Glanbia plc | Annual Report and Financial Statements 2023
Nutrition
Glanbia plc
Annual Report and
Financial Statements 2023
Better
Glanbia is a Better Nutrition company, the home
of consumer brands and ingredients that nourish
millions around the world.
We know that people want to live full, healthy lives.
To reach their performance goals, recover quickly, and stay
strong, at any age. Better living requires better nutrition –
and Glanbia delivers just that.
Leveraging strong market positions, driving innovation in our sales and marketing
processes, and operational excellence are all hallmarks of Glanbia. Driven by our
agile business model we continue to deliver for all our stakeholders.
Discover more about our
performance on pages -.
Performance
Discover more about our
sustainability goals on pages -.
At Glanbia, we aim to lead by example. To make an impact. As a global leader in
nutrition, we have opportunities—and responsibilities—to show how business can
be done better.
Impact
Discover more about our
business on pages -.
The Glanbia Group comprises Glanbia Performance Nutrition, Glanbia Nutritionals and
strategic cheese joint venture operations. We offer an incredible breadth of expertise in
protein nutrition and we are home to Optimum Nutrition – the no. 1 sports nutrition brand
in the world.
Nutrition
Delivering…
Glanbia plc | Annual Report and Financial Statements
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Contents
Strategic Report
Highlights 02
At a glance 04
Investment case 06
Group Chairman’s statement 10
Chief Executive Officer’s review 12
Strategy 15
Market trends and growth drivers 19
Our Business Model 22
Key performance indicators 24
People 28
Operations review 32
Chief Financial Officer’s review 40
Sustainability review 46
Task Force on Climate-related
Financial Disclosures 64
Risk management 72
Principal risks and uncertainties 76
Directors’ Report
Corporate Governance Report 86
Board of Directors and
Senior Management 88
Audit Committee Report 109
Environmental, Social and Governance
Committee Report 116
Nomination and Governance
CommitteeReport 121
Remuneration Committee Report 126
Statutory information and
Forward-looking statement 150
Directors’ Responsibility Statement 166
Financial Statements
Independent Auditor’s Report 169
Group financial statements 180
Notes to the financial statements 185
Company financial statements 245
Notes to the Company
financial statements 247
Other Information
Glossary of non-IFRS
performance measures 252
Shareholder information 261
Contacts 265
For definitions and more information on constant
currency and other performance measures see the
glossary on pages 252-260.
Find us online
Our online report is available at
www.glanbia.com/annualreport
@Glanbiaplc @Glanbia
Glanbia plc | Annual Report and Financial Statements
“2023 was another year of strong performance for Glanbia
plc, with the Group delivering record earnings in terms of
adjusted earnings per share. I look forward to leading the
Group in its next phase of growth.”
Hugh McGuire
Chief Executive Officer
Revenue
$5.4bn
2022: $5.9bn
reduction of $0.5bn
Profit after tax
$347.7m
2022: $210.3m
+$137.4m
Adjusted EPS ($)
131.37c
2022: 109.57c
+19.9%
1
/ +20.5%
2
Return on Capital Employed
12.2%
2022: 10.7%
+150bps
EBITA (pre-exceptional)
$424.0m
2022: $365.7m
+15.9%
1
/ +16.4%
2
Basic EPS ($)
130.41c
2022: 76.55c
+70.4%
1
/ +71.7%
2
OCF³ conversion
90.4%
2022: 85.7%
increase of 470bps
Net debt
$248.7m
2022: $490m
reduction of $241.3m
1. Reported currency
2. Constant currency
3. Operating cash flow
Highlights
Financial Highlights (based on continuing operations)
Glanbia plc | Annual Report and Financial Statements
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Health and safety
Lost time case rate
5%
improvement versus 2022
Scope 1 & 2
GHG emissions
15.9%
reduction versus 2022
Employee
engagement score
72 pts
increase of 1 point versus 2022
Non-Financial Highlights
Glanbia plc | Annual Report and Financial Statements
At a glance
OUR MARKETS
Focus on healthy living
As the foundation for healthy living has shifted to
prevention, consumers increasingly make food and
beverage choices based on health, nutritional benefit,
functionality, energy and immunity.
Increased trust in established brands
Consumers are loyal to established and trusted brands
in performance and lifestyle nutrition.
Mass appeal of protein
The functional and nutritional benefits of protein are
now recognised by a wide consumer set.
The rise of plant-based diets
Plant-based protein appeals to three growing consumer
cohorts: flexitarian, vegetarian and vegan.
Provenance and sustainability focus
Consumers want to know much more about ingredient
sourcing and want to understand the food system
better, rather than be passive participants in it.
Customers want sustainability embedded in the supply
chain.
Acceleration of eCommerce
eCommerce has emerged as the trend of the 2020s
with penetration and usage accelerating at pace.
Read more in ‘market trends and
growth drivers’ on pages: -.
Serving growing
consumer trends
* Including joint venture operations.
Glanbia is a Better Nutrition
company whose purpose is to
deliver better nutrition for every
step of life's journey. We employ over
5,500* people across 30 countries
and our brands and ingredients
reach millions of people every day.
OUR PURPOSE
Delivering
Better
Nutrition
Glanbia plc | Annual Report and Financial Statements
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Our purpose, vision, and values
provide focus and direction for the
organisation and guide us in our
business interactions.
Our diverse, engaged and energetic
workforce drive our strategy to
deliver better nutrition every day.
Nutrition focused
brands and ingredients
OUR CULTURE & VALUESROUTES TO MARKET
Customers' champion
We are the customers’ champion. Our customers
and consumers do not just choose us once but
rely on us delivering for them again and again.
Performance matters
We are committed to the highest standards of
performance in quality, consistency and safety.
We are not just delivering better nutrition but
delivering it better every day.
Find a better way
The drive to constantly improve is in our DNA.
It leads us to innovate and collaborate. It has
fuelled acquisitions, partnerships, new products
and smarter ways of working.
Winning together
We expect a lot from our people and oer much
in return. We nurture individuals but encourage
everyone to work together. Winning is great,
but together we are more.
Showing respect
Respect underpins everything we do. Caring for
people and the planet is embedded in the fabric
of our business. Respect builds a better future
for everyone and is vital for our success.
2023 Revenue
$1,795.6m
2023 Revenue growth
+4.8% cc
²
2023 Revenue
$3,629.8m
2023 Revenue decline
(14.2)% cc
²
Specialty nutritional
ingredients
Consumer branded
products
Read more about our consumer brands
on pages: -.
by Glanbia Nutritionals
US supplier of whey protein isolate
global leader of custom premix solutions
supplier of American-style cheddar cheese
Glanbia Nutritionals’ (“GN”) Nutritional Solutions (“NS”)
is a leading provider of both bespoke customised premix
solutions and whey protein isolate.
GN’s US Cheese business is the number one marketer
of American-style cheddar cheese.
by Glanbia Performance Nutrition
global sports nutrition brand
A portfolio of leading brands
in performance and lifestyle nutrition.
Read more about our functional ingredients
and solutions on pages: -.
Better Nutrition
1. Source: Euromonitor
2. Constant currency
Glanbia plc | Annual Report and Financial Statements
Key strengths and unique
competitive advantage will
drive sustainable growth
Investment case
A simplified strategy,
focused on better
nutrition
Glanbia has a unique portfolio
of Better Nutrition brands and
ingredients, which address
growing consumer demand
in major healthy nutrition
categories. Our brands and
ingredients play into the
growing market trends of
active lifestyles and health
and wellbeing, which have a
combined total addressable
market of $96bn*. Our core
strategy is focused on
delivering growth through our
Better Nutrition portfolio of
brands and ingredients.
Discover more on pages -.
1
Serving strong
consumer trends
through brands
and ingredients
In today’s world, consumers are
seeking authentic brands and
ingredients that focus on
performance, healthy lifestyles,
weight management and
boosting immunity. Individuals
and governments now recognise
that prevention is better than
medication and consumers
are reacting to that by taking
personal accountability for their
own health and wellbeing, and we
can be with them on that journey.
Discover more on pages -.
2
Sustainable
operations
Our ESG strategy has been fully
integrated into our business
model and targets. Our
sustainability strategy outlines
ambitious goals across our
priority areas – carbon, waste,
water and packaging. Aligned to
the UN Sustainable Development
Goals, we have committed to the
Science-Based Targets initiative
and are very clear on our
roadmap for achieving our
targets.
Discover more on pages -.
3
* Source: Euromonitor. Glanbia team analysis.
Glanbia plc | Annual Report and Financial Statements
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Focused operating
model
We have optimised our business
for maximum long-term value
through disciplined and focused
capital allocation. We have
simplified our operating model
to focus on brand development
and nutrition solutions innovation.
Our strong results in recent years
highlight the strength of our
business, the diversity of our
products and markets, our
geographic spread, robust
financing and an organisational
design that permits fast and agile
decision-taking.
Discover more on pages -.
Strong culture
and values
We are a purpose-led business,
committed to building an
inclusive culture that empowers
our people to thrive. Our diverse
and engaged workforce drive
our strategy to deliver better
nutrition every day. We listen to
our stakeholders, our employees,
our investors, our consumers and
customers to craft and deliver on
our strategy.
Discover more on pages -.
6
5
Financial capacity
We have a strong balance
sheet, earnings growth, and
cash conversion, all facilitating
investment and shareholder
returns. 90% of Group EBITA is
now delivered through our
Better Nutrition growth
platform of Glanbia
Performance Nutrition and GN
Nutritional Solutions. Improving
the operational, commercial
and financial performance of
our business has helped us
maximise long-term value and
deliver superior returns.
Discover more on pages -.
4
Glanbia plc | Annual Report and Financial Statements
Delivering
Nutrition
Our focus on delivering our Better Nutrition
strategy has enabled us to consolidate
into our two core growth platforms;
Glanbia Performance Nutrition and
Glanbia Nutritionals.
There is a strong complementary
thread of protein nutrition
expertise across both our
businesses enabling us to
deliver a range of leading consumer
brands and protein ingredient
solutions.
Discover more on pages -.
Glanbia plc | Annual Report and Financial Statements
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Continuous Innovation
Glanbia takes a strategic
approach to innovation
that’s collaborative, agile
entrepreneurial, and
continuous.
Consumer Trends
Our portfolio of brands and ingredients play
into attractive consumer nutrition trends
around performance, health and wellness.
Chief Executive Officer’s review
“Glanbia had an excellent performance in
2023, delivering double-digit earnings
growth and outperforming all of our
ambitious Group targets, set out at our
2022 Capital Markets Day.”
Hugh McGuire
CEO
Glanbia plc
People
We are a purpose-led business, committed to
building an inclusive culture that empowers our
people to thrive.
Discover more on pages -.
Discover more on pages -.
Discover more on pages
and .
Discover more on pages -.
Glanbia plc | Annual Report and Financial Statements
Group Chairman’s statement
“I am delighted to report that Glanbia enters 2024 in
great shape. Our portfolio of exciting consumer
performance nutrition and lifestyle brands and
nutritional ingredients leave us well positioned to
sustain our growth momentum.”
A year of double
digit growth
Dear Shareholder,
A thank you to Siobhán Talbot
It is impossible to reflect on the past year
without first talking to the retirement of
our Group Managing Director, Siobhán
Talbot. Siobhán’s leadership defined
the last decade of Glanbia. Siobhán
led the creation of a focused business,
with a defined purpose, strong values,
aligned with growing consumer trends;
and a clear ambition for growth. These
are all key parts of her distinguished
legacy. A deeply principled and values-
driven leader, her vision to reshape
the business and its culture has been
pivotal in positioning Glanbia as a
global leader in the world of better
nutrition. On behalf of the Board, I would
like to take this opportunity to thank
Siobhán most sincerely for her very
significant contribution over more than
three decades. On behalf of everyone
connected with Glanbia, we wish Siobhán
and her family every success and
happiness in the future.
Welcoming our new CEO
Hugh McGuire
A key role of the Board is to ensure there
are appropriate succession plans in
place for Board and senior management
roles. The Board diligently planned
for Siobhán’s succession, and we are
delighted that our process resulted in
the internal promotion of a leader of
Hugh McGuire’s calibre. Hugh, who took
over as CEO on 1 January 2024, has been
a highly valued member of Glanbia’s
Executive team for ten years. He has
deep consumer and ingredients industry
expertise as well as proven strategic
capabilities and a clear ability to build
and lead teams. I have no doubt that
Glanbia is in the right hands for the next
phase of its growth.
Donard Gaynor
Group Chairman
Glanbia plc | Annual Report and Financial Statements
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Our “Better Nutrition” strategy
The Board is strongly supportive of
Hugh’s commitment to the Company’s
three-year strategic vision which was
set out at our Capital Markets Day
(“CMD”) in November 2022. This “Better
Nutrition” strategy seeks to create and
sustain long-term shareholder returns
while building a responsible Company
guided by a strong sense of purpose. I
am pleased to report that in 2023 we
updated the market and raised our
adjusted EPS guidance three times from
5-10% to 17-20% and exceeded all of our
ambitious Group targets as set out at the
CMD in November 2022. (See page 14.)
While 2023 was again a year of broad
uncertainty with major economies facing
the challenge of inflation, cost-of-living
pressures and geopolitical uncertainty, as
ever my colleagues throughout Glanbia
responded to this operating environment
with agility and resilience. This spirit of
entrepreneurialism coupled with our
strong brands, ingredients and business
continued to drive double-digit earnings
growth in 2023.
Profit, cash and return on capital
employed (“ROCE”) all grew in 2023.
Pre-exceptional Group EBITA increased
by 16.4%, constant currency, to $424.0
million (+15.9% reported). ROCE, a key
metric for the Group, was 12.2% and our
strong Operating Cash Flow conversion
continued at 90.4%.
During the year, we also continued to
evolve our portfolio with the disposal of
our interest in the Glanbia Cheese UK
and EU joint ventures and the acquisition
of a bioactive ingredient business within
our Glanbia Nutritionals portfolio. Our
strategy to simplify our organisation
and focus on our two growth platforms
is serving us well and strengthening our
position as a global nutrition leader.
The fundamentals of the health and
nutrition categories in which we
play, remain attractive. The growth
of the health and wellness industry
and the growing desire amongst all
demographics for a more active lifestyle
are long-term, sectoral trends in which
we continue to focus.
Dividends
In testament to the strength of the
business, the Board believes it is
appropriate for Glanbia to deliver a
strong dividend for 2023. The Board is
recommending a final dividend of 21.21
euro cent per share for the year ended
30 December 2023. This brings the total
dividend per share for the year ended
30 December 2023 to 35.43 euro cent
per share, up 10% on the previous year.
The Board will continue to review the
availability of surplus cash and capital in
accordance with the Group’s policies on
financial leverage and capital allocation.
In 2023, we spent €100m on share
buybacks with an additional buyback
announced in February 2024.
Board and leadership changes
We have significantly refreshed the
composition of the Board over the past
number of years, to ensure we reflect an
appropriate mix of skills, experience and
diversity to suit the evolving nature of the
business and the expectations of society.
The reduction in the representation of
Tirlán Co-operative Society Limited
(the “Society”) to three in 2023, has also
enabled us to achieve greater diversity.
Patsy Ahern and John Murphy retired
from the Board on 4 May 2023. In addition
to retiring as Group MD, Siobhán also
stepped down from the Glanbia Board on
31 December 2023. I thank them for their
extensive contribution. On 1 June 2023,
we were delighted to appoint Gabriella
Parisse to the Board as an Independent
Non-Executive Director. Gabriella
also joins the Board’s Development
Committee. Gabriella brings to the
Glanbia Board significant experience in
consumer brand development, the food
ingredients industry, innovation and
strategic leadership of multinational
businesses. (See page 91 for biography).
We also made a number of changes
to our Committees. On 30 December
2023, Róisín Brennan succeeded Dan
O’Connor as Senior Independent Director
and Dan replaced myself as Chair of the
Environmental Social and Governance
(“ESG”) Committee.
As mentioned earlier, the most important
change made to the management of
our business was the appointment of
Hugh McGuire as Group CEO. Following
Hugh’s appointment, Steve Yucknut was
appointed CEO of Glanbia Performance
Nutrition (“GPN”). Steve previously held
the position of President, GPN Americas,
having joined GPN as Chief Operating
Ocer in 2015.
Furthermore in 2023 we saw the
retirement of our Chief ESG and
Corporate Aairs Ocer Michael Patten.
I would like to thank Michael for his work
and commitment to Glanbia and wish
him well in his retirement. Given the
importance of ensuring the delivery of our
ESG agenda, our Chief Financial Ocer
Mark Garvey has now been appointed to
the ESG Committee.
Connecting our purpose
to strategy
As a global nutrition company, Glanbia
has an important role to play in the
changes required to tackle the global
food challenges we all face. “Delivering
Better Nutrition for every step of life’s
journey” is our purpose and we have put
this into action by establishing ambitious
targets that ensure impact beyond profit.
We’ve demonstrated our purpose through
partnerships and commitments that are
making a dierence to our people and
planet, accelerating our sustainable
nutrition impact, and that of our customers.
Our focus on our sustainability strategy
“Better Nutrition, Better World” is
testament to our purpose. Together, they
inform our innovation and acquisition
strategies – driving us to invest in
markets and technologies where we can
make the greatest impact towards our
sustainability goals.
Employee engagement
As lead Board member for workforce
engagement, I engaged with hundreds
of colleagues across Europe, the US and
Asia. I continue to be impressed by their
passion. That passion was reflected
once again in the results of our annual
‘Your Voice’ employee survey. Employee
engagement remains very high at 72
points, up one point on last year. I believe
that our culture is a major dierentiator
for Glanbia and a significant source of
our ongoing competitive advantage.
Summary
As a Board we continue to have a
clear focus on maximising long-term
shareholder value. I have no doubt that
Hugh will continue to drive a strong
values-led business, embedding a culture
that enables the business to innovate
and act with agility in a fast-paced,
interconnected world. We are building on
firm foundations to create the conditions
for long-term sustainable growth and
outperformance. Like every business,
we will face challenges ahead but our
continued investment in our brands
and ingredients, coupled with our deep
understanding of our consumers and
customers, positions us well to capture
opportunities in a market we believe has
very attractive fundamentals.
Donard Gaynor
Group Chairman
Glanbia plc | Annual Report and Financial Statements
Chief Executive Officer’s review
Creating value.
Delivering growth.
Dear Shareholder,
I am honoured to have been appointed
CEO of Glanbia plc at a moment of great
potential for our organisation.
Firstly, I would like to pay tribute to my
predecessor Siobhán Talbot, who leaves
Glanbia in a very strong position for
future growth. I look forward to building
on her legacy and I want to thank her
sincerely for her counsel, support and her
unwavering commitment to the growth
and continued strategic evolution of
Glanbia. On behalf of myself and all her
colleagues in Glanbia, we wish her the
very best in her retirement.
Delivering our Better
Nutrition strategy
Glanbia operates in a sector that is
closely aligned to my own passions
and values. The Group’s portfolio of
better nutrition brands and ingredients
continues to resonate strongly with
consumers seeking health and wellness,
with a particular focus on protein.
Over the past decade, the Group
has been simplified to focus on our
two growth platforms of Glanbia
Performance Nutrition (“GPN”) and
Glanbia Nutritionals (“GN”) both of which
have market leading positions.
In 2022, we laid out a clearly defined
three-year “Better Nutrition” strategy
for our next phase of sustainable growth
and to date, we are outperforming on all
of these ambitious Group targets. (See
page 14.)
Growth is my number one priority and
in 2023 the Group performed very
well, delivering double-digit earnings
growth with a very strong operational
and financial performance despite a
continuously volatile and inflationary
environment. In 2023, adjusted EPS rose
by +20.5% constant currency to 131.37c.
Pre-exceptional profit rose to $298.1m, an
increase of 20.2% reported.
Hugh McGuire
CEO
Glanbia plc
“I am delighted to be introducing Glanbia’s 2023 Annual
Report, my first as CEO. Glanbia is an exceptional business
with market leading positions in key branded and nutritional
ingredients markets. It was particularly pleasing to see
Optimum Nutrition, our flagship global brand, break through
$1bn in sales in 2023 with lots of headroom for further growth.
We have great people, who are passionate about the needs
of our customers and consumers. I’m proud to be leading
such a team and I am excited about the growth potential for
our portfolio of great brands and ingredients.”
Glanbia plc | Annual Report and Financial Statements
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“We have set out a clearly defined three-
year “Better Nutrition” strategy for our
next phase of sustainable growth and to
date, we are outperforming on all of
these ambitious Group targets.”
This speaks to the strength of our brands
and ingredients, as well as to the quality
of our execution across all our markets,
where we have increased investment in
our market teams over recent years.
In this era of higher interest rates, the
ability of Glanbia to generate cash
remains strong, with the Company
achieving a cash conversion ratio
of 90.4% in 2023. This strong cash
performance allowed us to increase
the dividend by 10% and to return €100
million to shareholders via a share
buyback programme in 2023.
In the medium term, my focus is to
continue to build on and deliver our
“Better Nutrition” strategy which centres
on three distinct priorities: grow the core;
optimise our business; and disciplined
capital allocation. (See pages 15-18.)
Working together as one Glanbia –
across regions, businesses and functions,
we will continue to drive growth across
the organisation.
A focused portfolio of brands
and ingredients
In 2023, we also continued to evolve our
portfolio with the sale of our interest in
the Glanbia Cheese joint ventures, the
sale of our noncore Aseptic Solutions
bottling facility, and the acquisition of a
bioactive ingredient business within our
Glanbia Nutritionals portfolio.
As a better nutrition company, we
are committed to building a portfolio
of nutritional brands and ingredient
solutions that evolve with consumer and
customer demands across a range of
categories and occasions oering a very
attractive runway for growth.
Glanbia Performance Nutrition
GPN has a portfolio of performance
nutrition and healthy lifestyle brands that
are loved by their consumers, supported
by innovation, with strong market
positioning and brand equity investment.
We continue to increase investment in
our brands people and capabilities, as we
drive awareness and distribution globally.
In 2023, GPN saw strong like-for-like
branded revenue growth of 5.1%,
constant currency and EBITA earnings
growth of 33.7%, constant currency.
Pricing was positive reflecting the
annualisation of strategic price increases
executed in 2022. Overall volume
momentum continued to improve in GPN
through 2023, with Optimum Nutrition
(“ON”), delivering double-digit global
volume growth. EBITA margin increased
by 300bps to 14.2%. This was driven by
our continued focus on revenue growth
management initiatives, operational
eciencies and margin optimisation.
We also increased brand and marketing
investment by over 200bps prioritising
our growth brands: ON, Isopure and think!
Optimum Nutrition is the world’s no.1
sports nutrition brand which became
a billion dollar brand in 2023. It now
represents over 60% of the GPN brand
portfolio and is experiencing strong
growth in all markets. We continue to
increase investment support behind the
brand to drive awareness, distribution
gains and volume growth. We are
excited about the latest campaign
under Optimum Nutrition’s “More of You
in You” communications platform that
launched in January 2023. “Unlock More
You” will run in all supported markets and
will feature on national television in the
US and the UK. Optimum Nutrition has
also become the ocial sports nutrition
partner of the McLaren Formula 1 team.
We see plenty of opportunities for ON
with lots of new consumers coming into
the category. (See pages 32-35.)
The trends in the healthy lifestyle
segment remain robust with strong
consumption growth across the
portfolio-Isopure, think!, and Amazing
Grass brands. The protein category
continues to resonate very strongly with
active lifestyle consumers and we are
ambitious to continue to grow this brand
portfolio in North America.
SlimFast, which now represents less than
10% of the GPN brand portfolio, continues
to be challenged as the diet category
continues to evolve. We are re-focusing
on the core proposition of high protein
meal replacement shakes in ready-to-
drink and powder formats. The increased
awareness of weight loss drugs has
contributed to the evolution of the diet
category, but we are optimistic about the
potential tailwind for our protein brands
and ingredients.
GPN has a portfolio of authentic and
unique nutrition brands that appeal
to consumers all over the world with
opportunity for growth across multiple
channels and geographies as we drive
awareness and reach.
Glanbia Nutritionals
In Glanbia Nutritionals, the customer is
at the core of everything we do, with our
unique portfolio of nutritional ingredients
and solutions combined with our deep
innovation capability driving partnerships
and collaboration with customers. GN’s
unique and premium ingredient solutions
can be found in many established
consumer brands sold all over the world
across a range of formats including
market-leading energy drinks, premium
healthy-snacking brands, including
bars and gummies, as well as leading
protein-based brands. Our Nutritional
Solutions (“NS”) revenue declined by
14.9%, constant currency, driven by a 9%
decline in price, a 3.3% decline in volume
and a decline of 2.6% driven by the net
impact of acquisitions and disposals.
The price decline was driven by dairy
market pricing, with positive pricing in
the custom premix solutions business.
The volume decline was driven largely by
customer supply chain rebalancing in the
custom premix solutions business. Overall
volume trends continued to improve
during the period, with good demand for
protein underpinning NS volume growth
in the second half of the year.
Our combined US Cheese business
and US JV operations make us the no.
1 supplier of American-style cheddar
cheese. Our US Cheese and US JV
delivered a strong performance driven
through solid operational eciencies.
Our focus is on earnings and cash flow for
this business.
Our most recent acquisitions Sterling
Technology and the B2B business of
PanTheryx are exciting additions to
our portfolio of nutritional ingredients,
building out our dairy bioactive
platform with their colostrum-enriched
nutraceuticals that support gut health
and help strengthen immune systems.
We will continue to build on our core
strength in custom premix solutions, scale
Glanbia plc | Annual Report and Financial Statements
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Nutrition
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our extensive protein capability, and
bolster our deep expertise in the healthy
snacking space.
Future growth opportunities
The positive global trends around
performance health and wellness
continue to underpin our “Better
Nutrition” strategy. Consumers have
never been so focused on their health
and wellbeing and want authenticity,
functionality and sustainability in what
they purchase. Our portfolio of great
brands and ingredients support these
trends. (See pages 19-21.)
As a Group, we will continue to focus on
our strategic priorities and drive growth
across our core platforms of GPN and
GN, optimise our business and drive
shareholder value. We will also continue to
invest in the business particularly the key
enablers of awareness and distribution
driving customer and consumer relevance.
The growth profile of Glanbia will continue to
be a blend of organic growth and acquisitions.
We are ambitious in M&A and currently have
debt capacity of approximately $1.3 billion.
In terms of organic growth, we have taken
Optimum Nutrition to over a billion dollars
in revenue. Within GN, we understand
protein and nutrition solutions like no other
company, and we see great opportunities
ahead.
Embedding sustainability across
the business
Guided by our strong purpose and values,
we will continue to drive the integration of
our sustainability programme across the
business through operational excellence,
innovation, and partnerships. “Better
Nutrition, Better World” is Glanbia’s global
sustainability programme and it is central
to our strategy. In 2023 we made good
progress across our ESG agenda and are
on track against our stated targets. A
key focus area for 2024 is the delivery, in
tandem with our partner suppliers, of a
Scope 3 dairy decarbonisation transition
plan. (See pages 46-71.)
Our valued people
Our people are our greatest asset. We
care for our people and we work to
foster an inclusive culture where every
employee can thrive and reach their full
potential. Supported by strong values,
employee engagement and development
opportunities, we continue to create high
performing, diverse teams that can drive and
support our growth agenda. I firmly believe
Glanbia’s success is built on the talent of our
great teams and people, with their innovative
and entrepreneurial mindset, whether it is
about driving performance, collaborating
with customers, delivering operational
excellence or building new businesses. I
would like to thank each and every one
of my colleagues for their hard work and
commitment in 2023 and I look forward to
celebrating our successes in 2024. We will
continue to deliver on our comprehensive
people agenda as outlined by our Chief
Human Resources Ocer Sue Sweem
on pages 28-31. Over 5,500 people work in
Glanbia and I look forward to working with
them to ensure they are empowered to reach
their personal and professional goals.
Looking to the future
As your newly appointed CEO, I step into the
role at a time where significant progress
has already been made in positioning
the Group for future success. While our
business is not immune to external factors
beyond our control. I am confident that our
Better Nutrition portfolio of brands and
ingredients, and our strong culture and
values, coupled with our robust financial
capacity and simplified operating model,
gives Glanbia a unique competitive
advantage that will continue to drive
sustainable growth for all our stakeholders.
Hugh McGuire
Chief Executive Officer
Chief Executive Officer’s review continued
Delivering sustainable value creation
Avg. Adj.
EPS Growth**
5-10%
Adj.
EPS Growth**
20.5%
Avg. OCF
conversion
80%+
OCF
conversion
90.4%
Avg. ROCE
10-13%
ROCE
12.2%
* Glanbia Group ambition targets as per Capital Market’s Day (“CMD”) November 2022.
** Constant Currency.
CMD Metrics* – November 2022 Metrics Delivered In 2023
Glanbia plc | Annual Report and Financial Statements
STRATEGIC
REPORT
GOVERNANCE
FINANCIAL
STATEMENTS
OTHER
INFORMATION
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Nutrition
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Strategy
Delivering on our
growth ambition
The choices we do – and don’t – make, are guided by our purpose.
Everything we do reflects our respect for each other and the earth.
Each day, we set our sights on better. With ceaseless curiosity, our
experts meet the needs of our customers and consumers, using insight
and science-led innovation to create high-quality nutrition and more
sustainable ways of doing business. As a team, we stay ahead of the
curve by asking the right questions.
Our strategy
Our defined set of strategic priorities: grow the core; optimise our business;
and disciplined capital allocation will help us to achieve our 2025 ambitions.
To support these priorities and harness Glanbia’s global growth potential,
we will continue to develop our key enablers, our world-class strategic
capabilities and our strong assets.
Our purpose: To deliver better nutrition for
every step of life’s journey.
Glanbia has evolved and grown over the past decade. Today, we are a “Better
Nutrition” company, the home of consumer brands and ingredients that nourish
millions around the world.
Disciplined capital allocationGrow the core Optimise our business
Powerful consumer trends:
Our markets have evolved and as
a Group we are evolving with them,
understanding and staying close to
our consumers and customers.
Culture and talent:
Glanbia’s culture and talent are key
sources of competitive advantage
for the Group.
Disciplined financial
management:
We invest in the future success
of our business. This investment
supports the delivery of a strong
performance and enables
sustainable growth.
Sustainable operations:
We seek to maintain a strong
position on key sustainability issues
in our sector including food safety
and quality, diversity, equity, and
inclusion and in particular our
environmental commitments.
See our business model on pages -.
Enablers
Glanbia plc | Annual Report and Financial Statements
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Nutrition
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Strategy continued
KPIs
Adjusted EPS ($)
– continuing operations
131.37c
+20.5% constant currency
GPN revenue
$1.8bn
+4.8% constant currency
GN revenue
$3.6bn
-14.2% constant currency
Key risks
• Macroeconomic headwinds impacting
demand;
• Geopolitical uncertainties may
negatively impact consumer
demand; and
• Competitor promotional activity
or unexpected rapid changes in
consumer behaviour.
For more information about risk, see
pages -.
Link to remuneration
• Adjusted Earnings Per Share is a
performance target in both the annual
incentive and LTIP for Executive
Directors;
• Business segment EBITA forms part of
the annual incentive and LTIP for the
CEOs of GPN and GN;
• GPN LFL branded revenue growth
and margin forms part of the annual
incentive of the CEO of GPN; and
• NS LFL revenue growth and margin
forms part of the annual incentive of
the CEO of GN.
For more information about
remuneration, see pages -.
Capture global potential of billion dollar ON brand;
Build North America’s branded lifestyle nutrition platform;
Continue to scale our international business;
Build on core strength in GN NS custom premix solutions; and
Scale GN NS’ extensive capability in protein.
progress
• Like-for-like (“LFL”) GPN branded
growth of 5.1% constant currency
with strong growth in sports nutrition
across all regions;
• Delivered double-digit global volume
in ON;
• Scaled international business
delivering 12.8% LFL revenue growth;
• Sequentially improved LFL NS volume
growth managed through significant
supply chain rebalancing;
• Ensured NS resiliently played into
market trending categories driven
by strong demand for functional and
nutritional ingredients; and
• Continued to build compelling
capabilities and innovative solutions
that are attractive to NS’ customers.
Looking ahead to
• Following price-led growth in 2022
and 2023, drive volume growth
in 2024 through distribution and
awareness;
• Capture further growth of GPN
lifestyle brands in key growing
markets; and
• Maintain GN NS’ momentum in
healthy snacking and ingredients
solutions.
Grow the core
Our core brands and nutritional ingredients hold market-leading positions in
categories that are driven by strong underlying health and wellness trends.
Better Nutrition – Strategic priority
Our strategy
STRATEGY IN ACTION
Firmly established as the world’s
no. 1 sports nutrition brand,
Optimum Nutrition (“ON”) surpassed
$1bn in revenue in 2023. For over
35 years ON has been a pioneer
in the sports nutrition category
through its commitment to quality,
performance and innovation across
a range of products and formats
including ON 100% Gold Standard
Whey, the worlds best selling protein
powder.
ON – a billion dollar brand
Enablers
Powerful
consumer trends
Culture
and talent
Disciplined
financial
management
Sustainable
operations
Glanbia plc | Annual Report and Financial Statements
STRATEGIC
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GOVERNANCE
FINANCIAL
STATEMENTS
OTHER
INFORMATION
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Better
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Enablers
Powerful
consumer trends
Culture
and talent
Disciplined
financial
management
Sustainable
operations
Our strategy:
Science-led innovation;
Refine business and operating model;
Optimise opportunities for margin expansion; and
Digital transformation.
progress
• Continued to refine Group and
Business Unit operating models
and pursued eciencies resulting in
increased EBITA margins in GPN and
NS over prior year;
• Through our HR transformation
programme, focused on digitally
enabling ongoing talent development,
performance management and
employee engagement strategies;
• Embedded ESG strategy across the
business;
• Continued to optimise Group-wide
support functions to align with our
growth agenda; and
• Implemented a business-wide digital
core platform which will enable
further digitisation across the Group.
Looking ahead to
• Continue to drive innovation in
GPN and build out dairy bioactives
business in NS;
• Following the implementation
of a business-wide digital core
platform, focus on further digital
transformation across the Group;
• Further embed our ESG strategy
across the business;
• Support full integration of
acquisitions across the organisation;
• Continue to optimise Group-wide
support functions to align with our
growth agenda; and
• Implement new commercial
arrangements related to our US joint
venture.
KPIs
Adjusted EPS ($)
– continuing operations
131.37c
+20.5% constant currency
Employee engagement score
72 points
+1 point
Increase in point score for employees who
said they were happy working at Glanbia.
Carbon emission reduction
15.9%
Scope 1 & 2 GHG emissions reduction
versus 2022.
ROCE – continuing operations
12.2%
+150bps
Key risks
• A failure to attract, develop, engage
and retain key talent;
• Adverse cyber security events resulting
in significant operational impacts; and
• Climate or pandemic-related events
impacting supply chains.
For more information about risk, see
pages -.
Link to remuneration
• Adjusted Earnings Per Share is a
performance target in both the annual
incentive and LTIP for Executive Directors;
• Development of talent is a personal
objective of Executive Directors and
the Operating Executive; and
• STIP and LTIP incentives for the
Executive Team and Senior Leadership
Teams both include measurable
metrics aligned to our strategic road
map to deliver on our ESG targets.
For more information about
remuneration, see pages -.
Optimise our business
Improving the operational, commercial, sustainability and financial performance of
our business to maximise long-term value and deliver superior returns.
Better Nutrition – Strategic priority
STRATEGY IN ACTION
Glanbia is a resilient business,
well versed to operating in volatile
and high inflation markets. We
have a clear set of priorities and
objectives to drive growth. In 2023
we continued to optimise our
business portfolio with the sale of
Glanbia Cheese UK and EU JVs. This
allows us to continue to focus on our
two growth platforms and pursue
further efficiencies across the
organisation.
Refining operating models
Glanbia plc | Annual Report and Financial Statements
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STRATEGY IN ACTION
Creating sustainable long-term value for
our shareholders and other stakeholders
remains the primary objective of the
Board and management. The Group’s
ability to generate cash and its available
debt facilities ensure the Group has
considerable capacity to finance future
investments. We have clear capital
allocation priorities, with a balanced
approach to investing in the business
and providing returns to shareholders.
We have a progressive dividend
policy and remain enthusiastic about
opportunities to accelerate growth via
organic and M&A investments.
Delivering shareholder value
Our strategy:
Portfolio optimisation;
Accretive M&A;
Focus on cash generation; and
Balance between investment and return of capital to shareholders.
progress
• Transitioned to a US dollar
presentation currency for reporting
purposes better representing core
Group markets;
• Delivered strong cash generation
with 90.4% operating cash
conversion;
• Net debt: adjusted EBITDA 0.5 (2022:
1.13) and adjusted EBIT: adjusted net
finance cost 38.1 (2022: 17.0);
• Completed sale of Glanbia Cheese
UK and EU joint ventures;
• Acquired a colostrum enriched
nutraceutical business; and
• Continued growth in dividend (+10%)
and €100m returned via share
buyback programme.
Looking ahead to
• Continue progressive capital
allocation strategy through
mechanisms such as dividends and
share buyback programmes;
• Transition to new commercial
arrangements associated with the
Group’s joint venture operations; and
• Pursue other margin accretive
strategic M&A opportunities to
complement the current portfolio.
KPIs
OCF conversion
90.4%
2022: 85.7%
ROCE – continuing operations
12.2%
2022: 10.7%
Net debt
$248.7m
2022: $490.0m
Key risks
• Ineective due diligence, transaction
completion or business integration;
and
• Failing to obtain accurate and relevant
market intelligence.
For more information about risk, see
pages -.
Link to remuneration
• OCF conversion is a performance
target in the annual incentive for
Executive Directors and the Operating
Executive; and
• ROCE is a performance target in the
LTIP for Executive Directors and the
Operating Executive.
For more information about
remuneration, see pages -.
Disciplined capital allocation
Optimising our business for maximum long-term value through the disciplined and
focused allocation and reallocation of capital.
Better Nutrition – Strategic priority
Strategy continued
Enablers
Powerful
consumer trends
Culture
and talent
Disciplined
financial
management
Sustainable
operations
Glanbia plc | Annual Report and Financial Statements
STRATEGIC
REPORT
GOVERNANCE
FINANCIAL
STATEMENTS
OTHER
INFORMATION
Market trends and growth drivers
How we’re meeting this market need
World-leading brands and
ingredients
Our portfolio of brands and ingredients hold significant
leadership positions in the performance nutrition category.
Most notably, Optimum Nutrition (“ON”) is the world’s #1 sports
nutrition brand and has been a pioneer of performance nutrition
for over 35 years. Available in over 90 countries, ON holds leading
positions in protein powder with its Gold Standard Whey and
Serious Mass products.
GPN’s brand portfolio also includes Isopure which provides low
and zero carb protein powders and drinks to premium consumers
looking to support their active lifestyles, while BSN is targeted at
consumers looking to build muscle mass with a range of protein
and energy-based products.
In our Nutritional Solutions (“NS”) ingredients business we build
our business around healthy categories. We are the #1 global
supplier of whey protein isolate supplying key market segments
including performance nutrition. Our functional and nutritional
ingredients appeal to the heightened desire of our customers
for tailor-made ingredient solutions to enrich their food and
beverage products.
Discover more on pages -.
Maximise
athletic
performance
Performance nutrition
The importance of nutrition in sports and
fitness cannot be overstated. It plays
an essential role in optimising training
outcomes, hastening recovery periods,
maintaining optimal body weight,
minimising the risk of injuries and
ensuring performance consistency.
GLANBIA’S MARKET
POSITION
Optimum Nutrition
#1
sports nutrition brand in the
world.
GN NS
#1
supplier of whey protein
isolate.
$25bn
The size of the global sports nutrition market
Source: Euromonitor. Glanbia team analysis.
Our Business Model
Glanbia plc | Annual Report and Financial Statements
A desire for
healthy, active
lifestyles
Improve physical and cognitive health
More and more people are focused on
nutrition that supports a healthy and active
lifestyle as well as boosting their mental
health. Consumer interest in fortified foods
and beverages with functional claims
continues to increase, as people seek
to supplement their diets with immune
boosting nutrients to improve their energy
levels and health.
Market trends and growth drivers continued
How we’re meeting this market need
Delivering trusted healthy lifestyle
brands and ingredients
GPN oers a range of healthy lifestyle nutrition brands. think!
oers high protein low sugar bars for consumers looking for
healthy on-the-go snacking options. Isopure provides everyday
nutrition with a commitment to purity, simplicity, and quality
through products made with minimal ingredients, and only those
you trust. Amazing Grass is a leader in the Greens segment with
a range of Greens Superfood powders for consumers looking
to supplement their intake of vegetables. This brand appeals to
the growing consumer groups of flexitarians, vegetarians and
vegans.
In our GN NS business, we oer tailor-made and sustainable
nutritional ingredients and supplements that provide energy
without compromising quality. Our ingredients are used in the
bakery, beverage, snack bar, dairy and foodservice markets. Our
capabilities range from producing ‘straight’ ingredients
to bespoke premix blends. Historically anchored in dairy proteins,
our capabilities now extend from marketing ‘straight’ ingredients
to developing bespoke nutritional solutions using a wide range
of ingredients, providing greater market reach and broader
customer relevance.
Discover more on pages -.
$160bn
The fitness sector is worth $160bn and will increase by 172% to
$435bn by 2028.
Source: Fitness Industry Trends & Statistics 2021 (strategicmarketresearch.com)
GLANBIA’S
MARKET
POSITION
GPN is the world’s
#1
sports nutrition
company.
GN NS the world’s
#2
global supplier of
micronutrient premixes.
Glanbia plc | Annual Report and Financial Statements
STRATEGIC
REPORT
GOVERNANCE
FINANCIAL
STATEMENTS
OTHER
INFORMATION
Delivering
better nutrition,
responsibly
Sustainability
Sustainability remains a top priority
for global consumers. An International
Data Corporation report published in
2023, showed that nearly 30% of food
and beverage producers said consumer
demand for eco-friendly products is driving
organisational change toward greater
sustainability. It is essential for today’s
conscientious consumers that the brands
and ingredients they support are making
decisions that are positively impacting the
environment today and for the future.
How we’re meeting this market need
Our People. Our Planet.
Our Performance
At Glanbia, we believe we have an obligation to protect the
planet for future generations. Our sustainability strategy focuses
on three pillars: our people, our planet, and our performance.
We recognise that food systems are deeply connected to the
planet’s resources, and companies like ours play a critical role
in protecting the environment. Glanbia has strict environmental
targets related to climate, water, waste and packaging.
To achieve our sustainability ambitions, we need to collaborate
with our existing and future partners. Together with our
stakeholders, we’re working to support a resilient food system.
We embed ethics into every business decision we make. We abide
by a clear code of conduct, built on our values, to drive better
performance in every corner of our organisation. This strong
business foundation, enables us to create products that uphold
the highest standards of quality, food safety and nutrition.
Discover more on pages -.
77%
of people are influenced by a company’s environmental record
when deciding whom to buy from.
Source: PWC.
EXTERNAL
RECOGNITION
BENCHMARKS
Glanbia plc | Annual Report and Financial Statements
Sourcing
We workwith our suppliers to procure high quality raw materials
and services, with social impact and environmental sustainability
in mind.
Manufacturing
Our operational excellence enables us to manufacture branded
products and ingredients that meet the highest standards
of food safety and quality. All our facilities operate with full
regulatory compliance and good environmental stewardship.
Innovating
Using our deep understanding of nutritional trends and
behaviours we focus on driving sustainable innovation that
delivers innovative branded products and patented nutritional
ingredient solutions.
Marketing and brand building
We continually evolve our data analytical skills to understand
consumer’s attitudes and motivations. We invest in world-class
marketing tools to build GPN's brands and sustain our leadership
positions in GN.
Selling
In GPN our global salesteams use data, digital tools and
insights toextend our sales and channel reach and improve our
execution. In GN we work in collaboration with our customers to
deliver bespoke ingredient solutions that enable them to grow
their business.
Our portfolio of brands and ingredients
GPN is home to the world's #1 sports nutrition brand with an
unrivalled product oering and key channel and category
leadership. As an ingredient supplier in the B2B arena, GN
stands for quality, integrity, innovation and sustainability.
Our markets
Glanbia’s brands and ingredients are positioned at the
centre of large and growing sports nutrition and ingredients
markets. Our portfolio of products meets key consumer needs
and enables people to achieve their healthy lifestyles goals.
Our culture and talent
• Committed, adaptive and resilient
• Passion for delivering better nutrition
• Curious and innovative
• Respectful and inclusive
Through the delivery of world-class brands and
capabilities, operational efficiency and disciplined
financial management, Glanbia creates value for
all its stakeholders.
Delivering
Better Nutrition
Our purpose to deliver Better Nutrition for every
step of life's journey connects us with the passion
our consumers and customers have for our sports
nutrition brands and nutritional ingredients.
Our core
activities
Adding value through customer-focused innovation
and collaboration is central to our philosophy.
It ensures that we can influence and drive market
trends rather than simply respond to them.
Our Business Model
Glanbia plc | Annual Report and Financial Statements
STRATEGIC
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GOVERNANCE
FINANCIAL
STATEMENTS
OTHER
INFORMATION
Consumers and customers
Optimum Nutrition enjoys strong brand loyalty as a $1bn brand
that continues to grow.
$1.1bn
ON brand revenue in 2023
Suppliers
We partner with suppliers to ensure long-term, mutually
beneficial relationships. We have an active programme in place
to risk assess oursuppliers.
People
We invest in our people and their careers, providing development
opportunities, competitive rewards and benefits.
$519.6m
Employee benefits for the wholly-owned Group in 2023
Environment
We continue to focus on climate initiatives and have committed
to a 50% reduction in Scope 1 & 2 carbon emissions by 2030.
15.9%
Scope 1 & 2 carbon emissions reduction in 2023 versus 2022
Our brands and ingredients
We actively manage our portfolio of brands and
nutritional ingredients to ensure we oer abroad range
of products across regions, categories and price points.
Discover more on pages -.
Protein expertise and know-how
We have a deep understanding of protein and its
applications across nutritional sports brands and
ingredient solutions.
Discover more on pages -.
Capital management
Glanbia has a strong track record of ecient capital
allocation and reallocation to where we see opportunity
for growth.
Discover more on page .
Global talent management
As a global business, excellence in human resources and
talent management is key to the Group’s future success
and this was a particular area of focus in 2023.
Discover more on pages -.
Delivery of our Strategy
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Communities
We contributed and donated time and money to support causes
in our local communities.
$1.2m
Raised to support charitable donations in 2023
Investors
Our dividend policy has a targeted dividend payout ratio of 25%-
35%. In addition, shareholders were returned €100 million in 2023
under the share buyback programme.
€189.8m
Returned to shareholders via dividends and buybacks in FY 2023
How we
add value
The power of our brands and ingredients coupled
with our unrivalled expertise in protein have
made us the #1 sports nutrition company in the
world, #1 global supplier of whey protein isolate
and #2 global leader of custom premix solutions.
Value for
stakeholders
The impact of our purpose is evidenced through the
delivery of sustainable growth and value creation for
all of society.
Glanbia plc | Annual Report and Financial Statements
Key performance indicators
Financial KPIs
Revenue
$5.4bn
(2022: $5.9bn)
-8.7% constant currency
-8.7% reported currency
Strategic relevance
Revenue growth is a key indicator of how the
Group is succeeding in developing through
investment in organic growth and the ongoing
acquisition programme.
In addition, there are a number of key
components of Group revenue (price, volume
and acquisitions) which are actively monitored
to provide greater insight into performance.
Performance
In 2023, revenue was $5.4 billion (2022: $5.9
billion), a decrease of 8.7% (on a reported and
constant currency (“cc”) basis) on 2022. Revenue
decline was driven by volume and pricing
declines of 0.5% and 7.7% respectively, as well as
M&A related reductions of 0.5% as the positive
impact of recent acquisitions was more than
offset by divestment activity. Volume decline was
largely driven by supply chain destocking, with
pricing decline primarily as a result of lower dairy
markets.
Revenue volume growth
1
-0.5%
(2022: +0.5%)
GPN -0.3% (2022: -2.1%)
Like-for-like branded
revenue volume growth
NS -3.3% (2022: -3.5%)
Like-for-like revenue
volume growth
Strategic relevance
Revenue volume growth is an important metric
for the Group as it represents the underlying
growth in sales to customers excluding any
impact of price. Volume is further broken down
by the Business Units to understand the brand
growth within GPN and the components of
volume growth in NS within GN.
Performance
Overall volumes decreased by 0.5% in the year.
LFL branded volumes in GPN declined by 0.3%
and volume declined by 3.3% in NS, offset by
volume growth of 0.7% in the US Cheese business
within GN. Volume declines in GPN and NS were
in the context of significant pricing adjustments
in prior years in mitigation of record input cost
inflation.
EBITA
2
$424.0m
(2022: $365.7m)
+16.4% constant currency
+15.9% reported currency
Strategic relevance
Earnings Before Interest, Tax and Amortisation
(“EBITA”), pre-exceptional items, is the key
performance measure for the wholly-owned
segments of the Group. The exclusion of
amortisation aids comparability between our
segments.
EBITA margin is a key metric to ensure that
growth is being driven in a responsible manner
by maintaining margins within an acceptable
range. The strategy for the Group is to focus on
higher growth, higher margin products within
GPN and GN.
Performance
EBITA was $424.0 million in 2023, an increase of
15.9% reported currency and up 16.4% cc. GPN’s
EBITA increased by 33.7% cc versus 2022, while
EBITA margins were up 300bps to 14.2%. GN
EBITA declined by 2.7% cc with EBITA margins up
50bps versus 2022 to 4.6%, comprising EBITA
margins in NS of 12.5% (2022: 11.4%) and US
Cheese of 1.6% (2022: 1.3%).
Profit after tax
$344.5m
(2022: $270.6m)
Continuing operations $347.7m
Discontinued operations -$3.2m
Strategic relevance
Profit after tax is the measure of the profit
generated by the Group for the year, post tax
and post exceptional items.
Performance
Profit after tax for 2023 was $344.5 million (2022:
$270.6 million), an increase of $73.9 million on prior
year. This comprises the profit generated from
continuing operations of $347.7 million and loss on
discontinued operations of $3.2 million, with
discontinued operations representing
exceptional costs associated with the 2022 Tirlán
(formerly Glanbia Ireland) divestment that have
now crystallised.
Basic Earnings Per Share ($)
– continuing operations
130.41c
(2022: 76.55c)
+71.7% constant currency
+70.4% reported currency
Strategic relevance
Basic Earnings Per Share (“EPS”) is an important
IFRS reporting metric and relates to EPS of the
Group post tax and post exceptional items.
Performance
Basic EPS – continuing operations was 130.41
cent, a reported increase of 70.4% (+71.7% cc),
driven by increased profitability across the
Group. Discontinued operations, which relate to
the disposal of the Group’s interest in Tirlán
(formerly Glanbia Ireland) have been excluded on
the basis that they are now less relevant as a
benchmark for the ongoing Group business.
1. Performance condition of Glanbia’s Annual Incentive Scheme.
2. Both EBITA and OCF are presented on a pre-exceptional basis.
3. Performance condition of Glanbia’s Long-Term Incentive Plan.
4. GHG emissions reduction in Scope 1 and 2 in comparison to prior year result
(2022). Refer to page 55 for operational control GHG emissions breakdown
by Scope and performance since 2018 base year.
5. Results relate to sites under Glanbia’s operational control. Includes Group’s
wholly-owned operations and MWC-Southwest Holdings LLC joint venture
operations.
Glanbia plc | Annual Report and Financial Statements
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Adjusted Earnings Per Share
($) – continuing operations
1,3
131.37c
(2022: 109.57c)
+20.5% constant currency
+19.9% reported currency
Strategic relevance
Adjusted EPS is an important measure of the
profitability of the Group as it represents the
underlying profit per equity share in issue.
Performance
Adjusted EPS (continuing operations) increased
19.9% reported (+20.5% cc) to 131.37 cent, due to
continued growth in profitability of the
wholly-owned business, net of reduced
profitability in joint ventures. Positive pricing in
response to inflationary pressures and the
ongoing benefit from transformation initiatives
contributed to this record performance.
Return on Capital Employed –
continuing operations
3
12.2%
(2022: 10.7%)
Strategic relevance
Return on Capital Employed (“ROCE”) measures
the efficiency of the Group’s organic and
acquisition investment programme as well as
the utilisation of its assets.
Performance
ROCE from continuing operations increased by
150bps to 12.2% (2022: 10.7%). This increase was
primarily due to the continued growth in
profitability arising from the successful
execution of the Group’s strategy.
OCF conversion
1,2
90.4%
(2022: 85.7%)
Strategic relevance
Operating Cash Flow (“OCF”) measures the cash
generated from operations before interest and
tax payments and before strategic capital
expenditure. OCF conversion is OCF as a
percentage of earnings before interest, tax,
depreciation and amortisation (“EBITDA”) and is
a measure of the Group’s ability to convert
trading profits to cash, which is then available
for strategic investments and dividend
payments.
Performance
OCF conversion was 90.4% in 2023 (2022: 85.7%)
compared to a target of 80%. OCF conversion
has increased since prior year due to increased
profitability across the Business Units,
combined with reduced investment in working
capital as pricing and inventory levels returned
to more normalised levels following a level of
significant inflation and supply chain disruption
throughout 2022.
Non-Financial Metrics (NFM)
Carbon emissions
4
-15.9%
Objective
Decarbonise our operations and
dairy supply in line with the SBTi
commitment and future-proofing
of organisation and our value
chain.
NFM
Strategic relevance
Climate change is impacting all of society. At
Glanbia we are committed to doing our part by
focusing on our most material areas. Our
“Better Nutrition, Better World” sustainability
strategy prioritises energy efficiency and
renewable electricity procurement for our
operations.
Performance
In 2023 we reduced Scope 1 and 2 greenhouse
gas (“GHG”) emissions in our operations by
15.9% from the previous reporting year (2022).
Glanbia’s target is a SBTi validated target
aligned with a 1.5 degrees Celsius climate
scenario. This target is supported by a Board
approved decarbonisation plan for a 50%
reduction in operational Scope 1 and 2 GHG
emissions by 2030 from a 2018 base.
Health and safety
5
5%
Improved Lost Time Case Rate
("LTC")
Objective
Maintain the highest possible
global safety standards using
sites with no LTC as a key
benchmark.
NFM
Strategic relevance
The health and safety of our employees is
inherent in our Glanbia values and is reflected in
our organisational goal of “Zero Harm”.
Proportion of sites meeting at least industry
standard safety performance based on NAIC
(“North American Industry Codes”) benchmark,
and reduced severity of injuries, by progression
of the Lost Time Incident Rate (“LTIR”) are
established global measures of safety
performance. Glanbia aspires to zero LTC and all
sites maintaining a minimum of industry
benchmark performance for lost time injuries.
Performance
Overall a 5% improvement in the LTC rate in
2023 versus last year. Group LTIR was
0.43/200,000 hours, well below our NAIC food
industry benchmark of 1.20 (2023:1.20) 55% of
our sites were without a lost time case recorded
for a year or longer, 77% are better than the
NAIC industry LTC injury rate for their peers.
Sites below the NAIC performance maintain
robust improvement plans supported and
monitored by leadership.
Employee engagement
score
72
Objective
Measure employee engagement
and listen to our team members
to understand where we have
opportunities to improve.
NFM
Strategic relevance
Employee engagement is a key enabler of
performance. At Glanbia we acknowledge that
people who are positively engaged, motivated
and supported perform to the best of their
ability, find a greater sense of meaning in what
they do and contribute positively to Glanbia’s
success.
Performance
In the 2023 ‘Your Voice’ survey, overall
engagement score was up 1 point with scores
increasing across most Business Units and
continued positive momentum on focus areas
e.g. around wellbeing, action taking, and
growth. We were pleased to see a 22
percentage point increase in participation to
80% reflecting employees trust and
engagement in finding a better way together.
Glanbia plc | Annual Report and Financial Statements
Strong financial management is a key ethos
of the Group.
Glanbia has a long track record
leveraging our strong market
positions, driving innovation in our
sales and marketing processes
and executing strong operational
excellence. We will continue to
grow by leveraging these
strengths, driven by our agile
business model.
Discover more on page
Delivering
Performance
Glanbia plc | Annual Report and Financial Statements
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Our core strategy is
focused on delivering
growth through our Better
Nutrition portfolio of
brands and ingredients,
which accounts for 90%
of Group EBITA.
Discover more on page .
We continue to refine
our operating model,
understanding and
responding to our customers
and consumers through
innovation and active
portfolio management.
Discover more on page .
We believe in doing good
things in the world – and
that helps us do well in
business. We earn
responsibly and put those
profits back into helping
people live full, healthy
lives.
Discover more on page .
Glanbia plc | Annual Report and Financial Statements
People
Sue Sweem
Chief Human
Resources Officer
“We’re committed to building an
inclusive culture that empowers our
people to grow and thrive at Glanbia.
Their pride in what they do, along
with their sense of purpose and
their commitment to our values,
are essential to our culture.”
Embedding transformation
to support performance
We believe in the power of our people
and our culture to drive performance.
This year, our people agenda focused
on the continued implementation of
Grow@Glanbia, our multi-year HR
transformation programme which is
designed to support a future-ready,
people-centred organisation and our
high-performance culture.
Our new HR operating model is helping
us to maximise the talent and diversity
of our workforce to unlock performance.
Our People Success Organisation
is operating through a centralised
team which supports employees and
managers in our major markets as well
as enabling our wider HR teams to focus
more strategically.
Supporting our people
to reach their potential
We know that Glanbia succeeds when
our people are supported to reach
their potential. Our talent development
strategy focuses on growing talent
from within our organisation, increasing
readiness for new opportunities and
building our leadership pipeline. We’re
committed to building critical capabilities
aligned to business priorities and current
and future needs.
Supporting our people’s career growth is
a priority. We are focused on embedding
our new career growth tools ‘MyLearning’
and ‘MyCareer’ to enable our people to
gain the skills, leadership capabilities and
career pathways to be future-ready.
Optimising and embedding these
new tools is having an impact, with
over 14,000 courses completed by our
employees. Of those taking courses,
60% of time spent is on learning
business skills (leadership, management,
communication) and 40% technology
skills (development and data science).
Overall, our learning platform was
accessed by more than 4,000 employees
during the year. This empowers
employees to continue to build skillsets
that will enable career growth and
progression.
At the leadership level, we oer a range
of best-in-class tailored programmes
aligned to our leadership capability
model. These include Leading the Future,
our executive leadership programme;
Leading to Accelerate for emerging
female leaders; and Leading the Glanbia
Our people
and culture are
vital to enable
growth
Glanbia plc | Annual Report and Financial Statements
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38%
62%
Way, our foundational programme that
introduces our leadership capability
model.
Engaged employees
and a strong culture
Employee engagement is a key enabler
of our performance, as our people deliver
our strategy. Glanbia’s ‘Your Voice’
employee survey conducted in 2023 had
an overall response rate of 80% and
showed overall employee engagement
levels increasing +1 to 72, with the most
significant score improvements seen for
our hourly employees (+3).
Engagement scores increased across
most areas of the business with positive
feedback on eorts to improve growth
opportunities for employees as well as
wellbeing initiatives. Our Inclusion Index
score was in line with last year. Areas of
opportunity for 2024 include improving
communications channels and cascade
through the organisation and building on
our existing wellbeing initiatives.
We continued to embed our Smart
Working Model which our employees
value highly and which we believe
helps to enhance Glanbia’s overall
attractiveness as an employer.
Engagement score
72
Gender representation in the
organisation
Agree with the statement
‘I feel proud to work at Glanbia’
75
Leading to Accelerate is a pilot
leadership development programme
for emerging female leaders across
Glanbia, whose mission is to grow,
connect and develop a diverse
network of female leaders.
This immersive and transformative
experience brought together female
leaders from across the organisation
for facilitated monthly education
sessions, supported by measurable
action assignments, group discussions
and executive coaching.
The learning outcomes from the
programme included increasing
leadership self-awareness,
developing personal leadership
narratives, learning and applying
the critical concepts of effective
leadership, as well as creating a safe
and supportive space for emerging
female leaders to come together,
share experiences and uplift one
another. We plan to build on the
strong foundations of this pilot
programme for future initiatives.
Leading to Accelerate – supporting our emerging
female leaders
CASE STUDY
GPN
2,040
GN
2,814
Joint Venture
680
Total Group employees in
5,534
across 31 countries
Male
Female
“An enriching experience
that has made a positive
impact on my personal
and professional growth”
Programme participant
Glanbia plc | Annual Report and Financial Statements
People continued
Strengthening our inclusive
workforce
Our Diversity, Equity & Inclusion (“DE&I”)
vision is to advance a culture where we
celebrate individuality, knowing that
together we are more. Nurturing an
inclusive and diverse culture supports our
performance.
Our goal is to achieve an equitable and
inclusive culture in the workplace, to
unlock the potential of diverse teams to
deliver high performance. We measure
our employees’ sense of belonging and
their sentiment around equal opportunity
in our annual ‘Your Voice’ survey.
We continued to make progress on our
DE&I journey in 2023 and our review
conducted during the year shows that we
are ahead of schedule on the execution
of our current strategy. Our focus for 2024
will be to reset our timeline and establish
new longer term ambitions.
Our network of Employee Resource
Groups (“ERGs”) – Glanbia Network of
Women; True Colours, our LGBTQIA+
group; and Mosaic, our multicultural group
– continued to scale, creating connected
communities of support, while helping the
business better understand our diverse
communities’ perspectives and concerns.
Our growing range of policies and
guidelines in areas including family leave,
primary caregiver support, adoptive
Female participation
in management
40%
“Glanbia’s Family Leave Programme is a great initiative
that every employee can benefit from. The programme
gave us time to adjust to a new routine with our new
baby and time to adjust to having two kids. It was
important for me to have the time to bond with our
newborn.”
Zach Bonnell
Continuous Improvement Lead Aurora
Glanbia’s Employee Resource Groups (“ERGs”) continued to flourish in 2023, ensuring that the voices of employees in under-
represented communities are heard across our organisation. Over 1,000 employees are now signed up to our three ERGs
with numbers growing consistently across our global locations in the US, EMEA, Asia and LATAM.
Our LGBTQIA+ group True Colours expanded in 2023, with the establishment of an international chapter. True Colours
focused on allyship and mental health as part of its programme, developing a visibility tool kit to show openness and support
to people in the community, as well as focusing on a broader education programme for employees.
Our multicultural group Mosaic aims to highlight the diverse perspective of our
employees from different racial, ethnic and cultural backgrounds. In 2023 Mosaic
also expanded, establishing a European chapter. Globally, Mosaic marked cultural
events including Diwali, Native American History Month and Hispanic Heritage.
Mosaic also delivered education and micro-learning opportunities for employees
on relevant topics year-round.
Our Network of Women (“NOW”) continued to focus on themes including
mentorship, career development, networking and women’s health topics, such as
breast cancer, menopause and mental health awareness. NOW also facilitated
listening and feedback sessions for employees to support the embedding of our
new family leave policies.
Growing our employee resource groups
CASE STUDY
Pictured is Denis Vaughan (third from the right),
with members of Glanbia’s Executive Leadership,
receiving a values award for his work in setting up
the international chapter of True Colours in
as well as his overall advocacy and leadership.
parents leave, support for employees
undertaking fertility treatments as well
as those who experience loss, is also
helping to foster an inclusive environment
that supports our employees.
We continue to focus on female
representation recording 40% female
participation in management in 2023, an
increase of 2% over 2022. We aspire to
achieve gender balance over time in our
management team and our continued
improvement of female representation at
this level demonstrates our commitment
and investment to ensure females can
thrive and advance at Glanbia.
Global employee base
In 2023, total Group employees, came
to 5,534 people based in 30 countries.
Glanbia Performance Nutrition had 2,040
employees while Glanbia Nutritionals
employed 2,814 people during the year.
Our joint venture had 680 employees in
2023.
Glanbia plc | Annual Report and Financial Statements
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4.0
3.5
2.5
3.0
2.0
1.5
1.0
0
0.5
NAIC Average Food Manufacturing
2021 2022 2023
1.60
1.22
2.3
2021 2022 2023
2.0
1.6
1.4
1.8
1.2
1.0
0.6
0.8
0.0
0.2
0.4
NAIC Average Food Manufacturing
0.43
0.45
0.69
Health and Safety
Culture of safety
At Glanbia, employee health and safety
is an inherent part of our values and
commitments. We recognise that a
safe and healthy workplace is among
the basic principles and rights at work.
To achieve this we continually work to
the two core principles of “Zero Harm”
and “Business Excellence”. These
two principles are inextricably linked
with underlying management system
structures in place to support this
approach and mindset.
A strong health and safety culture
has been driven by management and
employees at all levels supported by our
“Zero Harm” mindset. All employees are
empowered to challenge unsafe work
conditions or practices. We support this by
having a safety committee across all our
operational sites which includes members
from all levels of the business.
Our management approach
Glanbia sites are operated under the
Glanbia Risk Management System
(“GRMS”). This occupational health and
safety management system allows a
unified approach to identify and mitigate
risks, and to engage our workforce
in continual improvement activities
and ensure the appropriate training
is provided and tailored to people’s
role. All sites are also subject to regular
health and safety audits by the relevant
government bodies, internal audit and
external assurance providers.
Using industry best practice, guidelines
and standards, the GRMS has been
Health and Safety Benchmarking – Food manufacturing
Total Recordable Incident Rate (TRIR)
Lost Time Incident Rate (LTIR)
Glanbia’s 2023 TRIR score was 1.60, slightly up from 1.22 in 2022 but still
substantially lower than the NAIC Food Manufacturing Average of 4.0.
1. TRIR is the number of recordable, work-related incidences per 200,000 hours worked.
2. LTIR is the number of lost time work related incidences per 200,000 hours worked.
Glanbia’s 2023 LTIR was 0.43, in line with last year (0.45). Glanbia's score
is significantly lower than the NAIC Food Manufacturing Average of 1.2.
developed as an approach to deliver zero
fatalities or life-changing/critical injuries
across the Group.
We proactively manage assessed gaps
and process improvements which are
a direct output from GRMS. We use our
Glanbia Performance System (“GPS”)
which is based on lean thinking principles
as a framework to implement these
improvements. This is Glanbia’s in-house
vehicle to drive continuous improvement
using industry best practices to achieve
business excellence. Health and safety is
one of the key pillars of our GPS structure.
Our progress and key initiatives
While we recognise that there is no
acceptable level of accident or injury,
we experienced no fatalities (2022:0) or
life changing/critical injuries (2022:0)
during the year. Our Lost Time Incident
Rate (“LTIR”) was 0.43 in line with last
years performance (0.45) which was a
historical low for the Group. We noted an
increase in the Group’s Total Recordable
Incident Rate (“TRIR”) from 1.22 in 2022
to 1.60 in 2023. This increase is explained
by the addition of acquisitions that were
integrated into Group reporting in 2023.
Our internal benchmarking has also
indicated an excellent performance in
reference to the NAIC (“North American
Industry Code”) Occupational Health
and Safety Performance. In 2023, 93%
of all manufacturing sites were at or
better than NAIC average performance
in total recordable incidences. In 2023,
five operational locations had zero injuries
occur and nine operational locations had
zero lost time injuries.
Furthermore, we have had zero lost
time incidences in all laboratories, R&D
centres, and administrative/corporate
oces globally.
To support our central oversight
and drive process improvement,
safety dashboards were
developed for each operational
site. The dashboards contain
critical data including TRIR,
LTIR, Root Cause Analysis,
and injury classification. This
encourages sites to use the
data to prioritise improvement
areas to minimise repeat
occurrence of injury.
They are used as a
communication tool for sites
to update on performance
and compare performance
relative to their peers. It
allows management to view
consolidated data and trends
to identify where supplemental
programmes, training, capital
or resource could be applied to
reduce risk.
Central safety
dashboards
CASE STUDY
Glanbia plc | Annual Report and Financial Statements
GPN Performance Overview
$’m FY 2023 FY 2022 Change
Constant
Currency
Change
Revenue 1,795.6 1,712.5 +4.9% +4.8%
EBITA 255.4 191.9 +33.1% +33.7%
EBITA margin 14.2% 11.2% +300bps
Commentary on percentage movements is on a constant currency basis throughout.
Operations review
Steve Yucknut
CEO Glanbia
Performance
Nutrition
Revenue
$1,795.6m
2022: $1,712.5m
EBITA (pre-exceptional)
$255.4m
2022: $191.9m
EBITA Margin
14.2%
2022: 11.2%
Glanbia
Performance
Nutrition*
#1
Performance highlights:
Like-for-like (“LFL”) branded revenue growth of +5.1%
with volume -0.3% and pricing +5.4%;
Optimum Nutrition (“ON”) brand delivered LFL revenue
growth of 17.0% with both volume and price growth;
EBITA margin of 14.2% (2022: 11.2%), an increase of
300bps.
* Glanbia Nutrition is the #1 sports nutrition
company in the world – Euromonitor.
Glanbia
Performance
Nutrition
Glanbia plc | Annual Report and Financial Statements
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Who we are
Glanbia Performance Nutrition (“GPN”)
is the number one global sports nutrition
portfolio with a growing position in US
Lifestyle nutrition. Our mission is to
inspire people everywhere to achieve
their performance and healthy lifestyle
goals, and we achieve this through
education, advocacy, quality and
authenticity.
Our brands
Optimum Nutrition (“ON”) is the world’s
no. 1 sports nutrition brand. Our portfolio
also comprises: BSN, Isopure, Nutramino,
SlimFast, think!, Amazing Grass, Body &
Fit and LevlUp. Each brand has its own
brand essence and consumer appeal.
Our brands participate across a range
of formats such as powders, capsules
and tablets, drinks and bars and are sold
in a variety of channels such as online,
specialty and mass retail.
Innovation sits at the heart of our
business and we continuously develop
new products across our brands.
Financial performance 2023
In 2023 GPN made strong progress
against its strategic pillars delivering an
excellent performance.
Our strategic pillars focus on: capturing
the global potential of our $1 billion
ON brand; building a lifestyle nutrition
platform in North America; accelerating
growth in priority international markets;
and maximising the omnichannel
opportunity.
In 2023 GPN’s revenue increased by 4.8%
in 2023. This was driven by price increases
of 5.4% partly oset by a volume decline
of 0.6%. Pricing was positive following the
execution of price increases in 2022.
The price increases implemented
to oset inflation have largely been
maintained across the portfolio with
price elasticity within the performance
nutrition category better than expected.
The volume decline was largely
driven by the SlimFast brand, which
represents 9% of GPN’s revenue, with
the previously highlighted challenges in
the diet category impacting the brand’s
performance.
ON, which represents 62% of GPN’s
revenue, delivered both volume and price
growth in the period as the strength
of the brand continues to drive global
distribution and velocities, supported
by increased marketing activation and
brand investment.
GPN’s EBITA increased by 33.7% versus
prior year to $255.4 million and EBITA
margin increased by 300 basis points
to 14.2%. This was driven by continued
focus on revenue growth management
initiatives, operating eciencies and
margin optimisation. The positive phasing
of input costs in the second half of 2023
supported both further brand investment
and margin improvement.
Isopure’s ‘purity’ driving strong growth in US and international markets
Isopure is one of GPN’s healthy lifestyle
brands which features a range of
products such as Zero and Low Carb
Protein Powder, Infusions Protein
Powder, Isopure RTD and Collagen.
Isopure aims for the highest standards
of protein made with the simplest of
ingredients – all without sacrificing
taste. Isopure can be found nationwide
in the U.S. in online and offline channels
and has an established presence
internationally in Mexico and India.
Isopure has enjoyed strong growth in
the US and overseas in recent years.
This accelerated performance has
been anchored by the brand’s purity
positioning which is appealing to an
increasingly broad group of consumers
who are looking for clean, high quality
protein rich nutritional supplements.
In 2022, the brand launched a new
campaign – ‘Add Less, Do More’ which
featured a new outdoor look and feel
which helped to differentiate the brand
within the protein powder category and
reinforce its purity positioning. Growth
in the US has been driven by broader
distribution in a range of channels
and increased investment behind
digital and social media driving higher
awareness and consideration, bringing
in new consumers to the brand and the
category.
CASE STUDY
Glanbia plc | Annual Report and Financial Statements
35%
65%
21%
35%
12%
32%
10%
11%
4%
75%
Americas
GPN Americas grew LFL revenue by
0.9% in 2023, with strong growth in
the ON and Isopure brands oset by
anticipated declines in the SlimFast
brand. The ON brand continues to
strengthen its strong consumer
position and delivered US consumption
growth of 13.7%
¹
in 2023, building on a
strong comparative period. This was
driven by strong growth in the club
International
GPN International, which represents 35%
of GPN global revenue portfolio, grew
LFL revenue by 12.8% in 2023. Growth
across the region was broad based and
driven by both volume and price growth
of the ON brand, which was supported
by increased brand investment and
expanded distribution.
1. Consumption growth is US measured in channels
and includes Online, FDMC (Food, Drug, Mass,
Club) and Specialty channels. Data compiled from
published external sources and Glanbia estimates for
the 52 week period to 31 December 2023.
Operations review continued
Glanbia Performance Nutrition
Strong growth in the UK market driven by brand activation and omnichannel distribution
In the UK, our second largest GPN
market outside of US, we have
continued to scale our presence as a
true omnichannel player within the
market. Our Sports Nutrition category
captaincy with key retail partners
has driven strong ON distribution
expansion in our offline channels while
we continue to drive growth in our online
channels through strong execution in
key marketplaces and via our owned
D2C platform. Innovation has continued
at pace with the launch of the new ON
Clear Protein 100% Plant Protein Isolate
and the revamped ON bar range.
The SlimFast brand performance
continues to be impacted by headwinds in
the overall diet category though we have
seen positive brand and consumer metrics
following the launch of the refreshed brand
campaign (Oomph for your Boomph).
CASE STUDY
GPN FY 2023 revenue overview
By region By channel By format
LFL growth:
Americas %
International %
LFL growth:
Online %
FDMC %
Distributor -%
Specialty -%
LFL growth:
Pow d e r s %
RTE -%
RTD -%
Other %
and online channels and was supported
by the successful activation of the
‘More of You in You’ brand campaign.
Trends in the healthy lifestyle portfolio
remained robust, with US consumption
growth of 11.2%¹ across the think!, Isopure
and Amazing Grass brands. The strong
growth in the ON and Isopure brands
in the period was driven largely by
the powders format, which continues
to resonate as a value oering with
consumers.
McLaren F 1 team – official partnership
Optimum Nutrition is the official sports
nutrition partner of the McLaren Formula
1 team, beginning February 2024.
In a long-term deal featuring exclusive
content, branding and merchandising,
ON will support the McLaren drivers
and the record breaking McLaren pit
crew in achieving new levels of human
performance in F1.
Formula 1 is one of the world’s fastest
growing spectator sports, attendance up
36% from 2019, digital audience growing
by 40% year-on-year, and reaching a
1.54bn TV audience annually. McLaren
is an iconic global brand with a long
standing reputation for performance,
with a strong digital following and
achieved 4th place in the 2023
constructors’ championship.
The McLaren pit crew hold the world
record fastest ever pit stop at 1.8 seconds.
CASE STUDY
Glanbia plc | Annual Report and Financial Statements
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Double-digit growth drives
Optimum Nutrition to over $1.1bn
Firmly established as the world’s # 1
Sports Nutrition brand, Optimum
Nutrition is the global leader in sports
nutrition through its uncompromising
commitment to quality, performance and
innovation across a wide portfolio of
products and formats. This includes
Optimum Nutrition Gold Standard Whey,
the world’s best-selling protein powder.
Optimum Nutrition delivered revenue in excess of $1bn in
2023, the first sports nutrition brand to reach the milestone.
Growth has been driven by enhancing the brand’s
reputation among its core sports nutrition audience while at
the same time effectively recruiting consumers beyond that
core audience. Optimum Nutrition consumers are typically
highly engaged in the category, see sports nutrition as an
“essential” spend and shop in online and offline channels in
over 100 countries. Optimum Nutrition’s foundation is built
on a reputation for high quality, innovative products across
protein and energy using the very best ingredients and
manufacturing processes.
The Optimum Nutrition brand is brought to life through its
“More of You In You” communications platform which was
launched in 2022. More of You In You is executed in multiple
digital and social channels using brand created content
and the endorsement of elite athletes such as the American
Tennis player, Taylor Fritz; Indian Cricketer, Rishabh Pant;
Irish Rugby player, Hugo Keenan; and Ireland’s Gaelic
Players Association (“GPA”) as well as local partnerships.
The Optimum Nutrition range is constantly refreshed
through new products, flavours and pack sizes to help more
consumers engage with the brand.
CASE STUDY
Glanbia plc | Annual Report and Financial Statements
Operations review continued
Glanbia
Nutritionals
Nutritional Solutions Revenue
$1,008.5m
2022: $ 1,186.8m
US Cheese Revenue
$2,621.3m
2022: $3,044.4m
GN divisional Performance Overview
$’m
FY 2023 FY 2022
Revenue EBITA Margin % Revenue EBITA Margin %
Nutritional Solutions 1,008.5 126.2 12.5% 1,186.8 135.0 11.4%
US Cheese 2,621.3 42.4 1.6% 3,044.4 38.8 1.3%
Total GN 3,629.8 168.6 4.6% 4,231.2 173.8 4.1%
Commentary on percentage movements is on a constant currency basis throughout.
Nutritional Solutions (NS)
$’m FY 2023 FY 2022 Change
Constant
Currency
Change
Revenue 1,008.5 1,186.8 -15.0% -14.9%
EBITA 126.2 135.0 -6.5% -6.2%
EBITA margin 12.5% 11.4% +110bps
NS Performance highlights:
LFL revenue decline
of 12.3% with volumes
-3.3% and pricing
-9.0%.
EBITA margin of 12.5%,
an increase of 110 basis
points versus 2022.
Sequential volume
improvement as the
period progressed, with
positive volumes in Q3
and Q4.
Brian Phelan
CEO Glanbia
Nutritionals
Whey protein
isolate
Customised
premix
#1
#2
Glanbia plc | Annual Report and Financial Statements
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Who we are
Glanbia Nutritionals (“GN”) is a leading
innovation and solutions partner to the
global food and nutrition industry. GN
Nutritional Solutions (“NS”) is a global
provider of customised premix solutions,
proteins and flavours. GN US Cheese
together with our joint venture partner
is the leading supplier and marketer of
American-style cheddar cheese in the US.
What we do
GN NS is a global business delivering
a broad range of innovative ingredient
solutions that improve product
functionality and nutritional profile.
The business has a deep protein
expertise, a scaled position in custom
premix solutions and global flavours
expertise that enhance global solutions
capabilities. Through our innovative
ingredient solutions, we proudly solve
our customers’ product challenges
across the mainstream food and
beverage industry, health and fitness
industry, and specialised nutrition
sector. Our expertise, innovations and
custom formulations enable them to
outperform their competition. GN’s US
Cheese business together with its US
joint venture cheese and dairy operations
is a leading supplier and marketer of
American-style cheddar cheese, used
by leading retail brand owners and food
serviceorganisations.
Nutritional
Solutions
Cheese
• Strong growth categories
• Track record of organic and acquisition
growth and strong return on capital
employed
• Strong market positions across key
platforms
• Global and regional customers
• Deep innovation expertise
• Flavour capabilities and solutions
• Supply chain leverage
• Stable earnings and cash flow and
strong return on capital employed
• supplier of American- style cheddar
cheese
• Deep customer relationships
• Operationally integrated with NS dairy
solutions
• Innovative scale model – investment
through JV model
• Trusted joint venture partner
for the MWC and SWC joint venture
(MWC-Southwest Holdings, LLC)
Financial performance 2023
GN NS revenue decreased by 14.9% in
2023. This was driven by a 3.3% decrease
in volume, 9.0% decrease in price and a
decrease of 2.6% driven by the net impact
of acquisitions and disposals. The volume
decline was driven largely by customer
supply chain rebalancing in the custom
premix solutions business in the first half
of the year, which sequentially improved
as the year progressed. Volumes in
the protein business were positive and
underpinned by good demand for
protein. The price decline was driven by
the decline in dairy market pricing, with
positive pricing in the custom premix
solutions business.
GN NS continues to support customers
across a broad range of categories,
ultimately seeking to address growing
consumer health and wellness trends.
While 2023 saw a period of customer
inventory rebalancing in the custom
premix business, the demand at a
consumer level remains fundamentally
unchanged.
GN NS EBITA was $126.2 million, a 6.2%
decline versus prior year, primarily as a
result of the volume decline in the first
half of 2023. EBITA margins increased by
110 basis points versus prior year to 12.5%
as a result of both operating eciencies
and the mathematical impact of lower
dairy pricing.
Delivering against our strategy
GN NS has an ambitious growth strategy
leveraging its existing portfolio and
market leadership in whey protein isolate
and custom premix. NS will continue
to make selective complementary
acquisitions, which can build on existing
platforms as well as expand into adjacent
capabilities.
NS growth strategy
Build on core strength in custom premix
solutions
The custom premix business continues to
perform well and we remain ambitious
for growth.
Scale extensive protein capability
and deep expertise
As consumer habits continue to evolve
we are leveraging our core expertise
to innovate new protein solutions and
applications to address market needs.
Scale complementary technologies and
further M&A
As consumers expand their tastes, and
brand owners seek to oer increasingly
novel and tailored nutrition solutions,
NS will seek to identify growth areas in
adjacent solutions.
Glanbia plc | Annual Report and Financial Statements
NS investment in Colostrum –
enriched nutraceuticals
Colostrum is considered a “superfood” due to its excellent
nutritional profile and bioactive compounds. It is used and widely
accepted in global markets for its immunity, cognitive, and gut
health properties, supported by numerous clinical studies. Dairy
colostrum is incredibly rich in desirable nutrients like proteins,
fats, minerals and immunoglobulins. It is processed and sold in
powder form for use in many products.
The market for immune and gut health products is robust and Glanbia Nutritionals
has strengthened its investment in this space to meet the demand with the 2023
addition of PanTheryx’s B2B colostrum business (under the APS and LaBelle
brands), joining the Sterling Technology colostrum business acquired in 2022.
New extrusion line at
PacMoore to meet demand
Consumers continue to show strong interest in new product
formats to address their desire for convenient, great-
tasting, healthy snacks. Protein remains the most desired
macronutrient for these types of snacks, with extruded
protein snacks and cereals emerging as one of the fastest
growing categories.
The 2022 acquisition of PacMoore aligned with Glanbia Nutritionals’
healthy snacking expansion strategy gave Glanbia a unique position in the
marketplace by vertically integrating its dairy and plant-based protein
expertise with PacMoore’s extrusion expertise to deliver a complete protein
snacking solution to its customers. Glanbia’s range of extruded protein
crisps for inclusions and larger protein bites, loops, and curls for standalone
cereals and snacks is unparalleled in the market.
To manage the accelerating growth opportunity, Glanbia Nutritionals
invested in a second extrusion line at its PM facility in Mooreseville, Indiana,
USA that went live in Q4 2023. This line includes the latest extrusion
technology and increases Glanbia’s extrusion capacity to meet the growing
demand in the category. The addition of a second extrusion line will
strengthen Glanbia Nutritionals’ leading position in protein-based extruded
solutions.
CASE STUDY
CASE STUDY
Operations review continued
Glanbia Nutritionals continued
Driving further
innovation
GN continues to invest in its innovation
capabilities across the organisation.
Our innovation hub situated near our
global headquarters in Kilkenny, Ireland,
works closely with customers, product
management, sales, and operations
teams to ensure we are focused our
customers’ innovation needs.
The state-of-the-art technology and
equipment at the Kilkenny research
facility supports the development and
creation of ingredient solutions for
bars, snacks, beverages, baked goods
and more for the European food and
drink industry. The innovation hub
also facilitates customer interactions
and meetings, supporting a rapid
development process and delivering
efficient prototyping and ultimately
offering a swift route to market for
brands creating new products. The new
research facility also helps deliver a
competitive advantage to our customers
in launching new products, aligned with
market trends and consumer demand.
We have also invested in our Singapore
innovation centre and satellite R&D
in China, with plans for a Japanese
innovation centre to serve the Aspac
region. Building out our R&D centres is
a fundamental element of GN’s global
investment strategy.
Glanbia plc | Annual Report and Financial Statements
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Our health and wellness cheese platform provides
cheeses that deliver increased health benefits to
an already healthy snack. Key innovations include
varieties such as higher-protein cheddar, probiotic
cheddar and Vitamin D fortified cheeses.
MWC is one of the two plants within the MWC-
Southwest joint venture. Located in St. Johns,
Michigan, it was commissioned in 2020 and
processes 2.9 billion pounds of milk each year
producing in excess of 330 million pounds of
superior block cheese and 21 million pounds of
value-added whey protein powders.
High Protein Cheddar MWC – JV operation
US Cheese
Our combined US Cheese business including our US JV cheese
and dairy operations make us the #1 supplier and marketer of
American-style cheddar cheese.
US Cheese revenue declined by 13.9% in 2023. This was driven by
a 0.7% increase in volume and a 14.6% decline in price, with the
pricing decline aligned to the lower year-on-year cheese market
pricing.
US Cheese EBITA increased by 9.6% to $42.4 million as a result of
strong operating efficiencies and some procurement benefits.
US Cheese operates a pass-through pricing model which broadly
protects earnings from changes in market pricing.
US Cheese
$’m 2023 2022
Reported
Change
Constant
currency
Change
Revenue 2,621.3 3,044.4 (13.9)% (13.9)%
EBITA 42.4 38.8 +9.3% +9.6%
EBITA margin 1.6% 1.3% +30bps
Joint Ventures
Focused on MWC-Southwest Holdings
The Group’s share of joint ventures’ profit after tax pre-
exceptional items decreased by $3.8 million to $12.5 million,
largely driven by the sale of its shareholdings in the Glanbia
Cheese Limited and Glanbia Cheese EU Limited (collectively
“Glanbia Cheese”) joint ventures on 28 April 2023.
On completion, the Group received initial proceeds of €178.9
million, which included repayment of shareholder loans. The
memorandum of understanding for the sale was signed on
14 February 2023 and the Group ceased to apply the equity
method of accounting for its interest in these joint ventures from
this date.
Joint Ventures (Glanbia share)
$’m – pre-exceptionals 2023 2022 Change
Share of joint ventures’ profit after tax
– continuing operations 12.5 16.3 (3.8)
Total 12.5 16.3 (3.8)
Glanbia plc | Annual Report and Financial Statements
Chief Financial Officer’s review
Mark Garvey
Chief Financial Officer
A year of strong
earnings growth
delivers a record
performance
Adjusted EPS –
continuing operations ($)
131.37 cent
(2022: 109.57 cent)
+19.9% reported currency
+20.5% constant currency
EBITA (pre-exceptional)
$424.0m
(2022: $365.7m)
+15.9% reported currency
+16.4% constant currency
OCF conversion
90.4%
(2022: 85.7%)
OCF as % of EBITDA
ROCE – continuing operations
12.2%
(2022: 10.7%)
+150bps
Dividend payout ratio
29.2%
(2022: 31.0%)
Dividend per share as a % of adjusted EPS
(continuing and discontinued)
Profit after tax –
continuing operations
$347.7m
(2022: $210.3m)
+65.3% reported currency
+66.7% constant currency
Basic EPS –
continuing operations ($)
130.41 cent
(2022: 76.55 cent)
+70.4% reported currency
+71.7% constant currency
“A combination of pricing actions,
operational efficiencies and portfolio
evolution allowed the Group to
successfully navigate volatile market
conditions and deliver another year of
record earnings – the highest in the
history of the Group.”
Glanbia plc | Annual Report and Financial Statements
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Following a very strong performance in 2022, positive momentum
continued into 2023 with another record year of earnings, the
highest in the history of the Group. A combination of pricing
actions, operational eciencies and portfolio evolution enabled
the Group to successfully navigate volatile market conditions,
delivering this performance above the upper end of market
guidance, while continuing to evolve the Group’s strategic
agenda. Revenues decreased by 8.7% (constant and reported
currency) to $5.4 billion with EBITA (before exceptional gains)
of $424.0 million achieved, representing an increase of 16.4%
constant currency (reported 15.9%) over prior year. The Group
reported adjusted EPS of 131.37 cent (all continuing operations),
an increase of 20.5% constant currency (reported 19.9%) on
prior year. Basic EPS from continuing operations of 130.41 cent
was achieved (2022: 76.55 cent), an increase of 71.7% constant
currency (+70.4% reported).
The Group’s portfolio continued to evolve, completing the sale of
the Group’s holding in the Glanbia Cheese joint ventures to our
joint venture partner, Leprino Foods, in April 2023. The Group also
completed the exit of the Aseptic Solutions business, a small US
based bottling facility, concluding a process that commenced in
2022. During quarter four, the B2B bioactive ingredients business
of PanTheryx was acquired, further adding to the capacity and
capabilities of the Group.
2023 also marked the transition of presentation currency of
the Group from euro to US dollar, better reflecting the Group’s
core markets in light of recent portfolio changes. The change in
presentation currency reduces the impact of foreign exchange
volatility as the Group generates the majority of its revenues and
earnings, and has significant assets and liabilities denominated
in dollars.
Operating cash flow (“OCF”) was strong at $445.9 million
converting 90.4% of EBITDA into OCF, against a target of 80%
conversion. Free cash flow (“FCF”) for the year was $389.8 million.
Banking facilities were refinanced in late 2022, extending the
maturity of all near term Group facilities, with the earliest
becoming due for repayment in December 2027. When combined
with the Group’s ability to generate cash, this positions the Group
well with the capacity to finance future investments and progress
the strategic growth agenda.
Return on Capital Employed (“ROCE”) from continuing operations
increased by 150 basis points to 12.2% (2022: 10.7%), with the
consistent delivery of profits as the Group reshapes and
simplifies the portfolio, invests in profitable growth and continues
to drive margin improvement and strong operating returns.
Share buyback activity continued during 2023, returning
€100 million to shareholders in the year. With confidence
in the strong cash generation abilities of the organisation,
further buyback programmes will be considered in 2024 as an
eective mechanism to return value to shareholders, with an
additional buyback recently announced. In addition, the Board
is recommending a final dividend of 21.21 euro cent per share
representing a dividend payout of 29.2% of adjusted Earnings Per
Share in respect of 2023.
Finally, the Group continued to progress the ESG agenda during
2023 including the eective management of the evolving
regulatory environment globally. I was delighted to join the ESG
Committee in December 2023 and look forward to supporting
the organisation in delivering against our objectives in the future.
Looking ahead
In 2022, the Group’s three year ambitions (starting in 2023) were
outlined and after the first year, these ambitions remain firmly on
track. Management are confident that the strong performance
in 2023, coupled with a clear strategic direction, positions the
Group well to navigate a volatile environment, including rising
geopolitical tensions, the indirect impact of inflation and global
supply chain disruption, to further enable growth.
This growth journey will continue to be a blend of organic and
M&A activity as a strong financial position will enable the Group
to capitalise on these opportunities as they arise.
From 2024, the Group is adopting new commercial terms
associated with its US joint venture operations, changing the
recognition and presentation of revenues and cost of sales,
without any material impact on profits. In addition, the Group
will move to presentation of Earnings Before Interest, Tax,
Depreciation and Amortisation (“EBITDA”). These presentational
changes will continue the Group’s ambition to simplify reporting
to be more in line with its peers.
2023 Income Statement review
Revenue and EBITA
Revenue and EBITA are key performance indicators (“KPIs”) for
the Group. In particular the Group focuses on revenue, volumes
and EBITA margins to assess underlying performance. Details of
these KPIs are set out below.
$’m 2023 2022 Change
Constant
Currency
Change
Revenue
GPN 1,795.6 1,712.5 4.9% 4.8%
GN 3,629.8 4,231.2 (14.2%) (14.2%)
Total Revenue 5,425.4 5,943.7 (8.7%) (8.7%)
EBITA (pre-exceptional)
GPN 255.4 191.9 33.1% 33.7%
GN 168.6 173.8 (3.0%) (2.7%)
Total EBITA 424.0 365.7 15.9% 16.4%
EBITA margin (pre-exceptional)
GPN 14.2% 11.2% +300bps
GN 4.6% 4.1% +50bps
Total EBITA margin 7.8% 6.2% +160bps
Revenue
Revenue decreased in 2023 by 8.7% versus prior year (constant
and reported currency basis) to $5.4 billion. Like-for-like (“LFL”)
wholly-owned revenue decreased by 8.2%, driven by volume and
pricing declines of 0.5% and 7.7% respectively. Detailed analysis
of revenue is set out below.
Glanbia Performance Nutrition
FY22 FX FY22 CC Volume Price FY23
$0m
$300m
$600m
$1,000m
$1,300m
$1,600m
$2,000m
0.9m
(0.6%)
5.4%
$1,712.5m
$1,713.4m
$1,795.6m
Glanbia plc | Annual Report and Financial Statements
Chief Financial Officer’s review continued
Glanbia Performance Nutrition (“GPN”) recorded a total revenue
increase of 4.8% constant currency (4.9% reported) in 2023
versus prior year. LFL branded revenue grew 5.1%, with strong
performance across US Sports Nutrition, Healthy Lifestyle and
International markets driven by solid underlying consumption
trends as well as the successful implementation of price
increases to mitigate cost inflation, oset by headwinds in the
weight management category. Overall, price increases of 5.4%
were achieved, volume declined 0.6%.
Glanbia Nutritionals
Glanbia Nutritionals (“GN”) revenues declined 14.2% (constant
and reported currency) in 2023, driven by volume declines of
0.4%, price decreases of 13.0% and M&A related reductions of
0.8% as the positive impact of recent acquisitions was more than
oset by divestment activity.
Nutritional Solutions
FY22 FX FY22 CC Volume Price Acquisitions FY23
$0m
$250m
$500m
$750m
$1,000m
$1,250m
(1.3m)
(3.3%)
(9.0%)
(2.6%)
$1,186.8m
$1,185.5m
$1,008.5m
US Cheese
FY22 FX FY22 CC Volume Price FY23
$0m
$500m
$1,000m
$1,500m
$2,000m
$2,500m
$3,000m
(0.0m)
0.7%
(14.6%)
$3,044.4m $3,044.4m
$2,621.3m
Nutritional Solutions (“NS”) volumes decreased by 3.3%, with
a decline in premix volumes partially oset by positive dairy
volumes. NS pricing declined 9%, primarily due to lower whey
markets, partially oset by positive premix pricing. US Cheese
volumes were 0.7% higher than prior year, with negative pricing
of -14.6% due to market pricing dynamics.
EBITA (pre-exceptional)
EBITA before exceptional items increased 16.4% constant
currency (15.9% reported) to $424.0 million (2022: $365.7 million)
with strong EBITA delivery in GPN, with GN marginally down
primarily due to supply chain destocking. EBITA margin in FY
2023 was 7.8% compared to 6.2% in 2022, representing an
increase of 160 basis points.
GPN pre-exceptional EBITA increased by 33.7% constant
currency to $255.4 million (2022: $191.9 million), an increase of
33.1% on a reported basis. GPN pre-exceptional EBITA margin
at 14.2% for the year was 300 basis points higher than prior year
(2022: 11.2%).
GN pre-exceptional EBITA declined 2.7% constant currency
to $168.6 million (2022: $173.8 million), a decrease of 3.0% on a
reported basis. GN pre-exceptional EBITA margin was 4.6%, an
increase of 50 basis points from 2022 (2022: 4.1%).
Net finance costs (pre-exceptional)
$’m 2023 2022 Change
Finance income 9.8 1.9 7.9
Finance costs (22.1) (23.7) 1.6
Net finance costs (12.3) (21.8) 9.5
Net finance costs (pre-exceptional) decreased by $9.5 million
to $12.3 million (2022: $21.8 million). The decrease was primarily
driven by a reduction in the Group’s average net financial
indebtedness during 2023 compared to 2022, as well as strong
returns on gross cash balances as variable interest rates rose
in the period. The Group’s average interest rate was 2.0% (2022:
2.3%). Glanbia operates a policy of fixing a significant amount of
its interest exposure, with 95% of projected 2024 debt currently
contracted at fixed rates.
Share of results of joint ventures (all continuing operations)
$’m – pre-exceptional 2023 2022 Change
Share of profits of joint
ventures 12.5 16.3 (3.8)
The Group’s share of results of joint ventures is stated after tax
and before exceptional items. The Group’s share of joint venture
profits from continuing operations decreased by $3.8 million to
$12.5 million (2022: $16.3 million), primarily as a result of disposals
in the year (see below), somewhat oset by an improvement in
the performance of the retained US joint venture operations.
Following the agreement reached to sell the Group’s share of its
investments in the Glanbia Cheese UK and Glanbia Cheese EU
joint venture operations on 14 February 2023, equity accounting
ceased to apply from this date and the investments were
considered held-for-sale. This sales transaction was completed
on 28 April 2023.
Income taxes
$’m 2023 2022 Change
Income taxes 44.7 27.1 17.6
Exceptional tax credit 1.8 6.0 (4.2)
Income taxes (pre-exceptional) 46.5 33.1 13.4
Effective tax rate 14.0% 12.5% +150bps
The 2023 pre-exceptional tax charge increased by $13.4 million to
$46.5 million (2022: $33.1 million). This represents an eective tax
rate, excluding joint ventures, of 14.0% (2022: 12.5%). The tax credit
related to exceptional items is $1.8 million (2022: credit of $6.0
million). The Group currently expects that its eective tax rate for
2024 will increase as a result of global tax legislation changes in
the jurisdictions in which the Group operates.
Glanbia plc | Annual Report and Financial Statements
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Exceptional items
$’m – continuing operations 2023 2022
Net exceptional gain on disposal/exit of
operations (note 1)
56.3 -
Pension related costs (note 2) (2.5) (1.8)
Portfolio related reorganisation costs
(note 3)
(6.0) (3.1)
Changes in fair value of contingent
consideration (note 4)
- 7.1
Non-core assets held-for-sale (note 5) - (46.1)
Total 47.8 (43.9)
Share of results of joint ventures (note 2) - 0.2
Exceptional tax credit 1.8 6.0
Exceptional gain/(charge) – continuing
operations 49.6 (37.7)
$’m – discontinued operations 2023 2022
Exceptional (charge)/gain from
discontinued operations (note 6) (3.2) 60.3
Total exceptional gain in the year 46.4 22.6
Details of the exceptional items are as follows:
1. Net exceptional gain on disposal/exit of operations primarily
relates to the net gains on disposal of the UK and EU Glanbia
Cheese joint venture operations and a small US bottling
facility (Aseptic Solutions) which was designated as held-for-
sale at 31 December 2022 (note 5 below). Both transactions
concluded during 2023 and the net gain represents the
dierence between proceeds received net of costs associated
with the divestment and exit of these non-core businesses and
the carrying value of the investments.
2. Pension related costs relate to the restructure of legacy
defined benefit pension schemes associated with the Group
and joint ventures, which included initiating a process for the
ultimate buyout and wind up of these schemes and a further
simplification of schemes that remain. Costs incurred relate
to the estimated cost of the settlement loss as a result of
acquiring bulk purchase annuity policies to mirror and oset
movements in known liabilities of the schemes (“buy-in”
transaction), as well as related advisory and execution costs,
net of gains from risk reduction activities. The restructuring
eort involved the careful navigation of external market
factors, with final wind up of the schemes anticipated in 2024.
3. Portfolio related reorganisation costs relate to indirect one
o costs as a result of recent portfolio changes. Following
divestment decisions related to non-core businesses, the
Group launched a programme to realign Group-wide support
functions and optimise structures of the remaining portfolio,
to more eciently support business operations and growth.
This strategic multi-year programme continues in 2024. Costs
incurred to date relate to advisory fees and people-related
costs.
4. Prior year changes in fair value of contingent consideration
relate to contingent payments associated with the 2021
LevlUp acquisition that reduced following an assessment of
conditions that gave rise to the additional payments.
5. Prior year non-core assets held-for-sale relate to fair value
adjustments to reduce the carrying value of certain assets to
recoverable value. The assets relate to the Aseptic Solutions
business which was successfully divested during 2023 (see
note 1 above).
6. Exceptional (charge)/gain from discontinued operations
relates to the divestment of Tirlán Limited (formerly known as
Glanbia Ireland DAC) (“Tirlán”). The prior year gain represents
the initial gain on disposal of the Group’s interest in this
entity. The current year charge relates to the crystallisation
of certain contingent costs associated with the divestment
transaction following the conclusion of negotiations
on separation of the common infrastructure of both
organisations.
Profit after tax
$’m 2023 2022 Change
Profit after tax – continuing
operations 347.7 210.3 137.4
(Loss)/profit after tax –
discontinued operations (3.2) 60.3 (63.5)
Profit after tax for the year 344.5 270.6 73.9
Profit after tax for the year was $344.5 million compared to
$270.6 million in 2022, comprising continuing operations of
$347.7 million (2022: $210.3 million) and a loss on discontinued
operations of $3.2 million (2022: profit of $60.3 million).
Profit after tax from continuing operations comprises pre-
exceptional profit of $298.1 million (2022: $248.0 million) and net
exceptional gain of $49.6 million (2022: charge of $37.7 million).
The $50.1 million increase in pre-exceptional profit after tax
from continuing operations is driven by the continued growth
in profitability of wholly-owned businesses net of reduced
profitability of joint ventures following the disposal of the UK and
EU cheese joint venture operations in April 2023.
Profit after tax from discontinued operations relates to the
divestment of the Group’s interest in Tirlán which completed in
April 2022, with further costs associated with the transaction
crystallising in 2023.
Earnings Per Share
2023 2022
Reported
Change
Constant
Currency
Change
Basic EPS 129.21c 98.40c 31.3% 31.3%
– continuing 130.41c 76.55c 70.4% 71.7%
– discontinued (1.20c) 21.85c (105.5%) (105.3%)
Adjusted EPS 131.37c 109.57c 19.9% 20.5%
– continuing 131.37c 109.57c 19.9% 20.5%
– discontinued nil nil nil nil
Basic EPS increased by 31.3% reported versus prior year, driven
by a year-on-year increase in pre-exceptional profitability
and the exceptional one o gains arising on portfolio related
adjustments.
Adjusted EPS is a KPI of the Group, a key metric guided to the
market and a key element of Executive Director and senior
management remuneration. Adjusted EPS increased by
20.5% constant currency (19.9% reported) in the year, all from
continuing operations.
Glanbia plc | Annual Report and Financial Statements
Chief Financial Officer’s review continued
Cash flow
The principal cash flow KPIs of the Group and Business Units
are Operating Cash Flow (“OCF”) and Free Cash Flow (“FCF”).
OCF represents EBITDA of the wholly-owned businesses net of
business-sustaining capital expenditure and working capital
movements, excluding exceptional cash flows. FCF is calculated
as the cash flow in the year before the following items: strategic
capital expenditure, equity dividends paid, expenditure on share
buyback, acquisition spend, proceeds received on disposal,
exceptional costs paid, loans/equity invested in joint ventures
and foreign exchange movements. These metrics are used
to monitor the cash conversion performance of the Group
and Business Units and identify available cash for strategic
investment. OCF conversion, which is OCF as a percentage
of EBITDA is a key element of Executive Director and senior
management remuneration. OCF and FCF for the Group are
outlined below, with further information included in the glossary
on pages 252 to 260.
$’m 2023 2022
EBITDA pre-exceptional 493.4 436.8
Movement in working capital (pre-
exceptional) (25.0) (42.1)
Business-sustaining capital expenditure (22.5) (20.4)
Operating cash flow 445.9 374.3
Net interest and tax paid (51.8) (85.7)
Dividends from joint ventures 32.0 15.3
Payment of lease liabilities (19.9) (17.4)
Other inflows/(outflows) (16.4) (3.5)
Free cash flow 389.8 283.0
Strategic capital expenditure (51.7) (52.1)
Dividends paid to Company shareholders (97.2) (88.9)
Share buyback (purchase of own shares) (108.7) (182.8)
Payment for acquisition of businesses/
subsidiaries (72.2) (60.3)
Exceptional costs paid (13.5) (22.4)
Proceeds from sale of property, plant and
equipment – 3.6
Loans/investment in joint ventures 67.8 (19.2)
Proceeds on disposal of non-core
businesses 132.0 339.3
Net cash flow 246.3 200.2
Exchange translation (5.5) (8.6)
Cash/(debt) acquired on acquisition 0.5 1.0
Net debt movement 241.3 192.6
Opening net debt (490.0) (682.6)
Closing net debt (248.7) (490.0)
OCF was $445.9 million in the year (2022: $374.3 million) and
represents a strong cash conversion on EBITDA of 90.4%
(2022: 85.7%). The OCF conversion target for the year was 80%.
The increase in OCF since prior year was due primarily to the
increased profitability across the business, combined with a
reduced investment in working capital as pricing and inventory
volumes returned to more normalised levels following a level of
significant inflation and supply chain disruption throughout 2022.
FCF was $389.8 million versus $283.0 million in 2022, with the
movement since prior year primarily as a result of movements in
OCF (as outlined above), as well as reduction in net interest cost
and increased dividend returns from joint venture operations.
Capital allocated for the benefit of shareholders includes regular
dividend payments of $97.2 million (2022: $88.9 million) and the
execution of the share buyback programme of €100 million
(2022: €173.5 million). The Board continues to review buyback
programmes as part of the Group’s capital allocation strategy as
they provide an opportunity to allocate capital to the benefit of
shareholders.
Acquisition spend relates primarily to the acquisition of the
B2B bioactive ingredients business of PanTheryx, for an initial
consideration of $45.1 million and the final contingent payment
in respect of the 2022 Sterling Technology acquisition of $26.8
million. Divestment proceeds relate primarily to the disposal of
the Group’s interests in Glanbia Cheese UK and EU joint ventures
in April 2023.
Loans to/equity in joint ventures during 2023 includes the full
repayment of outstanding loans to Glanbia Cheese EU, in
advance of completing the disposal of the UK and EU cheese
businesses in April 2023.
Group financing
Financing Key Performance Indicators 2023 2022
Net debt ($’m) 248.7 490.0
Net debt: adjusted EBITDA 0.5 times 1.13 times
Adjusted EBIT: adjusted net finance
cost 38.1 times 17.0 times
The Group’s financial position continues to be strong. At year-
end 2023, net debt was $248.7 million (2022: $490.0 million), a
decrease of $241.3 million from prior year and the Group had
committed debt facilities of $1.3 billion (2022: $1.3 billion) with
a weighted average maturity of 4.7 years (2022: 5.8 years).
Glanbia’s ability to generate cash, as well as available debt
facilities ensures the Group has considerable capacity to finance
future investments. Net debt to adjusted EBITDA was 0.5 times
(2022: 1.13 times) and interest cover was 38.1 times (2022: 17.0
times), both metrics remaining well within financing covenants.
Use of capital
Capital expenditure
Cash outflow relating to capital expenditure in the year
amounted to $74.2 million (2022: $72.5 million), including $22.5
million of business-sustaining capital expenditure and $51.7
million of strategic capital expenditure. Key strategic projects
completed in 2023 include ongoing capacity enhancement,
business integrations and IT investments to drive further
eciencies in operations.
Investments in Joint Ventures
During 2023, a further $3.5 million was advanced to the Glanbia
Cheese EU operations which were subsequently divested
along with the Glanbia Cheese UK operations. In advance of
the divestment of UK and EU joint venture operations, which
completed in April 2023, outstanding loans of $71.3 million were
repaid in full.
Return on Capital Employed
2023 2022 Change
Return on Capital Employed: 12.2% 10.7% +150bps
– continuing operations 12.2% 10.7% +150bps
– discontinued operations – – –
ROCE increased in 2023 by 150 basis points to 12.2%. This increase
was primarily due to the continued growth in profitability of the
wholly-owned business, as well as the successful execution of
strategy through pricing and eciency improvements to improve
Glanbia plc | Annual Report and Financial Statements
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margin and drive sustainable long term returns. Acquisitions
remain a key part of the growth strategy of the Group with
investments assessed against a target benchmark of 12% return
after tax by the end of year three.
Annual impairment testing
The Group monitors the performance of acquisitions on an
ongoing basis and completes annual impairment reviews in
respect of goodwill and intangible assets. No impairments
were identified from the 2023 review, nor did sensitivity analysis
identify any scenarios where a reasonably possible change in
assumptions would result in an impairment charge. Full details
of the annual impairment reviews are set out in Note 16 of the
financial statements.
For the purposes of impairment testing, assets are grouped at
the lowest level for which there are separately identifiable cash
inflows, in Cash Generating Units (“CGUs”), and these CGUs are
kept under review to ensure that they reflect any changes to the
interdependencies of cash flows within the Group.
Dividends
The Board is recommending a final dividend of 21.21 €cent per
share which brings the total dividend for the year to 35.43 €cent
per share, a 10% increase on the prior year. This total dividend
represents a return of €93.9 million to shareholders from 2023
earnings and a payout ratio of 29.2% of 2023 adjusted Earnings
Per Share which is in line with the Board’s target dividend payout
ratio of 25% to 35%. The final dividend will be paid on 3 May 2024
to shareholders on the share register on 22 March 2024.
Total Shareholder Returns
Total Shareholder Return (“TSR”) for Glanbia in 2023 was 28.04%.
The STOXX Europe 600 Food & Beverage Index (F&B Index), a
benchmark for the Group, decreased by 0.73% in 2023. The three-
year period 2021 to 2023 Glanbia TSR was +54.16% versus the F&B
Index which increased by 8.03%. The five-year Glanbia TSR to
2023 was +2.28% versus the F&B Index of +31.79%. Glanbia’s share
price at the end of the financial year was €14.91 compared to
€11.92 at the 2022 year-end, representing an increase of 25.1%.
Impact of new and amended accounting standards
Adoption of new standards and amendments to existing
standards during the year did not have a material impact on the
Group.
Pension
The Group’s net pension position under IAS 19 (revised)
‘Employee Benefits’, before deferred tax, improved by $5.5
million since 2022, resulting in a net pension asset of $7.2 million
at 30 December 2023 (2022: asset of $1.7 million). The defined
benefit pension position is calculated by discounting the
estimated future cash outflows using appropriate corporate
bond rates. During 2023, the Company progressed the
restructuring of UK pension schemes successfully completing
the “buy-out” of two legacy schemes and further reducing the
Group’s exposure to liabilities on these schemes. It is anticipated
that these UK schemes will ultimately be wound up in 2024.
Foreign exchange
Glanbia generates the majority of its earnings in US dollar
currency and has significant assets and liabilities denominated
in US dollars. As a result, from 2023 Glanbia changed the
currency in which it presents its financial results from euro to
US dollar to reduce (but not eliminate) the impact to reported
numbers arising from currency movements year-on-year
and on retranslation of non-monetary assets and liabilities
in the preparation of the consolidated financial statements.
Commentary continues to be provided on a constant currency
basis to provide a better reflection of the underlying operating
results in the year, removing the translational currency impact.
To arrive at the constant currency change, the average foreign
exchange rate for the current period is applied to the relevant
reported result from the same period in the prior year. Key non-
US dollar currencies for the Group over the period were euro and
pound sterling, for which average and year-end rates were as
follows:
Average Year-end
2023 2022 2023 2022
1 US dollar
converted to euro 0.9247 0.9493 0.9050 0.9376
1 US dollar
converted to
pound sterling 0.8043 0.8095 0.7865 0.8315
Investor relations
Glanbia has a proactive approach to shareholder engagement
with the Annual General Meeting (“AGM”) being a key event
annually. In 2023, an in person AGM was held on 4 May at the
Lyrath Hotel in Kilkenny, Ireland. All details relating to the AGM
were published on the Company’s website: www.glanbia.com/
agm.
The Group Chairman consulted directly with a number of
shareholders during the year. In addition, the Chair of the
Remuneration Committee consulted with shareholders on
the Company’s Remuneration Policy. Feedback from these
engagements was shared with and discussed with the Board.
In 2023, Glanbia attended 11 international equities investor
conferences. In May 2023, the Group held an analyst event in
London, UK, providing a deep dive on the GPN business, its
strategy and key growth drivers.
In addition to full year and half year results, Glanbia publishes
interim management statements after the first and third
quarters to provide investors with a regular update on
performance and expectations throughout the year. All releases,
reports and presentations are made available immediately on
publication on the Group’s investor relations website.
Annual General Meeting (AGM)
Glanbia plc’s AGM will be held on Wednesday, 1 May 2024, at 11.00
a.m. in the Newpark Hotel, Kilkenny, R95 KP63, Ireland.
Mark Garvey
Chief Financial Officer
Glanbia plc | Annual Report and Financial Statements
We recognise that food
systems are deeply
connected to the planet’s
resources, and companies
like ours play a critical role in
protecting the environment.
Discover more on pages
-
Together with our stakeholders, we’re working to
support a resilient food system and find solutions
to the world’s most urgent environmental
challenges. Our sustainability strategy focuses on
our people, our planet and our performance.
Impact
Delivering
Glanbia plc | Annual Report and Financial Statements
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People
At Glanbia we want to
empower all our people to
perform at their best,
realise and expand their
potential and build
fulfilling careers.
Performance
Working together with our
stakeholders and focusing
on areas with the highest
impact, we strive to help
protect the environment
for generations to come.
Planet
When it comes to climate
change, we have strict
environmental targets
related to climate, water,
packaging and waste.
Discover more on page
-
Discover more on pages -
Discover more on page
Glanbia plc | Annual Report and Financial Statements
Sustainability
At Glanbia, we deliver better nutrition
for every step of life’s journey. Each
decision we make and action we take is
rooted in respect: respect for people in
communities near and far, respect for the
planet, respect for business ethics and
for performance.
Our purpose and products have real
meaning and impact in a world where
lifestyle diseases are the number one
killer worldwide, and where better
diets and active lifestyles are the most
important preventative measures. Better
Nutrition is at the core of what we do. In
Glanbia Performance Nutrition (“GPN”)
our products support consumers directly,
and in Glanbia Nutritionals (“GN”) our
functional ingredients and solutions
support the wider food industry and
customer base.
Delivering Better Nutrition is our
purpose. Our Environmental, Social and
Governance (“ESG”) focus is about how
we bring that to life. It is about delivering
better nutrition responsibly.
Driving action to achieve our
sustainability targets
Guided by our materiality assessments
on where to prioritise, we have developed
a robust and ambitious approach to
our ESG strategy. This strategy sets out
our targets and actions focused on our
People, Planet and Performance.
We advance with intent and contribute to
the delivery of global goals, such as the
United Nations Sustainable Development
Goals (“SDGs”) and the Paris Agreement.
Supported by expert external advisors
and aligned to the SDGs, we have taken
a rigorous approach to measuring our
impacts through data, baselining, and
risk assessments, setting a clear strategy
and aligning to science-based targets.
We recognise the importance of
transparent and consistent reporting to
ensure our stakeholders are informed and
to provide accountability for progress
made against our stated commitments.
This section of our Annual Report outlines
our performance for 2023, which includes
our annual Taskforce for Climate-related
Financial Disclosure (“TCFD”) disclosures.
For more information, see pages -.
Our Annual Report is complemented by
a separate Sustainability Report aligned
with the Global Reporting Initiative (“GRI”)
standards and the Carbon Disclosure
Project (“CDP”) disclosures, providing
further detail on our performance to date.
“We recognise that food systems are
deeply connected to the planet’s
resources, and companies like ours
play a critical role in protecting the
environment.”
Hugh McGuire
CEO Glanbia
Better Nutrition,
Better World
Section highlights:
Our 2023 GHG footprint in Scope 1 and 2 decreased
by 15.9% compared to 2022
Invested in an extensive Scope 3 project designed
to deliver a dairy decarbonisation roadmap
Achieved a 3.44% decrease in absolute freshwater
withdrawal and reduced freshwater use intensity
by 6% versus 2021 base year
Global packaging recyclability weights increased
from 62% in 2022 to 76% in 2023
Glanbia plc | Annual Report and Financial Statements
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Awareness and support for the delivery
of our ESG agenda is driven by the Board
and cascades through the Group. We
have linked our ambition to remuneration.
Senior management long-term incentives
are directly linked to the achievement
of our environmental sustainability
goals (see page 141-145 for more detail),
while actions on our social agenda are
reflected in senior management short-
term incentives, see page 137.
We strive to ensure our overall ESG
ambition and commitments are
integrated into our strategic planning
and risk management oversight. As
part of the Group Risk Management
Framework, we ensure ESG risks are
identified, evaluated and assessed.
Where deemed material, such risks are
monitored and reported upon, with the
appropriate mitigating actions feeding
into our strategy and operational
response.
During 2023, in recognition of the EU
Corporate Sustainability Reporting
Directive and associated mandatory
European Sustainability Reporting
Standards coming into eect over
the coming years, a number of steps
have been undertaken to ensure our
readiness, including the establishment of
a dedicated ESG Reporting and Systems
Steering Committee to oversee our
implementation plan, which comprises of
a multi-discipline senior leadership group
reflecting the wide-reaching nature of
these standards.
We have made good progress
against our stated targets across our
environmental pillars, refer to pages
55-60. In 2024 we will continue to drive
performance with delivery of our Scope 3
decarbonisation plan a key focus area.
Food safety and quality is a non-
negotiable for us as a Group, refer to
page 62 for details of our performance
highlights during 2023.
We are proud of the advancements made
to support and protect our people, see
pages 28-31 within the People section of
this report, for details on the progress
made against our stated Diversity, Equity
and Inclusion (“DE&I”) ambition and page
30 for a review of the 2023 Group Health
and Safety programme and results.
Guided by our materiality assessment our ambition and strategy is focused around our most material ESG impacts. We recognise the
global impact our corporate actions have on the environment and society, and have mapped the SDGs that we are addressing as part
of our ESG framework.
People. Planet. Performance.
Refer to pages - for details on our stakeholder engagement process and outcomes, pages - for further details on how
Glanbia considers SDGs in the way we operate and page on the process undertaken to identify our most material ESG topics.
People
including our Society
Planet Performance
• Employee engagement
and development
• Employee health, safety and
wellbeing
• Diversity, equity and inclusion
• Responsible sourcing
• Food safety and quality
• Nutrition
• Climate change
• Water
• Waste
• Sustainable products and
packaging
• Biodiversity
• Economic contribution
• Business ethics
• Risk management
• Transparency and reporting
Discover more on page -
Discover more on page -,
-
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Glanbia plc | Annual Report and Financial Statements
Sustainability continuedSustainability continued
Showing respect for all our stakeholders
Stakeholder group – why we engage Key topics How we engage Outcomes
Read
more
leadership and
education
Employees
Regular and ongoing engagement with our employees is
key to attracting, developing and retaining a talented,
dedicated and motivated workforce which ensures the
successful delivery of our strategy and achievement
of our purpose.
• Group strategic agenda/
priorities
• Safety and support at work
• Smart (flexible) working
• Diverse and inclusive workplaces
• Career development
• Reward framework
• Implemented multi-year
‘Grow@Glanbia’
programme, using
technology to enable
personalised employee
development and
engagement
• Ongoing engagement
through one-to-one
meetings, team meetings
and town halls
• Engagement and regular
pulse surveys
• Connection to the Board
through a dedicated
Workforce Engagement
Director (Group
Chairman)
• Employee Resource
Groups
• ‘Speak Up’ and
Whistleblowing
procedures
• Monitoring of actions to
address topics raised by
employees
• ESG impact materiality
assessment
Employee attraction, retention and engagement
Our approach keeps us connected with our people. It helps attract, develop, retain
and motivate our workforce, sustaining our competitive advantage and long-
term success. It provides key insights into the effectiveness of employee-related
programmes and key focus areas. It also helps us strengthen our approach to
diversity, equity and inclusion across our businesses.
• Employee engagement score of 72 points (up 1 point since 2022).
• Employee survey scores increased across all Business Units on our key focus
areas of wellbeing and communication.
Pages
28-29
our consumers and
customers
Customers and consumers
Strong engagement with our customers and consumers
enables us to operate a customer-centric business model
and act as our customers’ most valued partner, creating a
world of sustainable nutrition.
• Insights on consumer trends
• Stable supply of high-quality
products and ingredients
• Food safety & quality
• Sustainable food with a lower
environmental footprint,
produced in a responsible way
• Customer relationship
development – key
account managers, R&D
insights and brand teams
• Company websites and
social media
• Formal market research
• Exhibitions
• Product information on
packaging
• Customer surveys
• GPN sports nutrition
school
• ESG impact materiality
assessment
Engaging with our consumers means we enable them to achieve their
lifestyle and nutrition goals. We bring strong market insights and
secure supply quality to our customers
• The ON brand is one of the world’s most awarded, most reviewed and most
nominated sport nutrition brands by consumers.
• ON is now a $1bn brand consistently recording strong Net Promotor Scores.
• Gold Standard Whey tub certified “Widely Recycled” by How2Recycle.
• GN is the ingredients partner of choice to some of the world’s leading brands.
• Supporting customer ESG ambition through the provision of transparent, product
specific data sharing.
Pages
32-39
Local communities
By fostering strong relationships with the communities in
which we operate, we can help support livelihoods and
create a better society while protecting the environment.
• Economic development of the
communities in which we
operate
• ESG impact on local
communities
• GPN sports nutrition
school
• Employee volunteering
programme
• Ongoing dialogue and
funding of community
and charitable
organisations
• ESG impact materiality
assessment
Strong and positive community relationships
Engaging with our local communities during 2023 ensured that we increased our
understanding of their needs and priorities, addressed any concerns and identified
areas for value creation.
Pages
63,95
Shareholders
Active engagement with our shareholders ensures they
are aware of the Group’s business environment, strategy,
performance and sustainability commitments. The views
of our shareholders help to inform the strategic decision
making of the Board.
• Strategic agenda/priorities
• Governance performance
• Portfolio evolution through
organic growth, acquisitions
and divestments
• ESG agenda and priorities
• Capital Markets Day
• Investor meetings and
conferences
• Regular externally
published performance
and strategy updates
• Perception survey
• Annual general meeting
• One-to-one meetings
and calls
• Climate Disclosure
Project climate change
and water reporting
• Key investor rating
assessments
• ESG impact materiality
assessment
Trust and engagement from the investor community
Engagement with investors helps us to understand their expectations of our
strategic agenda, risk management, financial and ESG performance. During 2023,
investor focus continued around the Group’s strategic direction, performance,
emissions reduction and employee engagement.
Page 94
our value chain
partners
Suppliers and business partners
By partnering and engaging with our suppliers, and
establishing trusted business partnerships within our value
chain, we enable them to meet our high standards in food
safety and quality, business ethics, labour, human rights
and the environment.
• Responsible sourcing and use of
raw materials
• Long-term, sustainable
partnerships
• Positive environmental and
social impact
• Ethical business conduct
• Supplier surveys and
audits
• Contractual meetings
• Tenders
• Information requests
• E-tendering platforms
• Assessment and due
diligence
• Membership of industry
associations
• Membership in industry
expert panels
• ESG impact materiality
assessment
Partnering with our suppliers to make sustained positive impact in
the value chain
We engage with suppliers to develop a responsible and sustainable supply chain
needed to deliver innovative and sustainable products. During 2023, we specifically
engaged with our suppliers to drive improvements across our sustainability priority
areas.
Pages
56,61,95
our value chain
partners
Government and non-governmental
organisations (NGOs)
Through active engagement with governments and NGOs
we can share valuable insights gained as a global nutrition
company on the strategic issues facing our industry, while
increasing our understanding of wider issues, enabling us
to add value to relevant policy and regulatory debates and
support industry initiatives.
• Regulation across all business
activities
• Reliable and complete
corporate reporting
• Contribution to local economy
and communities
• Climate change and
environmental preservation
• Responsible sourcing
• Human rights, diversity, equity
and inclusion
• Industry associations
• Briefings and direct
meetings
• Multistakeholder forums
• Participating in relevant
calls for information
• One-to-one meetings
• Participation in events
• ESG impact materiality
assessment
Engagement with Government and NGOs
Our engagement with local and national regulators, governments and industry
associations, ensures that we contribute to issues relevant to our activities, improve
our sustainability performance and compliance and progress projects for the
enhancement of society.
Through our memberships and partnerships with NGOs we continue to be involved
in developing industry best practices across a range of established sustainability
topics and collaborating on integrated solutions across the value chain.
Page 95
Key Stakeholder
engagement in 2023
One of Glanbia’s core values is
‘Showing Respect’. Valuing all
our people, our producers and
our communities is at our core
and builds a better business. To
support this core value Glanbia
aims to create trusted relationships
through eective engagement
and to understand the needs of
all our stakeholders. The Board is
aware that the Group’s actions
and decisions impact all our
stakeholders, and it ensures that
there is regular dialogue taking
place with stakeholders, which is
carried out by those most relevant
to the stakeholder group or issue,
and discussed appropriately in the
boardroom.
See more information
see pages -
Glanbia plc | Annual Report and Financial Statements
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OTHER
INFORMATION
Stakeholder group – why we engage Key topics How we engage Outcomes
Read
more
leadership and
education
Employees
Regular and ongoing engagement with our employees is
key to attracting, developing and retaining a talented,
dedicated and motivated workforce which ensures the
successful delivery of our strategy and achievement
of our purpose.
• Group strategic agenda/
priorities
• Safety and support at work
• Smart (flexible) working
• Diverse and inclusive workplaces
• Career development
• Reward framework
• Implemented multi-year
‘Grow@Glanbia’
programme, using
technology to enable
personalised employee
development and
engagement
• Ongoing engagement
through one-to-one
meetings, team meetings
and town halls
• Engagement and regular
pulse surveys
• Connection to the Board
through a dedicated
Workforce Engagement
Director (Group
Chairman)
• Employee Resource
Groups
• ‘Speak Up’ and
Whistleblowing
procedures
• Monitoring of actions to
address topics raised by
employees
• ESG impact materiality
assessment
Employee attraction, retention and engagement
Our approach keeps us connected with our people. It helps attract, develop, retain
and motivate our workforce, sustaining our competitive advantage and long-
term success. It provides key insights into the effectiveness of employee-related
programmes and key focus areas. It also helps us strengthen our approach to
diversity, equity and inclusion across our businesses.
• Employee engagement score of 72 points (up 1 point since 2022).
• Employee survey scores increased across all Business Units on our key focus
areas of wellbeing and communication.
Pages
28-29
our consumers and
customers
Customers and consumers
Strong engagement with our customers and consumers
enables us to operate a customer-centric business model
and act as our customers’ most valued partner, creating a
world of sustainable nutrition.
• Insights on consumer trends
• Stable supply of high-quality
products and ingredients
• Food safety & quality
• Sustainable food with a lower
environmental footprint,
produced in a responsible way
• Customer relationship
development – key
account managers, R&D
insights and brand teams
• Company websites and
social media
• Formal market research
• Exhibitions
• Product information on
packaging
• Customer surveys
• GPN sports nutrition
school
• ESG impact materiality
assessment
Engaging with our consumers means we enable them to achieve their
lifestyle and nutrition goals. We bring strong market insights and
secure supply quality to our customers
• The ON brand is one of the world’s most awarded, most reviewed and most
nominated sport nutrition brands by consumers.
• ON is now a $1bn brand consistently recording strong Net Promotor Scores.
• Gold Standard Whey tub certified “Widely Recycled” by How2Recycle.
• GN is the ingredients partner of choice to some of the world’s leading brands.
• Supporting customer ESG ambition through the provision of transparent, product
specific data sharing.
Pages
32-39
Local communities
By fostering strong relationships with the communities in
which we operate, we can help support livelihoods and
create a better society while protecting the environment.
• Economic development of the
communities in which we
operate
• ESG impact on local
communities
• GPN sports nutrition
school
• Employee volunteering
programme
• Ongoing dialogue and
funding of community
and charitable
organisations
• ESG impact materiality
assessment
Strong and positive community relationships
Engaging with our local communities during 2023 ensured that we increased our
understanding of their needs and priorities, addressed any concerns and identified
areas for value creation.
Pages
63,95
Shareholders
Active engagement with our shareholders ensures they
are aware of the Group’s business environment, strategy,
performance and sustainability commitments. The views
of our shareholders help to inform the strategic decision
making of the Board.
• Strategic agenda/priorities
• Governance performance
• Portfolio evolution through
organic growth, acquisitions
and divestments
• ESG agenda and priorities
• Capital Markets Day
• Investor meetings and
conferences
• Regular externally
published performance
and strategy updates
• Perception survey
• Annual general meeting
• One-to-one meetings
and calls
• Climate Disclosure
Project climate change
and water reporting
• Key investor rating
assessments
• ESG impact materiality
assessment
Trust and engagement from the investor community
Engagement with investors helps us to understand their expectations of our
strategic agenda, risk management, financial and ESG performance. During 2023,
investor focus continued around the Group’s strategic direction, performance,
emissions reduction and employee engagement.
Page 94
our value chain
partners
Suppliers and business partners
By partnering and engaging with our suppliers, and
establishing trusted business partnerships within our value
chain, we enable them to meet our high standards in food
safety and quality, business ethics, labour, human rights
and the environment.
• Responsible sourcing and use of
raw materials
• Long-term, sustainable
partnerships
• Positive environmental and
social impact
• Ethical business conduct
• Supplier surveys and
audits
• Contractual meetings
• Tenders
• Information requests
• E-tendering platforms
• Assessment and due
diligence
• Membership of industry
associations
• Membership in industry
expert panels
• ESG impact materiality
assessment
Partnering with our suppliers to make sustained positive impact in
the value chain
We engage with suppliers to develop a responsible and sustainable supply chain
needed to deliver innovative and sustainable products. During 2023, we specifically
engaged with our suppliers to drive improvements across our sustainability priority
areas.
Pages
56,61,95
our value chain
partners
Government and non-governmental
organisations (NGOs)
Through active engagement with governments and NGOs
we can share valuable insights gained as a global nutrition
company on the strategic issues facing our industry, while
increasing our understanding of wider issues, enabling us
to add value to relevant policy and regulatory debates and
support industry initiatives.
• Regulation across all business
activities
• Reliable and complete
corporate reporting
• Contribution to local economy
and communities
• Climate change and
environmental preservation
• Responsible sourcing
• Human rights, diversity, equity
and inclusion
• Industry associations
• Briefings and direct
meetings
• Multistakeholder forums
• Participating in relevant
calls for information
• One-to-one meetings
• Participation in events
• ESG impact materiality
assessment
Engagement with Government and NGOs
Our engagement with local and national regulators, governments and industry
associations, ensures that we contribute to issues relevant to our activities, improve
our sustainability performance and compliance and progress projects for the
enhancement of society.
Through our memberships and partnerships with NGOs we continue to be involved
in developing industry best practices across a range of established sustainability
topics and collaborating on integrated solutions across the value chain.
Page 95
Glanbia plc | Annual Report and Financial Statements
Sustainability continued
Showing respect for all our stakeholders continued
Sustainable Development Goals
The 17 United Nations Sustainable Development Goals (“SDGs”) are a global call to action to address poverty, injustice, and inequality,
while tackling climate change. Our aim is for our business activities to create shared value that is both measurable and makes a
recognisable contribution to society. While all 17 SDGs are critical, as part of our sustainability strategy, we have identified six SDGs on
which we have the strongest impact through our business actions. These six SDGs and their impact are outlined below.
SDG 2: Zero hunger
We develop and deliver products with nutritional attributes.
We collaborate with organisations to help better meet society’s food challenges.
Target area: Glanbia’s approach
2.1 End hunger and ensure access by all people Relating to this target from the respect of access to safe, nutritious and sufficient food, we develop cost
effective nutrition solutions, which meet the highest food safety quality standards and are driven by our
‘Better Nutrition’ strategy.
2.2 End all forms of malnutrition Our portfolio of ingredient solutions and brands support the creation of nutritious foods, beverages and
supplements that address the most common consumer health and lifestyle needs.
2.4 Sustainable food production systems Working with our suppliers, we encourage adoption of sustainable practices that increase resilience,
productivity and help maintain ecosystems.
Impact examples
We recognise the importance of the highest food safety and quality standards with 100% of our manufacturing sites meeting or exceeding internationally
recognised third-party audit standards.
Our end consumer product portfolio comprises nine brands – Optimum Nutrition (“ON”), BSN, Isopure, Nutramino, SlimFast, think!, Amazing Grass, Body &
Fit and LevlUp, which support a range of nutritional and lifestyle needs. Our products are sold in more than 100 countries worldwide.
We partner with EcoVadis to risk assess our supplier base and highlight areas of focus from an environmental, social and governance risk perspective.
SDG 3: Good health and wellbeing
We take a scientific approach to nutrition, meeting nutritional needs across all stages of life and promoting active
and healthy lifestyles. Through our brands and products, we positively impact the health and wellbeing of millions
of people around the world.
Target area: Glanbia’s approach
3.4 Reduce by one-third premature mortality from
non-communicable diseases (“NCDs”)
We work with our customers through science-based innovation to enhance the nutrition profile of consumer
products, we offer a range of branded consumer products that focus on delivering affordable solutions to
support lifestyle nutrition and motivations.
Impact examples
Within GN we have 15 innovation and collaboration centres across Europe, North America and ASPAC. Within Nutritional Solutions, one area of focus
has been on functional and nutritional proteins, by building scale in high dairy protein manufacturing through our dairy plant network, investing in
deep research in protein chemistry and applications through our innovation and collaboration centres and adding supporting technologies through
acquisitions including Sterling Technology and the bioactive ingredients business PanTheryx.
SDG 5: Gender equality
We continue to advocate against all discrimination including gender inequality. This is achieved through our internal
DE&I programmes, ethical business conduct practices, and fostering an inclusive and continuous learning culture.
Target area: Glanbia’s approach
5.5 Ensure women’s full and effective participation
and equal opportunities for leadership at all levels of
decision-making in political, economic and public life
Developing a culture of continuous learning, new skills and strong leadership capabilities are core to our
people management approach. We recognise the benefit of a balanced and inclusive workforce and have
focused on education, training, and recruitment practices in this regard.
Impact examples
40% management roles held by women.
At year end 46% of Board of Director roles were occupied by women.
Establishment of employee resource groups including Glanbia Network Of Women (“NOW”), True Colours (our LGBTQIA+ group) and Mosaic (our multicultural
group) to provide a space to address workplace and career-related strategies through education, conversation, networking, mentorship and professional
development.
Glanbia plc | Annual Report and Financial Statements
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SDG 8: Decent work and economic growth
We see it as our responsibility to respect human rights both within our company and along our supply chain.
That is why we are dedicated to upholding appropriate and fair labour and social standards. We want to drive
sustainable economic growth through progressive resource eciency.
Target area: Glanbia’s approach
8.8 Protect labour rights and promote safe and
secure working environments for all workers
We actively take steps to protect labour rights and promote safe and secure working environments for all
workers, with special attention to vulnerable groups. Our Health and Safety management programme is the
bedrock to everything we do and is integrated into all our on-site processes. Within our value chain we are
committed to implementing effective due diligence measures to mitigate against forced labour, modern
slavery, and child labour.
Impact examples
Glanbia had zero fatalities or critical work related injuries during the year. We are focused on a ‘Zero Harm’ culture centred around employee engagement
and action. For example each site has a Site Safety Committee. These committees consist of a cross-functional group within manufacturing sites where
participants meet regularly to identify and mitigate risks.
All suppliers are subject to Glanbia’s Supplier Code of Conduct, which sets out minimum standards we expect from those who provide us with goods or
services including that all employees work within safe and humane conditions with the provision of effective training and personal protective equipment.
SDG 12: Responsible consumption and production
We use resources eciently and reduce waste and emissions. We incorporate this approach in our product
development and in our manufacturing activities. We support our dairy suppliers to produce their milk
sustainably and eciently.
Target area: Glanbia’s approach
12.2 Achieve the sustainable management and
efficient use of natural resources
Our sustainability strategy is focused on reducing our impacts on the environment and society, through
efficient manufacturing processes and partnership with our suppliers. Our targets relating to energy, water,
waste and packaging use all support this objective and drives accountability.
Impact examples
For our overall impacts refer to Sustainability Report – page 55-60, which outlines our stated targets and performance to date for our most material
environment impact topics including: climate change; water; waste; and consumer packaging.
SDG 13: Climate action
We recognise how deeply connected food systems are to the planet’s resources. We have upgraded Scope
1 and 2 emissions reduction targets to meet a 1.5 degrees Celsius temperature pathway and mapped out a
decarbonisation plan to meet this ambition by 2030.
Target area: Glanbia’s approach
13.2 Integrate climate change measures into national
policies, strategies and planning
In relation to our internal impact, we have increased our emissions reduction ambition to align with the
Paris Agreement with a focus on on-site energy efficiency and procurement of renewable electricity as core
components of this strategy. Our Scope 3 approach is focused on partnership and collaboration.
Impact examples
Reduced Scope 1 and 2 emissions by 9.1% since 2018 baseline, refer to page 55 for further details.
Through the funding of third-party engagements, building an economic model which can be adopted by our dairy suppliers to decarbonise their
operations which is also commercially viable and stands up to verification, refer to page 56 for further details.
Glanbia plc | Annual Report and Financial Statements
Identifying our material impacts
Last year we updated our ESG impact
materiality assessment in line with
the GRI framework. To determine our
material topics, we followed a process
based on the standard ‘GRI 3: Material
Topics 2021’ which included a defined
process for identifying, assessing
and prioritising our greatest ESG
impacts, with a prescribed stakeholder
engagement process applied to each
step.
During the year, in the context of our
preparation for the upcoming mandatory
European Sustainability Reporting
Standards (“ESRSs”) we prepared a gap
assessment between the GRI materiality
approach and that prescribed by ESRS 2.
The ESRSs require a double materiality
approach to be applied, whereby
organisations consider both the
impact materiality assessment to our
stakeholders (as outlined below) and also
the potential financial impact of ESG
topics on us as an organisation. As part
of this gap assessment we held a cross
functional senior leadership workshop,
where the impact materiality assessment
was reviewed and consideration was
given to any material changes to our
stakeholder groups, our strategy,
operations, supplier, customer and
investor base. It was concluded there
were no material changes to the impact
materiality assessment carried out
under GRI. As part of this process we
refined our impact assessment listing
further, whereby we have incorporated
the animal welfare topic within business
ethics and trusted business partner
topics as part of responsible sourcing
to reflect the close alignment between
these topics. We will perform a review of
our materiality assessment to determine
if there are any material changes in
advance of ESRS reporting.
The table below shows the output of
our impact assessment review. The list
of material topics was reviewed and
approved by Glanbia’s Board of Directors.
Topic Summary impact Value chain mapping SDG reference Read more
. Food safety & quality
Impact of our food safety and quality systems, ensuring nutritious
quality products are produced
Operations and
Downstream
Page 62
. Employee health, safety
& wellbeing
Impact of our health, safety and wellbeing programmes protecting our
people in line with industry best practice
Operations
Pages 28-31
. Climate change
Impact of global warming as a result of carbon emissions, and the
corresponding emission reduction initiatives within our operations and
value chain
Upstream and
Operations
Pages 55-56
. Water
Impact of water use within our value chain and manufacturing sites and
related efficiency initiatives
Upstream and
Operations
Page 57
. Responsible sourcing
Impact of Glanbia procurement controls and oversight within our value
chain
Upstream
Page 61
. DE&I
Impact of DE&I initiatives for Glanbia’s employees Operations
Page 30
. Wast e
Impact of waste generation within our manufacturing sites and related
resource efficiency initiatives
Operations
Page 58
. Sustainable products
& packaging
Impact of innovative product and packaging design on resource
consumption and environmental impact
Operations and
Downstream
Page 59
. Biodiversity
Impact of direct manufacturing activities and indirect impact through
our supply chain on biodiversity and ecosystems
Upstream and
Operations
Page 60
. Economic contributions
Impact of Glanbia’s operations on the economy and government
through its economic activities and monetary contribution
Operations and
Downstream
Pages 16-25
. Employee engagement
& development
Impact of employee programmes to support job satisfaction, a healthy
working culture and employee development
Operations
Pages 28-29
. Nutrition
Impact of our nutritional products and solutions on our consumers and
our customers
Downstream
Page 63
. Business ethics
Impact of strong governance and oversight, fair competitive practices,
underpinned by our Code of Conduct
Operations
Page 71
Sustainability continued
Glanbia plc | Annual Report and Financial Statements
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Emissions (tCO
2
e)
350,000
300,000
250,000
200,000
100,000
150,000
50,000
0
2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030
11,969
13,286
13,132
15,659
11,956
10,174
83,936
123,930
149,138
119,206
123,203
129,485
137,217
138,897
139,943
104,802
99,538
113,864
2018
2019
2020
2021
2022
2023
Scope , MtCO
e
Scope , MtCO
e
Biogenic Emissions,
MtCO
e
Scope Scope Rebaseline . degrees Celsius
Our commitment
Our GHG emissions reduction targets
validated by the Science Based
Targets initiative (“SBTi”) encompassed
reductions in Scope 1 and 2 emissions
under our operational control. In 2022, we
realigned our Scope 1 and 2 target to the
accelerated 1.5 degrees climate scenario
(“1.5DS”) pathway, in accordance with the
Paris Agreement.
2023 progress
In 2023, Glanbia continued working
towards Scope 1 and 2 decarbonisation
in accordance with our Board-approved
strategy. The company is currently on
track to deliver GHG emissions reduction
in line with our transition plan thanks
to the energy eciency initiatives
and introduction of advanced energy
management systems in partnership with
EM3 at Glanbia sites in Michigan, New
Mexico and Idaho. We also expanded our
Renewable Electricity (“RE”) procurement
Glanbia Decarbonisation Plan for Scope and , aligned with . degrees Celsius
SBTi target
*
* GHG emissions adjusted for divestments and projected footprint of the acquisitions contracted by Glanbia with the exception of the acquisition of the bioactive
ingredients business of PanTheryx completed in quarter four, 2023. Scope 2 GHG emissions were calculated using the market-based approach, accounting
for procured renewable electricity (including RECs), energy providers’ and Green-e
®
Residual Mix Emissions Rates where appropriate. 2022-2023 site-specific
averages were used to estimate energy consumption where factual data was incomplete.
Climate – Scope 1 & 2 emissions
Planet
Target:
50%
absolute reduction in operations’ emissions
by 2030 vs 2018 baseline
100%
renewable electricity
procurement by 2028
2023 performance results
Energy eciency at our production sites
and renewable energy sourcing is critical
to address Glanbia’s Scope 1 and 2
emissions. The proportion of renewables
in our electricity supply reached 63% in
2023 representing an 19% increase from
the preceding year.
Glanbia’s 2023 GHG footprint in Scope 1
and 2 decreased by 15.9% compared to
2022 as a result of energy management
system deployment and RE procurement.
This achievement represented a
9.1% reduction in the Company’s
operational emissions versus a 2018
base year, bringing Glanbia on track to
meet the 2030 decarbonisation plan
aligned with 1.5DS. The 2021-22 spike
in GHG emissions, which came from
commissioning a new-to-world dairy
processing facility in Michigan, was
levelled o by the end of 2023.
with GN’s New Mexico site and all GPN
sites becoming 100% RE since 2023
through purchasing certified Green-e
Renewable Energy Certificates (“RECs”).
Focus for 2024
In 2024, we will focus on our near-term
objective of reducing Scope 1 emissions
by 15,000 tonnes by 2025 through various
energy eciency projects. From a Scope
2 perspective, sustainable execution of
our RE continues in 2024 to ensure we
are on track to meet our target of 100%
RE by 2028. Mitigating carbon emissions
will continue standing as a central
pillar of our corporate environmental
strategy. We also place emphasis on
evaluating the multifaceted climate-
related risks and opportunities, which are
comprehensively detailed in Glanbia’s
TCFD report (See pages 64-70).
GHG Emissions in Operational Control,
–
*
Glanbia plc | Annual Report and Financial Statements
Sustainability continued
Our commitment
Glanbia’s carbon emissions are woven
throughout our entire value chain, signifying
that emissions emanate not only from our
core operations but also stem from both
upstream and downstream activities that
collectively contribute to the environmental
footprint of our business. Approximately
90% of our emissions can be directly
attributed to the dairy production facet of
our supply chain, the decarbonisation of
which remains our primary focus. In 2023,
Glanbia started a new phase of climate
target-setting work to develop a plan for
aligning with the recently published SBTi
Forest, Land and Agriculture (“FLAG”)
guidance. This work will result in upgraded
targets for Scope 3 that will be presented to
the Board and submitted for SBTi validation
by the end of 2024.
US Dairy production is well placed to
deliver low carbon products, with the
Innovation Center for US Dairy’s Net
Zero Initiative providing a roadmap
supported by significant investments
in research. The Inflation Reduction Act
is incentivising action and supporting
technology implementation. For dairy
supply this is evidenced by the US
Department of Agriculture programmes
1 Carbon insetting is the implementation of practices that reduce an organisation’s carbon
footprint outside of its direct operations but within its own supply chain.
Climate – Scope 3 dairy emissions
Target:
25%
reduction in dairy emissions intensity by 2030
Economic impact
• Developed an economic ESG impact model
assessing viability and cost effectiveness of
GHG interventions on dairy farms.
• Determined a carbon “insetting”
1
strategy
for claiming reductions within the dairy
supply chain.
Primary data
• Idaho: focus on robust primary data sets.
Completed GHG footprints using the
National Dairy Farmers Assuring
Responsible Management (“FARM”)
Environmental Stewardship (“ES”) programme.
• Joint Venture Engagement: sharing
experience and best practice as well as data
from our milk pools.
• GPN Supply: requested the emissions data
from each material dairy ingredient supplier,
supporting the understanding of current state
emissions, related low carbon opportunities
contributing to our SBTi target achievement.
Footprinting
• Delivered carbon baseline assessments of 5
representative farms in Idaho.
• Tailored decarbonisation road-maps for
each farm including financial and
environmental impacts.
• Aggregated recommendations for wider
milk pool.
Reporting
• Produced a Scope 3 emissions reduction
model for SBTi assurance.
• Advised on the implications SBTi guidance
for forest, land and agriculture sector
(“FLAG”) and non-FLAG, supported by a
complete value chain model.
• Developed a sample size assessment
protocol in line with GHG protocol.
Scope 3 project – core elements
and key focus areas
F
o
o
t
p
r
i
n
t
i
n
g
R
e
p
o
r
t
i
n
g
E
c
o
n
o
m
i
c
i
m
p
a
c
t
P
r
i
m
a
r
y
d
a
t
a
Scope 3
project
Core
elements
in recent years and, in particular, the
Regional Conservation Partnership
Program (“RCPP”) in 2023 where Glanbia
is participating in a supply chain project
aimed at reducing on-farm emissions in
Idaho.
2023 progress
In 2023, working with industry experts, we
invested in an extensive Scope 3 project.
This was designed to deliver a dairy
decarbonisation roadmap based on the
identification of commercially viable
interventions and revenue streams.
In the context of a rapid evolution of
farm emissions reduction technologies,
incentives, carbon market credits and
finance opportunities, to ensure dairy
farmers are presented with the clearest
analysis on the options and cost benefits
of technology adoption. This also
included engaging with a number of
supply chain partners, and factored in
their own carbon accounting expertise
in developing a strategy for supply chain
carbon insetting partnerships.
The project is informed by robust
primary data and supported by industry
recognised standards and protocols.
CASE STUDY
Dairy industry partnership
to reduce GHG emissions
on Idaho dairy farms
In 2023, the US Department of
Agriculture awarded funding to a
Newtrient led project proposal aimed
at reducing dairy methane emissions
in Idaho. Glanbia Nutritionals is a
partner in the project.
With $3.1m in Regional Conservation
Partnership Programme (“RCPP”)
funding and $1.6m in partner
contributions from McDonald’s,
Schreiber Foods, Glanbia Nutritionals
and Athian, the project seeks to
reduce methane emissions targeting
manure management and feed
management practices on Idaho
dairy farms, with the ambition of
reducing 37,500 tonnes of carbon
dioxide equivalent.
This project is proof of concept of
how dairy farmers, co-operatives
and companies can work together to
reduce the environmental footprint
of dairy.
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Target:
10%
reduce freshwater use by 10% by
2025 versus 2021 baseline
3.44%
reduction in
freshwater use in 2023
vs 2021 base year
Glanbia is dedicated to water
conservation across all our facilities in
line with the Board-endorsed ambition of
lowering freshwater use by 10% by 2025
from a 2021 baseline, which equates to
over 500 million litres annually.
In 2023, Glanbia achieved a 3.44%
decrease in absolute freshwater
withdrawal, and reduced freshwater use
intensity by 6% compared to a 2021 base
year. This improvement resulted from
water eciency initiatives, including
polished water reuse and further
optimisation of the clean-in-place (“CIP”)
activities. Our practice of recovering
water from milk by separating it from solid
constituents and putting it into circular
processes continues to enable freshwater
preservation in our dairy operations.
Thanks to milk water polishing, 5,514 mL
of retrieved water was used in our dairy
processing operations in 2023, preventing
an equivalent volume of freshwater
withdrawals throughout the year.
Glanbia is closely monitoring water
stress levels in the locations of primary
importance for our operations and supply
chain sustainability. In 2023, GN’s bottling
facility in Corona, California, was divested.
Therefore, Glanbia’s list of high water stress
areas previously identified using the World
Resources Institute (“WRI”) Aqueduct tool
was reduced to one site in Clovis, New
Mexico. Our Southwest Cheese facility
in New Mexico consistently drives eort
for milk water recovery and has the best
polished water to freshwater ratio among
all Glanbia sites.
In 2024, we will refresh WRI Aqueduct
water stress assessments for all Glanbia
production facilities, re-examining
high stress locations and also bringing
medium-high stress areas into focus. As a
part of our target setting process, Glanbia
will review and evaluate the new paper
from Science-Based Targets Network’s
Freshwater Hub, outlining the concept and
principles of corporate water stewardship
and science-based targets for freshwater.
Working on defining our ambition for
the time period beyond 2025, we are
committed to using the most advanced
frameworks, guidance, and tools for
water impact assessment, management,
and disclosure.
2023 Water use and discharge,
mL
5,277
5,514
9,255
Freshwater
Polished Milk
Water
Water Discharge
2021-2023 Freshwater
Withdrawal*, mL
5,465
5,310
5,277
5,000
2021
2022
2023
5,100
5,200
5,300
5,400
5,500
* Water metrics were calculated on a Like-for
-Like (LFL) basis accounting for Glanbia
divestments and acquisitions with the
exception of the acquisition of the bioactive
ingredients business of PanTheryx completed
in quarter four, 2023. 2022-23 site-specific
averages were used to estimate water use
where factual data was incomplete.
CASE STUDY
Water conservation in action
At Glanbia we have a strong track
record of water conservation.
Our relentless focus on water use
efficiency continued in 2023 with our
award winning Michigan site reducing
water use consumption by 10.42% from
a 2021 baseline.
The reductions, effected across several
focus areas, were informed by water
metering improvements that deliver
actionable insights to our operations’
leadership teams.
Since 2022 the site has invested in
projects that will deliver an estimated
saving of nearly 530,000 litres of
water per day focusing on water silo
modifications, wastewater treatment
plant routing improvements, and
improved polished water utilisation for
cleaning.
In 2024 we will continue to seek
improvements, driven by data and
leveraging learnings across operation
sites as we close in on our 2025 target of
10% reduction.
Water
Glanbia plc | Annual Report and Financial Statements
CASE STUDY
Glanbia’s site portfolio receives TRUE certification
Our ambition to achieve TRUE Zero
Waste certification across all our sites
by 2025 requires a strong collective
effort across the business, and our
people are rising to the challenge.
In 2023, 21 Glanbia employees
across different functions including
Environmental Health & Safety,
Plant Management, Engineering and
Procurement completed training and
passed the exam to become certified
TRUE Advisors. These agents for
positive change will champion the
TRUE certification process and deliver
training across our operations sites to
galvanise action behind our efforts.
In November the Glanbia’s site portfolio
received TRUE Portfolio Certification
which is official recognition from
the Green Business Certification Inc.
(“GBCi”) that the portfolio complies
with the requirements prescribed in
the TRUE rating system. This is an
important milestone in our journey as it
will simplify and streamline the process
for submitting the information and data
required for certification at each site
(project).
There are four levels of TRUE
certification: Certified (31-37 Points),
Silver (38-45 Points), Gold (46-63 Points)
and Platinum (64-81 Points).
In December GN, Sioux Falls became
the first Glanbia site to be awarded
TRUE Certification and was awarded
the gold level with 55 points awarded.
This is a significant milestone for
delivering our waste management
ambition and commitment. The process
and behavioural changes identified
and implemented in Sioux Falls will
flow across to other facilities as they
continue their journey to become
certified.
Our actions and impact
As part of our circularity strategy,
Glanbia is committed to getting all
production sites certified in accordance
with TRUE Zero Waste standard by
2025. In 2023, our True Champions team
worked hard to create roadmaps for all
manufacturing facilities and achieve
certification for our first pilot sites.
As a result, a piloting GN site, Sioux Falls,
was granted a gold level certification
under TRUE Zero Waste initiative in 2023.
Four other sites, representing both GN
and GPN Business Units, started their
submission process and look forward to
getting certified in early 2024.
In 2024, our team will continue working
towards reducing waste generation,
maximising diversion from landfill and
incineration, and implementing TRUE
requirements at all sites.
2023 Waste diverted from
landfill and incineration
1
(%)
88%
98%
54%
97%
GPN GN Dairy GN Specialty Glanbia
Total
2023 Food waste recovery
1,2
(%)
Other %
Anaerobic Digestion %
Recycling %
Animal Feed %
1 Waste metrics were calculated accounting
for Glanbia divestments and acquisitions
with the exception of the Foodarom Bremen
site and the bioactive ingredients business
of PanTheryx. 2022-23 site-specific averages
were used to estimate waste generation and
disposal where factual data was incomplete.
2 In 2023, we changed our methodology for
calculating food waste in accordance with
TRUE Zero Waste Guidance to account for
liquid food waste. As the majority of liquid
food waste is converted into animal feed, this
correction resulted in a significant increase of
animal feed recovery in 2023.
Sustainability continued
Waste
Target:
100%
Glanbia sites achieving TRUE
Zero Waste certification by 2025
50%
reduction in food
waste by 2030 vs 2021
baseline
Glanbia plc | Annual Report and Financial Statements
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Our actions and impact
GPN with the support of a dedicated
sustainable packaging working group
made strong progress towards its
packaging recyclability goals achieving
76% global recyclability, by weight, and
is on track to meet the longer term 2030
target of 100% of consumer packaging
recyclable, reusable, or compostable.
Consumer packaging remains a
primary focus for GPN as it represents
approximately 11% of our associated
carbon footprint. GPN distributes
packaged sports, weight management,
and lifestyle nutrition products to
consumers globally which makes
packaging sustainability a dynamic
process as relevant policy and
environmental programmes across all
markets vary. To aid in guidance, GPN
continues building partnerships with
widely recognised organisations in
each market to help guide design and
consumer labelling.
Our Optimum Nutrition portfolio, is
transitioning to widely recyclable
packaging with on-pack How2Recycle
®
instructions that empower consumers to
make eco-conscious disposal choices in
the US and Canadian markets. The UK
market will experience complementary
consumer labelling through partnership
with On-Pack Recycling Label (“OPRL”)
that helps further simplify the recycling
process for consumers. Additional
partnerships are being evaluated
throughout the globe in all major markets.
The collaboration with these organisations
helps ensure packaging circularity,
eco-friendly designs, and a continued
reduction of impact on the environment.
Globally the team was successful
in implementing various packaging
projects that will reduce virgin plastic
consumption by 20 metric tonnes and
paper usage by 50 metric tonnes. At the
end of 2023 Optimum Nutrition launched
a trial refillable bag programme on
the Optimum Nutrition website for its 2
Pound Whey Gold Standard protein in
select markets. This new format targets
consumers reuse of previously purchased
containers and scoops. This new oering
yields an 85% reduction in virgin plastic
and convenient delivery via Optimum
Nutrition ’s direct-to-consumer sales
channel. The sustainable packaging
working group continues evaluating
materials and designs to ensure
progression towards our ambitions while
balancing and achieving alignment
between purchasing, operations,
marketing, and environmental teams.
The group has a continued focus on
the development of food grade bags,
recyclable wrappers, and evaluation of
post-consumer recycled (“PCR”) content
in each major market
2025
Target: 83%
2030
Target: 100%
2023
Actual: 76%
GPN packaging recyclability
rates (% by weight)
Target recyclability rate:
CASE STUDY
Optimum Nutrition and How2Recycle®
In 2023, GPN partnered with
How2Recycle
®
, a leading organisation
based in the US and Canada dedicated
to simplifying the recycling process.
How2Recycle
®
promotes a standardised
labelling system that enables brands to
clearly communicate proper disposal
methods; ultimately enhancing the
validity, completeness, and providing
transparency of recyclability claims.
How2Recycle
®
standards for recyclability
consider factors such as applicable law,
consumer access to collections, materials
used, sortation capabilities, reprocessing,
and overall environmental impact. During
2023, GPN was assigned on-pack label
designation – ‘Widely Recyclable’ – for
Optimum Nutrition powder products and
drinks, SlimFast ready to drink products,
Isopure powders and an additional range
of products are under evaluation.
Working with How2Recycle
®
, GPN
focused on our flagship Optimum
Nutrition product, 100% Gold Standard
Whey. Although the current black
plastic tub is recyclable, an in-house
cross-functional technical team further
enhanced the recyclability of the iconic
packaging through colourant and label
substrate changes. These changes
will improve the circularity of plastics
used in the packaging and led to the
‘Widely Recycled’ designation. The
How2Recycle
®
label helps consumers
to contribute to the recycling process
effectively by providing easy to follow
instructions on proper disposal.
GPN will continue to work with
How2Recycle
®
’s standards for US
and Canadian produced products to
verify that our packaging is recyclable.
This partnership is the first of many
packaging initiatives that supports our
journey towards our 2030 goal: 100%
of our packaging being Recyclable,
Reusable, or Compostable.
Consumer packaging
Target:
100%
recyclable, reusable or compostable consumer
packaging by 2030
Glanbia plc | Annual Report and Financial Statements
Our actions and impact
Biodiversity has emerged as a critical
consideration in Glanbia’s sustainability
agenda, with the 2022 Living Planet
Index emphasising the alarming decline
in global wildlife populations. Glanbia
recognises the pressing need to address
biodiversity risks and impacts within its
value chain. This commitment aligns
with broader sustainability initiatives,
emphasising the interconnectedness
of environmental challenges and
the company’s role in safeguarding
biodiversity. Given the heavy reliance
of agriculture and food processing on
ecosystem services, the preservation
of biodiversity is not just a responsible
business practice but a strategic
necessity. As a member of The Carbon
Disclosure Project (“CDP”), Glanbia
welcomes CDP alignment with The
Taskforce on Nature-related Financial
Disclosures (“TNFD”) and will be using
TNFD recommendations and criteria
for further evaluation and subsequent
strategy development.
In 2023, Glanbia initiated a project to
assess the company’s activities and parts
of the value chain that might have links to
significant biodiversity impacts. Given the
nature of our products and the presence
of agricultural supply, our eorts were
focused on identifying purchasing
categories and specific agricultural
commodities within them that would
be material from a nature-related risks
and impacts perspective. This work
included our sports nutrition and cheese
and nutritional solutions businesses. As
a result of this value chain analysis, we
identified high-priority areas where we
will focus our future research and eorts,
which include sustainable sourcing of raw
materials and ingredients such as cocoa,
vanilla, soy, palm oil, caeine, dairy
products, and timber-based packaging.
Focus for 2024
In 2024, Glanbia will continue its value
chain analysis to add more granularity
to the data we have on each of the
above categories, and start developing
a roadmap to ensure responsible supply
chains for each of them. We will also
evaluate potential partnerships and
certification options that would positively
complement our eorts. Glanbia is
committing to aligning its practices with
evolving global benchmarks, ensuring
a robust and adaptive approach to
biodiversity conservation. We will report
on our progress in the next Annual Report
and through the CDP platform.
Sustainability continued
Summary of key environmental impact metrics performance
Biodiversity
Impact Area Units Change vs base year
Base Year Value
Scope 1 M
t
CO
2
e 137,217 138,897
2,3
21% 113,864
Scope 2 M
t
CO
2
e 83,936 123,930
2,3
-35% 129,485
Scope 1 & 2 M
t
CO
2
e 221,153 262,827
2,3
-9% 243,349
Renewable electricity % 63% 44%
2
25% 38%
Total electricity MwH 344,913 345,112
2,3
26% 272,757
Total energy consumed MwH 1,149,609 1,164,963
2,3
24% 925,886
Energy intensity KwH/Kg produced 0.76 0.77
2
-8% 0.83
Total renewable energy MwH 283,852 228,135
2
76% 160,858
Freshwater withdrawals mL 5,277 5,310
2
-3% 5,465
Freshwater intensity L/Kg produced 3.48 3.52
2
-6% 3.70
Freshwater intensity in high risk areas L/Kg produced 1.97 1.82
2
13% 1.74
Waste diversion rate from landfill and
incineration
% 97%
2
96%
2,4
17% 80%
GPN consumer packaging –
recyclability rate
% 76% 62% 14%
5
n/a
5
1. Base year: GHG Emissions and Energy and Electricity metrics – 2018 base year; Waste and Freshwater metrics – 2021 base year.
2. The 2022 reported number has been restated to reflect acquisitions and divestment.
3. In 2021, a new-to-world dairy processing facility was commissioned in Michigan, resulting in an absolute Scope 1 and 2 GHG emissions increase. Emissions in 2022
increased relative to the 2018 baseline due to the addition of this Michigan site.
4 In 2023, we changed our methodology for calculating food waste in accordance with TRUE Zero Waste Guidance to account for liquid food waste. The prior year
number was also adjusted to reflect this change in methodology, refer to page 58 for further details.
5. Recyclability percentage result represents the total weight of recyclable consumer packaging over the total weight of consumer packaging purchased in the year.
In 2023, our focus was on assessing our value chain and related biodiversity impact to
better understand where to best focus our efforts. We will build on this work in 2024
aligning with the Taskforce for Nature-related Financial Disclosures recommendations
and criteria to support our evaluation
Glanbia plc | Annual Report and Financial Statements
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Supplier risk assessment
Glanbia trades with in excess of
6,000 suppliers globally. One of the
challenges that Glanbia faced was
to identify where the sustainability
risks were in its supply chain.
Using the EcoVadis IQ module to assess
risk based on the supplier’s industry
and countries of operations has helped
Glanbia risk categorise its suppliers.
Glanbia has focused on the high and
medium-high risk suppliers.
Our aim was to gain a more insightful
view of the supplier sustainability
credentials, by inviting them to
participate in the EcoVadis process
and to obtain their own scorecard.
EcoVadis assesses sustainability
management systems (policy,
actions and results) on four themes
(environment, labour and human
rights, ethics, and sustainable
procurement).
This identifies their sustainability risks
and strengths and helps us to focus
on where to improve. It also enables
Glanbia to collaborate with suppliers
on the sustainability risks that are
important to both of us.
Overall 75% of Glanbia’s suppliers are
assessed as performing well on the
EcoVadis scorecard methodology
with 55% of suppliers classified
as ‘Good’, while just over 20% are
classified as ‘Advanced’. This leaves
approximately 25% of our suppliers
where further engagement and
collaboration is required.
CASE STUDY
Responsible sourcing
Glanbia’s procurement teams are
dedicated to partnering with key
stakeholders to support the delivery
of Group and Business Unit ESG
strategies and commitments. This
involves driving greater awareness
across our procurement teams of
responsible sourcing practices; and
partnering with suppliers who can
make a positive contribution towards
Glanbia’s sustainability commitments;
applying responsible sourcing criteria
to our supplier selection decisions and
incorporating responsible sourcing
principles into our Global Procurement
Policy; requiring:
• all suppliers to agree to comply with
laws and regulations of the countries
in which they operate;
• all suppliers to agree to comply with
all human rights, labour, food safety,
environment and health and safety
regulations;
• suppliers, as requested, to engage
with Glanbia’s selected partner
EcoVadis for assessment (or equivalent
assessment as deemed appropriate)
in line with Glanbia’s Responsible
Procurement Programme; and
• suppliers to comply with necessary
corrective actions that arise as a result
of the above assessment.
Glanbia purchases only from approved
suppliers. Buying from the right suppliers
is critical to ensuring Glanbia receives
high quality goods and services at the
right price and time while mitigating risk
to the organisation.
Our Group-wide Responsible
Procurement Programme sets out our
supplier selection criteria and integrates
sustainability into our procurement
processes, procedures and systems.
We focus on ensuring and re-enforcing
compliance with all applicable laws
on anti-slavery and human tracking,
requiring our suppliers to confirm
acceptance and conformance with the
relevant Glanbia policies.
For further information refer to Glanbia’s
annual statement on Modern Slavery and
Human Tracking located on our website
www.glanbia.com.
Glanbia partners with EcoVadis – a
global trusted provider of business
sustainability ratings. In 2023, we
continued to complete a risk assessment
of our supply base assessing ESG and
procurements risks.
The results of this risk assessment enable
us to prioritise the suppliers that require
a more in-depth assessment using
the EcoVadis platform (referred to as
scorecards).
Our approach is to focus on all ‘high’ and
‘medium-high’ risk suppliers that Glanbia
has an ongoing trading relationship with.
This equates to 50% of Glanbia’s total
spend (both direct and indirect). To-
date, across all risk categories, Glanbia
has EcoVadis scorecards for 54% of
all its spend, with a further 6% being
onboarded. The target set for 2023 was
50% of total spend.
Our ambition is to hold EcoVadis scorecard for all ‘high’ and ‘medium-high’ risk suppliers
that Glanbia has an ongoing trading relationship with
Society
See People section (pages 28-31) to learn more
Glanbia plc | Annual Report and Financial Statements
Lead Plan Design Source Make Deliver
The 7 Principles of the GQS
Value Chain
Learn
Glanbia Quality System (GQS)
Sustainability continued
Society continued
Food safety and quality is a non-
negotiable at Glanbia and we consider
it as an inherent part of our values and
commitments to our customers and
consumers. The importance of food
safety and quality is further reflected in
our impact materiality assessment (see
page 54).
To meet this commitment, Glanbia has built
a comprehensive food safety and quality
programme, referred to as Glanbia Quality
System (“GQS”). This programme ensures
governance and compliance to the highest
standards of food safety and quality so that
we are able to meet our obligations and keep
the trust of our customers and consumers.
The GQS has a hierarchical structure, based
on principles, policies and standards. There
are seven GQS principles, organised along
the value chain, which is purposely built
to be dynamic and bring improvements
with advancement of scientific knowledge,
product portfolio and annual review by the
Quality Leadership Team.
Governance and
external certification
A key feature of the GQS is a built-in
check and balance programme to verify
and validate that all of the elements of
our GQS are working as designed and
meeting our expectations. This is achieved
by a combination of self–assessment,
internal audits and external review. Each
of our manufacturing sites are audited
on an annual basis with internationally
recognised audit schemes such as
Global Food Safety Initiative (“GFSI”) and
National Sanitation Foundation (“NSF”). All
Glanbia sites have maintained compliant
or above audit scores.
Compliance
We monitor compliance within our
programme through key performance
indicators (“KPIs”) at Business Unit and
Group level. KPIs are reviewed by Glanbia
Leadership at ESG and Audit Board
Committees level on a regular basis to
ensure all programmes are operating as
designed and that the results are in line
with standards and targets set.
FY 2023 GQS KPIs included:
• 100% of sites certified to an external food
safety certification (i.e. GFSI, NSF);
• Number of major findings from External
Food Safety Certification audits: Zero;
and
• 95% of sites at or better than the GQS
benchmark.
Marketing and labelling
Product quality and safety is supported
by eective marketing and labelling. We
provide our customers and consumers
with accurate and adequate information
across a range of product categories. For
our GN business-to-business customers, we
provide details of the products purchased
to ensure they have the appropriate
information to manage and communicate
eectively to their stakeholders and
feed into their own internal processes
and standards. For our GPN consumer
facing business, we have a dedicated
management system and associated
processes to ensure our products are
marketed and labelled accurately in line
with regulatory requirements.
Target:
100%
of sites to maintain a globally recognised third-
party certificate for food safety and quality
CASE STUDY
Farm to fork – global expertise in dairy proteins
Glanbia is a unique organisation with both ingredient and branded businesses flourishing
under one umbrella in a global footprint. This unique structure has allowed us to build key
technical expertise with respect to dairy and dairy proteins for our customers and end
consumers. The Group has evolved from co-operative dairy roots to become a leader
in better nutrition and a trusted innovation partner for the global food industry. The
bedrock of this evolution is our best-in-class food safety and quality programmes.
Food safety and quality
Glanbia plc | Annual Report and Financial Statements
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Our nutrition promise
We create products and
solutions to help our customers
and consumers to achieve their
health and nutrition goals.
Glanbia exists to deliver better nutrition
for every step of life’s journey. For us,
better nutrition is about running our
business in a way that’s better not just for
our consumers, but for our communities,
our planet, and for wider society.
As part of our purpose, we are committed
to ensuring that the brands, ingredients
and solutions we provide are contributing
to good nutritional outcomes in the world,
including being responsible about our
overall portfolio, the health and nutrition
profile of our products, how our ingredients
and solutions are used, and our marketing.
In 2023, we sought to define our nutrition
promise as well as the impacts of our
nutritional products on our consumers
and customers. We will continue to
develop this programme of activity in
2024, with the intent to develop focus
areas and corresponding goals and
targets around our nutrition portfolio.
Better for communities
We aim to strengthen the communities
in which we live and work by providing
safe and inclusive workplaces; by building
sustainable supply chains; and by
delivering programmes to support health
and wellbeing in our local communities.
In 2023, we reviewed our community
impacts. Reflecting on our purpose of
delivering better nutrition, we recognise
and define our communities as those
encompassing the geographic areas in
which we operate, source raw materials,
and provide employment.
Our commitment to better people, planet
and performance focuses on the wellbeing
and prosperity of the communities directly
aected by our activities within our
operational regions, supply chains, and
employment areas. In 2024, we will develop
criteria to define ‘Better for Communities’
work that aligns with our purpose and we
will establish a longer-term strategy for
community impact.
Giving back to our communities
In 2023, we continued to take action to
create a positive social and economic
impact on our communities globally.
In its 30th year, GN’s Annual Charity
Challenge raised $208,500 for local
organisations in the Magic Valley region,
ranging from food banks, senior centres,
critical services and mental health
services to community resource centres.
The initiative has raised a total $3 million
dollars for non-profit organisations in the
region since its inception.
GPN sponsored the Northern Illinois
Food Bank Fight Hunger race, which
saw runners and walkers come together
to raise awareness and fundraise for
this worthy non-profit. Northern Illinois
Food Bank was able to help provide
over $2 million worth of groceries to
its neighbours with dignity, equity and
convenience because of the event.
In Ireland, we continued our partnership
with Breast Cancer Ireland in 2023,
sponsoring the Great Pink Run which raised
€530,000 for its pioneering research into
innovative treatments for breast cancer.
CASE STUDY
Combatting
food
insecurity in
Chicago
Bigger Table is a non-profit
organisation which brings
together the food and
beverage industry to address
hunger, unemployment,
and inclusive economic
development in Chicagoland.
It explores industry-based
approaches to addressing
growing food insecurity.
Through donated ingredients
and expertise, Bigger Table has
donated nearly three million
servings of food to Chicagoland
food banks since 2020.
In 2023, building on our
existing partnership, Glanbia
Nutritionals partnered with
Bigger Table and donated
whey protein to create a
nutritious protein smoothie
mix. This resulted in 450,000
servings being produced and
distributed through partner
organisations looking to reduce
food insecurity in the region.
Without Bigger Table, none of
these donated food products
would exist and, in many cases,
the ingredients would have
become food waste. Bigger
Table’s mission aligns closely
with Glanbia’s purpose of
delivering better nutrition for
every step of life’s journey. We
look forward to continuing our
partnership with Bigger Table.
Nutrition and Community impacts
Some of the thousands of
participants taking part in Breast
Cancer Ireland’s Great Pink Run.
Nutrition and Community impacts: In 2023, we sought to define our nutrition promise
as well as the impacts of our nutritional products on our consumers and customer.
We also focused on the social and economic impact we have on our communities globally.
In 2024 we will continue to develop a programme of activities to build on this progress.
Glanbia plc | Annual Report and Financial Statements
Governance
Disclose the organisation’s governance around climate-related risks and opportunities
Board’s oversight of climate-related
risks and opportunities
Risk management section; Audit Committee Report; ESG Committee Report; Corporate
Governance Report
72-75, 111-112,
117-120, 101
Management’s role Chief Executive Officer’s review; Risk management section; ESG Committee Report
14, 73, 117-120
Strategy
Disclose the actual and potential impacts of climate-related risks and opportunities on the organisation’s businesses, strategy, and
financial planning where material
Risks and opportunities over the short, medium, and
long-term
TCFD Report
65-69
Impact on business, strategy and
financial planning
TCFD Report, Sustainability section; ESG Committee Report
65, 70, 55-60,
117-118
Resilience of strategy considering
different climate-related scenarios
TCFD Report
67-70
Risk Management
Disclose how the organisation identifies, assesses, and manages climate-related risks and opportunities
Climate-related risks and opportunities identification
and assessment
TCFD Report, Risk management section; Audit Committee Report; ESG Committee Report
65-67, 72-79,
110-112, 120
Climate-related risk and opportunities management TCFD Report; Risk management section; Audit Committee Report; ESG Committee Report
67-70, 74, 120
Integration of processes into overall
risk management
Risk management section; Audit Committee Report; ESG Committee Report
74-79, 111-114,
119-120
Metrics and Targets
Disclose the metrics and targets used to assess and manage relevant climate-related risks and opportunities
Metrics used to assess risks and opportunities in line
with strategy and risk management process
Sustainability section
55-60
Scope 1, Scope 2, and, if appropriate, Scope 3
greenhouse gas (“GHG”) emissions and the related
risks
Sustainability section; Key Performance Indicators
55-56, 25
Targets to manage risks, opportunities, and
performance against targets
Sustainability section; Remuneration Committee Report
55-60,140-145
Task Force on Climate-related
Financial Disclosures Report
Sustainability continued
Task Force on Climate-related Financial Disclosures Report
Glanbia recognises that measuring, managing and reporting environmental impact is not only
important for the planet and communities in which we work, it is essential for the future growth
of our business.
We have identified and assessed our
climate-related risks and opportunities
and continue to monitor and embed the
identified impacts within our governance,
operations and strategic model and risk
management system.
Glanbia has complied with all of the
requirements of LR 9.8.6R by including
climate-related financial disclosures
in this section (and in the information
available at the locations referenced
therein) consistent with the Task Force
on Climate-related Financial Disclosures
(“TCFD”) recommendations.
This statement pertains to the parts of
the business over which Glanbia has
operational control. This includes the
Group’s wholly-owned operations as
well as the MWC-Southwest Holdings
LLC joint venture operations where
Glanbia plc has authority to introduce
and implement operating policies in
accordance with our sustainability
strategy.
The below table summarises where
we have addressed the four areas of
TCFD focus, with the 11 associated
recommended disclosures, detailed
throughout the annual report.
Glanbia plc | Annual Report and Financial Statements
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Our approach
Climate-related risks and opportunities
are assessed and managed as a
fundamental part of our governance and
business management processes. Central
to our response has been the building
of our sustainability strategy including
setting Scope 1, 2 and 3 carbon emission
reduction targets and building robust
roadmaps for their delivery. Refer to the
Sustainability section 53-58 for details on
this strategy and performance to date.
In the ESG Committee Report on page
120 we describe the Board’s oversight of
climate-related risks and opportunities
and the role of management in assessing
these. In the Risk Management Report on
page 74, we explain how climate-related
risk is integrated into the risk processes
that operate throughout the Group.
Included on page 66 in the ‘Assessing
climate-related risk’ section we describe
our assessment of the physical and
transitional impacts of climate change on
the Group’s operations in terms of both
risks and opportunities. On pages 67-69
we describe the potential impacts of such
risks and opportunities under dierent
scenarios, and on page 70 we outline
the resilience and associated actions to
mitigate against the risks identified and
capitalise on the opportunities.
Focus on climate impact
Glanbia’s vision is to be ‘one of the world’s
top performing nutrition companies
trusted to enrich lives every day’. Our
business strategy is focused on delivering
this ambition, with the integration of our
sustainability strategy and associated
commitments, a key lever to accelerate
performance within the markets in
which we operate. We keep our climate
commitments under ongoing review,
aligning with a science-based approach
and focusing on delivery of our stated
Scope 1 and 2 transition plan. We are
focused on:
• stated commitments to drive
operational eciency, reduce
our impact and grow financial
performance to ensure we remain a
sustainable enterprise.
• the ability to innovate and collaborate
with our customers and anticipate and
monitor consumer market trends to
create sustainable products that meet
the required nutritional needs.
We recognise the impact that climate
change can play in influencing the
delivery of our business strategy. This is
dependent on the global actions and the
associated impacts observed, including
social economic impacts as the globe
transitions to a low carbon economy, with
physical risks accelerating where global
temperatures continue to increase. We
continue to assess the potential climate-
related risks and opportunities for our
business, ensuring that we maintain a
focus on reducing our emissions while
adapting to these changing external
conditions. We also recognise the
interrelated risks to natural resources
that are critical to our ingredients and the
importance of supply chain partnerships
to deliver scalable solutions.
Identifying and reviewing climate-related
risks and opportunities
Glanbia, in conjunction with independent
external experts and through executive-
led workshops, assessed the impact of
climate change on the Group to identify
the most relevant climate-related risks and
opportunities. The risks are incorporated
into the Group Sustainability Risk Register
and are updated and reviewed periodically
throughout the year, assessing impact
scale, likelihood and velocity in conjunction
with our internal subject matter experts.
Mitigation measures are considered
as part of this process to evaluate the
potential residual risk. The evaluation forms
part of the wider Group Risk Management
Framework, with noted threshold
deviations including an expanded time
horizon view on velocity to account for the
more gradual nature of physical climate-
related risks. Refer to page 74.
As part of this process we assess our
business readiness to respond to such
risks and review our mitigation measures
and strategic plans in place to support
our resilience assessment. Refer to page
70 for details on our key resilience factors
and page 67 for details on the potential
opportunity impacts we are monitoring.
Risk Assessment Glanbia Response
TCFD Category Risk Area(s) Time Horizon
Business Readiness
Assessment
Further Information/
Relevant Metric
Transition Market Changing customer/consumer behaviour
impact
Medium In Plan 55-56, 66
Reputation Shifting customer requirements not met Medium In Plan 55-56, 66
Policy Direct/indirect cost of regulation on
operational inputs
Short – Medium Monitored 55, 59, 66
Technology Investment in operational decarbonisation Short – Medium In Plan 55, 66
Physical Risks Chronic Impact of water stress on key operational sites Medium In Plan 57, 66
Impact of weather pattern variability on dairy
supply and dependent inputs
Long Monitored 56, 66
Acute Impact of extreme weather on dairy supply Long Monitored 56, 66
Time horizon
Short: Up to three years. Aligned with our Group strategy cycle
where we develop detailed financial projections and use them to
manage performance.
Medium: From three to 10 years. Nearer term to primarily
capture transition risks and opportunities, embedded with our
sustainability strategy.
Long: Beyond 10 years. Greatest level of uncertainty associated
with these climate-related risks and opportunities, primarily
linked to the physical risks identified.
Business readiness
In plan: Related response to risk has been built into Glanbia’s
sustainability strategic plan, with a view to operationalise based
on output of relevant scoping and feasibility assessments.
Monitored: Recognition that associated risks may require action
but currently based on level of uncertainty being monitored with
a view to incorporating into our strategic plan where appropriate.
Glanbia plc | Annual Report and Financial Statements
Assessing climate-related risks
and opportunities
To further enhance our understanding
of the potential impact of increasing
temperatures on our business, operations
and strategy we carried out scenario
analysis drawing on climate science and
scenario data. We assessed in greater
detail the potential impact that scenarios
relating to our identified climate-related
risks and opportunities could have.
A detailed modelling approach was
used to quantify the potential financial
implications of the identified climate-
related risks and opportunities on
Glanbia’s operations and wider value
chain. Transition risks and opportunities
were modelled in line with a 2030
timeframe, while physical risks were
modelled until 2050, due to their longer-
term impact. The output of this analysis
provides an assessment of the nature and
potential scale of Glanbia’s most relevant
climate-related risks and opportunities.
This assessment outlines any potential
risk hotspots; challenges our business
readiness to respond to these risks;
identifies how we can capitalise on
potential opportunities; and reviews
current strategy and business continuity
plans against a set of defined scenarios.
Refer to scenario analysis section on
pages 67-69 for details on the scenario
approach adopted and the assessed
potential impact.
Transition risk
Glanbia understands that transitioning
to a lower carbon economy will entail
extensive market, policy, and technology
changes. Depending on the nature, speed
and focus of these changes, transition
risks may pose varying levels of financial
and reputational risk to organisations.
Market
In a Glanbia context this risk relates
to changing customer and consumer
preferences and consumption patterns,
with a reduction in dairy consumption.
We closely monitor this risk through
our own market insights team and
direct engagement with our customers
including via questionnaire and data
requests and directly through our
commercial management team. Our
dedicated market insight team use
demographic analysis and market insight
tools to track end-consumer sentiment
and emerging trends toward dairy, which
feeds into our overall product strategy
and research and development pipeline.
We monitor global and regional dairy
market performance directly through our
dairy economics and procurement teams
with insights from our memberships of
dairy industry associations, including
the US Dairy Export Council and the
International Dairy Foods Association.
Reputation
We recognise that climate change also
represents a potentially significant
reputational risk for us. Glanbia works
with the world’s leading food and
beverage brands, who have made their
own commitments on climate change to
deliver solutions. They increasingly seek
out partners that are aligned with their
own objectives and who can support
them in achieving their targets. Failure
to take adequate action on climate
change could mean a loss of reputation
and damage to commercial and other
important stakeholder relationships.
Policy
The risk of current and emerging
regulation is a key climate consideration
for which Glanbia is closely monitoring
the potential impacts. This includes
regulations and policies which have a
direct impact on us such as carbon taxes
as well as those that indirectly impact us
through our supply chain, particularly in
the carbon intense dairy supply chain.
Glanbia will be subject to the EU
Corporate Sustainability Reporting
Directive, which introduces mandatory
sustainability reporting requirements,
including a dedicated standard relating
to climate change. We note that for
many of our key strategic customers,
as a component of their value chain,
they will require more information from
us to fulfil their regulatory reporting
and external commitments also. We
have prioritised ingredient and product
footprinting, working with third-party
experts to ensure robust data sets which
are feeding into a Group-wide data and
system architecture project to support
the upcoming regulatory and commercial
reporting requirements.
Technology
Our assessment of technology risk
focuses on the required investment to
fulfil our stated Scope 1 and 2 emission
reduction targets. We have integrated
these requirements into our business
strategy and also include consideration
of impacts to our sustainability strategy
within our capital expenditure and
acquisition due diligence procedures.
As a result we have not included this risk
area within our scenario modelling, but
rather classify the actions associated
with this risk area as a key mitigant to the
market and policy risks identified.
Physical risk
As part of our physical risk assessment
process, we considered a range of physical
risks which could potentially impact our
operations and supply chain. These risks
included drought, water stress, coastal
flood, cyclone, extreme heat and wildfire.
We reviewed both potential chronic and
acute type risks as part of this exercise.
In conjunction with third-party experts
and using supporting external models and
analysis, we evaluated the risk exposure
to these specific climate hazards. Through
this exercise, a small number of locations
within the North America region (relating
to our main manufacturing and dairy
supply chain) were prioritised and the
likely physical risks assessed for more
detailed review. Following this review it
was concluded that in the medium to
longer term, in the event the world does
not take action, it is likely that increased
temperatures will lead to water scarcity in
two locations, with the Corona, California
site divested during the year, leaving
one site (Clovis, New Mexico). This site is
already identified as a high water stress
area using the World Resources Institute
Aqueduct tool and as a result water
scarcity risks are integrated into the
existing continuity plan, with a focused
water management programme in place.
Increased temperatures are estimated
to negatively impact our dairy supply
base when considering scenarios
such as reduced dairy productivity,
increasing input costs such as feed due
to deteriorating growing conditions or
reduced milk yields due to extreme heat
conditions. We will adapt our assessments
as scientific knowledge advances and
enhance our internal expertise by utilising
national data sources. Refer to page 56
which outlines the measures in place
internally to monitor our dairy supply
chain and the partnership approach
adopted to ensure the long-term security
and viability of the dairy sector.
Opportunity
While climate change poses a potential risk
to the sector in which we operate, we also
see opportunities with immediate impacts
such as driving operational eciencies,
waste reduction and ecient resource use
to longer term commercial opportunities.
A qualitative assessment of these potential
opportunities and associated impacts is
included on the next page. These include
supporting our customers in meeting their
emission reduction commitments as part
of their value chain, or accessing new
revenue streams by investing in low carbon
market opportunities.
Sustainability continued
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Opportunity impacts
Impact of resource usage efficiency on operating costs
Time
Horizon
Short –
Medium
Potential impact
A key lever in the achievement of our 2030 Scope 1 and 2 targets is an ongoing focus on energy eciency through use
of energy management systems, targeted upgrades in our plant equipment and transitioning from fossil based energy
to renewable alternatives. Given energy price volatility, this increase in eciency provides a potential opportunity for
reduced energy costs and lower emissions, which helps reduce our exposure to carbon pricing.
Impact of low carbon market opportunities on revenue growth, including those from the delivery of lower carbon products through
fulfilling our sustainability commitments and partnership
Time
Horizon
Short –
Medium
Potential impact
Comprehensive Scope 3 roadmaps to deliver on our science-based target decarbonisation commitments, together with
detailed primary data associated with our value chain, position us to partner with our customers to deliver low carbon
products, potentially expand our customer reach and increase associated sales. Our detailed product carbon footprinting
work will deliver assurance to our supply chain partners on the robustness and traceability of our Scope 3 data. In 2023, we
partnered with McDonald’s and Schreiber Foods in a Newtrient led US Department of Agriculture Regional Conservation
Partnership Programme (“RCPP”) project proposal that provides proof of concept for on-farm emission reductions that
make economic sense to our farmer suppliers and deliver certified carbon reductions within our dairy supply chain (carbon
insetting). Our carbon footprinting work is also assessing non-dairy ingredients emission profiles to support our customer
base on their emissions reductions.
Impact of new income streams by access to low carbon markets
Time
Horizon
Medium –
Long
Potential impact
Access to additional income streams through low carbon markets. For example the maximisation of biogas return from
anaerobic digesters at Glanbia’s sites as a renewable source of energy and in reducing methane emissions from Glanbia’s
operations. Glanbia is seeing the impacts of the Inflation Reduction Act funding delivering tax credit incentives for low
carbon energy generation. Our energy teams are assessing opportunities on an ongoing basis as vendors present solutions
supported by Inflation Reduction Act investments. In this transition phase, these potential strategic investments and
opportunities are dependent on feasibility studies of technological, operational and commercial suitability for Glanbia and
are under consideration as part of our medium to longer term strategy, with a similar estimated time horizon impact.
Scenario analysis
We have examined our business under a range of scenarios, modelling dierent climate pathways to test the nature and magnitude of
potential climate-related risks and opportunities. A bespoke model was created for each risk and opportunity, incorporating relevant
economic factors such as price and demand, and applying two climate scenarios: current policies and a stress scenario.
It should be noted that there are many varying factors aecting how climate change may impact the world, as a result it is dicult to
quantify the timing and impact of climate-related risks and opportunities on our business, therefore scenario analysis is not a forecast
and the output from our analysis should be viewed accordingly.
Early policy action: Transition risk scenario Physical risks Transition risks
Stress scenario: Ambitious low-carbon transition where a
coordinated action is taken within society to reduce carbon emissions.
The analysis prioritised scenarios aligned with a Net Zero or 1.5°C
target, while well-below 2°C or 2°C aligned scenarios were used when
scenario data around more ambitious pathways were not available.
Time Horizon Considered – Up to 2030
Physical risks will be the least
extreme under this scenario.
Under this scenario we will
experience high transition
risks unless mitigated.
Limited policy action: Physical risk scenario
Stress scenario: Limited action taken to reduce global emissions.
Based on high-emissions scenarios associated with significant
increases in temperatures, aligned with the Shared Socio-economic
Pathway SSP5-8.5.
Time Horizon Considered – Up to 2050
Physical risks will be the most
extreme under this scenario.
Limited transition risks
expected due to a lack of
policy changes and regulation.
Current policy action: Business as usual scenario
Current policies: Relate to the Network for Greening the Financial
System (“NGFS”) scenario projections, where the world does not take
any further action than what has been already stated and planned for
implementation.
Physical risks will become
more prevalent over time as
temperatures increase due to a
lack of policy intervention and
action to reduce global warming.
Moderate transition risks
based on existing policy
and regulations in place.
Glanbia plc | Annual Report and Financial Statements
Transition risk Impact assessment
Dairy market decline: End-users and consumers decreasing dairy
consumption in favour of non-dairy alternatives to decrease their
carbon footprint, and Glanbia’s customers, who have science-
based targets in place, opting for alternative suppliers if Glanbia
does not decrease emissions in line with our science-based target
commitments. As one of the key cross-cutting mitigation measures,
the cost of implementing Glanbia’s science-based target was
modelled as part of this risk area.
Potential impact: revenue growth
TCFD category: market, reputation
In both a current policy and stress scenario the impact is
estimated to be low based on the assumption that Glanbia
delivers upon its stated reduction commitments which meet
customer and consumer requirements.
We further corroborate this conclusion with ongoing market
insights and trend analysis that is overseen by our dedicated
market insights team, augmented by expert analysis from
our industry associations (US Dairy Export Council and the
International Dairy Foods Association), which shows a robust
market for our existing product offerings.
We acknowledge that consumer trends may evolve over time,
and recognise this as a market opportunity. Refer to ‘low carbon
markets’ for further details on the next page.
Climate regulation on dairy: Impact of stricter regulation of
on-farm emissions increasing the cost of milk. It is expected that
agriculture, as one of the key sources of global emissions, will face
stricter regulation. This will particularly concern methane and
nitrous oxide emissions. The scenario model assumes that the US
government will follow a strategy to align decarbonisation levels to
limit global temperature rise to 1.5 degrees Celsius. The cost implied
for dairy farmers to decarbonise in line with new regulation is based
on a marginal abatement cost estimate, looking at productivity
improvements, and technologies such as feed additives and
anaerobic digesters.
Potential impact: operating costs
TCFD category: policy
Under the current policy scenario there is no expected impact
as the underlying assumption is that no additional regulations
other than those stated or planned will occur. While under the
stress scenario the impact is estimated to be low in the context of
successfully meeting our Scope 3 commitments. Furthermore, the
current US approach sees significant incentivisation for on-farm
decarbonisation funded through the Inflation Reduction Act.
Increasing energy prices: Energy prices (natural gas, biogas, and
electricity) are impacted by regulatory and market changes. The
model evaluated the impact of changes in energy prices applied
to current energy spend. It was assumed that Glanbia’s energy
consumption does not change from current levels.
Potential impact: operating costs
TCFD category: policy
The assessed impact under both climate scenarios modelled is
expected to be low when key mitigation measures are considered
including the efficient management of our energy use through
installed energy management systems within our largest sites
and the implementation of our Scope 1 and 2 transition plan. Our
energy providers, given state specific emissions ambitions and
fuelled by federal incentives, are regularly providing renewable
energy supply opportunities at our major sites.
Sustainable trends in packaging: The expected increase in demand
for sustainable packaging alternatives (secondary plastics) and the
associated increased costs associated with these alternatives. This
model incorporates a 35% increase in costs and assumes quantity
consumption remains at current levels, with GPN as a consumer
facing business most significantly impacted.
Potential impact: operating costs
TCFD category: policy
The assessed impact under both climate scenarios modelled
is expected to be low, with potential price increases modelled
having a low impact on cost per unit of product. This risk is further
mitigated through measures including packaging redesign,
pilot refill programmes and dedicated procurement focus on
packaging supply.
Direct and indirect carbon taxes: Indirect increase in the costs of
fuel due to the removal of fossil fuel subsidies and a direct increase
due to the implementation of carbon taxes. It was assumed
Glanbia’s fuel usage remained at current levels.
Potential impact: operating costs
TCFD category: policy
Under the current policy scenario there is no expected impact
as the underlying assumption is that no additional regulations
other than those stated or planned will occur, while under the
stress scenario the impact is estimated to be low in the context
of improving resource efficiency at a distribution level through
our fleet management system and the ability to pass the cost
through.
Sustainability continued
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Scenario model details
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Transition opportunity Impact assessment
Low carbon markets: This scenario recognises the development
and growth of carbon credits and clean energy markets. Both
opportunities are of high relevance to Glanbia as they can be
generated through the use of anaerobic digesters which some
Glanbia sites are currently using.
Maximising the return of biogas from our on-site operations in
conjunction with reducing our emissions in line with our Scope 1
and 2 roadmaps, optimising energy eciency informed by energy
management systems contribute to low carbon opportunities
within the value chain.
Potential impact: revenue growth
TCFD category: market, reputation
We consider that a market for low carbon and carbon certified
ingredient and consumer end products will likely develop over the
medium to long-term. We are seeing customers assessing their
supply chain and proposing partnerships for carbon reduction.
The evolution of this market represents an opportunity to
continue to invest on-site, to reduce carbon emission footprint
and create additional revenue streams, while delivering an
improved product/ingredient carbon footprint.
Physical risk Impact assessment
Eect of temperature increases (both acute and chronic) on key
aspects of Glanbia’s dairy supply chain: Three separate models
were constructed to evaluate the impact of increased temperatures
on our dairy supply chain.
The following areas were considered:
• dairy productivity (chronic);
• milk yields (acute); and
• crop yields – a key input into animal feed (chronic).
These models considered the potential impact of such conditions
on dairy suppliers margins and or the price of milk as an input cost,
potentially resulting in an increased product cost to recoup via the
market or through required production efficiencies to maintain
product margins.
Potential impact: operating costs
TCFD category: chronic and acute
Under both climate scenarios the impact is expected to have a
longer term impact horizon beyond 2030, with quantification of
such impacts challenging given the level of inherent uncertainty
associated with future global warming.
In the short to medium term Glanbia is protected against milk
supply shortages, and associated price increases due to milk
supply agreements, joint venture business model structures
in place and the milk and cheese market conditions in which
Glanbia operate. However, Glanbia acknowledges the existence
of tipping points in the longer term that may occur in the event
prolonged physical impacts emerge which make dairy production
unviable at farm level which impact milk supply and cost.
We analyse comprehensive dairy production data in our supply
chain on an ongoing basis and leverage US Department of
Agriculture datasets to track productivity and trends.
Water scarcity: Increasing water scarcity in certain regions caused
by droughts, increased temperatures, heatwaves, and increasing
demand for water will aect the water availability in most US
states. Modelled using the WRI Aqueduct to project water stress
levels we calculated the change in water scarcity until 2050 for
Glanbia’s top seven manufacturing sites (covering about 94% of
total water consumption) for each scenario. The increase in water
scarcity in the regions where Glanbia’s manufacturing sites are
located could lead to a cumulative increase in Glanbia’s operational
costs for the current policies and stress scenarios respectively until
2050.
Potential impact: operating costs
TCFD category: acute
The sites identified from this analysis are already within the
Group’s priority locations for water risk with eorts already
underway to manage water use at these sites.
Glanbia plc | Annual Report and Financial Statements
The impact of climate change on
our financial statements
We considered the potential impacts of
climate change risks when preparing our
Consolidated Financial Statements and
have determined that there is no material
impact on the financial reporting
judgements and estimates and as a
result there is no impact on the valuations
of the Group’s assets and liabilities from
these risks as at 30 December 2023. Refer
to pages 186 and 215 within the financial
statements for further details.
Resilience and associated
strategic actions
We continue to monitor the resilience of
the organisation with due regard for the
climate-related risks and opportunities
that the business faces. Under current
policies and a transition scenario,
Glanbia is suciently protected against
climate-related risks that may impact the
value chain, due to its market position,
business partnerships, contractual
relationships, as well as existing and
planned mitigation actions.
Sustainability strategy
Alignment with, and delivery of, science-
based targets across Scope 1, 2, and 3 is
considered a key mitigant against the
impact of the transition risks identified,
including risks associated with potential
dairy market decline and changing
consumer preferences.
For the risks that have a direct
operational cost impact such as direct
and indirect carbon taxes, increasing
energy prices and sustainable trends in
packaging, we demonstrate resilience
through improving resource eciency at
the production and distribution level, cost
pass-through and fulfilment of our stated
packaging commitments.
Emission impact and associated
technology requirements will continue
to be an important consideration for
the Group in delivering on our strategy,
as reflected in the Group capital
investment policy evaluation criteria of
any new acquisition or strategic capital
investment.
Innovation and market
Glanbia’s growth is built on integrating
innovative business models and expertise
into our strategy. We pride ourselves in
our agility to meet the varied nutritional
requirements and needs of our customers
and consumers. We recognise the
commercial value in aligning with a low
carbon transition. We hold a strong brand
portfolio with a loyal customer base,
oering a range of ingredient choices.
Our market insight teams anticipate and
monitor ever-changing market trends,
through the development of new branded
products and ingredients. For example,
in response to these trends we have
developed and hold a range of non-dairy
protein alternatives including within
our leading consumer brand Optimum
Nutrition, ‘Gold Standard 100% Plant’ and
our Amazing Grass product range.
Further down the value chain, our
geographical footprint, diverse customer
base and range of channels and products
helps to reduce the risk associated
with any specific category or market
segment and provides an opportunity
for innovation across multiple end-use
markets.
Physical risk insights
Our physical risk assessment has
provided valuable insight into the longer-
term risks across our operations and
supply chain. It has sign-posted areas for
further analysis and monitoring.
Immediate steps taken as a result of this
analysis include integration of specific
climate-related risks within business
continuity planning for higher risk sites
and reviewing public policy for areas
where a broader response is needed with
a particular focus on water stress areas.
Refer to page 57.
We acknowledge that long-term shifts
in climate patterns and increased
occurrence of extreme weather events
may have a significant impact on the
dairy supply chain. This requires close
monitoring to ensure existing mitigation
factors remain viable, and that our
strategic and operational plans remain
alert to the challenges associated with
such risks.
Dairy partnership
Our dedicated milk procurement and
dairy economics teams support our dairy
suppliers, and closely monitor production
levels, supplier trends etc. We take a
partnership approach with our dairy
suppliers to improve and build resilience.
Refer to page 56.
Responsible sourcing
For all raw materials, our global
procurement and responsible sourcing
commitments are important to help
manage potential future risks to
availability of key commodities as
regional climatic impacts take eect.
This includes analysis of single source
suppliers, risk profiling of sourcing regions
and use of third-party risk analysis such
as EcoVadis to support our assessment.
Future focus
Glanbia recognises the importance
of evaluating the impact of climate
change on our business and strategy. Our
disclosures in this regard are intended to
assist our stakeholders in understanding
the potential impacts and opportunities
of climate change on our business over
the short, medium and long-term. We
acknowledge in the context of an evolving
regulatory reporting environment,
and with improving scientific climate
resources there will be a need for further
analysis and detailed disclosures to
support our stakeholders in this regard.
We as a nutrition business recognise the
deep and intricate connections between
food systems and the planet’s health,
as well as the impact of a changing
climate for the future. We are focused
on managing our impacts within our
own operations, in particular relating to
our Scope 1 and 2 emission targets by
meeting key elements of our transition
plan; to progressively shift towards
100% renewable energy procurement
(Scope 2) by 2030 and reduce on-site
emissions (Scope 1) through operational
eciencies and capital investment. Refer
to pages 55-56 for more information
on the Group’s targets and progress
to-date, and page 65 which outlines how
these metrics form part of our strategic
response to the risks identified.
We acknowledge the material impact
of our Scope 3 emissions and have a
roadmap in place with our key dairy
supply stakeholders, which will deliver a
detailed transition plan to meeting our
Scope 3 commitments. Refer to page 56.
This plan will be presented to the Board in
2024, with our performance against this
plan reported externally.
Sustainability continued
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To embed our approach, Glanbia’s
Better Nutrition, Better World strategy
is embedded from the Board to the ESG
Committee and is integrated via the
Group Operating Executive and ESG
Centre of Excellence into all aspects of
the business through specialists and
cross-functional teams and workstreams.
This approach provides oversight, and
balances the focus on programme
delivery, required due diligence
procedures and increased reporting and
disclosure obligations.
See more on pages -.
At Glanbia, we are committed to
conducting business in the right way,
complying with the law and working
responsibly. Glanbia has made our core
governance policies publicly available
including our Code of Conduct, Supplier
Code of Conduct and Anti-bribery
and Corruption policy, Human Rights
and Speak Up policies. We support the
integration of these policies through
appropriate training programmes
including a Group-wide Code of Conduct
training module. The Group has a zero-
tolerance approach to bribery or any
form of corrupt practices and actively
encourages all workers and third parties
to speak up through our dedicated
whistleblowing line if they have any
concerns.
See more on page .
Glanbia complies with the European
Union (Disclosure of Non-Financial and
Diversity information by certain large
undertakings and groups) Regulations
2017. The table below is designed to
help stakeholders navigate to the
relevant sections in this Annual Report
to understand the Group’s approach
to these non-financial risks. Many
of our policies can be viewed on
www.glanbia.com.
Performance
Consolidated disclosures pursuant to Article 8 Taxonomy Regulation
Following consideration of the ‘EU Taxonomy Compass’, and detailed review of the economic activities’ descriptions and NACE code definitions as referenced
within it, the Group concludes that our core economic activities of food processing and manufacturing are not included within the six environmental objectives of
the EU Taxonomy and consequently are Taxonomy non-eligible.
Refer to pages 155-165 for Glanbia’s consolidated disclosure in accordance with the EU Taxonomy Regulation.
Reporting
requirement
Policies and standards which
govern our approach
Risk management and
additional information
Environmental matters
• Environmental policy
• Supply chain and responsible sourcing and on-farm
sustainability
• Animal welfare policy
• Environment section – pages 55-60
• Responsible sourcing – pages 56 and 61
• ESG Committee report – pages 116-120
• Task Force on Climate-related Financial Disclosures (TCFD)
Report – pages 64-70
• Risk management – pages 72-85
Employee matters
• Culture and engagement
• Group code of conduct
• Whistleblowing policy
• Diversity, equity and inclusion policy
• Health and safety policy
• Employee engagement survey – pages 28-29 and 50-51
• Whistleblowing and fraud – page 113
• UK Corporate Governance Code – pages 89 and 108
• Diversity, equity and inclusion – page 30
• Health and safety – page 31
Social matters
• Education initiatives
• Community support
• Food safety and quality policy
• GPN sports nutrition school – page 51
• Community and charity support – page 63
• Food safety and quality – page 62
Human rights
• Anti-slavery and human trafficking statement
• Supplier code of conduct
• Human rights policy
• See page 61 and 113 and our policies can be viewed on www.
glanbia.com/about/corporate-governance/our-policies
Anti-bribery and corruption
• Group code of conduct
• Anti-bribery and corruption policy
• See page 113 and our policies can be viewed on www.
glanbia.com/about/corporate-governance/our-policies
Description of principal risks and impact of business activity
• Principal risks and uncertainties – pages 76-83
Description of the business model
• Business model – pages 22-23
Non-financial key performance indicators (KPIs)
• Key performance indicators – page 25
Glanbia plc | Annual Report and Financial Statements
Risk management
Managing our risks
Geopolitical risks, such as the war in
Ukraine, escalating tensions in the Middle
East, relations between the US and
China, and their related macroeconomic
impacts, continue to remain some of the
biggest threats to the Group achieving
its strategic objectives. While overall
the Group navigated the evolving
risk environment well in 2023 with no
material negative impacts to the Group’s
performance; as 2024 progresses,
the Group will need to remain alert
to changes in risks that may impact
the delivery of the Group’s strategic
objectives.
The eects of the primary geopolitical
and macroeconomic conditions on
the business are explained in various
sections of the Strategic Report and
consequently, the narrative included
in the Chief Executive Ocer’s Review,
Chief Financial Ocer’s Review and
Operations Review should be read in
conjunction with the below disclosures
to provide an overall understanding of
the risks, economic uncertainties and
challenges which will continue in 2024.
Assessment of the effectiveness of risk
management and internal controls
The Audit Committee on behalf of
the Board, has responsibility for
monitoring the Group’s systems of risk
management and internal control.
The risk management framework, as
outlined below, was reviewed by the
Audit Committee to consider the breadth
and depth of information (financial,
operational and compliance) provided
to the Committee through direct
presentations from senior executives
and functional heads, risk management
report submissions and Committee
updates received from the internal
and external auditors. No instances of
significant control failings or weaknesses
have been identified as part of this
review.
Risk management framework
Our risk management framework is
designed to ensure that risk management
is embedded into our culture, policies and
practices. There is input across all levels
of the business to enable the Group to
remain responsive to the ever-changing
operating environment. An overview
of the Group’s risk management and
internal control framework is outlined in
the diagram below.
Continuous monitoring of risk to
achieve our strategic objectives
Oversight
Identification
Assessment
Mitigation
At Business
Unit and Group
functional level
Including the
identification
and mitigation
of emerging
risks
Bottom
Up
Risk
Senior Leadership Team
driven by:
Risk
awareness
Risk
ownership
Risk
monitoring
Risk
reporting
Board underpinned by:
Our Purpose Our Values Our Code
Governance supported through:
Audit
Committee
ESG
Committee
Group
Operating
Executive
Group Internal
Audit
Our Strategic Priorities
Grow the core
Optimise
our business
Disciplined
capital
allocation
Top
Down
Risk
Oversight
Identification
Assessment
Mitigation
Including the
identification
and mitigation of
emerging risks
Glanbia plc | Annual Report and Financial Statements
STRATEGIC
REPORT
GOVERNANCE
FINANCIAL
STATEMENTS
OTHER
INFORMATION
Risk oversight
Board of Directors
The Board has overall responsibility for determining the nature and extent of the significant risks it is willing to take in achieving
the Group’s strategic objectives. The Board has an overarching Group risk appetite statement in place and applies a balanced
approach to risk, embracing risk in areas in which management has the appropriate skills, knowledge and experience to take
advantage of the opportunities presented, whilst limiting risk in other areas.
As part of the annual Group strategy process, the Board conducted a detailed assessment of the impact of the Group’s principal
and emerging risks, together with the methods employed to manage these risks. The Board and management use the same
process to assess and manage risks within our joint venture operations as it does for the wholly-owned areas of the Group. In 2023,
we held board positions in all such entities.
The Board conducted a formal half-year and full-year review of the risk register summary reports prepared by Group Internal
Audit to ensure that the Group’s principal risks and uncertainties, as outlined on pages 76 to 83, eectively describe the nature and
extent of the Group’s principal risks. The Board is satisfied that its risk management systems and internal control processes are
eective and will further enhance monitoring controls in 2024 with more frequent risk dashboard reporting.
Group Operating Executive
The Group Operating Executive forum as outlined in the Corporate Governance Report on pages 100 to 101 also acts as the Group
Risk Committee and supports the Audit Committee in the risk management process through the ongoing monitoring of the risk
environment and the eectiveness of the controls in place.
Risk reporting
Group Internal Audit (“GIA”)
GIA assists in the process by preparing regular Group
summary risk management reports based on information
submitted by management throughout the year. These
reports include:
• An analysis of key Group risks in terms of impact
(assessed over the following 12 months within defined
monetary terms), likelihood of occurrence (using defined
probabilities of occurrence) and velocity (speed at which
the impact of the risk could materialise). The climate
related deviations are outlined on page 74;
• A summary of the key movements in the identified risks,
with a particular focus on highlighting new or emerging
risks;
• A summary of management action plans (“MAPs”) to
manage potential significant risk exposures; and
• An overview of organisational, business and emerging
risks.
The Audit Committee and Board perform bi-annual reviews
of these reports, with interim updates received from
management as required.
Audit Committee
The Audit Committee on behalf of the Board, has
responsibility for monitoring the Group’s systems of risk
management and internal control including the review
of their eectiveness. In 2023, the Committee received
updates from senior executives and detailed presentations
from Group functional leads including IT, Treasury, Legal,
ESG, Financial Reporting and Taxation. These presentations
typically provide the Committee with the opportunity to
review the Group’s risk appetite statements in relation to
the principal and emerging risks being examined.
Environmental, Social and Governance (“ESG”) Committee
The ESG Committee supports the Group’s ongoing
commitment to environmental, corporate social
responsibility and governance matters. The Committee
is responsible for monitoring and reviewing current and
emerging ESG trends, relevant international standards and
legislative requirements and identifying potential impacts
to the Group. In January 2024, the Audit Committee and
ESG Committee held a joint information session with
regard to ESG related matters to facilitate risk awareness
regarding the upcoming ESG reporting obligations.
Group Senior Leadership Team (“SLT”)
The identification of risk is based on a Group-wide
approach. The management team of each business
segment and the Group functional leads are required to
maintain and submit a risk register. The register ensures
consistency of approach in the reporting of risks in
accordance with Group defined guidelines.
The quality and consistency of SLT risk reporting is
supported by a number of other monitoring and reporting
processes including:
• Group strategy process and Board review of financial
and operational performance, including detailed
finance, capex planning and expenditure reviews;
• KPI tracking of health and safety and environmental
reporting within the Group’s environmental
management system;
• Bi-annual control self-assessment and management
representation letter processes;
• Post-acquisition completion and capex project reviews;
• Risk-focused Group Internal Audit plan; and
• The externally assessed Glanbia Risk Management
System (“GRMS”) reviews, which assess operational
risks across the Group and the internal Glanbia Quality
System reviews.
Glanbia plc | Annual Report and Financial Statements
Risk management continued
Identifying and assessing
climate risk
The identification, assessment and
management of climate-related
risks follow the Group’s existing risk
management framework, however, the
time horizons have been extended to
allow for the longer-term impacts of
climate change. This work has been
supported by third-party experts and
executive-led workshops, which has
helped to define a focused set of risks for
detailed analysis, as outlined on page 65
of the TCFD Report.
Managing climate risk
As outlined on the previous page, the
Audit Committee is responsible for
providing structured and systematic
oversight of the Group’s risk
management and internal controls,
while the ESG Committee supports the
Group’s ongoing commitment to our ESG
strategy, including our environmental
strategy. For further details on our
approach to managing climate change
and the related risks and opportunities,
refer to pages 64-70.
The Group considers insights obtained
through our reporting on TCFD
climate-related risks and opportunities
identification, prioritisation process
(likelihood and velocity) and financial
quantification assessment (materiality),
post the consideration of available
mitigation measures. Key outputs of
this process are summarised within
the TCFD Report on pages 64-70,
and assessed through the Group risk
register process. The register includes
the estimated likelihood, velocity and
financial materiality of the climate-
related risks and opportunities assessed,
which is a key component of our risk
management framework and also
documents the identified Group-wide
controls and actions to mitigate against
the respective risks to evaluate the
potential residual impact encompassing
both transition and physical risks. These
risks are consolidated as one principal
risk ’Climate Change’.
Climate-related risks and
opportunities
The processes for identifying, assessing
and managing climate-related risks are
incorporated within our risk management
framework. As part of this framework,
we have a clear approach for defining
risk appetite and guidance to support
the assessment of materiality. The
Group’s risk appetite is agreed annually
with the Board and regularly monitored
to ensure climate-related risks remain
within the Group’s risk appetite without
unduly impacting the ongoing success
of our business. The management of
these climate-related risks is undertaken
within the function where the risk may
occur, for example, raw material risks
are primarily managed by procurement.
Actions taken are monitored to retain
climate risks within the agreed risk
appetite for the Group with the CEO for
GN having executive responsibility for
climate change mitigation measures. He
is supported in this work by the Group
Operating Executive as outlined on page
119.
TCFD reporting
In line with the recommendations of
the TCFD reporting requirements, the
Group has considered climate-related
impacts within the organisation under
the pillars of Governance, Strategy, Risk
Management and Metrics and Targets as
outlined on pages 64 to 70.
As detailed in our 2022 Annual Report,
the Group engaged the Carbon Trust, an
independent sustainability consultant,
to conduct a comprehensive climate
change risk assessment of the parts
of the business over which Glanbia
has operational control. The identified
climate-related risks and opportunities
were prioritised by their likelihood,
velocity and estimated financial
materiality (prior to the consideration of
any mitigation measures). This allowed
us to better understand the potential
impacts from physical climate change
risks and opportunities associated
with the transition to a decarbonised
economy.
Further analysis was carried out to
assess, in greater detail, the potential
impact that Glanbia’s top climate-
related risks and opportunities could
have on our business, operations and
strategy, drawing on climate science
and scenario data. Two scenarios were
considered for each risk and opportunity;
a current policy scenario and a
stress scenario. The material risk and
opportunity themes that were reviewed
as part of assessing the potential impact
of climate change, along with the
expected timelines are outlined on pages
67-69 of the TCFD Report.
In line with the Group’s risk management
framework, the risk and opportunity
themes were assessed for likelihood,
velocity and materiality (impact). The
methodology applied to climate risk
themes diered from the standard
framework definitions as follows:
• Velocity: To reflect the nature of
climate change, the time horizon
applied to velocity was short term up
to 3 years, medium term from 3 to 10
years and long term beyond 10 years
as opposed to the Group approved
thresholds which assess velocity as
very rapid if the impact of the risk is
felt within 1 month, rapid if within 1
quarter and slow if it extends beyond
1 quarter.
• Likelihood: Under the assessment,
this is based upon the certainty of
outcome across the dierent climate
scenarios analysed. Where there is
a highly consistent outcome under
all scenarios, the relevant risk or
opportunity is categorised with a
higher likelihood and conversely, where
the outcome is only expected under
stress scenarios the risk or opportunity
is categorised with a lower likelihood.
The standard Group approach to
likelihood is measured as a percentage
of possible occurrence over a three-
year period in line with the Group’s
strategic plan.
The Directors consider these deviations
from the standard risk framework to
be appropriate given the nature of the
specific risk. The controls for this principal
risk are aligned with our strategy and
regulatory framework requirements. They
include controls relating to governance,
leadership and climate adaptation.
Climate change risks are also considered
when assessing other principal risks
including, but not limited to: Economic
and Industry; Market Disruption and
Acquisition/Integration. For example,
this includes involving the relevant
internal functional experts when making
acquisition or capital investment
decisions or impairment review decisions
where required.
The Group concluded that climate
change is not expected to have a
material impact on the viability of the
Group in the short term and summarised
the material climate risk themes
which will require close monitoring
going forward as outlined on pages
64 to 70. Glanbia also has a continuing
engagement with the Carbon Trust
who provide technical expertise on the
Group’s carbon footprint mapping, and
identification of key carbon reduction
projects. The Group plans to continue this
work and has committed to building on
the progress achieved in 2023 in relation
to our climate impact.
Glanbia plc | Annual Report and Financial Statements
STRATEGIC
REPORT
GOVERNANCE
FINANCIAL
STATEMENTS
OTHER
INFORMATION
Strategic/External Technological Operational/Regulatory Financial
Mainly external risks associated
with our operating environment
Geopolitical
Economic and industry
Market disruption
Customer concentration
Climate change
The systems we use to drive the
business and the data they hold
Digital transformation
Cyber security and data
protection
The people and processes we
use to power our business model
Talent management
Health and safety
Supply chain
Product safety
and compliance
Acquisition/Integration
Our financial status
and internal controls
Taxation
changes
Risk trend
Increasing Stable Decreasing
Risk categories
Our approach recognises the external
risks associated with our operating
environment, which are typically
considered and managed through our
strategic processes, and the primarily
internal risks associated with our people,
processes and systems which are
managed through our internal controls.
Emerging risks with the potential to
impact our longer-term success are
also considered to ensure that we plan
appropriately to respond to them over
time. No new emerging principal risks
were identified in 2023.
Identifying our principal risks
and uncertainties
The Directors have carried out a robust
assessment of the Group’s principal risks,
including those that may threaten our
business model, future performance,
solvency or liquidity and reputation. Key
risks are identified based on the likelihood
of occurrence, potential impact and
velocity on the Group using the process
outlined on pages 72 to 75.
Risks are reported on a residual risk
basis and represent a snapshot of the
Group’s principal risk profile. This is not
an exhaustive list of all the risks faced by
the Group, there may be other risks and
uncertainties that are not yet considered
material or not yet known to us. This list
will change if these risks assume greater
importance in the future. Likewise, some
of the current risks will drop o the key
risks schedule as management actions
are implemented or changes in the
operating environment occur.
The Board also fully recognises that
many risks do not exist in isolation and
that one or more risks may crystallise at
the same time which could increase the
impact to the Group. The interactions
and relationship between such risks are
discussed and considered by the Board
throughout the year. Risk benchmarking
is completed, which includes a review of
external risk publications and emerging
risk trends against the Group’s risk
landscape. In 2023, discussions included
a consideration of the consequences
of geopolitical tensions, persistent
inflationary, energy rate and interest
rate pressures, cybersecurity threats and
climate change risks.
Principal risks and uncertainties
Changes to risks during the year
The Directors have considered the
Group’s principal risks and uncertainties
and have determined that the risks and
uncertainties reported in Glanbia plc’s
2022 Annual Report remain relevant
with one revision. The principal risk
Economic, Industry and Political risk,
reported in 2022, has been split into two
principal risks with the political narrative
now captured within a new Geopolitical
principal risk and the Economic and
industry risk remaining as a standalone
risk.
Some fluctuations in risk trends did arise
in 2023 including:
• Geopolitical risk: As geopolitical
tensions escalated and became more
widespread globally, the Directors have
determined that this risk area now
warrants a standalone principal risk.
The market consequences of the war in
Ukraine and tensions in the Middle East
continue to create volatility. The Board
is also closely monitoring tensions
in key trading regions, particularly
between China and Taiwan, where any
potential conflict, economic sanctions
or trade rulings would impact Glanbia’s
growth objectives. The upcoming
US presidential election also has
the potential to create short-term
uncertainty.
• Economic and industry: the
macroeconomic environment
continues to show volatility with
recessionary conditions which
impacted some countries in 2023
looking set to continue in 2024.
• Market disruption risk continues to
trend upwards. Adverse changes
in economic conditions, persistent
inflation, energy and interest rate
pressures have continued to increase
the cost of living and could result in
reduced consumer spending which
may disrupt demand and further
increase operational and financial
costs.
• Climate change risk continues to
trend upwards due to the evolving
climate landscape, expected future
developments in ESG regulations,
the increasing stakeholder reporting
expectations and the other climate
change risks disclosed in the TCFD
Metrics and Targets disclosures on
page 64.
• Cyber security and data protection
risk continues to trend upwards due
to rapidly accelerating technological
changes in areas such as artificial
intelligence (“AI”) and growing global
cybersecurity control threats.
• Supply chain and Talent management
risks have stabilised as supply chain
risk mitigation measures have been
successfully deployed, and labour
market conditions continue to
normalise.
• The remaining principal risks continue
to trend as stable due to the mitigation
activities in place by the Group as
outlined on pages 76 to 83.
The Group actively manages these and
all other risks, inclusive of emerging risks,
through its risk management and internal
control processes.
Glanbia plc | Annual Report and Financial Statements
Principal risks and uncertainties
Link to strategic priorities (see pages to )
Risk trend
Increasing Stable
Decreasing
Grow the core Optimise our business Disciplined capital allocation
Risk Potential impact Mitigation Developments in 2023 2024 focus areas
Strategic/External
Geopolitical
Geopolitical events and developments
may have the potential to create global
or regional instability that could impact
on our growth objectives.
Political instability, civil disturbance,
conflicts, trade tensions and
regulatory changes may negatively
impact performance. Geopolitical
tensions in the regions where
we operate may pose potential
challenges that could adversely
affect our pursuit of growth
objectives.
The Board conducts a thorough assessment of geopolitical risks,
particularly in the regions where we operate, and regularly updates
risk profiles to stay informed about changing dynamics.
The Group’s strategy is aimed at spreading our business activities
across diverse regions to reduce dependency on any single
geopolitical area, minimising the impact of localised disruptions.
The Board and Group Operating Executive are kept informed about
geopolitical risks through regular Group risk and business segment
operational updates.
The Board considers various geopolitical scenarios and their potential
impact on the business as part of strategy discussions. This enables the
Board to develop proactive strategies and responses to different situations.
Management aims to stay abreast of and comply with international and
local regulations, maintaining relationships with local and international
stakeholders and consulting with external advisors, where appropriate, to
stay informed about political developments and foster cooperation.
Senior leaders from our core segments updated the Board/Audit Committee
on segment performance during 2023. This included consideration of
geopolitical impacts, where appropriate.
The Group will continue to monitor geopolitical tensions closely where any
potential conflict, economic sanctions or trade rulings may impact the
growth objectives of the Group.
The Group will continue to monitor the upcoming US presidential election,
should it cause short-term uncertainty and/or instability to the markets
where we operate.
Potential geopolitical impacts will continue to be assessed as part of the
Group’s strategic discussions and capital allocation decisions, particularly in
relation to acquisition activity and strategic capital expenditure.
Economic and industry
Our performance is influenced by
global economic conditions, consumer
confidence and the stability of the
markets in which we operate.
Deterioration in economic growth or
consumer confidence, or significant
currency movements may impact
performance and the achievement
of growth targets.
The Board regularly assesses key market trends, the current
economic environment and the related implications on Group
performance and strategic objectives.
The Group’s strategy is aimed at the continued expansion of the
Group’s geographic reach, focusing on key customer relationships
and investment in new product development which helps to protect
the Group from significant economic fluctuations and material
rapid changes in the external environment.
The macroeconomic environment continued to be uncertain as some
markets entered recession in 2023. There is continuing pressure from
high interest rates, monetary tightening by central banks and currency
fluctuations, which the Group continues to navigate and mitigate where
possible.
Increased promotional activity and the careful management of price
increases were required to address inflationary challenges and other
macroeconomic factors. To date, customer demand has sustained these
price increases.
The macroeconomic environment remains uncertain prompting continuing
review throughout 2024. The Group will proactively review and implement
mitigating actions to address challenges such as cost inflation and the
impact of high living costs, ensuring a responsive and adaptive approach as
needed.
The impact of any potential future price increases will continue to be
assessed for elasticity effects.
Market disruption
Inflationary pressures may create further
headwinds for the business.
Increasing competition across certain
channels through high promotional
activity, competitor product innovation
and channel shifts provide an ongoing
challenge.
Continued inflationary pressures
above expectations may disrupt
demand due to consumer price
elasticity.
Failing to recognise or obtain
accurate and relevant competitive
and environmental intelligence may
result in the adoption of incorrect
business strategies.
Significant actions to mitigate cost inflation were implemented
across a range of initiatives including pricing, revenue growth
management and efficiency programmes.
The GPN team continues to enhance in-house capabilities to
assess market trends, ensuring improved accuracy and relevance
of data for the Board and management’s decision making.
GN has focused on differentiating its capabilities from competitors
through innovation to enable it to become the preferred partner of
choice for nutritional and functional solutions in both the dairy and
non-dairy segments.
The Group allocates resources to research and development for
value-added, customer-specific solutions and invests in necessary
promotional activities, where required.
Our strategic portfolio review continued in 2023 resulting in divestment
decisions around non-core assets as outlined in the Chief Financial Officer’s
review on pages 40 to 45.
The impact of increasing inflationary pressures and supply chain volatility
have been mitigated by price increases and this balance will continue to be
closely monitored in 2024.
Marketing spend has continually focused on the areas/brands where
recovery momentum is strong.
While energy prices have shown signs of stabilising, food prices remain
elevated and further shocks from geopolitical tensions may contribute to
further inflationary pressures. The Group will continue to monitor this and
any other adverse changes in economic conditions, such as the heightened
cost of living and increased interest rates that could result in reduced
consumer spending and a slowdown in consumer demand.
The Group will continue to invest in developing in-house capabilities to
assess trends in key market areas ensuring accurate and relevant data is
available to management teams to support decision making.
Customer concentration
The Group benefits from close
commercial relationships with a number
of key customers and adverse changes
could materially impact the Group.
The loss of, or material disruption
with, one or more of these
customers, or a significant
deterioration in commercial terms,
could have a material impact on
Group profitability.
Pricing risks associated with the
growth of the online channel could
impact the Group.
The Group has strong relationships with key customers
through superior customer service, quality assurance and cost
competitiveness. Continued focus remains on new customer and
channel development opportunities.
Consistent and effective implementation of the GN commercial
team’s ‘one face to the customer’ approach.
The Board regularly reviews its exposure, including credit exposure,
to individual customers and considers the impact of acquisitions
where relevant.
Continued assessment of the impacts of channel shifts by consumers and
the financial strength of our customer base, particularly our US customers
which represent the majority of Group Revenue.
Dedicated consumer insights and analytics teams in place who continue to
build out our monitoring and consumer intelligence capabilities.
Management continued to monitor credit exposures in 2023 as customers
maneuvered high energy costs and interest rates, post the recovery from the
pandemic.
The Group will continue to review new customer and channel development
opportunities.
The Group will continue to build key customer partnerships through strategic
capacity expansions and product supply opportunities, particularly with our
core GN customers.
The impact of pricing increases associated with the heightened cost of
inflation will be closely monitored.
Glanbia plc | Annual Report and Financial Statements
STRATEGIC
REPORT
GOVERNANCE
FINANCIAL
STATEMENTS
OTHER
INFORMATION
Risk Potential impact Mitigation Developments in 2023 2024 focus areas
Strategic/External
Geopolitical
Geopolitical events and developments
may have the potential to create global
or regional instability that could impact
on our growth objectives.
Political instability, civil disturbance,
conflicts, trade tensions and
regulatory changes may negatively
impact performance. Geopolitical
tensions in the regions where
we operate may pose potential
challenges that could adversely
affect our pursuit of growth
objectives.
The Board conducts a thorough assessment of geopolitical risks,
particularly in the regions where we operate, and regularly updates
risk profiles to stay informed about changing dynamics.
The Group’s strategy is aimed at spreading our business activities
across diverse regions to reduce dependency on any single
geopolitical area, minimising the impact of localised disruptions.
The Board and Group Operating Executive are kept informed about
geopolitical risks through regular Group risk and business segment
operational updates.
The Board considers various geopolitical scenarios and their potential
impact on the business as part of strategy discussions. This enables the
Board to develop proactive strategies and responses to different situations.
Management aims to stay abreast of and comply with international and
local regulations, maintaining relationships with local and international
stakeholders and consulting with external advisors, where appropriate, to
stay informed about political developments and foster cooperation.
Senior leaders from our core segments updated the Board/Audit Committee
on segment performance during 2023. This included consideration of
geopolitical impacts, where appropriate.
The Group will continue to monitor geopolitical tensions closely where any
potential conflict, economic sanctions or trade rulings may impact the
growth objectives of the Group.
The Group will continue to monitor the upcoming US presidential election,
should it cause short-term uncertainty and/or instability to the markets
where we operate.
Potential geopolitical impacts will continue to be assessed as part of the
Group’s strategic discussions and capital allocation decisions, particularly in
relation to acquisition activity and strategic capital expenditure.
Economic and industry
Our performance is influenced by
global economic conditions, consumer
confidence and the stability of the
markets in which we operate.
Deterioration in economic growth or
consumer confidence, or significant
currency movements may impact
performance and the achievement
of growth targets.
The Board regularly assesses key market trends, the current
economic environment and the related implications on Group
performance and strategic objectives.
The Group’s strategy is aimed at the continued expansion of the
Group’s geographic reach, focusing on key customer relationships
and investment in new product development which helps to protect
the Group from significant economic fluctuations and material
rapid changes in the external environment.
The macroeconomic environment continued to be uncertain as some
markets entered recession in 2023. There is continuing pressure from
high interest rates, monetary tightening by central banks and currency
fluctuations, which the Group continues to navigate and mitigate where
possible.
Increased promotional activity and the careful management of price
increases were required to address inflationary challenges and other
macroeconomic factors. To date, customer demand has sustained these
price increases.
The macroeconomic environment remains uncertain prompting continuing
review throughout 2024. The Group will proactively review and implement
mitigating actions to address challenges such as cost inflation and the
impact of high living costs, ensuring a responsive and adaptive approach as
needed.
The impact of any potential future price increases will continue to be
assessed for elasticity effects.
Market disruption
Inflationary pressures may create further
headwinds for the business.
Increasing competition across certain
channels through high promotional
activity, competitor product innovation
and channel shifts provide an ongoing
challenge.
Continued inflationary pressures
above expectations may disrupt
demand due to consumer price
elasticity.
Failing to recognise or obtain
accurate and relevant competitive
and environmental intelligence may
result in the adoption of incorrect
business strategies.
Significant actions to mitigate cost inflation were implemented
across a range of initiatives including pricing, revenue growth
management and efficiency programmes.
The GPN team continues to enhance in-house capabilities to
assess market trends, ensuring improved accuracy and relevance
of data for the Board and management’s decision making.
GN has focused on differentiating its capabilities from competitors
through innovation to enable it to become the preferred partner of
choice for nutritional and functional solutions in both the dairy and
non-dairy segments.
The Group allocates resources to research and development for
value-added, customer-specific solutions and invests in necessary
promotional activities, where required.
Our strategic portfolio review continued in 2023 resulting in divestment
decisions around non-core assets as outlined in the Chief Financial Officer’s
review on pages 40 to 45.
The impact of increasing inflationary pressures and supply chain volatility
have been mitigated by price increases and this balance will continue to be
closely monitored in 2024.
Marketing spend has continually focused on the areas/brands where
recovery momentum is strong.
While energy prices have shown signs of stabilising, food prices remain
elevated and further shocks from geopolitical tensions may contribute to
further inflationary pressures. The Group will continue to monitor this and
any other adverse changes in economic conditions, such as the heightened
cost of living and increased interest rates that could result in reduced
consumer spending and a slowdown in consumer demand.
The Group will continue to invest in developing in-house capabilities to
assess trends in key market areas ensuring accurate and relevant data is
available to management teams to support decision making.
Customer concentration
The Group benefits from close
commercial relationships with a number
of key customers and adverse changes
could materially impact the Group.
The loss of, or material disruption
with, one or more of these
customers, or a significant
deterioration in commercial terms,
could have a material impact on
Group profitability.
Pricing risks associated with the
growth of the online channel could
impact the Group.
The Group has strong relationships with key customers
through superior customer service, quality assurance and cost
competitiveness. Continued focus remains on new customer and
channel development opportunities.
Consistent and effective implementation of the GN commercial
team’s ‘one face to the customer’ approach.
The Board regularly reviews its exposure, including credit exposure,
to individual customers and considers the impact of acquisitions
where relevant.
Continued assessment of the impacts of channel shifts by consumers and
the financial strength of our customer base, particularly our US customers
which represent the majority of Group Revenue.
Dedicated consumer insights and analytics teams in place who continue to
build out our monitoring and consumer intelligence capabilities.
Management continued to monitor credit exposures in 2023 as customers
maneuvered high energy costs and interest rates, post the recovery from the
pandemic.
The Group will continue to review new customer and channel development
opportunities.
The Group will continue to build key customer partnerships through strategic
capacity expansions and product supply opportunities, particularly with our
core GN customers.
The impact of pricing increases associated with the heightened cost of
inflation will be closely monitored.
Glanbia plc | Annual Report and Financial Statements
Principal risks and uncertainties continued
Link to strategic priorities (see pages to )
Risk trend
Increasing Stable
Decreasing
Grow the core Optimise our business Disciplined capital allocation
Risk Potential impact Mitigation Developments in 2023 2024 focus areas
Strategic/External continued
Climate change
Failing to have an appropriate business
model in place to react to the climate-
related risks and opportunities and to
achieve the Group’s commitment to
protecting the environment through
responsible stewardship.
The risk of non-compliance with
regulations.
Changes in government policy,
regulation, technologies and
weather conditions, may impact
the Group or influence consumer
preferences.
Failure to comply with
environmental incident reporting
regulations may cause reputational
damage.
An ESG Board subcommittee is in place and a member of the
Group Operating Executive has responsibility for overseeing
the delivery of the Group’s agenda on environmental, social and
governance topics.
The Board recognises the scientific consensus that action is
required to address the impact of greenhouse gas emissions on
rising global temperatures and has ensured that:
• A Board approved strategy is in place to accelerate our climate
change commitments, targeting decarbonisation in our
operations and supply chain and addressing our most material
sustainability impact areas.
• The Group-wide sustainability programme focuses on building
a strong culture, systems and governance model to oversee
progress and to ensure compliance with environmental incident
reporting regulations.
• Clearly defined Board approved KPIs and targets are in place as
outlined on pages 126 to 149.
• The Group’s Capital Investment Policy incorporates
environmental considerations into the existing due diligence
process.
The Group has taken a rigorous approach to measuring climate risk
impact through data, baselining and risk assessment supported
by external experts and aligned to emission reduction targets
validated by the Science Based Targets initiative (“SBTi”).
Building on the ESG training provided to the Board in 2022, further external
ESG training was provided to both the Audit and ESG Committees in
January 2024. This training focused on Glanbia’s current and upcoming
reporting obligations, market insight benchmarking and the responsibilities
of the Audit Committee and the Board in relation to the EU Corporate
Sustainability Reporting Directive (“CSRD”) reporting.
FY 2023 ESG reporting built on the processes and structures established in
2022 including the issuance of the first Glanbia GRI report in 2023. For more
information on other developments and progress made on the environment
topic, please refer to the Sustainability Report on pages 48 to 63.
Strong performance was noted against all of the Group’s 2023 ESG target
areas with continued progress taking place in the development of the
Group’s Scope 3 strategy. In 2023, 63% (2022: 45%) of our electricity usage
was by way of renewable electricity, see page 55 for more information.
In preparation for the CSRD requirements, the Group also conducted a
Double Materiality assessment in conjunction with our external advisors. This
is designed to determine what disclosures are relevant under the mandatory
sustainability standards, required under CSRD, with no new ESG topic noted
as a result of this exercise.
The Group will continue to update the data systems and processes to meet
the CSRD disclosure and evolving ESG legislative requirements.
The Board will be heavily focused on the delivery of the Group’s Scope 3
strategy and the continuing commitment to its key targeted reductions
in areas such as carbon, water, waste and packaging. Progress in the
development of Glanbia’s approach to nature and the ongoing work to
enable enhanced supply chain transparency will also continue to be closely
examined.
The Group is committed to supporting our customers’ ESG ambitions,
particularly in the provision of sustainability data in relation to carbon, and
assurances on ingredient sourcing risks to meet their own public facing
targets.
The Audit and ESG Committees will continue to focus on monitoring
the effectiveness of the environment metrics and regulatory disclosure
requirements to ensure progress is being maintained in line with
expectations. Regular updates will continue to be provided to the Board
to ensure climate-related impacts are understood and embedded in the
Group’s governance, operational and strategic model.
Technological
Digital transformation
The risk of the Group implementing an
ineffective digital strategy.
A failure to adopt new technologies
and/or potential negative
consequences associated with
integrating digital technologies
within the business may impact our
targeted growth.
Each core business function has a three-year digital roadmap that
is reviewed and updated annually.
Dedicated project teams put in place for material transformation
projects with appropriate user acceptance testing completed prior
to go-live.
All enterprise systems are deployed using a centrally managed
model to ensure architecture alignment and effective process
governance.
Executive commitment to ensure the full benefits of the Group’s
digital capabilities are maximised to increase our speed to market,
reduce costs and improve customer experience.
The Group has deployed leading ERP technologies which support the
automation of our key business processes. The Group successfully upgraded
its ERP system to SAP’s latest technology and associated hardware,
which brings enhanced machine learning and artificial intelligence (“AI”)
capabilities to the Group.
Fraud and cyber security exercises completed with vulnerability scans
implemented across all eCommerce sites.
Continued to integrate our ERP system into acquisitions as part of the IT
roadmap.
A reassessment of the optimal manner in which to leverage the D2C platform
across GPN was performed during the year. This will help enable resources to
be applied to the opportunities best matching the brand strategy.
With the latest ERP technology now in place, management will focus our
digitisation programme on continuing to enhance the Group’s supply
chain, customer engagement, manufacturing, operations, finance, and HR
systems.
A Chief Digital & Transformation Officer has been appointed to the Group
Operative Executive to ensure that the Group’s global support functions are
structured to efficiently deliver high value business services.
Continue to progress the Tirlán (formerly Glanbia Ireland) and Leprino
segregation and separation of IT infrastructure and applications from the
Group in line with the transition agreements.
Continue to assess the potential benefits and risks associated with emerging
AI capabilities as part of cyber risk considerations.
Cyber security and data
protection
The Group is dependent on robust IT
systems and infrastructure for most of
our principal business processes which
may be impacted by the significant
growth of cyber threats.
An adverse event could result
in significant financial loss or
reputational damage due to the
potential loss of, or unauthorised
access to sensitive financial,
personal and commercial
information. This includes the
Group’s intellectual property (“IP”) or
that of our customers.
An adverse event could also result
in significant negative impacts to
our operational capabilities through
ransomware or denial of service
attacks.
Financial and reputational loss may
also occur through targeted attacks
such as phishing or impersonation
frauds.
A dedicated Group IT Security team is in place to manage IT risks.
Policies in place regarding the protection of both business
and personal information, as well as the use of IT systems and
applications by our employees with oversight by the Group Data
Protection Committee.
Systems in place, including ongoing audit activities, to monitor
compliance with relevant privacy laws and regulations.
The Group maintains a cyber insurance policy and there were no
material information or cybersecurity breaches noted over the last
three years resulting in an insurance claim.
Continued investment in cyber-crime prevention and information
security programme. Regular security scanning across eCommerce
sites with penetration testing completed on new sites.
Regular Group IT Board and Audit Committee updates on the
Group IT strategy and key Group IT risks.
Cyber security and anti-fraud control reviews were conducted against the
US Department of Commerce and National Institute of Standards and
Technology Cybersecurity Framework to continue to gain comfort over
the effectiveness of the Group’s ransomware prevention, detection and
response plans.
Additional ransomware detection capability rolled out to SAP/mission
critical services. The Group ransomware response policy, playbook, roles
and responsibilities were updated and a ransomware simulation workshop
was completed with a subcommittee of the Board, members of the Group
Operating Executive and relevant Group functional leads in October 2023.
Rolled out phishing simulations across the Group, implemented a new
firewall configuration management service and introduced a new multi-
factor authentication solution for employee remote access.
Continue progress on the effective integration of our IT systems and related
Group monitoring controls within our recent acquisitions.
The cross-functional teams involved will continue to ensure our IP is
protected through appropriate IT security measures, patent applications
and related control procedures. Continue to roll out our multi-factor
authentication to all employees.
Ongoing cybersecurity awareness will continue to be actively promoted
through regular IT awareness communications, information security training
and other initiatives to keep employees updated on new and emerging IT
threats. This will continue in 2024 with follow up workshops and awareness
sessions with the leadership team and Board representatives.
Continue to execute fraud and cyber security reviews and vulnerability scans
across all eCommerce sites.
Glanbia plc | Annual Report and Financial Statements
STRATEGIC
REPORT
GOVERNANCE
FINANCIAL
STATEMENTS
OTHER
INFORMATION
Risk Potential impact Mitigation Developments in 2023 2024 focus areas
Strategic/External continued
Climate change
Failing to have an appropriate business
model in place to react to the climate-
related risks and opportunities and to
achieve the Group’s commitment to
protecting the environment through
responsible stewardship.
The risk of non-compliance with
regulations.
Changes in government policy,
regulation, technologies and
weather conditions, may impact
the Group or influence consumer
preferences.
Failure to comply with
environmental incident reporting
regulations may cause reputational
damage.
An ESG Board subcommittee is in place and a member of the
Group Operating Executive has responsibility for overseeing
the delivery of the Group’s agenda on environmental, social and
governance topics.
The Board recognises the scientific consensus that action is
required to address the impact of greenhouse gas emissions on
rising global temperatures and has ensured that:
• A Board approved strategy is in place to accelerate our climate
change commitments, targeting decarbonisation in our
operations and supply chain and addressing our most material
sustainability impact areas.
• The Group-wide sustainability programme focuses on building
a strong culture, systems and governance model to oversee
progress and to ensure compliance with environmental incident
reporting regulations.
• Clearly defined Board approved KPIs and targets are in place as
outlined on pages 126 to 149.
• The Group’s Capital Investment Policy incorporates
environmental considerations into the existing due diligence
process.
The Group has taken a rigorous approach to measuring climate risk
impact through data, baselining and risk assessment supported
by external experts and aligned to emission reduction targets
validated by the Science Based Targets initiative (“SBTi”).
Building on the ESG training provided to the Board in 2022, further external
ESG training was provided to both the Audit and ESG Committees in
January 2024. This training focused on Glanbia’s current and upcoming
reporting obligations, market insight benchmarking and the responsibilities
of the Audit Committee and the Board in relation to the EU Corporate
Sustainability Reporting Directive (“CSRD”) reporting.
FY 2023 ESG reporting built on the processes and structures established in
2022 including the issuance of the first Glanbia GRI report in 2023. For more
information on other developments and progress made on the environment
topic, please refer to the Sustainability Report on pages 48 to 63.
Strong performance was noted against all of the Group’s 2023 ESG target
areas with continued progress taking place in the development of the
Group’s Scope 3 strategy. In 2023, 63% (2022: 45%) of our electricity usage
was by way of renewable electricity, see page 55 for more information.
In preparation for the CSRD requirements, the Group also conducted a
Double Materiality assessment in conjunction with our external advisors. This
is designed to determine what disclosures are relevant under the mandatory
sustainability standards, required under CSRD, with no new ESG topic noted
as a result of this exercise.
The Group will continue to update the data systems and processes to meet
the CSRD disclosure and evolving ESG legislative requirements.
The Board will be heavily focused on the delivery of the Group’s Scope 3
strategy and the continuing commitment to its key targeted reductions
in areas such as carbon, water, waste and packaging. Progress in the
development of Glanbia’s approach to nature and the ongoing work to
enable enhanced supply chain transparency will also continue to be closely
examined.
The Group is committed to supporting our customers’ ESG ambitions,
particularly in the provision of sustainability data in relation to carbon, and
assurances on ingredient sourcing risks to meet their own public facing
targets.
The Audit and ESG Committees will continue to focus on monitoring
the effectiveness of the environment metrics and regulatory disclosure
requirements to ensure progress is being maintained in line with
expectations. Regular updates will continue to be provided to the Board
to ensure climate-related impacts are understood and embedded in the
Group’s governance, operational and strategic model.
Technological
Digital transformation
The risk of the Group implementing an
ineffective digital strategy.
A failure to adopt new technologies
and/or potential negative
consequences associated with
integrating digital technologies
within the business may impact our
targeted growth.
Each core business function has a three-year digital roadmap that
is reviewed and updated annually.
Dedicated project teams put in place for material transformation
projects with appropriate user acceptance testing completed prior
to go-live.
All enterprise systems are deployed using a centrally managed
model to ensure architecture alignment and effective process
governance.
Executive commitment to ensure the full benefits of the Group’s
digital capabilities are maximised to increase our speed to market,
reduce costs and improve customer experience.
The Group has deployed leading ERP technologies which support the
automation of our key business processes. The Group successfully upgraded
its ERP system to SAP’s latest technology and associated hardware,
which brings enhanced machine learning and artificial intelligence (“AI”)
capabilities to the Group.
Fraud and cyber security exercises completed with vulnerability scans
implemented across all eCommerce sites.
Continued to integrate our ERP system into acquisitions as part of the IT
roadmap.
A reassessment of the optimal manner in which to leverage the D2C platform
across GPN was performed during the year. This will help enable resources to
be applied to the opportunities best matching the brand strategy.
With the latest ERP technology now in place, management will focus our
digitisation programme on continuing to enhance the Group’s supply
chain, customer engagement, manufacturing, operations, finance, and HR
systems.
A Chief Digital & Transformation Officer has been appointed to the Group
Operative Executive to ensure that the Group’s global support functions are
structured to efficiently deliver high value business services.
Continue to progress the Tirlán (formerly Glanbia Ireland) and Leprino
segregation and separation of IT infrastructure and applications from the
Group in line with the transition agreements.
Continue to assess the potential benefits and risks associated with emerging
AI capabilities as part of cyber risk considerations.
Cyber security and data
protection
The Group is dependent on robust IT
systems and infrastructure for most of
our principal business processes which
may be impacted by the significant
growth of cyber threats.
An adverse event could result
in significant financial loss or
reputational damage due to the
potential loss of, or unauthorised
access to sensitive financial,
personal and commercial
information. This includes the
Group’s intellectual property (“IP”) or
that of our customers.
An adverse event could also result
in significant negative impacts to
our operational capabilities through
ransomware or denial of service
attacks.
Financial and reputational loss may
also occur through targeted attacks
such as phishing or impersonation
frauds.
A dedicated Group IT Security team is in place to manage IT risks.
Policies in place regarding the protection of both business
and personal information, as well as the use of IT systems and
applications by our employees with oversight by the Group Data
Protection Committee.
Systems in place, including ongoing audit activities, to monitor
compliance with relevant privacy laws and regulations.
The Group maintains a cyber insurance policy and there were no
material information or cybersecurity breaches noted over the last
three years resulting in an insurance claim.
Continued investment in cyber-crime prevention and information
security programme. Regular security scanning across eCommerce
sites with penetration testing completed on new sites.
Regular Group IT Board and Audit Committee updates on the
Group IT strategy and key Group IT risks.
Cyber security and anti-fraud control reviews were conducted against the
US Department of Commerce and National Institute of Standards and
Technology Cybersecurity Framework to continue to gain comfort over
the effectiveness of the Group’s ransomware prevention, detection and
response plans.
Additional ransomware detection capability rolled out to SAP/mission
critical services. The Group ransomware response policy, playbook, roles
and responsibilities were updated and a ransomware simulation workshop
was completed with a subcommittee of the Board, members of the Group
Operating Executive and relevant Group functional leads in October 2023.
Rolled out phishing simulations across the Group, implemented a new
firewall configuration management service and introduced a new multi-
factor authentication solution for employee remote access.
Continue progress on the effective integration of our IT systems and related
Group monitoring controls within our recent acquisitions.
The cross-functional teams involved will continue to ensure our IP is
protected through appropriate IT security measures, patent applications
and related control procedures. Continue to roll out our multi-factor
authentication to all employees.
Ongoing cybersecurity awareness will continue to be actively promoted
through regular IT awareness communications, information security training
and other initiatives to keep employees updated on new and emerging IT
threats. This will continue in 2024 with follow up workshops and awareness
sessions with the leadership team and Board representatives.
Continue to execute fraud and cyber security reviews and vulnerability scans
across all eCommerce sites.
Glanbia plc | Annual Report and Financial Statements
Principal risks and uncertainties continued
Link to strategic priorities (see pages to )
Risk trend
Increasing Stable
Decreasing
Grow the core Optimise our business Disciplined capital allocation
Risk Potential impact Mitigation Developments in 2023 2024 focus areas
Operational/Regulatory
Talent management
The ability to attract, develop, engage
and retain appropriately qualified talent
is critical if the Group is to continue to
compete effectively.
Failure to retain, attract and/or
develop key talent, particularly
in emerging areas of talent need,
will impact our ability to deliver
sustainable value for all our
stakeholders.
The Group’s purpose, vision and values are embedded across all
levels of the Group through defined training programmes.
A remuneration policy is in place with clear links to our strategic
objectives. This policy includes a balanced approach to short and
long-term incentives and is aimed at mitigating weak performance
in any one year and utilising appropriate retention tools for key
individuals.
Strong recruitment processes, effective human resources policies
and procedures, robust succession management planning and
talent management initiatives are in place.
Global centres of excellence are in place for a number of functions
including talent acquisition, learning & development and total
reward.
Our smart working hybrid model continues to operate effectively
across the Group.
Continued the implementation of Grow@Glanbia, the Group’s multi-year
HR transformation programme designed to support a future-ready, people
centred organisation and high-performance culture.
The People Success Organisation is now operating through a centralised
team which supports employees and managers in our major markets and
enables our wider HR teams to focus more strategically.
Effective management focus ensured the impacts of a competitive labour
market were carefully navigated.
Continued investment in building an actively inclusive culture, growing
gender and racial representation and creating more equitable work
practices and benefits.
The Group offers a range of best-in-class tailored programmes which
include Leading the Future, Leading to Accelerate for emerging female
leaders, and Leading the Glanbia Way that are all aligned to our leadership
capability model.
Continuing the successful execution of our people strategy which aims
to sustain a high-performing, values driven and respectful culture with a
diversity and inclusion focus.
DE&I targets are included in senior leader incentives. To assist target delivery,
the Group is formally measuring female management representation with
particular focus on hiring and retention. Through engagement surveys,
employee attitudes toward DE&I measures will continue to be monitored.
Monitoring the evolving talent retention risks driven by inflationary pressures
and remote working options.
Continuing to focus on the protection of our employees by engaging in
wellbeing and employee communication programmes to support the
Group’s smart working hybrid models.
Health and safety
The risk of non-compliance with health
and safety and/or building regulations
resulting in injuries or a loss of capacity
or closure at a major site.
Health and safety risks to our people
and the wider public.
Reputational damage, regulatory
penalties and an inability to service
customer requirements due to
capacity restrictions or plant
closure.
An ESG Board subcommittee is in place and a member of the
Group Operating Executive is responsible for overseeing health and
safety related performance.
The Group Operating Executive monitor the progress of our key
health and safety, food safety and quality and environmental
objectives. This review is focused on the effectiveness of the
framework, adherence to Group policies and objectives and timely
implementation of corrective actions.
All sites are subject to regular health and safety audits by the
relevant government bodies and external assurance providers.
The Group monitors overall safety and loss prevention performance
through the independently assessed GRMS programme. This
enables a unified approach to identifying, mitigating, and
engaging the workforce in continual improvement activities, while
allowing tailored training based on people’s roles.
Dedicated health and safety officers are in place across core
segments.
Continued progress in our mission towards ‘Zero Harm’ and other health and
safety initiatives during the year as outlined on page 31. Glanbia had zero
fatalities or critical work related injuries during the year.
Continued close monitoring of our accident rates with a clear focus on
driving effective root cause analysis across the Group. Risk assessment
methods and leading indicators (“near miss” reporting) in place to help drive
sustainable improvement at site level.
Standardised Group Health and Safety, and Quality and Food Safety KPIs in
place aligned to industry benchmarks.
Automated Health and Safety KPI reporting is now circulated to the Group
Operating Executives and relevant VP roles.
The Group HR and operational teams will continue to ensure ongoing
surveillance and support across the Group to maintain business continuity
and employee engagement and welfare programmes including:
• Sustaining operations in line with local geographical restrictions.
• Ensuring clearly communicated site health and safety policies and
procedures are in place.
• Monitoring evolving regulations and working to ensure compliance with
the ESRS Health and Safety reporting requirements.
• Implementing the Group’s health and safety policies and procedures in
all new acquisitions will continue to be a core focus.
• Implementing effective corrective actions to address any improvement
opportunities identified.
Supply chain
The risk that ongoing geopolitical
tensions, evolving on-farm environmental
requirements and/or heightened inflation
create significant headwinds for the
business resulting in prolonged supply
chain disruptions.
A significant geopolitical or
pandemic event could result
in supply chain constraints,
inflationary impacts and/
or negative impacts on our
international sales channels.
Milk availability and pricing can vary
from quarter-to-quarter
and year-to-year with resulting
impacts on production levels and
input costs. This can be exacerbated
by greater-than-expected
inflationary impact.
Appropriate short-term safety stocks are in place for our core raw
materials and detailed monitoring of raw material delay risks is in
place with alternative sources of supply identified if required.
Management aim to achieve a broad geographic spread for our
supplier base and other functional ingredient options.
Dairy activities in our joint venture operations include established,
robust business models to manage this risk.
Our milk and procurement strategy teams work proactively
with the US patron supplier base to ensure the business remains
competitive in its supplier offerings to underpin long-term
sustainable supply including the provision of non-pricing value-
added initiatives.
Significant management effort continued to be deployed to prevent supply
chain disruptions.
Constant review of future supply, demand and expected pricing of raw
materials through building relationships with suppliers. The Group’s
whey price volatility exposures stabilised with strategic pricing initiatives
undertaken by management.
New commercial terms associated with our US joint venture were agreed as
outlined on page 97.
The impact of price increases across our brand portfolio, which may disrupt
demand due to price elasticity, will continue to be monitored. Any potential
price increases will be managed against the Group’s ambition to continue to
drive revenue growth.
Ongoing engagement with our supply base to ensure sustainability of supply
at a level of pricing that is both commercial and competitive.
Continuing to monitor the potential impacts of geopolitical tensions, the ESG
regulatory landscape and heightened inflation, particularly in relation to the
import of key raw materials and/or negative impacts on our international
sales channels. Effective action will be taken where required.
Product safety and
compliance
A breakdown in control processes may
result in contamination of products
leading to a breach of existing food
safety legislation and potential consumer
or employee illness.
Reputational damage, regulatory
penalties or restrictions, product
recall costs, compensation
payments, lost revenues and
reduced growth potential.
The sudden introduction of more
stringent regulations such as
additional labelling requirements
may also cause operational
difficulties.
The global reporting tool and core Glanbia Quality Standards
(“GQS”) programme continues to be in place.
Considerable focus is placed on ensuring suitably qualified and
experienced staff are employed within the Group.
New regulatory requirements and emerging issues are captured
with appropriate team training provided where necessary. A
global Quality and Food Safety regulatory review was completed
to identify and address any opportunities for improvement in this
area.
Management ensure that appropriate product liability insurance is
maintained.
Robust quality and auditing standards continue to be maintained with
routine ESG and Audit Committee reporting. A new Food Safety Auditing
programme was rolled out in 2023 to supplement existing programmes.
Invested significant management time in ensuring effective oversight of
third-party manufacturing qualifications and ongoing compliance with
Glanbia’s food safety performance standards.
Critical incident trends continue to be closely monitored to ensure effective
root cause analysis and implementation of appropriate corrective and
preventive actions from previous incidents.
Each of our manufacturing sites are audited on an annual basis with
internationally recognised audit schemes such as GFSI and NSF. All Glanbia
sites have maintained compliant or above audit scores.
Maintaining standards as we integrate new acquisitions and optimise
our supply chain globally by encompassing a mix of owned and contract
manufacturer facilities.
The Food Safety Auditing programme will continue to be embedded in 2024
where audit follow-ups will be a key focus.
Ensuring all sites achieve or maintain a globally recognised food safety
certification in 2024.
Working to continuously improve our operations, particularly in the servicing
of higher risk product sectors, while reducing our environmental impacts in a
cost effective and sustainable manner.
Glanbia plc | Annual Report and Financial Statements
STRATEGIC
REPORT
GOVERNANCE
FINANCIAL
STATEMENTS
OTHER
INFORMATION
Risk Potential impact Mitigation Developments in 2023 2024 focus areas
Operational/Regulatory
Talent management
The ability to attract, develop, engage
and retain appropriately qualified talent
is critical if the Group is to continue to
compete effectively.
Failure to retain, attract and/or
develop key talent, particularly
in emerging areas of talent need,
will impact our ability to deliver
sustainable value for all our
stakeholders.
The Group’s purpose, vision and values are embedded across all
levels of the Group through defined training programmes.
A remuneration policy is in place with clear links to our strategic
objectives. This policy includes a balanced approach to short and
long-term incentives and is aimed at mitigating weak performance
in any one year and utilising appropriate retention tools for key
individuals.
Strong recruitment processes, effective human resources policies
and procedures, robust succession management planning and
talent management initiatives are in place.
Global centres of excellence are in place for a number of functions
including talent acquisition, learning & development and total
reward.
Our smart working hybrid model continues to operate effectively
across the Group.
Continued the implementation of Grow@Glanbia, the Group’s multi-year
HR transformation programme designed to support a future-ready, people
centred organisation and high-performance culture.
The People Success Organisation is now operating through a centralised
team which supports employees and managers in our major markets and
enables our wider HR teams to focus more strategically.
Effective management focus ensured the impacts of a competitive labour
market were carefully navigated.
Continued investment in building an actively inclusive culture, growing
gender and racial representation and creating more equitable work
practices and benefits.
The Group offers a range of best-in-class tailored programmes which
include Leading the Future, Leading to Accelerate for emerging female
leaders, and Leading the Glanbia Way that are all aligned to our leadership
capability model.
Continuing the successful execution of our people strategy which aims
to sustain a high-performing, values driven and respectful culture with a
diversity and inclusion focus.
DE&I targets are included in senior leader incentives. To assist target delivery,
the Group is formally measuring female management representation with
particular focus on hiring and retention. Through engagement surveys,
employee attitudes toward DE&I measures will continue to be monitored.
Monitoring the evolving talent retention risks driven by inflationary pressures
and remote working options.
Continuing to focus on the protection of our employees by engaging in
wellbeing and employee communication programmes to support the
Group’s smart working hybrid models.
Health and safety
The risk of non-compliance with health
and safety and/or building regulations
resulting in injuries or a loss of capacity
or closure at a major site.
Health and safety risks to our people
and the wider public.
Reputational damage, regulatory
penalties and an inability to service
customer requirements due to
capacity restrictions or plant
closure.
An ESG Board subcommittee is in place and a member of the
Group Operating Executive is responsible for overseeing health and
safety related performance.
The Group Operating Executive monitor the progress of our key
health and safety, food safety and quality and environmental
objectives. This review is focused on the effectiveness of the
framework, adherence to Group policies and objectives and timely
implementation of corrective actions.
All sites are subject to regular health and safety audits by the
relevant government bodies and external assurance providers.
The Group monitors overall safety and loss prevention performance
through the independently assessed GRMS programme. This
enables a unified approach to identifying, mitigating, and
engaging the workforce in continual improvement activities, while
allowing tailored training based on people’s roles.
Dedicated health and safety officers are in place across core
segments.
Continued progress in our mission towards ‘Zero Harm’ and other health and
safety initiatives during the year as outlined on page 31. Glanbia had zero
fatalities or critical work related injuries during the year.
Continued close monitoring of our accident rates with a clear focus on
driving effective root cause analysis across the Group. Risk assessment
methods and leading indicators (“near miss” reporting) in place to help drive
sustainable improvement at site level.
Standardised Group Health and Safety, and Quality and Food Safety KPIs in
place aligned to industry benchmarks.
Automated Health and Safety KPI reporting is now circulated to the Group
Operating Executives and relevant VP roles.
The Group HR and operational teams will continue to ensure ongoing
surveillance and support across the Group to maintain business continuity
and employee engagement and welfare programmes including:
• Sustaining operations in line with local geographical restrictions.
• Ensuring clearly communicated site health and safety policies and
procedures are in place.
• Monitoring evolving regulations and working to ensure compliance with
the ESRS Health and Safety reporting requirements.
• Implementing the Group’s health and safety policies and procedures in
all new acquisitions will continue to be a core focus.
• Implementing effective corrective actions to address any improvement
opportunities identified.
Supply chain
The risk that ongoing geopolitical
tensions, evolving on-farm environmental
requirements and/or heightened inflation
create significant headwinds for the
business resulting in prolonged supply
chain disruptions.
A significant geopolitical or
pandemic event could result
in supply chain constraints,
inflationary impacts and/
or negative impacts on our
international sales channels.
Milk availability and pricing can vary
from quarter-to-quarter
and year-to-year with resulting
impacts on production levels and
input costs. This can be exacerbated
by greater-than-expected
inflationary impact.
Appropriate short-term safety stocks are in place for our core raw
materials and detailed monitoring of raw material delay risks is in
place with alternative sources of supply identified if required.
Management aim to achieve a broad geographic spread for our
supplier base and other functional ingredient options.
Dairy activities in our joint venture operations include established,
robust business models to manage this risk.
Our milk and procurement strategy teams work proactively
with the US patron supplier base to ensure the business remains
competitive in its supplier offerings to underpin long-term
sustainable supply including the provision of non-pricing value-
added initiatives.
Significant management effort continued to be deployed to prevent supply
chain disruptions.
Constant review of future supply, demand and expected pricing of raw
materials through building relationships with suppliers. The Group’s
whey price volatility exposures stabilised with strategic pricing initiatives
undertaken by management.
New commercial terms associated with our US joint venture were agreed as
outlined on page 97.
The impact of price increases across our brand portfolio, which may disrupt
demand due to price elasticity, will continue to be monitored. Any potential
price increases will be managed against the Group’s ambition to continue to
drive revenue growth.
Ongoing engagement with our supply base to ensure sustainability of supply
at a level of pricing that is both commercial and competitive.
Continuing to monitor the potential impacts of geopolitical tensions, the ESG
regulatory landscape and heightened inflation, particularly in relation to the
import of key raw materials and/or negative impacts on our international
sales channels. Effective action will be taken where required.
Product safety and
compliance
A breakdown in control processes may
result in contamination of products
leading to a breach of existing food
safety legislation and potential consumer
or employee illness.
Reputational damage, regulatory
penalties or restrictions, product
recall costs, compensation
payments, lost revenues and
reduced growth potential.
The sudden introduction of more
stringent regulations such as
additional labelling requirements
may also cause operational
difficulties.
The global reporting tool and core Glanbia Quality Standards
(“GQS”) programme continues to be in place.
Considerable focus is placed on ensuring suitably qualified and
experienced staff are employed within the Group.
New regulatory requirements and emerging issues are captured
with appropriate team training provided where necessary. A
global Quality and Food Safety regulatory review was completed
to identify and address any opportunities for improvement in this
area.
Management ensure that appropriate product liability insurance is
maintained.
Robust quality and auditing standards continue to be maintained with
routine ESG and Audit Committee reporting. A new Food Safety Auditing
programme was rolled out in 2023 to supplement existing programmes.
Invested significant management time in ensuring effective oversight of
third-party manufacturing qualifications and ongoing compliance with
Glanbia’s food safety performance standards.
Critical incident trends continue to be closely monitored to ensure effective
root cause analysis and implementation of appropriate corrective and
preventive actions from previous incidents.
Each of our manufacturing sites are audited on an annual basis with
internationally recognised audit schemes such as GFSI and NSF. All Glanbia
sites have maintained compliant or above audit scores.
Maintaining standards as we integrate new acquisitions and optimise
our supply chain globally by encompassing a mix of owned and contract
manufacturer facilities.
The Food Safety Auditing programme will continue to be embedded in 2024
where audit follow-ups will be a key focus.
Ensuring all sites achieve or maintain a globally recognised food safety
certification in 2024.
Working to continuously improve our operations, particularly in the servicing
of higher risk product sectors, while reducing our environmental impacts in a
cost effective and sustainable manner.
Glanbia plc | Annual Report and Financial Statements
Principal risks and uncertainties continued
Link to strategic priorities (see pages to )
Risk trend
Increasing Stable
Decreasing
Grow the core Optimise our business Disciplined capital allocation
Risk Potential impact Mitigation Developments in 2023 2024 focus areas
Operational/Regulatory continued
Acquisition/Integration
The anticipated benefits of acquisitions
may not be achieved if the Group fails to
conduct effective due diligence, complete
the transaction or properly integrate the
acquired businesses.
Below expected performance of
the acquired business and the
diversion of management attention
to integration efforts could result in
significant value destruction.
The Board approves the business case and funding requirements
for all significant investments and has acquisition integration
processes in place to monitor the performance of acquired
businesses.
The Chief Corporate Development Officer and the Development
Committee are in place to oversee acquisition and divestiture
related activity.
Acquired entity management teams are typically strengthened
by the transfer of experienced Glanbia managers, which assists in
increasing the efficiency of integration efforts.
Mandatory post-acquisition completion and significant capital
expenditure project reviews are conducted, with regular Audit
Committee updates.
The Group completed the sale of its shareholdings in its Glanbia Cheese
Limited and Glanbia Cheese EU Limited (collectively “Glanbia Cheese”)
mozzarella joint ventures to its joint venture partner Leprino Foods Company
in April 2023.
The Group also completed the divestment of Aseptic Solutions, a small US
bottling facility, in March 2023.
Both of the disposed businesses were deemed non-core assets arising from
the strategic review performed.
The Group completed the acquisition of the B2B bioactive ingredients
business of PanTheryx in quarter four 2023 for an initial consideration of $45.1
million.
The Audit Committee assessed the impairment review of goodwill and
intangibles, including an assessment of the current global economic
environment, as outlined on page 114 with no issues noted.
The Board will continue to review the Group’s overall portfolio as part
of its strategic review processes and will evaluate potential acquisition
opportunities to broaden the portfolio in this context that will drive growth
and assist the Group in achieving its ambition.
Acquisition integration and post-acquisition review processes will continue
to be monitored through Board and/or Audit Committee reviews. The
continuing rollout of the Group ERP system, SAP, across all new acquisitions
is seen by the Board as a key enabler in ensuring an effective and consistent
control environment is maintained across the Group.
The Audit Committee will continue to review the impairment testing
methodology, inputs, assumptions, sensitivity analysis and results of any
material businesses performing below expectations.
Financial
Taxation changes
The Group’s tax strategy may be
impacted by legislative changes to local
or international tax rules.
The Group may be exposed to
increased tax liabilities.
The Group employs a team of tax professionals to support it in
ensuring compliance with legislative requirements globally.
We constructively engage with tax authorities where appropriate
and we engage advisors to clarify tax legislation to ensure that we
achieve compliance with relevant tax law across the jurisdictions in
which we operate.
The Audit Committee is routinely updated on the outcome of tax
authority reviews. No material issues arose in any such reviews in
recent years.
The Audit Committee received a detailed management presentation
on our tax structures and controls, the status of tax audits, the ongoing
management of our current operations, overview of the global tax
environment and evolving tax legislation.
Based on legislation in effect at 30 December 2023 and current financial
projections, the Group does not expect to pay a material top-up tax with
respect to its 2024 financial year (the year ending 4 January 2025). The Group
is continuing to assess the impact of the Pillar II income taxes legislation on
its future financial performance.
Management will continue to monitor developments in international
tax legislation, with a focus on maintaining the Group’s compliance with
legislative requirements, including the new requirements following the
introduction of the Pillar Two model rules in Ireland and other jurisdictions
where the Group has operations.
The Group will continue to engage external tax advisors where required to
clarify tax legislation to ensure that we achieve compliance with relevant
tax laws across the jurisdictions in which we operate. Proactive engagement
with tax authorities, when appropriate, will also continue.
Glanbia plc | Annual Report and Financial Statements
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OTHER
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Risk Potential impact Mitigation Developments in 2023 2024 focus areas
Operational/Regulatory continued
Acquisition/Integration
The anticipated benefits of acquisitions
may not be achieved if the Group fails to
conduct effective due diligence, complete
the transaction or properly integrate the
acquired businesses.
Below expected performance of
the acquired business and the
diversion of management attention
to integration efforts could result in
significant value destruction.
The Board approves the business case and funding requirements
for all significant investments and has acquisition integration
processes in place to monitor the performance of acquired
businesses.
The Chief Corporate Development Officer and the Development
Committee are in place to oversee acquisition and divestiture
related activity.
Acquired entity management teams are typically strengthened
by the transfer of experienced Glanbia managers, which assists in
increasing the efficiency of integration efforts.
Mandatory post-acquisition completion and significant capital
expenditure project reviews are conducted, with regular Audit
Committee updates.
The Group completed the sale of its shareholdings in its Glanbia Cheese
Limited and Glanbia Cheese EU Limited (collectively “Glanbia Cheese”)
mozzarella joint ventures to its joint venture partner Leprino Foods Company
in April 2023.
The Group also completed the divestment of Aseptic Solutions, a small US
bottling facility, in March 2023.
Both of the disposed businesses were deemed non-core assets arising from
the strategic review performed.
The Group completed the acquisition of the B2B bioactive ingredients
business of PanTheryx in quarter four 2023 for an initial consideration of $45.1
million.
The Audit Committee assessed the impairment review of goodwill and
intangibles, including an assessment of the current global economic
environment, as outlined on page 114 with no issues noted.
The Board will continue to review the Group’s overall portfolio as part
of its strategic review processes and will evaluate potential acquisition
opportunities to broaden the portfolio in this context that will drive growth
and assist the Group in achieving its ambition.
Acquisition integration and post-acquisition review processes will continue
to be monitored through Board and/or Audit Committee reviews. The
continuing rollout of the Group ERP system, SAP, across all new acquisitions
is seen by the Board as a key enabler in ensuring an effective and consistent
control environment is maintained across the Group.
The Audit Committee will continue to review the impairment testing
methodology, inputs, assumptions, sensitivity analysis and results of any
material businesses performing below expectations.
Financial
Taxation changes
The Group’s tax strategy may be
impacted by legislative changes to local
or international tax rules.
The Group may be exposed to
increased tax liabilities.
The Group employs a team of tax professionals to support it in
ensuring compliance with legislative requirements globally.
We constructively engage with tax authorities where appropriate
and we engage advisors to clarify tax legislation to ensure that we
achieve compliance with relevant tax law across the jurisdictions in
which we operate.
The Audit Committee is routinely updated on the outcome of tax
authority reviews. No material issues arose in any such reviews in
recent years.
The Audit Committee received a detailed management presentation
on our tax structures and controls, the status of tax audits, the ongoing
management of our current operations, overview of the global tax
environment and evolving tax legislation.
Based on legislation in effect at 30 December 2023 and current financial
projections, the Group does not expect to pay a material top-up tax with
respect to its 2024 financial year (the year ending 4 January 2025). The Group
is continuing to assess the impact of the Pillar II income taxes legislation on
its future financial performance.
Management will continue to monitor developments in international
tax legislation, with a focus on maintaining the Group’s compliance with
legislative requirements, including the new requirements following the
introduction of the Pillar Two model rules in Ireland and other jurisdictions
where the Group has operations.
The Group will continue to engage external tax advisors where required to
clarify tax legislation to ensure that we achieve compliance with relevant
tax laws across the jurisdictions in which we operate. Proactive engagement
with tax authorities, when appropriate, will also continue.
Glanbia plc | Annual Report and Financial Statements
Risk management continued
Going concern
Glanbia’s business activities, together
with the main factors likely to aect its
future development and performance,
are described in the Strategic Report on
pages 1 to 85. After due consideration
and review, the Directors have a
reasonable expectation that the Group
has adequate resources to continue in
operational existence for a period of at
least 12 months from the date of approval
of the Financial Statements.
The Group therefore continues to adopt
the going concern basis of accounting
in preparing its Financial Statements. In
reaching this conclusion the Directors
have given due regard to:
• Available cash resources, cash
generation from operations, liquidity,
borrowing facilities and related
covenant requirements which taken
together, provide confidence that
Glanbia will be able to meet its
obligations as they fall due. Further
information on the Group’s bank
facilities is provided in Note 25 to the
Financial Statements and outlined in
the Chief Financial Ocer’s review on
pages 40 to 45;
• Glanbia’s financial risk management
policies as described in Note 30 to
the Financial Statements, the nature
of its business activities and the
factors likely to impact our operating
performance and future growth; and
• The general macroeconomic
environment including inflation, high
interest rates and the cost-of-living
crisis exacerbated by the ongoing
war in Ukraine, geopolitical tensions,
climate change, the recoverability of
trade receivables, inventory and other
assets.
Long-term viability statement
Assessment of prospects
In accordance with the Code and Listing
Rule 6.1.82 (3) of Euronext Dublin Listing
Rules, the Directors have assessed the
viability of the Group and its ability to
meet its liabilities as they fall due over
a period extending to 2026. This period
was chosen as it is aligned to the Group’s
budget and strategy plans as approved
at the Board’s strategy review session
in December 2023. The Board considers
this the most appropriate period to
assess the Group’s prospects taking into
account its current financial position,
the Group’s strategy and business model
and the potential impact arising from the
principal risks and uncertainties. Factors
considered in assessing long-term
prospects include:
(a) The Group’s current position
• A team of talented and committed
people, focused on the delivery of
Group targets in line with the Group’s
purpose, vision and values.
• Strong market positions in the wholly-
owned segments GPN and GN and a
robust joint venture business model in
place.
• Global nutrition market trends remain
positive and underpin the execution of
the Group’s strategic ambition.
• Key long-term customer relationships,
brands with strong equity and
leadership positions in ingredients.
• Recent acquisition of the B2B bioactive
ingredients business of PanTheryx,
which is highly complementary to
the capabilities in GN Nutritional
Solutions.
• Completion of a €100 million share
buyback programme. Share buyback
programmes support the Board’s
confidence in the strength of the
Group’s financial position.
• Net debt at year end decreased by
$241.3 million versus the prior year,
primarily due to the strong cash
generation of the Group, and the net
impact of M&A activity and returns to
shareholders. The net debt to adjusted
EBITDA ratio remained low at 0.5
times with continuing strong cash
generation.
See the Chief Financial Officer’s review
on pages to for more detail.
(b) The Group’s strategy and business
model
• The Group continues to evolve as a
focused, purpose-led global nutrition
company via its two growth platforms,
GPN and GN, and through its strategic
joint venture.
• The strategic agenda progressed with
the completion of the sale of Glanbia
Cheese Limited and Glanbia Cheese
EU Limited (collectively “Glanbia
Cheese”) mozzarella joint ventures
to the Group’s joint venture partner
Leprino Foods Company and the
divestment of Aseptic Solutions, a
small non-core US bottling facility.
• Clearly articulated business model
with well-defined Group growth
targets focused on building GPN
top line growth and driving earnings
to 2026 from GPN and Nutritional
Solutions (“NS”).
• Change in the Group’s presentation
currency from euro to US dollar to
reduce the potential impact of foreign
exchange volatility in future reported
earnings. This came into eect from
1 January 2023.
• New commercial terms associated
with our US joint venture were agreed
eective January 2024, whereby
Glanbia will recognise commissions
earned on the sale of joint venture
products. Under previous commercial
terms, Glanbia recorded the gross
value of revenues and corresponding
cost of sales on joint venture products
sold. The change in commercial terms
will only impact the recognition and
presentation of revenues and cost of
sales from 2024 onwards, and will not
have any material impact on profit.
• Clear focus on and prioritisation of the
development of a diverse and talented
team which remains central to our
strategy as outlined in the People
section on pages 28 to 31.
• The Group continues to invest for
growth, with all key strategic capital
expenditure projects on track and the
acquisition of the bioactive ingredients
business of PanTheryx completed in
quarter four 2023.
• Customer demand has sustained in
GPN following the 2022 price increases
to continue mitigation of input cost
inflation.
• Solid progress against the stated
environmental, social and governance
objectives as outlined in the ESG
Committee report on pages 116 to 120.
• Ambition to grow through both organic
investment and acquisition activity
within a framework of clear capital
allocation priorities.
See the Group’s business model on pages
to and strategy on pages to
for more detail.
(c) Principal risks related to the Group’s
business
See pages 76 to 83 for a detailed
description of each of the Group’s
principal risks, including climate change
risk, related mitigation measures and
2024 focus areas.
Assessment of viability
The Directors’ assessment of the Group’s
viability has been made with reference to
the 2023 performance, the principal risks
and uncertainties including emerging
risks facing the Group and how these
are managed within the Board’s risk
appetite as detailed on pages 75 to
83. The Directors carried out a robust
assessment of the consolidated financial
forecast for the current year and
financial projections for future years
to 2026 during its strategy and budget
review session in December 2023 with
due consideration to the actual and
potential consequences of the ongoing
war in Ukraine, geopolitical tensions,
Glanbia plc | Annual Report and Financial Statements
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climate change risks and the general
macroeconomic environment particularly
with respect to the significant
judgements and estimates made in the
application of its accounting policies.
The Board reviewed the assessment
of the Group’s prospects made by
management, including:
• The development of a rigorous
planning process, the outputs of which
are comprised of a strategic plan, a
consolidated financial forecast for the
current year and financial projections
for future years covering the period of
the plan;
• A comprehensive review of the
strategic plan as part of its annual
strategy review, with regular
monitoring of the achievement of
strategic objectives taking place at
each Board meeting;
• Assumptions are developed at both
Group and Business Unit levels and
are subject to detailed examination,
challenge and sensitivity analysis by
management and the Directors;
• A consideration of how the impact
of one or more of the principal risks
and uncertainties, outlined on pages
76 to 83, could materially impact the
Group’s performance, solvency or
liquidity; and
• The impact of climate change on the
Financial Statements as outlined in
Note 2. The assessment concluded
that climate change is not expected to
have a material impact on the viability
of the Group in the short term. The
material climate risk themes which will
require close monitoring in the medium
and long term are summarised on
page 65.
These considerations include external
factors such as the impacts of the high
levels of inflation and interest rates;
lower economic growth and geopolitical
tension, particularly in our key areas
of operation; currency exchange rate
movements, principally the USD/
euro and USD/sterling rate; increased
regulations; and internal factors such as
the strategic plan under-delivering; the
loss of a key production site; or a major
food safety or health and safety related
event. These considerations also took into
account additional mitigating measures
available to the Group, including the
ability to reduce capital expenditure and
the potential availability of additional
debt facilities. The Board is satisfied that
sucient financial headroom exists to
address the potential negative impacts
arising from the events considered.
Conclusions
Having considered these elements and
the volatile global political landscape,
the Board assessed the prospects and
viability of the Group in accordance with
the UK Corporate Governance Code
requirements.
The Board has a reasonable expectation
that the Group will be able to continue
in operation and meet its liabilities
as they fall due over the period of the
assessment. The Board does not expect
any reasonably anticipated geopolitical
tensions, the ongoing war in Ukraine,
Middle East tensions, climate change
impacts or general macroeconomic
condition to impact the Group’s long-
term viability or ability to continue as a
going concern. The Board, in considering
its dividend policy for the years to
2026, believes it will have sucient
distributable reserves to pay dividends.
The Board assesses the Group’s key
financial metrics, liquidity position and
projected cash flows before declaring
interim and proposing final dividend.
Glanbia plc | Annual Report and Financial Statements
Corporate Governance Report
Introduction from the Group Chairman
Dear Shareholder,
On behalf of the Board, it is my pleasure
to present the Corporate Governance
Report for the year ended 30 December
2023. We have continued to deliver
sustained growth and the Group
maintains focus on continuing to deliver
on and exceed our targets. Maintaining
and promoting high standards of
corporate governance is essential to
supporting the delivery of this strategy.
It is also a vital element of an eective
board, whose primary role is to deliver
robust corporate governance.
A performance driven, purpose-
led global nutrition company
We are driven by healthier lifestyles and
our purpose is to deliver better nutrition
for every step of life’s journey. We aim to
do this through focused, scalable growth
and continue to progress our strategic
agenda presented at our Capital Markets
Day in November 2022.
Leadership succession
Hugh McGuire was appointed
Chief Executive Ocer of Glanbia,
Executive Director and member of the
Development Committee, eective
1 January 2024. The Board and
Nomination and Governance Committee
diligently planned for Siobhán Talbot’s
succession, and we are delighted to have
appointed a leader of Hugh’s calibre to
the role. Full biographical details for Hugh
McGuire can be found on page 88.
Board refreshment
Glanbia recognises the importance of
continued Board refreshment and the
benefit of appointing Directors with
varied perspectives and experience.
Gabriella Parisse was appointed as an
Independent Non-Executive Director and
member of the Development Committee
eective 1 June 2023, increasing female
Board membership to 46%. This follows
the reduction in the representation of
Tirlán Co-operative Society Limited (the
“Society”) on the Board to three on 4 May
2023, when both Patsy Ahern and John
Murphy retired from the Board. I thank
Patsy Ahern and John Murphy sincerely
for their service and commitment to
the Board during their tenure. Full
biographical details for Gabriella can be
found on page 91.
On 30 December 2023, Róisín Brennan
succeeded Dan O’Connor as Senior
Independent Director. I’d like to thank Dan
for his significant contribution during his
time as Senior Independent Director.
Donard Gaynor
Group Chairman
“Maintaining and promoting the
highest standard of corporate
governance is essential to supporting
the delivery of our strategy.”
Robust and
resilient
governance
Glanbia plc | Annual Report and Financial Statements
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Sustainability
Sustainability remains a key focus for
the Group and we continued to prioritise
significant sustainability projects in 2023.
We are committed to delivering better
nutrition in a sustainable manner and
to our ambitious Environmental Social
and Governance (“ESG”) goals. Our ESG
strategy is grounded on clear science-
based targets and we are proud to have
recently committed to the UN 2030 Agenda
for Sustainable Development. We are also
proud to report that our first ESG targets set
in 2021 under the 2018 Long Term Incentive
Plan were met in full.
The Group is committed to transparent
reporting of our environmental and
social impact and were pleased to have
published our first Global Reporting
Initiative (“GRI”) sustainability report in
May 2023, in accordance with the GRI
standards.
Further details on our sustainability
strategy can be found on pages to .
Stakeholder engagement
Stakeholder engagement, and
understanding the views of our
stakeholders, is a core part of my role
as Group Chairman. During 2023,
representatives of the Group held
meetings with shareholders and attended
a number of investor conferences in
the UK, Europe and the USA. Meetings
were held face-to-face where possible
and included an investor event in
London. Additionally, the Remuneration
Committee completed a shareholder
consultation process as part of the review
of the remuneration policy (for the period
2024 to 2026) and engaged with proxy
advisors and their feedback is reflected
in the remuneration policy which was
approved by the Board on 21 February
2024 and will be put to shareholders for
their consideration at the 2024 AGM of
the Company. These meetings provided
a valuable opportunity to outline the
Board’s priorities and perspectives
on certain matters and to ascertain
shareholders’ views on a wide range
of topics such as Board composition,
succession planning, our strategy, capital
allocation policies and our approach to
sustainability and remuneration.
Further details on how we engage with our
stakeholders are set out on pages to .
Culture
The success of Glanbia derives from
the eorts, expertise and collaboration
of the people who work for the Group.
The Board and senior management are
committed to building a safe, inclusive
and diverse organisation. The Board
received a number of updates during
2023 on how the Group’s culture and
values are embedded and the Board is
committed to fostering a supportive,
inclusive and diverse culture to create
a safe space for employees to be
themselves at work. ‘Together We Are
More’ is part of Glanbia’s Diversity,
Equality and Inclusion (“DE&I”) vision
that the business truly stands by. The
more included we feel, the more we can
achieve together.
We have a robust DE&I policy with a
framework for Employee Resource Groups
(“ERGs”) to ensure that all employees can
network, bring their true selves to work
and thrive. Our ERGs play a valuable
role in providing a vehicle for Glanbia to
listen to employee voices and to address
the needs and barriers their members
may face. This year our ERGs for female,
multicultural and LGBTQIA+ employees
increased in members, furthered
their agendas and hosted a number
of inspirational speakers who bravely
shared their stories, created awareness of
barriers and educated many on how to be
better allies to our colleagues.
For more on our culture and values see
pages to and , and for DE&I
policies see page .
Employee engagement
Employee engagement is key to a strong
internal culture. I am delighted to say that
in 2023 we resumed in-person employee
roadshows, bringing our leaders to meet
thousands of employees at townhall-
style meetings and giving us the
opportunity to reconnect and exchange
ideas with our people.
In 2023, Glanbia conducted an employee
engagement survey which highlighted an
overall good performance and identified
certain opportunities for improvement.
80% of the Group’s employees
participated in the survey which was
very encouraging. We’re listening to our
people and acting on their feedback.
Key areas of focus that our employees
are interested in are wellbeing,
communication and belonging.
For more on our employee engagement
see pages to .
Management and Committee
changes
Steve Yucknut succeeded Hugh McGuire
as CEO of Glanbia Performance Nutrition,
eective 1 January 2024 and has also
joined the Group Operating Executive.
There were a number of changes in
the Committees during 2023, which
are discussed in more detail in the
Nomination and Governance Committee
Report on pages 121 to 125.
Board review
In 2023, the performance review of the
Board, its Committees and individual
Directors was externally facilitated by
Board Excellence. The outcome of this
review was positive. Further information
on the external Board review process and
results can be found on page 105.
Looking ahead
As a Board, we have a busy year ahead with
a number of governance priorities. We take
our legal and regulatory obligations seriously
and seek to demonstrate this through
consistent adherence to our obligations and
by reviewing and updating our governance
processes to reflect the latest developments
in best practice corporate governance and
to ensure continued compliance with the UK
Corporate Governance Code (the “Code”)
and the Irish Corporate Governance Annex
(the “Irish Annex”) (together the “Codes”).
The information contained in this report and
the Corporate Governance Statement has
been set out in a way to enable the reader
to evaluate how the principles in the Codes
have been applied.
We are currently planning our 2024 Annual
General Meeting (“AGM”) which will be held
on 1 May 2024 at 11.00 a.m. at The Newpark
Hotel, Castlecomer Road, Kilkenny, R95
KP63, Ireland. I encourage all shareholders
to either attend the AGM personally or use
their proxy vote in respect of the resolutions
to be considered. This will enable us to
obtain a better understanding of your
views. I also welcome questions from
shareholders either via our website www.
glanbia.com, by e-mail at groupsecretary@
glanbia.ie or in person at the AGM.
I would like to express my sincere thanks
to the Board, and on behalf of the
Board to our employees, colleagues
and partners worldwide, without whose
commitment and talents we could not
continue to deliver the high standard of
excellence for which Glanbia is known.
Donard Gaynor
Group Chairman
Glanbia plc | Annual Report and Financial Statements
Current Board of Directors and Senior Management
Group Chairman, Executive Directors and Secretary
Donard Gaynor
Group Chairman and
Non-Executive Director
Hugh McGuire
Chief Executive Officer
and Executive Director
Mark Garvey
Chief Financial Officer
and Executive Director
Date of appointment
12 March 2013 1 January 2024 12 November 2013
Board tenure / Tenure
Ten full years Five full years (over each of his
terms)
Ten full years
Skills and expertise
Extensive knowledge of the food
and beverage industry with
significant commercial acumen
and deep insight into international
business.
Extensive strategic, corporate
development and acquisition
experience. Strong leadership
qualities acquired from a successful
career within Glanbia plc.
Strong background in finance and
global executive management and
extensive experience in the food and
beverage industry.
Experience
Donard Gaynor was appointed
Group Chairman on 8 October
2020. Donard Gaynor retired in
December 2012 as Senior Vice
President of Strategy and Corporate
Development of Beam, Inc., the
premium spirits company previously
listed on the New York Stock
Exchange. A Fellow of Chartered
Accountants Ireland and the
American Institute of Certified
Public Accountants, he joined
Beam, Inc. in 2003 as Senior Vice
President and Managing Director –
International. Prior to this, he served
in a variety of senior executive
leadership roles with The Seagram
Spirits & Wine Group in New York
and was also Audit Client Services
Partner with the New York office
of PwC.
Hugh McGuire was appointed as
Chief Executive Officer on 1 January
2024. Hugh joined Glanbia in 2003
and previously held a range of senior
leadership roles across the Group.
He served as Chief Executive Officer
of Glanbia’s Performance Nutrition
business (“GPN”) from 2008 to 2023
where he led a period of substantial
growth in the business. He has been
a member of the Group Operating
Executive since 2013 and previously
served on the Board from June
2013 to April 2019. Prior to joining
Glanbia, he worked with McKinsey
& Company, Nestle and Leaf. Hugh
graduated with an M.Sc. in Food
Science from University College
Dublin and has a Diploma in
Accounting and Finance from the
Association of Chartered Certified
Accountants Ireland.
Mark Garvey was appointed
as Chief Financial Officer on
12 November 2013. Prior to joining
Glanbia he held the position of
Executive Vice President and Chief
Financial Officer with Sara Lee
Corporation, a leading global food
and beverage company. Mark also
held a number of senior finance
roles in the Sara Lee Corporation
in the US and Europe and prior
to that he worked with Arthur
Andersen in Ireland and the US. A
Fellow of Chartered Accountants
Ireland and the American Institute
of Certified Public Accountants,
Mark graduated from University
College Dublin with a Bachelor of
Commerce degree and Diploma in
Professional Accounting and has an
Executive MBA from Northwestern
University, Illinois, USA.
Key external appointments
None. Director of ClonBio Group Limited None.
Committee memberships
DC
NGC
ESG
RC
DC DC
ESG
Key
AC
Audit
Committee
DC
Development
Committee
NGC
Nomination and
Governance
Committee
ESG
Environmental Social and
Governance Committee
RC
Remuneration
Committee
Chair
Leading by
example
Glanbia plc | Annual Report and Financial Statements
STRATEGIC
REPORT
GOVERNANCE
FINANCIAL
STATEMENTS
OTHER
INFORMATION
Liam Hennigan
Group Secretary and Head of
Investor Relations
4 April 2022
One full year
In-depth knowledge of the
consumer goods sector, strategy,
finance, restructuring, mergers,
acquisitions, capital markets and
communications.
Liam Hennigan was appointed
Group Secretary and Head of
Investor Relations on 4 April 2022,
having previously held the position
of Group Director of Strategic
Planning and Investor Relations.
Liam joined the Group in 2014 as
Head of Investor Relations and later
took on added responsibility for
Strategic Planning. Liam previously
worked as a Corporate Finance
Director with PwC and prior to that
at Diageo plc where he worked in
brand innovation and marketing
procurement. Liam has lived and
worked extensively in the UK, USA,
Spain and Ireland. He holds a
degree in Food Technology from
University College Cork, as well as
an MBA from IE Business School,
Spain and a diploma in Accounting
from the Association of Chartered
Certified Accountants.
None.
UK Corporate Governance Code and Irish
Corporate Governance Annex Statement of
Compliance (the “Codes”)
The Board continues to be committed
to maintaining the highest standards of
corporate governance. This Corporate
Governance Statement describes how
throughout the financial year ended
30 December 2023, Glanbia applied the
principles of the Codes, and complied
with the provisions of the Codes with
the exception of the following explained
occurrences of non-compliance. The UK
Corporate Governance Code recognises
that an alternative to following a provision
may be justified in particular circumstances
where good governance is still achieved.
The rationale for these departures is
explainedbelow.
Provision
(Composition of the Board of Directors)
Provision 11 provides that at least half the
Board, excluding the Chair, should be non-
executive directors whom the Board considers
to be independent. The Board is comprised
of 13 members: the Group Chairman, two
Executive Directors and ten Non-Executive
Directors including three representatives
nominated by the Society, with the
Independent Non-Executive Directors making
up 50% of the Board excluding the Group
Chairman. The current Board composition
reflects the relationship of the Company
with the Society which is documented in
the amended and restated Relationship
Agreement dated 5 May 2021 between Glanbia
plc and the Society.
Provision (Appointment of Senior
Independent Director)
Dan O’Connor served as Senior Independent
Director from 1 May 2019 to 30 December
2023, having been appointed as an
Independent Non-Executive Director on
1 December 2014. While Mr O’Connor’s
tenure on the Board exceeded nine years on
1 December 2023, the Board is satisfied that
he demonstrated independence of character
and judgement for the entirety of his term as
Senior Independent Director.
Róisín Brennan, who was appointed as an
Independent Non-Executive Director on
1 January 2021, succeeded Dan O’Connor
as Senior Independent Director on
30 December2023.
Provision (Composition of the
Nomination & Governance Committee)
Provision 17 provides that a majority of
members of the Nomination and Governance
Committee (the “Committee”) should be
Independent Non-Executive Directors.
Membership of the Committee comprises
the Group Chairman, Róisín Brennan and
Dan O’Connor. While Mr O’Connor’s tenure
on the Board exceeded nine years on
1 December 2023, the Board believes that it
is appropriate for him to remain a member
of the Committee and Board until the 2025
AGM to facilitate ongoing Board succession
planning. The Board is satisfied that he
continues to demonstrate independence of
character and judgement and is free from
any business or other relationship that could
aect his judgement. The Board will review
the composition of the Committee during
2024 in order to comply with Provision17.
Provision (Chairman tenure)
In accordance with the Relationship
Agreement between Glanbia plc and the
Society, Donard Gaynor, (at the time an
Independent Non-Executive Director),
was appointed as the first Independent
of the Society Group Chairman of the
Company on 8 October 2020, having been
appointed to the Board on 12 March 2013.
In 2021, the Board unanimously agreed
that he will continue as Group Chairman
until his successor is appointed in 2025 to
facilitate ongoing eective Board renewal.
The Board believes that the extension of
the Group Chairman’s tenure for a limited
period beyond nine years is warranted in this
instance to facilitate eective succession
planning and the development of a diverse
Board. The Group Chairman’s performance
is evaluated annually and the Board is
satisfied that he continues to demonstrate
independence of character and judgement
and is free from any business or other
relationship that could aect his judgement.
Provision (Pension contributions)
During 2023 we reviewed our workforce
pension arrangements so that our Executive
Directors would be aligned to the workforce
rate in Ireland. From 1 January 2023, the
pension contribution for the Group Managing
Director and Chief Financial Ocer was
reduced from 26.5% and 25% of salary
respectively to 12% for both. As part of our
commitment to supporting the financial
wellbeing of our employees, the Group has
enhanced, eective 30 December 2023,
its employer contribution to our Defined
Contribution Scheme (the “DC Scheme”). DC
Scheme members can choose to participate
and Glanbia will match their contributions up
to a maximum of 12% in line with the Executive
Directors. Further details can be found in the
Remuneration Committee Report.
A description of how we have applied the
principles and detailed provisions of the Codes
is set out in this Corporate Governance report.
Glanbia plc | Annual Report and Financial Statements
Current Board of Directors and Senior Management continued
Senior Independent Director, Non-Executive Directors
Róisín Brennan
Senior Independent Director and
Non-Executive Director
Paul Duffy
Non-Executive Director
Ilona Haaijer
Non-Executive Director
Jane Lodge
Non-Executive Director
Dan O’Connor
Non-Executive Director
Gabriella Parisse
Non-Executive Director
Kimberly Underhill
Non-Executive Director
Date of appointment
1 January 2021 1 March 2021 1 August 2022 1 November 2020 1 December 2014 1 June 2023 1 August 2022
Board tenure
Three full years Three full years One full year Three full years Nine full years Less than one full year One full year
Skills and expertise
Extensive strategic and financial
advisory experience across many
sectors including food and fast
moving consumer goods (“FMCG”).
Experienced Chairman and Chief
Executive Officer with extensive
knowledge of the consumer and
beverage industry with significant
strategic and brand experience.
Extensive and significant
leadership experience of strategic
development, change management,
mergers and acquisitions and
leading complex, global businesses
in the food ingredients and
consumer sectors.
In-depth knowledge of international
business, management, corporate
transactions, corporate governance
and reporting gained from a
successful career with Deloitte.
Strong, strategic leadership
acquired from 30 years
international and financial
services sector experience.
Significant experience in consumer
brand development, the food
ingredients industry, innovation
and strategic leadership of
multinational businesses.
Extensive and significant leadership
experience in US and international
consumer products businesses,
with particular strength in product
development, marketing, portfolio
management, brand-building,
strategic planning and international
business development.
Experience
Róisín Brennan is a former Chief
Executive of IBI Corporate Finance
Ltd and has over 20 years of
investment banking experience,
particularly advising public
companies in Ireland. She brings
strong strategic and financial
advisory experience across many
sectors including food and FMCG
to the Board. Róisín is currently a
Non-Executive Director of Ryanair
Holdings plc, Musgrave Group plc
and Dell Bank International DAC.
Formerly, she was a Non-Executive
Director of DCC plc from 2005 until
2016 and is also a former Non-
Executive Director of Hibernia REIT
plc, Wireless Group plc, Coillte DAC
and The Irish Takeover Panel. A
Fellow of Chartered Accountants
Ireland, Róisín graduated from
University College Dublin, Ireland
with a Bachelor of Civil Law degree.
Paul Duffy is a former Chairman
and CEO of Pernod Ricard North
America, a global leader in the
Wine and Spirits industry. During
his 25 year career with Pernod
Ricard, Paul held a number of senior
management positions including
Chairman and CEO roles at Pernod
Ricard UK, The Absolut Company
(Sweden) and Irish Distillers. He
served on the Pernod Ricard
worldwide management executive
committee. Paul is currently a
director of W.A. Baxter & Sons, a
United Kingdom Food Group and is
a former director of Corby Spirit and
Wine Limited, a leading Canadian
marketer and distributor of spirits
and wines listed on the Toronto
Stock Exchange. Paul is a Fellow
of Chartered Accountants Ireland
and is a graduate of Trinity College
Dublin, Ireland.
Ilona Haaijer is a former President
and CEO of DSM Food Specialties,
President of DSM Personal Care
and also previously served as CEO
of Bugaboo International, CEO
of Philips AVENT, Vice President
Corporate Strategy of Royal Philips
Electronics, and as a Consultant
at The Boston Consulting Group.
Ilona brings significant international
experience of food ingredient and
consumer oriented businesses
and is currently a Non-Executive
Director of Corbion N.V., an
Amsterdam based Euronext listed
food and bio-technology company.
Formerly, she was a Non-Executive
Director of RPC Group plc and Royal
Boskalis Westminster N.V.. Ilona
graduated from the University of
Groningen, Netherlands with an MA
in Business Economics.
Jane Lodge is a former Senior Audit
Partner of Deloitte with extensive
knowledge and experience of
international businesses in a wide
range of sectors. Jane served on
the Deloitte UK Board of Partners
and was the UK Manufacturing
Industry Lead Partner. She is
currently a Non-Executive Director
of TI Fluid Systems plc, FirstGroup
plc and Bakkavor Group plc. She is
a former Non-Executive Director
of Devro plc, Sirius Minerals plc,
Costain Group plc and DCC plc. A
Fellow of the Institute of Chartered
Accountants in England and Wales,
Jane graduated from University of
Birmingham, United Kingdom with a
BSc in Geology.
Dan O’Connor is currently Chairman
of Activate Capital Limited and
a Director of Oriel Windfarm
Limited. He is former Chairman
of International Personal Finance
plc and a former Non-Executive
Director of CRH plc. Dan is a former
President and Chief Executive
Officer of GE Consumer Finance
Europe and a former Senior Vice-
President of GE. He was Executive
Chairman of Allied Irish Banks plc
from 2009 until 2010. A Fellow of
Chartered Accountants Ireland. Dan
graduated from University College
Dublin, Ireland with a Bachelor of
Commerce degree and Diploma in
Professional Accounting.
Gabriella is currently the President
and CEO of Velcro Companies
and has more than 35 years
of international experience in
consumer goods and business to
business industries. Gabriella joined
Velcro Companies in October 2018
as Chief Marketing Officer and
President of the Consumer division,
and prior to her appointment
as CEO in 2021 served as Chief
Growth Officer. Prior to Velcro
Companies, Gabriella served on
the Executive Committee of Tate &
Lyle plc, a global food ingredients
business, as President of Innovation
and Commercial Development,
reporting to the CEO. Previously,
Gabriella spent 26 years with
Johnson & Johnson in a variety
of global senior leadership roles.
Gabriella graduated from the
University of Rome, Italy with a
Masters Degree in Statistics and
Demographic Sciences.
Kimberly Underhill is a former Group
President, Consumer Business
North America of Kimberly-Clark.
During her 33 year career with
Kimberly-Clark, she held roles
within research and engineering,
operations and marketing. Kimberly
served as Global President,
Kimberly-Clark Professional
and as President, Consumer
Europe. Kimberly is currently a
Non-Executive Director of Foot
Locker Inc., the global sportswear
and footwear retailer listed on
the New York Stock Exchange.
She also serves on the Board of
Trustees of Theda Care Regional
Medical Centre and is a Director
of The Menasha Corporation (a
privately held company that is
a packaging manufacturer and
provider of supply chain solutions).
Formerly, Kimberly chaired the
Network of Executive Women
and was a Director of the Food
Marketing Institute. Kimberly
graduated from Milwaukee School
of Engineering with a MSc in
Engineering Management, and
Purdue University, USA with a BSc in
Chemical Engineering.
Key external appointments
Non-Executive Director of Ryanair
Holdings plc, Musgrave Group plc
and Dell Bank International DAC.
Non-Executive Director of W.A.
Baxter & Sons and Chairman of Irish
Children’s Museum CLG
Non-Executive Director of
Corbion N.V and Muziekgebouw
Eindhoven (Eindhoven Concert Hall).
Non-Executive Director of TI Fluid
Systems plc, FirstGroup plc and
Bakkavor Group plc.
Chairman of Activate Capital
Limited and Director of Oriel
Windfarm Limited.
President & CEO of Velcro
Companies.
Non-Executive Director of Foot
Locker Inc., and a Director of The
Menasha Corporation.
Committee memberships
DC
NGC
RC
AC
DC
RC
AC
DC
ESG
AC
DC
RC
DC
NGC
ESG
DC
AC
DC
RC
Glanbia plc | Annual Report and Financial Statements
STRATEGIC
REPORT
GOVERNANCE
FINANCIAL
STATEMENTS
OTHER
INFORMATION
Róisín Brennan
Senior Independent Director and
Non-Executive Director
Paul Duffy
Non-Executive Director
Ilona Haaijer
Non-Executive Director
Jane Lodge
Non-Executive Director
Dan O’Connor
Non-Executive Director
Gabriella Parisse
Non-Executive Director
Kimberly Underhill
Non-Executive Director
Date of appointment
1 January 2021 1 March 2021 1 August 2022 1 November 2020 1 December 2014 1 June 2023 1 August 2022
Board tenure
Three full years Three full years One full year Three full years Nine full years Less than one full year One full year
Skills and expertise
Extensive strategic and financial
advisory experience across many
sectors including food and fast
moving consumer goods (“FMCG”).
Experienced Chairman and Chief
Executive Officer with extensive
knowledge of the consumer and
beverage industry with significant
strategic and brand experience.
Extensive and significant
leadership experience of strategic
development, change management,
mergers and acquisitions and
leading complex, global businesses
in the food ingredients and
consumer sectors.
In-depth knowledge of international
business, management, corporate
transactions, corporate governance
and reporting gained from a
successful career with Deloitte.
Strong, strategic leadership
acquired from 30 years
international and financial
services sector experience.
Significant experience in consumer
brand development, the food
ingredients industry, innovation
and strategic leadership of
multinational businesses.
Extensive and significant leadership
experience in US and international
consumer products businesses,
with particular strength in product
development, marketing, portfolio
management, brand-building,
strategic planning and international
business development.
Experience
Róisín Brennan is a former Chief
Executive of IBI Corporate Finance
Ltd and has over 20 years of
investment banking experience,
particularly advising public
companies in Ireland. She brings
strong strategic and financial
advisory experience across many
sectors including food and FMCG
to the Board. Róisín is currently a
Non-Executive Director of Ryanair
Holdings plc, Musgrave Group plc
and Dell Bank International DAC.
Formerly, she was a Non-Executive
Director of DCC plc from 2005 until
2016 and is also a former Non-
Executive Director of Hibernia REIT
plc, Wireless Group plc, Coillte DAC
and The Irish Takeover Panel. A
Fellow of Chartered Accountants
Ireland, Róisín graduated from
University College Dublin, Ireland
with a Bachelor of Civil Law degree.
Paul Duffy is a former Chairman
and CEO of Pernod Ricard North
America, a global leader in the
Wine and Spirits industry. During
his 25 year career with Pernod
Ricard, Paul held a number of senior
management positions including
Chairman and CEO roles at Pernod
Ricard UK, The Absolut Company
(Sweden) and Irish Distillers. He
served on the Pernod Ricard
worldwide management executive
committee. Paul is currently a
director of W.A. Baxter & Sons, a
United Kingdom Food Group and is
a former director of Corby Spirit and
Wine Limited, a leading Canadian
marketer and distributor of spirits
and wines listed on the Toronto
Stock Exchange. Paul is a Fellow
of Chartered Accountants Ireland
and is a graduate of Trinity College
Dublin, Ireland.
Ilona Haaijer is a former President
and CEO of DSM Food Specialties,
President of DSM Personal Care
and also previously served as CEO
of Bugaboo International, CEO
of Philips AVENT, Vice President
Corporate Strategy of Royal Philips
Electronics, and as a Consultant
at The Boston Consulting Group.
Ilona brings significant international
experience of food ingredient and
consumer oriented businesses
and is currently a Non-Executive
Director of Corbion N.V., an
Amsterdam based Euronext listed
food and bio-technology company.
Formerly, she was a Non-Executive
Director of RPC Group plc and Royal
Boskalis Westminster N.V.. Ilona
graduated from the University of
Groningen, Netherlands with an MA
in Business Economics.
Jane Lodge is a former Senior Audit
Partner of Deloitte with extensive
knowledge and experience of
international businesses in a wide
range of sectors. Jane served on
the Deloitte UK Board of Partners
and was the UK Manufacturing
Industry Lead Partner. She is
currently a Non-Executive Director
of TI Fluid Systems plc, FirstGroup
plc and Bakkavor Group plc. She is
a former Non-Executive Director
of Devro plc, Sirius Minerals plc,
Costain Group plc and DCC plc. A
Fellow of the Institute of Chartered
Accountants in England and Wales,
Jane graduated from University of
Birmingham, United Kingdom with a
BSc in Geology.
Dan O’Connor is currently Chairman
of Activate Capital Limited and
a Director of Oriel Windfarm
Limited. He is former Chairman
of International Personal Finance
plc and a former Non-Executive
Director of CRH plc. Dan is a former
President and Chief Executive
Officer of GE Consumer Finance
Europe and a former Senior Vice-
President of GE. He was Executive
Chairman of Allied Irish Banks plc
from 2009 until 2010. A Fellow of
Chartered Accountants Ireland. Dan
graduated from University College
Dublin, Ireland with a Bachelor of
Commerce degree and Diploma in
Professional Accounting.
Gabriella is currently the President
and CEO of Velcro Companies
and has more than 35 years
of international experience in
consumer goods and business to
business industries. Gabriella joined
Velcro Companies in October 2018
as Chief Marketing Officer and
President of the Consumer division,
and prior to her appointment
as CEO in 2021 served as Chief
Growth Officer. Prior to Velcro
Companies, Gabriella served on
the Executive Committee of Tate &
Lyle plc, a global food ingredients
business, as President of Innovation
and Commercial Development,
reporting to the CEO. Previously,
Gabriella spent 26 years with
Johnson & Johnson in a variety
of global senior leadership roles.
Gabriella graduated from the
University of Rome, Italy with a
Masters Degree in Statistics and
Demographic Sciences.
Kimberly Underhill is a former Group
President, Consumer Business
North America of Kimberly-Clark.
During her 33 year career with
Kimberly-Clark, she held roles
within research and engineering,
operations and marketing. Kimberly
served as Global President,
Kimberly-Clark Professional
and as President, Consumer
Europe. Kimberly is currently a
Non-Executive Director of Foot
Locker Inc., the global sportswear
and footwear retailer listed on
the New York Stock Exchange.
She also serves on the Board of
Trustees of Theda Care Regional
Medical Centre and is a Director
of The Menasha Corporation (a
privately held company that is
a packaging manufacturer and
provider of supply chain solutions).
Formerly, Kimberly chaired the
Network of Executive Women
and was a Director of the Food
Marketing Institute. Kimberly
graduated from Milwaukee School
of Engineering with a MSc in
Engineering Management, and
Purdue University, USA with a BSc in
Chemical Engineering.
Key external appointments
Non-Executive Director of Ryanair
Holdings plc, Musgrave Group plc
and Dell Bank International DAC.
Non-Executive Director of W.A.
Baxter & Sons and Chairman of Irish
Children’s Museum CLG
Non-Executive Director of
Corbion N.V and Muziekgebouw
Eindhoven (Eindhoven Concert Hall).
Non-Executive Director of TI Fluid
Systems plc, FirstGroup plc and
Bakkavor Group plc.
Chairman of Activate Capital
Limited and Director of Oriel
Windfarm Limited.
President & CEO of Velcro
Companies.
Non-Executive Director of Foot
Locker Inc., and a Director of The
Menasha Corporation.
Committee memberships
DC
NGC
RC
AC
DC
RC
AC
DC
ESG
AC
DC
RC
DC
NGC
ESG
DC
AC
DC
RC
Key
AC
Audit
Committee
DC
Development
Committee
NGC
Nomination and
Governance
Committee
ESG
Environmental Social and
Governance Committee
RC
Remuneration
Committee
Chair
Glanbia plc | Annual Report and Financial Statements
Board of Directors and Senior Management continued
Non-Executive Directors nominated by the Society
Brendan Hayes
Non-Executive Director nominated
by the Society
John G Murphy
Non-Executive Director nominated
by the Society
Patrick Murphy
Non-Executive Director nominated
by the Society
Date of appointment
2 June 2017 29 June 2010 26 May 2011
Board tenure / Tenure
11 full years (over each of his terms) 13 full years 12 full years
Skills and expertise
Extensive knowledge of the global
food and beverage industry
and significant experience in
the governance and strategic
management of a global business
gained from his tenure on the
boards of Tirlán Co-operative
Society Limited and Glanbia plc.
Extensive knowledge of the global
food and beverage industry
and significant experience in
the governance and strategic
management of a global business
gained from his tenure on the
boards of Tirlán Co-operative
Society Limited and Glanbia plc.
Extensive knowledge of the global
food and beverage industry
and significant experience in
the governance and strategic
management of a global business
gained from his tenure on the
boards of Tirlán Co-operative
Society Limited and Glanbia plc.
Experience
Brendan Hayes farms at Ballyquinn,
Carrick-on-Suir, Co. Waterford,
Ireland and previously served
four full years on the Board. He
was appointed Vice-Chairman
of Tirlán Co-operative Society
Limited on 8 October 2020. Brendan
has completed the Diploma in
Corporate Direction in University
College Cork, Ireland.
John G Murphy farms at
Ballinacoola, Craanford, Gorey,
Co. Wexford, Ireland. John served
as Group Vice-Chairman between
2 June 2017 and 8 October 2020.
John was appointed Chairman
of Tirlán Co-operative Society
Limited on 8 October 2020. John
has completed the University
College Cork Diploma in Corporate
Direction.
Patrick Murphy farms at
Smithstown, Maddoxtown, Co.
Kilkenny, Ireland. Patrick served
as Group Vice-Chairman until
8 October 2020 having served as
Vice-Chairman for over five years
over two separate terms. He is Vice-
Chairman of Tirlán Co-operative
Society Limited. Patrick is a Director
of Farmer Business Developments
plc, FBD Holdings plc and FBD
Insurance plc.
Key external appointments
Vice-Chairman of Tirlán
Co-operative Society Limited.
Chairman of Tirlán Co-operative
Society Limited.
Vice-Chairman of Tirlán
Co-operative Society Limited,
Director of Farmer Business
Developments plc and Non-
Executive Director of FBD Holdings
plc and FBD Insurance plc.
Committee memberships
ESG
Glanbia plc | Annual Report and Financial Statements
STRATEGIC
REPORT
GOVERNANCE
FINANCIAL
STATEMENTS
OTHER
INFORMATION
Brendan Hayes
Non-Executive Director nominated
by the Society
John G Murphy
Non-Executive Director nominated
by the Society
Patrick Murphy
Non-Executive Director nominated
by the Society
Date of appointment
2 June 2017 29 June 2010 26 May 2011
Board tenure / Tenure
11 full years (over each of his terms) 13 full years 12 full years
Skills and expertise
Extensive knowledge of the global
food and beverage industry
and significant experience in
the governance and strategic
management of a global business
gained from his tenure on the
boards of Tirlán Co-operative
Society Limited and Glanbia plc.
Extensive knowledge of the global
food and beverage industry
and significant experience in
the governance and strategic
management of a global business
gained from his tenure on the
boards of Tirlán Co-operative
Society Limited and Glanbia plc.
Extensive knowledge of the global
food and beverage industry
and significant experience in
the governance and strategic
management of a global business
gained from his tenure on the
boards of Tirlán Co-operative
Society Limited and Glanbia plc.
Experience
Brendan Hayes farms at Ballyquinn,
Carrick-on-Suir, Co. Waterford,
Ireland and previously served
four full years on the Board. He
was appointed Vice-Chairman
of Tirlán Co-operative Society
Limited on 8 October 2020. Brendan
has completed the Diploma in
Corporate Direction in University
College Cork, Ireland.
John G Murphy farms at
Ballinacoola, Craanford, Gorey,
Co. Wexford, Ireland. John served
as Group Vice-Chairman between
2 June 2017 and 8 October 2020.
John was appointed Chairman
of Tirlán Co-operative Society
Limited on 8 October 2020. John
has completed the University
College Cork Diploma in Corporate
Direction.
Patrick Murphy farms at
Smithstown, Maddoxtown, Co.
Kilkenny, Ireland. Patrick served
as Group Vice-Chairman until
8 October 2020 having served as
Vice-Chairman for over five years
over two separate terms. He is Vice-
Chairman of Tirlán Co-operative
Society Limited. Patrick is a Director
of Farmer Business Developments
plc, FBD Holdings plc and FBD
Insurance plc.
Key external appointments
Vice-Chairman of Tirlán
Co-operative Society Limited.
Chairman of Tirlán Co-operative
Society Limited.
Vice-Chairman of Tirlán
Co-operative Society Limited,
Director of Farmer Business
Developments plc and Non-
Executive Director of FBD Holdings
plc and FBD Insurance plc.
Committee memberships
ESG
Senior management, Group Operating Executive
Ian Doyle
Chief Corporate Development
Officer
Brian Phelan
CEO Glanbia Nutritionals
Sue Sweem
Chief Human Resources Officer
Steve Yucknut
CEO Glanbia Performance Nutrition
4 January 2022 1 January 2004 1 December 2021 1 January 2024
Two full years Twenty full years Two full years Less than one year
A deep knowledge of international
corporate finance with extensive
experience negotiating and
structuring complex acquisitions,
divestitures, investments and
partnerships.
Experienced chief executive officer
who has extensive strategic,
commercial and corporate
development experience. Strong
leadership qualities acquired from
a successful career within Glanbia.
A deep knowledge of global
human resources management
with expertise in organisation
development shaping the culture
and capabilities of the business,
and supporting the integration of
acquisitions.
Strong leadership qualities with
particular experience in business
transformation, operations, mergers
and acquisitions and performance
improvement. Extensive tenure in
the food and beverage industry.
Ian Doyle is Chief Corporate
Development Officer and is
responsible for the development
and implementation of our ESG
strategy and for identifying
partnership, acquisition and new
business opportunities globally.
Prior to joining Glanbia, he was
Managing Director in the North
American Consumer Retail
Group of Nomura Securities with
responsibility for food and beverage
companies. Previously Ian was
based in London and was part
of Lehman Brothers’ European
investment banking business. He
holds a degree in Business Studies
and German from Trinity College
Dublin, Ireland.
Brian Phelan was appointed as CEO
of Glanbia Nutritionals on 1 June
2013 and served as a Director of
the Company between January
2013 and April 2019. Brian was
previously Group Human Resources
& Operations Development Director
from 2004 to 2012. Since joining
the Group in 1993, he has held a
number of senior management
positions. Prior to this, he worked
with KPMG. He graduated from
University College Cork, Ireland
with a Bachelor of Commerce
degree and is a Fellow of Chartered
Accountants Ireland.
Sue Sweem is Chief Human
Resources Officer and has
responsibility for the strategic
leadership of Group Human
Resources within Glanbia.
Previously, she was Chief People
Officer for GPN from 2015 to 2021
and held other HR positions in GPN
since joining in 2012. Prior to joining
Glanbia, Sue was a HR Director at
Walgreens and gained international
experience while serving as Head of
HR in the US for AkzoNobel, a global
company based in The Netherlands.
Sue holds a PhD in Organization
Development from Benedictine
University, a Masters degree in HR
& Industrial Relations from Loyola
University and a BS in Sociology
from Iowa State University, USA.
Steve was appointed CEO of
Glanbia Performance Nutrition on
1 January 2024 having previously
held the position of President,
GPN Americas. Steve joined the
Group in 2015 as Chief Operating
Officer of GPN and in 2019 took on
the added responsibility of Chief
Transformation Officer of GPN.
Prior to joining Glanbia, Steve spent
more than 25 years with Kraft
Foods, holding a number of senior
management positions across a
range of markets and businesses,
in the areas of product supply,
R&D and sustainability. He holds a
Masters degree in Manufacturing
from DePaul University, USA.
None. None. None. None.
Glanbia plc | Annual Report and Financial Statements
Corporate Governance Report continued
Board Leadership and Company Purpose
The Board has an ongoing focus on stakeholder engagement to ensure we build a culture that
fosters engagement and enables us to develop successful relationships with our stakeholders.
As outlined on pages 50 and 51, stakeholder engagement occurs at all levels of the organisation
and we work collaboratively with our customers, suppliers, shareholders and the communities
in which we operate.
Shareholder engagement
Eective communications with shareholders is a key priority and
the Group devotes considerable time and resources each year
to shareholder engagement. The Group Chairman, together
with the Senior Leadership Team and Investor Relations team
maintain active engagement and dialogue with the investment
community and our shareholders to discuss key issues including
strategy, sustainability capital allocation, remuneration
and governance. There was regular dialogue with individual
shareholders and the investment community during 2023 and
ongoing engagement with shareholders both at in person
and virtual investor conferences and roadshows, as and when
necessary, as well as at the time of the release of the annual
report and financial results. Details on the issues covered in those
meetings and the views of shareholders are circulated to the
Board regularly.
A brief outline of the nature of the activities undertaken by our
Investor Relations team in 2023 is set out below.
Shareholder engagement
First Quarter
• Released the Full Year Results, along with accompanying
presentation, webcast and conference call.
• Investor roadshows were held following the release of formal
announcements.
• Media Briefings and interviews were provided on various
issues.
• Industry Conferences: attended key sector and investor
conferences aording members of the senior management
team the opportunity to engage with key investors and analysts.
Second Quarter
• Released the Interim Management Statement, along with
accompanying presentation, webcast and conference call.
• 2023 Annual General meeting.
• Investor presentation made available on the Group’s website
and an analyst event held in London.
• The Group Chairman completed a number of shareholder
engagements.
Third Quarter
• Released the Half Year Results, along with accompanying
presentation, webcast and conference call.
• Investor roadshows were held following the release of formal
announcements.
Fourth Quarter
• Released the Interim Management Statement along with
accompanying presentation, webcast and conference call.
• Completed a shareholder consultation on proposed changes to
the Group’s Remuneration Policy. This consultation was led by
the Chair of the Remuneration Committee with feedback shared
by the Remuneration Committee members and the Board.
• Attended a number of investor conferences to engage with
shareholders.
For more information see pages to .
Employee engagement
Meaningful engagement with our employees is key to attracting,
developing and retaining a talented, dedicated and motivated
workforce which ensures the successful delivery of our strategy
and achievement of our purpose. The Workforce Engagement
Director, Group Chairman Donard Gaynor provides regular
feedback to the Board on employee engagement activities during
the year. The global survey of employees known as ‘Your Voice’ is
carried out annually and its findings are reviewed by the Board.
A key focus in 2023 was the development of a wellbeing strategy
for our employees. A series of initiatives were launched and
activities hosted to promote and prioritise positive physical and
mental employee wellbeing. We have made hybrid working an
integral part of our culture and our blended work model supports
productivity and employee wellbeing. During the year, the Board
also received regular updates on the health, safety and wellbeing
of employees. Furthermore, the Workforce Engagement Director
held a number of in-person meetings with a broad cross-section
of employees across Ireland and the US.
For more information see pages to .
Customers and consumers
Maintaining a broad portfolio of consumer brands and
nutritional ingredients is key for our customers and consumers.
The Board regularly reviews both innovation and inorganic
opportunities to enhance the Group’s portfolio and to ensure that
it has sucient depth in its portfolio to meet consumer demand.
The Board is also constantly exploring new ways to meet
consumers’ and customers’ needs by listening to consumers’
needs and collaborating with our customers. Furthermore, we
consider customer and consumer engagement matters as part
of the overall Group sustainability strategy. We also assess
recommendations in respect of our brands’ positioning and
focuses on household penetration, net promoter scores and
consumption rates.
In terms of the Group’s investment in Research & Development
activities, the Board, together with management, ensures
focus is given to those projects that can best meet customers’
needs and thereby enable the Group to achieve its purpose
and strategic objectives in relation to revenue growth, margin
expansion, return on investment and enabling the delivery of
Better Nutrition in a more environmentally sustainable manner.
For more information see pages to .
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Local communities
Our vision is to have a positive social and economic impact
on our communities, by promoting health and wellbeing
while protecting the environment. The Board considers the
maintenance of close and supportive relationships with the
communities in which Glanbia operates to be of particular
importance to the Group. We aim to create long-term value
for the communities in which we live, work, source and sell.
By ensuring we empower people, increase their access to
opportunities and champion inclusion and diversity, we can help
build thriving communities and strengthen our business. The
Board considers local community engagements as part of the
overall Group sustainability strategy. We support and receive
updates on Glanbia’s involvement in local communities and
charitable partnerships.
For more information see pages and .
Suppliers and business partners
As a Group, we are committed to excellence in food safety
and quality and adhere to international standards at our
manufacturing sites. We take environmental stewardship
seriously, supporting our suppliers and safeguarding animal
welfare and life on land. The Board, together with management,
ensure that the organisation works with suppliers who provide
raw materials to the required safety and quality standards,
produced on a sustainable basis and with the proper regard
for the fair treatment of workers across the supply chain. Our
suppliers must be compliant with the regulations and social
customs of the countries in which they operate. The Board
receives updates on the operation of the Group procurement
function and supply chain priorities and initiatives, and we
continuously engage with dairy producers as part of the review
of our joint venture operations.
For more information see pages and .
Government and non-governmental organisations
(NGOs)
As a Board we are cognisant of the regulatory environment
in which we operate. The Board engages indirectly with
government, regulators, NGOs and policy makers through
regular reports from the Senior Leadership Team and
management. In particular, the Board has received regular
briefings during the year on the macroeconomic environment,
world events and emerging geopolitical trends. Management
also provided the Board with an analysis of potential
developments in regulation and tax policies.
For more information see pages and .
Purpose, values and culture
Purpose
We have a clear purpose to deliver better nutrition for
every step of life’s journey. Our purpose communicates the
Group’s strategic direction and intentions to our employees
and wider stakeholders.
Our values
Glanbia has a very distinct set of values which articulate the
qualities we embody and our underlying approach to doing
business. Our values, which are at the heart of our business
and culture, are embedded in our operational practices
through the policies approved by the Board and the direct
oversight and involvement of the Executive Directors.
Glanbia’s values of: Customers’ champion; Performance
matters; Find a better way; Winning together; and Showing
Respect are the code by which the Group operates both
internally and externally.
Our culture
Our business spans several continents, but our culture is
universal. Our culture has developed from our values and is
a key strength of our business. Fuelled by a positive growth
mindset, Glanbia leaders inspire and empower others to
maximise their performance and potential. The Board
reinforces our culture and values through its decisions,
strategy and conduct. The Board monitors the Group’s
culture through several cultural indicators such as:
• management’s attitude to risk;
• health and safety data; and
• compliance with the Group’s policies and procedures:
– key performance indicators, including sta retention;
– messages received via the Group’s whistleblowing
‘Speak-Up’ system;
– promptness of payments to suppliers;
– independent assurance is sought via the internal audit
function and other outsourced advisers; and
– employee surveys.
A key consideration during our recruitment process is
a potential candidate’s ‘fit’ with our culture and values.
We reinforce our culture and values during our induction
programme, town halls, and monitor our employees’ ‘fit’
through performance appraisals. Our senior management
teams undertake training to ensure they are supporting
their teams and encouraging the behaviours which align
with our culture. In addition, the Board receives regular
updates from the Chief Executive Ocer and Chief Human
Resources Ocer on the health, safety and wellbeing of
employees.
For more information see pages to .
Glanbia plc | Annual Report and Financial Statements
Employee
survey(s)
Analyse data
and share
results
Action
Planning
Celebrate
Wins
Implement
Change(s)
Corporate Governance Report continued
Board Leadership and Company Purpose continued
Q&A with Donard Gaynor,
Group Chairman and
Director of Workforce Engagement
We’re listening
to our employees
Q
What is your main focus as the Board’s
Workforce Engagement Director?
A
As part of this role, I engage directly with employees from
across the Group. This allows me to get a better insight and
understanding of the views of our employees and any concerns
they may have. I ensure our employees views can be considered
in Board discussions and decision making. I also regularly meet
with Sue Sweem, the Group’s Chief Human Resources Ocer, to
understand the key issues aecting our employees. In 2023, the
Group was delighted to launch a Group-wide human resources
information system which will assist with providing an improved
employee information experience.
Q
Why are employee engagement
sessions important to you?
A
I really value meeting employees from dierent levels, functions
and regions of the organisation. The sessions are open and
constructive and allow me to explore trends in the survey results
and share this information with the Board. It is wonderful to see
our employees demonstrate passion and pride in the Company,
its brands and our collaborative culture. Our employees are key
to the Group’s success and it is important to me to meet face-to-
face in a space where they can share their insights.
Q
What are some of the key themes from
the “Your Voice” survey results?
A
Participation in the survey increased significantly in 2023 with a
response rate of 80% which speaks to increased engagement
within the organisation. Our employee engagement levels have
continued to grow year-on-year, and we believe the reasons
for these improvements have been the two-way dialogue and
listening strategy we have employed. In particular, we welcomed
increased engagement from our hourly workforce and received
positive feedback around changes that are happening around
wellbeing, hybrid working and parental leave. Our people
continue to be interested in developments around career
progression and continued learning which is very positive.
Q
What is your focus for ?
A
I hope to continue the two-way direct dialogue through my
engagement sessions to ensure we are listening to our employees
and that their views are communicated to the Board. I will also
continue to focus on wellbeing and employee communications
to support our hybrid working model. This is key to the successful
execution of our people strategy which aims to maintain a high-
performing, values-driven and respectful culture.
For more information see page .
Donard Gaynor
Group Chairman
Glanbia plc | Annual Report and Financial Statements
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2023 Board highlights
The Board is responsible for promoting the long-term sustainable success of the Group to generate value for its stakeholders and
contribute to the wider society. The Board recognises that the alignment of the Group’s purpose, strategy and culture is a cornerstone of
its leadership role and critical to our success.
The following pages provide an overview of a range of matters that the Board considered at its meetings. These are non-exhaustive and
detail the breadth of oversight provided by the Board in order to discharge responsible leadership. The Board considerations in relation
to stakeholder engagement can be found on pages 50 to 51 and page 94.
Key Board Considerations
Strategy and performance• The Board had a strong focus on shareholder value creation and returns.
• The Board continues to perform its duties and functions with the Group’s
purpose of delivering ‘Better Nutrition’ front and centre of its decision
making.
• In May 2023 the Board approved the raising of full year guidance to
between 7% and 11% adjusted EPS growth constant currency, which was
increased to between 12% and 15% adjusted EPS growth constant
currency in August 2023 and to between 17% and 20% adjusted EPS
growth constant currency in November 2023.
• In October 2023, the Board received detailed strategic updates from
senior management.
• The Board focused on feedback from its shareholders on strategy and
performance throughout the year.
Further details are available
on pages to .
Presentation currency
change
• The Group’s reporting currency was changed from euro to US dollar in
2023 to better align with the Group’s core markets and to reflect the fact
that a significant majority of the group’s revenues are generated in US
dollar.
Further details are available
on page .
M&A activity • The Board approved and completed the acquisition of the B2B bioactive
ingredients business of PanTheryx, in quarter four, 2023. The acquisition
complements Glanbia Nutritionals’ dairy activities and is a natural
progression for the Group within this category.
• The Development Committee continues to monitor the M&A market and
regularly updates the Board on potential acquisition opportunities.
Further details are available
on page .
Change in US joint venture
commercial arrangements
and change to EBITDA
Following an announcement on 16 August 2023, the Group has amended
the commercial arrangements associated with its US joint venture.
Under the new commercial terms, the Group will recognise commissions
earned on the sale of joint venture products. Under previous
commercial terms, the Group recorded the gross value of revenues and
corresponding cost of sales on joint venture products sold. The change
in commercial terms will impact the recognition and presentation of
revenues and cost of sales from 2024 onwards only.
Further details are available
on page .
Disposal of interest in
Cheese joint venture
• In April 2023, as part of the Group’s ongoing focus on optimising its
portfolio, the Board oversaw the sale of the Company’s shareholdings in
its Glanbia Cheese Limited and Glanbia Cheese EU Limited (collectively
“Glanbia Cheese”) mozzarella joint ventures to Leprino Foods Company,
its joint venture partner in these businesses.
Further details are available
on page .
Transition following
disposal of Glanbia plc’s
40% interest in Tirlán
• The Board continued to oversee a period of transition following the sale
of the Company’s minority interest in Tirlán, which completed in April
2022. The Group continues to provide certain business supports to Tirlán
for a defined period.
• The Board continues to evolve the Group’s structure and growth strategy
following the disposal and other portfolio changes.
Further details are available
on pages and .
Share buyback
programmes
• In March 2023, the Group commenced a share buyback programme of
€50 million, which was subsequently extended by a further €50 million in
May 2023. The buyback programme completed on 15 September 2023.
Between 1 March 2023 and 15 September 2023, Glanbia deployed €100
million, repurchasing 7,215,827 ordinary shares on Euronext Dublin at an
average price of €13.86 per share.
Further details are available
in Note to the Financial
Statements.
Glanbia plc | Annual Report and Financial Statements
Corporate Governance Report continued
Board Leadership and Company Purpose continued
Key Board Considerations
Group sustainability
strategy
• The Board oversaw the publication of the Company’s first GRI Report, in
accordance with the GRI standards. The report outlines the progress we
are making and sets out our future commitments and action plans.
• The Board approved that the Group become signatories to the UN
Global Compact. This requires a voluntary pledge by member
companies to operate responsibly in alignment with universal
sustainability principles.
Further details are available
on pages to .
Diversity, equity and
inclusion (“DE&I”)
• The Board is dedicated to meeting its diversity targets for Board
members and senior leadership roles.
• The Board focused on equipping talent acquisition with the resources to
attract and source under-represented talent and educate hiring
managers on inclusive hiring practices.
• The Board rolled out a revised Code of Conduct training for employees.
• The Board placed an increased emphasis on employee engagement,
awareness and impact.
Further details are available
on pages to .
Capital investment • Glanbia’s total investment in capital expenditure (tangible and intangible
assets) was $74.2 million (2022: $72.5 million). Strategic investment
totalled $51.7 million. Key strategic projects included IT investments,
business integrations and ongoing capacity enhancement to drive
further efficiencies in operations and new process technologies in
Glanbia Nutritionals, nutritional solutions business. The Board is focused
on cash generation, disciplined financial management, accretive M&A
and balancing investment and return of capital to shareholders.
Further details are available
on page .
Site visits • It has been the Board’s practice to hold a number of site visits at some of
our key locations each year in order to provide Directors with the
opportunity to meet local teams, see operations on the ground and have
presentations on current operations, projects and future plans.
• In June 2023 the Board met in Illinois, US which provided an opportunity
to meet with local leadership, develop a deeper understanding of the
Group’s customers and the US market. The Board also visited the Group’s
PacMoore ingredients site which was acquired in 2021.
Further details are available
on page .
Cybercrime prevention
and security programme
• A subcommittee of the Board conducted a review of the Group’s IT
organisation and services, cyber security and anti-fraud controls.
• This included a review of the protocols the Group would follow in the
event of an attack, based on a protect, detect, respond and recover
model.
• Management response simulation testing was performed to assess the
completeness of protocols and internal capabilities.
• Email phishing simulation exercises were conducted with the wider
workforce to raise awareness in this area.
Further details are available
on pages and .
Dividend payments • The Board is recommending a final dividend of 21.21 €cent per share (FY
2022: 19.28 €cent per share) which brings the total dividend for the year
to 35.43 €cent per share, representing an increase of 10% for the prior
year. The final dividend will be paid on 3 May 2024 to shareholders on the
register of members as at 22 March 2024. This reflects our continued
strong performance and our commitment to a progressive dividend
policy.
Further details are available
on page .
CEO succession • The Nomination and Governance Committee, together with the support
of the Board, oversaw the selection process for the Group’s new CEO,
Hugh McGuire, supported by an independent executive search firm.
Further details are available
on page .
Board renewal • Gabriella Parisse was appointed as an Independent Non-Executive
Director on 1 June 2023.
• Patsy Ahern and John Murphy retired from the Board on 4 May 2023.
• Róisín Brennan was appointed Senior Independent Director, effective
30 December 2023.
• Dan O’Connor replaced Donard Gaynor as Chair of the ESG Committee
on 30 December 2023.
• Mark Garvey replaced Siobhan Talbot on the ESG Committee on
30 December 2023.
Board biographical details
are available on pages to
.
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Key Board Considerations
Governance • The Board received recommendations from committees on key policies
and matters reviewed in depth by committees for Board decision.
Further details are available
on pages to .
Directors’ Remuneration
Policy 2024-2026
• During 2023 the Remuneration Committee completed a review of the
Directors’ Remuneration Policy. This will be put to shareholders for their
consideration at the 2024 Annual General Meeting of the Company.
Further details are available
on pages to .
Employee benefits • The Group introduced enhanced leave policies to support and prioritise
the wellbeing of our employees.
• The Group reviewed its employee pension arrangements and increased
its employer contribution to its Defined Contribution Scheme. This allows
scheme members to make enhanced contributions which will be
matched by Glanbia up to a maximum of 12% of salary.
Further details are available
on pages to .
External Board review • The Board engaged Board Excellence to conduct a comprehensive and
externally facilitated review in 2023, in line with our agreed triennial
cycle. The review was interview based and included observation of
meetings.
Further details are available
on page .
Meeting attendance for the Board and Committees established under the UK Corporate Governance Code
Director
Years on
the Board
Scheduled Board
Meetings
Audit
Committee
Nomination and
Governance
Committee
Remuneration
Committee
D Gaynor 10 8/8 5/5 12/12
S Talbot
1
14 8/8
P Ahern
2
7 2/2
R Brennan 3 8/8 5/5 12/12
P Duffy 3 8/8 8/8 12/12
M Garvey 10 8/8
I Haaijer 1 8/8 8/8
B Hayes 11 8/8
J Lodge 3 8/8 8/8 12/12
JG Murphy 13 8/8
J Murphy
2
2 2/2
P Murphy 12 8/8
D O’Connor 9 8/8 5/5
G Parisse
3
less than 1 5/5
K Underhill 1 8/8 8/8 11/12
1 S Talbot retired from the Board on 31 December 2023
2 P Ahern and J Murphy retired from the Board on 4 May 2023
3 G Parisse was appointed to the Board on 1 June 2023
Glanbia plc | Annual Report and Financial Statements
Group Management
Group Operating Executive
This group is comprised of the two Executive Directors, the CEO of
GPN, the CEO of GN, the Chief Human Resources Officer and the Chief
Corporate Development Officer. Key activities: monitoring performance
and making strategic recommendations to the Board.
Group Senior Leadership Team
This team includes the Group Operating Executive and the Group’s senior
business and functional leaders. Key activities: to create alignment and
drive delivery of the Group’s business plans.
The Disclosure Committee is in place to oversee the timely and accurate disclosure of all information required to be so disclosed by the Company to meet
the legal and regulatory obligations required by its stock exchange listings. It also continues to assist in the design, implementation and periodic evaluation
of disclosure controls and procedures. The current Disclosure Committee comprises of the Chief Executive Officer, the Chief Financial Officer, the Group
Secretary and Head of Investor Relations and the Group Financial Controller.
Corporate Governance Report continued
Corporate governance framework
A description of the Governance Framework as at 30 December 2023 is set out below.
Board of Directors
The Board is collectively responsible for establishing the Group’s purpose, values and strategy, promoting its culture, overseeing its
conduct and aairs, and for ensuring that the Group provides its stakeholders with a balanced assessment of the Group’s position
and prospects. It discharges some of its responsibilities directly and others through its Committee framework, the Group Operating
Executive and Group Senior Leadership Team.
Board
Audit
Committee
Key activities: review of
Annual Report and Financial
Statements and statutory
Auditor’s independence and
fees, internal controls, risk
management systems, post-
acquisition reviews and the
effectiveness of the Group
Internal Audit and Group
Finance functions.
ESG
Committee
Key activities: oversight of
the Group’s ESG programme
and sustainability strategy,
monitors and reviews
Diversity, Equity and
Inclusion policy and strategy,
monitoring progress against
key performance indicators
and external ESG index
results, overseeing progress
on ESG commitments and
targets and monitoring and
reviewing the Group’s quality,
health and safety (“QHS”)
performance to support
continuous improvement and
transparency regarding the
Group’s QHS performance.
Nomination and
Governance Committee
Key activities: making
recommendations on
appointments to the
Board (including the
Group Chairman), senior
management succession
planning, review of the
independence and time
commitment of Non-
Executive Directors and
keeping under review
corporate governance
developments to ensure
Group governance practices
remain in line with best
practice.
Remuneration
Committee
Key activities: review of
Executive Directors’ salaries
and benefits, approval of
annual incentive targets,
long-term incentive share
awards, review of Non-
Executive Directors’ fees and
compliance with the relevant
codes.
Development
Committee
Key activities: assist the
Board in assessing new
corporate development
opportunities.
CEO
The following are the key matters reserved for the Board:
• Approval of the Group’s strategic plan, oversight of the Group’s
operations and review of performance in light of the Group’s
strategy, objectives, business plans and budgets, ensuring that
any necessary corrective/transformative action is taken;
• Ultimate oversight of risk, including determining the Group’s risk
profile and risk appetite;
• Review the performance of the Group in light of its strategic aims,
business plans and budgets and ensuring that any necessary
corrective action is taken, if required;
• Approval of acquisitions, disposals, share buybacks and other
transactions outside delegated limits;
• Financial reporting and controls, including approval of the Half
Year Results, Interim Management Statements and Full Year
Results, approval of the Annual Report and Financial Statements,
approval of any significant changes in accounting policies or
practices and ensuring maintenance of appropriate internal
control and risk management systems;
• Appointment and removal of Directors;
• Ensuring the Annual Report and Financial Statements present
a fair, balanced and understandable assessment of the Group’s
position and prospects and provides the information necessary
for shareholders to assess the Group’s position, performance,
business model and strategy;
• Assessment of the Group’s viability and ability to continue as a
going concern;
• Capital expenditure, including annual approval of capital
expenditure budgets and any material changes to them in line
with the Group-wide policy on capital expenditure;
• Dividend policy, including annual review of the dividend policy and
declaration of the interim dividend and recommendation of the
final dividend;
• Review of the Group’s overall corporate governance
arrangements;
• Considering the views of shareholders and ensuring a satisfactory
dialogue with shareholders based on the mutual understanding of
objectives;
• Formal review of the performance of the Board, its Committees
and individual Directors;
• Shareholder documentation, including approval of resolutions and
corresponding documentation to be put to the shareholders and
approval of all press releases concerning matters decided by the
Board; and
• Key business policies.
Glanbia plc | Annual Report and Financial Statements
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Group Chairman
• Leads the Board, sets the agenda and promotes a culture of
open debate between Executive and Non-Executive Directors
and promotes the highest standards of corporate governance.
• Regularly meets with the Chief Executive Ocer and other
senior management to stay informed.
• Ensures eective communication with our stakeholders.
Chief Executive Officer
• Develops and implements strategy and chairs the Group
Operating Executive.
• Leads the Group through the Group Operating Executive.
• Instils purpose, vision and value standards throughout the
organisation.
Senior Independent Director
• Provides a sounding board to the Group Chairman and
appraises his performance.
• Acts as intermediary for other Directors, if needed.
• Is available to respond to shareholder concerns when contact
through the normal channels is inappropriate.
Chief Financial Officer
• Manages the eectiveness and profitability of the Group
including financial and operational risk management.
• Develops appropriate capital and corporate structures to
ensure the Group’s strategy is met.
Group Operating Executive
• With the Chief Executive Ocer, develops and executes the
Group’s strategy in line with the policies and objectives agreed
by the Board.
• Manages operational eectiveness and profitability of the
Group.
• Operates as the Group Risk Committee and Group Investment
Committee.
Non-Executive Directors
• Provide independent insight and support to the Group
Chairman in instilling the appropriate culture, values and
behaviours in the Group.
• Contribute to developing strategy.
• Scrutinise and constructively challenge the performance of the
business, management and individual Executive Directors.
• Monitor the integrity of financial information and ensures
that there are robust financial controls and systems of risk
management.
• Determine and agree the framework and policy for executive
remuneration.
• Oversee Director succession planning.
Group Secretary and Head of Investor Relations
• Monitors the Group’s compliance with legal, regulatory,
governance, ethics, policy and procedural matters.
• Ensures the Group is appropriately and strategically
positioned with analysts, investors, and all stakeholders.
• In conjunction with the Group Chairman, ensures that the
Directors receive timely and clear information so that the
Directors are equipped for robust debate and informed
decision making.
• Supports the Group Chairman by organising induction and
training programmes for Directors.
• Provides support and guidance to the Board and the Group
Chairman, and acts as an intermediary for Non-Executive
Directors.
• Responsibility for all results publications and investor
engagement.
Division of Responsibilities
Board responsibilities
To ensure that the Group operates eciently and eectively, the Directors, the Group Secretary and Head of Investor Relations and the
Group Operating Executive have clearly defined responsibilities which are set out below.
Experience and skills of the Non-Executive Directors
Food and
beverage
industry
Leadership
and
management Finance
Strategic
planning
Brand
experience
Change
management
Corporate
transactions
Corporate
governance
International
business
development ESG
Donard Gaynor
Róisín Brennan
Paul Duffy
Ilona Haaijer
Brendan Hayes
Jane Lodge
John G Murphy
Patrick Murphy
Dan O’Connor
Gabriella Parisse
Kimberly Underhill
Glanbia plc | Annual Report and Financial Statements
Corporate Governance Report continued
Composition, succession and review
Composition, succession and review
The Board has a clear governance framework with defined
responsibilities and accountabilities which ensures that policies
and procedures set at Board level are eectively communicated
across the whole Group. The Board has established certain
principal Committees to assist it in fulfilling its oversight
responsibilities, providing detailed focus on particular areas
as set out in the respective Committee Reports that follow.
The Committees focus on their areas of expertise enabling the
Board to focus on strategy, performance, leadership and people,
governance and risk, and stakeholder engagement, thereby
making the best use of the Board’s time together as a whole. The
Committee Chairs report to the full Board at each Board meeting
following their sessions, ensuring a good communication flow
while retaining the ability to escalate matters to the full Board’s
agenda if appropriate.
Information for the Board
The Group Chairman, with the assistance of the Chief Executive
Ocer and the Group Secretary and Head of Investor Relations,
is responsible for ensuring that Directors are supplied with
information in a timely manner and of an appropriate quality
that enables them to discharge their duties. Board papers
are published typically seven days prior to each meeting to
ensure the Board has sucient time to read the papers and
presentations and be prepared in advance of the meeting. In
the normal course of business, such information is provided
by the Chief Executive Ocer in a regular report to the Board
that includes information on operational matters, strategic
developments, financial performance relative to the business
plan, business development, corporate responsibility and
investor relations. The Board meets suciently frequently to
discharge its duties, and holds additional unscheduled meetings
when required, for example to discuss a strategic growth
opportunity if it arises or deal with a specific matter of business.
Each scheduled Board meeting follows a carefully tailored
agenda agreed in advance by the Group Chairman, the Chief
Executive Ocer and the Group Secretary and Head of Investor
Relations. At each scheduled Board meeting, the Chief Executive
Ocer, the Chief Financial Ocer and CEOs of the Group’s
two global growth platforms, GPN and GN, provide detailed
operational and financial updates. Depending on the nature of
the agenda item to be considered, other Senior Executives are
invited to make presentations or participate in Board discussions
to ensure that Board decisions are supported by a full analysis.
Throughout the year the Chairs of the Audit, ESG, Nomination
and Governance, Remuneration and Development Committees
updated the Board on the proceedings of their meetings,
including the key discussion points and any particular areas of
concern. All Directors have access to the advice and services
of the Group Secretary and Head of Investor Relations, who is
responsible for advising the Board on all governance matters.
The Directors also have access to independent professional
advice, if required, provided by the Group. This is coordinated
through the Group Secretary and Head of Investor Relations.
Board and Committee meetings are held in person, usually
in Kilkenny or Dublin, with the option for Directors to attend
remotely if necessary. In the event that a Director is unable to
attend a meeting, they are given an opportunity to make their
views known to the Chair or the Chief Executive Ocer prior to
the meeting.
Board structure
The Board, who come from diverse backgrounds, ranging from
corporate finance, accountancy and banking to industry (food
and beverage, fast moving consumer goods and production),
currently comprises 13 Directors: two Executive Directors, the
Group Chairman and 10 Non-Executive Directors of whom three
are currently nominated by the Society. On 23 February 2021,
the Society and the Board agreed a number of changes which
impacted the composition and size of the Board between 2021
to 2023 and which resulted in a gradual reduction in the number
of Directors nominated by the Society from five in 2022 to three
in 2023. The Board reduced in size from 14 members in 2022 to
13 members in 2023. Two Directors nominated by the Society
retired at the 2023 AGM and an additional Independent Non-
Executive Director was appointed in 2023, bringing the number
of Independent Non-Executive Directors on the Board, excluding
the Group Chairman, at the end of the year, to 6 of 12 (50% of the
Board).
Appointments to the Board: policy, diversity and
succession planning
Having regard to the right of the Society to nominate Directors
to the Board, the Nomination and Governance Committee
keeps the Board’s balance of skills, knowledge, experience
and the tenure of Directors under continuous review. During
2018, the Board approved a Board Diversity Policy which
recognises the benefits of diversity. This was updated in early
2022 to reflect that the Group has agreed that as new Director
appointments are made, the target is that a minimum of 50% of
the Independent (of the “Society”) Non-Executive Directors will
be female. The Group progressed this in 2023 with its most recent
Independent Non-Executive Director appointed being female.
As at 30 December 2023, females represented over 60% of the
Independent (of the “Society”) Non-Executive Directors and 46%
of the full Board. As at the date of this report, females represent
over 60% of the Independent (of the “Society”) Non-Executive
Directors and 38% of the full Board.
In respect of succession planning and maintaining the skill set of
the Board, there is an established procedure for the appointment
of new Directors and Senior Executives. The Nomination and
Governance Committee considers the set of skills and experience
required as well as the Company’s targets on Board diversity.
External search agencies are engaged to assist where appropriate.
The Company also has a formal policy with respect to the
appointment of new Independent Non-Executive Directors (other
than those nominated by the Society). Further information on
appointments to the Board and succession planning can be found
on pages 121 to 125.
Induction
The Company puts full, formal and tailored induction
programmes in place for all of its new Directors. While Directors’
backgrounds and experience are taken into account, the
induction programme is aimed to be a broad introduction to the
Group’s businesses and its areas of significant risk. Directors
receive comprehensive briefing documents on the Group, its
operations and their duties as a Director and are also given
presentations by senior management. In addition, they are
encouraged to visit sites and meet with local management.
Induction programmes are usually completed within the first six
months of a Director’s appointment and the Group Secretary
and Head of Investor Relations provides assistance and support
throughout the induction process. The programmes are reviewed
regularly to consider Directors’ feedback and are continually
updated in line with best practice.
Glanbia plc | Annual Report and Financial Statements
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Gabriella Parisse joined the Board on 1 June 2023 and received
an extensive and thorough induction involving one-to-one
meetings with the Group Chairman, the then Group Managing
Director, the Chief Financial Ocer and other members of senior
management from various Group functions including Group
Finance, Group Treasury, Group Tax, Group HR and Group IT.
In June 2023, Gabriella met with each member of the Group
Operating Executive team as part of her induction process and
visited a number of the Group’s manufacturing plants in the US and
met with US based senior leaders within GPN and GN.
Board development
The Group Chairman regularly encourages the Non-Executive
Directors to update their skills, expertise and knowledge
of the Group in order to carry out their responsibilities to a
high standard. This is achieved by regular presentations at
Board meetings from senior management on matters of
significance. During the year the Board and Committees received
presentations from the Group Chairman, the Executive Directors,
the Chairs of each of the Committees, the CEOs of both GPN
and GN and heads of the various Business Units and corporate
functions. In 2023, the Board undertook updated training on the
Market Abuse Regulation and participated in cyber security
training, delivered by an external agency with significant
experience in the area.
In addition to the induction programme that all Directors
undertake on joining the Board, an ongoing programme of
Director development has been established. For example, it is the
practice of the Board to visit key Business Unit locations each year
to provide Directors with the opportunity to meet local teams,
see operations on the ground and have presentations on current
operations, projects, future plans and strategy. Opportunities to
visit our operations globally and learn more about the business
continues to be very important and valuable for the Board, and for
new Board members in particular, as they provide our Directors
with the opportunity to understand operations, performance
and challenges in a regional context. Board members also get
the opportunity to meet with local employees in dierent roles
at dierent levels of seniority and from varying backgrounds. In
2023, the Board met with leadership teams from the GPN and GN
segments and visited key channels of GPN. The Board also toured
a GN production facility in the US in June 2023.
This aspect of Board visits provides real insight into the culture
and operation of the business. These visits also aord Directors
the opportunity to meet face-to-face with regional management
and employees and develop deeper insights into the quality of
our current senior management and the potential for succession.
It also helps the Directors to actively embed the values of Glanbia
across the Group’s key locations.
“My induction to the Glanbia
Board has been comprehensive
and informative.”
Gabriella Parisse
Non-Executive Director
Governance in action
New Director Induction
Gabriella Parisse was appointed to the Board on 1 June
2023. Following her appointment, Gabriella underwent
a formal induction programme which was tailored to
her individual requirements and included the below
induction activities.
Induction activities
• Provision of a detailed information pack including
key corporate governance policies, Board papers,
financial and strategic documents and information
on Directors’ duties, responsibilities and regulatory
obligations.
• Meetings with all members of the Group Operating
Executive.
• Meetings with the Group Chairman, the Senior
Independent Director and the Chairs of the
Remuneration Committee and the Audit
Committee.
• Meetings with functional leaders on matters such
as Board and corporate governance, corporate
development, internal audit, strategy, investor
relations, human resources and sustainability.
• Meetings with business leaders of Glanbia
Performance Nutrition and Glanbia Nutritionals to
obtain an overview of each business.
• Site visits to see first-hand the Group’s operations
while engaging with employees and senior
management.
Glanbia plc | Annual Report and Financial Statements
The Group Secretary and Head of Investor Relations in
conjunction with Glanbia’s advisers, monitor legal and
governance developments and Directors are regularly
provided with updates on corporate governance, legislative
and regulatory issues, and an annual update is circulated and
presented to the Nomination and Governance Committee. As
part of their annual performance review, Directors are given the
opportunity to discuss their own training and development needs
and our Directors can avail of external courses.
Relationship with the Society and independence
Avonmore Foods plc and Waterford Foods plc merged in 1997
to form Glanbia plc, the Company. At the same time, their
respective major shareholders also merged to form the Society.
The Society held a substantial shareholding (over 30%) in the
Company until 13 September 2022 when their holding was
reduced below 30%. In accordance with Listing Rule 6.1.7 of
Euronext Dublin/Listing Rule 6.5.4R of the United Kingdom
Financial Conduct Authority (“FCA”), the Company and the
Society entered into a relationship agreement in 2014 clarifying
the right of the Society to nominate Directors to the Board of the
Company and the intention of the Company and the Society to
comply with the independence provisions/undertakings set out
in Listing Rule 2.2.15 of Euronext Dublin and 6.5.4R of the FCA (the
“Independence Provisions”). When the Society’s holding in the
Company fell below 30% on 13 September 2022, the Relationship
Agreement terminated in part but the provision providing for
the right of the Society to appoint Non-Executive Directors
remained. The Group continues on an interim basis to provide
certain corporate, shared services, IT and Group purchasing
services to Tirlán to allow for the complexity of separating shared
support environments.
The Board and the Nomination and Governance Committee is
of the view that all Non-Executive Directors demonstrate the
essential characteristics of independence and bring independent
challenge and deliberations to the Board. Notwithstanding
this, the Non-Executive Directors nominated by the Society are
not counted by the Board as being independent solely for the
purposes of the Codes. An explanation of the basis for this belief
is set out in the Nomination and Governance Committee Report
on page 125.
The Group has robust procedures in relation to conflicts of
interest. Directors, upon their appointment are advised of their
duty to declare their conflicts and are requested to declare their
general interest in any entity in which they are to be regarded as
interested in any contract which may, after their appointment, be
made with that entity.
Board review
A key component of good governance and board eectiveness
is an annual review to ensure that the Board, its Committees
and Board members are continuing to operate and perform
eectively. The Group has established a formal process for the
annual review of the performance of the Board and its principal
Committees, including a triennial external review. The external
review supplements our existing internal Board performance
review processes.
This year, our Board review was an external one in line with our
agreed three-year cycle. An external professional reviewer,
Board Excellence, was engaged, following a competitive tender
process, to facilitate the external reviews of the Board and its
Committees. The purpose of the external review was to provide
the Board with greater insights into its performance and to
identify potential opportunities to improve performance and
eectiveness. Board Excellence had no connection with the
Group or any of the Directors.
Review process
The process that was followed for the 2023 review and the
conclusions of the review are set out on the opposite page.
Corporate Governance Report continued
Composition, succession and review continued
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Findings
The review identified that the overall standards of corporate
governance and stewardship at Glanbia are exemplary. It
highlighted numerous aspects where the Board is working
well, in particular, the eectiveness of the chairmanship of
both the Board and the Committees, the commitment of all
Directors to their responsibilities, the structure and depth
of financial performance reporting and the importance
given to particular aspects of risk management and cyber
security.
The review indicated that the Board is engaged, committed
and eective in discharging its responsibilities with a
collegiate and transparent culture and noted the positives
from the strength of diversity on the Board. Relations with
senior management allow for constructive robust challenge
and meaningful debate on key issues. The Group Chairman
plans to build in further opportunities to capture Board
feedback throughout the year in 2024.
A review of the performance and eectiveness of each
of the Board’s Committees was also undertaken as part
of the external review, covering their terms of reference,
composition, procedures, contribution and eectiveness.
All Committees enjoy a broad representation of members
from across the Board, deal with appropriate matters of
relevance and substantially ease the burden of specific
matters or areas on the Board as a whole.
The review process is also an opportunity for further
evolution and development of the Board by building on the
positive areas and focusing on the key recommendations
to drive sustained improvement in the Board eectiveness,
governance and performance. Following the presentation
of the evaluation report, the Board agreed to address the
following findings:
– improved strategy collaboration and oversight between
the Group Operating Executive and the Board;
– continued focus on Board succession planning and talent
development; and
– further refinement of Board materials.
In 2024, an internal review facilitated by the Group
Chairman will be conducted, focusing on progress against
the key objectives highlighted by the external review.
Questionnaire
Each Board member and key
contributors to the Board and
Committees completed a detailed
online confidential questionnaire
produced by Board Excellence.
Review
Board Excellence conducted
a detailed review of the Board
and Committee materials and
key governance policies and
procedures.
Observation
Board Excellence observed an
in-person Board meeting and
Committee meetings.
Interview
Board Excellence held individual
meetings with each Director, the
Group Secretary and Head of
Investor Relations and a number
of other senior leaders.
Report
The final review report and
presentation was shared with the
Board. The report contained a
number of recommendations for
consideration by the Board.
Analysis
Questionnaire responses were
collated and analysed by Board
Excellence. All responses were
anonymised.
Scope
The Group Chairman, Group
Secretary and Head of Investor
Relations and Deputy Group
Secretary met with Board
Excellence to agree the scope
and process of the review.
Board review in practice
Seven step Board review model
Glanbia plc | Annual Report and Financial Statements
Individual Directors’ review
Executive Directors’ variable pay is tied to their personal
contribution to organisational eectiveness and as such both
the Chief Executive Ocer and the Chief Financial Ocer are
subject to rigorous review each year. The Chief Executive Ocer
sets the strategic performance objectives for the Chief Financial
Ocer and the Chief Executive Ocer’s strategic objectives are
set by the Group Chairman in conjunction with the Remuneration
Committee. All strategic objectives are then agreed with
the Remuneration Committee which monitors the Executive
Directors’ progress throughout the year. More details can be
found in the Remuneration Committee report.
The performance of the Group Chairman is reviewed internally
each year by the Board (in the absence of the Group Chairman),
led by the Senior Independent Director. In 2023 the Board
conducted a review of the Chairman’s performance and noted
that the Group Chairman is very committed to his role and
is always available to Directors and stakeholders. The Board
acknowledged the Group Chairman’s understanding of the
Group and his ambition to drive the business forward.
Subject to the right of the Society to nominate Non-Executive
Directors, the Non-Executive Directors are appointed for
an initial three-year term unless otherwise terminated
earlier by and at the discretion of either party upon written
notice. Continuation of their appointment(s) is contingent on
satisfactory performance and election or re-election at each
AGM. Additionally, all new Independent Non-Executive Directors,
and any re-appointments, will be subject to a rigorous review by
the Nomination and Governance Committee after each three-
year term and annually after six years.
Election or re-election of Directors
In accordance with the Code, all of the Directors are subject to
annual re-election by shareholders. Accordingly, each of the
Directors will seek election or re-election at the 2024 AGM.
The Group Chairman has confirmed that each of the Directors
who are seeking election or re-election continue to be eective
members of the Board and demonstrate their commitment
to their responsibilities. The Directors bring extensive senior
leadership experience, strategic commercial business acumen,
wide ranging operational experience and strong understanding
of global capital markets and major transactions. The Board
believes that the considerable and wide-ranging experience
and perspective of the Directors will continue to be invaluable
to the Company and its long-term sustainable success and
recommends their election or re-election.
Corporate Governance Report continued
Composition, succession and review continued
Diversity representation as at 30 December 2023
The following tables set out the information required to be disclosed under Provision 23 of the Code and UK Listing Rule 9.8.6R(10) as set
out in Annex 2 to UK LR 9, as at 30 December 2023. For the purposes of these tables, executive management is as defined in the Listing
Rules, being the executive committee or the most senior executive or managerial management body below the Board (or where there
is no such formal committee or body, the most senior level of managers reporting to the Chief Executive Ocer, including the company
secretary but excluding administrative and support sta). For Glanbia, this is the Group Operating Executive and the Group Secretary
and Head of Investor Relations. Collection of data was done on the basis of self-reporting from each Board member and member of
executive management.
In accordance with the Relationship Agreement, the Society nominates 3 of the Company’s thirteen Board members. The current
percentage of women on the Board (excluding the Directors nominated by the Society) is 50% (60% as at 30 December 2023).
Gender identity
Number of
board members
Percentage of
the board
Number of
senior positions
on the board
(CEO, CFO, SID
and Chair)
Number in
executive
management
Percentage
of executive
management
Men 7 54% 2 5 71%
Women 6 46% 2 2 29%
Not specified/prefer not to say – – – – –
Ethnic background
Number of
board members
Percentage of
the board
Number of
senior positions
on the board
(CEO, CFO, SID
and Chair)
Number in
executive
management
Percentage
of executive
management
White British or other White
(including minority-white groups)
13 100% 4 7 100%
Mixed/Multiple Ethnic Groups – – – – –
Asian/Asian British – – – – –
Black/African/Caribbean/Black British – – – – –
Other ethnic group, including Arab – – – – –
Not specified/prefer not to say – – – – –
Glanbia plc | Annual Report and Financial Statements
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Audit, risk and internal control and remuneration
Audit, risk and internal control
Risk management and internal control
Eective risk management underpins our operating, financial
and governance activities. The Board continues to place
particular emphasis on monitoring both principal and emerging
risks and regularly monitors the risk management framework
to ensure risks are being appropriately mitigated and new risks
identified.
While the Board has ultimate responsibility for determining the
Group’s risk profile and risk appetite, the Board has delegated
responsibility for reviewing the design and implementation of
the Group’s risk management and internal control systems to the
Audit Committee.
These systems are designed to manage, rather than eliminate,
the risk of failure to achieve business objectives and provide
reasonable, but not absolute, assurance against material
misstatement or loss. During the year, the Board considered the
Group’s key risk reports and received updates from the Chair of
the Audit Committee on the programme of risk presentations
from key risk managers across the Group. This work provided a
comprehensive insight into how key risk exposures are managed
and better informs the Board in its evaluation of progress against
strategic objectives of the business.
The Board and management are satisfied that appropriate
risk management and internal control systems are in place
throughout the Group. The Risk Management Report is contained
on pages 72 to 85.
Going concern
Glanbia’s business activities, together with the main factors likely
to aect its future development and performance, are described
in the Strategic Report on pages 1 to 85.
After due consideration and review, the Directors have a
reasonable expectation that the Group has adequate resources
to continue in operational existence for a period of at least 12
months from the date of approval of the Financial Statements.
The Group therefore continues to adopt the going concern basis
in preparing its Financial Statements. The full Going Concern
Statement is contained on page 84.
Long-term viability statement
In accordance with the Code and Listing Rule 6.1.82(3) of Euronext
Dublin Listing Rules, the Directors have assessed the viability
of the Group and its ability to meet its liabilities as they fall due
over a period extending to 2026, taking into account the Group’s
current financial position, the Group’s strategy and business
model and the potential impact arising from the principal risks
and uncertainties. The factors considered in assessing the long-
term prospects are detailed on pages 84 to 85.
Having considered these factors, the Board assessed the
prospects and viability of the Group in accordance with the Code
requirements. The Board has a reasonable expectation that the
Group will be able to continue in operation and meet its liabilities
as they fall due over the period of the assessment. The full
viability statement is contained on pages 84 to 85.
Fair, balanced and understandable
The Directors have concluded that the Annual Report and
Financial Statements, taken as a whole is fair, balanced and
understandable and provides the information necessary for
shareholders to assess the Group and the Company position,
performance, business model and strategy. This evaluation was
supported by the Audit Committee as outlined in its Report on
pages 111 to 112.
Adequate accounting records
The Directors are responsible for keeping adequate accounting
records that are sucient to correctly record and explain the
transactions of the Company or enable, at any time, the assets,
liabilities, financial position and profit or loss of the Company
to be determined with reasonable accuracy, enable the
Directors to ensure that the Financial Statements comply with
the Companies Act 2014, and, as regards the Group Financial
Statements, Article 4 of the IAS Regulation, enable those
Financial Statements to be audited. The Directors, through
the use of appropriate procedures and systems, have also
ensured that measures are in place to secure compliance with
the Company’s and the Group’s obligation to keep adequate
accounting records. These accounting records are kept at
Glanbia House, Kilkenny, R95 E866, Ireland, the registered oce
of the Company.
Accountability and audit
Directors’ responsibilities for preparing the Financial Statements
for the Company and the Group are detailed on pages 166.
The Independent Auditor’s Report details the respective
responsibilities of Directors and the statutory auditor.
Statutory Auditor
The statutory auditor, Deloitte Ireland LLP, continues in oce
in accordance with section 383(2) of the Companies Act 2014.
Deloitte (who was succeeded by Deloitte Ireland LLP) was
originally appointed on 27 April 2016.
Disclosure of information to statutory auditor
In accordance with the provisions of section 330 of the
Companies Act 2014, each of the persons who are Directors of
the Company at the date of approval of this Report confirms
that:
• so far as the Director is aware, there is no relevant audit
information (as defined in the Companies Act 2014) of which
the statutory auditor is unaware; and
• the Director has taken all the steps that he/she ought to have
taken as a Director to make himself/herself aware of any
relevant audit information (as defined) and to ensure that the
statutory auditor is aware of such information.
Remuneration
The Remuneration Committee’s agenda continued to apply
focus to the key matters of Group and individual Executive
Director performance and the consideration of appropriate
targets for 2024 and beyond. Our aim is to ensure that our
remuneration policies and practices remain competitive within
our industry to attract, retain and motivate high quality and
committed people who are critical to the future development
and growth of the Group.
Details of – Remuneration Policy and the work of the
Remuneration Committee can be obtained in the Remuneration
Report.
Glanbia plc | Annual Report and Financial Statements
Compliance statements
Directors’ compliance statement
It is the policy of the Company to comply with its relevant
obligations (as defined in the Companies Act 2014). The Directors
have drawn up a compliance policy statement as defined in
section 225(3)(a) of the Companies Act 2014. Arrangements
and structures have been put in place that are, in the Directors’
opinion, designed to secure a material compliance with the
Company’s relevant obligations. These arrangements and
structures were reviewed by the Company during the financial
year. As required by section 225(2) of the Companies Act
2014, the Directors acknowledge that they are responsible for
the Company’s compliance with the relevant obligations. In
discharging their responsibilities under section 225, the Directors
relied on the advice of third parties whom the Directors believe
have the requisite knowledge and experience to advise the
Company on compliance with its relevant obligations.
Corporate governance statement
During 2023 the Group was subject to the Codes. Our Corporate
Governance Statement can be found on page 89.
The Financial Reporting Council (“FRC”) is responsible for the
publication and periodic review of the Code, which can be found
on the FRC website: www.frc.org.uk
Euronext Dublin is responsible for the publication and periodic
review of the ISE Annex, which can be found on the Euronext
website: www.euronext.com
Our approach to corporate governance and how we apply the
principles of the Codes is set out in this Corporate Governance
Report, the Board and senior management section, the non-
Financial Reporting Statement, Task Force on Climate-Related
Financial Disclosures Report and the Risk Management
Report (all of which are deemed to be incorporated in
this Corporate Governance Report). The Reports from the
Chairs of the Audit, ESG, Nomination and Governance and
Remuneration Committees highlight the key areas of focus for,
and the background to, the principal decisions taken by those
Committees, which form an integral part of our governance
structure. A fair, balanced and understandable assessment of
the Group’s position and prospects is set out in the Strategic
Report on pages 1 to 85. The Strategic Report also includes
other important information relating to Governance including
our approach to People, Sustainability and Stakeholders. Other
Statutory Information contains certain other information
required to be incorporated into this Corporate Governance
Statement. All of these statements are deemed to be
incorporated in the Corporate Governance Statement.
UK Corporate Governance Code pages
Board Leadership and Company Purpose 88-100
Division of Responsibilities 101
Composition Succession and Review 102-106
Audit Risk and Internal Controls 107, 109-115
Remuneration 126-149
Irish Corporate Governance Annex pages
Board Composition 102-106
Board Appointments 102-106
Board Review 105
Board Election or Re-election 106, 150
Audit Committee 109-115
Remuneration 126-149
Section 1373 Companies Act 2014 pages
Applicable Codes 89
Departures from the Codes 89
Risk Management and Internal Control 72-85, 112-113
Takeover Regulations 150-151
Shareholder Information 261-264
Board and Committees 86-149
Corporate Governance Report continued
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Paul Duffy
Audit Committee Chair
Committee members and Committee tenure
Appointed to
the Committee
Number of full
years on the
Committee
P Duffy (Chair) 17 Jun 21 2
J Lodge 20 Jan 21 3
I Haaijer 17 Aug 22 1
K Underhill 17 Aug 22 1
See pages - for more information on current Audit Committee members.
Audit Committee Report
Terms of reference
The full terms of reference of the Audit
Committee can be found on the Group’s
website: www.glanbia.com or can be
obtained from the Group Secretary and
Head of Investor Relations.
Key responsibilities
Protecting the interests of shareholders
by monitoring the integrity of corporate
and financial reporting, internal control,
risk management and audit quality.
Reviewing and reporting to the Board the
significant financial reporting issues and
judgements made in preparing the
Group’s Financial Statements, interim
reports, and related formal statements.
Reviewing the appropriateness and
consistency of the accounting policies
applied in preparing the Group’s
Financial Statements.
Advising the Board whether the Annual
Report and Financial Statements, is fair,
balanced and understandable and
provides the information for shareholders
to assess the Group’s position and
performance, business model and
strategy.
Assisting the Board in its responsibilities
in monitoring and reviewing the
effectiveness of the Group’s systems of
risk management and internal control
and assessing the emerging and principal
risks facing the Group.
Reviewing reports from specialist
functions to identify issues that may have
a material impact to the Group.
Monitoring key initiatives aimed at
enhancing the Group’s IT and cyber
security capabilities and actively
engaging in the refinement of the Group’s
ESG disclosure requirements.
Advising the Board of any material
uncertainties that may impact the
Group’s ability to continue as a going
concern and the appropriateness of the
Group’s long-term viability statement.
Overseeing the statutory auditor
relationship in line with the Group Auditor
Relationship and Independence Policy.
Approving the statutory auditor’s terms
of engagement and remuneration.
Making recommendations to the Board in
relation to the appointment, re-
appointment and removal of the Group’s
statutory auditor.
Monitoring the operation and reviewing
the effectiveness of the Internal Audit
function.
Assessing the Group’s procedures for
fraud prevention and detection and
supporting the Board in assessing the
Group’s whistleblowing arrangements.
Maintaining effective
control oversight
Allocation of time
Financial and corporate governance activities
Statutory Auditor
Risk management and internal controls
Internal Audit
Other
Glanbia plc | Annual Report and Financial Statements
Dear shareholder,
As Chair of the Audit Committee, I am
pleased to present the Committee’s
report for the year ended 30 December
2023. This report provides an overview
of the Committee’s principal activities
during the year, its role in ensuring
the integrity of the Group’s published
financial information and an outline of
the Committee’s priorities for the year
ahead.
Responsibilities
The Audit Committee is responsible for
monitoring the integrity of the Group’s
Financial Statements and for assisting
the Board in determining that the Annual
Report and Financial Statements,
taken as a whole, is fair, balanced
and understandable and provides the
information necessary for shareholders
to assess the Group’s position and
performance, business model and
strategy. The work performed in this
regard and our engagement with the
statutory auditor is detailed on pages 111
to 115.
The Audit Committee also supports
the Board in monitoring and reviewing
the eectiveness of the Group’s risk
management and internal control
systems and for ensuring a robust
assessment of the emerging and principal
risks facing the Company is performed.
The Audit Committee, together with the
Board, are closely monitoring the key risks
that could materially and adversely aect
the Group’s ability to achieve its strategic
objectives, particularly those whose
probability of occurrence and extent of
impact are elevated by the consequences
of the ongoing macroeconomic
uncertainty and escalating geopolitical
tensions.
During the year, the Group has identified
and assessed our climate-related
risks and opportunities and continue
to monitor and embed the identified
impacts within our governance,
operations and strategic model and
risk management system. The progress
and approach taken is consistent with
the recommendations of the TCFD
and the UK FCA’s Listing Rule 9.8.6R
requirements. These are discussed in
detail in the TCFD Report on pages
64 to 70. The Audit Committee has
also assessed with management the
impact of climate-related matters on
the Group’s Financial Statements (see
Note 2). The Audit Committee actively
oversees the regulatory environment to
ensure the Group provides stakeholders
with consistent, comparable and reliable
information on ESG matters. The Audit
Committee continues to monitor the
Group’s preparation to comply with the
upcoming mandatory ESRSs applicable
to Glanbia.
Engagement
In fulfilling its key oversight
responsibilities, the Audit Committee
engaged regularly with management,
Group Internal Audit (“GIA”) and the
statutory auditor to ensure timely and
accurate information was consistently
provided to the Audit Committee. Our
engagement with the GIA function and
the statutory auditor is detailed on pages
113 and 115 together with an explanation
of how the Audit Committee has reviewed
and monitored the independence,
objectivity and eectiveness of the
external audit and the appropriateness
of the provision of non-audit services to
the Group in line with the Group Auditor
Relationship and Independence Policy.
The Audit Committee is satisfied, based
on the evidence obtained throughout
the external audit process, including its
review of the key audit risk areas, and the
work undertaken by the statutory auditor
to address those risks, that a robust,
eective and ecient process is evident
across the Group.
Audit tender
While the Committee is satisfied that
the current statutory auditor is both
independent and objective, regulations
require the mandatory rotation of the
auditors of public interest entities (“PIEs”)
at least every 10 years. Deloitte Ireland
LLP will reach this 10 year limit in April
2026. As such, the Audit Committee
considers that it is appropriate to initiate
a tender process in 2024 in order to
prepare for an appropriate transition.
Priorities for
The Audit Committee’s key priorities for
2024 include:
• ensuring the Group’s Financial
Statements are accurate and
reflect the balanced and consistent
application of financial and non-
financial reporting requirements;
• providing independent challenge and
oversight of areas of key judgement or
estimation;
• maintaining focus on impairment testing
methodology, inputs, assumptions,
sensitivity analysis and results;
• monitoring the progress made
by management on the planned
implementation of a new financial
consolidation technology in 2024
which will be completed in 2025;
• overseeing the processes in place
to ensure eective oversight of ESG
activities and other non-financial
disclosures;
• monitoring the Group’s principal risks
and uncertainties including potential
negative ripple eects of continued
economic uncertainty exacerbated by
the escalating geopolitical tensions,
rapidly accelerating technological
changes, and possible slowdown in
consumer demand;
• receiving direct presentations from
management to ensure that eective
risk management processes are
implemented to address key risk
areas in a manner consistent with the
Group’s risk appetite;
• overseeing the audit tender process;
• considering the impacts of the recently
revised UK Corporate Governance
Code and its potential impact on
Glanbia processes and internal
controls;
• maintaining oversight on the
challenges posed by geopolitical
tensions and impending election
cycles and their potential impact on
our business, principal risks, cash flow,
accounting disclosures and financial
controls; and
• ensuring that robust due diligence is
performed, acquisition integration is
closely monitored and post completion
reviews are conducted for all material
investments.
Review of Audit Committee performance
The Audit Committee assessed its
performance covering its terms of
reference, composition, procedures,
contribution, and eectiveness. As a
result of that assessment, the Board
and Audit Committee are satisfied that
the Audit Committee is functioning
eectively and continues to meet the
requirements of its terms of reference.
This view was supported by the external
review of the Board and its Committees.
On behalf of the Audit Committee
Paul Duffy
Audit Committee Chair
Audit Committee Report continued
Glanbia plc | Annual Report and Financial Statements
STRATEGIC
REPORT
GOVERNANCE
FINANCIAL
STATEMENTS
OTHER
INFORMATION
Governance
Committee membership
The Audit Committee was in place
throughout 2023. At present, the
Audit Committee is comprised of four
Independent Non-Executive Directors,
Paul Duy (Chair of the Audit Committee),
Jane Lodge, Ilona Haaijer and Kimberly
Underhill. Two members constitute a
quorum. The Group Secretary and Head
of Investor Relations acts as secretary to
the Audit Committee.
Membership is reviewed annually by the
Chair of the Audit Committee and the
Group Chairman who recommend new
appointments to the Nomination and
Governance Committee for consideration
and onward recommendation to the Board.
The Board is satisfied that the Audit
Committee, as a whole, meets the
requirements for recent and relevant
financial experience, as set out in the
UK Corporate Governance Code 2018.
The Board is also satisfied that the Audit
Committee, as a whole, has competence
relevant to the sector in which the Group
operates including a wide range of skills,
expertise and experience in financial
and commercial matters arising from
the senior positions they hold or held in
other organisations as set out in their
biographical details on pages 90 and 91.
Given the evolving ESG regulatory
environment, an ESG training session was
delivered to the members of the Audit
and ESG Committees in January 2024
focused on ESG reporting obligations
and Committee responsibilities under the
current and future regulatory landscape.
Meetings
The Audit Committee meet with the
statutory auditor, without other executive
management being present, on an
annual basis to discuss any issues which
may have arisen in the year under review.
This meeting was held in February
2024 to review the findings from the
audit of the 2023 Financial Statements.
The Group Head of Internal Audit also
has direct access to the Chair of the
Audit Committee. After each Audit
Committee meeting, the Chair of the
Audit Committee reports to the Board on
the key issues which have been discussed.
The allocation of time across each of the
key Audit Committee activities is set out
on page 109.
The Audit Committee met eight times
during the year ended 30 December
2023. The Chief Executive Ocer, Chief
Financial Ocer, Group Secretary
and Head of Investor Relations, Group
Head of Internal Audit, Group Financial
Controller and representatives of the
statutory auditor are invited to attend
all meetings of the Audit Committee.
Where required other key executives or
members of the senior management
team are invited to attend meetings
and individuals with specialist technical
knowledge when required to provide a
deeper insight on agenda items related
to the Group’s principal risks. Training
was also delivered to the Committee
members focused on ensuring the
eective operation of the Audit
Committee in line with its duties from a
statutory basis as well as the Irish and UK
listing requirements.
Audit Committee key activities
Financial reporting and significant
financial judgements
As part of the Audit Committee’s
role, the Committee reviewed the
Interim Management Statements,
the Interim and Annual Consolidated
Financial Statements and all formal
announcements relating to these
statements before submitting them to
the Board with a recommendation to
approve. These reviews were focused on
but not limited to:
• the appropriateness and consistency
of application of accounting policies,
practices and proposed disclosures;
• compliance with financial reporting
standards and corporate governance
requirements including compliance
with climate-related disclosures;
• reviewing the application of the
transition from a euro presentation of
consolidated financial statements to a
US dollar presentation in 2023; and
• significant areas in which estimation
or judgement had been applied in
the preparation of the Financial
Statements.
The GIA team contribute to the assurance
process by reviewing compliance with
internal control processes including the
review of the Group’s internal financial
controls. The statutory auditor presents
its findings to the shareholders as the
owners of the business, and its report can
be found on pages 169 to 179.
As outlined in our accounting policies
on page 187, the Group has adopted an
income statement format that seeks
to highlight significant items within the
Group results for the year (“exceptional
items”). Judgement is applied by the
Directors in assessing the particular
items which by virtue of their scale and
nature should be disclosed in the Income
Statement and Financial Statement
notes as exceptional items. Several
significant items have been highlighted
as exceptional items in both 2022
and 2023 and the Audit Committee is
satisfied that this is appropriate and
consistent with the Group’s policy in
this area. The table on page 114 sets out
the 2023 significant financial reporting
judgements and disclosures and how
the Audit Committee addressed these
matters.
The Audit Committee considered the
Directors’ Responsibility Statement
and the Group’s principal risks and
uncertainties within the 2023 Annual
Report and Financial Statements and the
half-year results and were satisfied with
the adequacy of the disclosures.
Geopolitical risk
The Audit Committee has supported
the Board in closely monitoring the
risks associated with the escalating
geopolitical tensions particularly the
ongoing war in Ukraine, the conflict in the
Middle East and tensions between China
and Taiwan where any potential conflict,
economic sanctions or trade rulings
could impact the growth objectives
of the Group. To date, there has been
no material impact to the Financial
Statements arising from these conflicts,
however this is being maintained under
review as the year progresses. The Audit
Committee together with the Board
are also monitoring the impending
elections in the US and our other core
international locations that could bring
short-term uncertainty and instability
in the markets in which we operate.
The impact of the above on the Group’s
principal risks is discussed in the Risk
Management Report and principal risks
and uncertainties on pages 72 to 83.
Fair, balanced and understandable
At the request of the Board, the Audit
Committee reviewed the contents of the
Annual Report and Financial Statements
to ensure that when taken as a whole, it is
fair, balanced and understandable, and
provides the information necessary for
shareholders to assess the company’s
position, performance, business
model and strategy. In satisfying this
responsibility the Audit Committee
considered the following:
• the documented process and timelines
for the coordination, preparation
and review of the Annual Report and
Financial Statements;
• a dedicated project manager was in
place to drive adherence to deadlines,
reporting standards and consistency
Glanbia plc | Annual Report and Financial Statements
and this is aligned with the external
audit process undertaken by Deloitte
Ireland LLP;
• the senior finance management and
executive team review and approval
procedures;
• the key process milestones, to ensure
the draft Annual Report and Financial
Statements were available to the
Audit Committee in sucient time
to facilitate adequate review and
eective challenge at the meeting;
• management presented a detailed
report to the Audit Committee
outlining the process by which they
assessed the narrative, financial
sections and disclosures of the
2023 Annual Report to ensure that
the criteria of fair, balanced and
understandable has been achieved;
• together with the ESG Committee,
disclosures on ESG related matters
including the TCFD report and other
climate disclosures were discussed in
detail; and
• the eectiveness of the key features of
internal control.
Having considered the above, in
conjunction with the regular updates
the Audit Committee receives from
management and the reports received
from the statutory auditor, Deloitte
Ireland LLP, the Committee confirmed
to the Board that the Annual Report and
Financial Statements, taken as a whole,
is fair, balanced and understandable and
provides the information necessary for
shareholders to assess the Group and
the Company position, performance,
business model and strategy.
Going Concern and Viability Statements
The Audit Committee reviewed the draft
Going Concern and Viability Statements
prior to recommending them for approval
by the Board. These statements are
included in the Risk Management report
on pages 84 and 85. This review included
assessing the eectiveness of the process
undertaken by the Directors to evaluate
going concern, including the impacts
of the current environment of economic
uncertainty and any significant impacts of
climate risks, and the analysis supporting
the Going Concern Statement and
disclosures in the Financial Statements.
The Audit Committee and the Board
consider it appropriate to adopt the going
concern basis of accounting with no
material uncertainties as to the Group’s
ability to continue to do so.
The Audit Committee also reviewed the
Long-term Viability Statement which is
supported by the work conducted in the
strategy and budget review in December
2023 and the Board’s ongoing review
of monthly and year-to-date business
performance versus budget and forecast.
Further detail is provided within the
Viability Statement on pages 84 and 85.
Directors’ Compliance Statement
The Audit Committee considered the
requirements of the Irish Companies
Act 2014 in relation to the Directors’
Compliance Statement and received a
report from senior management on the
review undertaken during the financial
year of the compliance structures and
arrangements in place to ensure the
Company’s material compliance with its
relevant obligations. On the basis of this
review, the Audit Committee confirmed
to the Board that it is satisfied that
appropriate steps have been undertaken
to ensure that the Company is in material
compliance with its relevant obligations.
Risk management and internal control
systems
The Audit Committee receives regular
Group key risk summary reports,
prepared by the Internal Audit team,
tracking residual key risk exposures which
allows the Audit Committee to assess
the appropriateness of management’s
action plans to ensure the Board’s risk
appetite is not exceeded and to remain
alert to emerging risks as they are
identified through the review process.
The Risk Management Report on pages
72 to 85 sets out the detailed steps in the
process and the Group’s principal risks.
The Audit Committee’s risk management
focus during 2023 included:
• reviewing and approving the
assessment of the principal risks and
uncertainties that could impact the
achievement of the Group’s strategic
objectives as outlined on pages 76 to
83;
• continued focus on developing a
detailed understanding of the risks
within each of the core functions, our
improvement opportunities and areas
of emerging risk exacerbated by the
escalating geopolitical tensions and
macroeconomic uncertainty;
• receiving risk presentations from a
number of Group functional leads, in
particular Group IT on the progress
of the Group’s IT strategy and its
response to cyber security risks. Cyber
security remains a major focus for
the Audit Committee given the ever-
increasing risks in this area at a global
level. The Audit Committee received
updates on information security
matters from Group IT. The Chair of the
Audit Committee updated the Board
on the IT discussions on each occasion;
• reviewing the disclosures in relation to
the scenario analysis that was carried
out for each of the material climate-
related risks and opportunities as
outlined in the TCFD and the progress
that the Group is making on TCFD
recommendations which are disclosed
in detail on pages 64 to 70;
• reviewing Group Finance papers
which considered the impact of
climate change on the Group Financial
Statements which includes details of
the TCFD requirements, as outlined on
pages 64 to 70 and accounting policy
Note 2 to the Financial Statements.
During the year, Group Finance and
the statutory auditors provided the
Audit Committee with regular updates
on the evolving legislative and external
reporting requirements including
double-materiality and climate-
related risk disclosures;
• reviewing and assessing
management’s transition from a euro
presentation of consolidated financial
statements to a US dollar presentation
in 2023 as outlined in the Chief
Financial Ocer’s review on pages
40 to 45 and Note 2 to the Financial
Statements;
• receiving a presentation from the
Group Treasury team on the current
Group financing position following the
completion of the 2022 re-financing
exercises and the broader Group
Treasury risks;
• a consideration of the detailed
Business Unit performance updates
on Group investments and the
impairment review methodology and
outcomes outlined in Note 16;
• receiving updates from management
and the external auditors on
developments with regard to the
recently published revised UK
Corporate Governance Code;
• receiving updates from the Group
Head of Internal Audit outlining areas
of non-compliance with Group policies
and control deficiencies identified
during the year, fraud investigation
reports and management actions to
address the weaknesses noted;
• assessing the Group’s risk
management and internal control
systems in line with the Financial
Reporting Council guidance on risk
management and internal control; and
• reviewing reports from the statutory
auditor in respect of significant
financial accounting and reporting
issues, key matters arising from
the statutory audit together with
management’s plans in place
to address any internal control
weaknesses noted.
Audit Committee Report continued
Glanbia plc | Annual Report and Financial Statements
STRATEGIC
REPORT
GOVERNANCE
FINANCIAL
STATEMENTS
OTHER
INFORMATION
The Audit Committee, having assessed
the above information, is satisfied that
the Group’s systems of internal control
and risk management are operating
eectively and has reported that opinion
to the Board who has conducted its own
review and is also satisfied that these
systems are operating eectively.
Internal audit
To fulfil its responsibilities for monitoring
and reviewing the operation and
eectiveness of the GIA function, the
Audit Committee:
• approved the GIA Charter and annual
risk-based work plan including any
amendments to ensure the plan
remains dynamic to address business
challenges, changes to current and
emerging areas of key Group risks and
the changing business environment;
• ensured that it is adequately resourced
with a strong mix of skills and expertise
capable of conducting eective
internal audits, IT audits and special
investigations;
• satisfied itself that the GIA function
is appropriately resourced and
where additional skills or expertise
are required, the Group Head of
Internal Audit makes the necessary
arrangements to complement the in-
house team;
• reviewed the team’s use of technology
including the audit management
system and data analytics tools,
processes, techniques and plans to
ensure the eectiveness of internal
audit processes and oversight of risks;
• received regular reports from the
Group Head of Internal Audit covering
team development, progress against
the audit plan, amendments required
and best practice risk management
procedures. This included receiving
updates on the activities performed
in line with the quality assurance
and improvement programme policy
(“QAIP”) that is designed to ensure that
GIA performs its work in accordance
with its Charter, which is consistent
with the Institute of Internal Auditors
(“IIA”) International Standards for
the Professional Practice of Internal
Auditing, Definition of Internal Auditing
and Code of Ethics; and
• received an update on the results of
GIA’s internal quality assessment,
prepared as part of the QAIP, which
confirmed that the GIA function
continues to be in general compliance
with the IIA Standards with no material
issues identified. The next external
quality assessment of the GIA function
is not due until 2027, as per the IIA
standards.
GIA refreshed the combined assurance
mapping exercise that was completed in
February 2023 to identify any changes
in potential assurance gaps and avoid
duplication of assurance eort. The
output of the exercise was presented
to the Audit Committee and while it did
not identify any significant improvement
opportunities, it provided greater detail
to allow the Audit Committee to further
progress the Group’s overall assurance
model. GIA also maintained its focus
on principal risks, which included cyber
threat and information security, legal
and regulatory compliance, ESG data
reporting and technology failure.
Audit results are reported to the Audit
Committee to allow the Committee to
have an integrated view on the way risks
are managed.
Management is responsible for ensuring
issues raised by GIA are addressed
within the agreed timeframe, and the
Audit Committee reviews the status of
actions periodically throughout the year
to ensure they are completed on a timely
basis.
The Group Head of Internal Audit
routinely meets with the Chair of the
Audit Committee, to review the meeting
agendas, draft papers and to ensure
that the overall Audit Committee work
plan remains aligned to the current and
emerging areas of key Group risk. Where
required, the relevant Board or Audit
Committee agendas are amended to
include items that require more detailed
consideration, typically by a direct
presentation to the Audit Committee or
Board by the relevant Business Unit or
functional lead.
On the basis of the above, the Audit
Committee concluded that the GIA
function was performing well and is
satisfied that the quality, experience and
expertise of the function is appropriate
for the Group. The Audit Committee
continues to encourage eective
coordination among the internal
assurance providers, external and
internal audit teams to maximise the
benefits from coordinated activities and
ensures that this is in place.
Whistleblowing and fraud
The Board has delegated responsibility
to the Audit Committee for ensuring
that the Group maintains suitable
arrangements for its employees to raise
concerns, in confidence, about possible
wrongdoing in financial reporting and
other matters. These arrangements are
outlined in our Code of Conduct which
is available on the Company’s website
www.glanbia.com and on our Group
intranet. The Audit Committee receives
bi-annual updates from the Group
Secretary and Head of Investor Relations
providing an overview of how concerns
raised are categorised, investigated,
monitored and reported, together with
a review of the main themes, issues and
resolution actions arising. The Group’s
Speak Up Policy is regularly updated
to reflect evolving regulatory and best
practice requirements.
The Group’s Anti-Bribery & Corruption
Policy, Group Code of Conduct, Supplier
Code of Conduct, Slavery and Human
Tracking Statement, Group Human
Rights Policy, Group Animal Welfare
Policy and Anti-Money Laundering &
Counter Terrorist Financing Policy seek
to further strengthen the Group’s fraud
prevention procedures. A training module
to support the Supplier Code of Conduct
was launched in 2023, together with
the continued roll out of the Group’s
Code of Conduct training to employees
on a phased basis. Management also
provided externally facilitated training
on the Group’s Anti-Money Laundering &
Counter Terrorist Financing Policy to the
relevant internal teams during the year.
Management, with the support of
GIA, have formalised and enhanced
the existing fraud risk management
policies and processes, to help ensure a
robust fraud prevention programme is
implemented across the Group. A fraud
risk assessment was completed in 2023
and approved by the Audit Committee
and Board.
The Audit Committee concluded, and
confirmed to the Board, that it was
satisfied that the Group’s whistleblowing
and other fraud prevention and detection
procedures, including the GIA function’s
activities, are adequate and allow for
the proportionate and independent
investigation of such matters and
appropriate follow up action.
Glanbia plc | Annual Report and Financial Statements
2023 significant financial reporting judgements and disclosures
The areas considered and the actions taken by the Audit Committee in relation to the 2023 Annual Report are outlined in the table
below. For each area, following its enquiries, the Audit Committee was satisfied with the key assumptions made, the accounting
treatment applied and the disclosures in the Financial Statements.
Key financial judgement and disclosures How the Audit Committee addressed these matters
Impairment review of goodwill and
intangibles
Judgement decisions largely relate
to the assumptions used to assess
the value-in-use of the CGUs
being tested. These assumptions
typically include short and long-
term business and macroeconomic
projections, cash flow forecasts
and associated discount rates.
• Management provided the Audit Committee with detailed reports to support the recoverable
value of the balances included in Note 16 to the Financial Statements including an overview of
the weighted average cost of capital methodology applied and an analysis of the level of
headroom between the carrying value of the asset and the value-in-use;
• The Audit Committee considered the Group’s cash generating units (“CGUs”) and is satisfied
that the updated CGUs reflect the interdependencies of cash inflows within the Group and how
management monitors operations;
• The Audit Committee reviewed and discussed the reports with management and challenged the
application of management’s methodology, the appropriateness of the assumptions made for
future cash flows, discount rates, terminal values and growth rates, and the achievability of the
business plans with consideration of different scenarios;
• The Audit Committee considered the updates made to assumptions and Financial Statement
disclosures as a result of management’s assessment of the impact of macroeconomic factors
and climate related matters on forecasted business performance and cash flows as disclosed in
Note 16 to the Financial Statements, and the extent of sensitivity disclosures provided;
• The Audit Committee considered the potential impacts of relevant geopolitical tensions,
macroeconomic uncertainty, and climate change on the Group’s businesses and valuation
assumptions; and
• The Audit Committee considered the output from the sensitivity analysis performed at 2023
year-end, and in particular, noted that based on the conclusions of the impairment process
completed, no impairment was identified.
Exceptional items
Judgement decisions relate to the
assessment of the items identified
as being exceptional in nature
and the appropriateness of the
presentation in the Financial
Statements.
• The Audit Committee reviewed the nature of the exceptional items identified and the effectiveness
of the process that requires all exceptional items to be pre-approved. After a detailed review and
consideration of the disclosures, the Audit Committee is satisfied that the treatment is in line with
the Group policy, consistently applied across years and appropriately presented in the Financial
Statements with sufficient detail to allow users of the Financial Statements to understand the
nature and extent of the exceptional items and how they arose. Further details on the exceptional
items identified in 2023 are included in Note 6 to the Financial Statements.
Revenue recognition
Revenue is a risk given the inherent
complexity of IFRS 15 accounting
requirements, the nature of some
customer relationships and the
adjustments recorded to ensure
the basis of year-end rebate
provisions are appropriate.
• Within the GPN segment, revenue is recognised net of rebate, discount, deduction and
allowance claims where the amounts payable can vary depending on the arrangements made
with individual customers and the volume of trade entered into;
• Key areas of focus and challenge from the Audit Committee were in relation to the period-end
close process and the basis of any significant year-end rebate provisions to ensure they were
adequate and appropriate; and
• The Audit Committee considered in detail the changes to the commercial arrangements
associated with the Group’s remaining joint venture partner that will result in a change in
revenue recognition in 2024.
Uncertain tax provisions
Significant judgement is applied
in assessing current and deferred
tax exposures in relation to
the interpretation of local and
international tax laws, tax rates
and treaties relating to the Group’s
uncertain tax provisions.
• The Audit Committee received a presentation from the Chief Financial Officer and the Group
Head of Tax on various tax matters including tax structures and controls, the ongoing
management of the Group’s system of operation, evolving tax legislation and the status or
outcome of any tax authority reviews conducted during the financial period;
• The Audit Committee considered the impact of the Group financing arrangements and the
Group’s compliance with the legislative requirements in this area;
• The Audit Committee received an analysis of movements in the uncertain tax provisions during
the year, reviewed the key judgements in relation to the calculation of the uncertain tax
provisions, the external professional advice obtained to support the provisions and the Financial
Statements disclosure requirements in the current year, including the disclosure of the Group’s
impact assessment of Pillar II; and
• The Audit Committee challenged management on the key judgements and estimates
underpinning both the provisions and disclosures adopted for the most significant components
of the taxation liabilities and the underlying assumptions for the recognition of deferred tax
assets, principally the availability of future taxable profits and the utilisation period.
Audit Committee Report continued
Glanbia plc | Annual Report and Financial Statements
STRATEGIC
REPORT
GOVERNANCE
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STATEMENTS
OTHER
INFORMATION
Review of statutory auditor
The Audit Committee oversees the
relationship with the statutory auditor,
including ensuring that the statutory
audit contract is put out to tender at
least every 10 years. Deloitte (who were
succeeded by Deloitte Ireland LLP) were
appointed as the Group’s statutory
auditor on 27 April 2016 following a formal
tender process in 2015. It is anticipated
that the next audit tender process will
commence in 2024 to help facilitate an
appropriate transition commencing in
2025.
The Audit Committee reviewed the
approach and scope of the annual audit
work to be undertaken by the statutory
auditor, which included planned levels
of materiality, significant risks and
key audit matters, the audit of the
Group’s core financial IT systems, fraud
responsibilities and representations, the
proposed audit fee and the approval of
the terms of engagement for the audit.
The Committee also considered the level
of supervision and review by the Group
audit team in all component audits.
The Audit Committee received a number
of updates from Deloitte Ireland LLP
with regard to the evolving regulatory
requirements for ESG reporting and the
recent corporate governance updates
including:
• ESG’s current landscape and future
developments and the importance
of achieving an appropriate balance
between the climate-related
disclosures in the management
commentary and the disclosures in the
financial statements;
• Accounting and Regulatory
updates (e.g., IAASA, FRC and IFRS
technical updates) and commentary
including the investor and regulator
expectations of corporate reporting;
• Update on International Tax Reform -
Pillar II; and
• the revised UK Corporate Governance
Code.
Independence and objectivity of the
statutory Auditor
To ensure the independence and
objectivity of the statutory auditor, the
Audit Committee:
• maintains and regularly reviews the
Group’s Auditor Relationship and
Independence Policy;
• considers the performance of the
statutory auditor each year;
• monitors the nature and extent of
services provided by the statutory
auditor through an annual review of
fees paid for audit and non-audit work;
• reviews audit partner rotation
requirements and assesses their
independence on an ongoing basis.
In line with regulatory requirements
for listed companies, the statutory
auditor is required to rotate the audit
partner responsible for the Group
audit every five years. The current
audit engagement partner, Emer
O’Shaughnessy was appointed as lead
engagement partner for the Group in
2021;
• considers the results of IAASA’s 2022
Quality Assurance review of Deloitte
Ireland LLP; and
• requests the statutory auditor to
formally confirm in writing that they
are in compliance with relevant ethical
and professional guidance and that,
in their professional judgement, they
are independent from the Group. This
confirmation process also provides
examples of safeguards that may,
either individually or in combination,
reduce any independence threat to an
acceptable level.
Non-audit services
The Glanbia Auditor Relationship and
Independence Policy includes a clearly
defined pre-approval process, subject
to defined monetary thresholds, for
audit and other services, including a
requirement for the business to submit a
formal template setting out the details
of the services requested, the likely fee
level, the rationale for requiring the work
to be carried out by Deloitte Ireland LLP
rather than another service provider and
confirmation that the service requested
is not a prohibited service. The provision
of all non-audit services which are not
prohibited and approved in line with
our policy must be ratified by the Audit
Committee at the following meeting of
the Audit Committee, who also ensures
that the total fees for non-audit services
will not exceed the defined thresholds
and that the defined authorisation
process is followed.
Fees paid to Deloitte Ireland LLP for
audit-related and non-audit related
services are analysed in Note 5 to
the Financial Statements. The Audit
Committee is pleased that this policy
continues to be eectively implemented.
The Audit Committee confirms that the
non-audit related services provided are
considerably below the regulatory cap
on fees for permitted non-audit services
of 70% of average audit fees over a three
year period and were provided with
appropriate safeguards in place.
In summary, the Audit Committee
confirms that the policy continues to be
eectively implemented.
Effectiveness
The Chief Financial Ocer confirmed
that the feedback from the Group and
subsidiary finance executives, who had
the most interaction with Deloitte Ireland
LLP in 2023, remained consistently
positive.
Overall, the Audit Committee remains
satisfied with the eectiveness of the
statutory auditor based on:
• its own interactions with Deloitte
Ireland LLP during Audit Committee
meetings. Deloitte Ireland LLP
attended all the Audit Committee
meetings in 2023 and to date in 2024;
• the quality of planning, delivery and
execution of the audit;
• eectiveness of communications
between management and the audit
team;
• the quality of the reports and
presentations received;
• the robustness of the challenge
provided, particularly in relation to
judgemental and complex areas as
well as demonstrating professional
scepticism and independence;
• their technical insight; and
• their demonstration of a clear
understanding of the Group’s business
and its key risks.
The Audit Committee’s conclusion that
the external audit process was eective
was conveyed to the Board.
Glanbia plc | Annual Report and Financial Statements
Dan O’Connor
Environmental, Social and Governance Committee Chair
Committee members and Committee tenure
Appointed to
the Committee
Number of full
years on the
Committee
D O’Connor (Chair)
1
1 Sep 22 1
D Gaynor
1
17 Jun 21 2
I Haaijer 1 Sep 22 1
J Murphy 17 Jun 21 2
S Talbot
2
17 Jun 21 2
M Garvey
2
30 Dec 23 <I full year
1 D O’Connor succeed D. Gaynor as Chair of the ESG Committee on the 30 December 2023.
2 S Talbot stepped down as an ESG Committee member on the 30 December 2023, and was replaced
by M. Garvey on the same date.
See pages - for more information on current Environment, Social and Governance
Committee members.
Environmental, Social and
Governance Committee Report
Terms of reference
The full terms of reference of the
Environmental, Social and Governance
(“ESG”) Committee can be found on the
Group’s website: www.glanbia.com or can
be obtained from the Group Secretary
and Head of Investor Relations.
Key responsibilities
Assisting the Board in defining and
regularly reviewing the strategy of the
Group relating to ESG matters and in
setting relevant key performance
indicators.
Developing and reviewing regularly the
policies, programmes, codes of practices,
targets and initiatives of the Group
relating to ESG matters, ensuring they
remain effective and up to date and
consistent with good industry practice.
Providing oversight of the Group’s
management of ESG matters and
compliance with relevant legal and
regulatory requirements, including
applicable rules and principles of
corporate governance, and recognised
international standards.
Reviewing and supporting progress made
against the Group’s core ESG strategies
including: Environmental Sustainability;
Health and Safety; Food Safety and
Quality; and Diversity, Equity and
Inclusion (“DE&I”).
Reviewing the quality and integrity of
internal and external reporting of ESG
matters and performance to ensure that
the Group provides appropriate
information, complies with reporting
obligations and meets international
reporting standards and is transparent
regarding its ESG related policies with the
investment community.
Reporting on these matters to the Board
and, where appropriate, making
recommendations to the Board.
Reporting as required to the shareholders
of the Company on the activities and
remit of the ESG Committee.
Embedding
sustainability across
our organisation
Glanbia plc | Annual Report and Financial Statements
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INFORMATION
Dear shareholder,
As Chair of the ESG Committee, I am
pleased to present the Committee’s
report for the year ended 30 December
2023.
In recognition of the importance
of Glanbia’s understanding and
management of our impact on the
environment and society, and the related
impacts these factors have on us as
an organisation, our ESG Committee
is operating to provide the Group with
rigour, support and challenge on ESG
matters. This report outlines our activities
in support of this aim, and how we have
discharged the responsibilities delegated
to the ESG Committee by the Board. This
report should be read in conjunction
with the Sustainability section on pages
46-71 and People section on pages 28-31
which provide details of the ambition and
progress made to date.
As announced at the end of the year,
I succeeded Donard Gaynor as Chair
of the ESG Committee. I would like to
take this opportunity to sincerely thank
Donard for his work in overseeing the
establishment of this Committee, back
in 2021, and the strong leadership he has
demonstrated, with notable milestones
such as the increasing of our Scope 1
and 2 carbon emissions reduction target
achieved during his tenure as Chair.
I would also like to recognise the
significant contribution of Michael
Patten, former Chief ESG and Corporate
Aairs Ocer, who retired during the
year.
At Glanbia we are focused on delivering
better nutrition in a responsible way and
achieving incremental improvements
in our impacts for all stakeholders. Our
Group sustainability strategy (as outlined
on page 49) sets out our clear priorities
based on the most material ESG topics to
our business and stakeholders.
The ESG Committee formally met three
times last year. At each meeting, the ESG
Committee received an update on the
performance of our environmental pillars
including carbon emissions, water, waste
and packaging and the actions taken to
support the Group’s climate action agenda.
Climate change
A joint session of the ESG and Audit
Committees was held on the 26 January
2024, which included an ESG training
session presented by an expert third-
party. The relevant ESG annual report
disclosures including our Task Force on
Climate-related Financial Disclosures
(“TCFD”) Report was presented to
the Committee by the Head of ESG
Governance and Reporting. Reflecting
the integration of the management of
our most material ESG topics, climate
change is noted as one of the Group’s
principal risks reviewed by the Audit
Committee as part of the Group Risk
Management Framework.
The 2023 TCFD report 64-70 outlines
and evaluates the potential impacts of
climate-related risks and opportunities
that face the business and the wider
value chain under a number of climate
scenarios. This has supported the
Committee in assessing our current
strategy, including our associated
environmental transition plans, and
reviewing our resilience against a number
of dierent potential climate scenarios.
In the context of the Group’s Board
approved transition plan for Scope 1 and
2 carbon emissions reduction pathway
to 2030, in line with the Paris Agreement,
against a 2018 baseline, the Committee
was updated on progress made during
2023, and the focus areas for 2024 and
beyond. This aided the Committee
in understanding the strategic and
operational impacts of these measures
which have also been incorporated into
the overall Group’s strategic plan. These
include the Group energy procurement
strategy and pipeline of capital energy
eciency projects, supported by real
time data provided by the Energy
Management System installed within our
largest sites during the year in review.
The Committee recognises the
materiality and importance of reducing
our Scope 3 dairy emissions while
acknowledging its inherently complex
and challenging nature, as these
emissions relate to those generated in
our value chain. Our approach is one
of partnership with suppliers and the
wider dairy industry with a focus on data
quality, collaboration and supporting
a commercial business case to build
eciencies and decarbonise operations.
During 2023 we focused on three core
strategic elements:
• On-farm footprinting, informing farm
specific recommended solutions
including practices and technologies;
• Building an economic impact model
assessing the viability and cost
eectiveness of GHG interventions and
associated market value; and
• Focusing on our reporting
requirements and assessing the
implications of changes to GHG
reporting standards and evolving our
Science Based Target initiative Scope
3 model.
In 2024, we are committed to finalising
this transition plan for a Scope 3 carbon
emission reduction pathway to 2030
based on these core elements. The
Committee recognises this transition
plan as a significant step forward
towards managing our most significant
environmental impact.
Regulatory reporting
environment
The Committee endorses the
importance of greater transparency
and consistency in reporting to meet
stakeholders requirements such as our
investors, customers and employees.
I welcome the progress made by the
European Commission and International
Sustainability Standards Board (“ISSB”)
who have publicly committed to
ensure interoperability between these
sustainability reporting standards. I
also note that these standards have
leveraged existing frameworks and
voluntary standards such as the TCFD
framework and Global Reporting
Initiative (“GRI”) further consolidating
reporting requirements.
In this context, the Committee has
been updated at each meeting on the
steps taken to ensure readiness for
these reporting requirements, with
particular focus on the EU Corporate
Sustainability Reporting Directive.
This includes the establishment of a
dedicated ESG Reporting and Systems
Steering Committee to oversee our
implementation plan, which comprises of
a multi-discipline senior leadership group
reflecting the wide-reaching nature of
these standards.
In terms of execution a dedicated project
team is in place, which reports into the
Steering Committee. This team has
established and manages individual
workstreams mapped back to a central
tracker which monitors our progress
against each reporting requirement.
This includes the implementation
of our sustainability reporting
control framework with the following
fundamental elements: defined roles and
responsibilities; process documentation;
controls; and the associated data and
system improvements by workstream.
Glanbia plc | Annual Report and Financial Statements
In 2024, we will continue to report under
the GRI reporting standards, and an
individual GRI report will be released
in March 2024. We are committed
to transparently disclosing against
our most material ESG topics, clearly
demonstrating our progress year on year.
Diversity, equity and inclusion
(“DE&I”)
Our DE&I vision is to advance a culture
where we celebrate individuality, knowing
that together we are more. This vision
is supported with a commitment to
educate and build awareness around
DE&I across the organisation through our
Employee Resource Groups, webinars,
social media and other forms of training
for all employees. Progress in leadership
and talent acquisition continues to be
evidenced through our female leadership
targets. I was particularly pleased to see
that we are ahead of schedule on the
execution of our current strategy. Refer
to page 30. Our focus for 2024 will be
to reset our timeline and establish new
goals.
Health and safety
2023 was a year of continued progress
in our mission to ‘Zero Harm’, following
significant reductions in injury rates
and zero critical injuries reported the
previous year. This strong performance
has continued, demonstrating the
eectiveness of our health and safety
approach, underpinned by our culture of
excellence across our sites.
Food safety and quality
The Group’s food safety and quality
standards continue to meet industry best
practice, with all manufacturing sites
maintaining an externally recognised
food safety certification. In 2023, we
also reviewed our internal management
system, the ‘Glanbia Quality System’
(“GQS”), to ensure alignment with best
practice standards through a third-party
review.
Priorities for 2024
The ESG priorities for the Committee in
the financial year ending 4 January 2025
will be:
• Monitoring the progress made against
our stated commitments – with a focus
on our Scope 3 delivery, and wider
value chain including biodiversity and
circular economy related impacts.
Environmental, Social and
Governance Committee Report continued
Group Chairman and Workforce Director Donard Gaynor speaking with Glanbia employees as part of his visits to Glanbia
sites in the US, Europe and Asia.
• Further enhancing of our
understanding of the impact
of climate-related risks and
opportunities on the Group, through
enhanced impact analysis using the
TCFD framework.
• Ensuring the momentum made within
our people pillar continues, with
continued progress within our DE&I
strategy. The non-negotiables of our
health and safety and food safety
quality programmes remain aligned
with industry best practice.
• Supporting the development of the
Group’s sustainability reporting
including required process and system
enhancements, with oversight by the
Board in the context of the increased
reporting regulations coming into
eect.
Membership
The ESG Committee comprises of myself
as Chair, the Chief Financial Ocer, and
three Non-Executive Directors including
the Group Chairman. Two members
constitute a quorum. The Deputy Group
Secretary acts as secretary to the ESG
Committee. At the request of the ESG
Committee, members of the Executive
Committee, senior management team
and external advisers may be invited
to attend all or part of any meeting, as
and when appropriate. As Chair, I report
to the Board after each meeting on the
nature and content of our discussion,
recommendations, and any actions to be
taken.
I would also refer you to the next page
which provides an overview of the ESG
governance structure and related roles
and responsibilities, including those of
the ESG Committee.
Review of Committee
performance
The ESG Committee assessed its
performance covering its terms of
reference, composition, procedures,
contribution and eectiveness. As a
result of that assessment, the Board and
Committees are satisfied that the ESG
Committee is functioning eectively and
is meeting its terms of reference.
Dan O’Connor
Environmental, Social and Governance
Committee Chair
Glanbia plc | Annual Report and Financial Statements
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Glanbia plc Board
• Oversees all aspects of ESG,
including climate change,
responsible sourcing, health
and safety, food safety and
quality, DE&I and community
related topics. Refer to the
materiality assessment page
54 for the full listing of
material ESG topics.
• Provides rigorous challenge to
management on progress
against goals and targets.
• Ensures the Group maintains
an effective risk management
framework, including over
climate-related risks and
opportunities.
The Board delegates specific ESG, including climate change,
oversight matters to its committees:
ESG
Committee
• Oversees the
embedding of the
Group’s ESG Strategy,
on behalf of the Board
• Reviews information
presented within the
ESG report
• Oversees the Group’s
ongoing commitment
relating to TCFD
• Oversees ESG reporting
readiness
• Approves
recommendations from
the Group Operating
Executive in respect of
key ESG issues and
related objectives
Audit
Committee
• Oversees the Group
Financial Statements
and regulatory
non-financial
disclosures, including
climate-related
disclosures
• Oversees the
whistleblowing
programme
• Oversees the Group risk
register process –
including climate
change, talent
management, health
and safety and product
safety and compliance
Remuneration
Committee
• Supports the ESG
strategy through
alignment of the
Group’s incentive plan
to external ESG targets,
including environment
and social metrics
Nomination &
Governance
Committee
• Oversees appropriate
personnel are
appointed to the
Group’s respective
Committees and Board,
and are provided with
adequate training and
support to meet ESG
requirements and
Group strategy
Group Operating
Executive (“GOE”)
• Comprises of the Chief Executive
Officer, Chief Financial Officer,
GPN and GN Chief Executive
Officers, Chief Corporate
Development Officer, Chief Human
Resource Officer
• The GOE has overall responsibility
for execution of our Group
Strategy, which has integrated our
ESG ambition within it.
• Approves recommendations from
the ESG Centre of Excellence
• Makes recommendations to the
ESG Committee in terms of ESG
initiatives, operational and
strategic approach to meet the
overall Group ESG agenda
• Members of the Capital
Investment Committee –
responsible for oversight of
responsible investment activity
The following members sponsor
particular elements as follows:
CEO Glanbia Nutritionals: Group
Sustainability strategy including
integration and achievement of our
climate related targets, also quality
and health & safety programmes
Chief Human Resource Officer:
People agenda including DE&I
Operations Steering
Committee
• Comprises of the respective Business Unit Chief Operating Officers, Sustainability, Engineering and Procurement
Senior Leadership members
• Supports the GOE, in execution and management of our sustainability performance including actions relating to
climate-related risks at an operational level – working with both the ESG Centre of Excellence and wider Sustainability
Leadership Team
ESG Centre
of Excellence
• Comprises: the VP DE&I; SVP of QHS and SVP of Sustainability; Head of ESG Governance and Reporting; and Head of
ESG and Leadership Communications
• Input from wider group functions including Group Finance, Corporate Affairs, Investor Relations, IT and Procurement
• Provides expert advice and direction in respect of ESG strategy, supporting the Business Units in achieving ESG targets
and commitments
• Monitors performance and keeps the GOE informed on areas of required focus and progress made
ESG Leadership
Team (“LT”)
Sustainability LT DE&I Committee QHS LT ESG Reporting LT
Comprises of Group and Business Unit representatives – responsible for advancing the relevant
strategic pillars and delivering the Group-wide strategy and Business Unit specific activities
Local
Business Units
The local Business Units are responsible for implementation of the Group’s ESG strategy, and ensuring workstream
delivery
The following workstreams are in place to support the respective pillars and ensure delivery of respective Business Unit
work programmes:
DE&I QHS Sustainability
Culture & Leadership, Talent
Acquisition, Commercial &
Reputation, Employee Resource
Groups, Training & Education
Food Quality & Safety,
Employee Health & Safety
Nutrition
Carbon Emissions, Water,
Waste, Packaging,
Responsible Sourcing,
Reporting
Reports to
Informs
Board level
Operational level
ESG Governance structure
Glanbia plc | Annual Report and Financial Statements
TCFD – Governance
The Group’s Board has overseen the
continued evolution of our business to
fulfil this purpose, including the review
and approval of the Group’s sustainability
strategy and commitments. These
commitments encompass a clear focus
on climate action and the Board has
ongoing oversight of performance and
strategies to deliver on these. The Board
and its Committees also assess how the
Group is responding to climate-related
risks and opportunities, as part of the
overall risk management process.
Board oversight of climate change impact
The Board and/or its relevant
Committees received five dedicated
updates from senior leadership including
the Senior Vice President of Sustainability
and the Head of ESG Governance and
Reporting on matters including the
Group’s performance on its climate goals
and strategy, climate-related risks and
opportunities and our climate-related
disclosures.
In addition, details relating to climate
change are provided by other leaders
as part of their functional updates,
ensuring that it is increasingly integrated
into the broader strategic decision
making process. In 2023, the potential
climate impacts were considered by the
Board across a range of areas including
decisions on major capital expenditure
and business acquisitions.
The Board monitors and oversees
progress against climate-related targets
and goals through detailed reports of
discussions and recommendations which
are presented to it by the ESG Committee
following the conclusion of each
meeting. Refer to page 117-118 for details.
The Board also considered climate-
related metrics as part of the Group’s
financial and business planning cycle,
and strategy assessment with climate-
related impacts incorporated within
the evaluation process. This included
review of our Scope 1 and 2 transition
plan, including the projects identified
to deliver on energy reductions and our
energy procurement strategy. A review
of our Scope 3 strategy was also a core
component of this year’s Board strategy
and planning sessions.
Management’s role in identifying,
assessing and managing climate change
impact
The Chief Executive Ocer and Executive
team (‘Group Operating Executive’) are
responsible, under Board direction, for
the execution and delivery of the Group’s
strategic plans, overseeing the delivery of
the Group’s investment ambition and the
realisation of commercial opportunities.
In recognition of the importance of
our sustainability strategy, our CEO
for Glanbia Nutritionals has overall
ownership for our sustainability strategy
execution, in the context of GN holding
the largest manufacturing footprint of
the Group, which includes the Group’s
dairy processing sites. While our Head
of ESG Governance and Reporting is
responsible for ensuring the Group meets
its required reporting and governance
requirements to support stakeholder
needs and also that ESG metrics
including climate change impacts are
appropriately considered as part of any
capital acquisition or investment.
To support our Group Operating
Executive, Glanbia evaluates and
manages our sustainability performance
including actions relating to climate-
related risks and opportunities through
our senior leadership structures including
our Operations Steering Committee. The
committee comprises of the respective
Business Unit Chief Operating Ocers
and the Sustainability, Engineering and
members of the Procurement Senior
Leadership. The following were key
agenda items during 2023:
• Updates on performance against
stated targets.
• Progress made on approved
initiatives to support delivery of our
decarbonisation transition plan.
• Update on evaluated impact of
potential climate-related risks and
opportunities identified.
• Presentation of the Sustainability Risk
Register, incorporating all climate-
related risks identified.
Separately management report monthly
to the Board through a monthly Board
Report, supported by formal Board
and strategy meetings, on all matters
relating to the performance of the Group
including climate change matters.
Climate change and remuneration
Glanbia’s remuneration approach
ensures that executive remuneration is
aligned to the Group’s purpose, culture
and values, supports strategy and
promotes the long-term success of the
company. The Long-Term Incentive Plan
(“LTIP”) for Executive Directors and senior
leaders reflects this through the three key
areas of growth, return and sustainability.
The incentive plan considers core
sustainability metrics linked to our
sustainability strategy. The metrics used
include carbon reduction, specifically
the progress towards our science-based
targets on Scope 1 and 2 emissions, water
and packaging.
More details on this can be found in the
Remuneration Committee Report on
pages -. For further details on
Group Governance, see our Corporate
Governance Report on pages -.
Principal Actions during 2023
Board Considered and approved the strategic plans as part of the annual update process, taking into
consideration the integration of climate change related actions.
Considered and approved the Group’s risk appetite.
ESG Committee Received and considered updates on the Group’s sustainability and climate-related targets, actions
and performance.
Audit Committee Received and considered regular updates on the Group’s principal and emerging risks and
uncertainties, including those that could threaten its business model, future performance, solvency or
liquidity. This included the impact of climate-related risks on the Group’s accounting judgements,
disclosures, processes and financial statements.
Remuneration Committee Considered and finalised appropriate ESG-related targets for inclusion in the Group’s Performance
Share Plan. This included a specific component related to decarbonisation.
Nomination & Governance
Committee
Actively reviewed and monitored the structure, size, composition and balance of skills on the Board.
Environmental, Social and
Governance Committee Report continued
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Donard Gaynor
Nomination and Governance Committee Chair
Committee members and Committee tenure
Appointed to
the Committee
Number of full
years on the
Committee
D Gaynor (Chair) 12 Dec 14 9
R Brennan 20 Jan 21 3
D O’Connor 12 Dec 14 9
See pages to for more information on current Nomination and Governance
Committee members.
Nomination and Governance Committee Report
Terms of reference
The full terms of reference of the
Committee can be found on the Group’s
website: www.glanbia.com or can be
obtained from the Group Secretary and
Head of Investor Relations.
Key responsibilities
Assessing the composition, structure and
size (including skills, knowledge,
experience and diversity) of the Board
and its Committees and making
recommendations on appointments and
reappointments to the Board.
Planning for the orderly succession of
new Directors to the Board and of senior
management, taking into account the
challenges and opportunities facing the
Group, together with the variety of
expertise and diversity required on the
Board.
Keeping up to date and fully informed
about strategic issues and commercial
changes affecting the Group and the
market in which it operates.
Keeping under review the leadership
needs of the Group, both executive and
non-executive, with a view to ensuring the
continued ability of the Group to
compete effectively in the market place.
Reviewing the talent capability across
the Group.
Keeping the extent of Directors’ other
interests under review to ensure that the
effectiveness of the Board is not
compromised.
Overseeing the performance review of
the Board, its Committees and individual
Directors.
Keeping under review corporate
governance developments with the aim
of ensuring that the Group’s governance
policies and practices continue to be in
line with best practice.
Ensuring that the principles and
provisions set out in the Irish Corporate
Governance Annex (the “Irish Annex”) and
the UK Corporate Governance Code 2018
(the “Code”) (together the “Codes”) (and
any other governance code that applies
to the Company) are observed and
implemented.
Reviewing the disclosures and
statements made in the Directors’ Report
to the shareholders.
Reviewing the results of the Board
performance review.
Board Gender as at 30 December
2023
Male – %
Female – %
Board Independence excluding
the Group Chairman as at
30 December 2023
Independent – %
Non-independent – %
Fostering a culture of
diversity, equity and
inclusion
Glanbia plc | Annual Report and Financial Statements
Dear Shareholder,
On behalf of the Board and the
Nomination and Governance Committee
(the “Committee”), it is my pleasure to
present the Nomination and Governance
Committee Report for the year ended
30 December 2023.
The Committee had a busy year
continuing its focus on succession
planning, and overseeing a number
of changes in the composition of the
Board. We selected a successor to
Siobhán Talbot and oversaw the selection
and appointment process for a new
independent non-executive director and
also oversaw the appointment of a new
Senior Independent Director.
Glanbia’s values are at the heart of our
business and culture, and for this to be
the case, it is essential that the Board
and each individual Director, our senior
leadership team and our wider workforce
share these values. We believe in leading
by example, and it is a paramount
responsibility of the Committee to
oversee the review of the Board to ensure
these values are being maintained
and encouraged in every facet of our
business.
We believe that Board members
should bring a blend of expertise and
skills with a variety of perspectives, to
facilitate constructive discussions and
eective, balanced decision-making.
In this regard, the Committee keeps
Board composition under constant
review, continuously evaluating the
composition, balance and performance
of the Board and of its Committees,
identifying and recommending to the
Board the appointment of new Directors
and Committee members to ensure
that the Board and its Committees are
comprised of an appropriate balance
of independence, skills, knowledge,
experience and diversity so that they
are eective in discharging their
responsibilities and in having holistic
oversight.
The Committee also identifies the
leadership needs of the Group,
overseeing talent and succession
plans for senior roles and monitors the
Group’s compliance with, and approach
to, all applicable legal, regulatory
and guidance related to corporate
governance matters.
We consider the current size and
composition of the Board to be
appropriate and that the Board as a
whole has the appropriate blend of
skills, knowledge and experience, from
a wide range of industries, regions and
backgrounds, necessary to eectively
lead the Group. The Board skills matrix on
page 101 provides valuable insights into
our collective and individual strengths on
the Board.
Board appointments
One of the primary areas of focus of the
Committee in 2023 was to oversee the
selection and appointment of a new
Chief Executive Ocer and Executive
Director to succeed Siobhán Talbot.
On 16 August 2023, it was announced
that after 10 years in the role, Siobhán
Talbot would retire as Group Managing
Director eective 31 December 2023.
The process to appoint a new Chief
Executive Ocer involved reviewing
both the internal talent pipeline, external
talent landscape and working with an
independent executive search firm, which
is a signatory to the Voluntary Code of
Conduct for Executive Search Firms and
does not have any other connection with
the Company or any individual Director.
The search culminated in Hugh McGuire
being announced as the incoming Chief
Executive Ocer eective 1 January
2024. Hugh has led Glanbia Performance
Nutrition through an outstanding
period of transformation, growth and
performance over the last ten years and
I look forward to working closely with
him. Siobhán remained with the business
until 26 January 2024 when she formally
retired from the Group.
Further information on the process of
appointing the Chief Executive Officer can
be viewed on page .
The Committee also oversaw the
appointment of a new Independent
Non-Executive Director, following
the retirement of Society-nominated
Directors Patsy Ahern and John Murphy
on 4 May 2023. The Committee led
this process and was supported by an
independent executive search firm, Egon
Zehnder, which does not have any other
connection with the Company or any
individual Director. Gabriella Parisse, an
Italian citizen residing and working in the
USA was identified for this role and was
appointed eective 1 June 2023. Gabriella
brings significant experience in consumer
brand development, the food ingredients
industry and strategic leadership of
multinational businesses.
There was also a number of changes
to the composition of the Group’s
Committees in 2023. Further details are
set out on page 125.
Biographical details for Gabriella Parisse
are set out on page .
Board review
During 2023, in line with our agreed
triennial board review cycle, the
Committee oversaw an external review
of the eectiveness of the Board and its
Committees. The results of this process
were positive and provided the Board
with assurance that it was operating
eectively. Information on the review
process and a summary of the outcomes
of the Board review and the areas of
focus for 2024 arising therefrom are set
out in more detail on page 105.
Committee aims for 2024
In 2024, Board composition, balance and
diversity (both gender and ethnicity),
senior management succession planning
and governance oversight will continue to
be priorities for the Committee.
We will continue to support the
Board’s broader oversight of talent
and succession, ensuring that the
frameworks through which the Board
analyses and evaluates these matters are
thorough, fair and robust. Additionally,
the Committee will continue to lead
Non-Executive Director search activity
and Board renewal with an emphasis
on diversity to ensure that at the
appropriate time the Group can attract
new Directors with the right balance
of skills to support its future strategic
priorities.
The following pages provide further
details on the roles and responsibilities
of the Committee and its governance
duties.
On behalf of the Nomination and
Governance Committee
Donard Gaynor
Nomination and Governance Committee
Chair
Nomination and Governance Committee Report continued
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Board composition and diversity
The Committee monitors Board
composition, leadership and succession
needs of the Group to ensure the Group
has an eective board which provides
the highest standards of governance to a
globally diverse business and whose role
is to promote the long-term sustainable
success of the Group and to generate
value for our shareholders. Many of our
Board members have gained significant
and relevant international industry specific
experience throughout their careers and
the Board reflects the need as outlined
by the Code for an eective board to
maintain a balance of skills knowledge
and experience. Under the Relationship
Agreement dated 5 May 2021, Tirlán Co-
operative Society Limited (the “Society”)
has the right to nominate three Directors
to the Board.
Critical to our success is ensuring a
culture that complements the delivery
of our strategy. The Board continues
to focus on engendering a corporate
culture that is more diverse, equitable
and inclusive and on ensuring that this
aligns with the Group’s purpose, values
and strategy. We strongly believe that
diversity throughout the Group and at
Board level is a key driver of business
success. We recruit talented Board
members who have the appropriate
mix of skills, capabilities and market
knowledge. When recruiting, we look
across all sectors and non-traditional
talent pools, and we require diversity on
our shortlists.
Details of our Board diversity policy
is contained on page 102. In 2020, the
Group agreed that as new appointments
are made, the target is that a minimum
of 50% of the Independent (of the
Society) Non-Executive Directors will
be female. The Group continued to
honour this commitment in 2023 with the
appointment of Gabriella Parisse. As at
30 December 2023, the Board had met
each of the FCA Listing Rules (LR) and
the FTSE Women Leaders Review gender
targets of achieving a minimum of 40%
female representation on the Board,
and the additional target of having at
least one senior board position held by a
female. The Group did not meet the FCA
LR target of having at least one Director
from a minority ethnic background
as the Group concentrated its recent
recruitment eorts on gender and
nationality. Gender and ethnic diversity
will remain a key focus for future Board
recruitment.
Governance in action
CEO Appointment
An independent, executive recruitment agency was appointed to assist
with the process.
Assessment
Key skills and requirements for the role were prepared, reviewed and
approved by the Nomination and Governance Committee taking into
account the strategic objectives of Glanbia and its culture.
Search
A list of potential external and internal candidates was reviewed by the
Nomination and Governance Committee.
Screening
The Group Chairman led the selection process which was reviewed and
approved by the Nomination and Governance Committee.
Remuneration
Remuneration arrangements for the CEO role were reviewed and
approved by the Remuneration Committee in line with the Company’s
Remuneration Policy.
Approval
The Nomination and Governance Committee recommended the
appointment of Hugh McGuire as Glanbia’s next Chief Executive Ocer
to be appointed on 1 January 2024. The Board unanimously approved the
appointment and a regulatory announcement was released on 16 August
2023.
Requirement
A preliminary assessment of potential external and internal candidates
was conducted by the recruitment agency and reviewed by the
Nomination and Governance Committee.
Glanbia plc | Annual Report and Financial Statements
Succession planning
Oversight of succession planning is one
of the Board’s primary responsibilities,
assisted by the Committee. The
Committee leads a formal and
transparent process for all Board
appointments and is responsible for
ensuring that plans are in place for
orderly Board and senior management
succession. In addition, the Committee
ensures that the Group’s governance
framework facilitates the appointment
and development of eective Directors
and management that can deliver
shareholder value over the longer term.
The Committee is also heavily focused
on the leadership needs of the Group at
senior management level and regularly
receives updates from the Chief Human
Resources Ocer. Crucial to the
successful delivery of our strategy is
attracting and retaining strong, diverse
talent who have an anity to our culture.
Our culture is a major contributing factor
to the delivery of long-term success for
our stakeholders and this makes the
eective internal management of that
talent absolutely critical to ensuring that
Glanbia’s unique culture is preserved
as far as possible. The Committee
plays a key role in embedding a positive
culture by ensuring that our succession
planning and appointment process
identifies candidates who are exemplars
of our values. Our induction and training
programmes and the annual performance
review process promotes these values in
all of our Directors and employees.
A key area of focus of the Committee in
2023 was to oversee the selection and
appointment of a new Chief Executive
Ocer and Executive Director to succeed
Siobhán Talbot. On 16 August 2023 it was
announced that after 10 years in the role,
Siobhán Talbot would retire as Group
Managing Director eective 31 December
2023. Hugh McGuire was announced
as the incoming Chief Executive Ocer
eective 1 January 2024.
The Committee is satisfied that eective
succession plans for Directors and
senior management are in place to
ensure the continued ability of the Group
to implement strategy and compete
eectively in the markets in which it
operates in a manner that fosters the
Company’s culture and values.
Independent Non-Executive
Director appointment
In 2023, in accordance with the planned
reduction of the Society’s representation
on the Board, an Independent Non-
Governance in action
Non-Executive Director appointment
Gabriella Parisse were appointed to the Board with eect from 1 June
2023. The key stages of the nomination process are outlined below.
Assessment
The Nomination and Governance Committee assessed the skill set,
experience and diversity on the Board, the requirements to meet the
Group’s strategic plans, together with the planned retirements from the
Board over the coming years.
Search
The Nomination and Governance Committee and the Group Secretary and
Head of Investor Relations led the search process and were assisted by
global talent search firm, Egon Zehnder.
Interview
A shortlist of potential candidates went through a two stage interview
process meeting with the Group Chairman and the Group Secretary and
Head of Investor Relations, initially. Second round interviews involving
a number of Non-Executive Directors of the Company as well as the
members of the Nomination and Governance Committee and the
Executive Directors were undertaken.
Approval
Following a successful interview round, and a check for any disclosures
required under Listing Rule 6.1.66 of the Euronext Dublin Listing
Rules and 9.6.13 of the FCA Listing Rules, the Group Chairman took
independent references on the candidate and then discussed suitability
with the Nomination and Governance Committee. The Nomination and
Governance Committee then recommended the appointment to the Board
for final approval.
Requirement
The Committee agreed to prioritise diversity of gender and nationality to
enable the Company maintain its objective that 50% of the Independent (of
the “Society”) Non-Executive Directors be female. Such candidate would
bring the following mix of skills and experience: marketing background with
CEO, President, General Manager, or other commercial leader experience;
US market experience; food ingredients industry experience; food or wider
consumer products experience; previous board experience and a cultural fit.
Nomination and Governance Committee Report continued
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Executive Director recruitment and
selection process was undertaken
to identify a new Independent Non-
Executive Director, taking into account
the Group’s commitment to diversity at
all levels of the organisation.
Egon Zehnder, global talent search
firm, was engaged to assist in the
identification of suitable candidates for
appointment as a Non-Executive Director
to the Board. Please refer to ‘Governance
in Action’ on page 124 for a detailed
description of the process.
External directorships
The Board benefits from the experience
and perspective that its Directors
bring to the Group from other external
appointments that they may hold. Board
members are required to devote adequate
time to performing their duties which
includes preparation for and attendance
at Board meetings, attendance at training
and development sessions and visits to
our sites. Prior to appointment, potential
independent non-executive directors
are required to disclose details of their
other significant commitments to ensure
that they have adequate capacity to
commit to the position. Existing directors
are required to obtain approval of the
Board, prior to accepting any significant
additional roles.
Committee changes
There were a number of changes to the
membership of the Board Committees in
2023:
• Gabriella Parisse was appointed to
the Development Committee on 1 June
2023;
• Dan O’Connor was appointed Chair
of the ESG Committee eective
30 December 2023 succeeding Donard
Gaynor who remains a member of the
ESG Committee;
• Siobhán Talbot retired from the ESG
Committee on 30 December 2023; and
• Mark Garvey was appointed to the ESG
Committee on 30 December 2023.
Workforce Engagement Director
During 2019, the role of Donard Gaynor,
an Independent Non-Executive Director
(at that time, and now Group Chairman),
was expanded to include oversight
of workforce engagement to further
improve Board involvement in this area
and to gather employees views and
communicate them to the Board so that
employees’ views can be considered
in Board discussions and decision-
making. Details of the Group Chairman’s
engagements with employees during
2023 are set out on page 96.
Regular matters
A number of regular matters were
considered by the Committee in
accordance with its terms of reference,
such as:
Review of Non-Executive Directors’
independence in accordance with the
guidance in the Codes
The Board review and review process
considered the independence of each
of the Non-Executive Directors, taking
into account their integrity, objectivity
and contribution to the Board and its
Committees. A rigorous internal review
was carried out in respect of those Non-
Executive Directors who served longer
than six years.
The Board is of the view that the following
behaviours are essential for a Non-
Executive Director to be considered
independent:
• provides an objective, robust
and consistent challenge to the
assumptions, beliefs and views of
senior management and the other
Directors;
• questions intelligently, debates
constructively and challenges
rigorously and dispassionately;
• acts at all times in the best interests of
the Company and its shareholders; and
• has a detailed and extensive
knowledge of the Company and the
Group’s business and of the market
as a whole which provides a solid
background with which they can
consider the strategy of the Company
and the Group objectively and help the
Executive Directors develop proposals
on strategy.
The Board also gives due regard to
applicable legislation. The Board and the
Committee believe that all Non-Executive
Directors demonstrated the essential
characteristics of independence and
brought independent challenge and
deliberations to the Board.
The reviews took into consideration
the fact that Donard Gaynor (who
was independent on his appointment
as Group Chairman), Dan O’Connor,
Brendan Hayes, John G Murphy and
Patrick Murphy have each served on the
Board for more than nine years, a factor
the Codes state could be relevant to
the determination of a Non-Executive
Director’s independence. The Codes
also make it clear, however, that a
director may be considered independent
notwithstanding these facts. This reflects
the Board’s view that independence is
determined by the Director’s character
as set out above. Nevertheless, Donard
Gaynor (who was independent on
appointment), Dan O’Connor and the
Non-Executive Directors nominated by
the Society are not considered by the
Board to be independent for the purposes
of the Codes.
Extension of tenure(s)
On 11 August 2021, the Board extended
the tenure of Donard Gaynor as Group
Chairman until 2025. The Board remain
unanimous in its view that the Group
Chairman continues to provide strong,
objective and eective leadership to
the Board notwithstanding that he
has served on the Board for more than
nine years. The Board believes that the
extension of the Group Chairman’s tenure
for a limited period beyond nine years
was warranted in this particular instance
to facilitate eective succession planning
and the development of a diverse board.
Dan O’Connor has indicated that he
intends to remain on the Board until the
2025 AGM to facilitate ongoing Board
succession planning.
Election or re-election of Directors
The Committee continues to be of the
view that all Directors should be re-
elected to the Board at the Company’s
AGM. Accordingly, all Directors are
seeking election or re-election at the
2024 AGM. The Group Chairman has
confirmed that each of the Directors
continue to be eective members
of the Board and demonstrate their
commitment to their responsibilities. The
Committee assessed the Non-Executive
Directors’ time commitment considering
both the time required for Glanbia Board
and Committee appointments and the
number and nature of the Directors’
external commitments. All Non-Executive
Directors continue to demonstrate that
they have sucient time to devote to
their present role on the Board. This
was also a consideration of the Board
in assessing potential candidates for
the role of Independent Non-Executive
Director in 2023.
Committee performance
The Committee assessed its
performance covering its terms of
reference, composition, procedures,
contribution and eectiveness. The Board
and Committee are satisfied that the
Committee is functioning eectively and
continues to meet its terms of reference.
This view was supported by the external
review of the Board and its Committee.
Glanbia plc | Annual Report and Financial Statements
Jane Lodge
Remuneration Committee Chair
Committee members and Committee tenure
Appointed to
the Committee
Number of full
years on the
Committee
R Brennan 20 Jan 21 3
P Duffy 17 Jun 21 2
D Gaynor 13 May 14 9
J Lodge (Chair) 14 Dec 20 3
K Underhill 1 Aug 22 1
See pages - for more information on the current Remuneration Committee
members.
Remuneration Committee Report
Terms of reference
The Remuneration Committee terms of
reference were reviewed and approved
by the Committee during 2023, and can
be found on the Group’s website: www.
glanbia.com or obtained from the Group
Secretary and Head of Investor Relations.
Key responsibilities
Determine and agree with the Board the
framework and policy for remuneration
of the Executive Directors and other
Senior Executives including the Group
Secretary as required considering the
strategic rationale for the policy,
structures and metrics, the matters set
out in paragraph 40 of the UK Code in
respect of clarity, simplicity, risk,
predictability, proportionality and
alignment to culture and consider on an
annual basis whether the policy has
operated as intended.
Oversee remuneration design and target
setting of annual and long-term incentive
arrangements, to ensure comprehensive
linkages between performance and
reward and to incentivise delivery of
Group strategy.
Determine, within the agreed policy,
individual total compensation packages
for the Executive Directors and other
Senior Executives including the Group
Secretary annually, and consider as
appropriate internal and external
measures.
Determine the compensation for the
Chairman of the Board.
Determine, within the agreed policy, any
employee share-based incentive awards
and any performance conditions to be
used for such awards.
Consider and approve Executive
Directors’ and other Senior Executives’
including Group Secretary total
compensation payable including
consideration of the exercise of discretion
to adjust formulaic incentive outturn.
Determine the achievement of
performance conditions for vesting of
Annual and Long-Term Incentive Plans
(“LTIP”).
Review and understand reward policies
and practices including the alignment of
incentives and rewards with culture.
Ensuring engagement with the workforce
to explain how executive remuneration
aligns with wider Company pay policies.
Engaging with shareholders as deemed
appropriate to explain and seek feedback
on proposed changes in approach to the
compensation of the Executive Directors.
Preparing the Remuneration Report
annually.
Focusing on our
strategic objectives
and sustaining
performance
Glanbia plc | Annual Report and Financial Statements
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Dear Shareholder,
On behalf of the Board and the
Remuneration Committee, I am pleased
to present the Directors’ Remuneration
Committee Report for the year ended
30 December 2023.
2023 has been a busy year for the
Committee. We managed our usual
annual calendar of business, setting
targets for incentives for the year ahead
and reviewing incentive outturn in
addition to determining the remuneration
for our incoming Group Chief Executive
Ocer (“CEO”) Hugh McGuire. The
Committee also spent time carefully
considering how to ensure the smooth
transition of the executive leadership
team to support our new Group CEO
in driving future Group strategy and
performance.
Business performance 2023
As noted in the Group Chairman’s
statement, our 2023 results are
outstanding and even more so given the
economic market challenges that the
business needed to deal with. It is within
this context that the Committee has
reviewed the incentive outturn to which I
refer further below.
2023 saw Glanbia deliver its highest
earnings ever in terms of adjusted
Earnings Per Share (“EPS”), with growth in
adjusted EPS from continuing operations
of 20.5% constant currency against the
originally guided range of 5% to 10%.
Profit, cash and return on capital
employed (“ROCE”) all grew in 2023.
Pre-exceptional Group EBITA increased
by 16.4%, constant currency, to $424.0
million (+15.9% reported). ROCE, a key
metric for the Group, was 12.2% and our
strong Operating Cash Flow conversion
continued at 90.4%
In April we completed the sale of
our interest in the Glanbia Cheese
joint ventures for initial transaction
proceeds of €178.9 million (comprising
cash consideration of €114 million
and repayment of €64.9 million of
shareholder loans) and in quarter four
2023 we acquired the B2B bioactive
ingredients business of PanTheryx, a US
based health and nutrition business for
consideration of $45.1 million.
Retirement of Siobhán Talbot
and appointment of Hugh
McGuire as Group Chief
Executive Officer
In August 2023, we announced Siobhán
Talbot’s intention to retire from Glanbia.
Siobhán stepped down as Group
Managing Director and from the Glanbia
Board on 31 December 2023 and retired
from the Group on 26 January 2024. On
behalf of all the Board and Committees
the Chairman has acknowledged the
contribution that Siobhán made to the
strategic evolution of the Group over her
tenure, particularly as Group Managing
Director. Siobhán is treated as a good
leaver by reason of her retirement and her
remuneration arrangements are in line
with our Remuneration Policy and set out
in full later in this Remuneration Report.
The Board was delighted to announce
the appointment of Hugh McGuire
as Group Chief Executive Ocer
eective from 1 January 2024. Hugh’s
remuneration is detailed in the section
on operation of policy for 2024. His salary
on appointment is €1,000,000 with
Short-Term Incentive Plan (“STIP”) and
LTIP opportunities at 250% and 150%
of salary respectively, in line with our
Remuneration Policy.
Retention award for the Group
Chief Financial Officer
As would be usual for any Board, with
the retirement of our Group Managing
Director and in the context of senior
leadership succession, the Board
considered how best to secure the
continuity of our executive leadership.
Having been Group CFO since November
2013, the Board agreed it was important
to ensure retention of Mark Garvey to
support our new Group CEO in driving
Group performance. As a result, the Board
decided that, subject to the Group CFO
agreement to remain with the Group for
at least 24 months from January 2024, he
should receive a special retention award
of shares.
This retention award will be an award of
42,545 shares with a value of one times
salary; calculated using the volume
weighted average Glanbia share price
for the month of December 2023 which is
€15.47. The award will vest subject to the
Group CFO remaining in employment for
a two year period to 31 December 2025.
There will be a further 12 month holding
period subject to any sales to pay taxes
on vesting. Save for the specific terms
detailed above, the general terms and
conditions for the LTIP will apply to the
retention award, including in relation to
malus and clawback, corporate events,
leaver provisions and the terms and
conditions that cannot be amended
to the recipient’s advantage without
shareholder approval.
Our current Remuneration Policy was
approved by shareholders at our 2022
AGM and is due for renewal at either the
2025 or 2026 AGM (under UK and Irish
regulation respectively). To facilitate the
implementation of the retention award a
new Remuneration Policy will be brought
to shareholders at our 2024 AGM. No
other changes are being proposed to the
remuneration policy of the Group at this
time with the Committee noting 99.29%
support for our 2022 Remuneration
Report clearly endorsing the eectiveness
of our current policy. The grant of the
award will be made under Rule 6.1.33 of
the Euronext Dublin and Rule 9.4.2 of
the UK Listing Rules, and will be settled
in market purchased shares. These
Listing Rules provide an exemption from
seeking shareholder approval to a LTIP
where the only participant is a director
and the arrangement is to facilitate in
unusual circumstances the retention
of an individual. The Committee is
comfortable with this approach, noting
the unusual circumstances of our Group
Managing Director retiring from the
Board, the appointment of a new Group
CEO and the need to ensure continuity
of the senior management team to
support the uninterrupted delivery of our
growth strategy for the benefit of our
shareholders.
I wrote to our largest shareholders to
seek feedback on our proposal and
would like to thank those shareholders
that engaged with me through email
correspondence as well as those who
met with me. Our shareholders are
very supportive of Mark Garvey as an
exceptional Group CFO and a critical
member of our management team and
understand the importance of retaining
him during this period of transition for the
business.
A number of shareholders asked that
the Committee consider including
a threshold level of performance to
determine vesting or a performance
underpin. The Committee gave this
careful consideration and is satisfied that
the proposed structure is appropriate,
with the award granted in shares,
the value of which will be aligned to
shareholder experience over the vesting
and holding period.
During engagement, shareholders
and the proxy agencies asked that the
Committee set out in the Remuneration
Glanbia plc | Annual Report and Financial Statements
Remuneration Committee Report continued
Report the detailed rationale for the
award. This is set out below:
• This is a one-o exceptional award
in unusual circumstances, which the
Board considers is absolutely in the
best interests of the business and
shareholders. It is not a change in
the remuneration structure for the
Executive Directors.
• The retention of our Group CFO
provides continuity for our executive
team and ensures uninterrupted focus
on delivering our growth strategy.
• The award is made in shares and the
value is entirely aligned to shareholder
experience over both the vesting
and holding periods (three years in
total). There is no need, therefore, for
additional performance linkage.
• The retention award recognises
the exceptionally strong pre-grant
performance of both the business and
the Group CFO during 2023.
• The Group CFO has incentive awards
of 350% of salary annually through his
annual STIP and LTIP awards which
drive and reward performance against
specific business metrics with 100% of
the LTIP and 50% of the STIP delivered
in shares.
• Our Group CFO is highly regarded by
the external market, holds Irish and
US citizenship and has considerable
experience working in the US in prior
roles. In the Board’s view, the Group
CFO could easily transition to a
US-based role where market rates
of remuneration are significantly
higher. The Committee believes it
is appropriate, therefore to have a
retention award to mitigate this risk.
• While the Committee understands that
retention-based awards for Executive
Directors are not common practice
in Irish and UK listed companies, we
took into account that our Group pay
structures are very much aligned with
US market practice. Below Board level
in the US, in line with local market
practice, the Group operates a mix of
performance shares, restricted shares,
and retention awards. Our Executive
Directors currently have a more typical
Irish/UK incentive structure, which
is driven by shareholder and proxy
agency expectation. The Committee
further believes that, as highlighted in
the Capital Markets Industry taskforce
November 2023 open letter, it is critical
that there is a level playing field in
respect of the remuneration structures
that we can employ in our business.
In the context of US remuneration
levels and structures, both of which
are significantly higher than those
seen in the Irish and UK markets, the
Committee considers the proposed
award to be fair and reasonable.
Remuneration in respect of 2023
Executive Director base salary, benefits
and pension
Base salaries for the Executive Directors
were increased by 3.4% which the
Remuneration Committee considered
was appropriate in the context of the
average increases in the wider workforce
with a higher rate of increase in both the
US of 4.1% and the UK of 4.3%. The salary
increases for our dierent locations vary
dependent on local conditions, levels of
inflation and market positioning of overall
remuneration. The resulting base salary
for the Group Managing Director from
1 January 2023 was €1,144,002 and for the
Group CFO was €633,015.
Pension contributions were aligned to the
workforce at 12% of salary and benefits
remained unchanged.
Annual Incentive
The annual incentive for the Group
Managing Director and Group CFO
remained at 250% and 200% of salary
respectively, with 50% of the incentive
deferred into shares in accordance
with policy. Annual incentive measures
and weightings for 2023 were also
unchanged from 2022 and comprised
70% financial targets (adjusted EPS and
Cash Conversion, with a 50% and 20%
weighting respectively), strategic (20%
weighting) and ESG (10% weighting)
objectives.
The Group’s performance against all key
financial targets for 2023 was strong,
progressively upgrading earnings
guidance during the year as the Group
navigated changing market dynamics.
The Group exceeded its maximum
growth target for adjusted EPS (20.5%
growth vs annual incentive maximum of
9%, constant currency). The Group also
exceeded target for cash conversion
(90.4% vs annual incentive target 80%).
In respect of the ESG measures, female
hiring exceeded the maximum target with
voluntary female turnover above target
performance reflecting our significant
internal focus on gender balance. The
Executive Directors performed strongly
against the operating and strategic
objectives set by the Remuneration
Committee.
The formulaic outcome of the annual
incentive is 98% of maximum for the
Group Managing Director and 98.8% of
maximum for the Group CFO, reflecting
a year of very strong performance.
Full details on the targets and related
performance can be found on page 137 to
137. 50% of the annual incentive earned
is deferred into shares with 30% released
after two years and the remaining 20%
after three years.
Share Awards Vesting
The vesting of the 2021 LTIP is determined
by performance over the three-year
performance period to 30 December 2023,
measuring adjusted EPS Growth (50%
weighting), Group ROCE (30% weighting),
relative Total Shareholder Return (“TSR”)
against the STOXX Europe 600 Food and
Beverage Index (10% weighting) and ESG
sustainability metrics (10%).
The formulaic vesting outcome for both
the Group Managing Director and Group
CFO for the 2021 share awards is 100%
of maximum. The full vesting of the 2021
awards reflects the exceptionally strong
performance of our Executive Directors
and the Group over the last three years.
The team delivered on both the strategic
and annual performance agenda for the
Group against an extremely challenging
business environment. We emerged from
the Covid 19 pandemic into a dicult
economic backdrop with the Ukraine war,
supply chain challenges, energy crisis
and high inflation.
The Committee carefully considered
the incentive outcomes for the year in
light of all the matters set out above
and, noting our strong share price
performance, concluded that the
outcomes are appropriate and no
discretionary adjustments are required.
The Committee has noted that the
incentive quantum delivered over both
the STIP and LTIP is as a result of the
Group’s outstanding performance. This
outcome reflects the high STIP and LTIP
vesting levels as well as the LTIP award
level granted under our previous policy
(where the Group CEO STIP maximum
was 150% of salary and LTIP 250% of
salary) and the STIP payment level under
our current policy (where the Group CEO
STIP maximum is 250% of salary and
the LTIP 150% of salary). As part of its
considerations the Committee noted
that the 2021 share award was granted
at normal award levels based on a €11.51
share price. This followed a scale back of
award levels in 2020 when the grant price
was €8.79. The Committee is comfortable
that the value of the 2021 share award on
vesting reflects the strong performance
of the Group and is not in any way the
result of a windfall gain.
Glanbia plc | Annual Report and Financial Statements
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The 2021 share awards will not vest before
17 March 2024, the third anniversary
of grant. Full details of the targets and
related performance can be found on
page 140.
Share Awards
2023 share awards were made under the
Remuneration Policy with grants of 150%
of salary to both Executive Directors.
The metrics and weightings were
adjusted EPS (40%), ROCE (40%) and ESG
sustainability measures (20%). The share
price on grant was €13.76 compared to
the share price for the 2022 award of
€11.83.
2024 operation of Remuneration
Policy
Executive Director Fixed Remuneration
Our new Group CEO is appointed on a
base salary €1,000,000.
The base salary of the Group CFO
is increased by 4% from €633,015 to
€658,336 eective 1 January 2024. The
Remuneration Committee considers that
this increase is appropriate in the context
of the average increases in the wider
workforce with increases planned in the
US, Ireland and the UK of between 4%
and 4.4%.
During 2023 we completed our pension
review with no further adjustments
required to our Executive Director
pension level at 12% of salary. Benefits
for our Group CFO remain unchanged
from 2023. Our new Group CEO benefits
comprise company car or equivalent,
medical and life assurance.
Annual Incentive
The maximum annual incentive
opportunity for 2024 remains at 250%
and 200% of salary for the Group
CEO and Group CFO respectively. The
performance metrics and weightings
also remain the same as for 2023, being
50% adjusted EPS, 20% Cash Conversion,
20% strategic objectives and 10% ESG
measures. The targets for the annual
incentive are commercially sensitive
and will be disclosed retrospectively
in next year’s Remuneration Report.
However, the Remuneration Committee
is comfortable that the targets set for
2024 reflect our business planning and
are appropriately stretching taking
into account both the annual incentive
opportunity as well as the current
economic and business environment.
Share Awards
2024 share awards will be granted at
150% of salary for both the Group CEO
and Group CFO. Performance and vesting
will also be determined by the same key
Group performance metrics that applied
to the 2023 award of adjusted EPS (40%),
ROCE (40%) and ESG sustainability
measures (20%). Full details on measures,
weightings and targets are set out on
page 144.
Non-Executive Director
Remuneration
Our Chair and Non-Executive Director
fees for 2024 will be increased by 4% in
line with the increase for our Executive
Directors.
Conclusion
2023 was another outstanding year
for the Glanbia management team,
both from a financial performance and
operational perspective. The Committee
is delighted that the remuneration
outcomes reflect the performance
delivered during the year and, in respect
of the 2021 share award, over the last
three years. The Committee reweighted
the STIP and LTIP, as part of our new
policy introduced in 2022, to provide
significant focus on shorter term
operational performance from year-to-
year which builds sustainable growth
and returns to shareholders over the
longer term. The Committee believes
that the exceptional performance
delivered since the introduction of
our new policy demonstrates its
eectiveness supporting the delivery of
our business strategy and incentivising
our management team for this. The
policy is also significantly aligned
to shareholder experience given the
significant deferral into shares and the
required holding periods for both the
STIP and LTIP incentives. The Board is
of the view that the key policy changes
approved at the 2022 AGM are achieving
the desired outcomes. As Chair of the
Remuneration Committee, I do however
plan to seek feedback from shareholders
on the operation of our remuneration
policy well in advance of the obligatory
policy renewal date, to ensure that any
shareholders’ views are considered by the
Committee.
I would again like to thank shareholders
for their engagement and the time they
took to speak with me on the proposed
retention award for the Group CFO.
The Committee believes that the grant
of a retention award provides critical
stability to our senior leadership team as
the business moves forward under the
leadership of our new Group CEO and
believes that this is the right approach
in the best interests of the business and
its shareholders. I hope, therefore, that
shareholders will understand and support
our approach.
I look forward to receiving your support at
the AGM for (1) the advisory shareholder
resolution to approve the Remuneration
Report excluding the Directors’
Remuneration Policy, and (2) our separate
advisory shareholder resolution to
approve our new Directors’ Remuneration
Policy, including this Annual Statement
(insofar as it relates to the Retention
Award for the Group CFO).
I am available through our Group
Secretary and Head of Investor Relations
if you wish to engage with me prior to our
2024 AGM.
Jane Lodge
Remuneration Committee Chair
Glanbia plc | Annual Report and Financial Statements
Remuneration Committee Report continued
At a glance: Individual Executive Remuneration for the year ended 30 December 2023 (Audited)
GMD (S Talbot) CFO (M Garvey)
Base salary €1,144,002 (3.4%) increase €633,015 (3.4%) increase
Benefits Company car or equivalent, medical/life assurance
and accommodation allowance
Company car or equivalent, medical/life assurance
and tax equalisation
Pension 12% of salary (cash in lieu of pension) 12% of salary
Short-Term Incentive Plan (“STIP”)
Measures Adj. EPS (50%), Cash Conversion (20%), strategic objectives (20%), and ESG measures (10%)
Maximum opportunity 250% of salary 200% of salary
Achievement €2,802,805 (98% of max) €1,250,838 (98.8% of max)
Structure 50% of bonuses earned deferred into shares – 30% released after year 2, 20% released after year 3
Long-Term Incentive Plan (“LTIP”)
Measures 2023 award Adj. EPS (40%), Group ROCE (40%) and ESG measures (20%)
Award level 2023 award 150% of salary 150% of salary
Achievement 2021 award €3,485,421 (100% of max) €1,542,887 (100% of max)
Structure Paid in shares, subject to two-year post vesting holding period
Other Policy elements
Shareholding requirements 250% of salary
50% of shares vesting under the annual bonus and
LTIP must be retained until achieved
200% of salary
50% of shares vesting under the annual bonus and
LTIP must be retained until achieved
Post-employment
shareholding requirements
The lower of shares actually held and 100% of salary for the first year after ceasing to be an Executive
Director and 50% of salary for the second year
Section A: Directors Remuneration Policy 2024 - 2026
Under Section 1110M of the Irish Companies Act 2014, the Company is required to obtain shareholder approval of its Directors’ Remuneration
Policy every four years, or sooner if changes are required. UK regulations, which the Company follows as a matter of best practice, where
practicable, require a new policy to be brought to shareholders every three years, or sooner if material changes are required.
The decision-making process to develop the 2024–2026 Remuneration Policy and operation of Policy is set out in the Chair’s
Annual Statement on Remuneration and the section below on Remuneration Committee Governance and is incorporated into the
Remuneration Policy by reference.
The 2024–2026 Remuneration Policy will be subject to a shareholder advisory vote at the 2024 AGM and is expected to apply for a three-
year period. The Committee, may under Irish regulation, extend the Policy by one-year and seek shareholder approval to a new Policy
after a four-year period if this is deemed appropriate.
Remuneration Strategy, Policy, and Purpose
The Remuneration Policy has been developed to attract, retain and motivate executives to ensure that they perform in the best
interests of the Group and its shareholders by growing and developing the business over the long-term. Performance-related elements
of remuneration are designed to form an appropriate portion of the overall remuneration package of Executive Directors and link
remuneration to business performance and individual performance, while aligning their interests with those of shareholders.
The Policy focuses on incentivising the successful implementation of our corporate strategy, consistent with our risk management
framework. This strategy aims to deliver sustainable, superior earnings growth, solid financial stewardship and total shareholder return
for our shareholders over the long-term through the strong performance of high-quality and committed leadership, critical to the
future development of the Group. The Group Key Performance Indicators (“KPI”s), which are detailed on pages 24 and 25, underpin the
selection of performance criteria used within the incentive arrangements.
Factors considered when developing the Remuneration Policy
The Remuneration Committee considered the following factors when developing the Directors’ Remuneration Policy:
• Clarity – All elements of the Policy and its implementation are set out clearly in the Directors’ Remuneration Report.
• Simplicity – The Policy is simple and straightforward with the structures used being common across listed companies.
• Risk – The Policy has been developed so that incentive structures discourage inappropriate risk taking through use of long-term incentives, the balance
of measures used to determine variable remuneration outcomes and through features such as shareholding requirements and malus and clawback.
• Predictability – The Policy has been constructed to have clear limits on the variable remuneration payable, with the scenario chart later in this
report providing illustrative examples of how the Policy may operate in practice.
• Proportionality – There is a sensible balance between fixed and variable pay, and variable remuneration is appropriately structured to
sustainable long-term performance.
• Alignment to culture – Through the assessment of financial and non-financial performance, executives are incentivised to achieve performance
in a way that aligns to Glanbia’s values and culture.
Glanbia plc | Annual Report and Financial Statements
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Summary of changes being made to the Directors’ Remuneration Policy
The only substantive change to the Policy is to enable the grant of a one-o retention award to the Group CFO.
There are some minor wording changes to take account of the retirement of Siobhán Talbot as Group Managing Director and the
appointment of Hugh McGuire as Group CEO.
Executive Directors’ Remuneration Policy table
The following table sets out the dierent elements of remuneration for the Executive Directors. The Remuneration Policy is subject to
approval with an advisory non-binding shareholder resolution at the 2024 AGM.
Element Objective Description, Performance Measures and Maximum Value
Base salary (fixed)
Annual fixed pay
Provide competitive base pay
which reflects market value of
role, job size, responsibility and
individual skills and experience.
Set by reference to the relevant market median of Europe and US based companies
on an external independent evaluation of the role against appropriate peer
companies.
Reviewed annually by the Remuneration Committee. Any reviews, unless reflecting a
change in role or increased complexity, usually take effect from the commencement
of the relevant financial year.
While there is no maximum increase or maximum salary amount, increases as
a percentage of salary will normally be aligned to those of the wider workforce,
although the Remuneration Committee may determine that it is appropriate to make
higher increases than this, for example, but not limited to, where there is an increase
in role including responsibilities and complexities.
Pension (fixed)
Retirement benefit
Provide market aligned,
affordable and sustainable
retirement benefits.
Determined as a percentage of base salary.
Pension contribution aligned to the workforce in the country of appointment which is
currently 12% of salary in Ireland.
Other Benefits (fixed) Provide competitive benefits
which recognise market value
of role, job size and
responsibility.
Determined in consideration of the level of responsibilities and local market practice.
Benefits to include but not be limited to company car or equivalent, medical/life
assurance, tax equalisation payments and accommodation/relocation or other
business-related allowances where appropriate.
Short-Term Performance
Related Incentive (variable)
Incentivise Executive Directors
to achieve specific performance
goals and personal performance
objectives which are linked
to the Group’s business plans
during a one-year period.
Ensure greater linkage of
remuneration to performance.
Ensure greater linkage to
long-term sustainability
and alignment to Group Risk
Management Policy.
Alignment with shareholders
and/or share value growth.
The annual incentive scheme rewards achievement of specific short-term annual
performance metrics.
The Group CEO and the Executive Directors can earn 125% and 100% of base salary
at target performance respectively and up to 250% and 200% of base salary
respectively for maximum performance. Annual bonus starts to accrue at 0% for
threshold performance.
In relation to strategic targets the structure of the target will vary based on the nature
of the target set and it will not always be practicable to set targets using a graduated
scale. Vesting may therefore take place in full if specific criteria are met in full.
The majority of the STIP will be based on financial metrics. The Remuneration
Committee reviews and determines the metrics, weightings and calibration of
targets annually taking into account the business planning process and the strategic
priorities of the business. The Remuneration Committee has the discretion to adjust
the formulaic vesting outcome if it deems it appropriate.
50% of any annual incentive earned is deferred into shares and once the appropriate
taxation and social security deductions have been made, invested in shares in the
Company. The shares are subject to a holding period, 30% is released after 2 years,
and 20% after 3 years.
Deferred incentives are subject to malus and clawback (for a period of two years
following this investment) to the extent determined by the Remuneration Committee
as outlined in Note 1 on page 132.
Glanbia plc | Annual Report and Financial Statements
Element Objective Description, Performance Measures and Maximum Value
Long-Term Performance
Related Incentive (variable)
LTIP under which shares
are granted in the form of
a provisional allocation of
shares for which no exercise
price is payable
To align the interests of
Executive Directors and
shareholders through a long-
term share-based incentive
linked to share ownership and
holding requirements.
To focus on greater alignment
with shareholders, long-term
retention and reward for
sustainable performance.
Long-term incentive individual annual share award level cannot exceed 150% of base
salary.
The majority of the LTIP will be based on financial metrics. The Remuneration
Committee reviews and determines the performance metrics and weightings
annually ensuring that they support the strategic priorities of the business.
For all financial performance metrics, 25% vests at threshold performance and 100%
vests at maximum with straight line vesting in between these points.
In relation to strategic targets the structure of the target will vary based on the nature
of the target set, and it will not always be practicable to set targets using a graduated
scale. Vesting may therefore take place in full if specific criteria are met in full.
The extent of vesting shall be dependent on the level of achievement, measured
over a three-year period, of the relevant performance conditions. The Remuneration
Committee has the discretion to select different performance criteria (including
the measures, their weighting and calibration) where deemed appropriate for new
Long-Term incentive awards to ensure they continue to reflect the strategic priorities
of the business. The performance conditions for each award will be disclosed in the
Directors’ Remuneration Report which will be subject to a shareholder non-binding
advisory vote.
The Remuneration Committee has the discretion to adjust the formulaic vesting
outcome if it deems it appropriate and a share award shall not vest unless the
Remuneration Committee is satisfied that the Group’s underlying financial
performance has shown a sustained improvement in the period since the date of grant.
Executive Directors will be required to hold shares received pursuant to the vesting of
share awards for a minimum period of two years post vesting subject to sales to meet
taxes. Share awards are subject to malus and clawback (during the two-year holding
period following vesting), to the extent determined by the Remuneration Committee
as outlined in Note 1 below.
Retention Award
One-off retention award to
be made to the Group Chief
Financial Officer
To retain the Group Chief
Financial Officer to provide
stability of the executive
leadership team over the next
24 months.
One-off conditional award of shares to the Group CFO. The award is equal to 100% of base
salary. The number of shares subject to the award is determined using the Glanbia plc
volume weighted average share price for the month of December 2023.
The award is subject to a two year vesting period commencing on 1 January 2024 with
vesting subject to the Group CFO being an Executive Director on 31 December 2025.
The vested shares are subject to a one-year post vesting holding period subject to
sales to meet taxes.
Save for the specific terms detailed above, the general terms and conditions for the
LTIP will apply to the retention award, including in relation to malus and clawback,
corporate events, leaver provisions and the terms and conditions that cannot be
amended to the recipient’s advantage without shareholder approval, as outlined in
Note 1 below.
Shareholding Requirement
Minimum share ownership
requirements to be built
up over time through the
retention of vested incentive
awards
Ensure a greater alignment with
shareholders’ interests.
Executive Directors are required to build a shareholding through retaining 50% of
shares vesting under the annual bonus and LTIP (subject to sales to meet taxes) until
shareholding requirement is achieved.
The Group CEO is required to build and maintain a shareholding of 250% of base
salary and other Executive Directors are required to build up and maintain a
shareholding of 200% of base salary.
Post-Employment
Shareholding Requirement
Minimum share ownership
requirements to be built
up over time through the
retention of vested incentive
awards
Ensure a greater alignment with
shareholders’ interests
The lower of shares actually held and 100% of salary for the first year following
cessation of employment and 50% of salary for the second year with Remuneration
Committee discretion to amend the requirement in exceptional circumstances.
Applies to the Group CFO to incentive awards granted from 2022 and to other
Executive Directors from the date of appointment and for all Executive Directors, not
to shares purchased from the executive’s own funds.
Requirement is to retain 50% of vested LTIPs and bonus shares (after sales to meet
taxes) until sufficient shares held to meet post-employment requirement.
Note 1: Malus and clawback – the Remuneration Committee may, at any time within two years of a share award or annual deferred incentive vesting, determine
that malus and clawback shall apply if the Remuneration Committee determines that there was a material misstatement of the financial statements of the
Company upon which the performance targets were assessed or an erroneous calculation was made in assessing the extent to which performance targets
were met. Additionally, the Remuneration Committee can determine at any time within two years of a share award or annual deferred incentive vesting that
malus and clawback will apply if an award holder is found guilty, or pleads guilty, to a crime which causes reputational damage; or an award holder is guilty of
serious misconduct or gross negligence which causes loss or reputational damage, or where corporate failure or failure in risk management has occurred.
Remuneration Committee Report continued
Glanbia plc | Annual Report and Financial Statements
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Executive Director employment conditions
The Remuneration Committee adopts a transparent framework when making Board appointments of either external or internal
candidates.
Recruitment policy
When recruiting new Executive Directors, the Group’s policy is to provide an appropriate remuneration package to attract the right
calibre of individuals taking into account the skills and experience appropriate to the role being filled, and taking into account cost
and remuneration across the Group, including other senior executives, and that oered by other international food and nutritional
companies and other companies of similar size and complexity. New Executive Directors will generally be appointed on remuneration
packages with the same structure and pay elements as described in the table below. Each element of remuneration to be included in
the package oered to a new Executive Director would be considered.
Element Description
Base salary (fixed) Base salary levels will be set in consideration of the skills, experience and expected contribution to the
role, the current salaries of other Executive Directors in the Group and current market levels for the role.
Pension (fixed) Pension contribution will be aligned to the workforce in the country of appointment unless there is specific
market practice in the country of appointment and where for the recruitment of the right candidate it
is considered necessary by the Remuneration Committee for the executive to participate in retirement
benefits applicable to their local market and in line with relevant scheme rules and Company practice.
Other benefits (fixed) Will be considered in light of relevant market practice for the role, the benefit received by the candidate in
current role and the provisions in place for other Executive Directors.
Short-Term Performance
Related Incentive (variable)
The maximum level of short-term variable remuneration which may be granted to a new recruit is 250%
(total maximum variable remuneration is 400%, annual and long-term variable). This excludes any buyout
share awards that might arise.
The Remuneration Committee will consider whether it is appropriate for the new recruit to participate
in the same annual incentive plan applicable to the current Executive Directors. If this is considered
appropriate, the same financial measures, weighting, payout scale and target and maximum incentive
opportunity (as a percentage of base salary) which apply to the existing Executive Directors will generally
apply to the new recruit.
Long-Term Performance
Related Incentive (variable)
The maximum level of long-term variable remuneration which may be granted to a new recruit is 150%
(total maximum variable remuneration is 400%, annual and long-term variable). This excludes any buyout
share awards that might arise.
The award of long-term incentives will depend on the timing of the appointment and where this fits into
the typical annual grant cycles.
In addition to the above, when appointing an Executive Director, all other aspects of the Remuneration Policy such as malus and
clawback and shareholding requirements will apply.
In exceptional circumstances or where the Remuneration Committee determines that it is necessary for the recruitment of key
executives, the Remuneration Committee reserves the right to oer additional cash and/or share-based payments to take into account
remuneration relinquished including incentive awards forfeited when leaving the former employer which would reflect as far as possible
the nature (delivery vehicle), time horizons and performance requirements attached to that remuneration.
The Remuneration Committee’s approach to this matter is to carry out a detailed review of the awards or other remuneration element
which the individual will lose and calculate the estimated value of them. In doing so, the Remuneration Committee will consider the
vesting period; the award exercise period if applicable; whether the awards are cash or share-based; performance-related or not; the
former employer’s recent performance and payout levels and any other factors the Remuneration Committee considers appropriate.
If a buyout share award is to be made, the structure and level will be carefully designed and will generally reflect and replicate the
previous awards as accurately as possible. The award will be made subject to appropriate clawback provisions in the event that the
individual resigns, or their employment is terminated within a certain time frame.
For an internal appointment, any variable pay element awarded in respect of the prior role may be allowed to payout according to its
terms, adjusted as relevant to take into account the appointment. In addition, any ongoing remuneration obligations existing prior to
appointment (which are inconsistent with the policy as disclosed herein) may continue, provided they are disclosed to the Remuneration
Committee and in the Annual Report on Remuneration. The Remuneration Committee may also, if it considers it appropriate and in the
best interests of the Group and its shareholders, realign existing incentive awards to the Director’s Remuneration Policy applicable at
the time of appointment.
Glanbia plc | Annual Report and Financial Statements
Remuneration Committee Report continued
Executive Director Service Agreements
The Group’s policy is to provide rolling service contracts with a 12 month notice period. The Group CEO, Hugh McGuire and the Group
CFO Mark Garvey, service agreements have a rolling 12 month notice period. The Group retains the sole right to terminate with payment
in lieu of 12 months’ notice, or part thereof, at any time.
Employment contracts for Executive Directors do not provide for any compensation for loss of oce beyond payments in lieu of notice
and therefore, except as may otherwise be required by Irish law, the amount payable under the contract upon termination is limited
to a maximum of 12 months’ remuneration. If so required, the Group reserves the right to make necessary payments in settlement of a
Director’s statutory employment rights.
The former Group Managing Director Siobhán Talbot and incumbent Group CFO have additional 12 month restrictive covenant
agreements which were introduced in 2019 and are in addition to the contract of service and notice period. These restrictive covenant
agreements were put in place under the 2018-2021 Remuneration Policy, were grandfathered into the 2022-2024 policy and our new
2024-2026 policy. These agreements are necessary as a matter of law and aligned to market practice in Ireland to ensure enforceability
of non-compete obligations. The Remuneration Committee will ensure that careful consideration is given to the remuneration payable
on any termination of employment including whether an Executive Director is required to work his or her notice period to minimise the
total cost of severance.
All new appointments will have restrictive covenant agreements incorporated into their service contracts with no additional payment in
respect of these.
Exit pay policy
The Group’s exit pay policy for the variable pay of Executive Directors is as follows:
• STIP awards – STIP awards will vest pro-rata to reflect the performance period, which was worked and the performance outcomes
achieved, in accordance with plan rules with the Remuneration Committee applying its discretion to allow all or part of STIP award to
vest. STIP payments will normally be made at the usual time;
• LTIP awards – In the event an Executive Director leaves before an award vests for reasons of death, redundancy, injury, ill health
or disability, retirement with the agreement of the Remuneration Committee or any other reason approved by the Remuneration
Committee, LTIP awards lapse unless the Remuneration Committee exercises its discretion to allow all or some of the Executive
Director’s awards to vest taking into account pro-rating for service and the extent to which the performance conditions of the award
are met (save in the case of death or if the circumstances are suciently exceptional as determined by the Remuneration Committee
where the Remuneration Committee may reduce the pro-rating and vest awards earlier than the normal time). The Remuneration
Committee may at any time prior to vesting, in its absolute discretion, revoke any determination to permit awards to vest where an
Executive Director breaches a protective covenant. For all other leavers awards will lapse: in the event of a takeover, merger, scheme
of arrangement or other similar event involving a change of control of the Company or a demerger of a substantial part of the
Group, or a special dividend, or an event which has the eect of materially changing the Group’s business, or an Executive Director’s
employment with the Group terminates by reason of a transfer of his/her employment to an entity outside the Group or other similar
events that aects the Group’s shares to a material extent, share awards under the 2018 LTIP will vest early, subject to normal
restrictions on sale and the pro-rating of the share awards to reflect the reduced period of time between the commencement of the
performance period and the early vesting; and
• The Remuneration Committee can decide not to apply restrictions on sale or pro-rata a share award if it regards it as inappropriate
to do so in the particular circumstances; and other payments, such as legal or other professional fees, relocation or outplacement
costs, payments to settle legal claims may be paid if it is considered appropriate and is at the absolute discretion of the
Remuneration Committee.
Policy on external Board appointments
The long-standing policy of allowing Executive Directors to hold external Non-Executive Directorships with the prior approval of the
Remuneration Committee will continue. The Remuneration Committee considers that external directorships provide the Group’s
Executive Directors with valuable experience that is of benefit to Glanbia. The Remuneration Committee believes that it is reasonable
for the individual Executive Director to retain any fees received from such appointments given the additional personal responsibility that
this entails.
Glanbia plc | Annual Report and Financial Statements
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Remuneration below Executive Directors
The Group’s remuneration principles and the Policy underpin remuneration practice across the Group. Below the level of the Executive
Directors, similar principles and policy framework, as outlined in the preceding pages, cascade as far as possible, taking account of
seniority and relevant local market practice.
The table below outlines the reward elements which apply to employees across the Group depending on their level of seniority and
market location.
Element Description
Base salary (fixed) Set by reference to role responsibilities relative to the relevant local market based on external
independent market data against appropriate peer companies. Reviewed annually in consideration of
personal performance with any change of pay approved by a member of the Group Operating Executive
(and by the Remuneration Committee for senior executives falling under its remit).
Pension (fixed) Employees participate in retirement benefits applicable to their local market and in line with relevant
scheme rules and Company practice.
Other benefits (fixed) Employees participate in other benefits applicable to their local market and in line with relevant rules and
Company practice. Other benefits may include car benefit, illness benefit, medical insurance, relocation
expenses/payments.
Short-Term Performance
Related Incentive (variable)
The annual incentive potential is based on appropriate and specific Group or Business Unit measures, as
determined by the Remuneration Committee. For designated senior executives, deferral of the proportion
of the annual incentive earned once the appropriate taxation and social security deductions have been
made, will be invested in shares in the Company and delivered over three years following investment.
Long-Term Performance
Related Incentive (variable)
The LTIP is focused on key Group financial metrics aligned to the awards made to the Executive Directors.
The Remuneration Committee may also assign a portion of the share award as restricted stock over
the performance period with annual vesting of restricted stock awards to ensure incentive awards are
aligned to market practice and remain competitive in the markets in which Glanbia operates.
Consideration of employment conditions elsewhere in the Group
The Remuneration Committee considers all employees across the Group when establishing and implementing policy for Executive
Directors. Senior and high-performing individuals within the organisation are invited to participate in both annual and long-term
incentive arrangements. Similar to the Executive Directors, incentives are calibrated to provide appropriate rewards only on the
achievement of superior performance. In addition, senior executives below Board level may be eligible to participate in restricted stock
awards as part of the annual LTIP grant.
The Remuneration Committee has not previously consulted directly with employees when formulating Executive Director pay policy.
However, it does solicit and take into account information provided by the Group Human Resources function and the independent
external advice from its Remuneration Advisers. During 2023 there has been engagement with employees to explain how executive
remuneration aligns with the wider company policy.
The Group Chairman is the designated Non-Executive Director for workforce engagement.
The Workforce Engagement Director held numerous engagement sessions with employees at all levels and at various global sites during
2023 in Ireland and the US as well as at Business Unit leadership conferences. The employee engagement sessions provided two-way
direct dialogue on the topics of total reward, benefits, wellbeing, communication, and diversity, equity & inclusion. The annual employee
engagement survey “Your Voice” with over 80% participation in 2023, also provides rich data and feedback from the employees.
Positively, employees believed action was being taken by the company to address topics raised through the employee engagement
survey and other feedback mechanisms, for example improvements to our Family Leave policies globally. Insights were also shared by
the Workforce Engagement Director on the remit of Board committees on remuneration, audit and ESG oversight and they highlighted
the positive development in Board member diversity. Emphasis was placed on the Board’s keen desire to hear the voice of the employee
and to take that into account when decisions were being made.
Glanbia plc | Annual Report and Financial Statements
Remuneration Committee Report continued
Elements of remuneration for Non-Executive Directors
The Remuneration Policy for the Group Chairman and Non-Executive Directors is set out below.
Element Objective Description
Annual Fees Recognise market value of
role, job size, responsibility
and reflects individual skills
and experience.
Set by reference to market rates based on an external independent
evaluation of comparator companies of a similar scale and complexity.
Includes a base fee for the role of Non-Executive Director and additional
fees reflecting responsibilities for chairmanship of a committee of the
Board and Senior Independent Director, additional fees as appropriate for
other roles and increased time commitments. The Group Chairman fee is
reviewed from time-to-time by the Remuneration Committee and other
Non-Executive Director fees are reviewed by the Board. Any reviews usually
take effect from 1 January in the relevant year.
The Group Chairman receives a single all-encompassing fee.
Travel allowance To recognise the additional
time commitment associated
with travel on Company
business.
Set by reference to market rates where comparable allowances are paid
and taking into account the associated time commitment.
A travel allowance may be structured as appropriate from time to time,
taking into account the location of the Non-Executive Director and
travel commitments, including but not limited to an annual allowance,
an allowance per meeting and different allowances payable for Non-
Executives based in different continents.
Benefits and expenses Reimburse role-based
expenses incurred during
performance of the duties of
the role.
No additional benefits are provided other than direct expenses relating to
the role. Such expenses may include travel in the course of the role for the
Group and any tax payable in respect of the reimbursement grossed up if
appropriate.
The Non-Executive Directors do not have service contracts but have letters of appointment detailing the basis of their appointment.
The Non-Executive Directors do not have periods of notice and the Group has no obligation to pay compensation when their
appointment terminates in accordance with their letters of appointment. They are subject to annual re-election at the AGM of the
Company.
Section B: Annual Report on Remuneration
Remuneration Committee Governance
The Remuneration Committee comprises the Group Chairman who was independent on appointment and four Independent Non-
Executive Directors, of whom two members constitute a quorum.
The Group CEO, Group CFO and Chief Human Resources Ocer attend Remuneration Committee meetings by invitation only and as
necessary. No Director or member of the Group Operating Executive is involved in considering their own remuneration, they absent
themselves when their remuneration is discussed. The Group Secretary and Head of Investor Relations acts as secretary to the
Remuneration Committee.
Remuneration best practices
The Remuneration Committee complies with all relevant reporting and legislative requirements applicable to an Irish incorporated
company with a primary listing on Euronext Dublin. With a secondary Premium listing on the London Stock Exchange, the Remuneration
Committee has also resolved on a voluntary basis to align, to the extent it considers possible and appropriate having had regard to Irish
law, the Directors’ Remuneration Policy and Remuneration Reporting with UK remuneration best practices including the regulations
applicable to UK incorporated and listed companies.
The Remuneration Committee receives independent external advice on executive remuneration from Korn Ferry, a member of the
Remuneration Consultants Group and signatory to its Code of Conduct, who were appointed as Remuneration Advisers in 2019 following
a competitive selection process in the same year. Korn Ferry, who do not have any connection with any Directors of the Company,
provide advice to the Remuneration Committee which supports robust and sound decision making. The Remuneration Committee is
satisfied that its remuneration advisers act independently. Korn Ferry fees for advising the Remuneration Committee during 2023 were
€103,000.
The Remuneration Committee is committed to strong and eective engagement with its stakeholders and to provide remuneration
reporting disclosures that eectively explain our remuneration decisions. The Remuneration Committee continues to actively listen and
incorporate, as far as possible, the views of the stakeholders.
Glanbia plc | Annual Report and Financial Statements
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Executive Directors’ Remuneration 2023
Executive Director Remuneration Payments
Fixed Pay Annual Incentives
Long-term
Incentives
Executive Directors
Full
Year
Base
salary
€’000
Pension
contribution
€’000
Other
benefits
1
€’000
Annual
incentive
(payable
in cash)
2
€’000
Annual
incentive
(deferred
shares)
3
€’000
Long-term
incentive
4
€’000
Total
fixed
pay
€’000
Total
variable
pay
€’000
Total
5
€’000
S Talbot 2023 1,144 - 517 1,401 1,401 3,485 1,661 6,288 7,949
2022 1,106 - 567 1,220 1,220 2,200 1,673 4,640 6,313
M Garvey 2023 633 76 67 625 625 1,543 776 2,794 3,570
2022 612 153 93 545 545 974 858 2,064 2,922
1. Other benefits include company car or equivalent, medical/life assurance, tax equalisation payment to M Garvey in respect of the DC pension contribution in
Ireland, taxable cash in lieu of pension payments of 12% of salary and an accommodation allowance of €100,000 for S Talbot. Having elected to forego annual
revaluation of her accrued pension (which applies to active members of the pension scheme), S Talbot received a cash pension amount of €95,360 in 2023.
2. This reflects the proportion of the annual incentive payable in cash to Executive Directors in respect of performance for full year 2022 and 2023 performance.
3. 50% of the annual incentive will be deferred, with 30% being released after 2 years and 20% after 3 years.
4. For 2022, this reflects the value of the 2020 share award which vested on 11 May 2023. The vesting value has been updated from the 2022 Remuneration Report
with the actual share price on vesting. For 2023, this reflects the value of the 2021 share award which will not vest before 17 March 2024, where the performance
period ended on 30 December 2023. The gross value of the 2023 award is calculated using the ocial closing share price on 29 December 2023 (last day of trading
for the 2023 financial year) of €14.91. Vested awards are held for a 2-year period from the date of vest.
5. The total remuneration for both 2022 and 2023 is as a result of outstanding performance where the LTIP vesting levels were granted under our previous policy
(STIP maximum was 150% of salary for GMD/Group CFO and LTIP was 250% and 200% of salary for GMD/Group CFO respectively) and the STIP payment levels
under our current policy (STIP maximum is 250% and 200% of salary respectively and LTIP is 150% of salary for GMD/Group CFO).
Fixed Remuneration 2023
Base salary
Base salary of the Group Managing Director and the Group CFO increased by 3.4% to €1,144,002 and €633,015 respectively, eective
1 January 2023, which was lower than the increase for the broader employee population.
Pension
Both Executive Directors received pension contributions equal to 12% of salary with the Group Managing Director receiving a cash
payment in lieu of pension and the CFO participating in a defined contribution retirement plan.
Other benefits
Other benefits include the use of a company car or equivalent, medical/life assurance and an annual accommodation allowance and
for the Group CFO who holds Irish and US citizenships, a tax equalisation in respect of defined contribution (“DC”) pension contributions
in Ireland. All benefits are subject to normal deductions per the relevant regulations.
Annual Incentive 2023
The table below summarises the 2023 annual incentive targets, weightings and outcomes.
Measure Weighting Threshold Target Maximum
Achievement as a
% of maximum
Achievement
outcome
Adjusted EPS (€ cent)
1
50% 112.06 115.33 118.59 100% 50.00%
0.000 26.274 52.548 78.822 105.096 131.370
131.37
Group OCF/Cash Conversion
2
20% 75% 80% 90% 100% 20.00%
0.00 18.08 36.16 54.24 72.32 90.40
90.4%
ESG - Female Hiring % 5% 40% 45% 48% 100% 5.00%
0.00 10.82 21.64 32.46 43.28 54.10
54.1 0%
ESG - Voluntary Female Turnover % 5% 11% 9% 7% 100% 5.00%
0.0 1.2 2.4 3.6 4.8 6.0
6%
Strategic - Group MD 20%
0 20 40 60 80 100
90%
90% 18.00%
Strategic - Group CFO 20%
0 20 40 60 80 100
94%
94% 18.80%
Outcome - Group MD 98.00%
Outcome - Group CFO 98.80%
Group MD Group CFO
Overall outcome (% of salary) 245.00% 197.60%
Annual incentive award EUR 2,802,805 EUR 1,250,838
1. The 2023 adjusted EPS outcome was 131.89$cent adjusted to 131.37$cent when the impact of the acquisition during the year was excluded.
2. The 2023 OCF outcome was 91.4% adjusted to 90.4% when the impact of the acquisition during the year was excluded.
Glanbia plc | Annual Report and Financial Statements
Remuneration Committee Report continued
Key Strategic Objectives
Strategic objectives are aligned with the Group strategy reflecting the Executive Director’s personal contribution to organisational
eectiveness, the execution of the strategic growth plan and driving innovation capability. The Group Managing Director proposed the
strategic performance objectives for the Group CFO, with the Group Managing Director’s strategic objectives proposed by the Group
Chairman and all objectives approved, monitored during the year and scored by the Remuneration Committee.
Group Managing Director
Siobhán Talbot
Measure/Objective Weighting % Performance Assessment Achievement %
Objective 1 – Team development:
Advance career development and
succession plans for Group senior leaders.
10%
Facilitated succession planning of the Group CEO role with
the Nominations and Governance Committee. Detailed senior
leader succession planning process completed in 2023 with clear
development plans in place for senior leaders.
Strong execution of the Group talent, culture and DE&I strategy
actioned in 2023 with clear actions against strategic goals well
executed. 10%
Objective 2 – Deliver key GPN business
initiatives for 2023 including sustained
brand revenue and consumption growth
particularly for the largest brand Optimum
Nutrition (“ON”) and margin progression
across the business.
15%
Strong 2023 financial metrics achieved in GPN. The global
ON brand delivered strong double digit revenue growth with
momentum across both volume and pricing in the year. The
business increased consumer investment and engagement
across all brands. The US lifestyle brand portfolio continues to
perform well while the SlimFast brand continues to be negatively
impacted by the lack of movement in the diet category.
Very strong GPN margin progression in the year with EBITA
margins increasing by 300bps to 14.2%. 12%
Objective 3 – Deliver key GN business
initiatives for 2023 including volume and
margin growth in NS.
10%
2023 inventory rebalancing by customers was greater than
expected in GN NS particularly in the first quarter of the
year. This trend was well managed with progressive volume
improvements each quarter and volume growth in the second
half of the year. Customer relationships remain strong with
continued strategic evolution of the business across the
key platforms of protein and premix solutions. Very strong
operational performance continued across all the GN operations
through 2023.
Strong margin progression in the year with EBITA margins in GN
NS increasing by 110bps to 12.5% 8.8%
Objective 4 – Ensure achievement of
targeted M&A for 2023.
8%
Strong pipeline of potential acquisitions evaluated through 2023.
Acquisition of the B2B bioactive ingredients business
of PanTheryx completed as a strong bolt on to the GN NS
business activity. 7.2%
Objective 5 – Strategic portfolio
assessment.
7%
Capital allocation decisions well executed in the year through
a combination of organic growth, M&A activity and share
buybacks.
Simplification and streamlining of the Group business portfolio
continued with the execution of the sale of Glanbia’s interest in
the Glanbia UK and EU joint ventures (“JV”s) and the change in
commercial arrangements associated with our US JV operations
which will simplify Group reporting from 2024.
With the delivery of the 2023 performance Glanbia is strongly on
track to deliver on the 2023-2025 targets communicated to the
capital markets in November 2022. 7%
Total achievement 50% 45%
Glanbia plc | Annual Report and Financial Statements
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Group Chief Financial Officer
Mark Garvey
Measure/Objective Weighting % Performance Assessment Achievement %
Objective 1 – Assess specified areas of the
Group support organisation to optimise
organisational design for future needs.
12%
Significant work completed during 2023 in the transitioning of
financial services post the 2022 disposal of Glanbia’s interest in
Irish dairy and related operations.
Strong progress made in the assessment of potential future
optimal organisational design for core Group functional service
areas. Further work will continue on this item through 2024. 10.8%
Objective 2 – Strategic portfolio
assessment and optimisation of Group
capital allocation decisions.
13%
Capital allocation decisions well executed in the year through
a combination of organic growth, M&A activity and share
buybacks.
Strong M&A pipeline evaluated through the year and the
PanTheryx business acquisition completed.
Simplification and streamlining of the Group business portfolio
continued with the execution of the sale of Glanbia’s interest in
the Glanbia UK and EU joint ventures (“JVs”) and the change in
commercial arrangements associated with our US JV operations
which will simplify group reporting from 2024.
With delivery of the 2023 performance Glanbia is strongly on
track to deliver on the 2023-2025 targets communicated to the
capital markets in November 2022. 11.8%
Objective 3 – In collaboration with the
Business Unit teams, deliver key Group
financial programmes including planned
IT strategy and Group-wide key margin
improvement initiatives. 10%
Strong delivery across the core finance agenda in 2023. Key IT
system investments successfully executed to plan and strong
margin progression achieved in 2023 across the Group including
key growth platforms of GPN and GN NS. 10%
Objective 4 – Investor Relations: develop
and execute plans.
3%
Strong programme stakeholder engagement in 2023 including a
successful GPN capital markets event held in May 2023 outlining
the strategic ambition of the global ON brand. 3%
Objective 5 – Finance team development.
2%
Clear career development and succession plans in place and
actioned for global Group finance leaders and strong support
provided for the overall Group talent, culture and DE&I agenda. 2%
Total achievement 40% 37.6%
Glanbia plc | Annual Report and Financial Statements
Remuneration Committee Report continued
Vesting of 2021 Long-Term Incentive Share Awards
The 2021 share awards granted on 16 March 2021 had a three-year performance period (2021 to 2023) which ended on 30 December
2023.
Performance against the targets set has been measured and independently verified by external advisers on behalf of the Remuneration
Committee with vesting as follows:
Measure Weighting Threshold Maximum
Outcome as a %
of maximum Weighted outcome
Group EPS 50% 6% CAGR 11% CAGR 100.0% 50.00%
0.00 4.16 8.32 12.48 16.64 20.80
20.8%
Group ROCE 30% 8% 11% 100.0% 30.00%
0.00 2.22 4.44 6.66 8.88 11.10
11.10%
Group TSR 10% Median Top Quartile 100.0% 10.00%
0.00 2.22 4.44 6.66 8.88 11.10
Between median and top quartile
Group ESG 10% See table below for details
Group ESG performance Weighting Threshold Maximum
Outcome as a %
of maximum
Weighted
Outcome
Renewable Energy 5% 30% Conversion <40% Conversion 100.0% 5.00%
Energy Efficiency 2.5% Audits completed, energy
efficiency plan approved
Completed planned
actions within
performance period
100.0% 2.50%
Waste Utilisation 2.5% Base lining completed and
plans approved
Completed planned
actions within
performance period
100.0% 2.50%
Outcome 100.0%
* Group ROCE adjusted from 8.00 to 8.05% and 11.00 to 11.05% for the impact of the Glanbia Ireland (now known as Tirlan) disposal.
• Targets are set in consideration of acquisitions and disposals over the three-year performance period and therefore no adjustment is normally made for
acquisitions and disposals to determine vesting. However as noted in the 2021 Remuneration Report, the disposal of the Company’s interest in Glanbia Ireland
(now known as Tirlan) was not contemplated at the time the targets for the 2020 (and 2021) LTIP awards were set. Following completion, the Remuneration
Committee considered the implications of the disposal on inflight incentives and given the exceptional nature of the disposal, determined to adjust the inflight
LTIP awards made in 2020 and 2021 such that the performance conditions measure continuing businesses only and take no account of either the gain or
subsequent earnings impact of the disposal event.
• FY2020 Group adjusted EPS of 73.78 cents (euro) (84.28 cents (US dollar)), as set out in the 2020 Annual Report was used as a base year and has been adjusted
on a continuing basis. Adjusted EPS is calculated as the profit attributable to the equity holders of the Company before exceptional items and intangible asset
amortisation and impairment (excluding software amortisation) net of related tax, divided by the weighted average number of ordinary shares in issue during the
year excluding ordinary shares purchased by the Group and held as own shares. FY 2023 Group adjusted EPS is 131.37 $ cents. The EPS performance condition is
measured using constant currency to reflect more accurately underlying earnings performance and remove any distortionary eect of currency volatility.
• Group ROCE is defined as the Group’s earnings before interest, and amortisation (net of related tax) plus the Group’s share of the results of joint ventures after
interest and tax divided by capital employed. Capital employed comprises the sum of the Group’s total assets plus cumulative intangible asset amortisation and
impairment less current liabilities and deferred tax liabilities excluding all borrowings and lease liabilities, retirement benefit assets, cash and acquisition related
contingent consideration and contract options. It is calculated by taking the average of the relevant opening and closing balance sheet amounts. In years where
the Group makes significant acquisitions or disposals, the ROCE calculation is adjusted appropriately, to ensure the acquisition or disposal are equally time
apportioned in the numerator and the denominator.
The vesting of the share awards granted to Executive Directors in 2021 which will not vest before 17 March 2024 is as follows:
Executive Directors
Total number of
shares awarded
Number of
shares to vest in
2024
Percentage
outcome %
Value at grant
of the shares
vesting (A)
Change in value
over vesting
period of share
vesting (B)
Total vesting
value (A+B)
1
S Talbot 233,764 233,764 100% €2,690,624 €794,797 €3,485,421
M Garvey 103,480 103,480 100% €1,191,055 €351,832 €1,542,887
1. This reflects the value of share awards expected to vest in 2024 with a three-year performance period ended on 30 December 2023. The total vesting values have
been estimated using the ocial closing share price on 29 December 2023 (last day of trading for FY 2023) of €14.91. The value at grant of the shares vesting was
€11.51 being the mean between the high and low of a Glanbia plc share on 15 March 2021 (being the last day of trading on the Euronext Dublin before the grant of
the award on 16 March 2021), which was the value used to determine the number of shares of the 2021 award.
Glanbia plc | Annual Report and Financial Statements
STRATEGIC
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Long-Term Incentive Plan share awards 2022 and 2023
Details of the 2023 LTIP awards made to the Group Managing Director and Group CFO on 5 April 2023 are as follows:
Executive Director Type of award Basis of award Face value of award
1
Number of shares
under award
End of
performance period
S Talbot Conditional award
150% of salary
€1,716,010 124,710 3 January 2026
M Garvey Conditional award €949,523 69,006
1. Face value calculated using a share price of €13.76 being the mean between the highest and lowest share price on the date of grant.
The performance conditions and weightings for all outstanding share awards are set out in the following table.
2022 Performance Measures Financial Period 2022 – 2024 2023 Performance Measures Financial Period 2023 – 2025
Performance Condition
Weighting %
of max Vesting 0%
Vesting 25%
(Threshold)¹
Vesting 100%
(Maximum)¹
Weighting %
of max Vesting 0%
Vesting 25%
(Threshold)¹
Vesting 100%
(Maximum)¹
Group EPS
Three-year adjusted EPS
40% < 4% CAGR = 4% CAGR ≥ 9% CAGR 40% < 5% CAGR = 5% CAGR ≥ 10%
CAGR
Group ROCE 40% < 8% = 8% ≥ 11% 40% < 10% = 10% ≥ 13%
ESG measures 20% See table overleaf 20% See table overleaf
1. Straight line vesting between threshold performance and maximum performance for Group EPS and ROCE.
Achievement against financial performance conditions is determined on a constant currency basis to reflect more accurately
underlying earnings performance and remove any distortionary eect of currency volatility. LTIP performance targets are set with
future acquisitions in mind and are therefore reflective of the expected impact acquisitions may have on key performance conditions.
This approach acknowledges the strategic importance of acquisitions to the Group’s long-term performance and strategy.
ESG measures
2022 – 2024 LTIP (20% weighting) Threshold Maximum
Scope 1 & 2 emissions reduction 20% reduction by the end of the performance
period compared to 2021 emissions
29% reduction by the end of the performance
period compared to 2021 emissions
2023 – 2025 LTIP (20% weighting) Weighting Vesting 0%
Vesting 25%
(Threshold)
Vesting 100%
(Maximum)
Scope 1 & 2 emissions (reduction vs 2022 base year) 10% <26% 26% 31%
Water (reduction vs 2021 base year) 5% <8% 8% 11%
Packaging (% of packaging that is recyclable) 5% <75% 75% 87%
TSR performance
The graph illustrates the Total Shareholder Remuneration (“TSR”) performance of the Group over the past eight years showing the
change in value of €100 invested in Group’s shares from 3 January 2016 to 30 December 2023 (dates aligning with opening and closing
financial periods) compared with the STOXX Europe 600 Food & Beverage Index of which the Group is a constituent. This chart was first
incorporated into our reporting for 2020 covering five years.
The STOXX Europe 600 Food and Beverage Index has been selected as an appropriate index as it comprises other companies within the
same broad sector to Glanbia and of which Glanbia is a constituent.
€160
€140
€120
€80
€60
€40
€20
€0
Jn 2016 Jn 2017 Jn 2018 Jn 2019 Jn 2020 Jn 2021 Jn 2022 Jn 2024Jn 2023
STOXX Europe 600 Food nd Beverge Index
Glnbi
€100
Glanbia plc | Annual Report and Financial Statements
Remuneration Committee Report continued
Group Managing Director total remuneration
The table below sets out the remuneration received by the Group Managing Director. This table will be extended each year to 2025 to
cover a 10-year period.
2015 2016 2017 2018 2019 2020 2021 2022 2023
Total Remuneration €’000 2,631 3,133 3,229 3,466 1,577
1
2,310 3,459 6,313 7,949
Annual Incentive
achieved as a % of maximum
81.2% 90.5% 71.6% 92.8% 0.0%
1
36.3% 97.7% 88.2% 98%
Long-term Incentives
achieved as a % of maximum
74.98% 81.07% 76.79% 58.13% 17.64% 21.0% 21.6% 65.9% 100%
1. S Talbot voluntarily waived the entire 2019 annual incentive which would have otherwise resulted in a Total Remuneration earned in 2019 of €2.104 million. Annual
Incentive earned in 2019 was 33.4% of maximum.
Directors shareholdings
As at 30 December 2023 the Executive Directors share ownership against the guidelines was as follows:
Executive Directors
Shares held as at
30 December 2023
% of base salary
based on market
value as at
30 December 2023
1
Shareholding
guideline
S Talbot 532,220 694% 250%
M Garvey 207,667 489% 200%
1. The market values have been estimated using the ocial closing price of a Glanbia plc share on 29 December 2023 (being the last day of trading on the Euronext
Dublin before year end 30 December 2023) of €14.91.
Other disclosures
Dilution
Share awards granted under the 2018 LTIP and the Annual Deferred Incentive are satisfied through the funding of employee benefit
trusts which acquire shares in the market. The Company’s employee benefit trusts held 2,368,126 shares at 30 December 2023.
Payments to past Directors
There are no payments to past Directors.
Payments for loss of office
Siobhán Talbot stepped down from the Board and her position as our Group Managing Director on 31 December 2023. She continued to
be employed in the business through January and received her base salary, benefits and pension allowance (a total of €117,607) for the
period 1 January 2024 until she retired from the Group on 26 January 2024.
Ms Talbot’s 2023 STIP and 2021 LTIP have been determined based on performance in the normal way as disclosed earlier in this report.
The holding periods for these awards, in addition to those applicable to STIP and LTIP payments and vesting in prior years, will continue
post her stepping down from the Board.
Ms Talbot is a Good Leaver by reason of retirement and retains her 2022 and 2023 LTIP awards with vesting determined at the normal
time based on performance, prorating for service and subject to the normal post vesting holding periods.
The policy to retain 100% of salary in shares for one year post ceasing to be an Executive Director and 50% of salary for the second
year was introduced in 2022 and applies to STIP and LTIP awards from 2022. The 2022 and 2023 STIP and LTIP awards remain subject to
vesting and holding periods that will exceed the two years to which the shareholding requirement applies.
Under non-solicitation and non-compete restrictive covenants which were put in place and formed part of our shareholder approved
policy in 2018, Ms Talbot will receive 12 months’ base salary (€1,144,002) payable in 12 equal monthly instalments in arrears. There are no
payments to Ms Talbot in lieu of notice and total payments on stepping down from the Board do not exceed 12 months’ base salary.
Change in remuneration of Directors compared to employees
The table below shows the percentage change in total remuneration using the single figure methodology for the for the last four
financial years for the Directors of the Company and the average of all permanent employees of the Group on a full-time equivalent
basis. For the purpose of this disclosure the Group is defined as all employees of wholly-owned entities in US and Ireland who are
deemed to be most representative of the global workforce.
Glanbia plc | Annual Report and Financial Statements
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OTHER
INFORMATION
2019-2023
1
Total
remuneration
2023
€’000
Total
remuneration
2022
€’000
Total
remuneration
2021
€’000
Total
remuneration
2020
€’000
Total
remuneration
2019
€’000
Change
in total
remuneration
% 2022 to
2023
Change
in total
remuneration
% 2021 to
2022
Change
in total
remuneration
% 2020 to
2021
Change
in total
remuneration
% 2019 to
2020
Executive Directors
S Talbot Earned 7,949 6,313 3,497 2,310 2,104 25.9% 80.5% 51.4% 9.8%
Paid 7,949 6,313 3,497 2,310 1,577 25.9% 80.5% 51.4% 46.5%
M Garvey Earned 3,570 2,922 1,822 1,238 1,165 22.2% 60.4% 47.2% 6.3%
Paid 3,570 2,922 1,822 1,238 1,103 22.2% 60.4% 47. 2% 12.2%
Non-Executive Directors
5
D Gaynor 346 335 325 150 95 3.3% 3.1% 116.7% 57.9%
P Ahern
3
15 43 43 43 43 – 0% 0% 0%
R Brennan 93 90 85 – – 3.3% 5.9% – –
P Duffy 106 100 71 – – 6% 40.8% – –
B Hayes 69 43 43 43 43 60.5% 0% 0% 0%
I Haaijer 93 38 – – – 144.7% – – –
J Lodge 106 103 93 14 – 2.9% 10.8% 564.3% 0%
JG Murphy 69 43 43 56 60 60.5% 0% -23.2% -6.7%
J Murphy
3
15 43 43 10 – – 0% 330.0% –
P Murphy 69 43 43 45 60 60.5% 0% -23.2% -6.7%
D O’Connor 106 103 95 95 95 2.9% 8.4% 0% 0%
K Underhill 123 50 – – – 146% – – –
G Parisse
2
72 – – – – 0% – – –
Average
remuneration on
full-time equivalent
basis Employees of
the Group
4
89 91 84 81 75 -2.2% 8% 4% 8%
1. For supporting notes regarding 2020, 2021 and 2022 remuneration, reference should be made to the 2020, 2021 and 2022 Remuneration Reports.
2. Gabriella Parisse was appointed as an Independent Non-Executive Director eective 1 June 2023.
3. Patsy Ahern and John Murphy retired from the Board 4 May 2023.
4. Average remuneration has been determined based on workforce of wholly-owned entities in Ireland and the US which is most representative of the global workforce.
5 Non-Executive Director fees were increased for FY 2023 by 3.4% save for (a) the Non-Executive Directors nominated by the Society whose fees were aligned with
those of other Non-Executive Directors eective 1 July 2023 and (b) certain other Non-Executive Directors whose Committee memberships changed during the
year resulting in marginal dierences in their percentage increases. I Haaijer and K Underhill joined the Board as Non-Executive Directors on 1 August 2022 and
the percentage change in their total remuneration between 2022 and 2023 reflects that they each only worked part of the year in 2022.
Group Managing Director to all-employee pay ratio
Whilst not a reporting requirement, a voluntary disclosure on Group Managing Director pay ratio is set out below. The disclosure is
based on the workforce of wholly-owned entities in Ireland and the US which is most representative of the global workforce. Total
remuneration has been determined using the ‘single total figure’ methodology as it provides a like-for-like comparison between the
Group Managing Director and other employees. All elements of remuneration were calculated on a full-time and full-year equivalent
basis and no adjustments or assumptions were made by the Remuneration Committee.
The Committee notes that the median pay ratio for 2023 has increased compared to 2022. This is primarily driven by the nature
of the Group Managing Directors’ remuneration structures rather than changes in wider workforce remuneration. As expected by
shareholders and aligned to market practice, a greater proportion of the remuneration awarded to the Group Managing Director is
performance based and therefore at risk. As a result, where the Group delivers strong financial and strategic performance the total
remuneration of the Group Managing Director increases at a proportionately greater rate compared to the wider workforce. The
Remuneration Committee is satisfied that the pay ratio is appropriate relative to the strong performance achieved during the year and
is consistent with Glanbia’s reward and progression policies. The Remuneration Committee is committed to ensuring that remuneration
structures below Board level are appropriate and enable the business to attract, retain, incentivise and reward our people – see page
136 for further details on our below Board level remuneration arrangements.
Financial Year
P25 (Lower
Quartile) P50 (Median)
P75 (Upper
Quartile)
Chief Executive
(€’000)
2019 Total Remuneration Ratio 41 28 18 1,577
1
2020 Total Remuneration Ratio 57 41 26 2,310
2021 Total Remuneration Ratio 86 62 39 3,497
2022 Total Remuneration Ratio 119 91 64 6,313
2023 Total Remuneration 49 65 92 7,949
Total Remuneration Ratio 160 121 86 –
Base Salary (€’000) 40 49 69 1,144
1. In 2019 S Talbot was paid Total Remuneration of €1,577 million but earned €2.104 million. S Talbot voluntarily waived the entire 2019 annual incentive, 33.4% of maximum.
Glanbia plc | Annual Report and Financial Statements
Implementation of policy in 2024
Salary, pension and benefits
The base salary for the Group CEO is €1,000,000 and was set on appointment. The base salary for the Group CFO is €658,336 eective
1 January 2024 being an increase of 4% of salary from 2023. This annual salary increase is consistent with our overall workforce for
Ireland and the US.
Benefits are the same as for 2023 except that the Group CEO will not receive any housing allowance. The Group CFO retention award will
be granted during 2024.
Annual Incentive
The Annual Incentive opportunity for the Group CEO and Group CFO in 2024 is 250% and 200% of salary respectively.
The Annual Incentive is based on the following measures:
Measure Weighting
Group adjusted EPS 50%
Group Operating Cash flow 20%
Strategic objectives 20%
ESG 10%
The ESG measures in the 2024 annual incentive will focus on increasing female representation which aligns with our DE&I strategy. For
2024, the key DE&I measures will impact the behaviours which contribute to the ultimate outcome: 1) measuring the female hiring rates
for management roles; and 2) measuring the retention/voluntary turnover of females in management positions. These measures are
being measured on a Group-wide basis and also by Business Unit as the measures apply to the Executive Directors, Group Operating
Executive and the Business Unit leadership teams.
The Remuneration Committee believes that the targets set for 2024 reflect internal planning and are appropriately stretching relative to
prior years given the current commercial circumstances and ensuring there continues to be a strong link between pay and performance
at all times and incentivise exceptional performance from management. Targets and performance against them will be disclosed in our
2024 Remuneration Report.
LTIP share awards
The 2024 share awards will be made under our new Policy at 150% of salary for both the Group CEO and Group CFO.
Executive Directors Weighting Vesting 0%
Vesting 25%
(Threshold)
Vesting 100%
(Maximum)
Group adjusted EPS
Three-year adjusted EPS CAGR 40% < 5% CAGR = 5% CAGR ≥ 10% CAGR
Group ROCE 40% < 10% = 10% ≥ 13%
Scope 1 & 2 emissions (reduction vs 2022 base year) 10% <32% 32% 43%
Packaging (% of packaging that is recyclable) 10% <82% 82% 88%
Application of Remuneration Policy for 2024
The chart below shows how the composition of each of the Executive Directors packages varies at dierent levels of performance under
the operation of the Remuneration Policy for 2024 (excluding the Group CFO retention award). The assumptions noted for “target”
performance are provided for illustration purposes only.
0
1,000
2,000
3,000
4,000
5,000
6,000
7,000
8,000
€5,946
23%
48%
29%
€5,196
€3,109
€805
100%
€1,710
47%
38%
14%
€3,603
26%
42%
32%
€2,821
44%
13%
42%
€1,196
100%
€’000
Below
target
Target Maximum Below
target
Target
CEO CFO
Maximum
Fixed Pay
Annual Bonus
LTIP
LTIP with % Share Price Growth
Remuneration Committee Report continued
Glanbia plc | Annual Report and Financial Statements
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Threshold Target
Maximum
1. Assuming constant share price; and
2. Assuming 50% increase in share price
Fixed pay Fixed pay, being base salary, pension allowances for the 2024 financial year and other benefits taken from the single
total figure for the prior year
Annual Incentives Nil 125% of salary for the Group Chief Executive
Officer
100% of salary for the Group Chief Financial
Officer
250% of salary for the Group Chief Executive
Officer
200% of salary for the Group Chief Financial
Officer
Long-term
incentives
Nil 25% vesting of share awards
37.5% of salary for Group Chief Executive Officer
and Group Chief Financial Officer
100% vesting of share awards
150% of salary for Group Chief Executive Officer
and Group Chief Financial Officer
Non-Executive Director fees
Non-Executive Director fees are increased for FY 2024 by 4% being the same percentage increase applied to the Executive Directors.
A summary of the fee levels is provided below:
Role 2024 € 2023 €
Group Chairman 360,246 346,390
Non-Executive Director (base fee) 96,782 93,060
Senior Independent Director/Committee Chairs 13,442 12,925
Intercontinental travel allowance for US-based Non-Executive Directors 30,000 30,000
Directors’ Remuneration Report results at AGM
Resolution to receive and consider the Directors’ Remuneration Report for the year ended 31 December 2022
For % Against %
Total excluding
withheld % Withheld %
Total including
withheld %
167,356,301 99.29% 1,197,438 0.71% 168,553,739 100.00% 407,330 0.00% 168,961,069 100.00%
Directors’ Remuneration Policy results at AGM
Resolution to receive and consider the Directors’ Remuneration Policy 2022-2024
For % Against %
Total excluding
withheld % Withheld %
Total including
withheld %
166,421,089 87.91% 22,883,020 12.09% 189,304,109 100.00% 2,438 0.00% 189,306,547 100.00%
Directors’ remuneration and interests in shares in Glanbia plc
Tables A to G on the following pages give details of the Directors’ remuneration and interests in shares in Glanbia plc held by Directors
and the Group Secretary and Head of Investor Relations, and their connected persons as at 30 December 2023. There have been no
changes in the interests listed in Tables B to G between 30 December 2023 and 20 February 2024 (being the latest practicable date
prior to the signing of the Financial Statements), save that Siobhán Talbot retired as a Director on 31 December 2023. The ocial closing
share price on 29 December 2023 (last day of trading for the 2023 financial year) was €14.91 and the range during the year was €11.12 to
€16.04. The average price for the year was €13.93.
Glanbia plc | Annual Report and Financial Statements
Remuneration Committee Report continued
Table A: Directors remuneration
The salary, fees and other benefits pursuant to the remuneration package of each Director during the year were:
Date of Directorship
appointment (“App”)/
retirement (“Ret”)
Salary
€’000
Fees
€’000
Pension
contribution
1
€’000
Other
benefits
2
€’000
Annual
Incentive
paid in
cash
3
€’000
Annual
Incentive
deferred
into
shares
4
€’000
Long-term
Incentive
5
€’000
2023
Total
€’000
2022
Total
6
€’000
Executive Directors
S Talbot 1,144 – – 517 1,401 1,401 3,485 7,949 6,313
M Garvey 633 – 76 67 625 625 1,543 3,570 2,922
2023 1,777 – 76 584 2,026 2,026 5,028 11,519 -
2022 1,718 – 153 660 1,765 1,765 3,174 9,235
Non-Executive Directors
D Gaynor – 346 – – – – – 346 335
P Ahern
Ret 4 May 2023
– 15 – – – – – 15 43
R Brennan
App 1 January 2021
– 93 – – – – – 93 90
P Coveney
Ret 30 March 2022
– – – – – – – – 23
P Duffy
App 1 March 2021
– 106 – – – – – 106 100
V Gorman
Ret 5 May 2022
– – – – – – – – 15
I Haaijer
App 1 August 2022
– 93 – – – – – 93 38
B Hayes – 69 – – – – – 69 43
J Lodge – 106 – – – – – 106 103
JG Murphy – 69 – – – – – 69 43
J Murphy
Ret 4 May 2023
– 15 – – – – – 15 43
P Murphy – 69 – – – – – 69 43
D O’Connor – 106 – – – – – 106 103
K Underhill
App 1 August 2022 – 123 – – – – – 123 50
G Parisse
App 1 June 2023
– 72 – – – – – 72 –
2023 – 1,282 – – – – – 1,282 –
2022 – 1,072 – – – – – – 1,072
Total 2023 1,777 1,282 76 584 2,026 2,026 5,028 12,801 –
Total 2022 1,718 1,072 153 660 1,765 1,765 3,174 – 10,307
1. M Garvey participates in the Glanbia defined contribution plan with a DC contribution of 12% in 2023.
2. Other benefits include company car or equivalent, medical/life assurance, tax equalisation payment to M Garvey in respect of DC pension contribution in Ireland,
taxable cash in lieu of pension payments of 26.5% of salary to S Talbot and an accommodation allowance of €100,000 for S Talbot. Having elected to forego
annual revaluation of her accrued pension (which applies to active members of the pension scheme), S Talbot received a cash pension amount of €95,360 in 2023.
3. This reflects the proportion of the gross Annual Incentive (50% of total Annual Incentive) payable in cash to Executive Directors in respect of performance for full
year 2023.
4. This reflects the proportion of the gross Annual Incentive (50% of total Annual Incentive) which will be invested in shares. Following the deduction of appropriate
taxation and social security 30% will be retained for two years and 20% will be retained for three years.
5. This reflects the value of the 2021 share awards which will vest on 17 March 2024, earliest, the performance period for which ended on 30 December 2023. The gross
value is calculated using the ocial closing price of a Glanbia plc share on 29 December 2023 (being the last day of trading on the Euronext Dublin for the 2023
financial year) of €14.91. 2021 vested share awards will be held for a two year period from the date of vest.
6. 2022 Total Remuneration has been restated to update the value of the 2020 share awards to the value on the date of vest, 11 May 2023. The restated gross value is
calculated using the ocial opening share price on the date of vest of €13.97. 2020 vested share awards will be held for a two year period to May 2025.
Details of Directors’ long-term awards expected to vest in respect of performance to 30 December 2023 are set out on page 140.
The defined pension benefit of the Executive Directors during the year was as follows:
Transfer value
of increase
in accrued
pension
€’ 000
Annual pension
accrued in 2023
in excess of
inflation
€’ 000
Total annual
accrued pension
at 31 December
2023
€’ 000
S Talbot – – 159
2023 – – 159
2022 – – 159
Glanbia plc | Annual Report and Financial Statements
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Table B: Directors’ and Secretary’s interests in ordinary shares in Glanbia plc
Notes
As at
30 December 2023
Ordinary Shares
As at
1 January 2023
Ordinary Shares*
Directors
D Gaynor 10,000 10,000
S Talbot 1 532,220 398,889
R Brennan 4,000 4,000
P Duy 6,930 6,930
M Garvey 1 207,667 148,423
I Haaijer – –
B Hayes 43,696 43,696
J Lodge 5,000 5,000
J G Murphy 11,849 11,849
P Murphy 15,687 15,687
D O’ Connor 7,680 7,680
G Parisse 2 – –
K Underhill – –
844,729 652,154
Secretary
L Hennigan 8,968 9,421
* or at date of original appointment to the Board if appointed during financial year.
1. Executive Director. Retired 31 December 2023.
2. Appointed 1 June 2023.
Note: The ordinary shares held in trust for the Directors and Secretary disclosed in Table C below are included in the total number of
ordinary shares held by the Directors and Secretary above.
The Directors and Secretary did not use their shares as security during 2023 or up to 20 February 2024, being the latest practicable date
prior to the signing of the FY 2023 Financial Statements.
Table C: Directors’ interests in ordinary shares in Glanbia plc subject to restriction
2018 LTIP
2
2018 LTIP
3
2018 LTIP
4
2021 Annual
Deferred
Incentive
5
2022 Annual
Deferred
Incentive
6
2022 Annual
Deferred
Incentive
7
Total
1
Executive Directors
S Talbot 16,832 84,203 38,822 28,768 20,360 188,985
M Garvey 7,451 37, 274 21,482 12,865 9,105 88,177
Group Secretary and Head
of Investor Relations
L Hennigan 4,401 4,401
1. The above ordinary shares are held on trust for the Directors and Group Secretary and Head of Investor Relations by the Glanbia plc Section 128D Employee
Benefit Trust and are included in the total number of ordinary shares held in trust by the Directors and Secretary disclosed in Table B.
2. Subject to restriction on sale until 25 May 2024.
3. Subject to restriction on sale until 11 May 2025.
4. Subject to restriction on sale until 11 May 2024.
5. Subject to restriction on sale until 28 March 2024.
6. Subject to restriction on sale until 28 March 2025.
7. Subject to restriction on sale until 28 March 2026.
Glanbia plc | Annual Report and Financial Statements
Table D: Summary of Directors interests in Glanbia plc LTIP
As at
30 December
2023
2018 LTIP
Share Awards
As at
1 January
2023
2018 LTIP
Share Awards
Executive Directors
S Talbot 498,287 612,553
M Garvey 249,849 286,630
Table E: Directors’ interests in LTIP
Date of Grant
As at
1 January
2023
Granted
during the
year
Vested
during the
year
Lapsed
during the
year
As at
30 December
2023
Market
price at
date of
award €
Earliest date
for vesting Expiry date Notes
Executive Directors
S Talbot
23-Mar-20 238,976 – 157,486 81,490 – 8.24 23-Mar-23 23-Mar-24 1
16-Mar-21 233,764 – – – 233,764 11.57 16-Mar-24 16-Mar-25 2
11-May-22 139,813 – – – 139,813 11.82 11-May-25 11-May-26 3
05-Apr-23 – 124,710 – – 124,710 13.655 05-Apr-26 05-Apr-27 4
Total: 612,553 124,710 157,486 81,490 498,287
M Garvey
23-Mar-20 105,787 – 69,714 36,073 – 8.24 23-Mar-23 23-Mar-24 1
16-Mar-21 103,480 – – – 103,480 11.57 16-Mar-24 16-Mar-25 2
11-May-22 77,363 – – – 77,363 11.82 11-May-25 11-May-26 3
05-Apr-23 – 69,006 – – 69,006 13.655 05-Apr-26 05-Apr-27 4
Total: 286,630 69,006 69,714 36,073 249,849
1. Share awards granted on 23 March 2020 were subject to performance conditions measured over the three financial years ended 31 December 2022. The awards
vested on 11 May 2023 and the percentage of the awards vested are shown on page 149. Directors were permitted to sell sucient shares to satisfy any tax or
social security deductions arising on the acquisition of the shares. The balance of the shares are restricted from sale for two years and are held on trust for the
Directors by the trustee of the Glanbia plc Section 128D Employment Benefit Trust. The total number of shares subject to restriction are included in the total
number of ordinary shares disclosed in Table B on page 147.
2. Share awards granted on 16 March 2021 were subject to performance conditions measured over the three financial years ended 30 December 2023. The outcome
of these performance conditions and the number of share awards expected to vest to Executive Directors during 2024 are set out on pages 140. The vested share
award, net of relevant taxation and social security deductions, will be restricted from sale for two years and held on trust for them by the trustee of the Glanbia plc
section 128D Employee Benefit Trust.
3. The performance period in respect of the 2018 LTIP awards made in 2022 is the three financial years ending FY 2024.
4. The performance period in respect of the 2018 LTIP awards made in 2023 is the three financial years ending FY 2025.
The performance conditions attached to the awards granted in 2022 and 2023 are detailed in the section entitled ‘Long-Term Incentive
Plan Share Awards 2022 and 2023’ on page 141.
Table F: Executive Directors’ annual deferred incentive paid
Value of Annual
Incentive
converted into
shares €
1
Date of
conversion/
acquisition of
shares
Acquisition
price per share
at date of
conversion
Number
of shares
acquired
3
Executive Directors
2
S Talbot
2022 Annual Deferred Incentive
2021 Annual Deferred Incentive
€1,220,000
€770,000
28-Mar-23
28-Mar-22
€13.62871
€10.61872
89,502
72,469
M Garvey
2022 Annual Deferred Incentive
2021 Annual Deferred Incentive
€545,000
€426,000
28-Mar-23
28-Mar-22
€13.62871
€10.61872
40,025
40,100
1. Numbers are rounded to the nearest thousand.
2. The Directors are required to hold 60% of the shares received (net of any applicable taxes and social security) for a period of two years and three years for the
balance post vesting.
3. The total number of shares subject to restriction are included in the total number of ordinary shares disclosed in Table B on page 147.
Remuneration Committee Report continued
Glanbia plc | Annual Report and Financial Statements
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Table G: Value of awards expected to vest in and awards vested in
Number of
shares awarded
expected to vest
in 2024
Percentage
Outcome %
Estimated
Market Value €
1
Number of
shares vested in
2023
Percentage
Outcomes %
Market Value on
Date of Vest €
2
Executive Directors
S Talbot 233,764 100.0% 3,485,421 157,486 65.9% 2,200,079
M Garvey 103,480 100.0% 1,542,887 69,714 65.9% 973,905
1. This reflects the value of long-term incentive share awards expected to vest in 2024 with a three year performance period ended on 30 December 2023. The
market values have been estimated using the ocial closing price of a Glanbia plc share on 29 December 2023 (being the last day of trading on the Euronext
Dublin before year end 30 December 2023) of €14.91.
2. This reflects the value of long-term incentive share awards vested in 2023 with a three year performance period ended on 31 December 2022. These have been
valued at the market value of the shares on the date of vesting €13.97 per share (ocial opening price).
Glanbia plc | Annual Report and Financial Statements
Statutory information and Forward-looking statement
Principal activities, strategy and business model
Glanbia plc is a better nutrition company, headquartered in Ireland, with people based in 30 countries worldwide.
The Group’s business model and strategy are summarised in the Strategic Report on pages 15 to 27.
The Group Chairman’s statement on pages 10 to 11, the Chief Executive Ocer’s review on pages 12 to 14, the Operations review on pages
32 to 39 and the Chief Financial Ocer’s review on pages 40 to 45 contain a review of the development and performance of the Group’s
business during the year, of the state of aairs of the business at 30 December 2023, of recent events and of likely future developments.
Information in respect of events since the year end is included in these sections and in Note 36 to the Financial Statements.
As set out on page 43, the Group reported a profit for the period of $344.5 million after exceptionals. Comprehensive reviews of the
financial and operating performance of the Group during 2023 are set out in the Chief Financial Ocer’s review on pages 40 to 45
and in the Operations review on pages 32 to 39. Key Performance Indicators are set out on pages 24 and 25. The treasury policy and
the financial risk management objectives of the Group are set out in detail in Note 30 to the Financial Statements. Our approach to
our people, diversity equity and inclusion, and our stakeholders are discussed on pages 28 to 31, pages 50 and 51 and page 94 and
sustainability is discussed on pages 46 to 71.
Non-Financial Reporting Statement
The Group complies with the European Union (Disclosure of Non-Financial and Diversity Information by certain large undertakings
and groups) Regulations 2017, S.I. No. 360 of 2017 (as amended). The table on page 71 is designed to help stakeholders navigate to the
relevant sections in this Annual Report to understand the Group’s approach to these non-financial risks. Many of our policies can be
viewed on www.glanbia.com.
Process for appointment/retirement of Directors
In addition to the Companies Act 2014, the constitution of the Company contains provisions regarding the appointment and retirement
of Directors. At each Annual General Meeting (“AGM”) the constitution of the Company provides that each Director who has been in
oce at the conclusion of each of the three preceding AGMs, and who has not been appointed or reappointed at either of the two most
recently held of those three meetings, shall retire from oce; however in accordance with the UK Corporate Governance Code 2018 (the
“Code”), all of the Directors are subject to annual re-election. Each of the current Directors will retire at the 2024 AGM and, being eligible,
oer themselves for election or re-election. The constitution of the Company also allows the election and re-election of Independent
Directors, where applicable, to be conducted in accordance with the election provisions for Independent Non-Executive Directors in the
Euronext Dublin Listing Rules and the United Kingdom Financial Conduct Authority (“FCA”) Listing Rules.
No person, other than a Director retiring by rotation, shall be appointed a Director at any general meeting unless they are
recommended by the Directors or, not less than seven nor more than 42 days before the date appointed for the meeting notice,
executed by a member qualified to vote at the meeting has been given to the Company of the intention to propose that person for
appointment. If a Director is also a director of Tirlán Co-operative Society Limited (the “Society”), the constitution of the Company
provides that their appointment as a Director shall terminate automatically in the event of them ceasing to be a director of the Society.
The constitution of the Company also contains provisions regarding the automatic retirement of a Director in certain other limited
circumstances.
Annual General Meeting
The Company’s 2024 AGM will be held on 1 May 2024 at 11.00 a.m. at Newpark Hotel, Kilkenny, R95 KP63, Ireland. Full details of the 2024
AGM, together with explanations of the resolutions to be proposed, will be contained in the Notice of the 2024 AGM. The record date for
the 2024 AGM will be determined in accordance with section 1087G and 1105 of the Companies Act 2014.
Powers of the Directors
The Directors are responsible for the management of the business of the Company and the Group and may exercise all powers of
the Company subject to applicable legislation and regulation and the constitution of the Company. At the 2023 AGM, the Directors
were given the power to issue new shares up to a nominal amount of €4,662,758.40. This power will expire on the earlier of the close
of business on the date of the 2024 AGM or 3 August 2024. Accordingly, a resolution will be proposed at the 2024 AGM to renew the
Company’s authority to issue new shares.
At the 2023 AGM, the Directors were also given the power to:
i. dis-apply the strict statutory pre-emption provisions in the event of a rights issue or other pre-emptive issue or in any other issue up
to an aggregate amount equal to 5% of the nominal value of the Company’s issued share capital. This 5% limit includes any treasury
shares re-issued by the Company while this authority remains operable; and
ii. dis-apply the strict statutory pre-emption provisions for an additional 5% for specific transactions. The resolution gave the Directors
an additional power to allot shares on a non-pre-emptive basis and for cash up to a further 5% of the issued share capital in
connection with an acquisition or a specified capital investment which is announced contemporaneously with the issue, or which has
taken place in the preceding six month period and is disclosed in the announcement of the issue. The 5% limit includes any treasury
shares reissued by the Company while this authority remains operable.
These powers will expire on the date of the 2024 AGM or 3 August 2024, whichever is earlier. Accordingly, resolutions will be proposed at
the 2024 AGM to renew these authorities. At the 2023 AGM, the Directors were also given the power to buy back a maximum number of
27,228,736 ordinary shares at a minimum price of €0.06 each. The maximum price was an amount equal to 105% of the average of the
Glanbia plc | Annual Report and Financial Statements
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middle market quotations of the Company’s ordinary shares as derived from the Euronext Dublin Daily Ocial List for the five business
days immediately preceding the day on which such ordinary shares are contracted to be purchased. This power will expire at the earlier
of the conclusion of the 2024 AGM or 3 August 2024 and a resolution will be proposed at the 2024 AGM to renew this power. A special
resolution will be proposed at the 2024 AGM to renew the Company’s authority to acquire its own shares. At the 2023 AGM, shareholders
also authorised the maximum and minimum prices at which the Company may reissue o-market such shares as it may purchase.
This authority will expire at the earlier of the conclusion of the 2024 AGM or 3 August 2024 (whichever is earlier) and a resolution will be
proposed at the 2024 AGM to renew this authority.
Research and development
The Group is fully committed to ongoing technological innovation in all sectors of its business, providing integrated customer-focused
product development by leveraging our global technology capabilities and expertise. Expenditure on research and development
amounted to $22.1 million in 2023 (2022: $21.5 million) as disclosed in Note 5 to the Financial Statements.
Dividends
An interim dividend of 14.22 €cent per share was paid on 6 October 2023 (an aggregate of €37.7 million) to shareholders on the share
register at the close of business on 25 August 2023. The Directors propose a final dividend of 21.21 €cent per share which based on the
issued share capital at 20 February 2024 (being the latest practicable date prior to the signing of the Financial Statements) would
equate to (an aggregate of €56.2 million) bringing the total dividend in respect of 2023 to 35.43 €cent per share (an aggregate of €93.9
million). Subject to shareholder approval, the final dividend will be paid on 3 May 2024 to shareholders on the share register on 22 March
2024. The foregoing amounts paid are net of dividends waived by the Group’s Employee Trusts.
Total dividends paid during 2023 amounted to an aggregate of €89.8 million (being a final dividend of 19.28 €cent per share paid on
5 May 2023 (an aggregate of €52.1 million) and an interim dividend of 14.22 €cent per share paid on 6 October 2023 (an aggregate of
€37.7 million). The foregoing amounts paid are net of dividends waived by the Group’s Employee Trusts.
All dividend payments will be made by direct credit transfer into a nominated bank or financial institution. If a shareholder has not
provided their account details prior to the payment of the dividend, a shareholder will be sent the normal tax voucher advising a
shareholder of the amount of their dividend and that the amount is being held because their direct credit transfer instructions had
not been received in time. A shareholder’s dividends will not accrue interest while they are held. Payment will be transferred to a
shareholder’s account as soon as possible on receipt of their direct credit transfer instructions.
For the past number of years, dividends have been paid in sterling to shareholders whose address, according to the Company’s share
register, is in the UK (unless they have elected otherwise). On 15 March 2021 this structure changed and a default currency of euro is
applied to all new shareholders who come on to the Company’s share register, regardless of their registered address. Where an existing
shareholder holds shares in certificated (i.e. paper) form and has previously received sterling because their registered address is in
the UK or because they have previously elected to receive sterling, they will continue to receive sterling unless they elect otherwise. All
other shareholders will from 15 March 2021 automatically be paid in euro unless a sterling currency election is made (including those
shareholders who hold their shares in uncertificated (i.e. dematerialised) form).
Shareholders holding their shares via the central securities depository operated by Euroclear Bank or CREST will receive dividends
electronically via such systems. To avail of these facilities, shareholders should follow the applicable rules and guidelines issued by the
operators of those systems from time to time.
Irish Dividend Withholding Tax (“DWT”) must be deducted from dividends paid by an Irish resident company, unless a shareholder is
entitled to an exemption and has submitted a properly completed exemption form to the Company’s Registrar. DWT is deducted at the
standard rate of Income Tax (25%). Non-resident shareholders located in countries with a double tax treaty with Ireland and certain
Irish companies, trusts, pension schemes, investment undertakings and charities may be entitled to claim exemption from DWT. Copies
of the exemption form may be obtained from the Company’s Registrar. Shareholders should note that DWT will be deducted from
dividends in cases where a properly completed form has not been received by the market deadline for the dividend. Individuals who are
resident in Ireland for tax purposes are not entitled to an exemption. If shares are held via Euroclear Bank or CREST, the owners of the
shares will need to contact the intermediary through whom the shares are held to ascertain arrangements for tax relief to be applied at
source.
Political donations
The Electoral Act, 1997 (as amended) requires companies to disclose all political donations over €200 in aggregate made during the
financial year. The Directors, on enquiry, have satisfied themselves that no payment or other donations in excess of this amount have
been made by the Group.
Issued share capital
At 30 December 2023 the authorised share capital of the Company was 350,000,000 ordinary shares of €0.06 each and the issued
share capital was 265,071,533 (2022: 272,287,360) ordinary shares of €0.06 each, of which circa 28.50% was held by the Society. All the
Company’s shares are fully paid up and quoted on Euronext Dublin and the London Stock Exchange. The Company purchased 7,215,827
ordinary shares during the year as part of the share buyback programme.
Details of the Company’s share capital and shares under share award at 30 December 2023 are given in Notes 22 and 23, respectively, to
the Financial Statements.
Glanbia plc | Annual Report and Financial Statements
Share buyback
During 2023, the Company repurchased a total of 7,215,827 ordinary shares, returning a total of circa €100 million in cash to
shareholders. The table below sets out the ordinary shares repurchased under the buyback programme in 2023. See note 23 to the
Consolidated Financial Statements for further details.
Month
Total number of
share buyback
purchases
Average
price
paid per share
March 1,456,548 13.22
April 869,394 13.68
May 1,184,596 13.88
June 1,251,968 13.54
July 967,504 13.82
August 1,053,040 14.59
September 432,777 15.53
Total 2023 7,215,827 13.86
Rights and obligations of ordinary shares
On a show of hands at a general meeting, every holder of ordinary shares present in person or by proxy and entitled to vote shall have
one vote. On a poll, every shareholder present in person or by proxy, shall have one vote for every ordinary share held. In accordance with
the provisions of the constitution of the Company, holders of ordinary shares are entitled to a dividend where declared or paid out of
profits available for such purposes. On a return of capital on a winding up, holders of ordinary shares are entitled to participate.
Restrictions on transfer of shares/votes
With the exception of restrictions on transfer of shares under the Group’s share schemes, (while the shares are subject to such schemes),
there are no restrictions on the voting rights attaching to the Company’s ordinary shares (except as outlined below) or the transfer of
securities in the Company.
Certain restrictions on transfers of shares may from time to time be imposed by the Group’s share dealing rules and/or the Market
Abuse Regulation (EU) No 596/2014. Directors and certain employees are required to seek the Company’s approval to deal in its
shares. Additionally, members of the Group Operating Executive are required to hold a proportion of the value of their base salary in
shares. These shares may not normally be transferred during the individuals’ period in oce and a short period thereafter, subject to
Remuneration Committee discretion to amend the requirement in exceptional circumstances. Where participants in a Group share
scheme operated by the Group are the beneficial owners of shares but not the registered owner, the voting rights are normally exercised
by the registered owner at the direction of the participants.
Article 2 of the constitution of the Company provides that any ordinary shares acquired by any person who is/was an employee of the
Group or any associate or joint venture (provided such person is neither a Director of the Company nor a director of the Society) shall be
non-voting shares if such acquisition would, if not for this restriction on voting rights, cause such person to be deemed to have acquired
indirect control of the Company or to have to make an oer under Rule 9 of the Irish Takeover Panel Act 1997, Takeover Rules 2022.
Under the constitution of the Company, the Directors have the power to impose restrictions on the exercise of rights attaching to
share(s) where the holder of the share(s) fails to disclose the identity of any person who may have an interest in those shares. No person
holds securities in the Company carrying special rights with regard to control of the Company. The Company is not aware of any
agreements between holders of securities that may result in restrictions in the transfer of securities or voting rights.
Statutory information and Forward-looking statement continued
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Exercise of rights of shares in employee share schemes
As detailed in Note 23 to the Financial Statements at 30 December 2023, 2,368,126 ordinary shares (2022: 1,711,322) were held in employee
benefit trusts for the purpose of the Company’s employee share schemes.
The Group’s employee benefit trusts have waived dividends due to them in respect of unallocated shares save a nominal amount.
The Trustees of the Group’s employee trusts do not seek to exercise voting rights on shares held in the employee trusts other than on the
direction of the underlying beneficiaries. No voting rights are exercised in relation to shares unallocated to individual beneficiaries.
Rights under the Shareholders’ Rights (Directive 2007/36/EC) Regulations 2009
Shareholder(s) have the right to ask questions related to items on the agenda of a general meeting and to receive answers, subject to
certain qualifications. Shareholder(s) holding 3% of the issued share capital of the Company, representing at least 3% of its total voting
rights, have the right to put items on the agenda and to table draft resolutions at AGMs. The request must be received by the Company
at least 42 days before the relevant meeting. Further details of shareholders’ rights under the Shareholders’ Rights (Directive 2007/36/
EC) Regulations 2009 will be contained in the Notice of the 2024 AGM.
Restrictions on voting deadlines
The notice of any general meeting shall specify the deadline for exercising voting rights and appointing a proxy or proxies to vote in
relation to resolutions to be proposed at the general meeting. The number of proxy votes for, against or withheld in respect of each
resolution is published on the Group’s website after the meeting.
Constitution of the Company
The Company’s constitution details the rights attaching to the shares; the method by which the Company may purchase or reissue
its shares, the provisions which apply to the holding of shares and voting at general meetings and the rules relating to the Directors,
including their appointment, retirement, election, re-election, duties and powers. A copy of the Company’s constitution can be obtained
from the Group’s website: www.glanbia.com.
Unless expressly specified to the contrary in the constitution of the Company, the Company’s constitution may be amended by special
resolution of the Company’s shareholders.
Change of control provisions
The Group has certain debt facilities which may require repayment in the event that a change in control occurs with respect to the
Group.
In addition, the Company’s employee share plans contain change of control provisions which can allow for the acceleration of the
exercisability of share options and the vesting of share awards in the event of a change of control.
The Board is satisfied that no change of control has occurred in respect of these agreements.
Substantial interests
The Company has been advised of the following notifiable interests in its ordinary share capital as at 30 December 2023 and
20 February 2024 (being the latest practicable date prior to the signing of the Financial Statements):
Shareholder
No. of ordinary
shares as at
30 December 2023
% of issued share
capital as at
30 December 2023
No. of ordinary
shares as at
20 February 2024
% of issued share
capital as at
20 February 2024
Tirlán Co-operative Society Limited 75,537,305 28.50% 75,537,305 28.50%
Franklin Mutual Advisors, LLC 10,776,688 4.07% 10,776,688 4.07%
Glanbia plc | Annual Report and Financial Statements
Contracts of significance
On 5 May 2021, the Company and the Society entered into an amended and restated relationship agreement, which was originally
entered into in accordance with Euronext LR 6.1.7/FCA LR 9.2.2AD, eective as of 23 February 2021 (the “Relationship Agreement”). Under
the Relationship Agreement, in 2023, the number of Directors nominated by the Society reduced from five to three in a board comprising
of 13 members, with eight other Non-Executive Directors and two Executive Directors. When the Society’s holding in the Company fell
below 30% on 13 September 2022, the provisions of the Relationship Agreement terminated with the exception of the above provisions
providing for the right of the Society to appoint Non-Executive Directors.
In connection with disposal by the Company of its interest in Tirlán Limited (formerly Glanbia Ireland DAC) (“Tirlán”), certain agreements
were entered into by the Company and the Society, the principal terms and conditions of which were included in the circular sent to
shareholders on 1 February 2022 in respect of the Extraordinary General Meeting held on 25 February 2022 and is available to view on
www.glanbia.com/egm.
These agreements include:
• the Services Amendment Agreement between the Company, Tirlán and Glanbia Management Services Limited dated 7 December
2021; and
• Pensions Agreement between Glanbia, the Society, Glanbia Foods Ireland Limited and Tirlán dated 7 December 2021 in respect of
pension matters arising in the context of the Proposed Transaction.
Information required to be disclosed by LR 6.1.77, Euronext Dublin Listing Rules/FCA LR 9.8.4 R
For the purposes of Euronext LR 6.1.77/LR 9.8.4 R, the information required to be disclosed by Euronext LR 6.1.77/FCA LR 9.8.4 R can be
found in the following locations:
Section Topic Location
(1) Interest capitalised and related tax relief Financial Statements, Note 10
(2) Publication of unaudited financial information Not applicable
(3) Small related party transactions Not applicable
(4) Details of long-term incentive schemes Remuneration Committee Report
(5) Waiver of emoluments by a director Not applicable
(6) Waiver of future emoluments by a director Not applicable
(7) Non pre-emptive issues of equity for cash Not applicable
(8) Item (7) in relation to major subsidiary undertakings Not applicable
(9) Parent participation in a placing by a listed subsidiary Not applicable
(10) Contracts of significance Page 154
(11) Provision of services by a controlling shareholder Not applicable
(12) Shareholder waivers of dividends Page 153
(13) Shareholder waivers of future dividends Page 153
(14) Agreement with controlling shareholders and independence provisions/undertakings Not applicable
All the information cross-referenced above is hereby incorporated by reference into this Directors’ Report.
Forward-looking statements
The Group has made forward-looking statements in this Annual Report that are based on management’s beliefs and assumptions and
on information currently available to management. Forward-looking statements include, but are not limited to, information concerning
the Group’s possible or assumed future results of operations, business strategies, financing plans, competitive position, potential
growth opportunities, potential operating performance improvements, the eects of competition and the eects of future legislation
or regulations. Forward-looking statements include all statements that are not historical facts and can be identified by the use of
forward-looking terminology such as the words ‘believe,’ ‘develop,’ ‘ensure’, ‘expect’, ‘arrive,’ ‘achieve,’ ‘anticipate,’ ‘maintain,’ ‘grow,’
‘aim,’ ‘deliver,’ ‘sustain,’ ‘should’, ‘should be’, ‘will be’ or the negative of these terms or similar expressions. Forward-looking statements
involve risks, uncertainties and assumptions. Actual results may dier materially from those expressed in these forward-looking
statements. You should not place undue reliance on any forward-looking statements. The risk factors included at pages 75 - 83 of this
Annual Report could cause the Group’s results to dier materially from those expressed in forward-looking statements. There may
be other risks and uncertainties that the Group is unable to predict at this time or that the Group currently does not expect to have a
material adverse eect on its business. These forward-looking statements are made as of the date of this Annual Report. The Group
expressly disclaims any obligation to update these forward-looking statements other than as required by law. The forward-looking
statements in this Annual Report do not constitute reports or statements published in compliance with any of Regulations 4 to 9 and
26 of the Transparency (Directive 2004/109/EC) Regulations 2007 or any equivalent provisions of the Disclosure and Transparency
Rules of the FCA. As an Irish-incorporated company, the Strategic Report does not constitute a strategic report for the purposes of
the UK Companies Act 2006 (Strategic Report and Directors’ Report) Regulations 2013 and the Large and Medium-sized Companies
and Groups (Accounts and Reports) (Amendment) Regulations 2013, and the Remuneration Committee report does not constitute a
remuneration report for the purposes of the UK Large and Medium-sized Companies and Groups (Accounts and Reports) (Amendment)
Regulations.
Statutory information and Forward-looking statement continued
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Subsidiary and associated undertakings/branches outside the State
A list of the principal subsidiary and associated undertakings and their activities including details of any branches of the Group outside
the State is included in Note 37 to the Financial Statements.
Consolidated disclosures pursuant to Article 8 Taxonomy Regulation
The below disclosure required by Article 8 of the EU Taxonomy Regulation forms part of the Group’s Non-financial Reporting Directive
Statement.
Article Taxonomy Regulation
The Taxonomy Regulation is a key component of the European Commission’s action plan to redirect capital flows towards a more
sustainable economy. It represents an important step towards achieving carbon neutrality by 2050 in line with EU goals as the
Taxonomy is a classification system for environmentally sustainable economic activities.
During 2023 the European Commission adopted the Environmental Delegated (Commission Delegated Regulation (EU) 2023/2486) Act
as well as the Delegated Act amending the Climate Delegated Act (Commission Delegated Regulation (EU) 2023/2485) bringing new
economic activities in scope for Taxonomy reporting under all six environmental objectives.
In the following section, in line with regulatory guidance, only the wholly-owned business is considered. This therefore excludes joint
venture and associates activities from our evaluation. We present the share of our group turnover, capital expenditure (“Capex”) and
operating expenditure (“Opex”) for the reporting period 2023, which are associated with existing Taxonomy-aligned economic activities
related to the first two environmental objectives (climate change mitigation and climate change adaptation) and the share which
are associated with Taxonomy-eligible economic activities for all new economic activities introduced in 2023 relating to all six of the
environmental objectives. The results of the evaluation is disclosed in line with Art. 2 of the Art. 8 Delegated Act, (Disclosures Delegated
Act 2021/2178). The environmental objectives are as follows:
1. Climate change mitigation (“CCM”)
2. Climate change adaptation (“CCA”)
3. Sustainable use and protection of water and marine resources (“WTR”)
4. Transition to a circular economy (“CE”)
5. Pollution prevention and control (“PPC”)
6. Protection and restoration of biodiversity and ecosystems (“BIO”)
Glanbia Activities
Following consideration of the EU Taxonomy Compass, and after a thorough review involving all relevant divisions and functions,
including carrying out detailed workshops with the business unit (“BU”) operational and finance senior leadership teams, the group
classified each business activity in line with the EU Taxonomy. The assessment was done by reviewing the economic activities
description and NACE code definitions as referenced within the; Climate Delegated Act (Commission Delegated Regulation (EU)
2021/2139 amendments 2022/1214 & 2023/2485); Environmental Delegated Act (Commission Delegated Regulation (EU) 2023/2486)
and subsequent amendments and annexes supplementing The Taxonomy Regulation (2020/852). The Group classified each business
activity as either:
Taxonomy non-eligible An economic activity that is not described in the Climate/Environmental Delegated Acts
Taxonomy-eligible but not
environmentally sustainable
An economic activity which is described in the Climate/Environmental Delegated Acts and does
not meet the requirements associated with a Taxonomy-aligned economic activity
Taxonomy-aligned Taxonomy-eligible and meets the defined Technical Screening Criteria consisting of substantially
contributing to at least one environmental objective and doing no significant harm to any of the
other environmental objectives; and is carried out in compliance with ‘Minimum Safeguards’
Our assessment determined, for the limited business activities we identified as Taxonomy-eligible, that most of them related to the
objective Climate change mitigation with one business activity classified as Taxonomy-eligible under both Climate change mitigation
and The transition to a circular economy. We avoided double counting between dierent environmental objectives by allocating our
business activities to only climate change mitigation in the disclosure tables. This reflects the Group’s actions in working towards our
targets for the reduction of GHG emissions.
Key Performance Indicators (KPIs)
The KPIs include Turnover, Capex and Opex calculations.
Please refer to the disclosure tables included below setting out our KPIs. We also assessed activities against the Complementary
Climate Delegated Act (2022/1214) and have not completed templates 1 to 5 as none of the activities listed in this Act are applicable to
Glanbia.
Glanbia plc | Annual Report and Financial Statements
Turnover KPI
Glanbia has not identified Taxonomy-eligible economic activities in relation to turnover generated during 2023, reflecting the fact
that Glanbia’s core activities of food manufacturing and processing are not listed activities within the Climate Delegated Act or
Environmental Delegated Act. We also undertook a deeper review of turnover with cross functional support from our finance and
operational senior leadership team to evaluate if there was any revenue generated outside of our core economic activities that would
meet the activity description. No eligible turnover was identified during this review.
In line with last year, with no eligible turnover (numerator) and using a base of our total turnover (denominator) as reported in our
Consolidated Income Statement, we established the proportion of eligible turnover to be zero.
Capex KPI
Overall based on the review exercise carried out, 11.1% of the Group’s capital expenditure during the year met the eligibility criteria as
defined within the Climate Delegated Act and Environmental Delegated Acts. Due to the nature of our activities in food manufacturing
and processing much of our capital expenditure such as: plant upgrades within GN facilities to support production eciency and
strategy commitments; ITC platform development, reporting and integration costs and capitalised research and development (“R&D”)
costs relating to Glanbia’s product development costs, are not covered by the EU Taxonomy activities and therefore our eligible Capex
is a small percentage of our total spend.
In 2023 we identified a total of 12 eligible activities
• CCM 4.15 District heating/cooling distribution – $0.1m (0.1%) of eligible spend, relating to the replacement of existing assets in heat
exchanger systems used in the dairy processing plants.
• CCM 5.1 Construction, extension and operation of water collection, treatment and supply systems – $0.9m (0.8%) of eligible spend
relating to the replacement of existing assets as part of the long-term maintenance of the systems across dairy processing plants.
• CCM 5.7 Anaerobic digestion of bio-waste – $0.1m (0.1%) of eligible spend, various asset replacements on existing system.
• CCM 6.5 Transport by motorbikes, passenger cars and light commercial vehicles $0.5m (0.5%) of eligible spend relating to the leasing
of cars.
• CCM 6.6 Freight transport services by road - leasing of freightliner trucks for $1.2m (1.1%).
• CCM 7.2/CE 3.2 Renovation of existing buildings – $2.4m (2.2%) of eligible spend, various building renovation projects across
numerous sites.
• CCM 7.3 Installation, maintenance and repair of energy ecient equipment – $0.1m (0.1%) of eligible spend, installation of LED lighting
at various sites.
• CCM 7.4 Installation, maintenance and repair of charging stations for electric vehicles in buildings (and parking spaces attached to
buildings - $0.1m (0.1%) of eligible spend being the installation of electric Vehicle (“EV”) chargers at a facility in Germany.
• CCM 7.5 Installation, maintenance and repair of instruments and devices for measuring, regulation and controlling energy
performance of buildings- $0.1m (0.1%) of eligible spend, a programme was conducted across a number of sites to install energy
management systems, including power meters.
• CCM 7.6 Installation, maintenance and repair of renewable energy technologies - installation of solar photovoltaic panels (“PV”)
panels on European facility, $0.7m (0.6%) of eligible spend.
• CCM 7.7 Acquisition and ownership of buildings - $5.8m (5.4%) of eligible spend mostly relating to the buildings acquired as part of the
acquisition of the bioactive ingredients business of PanTheryx.
In conjunction with our engineering senior leadership team we assessed the eligible list against the Technical Screening Criteria (“TSC”)
and minimum safeguards. Following the assessment, it was concluded that projects from the following activities met the alignment
criteria:
CCM 7.4 Installation, maintenance and repair of charging stations for electric vehicles in buildings (and parking spaces attached
to buildings)
Substantial contribution – The activity involves the installation of EV charging stations in the car park.
CCM 7.6 Installation, maintenance and repair of renewable energy technologies
Substantial contribution – The activity involves the installation of solar PV on the roof of a manufacturing facility which provide
electricity as part of the technical building system.
Statutory information and Forward-looking statement continued
Glanbia plc | Annual Report and Financial Statements
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Do no significant harm (“DNSH”) – Climate change adaptation
We assessed the two activities in line with the technical screening criteria to which the DNSH criteria for climate change adaptation
applies in the context of the climate-related risks and hazards as outlined in Appendix A of the TSC. As a result of the review it was
determined that for the site in question in relation to activities 7.4 & 7.6 there were no material risks applicable. The climate-related risks
were assessed using two global warming impact scenarios RCP 2.6 and RCP 8.5 and current conditions.
Minimum Safeguards
The scope of the minimum safeguards covers the following four topics:
Human Rights
Glanbia has adopted a Human Rights policy that is grounded in universally recognised human rights standards including; UN Universal
Declaration of Human Rights; UN Guiding Principles on Business and Human Rights; International Labour Organisations Declaration
on Fundamental Principles and Rights at Work. We expect our supply chain partners to comply with the principles of this policy and to
adhere to our Supplier Code of Conduct.
Corruption and Bribery
Glanbia has an Anti-bribery and Corruption policy, which in conjunction with the Glanbia Code of Conduct outlines the expectations
for behaviour of all employees and associated persons. External and internal bribery risks are regularly assessed and appropriate
risk-based procedures are implemented, along with training for employees as appropriate to their activities and associated risks. We
operate a “Speak Up” policy and a 24 hour ‘Safecall’ hotline should any person have a concern.
Taxation
Glanbia’s tax strategy is designed to ensure compliance with all legal and disclosure requirements across the jurisdictions in which the
Group operates as well as with the applicable legal and fiduciary duties of directors and employees, and to support the delivery of the
Group’s strategy through the appropriate management of its tax aairs. www.glanbia.com/about/corporate-governance/tax-strategy
Fair Competition
The Group’s Code of Conduct is read by all employees and a declaration of compliance is obtained once an online course has been
completed. There is a section in the Code of Conduct in relation to compliance with applicable competition laws. Additional training
takes place for senior managers and high-risk positions as and when appropriate.
www.glanbia.com/about/corporate-governance/our-policies
Glanbia satisfies the requirements of the minimum safeguards in reference to the four topics above and has not been convicted in court
in cases related to human rights, corruption and bribery, taxation or fair competition. Moreover there has been no refusal to enter in a
dialogue or final statement on non-compliance from an OECD National Contact Point (“NCP”) for Responsible Business Conduct and no
not-responding to allegations by the Business & Human Rights Resource Centre (“BHRRC”).
Summary of Aligned Capex
Activity
Additions to
PP&E
Internally
generated or
purchased
intangibles
Right-of-use
assets Total
Acquired
through
Business
Combinations
As part of
a Capex Plan
CCM 7.4 $0.1m $0.1m
CCM 7.6 $0.7m – – $0.7m – –
Total $0.8m – – $0.8m – –
Note: There was no aligned Capex in 2022
Glanbia plc | Annual Report and Financial Statements
Opex KPI
The analysis of Opex led to the amount analysed being considered insignificant. The ratio of total Opex as defined by the Taxonomy
(‘Taxonomy Opex’) over Total Group Opex ($m) as noted in note 5 is only 1.2%, predominantly consisting of costs related to the
manufacture and sale of nutritional food and ingredient products, therefore Taxonomy Opex is not a significant expense in our business
model. As a result, the low representativeness of Taxonomy Opex, combined with the fact that the Group’s activities are not eligible
to-date, leads the Group to be exempted from the detailed calculation of the Taxonomy Opex KPI. The Taxonomy Opex denominator is
disclosed in the opex tables on page 164 and the calculation of the denominator is set out in the Accounting Policy below.
Accounting Policy
The specification of the KPIs is determined in accordance with Annex I of the Disclosures Delegated Act. We determine the Taxonomy-
eligible but not environmentally sustainable and the Taxonomy-aligned KPIs in accordance with the legal requirements and describe
our accounting policy in this regard as follows:
Turnover
The denominator used for the turnover KPI is based on the total revenue recognised pursuant to International Accounting Standard
(“IAS”) 1, paragraph 82 (a) as reported in the Group Income Statement on page 180.
In determining the KPI for Turnover, the proportion that is Taxonomy-aligned (numerator) and Taxonomy-eligible but not
environmentally sustainable (numerator) are each divided by the denominator.
Refer to note 2 ‘Accounting policies’ on page 187 which outlines the Group’s revenue recognition policy. Refer to note 5 ‘Operating
profit’ incorporating the ‘Revenue’ line for the denominator value. The denominator includes total revenue recognised pursuant to
International Accounting Standard (“IAS”) 1, paragraph 82(a).
Capital Expenditure
The denominator used for the Capex KPI consists of additions to tangible and intangible fixed assets during the financial year, before
depreciation, amortisation and any re-measurements, including those resulting from revaluations and impairments, as well as
excluding changes in fair value. It includes additions to fixed assets (IAS 16), intangible assets (IAS 38) and right-of-use assets (IFRS 16).
Additions resulting from business combinations are also included. Goodwill is not included in Total Capex as it is not defined in Annex I
of the Disclosures Delegated Act.
In determining the KPI for Capex, the proportion that is Taxonomy-aligned (numerator) and Taxonomy-eligible but not environmentally
sustainable (numerator) are each divided by the denominator.
Refer to note 2 ‘Accounting policies’ on pages 190 - 192 which outlines our property plant and equipment, intangible assets and leasing
accounting policies. A reconciliation to the denominator is provided below.
EU Taxonomy
Financial
Statements Ref.
2023
$m
2022
$m
PPE – Acquisitions Note 14 11.4 6.5
PPE – Additions Note 14 41.8 35.2
Intangible – Acquisitions Note 16 17.8 46.3
Intangible – Additions Note 16 32.2 39.1
Rights of Use – Acquisitions Note 15 1.2 0.6
Rights of Use – Additions Note 15 3.6 10.8
Capex Denominator 108.0 138.5
Statutory information and Forward-looking statement continued
Glanbia plc | Annual Report and Financial Statements
STRATEGIC
REPORT
GOVERNANCE
FINANCIAL
STATEMENTS
OTHER
INFORMATION
Operating Expenditure
The denominator used for the Opex KPI consists of direct non-capitalised costs that relate to research and development, building
renovation measures, short-term lease, maintenance and repair, and any other direct expenditures relating to the day-to-day servicing
of assets of property, plant and equipment. This includes:
• Research and development expenditure recognised as an expense during the reporting period in our income statement, refer to
the second table in note 5 ‘Operating profit’ where a specific line: ‘Research and development costs’ is included. In line with our
consolidated financial statements (IAS 38.126), this includes all non-capitalised expenditure that is directly attributable to research or
development activities.
• The volume of non-capitalised leases was determined in accordance with IFRS 16 and includes expenses for short-term leases and
low-value leases, refer to note 15 ‘Leasing’. Even though low-value leases are not explicitly mentioned in the Disclosures Delegated
Act, we have interpreted the legislation as to include these leases.
• Maintenance and repair and other direct expenditures relating to the day-to-day servicing of assets of property, plant and
equipment were determined based on the income statement general ledger accounts categorised as repairs and maintenance.
Other direct expenditures relates to spare parts and tools.
The denominator does not include expenditures relating to the day-to-day operation of property, plant and equipment such as: raw
materials, cost of employees operating the machine or electricity or fluids that are necessary to operate the property, plant and
equipment.
In determining the KPI for Opex, the proportion that is Taxonomy-aligned (numerator) and Taxonomy-eligible but not environmentally
sustainable (numerator) are each divided by the denominator.
Glanbia plc | Annual Report and Financial Statements
Proportion of turnover from products or services associated with Taxonomy-aligned economic activities – disclosure covering year 2023.
Financial year N Year Substantial contribution criteria DNSH criteria (’Does Not Significantly Harm’)
Economic activities
(1)
Code(s)
(2)
Turnover
(3)
Proportion
of turnover
year N
(4)
Climate
change
mitigation
(5)
Climate
change
adaptation
(6)
Water
(7)
Pollution
(8)
Circular
Economy
(9)
Biodiversity
(10)
Climate
change
mitigation
(11)
Climate
change
adaptation
(12)
Water
(13)
Pollution
(14)
Circular
Economy
(15)
Biodiversity
(16)
Minimum
safeguards
(17)
Proportion
of Taxonomy
aligned (A.1.)
or eligible
(A.2.)
turnover,
year N-1
(18)
Category
enabling
activity
(19)
Category
transitional
activity
(20)
USD % Y; N; N/EL Y; N; N/EL Y; N; N/EL Y; N; N/EL Y; N; N/EL Y; N; N/EL Y/N Y/N Y/N Y/N Y/N Y/N Y/N % E T
A. TAXONOMY-ELIGIBLE ACTIVITIES
A.1. Environmentally sustainable
activities (Taxonomy-aligned)
Activity 1 – 0%
%
Turnover of environmentally
sustainable activities
(Taxonomy-aligned) (A.1)
– 0%
%
Of which Enabling – 0% % % % % % % % E
Of which Transitional – 0% % % T
A.2 Taxonomy-Eligible but not
environmentally sustainable
activities (not Taxonomy-aligned
activities)
EL; N/EL EL; N/EL EL; N/EL EL; N/EL EL; N/EL EL; N/EL
Activity 1 – 0%
%
Turnover of Taxonomy-eligible but
not environmentally sustainable
activities (not Taxonomy-aligned
activities) (A.2)
– 0% % % % % % %
%
A. Turnover of Taxonomy eligible
activities (A.1+A.2) – 0% % % % % % %
%
B. TAXONOMY-NON-ELIGIBLE ACTIVITIES
Turnover of Taxonomy-non-eligible
activities
5,425.4 100%
TOTAL 5,425.4 100%
Statutory information and Forward-looking statement continued
Glanbia plc | Annual Report and Financial Statements
STRATEGIC
REPORT
GOVERNANCE
FINANCIAL
STATEMENTS
OTHER
INFORMATION
Proportion of turnover from products or services associated with Taxonomy-aligned economic activities – disclosure covering year 2023.
Financial year N Year Substantial contribution criteria DNSH criteria (’Does Not Significantly Harm’)
Economic activities
(1)
Code(s)
(2)
Turnover
(3)
Proportion
of turnover
year N
(4)
Climate
change
mitigation
(5)
Climate
change
adaptation
(6)
Water
(7)
Pollution
(8)
Circular
Economy
(9)
Biodiversity
(10)
Climate
change
mitigation
(11)
Climate
change
adaptation
(12)
Water
(13)
Pollution
(14)
Circular
Economy
(15)
Biodiversity
(16)
Minimum
safeguards
(17)
Proportion
of Taxonomy
aligned (A.1.)
or eligible
(A.2.)
turnover,
year N-1
(18)
Category
enabling
activity
(19)
Category
transitional
activity
(20)
USD % Y; N; N/EL Y; N; N/EL Y; N; N/EL Y; N; N/EL Y; N; N/EL Y; N; N/EL Y/N Y/N Y/N Y/N Y/N Y/N Y/N % E T
A. TAXONOMY-ELIGIBLE ACTIVITIES
A.1. Environmentally sustainable
activities (Taxonomy-aligned)
Activity 1 – 0%
%
Turnover of environmentally
sustainable activities
(Taxonomy-aligned) (A.1)
– 0%
%
Of which Enabling – 0% % % % % % % % E
Of which Transitional – 0% % % T
A.2 Taxonomy-Eligible but not
environmentally sustainable
activities (not Taxonomy-aligned
activities)
EL; N/EL EL; N/EL EL; N/EL EL; N/EL EL; N/EL EL; N/EL
Activity 1 – 0%
%
Turnover of Taxonomy-eligible but
not environmentally sustainable
activities (not Taxonomy-aligned
activities) (A.2)
– 0% % % % % % %
%
A. Turnover of Taxonomy eligible
activities (A.1+A.2) – 0% % % % % % %
%
B. TAXONOMY-NON-ELIGIBLE ACTIVITIES
Turnover of Taxonomy-non-eligible
activities
5,425.4 100%
TOTAL 5,425.4 100%
Glanbia plc | Annual Report and Financial Statements
Proportion of Capex from products or services associated with Taxonomy-aligned economic activities – disclosure covering year 2023.
Financial year N Year Substantial contribution criteria DNSH criteria (’Does Not Significantly Harm’)
Economic activities
(1)
Code(s)
(2)
Capex
(3)
Proportion
of Capex
year N
(4)
Climate
change
mitigation
(5)
Climate
change
adaptation
(6)
Water
(7)
Pollution
(8)
Circular
Economy
(9)
Biodiversity
(10)
Climate
change
mitigation
(11)
Climate
change
adaptation
(12)
Water
(13)
Pollution
(14)
Circular
Economy
(15)
Biodiversity
(16)
Minimum
safeguards
(17)
Proportion
of Taxonomy
aligned (A.1.)
or eligible
(A.2.)
Capex,
year N-1
(18)
Category
enabling
activity
(19)
Category
transitional
activity
(20)
USD % Y; N; N/EL Y; N; N/EL Y; N; N/EL Y; N; N/EL Y; N; N/EL Y; N; N/EL Y/N Y/N Y/N Y/N Y/N Y/ N Y/N % E T
A. TAXONOMY-ELIGIBLE ACTIVITIES
A.1. Environmentally sustainable activities (Taxonomy-
aligned)
Installation, maintenance and repair of charging stations
for electric vehicles in buildings (and parking spaces
attached to buildings)
CCM 7.4 0.1 0.1% EL N/EL N/EL N/EL N/EL N/EL
Y Y Y Y Y Y Y 0% E
Installation, maintenance and repair of renewable
energy technologies
CCM 7.6 0.7 0.6% EL N/EL N/EL N/EL N/EL N/EL Y Y Y Y Y Y Y 0% E
Capex of environmentally
sustainable activities
(Taxonomy-aligned) (A.1)
0.8 0.7% % % % % % %
Y Y Y Y Y Y Y 0%
Of which Enabling 0.8 0.7% % % % % % % Y Y Y Y Y Y Y % E
Of which Transitional – 0.0% % Y Y Y Y Y Y Y % T
A.2 Taxonomy-Eligible but not environmentally
sustainable activities (not Taxonomy-aligned activities)
EL; N/EL EL; N/EL EL; N/EL EL; N/EL EL; N/EL EL; N/EL
District heating/cooling CCM 4.15 0.1 0.1% EL
0%
Construction, extension and operation of water
collection, treatment and supply systems
CCM 5.1 0.9 0.8% EL 0%
Anaerobic digestion of bio-waste CCM 5.7 0.1 0.1% EL 0%
Transport by motorbikes, passenger cars and light
commercial vehicles
CCM 6.5 0.5 0.5% EL 0.4%
Freight transport services by road CCM 6.6 1.2 1.1% EL 1.1%
Renovation of existing buildings CCM 7.2/
CE 3.2
2.4 2.2% EL 3.4%
Installation, maintenance and repair of energy efficiency
equipment
CCM 7.3 0.1 0.1% EL 0%
Installation, maintenance and repair of instruments and
devices for measuring, regulation and controlling energy
performance of buildings
CCM 7.5 0.1 0.1% EL
0%
Acquisition and ownership of buildings CCM 7.7 5.8 5.4% EL 1.9%
Capex of Taxonomy-eligible but not environmentally
sustainable activities (not Taxonomy-aligned activities)
(A.2)
11.2 10.4% % % % % % %
6.8%
A. Capex of Taxonomy eligible activities (A.1+A.2) 12.0 11.1% % % % % % % 6.8%
B. TAXONOMY-NON-ELIGIBLE ACTIVITIES
Capex of Taxonomy-non-eligible activities 96.0 88.9%
TOTAL 108.0 100.0%
Statutory information and Forward-looking statement continued
Glanbia plc | Annual Report and Financial Statements
STRATEGIC
REPORT
GOVERNANCE
FINANCIAL
STATEMENTS
OTHER
INFORMATION
Proportion of Capex from products or services associated with Taxonomy-aligned economic activities – disclosure covering year 2023.
Financial year N Year Substantial contribution criteria DNSH criteria (’Does Not Significantly Harm’)
Economic activities
(1)
Code(s)
(2)
Capex
(3)
Proportion
of Capex
year N
(4)
Climate
change
mitigation
(5)
Climate
change
adaptation
(6)
Water
(7)
Pollution
(8)
Circular
Economy
(9)
Biodiversity
(10)
Climate
change
mitigation
(11)
Climate
change
adaptation
(12)
Water
(13)
Pollution
(14)
Circular
Economy
(15)
Biodiversity
(16)
Minimum
safeguards
(17)
Proportion
of Taxonomy
aligned (A.1.)
or eligible
(A.2.)
Capex,
year N-1
(18)
Category
enabling
activity
(19)
Category
transitional
activity
(20)
USD % Y; N; N/EL Y; N; N/EL Y; N; N/EL Y; N; N/EL Y; N; N/EL Y; N; N/EL Y/N Y/N Y/N Y/N Y/N Y/ N Y/N % E T
A. TAXONOMY-ELIGIBLE ACTIVITIES
A.1. Environmentally sustainable activities (Taxonomy-
aligned)
Installation, maintenance and repair of charging stations
for electric vehicles in buildings (and parking spaces
attached to buildings)
CCM 7.4 0.1 0.1% EL N/EL N/EL N/EL N/EL N/EL
Y Y Y Y Y Y Y 0% E
Installation, maintenance and repair of renewable
energy technologies
CCM 7.6 0.7 0.6% EL N/EL N/EL N/EL N/EL N/EL Y Y Y Y Y Y Y 0% E
Capex of environmentally
sustainable activities
(Taxonomy-aligned) (A.1)
0.8 0.7% % % % % % %
Y Y Y Y Y Y Y 0%
Of which Enabling 0.8 0.7% % % % % % % Y Y Y Y Y Y Y % E
Of which Transitional – 0.0% % Y Y Y Y Y Y Y % T
A.2 Taxonomy-Eligible but not environmentally
sustainable activities (not Taxonomy-aligned activities)
EL; N/EL EL; N/EL EL; N/EL EL; N/EL EL; N/EL EL; N/EL
District heating/cooling CCM 4.15 0.1 0.1% EL
0%
Construction, extension and operation of water
collection, treatment and supply systems
CCM 5.1 0.9 0.8% EL 0%
Anaerobic digestion of bio-waste CCM 5.7 0.1 0.1% EL 0%
Transport by motorbikes, passenger cars and light
commercial vehicles
CCM 6.5 0.5 0.5% EL 0.4%
Freight transport services by road CCM 6.6 1.2 1.1% EL 1.1%
Renovation of existing buildings CCM 7.2/
CE 3.2
2.4 2.2% EL 3.4%
Installation, maintenance and repair of energy efficiency
equipment
CCM 7.3 0.1 0.1% EL 0%
Installation, maintenance and repair of instruments and
devices for measuring, regulation and controlling energy
performance of buildings
CCM 7.5 0.1 0.1% EL
0%
Acquisition and ownership of buildings CCM 7.7 5.8 5.4% EL 1.9%
Capex of Taxonomy-eligible but not environmentally
sustainable activities (not Taxonomy-aligned activities)
(A.2)
11.2 10.4% % % % % % %
6.8%
A. Capex of Taxonomy eligible activities (A.1+A.2) 12.0 11.1% % % % % % % 6.8%
B. TAXONOMY-NON-ELIGIBLE ACTIVITIES
Capex of Taxonomy-non-eligible activities 96.0 88.9%
TOTAL 108.0 100.0%
Proportion of Capex/Total Capex
Taxonomy-aligned per objective Taxonomy-eligible per objective
CCM 0.7% 10.4%
CCA – –
WTR – –
CE – 2.2%
PPC – –
BIO – –
Note: table shows all objectives where there is eligibility
Glanbia plc | Annual Report and Financial Statements
Statutory information and Forward-looking statement continued
Proportion of Opex from products or services associated with Taxonomy-aligned economic activities – disclosure covering year 2023.
Financial year N Year Substantial contribution criteria DNSH criteria (’Does Not Significantly Harm’)
Economic activities
(1)
Code(s)
(2)
Opex
(3)
Proportion
of Opex
year N
(4)
Climate
change
mitigation
(5)
Climate
change
adaptation
(6)
Water
(7)
Pollution
(8)
Circular
Economy
(9)
Biodiversity
(10)
Climate
change
mitigation
(11)
Climate
change
adaptation
(12)
Water
(13)
Pollution
(14)
Circular
Economy
(15)
Biodiversity
(16)
Minimum
safeguards
(17)
Proportion
of Taxonomy
aligned (A.1.)
or eligible
(A.2.)
Opex,
year N-1
(18)
Category
enabling
activity
(19)
Category
transitional
activity
(20)
USD % Y; N; N/EL Y; N; N/EL Y; N; N/EL Y; N; N/EL Y; N; N/EL Y; N; N/EL Y/N Y/N Y/N Y/N Y/N Y/N Y/N % E T
A. TAXONOMY-ELIGIBLE ACTIVITIES
A.1. Environmentally sustainable
activities (Taxonomy-aligned)
Activity 1 – %
%
Opex of environmentally
sustainable activities
(Taxonomy-aligned) (A.1)
– % % % % % % %
%
Of which Enabling – % % % % % % % % E
Of which Transitional – % % % T
A.2 Taxonomy-Eligible but not
environmentally sustainable
activities (not Taxonomy-aligned
activities)
EL; N/EL EL; N/EL EL; N/EL EL; N/EL EL; N/EL EL; N/EL
Activity 1 – %
%
Opex of Taxonomy-eligible but
not environmentally sustainable
activities (not Taxonomy-aligned
activities) (A.2)
– % % % % % % %
%
A. Opex of Taxonomy eligible
activities (A.1+A.2) – % % % % % % %
%
B. TAXONOMY-NON-ELIGIBLE ACTIVITIES
Opex of Taxonomy-non-eligible
activities
61.8 100%
TOTAL 61.8 100%
Glanbia plc | Annual Report and Financial Statements
STRATEGIC
REPORT
GOVERNANCE
FINANCIAL
STATEMENTS
OTHER
INFORMATION
Proportion of Opex from products or services associated with Taxonomy-aligned economic activities – disclosure covering year 2023.
Financial year N Year Substantial contribution criteria DNSH criteria (’Does Not Significantly Harm’)
Economic activities
(1)
Code(s)
(2)
Opex
(3)
Proportion
of Opex
year N
(4)
Climate
change
mitigation
(5)
Climate
change
adaptation
(6)
Water
(7)
Pollution
(8)
Circular
Economy
(9)
Biodiversity
(10)
Climate
change
mitigation
(11)
Climate
change
adaptation
(12)
Water
(13)
Pollution
(14)
Circular
Economy
(15)
Biodiversity
(16)
Minimum
safeguards
(17)
Proportion
of Taxonomy
aligned (A.1.)
or eligible
(A.2.)
Opex,
year N-1
(18)
Category
enabling
activity
(19)
Category
transitional
activity
(20)
USD % Y; N; N/EL Y; N; N/EL Y; N; N/EL Y; N; N/EL Y; N; N/EL Y; N; N/EL Y/N Y/N Y/N Y/N Y/N Y/N Y/N % E T
A. TAXONOMY-ELIGIBLE ACTIVITIES
A.1. Environmentally sustainable
activities (Taxonomy-aligned)
Activity 1 – %
%
Opex of environmentally
sustainable activities
(Taxonomy-aligned) (A.1)
– % % % % % % %
%
Of which Enabling – % % % % % % % % E
Of which Transitional – % % % T
A.2 Taxonomy-Eligible but not
environmentally sustainable
activities (not Taxonomy-aligned
activities)
EL; N/EL EL; N/EL EL; N/EL EL; N/EL EL; N/EL EL; N/EL
Activity 1 – %
%
Opex of Taxonomy-eligible but
not environmentally sustainable
activities (not Taxonomy-aligned
activities) (A.2)
– % % % % % % %
%
A. Opex of Taxonomy eligible
activities (A.1+A.2) – % % % % % % %
%
B. TAXONOMY-NON-ELIGIBLE ACTIVITIES
Opex of Taxonomy-non-eligible
activities
61.8 100%
TOTAL 61.8 100%
Glanbia plc | Annual Report and Financial Statements
Directors’ Responsibility Statement
The Directors are responsible for preparing the Annual Report and the Group and Company Financial Statements in accordance with
applicable law and regulations. Irish company law requires the Directors to prepare Financial Statements for each financial year. Under
that law the Directors are required to prepare the Group Financial Statements in accordance with International Financial Reporting
Standards (IFRS) as adopted by the European Union and Article 4 of the IAS Regulation and elected to prepare the Company Financial
Statements in accordance with Financial Reporting Standard 101 Reduced Disclosure Framework (FRS 101) as applied in accordance
with the provisions of the Companies Act 2014. Under Irish law the Directors shall not approve the Group and Company Financial
Statements unless they are satisfied that they give a true and fair view of the assets, liabilities and financial position, of the Group and
Company respectively, as at the end of the financial year and of the profit or loss of the Group for the financial year and otherwise
comply with the Companies Act 2014.
In preparing these Group and Company Financial Statements the Directors are required to:
• select suitable accounting policies and then apply them consistently;
• make judgements and estimates that are reasonable and prudent;
• state that the Financial Statements comply with IFRS as adopted by the European Union and ensure the Financial Statements
contain the information required by the Companies Act 2014 and as regards the Company Financial Statements in accordance
with Financial Reporting Standard 101 Reduced Disclosure Framework (FRS 101) as applied in accordance with the provisions of the
Companies Act 2014; and
• prepare the Financial Statements on a going concern basis, unless it is inappropriate to presume that the Group and the Company
will continue in business.
The Directors are also required by the Transparency Directive (Directive 2004/109/EC) Regulations 2007, the Central Bank (Investment
Market Conduct) Rules 2019, the Companies Act 2014, the Listing Rules issued by Euronext Dublin and the Disclosure and Transparency
Rules of the UK Financial Conduct Authority to prepare a Directors’ Report and reports relating to Directors’ remuneration and
corporate governance and the Directors are required to include a management report containing, amongst other things, a fair review of
the development and performance of the Group’s business and of its position and a description of the principal risks and uncertainties
facing the Group.
The Directors are responsible for keeping adequate accounting records that are sucient to:
• correctly record and explain the transactions of the Company;
• enable, at any time, the assets, liabilities, financial position and profit or loss of the Company to be determined with reasonable
accuracy;
• enable the Directors to ensure that the Group and Company Financial Statements and the Directors’ Report comply with the
Companies Act 2014, and as regards the Group Financial Statements Article 4 of the IAS Regulation; and
• enable the Group and Company Financial Statements to be audited.
The Directors are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps
for the prevention and detection of fraud and other irregularities. The Directors are responsible for the maintenance and integrity of
certain corporate and financial information included on the Group’s website (www.glanbia.com). Legislation in Ireland concerning the
preparation and dissemination of Financial Statements may dier from legislation in other jurisdictions.
Each of the Directors, whose names and functions are listed on page 88 and pages 90 - 92 (current Directors) confirms that he/she
considers that the Annual Report and Financial Statements, taken as a whole, is fair, balanced and understandable and provides the
information necessary for shareholders to assess the position, performance, business model and strategy of the Company and the
undertakings included in the consolidation taken as whole. Each of the Current Directors also confirms that to the best of each person’s
knowledge and belief:
• the Group Financial Statements prepared in accordance with IFRS as adopted by the European Union and the Company Financial
Statements prepared in accordance with Financial Reporting Standard 101 Reduced Disclosure Framework (FRS 101) and as applied in
accordance with the provision of the Companies Act 2014 give a true and fair view of the assets, liabilities and financial position and
profit or loss of the Company and the undertakings included in the consolidation taken as a whole; and
• the Directors’ Report contained in the Annual Report includes a fair review of the development and performance of the business and
the position of the Company and the undertakings included in the consolidation taken as a whole, together with a description of the
principal risks and uncertainties that they face.
Directors’ Report
The Directors’ Report for the purpose of the Transparency Directive (Directive 2004/109/EC) Regulations 2007, the Central Bank
(Investment Market Conduct) Rules 2019, the Companies Act 2014, the Listing Rules issued by Euronext Dublin and the Disclosure and
Transparency Rules of the UK Financial Conduct Authority consists of pages 1-166.
On behalf of the Board
Donard Gaynor Hugh McGuire Mark Garvey
Directors
27 February, 2024
STRATEGIC
REPORT GOVERNANCE
FINANCIAL
STATEMENTS
OTHER
INFORMATION
Glanbia plc | Annual Report and Financial Statements
Financial
Statements
Glanbia plc | Annual Report and Financial Statements
Glanbia plc | Annual Report and Financial Statements
STRATEGIC
REPORT GOVERNANCE
FINANCIAL
STATEMENTS
OTHER
INFORMATION
Independent auditor’s report to the members of Glanbia
Public Limited Company
Report on the audit of the financial statements
Opinion on the financial statements of Glanbia Public Limited Company (the ‘Company’)
In our opinion the Group and Company financial statements:
• give a true and fair view of the assets, liabilities and financial position of the Group and Company as at 30 December 2023 and of the
profit of the Group for the period then ended; and
• have been properly prepared in accordance with the relevant financial reporting frameworks and, in particular, with the requirements
of the Companies Act 2014 and, as regards the Group financial statements, Article 4 of the IAS Regulation.
The financial statements we have audited comprise:
The Group financial statements:
• the Group income statement;
• the Group statement of comprehensive income;
• the Group balance sheet;
• the Group statement of changes in equity;
• the Group statement of cash flows; and
• the related notes 1 to 37, including a summary of material accounting policies as set out in note 2.
The Company financial statements:
• the Company balance sheet;
• the Company statement of changes in equity; and
• the related notes 1 to 10, including a summary of material accounting policies as set out in note 1.
The relevant financial reporting framework that has been applied in the preparation of the Group financial statements is the Companies
Act 2014 and International Financial Reporting Standards as adopted by the European Union (“IFRS”) (“the relevant financial reporting
framework”). The relevant financial reporting framework that has been applied in the preparation of the Company financial statements
is the Companies Act 2014 and FRS 101 ‘Reduced Disclosure Framework’ issued by the Financial Reporting Council (“the relevant
financial reporting framework”).
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (Ireland) (ISAs (Ireland)) and applicable law. Our
responsibilities under those standards are described below in the “Auditor’s responsibilities for the audit of the financial statements”
section of our report.
We are independent of the Group and Company in accordance with the ethical requirements that are relevant to our audit of the
financial statements in Ireland, including the Ethical Standard issued by the Irish Auditing and Accounting Supervisory Authority (IAASA),
as applied to public interest entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements.
We believe that the audit evidence we have obtained is sucient and appropriate to provide a basis for our opinion.
Summary of our approach
Key audit matters The key audit matters that we identified in the current year were:
• Impairment of goodwill and other intangible assets
• Provisions for uncertain tax positions
• Revenue recognition
• Exceptional items
Materiality The Group materiality that we used in the current year was $14.0m which was determined on the basis of 4.1%
of profit before tax (“PBT”) excluding exceptional items.
The Company materiality that we used in the current year was €6.9m which was determined on the basis of 1.3%
of Net Assets.
Scoping We focused our Group audit scope primarily on the audit work in 60 components. 6 of these were subject to a
full audit, whilst the remaining 54 were subject to audits of specified balances where the extent of our testing
was based on our assessment of the associated risks of material misstatement, and the materiality of the
component’s operations to the Group. Analytical review procedures were performed by the Group audit team on
all other components within the Group.
Significant changes
in our approach
There have been no significant changes in our audit approach in the current financial period.
Glanbia plc | Annual Report and Financial Statements
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Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of accounting in the
preparation of the financial statements is appropriate.
Our evaluation of the directors’ assessment of the Group and Company’s ability to continue to adopt the going concern basis of
accounting included:
• We evaluated the design and determined the implementation of the relevant controls in place for the directors’ review of the budgets
and forecasts for at least a period of 12 months from the date of signing of the Annual Report and Financial Statements, including
reviewing their challenge of these;
• We evaluated the Group and Company’s financing arrangements, including the agreements in respect of the undrawn committed
bank facilities in place within the Group;
• We challenged the directors’ assumptions and the basis for their evaluation and the inclusion of sensitivities incorporated in the
budgets and forecasts related to macro-economic factors such as geopolitical factors, any potential supply-chain disruption, labour
challenges and inflationary pressures on future trading;
• We performed a look back analysis of the historical accuracy of forecasts prepared by management;
• We considered throughout the audit any contradictory information to the directors’ confirmation that the Group and Company is a
going concern, including evaluating whether the assumptions are realistic, achievable and consistent with the external and internal
environment; and
• We evaluated the completeness and accuracy of the disclosures made on pages 84 and 247 by reference to the understanding we
have obtained of the Group’s and Company’s financial performance during 2023, our assessment of the directors’ projections and our
reading of the Group’s and Company’s financing agreements.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that,
individually or collectively, may cast significant doubt on the Group and Company’s ability to continue as a going concern for a period of
at least twelve months from when the financial statements are authorised for issue.
In relation to the reporting on how the Group has applied the UK Corporate Governance Code and the Irish Corporate Governance
Annex, we have nothing material to add or draw attention to in relation to the directors’ statement in the financial statements about
whether the directors considered it appropriate to adopt the going concern basis of accounting.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this
report.
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Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial
statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud)
we identified, including those which had the greatest eect on: the overall audit strategy, the allocation of resources in the audit; and
directing the eorts of the engagement team. These matters were addressed in the context of our audit of the financial statements as
a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Impairment of goodwill and other intangible assets
Key audit
matter
description
The Group’s goodwill and other intangible assets of $1,537.3m, which are held across 5 (2022: 8) individual Cash
Generating Units (CGUs), represent approximately 41% of the Group’s total assets at period end.
The Group consolidated 3 recently acquired, individual CGUs into the Nutritional Solutions (“NS”) CGU during 2023.
The directors based their decision to consolidate these CGUs due to the interdependency of cash inflows and the
original acquisition strategy being that these bolt-on businesses were to benefit from synergies within the NS segment.
As at 30 December 2023, there is 1 (2022: 4) distinct CGU in Glanbia Nutritionals (“GN”) that holds goodwill, namely NS.
There was one acquisition in 2023 within Glanbia Nutritionals which due to the acquisition accounting being performed
on a provisional basis, has not been allocated to a CGU for impairment purposes. As a result of these changes the
number of significant CGUs in the Group has decreased from 8 to 5.
In carrying out their impairment review, significant judgement is required by the directors in identifying indicators of
impairment, and estimation is required in determining the recoverable amount of the Group’s CGUs.
There is a significant fraud risk, pinpointed to 2 CGUs, that the net present value of future cashflows within the CGUs
will not be sucient to recover the Group’s carrying value of each CGU including goodwill and other intangible assets
including those with indefinite lives, leading to an impairment charge that has not been recognised in the financial
statements.
The recoverable amount used in the impairment assessment is determined based on value in use calculations which
rely on directors’ assumptions and estimates of future trading performance. These assumptions and estimates may be
impacted by new risks and uncertainties arising from geopolitical factors, and other macro-economic factors such as
supply chain disruption, labour challenges, inflationary and recessionary pressures, resulting in reduced headroom and
potentially impairment in the carrying value of goodwill and other intangible assets. The key assumptions utilised by the
directors in the impairment reviews are discount rates, cash flow projections and long-term growth rates.
Due to the high degree of auditor judgement and increased audit eort, including the need to involve our fair value
specialists, we have identified this as a key audit matter.
Refer also to page 114 (Audit Committee Report), pages 191-192 (Intangible assets accounting policy), note 3 (Critical
accounting estimates and judgements) and note 16 to the financial statements.
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How the scope
of our audit
responded
to the key
audit matter
We evaluated the design and determined the implementation of relevant controls in respect of the impairment review
process and the budgeting process upon which the Group’s cash flow projections are based.
In conjunction with our valuation specialists, we evaluated the Group’s impairment review methodology applied by the
directors in preparing the value in use calculations.
We evaluated and challenged the judgements applied in determining the CGUs, particularly in relation to the change to
the composition of the CGUs within GN.
We performed a retrospective review of assumptions used in prior period value in use calculations and compared these
to actual outturn.
We understood and challenged the underlying key assumptions within the Group’s impairment model, including
assessing for any indicators of management bias, by developing an independent view of the discount rates and long-
term growth rates where, in conjunction with our valuation specialists, we benchmarked the rates used by the directors
against market data and comparable organisations.
We obtained and challenged cash flow projections by comparing them to historic growth rates and the Group’s
strategic plans. We challenged and assessed for any indicators of management bias in the Group’s forecasts with
reference to recent performance and macro-economic factors such as climate, geopolitical factors, supply chain
disruption, labour challenges, inflationary and recessionary pressures and trend analysis including comparing recent
historic CGU performance to budgets. We evaluated the directors’ sensitivity analysis and performed our own sensitivity
analysis on the key assumptions used.
Where we noted any significant reductions or increases in headroom for a CGU since the prior period, we gained
an understanding of the reasons giving rise to the reduction/increase and performed additional procedures to
substantiate these reasons. We held discussions with the business unit controllers to understand the changes being
implemented at the site level to achieve the targets set in the strategic plans.
We evaluated the completeness and accuracy of the disclosures in relation to goodwill and other intangible assets for
compliance with the relevant financial reporting framework.
Key
observations
While we note that specific actions are required by the Group to achieve the forecasts outlined in the Group’s strategic
plans, particularly in light of increasing inflationary pressures, over the short and medium term, we concurred with the
directors’ conclusions from their annual impairment review, that there was no impairment of goodwill or indefinite life
intangible assets.
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Provisions for uncertain tax positions
Key audit
matter
description
The Group operates across numerous multinational jurisdictions, the most significant of which are Ireland and the US,
and are subject to periodic challenge by local tax authorities on a range of tax matters during the normal course of
business including transfer pricing, Group financing arrangements and transaction-related tax matters.
The directors apply significant judgement in assessing current and deferred tax risks and exposures in relation to the
interpretation of local and international tax laws, rates and treaties relating to worldwide provisions for uncertain tax
positions.
As a result, there is a significant risk that tax authorities could have dierent interpretations to those of the directors,
and that the directors’ judgements are reflective of management bias, resulting in potential misstatement of tax
provisions.
Due to the high degree of auditor judgement and increased audit eort, including the need to involve our tax specialists,
we have identified this as a key audit matter.
Refer also to page 114 (Audit Committee Report), pages 189-190 (Income taxes accounting policy), note 3 (Critical
accounting estimates and judgements) and notes 11 and 26 to the financial statements.
How the scope
of our audit
responded to
the key audit
matter
To obtain evidence over the appropriateness of the directors’ assumptions in determining provisions for uncertain tax
positions, we obtained an understanding of the Group’s tax strategy, tax operating models and correspondence with
various tax authorities during the financial period.
We evaluated the design and determined the implementation of the relevant controls in respect of the tax risk
management process.
We also reviewed the directors’ assessment of related tax risks and exposures across the Group for the identification of
uncertain tax positions.
We engaged our Irish and International tax specialists as part of our audit team, including US tax specialists, to analyse
and challenge the appropriateness of the assumptions made by the directors in determining the current and deferred
tax provisions and any movements in those provisions on an annual basis.
We challenged and evaluated directors’ assumptions and estimates, including any indicators of management bias
within these, including external advice obtained, in respect of tax risks and related provisions. We focused particularly
on the directors’ judgements made in relation to transfer pricing models, interpretations of relevant tax laws, new and
amended Group financing arrangements and the directors’ assessment of likely outcomes for uncertain tax positions in
key jurisdictions where the Group has significant trading operations.
We inspected relevant correspondence between the Group and various tax authorities.
We evaluated the completeness and accuracy of current and deferred tax disclosures for compliance with the relevant
financial reporting framework.
Key
observations
We note that there is inherent uncertainty and unpredictability in relation to the above tax matters, however, based
on the audit work performed as outlined above, we have concluded the Directors’ judgement and measurement of
uncertain tax positions to be within an acceptable range of estimates.
Glanbia plc | Annual Report and Financial Statements
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Revenue recognition
Key audit
matter
description
The Group sells products to customers under a variety of contractual terms. The Group’s revenue arrangements are
predominantly straightforward and require little judgement to be exercised. However, in the Performance Nutrition
(GPN) segment, discounts, rebates and other promotional arrangements are a feature and revenue must be recognised
net of these selling arrangements.
At the period end, management estimates the level of discounts, rebates and other promotional arrangements to
be applied to its sales contracts. Judgement is required to determine the level of accruals required to settle these
arrangements with customers post period-end, which impacts the amount of revenue recognised in the period. We
have therefore pinpointed the significant presumed risk of fraud, including management bias, in revenue recognition t o
period-end accrued rebates relating to selling arrangements, and the corresponding debit adjustment to revenue as a
risk exists that revenue could be misstated either intentionally to achieve performance targets, or as a result of error.
Due to the judgements made by management in respect of discounts, rebates and other promotional arrangements,
this required extensive audit eort, therefore we have considered this as a key audit matter.
Refer also to page 114 (Audit Committee Report), and page 187 (Revenue recognition accounting policy)
How the scope
of our audit
responded to
the key audit
matter
We obtained an understanding of the various revenue contracts and selling arrangements in place with customers
across all segments of the Group, and of the relevant internal controls and IT systems in place over the revenue
processes to determine if revenue was appropriately recognised to reflect the terms of contracts with customers.
We focused specifically on the GPN segment as these selling arrangements are a significant feature of the GPN
business. We evaluated the design and determined the implementation of relevant controls in respect of discounts,
rebates and promotional arrangements applied to revenue contracts.
Operating eectiveness testing was performed, and controls were relied upon.
We discussed key contractual arrangements with management and obtained relevant documentation, including
documentation in respect of discounts, rebates and other promotional arrangements.
On a sample basis, we recalculated period-end accruals based on underlying contracts with customers and assessed
whether there was any evidence of management bias in key judgements made by management.
We also performed retrospective look-back analysis over changes to prior period estimates to challenge the
assumptions made, including assessing the amounts recorded for evidence of management bias.
Key
observations
We have no observations that impact on our audit in respect of the amounts and disclosures related to revenue
recognition.
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Exceptional items
Key audit
matter
description
As described in note 2 (summary of accounting polices) and note 6 (Exceptional items) the Group, in accordance with
its stated accounting policy, classified a number of significant items of income and expense totalling a gain of $46.4m
as exceptional items. These exceptional items primarily relate to net exceptional gain on disposal/exit of operations,
pension related costs, portfolio reorganisation costs, exceptional charge after tax from discontinued operations and the
related tax impact of these exceptional items.
Earnings before interest, tax and amortisation (EBITA) is disclosed throughout the Annual Report and Financial
Statements on a pre-exceptional basis and is one of the Group’s key performance indicators.
The classification of items as exceptional aects adjusted earnings per share and is inherently judgemental. As a result,
there is a risk that items are not consistently classified as exceptional items in line with the Group’s accounting policy, or
are not adequately disclosed.
Because of the significant audit eort and judgement made by the directors in respect of the classification of
exceptional items, we have identified this as a key audit matter.
Refer also to page 114 (Audit Committee Report), and page 187 (Exceptional Items accounting policy)
How the scope
of our audit
responded to
the key audit
matter
We obtained an understanding of the process the directors undertook to identify and present exceptional items
within the Annual Report and Financial Statements. For each of these exceptional items, we audited the underlying
transactions giving rise to the charge or credit recognised.
We challenged the nature and classification of transactions as exceptional items in accordance with the Group’s
accounting policy, whilst also challenging whether the accounting policy for exceptional items is appropriate and has
been applied consistently with previous periods.
We evaluated the completeness and accuracy of the presentation and disclosures of exceptional items in the Group’s
financial statements against requirements under the relevant financial reporting framework.
Key
observations
We have no observations that impact on our audit in respect of the amounts and disclosures related to exceptional
items.
Our audit procedures relating to these matters were designed in the context of our audit of the financial statements as a whole, and not
to express an opinion on individual accounts or disclosures. Our opinion on the financial statements is not modified with respect to any
of the risks described above, and we do not express an opinion on these individual matters.
Our application of materiality
We define materiality as the magnitude of misstatement in the financial statements that makes it probable that the economic
decisions of a reasonably knowledgeable person would be changed or influenced. We use materiality both in planning the scope of our
audit work and in evaluating the results of our work.
Based on our professional judgement, we determined materiality for the financial statements as a whole as follows:
Group financial statements Company financial statements
Materiality $14.0m (2022 : $13.2m) €6.9m (2022 : €6.9m)
Basis for determining materiality 4.1% of profit before tax (“PBT”) excluding
exceptional items
1.3% of Net Assets
Rationale for the benchmark applied We have considered PBT excluding
exceptional items to be the critical
component for determining materiality
because it is the most important measure
for the users of the Group’s financial
statements and the impact of exceptionals
is excluded to avoid distortion of the critical
component on an annual basis.
As a non-trading Company, the Company
does not generate significant revenues but
instead incurs costs, thus net assets are of
most relevance to the users of the Company
financial statements.
Glanbia plc | Annual Report and Financial Statements
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Profit before tax (“PBT”)
excluding exceptional
items .m
Component materiality range .m to
.m
Group materiality .m
Reporting threshold to those charged
with Governance .m
We set performance materiality at a level lower than materiality to reduce the probability that, in aggregate, uncorrected and
undetected misstatements exceed the materiality for the financial statements as a whole.
Group financial statements Company financial statements
Performance materiality 80% (2022: 80%) of Group materiality 80% (2022: 80%) of Company materiality
Basis and rationale for determining
performance materiality
In determining performance materiality, we considered the following factors:
• Our cumulative knowledge of the Group and Company’s control environment
and the quality of the control environment and our ability to rely on controls; and
• the nature, volume and size of misstatements (corrected and/or uncorrected) in
the previous audit
We agreed with the Audit Committee that we would report to them all audit dierences in excess of $0.7m (2022 : $0.66m) as well as
dierences below that threshold that, in our view, warranted reporting on qualitative grounds. We also report to the Audit Committee
on disclosure matters that we identified when assessing the overall presentation of the financial statements.
An overview of the scope of our audit
We determined the scope of our Group audit by obtaining an understanding of the Group and its environment, including disposals
and acquisitions that occurred during the financial period, Group-wide internal financial controls, and assessing the risks of material
misstatement at the Group level. Based on that assessment, we focused our Group audit scope primarily on the audit work in
60 components. 6 of these were subject to a full audit, whilst the remaining 54 were subject to specified audit procedures where the
extent of our testing was based on our assessment of the associated risks of material misstatement and of the materiality of the
component’s operations to the Group. Analytical review procedures were performed by the Group audit team on all other components
within the Group.
The above components were selected based on the level of coverage achieved on revenue and net assets, the qualitative and risk
considerations of these components and to provide an appropriate basis for undertaking audit work to address the risks of material
misstatement identified. Our audit work for all components was executed at levels of materiality applicable to each individual
component which were lower than Group materiality and ranged from $5.6m to $9.0m.
At the Group level, we also tested the consolidation process and carried out analytical procedures to confirm our conclusion that there
were no significant risks of material misstatement of the aggregated financial information of the remaining components not subject to
a full audit or specified audit procedures.
The Group audit team, adopting a hybrid approach, held planning discussions in person and/or virtually with all significant components
during the period and visited a number of locations in the US and Ireland as part of our audit planning.
In addition to our planning meetings, we sent detailed instructions to our component audit teams, included them in our team briefings,
discussed their risk assessment, attended client planning and closing meetings, and, for significant risks and judgemental
areas, reviewed their audit working papers.
The impact of climate change on our audit
In planning our audit, we considered the potential impacts of climate change on the Group and Company’s business and its financial
statements. The Group has set out in the Strategic Report on pages 48 to 71 its commitment to achieving reductions in Scope 1 and
Scope 2 greenhouse gas emissions (GHGs) and also reductions in Scope 3 GHGs by 2030 as well as its commitment to a number of other
shorter-term targets.
As a part of our audit, we have incorporated climate change into our risk assessment, including enquiries of management, to
understand how the impact of these commitments made by the Group in respect of climate change may impact the financial
statements and our audit. There was no impact of this work on our key audit matters.
We have read the disclosures of climate related information in the Annual Report and Financial Statements and considered whether it
is materially consistent with the financial statements and our audit knowledge.
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Other information
The other information comprises the information included in the Annual Report and Financial Statements, other than the financial
statements and our auditor’s report thereon. The directors are responsible for the other information contained within the Annual Report
and Financial Statements.
Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our
report, we do not express any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with
the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such
material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement
in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude
that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Responsibilities of directors
As explained more fully in the Directors’ Responsibilities Statement, the directors are responsible for the preparation of the financial
statements and for being satisfied that they give a true and fair view and otherwise comply with the Companies Act 2014, and for such
internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the Group and Company’s ability to continue as a
going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the
directors either intend to liquidate the Group and Company or to cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a
high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (Ireland) will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate,
they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
A further description of our responsibilities for the audit of the financial statements is located on IAASA’s website at: https://iaasa.ie/
publications/description-of-the-auditors-responsibilities-for-the-audit-of-the-financial-statements. This description forms part of
our auditor’s report.
Extent to which the audit was considered capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our
responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our
procedures are capable of detecting irregularities, including fraud is detailed below.
Identifying and assessing potential risks related to irregularities
In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws
and regulations, we considered the following:
• the nature of the industry and sector, control environment and business performance including the design of the Group’s
remuneration policies, key drivers for directors’ remuneration, bonus levels and performance targets;
• the Group’s own assessment of the risks that irregularities may occur either as a result of fraud or error;
• results of our enquiries of management internal audit, legal counsel, Company Secretary and the Audit Committee about their own
identification and assessment of the risks of irregularities;
• any matters we identified having obtained and reviewed the Group’s documentation of their policies and procedures relating to:
– identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of non-
compliance;
– detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud;
– the internal controls established to mitigate risks of fraud or non-compliance with laws and regulations;
• the matters discussed among the audit engagement team including significant component audit teams and relevant internal
specialists, including tax, valuations, pensions, and IT regarding how and where fraud might occur in the financial statements and
any potential indicators of fraud.
As a result of these procedures, we considered the opportunities and incentives that may exist within the organisation for fraud and
identified the greatest potential for fraud in the following areas: ‘Impairment of goodwill and other intangible assets’, ‘Provisions for
uncertain tax positions’ and ‘Revenue recognition’. In common with all audits under ISAs (Ireland), we are also required to perform
specific procedures to respond to the risk of management override.
Glanbia plc | Annual Report and Financial Statements
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We also obtained an understanding of the legal and regulatory frameworks that the Group operates in, focusing on provisions of those
laws and regulations that had a direct eect on the determination of material amounts and disclosures in the financial statements.
The key laws and regulations we considered in this context included the Irish Companies Act 2014, UK Corporate Governance Code, Irish
Corporate Governance Annex, Irish and UK Listing Rules, pensions legislation, and tax legislation in Ireland and the United States.
In addition, we considered provisions of other laws and regulations that do not have a direct eect on the financial statements but
compliance with which may be fundamental to the Group’s ability to operate or to avoid a material penalty. These included the food
safety and environmental regulations that the Group operates under.
Audit response to risks identified
As a result of performing the above, we identified ‘Impairment of goodwill and other intangibles’, ‘Provisions for uncertain tax positions’
and ‘Revenue recognition’ as key audit matters related to the potential risk of fraud. The key audit matters section of our report explains
the matters in more detail and also describes the specific procedures we performed in response to those key audit matters.
In addition to the above, our procedures to respond to risks identified included the following:
• reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with provisions of
relevant laws and regulations described as having a direct eect on the financial statements;
• enquiring of management, the Audit Committee and in-house and external legal counsel concerning actual and potential litigation
and claims;
• performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material
misstatement due to fraud;
• reading minutes of meetings of those charged with governance, reviewing internal audit reports and reviewing correspondence with
relevant tax authorities; and
• in addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries and other
adjustments; assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and
evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.
We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members including
internal specialists and significant component audit teams, and remained alert to any indications of fraud or non-compliance with laws
and regulations throughout the audit.
Report on other legal and regulatory requirements
Opinion on other matters prescribed by the Companies Act 2014
Based solely on the work undertaken in the course of the audit, we report that:
• We have obtained all the information and explanations which we consider necessary for the purposes of our audit.
• In our opinion the accounting records of the Company were sucient to permit the financial statements to be readily and properly
audited.
• The Company balance sheet is in agreement with the accounting records.
• In our opinion the information given in those parts of the directors’ report as specified for our review is consistent with the financial
statements and the directors’ report has been prepared in accordance with the Companies Act 2014.
Corporate Governance Statement required by the Companies Act 2014
We report, in relation to information given in the Corporate Governance Statement on pages 86 to 108 that:
• In our opinion, based on the work undertaken during the course of the audit, the information given in the Corporate Governance
Statement pursuant to subsections 2(c) and (d) of section 1373 of the Companies Act 2014 is consistent with the Company’s statutory
financial statements in respect of the financial year concerned and such information has been prepared in accordance with the
Companies Act 2014.
• Based on our knowledge and understanding of the Company and its environment obtained in the course of the audit,
we have not identified any material misstatements in this information; and
• In our opinion, based on the work undertaken during the course of the audit, the Corporate Governance Statement contains the
information required by Regulation 6(2) of the European Union (Disclosure of Non-Financial and Diversity Information by certain
large undertakings and Groups) Regulations 2017 (as amended); and
• In our opinion, based on the work undertaken during the course of the audit, the information required pursuant to section 1373(2)(a),
(b), (e) and (f) of the Companies Act 2014 is contained in the Corporate Governance Statement.
Corporate Governance Statement
The Listing Rules and ISAs (Ireland) require us to review the directors’ statement in relation to going concern, longer-term viability
and the part of the Corporate Governance Statement relating to the Group’s compliance with the provisions of the UK Corporate
Governance Code and Irish Corporate Governance Annex specified for our review.
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Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the Corporate
Governance Statement is materially consistent with the financial statements and our knowledge obtained during the audit:
• the directors’ statement with regards the appropriateness of adopting the going concern basis of accounting and any material
uncertainties identified set out on pages 84 and 247;
• the directors’ explanation as to its assessment of the Group’s prospects, the period this assessment covers and why the period is
appropriate set out on pages 84 and 85;
• the directors’ statement on fair, balanced and understandable set out on page 107;
• the board’s confirmation that it has carried out a robust assessment of the emerging and principal risks and the disclosures in the
annual report that describe the principal risks and the procedures in place to identify emerging risks and an explanation of how they
are being managed or mitigated set out on pages 75 to 83;
• the section of the annual report that describes the review of eectiveness of risk management and internal control systems set out
on pages 72 to 75; and
• the section describing the work of the Audit Committee set out on pages 109 to 115.
Matters on which we are required to report by exception
Based on the knowledge and understanding of the Group and Company and its environment obtained in the course of the audit, we
have not identified material misstatements in those parts of the directors’ report as specified for our review.
The Companies Act 2014 requires us to report to you if, in our opinion, the Company has not provided the information required by
Regulation 5(2) to 5(7) of the European Union (Disclosure of Non-Financial and Diversity Information by certain large undertakings and
Groups) Regulations 2017 (as amended) for the period end date. We have nothing to report in this regard.
The Companies Act 2014 also requires us to report to you if, in our opinion, the Company has not provided the information required by
Section 1110N in relation to its remuneration report. We have nothing to report in this regard.
We have nothing to report in respect of the provisions in the Companies Act 2014 which require us to report to you if, in our opinion, the
disclosures of directors’ remuneration and transactions specified by law are not made.
The Listing Rules of the Euronext Dublin require us to review six specified elements of disclosures in the report to shareholders by the
Board of Directors’ remuneration committee. We have nothing to report in this regard.
Other matters which we are required to address
We were appointed by Glanbia plc on 27 April 2016 to audit the financial statements for the financial period end date 31 December 2016.
The period of total uninterrupted engagement including previous renewals and reappointments of the firm is eight years, covering the
financial periods ending 31 December 2016 to 30 December 2023.
The non-audit services prohibited by IAASA’s Ethical Standard were not provided and we remained independent of the Company in
conducting the audit.
Our audit opinion is consistent with the additional report to the Audit Committee we are required to provide in accordance with ISA
(Ireland) 260.
Use of our report
This report is made solely to the Company’s members, as a body, in accordance with Section 391 of the Companies Act 2014. Our audit
work has been undertaken so that we might state to the Company’s members those matters we are required to state to them in an
auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone
other than the Company and the Company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
Emer O’Shaughnessy
For and on behalf of Deloitte Ireland LLP
Chartered Accountants and Statutory Audit Firm
Deloitte & Touche House, 29 Earlsfort Terrace, Dublin 2
27 February 2024
An audit does not provide assurance on the maintenance and integrity of the website, including controls used to achieve this, and in particular on whether any
changes may have occurred to the financial statements since first published. These matters are the responsibility of the directors but no control procedures can
provide absolute assurance in this area.
Legislation in Ireland governing the preparation and dissemination of financial statements diers from legislation in other jurisdictions.
Glanbia plc | Annual Report and Financial Statements
Group income statement
for the financial year ended 30 December 2023
| Restated* | |||||||
| 2023 | 2022 | ||||||
| Pre- | Exceptional | Pre- | Exceptional | ||||
| exceptional | $m | Total | exceptional | $m | Total | ||
| Notes | $m | (note 6) | $m | $m | (note 6) | $m | |
| Continuing operations | |||||||
| Revenue | 4/5 | ||||||
| Operating profit before intangible asset amortisation | |||||||
and impairment (earnings before interest, tax and amortisation (EBITA)) | 5 | ( | |||||
| Intangible asset amortisation and impairment | 5 | ( | ( | ( | ( | ( | |
| Operating profit | 5 | ( | |||||
| Finance income | 10 | ||||||
| Finance costs | 10 | ( | ( | ( | ( | ( | |
Share of results of joint ventures accounted for using the equity method | 17 | ||||||
Profit before taxation | ( | ||||||
| Income taxes | 11 | ( | ( | ( | ( | ||
Profit from continuing operations | ( | ||||||
| Discontinued operations | |||||||
| (Loss)/profit after tax from discontinued operations | 33 | ( | ( | ||||
Profit for the year | |||||||
| Attributable to: | |||||||
| Equity holders of the Company | 24 | ||||||
Non-controlling interests | ( | ||||||
| Earnings Per Share from continuing operations attributable to the equity holders of the Company | |||||||
| Basic Earnings Per Share (cent) | 12 | ||||||
| Diluted Earnings Per Share (cent) | 12 | ||||||
| Earnings Per Share attributable to the equity holders of the Company | |||||||
| Basic Earnings Per Share (cent) | 12 | ||||||
| Diluted Earnings Per Share (cent) | 12 |
* Restated throughout for presentation in US Dollar. See note 2 for further details.
Glanbia plc | Annual Report and Financial Statements
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Notes
| Restated* | |||
| 2023 | 2022 | ||
| $m | $m | ||
Profit for the year | |||
| Other comprehensive income | |||
| Items that will not be reclassified subsequently to the Group income statement: | |||
Remeasurements on defined benefit plans, net of deferred tax | |||
| Revaluation of equity investments at FVOCI, net of deferred tax | 23 | ||
| Share of other comprehensive income of joint ventures accounted for using the equity | |||
| method, net of deferred tax | 17 | ||
| Items that may be reclassified subsequently to the Group income statement: | |||
| Currency translation differences | 23 | ( | |
| Currency translation difference arising on net investment hedge | 23 | ( | |
| Movement in cash flow hedges, net of deferred tax | 23(c) | ( | |
| Share of other comprehensive income of joint ventures accounted for using the equity | |||
| method, net of deferred tax | 17 | ( | |
Other comprehensive income for the year, net of tax | ( | ||
Total comprehensive income for the year | |||
| Attributable to: | |||
Equity holders of the Company | |||
Non-controlling interests | ( | ||
Total comprehensive income for the year |
* Restated throughout for presentation in US Dollar. See note 2 for further details.
Group statement of comprehensive income
for the financial year ended 30 December 2023
Glanbia plc | Annual Report and Financial Statements
Group balance sheet
as at 30 December 2023
Notes
| Restated* | Restated* | |||
| 30 December | 31 December | 2 January | ||
| 2023 | 2022 | 2022 | ||
| $m | $m | $m | ||
| ASSETS | ||||
| Non-current assets | ||||
| Property, plant and equipment | 14 | |||
| Right-of-use assets | 15 | |||
| Intangible assets | 16 | |||
| Interests in joint ventures | 17 | |||
| Other financial assets | 18 | |||
| Loans to joint ventures | 35 | |||
| Deferred tax assets | 26 | |||
Other receivables | ||||
| Derivative financial instruments | 29(a) | |||
| Retirement benefit assets | 8 | |||
| Current assets | ||||
| Inventories | 20 | |||
| Trade and other receivables | 19 | |||
Current tax receivable | ||||
| Derivative financial instruments | 29(a) | |||
| Cash and cash equivalents (excluding bank overdrafts) | 21 | |||
| Assets held for sale | 33 | |||
Total assets | ||||
| EQUITY | ||||
| Issued capital and reserves attributable to equity holders of the Company | ||||
| Share capital and share premium | 22 | |||
| Other reserves | 23 | |||
| Retained earnings | 24 | |||
Non-controlling interests | ||||
Total equity | ||||
| LIABILITIES | ||||
| Non-current liabilities | ||||
| Borrowings | 25 | |||
| Lease liabilities | 15 | |||
Other payables | ||||
| Retirement benefit obligations | 8 | |||
| Deferred tax liabilities | 26 | |||
| Provisions | 27 | |||
| Current liabilities | ||||
| Trade and other payables | 28 | |||
| Borrowings | 25 | |||
| Lease liabilities | 15 | |||
Current tax liabilities | ||||
| Derivative financial instruments | 29(a) | |||
| Provisions | 27 | |||
| Liabilities held for sale | 33 | |||
Total liabilities | ||||
Total equity and liabilities |
* Restated throughout for presentation in US Dollar. See note 2 for further details.
On behalf of the Board
Donard Gaynor
Directors
Hugh McGuire Mark Garvey
27 February 2024
Glanbia plc | Annual Report and Financial Statements
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| Attributable to equity holders of the Company | ||||||
| Share capital | Non- | |||||
| and share | Other | Retained | controlling | |||
| premium | reserves | earnings | Total | interests | Total | |
| $m | $m | $m | $m | $m | $m | |
| 2023 | (note 22) | (note 23) | (note 24) | |||
Balance at 1 January 2023 | ||||||
Profit for the year | ||||||
Other comprehensive income | ||||||
Total comprehensive income for the year | ||||||
Dividends | ( | ( | ( | |||
Purchase of own shares | ( | ( | ( | |||
Cancellation of own shares | ( | ( | ||||
Cost of share-based payments | ||||||
| Transfer on exercise, vesting or expiry of share-based | ||||||
payments | ( | |||||
Deferred tax on share-based payments | ||||||
Acquisition of NCI | ( | ( | ||||
Transfer to Group income statement | ||||||
Balance at 30 December 2023 | ||||||
| Restated* | ||||||
| 2022 | ||||||
Balance at 2 January 2022 | ||||||
Profit for the year | ( | |||||
Other comprehensive income | ( | ( | ( | |||
Total comprehensive income for the year | ( | ( | ||||
Dividends | ( | ( | ( | |||
Purchase of own shares | ( | ( | ( | |||
Cancellation of own shares | ( | ( | ||||
Cost of share-based payments | ||||||
| Transfer on exercise, vesting or expiry of share-based | ||||||
payments | ( | |||||
Deferred tax on share-based payments | ||||||
Sale of shares held by a subsidiary | ||||||
Remeasurement of put option liability | ||||||
Transfer to Group income statement | ||||||
Balance at 31 December 2022 |
* Restated throughout for presentation in US Dollar. See note 2 for further details.
Group statement of changes in equity
for the financial year ended 30 December 2023
Glanbia plc | Annual Report and Financial Statements
Notes
| Restated* | |||
| 2023 | 2022 | ||
| $m | $m | ||
| Cash flows from operating activities | |||
| Cash generated from operating activities before exceptional items | 32(a) | ||
Cash outflow related to exceptional items | ( | ( | |
Interest received | |||
Interest paid (including interest expense on lease liabilities) | ( | ( | |
Tax paid | ( | ( | |
Net cash inflow from operating activities | |||
| Cash flows from investing activities | |||
Payment for acquisition of subsidiaries | ( | ( | |
Purchase of property, plant and equipment | ( | ( | |
| Purchase of intangible assets | 16 | ( | ( |
Proceeds from sale of property, plant and equipment | |||
Dividends received from related parties | |||
Proceeds from disposal/redemption of FVOCI financial assets | |||
| Proceeds on sale of shares held by subsidiary | 24 | ||
| Proceeds from disposal of Glanbia Cheese** (exceptional) | 33 | ||
| Proceeds on repayment of loans advanced to Glanbia Cheese | 33 | ||
| Loans advanced to Glanbia Cheese | 35 | ( | ( |
Proceeds from disposal of assets and liabilities held for sale (exceptional) | |||
Net cash (outflow)/inflow from discontinued operations*** | ( | ||
Net cash inflow from investing activities | |||
| Cash flows from financing activities | |||
| Purchase of own shares | 23 | ( | ( |
| Drawdown of borrowings | 25/32(c) | ||
| Repayment of borrowings | 25/32(c) | ( | ( |
| Payment of lease liabilities | 32(c) | ( | ( |
Acquisition of NCI | ( | ||
| Dividends paid to Company shareholders | 13/24 | ( | ( |
Net cash outflow from financing activities | ( | ( | |
| Net increase in cash and cash equivalents | 25 | ||
Cash and cash equivalents at the beginning of the year | |||
| Cash and cash equivalents acquired on acquisition | 25/34 | ||
Effects of exchange rate changes on cash and cash equivalents | ( | ( | |
| Cash and cash equivalents at the end of the year | 21 |
* Restated throughout for presentation in US Dollar. See note 2 for further details.
** Comprised Glanbia Cheese Limited and Glanbia Cheese EU Limited (collectively referred to as “Glanbia Cheese”) which are now named Leprino Foods Limited
and Leprino Foods EU Limited respectively (collectively referred to as “Leprino Foods”).
*** Related to disposal of Tirlán Limited (formerly known as Glanbia Ireland DAC). $1 .7 million related to reimbursement of rebranding costs to Tirlán Limited (note 33)
(exceptional). $360.8 million in the prior year comprised proceeds from disposal of $339.3 million (exceptional), proceeds on repayment of loans of $30.3 million
(note 35), and cash outflow related to exceptional items of $8 . 8 million.
Group statement of cash flows
for the financial year ended 30 December 2023
Glanbia plc | Annual Report and Financial Statements
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2. Accounting policies
The material accounting policies adopted in the preparation of the financial statements are set out below. These policies have been
consistently applied to all years presented by the Group and joint ventures unless otherwise stated.
Average | Closing Rates | ||||
| 30 December | 31 December | 1 January | |||
1 US Dollar = | 2023 | 2022 | 2023 | 2022 | 2022 |
euro | 0.9247 | 0.9493 | 0.9050 | 0.9376 | 0.8829 |
Pound sterling | 0.8043 | 0.8095 | 0.7865 | 0.8315 | 0.7419 |
Notes to the financial statements
for the financial year ended 30 December 2023
Glanbia plc | Annual Report and Financial Statements
Notes to the financial statements continued
2. Accounting policies continued
Glanbia plc | Annual Report and Financial Statements
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Glanbia plc | Annual Report and Financial Statements
Notes to the financial statements continued
2. Accounting policies continued
Glanbia plc | Annual Report and Financial Statements
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Glanbia plc | Annual Report and Financial Statements
Notes to the financial statements continued
2. Accounting policies continued
| % | |
Land | Nil |
Buildings | 2.5–5 |
Plant and equipment | 4–33 |
Motor vehicles | 20–25 |
Glanbia plc | Annual Report and Financial Statements
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Glanbia plc | Annual Report and Financial Statements
Notes to the financial statements continued
2. Accounting policies continued
| Years | |
Brands | 3–40 |
Customer relationships | 5–15 |
Recipes, know-how and other intangibles | 2–15 |
Glanbia plc | Annual Report and Financial Statements
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Glanbia plc | Annual Report and Financial Statements
Notes to the financial statements continued
2. Accounting policies continued
Glanbia plc | Annual Report and Financial Statements
STRATEGIC
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STATEMENTS
OTHER
INFORMATION
Glanbia plc | Annual Report and Financial Statements
Notes to the financial statements continued
2. Accounting policies continued
Glanbia plc | Annual Report and Financial Statements
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Glanbia plc | Annual Report and Financial Statements
Notes to the financial statements continued
4. Segment information
In accordance with IFRS 8 ‘Operating Segments’, the Group has identified Glanbia Performance Nutrition and Glanbia Nutritionals as
reportable segments as at 30 December 2023. Glanbia Performance Nutrition manufactures and sells sports nutrition and lifestyle
nutrition products through a variety of channels including specialty retail, online, Food, Drug, Mass, Club (FDMC), and gyms in a
variety of formats, including powders, Ready-to-Eat (bars and snacking foods) and Ready-to-Drink beverages. Glanbia Nutritionals
manufactures and sells cheese, dairy and non-dairy nutritional and functional ingredients, and vitamin and mineral premixes targeting
the increased market focus on health and nutrition.
Following the disposal of Tirlán Limited in the prior year (note 33), it was no longer reported as a segment.
All other segments and unallocated include both the results of joint ventures who manufacture and sell cheese and dairy ingredients and
unallocated corporate costs. These investees did not meet the quantitative thresholds for reportable segments in 2023 or 2022. Amounts
stated for joint ventures represents the Group’s share.
These segments align with the Group’s internal financial reporting system and the way in which the CODM assesses performance and
allocates the Group’s resources. Each segment is reviewed in its totality by the CODM. The CODM assesses the trading performance of
operating segments based on a measure of earnings before interest, tax, amortisation and exceptional items. Given that net finance
costs and income tax are managed on a centralised basis, these items are not allocated between operating segments for the purposes
of the information presented to the CODM and are accordingly omitted from the detailed segmental analysis below.
2023 | 2022 | |||||||
| All other | All other | |||||||
| Glanbia | segments | Glanbia | segments | |||||
| Performance | Glanbia | and | Performance | Glanbia | and | |||
| Nutrition | Nutritionals | unallocated | Total | Nutrition | Nutritionals | unallocated | Total | |
| $m | $m | $m | $m | $m | $m | $m | $m | |
| Segment results (pre-exceptional) | ||||||||
Total gross segment revenue | 1,795.7 | 3,717.4 | – | 5,513.1 | 1,712.6 | 4,343.3 | – | 6,055.9 |
Inter-segment revenue | (0.1) | (87.6) | – | (87.7) | (0.1) | (112.1) | – | (112.2) |
Revenue | 1,795.6 | 3,629.8 | – | 5,425.4 | 1,712.5 | 4,231.2 | – | 5,943.7 |
| Operating profit before intangible | ||||||||
| asset amortisation and impairment | ||||||||
(EBITA) | 255.4 | 168.6 | – | 424.0 | 191.9 | 173.8 | – | 365.7 |
| Share of results of joint ventures | ||||||||
| accounted for using the equity | ||||||||
method | – | – | 12.5 | 12.5 | – | – | 16.3 | 16.3 |
| Segment assets and liabilities | ||||||||
Segment assets | 1,859.6 | 1,285.1 | 654.4 | 3,799.1 | 1,939.3 | 1,348.5 | 829.4 | 4,117.2 |
Segment liabilities | 394.7 | 403.5 | 868.3 | 1,666.5 | 461.9 | 503.3 | 1,159.3 | 2,124.5 |
| Other segment information (pre-exceptional) | ||||||||
Depreciation of PP&E and ROU assets | 26.9 | 42.5 | – | 69.4 | 24.1 | 47.0 | – | 71.1 |
Amortisation of intangible assets | 56.8 | 22.8 | – | 79.6 | 55.9 | 23.2 | – | 79.1 |
Capital expenditure – additions | 16.1 | 48.9 | 12.6 | 77.6 | 21.4 | 46.7 | 17.0 | 85.1 |
| Capital expenditure – business | ||||||||
combinations | – | 41.8 | – | 41.8 | – | 78.1 | – | 78.1 |
Inter-segment transfers or transactions are entered into under the normal commercial terms and conditions that would also be
available to unrelated third parties. Revenue of approximately $966.2 million (2022: $1,133.8 million) and $771.3 million (2022: $873.7
million) is derived from two external customers respectively within the Glanbia Nutritionals segment.
Pre-exceptional segment operating profit before intangible asset amortisation and impairment (EBITA) is reconciled to reported profit
before tax and profit after tax in the Group income statement.
Glanbia plc | Annual Report and Financial Statements
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Geographical information
Revenue from external customers, and non-current assets, other than financial instruments, deferred tax assets, and retirement benefit
assets attributable to the country of domicile and all foreign countries of operation for which revenue/non-current assets exceed 10% of
total Group revenue/non-current assets are set out on below.
Revenue from external customers in the table below and in the disaggregation of revenue by primary geographical markets table
below is allocated to geographical areas based on the place of delivery or collection of the products sold as agreed with customers as
opposed to the end use market where the product may be consumed.
2023 | 2022 | |||
| Non-current | Non-current | |||
| Revenue | assets | Revenue | assets | |
| $m | $m | $m | $m | |
Ireland (country of domicile) | 18.0 | 821.4 | 11.6 | 818.2 |
US | 4,296.7 | 1,281.5 | 4,859.8 | 1,316.8 |
Other – North America (excluding US) | 106.6 | 6.3 | 101.5 | 6.4 |
– Europe (excluding Ireland) | 473.0 | 178.7 | 455.7 | 232.6 |
– Asia Pacific | 379.3 | 12.0 | 394.5 | 11.9 |
– LATAM | 95.0 | 0.1 | 72.9 | – |
– Rest of World | 56.8 | – | 47.7 | – |
5,425.4 | 2,300.0 | 5,943.7 | 2,385.9 |
Disaggregation of revenue
Revenue is disaggregated based on the Group’s internal reporting structures, the primary geographical markets in which the Group
operates, the timing of revenue recognition, and channel mix as set out in the following tables.
2023 | 2022 | |||||
| Glanbia | Glanbia | |||||
| Performance | Glanbia | Performance | Glanbia | |||
| Nutrition | Nutritionals | Total | Nutrition | Nutritionals | Total | |
| $m | $m | $m | $m | $m | $m | |
| Internal reporting structures | ||||||
Nutritional Solutions | – | 1,008.5 | 1,008.5 | – | 1,186.8 | 1,186.8 |
US Cheese | – | 2,621.3 | 2,621.3 | – | 3,044.4 | 3,044.4 |
GPN Americas | 1,166.7 | – | 1,166.7 | 1,156.6 | – | 1,156.6 |
GPN International (including Direct-to-Consumer) | 628.9 | – | 628.9 | 555.9 | – | 555.9 |
1,795.6 | 3,629.8 | 5,425.4 | 1,712.5 | 4,231.2 | 5,943.7 | |
| Primary geographical markets | ||||||
North America | 1,185.5 | 3,217.8 | 4,403.3 | 1,159.6 | 3,801.7 | 4,961.3 |
Europe | 361.1 | 129.9 | 491.0 | 334.8 | 132.5 | 467.3 |
Asia Pacific | 196.6 | 182.7 | 379.3 | 170.3 | 224.2 | 394.5 |
LATAM | 13.6 | 81.4 | 95.0 | 14.5 | 58.4 | 72.9 |
Rest of World | 38.8 | 18.0 | 56.8 | 33.3 | 14.4 | 47.7 |
1,795.6 | 3,629.8 | 5,425.4 | 1,712.5 | 4,231.2 | 5,943.7 | |
| Timing of revenue recognition | ||||||
Products transferred at point in time | 1,795.6 | 3,629.8 | 5,425.4 | 1,712.5 | 4,231.2 | 5,943.7 |
Products transferred over time | – | – | – | – | – | – |
1,795.6 | 3,629.8 | 5,425.4 | 1,712.5 | 4,231.2 | 5,943.7 |
| 2023 | 2022 | |
| Channel mix for Glanbia Performance Nutrition | $m | $m |
Distributor | 369.3 | 386.6 |
Food, Drug, Mass, Club (FDMC) | 630.3 | 606.3 |
Online | 576.3 | 508.1 |
Specialty | 219.7 | 211.5 |
1,795.6 | 1,712.5 |
The disaggregation of revenue by channel mix is most relevant for Glanbia Performance Nutrition.
Glanbia plc | Annual Report and Financial Statements
Notes to the financial statements continued
5. Operating profit
2023 | 2022 | ||||||
| Pre- | Pre- | ||||||
| exceptional | Exceptional | Total | exceptional | Exceptional | Total | ||
| Notes | $m | $m | $m | $m | $m | $m | |
Revenue | 5,425.4 | – | 5,425.4 | 5,943.7 | – | 5,943.7 | |
Cost of goods sold | (4,301.3) | – | (4,301.3) | (4,920.7) | (17.5) | (4,938.2) | |
Gross profit | 1,124.1 | – | 1,124.1 | 1,023.0 | (17.5) | 1,005.5 | |
Selling and distribution expenses | (474.6) | (0.4) | (475.0) | (437.5) | (0.1) | (437.6) | |
Administration expenses | (228.1) | 48.2 | (179.9) | (219.3) | (5.0) | (224.3) | |
| Net impairment gain/(loss) on financial | |||||||
assets | 2.6 | – | 2.6 | (0.5) | (0.5) | (1.0) | |
| Operating profit before intangible asset | |||||||
amortisation and impairment (EBITA) | 424.0 | 47.8 | 471.8 | 365.7 | (23.1) | 342.6 | |
Intangible asset amortisation and impairment | 16 | (79.6) | – | (79.6) | (79.1) | (27.9) | (107.0) |
Operating profit | 344.4 | 47.8 | 392.2 | 286.6 | (51.0) | 235.6 |
Operating profit is stated after (charging)/crediting:
2023 | 2022 | ||||||
| Pre- | Pre- | ||||||
| exceptional | Exceptional | Total | exceptional | Exceptional | Total | ||
| Notes | $m | $m | $m | $m | $m | $m | |
| Cost of inventories recognised as an expense | |||||||
in cost of goods sold | 20 | (3,850.7) | – | (3,850.7) | (4,452.9) | (4.5) | (4,457.4) |
| Employee benefit expense | 7 | (495.3) | (6.7) | (502.0) | (489.4) | (0.4) | (489.8) |
Depreciation of property, plant and equipment | 14 | (49.7) | – | (49.7) | (51.3) | – | (51.3) |
Impairment of property, plant and equipment | 14 | – | – | – | – | (10.1) | (10.1) |
Loss on disposal of property, plant and equipment | 32(a) | (1.2) | – | (1.2) | (0.4) | – | (0.4) |
| Depreciation of right-of-use assets | 15 | (19.7) | – | (19.7) | (19.8) | – | (19.8) |
| Impairment of right-of-use assets | 15 | – | – | – | – | (2.7) | (2.7) |
| Amortisation of intangible assets | 16 | (79.6) | – | (79.6) | (79.1) | – | (79.1) |
| Impairment of intangible assets | 16 | – | – | – | – | (27.9) | (27.9) |
Research and development costs | (22.1) | – | (22.1) | (21.5) | – | (21.5) | |
Lease rentals | (4.2) | (0.1) | (4.3) | (4.3) | – | (4.3) | |
| Net impairment gain/(loss) on financial | |||||||
assets | 2.6 | – | 2.6 | (0.5) | (0.5) | (1.0) | |
Auditor’s remuneration | (2.3) | – | (2.3) | (2.0) | – | (2.0) | |
Net foreign exchange (loss)/gain | (0.4) | – | (0.4) | 0.2 | – | 0.2 |
The following table discloses the fees paid or payable to Deloitte Ireland LLP, the Group auditor, and to other statutory audit firms in the
Deloitte network:
| Other statutory auditor | ||||
| Statutory auditor | network firms | |||
| 2023 | 2022 | 2023 | 2022 | |
| $m | $m | $m | $m | |
The audit of the Group financial statements | 1.3 | 1.2 | 1.0 | 0.8 |
Other assurance services | – | – | – | – |
Tax advisory services | – | – | – | – |
Other non-audit services | – | – | – | – |
1.3 | 1.2 | 1.0 | 0.8 | |
In addition to the above, Deloitte Ireland LLP and Deloitte network member firms received fees of $0.3 million (2022: $0.2 million) in
respect of the audit of the Group’s joint ventures.
Glanbia plc | Annual Report and Financial Statements
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INFORMATION
6. Exceptional items
The nature of the total exceptional items is as follows:
Notes
| 2023 | 2022 | ||
| $m | $m | ||
Net exceptional gain on disposal/exit of operations | (a) | (56.3) | – |
| Pension related costs | (b) | 2.5 | 1.8 |
| Portfolio related reorganisation costs | (c) | 6.0 | 3.1 |
| Remeasurements of contingent consideration | (d) | – | (7.1) |
| Non-core assets held for sale | (e) | – | 46.1 |
Total | (47.8) | 43.9 | |
| Share of results of joint ventures | (b) | – | (0.2) |
| Tax credit on exceptional items | 11 | (1.8) | (6.0) |
Total exceptional (gain)/charge from continuing operations | (49.6) | 37.7 | |
| Exceptional charge/(gain) after tax from discontinued operations | (f) | 3.2 | (60.3) |
| Total exceptional gain after tax for the year | 32(a) | (46.4) | (22.6) |
Details of the exceptional items are as follows:
(a) Net exceptional gain on disposal/exit of operations primarily relates to the net gains on disposal of the UK and EU Glanbia
Cheese joint venture operations and a small US bottling facility (Aseptic Solutions) which was designated as held for sale at
31 December 2022 (note (e) below). Both transactions concluded during 2023 and the net gain represents the diere fference between
proceeds received, net of costs associated with the divestment and exit of these non-core businesses and the carrying value of the
investments.
(b) Pension related costs relate to the restructure of legacy defined benefit pension schemes associated with the Group and joint
ventures, which included initiating a process for the ultimate buy-out and wind up of these schemes and a further simplification of
schemes that remain. Costs incurred relate to the estimated cost of the settlement loss as a result of acquiring bulk purchase annuity
policies to mirror and oset mov and offset movements in known liabilities of the schemes (‘buy-in’ transaction), as well as related advisory and
execution costs, net of gains from risk reduction activities. The restructuring eort involved the n activities. The restructuring effort involved the careful navigation of external market
factors, with final wind up of the schemes anticipated in 2024.
(c) Portfolio related re-organisation costs relate to indirect one o c ne off costs as a result of recent portfolio changes. Following divestment
decisions related to non-core businesses, the Group launched a programme to realign Group-wide support functions and optimise
structures of the remaining portfolio, to more eciently tfolio, to more efficiently support business operations and growth. This strategic multi-year
programme continues in 2024. Costs incurred to date relate to advisory fees and people-related costs.
(d) Prior year remeasurements of contingent consideration relate to contingent payments associated with the 2021 LevlUp acquisition
that reduced following an assessment of conditions that gave rise to the additional payments.
(e) Prior year non-core assets held for sale relate to fair value adjustments to reduce the carrying value of certain assets to recoverable
value. The assets relate to the Aseptic Solutions business which was successfully divested during 2023 (see note (a) above).
(f) Exceptional charge/(gain) after tax from discontinued operations relates to the divestment of Tirlán Limited (formerly known as
Glanbia Ireland DAC) (“Tirlán”). The prior year gain represented the initial gain on disposal of the Group’s interest in this entity. The
current year charge relates to the crystallisation of certain contingent costs associated with the divestment transaction following
the conclusion of negotiations on separation of the common infrastructure of both organisations.
Glanbia plc | Annual Report and Financial Statements
Notes to the financial statements continued
7. Employment
The aggregate payroll costs of employees (including Executive Directors) in the Group were:
Notes
| 2023 | 2022 | ||
| $m | $m | ||
Wages and salaries | 415.8 | 404.6 | |
Social insurance costs | 32.6 | 35.3 | |
| Retirement benefit costs | |||
| – Defined contribution plans | 8 | 14.4 | 13.7 |
| – Defined benefit plans | 8 | 1.5 | 2.3 |
15.9 | 16.0 | ||
| Other compensation costs | |||
– Private health insurance | 28.4 | 29.0 | |
| – Cost of share-based payments | 9 | 24.5 | 19.8 |
– Company car allowance | 2.4 | 2.4 | |
55.3 | 51.2 | ||
519.6 | 507.1 |
Included within the aggregate payroll costs are exceptional items of $6.7 million (2022: $0.4 million) which include redundancy costs of
$4.3 million (2022: nil). Capitalised labour costs of $17.6 million (2022: $17.3 million) are included within the aggregate payroll costs while
the remaining post-exceptional cost of $502.0 million (2022: $489.8 million) are recognised as an expense (note 5).
The Directors’ remuneration information is shown on tables A to G on pages 146 to 149 in the Remuneration Committee Report.
The average number of employees, excluding the Group’s joint ventures, is analysed into the following reportable segments:
2023 | 2022 | |
Glanbia Performance Nutrition | 2,040 | 1,996 |
Glanbia Nutritionals | 2,814 | 3,010 |
4,854 | 5,006 |
Glanbia plc | Annual Report and Financial Statements
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8. Retirement benefit obligations
| 2023 | 2022 | |
| $m | $m | |
Non-current assets – Surplus on defined benefit pension plan | 8.2 | 3.2 |
Non-current liabilities – Deficit on defined benefit pension plan | (1.0) | (1.5) |
Net defined benefit pension plans asset | 7.2 | 1.7 |
Glanbia plc | Annual Report and Financial Statements
Notes to the financial statements continued
8. Retirement benefit obligations continued
Present value of obligation | Fair value of plan assets | Net | |||||
| (liability)/ | |||||||
| ROI | UK | Total | ROI | UK | Total | asset | |
2023 | $m | $m | $m | $m | $m | $m | $m |
At the beginning of the year | (94.4) | (85.9) | (180.3) | 97.5 | 84.5 | 182.0 | 1.7 |
Current service cost | (1.0) | – | (1.0) | – | – | – | (1.0) |
Interest (expense)/income | (3.4) | (3.3) | (6.7) | 3.6 | 3.3 | 6.9 | 0.2 |
Settlement gain/(loss)* | – | 76.3 | 76.3 | – | (77.0) | (77.0) | (0.7) |
Recognised in profit or loss | (4.4) | 73.0 | 68.6 | 3.6 | (73.7) | (70.1) | (1.5) |
| Remeasurements | |||||||
– Return of plan assets in excess of interest income | – | – | – | 3.8 | (7.2) | (3.4) | (3.4) |
– Gain/(loss) from experience adjustments | 2.8 | (0.8) | 2.0 | – | – | – | 2.0 |
– Gain from changes in demographic assumptions | – | 1.5 | 1.5 | – | – | – | 1.5 |
– (Loss)/gain from changes in financial assumptions | (4.6) | 6.2 | 1.6 | – | – | – | 1.6 |
Recognised in OCI | (1.8) | 6.9 | 5.1 | 3.8 | (7.2) | (3.4) | 1.7 |
Exchange differences | (3.4) | (2.9) | (6.3) | 3.6 | 2.9 | 6.5 | 0.2 |
Contributions paid by the employer | – | – | – | 3.5 | 1.6 | 5.1 | 5.1 |
Contributions paid by the employee | (0.3) | – | (0.3) | 0.3 | – | 0.3 | – |
Benefits paid | 5.5 | 7.7 | 13.2 | (5.5) | (7.7) | (13.2) | – |
At the end of the year | (98.8) | (1.2) | (100.0) | 106.8 | 0.4 | 107.2 | 7.2 |
| 2022 | |||||||
At the beginning of the year | (145.1) | (151.0) | (296.1) | 134.4 | 145.7 | 280.1 | (16.0) |
Current service cost | (1.9) | – | (1.9) | – | – | – | (1.9) |
Interest (expense)/income | (1.5) | (2.5) | (4.0) | 1.4 | 2.4 | 3.8 | (0.2) |
Settlement loss* | – | – | – | – | (0.2) | (0.2) | (0.2) |
Recognised in profit or loss | (3.4) | (2.5) | (5.9) | 1.4 | 2.2 | 3.6 | (2.3) |
| Remeasurements | |||||||
– Return of plan assets in excess of interest income | – | – | – | (26.9) | (42.3) | (69.2) | (69.2) |
– Loss from experience adjustments | (0.1) | (4.8) | (4.9) | – | – | – | (4.9) |
– Gain from changes in financial assumptions | 41.8 | 48.5 | 90.3 | – | – | – | 90.3 |
– | – | – | (1.8) | – | (1.8) | (1.8) | |
Recognised in OCI | 41.7 | 43.7 | 85.4 | (28.7) | (42.3) | (71.0) | 14.4 |
Exchange differences | 8.4 | 16.2 | 24.6 | (7.8) | (15.7) | (23.5) | 1.1 |
Contributions paid by the employer | – | – | – | 2.2 | 2.3 | 4.5 | 4.5 |
Contributions paid by the employee | (0.3) | – | (0.3) | 0.3 | – | 0.3 | – |
Benefits paid | 4.3 | 7.7 | 12.0 | (4.3) | (7.7) | (12.0) | – |
At the end of the year | (94.4) | (85.9) | (180.3) | 97.5 | 84.5 | 182.0 | 1.7 |
Glanbia plc | Annual Report and Financial Statements
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2023 | 2022 | |||||||
| Quoted | Unquoted | Total | Quoted | Unquoted | Total | |||
| $m | $m | $m | % | $m | $m | $m | % | |
| Equities | ||||||||
– Consumer | 3.3 | − | 3.3 | 3 | 3.1 | − | 3.1 | 2 |
– Financials | 2.5 | − | 2.5 | 2 | 2.5 | − | 2.5 | 1 |
– Information technology | 3.9 | − | 3.9 | 4 | 2.1 | − | 2.1 | 1 |
– Other Corporate bonds | 7.8 | − | 7.8 | 7 | 8.0 | − | 8.0 | 4 |
– Investment grade | 8.5 | − | 8.5 | 8 | 7.8 | − | 7.8 | 4 |
– Non investment grade | 0.6 | − | 0.6 | 1 | − | − | − | − |
– Cash | 0.1 | − | 0.1 | − | − | − | − | − |
Government bonds and gilts | 16.3 | − | 16.3 | 15 | 48.3 | − | 48.3 | 27 |
Property | − | 2.4 | 2.4 | 2 | − | 2.3 | 2.3 | 1 |
Cash | 0.2 | 1.7 | 1.9 | 2 | 1.5 | 0.5 | 2.0 | 1 |
Investment funds | 9.2 | − | 9.2 | 9 | 8.5 | − | 8.5 | 5 |
Insured assets | − | − | − | − | − | 83.9 | 83.9 | 46 |
Annuities | − | 50.4 | 50.4 | 47 | − | 10.7 | 10.7 | 6 |
Other | 0.3 | − | 0.3 | − | 2.8 | − | 2.8 | 2 |
52.7 | 54.5 | 107.2 | 100 | 84.6 | 97.4 | 182.0 | 100 |
Glanbia plc | Annual Report and Financial Statements
Notes to the financial statements continued
8. Retirement benefit obligations continued
2023 | 2022 | |||
ROI | UK | ROI | UK | |
Discount rate | 3.20% | 4.70% | 3.70% | 5.00% |
Inflation rate | 2.00% | 2.55%-3.10% | 2.50% | 2.65%–3.30% |
Future salary increases* | 3.00% | 0.00% | 3.50% | 0.00% |
Future pension increases | 0.00% | 2.55%-3.00% | 0.00% | 2.65%–3.15% |
| Mortality rates (years) | ||||
– Male – reaching 65 years of age in 20 years’ time | 24.3 | 21.7 | 24.2 | 22.2 |
– Female – reaching 65 years of age in 20 years’ time | 26.4 | 24.1 | 26.3 | 24.5 |
– Male – currently aged 65 years old | 22.1 | 20.7 | 21.9 | 21.2 |
– Female – currently aged 65 years old | 24.4 | 22.9 | 24.3 | 23.3 |
ROI | UK | ||||
| Increase | Decrease | Increase | Decrease | ||
Assumption | Change in assumption | $m | $m | $m | $m |
| 2023 | |||||
Discount rate | 0.50% movement | (6.0) | 6.6 | − | − |
Inflation rate | 0.50% movement | 1.4 | (1.3) | − | − |
Mortality rate | 1 year movement | 2.7 | (2.7) | − | − |
| Future salary increases* | |||||
| Future pension increases** | |||||
| 2022 | |||||
Discount rate | 0.50% movement | (5.7) | 6.2 | (1.8) | 1.9 |
Inflation rate | 0.50% movement | 1.4 | (1.3) | 1.3 | (1.4) |
Mortality rate | 1 year movement | 2.5 | (2.5) | 1.3 | (1.4) |
| Future salary increases* | |||||
| Future pension increases** |
2023 | 2022 | |||
ROI | UK | ROI | UK | |
Expected contributions to the defined benefit plans for the coming year ($m) | 0.2 | − | 3.4 | − |
Weighted average duration of the defined benefit plans (years)*** | 13 | − | 14 | 12 |
Glanbia plc | Annual Report and Financial Statements
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9. Share-based payment expense
The Group operates various equity settled share-based payment arrangements which are described in this note. Further details of the
plans are available in the Remuneration Committee Report on pages 126 to 149.
The total cost recognised in the Group income statement is analysed as follows:
Notes
| 2023 | 2022 | ||||
| $m | $m | ||||
The | 2018 | Long-term incentive plan (2018 LTIP) | 18.8 | 14.4 | |
The | 2019 | Restricted Share Plan (2019 RSP) | 1.8 | 1.6 | |
The annual incentive deferred into shares scheme (AIDIS) | 3.9 | 3.8 | |||
7/32(a) | 24.5 | 19.8 |
For awards granted from 2022 to participants other than the Executive Directors and members of the Group Operating Executive
(“GOE”), 50% of the awards vest over a three year period based on the vesting conditions as described below. The remaining 50% vest
annually and evenly over three consecutive years following the grant based on service condition and personal objectives. For awards
granted to Executive Directors and members of the GOE, and previously granted awards, the awards vest over a three-year period
based on vesting conditions as detailed below.
The extent of vesting for awards granted from 2022 is determined based on a combination of performance metrics that comprised
of Group adjusted Earnings Per Share (“EPS”), Group Return on Capital Employed (“ROCE”), Environmental, Social and Governance
(“ESG”), and a service condition. For previously granted awards, the extent of vesting for awards is determined based on Group adjusted
EPS, Group ROCE, relative Total Shareholder Return (“TSR”) performance against the STOXX Europe 600 Food & Beverage index,
business segment EBITA and ROCE where applicable, a service condition, personal objectives, and ESG for the 2021 share awards where
applicable.
Vesting is determined on a straight line basis between threshold and maximum. There is a requirement to hold shares received pursuant
to the vesting of LTIP awards for a minimum period of two years post-vesting for members of the GOE (and one year otherwise for
awards granted before 2022).
The maximum annual award level is 150% of base salary. Awards lapse/expire by the fourth anniversary of the date of ag e date of a grant.
This scheme was introduced in 2019 to provide share awards to certain employees. The maximum award level is 150% of base salary. The
extent of vesting for awards outstanding is generally determined based on a service condition and personal objectives.
AIDIS
This scheme is an annual performance related incentive scheme for Executive Directors and members of the GOE. The fair value of AIDIS
was calculated as $3.9 million in 2023 (2022: $3.8 million) and equates to the cash value of the portion of the annual incentive that will be
settled by way of shares. The number of shares received is determined by the share price on the date of vest. Eec . Effective 2022, the Executive
Directors and members of the GOE are required to hold 60% of the shares received (net of any applicable taxes and social security) for a
period of two years and three years for the balance post vesting.
Details of awards granted under 2018 LTIP and 2019 RSP are as follows:
2023 | 2022 | |||||||
2018 | LTIP | 2019 | RSP | 2018 | LTIP | 2019 | RSP | |
At the beginning of the year | 4,595,659 | 279,990 | 4,033,767 | 371,834 | ||||
Granted | 1,403,396 | 23,397 | 1,703,218 | 179,868 | ||||
Vested | (1,367,455) | (122,039) | (315,578) | (195,122) | ||||
Lapsed | (578,155) | – | (825,748) | (76,590) | ||||
At the end of the year | 4,053,445 | 181,348 | 4,595,659 | 279,990 | ||||
Weighted average fair value of awards granted | €12.69 | €13.93 | €11.12 | €11.36 |
The assumptions used in the valuation of the awards granted under 2018 LTIP and 2019 RSP included:
2023 awards | 2022 awards | |||||||
2018 | LTIP | 2019 | RSP | 2018 | LTIP | 2019 | RSP | |
Year of earliest vesting date | 2024 | 2024 | -2025 | 2023 | 2023 | –2024 | ||
Share price at date of award | €13.66 | €13.47-€15 | .14 | €11.82 | €10.45- | €12.52 | ||
Expected dividend yield | 2.77% | 2.13%-2.39% | 2.25% | 2.62%–2.63% | ||||
Fair value – non-market performance component | €12.69 | – | €11.12 | – |
Glanbia plc | Annual Report and Financial Statements
Notes to the financial statements continued
| 2023 | 2022 | ||
| $m | $m | ||
| Finance income | |||
Interest income on loans to joint ventures | 1.0 | 1.2 | |
Interest income on cash and deposits | 4.6 | 0.4 | |
Interest income on swaps | 4.0 | 0.2 | |
Remeasurements of call option | – | 0.1 | |
Remeasurements of contingent consideration | 0.2 | 7.7 | |
Total finance income | 9.8 | 9.6 | |
| Finance costs | |||
Bank borrowing costs | (6.4) | (7.4) | |
Facility fees | (2.9) | (1.8) | |
Finance cost of private placement debt | (10.1) | (10.2) | |
| Interest expense on lease liabilities | 15 | (2.7) | (2.7) |
Remeasurements of call option | – | (0.6) | |
Remeasurements of contingent consideration | – | (1.6) | |
Total finance costs | (22.1) | (24.3) | |
Net finance costs | (12.3) | (14.7) |
11. Income taxes
Notes
| 2023 | 2022 | ||
| $m | $m | ||
| Current tax | |||
Irish current tax charge | 5.3 | 20.9 | |
Adjustments in respect of prior years | (2.3) | (1.3) | |
Irish current tax for the year | 3.0 | 19.6 | |
Foreign current tax charge | 47.0 | 29.9 | |
Adjustments in respect of prior years | (5.8) | 2.1 | |
Foreign current tax for the year | 41.2 | 32.0 | |
Total current tax | 44.2 | 51.6 | |
| Deferred tax | |||
Deferred tax – current year | (5.2) | (25.0) | |
Adjustments in respect of prior years | 5.7 | 0.5 | |
| Total deferred tax | 26 | 0.5 | (24.5) |
Tax charge | 44.7 | 27.1 |
The tax credit on exceptional items included in the above amounts is as follows:
Notes
| 2023 | 2022 | ||
| $m | $m | ||
Current tax credit on exceptional items | (1.8) | (0.6) | |
Deferred tax credit on exceptional items | – | (5.4) | |
| Total tax credit on exceptional items for the year | 6 | (1.8) | (6.0) |
The tax credit on exceptional items has been disclosed separately above as it relates to costs and income which have been presented as
exceptional.
Glanbia plc | Annual Report and Financial Statements
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The tax on the Group’s profit before tax diers fr tax differs from the theoretical amount that would arise applying the corporation tax rate in Ireland,
as follows:
| 2023 | 2022 | |
| $m | $m | |
Profit before tax | 392.4 | 237.4 |
Income tax calculated at Irish rate of 12.5% (2022: 12.5%) | 49.1 | 29.7 |
Earnings at non-standard Irish tax rate | 0.9 | 1.4 |
Difference due to overseas tax rates (capital and trading) | (4.8) | 0.2 |
Adjustment to tax charge in respect of previous periods | (2.3) | 1.4 |
Tax on share of results of joint ventures accounted for using the equity method included in profit before tax | (1.6) | (2.1) |
Other reconciling items | 3.4 | (3.5) |
Total tax charge | 44.7 | 27.1 |
Details of deferred tax charged or credited directly to other comprehensive income during the year are outlined in note 26.
Factors that may affect future tax charges and other disclosure requirements
The total tax charge in future periods will be ae e affected by any changes to applicable tax rates in force in jurisdictions in which the Group
operates and other relevant changes in tax legislation. The total tax charge of the Group may also be influenced by the eec ffects of
corporate development activity and the resolution of uncertain tax positions where the outcome is dierent come is different from the amounts recorded
(note 3).
The Group has adopted the amendments to IAS 12 for the first time in the current year. The IASB amends the scope of IAS 12 to clarify
that the Standard applies to income taxes arising from tax law enacted or substantively enacted to implement the Global Anti-Base
Erosion (‘GloBE’) rules published by the OECD (the ‘Pillar Two’ model rules) including tax law that implements qualified domestic
minimum top-up taxes described in those rules.
The amendments introduce a temporary exception to the accounting requirements for deferred taxes in IAS 12, so that an entity would
neither recognise nor disclose information about deferred tax assets and liabilities related to Pillar Two income taxes. The Group is
required to disclose that it has applied the exception and to disclose separately its current tax expense (income) related to Pillar Two
income taxes.
The Group has applied the temporary exception contained in the amendments issued by the IASB from the accounting requirements
for deferred taxes in IAS 12. Accordingly, the Group neither recognises nor discloses information about deferred tax assets and liabilities
related to Pillar Two income taxes.
On 18 December 2023, the government of Ireland enacted Pillar Two income taxes legislation in Ireland, ee , effective 1 January 2024, under
which Glanbia plc, the ultimate parent company of the Group, will be required to pay to the Irish tax authorities top-up tax on the profits
of its subsidiaries with an ee h an effective tax rate of less than 15 per cent for each jurisdiction in which the Group operates, or it can elect to rely
on safe harbour criteria to exclude qualifying subsidiaries.
No current tax income or expense related to Pillar Two income taxes was recognised in the tax charge for the year ended 30 December
2023.
Based on legislation in eec ffect at 30 December 2023 and current financial projections, the Group does not expect to pay a material
top-up tax with respect to its 2024 financial year (the year ending 4 January 2025). The Group is continuing to assess the impact of the
Pillar Two income taxes legislation on its future financial performance.
Glanbia plc | Annual Report and Financial Statements
Notes to the financial statements continued
12. Earnings Per Share
Basic
Basic Earnings Per Share is calculated by dividing profit after tax attributable to the equity holders of the Company by the weighted
average number of ordinary shares in issue during the year, excluding ordinary shares purchased by the Group and held as own shares
(note 23). The weighted average number of ordinary shares in issue used in the calculation of Basic Earnings Per Share is 266,548,048
(2022: 275,760,676).
Diluted
Diluted Earnings Per Share is calculated by adjusting the weighted average number of ordinary shares in issue to assume conversion of
all potential dilutive ordinary shares. Share awards are the Company’s only potential dilutive ordinary shares. The share awards, which
are performance based, are treated as contingently issuable shares, because their issue is contingent upon satisfaction of specified
performance conditions, as well as the passage of time. Contingently issuable shares are included in the calculation of Diluted Earnings
Per Share to the extent that conditions governing exercisability have been satisfied, as if the end of the reporting period were the end of
the vesting period.
2023 | 2022 | |||||
| Continuing | Discontinued | Continuing | Discontinued | |||
| operations | operations | Total | operations | operations | Total | |
| Profit after tax attributable to equity holders | ||||||
of the Company ($m) | 347.6 | (3.2) | 344.4 | 211.1 | 60.3 | 271.4 |
Basic Earnings Per Share (cent) | 130.41 | (1.20) | 129.21 | 76.55 | 21.85 | 98.40 |
Diluted Earnings Per Share (cent) | 128.67 | (1.17) | 127.50 | 75.59 | 21.59 | 97.18 |
2023 | 2022 | |
Weighted average number of ordinary shares in issue | 266,548,048 | 275,760,676 |
Shares deemed to be issued for no consideration in respect of share awards | 3,594,033 | 3,505,766 |
Weighted average number of shares used in the calculation of Diluted Earnings Per Share | 270,142,081 | 279,266,442 |
13. Dividends
The dividends paid and recommended on ordinary share capital are as follows:
Notes
| 2023 | 2022 | ||
| $m | $m | ||
| Equity dividends to shareholders | |||
Final – paid EUR | 57.6 | 51.7 | |
Interim – paid EUR | 39.9 | 37.3 | |
Total | 97.5 | 89.0 | |
| Reconciliation to Group statement of cash flows and Group statement of changes in equity | |||
Dividends to shareholders | 97.5 | 89.0 | |
Waived dividends in relation to own shares | (0.3) | (0.1) | |
| Total dividends paid to equity holders of the Company | 24 | 97.2 | 88.9 |
| Equity dividends recommended | |||
| Final 2023 – proposed EUR 21.21c per ordinary share (2022: EUR 19.28c) | 36 | 62.1 | 56.0 |
The amount of dividends recommended is based on the number of issued shares at year end (note 22). The actual amount will be based
on the number of issued shares on the record date (note 36).
Glanbia plc | Annual Report and Financial Statements
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| Land and | Plant and | Motor | |||
| buildings | equipment | Vehicles | Total | ||
| $m | $m | $m | $m | ||
| Year ended 30 December 2023 | |||||
Opening carrying amount | 239.2 | 271.5 | 0.1 | 510.8 | |
Exchange differences | 0.9 | 0.9 | 0.2 | 2.0 | |
| Acquisitions | 34 | 5.6 | 5.8 | – | 11.4 |
Additions | 4.7 | 37.1 | – | 41.8 | |
| Depreciation charge | 5/32(a) | (11.9) | (37.7) | (0.1) | (49.7) |
Reclassification | 3.4 | (3.4) | – | – | |
Disposal of assets | – | (1.2) | – | (1.2) | |
Closing carrying amount | 241.9 | 273.0 | 0.2 | 515.1 | |
| At 30 December 2023 | |||||
Cost | 385.5 | 736.9 | 3.5 | 1,125.9 | |
Accumulated depreciation and impairment | (143.6) | (463.9) | (3.3) | (610.8) | |
Carrying amount | 241.9 | 273.0 | 0.2 | 515.1 | |
| Year ended 31 December 2022 | |||||
Opening carrying amount | 251.4 | 298.0 | 0.2 | 549.6 | |
Exchange differences | (3.3) | (1.9) | 0.1 | (5.1) | |
Acquisitions | 2.8 | 3.7 | – | 6.5 | |
Additions | 3.2 | 32.0 | – | 35.2 | |
| Depreciation charge | 5/32(a) | (11.3) | (39.8) | (0.2) | (51.3) |
| Impairment | 5 | (0.2) | (9.9) | – | (10.1) |
| Assets classified as held for sale | 33 | (0.2) | (9.9) | – | (10.1) |
Disposal of assets | (3.2) | (0.7) | – | (3.9) | |
Closing carrying amount | 239.2 | 271.5 | 0.1 | 510.8 | |
| At 31 December 2022 | |||||
Cost | 370.4 | 689.7 | 2.9 | 1,063.0 | |
Accumulated depreciation and impairment | (131.2) | (418.2) | (2.8) | (552.2) | |
Carrying amount | 239.2 | 271.5 | 0.1 | 510.8 |
Glanbia plc | Annual Report and Financial Statements
Notes to the financial statements continued
15. Leasing
The movement in right-of-use assets during the year is as follows:
Notes
| Land and | Plant and | Motor | |||
| buildings | equipment | vehicles | Total | ||
| $m | $m | $m | $m | ||
| Year ended 30 December 2023 | |||||
Opening carrying amount | 91.8 | 5.3 | 3.6 | 100.7 | |
Exchange differences | 0.3 | – | – | 0.3 | |
| Acquisitions | 34 | 1.1 | 0.1 | – | 1.2 |
Additions | 0.6 | 1.3 | 1.7 | 3.6 | |
Disposals | (1.3) | (0.1) | – | (1.4) | |
Remeasurements | 3.6 | – | – | 3.6 | |
| Depreciation charge | 5/32(a) | (14.8) | (2.7) | (2.2) | (19.7) |
Closing carrying amount | 81.3 | 3.9 | 3.1 | 88.3 | |
| At 30 December 2023 | |||||
Cost | 129.6 | 9.8 | 9.7 | 149.1 | |
Accumulated depreciation and impairment | (48.3) | (5.9) | (6.6) | (60.8) | |
Carrying amount | 81.3 | 3.9 | 3.1 | 88.3 | |
| Year ended 31 December 2022 | |||||
Opening carrying amount | 106.2 | 2.9 | 4.1 | 113.2 | |
Exchange differences | (0.8) | (0.1) | (0.1) | (1.0) | |
Acquisitions | 0.2 | 0.4 | – | 0.6 | |
Additions | 2.9 | 5.9 | 2.0 | 10.8 | |
Disposals | (0.8) | (1.4) | (0.1) | (2.3) | |
| Impairment | 5 | (2.5) | (0.2) | – | (2.7) |
Remeasurements | 4.6 | – | – | 4.6 | |
| Assets classified as held for sale | 33 | (2.5) | (0.2) | – | (2.7) |
| Depreciation charge | 5/32(a) | (15.5) | (2.0) | (2.3) | (19.8) |
Closing carrying amount | 91.8 | 5.3 | 3.6 | 100.7 | |
| At 31 December 2022 | |||||
Cost | 126.3 | 8.9 | 8.7 | 143.9 | |
Accumulated depreciation and impairment | (34.5) | (3.6) | (5.1) | (43.2) | |
Carrying amount | 91.8 | 5.3 | 3.6 | 100.7 |
Amounts recognised in the Group income statement included the following:
Notes
| 2023 | 2022 | ||
| $m | $m | ||
Depreciation charge of right-of-use assets | 5 | 19.7 | 19.8 |
| Impairment of right-of-use assets | 5 | – | 2.7 |
| Interest expense on lease liabilities | 10 | 2.7 | 2.7 |
Expense relating to short-term leases | 4.2 | 3.8 | |
Expense relating to variable lease payments not included in lease liabilities | 0.1 | 0.6 |
The total cash outflow for leases during the year was $24.9 million (2022: $23.3 million). At 30 December 2023, the Group was committed
to $0.8 million (2022: $0.7 million) for short-term leases. Income from subleasing was immaterial in the current and prior year.
Certain building leases contain extension options exercisable by the Group. As at 30 December 2023, undiscounted potential future
lease payments of $75.9 million (2022: $80.9 million) have not been included in lease liabilities because it is not reasonably certain that the
extension options, $72.3 million (2022: $71.8 million) of which relate to periods more than five years from the reporting date, will be availed
of. At 30 December 2023, the undiscounted future lease payments relating to leases that have not yet commenced which the Group
is committed to are $0.5 million (2022: $0.1 million). The eec e effect of excluding future cash outflows arising from variable lease payments,
termination options, and residual value guarantees from lease liabilities is not material for the Group.
Glanbia plc | Annual Report and Financial Statements
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Lease liabilities shown in the Group balance sheet are as follows:
Notes
| 2023 | 2022 | ||
| $m | $m | ||
Current | 20.1 | 19.0 | |
Non-current | 89.3 | 103.5 | |
| Total | 30(c)/32(c) | 109.4 | 122.5 |
Refer to note 30(b) for a maturity analysis of the undiscounted lease liabilities arising from the Group’s leasing activities.
| Brands | ||||||
| and other | Software | Development | ||||
| Goodwill | intangibles | costs | costs | Total | ||
| $m | $m | $m | $m | $m | ||
| Year ended 30 December 2023 | ||||||
Opening carrying amount | 712.9 | 726.8 | 85.3 | 23.8 | 1,548.8 | |
Exchange differences | 3.1 | 1.4 | 2.5 | – | 7.0 | |
| Acquisitions | 34 | 11.4 | 17.8 | – | – | 29.2 |
Additions | – | – | 20.1 | 12.1 | 32.2 | |
Disposals | – | – | – | (0.3) | (0.3) | |
| Amortisation | 4/5/32(a) | – | (46.5) | (19.7) | (13.4) | (79.6) |
Closing carrying amount | 727.4 | 699.5 | 88.2 | 22.2 | 1,537.3 | |
| At 30 December 2023 | ||||||
Cost | 727.4 | 1,121.9 | 200.2 | 68.2 | 2,117.7 | |
Accumulated amortisation and impairment | – | (422.4) | (112.0) | (46.0) | (580.4) | |
Carrying amount | 727.4 | 699.5 | 88.2 | 22.2 | 1,537.3 | |
| Year ended 31 December 2022 | ||||||
Opening carrying amount | 712.5 | 740.8 | 79.3 | 25.1 | 1,557.7 | |
Exchange differences | (5.5) | (2.8) | (3.2) | – | (11.5) | |
Acquisitions | 24.7 | 46.3 | – | – | 71.0 | |
Additions | – | – | 26.8 | 12.3 | 39.1 | |
| Impairment | 5 | (18.8) | (8.8) | (0.3) | – | (27.9) |
Disposals | – | – | – | (0.5) | (0.5) | |
| Amortisation | 4/5/32(a) | – | (48.7) | (17.3) | (13.1) | (79.1) |
Closing carrying amount | 712.9 | 726.8 | 85.3 | 23.8 | 1,548.8 | |
| At 31 December 2022 | ||||||
Cost | 731.8 | 1,123.5 | 177.8 | 63.3 | 2,096.4 | |
Accumulated amortisation and impairment | (18.9) | (396.7) | (92.5) | (39.5) | (547.6) | |
Carrying amount | 712.9 | 726.8 | 85.3 | 23.8 | 1,548.8 |
Glanbia plc | Annual Report and Financial Statements
Notes to the financial statements continued
16. Intangible assets continued
| Recipes, Know- | |||||
| Customer | how | ||||
| Brands | relationships | and other | Total | ||
| $m | $m | $m | $m | ||
| Year ended 30 December 2023 | |||||
Opening carrying amount | 491.1 | 194.4 | 41.3 | 726.8 | |
Exchange differences | 1.1 | 0.3 | – | 1.4 | |
| Acquisitions | 34 | 3.3 | 4.5 | 10.0 | 17.8 |
Reclassification | 0.2 | (0.1) | (0.1) | – | |
Amortisation | (12.9) | (30.2) | (3.4) | (46.5) | |
Closing carrying amount | 482.8 | 168.9 | 47.8 | 699.5 | |
| At 30 December 2023 | |||||
Cost | 580.5 | 475.2 | 66.2 | 1,121.9 | |
Accumulated amortisation and impairment | (97.7) | (306.3) | (18.4) | (422.4) | |
Carrying amount | 482.8 | 168.9 | 47.8 | 699.5 | |
| Year ended 31 December 2022 | |||||
Opening carrying amount | 512.3 | 193.0 | 35.5 | 740.8 | |
Exchange differences | (2.2) | (0.6) | – | (2.8) | |
Acquisitions | 1.8 | 33.5 | 11.0 | 46.3 | |
Reclassification | (7.0) | – | 7.0 | – | |
Impairment | – | – | (8.8) | (8.8) | |
Amortisation | (13.8) | (31.5) | (3.4) | (48.7) | |
Closing carrying amount | 491.1 | 194.4 | 41.3 | 726.8 | |
| At 31 December 2022 | |||||
Cost | 584.4 | 472.7 | 66.4 | 1,123.5 | |
Accumulated amortisation and impairment | (93.3) | (278.3) | (25.1) | (396.7) | |
Carrying amount | 491.1 | 194.4 | 41.3 | 726.8 |
2023 | 2022 | |||
| Average | Average | |||
| remaining | remaining | |||
| Carrying | amortisation | Carrying | amortisation | |
| amount | period | amount | period | |
| $m | Years | $m | Years | |
| Brands | ||||
Glanbia Performance Nutrition – BSN | 43.1 | 27 | 44.7 | 28 |
Glanbia Performance Nutrition – Isopure | 55.6 | 31 | 57.4 | 32 |
Glanbia Performance Nutrition – think! | 68.7 | 32 | 70.8 | 33 |
Glanbia Performance Nutrition – Amazing Grass | 33.8 | 33 | 34.9 | 34 |
Glanbia Performance Nutrition – Body & Fit | 11.1 | 33 | 11.1 | 34 |
Glanbia Performance Nutrition – SlimFast North America | 98.3 | 35 | 101.6 | 36 |
Glanbia Performance Nutrition – SlimFast International | 20.4 | 35 | 21.0 | 36 |
Glanbia Performance Nutrition – LevlUp | 13.5 | 18 | 13.8 | 19 |
| Customer relationships | ||||
Glanbia Performance Nutrition – Optimum Nutrition | – | – | 3.9 | – |
Glanbia Performance Nutrition – BSN | 5.9 | 2 | 8.8 | 3 |
Glanbia Performance Nutrition – Isopure | 9.6 | 4 | 12.2 | 5 |
Glanbia Performance Nutrition – think! | 28.3 | 5 | 34.4 | 6 |
Glanbia Performance Nutrition – Amazing Grass | 21.9 | 8 | 24.7 | 9 |
Glanbia Performance Nutrition – SlimFast North America | 33.6 | 10 | 37.7 | 11 |
Glanbia Performance Nutrition – SlimFast International | 13.4 | 10 | 14.8 | 11 |
Glanbia Nutritionals – Sterling Technology | 29.5 | 13 | 31.7 | 14 |
Glanbia plc | Annual Report and Financial Statements
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| 2023 | 2022 | |
| $m | $m | |
| Brands | ||
Glanbia Performance Nutrition – Optimum Nutrition | 122.7 | 122.7 |
2023 | 2022 | |||||
| Indefinite life | Indefinite life | |||||
| Goodwill | intangibles | Discount | Goodwill | intangibles | Discount | |
| $m | $m | rate | $m | $m | rate | |
Americas | 412.5 | 113.1 | 8.33% | 412.5 | 113.1 | 7.93% |
International | 65.2 | 9.6 | 7.97% | 64.6 | 9.6 | 9.73% |
Direct-to-Consumer (Body & Fit) | 31.5 | – | 6.73% | 30.4 | – | 8.40% |
Direct-to-Consumer (LevlUp) | 30.3 | – | 6.23% | 29.3 | – | 7.76% |
Nutritional Solutions | 176.5 | – | 8.25% | 138.9 | – | 8.20% |
| Other CGUs without individually significant | ||||||
goodwill | – | – | – | 37.2 | – | 7.93%–8.68% |
Carrying amount | 716.0 | 122.7 | 712.9 | 122.7 |
Glanbia plc | Annual Report and Financial Statements
Notes to the financial statements continued
16. Intangible assets continued
Glanbia plc | Annual Report and Financial Statements
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17. Interests in joint ventures
Set out below are the joint ventures of the Group at the end of the reporting period. During 2023, the Group disposed of its interests in
Glanbia Cheese Limited and Glanbia Cheese EU Limited (note 33).
Notes
| 2023 | 2022 | ||
| $m | $m | ||
MWC-Southwest Holdings LLC | (a) | 159.3 | 169.0 |
| Glanbia Cheese Limited | (b) | – | 50.0 |
| Glanbia Cheese EU Limited | (c) | – | 6.3 |
Interests in joint ventures | 159.3 | 225.3 |
(a) MWC-Southwest Holdings LLC was established in 2018 to hold 100% of the ownership interest in Southwest Cheese Company, LLC
(“Southwest Cheese”) and MWC (Michigan) LLC (“MWC”). Consequently, the Group owns 50% of MWC-Southwest Holdings LLC and
its two subsidiaries. The Group controls 50% of the voting rights and is entitled to appoint 50% of the total number of Directors to the
Board. Southwest Cheese and MWC are large scale manufacturers of premium quality block cheese and whey protein ingredients for
consumer foods markets internationally.
(b) Glanbia Cheese Limited is a leading European mozzarella producer which was a joint venture with Leprino Foods Company.
(c) Glanbia Cheese EU Limited is a mozzarella cheese producer which was established in 2018 and was a joint venture with Leprino Foods
Company.
The joint ventures have share capital, consisting solely of ordinary shares, membership interests or membership units and preference
shares. Decisions about the relevant activities of the joint ventures require unanimous consent of the Group and the respective joint
venture partners. Refer to note 37 for further details of the joint ventures.
The movement in the interests in joint ventures recognised in the Group balance sheet is as follows:
Notes
| 2023 | 2022 | ||
| $m | $m | ||
At the beginning of the year | 225.3 | 209.3 | |
Share of profit after tax (post-exceptional) | 12.5 | 16.5 | |
| Share of OCI – remeasurements on defined benefit plan, net of deferred tax | 24 | 0.1 | 0.5 |
| Share of OCI – fair value movement on cash flow hedges, net of deferred tax | 23(c) | (2.5) | 17.2 |
| Dividends received | 35 | (32.0) | (15.2) |
Income tax movement | 6.1 | 2.9 | |
Transferred to assets held for sale* | (51.0) | – | |
Exchange differences | 0.8 | (5.9) | |
At the end of the year | 159.3 | 225.3 |
* Relates to the carrying amount of Glanbia Cheese which was translated using the exchange rate on 14 February 2023 when it was reclassified as held for sale. The
carrying amount of $52.2 million in note 33 is based on the exchange rate on 28 April 2023 when the sale transaction of Glanbia Cheese was completed.
Glanbia plc | Annual Report and Financial Statements
Notes to the financial statements continued
17. Interests in joint ventures continued
Summarised financial information for joint ventures accounted for using the equity method
Set out below is the summarised financial information for the Group’s joint ventures which are accounted for using the equity method.
The information reflects the amounts presented in the financial statements of the joint ventures reconciled to the carrying value of the
Group’s investments in joint ventures.
2023 | 2022 | ||||
| MWC- | MWC- | ||||
| Southwest | Southwest | Glanbia | Glanbia | ||
| Holdings | Holdings | Cheese | Cheese EU | ||
| LLC | LLC | Limited | Limited | ||
| $m | $m | $m | $m | Total | |
| Summarised balance sheet (100%): | |||||
Non-current assets | 745.9 | 786.9 | 44.1 | 164.7 | 995.7 |
| Current assets | |||||
Cash and cash equivalents | 19.2 | 15.1 | 53.2 | 5.0 | 73.3 |
Other current assets | 229.3 | 300.4 | 84.2 | 36.2 | 420.8 |
248.5 | 315.5 | 137.4 | 41.2 | 494.1 | |
| Non-current liabilities | |||||
Borrowings | (475.0) | (508.0) | – | – | (508.0) |
Other non-current liabilities | (7.7) | (8.4) | (4.5) | (176.6) | (189.5) |
(482.7) | (516.4) | (4.5) | (176.6) | (697.5) | |
| Current liabilities | |||||
Bank overdrafts and loans | – | (10.0) | – | – | (10.0) |
Other current liabilities | (192.9) | (238.0) | (84.4) | (16.6) | (339.0) |
(192.9) | (248.0) | (84.4) | (16.6) | (349.0) | |
Net assets (100%) | 318.8 | 338.0 | 92.6 | 12.7 | 443.3 |
Net assets attributable to equity holders of the Company | 318.8 | 338.0 | 92.6 | 12.7 | 443.3 |
| Reconciliation to carrying amount: | |||||
Group’s share of net assets | 159.4 | 169.0 | 46.3 | 6.3 | 221.6 |
Dividend income receivable | – | – | 3.7 | – | 3.7 |
Adjustment in respect of unrealised profit in stock to the Group | (0.1) | – | – | – | – |
Carrying amount | 159.3 | 169.0 | 50.0 | 6.3 | 225.3 |
| Summarised income statement (100%): | |||||
Revenue | 1,875.7 | 2,224.9 | 525.2 | 44.6 | 2,794.7 |
Depreciation | (42.6) | (42.0) | (5.5) | (1.3) | (48.8) |
Amortisation | (2.5) | (2.4) | (0.1) | – | (2.5) |
Interest (expense)/income | (24.1) | (23.4) | 0.4 | (4.2) | (27. 2) |
Tax | (0.8) | (6.3) | (8.4) | 5.6 | (9.1) |
Exceptional items net of tax | – | – | 0.3 | – | 0.3 |
Profit/(loss) after tax | 28.7 | 16.5 | 25.6 | (17.1) | 25.0 |
Other comprehensive income | (5.3) | 35.2 | 0.1 | – | 35.3 |
Total comprehensive income | 23.4 | 51.7 | 25.7 | (17.1) | 60.3 |
Profit/(loss) after tax attributable to equity holders of the Company | 28.7 | 16.5 | 25.6 | (17.1) | 25.0 |
Total comprehensive income attributable to equity holders of the Company | 23.4 | 51.7 | 25.7 | (17.1) | 60.3 |
| Reconciliation to the Group’s share of total comprehensive income: | |||||
Group’s share of total comprehensive income | 11.7 | 25.9 | 12.9 | (8.6) | 30.2 |
Adjustment in respect of unrealised profit on sales to the Group | – | 0.3 | – | – | 0.3 |
Dividends receivable by the Group | – | – | 3.7 | – | 3.7 |
Group’s share of total comprehensive income | 11.7 | 26.2 | 16.6 | (8.6) | 34.2 |
Dividends received by Group | 27.5 | 12.5 | 2.7 | – | 15.2 |
Glanbia plc | Annual Report and Financial Statements
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18. Other financial assets
Other financial assets comprise the following:
Notes
| 2023 | 2022 | |
| $m | $m | |
| Equity instruments designated at FVOCI | ||
The BDO Development Capital Fund | 1.7 | 1.4 |
Others | 0.9 | 0.9 |
Other financial assets | 2.6 | 2.3 |
Other financial assets are classified as non-current assets, unless they are expected to be realised within 12 months of the reporting
date or unless they will need to be sold to raise operating capital.
The movement in other financial assets is as follows:
| 2023 | 2022 | ||
| $m | $m | ||
At the beginning of the year | 2.3 | 2.2 | |
Disposals/redemption | (0.1) | (0.4) | |
| Fair value adjustment | 23 | 0.3 | 0.7 |
Exchange differences | 0.1 | (0.2) | |
At the end of the year | 2.6 | 2.3 |
19. Trade and other receivables
| 2023 | 2022 | ||
| $m | $m | ||
| Current | |||
Trade receivables | 450.7 | 367.3 | |
| Less: loss allowance | 30(b) | (10.0) | (13.8) |
Trade receivables – net | 440.7 | 353.5 | |
Receivables from joint ventures | 0.2 | 0.8 | |
Receivables from other related parties | 7.2 | 5.3 | |
Value added tax | 4.3 | 1.9 | |
Prepayments | 27.2 | 20.8 | |
Other receivables | 22.2 | 22.5 | |
501.8 | 404.8 |
See note 32(b) for analysis of the movement in trade and other receivables. Information in relation to the fair value estimation process
and the Group’s credit risk is included in notes 29(b) and 30(b) respectively.
The currency profile of trade and other receivables is as follows:
| Pound | Australian | |||||
| US dollar | euro | sterling | dollar | Other | Total | |
| $m | $m | $m | $m | $m | $m | |
At 30 December 2023 | 405.3 | 42.2 | 33.6 | 5.2 | 15.5 | 501.8 |
At 31 December 2022 | 316.8 | 38.8 | 26.6 | 4.1 | 18.5 | 404.8 |
Principal currencies in “other” include Canadian dollar, Indian rupee, New Zealand dollar, South African rand and Chinese renminbi
(2022: Canadian dollar, Indian Rupee and Chinese renminbi).
Glanbia plc | Annual Report and Financial Statements
Notes to the financial statements continued
20. Inventories
| 2023 | 2022 | |
| $m | $m | |
Raw materials | 167.0 | 275.7 |
Work in progress | 19.0 | 15.3 |
Finished goods | 326.5 | 422.6 |
Consumables | 37.7 | 36.9 |
550.2 | 750.5 |
Recognition in the Group income statement:
Notes
| 2023 | 2022 | ||
| $m | $m | ||
Cost of inventories recognised as an expense in Cost of Goods Sold | 5 | 3,850.7 | 4,457.4 |
Write down of inventory to net realisable value during the year | 34.1 | 29.3 | |
Previous write downs of inventories reversed during the year* | (15.7) | (10.5) | |
18.4 | 18.8 |
* Previous write downs have been reversed as a result of increased sales prices in certain markets.
21. Cash and cash equivalents
Notes
| 2023 | 2022 | ||
| $m | $m | ||
Cash at bank and in hand | 404.5 | 461.3 | |
Short term bank deposits | 9.2 | 6.6 | |
Cash and cash equivalents in the Group balance sheet | 413.7 | 467.9 | |
| Bank overdrafts used for cash management purposes | 25 | (108.9) | (275.4) |
| Cash and cash equivalents in the Group statement of cash flows | 25 | 304.8 | 192.5 |
22. Share capital and share premium
| Number | Ordinary | Share | ||
| of shares | shares | premium | Total | |
| (thousands) | $m | $m | $m | |
At 1 January 2023 | 272,287 | 20.3 | 109.9 | 130.2 |
Cancellation of own shares | (7,215) | (0.5) | – | (0.5) |
At 30 December 2023 | 265,072 | 19.8 | 109.9 | 129.7 |
At 2 January 2022 | 287,169 | 21.2 | 109.9 | 131.1 |
Cancellation of own shares | (14,882) | (0.9) | – | (0.9) |
At 31 December 2022 | 272,287 | 20.3 | 109.9 | 130.2 |
The total authorised number of ordinary shares is 350 million shares (2022: 350 million shares) with a par value of €0.06 per share (2022:
€0.06 per share). All issued shares are fully paid, carry one vote per share and a right to dividends. The rights and obligations of the
ordinary shares and the restrictions on the transfer of shares and voting rights are provided in Other Statutory Information.
During 2023, 7.2 million (2022: 14.9 million) ordinary shares were cancelled on the share buyback programme (note 23(d)). The amount paid
to repurchase these shares was initially recognised in the own shares reserve and was transferred to retained earnings on cancellation.
Glanbia plc | Annual Report and Financial Statements
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23. Other reserves
| Capital | Share- | ||||||
| and | based | ||||||
| merger | Currency | Hedging | Own | payment | |||
| reserve | reserve | reserve | shares | reserve | Other | Total | |
| $m | $m | $m | $m | $m | $m | $m | |
| note (a) | note (b) | note (c) | note (d) | note (e) | note (f) | ||
Balance at 1 January 2023 | 136.2 | 12.6 | 9.7 | (22.0) | 31.4 | – | 167.9 |
Currency translation differences | – | 4.4 | – | – | – | – | 4.4 |
Net investment hedge | – | 3.5 | – | – | – | – | 3.5 |
Revaluation – gross | – | – | (6.5) | – | – | 0.3 | (6.2) |
Reclassification to profit or loss – gross | – | – | (0.3) | – | – | – | (0.3) |
Deferred tax | – | – | 1.4 | – | – | (0.1) | 1.3 |
Net change in OCI | – | 7.9 | (5.4) | – | – | 0.2 | 2.7 |
Purchase of own shares | – | – | – | (148.1) | – | – | (148.1) |
Cancellation of own shares | 0.5 | – | – | 108.7 | – | – | 109.2 |
Cost of share-based payments | – | – | – | – | 24.5 | – | 24.5 |
| Transfer on exercise, vesting or expiry | |||||||
of share-based payments | – | – | – | 23.9 | (18.1) | – | 5.8 |
Transfer to Group income statement* | – | 9.9 | 0.2 | – | – | – | 10.1 |
Balance at 30 December 2023 | 136.7 | 30.4 | 4.5 | (37.5) | 37.8 | 0.2 | 172.1 |
Balance at 2 January 2022 | 135.3 | 50.8 | (12.0) | (7.0) | 23.2 | (28.5) | 161.8 |
Currency translation differences | – | (32.5) | – | – | – | – | (32.5) |
Net investment hedge | – | (5.7) | – | – | – | – | (5.7) |
Revaluation – gross | – | – | 29.8 | – | – | 0.7 | 30.5 |
Reclassification to profit or loss – gross | – | – | (3.4) | – | – | – | (3.4) |
Deferred tax | – | – | (6.4) | – | – | (0.2) | (6.6) |
Net change in OCI | – | (38.2) | 20.0 | – | – | 0.5 | (17.7) |
Purchase of own shares | – | – | – | (207.4) | – | – | (207.4) |
Cancellation of own shares | 0.9 | – | – | 182.8 | – | – | 183.7 |
Cost of share-based payments | – | – | – | – | 19.8 | – | 19.8 |
| Transfer on exercise, vesting or expiry | |||||||
of share-based payments | – | – | – | 9.6 | (11.6) | – | (2.0) |
Remeasurement of put option liability | – | – | – | – | – | 28.0 | 28.0 |
Transfer to Group income statement* | – | – | 1.7 | – | – | – | 1.7 |
Balance at 31 December 2022 | 136.2 | 12.6 | 9.7 | (22.0) | 31.4 | – | 167.9 |
* On disposal of foreign operations in the current year (2022: discontinued operation).
(a) Capital and merger reserve
The reserve includes capital reserve of $5.6 million (2022: $5.1 million) and merger reserve of $131.1 million (2022: $131.1 million) at the
reporting date.
The capital reserve comprises of a capital redemption reserve and a capital reserve which arose on the re-nominalisation of the
Company’s share capital on conversion to the euro. The reserve also includes $0.5 million (2022: $0.9 million) undenominated share
capital that arose on the cancellation of own shares during the year.
The merger reserve arose on the merger of Waterford Foods plc now named Waterford Foods DAC and Avonmore Foods plc now named
Glanbia plc in 1997. The merger reserve adjustment represents the dieren fference between the nominal value of the issued share capital of
Waterford Foods DAC and the fair value of the shares issued by Glanbia plc.
| $m | |
| Share premium representing excess of fair value over nominal value of ordinary shares issued in connection with the | |
merger of Avonmore Foods plc and Waterford Foods plc | 411.7 |
Merger reserve adjustment | (379.1) |
Share premium and other reserves relating to nominal value of shares in Waterford Foods plc | 98.5 |
At the beginning and end of the current and prior year | 131.1 |
Glanbia plc | Annual Report and Financial Statements
Notes to the financial statements continued
23. Other reserves continued
(b) Currency reserve
The currency reserve reflects the foreign exchange gains and losses arising from the translation of the net investment in foreign operations
and on borrowings designated as hedges of the net investment which are taken to equity. The movement in euro foreign exchange rates
from 0.9376 as at 31 December 2022 to 0.9050 as at 30 December 2023 is the primary driver of the movement in the currency reserve in
the year. When an entity is disposed of the accumulated foreign currency gains and losses are recycled to the income statement.
(c) Hedging reserve
The hedging reserve reflects the eec e effective portion of changes in the fair value of derivatives that are designated and qualify as cash
flow hedges. Amounts accumulated in the hedging reserve are recycled to the income statement in the periods when the hedged item
reserve also reflects the Group’s share of the e f the effective portion of changes in the fair value of derivatives that are entered into by the
Group’s joint ventures (note 29(a)).
The movements on the hedging reserve for the years ended 30 December 2023 and 31 December 2022 are as follows:
| Joint ventures | Group | Total | |
| $m | $m | $m | |
Balance at 1 January 2023 | 7.3 | 2.4 | 9.7 |
| Changes in fair value – gross | |||
– Foreign exchange contracts (currency risk) | 0.1 | – | 0.1 |
– Interest rate swaps (interest rate risk) | (3.6) | (3.0) | (6.6) |
Recognised in OCI | (3.5) | (3.0) | (6.5) |
| Reclassification to profit or loss – gross | |||
– Foreign exchange contracts (currency risk) | – | (0.3) | (0.3) |
Reclassified from OCI to profit or loss | – | (0.3) | (0.3) |
Deferred tax | 1.0 | 0.4 | 1.4 |
Net change in OCI | (2.5) | (2.9) | (5.4) |
Transfer to Group income statement | 0.2 | – | 0.2 |
Balance at 30 December 2023 | 5.0 | (0.5) | 4.5 |
Balance at 2 January 2022 | (11.6) | (0.4) | (12.0) |
| Changes in fair value – gross | |||
– Foreign exchange contracts (currency risk) | (0.7) | 0.9 | 0.2 |
– Commodity contracts (commodity price risk) | 1.4 | – | 1.4 |
– Interest rate swaps (interest rate risk) | 23.9 | 4.3 | 28.2 |
Recognised in OCI | 24.6 | 5.2 | 29.8 |
| Reclassification to profit or loss – gross | |||
– Foreign exchange contracts (currency risk) | 0.1 | (2.0) | (1.9) |
– Commodity contracts (commodity price risk) | (1.5) | – | (1.5) |
Reclassified from OCI to profit or loss | (1.4) | (2.0) | (3.4) |
Deferred tax | (6.0) | (0.4) | (6.4) |
Net change in OCI | 17. 2 | 2.8 | 20.0 |
Transfer to Group Income Statement | 1.7 | – | 1.7 |
Balance at 31 December 2022 | 7.3 | 2.4 | 9.7 |
Glanbia plc | Annual Report and Financial Statements
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(d) Own shares reserve
The own shares reserve reflects the ordinary shares of Glanbia plc which are held in trust.
An Employee Share Trust was established in May 2002 to operate initially in connection with the Company’s Saving Related Share Option
Scheme and subsequently for the vesting of shares under the 2018 LTIP and 2019 RSP (note 9). The Trustee of the Employee Share Trust is
Computershare Trustees (Jersey) Limited, a Jersey based trustee services company. The dividend rights in respect of these shares have
been waived, save 0.001 cent per share. An Employee Share Scheme Trust was established in April 2013 to operate in connection with
the Company’s AIDIS. The Trustee of the Employee Share Scheme Trust is Glanbia Management Services Limited. The dividend rights in
respect of shares which have not vested have been waived.
From 2020 to 2023, the Group launched and completed several share buyback programmes. During 2023, the Group repurchased 7.2 million
(2022: 14.9 million) ordinary shares under the programmes which were subsequently cancelled (note 22).
The movement in own shares reserve is as follows:
2023 | 2022 | |||||
| Value | Nominal value | Number of | Value | Nominal value | Number of | |
| $m | $m | Shares | $m | $m | Shares | |
At the beginning of the year | 22.0 | 0.1 | 1,711,322 | 7.0 | 0.1 | 412,493 |
Purchased by Employee Share (Scheme) Trust | 39.4 | 0.1 | 2,412,343 | 24.6 | 0.1 | 2,049,210 |
Purchased under share buyback | 108.7 | 0.5 | 7,215,827 | 182.8 | 0.9 | 14,881,985 |
Allocated under Employee Share (Scheme) Trust | (23.9) | (0.1) | (1,755,539) | (9.6) | (0.1) | (750,381) |
Cancelled under share buyback | (108.7) | (0.5) | (7,215,827) | (182.8) | (0.9) | (14,881,985) |
At the end of the year | 37.5 | 0.1 | 2,368,126 | 22.0 | 0.1 | 1,711,322 |
The shares purchased during the year and those held in trust are allocated to employees under the various share-based schemes. Shares
purchased under the share buyback programmes were cancelled. The shares acquired during the year represented an insignificant amount
of the total share capital at the beginning and end of the year. Shares purchased are deemed to be own shares in accordance with IAS 32
‘Financial Instruments’. The own shares at 30 December 2023 restrict distributable profits by $37.5 million (2022: $22.0 million) and had a
market value of $39.1 million (2022: $21.6 million).
(e) Share-based payment reserve
The share-based payment reserve reflects the equity settled share-based payment plans in operation by the Group (note 9).
(f) Other
The reserve includes FVOCI reserve of $0.2 million (2022: nil). In the prior year, the reserve includes a put option liability which recorded
the initial estimate of the fair value of the consideration to acquire the NCI shares that were subject to the put option and subsequent
remeasurements of the estimated liability (note 29(b)).
24. Retained earnings
Notes
| 2023 | 2022 | ||
| $m | $m | ||
At the beginning of the year | 1,686.2 | 1,669.0 | |
Profit for the year attributable to equity holders of the Company | 344.4 | 271.4 | |
| Other comprehensive income | |||
| – Remeasurements on defined benefit plans | 8 | 1.7 | 14.4 |
| – Deferred tax on remeasurements on defined benefit plans | 26 | (0.2) | (1.7) |
| – Share of measurements on defined benefit plans from joint ventures, net of deferred tax | 17 | 0.1 | 0.5 |
1.6 | 13.2 | ||
| Dividends | 13 | (97.2) | (88.9) |
| Cancellation of own shares | 23(d) | (108.7) | (182.8) |
| Transfer on exercise, vesting or expiry of share-based payments | 23 | (5.8) | 2.0 |
| Deferred tax on share-based payments | 26 | 2.1 | 0.5 |
Sale of shares held by a subsidiary | – | 1.8 | |
Derecognition of NCI | 8.2 | – | |
At the end of the year | 1,830.8 | 1,686.2 |
Glanbia plc | Annual Report and Financial Statements
Notes to the financial statements continued
25. Borrowings
Notes
| 2023 | 2022 | ||
| $m | $m | ||
| Non-current | |||
Bank borrowings | 178.5 | 307.5 | |
Private placement debt | 375.0 | 375.0 | |
29(b) | 553.5 | 682.5 | |
| Current | |||
| Bank overdrafts | 21 | 108.9 | 275.4 |
| Total borrowings | 30(b)/30(c) | 662.4 | 957.9 |
At the year-end, the Group had multi-currency committed term facilities of $1,320.7 million (2022: $1,296.3 million) of which $767.2 million
(2022: $613.8 million) were undrawn.
The maturity profile of borrowings, and undrawn committed and uncommitted facilities is as follows:
2023 | 2022 | |||||
| Undrawn | Undrawn | Undrawn | Undrawn | |||
| committed | uncommitted | committed | uncommitted | |||
| Borrowings | facilities | facilities | Borrowings | facilities | facilities | |
| $m | $m | $m | $m | $m | $m | |
Less than 1 year | 108.9 | – | 16.9 | 275.4 | – | 16.4 |
Between 1 and 2 years | - | – | – | – | – | – |
Between 2 and 5 years | 278.5 | 767.2 | – | 307.5 | 613.8 | – |
More than 5 years | 275.0 | – | – | 375.0 | – | – |
662.4 | 767.2 | 16.9 | 957.9 | 613.8 | 16.4 |
The weighted average maturity of committed facilities is 4.7 years (2022: 5.8 years).
Bank borrowings
The Group has committed unsecured bank facilities maturing in 2027. They are borrowed at fixed and floating interest rates. At
30 December 2023, $169.0 million of bank borrowings denominated in USD are at fixed nominal interest rate of 4.35% (2022: $169.0
million at 1.24%). The remaining bank borrowings are subject to interest rate changes, taking account of contractual repricing dates.
Nominal interest rates of these borrowings range primarily from 5.24%-6.37% (2022: 3.24%-4.73%). Floating interest rates are set at
commercial market rates for the respective currency and tenor plus a margin with borrowing tenors up to six months.
Private placement debt
At 30 December 2023, $175.0 million of private placement debt matures in December 2031, bears interest at a fixed 2.75% nominal interest
rate and is denominated in USD. $100.0 million of private placement debt facility matures in March 2028, bears interest at a fixed 2.49%
nominal interest rate and is denominated in USD and a further $100.0 million matures in March 2031, bears interest at a fixed 2.82%
nominal interest rate and is denominated in USD.
Bank overdrafts
Bank overdraft interest rates are variable and range from 4.15%-6.95% (2022: 2.13%-5.20%). At 30 December 2023, the Group had
undrawn uncommitted bank overdraft facilities of $11.9 million (2022: $11.3 million).
Guarantees
Financial liabilities are guaranteed by Glanbia plc. The Group has complied with the financial covenants of its borrowing facilities during
2023 and 2022 (note 30(a)).
Glanbia plc | Annual Report and Financial Statements
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Net debt is a non-IFRS measure which we provide to investors as we believe they find it useful. It is also used to calculate leverage under
the Group’s financing arrangements, as defined within covenants. Refer to the Financing Key Performance Indicators section in the
Glossary for more details. Net debt comprises the following:
Notes
| 2023 | 2022 | ||
| $m | $m | ||
Private placement debt | 375.0 | 375.0 | |
Bank borrowings | 169.0 | 169.0 | |
Not subject to interest rate changes* | 544.0 | 544.0 | |
Bank borrowings | 9.5 | 138.5 | |
| Cash and cash equivalents net of bank overdrafts | 21 | (304.8) | (192.5) |
Subject to interest rate changes* | (295.3) | (54.0) | |
| Net debt | 30(a) | 248.7 | 490.0 |
* Taking into account contractual repricing dates at the reporting date.
The movement in net debt is as follows:
Notes
| Cash and short- | ||||||
| term bank | Private | |||||
| deposits | Overdrafts | placement | ||||
| $m | $m | Borrowings | debt | Total | ||
| (note 21) | (note 21) | $m | $m | $m | ||
At 1 January 2023 | (467.9) | 275.4 | 307.5 | 375.0 | 490.0 | |
| Drawdown of borrowings | 32(c) | – | – | 140.8 | – | 140.8 |
| Repayment of borrowings | 32(c) | – | – | (271.6) | – | (271.6) |
Net change in cash and cash equivalents | 59.4 | (174.9) | – | – | (115.5) | |
| Acquisitions | 34 | (0.5) | – | – | – | (0.5) |
Exchange differences | (4.7) | 8.4 | 1.8 | – | 5.5 | |
At 30 December 2023 | (413.7) | 108.9 | 178.5 | 375.0 | 248.7 | |
At 2 January 2022 | (261.7) | 154.6 | 414.7 | 375.0 | 682.6 | |
| Drawdown of borrowings | 32(c) | – | – | 707.5 | – | 707.5 |
| Repayment of borrowings | 32(c) | – | – | (822.5) | – | (822.5) |
Net change in cash and cash equivalents | (209.6) | 124.4 | – | – | (85.2) | |
Acquisitions | (1.0) | – | – | – | (1.0) | |
Exchange differences | 4.4 | (3.6) | 7.8 | – | 8.6 | |
At 31 December 2022 | (467.9) | 275.4 | 307.5 | 375.0 | 490.0 |
The currency profile of net debt is as follows:
| US | Pound | ||||
| dollar | euro | sterling | Other | Total | |
| $m | $m | $m | $m | $m | |
| At 30 December 2023 | |||||
Borrowings | (561.4) | (81.7) | (9.5) | (9.8) | (662.4) |
Cash and cash equivalents (note 21) | 217.4 | 106.4 | 19.7 | 70.2 | 413.7 |
(344.0) | 24.7 | 10.2 | 60.4 | (248.7) | |
| At 31 December 2022 | |||||
Borrowings | (733.1) | (189.1) | (23.8) | (11.9) | (957.9) |
Cash and cash equivalents (note 21) | 308.5 | 84.4 | 23.7 | 51.3 | 467.9 |
(424.6) | (104.7) | (0.1) | 39.4 | (490.0) |
Principal currencies in “other” include Indian Rupee, Chinese renminbi and Canadian Dollar (2022: Canadian Dollar, Australian Dollar
and New Zealand Dollar).
Glanbia plc | Annual Report and Financial Statements
Notes to the financial statements continued
26. Deferred taxes
Recognition in the Group balance sheet:
2023 | 2022* | |||||
| Deferred tax | Deferred tax | Deferred tax | Deferred tax | |||
| assets | liabilities | Net | assets | liabilities | Net | |
| $m | $m | $m | $m | $m | $m | |
Deferred tax assets/(liabilities) before set off | 78.1 | (210.8) | (132.7) | 88.5 | (221.8) | (133.3) |
Set off of deferred tax | (72.9) | 72.9 | – | (83.5) | 83.5 | – |
Deferred tax assets/(liabilities) after set off | 5.2 | (137.9) | (132.7) | 5.0 | (138.3) | (133.3) |
The movement in the net deferred tax liability recognised in the Group balance sheet is as follows:
Notes
| 2023 | 2022 | ||
| $m | $m | ||
At the beginning of the year | (133.3) | (158.2) | |
| Income statement (charge)/credit | 11 | (0.5) | 24.5 |
| Deferred tax credit to other comprehensive income | |||
| – on remeasurement of defined benefit plans | 24 | (0.2) | (1.7) |
| – on disposal/redemption of FVOCI financial assets | 23 | (0.1) | (0.2) |
| – on fair value movements | 23(c) | 0.4 | (0.4) |
| Deferred tax credit to equity | |||
| – on share-based payments | 24 | 2.1 | 0.5 |
Exchange differences | (1.1) | 2.2 | |
At the end of the year | (132.7) | (133.3) |
The movement in deferred tax assets during the year is as follows:
| Retirement | Other | |||||
| benefit | employee | Lease | ||||
| obligations | obligations | Tax losses | liabilities | Other | Total | |
| $m | $m | $m | $m | $m | $m | |
At 1 January 2023 | 3.4 | 18.5 | 4.4 | 40.9 | 21.3 | 88.5 |
(Charge)/credit to income statement | 0.8 | (4.3) | 1.9 | (2.7) | (7.9) | (12.2) |
Charge to other comprehensive income | (0.2) | – | – | – | (0.1) | (0.3) |
Credit to equity | – | 2.1 | – | – | – | 2.1 |
Exchange differences | (0.1) | 0.2 | 0.2 | – | (0.3) | – |
At 30 December 2023 | 3.9 | 16.5 | 6.5 | 38.2 | 13.0 | 78.1 |
At 2 January 2022* | 5.5 | 18.2 | 5.1 | 38.6 | 14.5 | 81.9 |
(Charge)/credit to income statement | (0.5) | (0.5) | (0.2) | 2.3 | 7.1 | 8.2 |
Charge to other comprehensive income | (1.7) | – | – | – | (0.2) | (1.9) |
Credit to equity | – | 0.5 | – | – | – | 0.5 |
Exchange differences | 0.1 | 0.3 | (0.5) | – | (0.1) | (0.2) |
At 31 December 2022* | 3.4 | 18.5 | 4.4 | 40.9 | 21.3 | 88.5 |
The movement in deferred tax liabilities during the year is as follows:
| Development | ||||||
| Accelerated tax | Fair value | costs and other | Right-of-use | |||
| depreciation | gain | intangibles | assets | Other | Total | |
| $m | $m | $m | $m | $m | $m | |
At 1 January 2023 | (76.8) | (1.1) | (79.2) | (34.0) | (30.7) | (221.8) |
Credit/(charge) to income statement | 9.9 | 0.7 | 12.2 | 2.2 | (13.3) | 11.7 |
Charge to other comprehensive income | – | 0.4 | – | – | – | 0.4 |
Exchange differences | – | – | – | – | (1.1) | (1.1) |
At 30 December 2023 | (66.9) | – | (67.0) | (31.8) | (45.1) | (210.8) |
At 2 January 2022* | (77.1) | – | (89.5) | (32.6) | (40.9) | (240.1) |
Credit/(charge) to income statement | 0.3 | (0.6) | 9.5 | (1.4) | 8.5 | 16.3 |
Charge to other comprehensive income | – | (0.4) | – | – | – | (0.4) |
Exchange differences | – | (0.1) | 0.8 | – | 1.7 | 2.4 |
At 31 December 2022* | (76.8) | (1.1) | (79.2) | (34.0) | (30.7) | (221.8) |
* Restated due to amendments to IAS 12. Refer to note 2 for details.
Glanbia plc | Annual Report and Financial Statements
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OTHER
INFORMATION
A deferred tax asset has been recognised on the basis that the realisation of the related tax benefit through future taxable profits is
probable. This includes deferred tax assets which are recognised for tax losses carried forward to the extent that realisation of the
related tax benefit through future taxable profits is probable.
At the balance sheet date, the Group has unused tax losses of $190.1 million (2022: $135.5 million) available for os r offset against future profits.
A deferred tax asset has been recognised in respect of $6.2 million (2022: $4.4 million) of such losses. No deferred tax asset has been
recognised in respect of the remaining $183.9 million (2022: $131.1 million) as it is not considered probable that there will be future taxable
profits available. Unrecognised tax losses include $86.2 million (2022: $49.4 million) of capital losses. All tax losses may be carried
forward indefinitely.
No deferred tax liability has been recognised on temporary dierences y differences of $50.5 million (2022: $43.8 million) relating to the unremitted
earnings of overseas subsidiaries as the Group is able to control the timing of the reversal of these temporary dierences and it is these temporary differences and it is
probable that they will not reverse in the foreseeable future. Temporary dierences y differences arising in connection with interests in joint ventures
are insignificant.
27. Provisions
| Restructuring | ||||
| and portfolio | Property | |||
| related re- | and lease | Legal and | ||
| organisation | commitments | operational | ||
| $m | $m | $m | Total | |
| note (a) | note (b) | note (c) | $m | |
Balance at 1 January 2023 – non-current | – | 4.0 | – | 4.0 |
Balance at 1 January 2023 – current | – | 2.7 | 9.3 | 12.0 |
Reclassification | – | (0.5) | 0.5 | – |
Amount provided for in the year | 7.1 | 0.8 | 10.2 | 18.1 |
Utilised in the year | – | (0.3) | (2.9) | (3.2) |
Unused amounts reversed in the year | – | (0.3) | (3.9) | (4.2) |
Unwinding of discount | – | 0.2 | – | 0.2 |
Exchange differences | 0.2 | 0.2 | 0.1 | 0.5 |
Balance at 30 December 2023 | 7.3 | 6.8 | 13.3 | 27.4 |
Non-current | – | 4.3 | – | 4.3 |
Current | 7.3 | 2.5 | 13.3 | 23.1 |
7.3 | 6.8 | 13.3 | 27.4 |
(a) The restructuring and portfolio related re-organisation provision relates to redundancies and also obligations that exist following the
divestment of Glanbia Cheese and Tirlán. The timing of the utilisation of these provisions is uncertain.
(b) The property and lease commitments provision relates to restoration provisions associated with right-of-use assets and to property
remediation works and related mitigating actions associated with a property previously owned by the Group. Due to the nature of
these items there is some uncertainty around the amount and timing of payments.
(c) The legal and operational provision relates to certain legal claims, insurance claims and other items that arise in the normal course
of business. Due to the nature of these items, there is some uncertainty around the amount and timing of payments.
See note 32(b) for analysis of the movement in provisions.
Glanbia plc | Annual Report and Financial Statements
Notes to the financial statements continued
| 2023 | 2022 | ||
| $m | $m | ||
| Current | |||
| Trade payables | 30(b) | 280.2 | 385.0 |
| Amounts due to joint ventures | 30(b) | 115.7 | 154.2 |
| Amounts due to other related parties | 30(b) | 8.3 | 10.1 |
Social insurance costs | 7.6 | 7.5 | |
Accrued expenses | 247.3 | 242.7 | |
| Contingent consideration | 29(b)/30(c) | – | 27.0 |
659.1 | 826.5 |
| 2023 | 2023 | 2022 | 2022 | |
| Assets | Liabilities | Assets | Liabilities | |
| $m | $m | $m | $m | |
Cross currency swaps – fair value through income statement | – | (1.5) | – | (0.7) |
Foreign exchange contracts – cash flow hedges (currency risk) | – | (0.5) | 0.1 | (0.3) |
Interest rate swaps – cash flow hedges (interest rate risk) | – | – | 3.0 | – |
– | (2.0) | 3.1 | (1.0) | |
Non-current | – | – | – | – |
Current | – | (2.0) | 3.1 | (1.0) |
– | (2.0) | 3.1 | (1.0) |
Glanbia plc | Annual Report and Financial Statements
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| 2023 | 2022 | ||
Changes in fair value recognised in other comprehensive income | Notes | $m | $m |
Foreign exchange contracts | 23(c) | – | 0.9 |
| Interest rate swaps | 23(c) | (3.0) | 4.3 |
(3.0) | 5.2 | ||
| Reclassified from cash flow hedge reserve to the Group income statement | |||
| Foreign exchange contracts | 23(c) | (0.3) | (2.0) |
Glanbia plc | Annual Report and Financial Statements
Notes to the financial statements continued
29. Derivatives and fair value of financial instruments continued
2023 | 2022 | ||||
| Carrying | Carrying | ||||
| amount | Fair value | amount | Fair value | ||
| Notes | $m | $m | $m | $m | |
| Financial assets | |||||
| – Non-current loans to joint ventures | 35 | – | – | 65.6 | 65.6 |
| Financial liabilities | |||||
| – Non-current borrowings | 25 | 553.5 | 496.8 | 682.5 | 605.0 |
| Fair value | 2023 | 2022 | ||
| Notes | hierarchy | $m | $m | |
| Assets | ||||
| Equity instrument designated at FVOCI – The BDO Development Capital Fund | (a) | Level 2 | 1.7 | 1.4 |
| Foreign exchange contracts – cash flow hedges | (b) | Level 2 | – | 0.1 |
| Interest rate swaps – cash flow hedges | (c) | Level 2 | – | 3.0 |
| Contingent consideration receivable – Glanbia Cheese | (e) | Level 3 | – | – |
| Liabilities | ||||
| Foreign exchange contracts – cash flow hedges | (b) | Level 2 | (0.5) | (0.3) |
| Cross currency swaps – fair value through income statement | (d) | Level 2 | (1.5) | (0.7) |
| Contingent consideration payable – Sterling Technology, LLC | (f) | Level 3 | – | (27.0) |
Glanbia plc | Annual Report and Financial Statements
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| Call option | Put option | Contingent | |
| over NCI | liability | consideration | |
| $m | $m | $m | |
| (note 28) | |||
At 1 January 2023 | – | – | (27.0) |
Remeasurements | – | – | 0.2 |
Settlements (note 34) | – | – | 26.8 |
At 30 December 2023 | – | – | – |
At 2 January 2022 | 0.6 | (28.0) | (8.3) |
Additions through business combination | – | – | (25.4) |
Remeasurements | (0.5) | 26.1 | 6.1 |
Exchange translation adjustments | (0.1) | 1.9 | 0.6 |
At 31 December 2022 | – | – | (27.0) |
30. Capital and financial risk management
| 2023 | 2022 | ||
| $m | $m | ||
Equity | 2,132.6 | 1,992.7 | |
| Net debt | 25 | 248.7 | 490.0 |
Total capital | 2,381.3 | 2,482.7 |
Glanbia plc | Annual Report and Financial Statements
Notes to the financial statements continued
30. Capital and financial risk management continued
(b) Financial risk management
The conduct of its ordinary business operations necessitates the Group holding financial instruments. The Group has exposure to the following
risks arising from financial instruments: market risk comprising of currency risk, interest rate risk, price risk, liquidity risk and cash flow risk, and
credit risk.
The Group does not enter into any financial instruments that give rise to a speculative position. The Group finances its operations by
a mixture of retained profits, medium-term committed borrowings and undrawn uncommitted borrowings. The Group borrows in the
major global debt markets in a range of currencies at both fixed and floating rates of interest, using derivatives where appropriate to
generate the desired e ired effective currency profile and interest rate basis. Risk management, other than credit risk management, is carried
out by a central treasury department (“Group Treasury”) under policies approved by the Board of Directors. Group Treasury identifies,
evaluates and hedges financial risks in close co-operation with the Group’s business units. The Board of Directors provides written
principles for overall risk management, as well as, written policies covering specific areas such as foreign exchange risk, interest rate
risk, price risk, liquidity and cash flow risk, and credit risk, use of derivative and non-derivative financial instruments, and investment of
excess liquidity.
There has been no significant change during the financial year or since the end of the year to the types of financial risks faced by the
Group or the Group’s approach to the management of those risks.
| 2023 | 2022 | |
| +/-5% change in US dollar/euro exchange rate | $m | $m |
Impact on profit before tax* | -/+4.9 | -/+3.2 |
Impact on total equity** | -/+12.5 | -/+14.2 |
Glanbia plc | Annual Report and Financial Statements
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| 2023 | 2022 | |
| +/-1% change in market interest rates* | $m | $m |
Impact on profit before tax | -/+0.1 | -/+0.1 |
Impact on total equity | -/+0.1 | -/+0.1 |
Glanbia plc | Annual Report and Financial Statements
Notes to the financial statements continued
30. Capital and financial risk management continued
| Less than | Between | Between | More than | |||
| 1 year | 1 and 2 | 2 and 5 | 5 years | Total | ||
| $m | years $m | years $m | $m | $m | ||
| At 30 December 2023 | ||||||
| Non-derivative financial liabilities | ||||||
| Trade payables | 28 | 280.2 | – | – | – | 280.2 |
| Amounts due to joint ventures | 28 | 115.7 | – | – | – | 115.7 |
| Amounts due to other related parties | 28 | 8.3 | – | – | – | 8.3 |
Lease liabilities | 22.3 | 17.2 | 39.3 | 41.2 | 120.0 | |
| Interest-bearing borrowings | 25 | 108.9 | – | 278.5 | 275.0 | 662.4 |
Projected interest payments on interest-bearing borrowings* | 18.8 | 18.0 | 44.6 | 21.5 | 102.9 | |
554.2 | 35.2 | 362.4 | 337.7 | 1,289.5 | ||
Derivative financial liabilities | 2.0 | – | – | – | 2.0 | |
| At 31 December 2022 | ||||||
| Non-derivative financial liabilities | ||||||
| Trade payables | 28 | 385.0 | – | – | – | 385.0 |
| Amounts due to joint ventures | 28 | 154.2 | – | – | – | 154.2 |
| Amounts due to other related parties | 28 | 10.1 | – | – | – | 10.1 |
Contingent consideration | 27.5 | – | – | – | 27.5 | |
Lease liabilities | 21.1 | 19.9 | 42.0 | 51.9 | 134.9 | |
| Interest-bearing borrowings | 25 | 275.4 | – | 307.5 | 375.0 | 957.9 |
Projected interest payments on interest-bearing borrowings* | 16.5 | 22.9 | 68.1 | 30.4 | 137.9 | |
889.8 | 42.8 | 417.6 | 457.3 | 1,807.5 | ||
Derivative financial liabilities | 1.0 | – | – | – | 1.0 |
Glanbia plc | Annual Report and Financial Statements
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| 2023 | 2022 | ||
| $m | $m | ||
At the beginning of the year | 13.8 | 13.6 | |
Exchange differences | – | (0.2) | |
Increase in loss allowance recognised during the year | 2.6 | 3.0 | |
Receivables written off during the year as uncollectible | (1.2) | (0.6) | |
Unused amounts reversed | (5.2) | (2.0) | |
| At the end of the year | 19 | 10.0 | 13.8 |
| 2023 | 2022 | |
| $m | $m | |
| Past due | ||
Less than 30 days | 15.4 | 14.8 |
1 to 3 months | 3.9 | 6.9 |
4 to 6 months | 1.3 | 3.6 |
Over 6 months | 5.2 | 2.8 |
25.8 | 28.1 | |
Less: expected credit loss allowance | (10.0) | (13.8) |
Total | 15.8 | 14.3 |
Glanbia plc | Annual Report and Financial Statements
Notes to the financial statements continued
30. Capital and financial risk management continued
| 2023 | 2022 | ||
| $m | $m | ||
| Financial assets measured at amortised cost | |||
Trade receivables and receivables from related parties | 448.1 | 359.6 | |
| Loans to joint ventures | 35 | – | 65.6 |
448.1 | 425.2 | ||
| Financial liabilities measured at amortised cost | |||
| Borrowings | 25 | (662.4) | (957.9) |
Trade payables and amounts due to related parties | (404.2) | (549.3) | |
| Lease liabilities | 15 | (109.4) | (122.5) |
(1,176.0) | (1,629.7) | ||
Financial liabilities measured at FVTPL – contingent consideration | 28 | – | (27.0) |
| Equity instruments designated at FVOCI | 18 | 2.6 | 2.3 |
Net derivative (liability)/asset | (2.0) | 2.1 |
31. Commitments and contingent liabilities
| 2023 | 2022 | |
| $m | $m | |
Property, plant and equipment | 7.2 | 9.0 |
Intangible assets | 1.0 | 0.8 |
Glanbia plc | Annual Report and Financial Statements
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32. Cash flow information
(a) Cash generated from operating activities
Notes
| 2023 | 2022 | ||
| $m | $m | ||
Profit for the year | 344.5 | 270.6 | |
| Exceptional items | 6 | (46.4) | (22.6) |
Income taxes | 46.5 | 33.1 | |
Profit before taxation | 344.6 | 281.1 | |
Share of results of joint ventures accounted for using the equity method | (12.5) | (16.3) | |
Finance costs | 22.1 | 23.7 | |
Finance income | (9.8) | (1.9) | |
| Amortisation of intangible assets | 16 | 79.6 | 79.1 |
| Depreciation of property, plant and equipment | 14 | 49.7 | 51.3 |
| Depreciation of right-of-use assets | 15 | 19.7 | 19.8 |
| Cost of share-based payments | 9/23 | 24.5 | 19.8 |
Difference between pension charge and cash contributions | (2.7) | (0.5) | |
Net write down of inventories | 18.4 | 14.3 | |
| Non-cash movement in/on: | |||
– provisions | 7.4 | 1.0 | |
– allowance for impairment of receivables | (3.8) | 0.4 | |
– cross currency swaps | 0.7 | 2.7 | |
– disposal of leases | – | (0.4) | |
| Loss on disposal of property, plant and equipment | 5 | 1.2 | 0.4 |
Operating cash flows before movement in working capital | 539.1 | 474.5 | |
| Decrease/(increase) in inventories | 32(b) | 191.2 | (105.5) |
| (Increase)/decrease in short-term receivables | 32(b) | (91.1) | 8.6 |
| (Decrease)/increase in short-term liabilities | 32(b) | (144.4) | 39.7 |
| Decrease in provisions | 32(b) | (3.4) | (3.7) |
Cash generated from operating activities before exceptional items | 491.4 | 413.6 |
Glanbia plc | Annual Report and Financial Statements
Notes to the financial statements continued
32. Cash flow information continued
(b) The movement in working capital is as follows:
| Trade and other | Trade and other | ||||
| Inventories | receivables | payables | Provisions | Total | |
| $m | $m | $m | $m | $m | |
| 2023 | (note 20) | (note 19) | (note 28) | (note 27) | |
At 1 January 2023 | 750.5 | 404.8 | (826.5) | (16.0) | 312.8 |
Exchange differences | 3.8 | 0.2 | (4.6) | (0.5) | (1.1) |
Arising on acquisition (note 34) | 5.6 | 2.4 | (4.1) | – | 3.9 |
Loans/amounts payable to joint ventures, interest accruals, capital creditors and other non-operating items | (18.5) | 3.3 | 31.7 | (14.3) | 2.2 |
Movement in working capital | (191.2) | 91.1 | 144.4 | 3.4 | 47.7 |
At 30 December 2023 | 550.2 | 501.8 | (659.1) | (27.4) | 365.5 |
| 2022 | |||||
At 2 January 2022 | 672.3 | 407.0 | (758.1) | (18.7) | 302.5 |
Exchange differences | (9.6) | 4.1 | (8.0) | 0.7 | (12.8) |
Arising on acquisition | 3.6 | 6.1 | (2.9) | – | 6.8 |
Loans/amounts payable to joint ventures, interest accruals, capital creditors and other non-operating items | (21.3) | (3.8) | (17.8) | (1.7) | (44.6) |
Movement in working capital | 105.5 | (8.6) | (39.7) | 3.7 | 60.9 |
At 31 December 2022 | 750.5 | 404.8 | (826.5) | (16.0) | 312.8 |
(c) Changes in liabilities arising from financing activities
| Private | Lease | ||||
| Borrowings | Placement Debt | liabilities | Total | ||
| Notes | $m | $m | $m | $m | |
At 1 January 2023 | 307.5 | 375.0 | 122.5 | 805.0 | |
| Drawdown of borrowings | 25 | 140.8 | – | – | 140.8 |
| Repayment of borrowings | 25 | (271.6) | – | – | (271.6) |
Leases | – | – | 5.3 | 5.3 | |
Payment of lease liabilities | – | – | (19.9) | (19.9) | |
| Acquisitions | 34 | – | – | 1.1 | 1.1 |
Exchange differences | 1.8 | – | 0.4 | 2.2 | |
At 30 December 2023 | 178.5 | 375.0 | 109.4 | 662.9 | |
At 2 January 2022 | 414.7 | 375.0 | 135.4 | 925.1 | |
| Drawdown of borrowings | 25 | 707. 5 | – | – | 707. 5 |
| Repayment of borrowings | 25 | (822.5) | – | – | (822.5) |
Leases | – | – | 4.8 | 4.8 | |
Payment of lease liabilities | – | – | (17.4) | (17.4) | |
Acquisitions | – | – | 0.6 | 0.6 | |
Exchange differences | 7.8 | – | (0.9) | 6.9 | |
At 31 December 2022 | 307.5 | 375.0 | 122.5 | 805.0 |
Glanbia plc | Annual Report and Financial Statements
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33. Assets and liabilities held for sale, and discontinued operations
Assets and liabilities held for sale
The Group signed a memorandum of understanding for the sale of its shareholding in the Glanbia Cheese EU and Glanbia Cheese UK joint
ventures (“Glanbia Cheese”) to Leprino Foods Company on 14 February 2023. The Group treated the joint venture arrangements in Glanbia
Cheese as an asset held for sale and ceased to apply the equity method of accounting to its interest in Glanbia Cheese from this date (note 17).
The transaction allowed the Group to focus on its core better nutrition strategy and to allocate further capital to its global growth businesses.
The sale was completed on 28 April 2023 for an initial cash consideration of $125.2 million (€114.0 million) and repayment of $71.3 million (€64.9
million) of shareholder loans. The gain of $60.3 million on disposal of Glanbia Cheese (included in net exceptional gain on disposal/exit of
operations (note 6)) is based on the $125.2 million received less working capital adjustments of $1.8 million, carrying amount of the asset held for
sale at 28 April 2023 of $52.2 million, costs of $2.8 million, and associated cumulative debit amounts recognised in other comprehensive income
of $8.1 million that were reclassified to the Group income statement.
The assets and liabilities held for sale at 31 December 2022 related to the non-core assets of a small US based bottling facility (Aseptic
Solutions). Following the completion of a strategic portfolio review, these assets and related liabilities which were part of the Glanbia
Nutritionals segment were determined to be non-core and a decision was made to divest of them, resulting in the designation as held for sale
at 2022 year end. The divestment was completed on 6 March 2023. The gain on disposal of $0.4 million (included in net exceptional gain on
disposal/exit of operations (note 6)) is based on $11.2 million consideration, less the carrying amount of the net assets held for sale of $9.3 million
on the date of the transaction and costs associated with the transaction of $1.5 million.
Assets and liabilities held for sale at 31 December 2022 relate to:
| 2022 | ||
| Notes | $m | |
Property, plant and equipment | 14 | 10.1 |
| Right-of-use assets | 15 | 2.7 |
Inventories | 2.4 | |
Assets held for sale | 15.2 | |
Lease liabilities | (6.7) | |
Liabilities held for sale | (6.7) |
The above divestments are not regarded as discontinued operations as they were not considered to be either separate major lines of business
or geographical areas of operations.
Discontinued operations
The profit from discontinued operations in the prior year relates to the disposal of Tirlán Limited on 1 April 2022. The gain of $60.3 million (note
6) is based on the $339.3 million received, less the carrying amount of the asset held for sale of $265.0 million and costs associated with the
transaction of $14.0 million. As part of the terms of the disposal, the Company paid Tirlán Limited a contribution of $8.8 million in 2022 related
to pension obligations, separation and rebranding costs and an additional $1.7 million in the current year for the re-imbursement of rebranding
costs. The charge in the current year of $3.2 million (note 6) relates to the crystallisation of certain contingent costs associated with the
divestment transaction following the conclusion of negotiations on separation of the common infrastructure of both organisations.
Glanbia plc | Annual Report and Financial Statements
Notes to the financial statements continued
34. Business combinations
On 2 October 2023 Glanbia acquired the B2B bioactive ingredients business of PanTheryx, Inc. (“PanTheryx”), a US based health and
nutrition business*. The acquisition builds on Glanbia Nutritionals’ strategic capabilities and will complement the existing ingredient
technology portfolio of Nutritional Solutions providing a wider breadth of technical capabilities to support its customers. The provisional
amount of unallocated goodwill relates to the acquired workforce, the expectation that the business will give rise to synergies across the
Glanbia Nutritionals segment, will generate future sales beyond the existing customer base, as well as the opportunity to expand the
business into new markets, where there are no existing customers, and further builds on our oering in e no existing customers, and further builds on our offering in bioactive solutions in Nutritional
Solutions. Goodwill of $11.4 million is expected to be deductible for tax purposes.
Details of the net assets acquired and goodwill arising from the acquisition are as follows:
| Total | ||
| Notes | $m | |
Cash consideration | 45.1 | |
Less: fair value of net assets acquired | (33.7) | |
| Goodwill | 16 | 11.4 |
* Glanbia acquired a group of assets and liabilities which constituted a business. Accordingly, the transaction is accounted for using acquisition accounting.
The fair value of assets and liabilities arising from the acquisition are as follows:
Property, plant and equipment | 14 | 11.4 |
| Right-of-use assets | 15 | 1.2 |
| Intangible assets – customer relationships | 16 | 4.5 |
| Intangible assets – recipes and know-how | 16 | 10.0 |
| Intangible assets – trade names | 16 | 3.3 |
| Inventories | 32(b) | 5.6 |
| Trade and other receivables | 32(b) | 2.4 |
| Cash and cash equivalents | 25 | 0.5 |
| Trade and other payables | 32(b) | (4.1) |
| Lease liabilities | 32(c) | (1.1) |
Fair value of net assets acquired | 33.7 |
Due to the proximity of the date of the acquisition to the reporting date, completion accounts have not been formally agreed between
the purchaser and seller at the date of approving the financial statements. Accordingly, the initial assignment of fair values to
identifiable net assets acquired has been performed on a provisional basis. In addition, management will need to finalise the valuation
exercise undertaken by the Group’s external valuation specialist relating to the acquisition. It is therefore possible the final amounts
for the assets and liabilities may dier from liabilities may differ from the provisional values. Any amendments to these fair values within the 12 month timeframe
from the date of acquisition will be disclosed in the 2024 interim financial statements.
The fair value of PanTheryx’s trade and other receivables at the acquisition date amounted to $2.4 million. The gross contractual
amount for receivables due is $2.2 million, of which $0.2 million is expected to be uncollectible. Acquisition-related costs of $1.0 million
incurred primarily on professional fees are included in administrative expenses.
PanTheryx contributed $4.0 million of revenues and $(0.2) million of profit before taxation and exceptional items for the period from the
date of acquisition to the reporting date. If the acquisition of PanTheryx had occurred on 1 January 2023, pro-forma Group revenue and
Group profit before taxation and exceptional items for the year ended 30 December 2023 would have been $5,442.5 million and $346.8
million respectively.
In 2022, the Group acquired Sterling Technology, LLC (“Sterling”). Refer to 2022 Annual Report for details of the Sterling acquisition.
During the year, the Group paid the former owners of Sterling an earnout of $26.8 million (note 29(b)).
Glanbia plc | Annual Report and Financial Statements
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35. Related party transactions
Related parties of the Group include subsidiary undertakings, joint ventures, Tirlán Co-operative Society Limited (formerly Glanbia Co-
operative Society Limited) (the “Society”) and its subsidiaries (“Tirlán Co-operative Group”), Leprino Foods Company and key management
personnel. A listing of the principal subsidiaries and joint ventures is provided in note 37.
Tirlán Co-operative Group holds 28.5% (2022: 27.7%) of the issued share capital of the Company. Tirlán Limited was a joint venture of the
Group up to 1 April 2022. From 2 April 2022, Tirlán Limited became a wholly owned subsidiary of the Society and also an other related party
to the Group. Accordingly transactions with Tirlán Limited before 2 April 2022 and from 2 April 2022 were included within “Transactions
with joint ventures” and “Transactions with Tirlán Co-operative Group” respectively.
Refer to note 33 for the disposal of Glanbia Cheese, which were joint ventures of the Group up to 28 April 2023. From 29 April 2023,
they became other related parties to the Group. Accordingly transactions with them before and after the disposal are included within
“Transactions with joint ventures” and “Transactions with Leprino Foods” respectively.
Details of related party transactions are as follows:
| 2023 | 2022 | |
| $m | $m | |
| Transactions with joint ventures | ||
| Dividends received | 32.0 | 15.2 |
Sales of goods | – | 0.2 |
Sales of services | 12.8 | 22.3 |
Purchases of services | 0.1 | – |
Purchases of goods | 1,806.9 | 2,141.6 |
| Loans advanced to Glanbia Cheese | 3.5 | 49.5 |
| Repayment of loans advanced by Glanbia Cheese (2022: Tirlán Limited ) | 71.3 | 30.3 |
| Transactions with Tirlán Co-operative Group | ||
Dividends received | – | 0.1 |
Dividends paid | 27.4 | 28.1 |
Sales of goods | 0.5 | 0.5 |
Sales of services | 32.4 | 30.0 |
Purchases of services | 0.8 | 0.3 |
Purchases of goods | 61.3 | 82.9 |
| Transactions with Leprino Foods | ||
Sales of services | 2.0 | – |
1
2
3
3
4
1
1. The Group trades in the normal course of business with its joint ventures and Leprino Foods and provides management and administrative services to them.
2. $4.5 million (2022: $2.7 million) relates to Glanbia Cheese.
3. $0.7 million of interest was capitalised during the year (2022: $0.9 million). There were no loans receivable from Glanbia Cheese as at 30 December 2023 (2022:
$65.6 million). The balance decreased to nil due to a loan repayment of $71.3 million which was o as offset by loan advanced of $3.5 million and exchange die ifferences
gain of $2.2 million during the current year.
4. The Group provides management and administrative services to the Society and is headquartered in a premises owned by the Society.
Receivable from and payables to joint ventures and other related parties as at the balance sheet date are included as separate line
items in notes 19 and 28. The outstanding balances included in receivables and payables at the balance sheet date in respect of
transactions with related parties are unsecured, interest free and settlement arises in cash. No guarantees have been given or received
in relation to related party receivables and payables. There were no loans to joint ventures outstanding at 30 December 2023. In the
prior year, loans of $65.6 million (note 30 (c)) were advanced at arm’s length with interest accruing and, in general, paid to the Group at
predetermined intervals.
| 2023 | 2022 | |
| $m | $m | |
Salaries and other short-term employee benefits | 9.2 | 9.5 |
Post-employment benefits | 0.9 | 1.2 |
Share-based payment expense | 10.3 | 9.1 |
Non-Executive Directors fees | 1.4 | 1.2 |
21.8 | 21.0 |
Glanbia plc | Annual Report and Financial Statements
Notes to the financial statements continued
35. Related party transactions continued
36. Events after the reporting period
See note 13 for the final dividend, recommended by the Directors. Subject to shareholder approval, this dividend will be paid on 3 May
2024 to shareholders on the register of members on 22 March 2024, the record date.
| Registered | |||
Incorporated and operating in | Principal activity | office | |
Ireland | Alanfield Society Limited | Holding society | 1 |
| Glanbia AP Designated Activity Company (formerly | Financing | 1 | |
| known as Avonmore Proteins Designated Activity | |||
| Company) | |||
| Glanbia Cheesip Limited | Research and development | 1 | |
Glanbia Estates Limited | Property and land dealing | 1 | |
| Glanbia Finance International Designated Activity | Financing | 1 | |
| Company | |||
Glanbia Financial Services Unlimited Company | Financing | 1 | |
Glanbia GNPN Holding Limited | Holding company | 1 | |
Glanbia Holdfin Limited | Holding company | 1 | |
Glanbia Investchip Limited | Holding and managing receivables | 1 | |
Glanbia Investment Holding Limited | Holding company | 1 | |
Glanbia Management Services Limited | Management and general business services | 1 | |
Glanbia Nutritionals Limited | Nutritional ingredients | 1 | |
Glanbia Performance Nutrition Limited | Performance nutrition | 1 | |
Glanbia Property Holding Designated Activity Company | Holding company | 1 | |
Glanbia Property Rentals Designated Activity Company | Property lessor | 1 | |
Glanbia Support Services Limited | Holding company | 1 | |
| Glanbia SMP Limited (formerly known as Avonmore Skim | Holding company | 1 | |
| Milk Products Limited) | |||
Glassonby Unlimited Company | Financing | 1 | |
Waterford Foods Designated Activity Company | Holding company | 1 | |
| United States | APS BioGroup, Inc. ³ | Bioactive solutions | 2 |
| of America | Foodarom USA, Inc. | Flavour solutions | 2 |
Glanbia Business Services, Inc. | Business services | 2 | |
Glanbia (Delaware), Inc. | Holding company | 2 | |
Glanbia Foods, Inc. | Cheese and nutritional ingredients | 3 | |
Glanbia, Inc. | Holding company | 2 | |
Glanbia Nutritionals (NA), Inc. | Nutritional ingredients | 2 | |
Glanbia Nutritionals, Inc. | Nutritional ingredients | 2 | |
Glanbia Nutritionals Services, LLC | Management services (nutritional ingredients) | 2 | |
Glanbia Performance Nutrition (Manufacturing), Inc. | Performance nutrition | 2 | |
Glanbia Performance Nutrition (NA), Inc. | Performance nutrition | 4 | |
GPN Commercial, LLC | Performance nutrition | 2 |
Glanbia plc | Annual Report and Financial Statements
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| Registered | |||
Incorporated and operating in | Principal activity | office | |
GPN SlimFast Commercial, LLC | Weight management solutions | 2 | |
Grass Advantage, LLC | Performance nutrition | 2 | |
KSF Acquisition Corporation | Weight management solutions | 2 | |
La Belle Associates, Inc. ³ | Bioactive solutions | 2 | |
PacMoore Process Technologies, LLC | Nutritional ingredients | 2 | |
Sterling Technology, LLC | Bioactive solutions | 2 | |
Britain and Northern Ireland | Glanbia Milk Limited | Management services | 5 |
Glanbia Performance Nutrition (UK) Limited | Performance nutrition | 5 | |
Glanbia Performance Nutrition (UK Sales Division) Limited | Performance nutrition | 5 | |
Glanbia (UK) Limited | Holding company | 5 | |
Australia | Glanbia Performance Nutrition Pty Ltd | Performance nutrition | 6 |
Brazil | Glanbia Marketing de Produtos de Nutrição e | Performance nutrition | 7 |
| Performance do Brasil Ltda ¹ | |||
Glanb | Nutritional ingredients | 8 | |
Canada | Foodarom Group Inc. | Flavours solutions | 9 |
Glanbia Nutritionals (Canada) Inc. 1 | Nutritional ingredients | 9 | |
Glanbia Performance Nutrition Canada Inc. 1 | Performance nutrition | 9 | |
China | Glanbia Nutritionals (Suzhou) Co., Ltd. | Nutritional ingredients | 10 |
| Glanbia Performance Nutrition Trading (Shanghai) Co., | Performance nutrition | 11 | |
Ltd. 1 | |||
Glanbia (Shanghai) International Trading Co., Ltd. 1 | Nutritional ingredients | 12 | |
Denmark | Nutramino Int. ApS | Performance nutrition | 13 |
France | Glanbia Performance Nutrition France SAS 1 | Performance nutrition | 14 |
Germany | Body & Fit Nutrition GmbH 1 | Performance nutrition | 15 |
| Foodarom Germany GmbH | Flavours solutions | 16 | |
Glanbia Nutritionals Deutschland GmbH 1 | Nutritional ingredients | 16 | |
Glanbia Performance Nutrition GmbH 1 | Performance nutrition | 17 | |
| LevlUp GmbH | Performance nutrition | 18 | |
India | Glanbia India Private Limited | Nutritional ingredients | 19 |
Glanbia Performance Nutrition (India) Private Limited 2 | Performance nutrition | 20 | |
Italy | Glanbia Nutritionals Italia Srl | Performance nutrition | 21 |
Japan | Glanbia Japan K.K. | Nutritional ingredients | 22 |
Korea (Republic of) | Glanbia Performance Nutrition Korea, LLC 1 | Performance nutrition | 23 |
Malta | Glanbia Maltfin Limited 1, 6 | Financing | 24 |
Mexico | Glanbia, S.A. de C.V. ¹ | Nutritional ingredients | 25 |
Glanb | Performance nutrition | 26 | |
Netherlands | Body & Fit Sportsnutrition B.V. 1 | Performance nutrition | 27 |
Glanbia Foods B.V. 1 | Holding company | 28 | |
New Zealand | Glanbia Performance Nutrition (New Zealand) Limited 1 | Performance nutrition | 29 |
Philippines | Glanbia Performance Nutrition Philippines, Inc. 1 | Performance nutrition | 30 |
Portugal | Glanbia Nutritionals (Portugal), Sociedade Unipessoal | Performance nutrition | 31 |
Lda. 1 | |||
Russian Federation | LLC Glanbia | Nutritional ingredients | 32 |
Singapore | Glanbia Nutritionals Singapore Pte Limited | Nutritional ingredients | 33 |
Glanbia Performance Nutrition Singapore Pte. Ltd | Performance nutrition | 34 | |
South Africa | Glanbia (Pty) Limited ¹ | Nutritional ingredients | 35 |
Sweden | Nutramino AB | Performance nutrition | 36 |
United Arab Emirates | Glanbia Performance Nutrition DMCC | Performance nutrition | 37 |
Glanbia plc | Annual Report and Financial Statements
Notes to the financial statements continued
| Registered | |||
Incorporated and operating in | Principal activity | office | |
Uruguay | Glanbia (Uruguay Exports) SA | Nutritional ingredients | 38 |
| Registered | |||
Incorporated and operating in | Principal activity | office | |
| United States | MWC-Southwest Holdings LLC | Holding company of two cheese and | 2 |
| of America | nutritional ingredients companies |
37. Principal subsidiaries and joint ventures continued
Glanbia plc | Annual Report and Financial Statements
STRATEGIC
REPORT GOVERNANCE
FINANCIAL
STATEMENTS
OTHER
INFORMATION
Company balance sheet
as at 30 December 2023
Notes
30 December
2023
€m
31 December
2022
€m
ASSETS
Non-current assets
Investments in subsidiaries
2 581.6 581.6
Other financial assets
3 1.8 1.6
Deferred tax assets 0.1 0.2
583.5 583.4
Current assets
Trade and other receivables
4 5.0 10.8
Cash at bank and in hand 13.1 10.9
18.1 21.7
Total assets 601.6 605.1
EQUITY
Issued capital and reserves attributable to equity holders of the Company
Share capital and share premium
5 459.0 459.4
Other reserves 4.3 12.1
Retained earnings 64.7 74.8
Total equity 528.0 546.3
LIABILITIES
Current liabilities
Bank overdraft 25.2 2.6
Provisions 0.6 0.6
Trade and other payables
6 47.8 55.6
Total liabilities 73.6 58.8
Total equity and liabilities 601.6 605.1
As permitted by section 304 of the Companies Act 2014, the Company is availing of the exemption from presenting its separate profit
and loss account in these financial statements and from filing it with the Registrar of Companies. The profit for the year dealt with in the
financial statements of the Company amounts to €185.1 million (2022: €236.0 million).
On behalf of the Board
Donard Gaynor
Directors
Hugh McGuire Mark Garvey
27 February 2024
Glanbia plc | Annual Report and Financial Statements
Company statement of changes in equity
for the financial year ended 30 December 2023
Share
capital
and share
premium
€m
(note 5)
Other reserves
Retained
earnings
€m
Total
Equity
€m
Capital
reserve
€m
Own
shares
€m
Share-
based
payment
reserve
€m
FVOCI
reserve
€m
Balance at 1 January 2023 459.4 5.7 (20.7) 27.1 – 74.8 546.3
Profit for the year – – – – – 185.1 185.1
Other comprehensive income
– Revaluation – gross – – – – 0.3 – 0.3
– Deferred tax – – – – (0.1) – (0.1)
Total comprehensive income for the year – – – – 0.2 185.1 185.3
Dividends – – – – – (89.8) (89.8)
Purchase of own shares – – (136.5) – – – (136.5)
Cancellation of own shares (0.4) 0.4 100.1 – – (100.1) –
Cost of share-based payments – – – 22.7 – – 22.7
Transfer on exercise, vesting or expiry of share-based
payments – – 22.0 (16.7) – (5.3) –
Total contributions by and distributions to owners (0.4) 0.4 (14.4) 6.0 – (195.2) (203.6)
Balance at 30 December 2023 459.0 6.1 (35.1) 33.1 0.2 64.7 528.0
At 2 January 2022 460.3 4.8 (6.4) 19.3 (0.4) 94.8 572.4
Profit for the year – – – – – 236.0 236.0
Other comprehensive income
– Revaluation – gross – – – – 0.6 – 0.6
– Deferred tax – – – – (0.2) – (0.2)
Total comprehensive income for the year – – – – 0.4 236.0 236.4
Dividends – – – – – (84.4) (84.4)
Purchase of own shares – – (196.9) – – – (196.9)
Cancellation of own shares (0.9) 0.9 173.5 – – (173.5) –
Cost of share-based payments – – – 18.8 – – 18.8
Transfer on exercise, vesting or expiry of share-based
payments – – 9.1 (11.0) – 1.9 –
Total contributions by and distributions to owners (0.9) 0.9 (14.3) 7.8 – (256.0) (262.5)
At 31 December 2022 459.4 5.7 (20.7) 27.1 – 74.8 546.3
Refer to note 23 of the Group financial statements for a description of the individual components in other reserves.
Glanbia plc | Annual Report and Financial Statements
STRATEGIC
REPORT GOVERNANCE
FINANCIAL
STATEMENTS
OTHER
INFORMATION
Notes to the Company financial statements
for the financial year ended 30 December 2023
1. Accounting policies
Basis of preparation
Glanbia plc (the “Company”) is a public limited company incorporated and domiciled in Ireland, the number under which it is registered
is 129933. The address of its registered oce is Glanbia House, Kilkenny, Ireland, R95 E866.
These financial statements are prepared for the 52-week period ended 30 December 2023. Comparatives are for the 52-week period
ended 31 December 2022. The balance sheets for 2023 and 2022 have been drawn up as at 30 December 2023 and 31 December 2022
respectively. The financial statements were approved and authorised for issue by the Board of Directors on 27 February 2024.
The financial statements have been prepared under the historical cost convention, as modified by use of fair values for certain other
financial assets, and comply with the Companies Act 2014 and Financial Reporting Standard 101 Reduced Disclosure Framework (“FRS
101”). The Company has taken advantage of the following disclosure exemptions under FRS 101:
• a Cash Flow Statement and related notes;
• disclosures in respect of transactions with wholly owned subsidiaries;
• disclosures in respect of capital management;
• the eects of new but not yet eective IFRS; and
• disclosures in respect of the compensation of key management personnel.
As the consolidated financial statements of the Company and its subsidiaries include the equivalent disclosures, the Company has also
availed of the following disclosure exemptions under FRS 101:
• IFRS 2 Share Based Payments in respect of group settled share based payments; and
• certain disclosures required by IAS 12 Income Taxes, IFRS 13 Fair Value Measurement and IFRS 7 Financial Instrument Disclosures.
The financial statements have been prepared in euro and presented in millions. The material accounting policies set out below have,
unless otherwise stated, been applied consistently to all periods presented in these financial statements.
Going concern
The Company is in a net current liabilities position at 30 December 2023. The Company and its subsidiaries (the “Group”) is profit-making
and cash generative, having made a profit after tax of $344.5 million and net cash inflow from operating activities was $427.8 million in
2023. The Company made a profit of €185.1 million in 2023 (2022: €236.0 million). The Group expects to continue to be profitable and cash
generative for at least 12 months from the date of approval of these financial statements based on approved budgets and strategic
plans. The Company has control over its subsidiaries, it can therefore direct its subsidiary entities to distribute or make available funds
to the parent company to ensure that the Company can repay its creditors as they fall due. The Directors have a reasonable expectation
that these funds will be available within the Group based on current budgets and strategic plans. Accordingly, the financial statements
of the Company for the financial year ended 30 December 2023 have been prepared on a going concern basis.
Investments in subsidiaries
Investments in subsidiaries are held at cost less, if any, accumulated impairment. The Company assesses investments for impairment
whenever events or changes in circumstances indicate that the carrying value of an investment may not be recoverable. If any
such indication of impairment exists, the Company makes an estimate of its recoverable amount. When the carrying amount of an
investment exceeds its recoverable amount, the investment is considered impaired and is written down to its recoverable amount. In the
opinion of the Directors the shares in the subsidiaries are worth at least the amounts at which they are stated on the balance sheet.
Other financial assets
The Company classifies and initially measures its investments in equity instruments at fair value and are subsequently adjusted to fair
value at each reporting date. If the market for a financial asset is not active or unquoted, the Company establishes fair value using valuation
techniques. The investment in The BDO Development Capital Fund is fair valued by reference to the latest quarterly report available to
the limited partners. Changes in their fair value are recognised in the profit and loss account unless management has elected to present
changes in fair value through other comprehensive income (“FVOCI”) on an investment by investment basis. When an election is made for
an investment, there is no subsequent reclassification of fair value gains and losses related to the investment to profit or loss following the
derecognition of the investment. Dividends from such investments are recognised in profit or loss when the Company’s right to receive
payments is established.
Financial assets are derecognised when the rights to receive cash flows from financial assets have expired or have been transferred and
the Company has transferred substantially all the risks and rewards of ownership.
Trade and other receivables and payables
Receivables and payables are recognised initially at fair value except trade receivables that do not contain significant financing
components which are recognised at transaction price. They are subsequently measured at amortised cost using the eective interest
method less any allowance for expected credit loss (“ECL”) for receivables.
Glanbia plc | Annual Report and Financial Statements
Notes to the Company financial statements continued
1. Accounting policies continued
Impairment
The Company applies the simplified approach under IFRS 9 to measure ECL which uses a lifetime expected loss allowance for all trade
receivables. A loss allowance for receivables is estimated based on expected credit losses. To measure ECL, historical loss rates are
calculated based on historical credit loss experience. The loss allowance based on historical loss rates is adjusted to reflect current
information and forward-looking information on macroeconomic factors if there is evidence to suggest these factors will aect the
ability of the counterparty to settle the receivables. Trade and other receivables are written o when there is no reasonable expectation
of recovery such as a debtor failing to engage in a repayment plan with the Company.
The Company’s intercompany receivables at 30 December 2023 amounted to €4.6 million (2022: €10.4 million). There is no material ECL
in respect of intercompany receivables as at 30 December 2023 or 31 December 2022.
Cash at bank and in hand
Cash includes cash, in any currency, in hand or deposited with financial institutions repayable without penalty on notice of not more than 24 hours.
Share capital
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity
as a deduction from the proceeds. Repurchase of the Company’s own equity instruments is recognised and deducted from equity with a
transfer between the own shares reserve and retained earnings when they are cancelled. No gain or loss is recognised in profit or loss on
the purchase, sale, issue or cancellation of the Company’s own equity instruments.
Own shares
Where the Employee Share Trust and/or the Employee Share Scheme Trust (on behalf of the Company) purchases the Company’s
equity share capital, under the 2018 Long-term incentive plan, the 2019 Restricted share plan, and the Annual incentive deferred into
shares scheme, the consideration paid is deducted from distributable reserves and classified as own shares until they are re-issued.
Where such shares are re-issued, they are re-issued on a first-in, first-out basis and the proceeds from the re-issue of own shares are
transferred from own shares to retained earnings.
Dividends
Dividends on ordinary shares to the Company’s shareholders are recognised as a liability of the Company when approved by the
Company’s shareholders. Interim dividends are recognised when paid. Proposed dividends that are approved after the balance sheet
date are not recognised as a liability but are disclosed in note 13 of the Group financial statements.
Borrowings
Borrowings are recognised initially at fair value and are subsequently stated at amortised cost.
Foreign currency translation
The functional and presentation currency of the Company is euro. Transactions in foreign currencies are translated at the rates of
exchange ruling at the transaction date. Monetary assets and liabilities denominated in foreign currencies are translated into euro at
the rates of exchange ruling at the balance sheet date, with a corresponding charge or credit to the profit and loss account.
Dividend income
Dividend income is recognised in the profit and loss account on the date the entity’s right to receive payment is established.
Share-based payments
The Company operates equity settled share-based payment arrangements. The arrangements include a long-term incentive plan
and a restricted share plan whereby share awards in the Company are granted to Executive Directors and senior management. The
Company also operates an annual incentive scheme whereby a portion of the annual incentive will be settled by way of shares. The
Company recharges the costs of these plans to its subsidiaries and the balances are settled in cash.
Glanbia plc | Annual Report and Financial Statements
STRATEGIC
REPORT GOVERNANCE
FINANCIAL
STATEMENTS
OTHER
INFORMATION
Taxation
The tax expense for the year comprises current and deferred tax. Tax is recognised in the profit and loss account except to the extent
that it relates to items recognised in other comprehensive income or directly in equity, in which case the tax is also recognised in other
comprehensive income or directly in equity, respectively.
A provision is recognised for those matters for which the tax determination is uncertain but it is considered probable that there will be a
future outflow of funds to a tax authority. The provisions are measured at the best estimate of the amount expected to become payable.
Current tax is calculated on the basis of tax laws enacted or substantively enacted at the balance sheet date in countries where the
Company operates and generates taxable income, taking into account adjustments relating to prior years.
Deferred tax is determined using tax rates and laws enacted or substantively enacted by the reporting date. Deferred tax is provided on
a non-discounted basis, using the balance sheet liability method, providing for temporary dierences on the reporting date between the
tax bases of assets and liabilities and their carrying amounts in the financial statements. However, deferred tax is not accounted for if it
arises from initial recognition of an asset or liability in a transaction, other than a business combination, that at the time of the transaction
aects neither accounting nor taxable profit or loss and does not give rise to an equal taxable and deductible temporary dierences.
Deferred tax liabilities are not recognised to the extent they arise from the initial recognition of goodwill not having full tax basis. Deferred
tax assets are recognised to the extent that it is probable that future taxable profit will be available against which the temporary dierences
can be utilised.
Critical accounting judgements and estimates
Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations
of future events that are believed to be reasonable under the circumstances. There were no critical accounting estimates or significant
judgements used in the preparation of these financial statements for 2023.
2. Investments in subsidiaries
2023
€m
2022
€m
At the beginning of the year 581.6 581.9
Disposals – (0.3)
At the end of the year 581.6 581.6
Details of the Company’s principal subsidiaries are set out in note 37 of the Group financial statements.
3. Other financial assets
2023
€m
2022
€m
At the beginning of the year 1.6 1.3
Additions – 0.1
Disposals/redemption (0.1) (0.4)
Fair value adjustment 0.3 0.6
At the end of the year 1.8 1.6
Other financial assets at 30 December 2023 comprised equity instruments designated at FVOCI - €1.5 million (2022: €1.3 million) and
€0.3 million (2022: €0.3 million) in The BDO Development Capital Fund and Farmer Business Development plc respectively.
4. Trade and other receivables
2023
€m
2022
€m
Amounts owed by subsidiaries 4.6 10.4
Amounts owed by Tirlán Co-operative Society Limited* – 0.1
Prepayments 0.4 0.3
5.0 10.8
* formerly known as Glanbia Co-operative Society Limited (the “Society”).
5. Share capital and share premium
At 30 December 2023, share capital and share premium were €15.9 million (2022: €16.3 million) and €443.1 million (2022: €443.1 million)
respectively.
The movement in the share capital was due to cancellation of ordinary shares on the share buyback programme. The dierence
between the Company and Group share premium is due to the merger of Waterford Foods plc now named Waterford Foods DAC and
Avonmore Foods plc now named Glanbia plc since 1997 and €0.2 million of issuance of shares in 2021.
Glanbia plc | Annual Report and Financial Statements
Notes to the Company financial statements continued
6. Trade and other payables
2023
€m
2022
€m
Amounts owed to subsidiaries 33.3 41.3
Accruals 14.5 14.3
47.8 55.6
7. Contingent liabilities
Any Irish registered wholly-owned subsidiary of the Company may avail of the exemption from filing its statutory financial statements
for the year ended 30 December 2023 as permitted by section 357 of the Companies Act 2014 and if an Irish registered wholly-owned
subsidiary of the Company elects to avail of this exemption, there will be in force an irrevocable guarantee from the Company in respect
of all commitments entered into by such wholly-owned subsidiary, including amounts shown as liabilities (within the meaning of section
357 (1) (b) of the Companies Act 2014) in such wholly-owned subsidiary’s statutory financial statements for the year ended 30 December
2023.
Within the scope of benefitting from the exemption related to the filing of the statutory financial statements for the financial year
ended 31 December 2023 of Glanbia Foods B.V., the Company has guaranteed the liabilities ensuing from legal acts performed by
this subsidiary, including all existing and future debts arising from legal acts performed by the subsidiary from 1 January 2023, but
also from legal acts performed previously, in accordance with and to the extent as set out in section 2:403.1(b and f) of the Dutch Civil
Code. Therefore Glanbia Foods B.V. is exempt from the obligation to publish its statutory financial statements and its obligations to file
statutory financial statements has been fulfilled by means of the publication of the declaration of consent and the declaration of liability.
Within the scope of benefitting from the exemption related to the filing of the statutory financial statements for the financial year ended
31 December 2023 of the Luxembourg subsidiary, Glanbia Luxembourg SA, the Company has guaranteed the liabilities of this subsidiary
in respect of any losses or liabilities (as provided by Article 70 (c) of the Luxembourg Law of 19 December 2002 on the register of
commerce and companies and the accounting and annual accounts of undertakings) for the financial year ended on 31 December 2023.
This subsidiary avails of the exemption from filing of their statutory financial statements, as permitted by Article 70 of the Luxembourg
Law of 19 December 2002 on the register of commerce and companies and the accounting and annual accounts of undertakings.
The Group’s financial liabilities are guaranteed by the company. Expected credit loss allowance in relation to these guarantees is not
material.
8. Related party transactions
During 2023, dividends of €25.3 million (2022: €26.7 million) were paid to the Society and its wholly owned subsidiaries based on their
shareholding in the Company. Non-Executive Directors fees of nil (2022: €0.2 million) were recharged from the Company to the Society
during 2023.
9. Statutory information
The following table discloses the fees paid or payable to Deloitte Ireland LLP, the statutory auditor:
2023
€m
2022
€m
Statutory audit* – –
Other assurance services – audit of the Group financial statements 1.2 1.1
Tax advisory services – –
Other non-audit services – –
1.2 1.1
* The audit fee for the Company is €45,000 (2022: €40,000).
Directors’ remuneration is disclosed in the Remuneration Committee Report on pages 126 to 149 and in note 35 of the Group financial
statements.
10. Events after the reporting period
Refer to note 36 of the Group financial statements.
Glanbia plc | Annual Report and Financial Statements
STRATEGIC
REPORT GOVERNANCE
FINANCIAL
STATEMENTS
OTHER
INFORMATION
Other
Information
Glanbia plc | Annual Report and Financial Statements
Glossary of non-IFRS performance measures
The Group reports certain performance measures including key performance indicators that are not defined under IFRS but which
represent additional measures used by the Board of Directors and the Glanbia Operating Executive in assessing performance and
for reporting both internally and to shareholders and other external users. The Group believes that the presentation of these non-
IFRS performance measures provides useful supplemental information which, when viewed in conjunction with our IFRS financial
information, provides readers with a more meaningful understanding of the underlying financial and operating performance of the
Group.
These non-IFRS performance measures may not be uniformly defined by all companies and accordingly they may not be directly
comparable with similarly titled measures and disclosures by other companies. None of these non-IFRS performance measures should
be considered as an alternative to financial measures drawn up in accordance with IFRS.
The principal non-IFRS performance measures used by the Group are defined below with a reconciliation of these measures to IFRS
measures where applicable. Please note where referenced “GIS” refers to Group income statement, “GBS” refers to Group balance
sheet, and “GSCF” refers to Group statement of cash flows. EBITA and EBITDA references throughout the annual report are on a pre-
exceptional basis unless otherwise indicated.
The sequencing of the non-IFRS performance measures has been changed in the current year such that related measures are grouped
together. 2022 financial information has been restated throughout for presentation in US Dollar. See note 2 of the Group financial
statements for further details.
G 1. Revenue
Revenue comprises sales of goods and services to external customers net of value added tax, rebates and discounts.
Reference
2023
Reported
$m
2022
Reported
$m
2022
Constant
currency
$m
Constant
currency
revenue
growth (G 2)
%
Like-for-like
revenue growth
(G 3)
%
Nutritional Solutions Note 4 1,008.5 1,186.8 1,185.5 (14.9%) (12.3%)
US Cheese Note 4 2,621.3 3,044.4 3,044.4 (13.9%) (13.9%)
Glanbia Nutritionals Note 4 3,629.8 4,231.2 4,229.9 (14.2%) (13.4%)
GPN Americas Note 4 1,166.7 1,156.6 1,156.0 0.9% 0.9%
GPN International (including Direct-to-
Consumer) Note 4 628.9 555.9 557.4 12.8% 12.8%
Glanbia Performance Nutrition Note 4 1,795.6 1,712.5 1,713.4 4.8% 4.8%
Revenue Note 5 5,425.4 5,943.7 5,943.3 (8.7%) (8.2%)
G 2. Volume and pricing increase/(decrease)
Volume increase/(decrease) represents the impact of sales volumes within the revenue movement year-on-year, excluding volume from
acquisitions and disposals and the impact of a 53rd week (when applicable), on a constant currency basis.
Pricing increase/(decrease) represents the impact of sales pricing (including trade spend) within revenue movement year-on-year,
excluding acquisitions and disposals, on a constant currency basis.
Reconciliation of volume and pricing increase/(decrease) to constant currency revenue growth:
Volume
increase/
(decrease)
Price
increase/
(decrease)
Acquisitions/
(disposals)
Constant
currency
revenue growth
(G 1)
Nutritional Solutions (3.3%) (9.0%) (2.6%) (14.9%)
US Cheese 0.7% (14.6%) – (13.9%)
Glanbia Nutritionals (0.4%) (13.0%) (0.8%) (14.2%)
Glanbia Performance Nutrition (0.6%) 5.4% – 4.8%
2023 decrease % – revenue (0.5%) (7.7%) (0.5%) (8.7%)
Glanbia plc | Annual Report and Financial Statements
STRATEGIC
REPORT GOVERNANCE
FINANCIAL
STATEMENTS
OTHER
INFORMATION
G 3. Like-for-like revenue increase/(decrease)
GN and GPN like-for-like total revenue represents the sales increase/(decrease) year-on-year, excluding the incremental revenue
contributions from current year and prior year acquisitions and disposals and the impact of a 53rd week (when applicable), on a
constant currency basis.
GPN like-for-like branded revenue represents the sales increase/(decrease) year-on-year on branded sales, excluding the incremental
revenue contributions from current year and prior year acquisitions and disposals and the impact of a 53rd week (when applicable), on
a constant currency basis. Like-for-like branded revenue increase/(decrease) is one of the GPN segment’s Key Performance Indicators.
Like-for-like branded revenue increase/(decrease) is one of the performance conditions in Glanbia’s Annual Incentive Plan for GPN
Senior Management.
G 4. EBITDA (pre-exceptional)
EBITDA (pre-exceptional) is defined as earnings before interest, tax, depreciation (net of grant amortisation) and amortisation.
Reference
2023
$m
2022
$m
EBITA (pre-exceptional) G 5 424.0 365.7
Depreciation* Note 5 69.4 71.1
EBITDA (pre-exceptional) G 9.2, G 13 493.4 436.8
* Includes depreciation of property, plant and equipment of $49.7 million (2022: $51.3 million) and depreciation of right-of-use assets of $19.7 million (2022: $19.8 million).
G 5. EBITA (pre-exceptional)
EBITA (pre-exceptional) is defined as earnings before interest, tax and amortisation. Business Segment EBITA growth on a constant
currency basis is one of the performance conditions in Glanbia’s Annual Incentive Plan for Senior Management. Refer to note 5 of the
Group financial statements for the reconciliation of EBITA (pre-exceptional) to IFRS measures.
Reference
2023
Reported
$m
2022
Reported
$m
2022
Constant
currency
$m
Constant
currency
growth
%
Nutritional Solutions 126.2 135.0 134.5 (6.2%)
US Cheese 42.4 38.8 38.7 9.6%
Glanbia Nutritionals Note 4 168.6 173.8 173.2 (2.7%)
Glanbia Performance Nutrition Note 4 255.4 191.9 191.0 33.7%
EBITA (pre-exceptional) Note 5 424.0 365.7 364.2 16.4%
G 6. EBITA margin % (pre-exceptional)
EBITA margin % (pre-exceptional) is defined as EBITA (pre-exceptional) as a percentage of revenue. Refer to G 1 and G 5 for revenue and
EBITA (pre-exceptional) respectively.
Glanbia plc | Annual Report and Financial Statements
Glossary of non-IFRS performance measures continued
G 7. Constant Currency Basic and Adjusted Earnings Per Share (“EPS”)
G . Constant Currency Basic EPS
Basic EPS is an IFRS measure and defined in note 12 of the Group financial statements. Basic EPS has also been calculated on a
continuing basis in line with the presentation of continuing and discontinued operations in the GIS. (Loss)/profit after tax in this
performance measure refers to the amount attributable to equity holders of the Company.
Reference
2023
Reported
$m
2022
Reported
$m
2022
Constant
currency
$m
Profit after tax GIS 344.4 271.4 271.4
Loss/(profit) after tax – discontinued operations GIS 3.2 (60.3) (61.9)
Profit after tax – continuing operations G 7. 2 347.6 211.1 209.5
Weighted average number of ordinary shares in issue (thousands) Note 12 266,548 275,761 275,761
Basic EPS (cent) – continuing operations Note 12 130.41 76.55 75.95
Basic EPS (cent) Note 12 129.21 98.40 98.39
Constant currency change – continuing operations 71.7%
Constant currency change 31.3%
G . Constant Currency Adjusted EPS
Adjusted EPS is defined as the profit after tax attributable to the equity holders of the Company, before exceptional items and intangible
asset amortisation and impairment (excluding software amortisation), net of related tax, divided by the weighted average number of
ordinary shares in issue during the year, excluding ordinary shares purchased by the Group and held as own shares (see note 23). The Group
believes that adjusted EPS provides useful information of underlying performance as it excludes exceptional items (net of related tax)
that are not related to ongoing operational performance and intangible asset amortisation, which allows for comparability of companies
that grow by acquisition to those that grow organically. Adjusted EPS has also been calculated on a continuing basis in line with the
presentation of continuing and discontinued operations in the GIS.
Adjusted EPS growth on a constant currency basis is one of the performance conditions in Glanbia’s Annual Incentive Plan and in Glanbia’s
Long-term Incentive Plan.
Reference
2023
Reported
$m
2022
Reported
$m
2022
Constant
currency
$m
Profit after tax from continuing operations G 7.1 347.6 211.1 209.5
Exceptional (gain)/charge – continuing operations GIS (49.6) 37.7 37.6
Profit after tax from continuing operations (pre-exceptional) 298.0 248.8 247.1
Amortisation and impairment of intangible assets (excluding software
amortisation) net of related tax of $7.8 million (2022: $8.4 million, 2022
constant currency: $8.5 million) – continuing operations 52.1 53.4 53.4
Adjusted net income – continuing operations 350.1 302.2 300.5
(Loss)/profit after tax from discontinued operations GIS (3.2) 60.3 61.9
Exceptional charge/(credit) – discontinued operations GIS 3.2 (60.3) (61.9)
Profit from discontinued operations (pre-exceptional) GIS – – –
Adjusted net income 350.1 302.2 300.5
Weighted average number of ordinary shares in issue (thousands) Note 12 266,548 275,761 275,761
Adjusted EPS (cent) – continuing operations 131.37 109.57 108.98
Adjusted EPS (cent) G 16 131.37 109.57 108.98
Constant currency growth – continuing operations 20.5%
Constant currency growth 20.5%
G 8. Compound annual growth rate (“CAGR”)
The compound annual growth rate is the annual growth rate over a period of years. It is calculated on the basis that each year’s growth is
compounded.
Glanbia plc | Annual Report and Financial Statements
STRATEGIC
REPORT GOVERNANCE
FINANCIAL
STATEMENTS
OTHER
INFORMATION
G 9. Financing Key Performance Indicators
G . Net debt
Net debt is calculated as current and non-current borrowings less cash and cash equivalents. Refer to note 25 of the Group financial
statements for net debt at the end of the reporting period.
G . Net debt: adjusted EBITDA
Net debt: adjusted EBITDA is calculated as net debt at the end of the period divided by adjusted EBITDA. Adjusted EBITDA is calculated
in accordance with lenders’ facility agreements definitions which adjust EBITDA for items such as exceptional items, dividends received
from related parties, acquisitions or disposals and to reverse the net impact on EBITDA as a result of adopting IFRS 16 “Leases”. Adjusted
EBITDA is a rolling 12 month measure (a period of 12 consecutive months determined on a rolling basis with a new 12 month period
beginning on the first day of each month).
Reference
2023
$m
2022
$m
Net debt Note 25 248.7 490.0
EBITDA G 4 493.4 436.8
Adjustments in line with lenders’ facility agreements 6.8 (2.7)
Adjusted EBITDA 500.2 434.1
Net debt: adjusted EBITDA Note 30(a) 0.50 times 1.13 times
G . Adjusted EBIT: adjusted net finance cost
Adjusted EBIT: adjusted net finance cost is calculated as earnings before interest and tax adjusted for the IFRS 16 “Leases” impact on
operating profit plus dividends received from related parties divided by adjusted net finance cost. Adjusted net finance cost comprises
finance costs plus borrowing costs capitalised into assets less adjustments including finance income/costs on remeasurements of call
options and contingent consideration and interest expense on lease liabilities. Adjusted EBIT and adjusted net finance cost are rolling 12
month measures (a period of 12 consecutive months determined on a rolling basis with a new 12 month period beginning on the first day of
each month).
Reference
2023
$m
2022
$m
Operating profit GIS 392.2 235.6
Exceptional (credit)/charge GIS (47.8) 51.0
Operating profit (pre-exceptional) GIS 344.4 286.6
Dividends received from related parties GSCF 32.0 15.3
IFRS 16 adjustment – interest expense on lease liabilities Note 10 (2.7) (2.7)
Adjusted EBIT 373.7 299.2
Net finance costs Note 10 12.3 14.7
Adjustments (2.5) 2.9
Adjusted net finance cost 9.8 17.6
Adjusted EBIT: adjusted net finance cost Note 30(a) 38.1 times 17.0 times
G 10. Average interest rate
The average interest rate is defined as the annualised net finance costs (excluding capitalised borrowing costs, finance income/costs on
remeasurements of call option and contingent consideration and interest expense on lease liabilities) divided by the average net debt
during the reporting period.
Glanbia plc | Annual Report and Financial Statements
Glossary of non-IFRS performance measures continued
G 11. Return on capital employed (“ROCE”)
ROCE is defined as the Group’s earnings before interest, and amortisation (net of related tax) plus the Group’s share of the results of joint
ventures after interest and tax divided by capital employed. Capital employed comprises the sum of the Group’s total assets plus cumulative
intangible asset amortisation and impairment less current liabilities and deferred tax liabilities excluding all borrowings and lease liabilities,
retirement benefit assets, cash and acquisition related contingent consideration and contract options. It is calculated by taking the
average of the relevant opening and closing balance sheet amounts. ROCE has also been calculated on a continuing basis in line with
the presentation of continuing and discontinued operations in the GIS.
ROCE is one of the performance conditions in Glanbia’s Long-term Incentive Plan. See Remuneration Committee Report on pages 126 to
149 for more information.
Reference
2023
$m
2022
$m
Operating profit (pre-exceptional) G 9.3 344.4 286.6
Tax on operating profit (48.2) (35.8)
Amortisation and impairment of intangible assets net of related tax of
$12.7m (2022: $12.2m) (pre-exceptional) 66.9 66.9
Share of results of joint ventures accounted for using the equity met
(pre-exceptional) GIS 12.5 16.3
Return – continuing operations 375.6 334.0
(Loss)/profit after tax from discontinued operations GIS (3.2) 60.3
Exceptional charge/(credit) – discontinued operations GIS 3.2 (60.3)
Profit after tax from discontinued operations (pre-exceptional) GIS – –
Return 375.6 334.0
Capital employed before adjustments (a) 3,068.2 3,188.8
Adjustment for acquisitions (b) (23.4) 52.7
Adjustment for joint venture held for sale (b) (65.4) (265.0)
Adjustment for disposal of assets held for sale (b) (9.8) –
Capital employed after adjustments 2,969.6 2,976.5
Average capital employed - continuing operations 3,079.2 3,133.3
Average capital employed 3,079.2 3,133.3
Return on capital employed – continuing operations 12.2% 10.7%
Return on capital employed 12.2% 10.7%
(a) Capital employed before adjustments
Reference
2023
$m
2022
$m
Total assets GBS 3,799.1 4,117. 2
Current liabilities GBS (880.5) (1,188.0)
Deferred tax liabilities GBS (137.9) (138.3)
Less: cash and cash equivalents GBS (413.7) (467.9)
Less: current financial liabilities (borrowings) GBS 108.9 275.4
Less: acquisition related liabilities Note 28 – 27.0
Less: short term lease liabilities GBS 20.1 19.0
Less: retirement benefit assets GBS (8.2) (3.2)
Plus: accumulated amortisation and impairment Note 16 580.4 547.6
Capital employed before adjustments 3,068.2 3,188.8
(b) Adjustment for acquisitions, joint ventures and assets held for sale
In years where the Group makes significant acquisitions or disposals, the ROCE calculation is adjusted appropriately, to ensure the
acquisition or disposal are equally time apportioned in the numerator and the denominator. For information on acquisitions and assets
held for sale, refer to notes 34 and 33 respectively.
Glanbia plc | Annual Report and Financial Statements
STRATEGIC
REPORT GOVERNANCE
FINANCIAL
STATEMENTS
OTHER
INFORMATION
G 12. Cash flow Key Performance Indicators
G . Operating cash flow
Operating cash flow is defined as EBITDA (pre-exceptional) net of business sustaining capital expenditure and working capital
movements, excluding exceptional cash flows.
Reconciliation of operating cash flow to cash generated from operating activities before exceptional items:
Reference
2023
$m
2022
$m
Cash generated from operating activities before exceptional items GSCF 491.4 413.6
Less: business sustaining capital expenditure G 20(b) (22.5) (20.4)
Non-cash items not adjusted in computing operating cash flow:
– Cost of share-based payments Note 32(a) (24.5) (19.8)
– Dierence between pension charge and cash contributions Note 32(a) 2.7 0.5
– Other items (1.2) 0.4
Operating cash flow G 13 445.9 374.3
G . Free cash flow
Free cash flow is calculated as the net cash flow in the year before the following items: strategic capital expenditure, dividends paid to
Company shareholders, loans/investments in related parties, exceptional costs paid, payment for acquisition of subsidiaries, proceeds
received on disposals, purchase of own shares under share buyback. Refer to G 12.1 and G 13 for the reconciliation of free cash flow to
GSCF.
G 13. Summary cash flow
The summary cash flow is prepared on a dierent basis to the Group statement of cash flows and as such the reconciling items
between EBITDA and net debt movement may dier from amounts presented in the Group statement of cash flows. The summary
cash flow details movements in net debt while the Group statement of cash flow details movements in cash and cash equivalents. The
reconciliations of various reconciling items in the summary cash flow to IFRS information are presented separately in G 20 for a clear
presentation of information.
Reference
2023
$m
2022
$m
EBITDA (pre-exceptional) G 4 493.4 436.8
Movement in working capital (pre-exceptional) G 20(a) (25.0) (42.1)
Business sustaining capital expenditure G 20(b) (22.5) (20.4)
Operating cash flow G 12.1 445.9 374.3
Net interest and tax paid G 20(c) (51.8) (85.7)
Dividends received from related parties GSCF 32.0 15.3
Payments of lease liabilities GSCF (19.9) (17.4)
Other outflows G 20(d) (16.4) (3.5)
Free cash flow 389.8 283.0
Strategic capital expenditure G 20(b) (51.7) (52.1)
Dividends paid to Company shareholders GSCF (97.2) (88.9)
Loans/investment in related parties G 20(e) 67.8 (19.2)
Purchase of own shares under share buyback G 20(f) (108.7) (182.8)
Exceptional cash paid G 20(g) (13.5) (22.4)
Proceeds from sale of property, plant and equipment GSCF – 3.6
Acquisitions/disposals G 20(h) 59.8 279.0
Net cash flow 246.3 200.2
Exchange translation Note 25 (5.5) (8.6)
Cash acquired on acquisition Note 25 0.5 1.0
Net debt movement 241.3 192.6
Opening net debt Note 25 (490.0) (682.6)
Closing net debt Note 25 (248.7) (490.0)
G 14. Operating cash conversion
Operating cash conversion is defined as Operating Cash Flow divided by EBITDA (pre-exceptional). Cash conversion is a measure of
the Group’s ability to convert adjusted trading profits into cash and is an important metric in the Group’s working capital management
programme. The measure is a key element of Executive Director and senior management remuneration.
Glanbia plc | Annual Report and Financial Statements
Glossary of non-IFRS performance measures continued
G 15. Eective tax rate
The eective tax rate is defined as the pre-exceptional income tax charge divided by the profit before tax less share of results of joint
ventures.
Reference
2023
$m
2022
$m
Profit before tax – continuing operations GIS 392.4 237.4
Exceptional (credit)/charge GIS (47.8) 43.7
Profit before tax (pre-exceptional) – continuing operations GIS 344.6 281.1
Less share of results of joint ventures (pre-exceptional) GIS (12.5) (16.3)
332.1 264.8
Income tax GIS 44.7 27.1
Exceptional tax credit GIS 1.8 6.0
Income tax (pre-exceptional) GIS 46.5 33.1
Eective tax rate 14.0% 12.5%
G 16. Dividend payout ratio
Dividend payout ratio is defined as the US Dollar equivalent annual dividend per ordinary share divided by the Adjusted EPS. US Dollar
equivalent dividend is based on the actual dividend recommendation/payment in Euro, retranslated to US Dollar at the average
exchange rate in the year. The dividend payout ratio provides an indication of the value returned to shareholders relative to the Group’s
total earnings.
Reference 2023 2022
Adjusted EPS G 7. 2 $ 131.37c $ 109.57c
Dividend recommended/paid per ordinary share in Euro € 35.43c € 32.21c
Equivalent US Dollar dividend translated at average rate for the year $ 38.32c $ 33.93c
Dividend payout ratio 29.2% 31.0%
G 17. Total shareholder return (“TSR”)
TSR represents the change in the capital value of a listed quoted company over a period, plus dividends reinvested, expressed as a
plus or minus percentage of the opening value. TSR is one of the performance conditions in Glanbia’s Long-term Incentive Plan. See
Remuneration Committee Report on pages 126 to 149 for more information.
G 18. Exceptional items
The definition of exceptional items and the analysis of exceptional items is disclosed in note 2 and note 6 of the Group financial
statements respectively.
G 19. Constant currency
While the Group reports its results in US Dollar, it generates a proportion of its earnings in currencies other than US Dollar, in particular
Euro. Constant currency reporting is used by the Group to eliminate the translational eect of foreign exchange on the Group’s results.
To arrive at the constant currency year-on-year change, the results for the prior year are retranslated using the average exchange rates
for the current year and compared to the current year reported numbers. The principal average exchange rates used to translate results
for 2023 and 2022 are outlined in note 2 of the Group financial statements.
Glanbia plc | Annual Report and Financial Statements
STRATEGIC
REPORT GOVERNANCE
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STATEMENTS
OTHER
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G 20. Cash flow items
This section presents reconciliations of various reconciling items in the summary cash flow (G 13) to IFRS information.
(a) Movement in working capital
Reference
2023
$m
2022
$m
Movement in working capital Note 32(b) (47.7) (60.9)
Net write down of inventories (pre-exceptional) Note 32(a) 18.4 14.3
Non-cash movement in allowance for impairment of receivables Note 32(a) (3.8) 0.4
Non-cash movement in provisions Note 32(a) 7.4 1.0
Non-cash movement on cross currency swaps Note 32(a) 0.7 2.7
Other reconciling items – 0.4
Movement in working capital (pre-exceptional) G 13 (25.0) (42.1)
(b) Capital expenditure
Business sustaining capital expenditure: the Group defines business sustaining capital expenditure as the expenditure required to
maintain/replace existing assets with a high proportion of expired useful life. This expenditure does not attract new customers or
create the capacity for a bigger business. It enables the Group to keep operating at current throughput rates but also keep pace with
regulatory and environmental changes as well as complying with new requirements from existing customers.
Strategic capital expenditure: the Group defines strategic capital expenditure as the expenditure required to facilitate growth and
generate additional returns for the Group. This is generally expansionary expenditure beyond what is necessary to maintain the Group’s
current competitive position.
Reference
2023
$m
2022
$m
Business sustaining capital expenditure G 13 (22.5) (20.4)
Strategic capital expenditure G 13 (51.7) (52.1)
Total capital expenditure (74.2) (72.5)
Reconciliation of capital expenditure to GSCF:
Reference
2023
$m
2022
$m
Purchase of property, plant and equipment GSCF (42.0) (33.4)
Purchase of intangible assets GSCF (32.2) (39.1)
Total capital expenditure per the GSCF (74.2) (72.5)
(c) Net interest and tax paid
Reference
2023
$m
2022
$m
Interest received GSCF 10.7 1.6
Interest paid (including interest expense on lease liabilities) GSCF (22.0) (24.4)
Tax paid GSCF (40.5) (62.9)
Net interest and tax paid G 13 (51.8) (85.7)
(d) Other inflows/(outflows)
Reference
2023
$m
2022
$m
Cost of share-based payments Note 32(a) 24.5 19.8
Dierence between pension charge and cash contributions Note 32(a) (2.7) (0.5)
Loss on disposal of property, plant and equipment Note 32(a) 1.2 0.4
Purchase of own shares by Employee Share (Scheme) Trust Note 23(d) (39.4) (24.6)
Proceeds from disposals/redemption of FVOCI financial assets GSCF – 0.4
Proceeds on sale of shares held by subsidiary GSCF – 1.8
Non-cash movement on disposal of leases Note 32(a) – (0.4)
Other reconciling items – (0.4)
Total other outflows G 13 (16.4) (3.5)
Glanbia plc | Annual Report and Financial Statements
G 20. Cash flow items continued
(e) Loans/investments in related parties
Reference
2023
$m
2022
$m
Loans advanced to Glanbia Cheese* GSCF (3.5) (49.5)
Proceeds on repayment of loans advanced to Glanbia Cheese
Proceeds on repayments of loans advanced to Tirlán Ltd
GSCF
GSCF
71.3
–
–
30.3
Total loans/investments in related parties G 13 67.8 (19.2)
* Comprised Glanbia Cheese Limited and Glanbia Cheese EU Limited (collectively referred to as “Glanbia Cheese”) which are now named Leprino Foods Limited and
Leprino Foods EU Limited respectively (collectively referred to as “Leprino Foods”).
(f) Purchase of own shares
Reference
2023
$m
2022
$m
Purchase of own shares under share buyback G 13 (108.7) (182.8)
Purchase of own shares by Employee Share (Scheme) Trust G 20(d) (39.4) (24.6)
Total purchase of own shares GSCF (148.1) (207.4)
(g) Exceptional cash paid
Reference
2023
$m
2022
$m
Cash outflow related to exceptional items – operating activities GSCF (11.8) (13.6)
Cash outflow related to exceptional items – investing activities GSCF (1.7) (8.8)
Total exceptional cash paid G 13 (13.5) (22.4)
(h) Acquisitions/disposals
Reference
2023
$m
2022
$m
Proceeds from disposal of Glanbia Cheese (exceptional)
Proceeds from disposal of assets and liabilities held for sale (exceptional)
Proceeds from disposal of Tirlán Ltd
GSCF
GSCF
GSCF
123.4
8.6
–
–
–
339.3
Payment for acquisition of subsidiaries GSCF (71.9) (60.3)
Payment for acquisition of NCI GSCF (0.3) –
Total acquisitions/disposals G 13 59.8 279.0
Glossary of non-IFRS performance measures continued
Glanbia plc | Annual Report and Financial Statements
STRATEGIC
REPORT GOVERNANCE
FINANCIAL
STATEMENTS
OTHER
INFORMATION
Shareholder information
Stock exchange listings
The Company’s shares are listed on the main market of the Euronext Dublin Stock Exchange as well as having a premium listing on the
main market of the London Stock Exchange.
Managing your shareholding
Computershare Investor Services (Ireland) Limited (“Computershare”) maintains the Company’s register of members. Should a
shareholder have any queries in respect of their shareholding, they should contact Computershare directly using the contact details
provided below:
Contact details:
Computershare Investor Services (Ireland) Limited, 3100 Lake Drive, Citywest Business Campus, Dublin 24, Ireland. Telephone number
01 247 5349 (within Ireland), +353 1 247 5349 (outside Ireland), or by logging on to: www.investorcentre.com/ie/contactus.
2023 2022
Share price data € €
Share price as at financial year end 14.91 11.92
Market capitalisation as at financial year end 3,952.2m 3,245.7m
Share price movements during the year:
– high 16.04 13.00
– low 11.12 9.98
The current share price of Glanbia plc ordinary shares can be accessed at: https://www.glanbia.com/investors/share-price-
information/detailed-share-price.
Shareholder analysis
Geographic Location*
Number of
shares held % of total
Institutional
Ireland 158,396,192 59.8
North America 42,822,279 16.2
EU excluding Ireland 37,981,777 14.3
UK 23,037,610 8.7
Rest of World / Other** 2,833,675 1.0
* This represents a best estimate of the number of shares held by geographic locations at 30 December 2023.
** Rest of World / Other includes shareholders outside of the European Union, North America and the UK as well as shareholders below the geographical threshold.
Ireland - .%
North America – .%
EU excluding Ireland– .%
UK - .%
Rest of World / Other - %
Share capital
The authorised share capital of the Company at 30 December 2023 was 350,000,000 ordinary shares at €0.06 each. The issued share
capital at 30 December 2023 was 265,071,533 ordinary shares of €0.06 each.
Glanbia plc | Annual Report and Financial Statements
Shareholder information continued
Substantial Shareholdings
The table below details the major shareholdings (3% or more) in the Company’s ordinary share capital that has been disclosed to the
Company at 30 December 2023 and 20 February 2024 (the latest practicable date prior to the signing of the Financial Statements) in
accordance with the requirements of Regulation 14 of the Transparency (Directive 2004/109/EC) Regulations 2007 and Rule 13 of the
Central Bank (Investment Market Conduct) Rules 2019.
Shareholder
No. of ordinary
shares as at
30 December
2023
% of issued
share capital as
at 30 December
2023
Tirlán Co-operative Society Limited 75,537,305 28.50
Franklin Mutual Advisors, LLC 10,776,688 4.07
Shareholder
No. of ordinary
shares as at
20 February
2024
% of issued
share capital as
at 20 February
2024
Tirlán Co-operative Society Limited 75,537,305 28.50
Franklin Mutual Advisors, LLC 10,776,688 4.07
Employee share schemes
The Company operates a number of employee share schemes. At 30 December 2023, 2,368,126 ordinary shares were held in employee
benefit trusts for the purpose of the Group’s employee share schemes. While any shares in the Company are held by the Trustees, the
Trustees shall refrain from exercising any voting rights which may attach to the shares save that if the beneficial interest in any share has
been vested in any beneficiary the Trustees shall seek and comply with any direction from such beneficiary as to the exercise of voting
rights attaching to such shares.
Dividend payments direct to your bank account
An interim dividend of 14.22 cent per share was paid in respect of ordinary shares on 6 October 2023.
Subject to shareholders’ approval, a final dividend of 21.21 €cent per share will be paid in respect of ordinary shares on 03 May 2024 to
shareholders on the register of members on 22 March 2024. All dividend payments will be made by direct credit transfer into a nominated
bank or financial institution. If a shareholder has not provided their account details prior to the payment of the dividend, a shareholder
will be sent the normal tax voucher advising a shareholder of the amount of their dividend and that the amount is being held because
their direct credit transfer instructions had not been received in time. A shareholder’s dividends will not accrue interest while they are
held. Payment will be transferred to a shareholder’s account as soon as possible on receipt of their direct credit transfer instructions.
Historically, dividends were paid in sterling to shareholders whose address, according to the Company’s share register, is in the UK (unless
they have elected otherwise). On 15 March 2021 this structure changed and a default currency of euro is applied to all new shareholders
who come on to the Company’s share register, regardless of their registered address. Where an existing shareholder holds shares in
certificated (i.e. paper) form and has previously received sterling because their registered address is in the UK or because they have
previously elected to receive sterling, they will continue to receive sterling unless they elect otherwise. All other shareholders will from
15 March 2021 automatically be paid in euro unless a sterling currency election is made (including those shareholders who hold their
shares in uncertificated (i.e. dematerialised) form).
Shareholders holding their shares via the central securities depository operated by Euroclear Bank or CREST will receive dividends
electronically via such systems. To avail of these facilities, shareholders should follow the applicable rules and guidelines issued by the
operators of these systems form time to time.
Irish Dividend Withholding Tax (“DWT”) must be deducted from dividends paid by an Irish resident company, unless a shareholder is entitled
to an exemption and has submitted a properly completed exemption form to the Company’s Registrar. DWT is deducted at the standard
rate of Income Tax (25%). Non-resident shareholders located in countries with a double tax treaty with Ireland and certain Irish companies,
trusts, pension schemes, investment undertakings and charities may be entitled to claim exemption from DWT. Copies of the exemption
form may be obtained from the Company’s Registrar. Shareholders should note that DWT will be deducted from dividends in cases where
a properly completed form has not been received by the market deadline for the dividend. Individuals who are resident in Ireland for tax
purposes are not entitled to an exemption. If shares are held via Euroclear Bank or CREST, the owners of the shares will need to contact the
intermediary through whom the shares are held in order to ascertain arrangements for tax relief to be applied at source.
Electronic copies of current and past annual and half-yearly reports can be downloaded from the Glanbia website. Current and historic
share prices, news, updates and presentations may also be obtained. Shareholders may also register to receive future shareholder
communications electronically.
Shareholders may visit: https://www.glanbia.com/investors/shareholder-information for up-to-date investor information.
Electronic communications
The Transparency (Directive 2004/109/EC) Regulations 2007 recognises the growing importance of electronic communications. The
Group, therefore, provides documentation and communications to all shareholders via our website unless a shareholder has specifically
elected to receive a hard copy.
Glanbia plc | Annual Report and Financial Statements
STRATEGIC
REPORT GOVERNANCE
FINANCIAL
STATEMENTS
OTHER
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Using electronic communications enables fast receipt of documents, helps the environment by significantly reducing the amount of
paper used to communicate with shareholders and reduces associated printing, mailing and distribution costs.
Shareholders who hold their shares in certificated form can also vote online for the next Annual General Meeting (“AGM”) via:
www.eproxyappointment.com. Holders of CREST Depository Interests (“CDIs”) and/or participants of Euroclear Bank SA/NV (“Euroclear
Bank”) system should refer to the voting arrangements with Euroclear Bank on page 264.
Financial calendar
Announcement of 2023 Full Year Results 28 February 2024
Ex-dividend date 21 March 2024
Record date for dividend 22 March 2024
Expected latest time for return of voting instructions by CDI holders 25 April 2024
Record date for AGM 27 April 2024
Latest time for return of voting instructions by Euroclear Bank participants 29 April 2024
Latest time for return of voting instructions by holders of certificated shares 29 April 2024
AGM 01 May 2024
Dividend payment date 03 May 2024
AGM
The AGM will be held on 01 May 2024. The notice of meeting, together with details of the business to be conducted at the meeting will be
available 20 business days before the meeting on: www.glanbia.com/agm
The voting results for the 2024 AGM, including proxy votes and votes withheld will be available on our website shortly after the meeting at
the following address: www.glanbia.com/agm
Conditions for participating in a meeting
Every shareholder, irrespective of how many Glanbia plc shares they hold, has the right to attend, speak, ask questions and vote at the
AGM. Completion of a proxy form will not aect a shareholder’s right to attend, speak, ask questions and vote at the meeting in person.
The quorum for a general meeting of the Company is constituted by two persons entitled to vote upon the business of the meeting, each
being a shareholder or a proxy or corporate representative for a shareholder.
The right to participate in the AGM is subject to the registration of the shares prior to the date of the meeting (the record date). For the
2024 AGM the record date is to be determined in accordance with sections 1087G and 1105 of the Companies Act 2014.
Appointment of proxy
Where a shareholder is unable to attend the AGM in person, a proxy (or proxies) may be appointed to attend, speak, ask questions
and vote on their behalf. For this purpose a form of proxy is posted to all shareholders. Copies of these documents may be requested
by telephoning the Company’s Registrar on 01 247 5349 (within Ireland), 00353 1 247 5349 (outside Ireland), or by logging on to www.
investorcentre.com/ie/contactus or by writing to the Group Secretary and Head of Investor Relations at Glanbia plc, Glanbia House,
Kilkenny, Ireland.
Alternatively, a shareholder may appoint a proxy electronically, by visiting: www.eproxyappointment.com and submitting their proxy
details. They will be asked to enter the Control Number, the Shareholder Reference Number (“SRN”) and PIN and agree to certain terms
and conditions. The Control Number, the SRN and the PIN can be found on the top of the form of proxy.
How to exercise shareholders’ rights
Shareholders have several ways to exercise their right to vote at the AGM:
• by attending the AGM in person;
• by submitting a validly completed proxy form appointing the chair of the meeting or another person as a proxy to vote on their behalf;
• by visiting www.eproxyappointment.com and submitting their proxy details;
• via the Broadridge global proxy voting service if you hold CDIs via CREST;
• EB Participants may send electronic voting instructions to Euroclear Bank via SWIFT or to EasyWay Corporate Actions; or
• EB Participants may send a proxy voting instruction to Euroclear Bank to appoint a third party (i.e. other than Euroclear Nominees
Limited or the chairman of the meeting) to attend and vote at the AGM.
In the case of joint holders, the vote of the senior holder who tenders a vote, whether in person or by proxy, will be accepted to the
exclusion of the votes of the other registered holder(s) and, for this purpose, seniority will be determined by the order in which the names
stand in the register of members.
The passing of resolutions at a meeting of the Company, other than special resolutions, requires a simple majority. To be passed, a
special resolution requires at least 75% of the votes cast to be in favour of the resolution.
Glanbia plc | Annual Report and Financial Statements
Shareholder information continued
Voting Arrangements with Euroclear Bank
If you hold your interests in the Company’s ordinary shares through a participant account in the Euroclear Bank System you can either send:
• electronic voting instructions to Euroclear Bank via SWIFT or to EasyWay Corporate Actions; or
• a proxy voting instruction to Euroclear Bank to appoint a third party (other than Euroclear Nominees or the chair of the AGM), subject
to any Covid-19 restrictions, to attend and vote at the AGM;
If you hold your interests in the Company’s ordinary shares as CDIs through CREST you can either send:
• electronic voting instructions to Euroclear Bank via Broadridge Financial Solutions Limited (“Broadridge”); or
• appoint a proxy via the Broadridge Global Proxy Voting service.
Persons who hold their interests in the Company’s ordinary shares as Belgian law rights through the Euroclear Bank System or as CDIs
should consult with their stockbroker or other intermediary at the earliest opportunity for further information on the processes and
timelines for submitting proxies and voting instructions for the AGM through the respective systems. For voting services oered by
custodians holding Irish corporate securities directly with Euroclear Bank, please contact your custodian.
Tabling agenda items
A shareholder, or a group of shareholders acting together, who hold at least 3% of the issued share capital of the Company, has the
right to put an item on the agenda of the AGM. In order to exercise this right, written details of the item to be included on the 2024 AGM
agenda together with a written explanation why the item is to be included on the agenda and evidence of the shareholding must be
received by the Group Secretary at Glanbia plc, Glanbia House, Kilkenny, Ireland or by email to groupsecretary@glanbia.ie no later than
20 March 2024 (i.e. 42 days before the AGM).
An item cannot be included on the AGM agenda unless it is accompanied by the written explanation and received at either of these
addresses by this deadline.
Tabling draft resolutions
A shareholder, or a group of shareholders acting together, who hold at least 3% of the issued share capital of the Company, has the right
to table a draft resolution for inclusion on the agenda of the 2024 AGM subject to any contrary provision in company law.
In order to exercise this right, the text of the draft resolution and evidence of shareholding must be received no later than 20 March 2024
(i.e. 42 days before the AGM) by post to the Group Secretary and Head of Investor Relations at Glanbia plc, Glanbia House, Kilkenny,
Ireland or by email to groupsecretary@glanbia.ie. A resolution cannot be included on the 2024 AGM agenda unless it is received at
either of these addresses by this deadline. Furthermore, shareholders are reminded that there are provisions in company law which
impose other conditions on the right of shareholders to propose resolutions at the general meeting of a company.
How to ask a question before or at the meeting
The AGM is an opportunity for shareholders to put a question to the Group Chairman during the question and answer session. Before the
2024 AGM, a shareholder may also submit a question in writing by sending a letter and evidence of shareholding at least four business
days before the 2024 AGM (i.e. 25 April 2024) to the Group Secretary and Head of Investor Relations, Glanbia plc, Glanbia House,
Kilkenny, Ireland or by email to groupsecretary@glanbia.ie.
Dividend rights
The Company may, by ordinary resolution, declare dividends in accordance with the respective rights of shareholders, but no dividend
shall exceed the amount recommended by the Directors. The Directors may also declare and pay interim dividends if it appears to them
that the interim dividends are justified by the profits of the Company available for distribution.
Distribution on winding up
If the Company shall be wound up and the assets available for distribution among shareholders shall be insucient to repay the whole
of the paid up or credited as paid up share capital, such assets shall be distributed so that, as nearly as may be, the losses shall be borne
by shareholders in proportion to the capital paid up or credited as paid up at the commencement of the winding up on the shares held
by them respectively. Further if, in a winding up, the assets available for distribution among shareholders shall be more than sucient
to repay the whole of the share capital paid up or credited as paid up at the commencement of the winding up, the excess shall be
distributed among shareholders in proportion to the capital at the commencement of the winding up paid up or credited as paid up on
the said shares held by them respectively.
Dematerialisation
Under the EU Central Securities Depositories Regulation (EU) 909/2014 (“CSDR”), there is a requirement for all securities in Irish issuers
which are admitted to trading or traded on trading venues in the European Economic Area to be represented in book-entry form by
1 January 2025. Book-entry form means an electronic record of ownership such as an entry in an electronic register, without the need
for any further document, such as a share certificate, to be issued to a shareholder to evidence share ownership. In accordance with
CSDR, from 1 January 2023, all new issues of shares in the Company must be held in book entry form, with all remaining shares to be held
in book-entry by 1 January 2025. Therefore, share certificates for shareholders who currently hold their shares in certificated form will
remain valid until 1 January 2025.
Glanbia plc | Annual Report and Financial Statements
Group Secretary and Registered Office
Group Secretary and Head of Investor Relations
Glanbia plc
Glanbia House
Kilkenny
R95 E866
Ireland
Stockbrokers
Davy Stockbrokers
49 Dawson Street
Dublin 2
Ireland
Morgan Stanley & Co International plc
20 Bank Street
Canary Wharf
Floor 08
London, E14 4AD
United Kingdom
Barclays Bank plc
1 Churchill Place
Canary Wharf
London, E14 5HP
United Kingdom
Auditor
Deloitte Ireland LLP
Deloitte & Touche House
Earlsfort Terrace
Dublin 2
Ireland
Solicitors
Arthur Cox
10 Earlsfort Terrace
Dublin 2
Ireland
Pinsent Masons
3 Colmore Circus
Birmingham B4 6BH
United Kingdom
Principal Bankers
Allied Irish Banks, plc
The Governor and Company of the Bank of Ireland
Barclays Bank Ireland plc
Danske Bank A/S, Irish Branch
Coöperatieve Rabobank U.A.
Citibank N.A., London Branch
BNP Paribas S.A, Dublin Branch
HSBC Continental Europe
Registrar
Computershare Investor Services (Ireland) Limited
3100 Lake Drive
Citywest Business Campus
Dublin 24
Ireland
Contacts
Glanbia plc | Annual Report and Financial Statements 2023
GLANBIA PLC
Glanbia House
Kilkenny
Ireland
R95 E866
Tel: +353 56 777 2200
Email: ir@glanbia.ie
WWW.GLANBIA.COM