1、A N N U A L R E P O R TFOR THE 52 WEEKS ENDED 2 APRIL 2018STRATEGIC REPORTChairmans statement 3Our strategy and business model 4Chief executives review 5How we performed 7Principal risks and uncertainties 8Business and financial review 10Corporate social responsibility 16DIRECTORS REPORTOur board 18
2、Other disclosures 20Preparation and disclaimer 21Corporate governance report 22FINANCIAL STATEMENTSIndependent auditors report 35Group income statement 40Group statement of comprehensive income 41Balance sheets 42Statements of cash flow 43Group statement of changes in equity 44Parent company stateme
3、nt of changes in equity 45Notes to the financial statements 46Five year review 76SHAREHOLDER INFORMATIONNotice of meeting 77Explanatory notes to the notice of meeting 81Pubs and hotels(map)82Senior personnel,committees and advisers 84Shareholder information 84CONTENTSView our Annual Report 2018 on o
4、ur website:www.youngs.co.uk/investorsYOUNG&CO.S BREWERY,P.L.C.ANNUAL REPORT 20181 2018 2017 52 weeks 53 weeks%m m CHANGERevenue 279.3 268.9+3.9Adjusted operating profit(1)46.9 46.1+1.7Operating profit 43.5 42.7+1.9Adjusted profit before tax(1)41.0 40.4+1.5Profit before tax 37.6 37.0+1.6Net cash gene
5、rated from operations 61.4 63.5 3.3Adjusted basic earnings per share(1)67.74p 66.43p+2.0Basic earnings per share 61.60p 61.51p+0.1Dividend per share 19.61p 18.50p+6.0(interim and recommended final)Net assets per share(2)11.24 10.10+11.3All of the results above are from continuing operations.(1)Refer
6、ence to an“adjusted”item means that item has been adjusted to exclude exceptional items(see notes 9 and 10).(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
7、 to Young&Co.s Brewery,P.L.C.,and reference to the“group”is to the group of companies of which Youngs is the parent company.FINANCIAL HIGHLIGHTSStrategic report Directors report Financial statements Shareholder information2YOUNG&CO.S BREWERY,P.L.C.ANNUAL REPORT 20183Total revenue was up 3.9%when com
8、pared with the 53 weeks of last year and up 6.2%on a comparable 52 week basis.At a time when margins across the industry have been under intense pressure,our EBITDA margin of 24.6%remains one of the strongest in the sector,resulting in our highest ever adjusted EBITDA of 68.7 million(2017:66.5 milli
9、on).Adjusted basic earnings per share have increased by 2.0%and now stand at 67.74 pence per share;on an unadjusted basis,basic earnings per share are at 61.60 pence per share.Our healthy cash generation allows us to invest in future growth through a combination of acquisitions and investment in our
10、 existing estate.This year we invested a total of 53.0 million,acquiring six pubs including the iconic Smiths of Smithfield(Smithfield Market),and increased our number of bedrooms by 94 or 19.3%through the purchase of the Park(Teddington)and the Bridge(Chertsey);we also opened the Bull(Bracknell).De
11、spite this increased level of investment,we remain conservatively financed with net debt of 140.5 million(2017:126.6 million),being 2.0 times adjusted EBITDA(2017:1.9 times).More than ever,the importance of investing in and growing our own people is fundamental to our ongoing success;a belief long e
12、mbedded in our culture at Youngs.Gaining“employer provider”status during the year has enabled us to be an official training provider for apprentices and it improves our prominent position in a tough labour market.Through the comprehensive training and support,our talented teams gain the knowledge an
13、d expertise they need to continue to surprise and delight our customers.Its wonderful to work with every one of our employees and their boundless energy and enthusiasm is something that Im very grateful for.Brexit remains an issue for the entire economy.We welcome the progress the Government is maki
14、ng on the negotiations so far.In particular,given that roughly a third of our team members originate from mainland Europe,the granting of reciprocal citizen rights to EU nationals is a reassuring first step.Although many issues still remain on the table,we are looking positively to the future.We con
15、tinue to believe in the individuality and the power of each Youngs pub,rather than follow a particular concept of which customers can quickly tire.Our busy investment programme ensures our customers continue to frequent and enjoy our pubs which are at the heart of their communities,as hospitality is
16、 at the heart of our economy.Given these strong results,the board is delighted to recommend our 21st consecutive annual dividend increase,by 6.0%again,to 10.20 pence.If approved by shareholders,this will result in a total dividend for the year of 19.61 pence(2017:18.50 pence).The final dividend is e
17、xpected to be paid on 12 July 2018 to shareholders on the register at the close of business on 8 June 2018.Finally,Id like to welcome Ian McHoul to our board,following his appointment as a non-executive director in January this year.Ian has gained a wealth of knowledge and experience during a long a
18、nd successful career,including while having been the Chief Financial Officer of Amec Foster Wheeler plc for over 9 years.He is currently sitting on the boards of Britvic plc and Bellway plc as a non-executive director and has held non-executive roles in other companies.Ian will be a great addition t
19、o our board.Stephen GoodyearChairman23 May 2018CHAIRMANS STATEMENTStrategic report Directors report Financial statements Shareholder informationThis has been another highly successful year for Youngs and it further strengthens the belief we have in our winning strategy of maintaining and operating a
20、 differentiated,premium and well-invested pub estate,focussed on London and Southern England.Stephen Goodyear,Chairman21st53.0millioninvested+6.2%Revenueconsecutive increase of dividend4We run a predominantly freehold estate and we intend to keep it that way.We believe freehold assets give us greate
21、r 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 us to negotiate better terms with lenders,whilst allowing
22、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 affluent and discerning customers derived through a mixture
23、 of residential,leisure and work where our premium product offerings is greater suited.Risk linkOur revenue mix is 65.8%drink,29.6%food and 4.6%accommodation.Although food is an important part of our offer,we run pubs,not restaurants,which can be more labour intensive.Our drink-led offer is supporte
24、d 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 partnership with engaging entrepreneurs to run sustainable busines
25、ses.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 operation and,when the time is right for both parties,transfer th
26、ese 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 predominantly British produce,supporting the local communities we operate in.Although the suppliers w
27、e 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 of the pub designs which dont follow a particular format o
28、r 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 average,we reinvest about two thirds of the cash we generate.
29、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 pubs trading space;the latter can see upper parts convert
30、ed 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 style of operation will thrive,as well as benefitting the
31、 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 relevant.Risk link We believe in investing in our people,nurtur
32、ing 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 encourage the entrepreneurial spirit that has ensured our pla
33、ce 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 therefore ensures our future leaders know who we are and what
34、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 2 9 1 5 510 8 6 1 610 9 9Our Strategy How we growOur Business Model How we create value The risk links reference to Principal risks and uncertainti
35、es on pages 8 and 9.YOUNG&CO.S BREWERY,P.L.C.ANNUAL REPORT 20185CHIEF EXECUTIVES REVIEWStrategic report Directors report Financial statements Shareholder informationOn a comparable 52 week basis,total revenue was up 6.2%to 279.3 million,underpinned by an industry-leading managed house like-for-like
36、performance,enhanced by complementary,eye-catching acquisitions.Through strong conversion,on a comparable 52 week basis,profit before tax was up 5.4%to 37.6 million or up 4.8%to 41.0 million once adjusted for exceptional items.Managed house like-for-like sales in the period were up 4.2%,representing
37、 the seventh consecutive year of delivering like-for-like sales at the top end of the industry.Over the last seven years,weve delivered increases of between 4.2%and 6.7%.PROVEN TRACK RECORD DURING DIFFICULT TIMESWe have delivered these results against the challenges of declining real wages,heightene
38、d food and energy costs and a challenging economic environment.Our asset-backed,predominantly freehold estate helps maintain our competitive advantage.These macro challenges are on top of huge fixed cost increases burdening the hospitality industry.I have previously stated my view on business rates
39、and will continue to appeal to the Government to review and reverse recent unjustified increases.These,combined with the introduction of the National Living Wage,the Apprenticeship Levy and the most recent increases to pension auto-enrolment,have created one of the most difficult business environmen
40、ts I have ever experienced.Given this backdrop,our financial performance is all the more impressive and is further testament to our very clear strategy of owning clearly differentiated,premium and well-invested pubs run by talented and attentive people.Differentiation and the provision of consumer e
41、xperiences are critical to our success.DEVELOPING GROWTH OPPORTUNITIES We have continued to execute our growth strategy through ongoing investment in our existing estate and selective acquisitions.Our estate now has 255 pubs,predominantly across London and Southern England.Last November we acquired
42、the iconic Smiths of Smithfield(“Smiths”)and its smaller sister site in Cannon Street,which has just re-opened having been re-branded as the Candlemaker.Smiths,a four storey Grade II listed building situated in the vibrant Smithfield Market,offers a unique experience on each level and has already ac
43、hieved the highest weekly sales of any property within our estate.Having recently completed a major refurbishment project,we look forward to seeing the results.Just before the financial year-end we increased the total number of bedrooms in our hotel portfolio by 19.3%to 580 rooms through the freehol
44、d acquisitions of the Park(Teddington)with 43 bedrooms and the Bridge(Chertsey)with 51 rooms.The Park is a stunning Victorian building dating back to 1866 and occupies a prominent position in an affluent area within our own backyard.The Bridge,anchored on the Thames riverbank,has strong business and
45、 leisure guest appeal.Patrick Dardis,Chief ExecutiveI am very pleased to announce such a strong set of results.This past year has been tough for our industry as a whole,but these results are a testament to the quality of our incredible people who bring our premium positioned pubs to life.These resul
46、ts demonstrate that our strategy continues to deliver.+4.2%41.0 million580Like-for-like revenueAdjusted profit before tax Bedrooms6We added two further freehold pubs through our purchase of the Chequers(Hanham Mills,near Bristol)and the Old Bear(Cobham),and one additional leasehold,the Bull(Bracknel
47、l).Following completion of its acquisition in May 2018,we are on site at the Naturalist(Woodberry Down),our 11th Berkeley Group pub.We are also poised to start fitting out our 12th in Kidbrooke Village.Within the existing estate,many opportunities remain.This coming years most exciting plan is a tra
48、nsformational development at the Kings Head(Islington)with its new dining room,events space and a stunning roof terrace.We also continue to invest in technology.By the end of this summer all our pubs will have new till software that will allow us to capitalise on greater sales opportunities and prov
49、ide our general managers and teams with enhanced tools to continue to surprise and delight our customers.The new software will allow us to interact with multiple third party providers;our own app,“Youngs On Tap”,will also evolve to allow our customers to order in advance and receive tailored rewards
50、 based on their unique habits and preferences.Through our carefully selected growth opportunities and freehold-backed balance sheet,we are confident our strategy will continue to deliver.The ongoing development of our people and helping them achieve their full potential will create an even more vibr
51、ant experience for our customers who are at the forefront of everything we do.Patrick DardisChief Executive23 May 2018CHIEF EXECUTIVES REVIEWContinuedYOUNG&CO.S BREWERY,P.L.C.ANNUAL REPORT 20187We measure the development,performance and position of our business against a number of key indicators.The
52、 reference to an“adjusted”item means that item has been adjusted to exclude exceptional items.These alternative performance measures have been provided to help investors assess the groups underlying performance.Adjusted profit before tax m This is our profit before tax on continuing operations only,
53、adjusted to exclude any exceptional items for the group.(See notes 9 and 10).2016154020452550305535604065457020172018Adjusted earnings per share(pence)This is our adjusted profit before tax,but after tax has been deducted,divided by the weighted average number of ordinary shares in issue.(See notes
54、9 and 15).201620172018Like 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 periods.Revenue m This is our total group revenue,including both managed and tenanted businesses.2016012346572017201820
55、1622023024025026027028020172018RevPAR This is our revenue per available bedroom;it is the average room rate achieved multiplied by the occupancy percentage.20165254565860626420172018Adjusted EBITDA m This is our earnings before interest,taxes,depreciation and amortisation adjusted to exclude any exc
56、eptional items for the group.(See notes 9 and 10).Interest cover(times)This is our adjusted operating profit divided by our finance costs.2016345678920172018Gearing%This is our net debt divided by our net assets(expressed as a percentage).Recycling(tonnes)This is the amount of waste we recycleand di
57、vert from landfill.201602010304050201720182016404550556070652017201840.466.4325.728.866.558.460.8660.015.641.08.48.467.7425.668.763.154.74.235.67.858.44279.3268.9245.920163,0004,0005,0006,0007,000201720186,8306,7685,803HOW WE PERFORMEDStrategic report Directors report Financial statements Shareholde
58、r information8Our pubs and hotels are mainly spread throughout London and Southern England,with the majority inside 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,q
59、uality food and market-leading drinks,all of which matter to the discerning consumer.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 2
60、003 and we make additional contributions over and above regular service contributions 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
61、April 2016,with member contributions being increased in tandem.Fixed-price arrangements 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 mark
62、et,and,where appropriate,we make forward purchases.Increased wages may result in 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 con
63、sultants who review each and every rating assessment.Appeals are lodged on our behalf 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 ra
64、tes is also maintained,with interest rate swaps used to assist in managing this exposure.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
65、our costs will have an impact on our margins and could result in lower profits.Our ability to trade as a going concern depends on us generating sufficient cash to meet these repayments.5.Our financial structure involves bank borrowings.The business therefore needs to generate sufficient cash to repa
66、y these debts with accrued interest.Interest rates are also subject to change.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
67、 uncertainties;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 23,starting on page 64.PRINCIPAL RISKS AND UNCERTAINTIESYOUNG&CO.S BREWERY,P.
68、L.C.ANNUAL REPORT 20172.Various factors may result in the 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 will increase to 7.83 with effect from April 201
69、8,with annual stepped increases,announced each year,to follow.Increased costs could potentially make our offer less attractive to consumers if they are passed on.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 de
70、fined benefit pension scheme,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
71、reduced bond yields.We also 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
72、by a broad range of matters(including confidence in the economy,the weather,fears of terrorist activity and improved 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 t
73、he difference in value between 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 contribut
74、ion schemes will result in lower profits.YOUNG&CO.S BREWERY,P.L.C.ANNUAL REPORT 20189We 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
75、a third party who also works 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 ou
76、t.Firewalls 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 if any major incident occurs at Riverside House
77、 or to 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 reco
78、rding,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
79、obligations in the operation of our business.8.We are dependent on having the right people throughout our organisation:at all our pubs and hotels and also at Riverside House.It is too early to have a clear view on the impact of Brexit on our business,but its potential to do so is fully acknowledged.
80、We look to recruit 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 ful
81、l potential.We have also gained“employer provider”status,enabling us to be an official training provider for apprentices and develop our own talent pool for the future.Food and drink is sourced from a number of suppliers.Informal arrangements are also in place such that substitute suppliers or produ
82、cts 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 agents and landlords with details of
83、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 failure to comply with these obligati
84、ons 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.Increases in the cost of compliance will
85、 have an impact on our margins and result in lower profits.Our ability to 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 we do not acquire the right opportunities when planned,or at all,our desi
86、red future growth rate will be delayed or reduced.9.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 num
87、ber of key suppliers to provide our pubs and hotels with food and drink.RISK/UNCERTAINTYOPERATIONSREGULATION(1)POTENTIAL IMPACTCHANGE IN RISK/UNCERTAINTYMITIGATIONStrategic report Directors report Financial statements Shareholder information(1)The Neighbourhood Planning Bill became law during the cu
88、rrent period.The scope of the Act is now clear and the risk associated with draft legislation has now been removed.Decrease No changeIncreaseKEY TO CHANGE IN THE RISK/UNCERTAINTY LEVEL FROM THE PRIOR PERIOD10MANAGED HOUSESOnce again,our managed houses have performed at the top of the pub sector,with
89、 strong revenue growth,up 6.9%to 266.4 million,underpinned by industry-leading like-for-like sales growth of 4.2%(2017:4.7%).Managed houses represent the vast majority of our business and our managed estate now comprises 181 pubs(including 25 hotels),an increase of eight pubs(including two hotels)du
90、ring the year,making up 95.4%of our total revenue.Continuing to drive and challenge the pubs and their teams to outperform the market is a relentless pursuit,but its one that we embrace wholeheartedly.Our longstanding record of consistently raising the bar creates its own challenges,but our ambition
91、 and work ethic gives us that extra spring in our step to continue to excel.REVENUE AND PROFITSRevenue growth has been very consistent throughout the year.Like-for-like sales were up 4.7%for the first seven weeks of the year,up 4.6%for the first half,and we have now closed the year with like-for-lik
92、e sales up 4.2%despite the impact of the exceptionally cold weather in late February and early March.Drink sales have had a buoyant year,with the continued trend of customers trading up to more premium products,further increasing sales values.As a result,total drinks sales were up 7.9%and up 4.8%on
93、a like-for-like basis.Todays consumers are more knowledgeable and discerning,with technology helping to fuel this.As a trend-setter,we continue to evolve our market-leading drinks offering to stimulate the changing nature of consumers drinking habits.Keg ales are a fine example of this,with consumer
94、s switching from traditional products to try new keg beers such as Founders IPA,a beer for all occasions naturally brewed in Michigan,and Beavertown Neck Oil,a punchy,go-to beer.In total,sales of draught keg ale were up 28.1%,taking share from other draught drinks.Our cask-focussed,“local hero”progr
95、amme continues to grow our reputation both for being a stage to showcase the finest new brews from gifted smaller entrepreneurial brewers and for having discerning customers ready to discover them.We are delighted to have extended our partnership with Berkmann Wine Cellars,our sole wine and spirits
96、supplier.During the past two years,weve benefitted 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 recen
97、tly the ros revolution.Spirit sales continued their resurgence,with volumes up 5.4%.Gin sales have once again grown at over 20%,with continued premiumisation and new craft gins coming to market.“Cucumber currency”created a social media buzz which saw us working together with Hendricks and Schweppes
98、to celebrate the start of spring by offering a G&T to customers in exchange for one thing and one thing only:a cucumber.This fun initiative was well received by our vegetable-bearing customers and the 3,416 cucumbers we collected were donated to food banks the following day.This was the year of the
99、cocktail at Youngs,in fact the year of the Cocktail Collective,with astonishing sales growth of 46.1%,albeit from a low base.Leading the Collective,which focusses on the quality,not quantity,of cocktails and the perfect serve every time,has been Aperol Spritz,which has seen a boom of 88.9%.While oth
100、ers have faltered in the current highly-competitive eating-out market,our food sales remain robust.Sales were up 4.9%in total and up 2.6%on a like-for-like basis,driven in particular by good growth in our all-day brunch offer,our Sunday lunches and our Burger Shack concept which is now across 35 sit
101、es.All our pubs relaunched their individual food menus to attract different audiences at different times,but with Britishness,seasonal and fresh produce at the heart of each dish.Our Burger Shack offering,including its little sister,Shack-in-a-Box,benefitted from the additional openings made last ye
102、ar and is now gaining industry accreditation,with one of our five burger offerings,“The Streaky”,being a finalist at the 2017 National Burger Awards.These initiatives in food and drink combine with an innovative approach to create enhanced sales,for example during the winter,sitting just 27 metres a
103、bove sea level,the Devonshire(Balham)invited customers to join them at the“Balham Peaks”aprs ski pop up resort.Customers were treated to cosy cabins,Winter Negronis and traditional proper pub grub.Our hotel business continues to flourish,with sales up 4.7%on a like-for-like basis.Occupancy rates wer
104、e 74.7%,down by 0.2%on the previous year,but RevPAR increased by 2.29 or 3.8%to 63.15.Just before the year-end,we completed on two exciting acquisitions that represent a real step change in our hotel portfolio:the Park(Teddington)and the Bridge(Chertsey)have together increased our room stock by 94 r
105、ooms or 19.3%.Despite unfavourable cost headwinds such as the significant hike in business rates,the second instalment of the National Living Wage and the introduction of the Apprenticeship Levy,which in total added over 4.0 million to our cost base,managed house adjusted operating profit grew by 3.
106、9%to 60.7 million.BUSINESS AND FINANCIAL REVIEWThe prior period was a 53 week period but all figures below have been adjusted by removing the final week of the last period to be on a comparable 52 week basis unless specified.YOUNG&CO.S BREWERY,P.L.C.ANNUAL REPORT 201811INVESTMENTDuring the year,we u
107、ndertook some major purchases,openings and transfers,all of which are unique in their own way yet still at the premium end of the market.The highlights include:Purchasing Smiths of Smithfield(Smithfield Market)which,following its major refurbishment in April 2018,is looking better than ever and is n
108、ow our largest site by average weekly turnover;Relaunching and renaming the previous Smiths of Smithfield site at Cannon Street as the Candlemaker;Taking the Youngs brand to new suburbs for our managed houses by opening the Bull(Bracknell)and acquiring the Park(Teddington);Shifting our revenue mix b
109、y increasing our hotel presence through the Park and the Bridge(Chertsey),both freeholds;Capitalising on some of the growth opportunities that exist within our Ram Pub Company by transferring the Hope and Anchor(Brixton),Kings Arms(Wandsworth)and the Lord Palmerston(Tufnell Park)to our managed house
110、 estate;and Acquiring the Chequers(Hanham Mills),a beautiful freehold pub on the banks of the river Avon.A common theme in all these acquisitions is their superb locations which remains a fundamental factor in our investment decisions.During the course of the year,including acquisitions,we invested
111、46.3 million in our managed estate.Major development work was carried out at the Alexander Pope(Twickenham),Betjeman Arms(St.Pancras),Brewers Inn(Wandsworth),Duke of Clarence(Chelsea),Dukes Head(Putney),Elgin(Ladbroke Grove),Mitre(Bayswater),Old Ship(Hammersmith),Oyster Shed(Cannon Street),Plough(Be
112、ddington)and the Princess of Wales(Clapton).The fresh botanical feel and“Juniper Terrace”rooftop bar at the Spotted Horse(Putney)is proving a triumph with its customers and was a finalist in the Casual Dining Awards 2018 for Best Designed Pub of the year.We also secured the freehold of the Phoenix(C
113、helsea),a pub that we previously leased.CUSTOMER ENGAGEMENTWith two thirds of the UK population owning a smartphone and almost 80%now buying goods or services online,todays consumers want seamless interaction with technology that gives them a wide range of choices while still remaining in complete c
114、ontrol of their own experiences.With customer aspirations at the forefront of our minds,the next stop on our digital journey has been to invest in a new enhanced till system.In March 2018,we launched our first pilot sites on this more interactive,intuitive system with an infrastructure that connects
115、 with multiple third party platforms,reflecting our belief that trading is only likely to become ever more based on technology.Youngs On Tap,our mobile app,has been available for download for just over a year and I am pleased with the progress weve made.Weve had over 70,000 downloads and our“Appbass
116、adors”continue to promote usage and uptake.When the new till system is fully up and running,Youngs On Tap will,in time,go to the next level,adding more content and functionality through online ordering,enhanced booking capability and tailored customer rewards.All our pubs use a range of social media
117、 platforms to engage with our customers through their favoured medium.A great example is this years#scotcheggchallenge(which was a cracking success in its own right)we reached over 1 million tweets,viewed more than 3.5 million times.Delivering the ultimate pub experience to our customers every time
118、they visit us is at the core of everything we do.Our team members,supported through hours of focussed training,live the golden rules of service,built on the value of team work.THE RAM PUB COMPANYDuring the year we transferred three high turnover pubs to managed houses to maximise their potential:the
119、 Hope and Anchor(Brixton),the Kings Arms(Wandsworth)and the Lord Palmerston(Tufnell Park).Further transfer opportunities exist within the Ram Pub Company which we will look to harvest when the time is right for both us and our tenants.We sold three pubs at the tail of the estate for combined proceed
120、s of 2.1 million:the Bell(Illminster),Court House(Dartford)and the Kings Arms(Epsom).In February 2018,we acquired the Old Bear(Cobham),an attractive 16th century pub situated in the heart of an affluent Surrey town.As a result of the above movements,the Ram Pub Company ended the year with 74 pubs,do
121、wn from 79 in the previous year.REVENUE AND PROFITSIn total,revenue within the Ram Pub Company was down 6.7%on a comparable 52 week basis which is broadly in line with the net reduction in pubs.However,on a like-for-like basis,revenue growth was up a healthy 1.6%.We offer a range of tenancy packages
122、 that differ in terms such as length of lease and financial support.This year,weve increased that support to a number of tenants,in turn reducing our tenanted operating margins but with a view to igniting volume growth.On a like-for-like basis,adjusted operating profit was flat at 4.4 million.Our av
123、erage pub EBITDA was 80.8k(2017:80.8k),one of the highest in the sector.The Ram Pub Company now represents 4.5%of our total revenue and 6.8%of adjusted operating profit at a pub level.INVESTMENTWe welcomed the Old Bear(Cobham)and its tenant into the Ram Pub Company flock following the purchase of th
124、is freehold pub.Within our existing estate,we follow a structured Strategic report Directors report Financial statements Shareholder information12BUSINESS AND FINANCIAL REVIEWContinuedLouanasSous chefHare and Hounds(East Sheen)“The Youngs apprenticeship programme allows me to improve my knowledge ab
125、out cooking and food presentation.I enjoy learning within a team and my aim is to one day become a head chef and run my own kitchen in one of Youngs pubs.”PrzemekKitchen team member Founders Arms(Southwark)“What I like most about the Youngs Commis Chef programme is the opportunity to learn new skill
126、s and the professional advice we receive from experienced chefs.My goal is to become a sous chef and to provide strong support to a head chef in the daily running of a kitchen.”JanekJunior sous chefWheatsheaf(Borough Market)“My favourite aspect of the Youngs apprenticeship programme is the structure
127、 of my training.Each session we start by making a plan and then follow this with practical tasks.It allows me to improve my knowledge about different ingredients and their seasonality.”MalvinaJunior sous chefCrown(Bow)“I have always wanted to learn how to cook.When I saw an advert for a trainee chef
128、 in one of Youngs pubs,I decided to apply.After a few months of working here,I was encouraged to join the Youngs training programme and it has given me confidence to apply for a more challenging role at the Crown.”APPRENTICESHIPS This year we began our internal apprenticeship programme,focussing on
129、chef career development.Helping some of our most promising team members perfect their skills whilst they continue to surprise and delight our customers.YOUNG&CO.S BREWERY,P.L.C.ANNUAL REPORT 201813and viable investment programme to ensure that each tenanted pub is maintained at an attractive standar
130、d to appeal to customers,current tenants and future business partners.In the past year weve completed major developments at the Bristol Ram,Gardeners(Wandsworth),Grand Junction Arms(Harlesden),Grove House(Camberwell),Heartbreakers(Southampton),Prince William Henry(Southwark),Red Cow(Richmond)and the
131、 Robin Hood(Sutton).TENANT ENGAGEMENTOur tenanted model is focussed upon developing and maintaining businesses that offer a sustainable income for individual tenants and sustainable profits for Youngs.Its a partnership built on trust and a common goal.Industry codes of practice mean that rents can m
132、ove down as well as up.Our entrepreneurial tenants,supported by our own experienced in-house team,continue to operate bespoke offerings,tailored to attract customers in the communities they serve under the strapline“Everyones local”.PROPERTY,TREASURY,GOING CONCERN,RETIREMENT BENEFITS,EXCEPTIONAL ITE
133、MS AND TAXPROPERTYOur balance sheet strength is underpinned by our predominantly freehold estate in many highly desirable locations.213 of our total 255 pubs are freehold or long leaseholds with peppercorn rents.Our total estate is now valued at 742.9 million(2017:689.1 million).The increased value
134、has been driven by acquisitions,major developments and improving existing pub values,especially in our London heartland,assisted by our improving trade.Each year we undertake an exercise to revalue our pub estate to reflect current market values.Savills,an independent and leading commercial property
135、 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 Tenancies.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 Report
136、ing Standards,individual increases in value have been reflected in the revaluation reserve in the balance sheet(except to the extent that they had previously been revalued downwards)and individual falls in value below depreciated cost have been accounted for through the income statement.None of thes
137、e adjustments have a cash impact.The pub property market in London and the surrounding areas has remained strong throughout the period,which,coupled with our continued trading performance,has resulted in a net upward revaluation movement of 29.5 million(2017:22.6 million).This is comprised of an upw
138、ard movement of 29.2 million(2017:23.1 million)reflected in the revaluation reserve and a reversal of a previously revalued downward movement of 0.3 million(2017:0.5 million of downward movement)recognised in the income statement under exceptional items.TREASURYWe remain highly cash generative.Our o
139、perating cash flow was 61.4 million(2017:63.5 million)with our premium business and predominantly freehold estate outperforming the market.The slight decrease of 2.1 million in the period was caused by an adverse movement in working capital.Due to the increased acquisition activity and the larger pu
140、rchases all falling in the second half of the year,our net debt has increased by 13.9 million to 140.5 million.Despite this increased outlay,our net debt to adjusted EBITDA ratio remains conservative and one of the lowest in the sector at 2.0 times(2017:1.9 times).Gearing is just 25.6%(2017:25.7%).G
141、OING CONCERNOur total facilities remain at 175 million,with nothing now repayable until 2021.Of our drawn debt,71.2%is on fixed interest rates.During the year,we refinanced a number of our banking facilities and effectively extended their terms.In May 2017,we borrowed 20 million over a seven year pe
142、riod(10 million from each of Barclays Bank plc and,a new lender to us,HSBC Bank plc)to enable an equivalent sum to be repaid to the Royal Bank of Scotland plc.In March 2018,we entered into a 75 million revolving credit facility split evenly with Barclays and HSBC until 2023,with an option to extend
143、through to 2025,to replace the previous equivalent sum revolving credit facility with RBS and Barclays.Given these long-term facilities,our freehold estate,significant free cash flow and the conservative financial ratios above,we have prepared these financial statements on a going concern basis.RETI
144、REMENT BENEFITSWe have a defined benefit pension scheme which has been closed to new entrants since 2003.During the course of the year,our pension and post retirement health care deficit has reduced by 6.7 million to 6.1 million.Compared with last year,we have witnessed a slight decrease in inflatio
145、n and continued our commitment with another year of special contributions,this time totalling 1.2 million.We are committed to ensuring the pension scheme is adequately funded.EXCEPTIONAL ITEMSThe majority of the 3.4 million exceptional items expenditure in the period relates to investment decisions
146、to bring three tenanted pubs into our managed house estate and to acquire new businesses such as Smiths of Smithfield,the Park(Teddington)and the Bridge(Chertsey).Acquisition costs associated with business combinations have gone up as a result of increased activity this year:1.2 million(2017:0.2 mil
147、lion).From time to time,we believe that we can achieve greater shareholder returns within our managed estate for certain pubs than within the Ram Pub Company.When this happens,and Strategic report Directors report Financial statements Shareholder information14when the time is right for our tenants a
148、nd us,we agree with the tenant the amount of any compensation payable to terminate their lease agreements early.This compensation is expensed under IFRS and has been included within exceptional items.The remaining exceptional items relate to a net increase in the property valuation of our estate of
149、0.3 million,as mentioned previously,along with a profit on disposal of a small number of tenanted pubs of 0.3 million.Last years exceptional items included a 0.7 million loss flowing from the expiry of our leases at Heathrow for the Three Bells and the Five Tuns,with the majority reflecting the writ
150、e-off of goodwill recognised on the initial acquisition of Geronimo in December 2010.TAXOur corporation tax charge for the year was 7.5 million(2017:7.0 million),with a fall of 0.5%pts in our effective corporation tax rate for the year,adjusted for exceptional items,to 19.3%mainly due to the decreas
151、e in the headline UK corporation tax rate to 19.0%.The groups tax strategy has been published on the Youngs website 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 growt
152、h story.We continue to deliver strong performances from our developments,focussing 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 ne
153、t debt at acceptable levels and to continue our proud record of consecutive dividend increases.This year,we are pleased to recommend raising the annual dividend for the 21st consecutive year,by 6.0%again,to 10.20 pence.If approved by shareholders,this represents a total dividend for the year of 19.6
154、1 pence(2017:18.50 pence),representing a real income increase from Youngs shares.Our adjusted earnings per share now stands at 67.74 pence per share,up 2.0%.On an unadjusted basis,earnings per share rose by 0.1%to 61.60 pence.These earnings per share figures result in a healthy dividend cover of 3.5
155、 times and 3.1 times respectively.OUTLOOKWe have certainly enjoyed a couple of very warm and sunny weeks recently.The first May Day Bank Holiday was a record breaker for many of our garden and riverside pubs.A welcome boost at the start of the new financial year,when we are up against very strong co
156、mparatives in the previous year.Managed houses revenue in the first seven weeks was up 11.0%in total and up 7.5%on a like-for-like basis.British consumers have had a tough time of late.However,things are slowly beginning to look a little brighter with real wages now increasing,the rate of inflation
157、decreasing and unemployment continuing to fall.BUSINESS AND FINANCIAL REVIEWContinuedYOUNG&CO.S BREWERY,P.L.C.ANNUAL REPORT 201815Our pub individuality,alongside our ability to give our talented general managers the freedom and flexibility to continue to innovate,is paramount to our continued succes
158、s.Each general manager shares the belief of making their pub“famous for”whatever the community they serve requires,whether it be fabulous fish at the Crown and Anchor(Chichester),award-winning steaks at the Guinea(Mayfair)or continuing an association with a charity walk launched in 1979 by a trio of
159、 regulars at the Nightingale(Wandsworth).This coming year,we face the second consecutive business rates increase,this time c.1.6 million(2018:1.8 million).Although we welcomed the Chancellors announcement in the spring statement to bring forward the next rates valuation,we were disappointed that it
160、didnt go far enough to modernise the method of calculating business rates in this growing digital age.Against cost pressures,were confident that the investments weve made during the past year will continue to propel us forward.Our investment in our new till technology will create further opportuniti
161、es and bring productivity gains while our structured and sustainable investment programme and acquisitions will bear fruit in the coming year when we will see the full year benefit of Smiths of Smithfield(Smithfield Market)and the recently renamed Candlemaker(Cannon Street).Well also benefit from a
162、full year of the three transfers made last year from the Ram Pub Company into managed houses.We still have plenty of opportunities to invest in our existing estate and we will also start to see a good return from the recently acquired Park(Teddington)and Bridge(Chertsey).Our new pub the Naturalist(W
163、oodberry Down)also opens its doors later in the year.We are active in the acquisition market.Whilst we have the necessary firepower thanks to our robust balance sheet,our strict internal investment criteria remain:for us its about quality.We believe plenty of opportunities exist in our sector.Althou
164、gh uncertainty prevails in both the political and economic environment,we are confident that our strategy of running differentiated well-invested,individual,premium pubs in high-demand locations will continue to deliver superior shareholder returns.By remaining flexible in our offer and investing in
165、 our people and technology,we will also continue to deliver outstanding customer service.Together,these create a recipe where the traditional British pub will never go out of fashion.As a result,Im both excited and optimistic about the year ahead.On behalf of the boardPatrick DardisChief Executive23
166、 May 2018Strategic report Directors report Financial statements Shareholder information16CORPORATE SOCIAL RESPONSIBILITYOur pubs play an integral role in their individual neighbourhoods.Together,we put great emphasis on running a sustainable business that engages with our communities,employees and s
167、hareholders alike,creating a mutually beneficial culture.OUR PEOPLEThe pub business is a people business;our talented teams bring our pubs to life and create the experiences and atmosphere that our customers enjoy.We have always believed that people are our greatest asset and how we engage,interact
168、with and develop them is crucial in delivering our winning strategy.Just like our pubs,our people are very diverse;we currently employ 4,273(2017:3,854)people and each individual has their own development plan to help them achieve their full potential.We were delighted to gain“employer provider”stat
169、us for apprenticeships programmes during the year.Weve always invested heavily in training our staff but having this formally recognised allows us to draw down on the funds created by last years introduction of the Apprenticeship Levy and grow our own talent pool further through the Youngs apprentic
170、eship programme.One part of the Youngs apprenticeship programme includes an 18 month commitment focussing on progressing kitchen porters through to chefs.Our dedicated training teams launched the first apprenticeship programme in September 2017 and the second cohort will go live later this summer.In
171、 addition to the apprenticeship programme,our trainers have delivered over 30,000 hours of training to our staff through bespoke development programmes via initiatives such as our Management Academy and Chef Career Pathway.The Management Academy sets our future managers up for success and were very
172、proud of the fact that over two thirds of our general manager vacancies are filled with internal candidates.The Chef Career Pathway nurtures our most talented kitchen staff through a variety of different roles so they can one day run their own kitchens as a Youngs head chef.One of the many successes
173、 of the pathway is Bela who joined the programme two years ago and is now the head chef at one of our largest sales pubs,the Founders Arms(Southwark).We believe that as a robust and successful business we must have a strong pipeline of talent,a strategy which is illustrated by our continued promotio
174、n from within,even at the more senior positions.In 2016 we welcomed Steven Robinson and Tracy Read to our board having previously built up their experience working for Youngs across a number of positions.In 2017,this organic growth continued with Peter Taylor taking the reins as Head of Operations a
175、nd Mark Loughborough and Trish Moody being promoted to Directors of Retail Operations,having both been successful Operations Managers.Externally,we recruit people from different backgrounds and,where possible,give others a chance to rebuild.This year weve been working with“Only a Pavement Away”,in p
176、artnership with Crisis,to help provide those made homeless or in danger of homelessness with jobs in the sector to help tackle the problem of sleeping rough.YOUNG&CO.S BREWERY,P.L.C.ANNUAL REPORT 201817Strategic report Directors report Financial statements Shareholder informationOUR COMMUNITYOur pub
177、s play an important role in the communities in which they reside and we are very proud to be widely recognised as a responsible business.Our pubs have always taken the initiative to give something back,actively contributing to helping others,whether that is financially or through time and energy.Pro
178、bably the most touching story was when our general managers,Mick and Sarah at the Alexandra in Wimbledon Village,opened their doors for a free lunch and a drink to anyone alone on Christmas Day last year.Their idea of tackling loneliness has been such a success that they have built on this with a ne
179、w“Meet up Mondays”event,which provides complimentary games and refreshments for local retirees in the Wimbledon area each week.Both Mick and Sarah were also at the centre of a social media campaign which reunited a builder with his pay packet after it was left in the pub before Christmas.In the six
180、days between one of their team finding the pay packet and reuniting it with its rightful owner,the story was shared on Facebook over 1.5 million times and had been seen by over 3 million Twitter users.Since 2012 Youngs has partnered with the halow project,an initiative dedicated to supporting young
181、people aged 16-35 with learning disabilities.Over the years,many employees throughout our organisation have completed the epic challenge which sees riders embark on a 250 mile bike ride to France and back,helping to raise over 350,000 for this wonderful charity.In line with the Governments attempts
182、to combat rising levels of obesity in the UK with the introduction of the sugar tax,weve worked with our soft drink suppliers to ensure low and zero sugar alternatives are readily available,whilst maintaining the choice of original recipe alternatives.We estimate our customers could reduce their ann
183、ual total sugar consumption by up to 41 tonnes by switching to Coca Cola Zero Sugar on draught soft drinks.OUR ENVIRONMENTWe are proud to announce that this year we achieved zero waste to landfill,as well as increasing the amount we recycle to 6,830 tonnes of waste(2017:6,768 tonnes).Running a susta
184、inable business and reducing our carbon footprint is important to us and we explore energy saving technologies during the refurbishment of each pub we undertake.This year,weve reduced our CO2 consumption by over 1,250,000kg as a result of our continued investment the equivalent of planting over 5,50
185、0 trees.We remain an active member of the Sustainable Restaurant Association and this year the key focus of our food strategy was to increase our use of locally grown,seasonal products to reduce further our carbon footprint.The best British produce,such as fresh fish from Brixham in Devon or asparag
186、us cut in the fields of Markham Farm in Bicester,Oxfordshire,take pride of place on our individual pub menus.We took 180 chefs on our“inspirational visits”trips this year;trips designed to give our chefs the true field to fork experience.They learn how British seasonal produce may be caught,reared o
187、r grown and what makes these particular farms produce the best.This reinforces our food strategy of bringing more locally grown,seasonal products to our menus.Finally,we replaced all existing plastic straws with a bio-degradable alternative in the year.However,this represents only a proportion of pl
188、astic used in our pubs so we are working with our suppliers to review other changes that can be made elsewhere in our supply chains.Our 2018 Strategic Report,from pages 1 to 17,has been reviewed and approved by the Board of Directors on 23 May 2018.Patrick DardisChief Executive23 May 201818Stephen G
189、oodyearNON-EXECUTIVE CHAIRMANCommenced roleApril 2017(appointed to the board in February 1996)Skills and experienceStephen has a considerable knowledge of,and passion for,Youngs and the industry.He began his career with Courage Ltd in 1974 and joined Youngs in 1995.In 2003,he became chief executive
190、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 involved the acquisition of Geronimo Inns at the end of 2010 and the creation of a growing hotels operation.In 2016,Stephen stepped d
191、own 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 provides invaluable support to the chief executive.As chairman,he is impartial and objective and encourages open and constructive
192、 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 brewing industry,Patrick has extensive knowledge and experience of the sector.Before joining Youngs in 2002,he held various roles
193、 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 leadership skills further and was instrumental in making Youngs the premium managed house operation it is today.Patrick is a co
194、uncil 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 very well respected both within Youngs and the industry.Patrick brings unrivalled passion,drive and commitment to the role.Oth
195、er relevant external appointmentsThe Independent Family Brewers of Britain(director)Steven Robinson,FCACHIEF FINANCIAL OFFICERCommenced roleSeptember 2016Skills and experienceAs the chief financial officer,Steve combines strong commercial and operational leadership with an intimate knowledge of our
196、business and industry and therefore its challenges and opportunities.He qualified as a chartered accountant with Deloitte in 2004,becoming a fellow of the Institute of Chartered Accountants in August 2015.Immediately before joining the company in 2009,he held a number of finance roles at The Walt Di
197、sney Company(2004-09).Steve is strategic,proactive,analytical and team oriented.He is responsible for the groups financial strategy and stewardship,including forecasting,reporting,tax,treasury,and risk management.Welcome to our board of directors.Apart from Ian McHoul(who joined the board on 24 Janu
198、ary 2018),all served throughout the period.No other person was a director during the period.DIRECTORS REPORTFor the 52 weeks ended 2 April 2018EEDADSGRLNMIMPDSRTCTSYTRYOUNG&CO.S BREWERY,P.L.C.ANNUAL REPORT 201819Nick MillerNON-EXECUTIVECommenced roleApril 2017Skills and experienceNick has a wealth o
199、f industry 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 Miller,the multinational brewing and beverage company.Nick has an excellent reputation in our industry.He is a pa
200、rticularly 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 executive.He has brought a strong and valuable external perspective to the board.With his recent executive exper
201、ience,strength of character and willingness and ability to engage,he is well placed to lead the remuneration committee.Other relevant external appointmentsHogs Back Brewery Limited(director)a Surrey-based brewerHigsons 1780 Limited(observer and consultant)a Liverpool-based brewerIan McHoulNON-EXECUT
202、IVECommenced 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(2017-18)and Bellway Plc(2018 to date).Most recently,Ian
203、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 licensed retail industry in a variety of positions(1985-2008).With his considerable experience,his contribution both in and outside of board meet
204、ings 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,especially Steve Robinson.Other relevant external appointmentsBellway Plc(director)a major listed UK residential property developer based in Newcastle upon TyneBritvic
205、 Plc(director)a major listed UK producer of soft drinks based in Hemel HempsteadTorquil Sligo-YoungINFORMATION RESOURCESCommenced roleJanuary 1997Skills and experienceTorquil joined in 1985 and has held various positions in Youngs.With his broad experience,he has overall responsibility for the group
206、s technological needs and for health and safety here,he delegates to experienced internal and external teams and oversees management of these areas.He heads up the in-house corporate social responsibility team and is chairman of a charitable trust set up by William Allen Young,a founder of the busin
207、ess.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 of Youngs Pension Trustees Limited(see below).Torquil brings a calmness to his position and,being a me
208、mber 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 secondary,primary and nursery educationFriends of Holy Cross Hospital(chairman of the trustees)supports the w
209、ork of the hospitalWilliam 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 SchemeTracy ReadPEOPLECommenced roleSeptember 2016Skills and experienceTracy has overall responsibility for
210、people matters,including personnel,training and development.She joined Youngs in January 2015;before that,during eight years at The Orchid Group,another pub company,she held a number of roles,most recently Head of People.Tracy is experienced in delivering training and development programmes to suppo
211、rt the companys strategy and help ensure the business has the right people and culture throughout it.She has a clear understanding of the groups premium-led strategy and her focus is on what is required to deliver that from a people perspective,remaining ever mindful of equality and gender diversity
212、.Tracy leads by 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(
213、becoming senior 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 seni
214、or managing director 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 ho
215、spitality.He brings 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 tradi
216、ng house focussing on mid and small-cap companiesTrish CorzineNON-EXECUTIVECommenced roleJanuary 2015Skills and experienceWith the majority of her career in the restaurant industry,Trish brings to the board more detailed knowledge and understanding of this part of the hospitality and leisure sector.
217、This experience 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.Strategic report D
218、irectors report Financial statements Shareholder informationCommittee membership Executive committee Audit committee Remuneration committee Disclosure committee Chair of committeeERDAEDEDARARARA20Directors interests in the companys share capitalSet out below are the interests in the companys share c
219、apital of 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 54.Non-voting As at A shares sharesStephen Goodyear(i),(ii)Beneficial 2 April
220、 2018 224,001 3 April 2017 240,930 Patrick Dardis(i),(ii)Beneficial 2 April 2018 82,772 3 April 2017 79,195 Steven Robinson(i)Beneficial 2 April 2018 30,569 3 April 2017 20,620 Torquil Sligo-Young(i),(ii),(iii)Beneficial 2 April 2018 301,980 3 April 2017 305,016 Trustee 2 April 2018 4,154,340 649,91
221、4 3 April 2017 4,154,340 649,914Tracy Read(i)Beneficial 2 April 2018 2,579 3 April 2017 Roger Lambert Beneficial 2 April 2018 5,250 5,000 3 April 2017 5,250 5,000Trish Corzine Beneficial 2 April 2018 1,000 5,000 3 April 2017 1,000 5,000Nick Miller(iv)Beneficial 2 April 2018 55,000 Ian McHoul(iv)Bene
222、ficial 2 April 2018 (i)Also interested in 7,345(2017:66,991)A shares held in trust by RBT II Trustees Limited see note 29 on page 74.(ii)Also interested in 337,067(2017:337,067)A shares held in trust by Youngs Pension Trustees Limited see note 29 on page 74.(iii)Torquil and various members of his im
223、mediate family are discretionary beneficiaries under trusts holding 836,368(2017:836,368)of the A shares and 553,866(2017:553,866)of the non-voting shares in respect of which Torquil Sligo-Young is shown as trustee in the above table.(iv)No comparative numbers are shown for Nick or Ian as they were
224、not directors as at 3 April 2017.Profit and dividendsThe profit for the period attributable to shareholders was 30.1 million.The directors recommend a final dividend for the period of 10.20 pence per share(which,subject to approval at the AGM,is expected to be paid on 12 July 2018 to shareholders on
225、 the register at the close of business on 8 June 2018).When added to the interim dividend of 9.41 pence per share paid in December 2017,this would produce a total dividend for the period of 19.61 pence per share.Disclosure of information to the auditor Each of the directors shown on pages 18 and 19
226、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 which 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
227、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 interpreted in accordance with section 418 of the Companies Act 2006.Qualifying indemnity provisions The companys articles of association contains an indemnity prov
228、ision for the benefit of the directors;this provision,which is a qualifying third party indemnity provision,is in force at the date of this report and applied throughout the period for the benefit of those who were then directors of the company.An additional qualifying third party indemnity provisio
229、n is also in force at the date of this report;this benefits,amongst others,the executive directors and Stephen Goodyear,and relates to certain losses and liabilities which they may incur in connection with certain property-related matters.Important events since the end of the period and likely futur
230、e developmentsAs permitted under section 414C(11)of the Companies Act 2006,the directors have chosen to include in the strategic report (on pages 1 to 17)particulars of important events affecting the group which have occurred since the end of the period and an indication of likely future development
231、s in the groups business.Donations No political donations were made.Financial instruments and related mattersIncluded in note 23 on page 64 are the groups financial risk management objectives and policies and an indication of the groups exposure to certain risks.DIRECTORS REPORTContinuedYOUNG&CO.S B
232、REWERY,P.L.C.ANNUAL REPORT 201821EmployeesConsiderable importance is placed on communications with employees and so,within the limitation of commercial confidentiality and security,Youngs provided them with information concerning trading,development and other appropriate matters.It did this at many
233、levels throughout the business,both formally and informally,including through management presentations.It also consulted regularly with employees and their representatives thereby enabling the board to have regard to their views when making decisions likely to affect their interests;in connection wi
234、th this,Youngs continued to operate an information and consultation committee with its members being drawn from departments based at Riverside House in Wandsworth.The companys integrated appraisal and development process,designed to improve communications and the companys performance,remained in pla
235、ce,and the company continued to operate a bonus scheme for eligible employees.To encourage further involvement in the groups performance,the company invited all employees of the group who had been continuously employed on and from the start of the period to join the groups savings-related share opti
236、on scheme for 2017.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 1,066 pence per share,being a discount of just under 20%to the market price at the time the invitations were issued.Youngs mainta
237、ined 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 the company and arranging t
238、raining 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 22 to 34.That report forms p
239、art 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 of the resolutions being pro
240、posed are set out on pages 77 to 81.Notifications of major holdings of voting rights As at 2 April 2018 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 13.81%Caroline Chelton 11.70%Octopus Investments Nomi
241、nees Ltd 6.04%On 20 April 2018,James Young notified the company that his holding had then changed to 12.99%.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 3 April 2018 and 20 May 2018,both dates i
242、nclusive.Statement of certain responsibilities in relation to the financial statements 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
243、accordance with International Financial Reporting Standards as adopted by the European 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 state
244、ments(as opposed to the ones for the group),the directors have chosen to prepare them under IFRS too.In preparing the financial statements,the directors have to make judgements and accounting estimates that are reasonable and prudent,select suitable accounting policies and then apply them consistent
245、ly,and information,including accounting policies,must be presented in a manner that 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.
246、Under the Companies Act 2006,the directors are responsible for keeping accounting records 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.They
247、 are also responsible for safeguarding the assets of the group and the company 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 17)and the financial s
248、tatements for the period ended 2 April 2018 have been drawn up and presented 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 Secretary23 May 2018
249、Canaccord Genuity Group Inc.5.55%Lindsell Train Limited 5.28%BlackRock Investment Management(UK)Ltd 5.00%Helena Young 3.12%Strategic report Directors report Financial statements Shareholder information22CORPORATE GOVERNANCE REPORT We firmly believe that by encouraging the right way of thinking and b
250、ehaving 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.Dear fellow shareholder,I am incredibly proud to have been part of t
251、he Youngs story for many years now.Its success has not come without its challenges and has been against a continually changing political,legal and regulatory backdrop.A constant,however,has been the need to adapt and for the governance infrastructure that supports our business to evolve accordingly.
252、Back in 2005Those,like me,who were shareholders back in 2005 may well remember that Youngs moved from the Official List to AIM in July of that year.As a result,and as was explained at the time,the Combined Code(now known as the UK Corporate Governance Code)ceased to apply directly to us;no equivalen
253、t requirement applied to companies on AIM.The Combined Code set out standards of good practice for listed companies on board composition and development,remuneration,shareholder relations,accountability and audit.Despite the Combined Code no longer applying to us,the board remained committed to good
254、 corporate governance in the management and operation of the groups business;it continued the good habits instilled from our time on the Official List and chose to use as a guide the Quoted Companies Alliance Corporate Governance Code for Small and Mid-Size Quoted Companies 2013(the“QCA Code”).It wa
255、s felt that this was appropriate as the QCA Code adopted key elements of the UK Corporate Governance Code,policy initiatives and other relevant guidance and then applied those to the needs and particular circumstances of small and mid-size quoted companies on a public market.Now In March 2018,the Lo
256、ndon Stock Exchange introduced a new rule applicable to Youngs as a company on AIM;going forward,we will be required to apply a recognised corporate governance code and will have to provide details of it on our website and then explain how we comply with that code and include reasons where we have d
257、eparted from it.This information is to be reviewed annually and our website will need to include the date on which this was last done.This rule takes effect from 28 September 2018.Towards the end of April 2018,the Quoted Companies Alliance released a new and fully updated QCA Corporate Governance Co
258、de.As a board,we are currently considering this and its impact on the groups corporate governance arrangements.We will confirm in due course,via disclosure on our website,the code we decide to apply.OngoingAs Chairman,it remains my responsibility,working with my fellow board colleagues,to ensure tha
259、t good standards of corporate governance are embraced throughout the group.As a board,we set clear expectations concerning the groups culture,values and behaviours.By way of example,each person starting at one of our pubs receives a training journal designed to support them through their induction t
260、his not only covers our vision and values,but also explains how we go about caring for our customers,right from their decision to come to our pub through to a goodbye at the end of their visit.This is so important if we are to develop our people to delight our customers.The learnings from this four-
261、week induction programme then become instinctive over a member of staffs time with us.We firmly believe 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 ou
262、r premium,customer-focussed,people-led strategy and deliver value for our shareholders.Within this framework,those managing our pubs are encouraged to be entrepreneurial,supported by policies,processes and an extensive training program.We accept that simply setting expectations is insufficient and s
263、o the board understands how important 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 so
264、metimes,just fading into the background with a pint(or two)of Youngs whilst observing and listening can be really educational.Our relatively informal approach here is supported by more formal processes,such as a customer mystery diner program and staff appraisals.Together,these lead the board to bel
265、ieve that the group has a healthy corporate culture throughout the business.Shareholder engagementI am ever mindful of the need to ensure that we regularly engage with you,our shareholders.On page 29 weve set out what we do in this regard;the AGM is a key part of this and I look forward to meeting w
266、ith you at this years AGM in Wandsworth on Tuesday,10 July 2018.Stephen GoodyearChairman23 May 2018Stephen Goodyear,ChairmanYOUNG&CO.S BREWERY,P.L.C.ANNUAL REPORT 201823Leadership Board compositionThe board is made up of a non-executive chairman:Stephen Goodyear;four executive directors:Patrick Dard
267、is,Steven Robinson,Torquil Sligo-Young and Tracy Read;and four further non-executive directors:Roger Lambert,Trish Corzine,Nick Miller and Ian McHoul.Their skills and experience are summarised on pages 18 and 19.The role of the board and its committeesThe boardThe board is collectively responsible f
268、or the success of the company and the business and management of the group.Its role includes:approving the groups long-term objectives,commercial strategy and annual budgets;approving acquisitions and disposals;ensuring maintenance of sound management and internal control systems;and overseeing the
269、groups operations,ensuring competent and prudent management,sound planning,adequate accounting and other records,and compliance with statutory and regulatory obligations.The board governs through its executive management and via committees,the principal ones of which are set out below.Strategic repo
270、rt Directors report Financial statements Shareholder informationExecutive committeeAudit committeeRemuneration committeeDisclosure committeeIt is responsible for the daily running of the group and the execution of approved policies and the business plan.It usually meets on a weekly basis,with member
271、s 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 internal perspective).Further details on the committees responsibilities and activities are on page
272、s 30 to 33.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 page 34.Its primary function is to assist the company in making timely and accurate disclosure of any inf
273、ormation required to be disclosed in order to meet legal and regulatory obligations.Chairman:Patrick DardisOther members:Steven RobinsonTorquil Sligo-YoungTracy ReadChairman:Roger LambertOther members:Stephen GoodyearTrish CorzineNick MillerIan McHoulChairman:Nick MillerOther members:Roger LambertTr
274、ish CorzineChairman:Steven RobinsonOther members:Patrick DardisTorquil Sligo-YoungTracy ReadThe terms of reference for the audit,remuneration and disclosure committees can be found in the investors section of www.youngs.co.uk.24Board meetings and activities during the periodMeetingsThe board meets e
275、very two months,with additional meetings arranged as required.It met 11 times during the period;this included a strategy day 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
276、 up-to-date with the groups business and how particular pubs are performing.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.Th
277、e agendas are prepared by the company secretary and agreed with the chairman 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 m
278、aterial claims against the group.At the meetings,the executive directors expand 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 b
279、oard meetings on the proceedings of their committees;with some exceptions on remuneration matters,the minutes of those committee meetings are also circulated to members of the board.Autumn strategy meetingThe board is joined by relevant departmental heads to discuss the groups strategy.This in-depth
280、 day 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 budgets for the following year and develop longer-term plans.The key matters covered at this years strategy meeting were:a half-year trading update;
281、the groups long-term business plan;financing/debt options;and challenges and capacity for growth within the groups current capital and operating structure.From time to time,senior managers are invited to attend board meetings to provide updates on developments in their areas of responsibility.Open a
282、nd constructive debate in meetings is always encouraged by the chairman 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
283、in relation to ad hoc matters that need considering between meetings.The directors also receive,at least on a weekly basis,the groups sales numbers,and,on a monthly basis,a management accounts pack containing,amongst other things,a summary of the groups financial and non-financial performance,sales
284、information for drink and food and the groups financial position and cash flow.There are 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
285、where a director has an interest that conflicts,or may possibly conflict,with the interests of the company;this is set out in article 63 of the companys articles of association.CORPORATE GOVERNANCE REPORTContinuedYOUNG&CO.S BREWERY,P.L.C.ANNUAL REPORT 201825Strategic report Directors report Financia
286、l statements Shareholder informationCategory ExamplesStrategy and managementExtension of the groups activities into new business or geographic areas;cessation of the operation of all or any material part of the groups business.Structure and capitalChanges relating to the groups capital structure;maj
287、or changes to the groups corporate or management and control structure;changes to the companys listing or its status as a plc.Financial reporting and controlsApproval of the following:annual report and accounts,preliminary announcements of results,significant changes in accounting policies or practi
288、ces,treasury policies,certain unbudgeted capital or operating expenditure;declaration or recommendation of dividends;review and approval of expenditure authorisation limits.ContractsContracts in the ordinary course of business material strategically or by reason of size;contracts not in the ordinary
289、 course of business;major investments.CommunicationApproval of resolutions,circulars,prospectuses and press releases concerning matters decided by the board.Board membership and other appointmentsChanges to the structure,size and composition of the board;ensuring adequate succession planning for the
290、 board and senior management;board appointments;selection of the chairman and the chief executive;appointment of the senior independent director;membership and chairmanship of board committees;continuation in office of directors;appointment or removal of the company secretary;appointment,reappointme
291、nt or removal of the external auditor to be put to shareholders for approval.RemunerationApproving the remuneration 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
292、authorityDivision of responsibilities between the chairman and the chief executive;establishing board committees 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
293、 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 companys articles of association.Policies and proceduresApproval of the following:manual on co
294、mpliance with the AIM Rules and aspects of the Market Abuse Regulation,companys insider list manual,dealing code,anti-bribery policy,whistleblowing policy and health and safety policy.Matters reserved for the board The board has a formal written schedule of matters reserved for its review and approv
295、al;this schedule includes those matters described in The role of the board and its committees section on page 23 as well as those in the following table.26Particular matters considered during the period Excluding those matters that generally come up each year and the strategy day(see previously),the
296、 boards key activities in the period surrounded:a review of the groups activities as part of its commitment to combatting slavery and human trafficking,culminating in the approval of a slavery and human trafficking statement,a copy of which is available on www.youngs.co.uk;consideration of the group
297、s debt structure,leading to the borrowing of 20 million(see note 23 on pages 64 to 67)to enable an equivalent sum to be repaid to the Royal Bank of Scotland plc,and a re-financing of the groups 75 million revolving credit facility(see note 23);consideration of the groups brand licence and drinks sup
298、ply arrangements with Charles Wells Brewery Ltd and their novation to a wholly-owned subsidiary of Marstons plc;the decision for both Roger Lambert and Trish Corzine to continue in office following the expiry of their fixed terms of office and the new appointment of Ian McHoul as an additional non-e
299、xecutive director;the review and approval of updates to various of the companys compliance manuals,including the manual on compliance with the AIM Rules and aspects of the Market Abuse Regulation;discussions regarding the triennial valuation of the groups pension scheme,including the financial assum
300、ptions underlying it,appropriate future contribution rates and the introduction of a contingent asset arrangement(see note 25 on page 69);the use of some of the shares held in the Ram Brewery Trust II to satisfy the exercise of options under the companys Save-As-You-Earn(“SAYE”)scheme;the impact(fro
301、m May 2018)of the General Data Protection Regulation on the groups operations;consideration of developments in marketing and the groups proposed plans to deliver innovative marketing activities to meet customers needs and raise expectations;consideration of the groups corporate governance arrangemen
302、ts;and approval and publication of the companys tax strategy and its gender pay gap information.Directors and the company secretaryRoles and responsibilitiesThere is a clear division of responsibility at the head of the company.CORPORATE GOVERNANCE REPORTContinuedChairman:is responsible for:Chief Ex
303、ecutive:has overall responsibility for:leading an effective board;fostering a good corporate governance culture;and ensuring appropriate strategic focus and direction.proposing the strategic focus to the board;implementing the strategy once it has been approved;and managing the groups business.Senio
304、r Independent DirectorExecutive directorsActs as a sounding board for,and provides support and advice to,the chairman and other board members.Also available to shareholders and any of the directors should they have a concern that cannot be raised through the normal channels.All have particular roles
305、 and areas of responsibility see above and pages 18 and 19.They are responsible for the day-to-day running of the business.Non-executive directorsCompany secretaryAre required,amongst other things,to constructively challenge and contribute to the development of strategy,to scrutinise the performance
306、 of management in meeting agreed goals and objectives and to monitor the reporting of performance.They play their part by being knowledgeable business people who bring a wide range of skills and experiences to the board.Acts as a channel through which the directors,particularly the non-executives,ga
307、in an understanding of the workings of the company.All the directors are entitled to seek advice from him and he provides guidance and information to all of them.He also plays a key part in helping the board ensure that it is aware of,and that the company meets,its regulatory obligations.YOUNG&CO.S
308、BREWERY,P.L.C.ANNUAL REPORT 201827Strategic report Directors report Financial statements Shareholder informationAttendance at board and committee meetingsIndependence The board asserts,based on its experience that all the non-executive directors act independently in character and judgement.It is rec
309、ognised that only Trish Corzine and Ian McHoul can be considered independent when judged against the UK Corporate Governance Code.The board,however,considers Roger Lambert to be independent despite having served on the board for more than 9 years.In reaching this conclusion,the board considered the
310、length of Rogers period in office,his other external commitments,the objective manner in which he has provided support to the chairman and other board members and his strength of character and attitude of mind.Nick Miller is also regarded as independent by the board even though he was,up until 31 Ma
311、rch 2016,a director of the Meantime Brewing Company,a supplier to the group.In looking at Nicks position,the board concluded that there was nothing to suggest that his former directorship was likely to affect,or could appear to affect,his judgement,particularly as he did not become a director of the
312、 company until after he had left Meantime and he is not involved in decisions as regards the groups supply arrangements.Having recently been the companys chief executive,Stephen Goodyear is not independent.Balance and size The directors consider that the board is well-balanced and has the right numb
313、er of members for the size of the group.Nominations,appointments and inductionsIn practice,the chairman and the chief executive lead on the board nomination and appointment process.They consider the balance of skills,knowledge and experience on the board and make appropriate recommendations for cons
314、ideration by the whole board.This process has been used effectively for a number of years and has led the board to remain of the view that it should continue to operate in this way rather than through a more formal nomination committee.Other senior appointments are made by the chief executive in dis
315、cussion with the chairman.New directors undertake a tailored induction programme,as appropriate,and receive education and training on the AIM Rules from the companys nominated adviser.The company secretary spends time with new directors ensuring they understand the key procedures they need to comply
316、 with and he also provides them with an induction pack covering or containing:regulatory matters(e.g.the companys articles of association,the AIM Rules,the companys manual on compliance with the AIM Rules and aspects of the Market Abuse Regulation,the companys insider list manual and a note on direc
317、tors duties);internal policies(e.g.anti-bribery;pub purchases,pub refurbishment projects and schedule of matters reserved for the board);internal information(e.g.diary dates and D&O certificates);public information(e.g.latest annual and interim reports and any circulars issued in the last 12 months)
318、;and terms of reference for the audit,remuneration and disclosure committees.Meeting attendance Board(i)Audit committee Remuneration committeeNumber of meetings 10 3 4Stephen Goodyear 10 3-Patrick Dardis 10-Steven Robinson 10-Torquil Sligo-Young 10-Tracy Read 10-Roger Lambert 10 3 4Trish Corzine 8 3
319、 3Nick Miller 8 2 4Ian McHoul(ii)3 1-(i)Does not include the autumn strategy meeting.(ii)Ian was appointed to the board in January 2018 he attended all the meetings he was eligible to attend.28Re-appointment of directors and notice periodsOnce appointed,the companys articles of association ensure th
320、at any new director is subject to re-appointment by the companys voting shareholders at the next AGM this applies to Ian McHoul at this years AGM.Directors are then subject to a further re-appointment vote every third AGM after that this applies to Torquil Sligo-Young,Roger Lambert and Trish Corzine
321、 at this years AGM.All are seeking re-appointment.Subject to shareholder re-appointment,the executive directors have been appointed for indefinite periods and are generally entitled to not less than one years notice if the company wishes to terminate their appointment.In return,the executive directo
322、rs have to give not less than the notice shown in the table below if they wish to leave.The non-executives have been appointed for fixed terms which are terminable earlier by them or the company giving not less than six months notice and they are likewise subject to shareholder re-appointment.The ex
323、piry dates of their current fixed terms are shown in the following table:Time commitmentThe executive directors are expected to devote substantially the whole of their time,attention and ability to their duties,whereas,as one would expect,the non-executives have a lesser time commitment.Apart from t
324、he chairman,who has agreed to spend 30-50 days a year on work for the company,it is anticipated that each of the non-executives will dedicate 15 days a year.The non-executive directors have all confirmed that they are able to allocate sufficient time to meet the expectations of their role,and they a
325、re required to obtain the chairmans agreement(or,in the case of the chairman,the chief executives agreement)before accepting additional commitments that might affect the time they are able to devote.Service contracts and letters of appointmentCopies of the executive directors service contracts and c
326、opies of the letters of appointment of the non-executive directors are available for inspection at the companys registered office.Training,development and adviceFrom time to time,the directors,as appropriate,attend training courses,conferences and/or industry forums,read technical and other journals
327、 and undertake online learning to keep up-to-date on various matters.They also attend relevant specialist briefings,some of which form part of board or executive committee meetings.The directors,executive and non-executive,regularly spend time out in the trade with fellow directors,shareholders,memb
328、ers of staff,colleagues and friends:this helps to keep them up-to-date with the groups operations,developments in the market and the competition.Once a year,the company secretary provides education and training to the executive directors on the companys manual on compliance with the AIM Rules and as
329、pects of the Market Abuse Regulation,and to all the directors on the companys dealing code.The companys nominated adviser also provides education and training to all the directors annually on the AIM Rules.Subject to certain limitations,all the directors are entitled to obtain independent profession
330、al advice at the companys expense.J.P.Morgan Cazenove and Slaughter and May are advisers to the board.The former is the companys nominated adviser and joint broker;in its capacity as nominated adviser,it is responsible to the London Stock Exchange for providing advice and guidance in relation to the
331、 companys continuing obligations resulting from its admission to AIM.Slaughter and May is an international law firm headquartered in London that the board calls on for legal advice and services from time to time.CORPORATE GOVERNANCE REPORT ContinuedExecutive directorsNotice period from the directorN
332、on-executive directorsFixed term expiry dates Patrick DardisSteven RobinsonTorquil Sligo-YoungTracy ReadOne yearOne yearSix monthsOne yearStephen GoodyearRoger LambertTrish CorzineNick MillerIan McHoul3 April 2020 31 July 2020 11 January 2021 3 April 2020 23 January 2021YOUNG&CO.S BREWERY,P.L.C.ANNU
333、AL REPORT 201829Performance evaluationThe chief executive currently conducts rigorous annual performance appraisals of the three executive directors that report to him,supported by monthly 1:1 meetings.The chairman,on behalf of the board,has agreed to look into performance evaluation of the other directors,the board(taken as a whole)and the boards committees;this will be done in conjunction with t
0731-84720580
sgpjbg002
工作日 9:30 - 18:00
研報
新質生產力
DeepSeek?
低空經濟
大模型
AI Agent
AI Infra
具身智能
自動駕駛
寵物
銀發經濟
人形機器人
企業出海
算力
微短劇
薪酬
白皮書
創新藥
人工智能
AI產業
信息科技
互聯網
消費經濟
汽車交通
電商零售
傳媒娛樂
醫藥健康
投資金融
能源環境
地產建筑
傳統產業
英文報告
其它
最新報告
中英對照
全文搜索
報告精選
PDF上傳翻譯
多格式文檔互轉
入駐&報告售賣
會員權益
機構報告
券商研報
財報庫
專題合集
英文報告
數據圖表
會議報告
其他資源
行業聚焦
芯片產業
熱點概念
全球咨詢智庫
人工智能
500強
新質生產力
會議峰會
新能源汽車
企業年報
互聯網
公司研究
行業綜觀
消費教育
科技通信
醫藥健康
人力資源
投資金融
汽車產業
物流地產
電子商務
傳統產業
傳媒營銷
其它
2025低空經濟/低空產業報告合集（共49套打包）
2025年智算中心/AIDC/AI數據中心研究報告合集（共37套打包）
AI、科技與通信
廣告、傳媒與營銷
消費、零售與支付
HR、文化與旅游
金融、保險與投資
能源、環境與工業
醫療制藥與大健康
物流、地產與建筑
其他行業
AI ? 科技 ? 通信
數字化
金融財經
智能制造
電商傳媒
地產建筑
醫療醫學
能源化工
其他行業
收藏
下載
2025-05-20
AI查數
行業數據
政策法規
商業模式
產業鏈
競爭格局
市場規模
產業概述
其它
2025年
AI讀財報
年報
一季報
半年報
三季報
IPO招股書
社會責任報告
A股
IPO申報
港股
美股&全球
新三板
掃碼登錄
手機快捷登錄
賬號登錄
