted average fair value of awards granted (£) 2.27 2.36 For the period from November r 20 to Oc15 to October ber 2016, the entitlement was fixed at one matching share for every one partnership share purchased. The Group incurred a charge of .m in ree of £0.1m in respect of the The exercise price for the PSP and RSP awards is ds is £nil. matching element of the ISIP in e ISIP in 2 (023 (202: 2: £.m0.1m). SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Notes to consolidated financial statements . Cash26. Cash flow from operations 27. Reconciliation of net cash flow to movement in net debt 2023 2022 Gross debt Note £m £m Bank and US Private Cash and cash other Placement Total gross Profit for the year 56.1 9.9 equivalents borrowings notes Leases debt Net debt Adjustments for: £m £m £m £m £m £m Depreciation of property, plant and equipment 11 106.6 97.9 At 30 September 2021 773.6 (738.8) (342.4) (1,172.8) (2,254.0) (1,480.4) Depreciation of right-of-use assets 13 194.5 170.0 Net decrease in cash and cash equivalents (244.6) – – – – (244.6) Amortisation 12 9.7 13.8 Cash inflow from other Derecognition of leases under IFRS 16 (7.9) (78.1) changes in debt – (9.6) – – (9.6) (9.6) Non-cash change in lease liabilities 6 – (23.0) Cash outflow from Impairments 18.1 18.2 repayment of CCFF – 300.0 – – 300.0 300.0 Share-based payments 25 5.7 4.5 Cash outflow from other Finance income 8 (17.0) (4.9) changes in debt – 4.9 – – 4.9 4.9 Finance expense 8 96.2 77.8 Cash outflow from Share of profit of associates (net of impairment) 14 (0.5) (6.6) payment of lease liabilities – – – 174.9 174.9 174.9 Taxation 9 32.0 15.3 Lease amendments – – – 198.5 198.5 198.5 Other (0.1) 0.6 Currency translation (losses)/gains 14.6 (9.5) (49.7) (55.2) (114.4) (99.8) 493.4 295.4 Other non-cash Increase in trade and other receivables (12.2) (45.9) movements1 – (2.2) 7.4 – 5.2 5.2 Increase in inventories (5.3) (13.3) At 30 September 2022 543.6 (455.2) (384.7) (854.6) (1,694.5) (1,150.9) Increase in trade and other payables (including provisions) 22.4 198.3 Net decrease in cash Cash flow from operations 498.3 434.5 and cash equivalents (226.9) – – – – (226.9) Cash outflow from repayment of term loan¹ – 31.5 9.1 – 40.6 40.6 Cash outflow from termrm¹ loans refinancing – 36.8 – – 36.8 36.8 Cash outflow from otherer¹ changes in debt – 20.9 – – 20.9 20.9 Cash inflow from other changes in debt – (1.2) – – (1.2) (1.2) Cash outflow from payment of lease liabilities – – – 250.6 250.6 250.6 Lease amendments – – – (460.5) (460.5) (460.5) Currency translation (losses)/gains (13.4) 11.2 24.1 35.8 71.1 57.7 Other non-cash 1 movements – 8.9 3.1 – 12.0 12.0 At 30 September 2023 303.3 (347.1) (348.4) (1,028.7) (1,724.2) (1,420.9) 1 Other non-cash movements relate to debt modification gain/(losses), revised estimated future cash flows and effective interest rate of te of £1.2.m0m ((2022: : £5..2m) (see note te 8). 2 £95..9m of repayments in the cashflow statements are comprised of repayments of term loans, term loan refinancing and a partial amount of other changes in debt SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Notes to consolidated financial statements . Financial instrum28. Financial instruments Bank loans (a) Fair values of financial assets and liabilities Fair value is calculated based on the present value of future principal and interest cash flows, All financial assets and financial liabilities are carried at amortised cost, except for derivatives which discounted at the market rate of interest at the balance sheet date. Bank loans are categorised as are held at fair value through the income statement. level fievel 2 financial liabilities, whereby inputs which are used in the valuation of these financial liabilities and have a significant effect on the fair value are observable, either directly or indirectly. The fair values of all financial assets and financial liabilities by class, together with their carrying amounts shown in the balance sheet, are as follows: Lease liabilities Fair value is based on the present value of the future lease payments, discounted at the rate implicit Carrying Fair Carrying Fair amount value amount value in the lease or, where this is not known, the incremental borrowing rate. 2023 2023 2022 2022 £m £m £m £m Finance lease liabilities Financial assets measured at amortised cost Fair value is based on the present value of the future lease payments, discounted at the rate implicit Cash and cash equivalents 303.3 303.3 543.6 543.6 in the lease or, where this is not known, the incremental borrowing rate. Trade and other receivables 191.8 191.8 186.7 186.7 Other non-derivative financial instruments (excluding bank loans) Total financial assets measured at amortised cost 495.1 495.1 730.3 730.3 Due to the short-term nature of non-derivative financial instruments (excluding bank loans), Non-derivative financial liabilities measured the fair value is approximate to the carrying value. at amortised cost Bank loans (347.0) (347.0) (455.2) (446.1) US Private Placement notes (348.4) (346.1) (384.7) (379.4) Lease liabilities (1,028.7) (1,028.7) (854.6) (854.6) Trade and other payables (712.4) (712.4) (689.9) (689.9) Total financial liabilities measured at amortised cost (2,436.5) (2,434.2) (2,384.4) (2,370.0) SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Notes to consolidated financial statements . Financial instrum28. Financial instruments continued (c) Credit quality of cash at bank and short-term deposits (b) Credit risk The credit quality of cash at bank and short-term deposits has been assessed by reference to Moody‘s Concentrations of credit risk with respect to trade receivables are limited, due to the Group’s customer external ratings as follows: base being large and diverse, with two external debtors representing more than on 10% of the total balance. 2023 2022 The Group has no other significant concentration of debtors with no other debtor representing more £m £m than an 10. T%. The ageing of trade receivables at the balance sheet date was as follows: High grade 141.4 220.7 2023 2022 Upper medium grade 41.1 211.5 £m £m Medium grade 15.6 35.4 Total trade receivables 54.5 44.3 Non-investment grade 31.6 12.9 Less: loss allowance (9.5) (12.1) Unrated 53.0 51.2 45.0 32.2 282.7 531.7 Of which: Cash in hand and in transit 20.6 11.9 Not yet due 21.1 22.5 303.3 543.6 Overdue, between 0 and 6 months 25.9 10.7 Overdue, more than 6 months 7.5 11.1 (d) Financial risk management Loss allowance (9.5) (12.1) The main financial risks of the Group relate to the availability of funds to meet business needs, 45.0 32.2 the risk of default by counterparties to financial transactions, and fluctuations in interest and foreign exchange rates. In this regard, the treasury function is mandated by the Board to manage the financial risks that arise in relation to underlying business needs. The function has clear policies and operating The movement in the loss allowance in respect of trade receivables during the year was as follows: parameters, and its activities are regularly reviewed by the Board to ensure compliance. The function 2023 2022 does not operate as a profit centre and speculative transactions are not permieitted. £m £m At 1 October (12.1) (10.1) Financial instruments, including derivatives, are used on occasion to manage the main financial risks Charged in the year (0.6) (4.0) arising during the course of business. These risks are liquidity risk and market risk and are discussed Reversed in the year 2.2 2.2 further below. Utilised in the year 0.5 0.6 Liquidity risk Currency adjustment 0.5 (0.8) The Group‘s objective in managing liquidity risk is to ensure that it can meet its financial obligations At 30 September (9.5) (12.1) as and when they fall due. In order to achieve this, the treasury department maintains an appropriate level of funds and facilities to meet each year‘s planned funding requirement. Expected credit losses The Group applies the simplified approach and records lifetime expected credit losses for trade In July y 202, t3, the Group refinanced its Senior Bank Facilities that were previously due to mature in receivables. Loss allowances have been recognised for trade receivables that have been identified January y 202, an5, and replaced them with new h new £60m S0m Senior Facilities with current maturity in July n July 2027. as credit impaired. The Group has assessed customer balances in relation to their operating sector Further detail on this is provided within note .ote 19. (such as air or rail), receivable ageing and other indicators of risk to recoverability. SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Notes to consolidated financial statements . Financial instrum28. Financial instruments continued Currency risk The following are the remaining contractual maturities of financial liabilities at the reporting date. Although the functional currency of the Group is Sterling, the Group‘s operating cash flows are transacted in a number of different currencies. The Group‘s policy in managing this financial 2023 currency risk is to use foreign currency denominated borrowings to ensure that interest costs arise Carrying Contractual 1 year 1 to 2 to amount cash flows or less <2 years <5 years >5 years in currencies that reflect the operating cash flows, thereby minimising net cash flows in foreign £m £m £m £m £m £m currencies. As the mix of foreign currency cash flows generated by the business changes over time, Non-derivative financial there may be a requirement to restructure borrowings (via financial instruments or other treasury liabilities products) to maintain this hedge. The Board reviews financial currency risk at least once a year. Bank loans (347.0) (407.5) (33.5) (30.9) (343.1) – The Group uses currency denominated borrowings to hedge the exposure of a portion of its net US Private Placement investment in overseas operations (with non-Sterling functional currency) against changes in value notes (348.4) (412.6) (15.5) (13.7) (188.3) (195.1) due to changes in foreign exchange rates. An economic relationship has been identified as both the Lease liabilities (1,028.7) (1,253.2) (271.4) (236.8) (482.9) (262.1) net investment in overseas operations, and the currency denominated borrowings used as the related Trade and other payables (712.4) (712.4) (711.1) (0.5) – (0.8) hedging instrument, are subject to currency risk, and changes in foreign exchange rates would cause (2,436.5) (2,785.7) (1,031.5) (281.9) (1,014.3) (458.0) their values to move in opposite directions. 2022 As at s at 3 Sep0 September r 202, t3, the fair value of bank loans and US Private Placement debt used as hedging Carrying Contractual 1 year 1 to 2 to instruments was .s was £456.9m (m (2022: : £.579.m). O2m). Of this, , £20.m was i1.4m was in respect of Euro exposure and amount cash flows or less <2 years <5 years >5 years £m £m £m £m £m £m £.255.m in re5m in respect of the US Dollar exposure. Non-derivative financial There were no reclassifications from foreign currency translation reserve and external borrowings liabilities in foreign currencies did not exceed the investments in respective countries. Bank loans (455.2) (516.6) (111.1) (39.3) (365.9) (0.3) US Private Placement No sensitivity analysis is provided in respect of currency risk as the Group‘s currency exposure mainly notes (384.7) (486.2) (53.5) (16.5) (147.1) (269.1) relates to translation risk as discussed above. Lease liabilities (854.6) (1,014.7) (226.9) (184.3) (372.8) (230.7) Trade and other payables (689.9) (689.9) (688.6) (0.5) – (0.8) The currency profile of the cash balances of the Group at St 30 September r 202 was a3 was as follows: (2,348.4) (2,707.4) (1,080.1) (240.6) (885.8) (500.9) 2023 2022 Cash at bank and in hand £m £m Sterling 100.0 298.0 Market risk Other currencies 203.3 245.6 Market risk is the risk that changes in market prices, such as foreign exchange rates and interest rates, will affect the Group‘s income or the value of its holdings of financial instruments. These are discussed 303.3 543.6 further below. SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Notes to consolidated financial statements . Financial instrum28. Financial instruments continued . C29. Commitments Interest rate risk Capital commitments at the end of the financial year, for which no provision has been made, The interest rate and currency profile of the Group‘s bank loans at St 30 September ber 202 bef3 before are as follows: adjustments for unamortised bank fees of es of £.0.m (2m (2022: : £4..9m) was as follows: 2023 2022 £m £m Floating-rate liabilities Fixed-rate liabilities Total 2023 2022 2023 2022 2023 2022 Contracted for but not provided 134.5 124.9 £m £m £m £m £m £m Currency Capital commitments relate to where the Group has contractually commied to atted to acquire and/or build Sterling (150.0) (138.4) (41.4) (42.0) (191.4) (180.4) tangible assets that are not yet incurred as at s at 3 Se0 September r 202.3. Euro (152.2) (161.6) (49.2) (96.9) (201.4) (258.5) US Dollar – (31.7) (255.5) (286.0) (255.5) (317.7) . Rel30. Related parties Related party relationships exist with the Group‘s subsidiaries, associates (note ), key mate 14), key management Swedish Krona – (22.8) – – – (22.8) personnel, pension schemes (note s (note 2) a2) and employee benefit trust (note te 2).4). Norwegian Krone – (32.0) – – – (32.0) Swiss Franc – – – – – – Subsidiaries Indian Rupee (1.6) (4.0) – – (1.6) (4.0) Transactions between the Company and its subsidiaries, and transactions between subsidiaries, (303.8) (390.5) (346.1) (424.9) (649.9) (815.4) have been eliminated on consolidation and are not disclosed in this note. Where the Group does not own n 100 of i% of its subsidiary, significant transactions with the other investors in the non-wholly owned subsidiary (‘investor’), other than those listed in note te 2, are d4, are disclosed within this note (in the table Sensitivity analysis below). Sales and purchases with related parties are made at normal market prices. The effect of a int of a 1% increase in interest rates prevailing at the balance sheet date on the Group’s cash and cash equivalents and debt subject to variable rates of interest at the balance sheet date would Associates be to decrease profit for the year (aear (after tax) by an immaterial amount. A similar dear 1% decrease in interest Significant transactions with associated undertakings during the year, other than those included rates would result in an equal and opposite effect over the course of a year. in note , aote 14, are included in the table below. IBOR reform Related party transactions As a result of the refinancing completed in July n July 202, t3, the Group no longer holds any Term Loans denominated in USD. We have competed the transition from USD LIBOR to the Secured Overnight 2023 2022 £m £m Financing Rate (SOFR) in respect of any USD denominated drawings under our Revolving Credit Facility, Sales to related parties 0.9 (0.2) but have not to date made any USD drawing. The Group continues to monitor the market and the output from various industry groups managing the transition to new benchmark interest rates and will look Purchases from related parties (6.7) (2.5) to implement changes if appropriate in the future. Management fee income 2.3 1.9 Other income 2.0 1.9 (e) Capital management 1 Other expenses 15.9 (8.4) The Group‘s policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain future development. The Group‘s capital is represented by the share capital Amounts owed by related parties at the end of the year 6.9 6.4 2 and reserves (as set out in note te 2)4), retained earnings, and net debt. The funding requirements of the Amounts owed to related parties at the end of the year (27.0) (14.7) Group are met by a mix of long-term borrowings, medium-term borrowings, short-term borrowings (under its Revolving Credit Facility) and available cash. 1 The majority of other expenses relates to es to £1.2.1m rent from Midway Partnership LLC (LC (202: 2: £.6.50m). 2 The majority of amounts relates to .o £9.8m loans (and accumulated interest) received from non-controlling interest shareholders in Brazil and Bahrain (n (2022: : £.10.1m). As mentioned in the liquidity section, during the year the Group successfully refinanced its bank facilities, with the new Senior Bank Facilities currently maturing in July y 2027. SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Notes to consolidated financial statements . Rel30. Related parties continued Assets acquired and liabilities assumed (provisional) Bank guarantees The fair values of the identifiable assets and liabilities of the six airports (completed in the year) The Group has provided a number of guarantees to third parties and has given guarantees to partners as at the date of acquisition were provisionally determined as follows: of consolidated non-wholly owned subsidiaries in respect of obligations of its non-wholly owned Fair value subsidiaries, relating to, for example, concession agreements, franchise agreements and financing recognised on facilities. In addition, certain subsidiaries benefit from guarantees provided by the Group‘s acquisition £m non-controlling interest partners to similar third parties (in respect of obligations of the subsidiaries). Assets These guarantees are consistent with those provided in the normal course of business in respect of the Group‘s wholly owned subsidiaries. At Se. At 30 September er 20 t23 the value of the guarantees given by Property, plant and equipment (Note 11) 25.9 the various Group companies in respect of both wholly owned and other subsidiaries was s £.145.7m Right-of-use assets (Note 13) 34.5 ((2022: : £.135.9m). The Group does not expect these guarantees to be called on and as such no liability Other receivables 0.0 has been recognised in the financial statements. Inventory 0.3 Remuneration of key management personnel Cash 0.1 The remuneration of key management personnel of the Group is set out below in aggregate for each Liabilities of the categories specified in IAS S 2 ‘4 ‘Related Party Disclosures‘. The Group considers key management Lease liabilities (Note 21) (23.3) personnel to be the Group CEO, Deputy Group CEO and CFO, Non-Executive Directors and the Group Total identifiable net assets at fair value 37.5 Executive Commiee.Executive Committee. 2023 2022 Non-controlling interest measured at fair value (9.5) £m £m Increase in Other receivables due from NCI 8.4 Short-term employee benefits (10.1) (9.1) Goodwill arising on acquisition (Note 12) 1.1 Post-employment benefits (0.5) (0.5) Total net assets acquired 37.5 Share-based payments (3.2) (2.5) (13.8) (12.1) Satisfied by: Purchase considerations transferred 37.5 . B31. Business combinations and other acquisitions (a) Acquisition of the Midfield Concessions business On MOn 4 May ay 202, t3, the Group announced its expansion in North America by adding ng 40 new units at seven The transaction costs of relating to the acquisition amounted to o £.1.m2m. airports, including four new locations, through the acquisition of the concessions business of Midfield Concession Enterprise Inc. (‘MCE’). This trade and assets deal has provided the Group with access to The Group measured the acquired lease liabilities using the present value of the remaining lease Detroit Metropolitan Wayne County, Denver International, Philadelphia International, and Cleveland payments at the date of acquisition. The right-of-use assets were measured at an amount equal Hopkins International, and it has also expanded SSP’s existing presence at Minneapolis St. Paul to the lease liabilities and adjusted to reflect the favourable terms of the lease relative to market. International, San Francisco International, and Newark Liberty International. The right-of-use assets include concession rights amounting to o £.11.m to b2m to be amortised over the life of the contracts. The total consideration under the agreement is t is £.m (54.1m ($6 millio7 million) paid in cash on the completion date, with the deal structured in two parts: one covering the initially acquired six airports (s (£37.m.5m At the time when the financial statements were authorised for issue, the Group had not yet completed (($4m)) an6m)) and one covering Denver airport (remaining ing £16.m (.6m ($2m) consid1m) consideration). The transaction the accounting for the acquisition of the six airports. In particular, the fair values of the assets and in relation to the six airports was completed on Jed on 6 June e 202. On N3. On 16 November r 2023, the Group took liabilities disclosed above have only been determined provisionally, because the independent operational control of the Denver airport part of the acquisition (note ).te 32). valuations have not been finalised. From the date of the completion of the first stage of acquisition, the six airports contributed d £.14.7m of revenue and .nd £0.m o5m of profit before tax from operations of the Group. It is not practically possible to calculate revenue and profit before tax should the acquisition had taken place at the beginning of the year. (b) Other During the year the Group also made other acquisitions in the United Kingdom and USA with the total considerations of ns of £. millio3.7 million. SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements . P32. Post balance sheet events On NOn 16 November r 202 th3 the Group took operational control of the Denver airport part of the acquisition of the concessions business of Midfield Concession Enterprises, Inc. The total consideration for the Denver airport concession (n (£.16.6m (m ($2m)) is yet to b1m)) is yet to be paid, and will be paid on legal completion of the transaction which is expected imminently. Assets acquired and liabilities assumed (provisional) The fair values of the identifiable assets and liabilities related to the post-balance sheet event, and that have not been accounted for in the balance sheet at et at 3 S0 September er 2 w023 were provisionally determined as follows: Fair value recognised on acquisition £m Assets Property, plant and equipment 9.8 Right-of-use assets 9.9 Liabilities Lease liabilities (7.0) Total identifiable net assets at fair value 12.7 Non-controlling interest measured at fair value (3.2) Increase in Other receivables due from NCI 4.2 Goodwill arising on acquisition 2.9 Total net assets acquired 16.6 Satisfied by: Purchase considerations to be transferred 16.6 None of the goodwill is expected to be deductible for tax purposes. At the time when the financial statements were authorised for issue, the Group had not yet completed the accounting for the acquisition of the Denver airport. In particular, the fair values of the assets and liabilities disclosed above have only been determined provisionally, because the independent valuations have not been finalised. SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Company balance sheet As at September 2023 2022 Notes £m £m Fixed assets Investments 34 1,203.4 1,202.0 1,203.4 1,202.0 Current assets Debtors due within one year 35 313.2 288.4 Liabilities falling due within one year Creditors 36 (41.8) (14.6) Net current assets 271.4 273.8 Net assets 1,474.8 1,475.8 Capital and reserves Called up share capital 37 8.6 8.6 Share premium account 37 472.7 472.7 Treasury shares 37 – – Capital redemption reserve 37 1.2 1.2 Profit and loss account 37 992.3 993.3 Total equity shareholders‘ funds 1,474.8 1,475.8 The Company’s loss for the year was .m (: .m). These financial statements were approved by the Board of Directors on December and were signed on its behalf by Jonathan Davies Deputy Group CEO and CFO Registered number: SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Company statement of changes in equity As at September Capital Merger Share Share redemption relief Treasury Profit and Total capital premium reserve reserve shares loss account equity £m £m £m £m £m £m £m At 30 September 2021 8.6 472.7 1.2 – (1.7) 999.6 1,480.4 Loss for the year – – – – – (8.7) (8.7) Reclassification to retained earnings – – – – 1.7 (1.7) – Share-based payments – – – – – 4.1 4.1 At 30 September 2022 8.6 472.7 1.2 – – 993.3 1,475.8 Loss for the year – – – – – (4.7) (4.7) Share-based payments – – – – – 3.7 3.7 At 30 September 2023 8.6 472.7 1.2 – – 992.3 1,474.8 SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Notes to Company financial statements . Accounting policies Going concern SSP Group plc (the Company) is a company incorporated in the UK. SSP Group plc is the ultimate parent company of the SSP Group. As part of the Group’s adoption of the going concern basis, the Board has reviewed the Group’s trading forecasts, incorporating different These statements present information about the Company as an individual undertaking and not about scenarios to reflect the uncertainty surrounding the economic and geo-political environment over the its Group. The separate financial statements are presented as required by the Companies Act . next twelve months. Having carefully reviewed these forecasts, the Directors have concluded that it is appropriate to adopt the going concern basis of accounting in preparing these financial statements Basis of preparation for the reasons set out on page relating to the consideration of the Group‘s going concern basis. These financial statements have been prepared in accordance with Financial Reporting Standard Reduced Disclosure Framework (FRS ) under the historical cost accounting rules. Investments Investments in subsidiaries are stated at cost less provision for impairment losses. In preparing these financial statements, the Company applies the recognition, measurement and disclosure requirements of UK-adopted international accounting standards and has set out below Impairment where advantage of the FRS disclosure exemptions has been taken: The carrying values of the Company‘s assets are reviewed for impairment when events or changes the cash flow statement and related notes; in circumstances indicate that the carrying amount of the fixed asset may not be recoverable. If any • disclosures in respect of transactions with wholly owned subsidiaries; such indication exists, the asset‘s recoverable amount is estimated. An impairment loss is recognised • disclosures in respect of capital management; whenever the carrying amount of an asset exceeds its recoverable amount. When a subsequent event • disclosures required in respect of financial instruments; or change in circumstances causes the recoverable amount of an asset to increase, the previously • disclosures in respect of share based payments; and recognised impairment loss is reversed through the income statement. • the effects of new but not yet adopted standards. • Taxation Where relevant, equivalent disclosures have been given in the consolidated financial statements. The charge for taxation is based on the results for the year and takes into account taxation deferred The principal accounting policies adopted are the same as those set out in note to the consolidated because of temporary differences between the treatment of certain items for taxation and accounting financial statements except as noted below. The following accounting policies have been applied purposes. Tax is recognised in the profit and loss account except where it relates to items taken consistently in dealing with items which are considered material in relation to the Company‘s balance directly to equity, in which case it is recognised in equity. Deferred tax is recognised in respect of all sheet and related notes. temporary differences between the treatment of items for taxation and accounting purposes which have arisen but not reversed by the balance sheet date, except as otherwise required by FRS . The Company uses Sterling as its presentational and functional currency and all values have been rounded to the nearest .m unless otherwise stated. Deferred tax assets are recognised to the extent that it is regarded as probable that they will be recovered. Under Section of the Companies Act , the Company is exempt from the requirement to present its own income statement. The loss for the financial year (: loss) is disclosed in note Share-based payment compensation to these accounts. The Company has no other recognised gains or losses in the current or preceding The Company has granted equity-seled share awards to Group employees. Equity-seled awards year and, therefore, no statement of comprehensive income is presented. are measured at fair value at grant date. The fair value of awards granted to employees of the Company is expensed on a straight-line basis over the vesting period, based on the Company‘s estimate of the number of shares that will actually vest. The cost of awards to employees of subsidiary undertakings is accounted for as an additional investment. SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Notes to Company financial statements . Investments in subsidiary undertakings . Capital and reserves Share capital and share premium Shares in Group undertaking Share Share £m Number of capital premium Cost shares £m £m At 1 October 2022 1,202.0 Issued, called up and fully paid: Additions 1.4 Ordinary shares of £0.01085 each At 30 September 2023 1,203.4 At 30 September 2022 796,113,196 8.6 472.7 Ordinary shares issued in relation to the Group’s Net book value share incentive plans 416,000 – – At 30 September 2023 1,203.4 At 30 September 2023 796,529,196 8.6 472.7 At 30 September 2022 1,202.0 Reserves Impairment The Directors performed the annual assessment whether there are any impairment indicators in relation Capital Profit and Treasury redemption loss to the Company‘s fixed asset investments as at September as required by the accounting principles shares reserve account Total set out in FRS , including comparing the Company’s market capitalisation to investments value. £m £m £m £m At 30 September 2021 (1.7) 1.2 999.6 999.1 The assessment did not result in any impairment trigger being identified (: No trigger identified.) Loss for the year – – (8.7) (8.7) Reclassification to retained earnings 1.7 – (1.7) – . Debtors Share-based payments – – 4.1 4.1 2023 2022 Due within one year £m £m At 30 September 2022 – 1.2 993.3 994.5 Amount receivable from Group undertakings 311.3 287.8 Loss for the year – – (4.7) (4.7) Other debtors 1,9 0.6 Share-based payments – – 3.7 3.7 313.2 288.4 At 30 September 2023 – 1.2 992.3 993.5 Amounts receivable from Group undertakings are repayable on demand. The Company has Capital redemption reserve undertaken a review of the liquidity position of the counterparty subsidiaries and noted that the The capital redemption reserve relates to the cancellation of the deferred ordinary shares in . subsidiaries continue to have sufficient immediately available funds to sele the receivables at the balance sheet date. As a result, expected credit losses are immaterial in respect of these receivables. Profit and loss account The Company‘s loss for the financial year was .m (: loss of .m). . Creditors Dividends 2023 2022 Due within one year £m £m In line with the Group’s stated priorities for the uses of cash and aer careful review of its medium- term investment requirements, the Board is proposing a final dividend of . pence per share Amounts payable to Group undertakings (30.6) – (: nil), which is subject to shareholder approval at the Annual General Meeting. Accruals and deferred income (0.1) (6.6) Trade and other payables (7.6) (4.8) Other taxation and social security (3.5) (3.2) (41.8) (14.6) SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Notes to Company financial statements . Directors‘ remuneration . Group companies The remuneration of the Directors of the Company is disclosed in note to the Group accounts and In accordance with Section of the Companies Act , a full list of subsidiaries, associates and in the Annual Report on Remuneration on page . Details of RSP and DSPB awards made to Executive other investments (held directly and indirectly by the Company) at the year end are as disclosed below. Directors are given on page . Group companies included in the consolidation are those companies controlled by the Group. Control . Related parties exists when the Group has the power to direct the activities of an entity so as to affect the return on The Company has identified the Directors of the Company and the Group Executive Commiee as investment. In certain cases an entity may be consolidated when the percentage of shares held may related parties for the purpose of FRS . Details of the relevant relationships with these related be less than as the Group has the power to control such activities. parties are disclosed in note to the Group accounts. Part A – Subsidiaries The Company has no transactions with or amounts owed to or from partly owned subsidiary undertakings. All holdings in partly owned undertakings are held through indirectly held wholly Class and Principal activity percentage of owned subsidiaries of the Company. (catering and/or shares held (100% retail concessions ordinary shares unless otherwise unless otherwise . Contingent liabilities Name stated) stated) The Company is a member of a VAT group and consequently is jointly liable for the VAT group‘s liability. Subsidiaries (all of which are included in the Group consolidation): The Company‘s contingent liability at September was approximately .m (: .m). Australia In addition, the Company is a guarantor for the Group’s main bank facilities and US Private Placement SSP Australia Airport Concessions Pty Ltd Holding borrowings. The borrowings under the facilities at September were .m (: .m). 206/83 York Street, Sydney, NSW 2000, Australia company SSP Australia Airport F&B Pty Ltd The Company has also provided guarantees in relation to certain operating liabilities of operating 206/83 York Street, Sydney, NSW 2000, Australia subsidiaries. All such liabilities are expected to be paid by the relevant subsidiary in the normal course 3 SSP Australia Catering Pty Limited Holding of business. 206/83 York Street, Sydney, NSW 2000, Australia company . Other information WA Airport Hospitality Pty Limited 206/83 York Street, Sydney, NSW 2000, Australia The fee for the audit of the Company‘s annual financial statements was .m (: .m). Austria The average number of persons employed by the Company (including Directors) during the year SSP Österreich GmbH was (: ). Office Park 3/Top 144, 1300 Wien-Flughafen, Austria Bahrain Total staff costs (excluding charges for share-based payments) were .m (: .m). SSP Bahrain W.L.L 51% Falcon Tower, Office 614. Building No 60, Road 1701, Block 317, Diplomatic Area, Manama, Kingdom of Bahrain Belgium SSP Aérobel SPRL Rue des Frères Wright, 8 Boite 12, 6041 Charleroi, Belgium SSP Belgium SPRL Korte Ambachtstraat 4, 9860, Oosterzele, Belgium SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Notes to Company financial statements . Group companies continued Class and Class and Principal activity percentage of Principal activity percentage of (catering and/or shares held (100% (catering and/or shares held (100% retail concessions ordinary shares retail concessions ordinary shares unless otherwise unless otherwise unless otherwise unless otherwise Name stated) stated) Name stated) stated) Bermuda Denmark Bermuda Travel Concessions, LLC 51% SSP Denmark ApS 4 Burnaby Street, Hamilton, Bermuda HM 11 Lufthavnsboulevarden 14, 1. sal, 2770, Kastrup, Denmark Brazil Egypt 1 SSP DFA Restaurantes Brasil Ltda 50% SSP Egypt for Restaurants JSC Rua Goethe, 54 – Botafogo Rio de Janeiro - RJ, 22281-020, Brazil Cairo International Airport, Airmall Building, 1st Floor, Cairo, Egypt Cambodia Estonia 1,7 Select Service Partner (Cambodia) Limited Inactive 49% Select Service Partner Eesti A/S No 4B, Street Vat Ang Taming, Sangkat Kakab, company Veerenni 38, Tallinn 10 138, Estonia Khan Poh Sen Chey, Phnom Penh, Cambodia Finland Canada Select Service Partner Finland Oy SSP Canada Airport Services Inc. Services Helsinki Airport, Vantaa, FI-01530, Finland 30th Floor, 360 Main Street, Winnipeg MB R3C 4G1, Canada company France SSP Canada Food Services Inc. Bars et Restaurants Aéroport Lyon Saint Exupéry SAS McLachlan Brown Anderson Solicitors, 938 Howe Street,10th Floor, Immeuble l‘Arc, BP 197, Lyon Saint Exupéry Aéroport, Vancouver BC V6Z 1N9, Canada 69125, Colombier-Saugnieu, France 16 SSP Québec Food Services Inc. Services Les Buffets Boutiques et Services des Autoroutes de France SNC Inactive 1010 Rue Sherbrooke O, Montréal, Québec H3A Canada company 5, rue Charles de Gaulle, 94140, Alfortville, France company China Select Service Partner SAS Holding and 6 Select Service Partner Hainan Co. Limited 5, rue Charles de Gaulle, 94140, Alfortville, France Management 2/F, Departure Halls, Passenger Terminal Building, Services Haikou Meilan International Airport, Hainan, Haikou 571126, China company 6 SSP Shanghai Co. Limited SSP Aéroports Parisiens SASU th Room 528, 5 Floor, East Traffic Center, Hongqiao International Airport, 5, rue Charles de Gaulle, 94140, Alfortville, France Minghang District Shanghai, China SSP Caraibes SASU Cyprus 5, rue Charles de Gaulle, 94140, Alfortville, France SSP Catering Cyprus Limited Holding and SSP France Financing SAS Holding 67 Limassol Avenue, Lamda Vision, Vision Tower 1st Floor, 2121 Aglantzia, Management Immeuble le Virage, 5, Allée Marcel Leclerc, company Nicosia, Cyprus, P.O. Box 14144, CY-2154 Aglantzia, Nicosia, Cyprus Services CS60017 13417 Marseille Cedex 08, France company SSP Museum SAS SSP Louis Airport Restaurants Limited Holding 60% 5, rue Charles de Gaulle, 94140, Alfortville, France 67 Limassol Avenue, Lamda Vision, Vision Tower 1st Floor, 2121 Aglantzia, company SSP Paris SASU Nicosia, Cyprus, P.O. Box 14144, CY-2154 Aglantzia, Nicosia, Cyprus 5, rue Charles de Gaulle, 94140, Alfortville, France SSP Province SAS 5, rue Charles de Gaulle, 94140, Alfortville, France SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Notes to Company financial statements . Group companies continued Class and Class and Principal activity percentage of Principal activity percentage of (catering and/or shares held (100% (catering and/or shares held (100% retail concessions ordinary shares retail concessions ordinary shares unless otherwise unless otherwise unless otherwise unless otherwise Name stated) stated) Name stated) stated) Germany India 1,10 SSP Deutschland GmbH BLR Lounge Services Private Limited 49% The Squaire 24, 60549 Frankfurt am Main, Germany Block A, South Wing,1st floor, Shiv Sagar Estate, Dr. Annie Besant Road, Worli, Mumbai, 400018 India SSP Financing Germany GmbH Holding 1,15 The Squaire 24, 60549 Frankfurt am Main, Germany company Mumbai Airport Lounge Services Private Limited 21.8% Block A, South Wing,1st floor, Shiv Sagar Estate, Dr. Annie Besant Road, Station Food GmbH Worli, Mumbai, 400018 India The Squaire 24, 60549 Frankfurt am Main, Germany 1,10 Semolina Kitchens Private Limited 49% Greece 504, Regus, Level-5, Caddie Commercial Tower, Select Service Partner Restaurants Hellas SA Hospitality District Aerocity Delhi, New Delhi 110037 India Athens International Airport, Administration Building 17 1,10 TFS (R&R Works) Private Limited 49% Office 2/06-01, 190 19 Spata, Athens Greece Block A, South Wing, 1st floor, Shiv Sagar Estate, Dr. Annie Besant Road, Hong Kong Worli, Mumbai, 400018 India Select Service Partner Asia Pacific Limited Holding and 1,10 Travel Food Services Chennai Private Limited 49% Suites 1201-2 & 12-14, 12/F, North Tower, World Finance Centre, Management Block A, South Wing,1st floor, Shiv Sagar Estate, Dr. Annie Besant Road, Harbour City, Tsim Sha Tsui, Kowloon, Hong Kong, Services Worli, Mumbai, 400018 India company 1,11 Travel Food Services (Delhi Terminal 3) Private Limited 29.4% Select Service Partner Hong Kong Limited New Udaan Bhawan, Opposite Terminal 3, IGI Airport, New Delhi, 110 037, India Suites 1201-2 & 12-14, 12/F, North Tower, World Finance Centre, 1,10 Travel Food Services Kolkata Private Limited 49% Harbour City, Tsim Sha Tsui, Kowloon, Hong Kong Block A, South Wing,1st floor, Shiv Sagar Estate, Dr. Annie Besant Road, SSP AD Lounges HK Limited Inactive Worli, Mumbai, 400018 India Suites 1201-2 & 12-14, 12/F, North Tower, World Finance Centre, 1 Travel Food Services Private Limited 49% Harbour City, Tsim Sha Tsui, Kowloon, Hong Kong Block A, South Wing,1st floor, Shiv Sagar Estate, Dr. Annie Besant Road, 6 SSP China Development Limited Holding Worli, Mumbai, 400018 India Suite 1106-8, 11/F, Tau Yau Building, No. 181 Johnston Road, company Ireland Wanchai, Hong Kong Select Service Partner Ireland Limited Hungary th 6 Floor, 2 Grand Canal Square, Dublin 2, Ireland SSP Hungary Catering Kft Israel Budapest Ferenc Liszt International Airport, Terminal 2B, 1185 Budapest, Hungary Select Service Partner Israel Ltd Derech Menachem Begin 132, Azrieli One Center, Round Building, Iceland 6701101, Tel Aviv, Israel SSP Iceland ehf. Smaratorgi 3, 201 Kopavogur, Iceland SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Notes to Company financial statements . Group companies continued Class and Class and Principal activity percentage of Principal activity percentage of (catering and/or shares held (100% (catering and/or shares held (100% retail concessions ordinary shares retail concessions ordinary shares unless otherwise unless otherwise unless otherwise unless otherwise Name stated) stated) Name stated) stated) Italy Philippines SSP Italia S.R.L. Select Service Partner Philippines Corporation Holding 52% Genova (GE), Piazza Della, Vittoria 15/34, CAP 16121 Italy JME Building No. 35, Calbayog Street, Barangay, Highway Hills, company City of Mandaluyong, NCR, Second District, Philippines Luxembourg 6 1,8 SSP-Mactan Cebu Corporation 26% SSP Luxembourg SA Terminal 1 Mactan Cebu International Airport, Pusok, Lapu-Lapu City, Aeroport de Luxembourg, L-1110 Luxembourg Cebu 6015, Philippines Malaysia Russia 23 Select Service Partner Malaysia Sdn Bhd 74.6% 6 Select Service Partner Russia LLC Inactive Unit A-3-6, TTDI Plaza, Jalan Wan Kadir 3, Taman Tun Dr Ismail, Russian Federation, Moscow region, Khimki, Melnikov Ave., 13, floor 1, premises company 60000 Kuala Lumpur, W.P. Kuala Lumpur 011, Room. 4, Russia SSPMY Serai Sdn Bhd Singapore Unit A-3-6, TTDI Plaza, Jalan Wan Kadir 3, Taman Tun Dr Ismail, 60000 Kuala Lumpur, W.P. Kuala Lumpur Select Service Partner (Singapore) Pte Limited 112 Robinson Road, #05-01, 068902, Singapore SSP Services (Malaysia) Sdn Bhd Unit A-3-6, TTDI Plaza, Jalan Wan Kadir 3, Taman Tun Dr Ismail, Spain 60000 Kuala Lumpur, W.P. Kuala Lumpur Foodlasa, SLU Mauritius Camino de la Zarzuela, 19-21, 2ª plta., 28023, Madrid, Spain 1,10 Travel Food Services Global Private Ltd Inactive 49% Select Service Partner S.A.U Intercontinental Trust Limited, Level 3, Alexander House, 35 Cybercity, company Camino de la Zarzuela, 19-21, 2ª plta., 28023, Madrid, Spain Ebene, Mauritius Select Service Partner Spain Financing SLU Holding Mexico Camino de la Zarzuela, 19-21, 2ª plta., 28023, Madrid, Spain company SSP Mexico Aeropuertos, S. DE R.L. DE C.V. SSP Airport Restaurants SLU Oso 127 Int. Oficina 104 A1, Colonia Del Valle Sur, Benito Juarez C.P. 03104, Camino de la Zarzuela, 19-21, 2ª plta., 28023, Madrid, Spain Mexico Sweden Netherlands Scandinavian Service Partner AB SSP Nederland BV Arlanda Airport, P.O Box 67, S-19045, Stockholm Arlanda, Sweden Leidseveer 2, 3511 SB, Utrecht, Netherlands SSP Newco AB Inactive Norway Arlanda Airport, P.O Box 67, S-19045, Stockholm Arlanda, Sweden company Select Service Partner AS SSP Sweden Financing AB Holding Henrik Ibsens veg 7, 2060 Gardermoen, Norway Arlanda Airport, P.O Box 67, S-19045, Stockholm Arlanda, Sweden company SSP Norway Financing AS Holding Switzerland Henrik Ibsens veg 7, 2060 Gardermoen, Norway company Rail Gourmet Holding AG Holding Oman Bahnhofstrasse 10, CH-6300, Zug, Switzerland company 1,12 Gourmet Foods LLC Holding 49.9% Select Service Partner (Schweiz) AG PO Box 3340 PC – 112 Muscat Sultanate of Oman company Shopping center/Bahnhofterminal, 8058 Zurich-Flughafen, Switzerland, PO Box: Postfach 2472 SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Notes to Company financial statements . Group companies continued Class and Class and Principal activity percentage of Principal activity percentage of (catering and/or shares held (100% (catering and/or shares held (100% retail concessions ordinary shares retail concessions ordinary shares unless otherwise unless otherwise unless otherwise unless otherwise Name stated) stated) Name stated) stated) Taiwan Select Service Partner Limited Agency SSP Group Head Office company SSP Taiwan Limited Inactive 1F, No.13, Ln. 84, He 1st Rd, Keelung City, Jhongjheng District, 202, company Select Service Partner Retail Catering Limited Inactive Taiwan, Republic of China SSP Group Head Office company Thailand Select Service Partner UK Limited 6 1 SSP Group Head Office Select Service Partner Co. Limited 49% 88 The Parq Building, 11th Fl. Ratchadaphisek Road, Klongtoey Subdistrict, SSP Air Limited Agency Klongtoey District, Bangkok Metropolis Thailand SSP Group Head Office company United Arab Emirates SSP Asia Pacific Holdings Limited Holding 21 SSP Group Head Office company SSP Emirates LLC 51% Mussafah, SH MBX Area ME11, Building 85, Mezzanine floor, SSP Bermuda Holdings Limited Holding Hamed Al-Kurby Building, P.O. Box 133357 Abu Dhabi, United Arab Emirates SSP Group Head Office company United Kingdom SSP Euro Holdings Limited Holding SSP Group Head Office company Belleview Holdings Limited Inactive Jamestown Wharf, 32 Jamestown Road, London, United Kingdom, NW1 7HW company SSP Financing Limited Holding and (‘SSP Group Head Office’) SSP Group Head Office Treasury company Belleview Limited Inactive 3 SSP Group Head Office company SSP Financing No. 2 Limited Financing SSP Group Head Office company Millie‘s Cookies (Franchise) Limited Inactive SSP Group Head Office company SSP Financing UK Limited Holding and SSP Group Head Office Management Millie‘s Cookies Limited Agency Services SSP Group Head Office company company Millies Limited Inactive 4 SSP Group Holdings Limited Holding SSP Group Head Office company SSP Group Head Office company Millie‘s Cookies (Retail) Limited Agency SSP Lounge Holdings Global Limited Holding SSP Group Head Office company SSP Group Head Office company Procurement 2U Limited Procurement SSP South America Holdings Limited Holding SSP Group Head Office company SSP Group Head Office company Rail Gourmet Group Limited Holding SSP TFS HK Lounge Limited Holding SSP Group Head Office company SSP Group Head Office company Rail Gourmet UK Holdings Limited Holding and Whistlestop Airports Limited Inactive SSP Group Head Office Management SSP Group Head Office company Services company Whistlestop Foods Limited Inactive SSP Group Head Office company Rail Gourmet UK Limited SSP Group Head Office Whistlestop Operators Limited Inactive SSP Group Head Office company SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Notes to Company financial statements . Group companies continued Class and Class and Principal activity percentage of Principal activity percentage of (catering and/or shares held (100% (catering and/or shares held (100% retail concessions ordinary shares retail concessions ordinary shares unless otherwise unless otherwise unless otherwise unless otherwise Name stated) stated) Name stated) stated) United States of America SSP America BNA, LLC Inactive 300 Montvue Road, Knoxville, Tennessee 37919, United States company ATL Dine and Fly, LLC Inactive 334 North Senate Avenue, Indianapolis, IN 46204-1708, United States company SSP America BOS, LLC 60% 1 CT Corporation System, 155 Federal Street, Ste 700, Boston MA 02110, CBC SSP America DAL, LLC 49% United States CT Corporation System, 1999 Bryan Street, Suite 900, Dallas County, Dallas TX 75201-3136, United States SSP America CID, LLC 90% 1 CT Corporation System, 400 E Court Ave, Des Moines IA 50309, CBC SSP America DFW, LLC 49% United States CT Corporation System, 1999 Bryan Street, Suite 900, Dallas County, Dallas TX 75201-3136, United States SSP America CLE, LLC 70% 17 4400 Easton Commons Way, Suite 125, Columbus, Ohio 43219, United States Creative PTI, LLC 62.8% CT Corporation System, 160 Mine Lake Court, Suite 200, SSP America COS, LLC Raleigh NC 27615-6417, United States 7700 E Arapahoe Rd, STE 220, Centennial, CO 80112-1268, United States Flavor of ATL, LLC Inactive SSP America CVG, LLC Inactive CT Corporation System, 289 S Culver Street, Lawrenceville GA 30046, company 306 W Main Street, Suite 512, Frankfort KY 40601, United States company United States SSP America DAL, LLC Inactive Good Coffee PDX, LLC 70% 1999 Bryan St., Suite 900, Dallas, TX 75201-3136, United States company 780 Commercial ST SE Ste 100 Salem, OR 97218, United States SSP America Denver, LLC 20 Harry‘s Airport 51% 7700 E Arapahoe Rd, STE 220, Centennial, CO 80112-1268, United States 334 North Senate Avenue, Indianapolis, IN 46204-1708, United States SSP America Denver C Core, LLC Jackson Airport Concessions, LLC Inactive 7700 E Arapahoe Rd, STE 220, Centennial, CO 80112-1268, United States CT Corporation System, 1200 S. Pine Island Road, company SSP America DFW, LLC 51% Plantation FL 33324, United States CT Corporation System, 1999 Bryan Street, Suite 900, Dallas County, LBC PDX, LLC 70% Dallas TX 75201-3136, United States 780 Commercial Street, SE, Suite 100, Salem, Oregon, 97301, United States SSP America DFWI, LLC Inactive 90% Mack II SSP ATL, LLC Inactive CT Corporation System, 1999 Bryan Street, Suite 900, Dallas County, company 289 S.Culver Street, Lawrenceville, GA 30046, United States company Dallas TX 75201-3136, United States Select Service Partner LLC Inactive SSP America DTW, LLC 90% Corporation Trust Center, 1209 Orange Street, Wilmington, company 40600 Ann Arbor Rd, E STE 201, Plymouth, MI 48170-4675, United States New Castle DE 19801, United States SSP America EWR, LLC 60% SSP America ABQ, LLC 820 Bear Tavern Road, West Trenton, NJ 08628, United States 206 S Coronado Ave, Espanola, NM 87532-2792, United States SSP America EWR PB, LLC SSP America ATL, LLC 820 Bear Tavern Road, West Trenton, NJ 08628, United States 289 S.Culver Street, Lawrenceville, GA 30046, United States SSP America FAT, LLC SSP America AZA, LLC Inactive 330 N Brand Blvd, STE 700, Glendale, CA 91203, United States CT Corporation System, 3800 N Central Avenue, Suite 460, company SSP America GEG, LLC Phoenix AZ 85012, United States 711 Capitol Way S, Suite 204, Olympia, WA 98501, United States SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Notes to Company financial statements . Group companies continued Class and Class and Principal activity percentage of Principal activity percentage of (catering and/or shares held (100% (catering and/or shares held (100% retail concessions ordinary shares retail concessions ordinary shares unless otherwise unless otherwise unless otherwise unless otherwise Name stated) stated) Name stated) stated) SSP America Gladco, Inc SSP America MCO, LLC 65% CT Corporation System, 600 N 2nd Street, Suite 401, Harrisburg, 1200 South Pine Island Road, Plantation, Florida 33324, United States PA 17101-1071, United States SSP America MCO II, LLC Inactive SSP America GSP, LLC Inactive CT Corporation System, 1200 South Pine Island Road, Plantation, company 2 Office Park Court, Suite 103, Columbia SC 29223, United States company FL 33324, United States SSP America HOU, LLC Inactive SSP America MDW, LLC 51% 1999 Bryan Street, Suite 900, Dallas County, Dallas TX 75201-3136, company CT Corporation System, 208 SO Lasalle Street, Suite 814, Chicago, United States IL 60604, United States SSP America Houston, LLC Inactive SSP America Milwaukee, LLC 61.5% CT Corporation System, 1999 Bryan Street, Suite 900, Dallas County, company CT Corporation System 301 S. Bedford Street, Suite 1, Madison WI 53703, Dallas TX 75201-3136, United States United States SSP America IAD, LLC SSP America MSN, LLC 90% 4701 Cox Road, Suite 285, Glen Allen, Virginia 23060, United States CT Corporation System 301 S. Bedford Street, Suite 1, Madison WI 53703, 20 United States SSP America IAH CT Corporation System, 1999 Bryan Street, Suite 900, Dallas County, SSP America MSP, LLC 80% Dallas TX 75201-3136, United States 1010 Dale Street N, St Paul, MN 55117-5603, United States SSP America IAH ITRP, LLC Inactive SSP America MSY, LLC Inactive 1999 Bryan St, Suite 900, Dallas, Texas 75201, United States company 3867 Plaza Tower Dr, Baton Rouge, LA 70816-4378, United States company SSP America, Inc. SSP America OAK, LLC 65% 330 N Brand Blvd., Glendale, California, United States 330 N Brand Blvd, STE 700, Glendale, CA 91203, United States SSP America IND, LLC 70% SSP America OKC, LLC Inactive 334 North Senate Avenue, Indianapolis, IN 46204-1708, United States 1833 South Morgan Road, Oklahoma City, OK 73128, United States company SSP America IND HC, LLC Inactive SSP America ONT, LLC 334 North Senate Avenue, Indianapolis, IN 46204, United States company 330 N Brand Blvd, STE 700, Glendale, CA 91203 SSP America JFK, LLC 82% SSP America PDX, LLC 80% 28 Liberty Street, New York, NY 10005, United States 780 Commercial Street SE, STE 100, Salem, OR 97301 SSP America JFK T5, LLC SSP America PHL, LLC 70% 28 Liberty Street, New York, NY 10005, United States 600 N. 2nd Street, Suite 401, Harrisburg, Pennsylvania 17101-1071 SSP America KCGI JFK T7, LLC 55% SSP America PHX, LLC 77.7% 28 Liberty Street, New York, NY 10005, United States 3800 N. Central Avenue, Suite 460, Phoenix, AZ 85012, United States SSP America KCI, LLC Inactive SSP America PHX T3, LLC 57.7% 120 South Central Avenue, Clayton, MO 63105, United States company 3800 N. Central Avenue, Suite 460, Phoenix, AZ 85012, United States SSP America LBB, LLC SSP America PIE, LLC 80% 1999 Bryan St., Suite 900, Dallas, TX 75201-3136, United States CT Corporation System, 1200 South Pine Island Road, Plantation, FL 33324, United States SSP America LGA, LLC 70% 28 Liberty Street, New York, NY 10005, United States SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Notes to Company financial statements . Group companies continued Class and Class and Principal activity percentage of Principal activity percentage of (catering and/or shares held (100% (catering and/or shares held (100% retail concessions ordinary shares retail concessions ordinary shares unless otherwise unless otherwise unless otherwise unless otherwise Name stated) stated) Name stated) stated) SSP America RDU, LLC 62.8% SSP America SNA, LLC Inactive CT Corporation System, 160 Mine Lake Court, Suite 200, Corporation Trust Center, 1209 Orange Street, Wilmington, company Raleigh NC 27615-6417, United States New Castle DE 19801, United States SSP America RSW, LLC SSP America SRQ. LLC 1200, South Pine Island Road, Plantation FL 33324 United States 1200 South Pine Island Road, Plantation, Florida 33324, United States SSP America SAN, LLC 70% SSP America STS LLC Inactive 330 N Brand Blvd., STE 700 Glendale, CA 91203, United States 330 N Brand Blvd, STE 700, Glendale, CA 91203, United States company SSP America SAN T1, LLC SSP America Tampa, LLC 52% 330 N Brand Blvd., STE 700 Glendale, CA 91203, United States CT Corporation System,1200 S Pine Island Road, #250, Plantation FL 33324, United States SSP America SAT, LLC Inactive 1999 Bryan Street, Suite 900, Dallas County, Dallas TX 75201, company SSP America Texas, LLC United States 1999 Bryan St., Suite 900, Dallas, TX 75201-3136, United States SSP America SEA, LLC 51% SSP America Texas, Inc. Holding CT Corporation System, 711 Capitol Way S, Ste 204, Olympia, CT Corporation System, 1999 Bryan Street, Suite 900, Dallas County, company WA 98501-1267, United States Dallas TX 75201-3136, United States 3 SSP America SEA II, LLC Inactive SSP America (USA), LLC Holding CT Corporation System, 711 Capitol Way S, Ste 204, Olympia, company Corporation Trust Center, 1209 Orange Street, Wilmington, company WA 98501-1267, United States New Castle DE 19801, United States SSP America SFB, LLC 55% SSP D&B DFW, LLC 60% 1200 South Pine Island Road, Plantation FL 33324, United States 1999 Bryan Street, Suite 900, Dallas County, Dallas TX 75201, United States SSP America SFO, LLC 90% 19 330 N Brand Blvd, STE 700, Glendale, CA 91203, United States SSP Four Peaks PHX, LLC 69.9% CT Corporation System, 3800 N Central Avenue, Suite 460, SSP America SJC, LLC 55% Phoenix AZ 85012, United States 330 N Brand Blvd, STE 700, Glendale, CA 91203, United States SSP Hudson BNA Concessions, LLC Inactive SSP America Sky Gamerz ATL, LLC Inactive 51% 300 Montvue Road, Knoxville, Tennessee 37919, United States company 289 S.Culver Street, Lawrenceville, GA 30046, United States company SSP America Hudson SAT, LLC Inactive SSP America Sky Gamerz SEA, LLC Inactive 80% 1999 Bryan Street, Suite 900, Dallas County, Dallas TX 75201, company 711 Capitol Way S, Suite 204, Olympia WA 98501, United States company United States SSP America SLC, LLC 60% 1108 East South Union Avenue, Midvale, UT 84047, United States SSP America SMF, LLC 60% 330 N Brand Blvd, STE 700, Glendale, CA 91203, United States SSP America SMF II, LLC 330 N Brand Blvd, STE 700, Glendale, CA 91203, United States SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Notes to Company financial statements . Group companies continued Part B – Associates Class and Class and Principal activity percentage of Principal activity percentage of (catering and/or shares held (100% (catering and/or shares held (100% retail concessions ordinary shares retail concessions ordinary shares unless otherwise unless otherwise unless otherwise unless otherwise Name stated) stated) Name stated) stated) Belgium 2 Travel Food Works Private Limited 49% 6 2 Block A, South Wing,1st floor, Shiv Sagar Estate, Dr. Annie Besant Road, Railrest SA 49% Worli, Mumbai, 400018 India Rue De France 95, Be-1070 Brussels, Belgium 2,13 Travel Retail Services Private Limited 49% Cyprus Block A, South Wing,1st floor, Shiv Sagar Estate, Dr. Annie Besant Road, 2,9 Cyprus Airports (F&B) Limited 30.0% Worli, Mumbai, 400018 India Larnaca International Airport, P.O. Box 43024 6650, Larnaca, Cyprus Qatar France 6 2 Qatar Airways SSP LLC 49% 2 Epigo SAS 50% Second Floor, Building No: 272, Street No. 310, Al-Matar St., Area No. 45, Continental Square I, Batiment Uranus, 3 place de Londres, P.O Box: 47644, Doha, Qatar Aeroport Paris-Charles de Gaulle, 93290, Tremblay-en-France, France United Arab Emirates 2 Epigo Présidence Sarl Management 50% 5 2 Muffin Group LLC 25% Continental Square I, Batiment Uranus, 3 place de Londres, Services Sharjah Media City, Sharjah, United Arab Emirates Aeroport Paris-Charles de Gaulle, 93290, Tremblay-en-France, France company United States of America India 6 2,18 5 2,14 Midway Partnership, LLC 50% FLFL Travel Retail Bhubaneswar Private Limited 24.01% CT Corporation System, 208 SO Lasalle Street, Suite 814, Chicago, Knowledge House, Shyam Nagar, Off. JVLR. Jogeshwari (East), IL 60604, United States Mumbai, 400 060, India 2,18 5 2,14 PLTR-SSP @ KCI, LLC 50% FLFL Travel Retail Guwahati Private Limited 24.01% CSC-Lawyers Incorporating Service Company, 221 Bolivar Street, Knowledge House, Shyam Nagar, Off. JVLR. Jogeshwari (East), Jefferson City, MO 65101, United States Mumbai, 400 060, India 2 5 2,14 SSP America BTR, LLC 51% FLFL Travel Retail Lucknow Private Limited 24.01% 3867 Plaza Tower Dr. Knowledge House, Shyam Nagar, Off. JVLR. Jogeshwari (East), Baton Rouge, LA 70816, United States Mumbai, 400 060, India 2 5 2,14 SSP Hudson Pie Concessions, LLC 50% FLFL Travel Retail West Private Limited 24.01% Corporation Service Company, 1201 Hays Street, Tallahassee, FL 32301, Knowledge House, Shyam Nagar, Off. JVLR. Jogeshwari (East), United States Mumbai, 400 060, India 2,24 GMR Hospitality Limited Inactive 14.7% BCCL, Times Internet Building, Second Floor, Plot No. 391, company Udyog Vihar Phase - III Gurugram Gurgaon 122016 India 5 2 Muffin Design Solutions Private Limited Design and 25% No F-7 NVT Arcot Vaksanna Sarjapur, Attibelle Road, architectural Sariapur, Bangalore, KA 562125, India services 2,25 Tabemono True Aromas Private Limited Inactive 12.2% Adani Corporate House, Shantigram, S G Highway, Khodiyar, Gandhinagar, Gandhi, Nagar, GJ 382421, India SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Notes to Company financial statements . Group companies continued Subsidiary undertakings exempt from audit Part C – Other Investments The following subsidiaries, all of which are incorporated in England and Wales, are exempt from the Principal activity Class and percentage (catering and/or of shares held (100% requirements of the Companies Act relating to the audit of individual accounts by virtue of retail concessions ordinary shares* section A of that Act. unless otherwise unless otherwise Name stated) stated) Company Company Registration Number 22 2 KCorp Charitable Foundation N/A SSP Asia Pacific Holdings Limited 06180177 Shop 1, Floor G, Rashid Mansion, Dr Annie Besant Road, Lotus Junction, SSP Bermuda Holdings Limited 11815274 Worli, MUMBAI Maharashtra 400018 India SSP Euro Holdings Limited 08654008 Notes SSP Financing No. 2 Limited 09113371 * Ordinary shares includes references to equivalent in other jurisdictions. SSP Group Holdings Limited 05736092 SSP has control over the relevant activities of these entities including establishing budgets and operating plans, appointment of key management personnel and ongoing review of performance and reporting procedures, and as such meets the consolidation requirements of IFRS SSP South America Holdings Limited 11508434 ‘Consolidated Financial Statements’. SSP does not have control as defined by IFRS ‘Consolidated Financial Statements‘. Includes of preference shares. Holding held directly by the Company. This undertaking has a March year end. These undertakings have a December year end. of the shares are held by Select Service Partner Co. Limited (Thailand). of the shares are held by Select Service Partner Philippines Corporation. . of the shares are held by SSP Louis Airports Restaurants Limited. of the shares are held by Travel Food Services Private Ltd. of the shares are held by Travel Food Services Private Ltd. of the shares are held by Travel Food Services Global Private Ltd (Mauritius). . of the shares are held by Travel Food Works Private Ltd. of the shares are held by Travel Retail Services Private Ltd. . of the shares are held by Travel Food Services Private Ltd. of the shares are held by the other shareholder as bare nominee. of the shares are held by SSP America RDU, LLC. of the Class A shares are held by SSP America, Inc. of the shares are held by SSP America PHX, LLC. The principal place of business of the unincorporated entities in the USA is Bashan Drive, Suite , Ashburn, VA , USA. of the shares are held by the other shareholder as bare nominee. This company has no share capital but it has corporate members which include Travel Food Services Private Ltd, Travel Food Services Chennai Private Ltd, Travel Food Services Kolkata Private Ltd, Travel Food Services (Delhi) Private Ltd and Travel Retail Services Private Ltd. . of the ordinary shares and of the preference shares are held by SSP Asia Pacific Holdings Limited and . of the ordinary shares are held by Travel Food Services Private Ltd. . of the ordinary shares are held by Travel Food Services Private Ltd. . of the ordinary shares are held by Travel Food Services Private Ltd. SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Glossary ABC Anti-bribery and corruption H&S Health and Safety AGM Annual General Meeting HY Half Year APAC Asia Pacific IEA International Energy Agency APM Alternative performance measure IFRS International Financial Reporting Standards AI Artificial Intelligence ISA (UK) International Standards on Auditing (UK) Articles the Company’s Articles of Association JV partners Non-controlling owners in non-wholly owned subsidiaries BEIS The Government Department for Business, Energy and Industrial Strategy KPIs Key performance indicators BK Burger King LFL Like-for-like c. circa LGBT+ Lesbian, Gay, Bisexual, Transgender plus COe Carbon dioxide equivalent M&A Mergers and acquisitions CGU Cash generating unit M&S Marks and Spencer CSA Control Self-Assessment MSAs Motorway Service Areas DACH Germany, Austria and Switzerland MTP Medium term plan DE&I Diversity, Equity & Inclusion NED Non-executive director DSBP Deferred Share Bonus Plan NGO Non-government organisation DTRs Disclosure Guidance and Transparency Rules of the FCA NGFS Network of Central Banks and Supervisors for Greening the Financial System EBITDA Earnings before interest, tax, depreciation and amortisation NPA Note Purchase Agreement EEME Eastern Europe and Middle East OAT Order at Table ENED Non-Executive Director for Workforce Engagement Own brands SSP’s proprietary brands and bespoke concepts that SSP operates ESEF European Single Electronic Format Pre-IFRS 16 underlying EBITDA adjusted for the impact of IFRS 16 and any non-underlying items EBITDA ESG Environmental, Social, and Governance PSP Performance Share Plan F2F Farm to Fork PY Prior year F&B Food and Beverage RSP Restricted Share Plan FAWC Farm Animal Welfare Council SASB Sustainability Accounting Standards Board FDA Food and Drug Administration SBTi Science Based Targets Initiative FLSA Fair Labour Standards Act SDGs UN’s Sustainable Development Goal Franchise Brands Brands franchised from other brand owners SEDEX Supplier Ethical Data Exchange FRC Financial Reporting Council TCFD Task Force on Climate-related Financial Disclosures FTE Full time equivalents TFS Travel Food Services Private Limited FY22 Financial year 2022 UAE United Arab Emirates FY23 Financial year 2023 UK&I United Kingdom and Ireland GAP Group Authorisation Policies UNHCR UN Refugee Agency GDPR General Data Protection Regulation USPP US Private Placement GHG Greenhouse Gas WiHTL Welcoming Everyone in Hospitality, Travel and Leisure GRI Global Reporting Initiative SSPGroupplcAnnualReportOverviewStrategicreportCorporategovernanceFinancialstatements Company information Forward-looking statements SSP Group plc Certain information included in this Annual Report and Accounts is forward looking and involves risks, Jamestown Wharf assumptions and uncertainties that could cause actual results to differ materially from those Jam32 Jamestown Road expressed or implied by forward-looking statements. London NW 1 7HW Forward-looking statements cover all maers which are not historical facts and include, without limitation, projections relating to results of operations and financial conditions and the Company’s + and/or the Group’s plans and objectives for future operations, including, without limitation, www.foodtravelexperts.com discussions of expected future revenues, financing plans, expected expenditures and divestments, risks associated with changes in economic conditions, the strength of the food and support services Company number: 5735966 markets in the jurisdictions in which the Group operates, fluctuations in food and other product costs and prices and changes in exchange and interest rates. Forward-looking statements can be identified Investor relations by the use of forward-looking terminology, including terms such as ‘believes’, ‘estimates’, ‘anticipates’, + ‘expects’, ‘forecasts’, ‘intends’, ‘plans’, ‘projects’, ‘goal’, ‘target’, ‘aim’, ‘may’, ‘will’, ‘would’, ‘could’ or ‘should’ [email protected] or, in each case, their negative or other variations or comparable terminology. Forward-looking statements in this Annual Report and Accounts are not guarantees of future performance. All Media relations forward-looking statements in this Annual Report and Accounts are based upon information known press.offi[email protected] to the Company on the date of this Annual Report and Accounts. Accordingly, no assurance can be given that any particular expectation will be met and readers are cautioned not to place undue reliance on Recruitment forward-looking statements, which speak only at their respective dates. www.careers.foodtravelexperts.com Additionally, forward-looking statements regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. Other than in accordance with its legal or regulatory obligations (including under the UK Listing Rules and the Disclosure Guidance and Transparency Rules of the Financial Conduct Authority), the Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. Nothing in this Annual Report and Accounts shall exclude any liability under applicable laws that cannot be excluded in accordance with such laws. Designed and produced by Gather www.gather.london Printed by Pureprint Pureprint are a CarbonNeutral ® company with FSC ® chain of custody and an ISO certified environmental management system diverting of dry waste from landfill. This Report has been printed on Magno Satin and Revive Offset. Magno Satin is an FSC ® certified paper from well-managed forests and other responsible sources. Revive Offset is an FSC ® recycled paper made from post-consumer waste. The manufacturing mill is ISO registered and is Forest Stewardship Council ® (FSC ® ) chain-of-custody certified. SSP Group plc Jamestown Wharf Jamestown Road London NW HW + www.foodtravelexperts.com Company number:
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