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1、Adam and Eve Albert Albion Alexander Pope Alexandra Alma Alphabet Angel and Greyhound Bear Bear Inn Beaufort Bell Bell Hotel Betjeman Arms Bickley Bishop Blue Boar Boathouse Brewers Inn Bridge Hotel Britannia Brook Green Hotel Buckingham Arms Builders Arms Bull Bull and Gate Bulls Head Bunch of Grap
2、es Candlemaker Canonbury Carnarvon Arms Castle Chelsea Ram Chequers Cherry Tree City Gate Clarence Clockhouse Coach and Horses Coat and Badge Coborn Cock Tavern Coopers Arms County Arms Cow Crooked Billet Crown Crown and Anchor Crown Hotel Curtains Up Cutty Sark Defectors Weld Depot Devonshire Dial
3、Arch Dirty Dicks Dog and Fox Dolphin Double Locks Duchess of Kent Duke of Cambridge Duke of Clarence Duke of Wellington Duke on the Green Dukes Head Dunstan House Inn Eagle Elgin Fellow Fentiman Arms Finchs Fire Stables Flask Foley Founders Arms Fox and Anchor Grange Green Man Greyhound Grocer Grove
4、 Guard House Guinea Half Moon Halfway House Hammersmith Ram Hand and Spear Hand in Hand Hare and Hounds Highbury Vaults Hollywood Arms Home Cottage Hope and Anchor Horts John Salt Kings Arms Kings Head Kings Head Lamb Lamb Tavern Lass ORichmond Hill Leather Bottle Leman Street Tavern Lion and Unicor
5、n Lock Keeper Lockhouse Lord Palmerston Manor Arms Marlborough Marquess of Anglesey Mitre Morpeth Arms Mulberry Bush Narrowboat Naturalist New Inn Nightingale Nine Elms Tavern Northcote Old Brewery Old Manor Old Shades Old Ship One Tun Orange Tree Owl and Pussycat Oyster Shed Park Hotel Paternoster
6、Penny Black Phoenix Plantation Plough Porchester Prince Albert Prince Alfred Princess of Wales Queen Adelaide Queens Red Barn Red Lion Richard the First Riverside Riverstation Roebuck Rose and Crown Seagate Hotel Shaftesbury Ship Smiths of Smithfield Spotted Horse Spread Eagle Spring Grove Station H
7、otel Station Tavern Surprise Swan Theodore BullfrogTrafalgar Arms Trinity Arms Victoria Village Inn Waterfront Waterside Waverley Weyside Wheatsheaf White Bear White Cross White Hart White Horse Windmill Wood House Woolpack Worplesdon Place Abercorn Arms Angel Bells Black Cat Black Lion Boisdales Br
8、istol Ram Calthorpe Arms Castle Clapham North Crane Dog&Bull Falkland Arms Fountain Inn Fox and Hounds Gardeners Grand Junction Arms Grapes Grey Horse Greyhound Grove House Heartbreakers Hope Horse Pond Inn Jolly Gardeners Lord Nelson Lord Wargrave Malt Shovel Marquess Tavern New Inn OConnors Old Ho
9、use Old Inn Old Sergeant Peoples Park Tavern Pig and Whistle Plough Inn Prince William Henry Queens Arms Railway Bell Railway Telegraph Rattlebone Inn Red Cow Rising Sun Riverside Inn Robin Hood Rope Walk Rose&Crown Royal George Royal Oak Ship Ship Inn Spread Eagle Square Tavern Surprise Sussex Brew
10、ery Swan Inn Thatched House Three Lords Two Doves Unicorn Hotel Waggon&Horses Watermans Arms White HartAdam and Eve Albert Albion Alexander Pope Alexandra Alma Alphabet Angel and Greyhound Bear Bear Inn Beaufort Bell Bell Hotel Betjeman Arms Bickley Bishop Blue Boar Boathouse Brewers Inn Bridge Hote
11、l Britannia Brook Green Hotel Buckingham Arms Builders Arms Bull Bull and Gate Bulls Head Bunch of Grapes Candlemaker Canonbury Carnarvon Arms Castle Chelsea Ram Chequers Cherry Tree City Gate Clarence Clockhouse Coach and Horses Coat and Badge Coborn Cock Tavern Coopers Arms County Arms Cow Crooked
12、 Billet Crown Crown and Anchor Crown Hotel Curtains Up Cutty Sark Defectors Weld Depot Devonshire Dial Arch Dirty Dicks Dog and Fox Dolphin Double Locks Duchess of Kent Duke of Cambridge Duke of Clarence Duke of Wellington Duke on the Green Dukes Head Dunstan House Inn Eagle Elgin Fellow Fentiman Ar
13、ms Finchs Fire Stables Flask Foley Founders Arms Fox and Anchor Grange Green Man Greyhound Grocer Grove Guard House Guinea Half Moon Halfway House Hammersmith Ram Hand and Spear Hand in Hand Hare and Hounds Highbury Vaults Hollywood Arms Home Cottage Hope and Anchor Horts John Salt Kings Arms Kings
14、Head Kings Head Lamb Lamb Tavern Lass ORichmond Hill Leather Bottle Leman Street Tavern Lion and Unicorn Lock Keeper Lockhouse Lord Palmerston Manor Arms Marlborough Marquess of Anglesey Mitre Morpeth Arms Mulberry Bush Narrowboat Naturalist New Inn Nightingale Nine Elms Tavern Northcote Old Brewery
15、 Old Manor Old Shades Old Ship One Tun Orange Tree Owl and Pussycat Oyster Shed Park Hotel Paternoster Penny Black Phoenix Plantation Plough Porchester Prince Albert Prince Alfred Princess of Wales Queen Adelaide Queens Red Barn Red Lion Richard the First Riverside Riverstation Roebuck Rose and Crow
16、n Seagate Hotel Shaftesbury Ship Smiths of Smithfield Spotted Horse Spread Eagle Spring Grove Station Hotel Station Tavern Surprise Swan Theodore BullfrogTrafalgar Arms Trinity Arms Victoria Village Inn Waterfront Waterside Waverley Weyside Wheatsheaf White Bear White Cross White Hart White Horse Wi
17、ndmill Wood House Woolpack Worplesdon Place Abercorn Arms Angel Bells Black Cat Black Lion Boisdales Bristol Ram Calthorpe Arms Castle Clapham North Crane Dog&Bull Falkland Arms Fountain Inn Fox and Hounds Gardeners Grand Junction Arms Grapes Grey Horse Greyhound Grove House Heartbreakers Hope Horse
18、 Pond Inn Jolly Gardeners Lord Nelson Lord Wargrave Malt Shovel Marquess Tavern New Inn OConnors Old House Old Inn Old Sergeant Peoples Park Tavern Pig and Whistle Plough Inn Prince William Henry Queens Arms Railway Bell Railway Telegraph Rattlebone Inn Red Cow Rising Sun Riverside Inn Robin Hood Ro
19、pe Walk Rose&Crown Royal George Royal Oak Ship Ship Inn Spread Eagle Square Tavern Surprise Sussex Brewery Swan Inn Thatched House Three Lords Two Doves Unicorn Hotel Waggon&Horses Watermans Arms White HartA N N U A L R E P O R TFOR THE 52 WEEKS ENDED 1 APRIL 2019STRATEGIC REPORTChairmans statement
20、3Our strategy and business model 4Chief executives review 5How we performed 7Principal risks and uncertainties 8Business and financial review 10Corporate social responsibility 18DIRECTORS REPORTOur board 20Other disclosures 22Preparation and disclaimer 23Corporate governance report 24FINANCIAL STATE
21、MENTSIndependent auditors report 39Group income statement 44Group statement of comprehensive income 45Balance sheets 46Statements of cash flow 47Group statement of changes in equity 48Parent company statement of changes in equity 49Notes to the financial statements 50Five year review 80SHAREHOLDER I
22、NFORMATIONNotice of meeting 81Explanatory notes to the notice of meeting 85Pubs and hotels(map)86Senior personnel,committees,advisers and others 88Shareholder information 88ContentsView our Annual Report 2019 on our website:www.youngs.co.uk/investorsYOUNG&CO.S BREWERY,P.L.C.ANNUAL REPORT 20191 2019
23、2018%m m CHANGERevenue 303.7 279.3+8.7Adjusted operating profit(1)48.5 46.9+3.4Operating profit 44.6 43.5+2.5Adjusted profit before tax(1)43.4 41.0+5.9Profit before tax 39.5 37.6+5.1Net cash generated from operations 69.2 61.4+12.7Adjusted basic earnings per share(1)72.13p 67.74p+6.5Basic earnings p
24、er share 64.36p 61.60p+4.5Dividend per share 20.78p 19.61p+6.0(interim and recommended final)Net assets per share(2)12.12 11.24+7.8All of the results above are from continuing operations.(1)Reference to an“adjusted”item means that item has been adjusted to exclude exceptional items(see notes 9 and 1
25、0).(2)Net assets per share are the groups net assets divided by the shares in issue at the period end.In this report,unless the context otherwise requires,reference to“the company”or to“Youngs”is to Young&Co.s Brewery,P.L.C.,and reference to the“group”is to the group of companies of which Youngs is
26、the parent company.Financial highlightsStrategic report Directors report Financial statements Shareholder information2YOUNG&CO.S BREWERY,P.L.C.ANNUAL REPORT 20193In total,group revenue was up 8.7%to 303.7 million,underpinned by our strong managed house like-for-like sales growth of 5.1%.Our well-inv
27、ested and premium managed houses were well placed to capitalise on the key trading periods of the year.The Ram Pub Company has also had a highly successful year,with like-for-like sales growth of 5.0%.The ongoing margin pressures facing the industry are well documented and we are not immune to these
28、;however,our strong EBITDA margin performance of 24.0%remains one of the highest in the sector.The year saw us achieve record adjusted EBITDA of 72.8 million(2018:68.7 million),an increase of 6.0%.Adjusted basic earnings per share increased by 6.5%and at the year-end stood at 72.13 pence per share;o
29、n an unadjusted basis,basic earnings per share were at 64.36 pence per share.A core characteristic of Youngs success in recent years has been the consistent investment for future growth through a combination of acquisitions and investment in our estate which is made possible by our strong cash gener
30、ation.In the year,we invested a total of 67.1 million;this included the acquisition of the 15 Redcomb pubs,as well as two further standalone managed pubs.With one eye on our future pipeline we also acquired the Peoples Park Tavern(Hackney),a tied freehold pub now within our tenanted estate,and the f
31、reehold of a Lloyds Bank site in Farnham.Following another year of increased investment,encouragingly the business remains conservatively financed with net debt of 163.6 million(2018:140.5 million),being 2.2 times adjusted EBITDA(2018:2.0 times).We have made two improvements to our financing arrange
32、ments.First,we used the 25 million accordion within our revolving credit facility,extending our long-term borrowing capacity to 200 million.Secondly,following the end of the financial year,we secured additional long-term debt financing through a private placement;this will see us raise 35 million in
33、 July 2019 at a fixed interest rate of 3.30%for 20 years.This secured financing provides us with additional financial headroom at enhanced long-term rates and allows us to refinance part of the groups bank debt whilst continuing to invest in the business and make further acquisitions.Brexit-related
34、uncertainty and the current impasse in Parliament continues to remain an issue for the entire economy,although we are yet to see any material impact on our business.Longer term,we believe that whatever the outcome of Brexit,London,home to the majority of our pubs,will continue to thrive as a major c
35、osmopolitan city.We have a proven and winning strategy of maintaining and operating a differentiated,premium and well-invested pub estate,focussed on London and Southern England.Hospitality is at the heart of our economy and we continue to believe in the individuality and the power of each Youngs pu
36、b,often at the heart of their communities.Our record level of adjusted EBITDA is testament to this proven formula of owning and managing pubs that our customers continue to frequent and enjoy.Elsewhere we continue to invest in our people and technology,recognising how integral they are to our long-t
37、erm success.On the back of another good set of results,the board is delighted to recommend our 22nd consecutive annual dividend increase,this time by 6.0%again,to 10.81 pence.If approved by shareholders,this will result in a total dividend for the year of 20.78 pence(2018:19.61 pence)and it is expec
38、ted to be paid on 11 July 2019 to shareholders on the register at the close of business on 7 June 2019.Finally,following an extensive search,we are delighted that Mike Owen will be joining the Youngs team as Chief Financial Officer in September.With over 10 years experience in the drinks and pub sec
39、tor,Mike comes with an intimate knowledge of the industry and will bring a fresh perspective to the finance function.I would like to take this opportunity to thank Steve Robinson for his contribution to Youngs over the past 9 years,and more recently Daniel Quint for the dedication he has shown in hi
40、s role as interim CFO.We wish them both well for the future.Stephen GoodyearChairman22 May 2019Chairmans statementStrategic report Directors report Financial statements Shareholder informationIt has been another highly successful period of trading which included the fantastic early summer weather an
41、d was capped off with Youngs making its most significant acquisition since 2010,with the purchase of the Redcomb group and its 15 pubs in January 2019.Stephen Goodyear,Chairman22nd67.1millioninvested+8.7%Revenueconsecutive increase of dividend4We run a predominantly freehold estate and we intend to
42、keep it that way.We believe freehold assets give us greater control and opportunities within our business,whether this is,for example,insulating us against potential rent increases or providing us with greater freedom to do up and improve our pubs.A predominantly freehold backed estate also enables
43、us to negotiate better terms with lenders,whilst allowing us to also benefit from increases in property values.Risk linkWithin our managed segment,we operate differentiated,premium,mostly drink-led pubs in London and Southern England.Our locations are mainly in areas that have a high proportion of a
44、ffluent and discerning customers derived through a mixture of residential,leisure and work where our premium product offerings is greater suited.Risk linkOur revenue mix is 66.4%drink,29.0%food and 4.6%accommodation.Although food is an important part of our offer,we run pubs,not restaurants,which ca
45、n be more labour intensive.Our drink-led offer is supported by our locations which are often within walking distances of public transport links.Risk linkWe also run a small quality tenanted estate which extends our reach into other geographical areas.Our tenanted estate allows us to work in partners
46、hip with engaging entrepreneurs to run sustainable businesses.Tenanted pubs are less labour intensive than managed houses,increase our buying power with suppliers and are cash generative.They also allow us to acquire freehold pubs with tenants in situ that we can service through our tenanted operati
47、on and,when the time is right for both parties,transfer these pubs into our managed estate.Risk linkWe use the combined buying power of our managed and tenanted estates to source the best products for the best prices from a small number of suppliers we buy predominately British produce,supporting th
48、e local communities we operate in.Although the suppliers we use stretch across the estate,our general managers are given the freedom and flexibility within guidelines to run the pubs to best fit and contribute to the communities in which they reside.This individuality is supported by the uniqueness
49、of the pub designs which dont follow a particular format or concept but have a welcoming,cosy theme to offer our customers that home-away-from-home feel.Risk linkWe look to grow through a combination of investing in our existing pub estate,opportunity-led acquisitions and our people.Each year,on ave
50、rage,we reinvest about two thirds of the cash we generate.Much goes back into our existing estate in the form of transformational developments and maintenance to the high standard our customers expect.In carrying out developments,we look to improve current trading area efficiencies and increase each
51、 pubs trading space;the latter can see upper parts converted into accommodation,function rooms and roof top bars;basements become cocktail bars and outdoor spaces turned into beautiful gardens with Burger Shacks.Risk linkWe also invest in hand-picked acquisitions,based in locations where we feel our
52、 style of operation will thrive,as well as benefitting the surrounding area.All acquisitions have to pass our strict internal investment criteria.Through our experience and expertise,we assess what we believe an acquisition can realistically achieve;what it may currently be doing is often less relev
53、ant.Risk link We believe in investing in our people,nurturing our own talent,so they are able to continue to grow our businesses by surprising and delighting our customers.Our individually-tailored development programmes allow people at every level in our business to explore opportunities and we enc
54、ourage the entrepreneurial spirit that has ensured our place as industry leaders.Entrepreneurs can be a rare commodity in the hospitality industry and getting the right fit for both parties can be a challenge as well as time consuming and expensive.Promoting our internally-developed talent pool ther
55、efore ensures our future leaders know who we are and what we stand for,giving us and our teams a head start in growing our business and increasing our productivity.Risk linkOur strategy and business model 9 6 1 6 2 9 1 5 510 8 6 1 1110 911 9Our Strategy How we growOur Business Model How we create va
56、lue The risk links reference to Principal risks and uncertainties on pages 8 and 9.YOUNG&CO.S BREWERY,P.L.C.ANNUAL REPORT 20195Chief executives reviewOur riverside locations,beautiful gardens and growing number of roof terraces meant the business was well placed to take advantage of the fabulous sum
57、mer weather and the performance of the England football team at the FIFA World Cup.The Christmas trading period was also very strong,with Youngs pubs packed full of seasonal cheer and merriment.Total revenue was up 8.7%to 303.7 million,yet again underpinned by our managed house like-for-like perform
58、ance,enhanced by complementary,eye-catching acquisitions.Through strong conversion,profit before tax was up 5.1%to 39.5 million or up 5.9%to 43.4 million once adjusted for exceptional items.Group operating margins of 16.0%were maintained once again at a high level for the industry,albeit slightly lo
59、wer than last year(2018:16.8%).This reflects a significant amount of investment over the past 18 months for long-term growth,both in our existing estate and acquisitions,including the recently added Redcomb pubs,as well as the external cost pressures facing the industry.Established,expanding and con
60、sistentThe main driver of the group performance was our managed house division,which now makes up 95.6%of turnover,where like-for-like sales in the period were up 5.1%.This represents the eighth consecutive year of increases over 4.2%and is a great indicator of our strength and resilience over a sus
61、tained period of time.Our strong results are a testament to the quality of our incredible people who bring our premium pubs to life and demonstrate that our strategy continues to deliver.In January we acquired 15 pubs through our purchase of the Redcomb pub group.They complement the existing Youngs
62、managed house estate both in and around London,as well as build on a growing presence in the South West.Each of the pubs has a premium offering and distinct personality that differentiates it in its local market.All with individual qualities,the pubs possess tremendous opportunities for future growt
63、h through expanding the trading space,improved operational excellence and by introducing the unique Youngs style.We acquired three more pubs during the year.Through our ongoing partnership with Berkeley Homes we opened the Naturalist(Hackney),a long leasehold,along with two freehold purchases:the Pl
64、antation(Poole),which also contributed to our growing bedroom stock with ten bedrooms,and the Peoples Park Tavern,which will be warehoused in the Ram Pub Company and in the future provides a fantastic opportunity for a managed pub.Following these investments,our total pub count at the end of the yea
65、r stood at 269,split with 199 of those as managed houses and the remaining 70 operating under the Ram Pub Company.At the same time,we have increased our managed room stock by 88,or 15.2%,to 668 rooms.Within the existing estate,we have also made significant investment.The two hotels acquired at the e
66、nd of the last financial year,the Park(Teddington)and the Bridge(Chertsey),have both recently completed transformational refurbishments to their pub offer,bringing them in line with the Youngs standard.We also started on site at Patrick Dardis,Chief ExecutiveI am delighted to announce another strong
67、 set of results,driven by our well-invested,premium managed house estate that continues to operate at the highest standards in the industry.+5.1%43.4 million269Like-for-like revenueAdjusted profit before tax pubsStrategic report Directors report Financial statements Shareholder information6the Dog&F
68、ox(Wimbledon Village)where work has begun on adding 11 new hotel rooms and a dedicated function space,and close to my heart,in March we re-opened the Hand in Hand(Wimbledon Village),the pub where I pulled my first pint.Amongst many others,these great projects will make significant contributions in t
69、he year ahead.Strong performance in a challenging environment The current economic and political climate remains a challenge,and with each year the costs to our business increase;I am delighted,despite this,that the Youngs team has delivered these results.Total adjusted operating profits are at a re
70、cord high of 48.5 million,up by 3.4%,with an operating margin for the year of 16.0%.In the last year our managed and tenanted businesses both performed strongly and we have once again delivered results at the forefront of the industry.In our pubs it is our general managers and their teams who delive
71、r premium value for our customers.They are some of the very best people in the industry and really understand how to run differentiated pubs within a supportive framework.Forever the face of our business,we are constantly looking to increase the amount of time they spend coaching their teams and foc
72、ussing on our customers.Managers in offices dont grow profitable sales;its managers interacting with customers,working on the atmosphere and the quality of our offer,ensuring we deliver outstanding service who do.Investment in technology To match the investment in our pubs we are continually upgradi
73、ng our technology to improve our offer and productivity.Following last years successful roll out of our new till software across the estate,we have gained a greater understanding of what our customers want.We have re-launched our app,“Youngs On Tap”,which included new bar tab features to add to the
74、experience of a Youngs pub.Online,our websites play an important role in the customer journey and we have made significant developments enhancing their functionality and improving the interaction with our customers.We have seen an increase in organic traffic,reached new customers and improved bookin
75、g conversions through the new concierge style events functionality.We will continue to evolve our digital offer to ensure we are serving our customers most effectively.OutlookWe have welcomed a warm Easter and Varsity Boat Race,both falling in April this year,as we were up against a very positive st
76、art to last year when temperatures during April and the early May Bank Holiday reached 30 degrees.For the last thirteen weeks our total sales were up 9.4%,and like-for-like sales were up 2.6%reflecting the tough comparatives.The two new hotels added last year,the Park and the Bridge,are open and tra
77、ding strongly following their recent investment.We will be investing in a number of the newly acquired Redcomb pubs over the course of the year,although the focus for now is on ensuring a smooth operational transition.Since the year-end we have opened the Depot(Kidbrooke Village)which is a roaring s
78、uccess with the locals,another pub as part of our successful partnership with Berkeley Homes.In April,we transferred the New Inn(Ealing)from the Ram Pub Company into the managed house division;the true benefit of this will come later in the year following a planned refurbishment.Looking ahead,the am
79、azing weather throughout the summer of 2018 and Englands World Cup success sets a high benchmark.It has been a busy period of acquisitions and investment in our estate,and we are excited about the opportunities to unlock that potential.Patrick DardisChief Executive22 May 2019Chief executives reviewC
80、ontinuedYOUNG&CO.S BREWERY,P.L.C.ANNUAL REPORT 20197We measure the development,performance and position of our business against a number of key indicators.The reference to an“adjusted”item means that item has been adjusted to exclude exceptional items.These alternative performance measures have been
81、 provided to help investors assess the groups underlying performance.Adjusted profit before tax m This is our profit before tax on continuing operations only,adjusted to exclude any exceptional items for the group.(See notes 9 and 10).15202530354045Adjusted earnings per share(pence)This is our adjus
82、ted profit before tax,but after tax has been deducted,divided by the weighted average number of ordinary shares in issue.(See notes 9 and 15).Like-for-like revenue%This is our revenue growth for this period compared with the previous period for our managed pubs and hotels that traded throughout both
83、 periods.Revenue m This is our total group revenue,including both managed and tenanted businesses.2017012346520182019201720022024026028030032020182019Like-for-like RevPAR This is our like-for-like revenue per available bedroom;it is the average room rate achieved multiplied by the occupancy percenta
84、ge.20175658606264666820182019Adjusted EBITDA m This is our earnings before interest,taxes,depreciation and amortisation adjusted to exclude any exceptional items for the group.(See notes 9 and 10).Interest cover(times)This is our adjusted operating profit divided by our finance costs.45678910Gearing
85、%This is our net debt divided by our net assets(expressed as a percentage).Recycling(tonnes)This is the amount of waste we recycleand divert from landfill.020103040506264666870747241.067.7425.625.768.766.563.1560.864.743.48.49.772.1327.672.866.394.25.140.48.466.43303.7279.3268.94,0005,0006,0007,0008
86、,0007,4036,8306,768How we performedStrategic report Directors report Financial statements Shareholder information201720172018201820192019201720172018201820192019201720172018201820192019626466687074728Our pubs and hotels are mainly spread throughout London and Southern England,with the majority insid
87、e the M25.Through them,we provide a hospitable and welcoming home from home,often at the heart of the local community.They benefit from customer-focussed designs,high service standards,quality food and market-leading drinks(including non-alcoholic options),all of which matter to the discerning consu
88、mer.By having a mix of excellent riverside,garden and city pubs and hotels,we seek to address the impact of seasonality and changes in consumers spending habits.The defined benefit scheme was closed to new entrants in 2003 and we make additional contributions over and above regular service contribut
89、ions to help address any funding deficit.We also maintain a close dialogue with the schemes trustee.To limit further the potential exposure,future service benefits accruing to remaining active members were reduced from April 2016,with member contributions being increased in tandem.Fixed-price arrang
90、ements are in place with some of our food and drink suppliers.Regarding utilities,we continually look at ways of reducing our levels of consumption;we also regularly review our energy needs and price changes in the market,and,where appropriate,we make forward purchases.Increased wages may result in
91、consumers having greater capacity to absorb increased prices,but any shortfall will need to be mitigated through greater labour and other efficiency gains.As regards rates,we retain the services of specialist rating consultants who review each and every rating assessment.Appeals are lodged on our be
92、half where the new assessments are deemed excessive.The groups debt profile is long-dated,facilities are committed and debt is carefully managed within financial covenants.A mix of debt at fixed and variable interest rates is also maintained,with interest rate swaps used to assist in managing this e
93、xposure.A reduction in our revenue could lead to lower profits.The introduction of new taxes and/or increases in the rates of existing taxes will result in lower profits.A reduction in our revenue and/or an increase in our costs will have an impact on our margins and could result in lower profits.Ou
94、r ability to trade as a going concern depends on us generating sufficient cash to meet these repayments.5.Our financial structure involves bank borrowings and,from 2 July 2019,senior secured notes due 2039.The business therefore needs to generate sufficient cash to repay these debts with accrued int
95、erest.Interest rates are also subject to change.See also 11 below.RISK/UNCERTAINTYCONSUMER-RELATEDFINANCIALPOTENTIAL IMPACTCHANGE IN RISK/UNCERTAINTYMITIGATIONThe principal risks and uncertainties facing the group are listed below.It is not an exhaustive list of all significant risks and uncertainti
96、es;some may currently be unknown and others currently regarded as immaterial could turn out to be material.Further information on the groups financial risk management objectives and policies are set out in note 22 starting on page 68.Principal risks and uncertainties2.Various factors may result in t
97、he amount we pay for our key supplies(including food,drink,gas and electricity)and labour being increased.Following on from the Governments introduction of the National Living Wage,the hourly rate was increased to 8.21(from 7.83)with effect from 1 April 2019,with annual stepped increases,announced e
98、ach year,to follow.Increased costs could potentially make our offer less attractive to consumers if they are passed on.See also 11 below.3.The pub industry is subject to a variety of taxes,including business taxes,duty on alcoholic drinks and business rates.4.We operate a defined benefit pension sch
99、eme,the Young&Co.s Brewery,P.L.C.Pension Scheme,that has to be funded to meet agreed benefit payments.The value of the scheme can be impacted by a variety of factors,including changes in life expectancy assumptions,lower than anticipated performances of the stock market and reduced bond yields.We al
100、so operate two defined contribution pension schemes that require minimum levels of contribution from the company set by the Government.1.Our revenue is largely dependent on consumer spending within our managed estate.A consumers decision to spend their money can be affected by a broad range of matte
101、rs(including confidence in the economy,the weather,fears of terrorist activity and greater awareness of the potential adverse health consequences associated with alcohol),all set against a background of an ever-increasing choice of where to go and what to do.Variations in the difference in value bet
102、ween the assets of the defined benefit scheme and its liabilities may increase the amount we are required to pay into it in order to account for past service benefit deficits and future service benefit accruals.An increase in our contribution levels to the defined contribution schemes will result in
103、 lower profits.YOUNG&CO.S BREWERY,P.L.C.ANNUAL REPORT 20199We carefully monitor legislative developments,and our training programmes,policies,processes and audits are designed to promote and achieve compliance with our obligations.Health and safety audits are undertaken by a third party who also wor
104、ks with us to ensure changes in health and safety practices and procedures are incorporated into our business and reviewed on a regular basis.Insurance cover to help with any financial compensation that may be payable as a result of an accident or incident has been taken out.We are a UK business wit
105、h a predominantly UK supplier base and fixed price arrangements in place across many of those relationships.We are also an employer of choice with a strong track record of retaining talent.Having gained employer provider status,we are an official training provider for apprentices,thus allowing us to
106、 develop our own talent pool for the future;this is expected to help mitigate staffing issues should certain of the groups EU staff(currently representing c.37%of the workforce)be forced to leave the UK post Brexit,albeit we are looking to support them to stay in the UK.See also 2 and 8 above.Firewa
107、lls and anti-virus software are installed to protect our networks.Information is routinely backed up and arrangements are in place with a third party provider to assist with data recovery.An off-site disaster recovery facility is also available should any major incident occur at Riverside House or t
108、o our systems.The IT needs of the business are regularly monitored and we invest in new technology and services as necessary.7.We,and particularly our managed estate,are reliant on information systems and technology for many aspects of our business,including communication,sales transaction recording
109、,stock management,purchasing,accounting and reporting and many of our internal controls.Information systems can be at risk of failure due to technical issues and the growing threat of cyber attack.10.We are required to meet a range of ever-increasing compliance,regulatory and health and safety oblig
110、ations in the operation of our business.11.The UKs decision to leave the European Union(“EU”)has led to a heightened degree of uncertainty.8.We are dependent on having the right people throughout our organisation:at all our pubs and hotels and also at Riverside House.See also 11 below.We look to rec
111、ruit and retain the best talent.The remuneration and reward packages we offer are competitive and designed to retain and motivate staff.We have training and development programmes in place so that our people have the right skills to perform their jobs successfully and achieve their full potential.Ha
112、ving gained“employer provider”status,which enables us to be an official training provider for apprentices,our training programme is now active and we are developing our own talent pool for the future.Food and drink is sourced from a number of suppliers.Informal arrangements are also in place such th
113、at substitute suppliers or products could be used if required.We regularly review our choice of suppliers.We have relationships with a variety of third parties to ensure,as far as possible,that we are made aware of acquisition opportunities as and when they come up.We have provided a number of agent
114、s and landlords with details of our preferred site profiles.Any failure of such systems or technology would cause some disruption,and any extended period of downtime,loss of backed up information or delay in recovering information could impact significantly on our ability to conduct business.A failu
115、re to comply with these obligations could damage our reputation,see us being fined,and,as regards health and safety,result in an accident or incident occurring involving injury,illness or even loss of life.All of these could possibly lead to a reduction in our revenue and lower growth rates.Increase
116、s in the cost of compliance will have an impact on our margins and result in lower profits.The introduction of trade barriers would make it costlier for the UK to do business with Europe and there is also a risk that it will become more difficult for UK businesses to hire from the EU.Our ability to
117、achieve our strategic and operational objectives could be affected if we are unable to attract and retain the right people with the desired skillsets.If acquisitions do not take place and/or developments do not occur when planned,or at all,our desired future growth rate will be delayed or reduced.9.
118、Part of our growth plan is based on acquiring and/or developing additional pubs and hotels/rooms.Supply disruption could affect customer satisfaction,leading to a reduction in our revenue,leading to lower profits and growth rates.6.We rely on a number of key suppliers to provide our pubs and hotels
119、with food and drink.RISK/UNCERTAINTYOPERATIONSREGULATIONBREXITPOTENTIAL IMPACTCHANGE IN RISK/UNCERTAINTYMITIGATIONDecrease No changeIncreaseKEY TO CHANGE IN THE RISK/UNCERTAINTY LEVEL FROM THE PRIOR PERIODStrategic report Directors report Financial statements Shareholder information10Managed housesF
120、or our managed houses it has been a standout year.Maintaining such high performance only gets harder with each year,but our impressive like-for-like sales growth of 5.1%(2018:4.2%)demonstrates the bedrock of consistency on which we pride ourselves.Over the last eight years our managed houses have av
121、eraged like-for-like sales growth of 5.4%.An increase in our acquisition activity in the past 18 months has helped add to our total revenue growth,and as a result total revenue for the year was up 9.0%,to 290.3 million.The exciting purchase of Redcombs 15 pubs has added prime locations with tremendo
122、us opportunities for sales growth.They have also brought further geographical diversity into the estate with two new locations in the South West.We also added the Plantation,a small hotel with 10 rooms on the south coast near Poole,Dorset.Aligned with our strategy of targeted quality acquisitions in
123、 the South of England,these pubs further extend the Youngs reach.This now takes our managed estate to 199 pubs,including 30 hotels,and is an increase of 18 pubs compared with the previous year.Continuing to drive and support the pubs and their teams to outperform the market is a relentless pursuit,b
124、ut its one that we embrace wholeheartedly.Our longstanding record of consistently raising the bar in our offer and accompanying results creates its own challenges,but our ambition and work ethic gives us that extra spring in our step to continue to excel.Revenue and profitsSales in the first half of
125、 the year were given the perfect start as our riverside locations and beautiful gardens provided ideal locations as customers looked to bask in the sunshine for the hottest British summer on record.For many,the summer of 2018 will also be fondly remembered as football fever gripped the nation,and it
126、 wasnt just Gareth Southgate who liked to enjoy a pint of Youngs Bitter,as Englands success helped boost pub footfall during the five-week tournament period.At the half year we had achieved like-for-like sales growth of 5.2%,which was maintained during the second half thanks to another exceptional C
127、hristmas season for Youngs and some welcome early spring sunshine;together,this saw us close out the year with a like-for-like sales increase of 5.1%.Through those early summer months,pubs were once again the focus for social gatherings and it was our drink sales which benefitted most.Craft lager an
128、d ale continue to grow in popularity,with craft keg ale sales increasing by 22.9%.Again,the premium choice of customers is the driving force,with the two key brands of Camden and Beavertown being the success stories,and their sales have now matched those of all cask ale.For the year,total drink sale
129、s were up 9.6%and up 6.5%on a like-for-like basis.Cask ale remains a key part of our heritage and reputation and this year we were particularly excited to work with St Austell Brewery which now sees Proper Job sit perfectly alongside our existing Youngs portfolio and our established local hero produ
130、cts.Youngs pubs offer the environment for our customers to enjoy a perfect pint of cask ale and it is important that it maintains its presence on the bar in the ever-changing pub market.To ensure the premium quality of our cask ale we closely manage our throughputs and control cellar temperatures,wh
131、ilst our Hop Masters training programme focuses on all things beer;from the history and process of brewing to the latest in beer trends.At the start of the year we launched our latest gin campaign,Spring into Gin,where the focus and innovation were on flavour,both in the gins and mixers,adding furth
132、er interest and colour.Its success alongside the popularity of the ginspired premium serve balloon glass kept the Youngs gin revolution rolling on,as sales rose by 35.2%,making it the sixth consecutive year with sales growth of over 20%.Our sales of gin are 34.5%of total spirit sales,and compared wi
133、th the market we are over-indexed,highlighting our premium standing from this resurgent product.We have also taken on a more premium position with our wine offer as training and marketing activity is aimed towards a Super 6 and Focus range as part of our partnership with Berkmann Wine Cellars.We con
134、tinue to benefit from their expertise,a wider range of new world wines and a more engaged workforce through the jointly run Grape Masters programme.Our customers have,in turn,enjoyed the journey from traditional house wines to more complex grape varieties,most recently the ros revolution.Our now est
135、ablished Cocktail Collective,which focuses on delivering a selective range of quality,perfectly served cocktails,has played a significant part in another year of outstanding cocktail growth,with sales up 32.1%(2018:46.1%).The most popular cocktail for a second successive year has been Aperol Spritz
136、which has seen a boom of 70.0%(2018:85.0%).Overall,spirit sales grew by 14.4%.We remain confident in our food strategy in what continues to be a challenging marketplace.Our expert team of executive chefs work tirelessly to ensure that British,seasonal and fresh produce are at the heart of every dish
137、 we produce.With our menus continually changing with the seasons,this year we introduced the Famous For strategy which allows each pub to find that something different that customers can associate them with.A fine example of this is the Windmill(Mayfair)with a nod to proper pub grub;its hand crafted
138、 and traditional British seasonal pies made with homemade pastry are winners Business and financial reviewYOUNG&CO.S BREWERY,P.L.C.ANNUAL REPORT 201911with its customers,and last year their venison pie came highly commended at the prestigious Annual Pie Awards finishing in the top 3 of the specialty
139、 meat class.Our five Youngs classics and the ultimate Sunday lunches remain at the core of our strategy.In total,food sales were up 6.1%,and up 1.7%on a like-for-like basis.With no Easter bank holidays falling in the financial year,this had a negative 0.6%pts impact on our like-for-like food sales;e
140、xcluding this period they were up 2.3%.Nowadays,in such a competitive market,consumers are spoilt for choice and expect a unique customer experience that sets itself apart from the crowd.A great example of this is the Devonshire(Balham),which,following on from last year,flipped more than burgers as
141、it turned the successful“Balham Peaks”on its head,as the popular pop-up became the“Balham Beach Club”during the summer months.Kitted out with sand,beach hut cabanas and deck chairs,customers enjoyed summer-themed cocktails and Aperol Spritz,alongside freshly cooked burgers straight from the Burger S
142、hack garden grill.Hotel room sales have also had another successful year,up 5.4%on a like-for-like basis.Occupancy rates were 75.5%,up by 0.8%pts on the previous year,and RevPar increased by 3.24 or 5.1%to 66.39.Total accommodation revenue has increased by a considerable 19.6%,largely driven by the
143、two hotels acquired at the end of the last financial year.Split across five new hotels,we have also added 88 rooms in the last twelve months,bringing our total room stock to 668.Another key part of our premium offer is the high standard of our hotel rooms.With designated capital investment set aside
144、 each year for an average of 5 hotels,improvements are made to meet the long term vision of our room quality.Projects focus on improving specifications to boutique standard,modernising bathrooms and installing air conditioning.This investment has gone a long way to helping support such healthy like-
145、for-like sales growth.It has been another year where we have had to combat further increases to our cost base.The well-publicised cost headwinds such as business rates,another years instalment of the national living wage and the apprenticeship levy have added significantly to our operating costs.Ove
146、r the past 18 months we have invested significantly on acquisitions,some of which are taking their time to achieve their expected returns.Despite these factors,our managed house adjusted operating profit grew by 1.3%to 61.5 million.InvestmentIn the year,we were extremely excited to acquire Redcomb P
147、ubs,the owner and operator of 15 sites in prime locations in and around London and in the South West,increasing our coastal presence and further enhancing the Youngs brand.They fit well with our strategy,which focusses on adding high quality managed houses where our premium offer will work extremely
148、 well.Elsewhere we made other major acquisitions,openings and transfers,all of which are unique in their own way yet still at the premium end of the market.The highlights include:the Naturalist,a new waterside development in the regeneration area of Woodberry Down(Hackney),and another in the list of
149、 pubs opened in partnership with Berkeley Homes;the Plantation,further increasing our hotel room stock with the addition of 10 rooms at Canford Cliffs Beach,near to the well-known Sandbanks in Poole;and the Bear,now a stunning refurbished 18th century country inn,in Cobham in the heart of Surrey,tra
150、nsferred from the Ram Pub Company late in the financial year.A common theme in all these acquisitions is their superb locations and future potential,both fundamental factors in our investment decisions.During the course of the year,including acquisitions,we invested 52.2 million in our managed estat
151、e.Significant investment was made in two of last years acquisitions,the Park and the Bridge,with the pub and dining areas at both transformed,elevating these businesses to show the best in class,premium standards of Youngs.Alongside these,we have targeted investment in our core estate,designed to up
152、date or increase trading areas with major projects undertaken at the Bull(Westfield Shepherds Bush),Cow(Westfield Stratford),Coach&Horses(Kew),Hand in Hand,Red Barn(Lingfield),Waterside(Fulham),Wheatsheaf(Borough Market)and the White Hart(Sherfield).Customer engagementTechnology is such an important
153、 part of the customer experience,from the start to the end of their interaction with the pub,and we understand how vital it is to our success.This year we have re-launched our corporate website onto an updated platform to offer customers a visually more impactful experience and a smoother customer j
154、ourney,as well as driving search optimisation.We are seeing the benefit of modernising our individual pub websites,resulting in above industry-average booking conversion rates and significant growth in online bookings across the pubs.Elsewhere we have launched our new hotel booking system,facilitati
155、ng a seamless customer journey.Its 7 stage booking process allows guests to tailor their stay to the occasion,whether it be adding a bottle of something bubbly in the room,reserving a table for dinner or arranging tickets for a local event.Now in its third year,Youngs On Tap was re-launched with a s
156、impler mobile payment process to enhance the customer journey and drive revenue.Our new bar tab functionality allows customers to create a digital tab via the app,order at the bar or to their table and invite guests to join their tab.When its time to leave,payment and bill splitting can all be done
157、through the app,giving customers flexibility while taking pressure off staff,leaving them more time to serve customers.The latest update is now able to support our centralised marketing campaigns by Strategic report Directors report Financial statements Shareholder information12Business and financia
158、l reviewContinuedYOUNG&CO.S BREWERY,P.L.C.ANNUAL REPORT 201913providing targeted treats for users with accompanying push notifications to encourage repeat visits.The customer journey wouldnt be complete without the interaction with our teams and the pubs themselves.This year we completed the roll ou
159、t of our new enhanced till system which allows for a more interactive experience for staff as well as the infrastructure that connects with multiple third party platforms,reflecting our belief that trading is only likely to become ever more reliant on technology.The Ram Pub CompanyIt has been a stro
160、ng year for the Ram Pub Company,with focus on good estate management as well as building on the opportunities that we can help to develop and support through healthy working relationships with our tenants.We sold two pubs at the tail of the estate for combined proceeds of 1.3 million:the William IV(
161、Bletchingley)and the Kings Arms(Mitcham),whilst also exiting from our lease agreement at the Queens Head(Stepney Green).In early 2019,we transferred the Bear,acquired last year,to our managed house division in order to maximise its potential further,returning it to its former glory as a fantastic,lo
162、cal village pub.Other transfer opportunities do exist within the Ram Pub Company which we will look to harvest when the time is right for both us and our tenants.As a result of the above movements,the Ram Pub Company ended the year with 70 pubs down from 74 in the previous year.Revenue and profitsIn
163、 total,revenue within the Ram Pub Company was up by 3.2%,reflective of the net reduction in pubs.On a like-for-like basis,revenue growth was up 5.0%;the highest in over a decade,with growth driven from both increased beer sales as well as the rents we receive from our tenants.Our increasing like-for
164、-like sales,improving margins and continued investment have resulted in total adjusted operating profit of 5.0 million,an increase of 0.6 million or 13.6%.Our average pub EBITDA was 96.4K(2018:80.6K)and remains one of the highest in the sector.With the good year for the Ram Pub Company,it now repres
165、ents 7.5%of adjusted operating profit at pub level whilst its share of total group revenue has fallen to 4.3%.InvestmentIn December 2018,we welcomed the Peoples Park Tavern and its tenant into the Ram Pub Company.This attractive freehold pub has an extensive garden which backs onto the edge of Victo
166、ria Park in East London and,in time,will become another exciting future managed opportunity.Within our existing estate,we follow a structured and viable investment programme to ensure that each tenanted pub is maintained at an attractive standard to appeal to customers,current tenants and future bus
167、iness partners.In the past year weve completed major developments at the Calthorpe Arms(Bloomsbury),Grand Junction Arms(Harlesden),Surprise(Lambeth),Swan Inn(Sidmouth)and the White Hart(Witley).In addition to these projects we are currently underway with the exciting development of the Ram Inn(Wands
168、worth)on the site of the old Ram Brewery,which will see this iconic pub restored back to its former glory.Completion and opening of the pub is due early in the new financial year.Tenant engagementOur tenanted model is focussed upon developing and maintaining businesses that offer a sustainable incom
169、e for individual tenants and sustainable profits for Youngs.Its a partnership built on trust and a common goal.By reflecting industry codes of practice,rents can move down as well as up.Our entrepreneurial tenants,supported by our own experienced in-house team,continue to operate bespoke offerings,t
170、ailored to attract customers in the communities they serve under the strapline“Everyones local”.Property,treasury,going concern,retirement benefits,exceptional items and taxPropertyOur balance sheet strength is underpinned by our predominately freehold estate in many highly desirable locations.222 o
171、f our total 269 pubs are freehold or long leaseholds with peppercorn rents.Our total estate is now valued at 807.0 million(2018:742.9 million).The increased value has been driven by acquisitions,major developments and improving existing pub values,especially in our London heartland,assisted by our g
172、rowing trade.Each year we undertake an exercise to revalue our pub estate to reflect current market values.Savills,an independent and leading commercial property adviser,revalued 20%of our estate,while an internal review of the remaining 80%was led by Andrew Cox,MRICS,our Director of Property and Te
173、nancies.The valuation method used a number of inputs of which the sustainable level of trade of each pub is key.In accordance with International Financial Reporting Standards,individual increases in value have been reflected in the revaluation reserve in the balance sheet(except to the extent that t
174、hey had previously been revalued downwards)and individual falls in value below depreciated cost have been accounted for through the income statement.None of these adjustments have a cash impact.The pub property market in London and the surrounding areas has remained strong throughout the period,whic
175、h,coupled with our continued trading performance,has resulted in a net upward revaluation movement of 25.2 million(2018:29.5 million).This is comprised of an upward movement of 25.3 million(2018:29.2 million)reflected in the revaluation reserve and a downward movement of 0.1 million(2018:0.3 million
176、 reversal of downward movement)recognised in the income statement under exceptional items.Strategic report Directors report Financial statements Shareholder information14TreasuryWe remain highly cash generative.Our operating cash flow was 69.2 million(2018:61.4 million)with our premium business and
177、predominantly freehold estate outperforming the market.Following the acquisition of Redcomb pubs,our total net debt has increased by 23.1 million to 163.6 million.The leverage ratio impact of the Redcomb acquisition was slightly exaggerated due to the completion date falling in the last quarter of t
178、he year.Nevertheless,our net debt to adjusted EBITDA ratio remains conservative at 2.2 times(2018:2.0 times)underpinned by our strong balance sheet,giving us opportunities to pursue our acquisition strategy.Gearing is 27.6%(2018:25.6%).During the year,we utilised the accordion mechanism in our revol
179、ving credit facility,extending it from 75 million to 100 million and thus bringing our year-end funding facilities to 200 million.Taken out in March 2018,the revolving credit facility,split evenly between HSBC and Barclays,initially ran until 2023.We extended the facility to 2024;a further one year
180、option to extend to 2025 remains.All our remaining facilities are unamended.Of our drawn debt,61.0%is on fixed interest rates.After the end of the financial year we secured additional long-term debt financing through a private placement.This will see us raise 35 million in July 2019,with Barings rec
181、eiving senior secured notes at a fixed interest rate of 3.30%for 20 years.Going concernGiven our long-term facilities,our freehold estate,significant free cash flow and the conservative financial ratios referred to above,we have prepared our 2019 financial statements on a going concern basis.Retirem
182、ent benefitsWe have a defined benefit pension scheme which has been closed to new entrants since 2003.During the course of the year our pension deficit has increased by 2.5 million to 8.6 million.Compared with last year,the rate of inflation has remained flat whilst we have continued our commitment
183、with another year of special contributions,totalling 1.2 million,and we remain fully committed to ensuring the pension scheme is adequately funded.A recent High Court judgement handed down regarding the Lloyds Banking Groups defined benefit pension scheme will affect many pension schemes in the UK,i
184、ncluding the companys scheme.The judgement concluded that schemes should be amended to ensure that members who have guaranteed minimum pensions receive the same benefits regardless of their gender.This change impacts on guaranteed minimum pension benefits accrued between 1990 and 1997.The trustee of
185、 the companys scheme is considering the impact of the judgement on scheme liabilities and individual members,and at 1 April 2019 this work is ongoing.In consultation with independent actuaries,the company has estimated that the financial effect of equalising benefits is to increase the companys acco
186、unting pension deficit in the balance sheet by 2.5 million.This is required to be accounted for as a benefit change,and a non-cash charge has been recognised as a past service cost.Exceptional ItemsDue to the size and nature of the guaranteed minimum pension charge,the 2.5 million has been presented
187、 as an exceptional item in the income Business and financial reviewContinuedYOUNG&CO.S BREWERY,P.L.C.ANNUAL REPORT 201915statement,making up the majority of the total 3.9 million of exceptional items.It was another busy year on the acquisition front and the associated costs related to business combi
188、nations were 1.2 million(2018:1.2 million).The most significant investment decision of the year was the acquisition of the Redcomb group,and there were further costs relating to the Peoples Park Tavern.The Bear was the latest pub to transfer across to the managed house division following its acquisi
189、tion in the prior year.An early termination was also agreed with the tenant of the Bayee Village(Wimbledon Village)as part of the project at the Dog&Fox.Compensation payable to terminate their lease agreements early is expensed under IFRS,with the cost in the year of 0.5 million included within exce
190、ptional items.The remaining exceptional items are a charge relating to the revaluation of the pub estate of 0.1 million,as mentioned previously,along with a profit on disposal of two tenanted pubs of 0.4 million.TaxOur corporation tax charge for the year was 8.0 million,with a fall in our effective
191、corporation tax rate for the year,adjusted for exceptional items,of 0.6%pts to 18.7%.The headline UK corporation tax rate remained at 19.0%and is set to reduce in future years to 17.0%from April 2020 impacting on deferred tax balances.The groups tax strategy has been published on the Youngs website
192、in accordance with recent UK tax law.Shareholder returnsHaving started life in 1831,Youngs is a long-standing business and we are determined to continue our long-term,sustainable growth story.We continue to deliver strong performances from our existing estate and our hand-picked developments,focussi
193、ng on both immediate and maintainable gains.Our strong and sustainable cash flows support our acquisition and development programs to maintain our pubs at the premium end of the market,maximise future returns,maintain net debt at acceptable levels and help continue our proud record of consecutive di
194、vidend increases.This year,we are pleased to recommend raising the final dividend for the 22nd consecutive year,once again by 6.0%,this time to 10.81 pence.If approved by shareholders,this will give a total dividend for the year of 20.78 pence(2018:19.61 pence),representing a real income increase fr
195、om Youngs shares.Our adjusted earnings per share now stands at 72.13 pence per share,up 6.5%.On an unadjusted basis,earnings per share rose by 4.5%to 64.36 pence.These earnings per share figures result in a healthy dividend cover of 3.5 times and 3.1 times respectively.On behalf of the boardPatrick
196、DardisChief Executive22 May 2019Strategic report Directors report Financial statements Shareholder information16Pub factsMost fish dishes sold in the year:Crown&Anchor,ChichesterOwned since inception in 1831:Spotted Horse,PutneyMost pints of Youngs Special sold in the year:Alexandra,WimbledonMost co
197、astal site:Boathouse,AppledoreYOUNG&CO.S BREWERY,P.L.C.ANNUAL REPORT 201917Strategic report Directors report Financial statements Shareholder informationMost gin-based drinks sold in the year:Ship,WandsworthMost pints of Youngs Bitter sold in the year:Lamb Tavern,City of LondonMost steak dishes sold
198、 in the year:Guinea,MayfairNew boutique bedrooms added at:Park,Teddington18Corporate social responsibilityWe are committed to investing in our people and their future.We conduct our business in a socially and environmentally responsible manner,benefiting the communities in which we work and remember
199、ing that we are custodians of a long and proud history.Our peopleWe have always believed that our team is our greatest asset and how we nurture and develop them is crucial in delivering our winning strategy.At 1 April 2019 we employed 4,874(2018:4,116)people and we see everyones well-being as vitall
200、y important for them to enjoy and continue working with us.There are so many different aspects to personal well-being;understanding this,we made it one of our key people initiatives this past year to focus on both the mental and financial elements.It is widely recognised that an important part of an
201、 individuals well-being stems from good financial health.From October 2018,we partnered with Salary Finance to offer support and advice to employees free of charge to help them live healthier,happier lives through the current and future financial decisions they make.Working with Salary Finance,we ha
202、ve also introduced a financial support programme.This aims to help our staff get out of any financial difficulties they may find themselves in by offering access to affordable loans through their salary as it is earned.Since the programmes launch,9.2%of our employees have engaged with their team,wit
203、h 2.9%of eligible employees having applied for support under the scheme offered.Mental health is now more widely talked about in public,given greater coverage in the media and has been discussed in Parliament where there are thoughts of implementing it as part of compulsory education in the UK.In re
204、cognising its importance to our own employees,our initial key initiative has been the training of mental health first aiders from within our People Team.Further mental health training has been given to our head office employees and to those in our pubs,alongside a workshop held by the License Trade
205、Charity on the support they can offer to people in need.Our Management Academy,now in its 7th cycle,is aimed at setting up our future managers for success.This year we are very proud that 50 general manager vacancies have been filled through internal candidates.Not just focussed on finding the gener
206、al managers of the future,our Management Academy has produced four graduates who have taken up roles in our support functions.The government recognised that Youngs apprenticeship scheme is an 18-month commitment focusing on progressing kitchen porters through to qualified chefs.Work is underway to e
207、xpand our suite of available apprenticeships with the addition of a course to cover front of house staff.Our communityOur pubs play an important part in the heart of their communities and we are extremely proud of the continued efforts they make in this regard.The role that our pubs take on can eith
208、er be financially through charitable contributions or the endless events they hold for members of their community.This year,in the month of October,we held a coordinated charitable fundraising effort across the company with teams from the pubs and head office holding local,individual and unique even
209、ts.Examples of fundraising events that took place came in all different shapes and sizes such as marathons,barrel rolling,a MasterChef style cook off by head office staff,and a pyjama party.Across the month events raised almost 50,000 for a host of charities that were selected in consultation with p
210、ub customers adding to the community aspect.Chosen charities ranged from larger national charities to local not-for-profit organisations closer to home such as Shepherds Bush Families,Glass Door Homeless Charity,Noahs Ark Childrens Hospice,St Georges Hospital,DT38 Foundation,Stem4 and Wimbledon Food
211、 Bank.With its success in 2018,plans are already afoot for an even bigger total in 2019.There are many stories of how our pubs help their communities.At the Red Barn(Lingfield),the pub held a local YOUNG&CO.S BREWERY,P.L.C.ANNUAL REPORT 201919farmers market charity fundraiser where people could come
212、 and showcase their local produce and crafts,with each stall donating an element of their takings.Then at the Kings Head(Winchmore Hill),our manager Gary approached St.Pauls and Highfields primary schools to see how his team could contribute to seasonal fundraising activities.As a result,they have r
213、un bars and barbecues at a number of summer fetes,with all profits going to the schools chosen charities.Lastly,Mick and Sarah at the Alexandra(Wimbledon),have for many years found ways to champion community work through the pub.Taking it upon themselves to help combat loneliness,their Meet up Monda
214、ys served up a free lunch to any customers wanting some human contact.Its success led to them receiving an invitation to Buckingham Palace on 5 June 2018.Our environmentWe continue to work hard to improve the environment in which we operate.Last year we again saw improvements to our recycling,with a
215、n increase of 9.4%to 7,403 tonnes(2018:6,768 tonnes)and proudly maintained our position of sending zero waste to landfill.We remain an active member of the Sustainable Restaurant Association and have continued,via the focus of our food strategy,to support local produce,with fresh,premium and seasona
216、l British ingredients helping reduce our carbon footprint.We supported the local and historic fishing town of Hastings with the introduction of day boat fish landed from the quay.We also began supporting food producers who sometimes are forced to send crops straight to landfill.Now,their often under
217、utilised or misshapen fruit and vegetables regularly appear in our dishes.Focussing on seasonal monthly specials we also deliver a variety of rare breed meats allowing our guests to taste and support these traditional English varieties.Finally,following last years move to biodegradable straws,we con
218、tinue to look at other ways of reducing the amount of single use plastics in our business.Recently we joined the Simply Cups scheme which provides a cost-effective method to the recycling of plastic drink glasses.Working with them we have deployed a collection service in several of our pubs where th
219、ere is a high volume of plastic usage.There are further improvements we can make to our plastic usage and we continue to review this in conjunction with our suppliers.Our 2019 Strategic Report,from pages 1 to 19,was approved by the board on 22 May 2019 and it was signed on behalf of the board by:Pat
220、rick DardisChief Executive22 May 2019Strategic report Directors report Financial statements Shareholder information20Stephen GoodyearNON-EXECUTIVE CHAIRMANCommenced roleApril 2017(appointed to the board in February 1996)Skills and experienceStephen has a considerable knowledge of,and passion for,You
221、ngs and the industry.He began his career with Courage Ltd in 1974 and joined Youngs in 1995.In 2003,he became chief executive and oversaw the sale of the Ram Brewery,the creation of the tenanted Ram Pub Company and the transformation of Youngs into a premium managed house business.The latter involve
222、d the acquisition of Geronimo Inns at the end of 2010 and the creation of a growing hotels operation.In 2016,Stephen stepped down as chief executive and became a non-executive director.In 2013,he was also the Master of the Brewers Company.Stephen is approachable,measured,calm and influential,and pro
223、vides invaluable support to the chief executive.As chairman,he is impartial and objective and encourages open and constructive debate.Patrick DardisCHIEF EXECUTIVECommenced roleJuly 2016(appointed to the board in July 2003)Skills and experienceWith over 35 years experience working in the pub and bre
224、wing industry,Patrick has extensive knowledge and experience of the sector.Before joining Youngs in 2002,he held various roles at Wolverhampton&Dudley Breweries PLC(now Marstons PLC),Guinness Brewing,Whitbread PLC and Courage Ltd.Over his time as retail director at Youngs(2003-16),he developed his l
225、eadership skills further and was instrumental in making Youngs the premium managed house operation it is today.Patrick is a council member of the British Beer and Pub Association and an executive committee member of the IFBB(see below).He understands the Youngs business inside out,is well-known and
226、very well respected both within Youngs and the industry.Patrick brings unrivalled passion,drive and commitment to the role.Other relevant external appointmentsThe Independent Family Brewers of Britain(director)Torquil Sligo-YoungINFORMATION RESOURCESCommenced roleJanuary 1997Skills and experienceTor
227、quil joined Youngs in 1985 and has held various positions in the company.With his broad experience,he has overall responsibility for the groups technological needs here,he delegates to an experienced internal team and oversees management of this area.He heads up the in-house corporate social respons
228、ibility team and is chairman of a charitable trust set up by William Allen Young,a founder of the business.These latter two positions have seen a furthering of the companys relationship with the local community and various charities.Due to his length of service and knowledge of Youngs,he is chairman
229、 of Youngs Pension Trustees Limited(see below).Torquil brings a calmness to his position and,being a member of the founding family,he helps the company keep in touch with family shareholders.Other relevant external appointmentsThe Aldenham Foundation(director)a trustee of charities engaged in second
230、ary,primary and nursery educationFriends of Holy Cross Hospital(chairman of the trustees)supports the work of the hospital.William Allen Young Charitable Trust(chairman of the trustees)Youngs Pension Trustees Limited(chairman)the trustee company that manages the Young&Co.s Brewery,P.L.C.Pension Sche
231、meWelcome to our board of directors.All of the directors served throughout the period;no other person was a director during the period apart from Steven Robinson who resigned and left the company on 11 December 2018.Directors reportFor the 52 weeks ended 1 April 2019EEASGRLNMIMPDTCTSYTDDDYOUNG&CO.S
232、BREWERY,P.L.C.ANNUAL REPORT 201921Nick MillerNON-EXECUTIVECommenced roleApril 2017Skills and experienceNick has a wealth of experience in hospitality,leisure and brewing.Most recently,he was the CEO of Meantime Brewing Company(2011-16)and before that he was the MD of Miller Brands,the UK arm of SAB
233、Miller,the multinational brewing and beverage company.Nick has an excellent reputation in the industry.He is a particularly perceptive businessman,with significant experience and demonstrable career success at both Meantime and SAB Miller.With this background,he is able and prepared to challenge the
234、 executive directors.He has brought a strong and valuable external perspective to the board.With his recent executive experience,strength of character and willingness and ability to engage,he is well placed to lead the remuneration committee.Other relevant external appointmentsHogs Back Brewery Limi
235、ted(director)a Surrey-based brewerIan McHoulNON-EXECUTIVECommenced roleJanuary 2018Skills and experienceIan is a chartered accountant and an experienced non-executive director:Premier Foods plc(2004-13),Britvic Plc(2014 to date,appointed as senior independent director in 2017),John Wood Group plc(20
236、17-18),Bellway Plc(2018 to date)and The Vitec Group plc(2019 to date,chairman designate and then chairman).Most recently,Ian was the chief financial officer of Amec Foster Wheeler plc(2008-17)(having also been the interim CEO there)and before then was involved in the brewing and licenced retail indu
237、stry in a variety of positions(1985-2008).With his considerable experience,his contribution both in and outside of board meetings is insightful.At a personal level,his ability to listen,build trust and encourage means he is able to act as a mentor to others.Other relevant external appointmentsBellwa
238、y Plc(director)a major listed UK residential property developer based in Newcastle upon Tyne.Britvic Plc(director)a major listed UK producer of soft drinks based in Hemel HempsteadThe Vitec Group plc(chairman)a leading global provider of products and solutions to the“image capture and content creati
239、on”marketTracy DoddPEOPLECommenced roleSeptember 2016Skills and experienceTracy has overall responsibility for people matters and for health and safety.She joined Youngs in January 2015;before that,during eight years at the Orchid pub group,she held a number of roles,most recently as Head of People,
240、whilst also being involved with health and safety for part of her time there.As an ex-operator,Tracy is well aware of the issues faced by a pub business,and she has the skills,knowledge and expertise to help ensure that the group has the right people and culture in place and that it operates in a sa
241、fe and healthy way.She has a clear understanding of the groups premium-led strategy and her focus is on what is required to deliver that,remaining ever mindful of the regulatory backdrop to people and health and safety matters,including equality,gender diversity and employee well-being.Tracy leads b
242、y example,is a team player,communicates well and,as one would expect of someone holding her position,is very approachable and discreet.Other relevant external appointmentsHospitality Apprenticeship Board(member)Roger LambertNON-EXECUTIVE AND SENIOR INDEPENDENTCommenced roleAugust 2008(becoming senio
243、r independent in July 2011)Skills and experienceRoger is a Partner at Peel Hunt LLP(see below)(2017 to date).He was previously Chairman of Corporate Broking at Canaccord Genuity(2010-16)and a member of the corporate finance team at J.P.Morgan Cazenove(1982-2008),most recently as a senior managing di
244、rector covering the consumer sector.He started in 1982 as an analyst covering the brewing and pubs sector before moving into corporate finance where he has advised more than 25 companies in the sector.Roger has a wealth of relevant expertise in capital markets and brewing,drinks and hospitality.He b
245、rings gravitas to the senior independent role,along with financial astuteness to his chairmanship of the audit committee and strength of personality and charisma to his non-executive position.Other relevant external appointmentsPeel Hunt LLP(partner)corporate broking,advisory and trading house focus
246、sing on mid and small-cap companiesTrish CorzineNON-EXECUTIVECommenced roleJanuary 2015Skills and experienceWith the majority of her career spent in the restaurant industry,Trish brings to the board more detailed knowledge and understanding of this part of the hospitality and leisure sector.This exp
247、erience was gained primarily at The Restaurant Group plc where she spent 20 years,nine as an executive director responsible for their concessions business.She is commercially aware and understands the inner workings and challenges of running restaurants and food operations.Committee membership Audit
248、 committee Remuneration committee Executive committee Disclosure committee Chair of committeeRDAEDARARARAStrategic report Directors report Financial statements Shareholder informationE22Directors interests in the companys share capitalSet out below are the interests in the companys share capital of
249、the directors who held office at the end of the period and of the persons closely associated with them(as defined in the Market Abuse Regulation).These interests are in addition to those shown in note 8(e)on page 58.Non-voting As at A shares sharesStephen Goodyear(i),(ii)Beneficial 1 April 2019 223,
250、189 2 April 2018 224,001 Patrick Dardis(i),(ii)Beneficial 1 April 2019 104,928 2 April 2018 82,772 Torquil Sligo-Young(i),(ii),(iii)Beneficial 1 April 2019 292,373 2 April 2018 301,980 Trustee 1 April 2019 4,154,340 649,914 2 April 2018 4,154,340 649,914Tracy Dodd(i)Beneficial 1 April 2019 7,301 2 A
251、pril 2018 2,579 Roger Lambert Beneficial 1 April 2019 5,250 5,000 2 April 2018 5,250 5,000Trish Corzine Beneficial 1 April 2019 1,000 5,000 2 April 2018 1,000 5,000Nick Miller Beneficial 1 April 2019 55,000 2 April 2018 55,000 Ian McHoul Beneficial 1 April 2019 2 April 2018 (i)Also interested in 29,
252、740(2018:7,345)A shares held in trust by RBT II Trustees Limited see note 28 on page 78.(ii)Also interested in 337,067(2018:337,067)A shares held in trust by Youngs Pension Trustees Limited see note 28 on page 78.(iii)Torquil and various members of his immediate family are discretionary beneficiarie
253、s under trusts holding 836,368(2018:836,368)of the A shares and 553,866(2018:553,866)of the non-voting shares in respect of which Torquil Sligo-Young is shown as trustee in the above table.Profit and dividendsThe profit for the period attributable to shareholders was 31.5 million.The directors recom
254、mend a final dividend for the period of 10.81 pence per share(which,subject to approval at the AGM,is expected to be paid on 11 July 2019 to shareholders on the register at the close of business on 7 June 2019).When added to the interim dividend of 9.97 pence per share paid in December 2018,this wou
255、ld produce a total dividend for the period of 20.78 pence per share.Disclosure of information to the auditor Each of the directors shown on pages 20 and 21 confirms that so far as he or she is aware,there is no information needed by the companys auditor in connection with preparing its report of whi
256、ch the companys auditor is unaware.Further,each of them confirms that he or she has taken all the steps that he or she ought to have taken as a director to make himself or herself aware of any such information and to establish that the companys auditor is aware of it.This paragraph is to be interpre
257、ted in accordance with section 418 of the Companies Act 2006.Qualifying indemnity provisions The companys articles of association contains an indemnity provision for the benefit of the directors;this provision,which is a qualifying third party indemnity provision,is in force at the date of this repo
258、rt and it applied throughout the period for the benefit of those who were then directors of the company.An additional qualifying third party indemnity provision is also in force at the date of this report;this benefits,amongst others,the executive directors and Stephen Goodyear,and relates to certai
259、n losses and liabilities which they may incur in connection with certain property-related matters.Important events since the end of the period and likely future developmentsAs permitted under section 414C(11)of the Companies Act 2006,the directors have chosen to include in the strategic report(on pa
260、ges 1 to 19)particulars of important events affecting the group which have occurred since the end of the period and an indication of likely future developments in the groups business.Donations No political donations were made.Financial instruments and related mattersIncluded in note 22,on page 68,ar
261、e the groups financial risk management objectives and policies and an indication of the groups exposure to certain risks.Directors reportContinuedYOUNG&CO.S BREWERY,P.L.C.ANNUAL REPORT 201923EmployeesConsiderable importance is placed on communications with employees and so,within the limitation of c
262、ommercial confidentiality and security,Youngs provided them with information concerning trading,development and other appropriate matters.It did this at many levels throughout the business,both formally and informally,including through management presentations and,for employees based at Riverside Ho
263、use in Wandsworth,a full-year and half-year results presentation.Where appropriate and necessary,some information had to be cascaded.The company also consulted regularly with employees and their representatives thereby enabling the board to have regard to their views when making decisions likely to
264、affect their interests;in connection with this,Youngs continued to operate an information and consultation committee with its members being drawn from departments based at Riverside House.The companys integrated appraisal and development process,designed to improve communications and the companys pe
265、rformance,remained in place,and the company continued to operate a bonus scheme for eligible employees.To encourage further involvement and interest in the groups performance,the company invited all employees of the group who had been continuously employed at and from the start of the period to join
266、 the groups savings-related share option scheme for 2018.After saving for a three-year period(through deductions from net salary),scheme members can then buy A shares in the company if they choose to do so at 1,364 pence per share,being a discount of 20%to the market price at the time the invitation
267、s were issued.Youngs maintained its policy of giving full and fair consideration to all applications for employment,including those made by disabled people,taking account of the applicants particular aptitude and ability;of seeking to continue to employ anyone who becomes disabled while employed by
268、the company and arranging training in a role appropriate to the persons changed circumstances;and of giving all employees,including disabled employees,equal opportunities for training,career development and promotion.Corporate governanceThe groups report on corporate governance is set out on pages 2
269、4 to 38.That report forms part of this report and is incorporated by reference.AIMThe companys shares are traded on AIM.There are no other exchanges or trading platforms on which the company has applied or agreed to have its shares admitted or traded.AGM Notice convening the AGM and an explanation o
270、f the resolutions being proposed are set out on pages 81 to 85.Notifications of major holdings of voting rights As at 1 April 2019 the company had been notified of the following holdings of 3%or more of the voting rights in the company:Torquil Sligo-Young 14.82%James Young 12.99%Caroline Chelton 11.
271、70%Octopus Investments Nominees Ltd 8.99%On 11 April 2019,Octopus Investments Nominees Limited notified the company that their holding had then changed to 9.01%;on 2 May 2019,it notified the company that its holding had then reverted to 8.99%;on 17 May 2019,it notified the company that its holding h
272、ad then changed to 9.09%.No other changes in the above holdings,and no other holdings of 3%or more of the voting rights in the company,had been notified to the company between 2 April 2019 and 20 May 2019,both dates inclusive.Statement of certain responsibilities in relation to the financial stateme
273、nts and otherwise For each financial period the directors are required to prepare an annual report(made up of a strategic report and a directors report)and a set of financial statements.The latter must be prepared in accordance with International Financial Reporting Standards as adopted by the Europ
274、ean Union(“IFRS”)and applicable law,and must present fairly the financial position of the group and the financial performance and cash flows of the group for the relevant period.As regards the companys financial statements(as opposed to the ones for the group),the directors have chosen to prepare th
275、em under IFRS too.In preparing the financial statements,the directors have to make judgments and accounting estimates that are reasonable and prudent,select suitable accounting policies and then apply them consistently,and information,including accounting policies,must be presented in a manner that
276、provides relevant,reliable and comparable information.There also has to be included a note that the group has complied with IFRS,subject to any material departures disclosed and explained in the financial statements.Under the Companies Act 2006,the directors are responsible for keeping accounting re
277、cords which disclose with reasonable accuracy,at any time,the financial position of the group and the company at that time and are such to enable them to ensure that the financial statements comply with that Act.The directors are also responsible for safeguarding the assets of the group and the comp
278、any and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.Preparation and disclaimerThis annual report,together with the strategic report(on pages 1 to 19)and the financial statements for the period ended 1 April 2019 have been drawn up and presente
279、d for the purpose of complying with English law.Any liability arising out of or in connection with them will also be determined in accordance with English law.By order of the boardANTHONY SCHROEDERCompany Secretary22 May 2019Canaccord Genuity Group Inc.5.55%Lindsell Train Limited 5.28%BlackRock Inve
280、stment Management(UK)Ltd 5.00%Helena Young 3.12%Strategic report Directors report Financial statements Shareholder information24As chairman,my main responsibility is the effective leadership of the board and the fostering of a good corporate governance culture.I am fortunate though to have board col
281、leagues equally persuaded of the importance of collectively defining,delivering and communicating our governance model so as to ensure that good governance standards are embraced throughout our business.This time last year,I wrote to you explaining that a new AIM rule was being introduced that would
282、 require us to formally apply a recognised corporate governance code,provide details of it on our corporate website and then explain how we comply with that code and include reasons where we have departed from it.I am pleased to confirm that last July the board chose to apply The QCA Corporate Gover
283、nance Code(2018 edition)(the“QCA Code”);this was the new and fully updated corporate governance code that the Quoted Companies Alliance had released in April.The choice of code to adopt was important to us.We wanted to be sure that we would proactively embrace whatever code we opted for and not end
284、up with a code that could stifle us and result,on a comply or explain basis,with us describing why certain requirements were not appropriate.A thorough review of the impact of the QCA Code on our corporate governance arrangements was therefore undertaken and it led us to believe that this particular
285、 code would provide us with the right governance framework:a flexible but rigorous outcome-oriented environment in which we could continue to develop our governance model to support our business.As it happened,much of what was in the QCA Code was already embedded in our governance model,our ways of
286、working and our behaviours.Our review of the QCA Codes impact did,however,highlight board performance evaluation as an area where our informal arrangements could be and should be enhanced.This is something that I,on behalf of the board,agreed to look into in conjunction with our people director,and
287、Im pleased to refer you to the Performance evaluation section on page 31 for details of the performance review carried out in the period and the areas that it was felt should be changed or could be improved.At the start of the period,the remuneration committee considered an independent report prepar
288、ed by Deloitte LLP(“Deloitte”)on the remuneration packages of the boards executive directors;the previous independent review had been carried out in 2008.The overall conclusion was that the packages at chief executive and chief financial officer level were below the market competitive range but that
289、 the packages for the two other executives were within the range.What was done as a result is detailed in the Remuneration committee section starting on page 37.In December,the board received a recommendation from the audit committee that Ernst&Young LLP(“EY”)be re-appointed as the companys statutor
290、y auditor for the financial year ending 2020;this followed a comprehensive tender process for the groups statutory audit.Further information on this is in the Audit committee section starting on page 33.As one would expect,the board has a defined strategy of how to grow our business,supported by an
291、equally clear business model of how to create long-term value for shareholders further detail on these is in the Our strategy and business model section on page 4.It is against this background,and a mission statement of“delighting our customers with stylish pubs and hotels”,that the board makes deci
292、sions and manages risk.As a board,we set clear expectations concerning the groups culture and values.By way of example,each person starting at one of our pubs receives a training journal designed to support them through their induction this not only covers our vision and values,but also explains how
293、 we go about caring for our customers,right from their decision to come to our pubs through to a goodbye at the end of their visits.This is so important if we are to develop our people to delight our customers.The learnings from this four-week induction programme then become instinctive over a membe
294、r of staffs time with us.Clear statements of behaviour are also issued by the board.An anti-bribery statement is on our corporate website and members of staff are encouraged to refer contractors and suppliers to this.We also have an anti-bribery policy.Both the statement and policy confirm that we h
295、ave a zero-tolerance stance on bribery and they repeat the boards expectation that everyone behaves at all times honestly,professionally,fairly and with integrity.The policy is circulated to everyone at Riverside House and to all pub managers;it is also printed in each pub employees contract of empl
296、oyment.Our slavery and human trafficking statement,likewise published on our corporate website,also explains to external stakeholders that we seek to conduct our business honestly and with integrity at all times and that we recognise that it is not acceptable to put profit above the welfare and well
297、-being of our employees and those working on our behalf.Steps to combat modern slavery are taken seriously,and efforts to prevent abuses are fully embedded across all departments throughout our organisation to ensure we play our part in helping to stamp out slavery and human trafficking.A whistleblo
298、wing policy is also in place:this allows staff to raise any concerns in confidence directly with the chairman of the audit committee,the company secretary or the groups internal audit manager.Experience to date suggests that this policy is effective and staff members are aware of it.We firmly believ
299、e that by encouraging the right way of thinking and behaving across all our people,our corporate governance culture is reinforced,enabling us to conduct business sustainably and responsibly,drive our premium,customer-focussed,people-led strategy and deliver value for our shareholders.Within this fra
300、mework,those managing our pubs are encouraged to be entrepreneurial,while supported by policies,processes and an extensive training program that assists in protecting the business from unnecessary risk.We accept that simply setting expectations is insufficient and so the board understands how import
301、ant it is that it leads by example:it is therefore regularly seen out and about engaging with staff,customers and others,and the executive team,in particular,communicates regularly with staff through meetings and messages and at events.Being seen isnt always good however hard it may be,sometimes jus
302、t fading into the background whilst observing and listening can be really educational.Our relatively informal approach here is supported by more formal processes we encourage customer feedback(both directly to the pubs and via online booking review platforms),have a comprehensive customer mystery di
303、ner program that sees covert guests give detailed comments about their experience and there are also staff appraisals.Together,these provide invaluable insight into how we are seen to behave and lead the board to believe that the group has a healthy corporate culture throughout the business.Further
304、details on our corporate governance arrangements(reflecting the ten broad principles in the QCA Code and their application)appear in the following pages and on our corporate website.With our change of approach to performance reviews,I now very much feel that the whole essence of the QCA Code is full
305、y reflected and observed in our business.A regular review by me with our company secretary will,however,ensure that this remains the case.To finish,I remain ever aware of the importance of ensuring that we regularly engage with you,our shareholders.On page 32 weve set out what we do in this regard;t
306、he AGM is a key part of this and I look forward to meeting with you at this years AGM in Wandsworth on Tuesday,9 July 2019.Stephen GoodyearChairman22 May 2019Stephen Goodyear,ChairmanFor information:an index setting out where to find each of the disclosures required to be published by the QCA Code a
307、ppears at the end of the corporate governance information part of the Companies Act and AIM Rules compliance page within the investors section of www.youngs.co.uk.Corporate governance reportChairmans corporate governance statementYOUNG&CO.S BREWERY,P.L.C.ANNUAL REPORT 201925Leadership Board composit
308、ionDetails of the board,including their skills and experience,appear on pages 20 and 21.The role of the board and its committeesThe boardThe board is collectively responsible for the success of the company and the business and management of the group.Its role includes:approving the groups long-term
309、objectives,commercial strategy and annual budgets;approving acquisitions and disposals;ensuring maintenance of sound management and internal control systems;and overseeing the groups operations,ensuring competent and prudent management,sound planning,adequate accounting and other records,and complia
310、nce with statutory and regulatory obligations.The board governs through its executive management and via committees,the principal ones of which are listed below.Executive committeeAudit committeeRemuneration committeeDisclosure committeeIt is responsible for the daily running of the group and the ex
311、ecution of approved policies and the business plan.It usually meets on a weekly basis,with members of staff invited to attend as appropriate.Its primary focus is on corporate reporting(from an external perspective)and on monitoring the companys internal control and risk management systems(from an in
312、ternal perspective).Further details on the committees responsibilities and activities are on pages 33 to 36.Its primary function is to determine,on behalf of the board,the remuneration packages of the executive directors.Further details on the committee and the companys reward policy are on pages 37
313、 and 38.Its primary function is to assist the company in making timely and accurate disclosure of any information required to be disclosed in order to meet legal and regulatory obligations.Chairman:Chief executiveOther members:The other executive directorsChairman:Roger LambertOther members:Stephen
314、GoodyearTrish CorzineNick MillerIan McHoulChairman:Nick MillerOther members:Roger LambertTrish CorzineChairman:Chief financial officerOther members:The other executive directorsThe terms of reference for the audit,remuneration and disclosure committees can be found in the investors section of www.yo
315、ungs.co.uk.The executive committee has no formal terms of reference.Strategic report Directors report Financial statements Shareholder information26Board meetings and activities during the periodMeetingsThe board meets every two months,with additional meetings arranged as required.It met nine times
316、during the period,excluding the strategy meeting held in the autumn.Most meetings take place at Riverside House;occasionally,they are held at one of the groups pubs,thus providing the board with further opportunities to keep up-to-date with the groups business and how particular pubs are performing.
317、A formal agenda,made up of regular and other specific business matters,and a supporting pack is provided to each member of the board sufficiently in advance of each meeting to ensure there is time for these to be reviewed.The agendas are prepared by the company secretary and agreed with the chairman
318、 and the chief executive.Included in the pack for each of the boards scheduled meetings is a report from the chief executive,a latest forecast,a health and safety report,a people report,a property report and details of any material claims against the group.At the meetings,the executive directors exp
319、and upon what is covered in their reports and the company secretary updates the board on matters for which he is responsible.The chairmen of the companys audit,remuneration and disclosure committees also report formally at board meetings on the proceedings of their committees;with some exceptions on
320、 remuneration matters,the minutes of those committee meetings are also circulated to members of the board.Autumn strategy meetingThis in-depth meeting gives management and the non-executives an opportunity to discuss a variety of matters.Once the strategy is agreed,management is able to build the bu
321、dgets for the following year and develop longer-term plans.J.P.Morgan Cazenove attended this years strategy meeting and the key matters covered were:the groups long-term business plan and a re-affirming of the groups strategy and business model;the market and acquisition opportunities that could pos
322、sibly arise;the groups equity and capital structure;and challenges facing the business.From time to time,senior managers are invited to attend board meetings to provide updates on developments in their areas of responsibility.Open and constructive debate in meetings is always encouraged by the chair
323、man and he ensures that matters are challenged and discussed before any decision that needs to be made is made.The formal flow of information in board meetings is in addition to information exchanged outside of those meetings,often in relation to ad hoc matters that need considering between meetings
324、.The directors also receive,usually on a weekly basis,the groups sales numbers and,on a monthly basis,a management accounts pack that includes a summary of the groups financial and non-financial performance,sales information for drink and food and the groups financial position and cash flow.There ar
325、e also regular meetings of non-executives with one or more of the executive directors outside of board meetings.The board has a procedure in place such that it can consider and,if it sees fit,authorise situations where a director has an interest that conflicts,or may possibly conflict,with the inter
326、ests of the company;this is set out in article 63 of the companys articles of association.Corporate governance report ContinuedYOUNG&CO.S BREWERY,P.L.C.ANNUAL REPORT 201927Category ExamplesStrategy and managementExtension of the groups activities into new business or geographic areas;cessation of th
327、e operation of all or any material part of the groups business.Structure and capitalChanges relating to the groups capital structure;major changes to the groups corporate or management and control structure;changes to the companys listing or its status as a plc.Financial reporting and controlsApprov
328、al of the following:annual report and accounts,preliminary announcements of results,significant changes in accounting policies or practices,treasury policies,certain unbudgeted capital or operating expenditure;declaration or recommendation of dividends;review and approval of expenditure authorisatio
329、n limits.ContractsContracts in the ordinary course of business material strategically or by reason of size;contracts not in the ordinary course of business;major investments.CommunicationApproval of resolutions,circulars,prospectuses and press releases concerning matters decided by the board.Board m
330、embership and other appointmentsChanges to the structure,size and composition of the board;ensuring adequate succession planning for the board and senior management;board appointments;selection of the chairman and the chief executive;appointment of the senior independent director;membership and chai
331、rmanship of board committees;continuation in office of directors;appointment or removal of the company secretary;appointment,re-appointment or removal of the external auditor to be put to shareholders for approval,following the recommendation of the audit committee.RemunerationApproving the remunera
332、tion policy for the directors;determining the initial remuneration of the non-executive directors;introduction of new share incentive plans or major changes to existing plans.Delegation of authorityDivision of responsibilities between the chairman and the chief executive;establishing board committee
333、s and approving their terms of reference.Corporate governanceUndertaking any formal and rigorous review of the boards own performance,that of its committees and individual directors,and the division of responsibilities;determining the independence of non-executive directors;review of the groups overall corporate governance arrangements;authorising conflicts of interest where permitted by the compa
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