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SSP Group PLC (SSPG)

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Monday 22 February, 2021

SSP Group PLC

Annual Report and Accounts and Notice of AGM

RNS Number : 9541P
SSP Group PLC
22 February 2021
 

 

 

 

 

 

 

22 February 2021

LEI: 213800QGNIWTXFMENJ24

 

SSP Group plc

(the "Company")

 

Posting of 2020 Annual Report and Accounts and Notice of Annual General Meeting

 

On 17 December 2020, the Company published its preliminary results for the year ended 30 September 2020. The Company announces that it has today posted to shareholders copies of its Annual Report and Accounts for the period ending 30 September 2020, the Notice of Annual General Meeting (the "Notice of AGM") and Form of Proxy.

Copies of the 2020 Annual Report and Accounts, the Notice of AGM and Form of Proxy have been submitted to the National Storage Mechanism and will shortly be available for inspection at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism . Copies of the 2020 Annual Report and Accounts and the Notice of AGM are also available on the Company's website at  www.foodtravelexperts.com .

Annual General Meeting

The Annual General Meeting ("AGM") of the Company will be held on 25 March 2021 at 1.30 p.m. In light of the Covid-19 pandemic and the UK Government's Stay at Home Guidance, to ensure we protect the health and safety of our shareholders, our people and Directors, the AGM will be a closed meeting, held at the Company's registered office.

Neither shareholders nor their proxies (other than the Chairman of the Meeting) will be able to attend in person and anyone attempting to do so will unfortunately have to be refused entry. The Company will arrange for the requisite quorum to be in attendance at the Company's registered offices to ensure that formalities are complied with.

As shareholders cannot attend the AGM, we strongly encourage Shareholders to appoint the Chair of the meeting as their proxy to ensure their vote is counted. Proxy appointments must be received by Computershare by no later than 1.30 p.m. (GMT) on 23 March 2021.

Despite this year's AGM format, the Company is committed to ensuring our Shareholders are able to raise questions with the Board. The Notice of AGM sets out details of how Shareholders can submit questions ahead of the AGM. Responses to questions received by 1.00 p.m. (GMT) on 22 March 2021 will be published on the Company's website as soon as practicable after that date.

Regulated Information

The information set out in the Appendix, which is extracted from the 2020 Annual Report and Accounts, is included for the purposes of complying with DTR 6.3.5 and its requirements on how to make public annual financial reports.  The information in the Appendix should be read in conjunction with the Company's preliminary results for the year ended 30 September 2020 released on 17 December 2020 which can be viewed at www.foodtravelexperts.com . Together, these constitute the material required by DTR 6.3.5 to be communicated in unedited full text through a Regulatory Information Service.

For further information contact:

 

SSP Group plc

Helen Byrne

Company Secretary & General Counsel

0207 543 3300

 

Investor and analyst enquiries

Sarah John

Director of Investor Relations

+44 (0) 203 714 5251

E-mail: [email protected]

 

 

Notes to Editor

 

About SSP

 

SSP is a leading operator of food and beverage concessions in travel locations, operating restaurants, bars, cafés, food courts, lounges and convenience stores in airports, train stations, motorway service stations and other leisure locations. Prior to the onset of Covid-19, we served around one and a half million customers every day at approximately 180 airports and 300 rail stations in 35 countries around the world and operated more than 550 international, national and local brands across our c. 2,700 units.

 

www.foodtravelexperts.com

Appendix

This material should also be read in conjunction with, and is not a substitute for reading, the full 2020 Annual Report and Accounts.

Note and page references in the text of this Appendix refer to note numbers and page numbers in the 2020 Annual Report and Accounts that can be viewed on the Company's website.

1.  Directors' Responsibility statement

 

The following responsibility statement is repeated here to comply with DTR 6.3.5.  This statement relates to, and is extracted from, page 92 of the 2020 Annual Report and Accounts. Responsibility is for the full 2020 Annual Report and Accounts, not the extracted information presented in this announcement and the full year results announcement.

 

The Directors are responsible for preparing the Annual Report and the Group and parent company financial statements in accordance with applicable law and regulations.

 

Company law requires the Directors to prepare Group and parent company financial statements for each financial year. Under that law they are required to prepare the Group financial statements in accordance with International Financial Reporting Standards as adopted by the European Union (IFRSs as adopted by the EU) and applicable law. The Directors have elected to prepare the parent company financial statements in accordance with UK accounting standards and applicable law (UK Generally Accepted Accounting Practice), including FRS 101 Reduced Disclosure Framework.

 

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 parent company, and of their profit or loss for that period. In preparing each of the Group and parent company financial statements, the Directors are required to:

 

· select suitable accounting policies and then apply them consistently;

· make judgements and estimates that are reasonable, relevant and reliable;

· state whether they have been prepared in accordance with IFRSs as adopted by the EU or applicable UK accounting standards in the case of the parent company;

· assess the Group and parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern; and

· use the going concern basis of accounting unless they either intend to liquidate the Group or the parent company, or to cease operations, or have no realistic alternative but to do so.

 

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the parent company's transactions and disclose with reasonable accuracy at any time the financial position of the parent company, and enable them to ensure that its financial statements comply with the Companies Act 2006. They are responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error, and have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Group, and to prevent and detect fraud and other irregularities.

 

Under applicable law and regulations, the Directors are also responsible for preparing a Strategic Report, Directors' Report, Directors' Remuneration Report and Corporate Governance Statement that complies with that law and those regulations.

 

The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's website. Legislation in the UK governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

 

 

 

 

 

 

Responsibility statement of the Directors in respect of the Annual Financial Report

 

We confirm that to the best of our knowledge:

· the financial statements, prepared in accordance with the applicable set of accounting standards, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company and the undertakings included in the consolidation taken as a whole; and

· the Strategic Report and the Directors' 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.

 

We consider the Annual Report and Accounts, taken as a whole, to be fair, balanced and understandable, and provides the information necessary for shareholders to assess the Company's and the Group's position and performance, business model and strategy.

 

 

Simon Smith

Chief Executive Officer

16 December 2020

 

 

 

Jonathan Davies

Chief Financial Officer

16 December 2020

 

 

 

2.  Principal Risks

The description below of the principal risks and uncertainties that the Company faces is extracted from pages 36 to 41 of the 2020 Annual Report and Accounts.

 

Risks are identified as 'principal' on the basis of their likelihood of occurrence and their potential impact on the Group. Furthermore, our strategic priorities based on our five lever framework laid out below form the basis of Group-wide risk identification, assessment and discussions:

 

Optimising our offer to benefit from the positive trends in our markets and driving profitable LFL sales;

Growing profitable new space;

Optimising gross margins and leveraging scale benefits;

Running an efficient and effective business; and 

Optimising investment using best practice and shared resource.

 

The principal risks discussed in the table below are listed in order of priority. New risks have been added to the principal risks since last year regarding liquidity and funding and the impact of Covid-19.

 

Risk increasing  Risk decreasing  No risk movement

 

 

 

Risk/Risk Priority

Risk Description

Mitigating factors

1.

Liquidity and funding

 

New Risk

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Strategic Priorities

4

Covid-19 has significantly reduced trading over an extended and uncertain timeframe. An inability to effectively respond and manage expenditure accordingly would impact the Group's ability to operate within committed credit facilities.

 

The Group is reliant on the Covid Corporate Financing Facility (CCFF), and an inability to refinance the facility or draw down further funding tranches would further impact the Group's ability to operate within committed credit facilities. The Group's senior debt facilities, which mature in July 2022, will also need refinancing or extending in due course. There is also a risk of breaching covenants on existing financing facilities unless covenant waivers are secured from lenders. If the Group is unable to agree covenant waivers there is a risk that the lenders could require repayment of their financing commitments.

SSP has implemented effective processes to minimise liquidity pressures; for example, a significant reduction in capital spend and the furlough of colleagues, as well as salary reductions have been implemented across senior management.

 

Further, the Group did not declare an interim dividend, postponed its share buyback programme and completed a new equity placing in March 2020 (as well as a small placing in June 2020 to retain some of the final 2019 dividend as cash in the business).

 

Covenant amendments have been secured as further detailed in the viability statement on pages 42-43, and in the going concern note on pages 106-107. Management will remain in close dialogue with both lenders and USPP note holders and will seek further covenant amendments should the need arise. Liquidity and covenants headroom is closely monitored and stress tested.

 

SSP has also engaged in ongoing discussions with key advisors and lenders about access to alternative sources of finance in the future should this be needed in the medium to longer term.

2.

2.

Impact of Covid-19

 

New Risk

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Strategic Priorities

4

The pandemic has had a severe effect on the travel sector, which has been effectively closed in many of SSP's markets, and there is a risk that the recovery in the travel markets may be prolonged due to ongoing restrictions for health and safety reasons and behavioral changes which might impact passenger numbers. In the Air sector most industry analysts expect that there will not be a recovery to pre-Covid levels of activity until 2023 or 2024. The principal reasons for this will be a potential loss of business travel, as companies look to restrict travelling and promote video-conferencing, which has proven effective during the pandemic, and a reduction in long haul travel, as a consequence of airline capacity reductions and safety concerns. In the Rail sector, there may also be some longer term impacts on passenger numbers as a consequence the accelerated trend towards working from home, which has proven effective for many firms and their employees, and will affect commuter travel which is important for SSP's rail operations.

 

The risks to SSP are that passenger volumes may not return to pre-Covid levels, and therefore impact sales potential, leaving some outlets and contracts operating at uneconomic levels of sales, given the fixed operational cost base. There is also a risk that there is greater pressure from clients to pay fixed minimum guaranteed rents, even at lower passenger volumes, or open more outlets at individual sites than is commercially optimal for SSP.

 

Furthermore there is a risk that some of the actions taken by SSP to trade through the pandemic, notably the organisational restructuring undertaken in many countries, may leave the business under-resourced for a recovery in demand and remove key management capabilities.

 

As a consequence of Covid-19 the Group has been required to adopt new health and safety protocols and operational standards (e.g. to meet social distancing regulations)

in order to protect its staff and customers. All of these potentially lead to higher operational costs and carry compliance risks.

 

The Group has implemented short-term cost reductions and a significant restructuring programme to reduce the cost base, while also improving short-term liquidity by the use of government support schemes, such as the UK's Coronavirus Job Retention Scheme, reduction in capex spend and negotiating rent reliefs with its clients. There has also been a reduction in product range to further reduce supply chain complexity and costs.

 

The Group CEO and CFO continue to carry out focused weekly trading reviews with country management teams. Management have also put in place rolling forecasts in place of quarterly forecasts to enable the Group to react to changes as they occur.

 

At the outset of the Covid-19 pandemic, the 

Group established a Business Continuity Committee to ensure that the Group had all the proper processes in place to mitigate the risks of a variety of Covid-19 scenarios. This was led by the Group HR Director with input from our internal auditor's risk/crisis team.

 

Group HR has led a comprehensive review of government guidelines on health and safety and social distancing procedures to ensure customer and employee safety can be ensured as offices and units start to reopen

3.

Business environment and geopolitical uncertainty

 

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Strategic Priorities

1, 2

The Group operates in the travel environment where external factors such as the general economic and geopolitical climate, levels of disposable income, weather, changing demographics and travel patterns could all impact both passenger numbers and consumer spending. There is a risk that the Group is unable, or poorly placed, to respond to these external events.

 

The travel environment is vulnerable to acts of terrorism or war, an outbreak of pandemic disease, or a major and extreme weather event or natural disaster which could reduce the number of passengers in travel locations. Tourism and business travel have been materially impacted by Covid-19 resulting in a direct business impact due to the downturn in the global economy while also increasing the risk of economic downturn in the global economy. The crisis will be more acute in countries with a high level of debt and dependency on tourism, e.g. Greece and Spain, and the timeline to recovery in the travel sector is uncertain.

 

Further, Covid-19 has exacerbated risk to airline stability, which had previously been increasing, e.g. the failure of Jet Airways and impact of Boeing Max 737 grounding.

 

Increased protectionist trade policy and tariffs could result in cost inflation, particularly in the US. Public concern over climate change may impact air travel, either directly or through government policies.

 

The Group monitors the performance of individual business units and markets regularly. The Executive Directors review detailed weekly and monthly information covering a range of KPIs, and monitor progress on key strategic projects with local senior management. Specific short- and medium-term actions are taken to address any trading performance issues which are monitored on an ongoing basis.

 

There has been greater focus on business continuity planning and recovery. The Business Continuity plan has been tested during this current crisis with staff working from home and has proved to be effective.

The Group has been conducting research to understand changing requirements of customers in light of the pandemic to better tailor our offer to their needs.

4.

Retention of existing contracts

 

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Strategic Priorities

1, 2

The Group's operations are dependent on the terms of airport and railway station concession agreements. Growth (and maintenance of market share) is dependent on the Group's ability to retain existing concession contracts and win new contracts from either new or existing clients.

 

Covid-19 has resulted in a reduction in tenders, thus reducing this risk in the short term. However, rent relief negotiations may result in friction, especially for reliefs sought beyond the near term. Unsuccessful rent relief negotiations may force the Group to exit units that are no longer viable.

 

Moreover, as trading recovers from Covid-19 impact, there may be tensions over the timing of reinstatement of suspended capital expenditure programmes given the ongoing pandemic and unit closures.

 

Resource reductions made in response to Covid-19 may result in reduced operational standards, impacting relationships with clients and franchise partners in the medium term.

The Group's local management structures in all its major geographies allow it to maintain strong relationships with its clients and to monitor performance in close partnership with its clients' management teams.

 

Further, the Group has an established contact strategy with key clients to establish and/or maintain ongoing relationships. These are discussed between Group and local management on a regular basis.

 

Management has actively engaged with clients on a reopening programme to ensure that units can be reopened profitably.

The Group conducts regular online and interview-based client surveys to ensure any concerns are being addressed.

5.

Impact of Brexit

 

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Strategic Priorities

1, 3

Brexit may have an adverse impact on the wider economic environment in the UK and across the EU, resulting in weaker consumer spending in the travel food and beverage markets. It would also impact the travel sector directly if any restrictions in the freedom of industrial air travel between the UK and EU countries come into force.

 

The potential depreciation of the pound could lead to cost inflation pressures, particularly in the food commodity markets.

 

Potential restrictions on mobility of EU nationals post-Brexit may limit the availability of labour resource in the UK in the long term.

 

These risks may be compounded in the case of

a 'no deal' Brexit which could further reduce the attractiveness of the UK for investment.

The Group carefully monitors the ongoing negotiations of the UK's exit from the EU through its Brexit risk mitigation committee.

 

The Group maintains a global portfolio and regularly monitors the impact of foreign exchange fluctuations on its cash flows, mitigating the impact from foreign exchange risk.

 

The Group's pricing and range initiatives are driven by continuous monitoring of consumer spending benchmarks.

 

Various gross margin initiatives, including recipe re-engineering and procurement rationalisation continue to be pursued, to mitigate the impact of cost inflation.

 

The Group continues to develop its UK recruitment strategy to ensure SSP is positioned as an attractive employer in the UK during the store reopening programme. There is also an ongoing focus on labour flexibility and productivity to improve retention rates post Brexit. An increased focus on technology initiatives during the Covid-19 recovery stage will help reduce demand for labour as units open.

6.

Senior Management capability and retention

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Strategic priorities

4

The performance of the Group depends on its ability to attract, motivate and retain key employees. The skills developed in our business are highly attractive to other companies, which regularly target our staff for recruitment.

 

Given the impact of Covid-19 and the increasing risk over staff retention, particularly for senior employees with transferable skills, insufficient senior capability risk has increased over the prior year. Additionally, there continues to be a risk that the Group may not have sufficient resources in various functions including in legal, finance and IT, to meet the changing and complex needs of an international business as it adapts and recovers from the impact of Covid-19.

 

It may also be difficult to attract senior employees as the travel food sector will be considered riskier in the short to medium term.

 

The Remuneration Committee reviewed the remuneration for senior management in light of Covid-19 with the aim of ensuring that the reward offer is designed to attract, retain and motivate the key personnel required to run the Group effectively. In light of Covid-19 and the resulting increased recruitment and retention risk, the Group has developed revised incentive schemes for senior management, e.g. a revised LTIP structure.

 

The Group also continues to review key roles and succession plans at a country and at a Group level. The Group carries out an annual talent mapping exercise to identify candidates for future roles and continues to invest in additional resources to support change initiatives and career development programmes.

7.

Regulatory Compliance

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Strategic Priorities

1, 2

The laws and regulations governing the Group's industry have become increasingly complex across a number of jurisdictions and a wide variety of areas, including, among others, labour, employment, immigration, security and safety, bribery and corruption, tax evasion, modern slavery, competition and antitrust, consumer protection, data protection, licensing requirements and related compliance. There is a risk that the Group fails to comply with such laws and regulations.

 

The UK Corporate Governance Code 2018, certain amendments to the Companies Act and IFRS 16 are applicable to SSP's current financial year. These new requirements create a disclosure and reporting risk in the financial statements as well as reputational risk if the new rules are not properly implemented.

 

Covid-19 has resulted in an additional compliance burden due to the increased health and safety protocols to be observed for colleagues and customers, use of government support programmes (e.g. furlough schemes) and an increased focus on good governance.

 

Reduced staffing and employees being placed on furlough, and an increase in reliance on external advisors, has also led to an increased compliance risk, slightly offset by the extension of compliance deadlines

The Group has procedures and processes in place to ensure compliance with local laws and regulations. The Group may obtain external advice to supplement the in-house legal and compliance team.

 

The Group has a number of key compliance policies (e.g. Anti-Bribery and Anti-Corruption) for which training has been rolled out internationally. This is continually being reviewed and updated to improve controls and monitoring. The Group's procedures under its compliance policies include regular reporting by the businesses to the Risk Committee and regular monitoring by internal audit. All alleged breaches of the Group's policies are investigated.

 

GDPR compliance is determined and managed locally but is overseen by a steering committee, comprising leadership from Group HR, Group IT, Commercial and Legal. The Group's Global Privacy development programme is temporarily on hold in light of Covid-19, however, with advice from its external advisors, the Group has adopted a short-term simplified controls programme for FY 2021.

 

Related to IFRS 16, a new software solution has been implemented to ensure correct computation of the impact on the financial statements. Increased frequency of reviews from country CFOs have ensured that risks related to completeness and accuracy of the numbers is mitigated.

 

Following the onset of the Covid-19 pandemic, the Group's internal, legal and finance teams (supported by the Business Continuity Committee) have worked closely with the local business teams to assess the risk of non-compliance with laws and contracts arising from the crisis and to advise on mitigating actions (including operational protocols to safeguard our various stakeholders).

 

8.

Food safety and product compliance

     

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Strategic Priorities

1, 2

Food safety and integrity are vital for our business. The preparation of food and maintenance of the Group's supply chain require a base level of hygiene, temperature maintenance and traceability. Non-compliance with food safety laws or failure to effectively respond to a food safety incident, can expose the Group to significant reputational damage as well as possible food safety liability claims, financial penalties and other issues.

 

Proper management of allergens remain in the industry spotlight. From October 2021, foods that are pre-packaged for direct sale in the United Kingdom will need to have a label with a full ingredients list with allergenic ingredients emphasised within it (commonly referred to as 'Natasha's Law').

 

An increase in NGO activism and UK public awareness has seen increased pressure to reduce the use of plastics in the food and beverage (F&B) industry. Network Rail has stated that F&B units must be plastic-free at their sites by 2020. Switching to non-plastic alternative materials could have significant cost impact on the business. There is also the risk of additional levies being imposed by the government on the use of plastic.

The Group has implemented a global safety management programme, setting minimum standards of health and safety, fire safety and food safety across all its operations and requiring periodic reporting

of performance and incident statistics. Within this management programme are food safety standards which include processes to monitor the supply chain and to manage allergens. All SSP country operations are required to report on all food safety incidents (including allergens) on a periodic basis to the Risk Committee, which reports on global safety performance to the Audit Committee every six months.

 

SSP UK & Ireland currently controls allergen management within the supply chain, supported by staff training and unit audits. All operational staff undertake allergen training as part of mandatory training upon commencement of employment in unit. All units are subject to an unannounced 'Safe and Legal' audit by the Health and Safety team on a 12-monthly cycle. Full technical guidance and clarity of scope of Natasha's Law is expected to be provided by the Food Standards Agency. The UK allergens working group set up last year is currently checking which products are in scope, and sourcing an IT platform to support allergen data and labelling.

 

Ongoing reviews of operations are being carried out in the UK to determine plastic-free feasibility and opportunities.

 

9.

Labour laws and unionisation

 

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Strategic priorities

4

Approximately half of the Group's employees are subject to collective bargaining agreements. These are principally in France, Germany, Spain, Denmark, Finland, Norway, Sweden and the United States.

 

The Group is also subject to minimum wage requirements and mandatory healthcare subsidisation in some of the jurisdictions in which it operates, notably North America, the United Kingdom and China. Furthermore, in the US, costs have continued to increase due to the Fair Labor Standards Act ('FLSA') as well as the immigration policy which has had an adverse impact on the supply of labour. There is a risk that the Group is unable to offset the cost impact of the above on its overall labour costs.

 

There is also a risk that governments will seek further employee protections as a result of Covid-19, which could negatively impact the Group's base costs.

The Group works proactively with all of its unions to ensure that the various collective bargaining agreements are appropriate for the Group and therefore minimise commercial risks.

 

The Group is continually reviewing the impact of changes in remuneration structures in developing mitigating strategies across the Group. The reviews include the ongoing impact of the National Living Wage and the Apprenticeship Levy in the United Kingdom, and the impact of healthcare legislation and FLSA in the United States.

 

The Group's strategic plan in response to Covid-19 includes initiatives to improve labour efficiency and profitable reopening of units with continued focus on roll-out of technology solutions to such as self order Kiosks and order at table to reduce costs.

 

Owing to the job losses due to Covid-19, there might be increased labour supply in the short to medium term which may mitigate some of the risk of the ongoing labour inflation.

 

10.

Information security and stability

 

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Strategic Priorities

4, 5

There is a risk that the Group becomes exposed to information security, cyber threats, e.g. threats detailed in the Payment Card Industry Data Security Standards (PCIDSS) as well as ransomware attacks, particularly in light of increased homeworking of its head office staff.

 

The Group has commenced a major programme to implement SAP Inventory and Finance systems which can risk significant operational disruption. There is a risk that the speed of implementation is negatively impacted by the Covid-19 recovery process.

 

As the Group adapts to the post Covid-19 way of doing business, there is likely to be an increased focus on technology solutions and there is a risk that the Group is unable to make the right investment of time, capital and resource into such programmes.

 

Reduction in resource as part of Covid-19 response may generally increase pressure on IT teams.

The Group has developed extensive IT disaster recovery and information security policies and practices, to ensure that these meet the changing landscape. These are regularly discussed and reviewed by the Risk and Audit Committees as well as the Board.

 

The Group's new Security operation centre became operational in September 2020 (as part of the Company's Cyber Security Programme). This will help to reduce time to detect and respond to incidents (spam, malware attacks, phishing emails, etc.). Additional layers of protection to prevent ransomware impacting critical files on servers have been added. The Group has also rolled out cyber security training across the business to reinforce data protection responsibilities and cyber risks.

 

The Group's segmental business model and IT systems structure help to ensure that potential cyber attacks are likely to remain isolated locally rather than impact the entire Group.

 

A clear governance and management structure has been set up for the SAP project implementation including the engagement of a SAP preferred partner for the roll-out which has significant experience of implementing SAP at large companies.

 

In light of the increased working from home by head office colleagues, the Group has increased the roll-out of the new modern workplace technology to improve security of our laptops across the business (e.g. multi-factor authentication, encryption of all data on hard disks, etc.).

 

11.

Benefits realisation from efficiency programmes

 

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Strategic Priorities

3, 4, 5

The Group is continuously seeking new programmes to improve efficiency. There is a risk that these programmes may be difficult to implement due to complexity, and furthermore that they could fail to deliver the desired benefits, e.g. labour efficiency and minimising waste and loss.

 

The impact of Covid-19 restructuring has been significant and may lead to loss of momentum on technology enhancements and capital investment that are required for sustainable growth. This may be compounded by the loss of resource in areas such as commercial, waste and loss, procurement and labour management.

The Group's strategic plan in response to Covid-19 is being implemented with focus on guiding the business strategy through the Covid-19 period to ensure evaluation of the overall cost structure. This includes various initiatives such as simplification of product offering and profitable reopening of units.

 

The Group has completed a detailed evaluation, planning and partial implementation of its major change programmes, and adapts and responds to feedback on an ongoing basis.

 

To aid these programmes, the Group continues to utilise specialist expertise in the business where required, both at a Group and at a country level.

 

Group IT also provides support for project management and implementation, using agreed standard business processes  and controls.

 

12.

Changing client behaviours

 

  

 

 

 

 

 

 

 

 

 

 

 

 

Strategic Priorities

1, 2

Changing client requirements, such as splitting tenders across two or more providers, seeking new income streams through pouring rights agreements, partnering with operators in joint ventures, developing third party purchasing models and favouring franchise and local brand operators or partnering directly with brand owners or increased health and safety monitoring requirements, may adversely affect the Group's business and /or profit margins.

 

Furthermore, new tender processes can be more complex and demand increased rents. However, Covid-19 is expected to result in a reduction in new tenders and increased flexibility as clients aim to get through the downturn.

 

The Group has in place a clear 'SSP Value Proposition' that it presents to the client to address this risk.

 

Senior Group commercial management works closely with country management teams to enhance and clarify the Group's proposition to its clients. There is greater focus on developing internal concepts to reduce complexity and costs.

 

The Group's contact strategy with key stakeholders and clients helps to mitigate this risk. This is informed by its annual client survey, which is carried out by an independent party.

13.

Outsourcing programmes

 

  

 

 

 

 

 

 

 

 

 

 

 

 

 

Strategic Priorities

5

The Group may fail to execute outsourcing projects effectively, resulting in business as usual being disrupted and the introduction of new third party risks.

 

Furthermore, any benefits expected from the outsourcing programme may not be realised.

 

Staff turnover at outsourcing partners may be impacted by Covid-19.

The Group continues to utilise specialist resources in the business to manage implementation and transition projects, and it continues to use external advisors to provide input into the management of risks in such projects.

 

The Group has temporarily scaled down some outsourced resources to match reduction in business operations in light of Covid-19. This process has been well managed.

 

There are also monthly and quarterly reviews with outsourcing partners focusing on efficiency and costs to ensure shared services are being appropriately managed. Performance feedback is reported to the Executive Committee and the Risk Committee on a regular basis.

 

14.

Tax strategy

 

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Strategic Priorities

1, 2

The Group may suffer reputational damage if customers, clients and/or suppliers believe that

the Group is engaged in aggressive or abusive

tax avoidance.

 

There is a risk that the Group may not be tax compliant due to complicated local tax laws across different geographical territories. Covid-19 support schemes (e.g. furlough) have further increased the tax compliance burden.

 

There is an increased focus on tax governance from the tax authorities, including the integration of systems with tax authorities. There continues to be more investment from OECD into Base Erosion and Profit Shifting (BEPS) related initiatives. There is a risk that there could be wholesale changes to how taxation systems work based on the data gathered in the future. This is also driving digitisation resulting in a cost and complexity impact.

 

The Group has a tax management policy which is based on the Board's guidance to adopt a low-risk tax strategy.

 

The Group also regularly reviews its tax priorities and has done so in light of the Covid-19 pandemic (for example, the Eat Out to Help Out scheme was successfully rolled out at short notice). There is also increased oversight and monitoring of key tax issues within divisions by the Group tax team.

 

Increased disclosure of tax policy and tax payments in Group financial documents.

15.

Maintenance/

Development of brand portfolio

 

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Strategic Priorities

1, 2

The Group's success is largely dependent upon its ability to maintain its portfolio of proprietary brands and the brands of its franchisors, as well as the appeal of those brands to clients and customers.

 

The loss of any significant partner brands, the inability to  obtain rights to new brands over time or the diminution in appeal of partner brands or the Group's proprietary brands, could impair the Group's ability to compete effectively in tender processes and ultimately have a material adverse effect on the Group's business.

 

The risk has reduced over the prior year as, in light of Covid-19, there have been no significant new brand openings during the year. In the short term the need for new brands has reduced due to the economic disruption caused by Covid-19. There is however, a risk that some of our brand partners may fail during the ongoing pandemic resulting in adverse financial and reputational consequences for the Group.

In light of Covid-19, to provide greater support to the regions, the top 10 franchise brand negotiations are being handled by the Group centrally. There are also ongoing negotiations with franchise brand partners to obtain better terms, which have been accelerated due to the need to respond to Covid-19.

 

The Group continues to work closely with its partner brands, particularly in light of Covid-19, to maximise the roll-out of operational efficiencies to ensure units are opening profitably despite lower passenger numbers.

 

The Group will continue to carry out customer research into passengers' needs as necessary to ensure its brands and concepts have the right offer in the post-Covid-19 world.

 

Finally, the Group continuously looks to strengthen the depth and breadth of its brand partners as well as to reform and strengthen its own proprietary brands.

 

16.

Expansion into new markets

 

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Strategic Priorities

1, 2

Historically, the Group's strategy has involved expanding its business in developing markets. The political, economic and legal systems and conditions in these markets are less predictable than in countries with more developed institutional structures, subjecting the Group to additional commercial, reputational, legal and compliance risks.

 

However, this risk has reduced due to the ongoing impact of Covid-19 as entering new markets in the short to medium term is unlikely. However, Covid-19 may extend the time period over which new businesses can reach profitability after the initial set-up.

The Group has strong management teams in developing markets where this risk exists. In addition, the Group adopts a joint venture model in certain new territories to provide access to existing local infrastructure and expertise, as well as to help mitigate the risk inherent on entering new territories.

 

The Group has clearly defined authorisation procedures for all contract investments, to ensure that they are consistent with the objectives set by the Board and that they fully consider and evaluate the risks inherent in expansion into new locations and territories. The Group works with in-house and external advisors to ensure the risks of doing business in developing markets are identified and where possible, mitigated before entering those markets. This includes appropriate due diligence of potential joint venture and other local partners.

 

The Group legal team works closely with country legal and operational teams to support business development activities and to ensure compliance with local requirements.

 

The risk of working in developing markets is also monitored by the Risk Committee, Group Investment Committee and the Audit Committee.

 

 

3.  Related Parties

The following is extracted from note 31 to the Group's consolidated financial statements (on page 147). 

 

Related party relationships exist with the Group's subsidiaries, associates (note 15), key management personnel, pension schemes (note 23) and employee benefit trust (note 25).

 

Subsidiaries

Transactions between the Company and its subsidiaries, and transactions between subsidiaries, have been eliminated on consolidation and are not disclosed in this note. Where the Group does not own 100% of its subsidiary, significant transactions with the other investors in the non-wholly owned subsidiary ('investor'), other than those listed in note 25, are disclosed within this note (in the table below). Sales and purchases with related parties are made at normal market prices.

 

Associates

Significant transactions with associated undertakings during the year, other than those included in note 15, are included in the table below.

 

 

 

 

 

 

Related party transactions

 

2020

£m

2019

£m

Purchases from related parties1

(1.7)

(3.0)

Management fee income

2.2

2.6

Other income

1.1

1.6

Other expenses2

(11.2)

(14.2)

Amounts owed by related parties at the end of the year

3.6

10.1

Amounts owed to related parties at the end of the year

(6.1)

-

Operating lease commitments

-

(18.5)

1 The majority of purchases from related parties relates to purchases from The Minor Food Group PCL (£0.9m; 2019: £0.9m) which owns 51% of Select Service Partner Co. Limited.

2 The majority of other expenses relate to £11.2m rent from Midway Partnership LLC (2019: £8.9m concession fees with various parties).

 

Bank guarantees

 

The Group has provided a number of guarantees to third parties and has given guarantees to partners of consolidated non-wholly owned subsidiaries in respect of obligations of its non-wholly owned subsidiaries, relating to, for example, concession agreements, franchise agreements and financing facilities. In addition, certain subsidiaries benefit from guarantees provided by the Group's non-controlling interest partners to similar third parties (in respect of obligations of the subsidiaries). These guarantees are consistent with those provided in the normal course of business in respect of the Group's wholly owned subsidiaries. At 30 September 2020 the value of these guarantees was £119.0m. The Group does not expect these guarantees to be called on and as such no liability has been recognised in the financial statements.

 

Remuneration of key management personnel

 

The remuneration of key management personnel of the Group is set out below in aggregate for each of the categories specified in IAS 24 'Related Party Disclosures'. The Group considers key management personnel to be the Chief Executive Officer, Chief Financial Officer, Non- Executive Directors and the Group Executive Committee.

 

 

2020

£m

2019£m

Short-term employee benefits

(5.0)

(6.5)

Post-employment benefits

(0.6)

(0.4)

Share-based payments

(0.8)

(1.5)

 

(6.4)

(8.4)

 

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