TIDMWTB
RNS Number : 5354M
Whitbread PLC
07 May 2015
Whitbread PLC
Annual Report and Annual General Meeting
7 May 2015
The Company announces that copies of its 2014/15 Annual Report
and Accounts, Notice of Annual General Meeting and Form of Proxy,
together with letters from the Chairman relating to such documents,
have been submitted to the UK Listing Authority National Storage
Mechanism and will shortly be available for inspection at
www.Hemscott.com/nsm.do. We have also submitted the 2012/13 and
2013/14 accounts for Whitbread Group PLC, Costa Limited and Premier
Inn Hotels Limited.
The Company's Annual General Meeting will be held at Church
House Conference Centre, Dean's Yard, Westminster, London SW1P 3NZ
on Tuesday 16 June 2015 at 2.00 pm.
The above documents can also be downloaded from the Company's
website at www.whitbread.co.uk.
In accordance with the requirements of Rule 4.1 and Rule 6.3.5
of the Disclosure Rules and Transparency Rules of the UK Financial
Conduct Authority, the Appendix to this announcement contains a
description of the principal risks and uncertainties affecting the
Group and a responsibility statement.
The Company's Preliminary Results for the financial year to 26
February 2015 were announced on 28 April 2015.
Enquiries:
Catherine Lindsay, Assistant Company Secretary
Tel: 01582 889363
APPENDIX
1. Risk Management
Understanding and responding to risks in our operations means we
can make informed decisions that enhance our capacity to build
value.
Risk arises from the operations of, and strategic decisions
taken by, every business. It is not something that can be avoided
but should be harnessed in pursuit of business objectives.
We have continued to invest in our risk management capability
with the appointment of a Director of Internal Audit, leading the
implementation of a new risk management strategy and policy, which
will enhance the identification, reporting, monitoring and
management of risks at all levels within the organisation.
The Board has ultimate responsibility for risk management
throughout the Group and determines the nature and extent of the
risks Whitbread is willing to take to achieve its objectives. Risk
is managed proactively by the business unit management boards and
the Executive Committee. Certain responsibilities, such as
overseeing the systems of risk management and internal control,
have been delegated to the Audit Committee, which completes an
annual review of the effectiveness of these processes.
Both the Whitbread Hotels & Restaurants and the Costa
businesses complete an annual review of their risks to the
achievement of their strategic goals, whilst also taking into
account the key operational risks, which are updated quarterly. A
top-down risk assessment is also completed to capture the Board's
views on the principal risks facing Whitbread. Actions required to
manage these risks are monitored and reviewed on a regular
basis.
The principal risks identified, together with a summary of key
mitigations and their status are summarised below.
Principal risks
Risk Key mitigations Status
------------------------- ------------------------------------------- -------------------
Engagement and The success of our businesses Regularly
retention would not be possible without reviewed at
Failure to maintain the passion and commitment of senior management
staff engagement our teams. Team engagement is and PLC Board
and retention fundamental. We monitor this closely level.
in tightening through our annual engagement
labour market. survey 'Your Say', the results
of which are reviewed by the Executive
Committee and the Board, with
trends analysed and appropriate
actions agreed. Team turnover
is also a key component of our
WINcard and Annual Incentive Scheme.
Talent and succession planning
takes place regularly to ensure
top talent is identified and succession
plans exist for key roles. Talent
gaps are addressed through recruitment,
training and development to grow
our management capability. The
Group offers key employees appropriate
levels of reward and recognition
in order to retain them.
------------------------- ------------------------------------------- -------------------
Health and safety The safety of our guests and employees Increasing
Health and safety is of paramount importance. NSF, activity in
risk: death an independent company, carries the international
or serious injury out health and safety audits on businesses.
as a result every site and we have a programme
of Company negligence. of fire safety training for our
employees. In the last 12 months
we have reviewed the fire safety
of all hotels and completed the
resulting improvements programme.
Health and safety is a measure
on the WINcard and acts as a hurdle
for incentive payments. Regular
health and safety updates are
provided to the Executive Committee,
management boards and to the Board.
------------------------- ------------------------------------------- -------------------
Innovation and To ensure we maintain and improve Priority at
brand the strength of our brands we senior management
strength continually complete market research level.
A long-term and monitor opinion with focus
decline in the groups and net guest scores to
customer perception ensure we maintain the right levels
of our brands of investment and innovation in
would impact our customer offerings.
our ability
to grow and
achieve appropriate
levels of return.
------------------------- ------------------------------------------- -------------------
Competitive Actions to outperform the competition Priority at
supply are developed on a strategic and senior management
Increased competitive tactical basis. Significant customer level.
supply reduces research is carried out with the
returns. insight received used to develop
action plans and stimulate innovation.
Consumer trends both in the UK
and overseas are analysed and
competitor activity is monitored.
------------------------- ------------------------------------------- -------------------
Cyber and data We have a series of IT security Increased
security controls in place including network awareness
Inadequate systems and system monitoring and regular of potential
and data security penetration testing to identify attacks on
reduces the network and system vulnerabilities. customer-
effectiveness We have also significantly invested facing systems
of our systems in new skills and capability with with regular
or results in the appointment of a Chief Data senior management
a loss of data. Officer and Director of System review.
This in turn Architecture to lead our information
could result assurance strategy.
in loss of income
and/or reputational A security improvement programme
damage. has been established to address
immediate concerns and develop
a roadmap to ensure data breach
controls, procedures and accountabilities
are embedded across Whitbread.
------------------------- ------------------------------------------- -------------------
Failure of Premier We are currently upgrading the Significant
Inn reservation infrastructure and increasing investment
system the capacity, resilience and stability agreed by
System failure of the hotel booking reservation PLC Board.
results in business system. The project is being overseen
interruption, by a steering committee, resourced
process failure with experienced personnel and
and financial supported with independent third
loss. party assurance.
------------------------- ------------------------------------------- -------------------
IT infrastructure A strong IT leadership team is Significant
Ability to grow in place together with Group governance investment
is hindered structures to help prioritise, agreed by
by focus, resources coordinate and deliver our business PLC Board.
and time required plans and the IT investment in
to upgrade IT an efficient way so as to minimise
infrastructure. disruption.
------------------------- ------------------------------------------- -------------------
Property inflation We have strong site selection Investment
growing faster teams with well established and criteria reviewed
than our ability robust processes in place based during the
to increase on market and economic fundamentals, year.
RevPAR both at a macro and micro level.
Increase in These are supported by a robust
property prices, investment appraisal process to
relative to ensure we achieve good levels
RevPAR growth, of return.
makes it harder
to find hotel We have also launched our compact
locations that hotel format, 'hub by Premier
provide good Inn', focused on achieving good
levels of return returns in high property cost
for Premier locations.
Inn and achieve
our milestones.
------------------------- ------------------------------------------- -------------------
Funding The Group diversifies funding Agreed at
The availability sources, where appropriate, with PLC Board
and cost of a combination of revolving credit level.
debt finance facilities, US private placements
can influence and leases, whilst maintaining
the Group's strong relationships with banks
opportunities and institutions.
to develop its
business. To ensure Whitbread has appropriate
The Group's access to funds, it aims to maintain
ability to access its financial position and capital
funds for its structure consistent with retaining
businesses in its investment grade status. To
the longer term this end we work within a financial
may be affected framework of net debt to EBITDAR
during periods (pension and lease adjusted) of
of tight credit less than 3.5 times, which is
conditions or monitored regularly and reported
the absence to the Board.
of funds at
reasonable cost.
------------------------- ------------------------------------------- -------------------
Pensions The Company's defined benefit Triennial
Change in investment pension scheme is closed to new valuation
policy, or assumptions, members and, for future service, and recovery
leads to increased to existing members. The Pension plan agreed.
contributions Investment Committee and its advisers,
or re rating as well as the internal
of the credit pensions team, have significant
position. expertise in the area and provide
good quality oversight. The investment
strategy has been designed to
reduce volatility and risk and
hedging opportunities are utilised
as appropriate. The Finance Director
attends Pension Investment Committee
meetings.
------------------------- ------------------------------------------- -------------------
Food safety The health and wellbeing of our Increasing
and hygiene customers is fundamental to our activity in
The preparation business. We have stringent food the international
or storage of safety and sourcing policies with businesses.
food and/or traceability and testing requirements
supply chain in place in respect of meat and
failure results other products.
in food poisoning
and reputational Independent food safety audits
damage. are also completed regularly at
our hotels, restaurants and coffee
shops and the results are closely
monitored. We also invest considerable
resources in employee training
in the storage, handling and preparation
of food.
------------------------- ------------------------------------------- -------------------
2. Directors' responsibility for the consolidated financial statements
Statement of directors' responsibilities
The directors are responsible for preparing the Annual Report
and Accounts in accordance with applicable UK laws and regulations.
UK company law requires the directors to prepare financial
statements for each financial year. Under that law, the directors
have prepared the Group financial statements in accordance with
International Financial Reporting Standards (IFRSs) as adopted by
the European Union (EU) and applicable UK law. Further, they have
elected to prepare the Company financial statements in accordance
with United Kingdom Accepted Accounting Practice (UK GAAP) and
applicable UK law.
Under company law, the directors must not approve the financial
statements unless they are satisfied that they give a true and fair
view of the state of affairs of the Group and Company and of the
profit or loss of the Group for that period.
In preparing the Group financial statements, the directors are
required to:
-- select suitable accounting policies in accordance with IAS 8
Accounting Policies, changes in accounting estimates and errors,
and then apply them consistently;
-- present information, including accounting policies, in a
manner which presents relevant, reliable, comparable and
understandable information;
-- provide additional disclosures when compliance with the
specific requirements in IFRS is insufficient to enable users to
understand the impact of particular transactions, other events and
conditions on the Group's financial position and financial
performance;
-- state that the Group financial statements comply with IFRS,
subject to any material departures disclosed and explained in the
financial statements;
-- make judgements and estimates that are reasonable and
prudent; and
-- prepare the consolidated financial statements on a going
concern basis unless it is inappropriate to presume that the Group
will continue in its business.
In preparing the Company financial statements, the directors are
required to:
-- select suitable accounting policies and apply them
consistently;
-- make judgements and estimates that are reasonable and
prudent;
-- state whether applicable UK accounting standards have been
followed, subject to any material departures disclosed and
explained in the financial statements; and
-- prepare the financial statements on the going concern basis
unless it is inappropriate to presume that the Company will
continue in business.
The directors are responsible for keeping adequate accounting
records that disclose, with reasonable accuracy at any time, the
financial position of the Company and the Group and enable them to
ensure that the financial statements comply with the Companies Act
2006 and, with regard to the Group financial statements, Article 4
of the IAS Regulation. They are also responsible for the system of
internal control for safeguarding the assets of the Group and the
Company and hence for taking reasonable steps to prevent and detect
fraud and other irregularities.
The directors are responsible for preparing the strategic report
(including the corporate governance report), the directors'
remuneration report and the directors' report in accordance with
The Companies Act 2006 and applicable regulations, including the
Listing Rules and Transparency Rules.
A copy of the financial statements of the Group is posted on the
Group's website. The directors are responsible for the maintenance
and integrity of the Annual Report included on the website.
Information published on the Group's website is accessible in many
countries with different legal requirements. Legislation in the UK
governing the preparation and dissemination of financial statements
may differ from legislation in other jurisdictions.
Each of the directors, the names and functions of whom are set
out on pages 50 and 51 of the Annual Report and Accounts, confirms
that, to the best of their knowledge, they have complied with the
above requirements in preparing the financial statements in
accordance with applicable accounting standards and that the
financial statements give a true and fair view of the assets,
liabilities, financial position and result of the Group. In
addition, each of the directors confirms that the strategic report
includes a fair review of the development and performance of the
business and the position of the Group and together with a
description of the principal risks and uncertainties that it
faces.
The directors are responsible for preparing the Annual Report in
accordance with applicable law and regulations. Having taken advice
from the Audit Committee, the Board considers the Annual Report and
Accounts, taken as a whole, to be fair, balanced and understandable
and that it provides the information necessary for the shareholders
to assess the Group's and Company's performance, Business Model and
strategy.
Signed on behalf of the Board
Andy Harrison Nicholas Cadbury
Chief Executive Finance Director
27 April 2015
This information is provided by RNS
The company news service from the London Stock Exchange
END
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