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BuildingBuilding
advantage
on our
Annual Report and Accounts 2023/24
Premier Inn Swindon Town Centre, our first all-renewable energy hotel
Our year at a glance
Statutory revenue
£2,960m
2022/23 £2,625m
Adjusted profit before tax†
£561m
2022/23 £413m
Statutory basic earnings
pershare†
161.0p
2022/23 138.4p
Adjusted operating cash flow†
£787m
2022/23 £719m
Total shareholder returns*
£756m
2022/23 £119m
Statutory profit before tax
£452m
2022/23 £375m
Adjusted basic earnings
pershare†
206.9p
2022/23 162.9p
Dividend per share
97.0p
2022/23 74.2p
Lease-adjusted net debt to
adjusted EBITDAR†
2.9x
2022/23 2.6x
Whitbread owns Premier Inn, the UK’s biggest
hotel brand, operating over 85,000 rooms in over
850 hotels. We also have a significant and growing
presence in Germany, where we have 59 hotels
open and where we are determined to replicate our
UK success to become the number one hotel brand.
Our scale and passion for excellence mean
we can deliver a great guest experience at an
attractive price whilst also continuing to invest
inouroperations.
* Total shareholder dividends and share
buy-backs paid in 2023/24.
† See pages 231 to 237 for definitions of
alternative performance measures. This
footnote is referenced throughout the report.
Throughout this report and unless stated
otherwise, all percentage growth
comparisons are made comparing the
latest year (2023/24) performance with
that of the prior year (2022/23).
Whitbread PLC Annual Report and Accounts 2023/24
STRATEGIC REPORT G F O 1
Guest proposition
Contents
Strategic report
2 Purpose roadmap
3 Brands and locations
4 Why invest?
6 Chairman’s statement
8 Chief Executive’s review
12 Strategy in action:
Guestproposition
14 Business model
16 Strategy and KPIs
18 Stakeholder engagement
24 Strategy in action: Estate
growth and optimisation
26 UK market drivers
28 UK strategy
30 UK performance
32 German market drivers
34 German strategy
36 German performance
38 Strategy in action: Technology
40 Long-term growth strategy
and performance
42 Chief Financial
Officer’sreview
46 Strategy in action: Teams
48 Chief People Officer’s review
56 Strategy in action: Force
forGood
58 Force forGood: Strategy
60 Force forGood: Materiality
61 Force forGood: Opportunity
62 Force forGood: Community
63 Force forGood: Responsibility
64 Risk management
66
Principal risks and uncertainties
72 Viability statement
73
Non-financial and sustainability
information statement
74 Climate-related financial
disclosures
Governance
98 Corporate governance
ataglance
100 Chairman’s statement
102 Corporate governance
statement
104 Board leadership and
company purpose
106 Division of responsibilities
107 Board of Directors
111 Executive Committee
112 Composition, succession
andevaluation
114 Nomination Committee report
116 Audit Committee report
122 Remuneration Committee
report
126 Remuneration at a glance
128 Directors’ remuneration policy
129
Annual report on remuneration
142 Directors’ report
148 Directors’ responsibility
statement
149 Independent limited
assurance report
Consolidated accounts
2023/24
153 Independent auditor’s report
162 Consolidated income
statement
162 Earnings per share
163 Consolidated statement of
comprehensive income
164 Consolidated statement of
changes in equity
165 Consolidated balance sheet
166 Consolidated cash flow
statement
167 Notes to the consolidated
financial statements
Whitbread PLC Company
accounts 2023/24
217 Company balance sheet
218 Company statement
of changes in equity
219 Notes to the Company
financial statements
Other information
230 Glossary
231 Alternative performance
measures
238 Shareholder services
Our sustained programme of investment across all areas
of our operations is driving our differentiated and proven
business model to deliver attractive levels of return.
Teams
Technology
A Force for Good Governance
Find out more online
www.whitbread.co.uk/
See page 56 See page 98
Find out more about
ForceforGood in our
ESGReport 2023/24
See page 46
See page 12
Estate growth
and optimisation
See page 24 See page 38
BuildingBuilding
advantage
on our
Whitbread PLC Annual Report and Accounts 2023/24
2 STRATEGIC REPORT
“ Our ambition is to
be the world’s best
budget hotel brand.”
Dominic Paul
Chief Executive
Strategic framework
Force for Good is our long-established
sustainability programme. Within
each aspect of our business strategy
are stretching targets that are fully
embedded across ourbusiness.
Opportunity
Supporting our team members so they
canreach their potential with no barriers
toentry and no limits to ambition
Community
Making a meaningful contribution to the
customers and communities we serve
Responsibility
Always operating in a way that respects
people and the planet
Find out more online
www.whitbread.co.uk
See page 58
Force for Good
To provide quality, affordable hotel
rooms to our guests, to help them to
live and work well and to positively
impact the world around us.
With no barriers to entry or limits to
ambition, we will provide meaningful
work, skills and career development
opportunities for our teams.
See page 52
What
sets us
apart?apart?
Our purpose
PURPOSE ROADMAP
s
u
p
p
o
r
t
l
o
n
g
-
t
e
r
m
g
r
o
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t
h
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o
c
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s
o
n
o
u
r
s
t
r
e
n
g
t
h
s
i
n
t
h
e
U
K
See pages 16 to 17
G
r
o
w
a
n
d
i
n
n
o
v
a
t
e
E
n
h
a
n
c
e
o
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r
c
a
p
a
b
i
l
i
t
i
e
s
t
o
t
o
g
r
o
w
i
n
G
e
r
m
a
n
y
Force for
Good
Whitbread PLC Annual Report and Accounts 2023/24
STRATEGIC REPORT G F O 3
BRANDS AND LOCATIONS
United Kingdom
Our largest and most profitable market is
driven by high volumes of domestic travel
with additional inbound travel from
international markets. With a significant
decline in the independent sector and
limited new room growth from other
branded operators, a favourable supply
backdrop is expected to continue for a
number of years.
Germany
The German hotel market is 40% larger
than the UK and shares a number of
attractive structural characteristics that
helped drive Premier Inn’s success in the
UK. Having grown rapidly in recent years,
we are on course to become Germany’s
number one hotel brand, delivering
profitable growth and attractive
long-term returns on capital.
Long-term ambition to become
No.1
Where we operate
1
Hotels
Food and beverage
Food and beverage, especially a hot breakfast, is a key part of the overall guest
experience at Premier Inn. Our guests have access to either an unbranded integrated
restaurant within the hotel or a branded restaurant just next door.
Read more on pages 26 to 29
‘hub by Premier Inn’ offers a more compact, digitally
advanced in-room experience at a great price in prime
locations. With 17 hub hotels already open across
London andEdinburgh, we have a committed
pipelinetoopen more sites over the nextfew years.
Premier Inn is the largest hotel brand in the UK and has a growing
presence inGermany. Our consistent guest proposition is synonymous
with providing high-quality and great value hotel rooms. We have a
long runway for growth; with our committed and future pipeline, as
well as our extensions programme, we will reach at least 97,000+ open
rooms in the UK by 2028/29.
Open rooms
3
10,500
Our brands
UK long-term room potential
125,000
Open rooms
2
85,000
1 As at 29 February 2024.
2 Includes six sites in Ireland, one site in each of
Guernsey and the Isle of Man and two sites in Jersey.
3 Includes one site in Austria.
4 Sites where the Group has a legal interest in a
property with the intention of opening a hotel
in the future.
Committed pipeline
4
7,000
Committed pipeline
4
6,000
Read more on pages 32 to 35
Whitbread PLC Annual Report and Accounts 2023/24
4 STRATEGIC REPORT
With over 85,000 rooms open and a further 7,000 rooms
in our pipeline, we have significant growth potential of up
to 125,000 rooms across the UK and Ireland. The structural
shift in UK hotel supply following the pandemic and a
subdued pipeline of new build hotels means we do not
expect UK supply to recover to 2019 levels until at least
2028. Our in-house acquisition team, large freehold
portfolio and flexible approach to property ownership
means that we are well-placed to take advantage of
thissignificant market opportunity and can add rooms
through new sites and extensions.
WHY INVEST?
Whitbread owns Premier Inn, the UK’s largest
hotel brand, and is also on course to become
the number one hotel brand in Germany. The
Group employs over 38,000 people and is a
long-term constituent of the FTSE 100 index.
Investment case
1 | Long-term UK growth opportunity
Open and
committed
rooms
Mid-term
rooms
target
92,000
97,000+
125,000
The opportunity to create substantial value in Germany
is significant. With similar characteristics to the UK market,
Germany has a large and declining independent sector
but, unlike the UK, has no clear leader in the branded
budget segment. Following the opening of our first
hotel
in 2016, we have grown rapidly through a combination
of
both organic growth and acquisitions. At the end of
2023/24, we had a total of 93 hotels in our open and
committed
pipeline, making us one of the largest
operators in the market. We have committed £1.1bn
ofcapital and have a clear strategy in place to become
the number one hotel brand in Germany and reach
long-term returns on capital of between 10–14%.
Our operating model gives us a significant competitive
edge. Ownership of all aspects of our operations ensures
the delivery of a consistent, high-quality product,
whilst our scale and financial discipline mean we can
continue to offer great value for our guests. Our in-house,
centralised approach to revenue management integrates
digital marketing into our trading strategy, helping us
to maximise revenue. Almost all of our bookings are
made direct, significantly lowering our acquisition and
retention costs.
We are evolving our offer to ensure that we uphold our
brand promise and continue to delight our guests. Our
food and beverage offer drives incremental RevPAR
and our planned changes to optimise our offer will
further enhance the guest experience. Our Force for
Good sustainability programme ensures we are contributing
positively to the communities where we operate.
YouGov BrandIndex
1
Open hotels*
59
Pipeline hotels
34
2 | Unlocking value in Germany
3 | Differentiated operating model delivers a market-leading customer proposition
Long-term
potential rooms
Quality
Hilton
Marriott
Premier Inn
Crowne
Plaza
Best
Western
Holiday Inn
Airbnb
Holiday Inn Express
Ibis
Travelodge
30
40
20
10
0
10 20 30 40
50
Value
1 YouGov BrandIndex Quality & Value scores as at 29 February 2024 based on a nationally representative 52-week moving average.
* Includes one hotel in Austria.
Premier Inn UK Return on capital
Whitbread PLC Annual Report and Accounts 2023/24
STRATEGIC REPORT G F O 5
Our vertically integrated business model, continued
capital discipline and diligent execution of our business
strategy have combined to deliver strong growth and
attractive rates of return. This year, our UK business
reached record levels of returns whilst we continued
togrow our estate.
Since 2019/20, we have added almost 7,000 rooms
across the UK and Ireland and increased our return on
capital employed† (ROCE).
In 2023/24, our UK estate stood at over 85,000 rooms
and we achieved ROCE† of 15.5%. We aim to drive this
higher through optimisation of our estate, as wellas a
series of commercial initiatives and operating efficiencies.
Whilst still in its early stages of development, we believe
that our German business, once mature, will deliver
strong growth and attractive long-term returns.
COVID-19 pandemic
85k
65k
68k
72k
76k
79k 79k
82k
84k
59k
Number of UK rooms Premier Inn UK ROCE†
13.5%
12.9%
13.0%
13.4%
13.3%
11.2%
2.3%
12.9%
15.5%
(14.4)%
With an upgraded investment grade
2
rating of BBB,
atthe year-end we had net debt† of £298m. We have
a strong balance sheet that underpins our confidence
in being able to continue to invest, even through
periods of macroeconomic uncertainty. Our balance
sheet is backed by a substantial freehold property
portfolio that provides operational flexibility and is a
potential source of future funding through selective
sale and leaseback transactions. It also enables us to
maximise the commercial opportunity in any location
and optimise our portfolio by extending existing sites,
closing sub-scale hotels and opening bigger, more
efficient hotels, thereby maximising returns.
2 Fitch Ratings, 17 August 2023.
Freehold : Leasehold mix
4 | Increased returns on a growing capital base
5 | Asset-backed balance sheet
provides stability and enables growth
FY15 FY16 FY17 FY18 FY19 FY20 FY21 FY22 FY23 FY24
Open
Freehold
Leasehold
52%
48%
Freehold
Leasehold
52%
48%
Open and
committed
Premier Inn UK returns
Whitbread PLC Annual Report and Accounts 2023/24
6 STRATEGIC REPORT
CHAIRMAN’S STATEMENT
The past year has seen us
deliver another outstanding
financial performance. The
execution of our business
strategy, supported by our
strong market position and
differentiated business model,
is extending our leadership
position in the UK and we are
making encouraging progress
towards replicating that success
inGermany.
Our strong performance ensures we can
continue to invest in our existing business, as
well as in new opportunities to drive long-term
returns for the benefit of our stakeholders.
Our results are underpinned by the continued
dedication and hard work of our teams. Their
passion and focus on operational excellence
ensures that, even at high levels of hotel
occupancy, we are continuing to deliver a
high-quality and great-value experience for
our guests. Sustaining our market-leading
customer proposition requires that we continue
to evolve our business, balancing the needs
of each of our key stakeholders, backed up
by a process of rigorous oversight, performance
management and our Force for Good
sustainability programme. Tailoring the way
we provide food and beverage in a number
of our UK locations is a further example of
this process in action. As set out in the Chief
Executive’s review, our planned changes to
our branded restaurant portfolio will improve
the service to our hotel guests, unlock the
addition of new high-returning hotel rooms
and increase efficiencies. Whilst there will
be an impact on some of our team members,
we will seek to offer alternative opportunities
across the Group wherever possible.
The nature of our business requires that
wetake a long-term view when it comes
tocapital allocation. This approach has
served us well over the past 280 years and
is building on our advantage, opening up
newopportunities for future growth and
increasing financial returns.
Full-year results and
finaldividend
Premier Inn UK remained the engine of
growth in 2023/24, supported by further
progress in Germany and increased interest
receivable on our cash balances. Group
statutory profit before tax was £452m, an
increase of £77m versus the prior year after
£109m of adjusting items (including £107m
of impairments).
Our vertically integrated business model
ensures we have control over the guest
experience and provides us with significant
operating leverage, generating strong
cashflow of £787m over the past year.
Asaresult, we were able to continue to
self-fund our programme of investment,
with expansionary and non-expansionary
capex totalling £509m in 2023/24. Our
balance sheet remains strong, as reflected
by the improvement in our investment
grade rating to BBB in August 2023
1
.
Given our strong performance and confidence
in the outlook, the Board is recommending
a final dividend of62.9 pence per share,
a26% increase fromlast year and a further
£150m share buy-back. The final dividend
will be paid on 5 July 2024 to shareholders
on the register on 24 May 2024.
As in previous
years, the Dividend Reinvestment
Plan (DRIP)
will enable eligible shareholders to receive
theirdividend entitlement in the form of
additional Whitbread shares.
Find out more online
www.whitbread.co.uk
1 Fitch ratings, 17 August 2023.
on our
opportunity
BuildingBuilding
Adam Crozier
Chairman
Whitbread PLC Annual Report and Accounts 2023/24
STRATEGIC REPORT G F O 7
With our continued commitment to the
environment as part of our Force for Good
agenda, and in response to a rise in the
number of uncashed dividend cheques,
wehave decided that in future cash dividend
payments will only be made by electronic
means. This will start with the interim dividend,
which we expect to pay in December 2024.
From that point on we will no longer be
issuing payments by cheque. Further details
on how you can register your bank account
details, so you can have dividends paid
directly to your account, can be found in
the shareholder services section of the
reporton page 238.
Strategy
Our strategy is unchanged and we are
continuing to seek ways in which we can
refine and improve our business. Examples
include the further optimisation of our UK
estate, continued progress in Germany, our
upgraded technology platform and our new
£150m efficiency programme. Further detail
on these and our other commercial initiatives
is set out in the ChiefExecutive’s review on
pages 8 to 11, explaining how they are
helping to ensure we continue to deliver a
quality experience for our guests, provide
rewarding employment for our teams and
attractive long-term returns for our shareholders.
Capital allocation
Retaining a strong balance sheet with
investment grade metrics remains a key
pillar of our capital allocation framework.
Having considered carefully the Group’s
financial performance and overall business
outlook, the Board is pleased to be able to
announce a further £150m share buy-back,
which is in addition to the £600m that was
returned over the past year.
Further details regarding the latest
sharebuy-back can be found in the
ChiefExecutive’s review on pages 8 to 11
Force for Good
An integral part of our strategy is our
sustainability programme, Force for Good.
We remain focused on delivering against
the three pillars of our programme: opportunity,
community and responsibility.
During the year we continued to invest in
our teams, not just through increased levels
of pay but also through initiatives such as
our apprenticeship programme that is helping
to provide those at the start of their careers
with an opportunity to acquire new skills and
build a career with us at Whitbread.
We have made good progress with our
operational carbon and water reduction
andcontinue to trial solutions that will
further decarbonise our estate. In addition,
we have started preparing for the Corporate
Sustainability Reporting Directive, including
our double materiality assessment
.
Our partnership with Great Ormond Street
Hospital Children’s Charity has now raised a
total of over £24m in the UK and during the
past year we donated over 50,000 pieces
of bedding and 2,000 mattresses to those
impacted by the conflict in Ukraine.
You can read more about our Force for Good
commitments and progress during the past
year on pages 61 to 63
The Board
I am pleased to report that Dominic Paul’s
arrival as Chief Executive last year has been
hugely positive. Dominic’s understanding of
our business approach has allowed us to
progress at pace on a number of key initiatives,
whilst continuing to deliver outstanding
financial results. Dominic summarises our
progress over the past year as well as some
of our future plans in his review.
During the year we appointed Shelley Roberts
as a non-executive director. Shelley brings
awealth of experience from her current role
as Chief Commercial Officer at Compass
Group PLC, as well as from her previous
roles in the international airline industry
andshe is already proving to be a valuable
addition to the Board.
Both David Atkins and Fumbi Chima have
confirmed that they will not seek re-election
at this year’s forthcoming AGM. I would like
to take this opportunity to thank them on
behalf of the Board for the significant
contribution that they have both made to
our progress and to wish them well forthe
future. Their decision to step down presents
an opportunity to review the size and shape
of the Board whilst continuing tomake sure
that we progress towards our 40% target of
female Board members, as recommended
by the FTSE Women Leader’s review.
Although we donot yet have a female
appointee in one of the top four senior
positions, we are committed to achieving
this goal and will provide further updates
infuture reports.
Governance
Whilst satisfied that our governance
approach is robust and effective, we are
notcomplacent and I have welcomed input
from a number of our investors with whom
Ihave met during the past year. Hearing
first-hand their views on a range of topics
including business strategy and culture,
remuneration, environmental, social and
governance matters as well as financial and
operational performance has been most
useful in helping to inform how we think
about and oversee all areas of our business.
Executive remuneration remains a key
areaof focus both for the Board and the
Remuneration Committee. As explained by
the Chair of the Remuneration Committee
on pages 122 to 124, our executives and
wider teams are incentivised to achieve
what the Board believes are stretching
targets so that their interests and those
ofour shareholders and other stakeholders
arealigned.
Annual general meeting
The AGM will take place at 2.30pm on Tuesday
18 June 2024 at our head office inDunstable
and full details of the meeting are set out in
the Notice of Meeting. For those able to
attend, my colleagues and I look forward to
welcoming you then.
In the last couple of years we have provided
alive video stream of our AGM, together with
the opportunity to both vote and ask questions
remotely during the course of the meeting.
The number of shareholders using this service
has been very low and does not justify the cost.
We have therefore taken the decision to scale
back the online element of the meeting this
year, which will be available remotely via an
audio-only webcast.
Shareholders who are unable to attend
themeeting in person are welcome to
submit questions by email in advance of the
meeting to agmquestions@whitbread.com.
Any questions should be submitted by
5pmonMonday 17 June 2024. Votes can
besubmitted in person at the meeting or
inadvance via a proxy card or the online
proxy voting system, but it will not be possible
to vote online during the meeting.
Outlook
With expectations offurther reductions in
inflation and a more benign interest rate
environment on the horizon, there are reasons
to believe that the macroeconomic outlook
may be turning more favourable. Although this
would be welcome, we are not relying on this
to drive our business forward. We have a clear
strategy, a strong balance sheet and a number
of strategic and commercial opportunities that
underpin ourconfidence in being able to
deliver long-term profitable growth.
Adam Crozier
Chairman
29 April 2024
CHIEF EXECUTIVE’S REVIEW
Whitbread PLC Annual Report and Accounts 2023/24
8 STRATEGIC REPORT
We have delivered an
outstanding set of results in
2023/24, led by the strength
of our UK hotels business. Our
increased levels of profitability,
operating cashflow and return
on capital reflect the power of
our unique operating model.
Our freehold-backed balance
sheet, together with our strategy
of continuing to invest, is
allowing us to take advantage
of the significant structural
growth opportunity that exists
following the decline in UK
hotel supply, as well as expand
our network inGermany.
Against this backdrop, we are increasing
our momentum to deliver long-term profitable
growth. In addition to our strong commercial
programme, we have announced our
Accelerating Growth Plan (AGP) to optimise
our F&B offer at a number of our sites to
unlock up to 3,500 room extensions that
will enhance the service for our hotel guests
and deliver increased operational efficiencies.
In Germany, we are encouraged by our progress
to date and the opportunities we now have
to both build our brand awareness and
refine our trading strategies further. We are
on track to break-even on a run-rate basis
during calendar year 2024 and with 10,500
rooms now open and a further 6,000 in
thepipeline, we are on course to fulfil our
ambition of becoming the number one
hotel brand in Germany, based on number
of open hotel rooms.
Our scale and vertically integrated model
mean we have the commercial and operational
levers to underpin our long-term profitable
growth, strong cashflow and increasing
returns on capital. We are oncourse to
deliver a step change in our
performance
and look forward with confidence.
2023/24 Financial performance
The Group has once again delivered an
excellent financial performance. Whilst
Premier Inn UK remains the driving force
behind our latest results, our growing
German business also made encouraging
progress throughout the year. Total statutory
revenue increased by 13% to £2,960m while
adjusted operating profit increased by 24%
to £674m, reflecting the inherent operating
leverage of our model. We have continued
to build on our advantage across all areas
of our operations, with a determined focus
on growing our revenues, managing our
costs and ensuring a high-quality service for
our guests. As a result the Group delivered
a 36% increase in adjusted profit before tax
to £561m (2022/23: £413m). Adjusting items
inthe year resulted in a charge of £109m,
including a non-cash, net impairment
charge of £107m, most of which relates
toUK branded restaurants held for sale in
connection with our AGP, the impairment
ofseven properties in Germany and £27m
of costs relating to the Group’s strategic IT
programmes. The result was a 21% increase
in statutory profit before tax to £452m
(2022/23: £375m). A tax charge of £140m
ledto a statutory profit after tax of £312m
(2022/23: £279m).
Our financial strength means we can
continue to deliver attractive returns to
shareholders, through a combination of
dividends as well as share buy-backs. The
Board is therefore recommending a 26%
increase in the final dividend to 62.9p
pershare that will be paid to eligible
shareholders on 5 July 2024 and further
details can be found on page 184.
Dominic Paul
Chief Executive
DeliveringDelivering
a step-change
in performance
Whitbread PLC Annual Report and Accounts 2023/24
STRATEGIC REPORT G F O 9
UK – Extending our
marketleadership
Our UK business delivered an excellent
operational and financial performance.
Witha favourable supply backdrop and
strong demand, total UK accommodation
sales increased by 12%, with strong growth
across London (+17%) and the Regions
(+10%), driven by continued high levels of
occupancy and increased average room
rates (ARR). We maintained a well-balanced
customer mix between business and leisure
and whilst leisure demand remained strong
during the peak summer months, we did
see some softening at short-lead during the
fourth quarter, reflecting the normal seasonal
pattern. The result was that Premier Inn
UKagain outperformed the wider midscale
andeconomy (M&E) market and total
accommodation sales grew 3.1pp ahead
ofthe market with an increased RevPAR
premium of £5.95 in 2023/24 (2022/23: £4.96)
.
This outperformance was thanks to a
number of external and internal factors
including: a favourable supply backdrop;
our market-leading position; our proprietary
trading engine; the quality of our guest
experience; our focus on business customers
and operational excellence.
Food and beverage (F&B), especially a hot
breakfast, is an important part of our hotel
offer and helps drive incremental RevPAR.
F&B sales were up 7% versus 2022/23, with
high levels of occupancy in our UK hotels
driving strong breakfast sales that were up
14% year-on-year and a series of commercial
initiatives supporting the performance of
our branded restaurants.
As expected, with the addition of over
2,000 new hotel rooms and 8% cost
inflation, total operating costs increased
by8% versus the prior year. However, the
power of our operating model meant that
with positive like-for-like sales growth,
and£50m of efficiency savings, adjusted
pre-tax profits increased by 19% to £588m
(2022/23: £492m) and margins increased
to21.2%,
1.6pp ahead of the prior year
(2022/23: 19.6%). The strength of this
performance meant that we delivered
record levels of UK ROCE that increased
to15.5% (2022/23: 12.9%).
Gross impairment of £84m (2022/23: £nil)
has been recognised in respect of sites
impacted by changes to facilitate our AGP.
Included within this amount is £81m where
the carrying value exceeds the expected
sale proceeds less costs to sell and a further
impairment of £4m to reflect the impact of
the reduced cashflows as a result of the
announcement of the plan. This was offset
by the reversal of previous impairments
relating to these disposal sites of £7m. In
addition, gross impairment charges of £8m
(2022/23: £54m) have been driven by
changes to forecast cashflows at a small
number of sites and an amount of £10m
(2022/23: £55m) was recognised as reversals
of previous impairment driven by a strong
performance across other sites, particularly
those in London. This amount includes £1m
relating to the Premier Inn hotel remaining
following the expected disposal of the
neighbouring branded restaurant.
Germany – On course to
become the No. 1 hotel brand
In Germany, we made encouraging progress
in 2023/24, building our momentum with
further network expansion and improved
trading performance. Whilst we did
experience a dip in performance during the
second quarter, this was short-lived. Our
cohort of more established hotels in
aggregate performed well during the year
and, despite not yet at our long-term target
level of return, it is achieving RevPAR ahead
of the rest of the German M&E market.
We added 1,464 rooms during the year and
now have over 10,500 rooms open with a
further 6,000 rooms in our committed pipeline.
As our brand is not yet well known and with
only a limited trading history since the end
of the pandemic, our hotels are not yet at their
full potential.
However, we continue to be
encouraged by our improving performance,
led by our cohort of 17 more established
hotels
1
whichachieved a profit
2
of £9m in
2023/24 (2022/23: profit of £3m). The net
result was that Germany as a whole delivered
a reduced adjusted loss before tax of £36m
(2022/23: loss of £50m) which was in line
withour 2023/24 guidance.
In order to reach scale at pace and gain
access to a number of key markets, we
haveinvested in freehold and leasehold
sites through organic opportunities as well
as through acquisitions. Now having a recent
period of trading history, we have updated
our cashflow assumptions which has resulted
in an impairment charge of £32m, relating
to seven of our German hotels.
With an encouraging forward booked
position and a clear plan in place, we remain
on track to reach break-even on a run-rate
basis during calendar year 2024 and are
making good progress towards our long-term
target of generating 10%–14% returns on the
£1.1bn of invested and committed capital.
1
Cohort of 17 more established German hotels that
were open and trading under the Premier Inn brand
for 12 consecutive months as at 4 March 2022.
2
In aggregate, adjusted profit before tax excluding
non-site related administration and overhead costs.
Our teams
Our teams are at the heart of our guest
experience, and thanks to their continued
hard work and dedication we are continuing
to deliver the great quality, service and value
that our guests expect from us. Operating
at high levels of occupancy requires that
our team members have to go the extra
mile to deliver for our guests and the fact
that we have been able to improve our
highguest scores over the past year sets
usapart from many of our competitors.
We recognise that the changes we are
making to our F&B offer will be unsettling
for our teams and are committed to working
hard to support all of those affected.
Financial strength
Having a strong balance sheet with
investment grade metrics remains a key
pillar of our capital allocation framework.
The cash generated meant that, even
aftergross capital expenditure of £509m
(2022/23:£546m), £591m of share buy-backs
and £165m of dividend payments during
theyear, our balance sheet remained strong
and we were pleased to receive an upgrade
to our credit rating to BBB (previously BBB-)
3
.
3 Fitch Ratings, 17 August 2023.
Premier Inn Hamburg City Zentrum
CHIEF EXECUTIVE’S REVIEW CONTINUED
Whitbread PLC Annual Report and Accounts 2023/24
10 STRATEGIC REPORT
Clear strategy
Our strategy is focused on driving
long-term, sustainable returns for our
shareholders whilst working with our
stakeholders to ensure we are driving
positive change through our Force for
Goodsustainability programme.
Our vertically integrated model and strong
balance sheet underpin the three pillars of
our business strategy:
• continuing to grow and innovate in the UK;
• focusing on our strengths to grow in
Germany; and
• enhancing our capabilities to support
long-term growth.
The following sections highlight our future
plans that remain central to our long-term
success and will underpin our future
financial performance.
1) Continuing to grow and
innovate in the UK
We are determined to extend our leadership
position as the UK’s number one hotel chain,
driving strong revenue growth and maximising
returns. To achieve these objectives, we
have developed a series of strategic and
commercial initiatives; some of which are
summarised below.
Accelerating Growth Plan (AGP)
Food and beverage (F&B) is a core part of
our guest experience. Over half of our hotel
guests are served by an unbranded integrated
restaurant, which is located inside the hotel
and tailored to the needs of our hotel guests.
We also have a number of hotels where F&B
is provided through a neighbouring branded
restaurant, owned by the Group or a third
party, that sits next to the hotel and is also
open to non-hotel guests.
Whilst our UK hotel performance has gone
from strength-to-strength, the performance
of some of our branded restaurants has
been impacted by a reduction in footfall
from non-hotel guests with the result that
they have struggled to meet their targeted
levels of return. At the same time, a marked
reduction in hotel supply and a shortage
ofdevelopment funding has created an
opportunity to grow our UK rooms pipeline
at a time when many competitors cannot.
As 56% of our UK sites are freeholds, we
arein a position to commence a significant
hotel extensions programme that will grow
our rooms pipeline and generate a high
return on capital.
We have announced our Accelerating
Growth Plan to optimise our F&B offer and
unlock 3,500 new room extensions. This will
enhance the offer for our hotel guests through
the construction of a new integrated
restaurant, increase efficiency and at the
same time, increase our rooms pipeline.
With this plan, together with our existing
committed and future pipeline, we expect
our total open estate to reach at least
97,000 rooms by the end of 2028/29.
Thedetails of our plan are as follows:
1) Over the next 24 months we plan to add
3,500 new rooms to our pipeline through
a new extensions programme. This includes
transforming 112 branded restaurants
into new hotel rooms having first transferred
the delivery of F&B for our hotel guests
at these sites to a more tailored, integrated
restaurant, that will be built inside the
neighbouring hotel, mirroring the
popular format already available at 387
of our hotels. In 2023/24, these branded
restaurants generated revenue of £121m
and a PBT loss
1
of £19m.
2) Over the next 24 months we are
planning to exit 126 branded restaurants;
they will continue to operate as they do
now so that they can be sold as going
concerns. Of these restaurants, we have
agreed to sell 21 for £28m. In 2023/24,
these 126 restaurants in aggregate
generated revenue of £147m and a PBT
loss
1
of £9m. The proceeds from these
disposals will be used to help fund our
investment in building a more tailored,
integrated restaurant at our affected
hotels as well as the construction of new
hotel rooms across the estate.
The majority of our sites, including our
existing 387 integrated restaurants and our
remaining portfolio of 196 higher returning
branded restaurants, will continue to operate
as normal and are not affected in any way.
Our AGP will result in the reduction of
around 1,500 roles out of a total workforce
of 37,000. While these plans are still subject
to consultation, we will seek to find alternative
opportunities wherever possible through
the roles created by this plan and our
existing recruitment process that makes
c.15,000 hires each year. We will be
providing dedicated support to our teams.
Alongside the above plan, we are also
continuing to deploy a series of other
commercial initiatives to help drive our UK
business during 2024/25 including: improving
our trading strategies, broadening our guest
choice and experience, continuing to enhance
our business proposition, making further
improvements in F&B and by investing in
operational excellence.
1 In aggregate adjusted profit before tax
excluding non-site related administration
andoverhead costs.
2) Focus on our strengths
togrow in Germany
We have a clear objective: to become the
number one hotel brand in Germany, replicating
our success in the UK and creating significant
value for our shareholders. With over 10,500
open rooms and a further 6,000 rooms in
our committed pipeline, we are on course
tofulfil this ambition. With our new local
senior leadership team now in place, we are
building strong momentum with several
levers that will have a positive impact on
our performance:
• continued network expansion;
• refining our commercial strategy;
• tailoring our model for our guests; and
• enhancing our business proposition.
3) Enhancing our capabilities
tosupport long-term growth
By continuing to invest in our supporting
infrastructure, we seek to ensure the
smooth execution of our plans, both in
theUK and Germany. Maintaining a strong
balance sheet gives us the confidence to
invest and make long-term decisions that
will enhance our returns.
Asset-backed balance sheet
Our freehold property estate was last
valued at £4.9–£5.8bn in 2018 and it is a
keypoint of difference versus other more
‘asset-light’ business models. Having access
to both freehold and leasehold opportunities
means that we maximise our chances of
securing the assets and locations we want.
We are also able to optimise the size and
format of our estate in order to increase
returns as evidenced by our AGP.
Upgraded technology
Having now completed the multi-year
upgrade to our reservation system and
technology stack across over 900 hotels
across the UK and Germany, we are
continuing to drive further improvements to
our digital networks and systems that will
improve the quality of service to our guests
and drive further efficiency savings.
Lean and agile cost model
As a vertically integrated operator, we are
able to exercise considerable control over
our cost base. Whilst there are signs that
inflationary pressures may be easing, they
remain above average and we have therefore
launched a new cost efficiency programme
to deliver £150m of cost efficiencies over
the next three years. This new programme
will see us extract more savings on a smaller
cost base following the impact of our AGP,
and will be delivered throughout the business.
Whitbread PLC Annual Report and Accounts 2023/24
STRATEGIC REPORT G F O 11
Operating responsibly and sustainably
Being a Force for Good is fundamental to
the sustainable and long-term growth of
our business. Our programme comprises
three core pillars: opportunity, responsibility
and community, and responsible business
practices are integrated into our operations.
Full details of all aspects are set out on pages
56 to 63.
Capital allocation and share
buy-backs
Having now completed £600m of share
buy-backs, the Board has reapplied the
Group’s capital allocation framework. Given
the strength of our financial performance,
our balance sheet and our confidence in the
medium-term outlook, the Board believes
that the Group has sufficient headroom to
recommend an increased final dividend
totalling £115m and intends to conduct an
additional £150m share buy-back, to be
completed during the first half of 2024/25.
Asset-backed balance sheet
and investment-grade status,
BBB rating
2
Maintain
investment-grade metrics
Continue to invest
in profitable growth
Clear dividend policy Capital return
Capital allocation
£550m–£600m gross capex and
expected proceeds from property
transactions of £175m–£225m
Recommended final dividend
of62.9p, resulting in a payment
of£115m
£150m additional buy-back, taking
total shareholder cash returns to
£1bn since April 2023
2024/25 guidance and outlook
In the UK, as evidenced by the market data,
whilst midweek demand has beenrobust,
the phasing of public holidays impacted
weekend demand in certain leisure locations
in the first seven weeks. However, the strength
of our brand and commercial programme
meant that we increased our outperformance
versus the market. We are expecting a
positive step-up in demand across business
and leisure over the next few weeks supported
by our strong forward booked revenue
position which is ahead of last year.
We expect net UK inflation on our £1.72bn
cost base of between 3%–4% in 2024/25,
after £40m–£50m of efficiency savings.
In Germany, our current trading has been
positive with our hotels outperforming the
wider M&E market and we remain on course
to break even on a run-rate basis during
calendar year 2024.
We expect a £20m–£25m reduction in net
finance income versus 2023/24 reflecting
lower cash balances and based on the
outlook for Bank of England rates.
We plan to add 750
–
1,250 rooms in the UK and
c.400 rooms in Germany as we seek to grow
our coverage and scale in both markets.
We expect gross capital expenditure in
2024/25, including our AGP, to be between
£550m–£600m partially offset by proceeds
from property transactions of £175m–£225m
including sale and leasebacks and disposals.
Our AGP plan will require c.£500m of
investment over the next four years which
will be funded through our existing annual
capital expenditure programme.
The changes we have outlined are expected
to result in a one-off reduction to UK adjusted
PBT in 2024/25 of between £20m–£25m, as
wetransition the selected sites to the new
integrated format. Thereafter, with the removal
of these restaurants, the one-off adjusted
PBT impact in 2024/25 will be fully
recovered in 2025/26 and by 2026/27, as
further restaurants
are sold and the addition
of new high-returning
hotel rooms starts to
come through, we expect the plan to deliver
a net incremental
adjusted PBT benefit of
between £30m–£40m.
As the new
extensions mature, we expect further
improvement in subsequent years will
deliver an uplift to adjusted PBT of between
£80m–£90m per annum, driving increased
margins and returns.
At this time the Group expects to incur further
net impairment charges and write-downs
within adjusting items totalling between
£80m and £100m over the next three
financial years. The Group also expects to
incur future cash costs presented within this
adjusting item across the next three financial
years totalling between £20m and £25m.
Delivering a step-change
inmargins and returns
We remain confident about the Group’s
medium-term prospects. We are the clear
market leader in the UK and have a number
of strategic and commercial initiatives, that
will strengthen our position further. In Germany,
we are building a business of real scale and
remain on course to become the number
one hotel brand achieving our long-term
target of 10%–14% return on capital. Together,
with our new efficiency programme, these
initiatives will deliver a step change in our
profitability, margins andreturns.
Dominic Paul
Chief Executive
29 April 2024
2 Fitch Ratings, 17 August 2023.
Whitbread PLC Annual Report and Accounts 2023/24
12 STRATEGIC REPORT
on our
guest proposition
STRATEGY IN ACTION: GUEST PROPOSITION
Whitbread PLC Annual Report and Accounts 2023/24
STRATEGIC REPORT G F O 13
New ground
floorformat
Our hotels offer more than just a place
tosleep and we know how important a
great communal space is to our guests,
either as a place to work or to relax.
Our all-new integrated ground floor concept, ‘The Social’,
offers an enhanced modern and vibrant environment
where guests can check in, choose to order food and
drinks throughout the day at one of our new ‘hero bars’,
or relax in a comfortable lounge area. The improved
layout also allows our teams to multi-task, improving
ouroperational efficiency and helping to reduce costs.
Currently available in four of our UK hotels, we are
planning to extend the trial to further sites over the
coming year.
Increase in F&B spend per sleeper
+£2.60
Source: Company data
Enhanced
standard rooms
We believe that choosing a budget hotel
brand shouldn’t mean our guests have
tocompromise on comfort andquality.
Our latest room format (ID5) offers a ‘home away from
home’ experience for our guests at an attractive price.
Whilst ensuring a great night’s sleep remains our main
focus, we have complemented this with modern artwork,
a walk-in shower and in-room technology. Following
positive customer feedback and higher guest scores, we
are now rolling out the new ID5 format in the UK and
Germany. The improved design and layout will also help
to reduce cleaning time, creating operational efficiencies.
Increase in overall guest scores
+15%pts
Source: Company data
BUSINESS MODEL
F
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Whitbread PLC Annual Report and Accounts 2023/24
14 STRATEGIC REPORT
integratedintegrated
Whitbread owns Premier Inn, the UK’s
leading hotel brand that also has an
expanding presence in Germany. Our
purpose is to provide our guests with
high-quality, affordable hotel rooms
whilst ensuring we offer meaningful
skills and career development
opportunities to our teams.
Our vertically integrated model
differentiates us from our peers and
means that we have full control over
the delivery of our product, driving
growth and long-term value for
ourstakeholders.
Vertically
integrated
model
Culture and
values
Trusted
brand
Leading Guest
Proposition
Engaged
Teams
Profitable
Growth
Shareholder
Returns
Our
approach
F
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Whitbread PLC Annual Report and Accounts 2023/24
STRATEGIC REPORT G F O 15
More about our model
Guest focused
We are passionate about
delivering for our guests and are
continuously evolving our product,
ensuring we can continue to
meettheir needs at an affordable
price.Our annual maintenance
programme ensures every hotel
room meets the high brand
standards that our guests expect.
National network
With over 850 hotels open in
theUK we are well placed to
meet the needs of our guests,
wherever they might need to
stay. In Germany, we now have
hotels in most major towns and
cities and remain one of the
country’s fastest-growing
hotelchains.
Consistent value andquality
Premier Inn continues to bethe
UK’s leading hotel brand and is
delivering high guest scores in
Germany. The investment in
bothourproduct and our
teams,whilst driving material
cost efficiencies, allows us to
continue to offer a consistent,
high-quality and great-value
proposition.
Tailored F&B
F&B is a key pillar of the Premier
Inn guest experience, particularly
breakfast, increasing occupancy
and driving incremental RevPAR.
Our F&B formats vary by location
to ensure we have the optimal
offering to meet our guests’ needs.
Trusted brand
Genuine
Really caring about
our customers
andteams
Confident
Striving to be the
bestatwhat we do
Committed
Working hard for
eachother
Flexible property model
Our significant freehold
estateand flexible approach
toproperty ownership means
wecan both secure hotels in
theright locations and optimise
our network through M&A and
extensions, helping us to generate
attractive long-term returns.
Low-cost distribution
The majority of our bookings
aremade direct, providing
uswith complete ownership
ofthecustomer relationship
andminimising our customer
acquisition costs. It also
enablesour automated trading
engine to optimise our pricing
strategies to maximise revenue.
End-to-end control
By owning and operating all of
our hotels, we control all elements
of the value chain, ensuring the
consistent delivery of a high-quality
product. This also means we
caninvest in developing our
proposition to better meet the
needs of our guests.
Cost efficiency
The breadth and ownership of our
operations mean we benefit from
significant economies of scale.
Wehave an embedded culture of
driving material cost efficiencies,
helping to mitigate inflationary
pressures whilst delivering
attractive operating margins.
Culture and values
Vertically integrated model
Opportunity
Supporting all of our people to reach their potential
withno barriers to entry and no limits to ambition
Community
Making a meaningful contribution to the customers
andcommunities we serve
Responsibility
Always operating in a way that respects people
andtheplanet
Force for Good
See page 61 See page 62 See page 63
Whitbread PLC Annual Report and Accounts 2023/24
16 STRATEGIC REPORT
O
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STRATEGY AND KPIs
How we are
building on
ouradvantage
“ We made excellent progress against our strategic
objectives in 2023/24 across all three pillars
of our strategy. We are continuing to move
forwards at pace and willexecute our plans to
deliver long-term growth and attractive levels
ofreturn.”
Dominic Paul
Chief Executive
Grow and innovate in the UK
Market share gains
2023/24: Remained ahead of the UK M&E sector,
withaccommodation sales 3.1pp ahead and a RevPAR
premium of £5.95 (2022/23:£4.96)
2024/25: Extend our market-leading position as the
UK’s number one hotel brand and reach at least
97,000 open rooms by 2028/29
Strong growth in profits and returns
2023/24: Outstanding trading performance, with
record levels of profit and returns
2024/25: Execute our Accelerating Growth Plan and
deliver cost efficiencies to increase long-term returns
Expand consumer choice
2023/24: Introduced our latest room concept (ID5),
aswell as new bar formats in our hotels including
ourlatest integrated ground floor (IGF) concept
2024/25: Continue to increase the number of Premier
Plus and twin rooms across ourestate
Maintain excellent guest scores
2023/24: Retained our ‘Best Value Hotel Chain’ ranking
from YouGov reflecting our focus on quality and value
2024/25: Continued roll-out of our latest standard
room format, ID5, with a further 5,000 rooms planned
KPI Key
FY24
Result
FY24
Target
Revenue growth
10.4% 8.5%
New rooms
2,253 1,750
Pipeline room additions
1,957 1,000
Community
We partnered with Hope and
Aid Direct – a humanitarian aid
charity – delivering up to 2,000
mattresses in support of those
affected by ongoing
humanitarian crises
Opportunity
In Germany, we launched
ourbespoke leadership
development programme to
foster our in-house talent and
prepare junior hotel managers
for success
Responsibility
In October 2023, we opened
our first all-electric hotel in
Swindon, the first of a new
generation of Premier Inn
hotels that will operate with
100% renewable energy
Aligning with our
strategic priorities
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r
o
w
i
n
G
e
r
m
a
n
y
Force for
Good
These KPI tables have been
designed so as to provide greater
transparency for shareholders.
Find out more about Force for
Good on pages 61 to 63
Alignment with remuneration:
Strategic objective Incentivised measure Profit measure
Whitbread PLC Annual Report and Accounts 2023/24
STRATEGIC REPORT G F O 17
Principal risks
Our success in delivering against our strategic objectives is
underpinned by our ability to identify, manage and mitigate
risk within our business. Our principal risks are:
1
Uncertain economic outlook leads to changeable
hotel demand and inflationary cost pressures.
2
Cyber attacks and data breaches resulting in
operational disruption and loss of income.
3
Failure to deliver strategic business and
technology-led change projects.
4
Inability to execute our strategy in Germany
impacting profitability growth.
5
Increased and extended focus on food and
beverageproposition.
6
Extended stagnation of the UK property market
slowing UK growth.
7
Changes in the macro labour market and organisational
structure impacting talent, attraction, and retention.
8
Business interruption within our supply chain and
third-party arrangements.
9
Change in brand-led customer demand and threat
from disruptors impacting brand strength.
10
Adverse publicity and brand damage due to death
orserious injury.
11
Uncertainty associated with the collective environmental,
social and governance risks including climate change.
Find out more on pages 66 to 71
Focus on our strengths to grow
inGermany
Continue to build a national network
2023/24: 59 open hotels across most major locations,
with eight new sites opened during the year
2024/25: Increase our density of coverage in new and
existing catchments
Build brand awareness
2023/24: Maintained our brand awareness score of 14%
2024/25: Continue to assess commercial viability of
using online travel agents as an additional distribution
channel and launch our first online brandcampaign
Use our property expertise to maximise returns
2023/24: Opened three freeholds and five leaseholds
during the year, with 34 hotels in our committed pipeline
2024/25: Continue to take a flexible approach to
property, looking for attractive opportunities to grow
our pipeline
Refine our proposition for the German guest
2023/24: Introduced new payment methodologies, flexible
pricing and recently appointed local leadership team
2024/25: Continue to roll-out additional payment
methods and Premier Plus rooms
Enhance our capabilities to support
long-term growth
Use our strong balance sheet to fund growth
and returns
2023/24: Significant operating cash flow funded
ourongoing investment programme and £756m
shareholder cash returns
2024/25: Continue to apply our rigorous capital
appraisal framework; execute a further £150m
sharebuy-back
Retention and engagement of teams
2023/24: Fully embedded our People plan across all
of our teams, with four key areas: find, keep, grow
andreward
2024/25: Launch our refreshed values to teams
across the business to drive retention and engagement
Improve technology capability
2023/24: Completed the roll-out of our new
reservation system to all of our UK and German hotels
2024/25: Utilise our new reservation system to
improve the digital guest journey and unlock
additional revenue streams
Build on our efficiency programme
2023/24: Delivered £50m of cost efficiencies in 2023/24
2024/25: Begin to deliver our new cost efficiency
programme of £150m savings over the next three years
KPI Key
FY24
Result
FY24
Target
Germany adjusted loss
before tax
£(36)m £(35)m
New and converted rooms
1,923 1,850
Pipeline room additions
1,311 575
KPI Key
FY24
Result
FY24
Target
Whitbread adjusted profit
before tax
£561m £462m
Everyday efficiency
£50m £40m
Water reduction
3.6% 2.6%
Alignment with remuneration:
Strategic objective Incentivised measure Profit measure
Whitbread PLC Annual Report and Accounts 2023/24
18 STRATEGIC REPORT
STAKEHOLDER ENGAGEMENT
BuildingBuilding
long-term
sustainable success
for everyone
“Maintaining and developing positive
relations with all the stakeholders
who may be impacted by the
decisions we make is a critical factor
in ensuring long-term sustainable
success for our business.”
Clare Thomas
General Counsel and Company Secretary
Whitbread PLC Annual Report and Accounts 2023/24
STRATEGIC REPORT G F O 19
Section 172 statement
Stakeholder engagement is
central to the formulation
and delivery of our strategy.
As the strategy for the Group
is developed, the views and
interests of various stakeholders
are factored into the strategic
priorities, including the views
of customers, employees,
shareholders and suppliers.
Equally, the impact of strategy
on the communities in which
we
operate, and on the environment,
is considered. That way, the
strategy is developed directly
with those interests in mind.
The interests of all relevant stakeholders are
carefully considered by the Board and the
Executive Committee as and when specific
decisions are made throughout the year. In
its decision-making, the Board considers
what is most likely to promote the success
of the Company for its stakeholders in the
long-term in a sustainable manner.
Our directors understand the importance of
their section 172 duty to act in good faith to
promote the success of the Company.
As part of the monthly KPI pack, the Board
considers data relating to customer feedback
and team retention, as well as data on
shareholders and themes from investor
relations meetings.
The Chief Financial Officer’s report includes
details on recent engagement with shareholders
and pension trustees discussions and
qualitative feedback on specific concerns.
The Chief People Officer’s report provides
details of all relevant employee-related
matters, including recruitment, retention,
diversity and inclusion, listening, wellbeing,
training and reward.
The General Counsel’s report contains an
update on key developments on the Force
for Good agenda, including work in the
community, charitable fundraising, the
environment, plastics and food waste.
Italso includes best-practice guidance
ongovernance.
The Chief Executive’s report gives details
ofany relevant interaction with Government
or regulators, and key issues with suppliers
and landlords.
Board debate on possible mergers
andacquisitions includes wider impact
assessments, considering issues such
asintegration with the current business,
management capabilities, the impact
onteam members and our supply chain.
The Board also takes into consideration
thelong-term consequences for both the
Company and its stakeholders when making
these decisions, making sure the Company
conducts its business in a fair way, protecting
its reputation and external relationships.
• The Board is supported by the
Company Secretary who is
present at every Board meeting.
The Board also has access to the
advice of the Company Secretary
on governance matters all
yearround.
• The Board also has access to
external advisers should it need
their advice on specific matters.
• Forward agendas available for
the Board to plan ahead of time
which matters are coming up
throughout the year.
• Detailed Board papers are
circulated a week in advance of
the meeting giving directors time
to consider.
• Annual Board Strategy Day to lay
down the key strategic priorities
for the year.
Board information Resources available
• The composition of the Board is
constantly monitored to ensure
the right balance of skills and
experience is maintained.
• The performance of the Board
is evaluated through annual
Board evaluations carried out
in line with the UK Corporate
Governance Code 2018.
• Decisions and outcomes are
reviewed to ensure intended
outcomes are achieved.
Review
• The Board culture fosters
open discussion and
constructive challenge from
thenon-executivedirectors.
• The Board benefits from the
diverse skills, knowledge and
experience of directors when
making key strategic decisions
and performing its duties under
section 172.
Board decisions
Insightful and well-considered strategic decision making
Whitbread PLC Annual Report and Accounts 2023/24
20 STRATEGIC REPORT
Employees
Our people are the key to our success. A talented,
engagedand diverse workforce is critical to support
ourgrowth ambitions in the UK andGermany.
STAKEHOLDER ENGAGEMENT CONTINUED
Outcomes of engagement
• Over £40m in pay awards across our
hourly and salaried teams in the UK and
Germany, an investment of over £2m
in recognition and trading incentives
for our teams in the UK, and the award
ofover £46m in annual incentive
schemepayments.
• Material reduction of 5pp in team turnover
rates in the UK and high engagement
scores from our employees across both
UK and Germany.
• Achievement of our 2023 diversity
target for 8% ethnic representation
in
our leadership community; longer-term
improvement in our female representation
in leadership to currently stand at 39.8%.
What matters to employees
• A healthy and safe working environment.
• Industry-leading training
anddevelopment.
• Career development opportunities.
• Market-leading reward and
incentivestructures.
• Focus on team member wellbeing.
• A diverse and inclusive culture in
which everyone is welcome and
canbethemselves.
• Open, honest and transparent
management processes.
Board considerations
• Over the year the Board has focused
discussions on team member pay, taking
into consideration the current cost of
living and the impact on our entry level
workers in particular.
• The Board reviews monthly KPI data
regarding team retention.
• The Chief Executive, in his report, outlines
and makes proposals in relation to team
retention and reward strategies.
• ‘Our Voice’, a body made up of
electedrepresentatives across the
business, represents the views of
employee constituencies to senior
management. The Board receives
reportsof these meetings.
• The Board reviews the Speaking Out
process to ensure we have the right
platform for employees toraise concerns.
• The Board has set eight diversity and
inclusion commitments to ensure that
the Group is representative of the
communities in which we operate. Good
progress has been made in relation to
these targets. Read more on page 49.
• Diversity and inclusion is considered as
part of all Board appointments. This is
guided by the Board Diversity Policy,
which was updated in March 2024 and
the Gender and Ethnicity Pay Gap Report
2023. More detail on this can be found
onour website, www.whitbread.co.uk.
• The Board reviewed diversity and
inclusion as part of the succession
planning and people strategy. This also
included focus on creating a diverse
pipeline at the senior management level.
The Board discussed the various diversity
and inclusion networks: GLOW, RRCH,
eNable and GEN.
• In the monthly Chief People Officer’s
report the Board receives detail on all
areas of the people strategy.
• The Board receives reports on health and
safety management bi-annually; statistics
are included in the monthly KPI pack
and any serious incidents are reported
immediately to the Board.
STAKEHOLDER ENGAGEMENT CONTINUED
Whitbread PLC Annual Report and Accounts 2023/24
STRATEGIC REPORT G F O 21
Customers
Customers are at the heart of our business and Board
decisions are driven by a desire to provide our guests with a
consistent, high-quality experience at a great price to ensure
they keep comingback.
What matters to customers
• Consistent, high-quality hotels to stay in
with a quality food and beverage offering,
for a great price.
• Brilliant service from our teams.
• Excellent standards in our hotels
andrestaurants, which are clean,
safeandwelcoming.
• Healthy and responsibly sourced menu
choices including vegan and fish items
onthe menu.
Board considerations
• The Board receives data on customer
satisfaction scores.
• The Board receives a monthly
reportoncommercial, pricing and
operational performance.
• Quarterly deep dives are provided into
pricing and commercial strategies in the
UK and Germany.
• The Board approves the refurbishment
schedule and repairs and maintenance
programmes. The Board also reviews a
programme of investment through the
cycle, to ensure the portfolio retains the
high quality our guests expect.
• The Board considers room innovations
periodically, e.g. Premier Plus rooms,
twinrooms.
• The Board considers marketing
campaigns and digital strategies.
• The Remuneration Committee includes
customer measures in the remuneration
structures for key team members.
Investors
The Investor Relations team conducts a broad programme
ofinvestor engagement, focused on a range of topics
including the Group’s financial and operating performance,
business strategy and governance as well as our Force For
Good sustainability programme.
• The Board receives a presentation at least
once every year from its brokers on the
current views of investors and on issues
which need to be addressed.
• The Board considers very carefully the
Company share price, and whether the
Company is fairly valued, as well as the
matters which could be addressed to
generate incremental value.
Outcomes of engagement
• Improved customer satisfaction scores,
read more on page 125.
• Market outperformance and YouGov
scores demonstrate the quality and
value of the brand proposition and
itspopularity.
Outcomes of engagement
• Through our Investor Relations
programme, we met with over 500
investors over the course of the year
both in the UK and internationally, whilst
engaging regularly with the sell-side.
• Further enhancements in ESG reporting,
for example increasing disclosure
regarding the Group’s employee
wellbeing strategy.
What matters to investors
• Clear and well-communicated strategy.
• Financial performance, particularly by
reference to the competitor set.
• Capital allocation.
• A proactive programme of engagement
on key topics.
• Leadership, governance and remuneration.
• A progressive ESG programme.
• Identification and management of key risks.
Board considerations
• The Board receives monthly data on
changes to the share register and updates
on engagement with shareholders, other
investors and market expectations.
• The Chairman and General Counsel
consulted with a number of shareholders
in October and November; key themes
included strategy, performance and ESG.
• The Chief Executive, Chief Financial Officer
and the Investor Relations team have held
numerous meetings with shareholders,
prospective investors, banks and
bondholders throughout the year.
STAKEHOLDER ENGAGEMENT CONTINUED
Whitbread PLC Annual Report and Accounts 2023/24
22 STRATEGIC REPORT
STAKEHOLDER ENGAGEMENT CONTINUED
Suppliers
The Board values its relationships with suppliers and fosters
these carefully to support the long-term sustainable success
of theCompany.
Communities and the environment
Whitbread is committed to doing right by the communities
in which we operate and the environment. This is embedded
in our Force for Good programme spearheaded by Clare
Thomas, Company Secretary, and brought to life in our
ambitious sustainability targets.
What matters to suppliers
• Payment on time and in full.
• Good communication: strong and
consistent levels of demand and
transparent feedback on performance.
• Tackling modern slavery.
• A plan to reduce carbon through the
supply chain.
Board considerations
• The Board has discussed inflation in the
supply chain as part of the Chief Financial
Officer’s report.
• The Board considers and approves a
Modern Slavery Act Statement each year.
• The Board approves material
contractswith suppliers. This year,
the Board has reviewed and approved
contracts with Oracle, laundry providers
and energy suppliers.
• The Board has discussed tackling modern
slavery and ensuring human rights are
respected throughout our business and
supply chain.
• The Board has received presentations
regarding our sustainability programme,
Force for Good, which includes
responsible sourcing.
What matters to communities
andtheenvironment
• A robust health and safety programme for
team members and guests.
• An ambitious environmental programme
which includes a Scope 1 and 2 net zero
carbon target by 2040, Scope 3 carbon
targets in line with 1.5 degrees of global
warming, and targets to eliminate waste,
particularly food waste, and reduce water.
• Ensuring that our critical commodities
aresourced sustainably and responsibly.
• Supporting local communities with
economic opportunities and raising funds
for our chosen charities, national and local.
Board considerations
• The Board has received presentations
regarding our sustainability programme,
Force for Good.
• The Board receives regular updates on
key developments in the Force for Good
programme and provides comment and
view on material issues.
Outcomes of engagement
• Increased levels of engagement with
the supply chain to ensure continuity
ofsupply.
• Agreed measures to ensure suppliers
arepaid on time.
• Training and development for certain
suppliers regarding modern slavery
andethical sourcing.
Outcomes of engagement
• £2.4m has now been raised for Great
Ormond Street Hospital Children’s Charity.
• Scope 1 and 2 carbon emission intensity
has reduced by 54.9% since our base
year of 2016/17.
• Since setting a new water reduction
target at the end of 2022/23 we have
reduced our water consumption by
10.1% per sleeper since our base year
of2019/20.
• The Board approved the delivery of
over 259,000 meals to charities, such
as FareShare, which delivers food which
would otherwise be wasted, to food banks.
Whitbread PLC Annual Report and Accounts 2023/24
STRATEGIC REPORT G F O 23
Lenders
The Board has identified our key lenders as our syndicate
of banks that participate within our revolving credit
facility, andour bondholders, whohold our 2015 and
2021issuedbonds.
Pension trustee
Whitbread is committed to maintaining its positive
and constructive relationship with the pension scheme
trustee and to ensuring
security of members’ benefits
in
thepensionscheme.
• Each quarter, the UK Finance Director
meets with the funding & investment
sub-Committee to give an update on
Company performance and answer
anyquestions.
• The Board receives presentations in
relation to pension issues, including
regarding the funding position, triennial
valuation and investment performance.
• During the year, the Company and trustee
have been discussing the 31 March 2023
funding valuation. The assumptions
have not yet been finalised, however, it
is anticipated they will be agreed in the
early part of the 2024/25 financial year.
Outcomes of engagement
• Debt capital structure that is optimum
for the Group.
• A base of lenders that can support the
Group’s financing and operational needs.
• Robust relationships with lenders that
are continually monitored, and facilitate
refinancing and access to sources of
finance when needed.
• The support and access to product
offerings that the lenders provide.
Outcomes of engagement
• Strong and open relationship with
thepension scheme trustee.
• Well-funded pension scheme and
security of defined benefits.
What matters to pension trustee
• Pension scheme funding and investment
strategy, supported by a strong Whitbread
covenant, that ensures the long-term
security of members’ defined benefits.
• Value for money defined contribution
arrangements and engaging
communications that support
membersinsaving for retirement.
Board considerations
• The Chief Financial Officer attends a
trustee meeting annually to present,
andanswer questions on, the Company’s
annual results and its ability to meet its
obligations to the pension scheme.
• A Company representative attends the
trustee’s benefits sub-Committee and
the funding & investment sub-Committee
meetings. Attendance at the latter
enables an understanding of any
investment changes that are planned
and can provide a Company view
whereappropriate.
What matters to lenders
• Our current performance and
financingstrategy.
• The nature and quantum of debt and
levelof liquidity of the Group.
• Our ability to service the debt interest
payments and repayment at maturity.
• Our credit rating and commitment to
investment-grade metrics.
• Our covenant and compliance certification.
• The Green Bond framework.
Board considerations
• Once a year the Chief Executive and
ChiefFinancial Officer meet the key
lenders within the revolving credit
facilityto discuss the annual results
andbusiness performance.
• The Group holds a fixed income call
withour bondholders after the annual
results presentation.
• The Group Financial Controller is
in regular contact with our banks’
relationship teams, discussing operational
and strategic financing requirements, and
our Treasury team engages to manage
the Group’s operational requirements.
• We continue to monitor and discuss with
the banks their strategy and ability to
lend to the Group in the future and any
changes that may impact this.
Whitbread PLC Annual Report and Accounts 2023/24
24 STRATEGIC REPORT
and
optimising
our estate
STRATEGY IN ACTION: ESTATE GROWTH AND OPTIMISATION
Whitbread PLC Annual Report and Accounts 2023/24
STRATEGIC REPORT G F O 25
Premier Plus
Following a successful trial of Premier
Plus rooms in our flagship hotel in Berlin
Alexanderplatz, we are extending the
trial to a further eight hotels across our
Germanestate.
Our Premier Plus rooms offer additional amenities, an
upgraded desk and an even faster Wi-Fi connection for
amodest price premium to our standard room format.
Byoffering Premier Plus rooms we are offering our
guests even more choice.
The 5,000 Premier Plus rooms that we now have across
the UK and Germany are popular with both business and
leisure guests and achieve higher levels of RevPAR than
astandard room in the same hotel.
Ireland expansion
In January 2024, we opened the doors
to Cork City Centre Premier Inn, our
sixth hotel in Ireland and our first hotel
outside Dublin.
Working with local communities is vital when building
new hotels, and being located in a heritage location on
Morrison’s Quay, the 187-room hotel has been sensitively
designed and employs 40 team members from in and
around the localarea.
The opening of Cork City Centre means that we now
have 1,000 rooms open across Ireland and are making
good progress towards our network potential in
thecountry.
Premier Plus rooms in UK and Germany
5,000+
UK and Ireland room openings in 2024/25
750–1,250
Whitbread PLC Annual Report and Accounts 2023/24
26 STRATEGIC REPORT
UK MARKET DRIVERS
Grow and
innovate in
the UK
The UK is our largest market and our
strategy is to protect and strengthen
our position as the UK’s leading
branded budget hotel chain, driving
revenues and maximising returns
through a number of key initiatives.
UK market
1
The UK is a large and mature
hotel market with close to
162million rooms booked each
year and a total room supply of
approximately 686,000rooms.
The market has continued to
evolve following the pandemic.
Given the strength of our brand
and operating model, coupled
with a favourable supply
backdrop, we are confident
in our ability to continue to
grow market share. We see
a compelling opportunity to
invest in new capacity and
drivelong-term sustainable
returns for our shareholders.
Highly fragmented market with
continued independent decline
Following the pandemic, we believe that
total UK hotel supply contracted by
approximately 4% between 2019 and 2022,
led by a decline in the independent sector
that reduced by over 10%. The decline of
the independent sector accelerated as
customers migrated from independent to
branded budget hotels. Premier Inn has
grown significantly over the past decade,
supported by a major investment in new
rooms, increasing its market share of rooms
from 6% in 2010 to 12% in 2022.
Premier Inn Porthmadog
Market overview
68m
population
162m
room nights booked in the UK market
686,000
total market hotel rooms
12%
Premier Inn market share of UK rooms
2028
Supply not back to 2019 levels until at least 2028
>10%
Independent decline since 2019
Structural advantages of the
budget hotel market
The UK branded budget hotel sector
isahighly attractive market, with large
volumesof domestic short-stay travel for
both business and leisure. While the sector,
including Premier Inn, has continued to
grow, the supply of branded budget hotel
rooms is now growing at a slower rate than
prior to the pandemic. This is due to a
material slowdown in construction and
higher interest rates that have reduced
developer-led opportunities. We estimate
that Premier Inn accounted for over half of
branded budget room growth over the past
few years and with our strong balance sheet
and significant property expertise, we are
confident that we can continue to grow our
pipeline at a time when many others cannot.
1 Company data 2022.
Whitbread PLC Annual Report and Accounts 2023/24
STRATEGIC REPORT G F O 27
9%
12%
24%
24%
52%
45%
15%
19%
2015 2019 2022
UK branded non-budget
Branded budget excluding
Premier Inn
Independent
Premier Inn
700k
11%
24%
48%
17%
715k
686k
Total hotel supply rooms
Proven resilience during
periods of macro uncertainty
Historic hotel room demand is strongly
correlated with economic growth and
RevPAR typically grows in line with GDP.
Whilst current macroeconomic forecasts
predict relatively low GDP growth in
2024/25, this needs to be viewed in the
context of a marked decline in total hotel
supply. The branded budget hotel sector
has a proven resilience during consumer
and economic downturns, as guests tend
totrade down to lower-cost alternatives.
Outlook for UK hotel supply
Based on our detailed proprietary analysis,
we believe the independent sector is likely
to continue to contract as a result of sustained
high inflationary pressures and an uncertain
macroeconomic environment. We believe
therefore that it is unlikely that the total
market will return to 2019 levels of supply
until at least 2028, creating further opportunities
for Premier Inn. Thereafter, we expect total
supply to grow broadly in line with previous
trends and we remain confident that we can
continue to take market share from smaller
and less well-capitalised competitors.
Premier Inn London Hampstead
Whitbread PLC Annual Report and Accounts 2023/24
28 STRATEGIC REPORT
No.1
YouGov ‘Best Value Hotel
Chain’ ranking
1
3,000+
ID5 rooms already open
across our UK & Ireland estate
20%
Accommodation sales via
Business Booker and TMCs
125,000
Long-term room potential
inthe UK and Ireland
Premier Inn Swindon Town Centre
UK STRATEGY
Expand and optimise our estate
We remain confident in reaching our
long-term target of 125,000 rooms as we
continue to benefit from the favourable
supply backdrop in the UK and Ireland.
By2028/29, our UK estate will increase
toat least 97,000 rooms, including 3,500
extensions. We have significant growth
opportunity, having identified a number
ofcatchments where we do not currently
have a presence or where we can add more
rooms without cannibalising our existing
estate. The pace and extent of expansion
will be driven by the levels of potential
financial return, drawing upon our suite
ofdevelopment options, including new
builds, conversions, extensions and
single-site acquisitions.
Tailored F&B offering
Food and beverage is a vital part of our
customer proposition; a hot breakfast is
particularly important to our hotel guests
and contributes to increased levels of
occupancy and incremental RevPAR. We
have introduced new bar formats into our
hotels, with our integrated ground floor
concept proving popular with guests
resulting in higher guest scores and
increased F&B sales. Through our
Accelerating Growth Plan, we will further
enhance the experience for our guests as
we move to a more tailored offering at some
of our hotels that were previously served by
a branded restaurant. We remain focused
on continuing to improve our F&B performance,
rolling out various commercial initiatives to
improve our guest experience.
Maximise revenue
Our proprietary automated trading engine
is a significant source of competitive advantage
and helps us to maximise revenue through
our commercial and digital marketing levers.
As we accumulate more trading data and
assimilate our learnings, we are improving
our trading techniques, capabilities and pricing.
In 2023/24, we further enhanced our demand-
based event triggers, enabling us to quickly
respond to spikes in demand and maximise
revenue. Continuing to build on these trading
improvements will create opportunities to
increase revenues as well as lower customer
acquisition costs.
Further enhance our
businessproposition
Business customers tend to drive higher
RevPAR and travel more frequently than
leisure guests. Our business programmes,
Business Booker and Business Account,
have grown substantially over the past
fewyears and we plan to integrate both
programmes into a single offering named
‘InnBusiness’ for the benefit of users which
will in turn drive further revenue growth.
Wehave strong relationships with a number
of Travel Management Companies (TMCs)
and remain focused on driving incremental
booking volumes and revenues.
Building on our
advantage inthe UK
1 YouGov BrandIndex Quality & Value scores as at 29 February 2024.
Whitbread PLC Annual Report and Accounts 2023/24
STRATEGIC REPORT G F O 29
Highly effective marketing
We have adopted an ‘always-on’ approach
to our ‘Rest Easy’ brand marketing campaign
for Premier Inn which has further strengthened
our brand positioning and increased website
visits; ourlatest campaign will launch later in
2024. Ourcampaigns are a powerful tool:
keeping us front-of-mind with consumers,
driving bookings, reducing customer acquisitio
n
costs and strengthening our leading brand
awareness scores.
Operational focus
Ownership of the customer experience
ensures that through our motivated teams,
we are delivering a consistent, high-quality
product and service at an attractive price.
Our significant refurbishment plan, alongside
our repair and maintenance programme
ensures the consistency of our offer, something
that is valued highly by our guests. Operational
focus is vital to our success, with process
and product improvements driving cost
efficiencies and enhancing the guest
experience.
Broadening guest choice
The latest iteration of our standard Premier
Inn room (ID5) is achieving higher guest
scores than previous versions, driving
operational efficiencies, and has now been
rolled out to over 3,000 rooms across our
estate. We have also continued with our
‘Bed of the Future’ replacement programme,
replacing over 60,000 beds, inpartnership
with our new supplier, Silentnight. By adding
more twin and Premier Plus rooms to our
estate, we are broadening our appeal and
attracting a premium to our standard room
rate. We are also providing more flexibility
to our guests, with early check-in and late
check-out available at all of our hotels, as
well as a variety of rate classes. As we look
forward, we believe that each of these additions
will help us to maintain our high-quality
customer proposition and stay ahead of
thewider market.
UK unprompted brand awareness
2
95%
Premier Inn Cardiff North
Premier Inn London Hampstead
“Our relentless focus on delivering operational excellence is
pivotal to our success. The roll-out of our new ID5 standard
room format, together with our ‘Bed of the Future’ initiative
andnew integrated ground floor concept, has resulted in
an evenbetter proposition for our guests whilst delivering
increasedefficiencies.”
Simon Ewins
Managing Director, UK Hotels & Restaurants
2 YouGov Brand Awareness: 3 March 2023 to 29 February 2024.
Whitbread PLC Annual Report and Accounts 2023/24
30 STRATEGIC REPORT
UK PERFORMANCE
Premier Inn UK
£m FY24 FY23 vs FY23
Statutory revenue 2,770 2,508 10%
Other income (excluding rental income) — 5 (100)%
Operating costs before depreciation, amortisation
and rent (1,722) (1,595) (8)%
Adjusted EBITDAR† 1,048 918 14%
Net turnover rent and rental income — 1 (100)%
Depreciation: Right-of-use asset (144) (134) (8)%
Depreciation and amortisation: Other (183) (169) (8)%
Adjusted operating profit† 722 617 17%
Interest: Lease liability (134) (125) (7)%
Adjusted profit before tax† 588 492 19%
PBT margins† 21.2% 19.6% 160bps
ROCE† 15.5% 12.9% 260bps
Premier Inn UK
1
KPIs
£m FY24 FY23 vs FY23
Number of hotels 853 847 1%
Number of rooms 85,443 83,576 2%
Committed pipeline (rooms) 6,795 7,425 (8)%
Occupancy 82.2% 82.7% (50)bps
Average room rate† £79.76 £71.84 11%
Revenue per available room† £65.56 £59.45 10%
Sales growth
2
:
 Accommodation 12%
 Food and beverage 7%
Total 10%
Like-for-like sales† growth
2
:
 Accommodation 10%
 Food and beverage 7%
Total 9%
1 Includes one site in each of: Guernsey and the Isle of Man, two sites in Jersey and six sites in Ireland.
2 Total and like-for-like versus 2022/23.
hub by Premier Inn London Marylebone
Whitbread PLC Annual Report and Accounts 2023/24
STRATEGIC REPORT G F O 31
Premier Inn Keswick
Premier Inn UK’s total statutory revenue was 10% ahead of 2022/23, led by the performance
of our UK hotels that delivered another outstanding performance. Total accommodation
sales were up 12%; occupancy remained high at 82.2% and ARR increased by 11% to £79.76,
which resulted in RevPAR up 10% to £65.56. This performance was underpinned by the
favourable supply environment in the UK hotel market and our strong commercial plan.
Premier Inn continued to outperform the wider M&E market; total accommodation
salesgrew 3.1pp ahead of the market with a RevPAR premium of £5.95 (2022/23:£4.96),
demonstrating the strengths of our scale, brand, direct distribution, proprietary
automatedtrading engine and vertically integrated operating model.
UK performance vs M&E market
£m FY24
H1
FY24
H2
FY24
PI accommodation sales performance (vs FY23)
3
+3.1pp +2.3pp +3.8pp
PI occupancy performance (vs FY23)
3
(0.9)pp (1.0)pp (0.9)pp
PI ARR performance (vs FY23)
3
2.1pp 1.7pp 2.5pp
PI RevPAR performance (absolute)
3
+£5.95 +£6.69 +£5.25
PI market share
4
8.6% 8.8% 8.5%
PI market share gains pp (vs FY23)
4
0.1pp 0.1pp 0.2pp
3 STR data, standard basis, Premier Inn accommodation revenue, occupancy, ARR and RevPAR,
3March2023 to 29 February 2024, M&E market excludes Premier Inn.
4 STR data, revenue share of total UK market, 3 March 2023 to 29 February 2024.
Total F&B sales were 7% ahead of 2022/23 as a result of high levels of hotel occupancy,
driving increased breakfast sales. A number of commercial initiatives including menu
optimisation and promotions helped to support the performance of some of our branded
restaurants that have seen a reduction in footfall from non-hotel guests over the past
fewyears.
In line with our previous guidance, operating costs of £1,722m were up 8% (2022/23: £1,595m),
reflecting cost inflation across a number of cost lines and estate growth, partially offset by
savings from our ongoing cost efficiency programme. Adjusted EBITDAR grew by £130m
and was above £1bn for the first time with margins at 38% (2022/23: 37%). Right-of-use
asset depreciation was £144m and lease liability interest was £134m reflecting the
continued growth in our estate. We opened eleven new hotels during the year, totalling
2,253 rooms and we also closed 386 rooms; at the end of the year, the total estate stood
at853 hotels with 85,443 rooms open.
Adjusted profit before tax in the UK increased by 19% to £588m (2022/23: £492m), driven
by the strength of our UK hotel performance and the high operating leverage inherent
within our business model. As a result, UK adjusted pre-tax profit margins increased to
21.2%, 160bps ahead of 2022/23.
Whitbread PLC Annual Report and Accounts 2023/24
32 STRATEGIC REPORT
GERMAN MARKET DRIVERS
Focus on our
strengths to grow
in Germany
Market overview
83m
population
966,000
total market hotel rooms
234m
room nights booked in the German market
40%
larger than the UK hotel market
67%
of the German market held by independents
5pp
decline in supply since 2019
Germany is a large and exciting
market for the Group. Our strategy
is clear – to replicate the success
of our UK model and become the
number one hotel brand in the market.
German market
1
We believe the opportunity
to create substantial value in
Germany is significant. The
German hotel market today is
very similar to where the UK
was 15 to 20 years ago, with
significant volumes of business
and leisure travel. It is also
highly fragmented, with a large
independent hotel sector and a
relatively small branded budget
hotel segment.
Market structure
The market is 40% larger than the UK
interms of room nights. Having reopened
successfully in 2022 following the pandemic,
led by strong levels of both business and
leisure demand, the M&E market is broadly
back topre-pandemic levels. With a large
independent sector, the market is more
fragmented than the UK. Based upon our
market analysis, we believe that the share
held by independent hotels has fallen to
approximately 67% of the total in 2022,
having declined by approximately 5pp
since2019. This has been partially offset
bygrowth in the branded budget sector,
particularly Premier Inn.
Regional dispersion drives
short-stay domestic travel
As well as being much larger than the UK,
Germany is more regionally dispersed, with
a federalised political and industrial structure.
This greater geographic spread, together
with a larger population, drives high demand
for short-stay domestic travel. Germany
haslarge domestic leisure and business
travel markets with a number of sizeable
trade fairs and conferences which continue
to drive volumes and attract millions of
visitors eachyear.
Structural advantage
forowner-operators
The branded budget sector has grown over
the past few years, driven by owner-operators
such as Premier Inn, that are better placed
to acquire, lease, convert or build new
hotels and so have been able to expand
atafaster rate than the rest of the market.
Asset-light operators have struggled to
addcapacity inthe budget sector in recent
years, perhaps due to the structure of the
German property market, that has fewer
property financing structures such as Real
Estate Investment Trusts.
Premier Inn Dresden City
Prager Straße
1 Company data 2022.
Whitbread PLC Annual Report and Accounts 2023/24
STRATEGIC REPORT G F O 33
No clear leader in the
budgetsector
Unlike in the UK, where Premier Inn has a
12% market share, there is no clear market
leader in Germany and no brand commands
more than a 2% share of the market.
However, the branded budget sector has
continued to grow and now occupies 12%
ofthe German hotel market. This is led by
owner-operators such as Premier Inn and
we have opened over 9,000 rooms since
February 2020, growing at almost twice
therate of the next fastest-growing brand.
Attractive RevPAR outlook
M&E market RevPAR in Germany is broadly
similar to that achieved in the UK, albeit
there can be some intra-period volatility
depending upon the phasing of business
and leisure events. Prior to the pandemic,
branded budget RevPAR in Germany grew
at a compound annual growth rate of 2.3%
between 2015 and 2019 compared with 1.3%in
the UK. M&E RevPAR in Germany hasnow
recovered to above pre-pandemic levels.
Further opportunities
The rise in interest rates and construction
costs over the last two years has led to a
reduction in hotel pipelines. We have, however,
started to see more opportunities to both
acquire individual assets and complete
bolt-on M&A transactions at good long-term
returns. We can also use our balance sheet
to augment our pipeline growth at a time
when others are struggling to get funding.
These market dynamics present Premier Inn
with a significant opportunity to continue
togrow ahead ofthecompetition.
12%
24%
21%
45%
67%
19%
11%
686k
966k
Number of hotel rooms
UK Germany
1%
Premier Inn Manheim City Centre
Premier Inn
Branded budget excluding
Premier Inn
Branded non-budget
Independent
Whitbread PLC Annual Report and Accounts 2023/24
34 STRATEGIC REPORT
GERMAN STRATEGY
Continue network expansion
With over 10,500 open rooms and a further
6,000 in our pipeline, we are building a
business of national scale. Our local acquisitions
team in Germany is active in the property
market, securing sites in the locations
identified by our network plan. Now that we
have a presence in most major towns and
cities, our focus for the upcoming year is to
continue to expand and develop our network,
both organically and through bolt-on
acquisitions, taking us closer towards our
target of becoming the country’s number
one hotel brand.
Refine our commercial strategy
Having entered the pandemic with six hotels,
we now have 59 open and trading. Drawing
upon the strengths of our UK commercial
teams, we are applying the learnings from
trading many of these hotels for the first
time and are continuing to adapt our trading
engine, particularly around events that are a
key feature of the German market. As we
look to increase our brand awareness, we
aretrialling the use of OTAs to understand
whether they can drive incremental revenue
and profit. We arealso finalising plans for
our first online brand campaign in Germany.
Further enhance our
businessproposition
Maintaining a balanced mix of business and
leisure guests helps to maximise occupancy
across the cycle. Business guests tend to
have higher frequency of travel than leisure
guests and drive higher ARRs. With high
levels of domestic travel in Germany driven
by the large trade fair market, ensuring
16,500
rooms open and committed
10–14%
long-term returns target
14%
unprompted brand awareness
1
Ambition to be
No. 1
hotel brand
Kiel
Lübeck
Rostock
Hamburg
Berlin
Potsdam
Wolfsburg
Hanover
Osnabrück
Bochum
Dortmund
Essen
Duisburg
Düsseldorf
Cologne
Aachen
Frankfurt
Weisbaden
Mannheim
Darmstadt
Bamburg
Nuremberg
Regensburg
Passau
Ingolstadt
Rosenheim
Munich
Freiburg
Stuttgart
Heilbronn
Heidelberg
Ludwigshafen
Karlsruhe
Saarbrücken
Wuppertal
Kassel
Erfurt
Leipzig
Dresden
Braunschweig
Lindau
Key:
Open hotels
2
59
Committed pipeline hotels 34
Creating our advantage
in Germany
Premier Inn Darmstadt City Centre
1
Germany YouGov Brand Awareness: 3 March 2023 to 29 February 2024.
2 Includes one hotel in Austria.
Whitbread PLC Annual Report and Accounts 2023/24
STRATEGIC REPORT G F O 35
ourplatform is easy to use with all the key
attributes our guests need, will increase the
appeal of our offer. Weare in the process
ofcombining our current business channels
into a single platform named ‘InnBusiness’,
making it eveneasier for businesses of all
sizes to bookdirectly with us. We are also
strengthening our existing TMC relationships
to help drive incremental revenue.
Tailor our model for our guests
Having exported our successful UK operating
model, we recognise the need to continue to
tailor our proposition for the German market.
This year we will be adding new payment
options to make it even easier for our guests
tobook a room in one of our hotels. After
asuccessful trial, we are now introducing
Premier Plus rooms at a number of hotels
across our estate and are rolling out the latest
iteration of our standard room format. In
January 2024 we appointed a new Chief
Executive forour German business who sits
on the Executive Committee and is responsible
for ensuring we remain on course to meet our
long-term targets.
Pathway to long-term,
sustainable returns
Whilst our German estate made a loss
in2023/24, we were encouraged by the
performance of our cohort of more established
hotels
3
that continued to perform ahead of
the market and was profitable in aggregate
4
.
We remain on course for our total estate to
break-even on a run-rate basis during 2024.
Asour sites and brand mature, our strategic
plans for the next few years are focused on
building a business of scale and reaching
our long-term returns target of between
10and 14%.
1,085
5,875
4,880
9,042
10,506
16,500
18,000
19,500
22,000
FY19 FY20 FY21 FY22 FY23 FY24 FY24
Open and
Pipeline
Motel
One
B+B
Hotels
IBIS
Premier Inn Germany room growth
Key:
Premier Inn
Key competitors
425
3
Cohort of 17 more established German hotels that
were open and trading under the Premier Inn brand
for 12 consecutive months as at 4 March 2022.
4 In aggregate, adjusted profit before tax excluding
non-site related administration and overhead costs.
+10,000 rooms over the last five years
Whitbread PLC Annual Report and Accounts 2023/24
36 STRATEGIC REPORT
GERMAN PERFORMANCE
Premier Inn Germany
£m FY24 FY23 vs FY23
Statutory revenue 190 118 62%
Other income (excluding rental income) 3 — >1,000%
Operating costs before depreciation, amortisation
and rent (151) (110) (37)%
Adjusted EBITDAR† 42 7 462%
Depreciation: Right-of-use asset (39) (32) (22)%
Depreciation and amortisation: Other (17) (11) (55)%
Adjusted operating loss† (15) (36) 58%
Interest: Lease liability (21) (14) (51)%
Adjusted loss before tax† (36) (50) 28%
Premier Inn Germany
1
KPIs
£m FY24 FY23 vs FY23
Number of hotels 59 51 16%
Number of rooms 10,506 9,042 16%
Committed pipeline (rooms) 6,286 6,907 (9)%
Occupancy 61.8% 59.4% 240bps
Average room rate† £71.88 £62.36 15%
Revenue per available room† £44.44 £37.04 20%
Sales growth
2
:
 Accommodation 63%
 Food and beverage 58%
Total 62%
Like-for-like sales† growth
2
:
 Accommodation 24%
 Food and beverage 23%
Total 24%
1 Includes one site in Austria.
2 Total and like-for-like versus 2022/23.
Premier Inn Dresden City Prager Straße
Whitbread PLC Annual Report and Accounts 2023/24
STRATEGIC REPORT G F O 37
Germany performance vs M&E market
€m FY24
H1
FY24
H2
FY24
Germany M&E RevPAR performance
3
€54 €56 €52
PI more established hotels RevPAR performance
4
€58 €60 €55
PI total RevPAR performance
4
€51 €53 €50
3 STR data, standard methodology basis, 3 March 2023 to 29 February 2024, M&E excludes Premier Inn.
4 Premier Inn more established hotels: open and trading under the Premier Inn brand for 12 consecutive months as at
4March 2022: 17 hotels and Premier Inn total: 59 hotels.
Total statutory revenue in Germany was 62% ahead of 2022/23, reflecting the increased size of our estate
and the increasing maturity of our like-for-like hotels. During the year we opened eight new hotels, taking
our open estate to 59 hotels with a total of 10,506 rooms and a further 6,286 rooms in our committed
pipeline. Our cohort of more established hotels
4
delivered a RevPAR of €58 (2022/23: €51), while total
estate RevPAR increased by 20% to €51 (2022/23: €48), driven by further growth in both occupancy
andARR.
Other income includes the release of a £3m provision relating to a prior period claim for Government
support which has now been finalised (2022/23: £nil).
Operating costs in the period increased by £41m to £151m reflecting the continued growth in our estate as
well as high levels of cost inflation. As we continue to tailor our proposition and refine our operating model,
we remain focused on delivering a quality guest experience whilst continuing to look at ways that we can
reduce costs.
Right-of-use asset depreciation costs increased by £7m to £39m as we opened five new leasehold hotels in
the period. Other depreciation and amortisation costs increased to £17m and lease liability interest costs
were £21m, reflecting the material estate growth over the last year.
Adjusted operating losses before tax reduced to £36m (2022/2323: loss of £50m), reflecting the expansion
of our estate, an improved trading performance, the progressive maturity of our existing hotels and a
continued focus on cost efficiency.
“ Having joined Whitbread in January 2024, I’m really
excited about the opportunity we have in Germany.
We have a clear commercial plan that will see us
break-even on a run-rate basis in calendar year
2024and thereafter achieve our long-term target
of10-14% return on capital.”
Erik Friemuth
Chief Executive, Premier Inn Germany
Premier Inn Berlin Alexanderplatz Premier Inn Dresden City Zentrum
Whitbread PLC Annual Report and Accounts 2023/24
38 STRATEGIC REPORT
STRATEGY IN ACTION: TECHNOLOGY
on our
technology
stack
Whitbread PLC Annual Report and Accounts 2023/24
STRATEGIC REPORT G F O 39
Roll-out of
electronic
doorkeys
We aim to ensure that our technology
supports the delivery of a great
experience for our guests and that it
isrobust, adaptable and scalable to
support future growth.
We have started a programme to introduce new
Bluetooth, low energy-enabled, door locks. The new door
locks will allow us to test the use of mobile room keys,
which willimprove the guest experience and increase
hotel labour efficiency.
Upgraded
reservation
system
We have completed the multi-year
upgrade to our new reservation system
and all of our hotels in the UK and
Germany are now operating successfully
on the newplatform.
Once fully embedded during the second half of 2024,
weexpect the new system will allow us to start to realise
both commercial and operational benefits, improving
the digital experience for our guests and driving
incremental revenue and cost efficiencies.
Roll-out to commence
2024/25
Hotels on new reservation system
900+
Whitbread PLC Annual Report and Accounts 2023/24
40 STRATEGIC REPORT
LONG-TERM GROWTH STRATEGY AND PERFORMANCE
Enhance our
capabilities to support
long-term growth
KPIs
Cost efficiencies by 2026/27
£150m
Total new rooms to open in 2024/25
1,150–1,650
UK return on capital employed†
15.5%
Group freehold mix
52%
Fitch rating
1
BBB
Gross capital expenditure in 2024/25
£550–600m
1 Fitch Ratings, 17 August 2023.
Our vertically integrated model
is
supported by our strong, asset-backed
balance sheet. This gives us the
confidence to invest in all areas
of our business and underpins our
growth strategy.
Funding
Investment grade status ensures access to debt markets
Cost of funding remains competitive
Selective sale and leasebacks can raise additional low-cost funding, if required
Strength of covenant
Helps us to secure more favourable lease terms
Makes us a highly attractive and trusted partner
Strong advantage in competitive transactions
Strategic and financial flexibility
Proven resilience during periods of macroeconomic uncertainty
Ability to execute quickly whilst maximising the commercial opportunity by location
Ability to invest in our efficiency programme
Use property expertise to deploy value-enhancing solutions
Control over network planning and customer proposition
Our capital structure is a key source
ofcompetitive advantage
Whitbread PLC Annual Report and Accounts 2023/24
STRATEGIC REPORT G F O 41
Building on our advantage
Our ongoing investments in our estate,
guest proposition, technology, teams and
the Force for Good sustainability programme
means we can continue to strengthen our
market-leading position and drive attractive
returns for our shareholders.
Each of these is
described in more detail below.
Estate growth and optimisation
We see significant growth potential in both
the UK and Germany. Drawing upon our
in-house property expertise and strong
balance sheet, we are able to commission
new build projects, complete single site
acquisitions and take advantage of selective
bolt-on M&A opportunities. With a large
freehold portfolio, we can also recycle capital
and optimise our estate. This includes the
disposal of smaller, less profitable sites and
investment into more efficient, larger sites
as well as in extensions as part of our AGP.
Read more on page 10
Guest proposition
Maintaining our market-leading reputation
for quality and service requires us to keep
looking for ways to improve our guest offer.
Ensuring a consistency of product across
our estate is key and in 2023/24, we invested
over £250m in non-expansionary capex so
that we continue to meet the high standards
expected by our guests. We augment this
through the development of new products
and services that will further enhance their
experience and encourage them to choose
Premier Inn, whenever they are staying
away from home.
Read more on page 13
Technology
With digital channels representing the vast
majority of our revenues, our technology
infrastructure and capability is central to
our long-term success. Having now completed
the multi-year upgrade to our reservation
system and technology stack, we are continuing
to drive further improvements to our digital
networks and systems that will enhance the
quality of service to our guests and drive
further efficiencies.
Teams
Our teams are at the heart of our operations,
and as a customer-led business, investing in
our teams is key to our success. We are
determined to ensure that they are engaged
and focused on delivering a great customer
experience for our guests. Being competitive
on pay and rewards, while important, is only
part of our investment. We also offer extensive
training and development opportunities
and ensure that we continue to nurture a
positive business culture, one that enables
all of our team members to build a career
with us, doing ajob they enjoy and sharing
in our collectivesuccess. Whilst some of
our team members will be impacted by
ourAGP, we will seek to mitigate this by
offering alternative opportunities across the
Group wherever possible and by providing
dedicated support to our teams.
Read more on page 48
Force for Good
Our sustainability programme drives our
ESG agenda. Our stretching targets are
embedded across all areas of our business,
holding us accountable for the change
weseek to implement. It is increasingly
important for many of our key stakeholders
and our investment in the programme not
only ensures that we are having a positive
impact on our communities, but also delivers
operational efficiencies over the longer term.
Read more on pages 58 to 63
Lean and agile cost model
As a vertically integrated operator, we are
able to exercise considerable control over
our cost base. This does however require a
consistent approach across all areas of our
business and all of our teams continue to
find improvements and new ways of working.
Whilst there are signs that inflationary
pressures may be easing, they remain above
average and therefore these initiatives are
more important than ever. We have launched
anew programme to deliver £150m of cost
efficiencies over the next three years including
£40m to £50m of savings in 2024/25.
Increasing returns
Our focus on delivering for our guests,
ourdifferentiated and vertically integrated
business model, scale, direct distribution,
strong balance sheet and strict capital
discipline have combined to deliver highly
attractive and consistent returns for our
shareholders. As we look forward, by
executing our strategic and commercial
plans, our goal is to not only sustain these
levels of return, but to increase them further.
Premier Inn London Hampstead
Whitbread PLC Annual Report and Accounts 2023/24
42 STRATEGIC REPORT
Hemant Patel
Chief Financial Officer
DeliveringDelivering
long-term
sustainable
returns
CHIEF FINANCIAL OFFICER’S REVIEW
Financial highlights
£m FY24 FY23 vs FY23
Statutory revenue 2,960 2,625 13%
Other income (excluding rental income) 3 5 (45)%
Operating costs before depreciation,
amortisation and rent (1,906) (1,742) (9)%
Adjusted EBITDAR 1,057 888 19%
Net turnover rent and rental income 1 1 (50)%
Depreciation: Right-of-use asset (183) (166) (11)%
Depreciation and amortisation: Other (200) (180) (11)%
Adjusted operating profit 674 544 24%
Net finance costs (excluding lease
liabilityinterest) 42 9 390%
Interest: lease liability (155) (139) (12)%
Adjusted profit/(loss) before tax 561 413 36%
Adjusting items (109) (39) (184)%
Statutory profit before tax 452 375 21%
Tax expense (140) (96) (45)%
Statutory profit after tax 312 279 12%
Statutory revenue
Statutory revenues were up 13% versus last year, driven by the combination of a continued
strong demand environment coupled with a reduced level of supply in the UK hotel market,
an improved performance from F&B and continued growth of our hotel estate in Germany.
Adjusted EBITDAR
Other income includes a £3m provision release relating to a prior year claim for Government
support which has now been finalised (2022/23: £5m). Operating costs of £1,906m were 9%
higher than 2022/23, driven by cost inflation and estate growth in both the UK and Germany,
partially offset by further savings from our cost efficiency programme. This resulted in a 19%
increase in adjusted EBITDAR to £1,057m, demonstrating the operational leverage of our
business model.
Adjusted operating profit
The leasehold estate in the UK grew by net eight hotels and by five hotels in Germany with
the result that right-of-use depreciation increased by £17m to £183m. With the addition of
new hotels and our continued programme of investment, other depreciation and amortisation
charges increased by £20m to £200m. Given the strong growth in adjusted EBITDAR,
adjusted operating profit increased by 24% to £674m (2022/23: £544m).
Whitbread PLC Annual Report and Accounts 2023/24
STRATEGIC REPORT G F O 43
Central and other costs
£m
FY24
£m
FY23
£m
vs FY23
£m
Operating costs before depreciation, amortisation
and rent (36) (40) 8%
Share of profit from joint ventures 4 2 78%
Adjusted operating loss† (32) (37) 13%
Net finance income 42 9 386%
Adjusted profit/(loss) before tax† 10 (29) 134%
Central operating costs of £36m were £4m lower than 2022/23, primarily driven by foreign
exchange movements and lower consultancy-related costs. Net finance income was £42m
(2022/23: £9m) reflecting increased interest receivable on the Group’s cash balances and
increased IAS 19 pension finance income.
Net finance costs
Strong cashflow and sustained high interest rates resulted in higher interest receivable on the
Group’s cash balances of £50m (2022/23: £23m). An interest credit from the pension fund of
£16m (2022/23: £14m), partially offset by debt interest of £24m (2022/23: £24m), resulted in
a net finance credit (excluding lease liability interest) for the year of £42m (2022/23: £9m credit).
Lease liability interest of £155m was £16m higher than last year, primarily driven by the
opening of net eight leasehold hotels in the UK and five leaseholds in Germany.
Adjusting items
Total adjusting items before tax were a charge of £109m for the year compared to a £39m
charge in 2022/23.
The Group incurred a net impairment charge of £107m for the year compared to a £33m
charge in 2022/23. In the UK, gross impairment of £84m (2022/23: £nil) has been recognised
in respect of sites impacted by changes to facilitate our AGP. Included within this amount is
£81m where the carrying value exceeds the expected sale proceeds less costs to sell and a
further impairment of £4m to reflect the impact of the reduced cashflows as a result of the
announcement of the plan. This was offset by the reversal of previous impairments relating
to these disposal sites of £7m. In addition, gross impairment charges in the UK of £8m
(2022/23: £54m) have been driven by changes to forecast cashflows at a small number of
sites and an amount of £10m (2022/23: £55m) was recognised as reversals of previous
impairment driven by a strong performance across other sites, particularly those in London.
This amount includes £1m relating to the Premier Inn hotel remaining following the expected
disposal of the neighbouring branded restaurant. At this time the Group expects to incur
further net impairment charges and write-downs including accelerated depreciation within
adjusting items totalling between £80m and £100m over the next three financial years.
In Germany, in order to reach scale at pace and gain access to a number of key markets,
wehave invested in freehold and leasehold sites through organic opportunities as well as
by acquisition. Now having a recent period of trading history, we have updated our cashflow
assumptions which has resulted in an impairment charge of £32m, relating to seven of our
German hotels.
The Group has incurred costs regarding the announced changes to facilitate our AGP in
relation to legal and advisory fees. This plan represents a significant business change for
the Group and is expected to incur costs over the next few financial years. Cash costs
incurred on the plan and presented within adjusting items in the year were £6m. At this
time the Group expects to incur future cash costs presented within this adjusting item
across the next three financial years totalling between £20m and £25m.
During the year, the Group received a settlement of £7m in relation to a legal claim made
against a payment card scheme provider.
The Group also made a profit on property disposals totalling £18m (2022/23: £4m)
including again of £9m relating to the sale of a property by one of the Group’s joint venture
partners (2022/23: £nil). The Group also released net provisions of £4m (2022/23: £0.4m)
relating to historic tax matters and received reimbursements for the costs of remedial works
on cladding material from property developers totalling £2m (2022/23: £nil).
The Group has assessed the presentation of costs incurred in relation to the current and
future strategic IT programme implementations. Cash costs incurred on the programmes
andpresented within adjusting items in the period were £27m with cumulative cash costs
to date being £41m (2022/23: £14m). At this time the Group expects to incur future costs
presented within adjusting items across future financial periods as follows: during the
financial year ended 2025 between £20m and £30m and during the financial year ended
2026 between £5m and £15m.
Taxation
The tax charge of £160m on the profit before adjusting items (2022/23: £85m) represents
an effective tax rate on the profit before adjusting items of 28.5% (2022/23: 20.6%). This
ishigher than the UK blended corporate tax rate of 24.5%, primarily due to the impact of
overseas tax losses for which no deferred tax has been recognised. A full breakdown is
shown on pages 181 to 183. The statutory tax charge for the period of £140m (2022/23: £96m)
represents an effective tax rate of 30.9% (2022/23: 25.6%). This is higher than the effective
tax rate on the profit before adjusting items of 28.5%, primarily due to impact of the
impairment of Germany property in the year.
Statutory profit after tax
Statutory profit after tax for the year was £312m in 2023/24, compared to a profit of £279m
in2022/23.
Earnings per share
£m
FY24
£m
FY23
£m
vs FY23
£m
Adjusted basic earnings per share† 206.9p 162.9p 27%
Statutory basic earnings per share 161.0p 138.4p 16%
Adjusted basic profit per share of 206.9p and statutory basic profit per share of 161.0p
reflect the adjusted and statutory profits reported in the year and are based on a weighted
average number of shares of 194m (2022/23: 202m). The reduction in the weighted average
number of shares reflects shares purchased and cancelled as part of the Group’s previously
announced share buy-back programme.
Whitbread PLC Annual Report and Accounts 2023/24
44 STRATEGIC REPORT
Dividend
The Board has recommended a 26% increase in the final dividend of 62.9 pence per share
(2022/23: 49.8 pence). This reflects the Group’s performance over the past year, its strong
balance sheet and confidence in the outlook. If approved by shareholders at the AGM to be
held on 18 June 2024, this would result in a total dividend payment for the year of 97.0 pence
per share (2022/23: 74.2 pence) or £181m (2022/23: £149m). The final dividend, if approved,
will be paid on 5 July 2024 to all shareholders on the register at the close of business on
24May 2024. Shareholders will be offered the option to participate in a dividend re-investment
plan. The Group’s dividend policy is to grow the dividend broadly in line with earnings
across the cycle. Full details are set out on page 184.
Events after the balance sheetdate
The Board of directors approved a share buy-back on 29 April 2024 for £150m and is in the
process of appointing the relevant brokers to undertake the programme in accordance with
that approval.
The results include the announcement of our AGP. Details of the plan include the
conversion of 112 branded restaurants into new rooms and disposal of a further 126 branded
restaurants over the next 24 months. We have agreed to sell 21 of these sites for £28m.
Pension
The Group’s defined benefit pension scheme, the Whitbread Group Pension Fund (the ’Pension
Fund’), had an IAS19 Employee Benefits surplus of £165m at the end of the year (2022/23: £325m).
The change in surplus was primarily driven by increases in the Fund’s assets being lower
than the discount rate and both inflation experience and membership experience being less
favourable than expected. This was partially offset by changes to the mortality assumptions
and a decrease in the assumed rates of future inflation, both of which reduced the value of
the pension obligations.
There are currently no deficit reduction contributions being paid to the Pension Fund,
however annual contributions continue to be paid to the Fund through the Scottish Partnership
arrangements which amount to approximately £11m. The Trustee holds security over £532m
of Whitbread’s freehold property which will remain at this level until no further obligations
are due under the Scottish Partnership arrangements, which is expected to be in 2025.
Following that, the security held by the Trustee will be the lower of: £500m; and 120% of
the buy-out deficit and will remain in place until there is no longer a buy-out deficit. The
Pension Fund is currently in the process of conducting the triennial actuarial valuation of
the Fund as at 31 March 2023.
Cashflow
The Group’s strong trading performance coupled with a focus on cost efficiencies delivered
a 19% increase in adjusted EBITDAR to £1,057m. Lease liability interest and lease repayments
increased by £36m to £305m reflecting the increased leasehold estate in the UK and
Germany. A reduction in other debtors reflected a number of property transactions and
timing of project spend together with an increase in creditors resulted in a £34m working
capital inflow in the year (2022/23: £99m inflow). This contributed to an adjusted operating
cashflow of £787m, £68m higher than 2022/23.
£m
FY24
£m
FY23
£m
Adjusted EDITDAR† 1,057 888
Change in working capital 34 99
Net turnover rent and rental income 1 1
Lease viability and principal lease payments (305) (269)
Adjusted operating cash flow† 787 719
Interest (excluding IFRS 16) 22 (9)
Corporate taxes (53) (30)
Pension (18) (16)
Capital expenditure: non-expansionary (253) (184)
Capital expenditure: expansionary
1
(256) (362)
Disposal proceeds 57 60
Other 0 4
Cash flow before shareholder returns and debt repayments 286 182
Dividend (165) (119)
Shares purchased for Employee Share Ownership Trust (ESOT) — (32)
Share buy-back (591) —
Net cashflow (470) 31
Opening net cash† 171 141
Closing net (debt)/cash† (298) 171
1 2023/24 includes £nil payment of contingent consideration (2022/23: £25m payment of
contingentconsideration).
The corporation tax net outflow in the year was £53m which relates mainly to payments on
account for the UK corporation tax liability.
Non-expansionary capital expenditure was £253m and reflected our accelerated refurbishment
and bed replacement programme as well as our systems replacement projects. Expansionary
capital expenditure was £256m, £106m lower than last year which included the purchase of
freehold properties in London and Dublin.
Disposal proceeds of £57m (2022/23: £60m) include the disposal of ten properties, including
the sale of an office building that we built as part of a hotel development in Clerkenwell for
£39m, as the Group continues to optimise its estate when suitable opportunities arise.
The increase in operating cashflow funded the capital expenditure in the year and therefore
resulted in a cash inflow before shareholder returns of £286m (2022/23: £182m).
Following the strong financial and operating performance in 2022/23, the Board recommended
a final dividend of 49.8p per share on 25 April 2023. This resulted in a payment of £99m which
was paid on 7 July 2023. At the interim results in October 2023, the Board declared an interim
dividend of 34.1 pence per share, resulting in a £65m total interim dividend payment. On 24April
2023 the Board approved a £300m share buy-back which was completed on 3 October 2023.
CHIEF FINANCIAL OFFICER’S REVIEW CONTINUED
Whitbread PLC Annual Report and Accounts 2023/24
STRATEGIC REPORT G F O 45
Atthe interim results in October 2023, the Board approved a further £300m share buy-back
which was completed on 4 March 2024.
Following these payments, net debt at the end of the year was £298m.
Debt funding facilities and liquidity
£m Facility Utilised Maturity
Revolving credit facility (775) — 2028
Bond (450) (450) 2025
Green Bond (300) (300) 2027
Green Bond (250) (250) 2031
(1,000)
Cash and cash equivalents 697
Total facilities utilised, net of cash
2
(303)
Net debt† (298)
Net debt and lease liabilities† (4,397)
The Group’s objective is to manage to investment grade metrics and specifically to a
lease-adjusted net debt : adjusted EBITDAR† ratio of less than 3.5x over the medium term
3
.
We received confirmation of an upgrade to our investment grade status on 17 August 2023
from BBB- to BBB. The Group’s lease-adjusted net debt was £3,047m (2022/23: £2,298m)
and the lease-adjusted net debt : adjusted EBITDAR ratio was 2.9x (2022/23: 2.6x).
2 Excludes unamortised fees associated with the debt instrument.
3 This measure has been changed to align to Fitch methodology on an adjusted EBITDAR basis
andasaresult has reset the leverage threshold to 3.5x lease-adjusted net debt : adjusted EBITDAR
(previously 3.7x).
Capital investment
£m
FY24
£m
FY23
£m
UK maintenance and product improvement 206 182
New/extended UK hotels
4
165 265
Germany and Middle East
5
138 99
Total 509 546
4 FY24 includes £nil capital contributions to joint ventures (2022/23: £2m).
5 FY24 includes £nil payment of contingent consideration (2022/23: £25m).
Total capital expenditure in 2023/24 was £509m, which was £37m lower than the previous
year. UK maintenance and product improvement spend was £206m, £24m higher than
2022/23, reflecting our accelerated refurbishment and ongoing bed replacement programmes
and systems-related projects. UK expansionary expenditure included £165m on developing
new sites; this was £100m lower than in 2022/23 which included the purchase of freehold
properties in London and Dublin. In Germany, capital spend was driven by the purchase of
freehold properties in Lindau and Heilbronn, refurbishment of those sites acquired at the
end of 2022/23 and the continued development of our committed pipeline.
Property, plant and equipment of £4.6bn was higher than 2022/23 (£4.5bn), with an
increase in capital expenditure partially offset by depreciation and impairment charges.
Property backed balance sheet
Freehold/leasehold mix Open estate Total estate
6
Premier Inn UK 56%:44% 56%:44%
Premier Inn Germany 24%:76% 27%:73%
Group 52%:48% 52%:48%
6 Open plus committed pipeline.
The current open UK estate is 56% freehold and 44% leasehold, a mix that is not expected
to change as the existing committed pipeline is brought onstream. The higher leasehold
mix in our open estate in Germany reflects the greater proportion of city centre locations.
The new site openings in Germany and continued expansion in the UK resulted in right-of-use
assets increasing to £3.6bn (2022/23: £3.5bn) and lease liabilities increasing to £4.1bn
(2022/23: £4.0bn).
Return on capital
Returns
7
FY24 FY23
Group ROCE 13.1% 10.5%
UK ROCE 15.5% 12.9%
7 Germany ROCE not included as losses were incurred in the year.
The strong revenue and profit performance meant that Group ROCE increased to 13.1%
andUK ROCE increased to 15.5%. We believe that our vertically integrated business model
means we are particularly well-placed to capitalise on the significant structural opportunities
in both the UK and Germany. Despite ongoing inflationary pressures, we believe that this
can be mitigated through a combination of: continued estate growth, our strategic and
commercial plans including our AGP and our new £150m efficiency programme.
Going concern
The directors have concluded that it is appropriate for the consolidated financial statements
to be prepared on the going concern basis. Full details are set out on page 167 of the
attached financial statements.
Hemant Patel
Chief Financial Officer
29 April 2024
Whitbread PLC Annual Report and Accounts 2023/24
46 STRATEGIC REPORT
STRATEGY IN ACTION: TEAMS
great teams
Whitbread PLC Annual Report and Accounts 2023/24
STRATEGIC REPORT G F O 47
No barriers
toentry
Our teams are at the heart of Whitbread
and we believe they set us apart in the
market, delivering operational excellence
that delights our guests.
At Whitbread, we are able tooffer a range of exciting
and fulfilling career opportunities irrespective of
people’s background, experience or identity. We run
best-in-class recruitment and onboarding processes
thatensure that we bring theright people into our
organisation quickly, they are set up to deliver in their
role and are welcomed with the Whitbread warmth that
characterises our culture.
No limits
toambition
We believe in giving everyone the
opportunity to grow, develop and
betheir best.
Over the past year we have supported the career
ambitions acrossour teams by providing a structured
approach tounderstanding talent in the organisation.
This opens up development pathways for apprentices,
team members aspiring to management and continued
development ofour leadership capability. Career
progression at Whitbread is underpinned by a holistic
approach to our team’s wellbeing, competitive pay and,
following our successful year in 2023/24, significant
investment in incentives at all levels.
Whitbread PLC Annual Report and Accounts 2023/24
48 STRATEGIC REPORT
CHIEF PEOPLE OFFICER’S REVIEW
Rachel Howarth
Chief People Officer
opportunitiesopportunities
Providing
for growth
Our teams are critical
to Whitbread’s success,
consistently delivering
memorable guest experiences
that we see reflected in
our market-leading guest
satisfaction scores. Our
guests tell us that our people
are one of the key reasons
they choose to stay with us
and the exceptionally strong
set of trading figures for
2023/24 would not have been
possible without the efforts
and collaboration of our
38,000-strong team.
We were recognised as a ‘Top Employer’
from the Top Employers Institute for the
14th consecutive year and, as importantly,
over three-quarters of our people tell us
that they are proud to work for Whitbread,
which is testament to the culture we
collectively cultivate in the organisation.
I am extremely proud of our people and
thework we continue to do to enable the
organisational capabilities that support our
growth ambitions in the UK and Germany.
The economic climate remains challenging,
with high rates of inflation driving up the
cost of living for our teams. It has therefore
been extremely important that we continue
tomake substantial investments inpay,
incentives and recognition to support
ourteams financially. Additionally, our
investments in talent, training and development
mean that Whitbread is a place where people
can make meaningful career progression.
Whitbread is welcoming to all and we have
strong momentum on inclusivity and diversity
which was reflected in the last year through
several external accreditations, the continued
development and impact of our inclusion
networks, and long-term improvement in
our gender and ethnic leadership representation
levels. We always strive to improve and have
now set out new, more ambitious, targets
for future leadership representation. The
wellbeing of our teams is also critical and
wedelivered initiatives to promote physical,
mental and financial wellbeing, underpinned
by our continued specialist support in
occupational health and via Hospitality Action.
We have made great strides in further
stabilising our teams by reducing turnover.
Stable teams are better able to deliver great
guest experience and also unlock efficiency
in our operating model, reducing recruitment
and training volumes and subsequently,
cost. More stable teams also serve as a
great platform for us to support individuals
in realising their career ambitions and we
have delivered significant investment in our
talent pipeline in 2023/24, across a range
ofprogrammes touching all areas of
theorganisation.
Our Accelerating Growth Plan, for the year
ahead, includes a reduction of around 1,500
roles in our branded restaurants, with plans
still subject to consultation. We recognise
that this will be an unsettling period of change
for our teams and we will be making every
effort to work with impacted employees to
support them through upskilling and finding
alternative roles. I feel confident that we will
be able to offer roles to many of those who
wish to stay with Whitbread; new roles
serving food and beverages to our hotel
guests will open up in Premier Inn and we
also hire c.15,000 people each year in our
usual running of the business.
Whitbread PLC Annual Report and Accounts 2023/24
STRATEGIC REPORT G F O 49
Investing in our teams’ pay,
reward andbenefits
Following our multi-million pound investments
in 2022/23 in pay and incentives, we have
continued to invest in our teams in 2023/24
through competitive pay interventions,
investing over £40m in pay awards across
our hourly and salaried teams in the UK and
Germany and awarding over £46m in annual
incentive scheme payments based on
2022/23 performance.
In the UK, we have maintained our pay
position for our hotel and restaurant team
members ahead of the National Minimum
Wage/National Living Wage and invested
inour pay rates in Central London with an
upper quartile pay strategy reflecting the
importance of this market. Whilst we have
continued our use of temporary pay ‘hotspot’
rates where we have seen evidence of
heightened local competition for staff, we
have spent less on this in 2023/24 compared
to the previous two years, suggesting the
UK labour market is stabilising.
We have continued to focus on recognition
activities for our 34,000 team members.
Each department in our hotels and restaurants
celebrates a special ‘Appreciation Week’
throughout the year and we continue to
useour ‘My Rewards’ recognition scheme,
delivering points to convert to tangible
rewards through an app. We have also run
trading incentive schemes aligned to key
trading periods throughout the year, supporting
our commercial delivery. Our investment in
recognition and trading incentives for our
UK teams in 2023/24 is over £2m.
For our hotel team members in Germany,
weoffer a package in line with the local tariff
agreements in each federal state, which offers
a competitive base salary, increased through
tenure and skills development, and a set of
additional benefits. We awarded over €2m in
November and December 2023 via a special
annual payment for our teams, with the
majority of our teams receiving a payment
above the local tariff.
Continuing our momentum
around diversity & inclusion
Over this last year, we have continued to make
good progress against our eight diversity
and inclusion commitments, which were set
in 2020, to accelerate our momentum on
this important topic. Further detail of our
eight commitments is set out in our dedicated
2024 Diversity & Inclusion Report.
We are committed to increasing diversity
inour leadership population and this year
saw us check our progress against our first,
previously published, representation targets.
I am delighted that we achieved 9% ethnic
representation versus a target of 8%. Our
progress was further underlined by our
outstanding achievement of ‘Investing in
Ethnicity: Exemplary Employer status’ in
February 2024, backed by the All Party
Parliamentary Group, demonstrating the
progress we are continuing to make for
ourethnic communities across Whitbread.
We have now set ourselves a new target of
10% leadership representation for 2026.
In terms of gender diversity, we have made
excellent progress across the last three years,
increasing our female representation in
leadership from 32% in 2020 to 39.8% in
2024. However, we narrowly missed our
2023 target of 40% representation and
recognise there is more to do. Our focus is
now on achieving our new 2026 target of
45%. This year our GEN network has led
ourwork on menopause, delivering training,
running support groups and ensuring our
menopause guide is known across our teams.
I am confident that working on areas around
gender-related health will directly link to
improving female representation in
leadership in future years.
Ethnic
minorities
White
Women
Men
Ethnic
minorities
White
Women
Men
Black
Asian
Mixed
ethnic
White
Women
Men
1
11.1%
8
88.9%
2
22.2%
7
77.8%
8
9.1%
79
77.8%
35
39.8%
53
60.2%
1,587
4.3%
3,054
8.3%
1,688
4.6%
27,048
73.7%
23,581
64.3%
13,119
35.7%
Executive CommitteeExecutive Committee
Leadership communityLeadership community
All employees
All employees
3
Gender
1
Ethnicity
2
1 As an inclusive organisation, we recognise all gender identities and understand that not all our team
members will identify as male or female.
2 The information provided is discretionary and not all members of the leadership community have
chosen to share their ethnicity with us.
3 90.9% of our employees have chosen to share their ethnicity with us.
Whitbread PLC Annual Report and Accounts 2023/24
50 STRATEGIC REPORT
Supporting the wellbeing
ofour teams
We believe a great guest experience starts
with a great team experience, so supporting
our employees’ overall wellbeing is another
key underpin for us in creating stable, engaged
teams. Wellbeing trends in the workplace
such as work–life balance, human connection,
belonging, learning, and financial education
are all highly relevant to our teams and are
reflected in our wellbeing investments and
working practices during 2023/24.
Where team members require additional,
specialist support, it is available to them via
our trusted partners in occupational health
and our Employee Assistance Programme
provided by Hospitality Action.
We recognise that wellbeing is multi-faceted
and have activity that spans three core areas:
CHIEF PEOPLE OFFICER’S REVIEW CONTINUED
Physical
Many roles in hospitality are physically
demanding and supporting our teams in
caring for their physical health is important.
Regular features in our Wellbeing Wednesday
monthly communication, provided by our
occupational health provider, focus on physical
health and ways to support understanding
and preventative assistance as well as
awareness on more specific medical
conditions. We believe that good physical
health is also an important component in
strong mental health.
Mental and emotional
We want to help our teams in maintaining
their mental health and support their
emotional wellbeing. To that end we have
continued to invest in both Mental Health
First Aiders and Mental Health Champions
during the last 12 months with 162 people
trained across our Operations and Support
Centre teams.
In August 2023, with the support of Hospitality
Action, we launched a new digital app allowing
our teams greater access to self-care articles,
videos, podcasts and guided resources to
support our teams’ holistic health but with
specific content on anxiety and stress as
topics; areas highlighted by our teams as
important and relevant to them.
This year we have also refreshed our ways
of working in our Support Centres with an
aim to promote togetherness and human
connection. Our approach to hybrid and
flexible working supports the creation of
anenvironment where people can learn,
collaborate and strengthen their relationships.
We believe truly effective teams are together
frequently and collaboration is a core
touchstone of our culture. To further support
this, we are investing in a significant refresh
of our UK Support Centre office space to
provide a workspace that is conducive
tocollaboration, belonging, interaction
andengagement.
Financial
We know that financial worries can be a
source of stress for many people and our
teams have faced continued cost of living
pressures over the last year. We have worked
hard to invest in pay and incentives for all
our team members and we also want our
team members to have the ability to understand
and manage their finances, as well as
supporting them to feel confident intheir
financial decisions, both now and inthe future.
We evolved our financial education support
during 2023/24, offering several financial
education sessions across our support
centre and operations teams. We also
delivered quarterly communications and a
pension awareness week which resulted in
many of our team members increasing their
contribution rate, driving an increased matching
contribution from Whitbread.
In Action:
Practical wellbeing support for our teams
• Accessibility and availability are critical
for our team needing support with
their wellbeing. The introduction of
our digital platform app results in
our team having access to a range of
physical, mental and financial support
and resources from their smartphone
orcomputer at any time of day.
• We have continued regular communication
s
through our ‘Wellbeing Wednesday’
initiative, a drumbeat of wellbeing
information throughout the year. Our
online Wellbeing Hub is available to
all our teams and hosts all wellbeing
resources – including all our training
materials, books, videos and links to
other external support. This supports
our team to be at their best in both work
and at home through raising awareness
and inspiring healthier lifestyle choices.
• Supported by our colleague networks
there have been campaigns focusing
on specific areas of wellbeing such as
menopause, nutrition, and sleep.
• We have continued our collaborative
partnership with Hospitality Action.
Ourin-year donation of £150,000
has been instrumental in supporting
hardship grant requests from our
Whitbread employees, as well as
providing access to additional support
with counselling and advice, if required.
Whitbread PLC Annual Report and Accounts 2023/24
STRATEGIC REPORT G F O 51
Deputy Hotel
Manager
development
“ The six Deputy Hotel Manager (DHM)
development modules have had a
significant impact on my growth
withinthe business.
Particular standouts for me are
the‘resilience’ and ‘mindset’ modules,
which have given me insight and
understanding of my own personal
resilience in the work place.
Overall, the modules have really
supported me in understanding the
areas I can develop and expand on my
personal development for the upcoming
year. It has also impacted how I deliver
coaching and training within my team
and how I engage with them.
Both my peers and I agree that we all
have taken away learnings from the
modules and I recommend any DHMs,
who are new to the role to get involved.”
James Turner
DHM, Premier Inn Stratford Upon
AvonWaterway
Creating stable and engaged
teams that work together
toserve our guests
The labour market in the UK remains highly
competitive and we implemented several
initiatives in 2023/24 to ensure that our
operational teams remained stable; this
unlocks benefits in delivering a better guest
experience and a reduction in turnover also
enables greater efficiency in our recruitment
and training. We identified three key areas
of focus to proactively improve turnover
and have consequently seen rates improve
by upwards of 5%pts. This improvement in
workforce stability resulted in vacancy
levels in our peak summer period dropping
from 5,000 last year to 1,500 this year and
the enhancements we made to our centralised
resourcing model in 2022/23 meant that we
hired more quickly against those vacancies.
There were three main areas of focus that
drove further stabilisation of teams:
New starter experience
• We simplified the induction whilst
improving associated content and
materials for all hourly paid team
memberroles.
• Our turnover rates amongst new hires are
typically higher than rates for any other
tenure band but due to the induction
improvements this has improved significantly.
69% of our employees now have more
than one years’ service, up from 59%
in2022/23.
Investing in manager capability
• Our teams told us that their manager
relationship was critically important to
their experience of working for Whitbread
and so we have created a programme
of activity to invest in the capability of
our shift leaders, beginning with deputy
hotel managers in Premier Inn. Since the
programme start in August 2023, 875
managers have completed the first two
development sessions and all deputy
hotel managers will have accessed
a variety of leadership development
interventions by the end of the current
financial year.
• We are also piloting a similar programme
of leadership development with our
Premier Inn duty managers and we will
roll out this development activity to all
shift leaders in operations in 2024/25.
Focus on London
• Labour market challenges are
exacerbated in London, particularly
amongst housekeepers, where we
have historically utilised labour pools
from within the EU that have shrunk
post-Brexit. Therefore, we introduced
enhanced communication activity,
provided our housekeeping managers
with targeted leadership development,
including D&I training reflecting the
diversity of their teams, invested in
additional equipment, and trialled
extended contract hours to better suit
team members’ lives and circumstances.
• This resulted in housekeeper turnover
in London decreasing by more than
30%pts year-on-year and in our latest
engagement survey 92% of housekeepers
said that they are proud to work for
Whitbread and would recommend us
asaplace to work.
Whitbread PLC Annual Report and Accounts 2023/24
52 STRATEGIC REPORT
CHIEF PEOPLE OFFICER’S REVIEW CONTINUED
High Potential Leadership Programmes in partnership withHULT Ashridge
Senior Leaders Programme (SLP)
12-month programme for experienced senior leaders with potential for broader roles.
The first cohort of 13 senior leaders completed their training in 2023/24.
Senior Managers Programme (SMP)
12-month programme for leaders with potential for broader roles. Thefirst cohort of 17
leaders completed their training in January 2024.
Future Senior Leaders Programme
Nine-month programme for senior managers with potential for senior leader roles.
Thefirst cohort of 20(identified via the talent cycle) started in February2024.
Operational Leadership Development Programmes
‘Leading for Tomorrow’ Programme
12-month programme designed to equip our operational managers with the skills to
lead a modern workforce into the future.
This was first completed by our operations directors and our regional operations
managers in March 2023, with 550 hotel managers and general managers completing
the programme in February 2024.
Internal Management Development Programme
‘Progressing Into’ is our new suite of internal management development programmes,
providing clear training paths to develop people for their next management role.
In 2023, we ran 14 pilot programmes for 252 delegates.
Fast Track Chef
programme
Our fast track chef programme takes
people from no experience to chef in
20 days. Over that time our kitchen
academy trainers upskill candidates
across a variety of kitchen skills,
including cooking to a specification,
brand standards, shift management
and breakfast service. Gifty is now
excelling in her role as chef at
Honourable Pilot Cookhouse + Pub in
Gillingham and loves serving up great
experiences to all our guests.
“ I became more confident and efficient
in the kitchen. We have a great
management team that provides us
with a good and supportive working
environment. I have been able to apply
the skills I learnt during the training.”
Gifty Mensah
Kitchen team member, Honourable
Pilot Cookhouse & Pub
Level 6 Data
Science
apprenticeship
“ After completing my A-levels, I joined
Whitbread’s 2023 summer internship
programme and I was thrilled to discover
that Whitbread had an apprenticeship
opportunity in Data Science, which
was exactly what I was looking for.
The opportunity to learn and work
simultaneously has always appealed
to me. As a young person, it allows
me to gain work experience, which is
key in career progression, without
missing out on my education.
I’m really happy to see how
supportive Whitbread is with my
learning and the independence I’m
given. I also discovered I would be
rotating in different functions within
my role. This stood out to me the
most, it’s a great opportunity to test
out different areas and find exactly
what I enjoy doing the most.”
Aeysha Hasham
Data Science Apprentice,
SupportCentre
Investing in our talent to grow and develop careers
Following the launch of our annual talent cycle to our leadership population in 2022, we
have extended our structured approach to talent to our top 800 in 2023, which includes
individual career conversations, talent calibration and talent action plans.
Embedding this cycle for the second year for our leadership population has given us a more
accurate view of our succession and capability; extending it to a broader population has
enabled us to have a clearer picture of whom to focus on and where to invest in development.
As a result, we have continued to invest in focused areas of development within our senior
leadership and operational leadership teams over the last 12 months:
Whitbread PLC Annual Report and Accounts 2023/24
STRATEGIC REPORT G F O 53
Early
careers
Removing
barriers
to entry
Fast
track
careers
Support Centre
summerinterns
We piloted a ten-week summer internship scheme, welcoming ten interns
from local schools and the 10,000 Black Interns programme.
We piloted a Support Centre apprenticeship programme aimed at local
diverse talent who study for a degree-level qualification whilst working in
different placements within specific functions.
We continued to recruit graduates for our finance graduate scheme.
Participants study for a financial qualification during the three-year
programme. The programme develops a pipeline for key finance roles.
We ran 500 work experience placements for secondary school students in
operations, with an additional 300 work placements for university students.
We have over 1,900 people in operations completing an apprenticeship,
ranging from Level 2 through to foundation degree level apprenticeships.
Our partnerships with Derwen and Hereward colleges provide work experience
and pathways to employment for young people with special educational
needs. This year we hosted ten supported work experience placements.
Fast track chefs is a unique recruitment programme that offers people
without any previous kitchen experience, the opportunity to be trained to
thefull standard of a Grill Chef in 20 days and work in one of our restaurants.
We recruited 90 people onto this programme last year across the UK from a
diverse range of people across age, ethnicity and background.
Support Centre
apprenticeships
Support Centre
graduate schemes
Operations work
experience
Operations
apprenticeships
Special educational
needs
Fast track chefs
Hospitality Team
Member Level 2
apprenticeship
“ I see a future with Premier Inn. I love
how this business works and the
support they give you. They make
you feel like nothing’s too much
bother. The incentives help, there’s
perks at work too which gives you
money off your shopping – and we
get a bonus. I’ve got an ambition to
be Head Housekeeper and I want to
do it here.
Applying for the Head Housekeeper
role was what led me to my
apprenticeship. I didn’t get the
jobbecause I didn’t have enough
experience. So, to get the job I want,
Ineeded to advance my skills. The
apprenticeship was mentioned as a
way to do that so I said to my hotel
manager – sign me up!
We’re an amazing team, we’ve got
each others’ backs and the work
we’re doing here keeps Premier Inn
on top with our guests.”
Kay Jackson
Reception Team Member,
Premier Inn Plymouth City Centre
Further, we have also developed a youth strategy for Whitbread to enable us to become the employer of choice for young people in the
UK. The strategy is built around three key pillars: early careers, fast-track careers and removing barriers to entry. Many initiatives are
already live, with further opportunities to deliver in 2024/25.
Whitbread PLC Annual Report and Accounts 2023/24
54 STRATEGIC REPORT
Listening to our teams
Our people are
at the heart of
Whitbread and we
are strong believers
that engaged
teams deliver great
guest experiences.
Consequently, we are
passionate advocates
for listening to our
teams, understanding
how they are feeling,
and seeking their
views to help shape
business decisions.
Our Voice Your Say
L
i
s
t
e
n
i
n
g
c
h
a
n
n
e
l
s
T
e
a
m
m
e
m
b
e
r
s
S
h
a
p
i
n
g
d
e
c
i
s
i
o
n
m
a
k
i
n
g
We’re listening
CHIEF PEOPLE OFFICER’S REVIEW CONTINUED
Whitbread PLC Annual Report and Accounts 2023/24
STRATEGIC REPORT G F O 55
Our listening programme
We have a structured calendar for listening
through the year that encompasses surveys,
our employee forum (Our Voice), and a
programme to engage with specific groups
of employees (All Ears).
Our survey programme (Your Say) is
questionnaire-based listening giving all
employees the opportunity to tell us,
anonymously, how they feel against a set
ofpre-defined questions and supporting
open-ended opportunities to capture comments.
We also ask all leavers a set ofquestions to
understand why they are leaving us to
support future retention actions.
Engaging with our workforce
Our Voice is our formal workforce advisory
panel and is arranged in a framework that
allows views to be raised, listened to, and
incorporated into the decision-making
process through two-way communication
between senior leaders and our teams.
Representatives are elected by our
workforce. In operations it deliberately
ladders through a divisional meeting – so
that representatives from a geographical
area can surface issues pertinent to them
with their leadership – up to a national
forum where a summary of issues from
across the whole country can be discussed
with the Operations Director.
Our Voice is our formal collective consultation
partner as required and is also our vehicle
for consultation on health & safety legislation.
It fulfils our obligations under the UK
Corporate Governance Code.
Listening & Engagement Manager
“ My background at Whitbread was as a
Regional Operations Manager for Premier
Inn, leading a region to deliver fantastic
stays for our guests. I have a real passion
for supporting our front-line teams and
always appreciated that some of our best
ideas for how we could improve our ways
of working came from the people that
were delivering great service, day in,
dayout.
I was elected as a National Our
Voicerepresentative in addition to my
leadership role, which meant that I was
able to play a part in bringing all of that
feedback and all of those suggestions from
our teams into a bi-annual meeting chaired
by the Managing Director, UK Hotels &
Restaurants and Chief People Officer. It
was always a brilliant day withthe chance
to bounce ideas around between team
members and the senior leadership
inthebusiness.
When the opportunity arose to apply
forthe role to run all of Whitbread’s
employee listening programmes I jumped
at the chance. I was really keen to bring
all of my operational experience to bear
across the whole organisation. I now
runall of our survey and forum-based
listening, translating what we hear from
all of our colleagues into actionable
insight designed to improve employee
experience and, ultimately, the service
that we’re able to provide for our guests.”
Laura Tait
Listening and Engagement Manager
Listening to our team members
All Ears is another forum-based listening
programme utilising specified role groups
within operations to work on known
business issues; it is unelected but akin
toabespoke research channel with our
operations employees.
Overall, we continue have an engaged
workforce: our Your Say results across the
Company are positive, with the majority
ofscores reported above 80% in our
regularly repeated questions. We had a
record number of responses to our latest
employee survey in autumn 2023, hearing
from 28,013 employees.
In operations overall scores are very
positive. Our operations teams feel engaged
bytheir managers, valued as individuals,
well-trained, properly equipped and
enthusiastic about coming to work. In
Support Centre results are also positive,
with strengths across our line manager
metrics, a sense of working on behalf of
ourguests and fair treatment regardless
ofpersonal background.
Across both operations and Support Centre
we have seen encouraging signs of a more
consistently reported employee experience
when looking at results through the lens of
diversity and inclusion and we continue to
be committed to understanding the
employee experience of everyone at
Whitbread regardless of their identity
orpersonal characteristics.
Rachel Howarth
Chief People Officer
29 April 2024
Whitbread PLC Annual Report and Accounts 2023/24
56 STRATEGIC REPORT
GoodGood
Force for
STRATEGY IN ACTION: FORCE FOR GOOD
Whitbread PLC Annual Report and Accounts 2023/24
STRATEGIC REPORT G F O 57
“ It is a pleasure
tolead a company
with such a strong
focus on, and
passion for, doing
the right thing.
Force for Good is
embedded across
the business and
it’s great to see an
ESG programme
with such breadth
andambition.”
Dominic Paul
Chief Executive
What is Force
forGood?
Force for Good brings together our
approach to environmental, social and
governance issues and is at the heart of
our business.
We focus on our three pillars, Opportunity, Community
and Responsibility, which helps us to drive meaningful
change across a broad spectrum of topics. At its heart,
Force for Good is about enabling people to live and
work well as we strive to have a positive impact on the
many people and communities our business touches
andreduce any negative impact on the environment.
Opportunity
79%
of our team members say they are
proud to work at Whitbread
Community
£2.4m
raised for Great Ormond Street
Hospital Children’s Charity
Responsibility
54.9%
reduction in Scope 1 & 2 carbon
emission intensity from our 2016/17
base year
Whitbread PLC Annual Report and Accounts 2023/24
58 STRATEGIC REPORT
FORCE FOR GOOD: STRATEGY
An introduction
toForce for Good
Having joined Whitbread
just under a year ago,
it has been a pleasure
and a privilege to lead
the Force for Good
programme. It is an
agenda that is close
to my heart and it is
exciting to see the
breadth and depth of
the programme, and the
impact that it has had,
and will continue to have
over the coming years.
This impact is one that
is felt by team members,
our guests, their families
across the country as
well as by our suppliers
and ourcommunities.
Whitbread is committed to being a Force
for Good in terms of our environmental and
social impact. Employing over 38,000
people and operating in over 900 hotels
across the UK and Germany means we can
have a large impact when positive action is
applied at scale. This is what I find so exciting
about the programme, the ability to make
tangible and meaningful change for so many
people. The Force for Good programme is
avital tool in driving this impact and has
been part of the fabric of Whitbread for
over ten years.
As the economic, social, regulatory and
technological landscape around us evolves
we must continue to adapt the programme
and sense check that the work we are doing
is right. This year has been one of taking
stock and ensuring we have the right priorities
in place, including beginning our first ever
double materiality assessment. This means
that we are looking at both how environmental,
social and governance issues could affect
Whitbread as well as how our business
operations impact the environment and society.
What is clear is that there are still many
challenges to overcome and large-scale change
will be required, for example to remove the
gas from our estate or work with our suppliers
to decarbonise our supply chain. We also
recognise the importance and the urgency
of the work we are doing. The EU’s climate
service announced in February this year that
global warming has exceeded 1.5°C over a
12-month period for the first time. Every
daywe see the impact of extreme weather
impacting biodiversity, lives, livelihoods and
food availability.
Clare Thomas
General Counsel
Whitbread PLC Annual Report and Accounts 2023/24
STRATEGIC REPORT G F O 59
Year in review
This year has been a busy one in the Force
for Good team, seeing us starting work on
our first double materiality assessment to
ensure we remain focused on our most
material issues, refreshing our climate
scenario analysis through the Task Force on
Climate-related Financial Disclosure process
and, of course, continuing to deliver against
our core targets. We have also seen a myriad
of new reporting requirements coming
through, from the German Supply Chain
Due Diligence Act tothe Corporate
Sustainability Reporting Directive and the
Taskforce on Nature-related Financial
Disclosure. It vital that as a business we are
prepared for these changes and work is
ongoing to ensure we are.
Across all pillars of the Force for Good
programme there have been some amazing
achievements; once again we have been
recognised externally for our work as a Top
Employer, and for our work on Diversity and
Inclusion. For example we have been awarded
a Stonewall Gold Award in the Stonewall
Workplace Equality Index 2023, Investing in
Ethnicity ‘Exemplary Employer’ status and
Disability Confident ‘Employer’ status. This
year we also continued our work on being a
menopause-friendly employer. We are
committed
to consistently communicating our
Workplace Guide to Menopause to teams
across the Support Centre and Operations.
The guide is now available in six languages
to reach as many teams as possible.
We continue to deliver an outstanding
apprenticeship programme and are also
determined to do more; following on from
our work with Derwen and Hereward
colleges, this year we announced an
ambition to get 100 supported interns
intopaid employment from special needs
educational establishments every year.
We raised nearly £2.4m for Great Ormond
Street Hospital Children’s Charity as part of
our commitment to fundraise for the new
Children’s Cancer Centre at GOSH and we
continue to donate hours to local charities
whenever we open a new site.
Our charity work continues to have impact
beyond local communities and even borders;
this year we have partnered with humanitarian
aid charity Hope and Aid Direct to donate
and convoy up to 2,000 mattresses to
support people impacted by the war in
Ukraine. This follows the 50,000 duvet
andpillow sets donated last year. And after
successful trials of local bed donations we
are now trialling donations tothe Multibank
charity which helps donate furniture and
materials which are no longer needed to
those experiencing furniture poverty in
theUK.
Highlights from Responsibility, our
environmental pillar, include gaining Science
Based Targets initiative (SBTi) accreditation
for our net zero targets, opening our first
hotel designed with no connection to
natural gas which runs entirely on
renewable energy, continuing the trial of
retrofitting older properties to be wholly
renewable andprogressing well on the roll
out of water and gas-saving technology
across theestate. You can find out more
about allthese initiatives and projects in our
ESGreport.
We have also faced some challenges.
Forexample, our food waste target has
required renewed focus and we have
created a cross-functional working group
todrive this forward over the coming year.
And while we had planned to set biodiversity
targets this year, we have decided to spend
more time on detailed groundwork to ensure
our targets are fit for upcoming reporting
frameworks, as well as practical for our
estate and teams. As part of this we have
completed biodiversity mapping of over a
third of our estate.
The work happening under Force for Good
is the right thing to do, for our people, the
environment and the communities we work
in. We also know that it can bring commercial
benefits, bringing value to the business
though engagement and retention, making
our guests feel good about their choice, and
delivering cost savings through efficiencies.
Itis a brand differentiator and an advantage
that I believe we can build upon. Force for
Good ensures we are resilient and fit for
thefuture, recognising the importance of
responsible and ethical business practices
and operating in a way that respects people
and planet.
As we look forward to another year, I am
excited about the impact and possibilities
Force for Good will bring. Continuing to
refine and prioritise among a widening set
of ESG demands and collaborating with
industry partners and expert organisations,
will be vital as we look to deliver our targets
and efficiencies of scale. Continuing to
empower our team members and colleagues
to be a ‘force for good’ in their daily role
will also be a key area of focus. Force for
Good really is a team effort, and so I want
to take the opportunity to thank every one
of our colleagues, team members, suppliers
and industry partners who work so hard to
bring this to life.
Clare Thomas
General Counsel
29 April 2024
Premier Inn London Hampstead
Whitbread PLC Annual Report and Accounts 2023/24
60 STRATEGIC REPORT
FORCE FOR GOOD: MATERIALITY
Our approach to
double materiality
To support our Force for
Good strategy, and in line with
emerging requirements such
as the Corporate Sustainability
Reporting Directive
(CSRD),
this year we have started
work
on our first double materiality
assessment.
Double materiality broadens the threshold for corporate
sustainability reporting beyond issues that are ‘material’
tothe business from a financial standpoint to give equal
weighting to those issues that are material from an impact
perspective. This impact materiality refers to the effect
thatthe business operations have on the environment
andsociety. This includes direct impacts as well as
indirectimpacts associated with its upstream or
downstream value chain.
This assessment will not only prepare us for future reporting
requirements but is key to informing our programme and
supporting us in prioritising future activity in an ever-widening
ESG landscape. It should ensure that we are focusing our
efforts on the most material areas, to the business, society
and to the environment.
Double
materiality
Outward
impacts
ESG-related
topics for which
Whitbread
can have the
greatest impact
externally
Inward
impacts
ESG-related
risks and
opportunities
that could have
an impact on
corporate value
Considered across...
Upstream Whitbread operations Downstream
OUT
Our business
IN
Our planet and
community
Whitbread PLC Annual Report and Accounts 2023/24
STRATEGIC REPORT G F O 61
Opportunity commitment Related target(s) Performance in2023/24
We will be for everyone,
championing inclusivity
anddriving diversity
To have greater
diversity in our UK
leadership population
1
,
with a target of 40%
female representation
and 8% ethnic minority
representation by the
end of 2024
39.8%
female representation
9.1%
ethnic minority (Asian,
black & mixed ethnicity)
Through our apprenticeship
programmes, we will support
our people to findand develop
their hospitality careers
Number of completed
apprenticeships in
2023/24 in the UK
340
apprenticeships
completed this year
We aim to promote internal
succession above external
recruitment and will support
our teams in this endeavour
% of salaried
operations
management
promoted into role
this year in the UK
60%
We will listen genuinely to
ourteams, ensuring that
theirviews help inform
decision-making
Shows % positive
response to
“Recommend this as
aplace to work”
77.5%
UK Operations
71.3%
UK Support Centre
72.0%
Germany
We will support the physical,
mental and financial wellbeing
of ourteams
Number of Mental
Health First Aiders
and Champions in
theUK
162
1 Leadership population is defined by all roles at grades C20+ that are UK based.
FORCE FOR GOOD
Opportunity
A team where everyone can reach their potential
with no barriers to entry and no limits toambition.
We have continued to make good progress
against our eight diversity and inclusion
commitments which were set in 2020 and
remain focused on improving gender and
ethnic representation in our leadership
group. External recognition for our D&I
efforts continues to demonstrate that we
lead the way across the hospitality sector.
Alongside our continued Top 100 placing
inthe Stonewall 2023 Workplace Equality
Index, we have also worked extensively on
the Disability Confident scheme and were
awarded Level 2 ‘Employer’ status in
January 2024. Removing barriers to entry
and progression for those with disabilities
has required a diligent review across our
entire employee lifecycle and we take great
pride in our level 2 accreditation.
  More detail on
our work around
diversity and
inclusion can
be found in the
dedicated Diversity
and Inclusionreport
opportunity for team members looking to
build their career in hospitality and 60% of
our salaried management roles in Operations
were internal appointments in the last year.
We continue to take a holistic approach
tothe wellbeing of our teams, focusing
onphysical, mental, and financial wellbeing.
Highlights in 2023/24 include a new digital
app in conjunction with Hospitality Action,
providing resources across a range of wellbeing
topics to our teams, and the consolidation
of our previous work on mental health with
162 colleagues now trained as Mental Health
First Aiders or Champions.
It is vital at Whitbread that all our teams
feel they can be themselves at work, regardless
of how they identify. Our inclusive culture is
a real area of strength and enables us to
continue driving actions against our
commitments into 2024/25 and beyond,
rising to the ever-changing societal
challenges and opportunities in
representation and belonging.
Our four inclusion networks are now well
established, supporting our communities
and working closely with our D&I Centre of
Excellence to drive policy change, ongoing
education and training, and celebrations of
events throughout the year.
As detailed in the Teams section of this
report on pages 52 and 53 we offer a range
of entry routes and paths to progression for
our employees; apprenticeships continue
tobe a core part of our offer, available
across all roles in our sites, and 340 people
completed an apprenticeship with us in
2023/24. Our broad range of development
programmes have enabled us to unlock
Whitbread PLC Annual Report and Accounts 2023/24
62 STRATEGIC REPORT
FORCE FOR GOOD
Community
The community pillar is all about making a
meaningful contribution to the customers and
communities we serve.
Our partnership achieved Highly Commended
recognition at the Corporate Engagement
Awards for Most Effective Long Term
Commitment and won the Best Partnership
with a Children’s Charity at the Better Society
Awards. We are proud to have been in
partnership with GOSH Charity for 12 years
and have raised a total of £24.4m in
that time.
In Germany this year, we raised over €907k
for the national charity Children for a Better
World e.V (CHILDREN). This brings our
totalfundraising to date to over €1.3m.
Thecharity is dedicated to combating
childpoverty in Germany. CHILDREN uses
donations from Premier Inn to provide
disadvantaged children with warm, balanced
meals every day. The funds raised also support
projects that aim to promote everyday skills
and participation, for example the ‘Youth
Helps’ programme supports social projects
set up by young people, thereby enabling
and promoting their social commitment.
We continue to donate hours to community
projects each time we open a new site and
are always looking at other ways that we
can support people in need. For example,
we partnered with humanitarian aid charity
Hope and Aid Direct to donate and transport
2,000 mattresses to support people impacted
by the war in Ukraine. This follows the
50,000 duvet and pillow sets sent last year.
We also started a trial with the Multibank
charity to donate furniture that is no longer
needed from our hotels to those experiencing
furniture poverty.
Since 2015, we have continued to work to
reduce the sugar, calories and salt in our
meals while still serving delicious food.
Inrecent years, we have integrated the
independent children’s nutrition assessments,
Soil Association’s ‘Out to Lunch’ rating and
the Food Foundation’s ‘Peas Please’ pledge
into our Whitbread’s Children’s Food Standards
policy as well as using the investor-focused
Plating Up Progress benchmark as a
framework for our strategydevelopment.
Community Commitments Performance in 2023/24
We will raise £3m each year
forGreat Ormond Street
HospitalChildren’s Charity
£2.4m
raised
For every new site, we will donate
our time to actively supporting
local community activity
1,384
hours donated to local community charities
We will strive to be a leader in our
sector for delicious, appealing
and healthier children’s food
We continue to be a signatory of Peas Please
andhave been externally recognised for our
children’smenus
We will improve the nutritional
value of our menu by continuing
to reduce sugar, salt and calories
20% by 2024 salt reduction
programme (Baseline 2017)
20% by 2020 sugar reduction
programme (Food) 20% by 2021 sugar
reduction (Drink) (Baseline 2015)
20% by 2025 calorie reduction
programme (Baseline 2017)
19.8%
salt reduction
24.1%
sugar reduction
4.3%
calorie reduction
We have continued our partnership with Great Ormond Street Hospital Children’s Charity
(GOSH Charity). We have committed to raise £20m, as a founding partner, to help build a
world-leading Children’s Cancer Centre at the hospital. This year we raised nearly £2.4m,
bringing our running total to £6.8m of our £20m pledge. Team members from across both
operations and support centre have been involved in a range of fundraising activities from
skydives to skateboarding to marathons. A highlight in May was the Million Minutes
campaign, an opportunity for team members to make personal pledges to improve their
health and wellbeing. Team members across the UK took part in individual challenges or
team activities equating to a million minutes benefiting their wellness and raising £100k.
Whitbread PLC Annual Report and Accounts 2023/24
STRATEGIC REPORT G F O 63
Responsibility Commitments Performance in 2023/24
Whitbread’s critical commodities will be
accredited against robust standards (UK
andIreland)
100% cage-free status on all whole shell and ingredient
egg by 2025
100% raw beef produced to a recognised farm
assurance scheme
100% of whole fish served will be MSC or
equivalentcertified
100% of palm oil in own recipe product
1
will be RSPO
certified by the end of 2025
90% of our cotton sourced as Better Cotton by 2025
3
100%
of whole shell eggs served are
cage-free
75.2%
of ingredient eggs in our own
recipe products
1
have cage-
freestatus
100%
whole fish served is MSC
orequivalent certified
100%
of our raw beef range is
produced to a recognised farm
assurance scheme in its country
of origin
7O.9%
of palm oil in our own recipe
products is RSPO certified
(mass balance/seg)
We continue to work with
Better Cotton to source our
cotton more sustainably
2
100% of our suppliers will be risk assessed for
inherent human rights risk
100%
of suppliers’ risk assessed for human rightsrisks
4
We will eliminate unnecessary single useplastic in
the UK by 2025
We are now signatories of the UK Plastic Pact and are working to
eliminate their identified ‘problematic plastics’ (read more in our
ESG report)
We will not send any UK operational waste
tolandfill
100%
of operational waste diverted from landfill
We will cut our food waste in the UK by 50%
by2030
10.0%
reduction in food waste from our 2018/2019 baseline year
We will reduce Scope 1 and 2 emissions
by99.6% by 2040
54.9%
Scope 1 and 2 intensity reduction from our 2016/2017 baseline year
We will reduce Scope 3 emissions by 90%
by2050
34.7%
Scope 3 intensity reduction from our 2018/19 baseline year
We will reduce water use in the UK by 20%
perguest by 2030
10.1%
reduction in water use per sleeper from our 2019/2020 baseline year
FORCE FOR GOOD
Responsibility
Always operating in a way that respects people and the planet.
Having published our Transition Plan at the end of last year,
we gained validation on our Scope 1, 2 and 3 targets from
the SBTi in May 2023. We are now pushing ahead with the
priority projects outlined within this as we work to reduce
our emissions.
As part of this programme we opened our first all-electric
hotel in Swindon in October 2023. This is our first hotel
designed with no connection to natural gas and which runs
entirely on renewable energy. This will be a blueprint for our
new developments going forward and was recognised at
the edie awards, winning the Built Environment Project of
the Year Award. Alongside this we began work on retrofits
to net zero on six sites, removing gas to enable them to run
entirely on renewable electricity. We will take the learnings
from these sites to inform our continued retrofit programme.
Another highlight from the year includes delivering a 10%
reduction in water per sleeper against our base year. This
has been achieved through the installation of more water-efficient
shower heads and tap connectors, continued water stewardship
programmes and a continued emphasis on leak detection
and repair.
Read more on our approach to Climate-Related Financial
Disclosures on pages 74 to 97
  You can read more about all our
targets and work to help protect
the environment in our ESG report
1 Own recipe is where Whitbread owns the recipe of the product ordish.
2 Current year reporting not available, we will report on progress in 2024/25.
3 Relates to cotton in rented linen, ‘guest buys the bed’ and duvet and pillow
purchases annually. Better Cotton is sourced via a chain of custody system of
mass balance and is not physically traceable to end products.
4 Assessments are based on both the supplier’s country of operation and
associated sector risk. 100% of suppliers receive a country risk assessment
but only suppliers over £10,000 in annual spend receive both assessments.
Whitbread PLC Annual Report and Accounts 2023/24
64 STRATEGIC REPORT
RISK MANAGEMENT
Understanding and
responding to risk
Risk management framework
An effective and robust risk
management process is integral
to achieving our strategic
priorities. Our success is
underpinned by our ability to
identify, manage and mitigate
risk within our business.
We can never fully avoid or eliminate risk, which arises
naturally from operational and strategic decisions taken.
Instead, we must actively manage and harness risk as far
asis practical, whilst pursuing our business objectives.
The Board has ultimate responsibility for risk management
throughout the business and determines the nature and
extent of the risks we are willing to take. Certain responsibilities,
including overseeing the systems of risk management and
internal control, have been delegated by the Board to the
Audit Committee, which completes an annual review of
theeffectiveness of these processes. Our functional areas
review both operational and strategic risks relevant to the
achievement of their respective goals, reporting these to
the Executive Committee and allowing effective risk
management throughout the business.
A robust, top-down risk assessment is completed bi-annually
to capture Board and Executive Committee views on the
principal risks facing the business and our related risk
appetite. This enables us to keep up to date with changes
inour risk profile and adapt as necessary. Actions required
to manage these risks are monitored and reviewed on a
regular basis.
Risk management reporting and escalation
Board
Accountable for strategic risk management, including the
assessment of risk appetite, and ensuring a sound system of
internal control and risk management is in place.
Read more on pages 106 to 110
Executive
Committee
Review, challenge and
approval of Group risks.
Read more on page 111
Risk Working
Group
Identify and evaluatenew
risks, monitor risk
interdependencies and
report key risks to the
Executive Committee.
Audit
Committee
Oversight and challenge of
the effectiveness of risk
management and
mitigating controls.
Read more on pages 116
to 121
Internal
Audit
Co-ordination
andanalysis.
Read more on page 118
Governance, strategy, oversight and communications
Whitbread PLC Annual Report and Accounts 2023/24
STRATEGIC REPORT G F O 65
Risk identification
Our risk management process is maturing,
with efficient and effective processes
embedded across the business. This ensures
that we are able to proactively identify and
evaluate risks which may affect our ability
to achieve our strategic objectives and
strategy and implement practical and
pragmatic mitigations to reduce these
toanacceptable level.
Risks are often highly interdependent,
meaning changes to one risk can affect
multiple existing risks or result in new risks
being created. Our Risk Working Group
(RWG) is a collaborative forum, which
includes organisation-wide representation
across functions, allowing us to utilise insights
from senior leaders to effectively monitor these
interdependencies effectively and identify
associated new risks. The RWG reports
directly to the Executive and Audit Committees
on risk management across Whitbread.
All principal risks are assigned to a member
of the Executive Committee and this, combined
with our robust three lines of defence model,
helps to reinforce a tone of accountability
throughout the business. Internal Audit
constructs a risk-based audit plan, aligned
to the principal risk register, to provide
independent assurance over our
highest-riskactivities.
Risk appetite
Risk appetite is defined as the level of risk
we are willing to accept in pursuit of our
strategic priorities. The level of risk acceptable
for principal and emerging risks is assessed
on an annual basis by the Executive Committee
and Board members, who define their risk
appetite against key indicators including
potential impact of risk, likelihood of risk,
and ability to reduce risk through mitigation.
This ensures alignment between our view of
acceptable risk exposure and the strategic
priorities of the business.
The Executive Committee communicates
the appetite for risk, to embed this within
our ways of working. Risk appetite is
considered when making strategic or
operational decisions regarding new
opportunities for the business.
Emerging risks
Emerging risks are ‘known unknowns’. Risk
themes that we are aware of but do not yet
have a clear view as to if or how the risk will
materialise, with any impact to the business
difficult to quantify.
“ Our risk management process ensures that we are able to
proactively identify and evaluate risks, and implement practical
and pragmatic mitigations to reduce these to an acceptable level.”
Hemant Patel
Chief Financial Officer
The current pace of change and uncertainty
driven by areas such as technology and
geopolitics mean that effective identification
and monitoring of emerging risks has never
been more important in enabling proactive
risk management. In order to identify
emerging risks at the earliest opportunity,
risk themes and trends from industry,
professional bodies and peer networks are
collated and reviewed at least annually by
the Executive Committee and managed
through the risk management framework
asappropriate.
Uncertainty driven by global conflicts
persists, with the most recent Israel-
Palestine escalation and wider unrest in the
Middle East, the continuation of the war in
Ukraine andtensions between China and
Taiwan remaining. Any number of these has
the potential to disrupt the availability of
key goods and services for our business,
directly or indirectly. Despite increasing
pressures, our international supply chain has
proven resilient, with contingencies built
into our processes to ensure we can
continue delivering for our guests and team
members. We regularly review continuity
plans, especially around critical suppliers,
whilst ensuring consideration of our ethical
and sustainability targets.
The wider geopolitical landscape is also set
for significant change in the year ahead, as
almost half the world’s population participate
in a series of key elections. Whilst the results
of the UK General Election may have the
most obvious implications for Whitbread,
the results of elections in many global powers
such as the US, the EU, and those across
our wider international supply chain could
result in regulatory and policy change or
stagnation. Changes are possible in a range
of areas including wage rates, personal tax
and allowances, governance and controls,
external disclosure requirements, and
sustainability targets. This level of uncertainty
means the quantum and pace of change
that could soon impact our operations is
difficult to define.
Whilst we are currently managing the
immediate need to staff ourbusiness
effectively, younger generations are
drivingchange in the workforce with
newrequirements and expectations. This
includes the importance of a diverse and
inclusive culture. Structurally, the labour
base across the UK is shrinking, therefore
competition for talent remains key. Our
resourcing model has a specific focus on
youth to ensure that we can remain an
attractive employer to the future workforce,
with investment in ongoing development,
well-being and our diversity and
inclusionstrategy.
Updated risks
Internal and external factors, as well as
continued uncertainty of key drivers, mean
the nuances in the detail or our risks are
constantly changing. Risk descriptions are
periodically reviewed and updated to ensure
they remain an accurate reflection of the
risks faced by the business.
Whitbread PLC Annual Report and Accounts 2023/24
66 STRATEGIC REPORT
PRINCIPAL RISKS AND UNCERTAINTIES
Principal risks
Movement vs prior year
Lower
Higher
Level
Risk Key mitigations
Uncertain economic outlook
Uncertain UK & Germany economic outlook and the
resulting impact on hotel market demand, recognising
potential local political changes and the impact from
wider macroeconomic trends and increasing volatility
from geopolitical conflicts. This may result in softening
and changeable demand, continued weak public and
consumer confidence; reduced international travel;
structural inflation widely impacting our cost base across
wages, utilities, food costs and construction materials;
leading to an inability to meet customer demand.
Overall, this may result in declining cashflows, significant
supply chain disruption, impact on property valuations,
increasing quantum and cost of borrowing, and place
undue strain on the Group’s balance sheet.
• We currently have a strong balance sheet, with substantial liquidity and a large
freehold property base, giving us the option to raise additional funds by entering into
sale and leaseback agreements, if required.
• We continue to make good progress with our efficiency programme and rolling utilities
hedging, to offset inflationary and demand-led pressures, and maintain rigorous
discipline over our capital spend and costs.
• We continue to execute our strong commercial strategy, designed to increase market
share and financial returns through execution of several commercial initiatives.
• Our rigorous business planning process considers many scenarios and appropriate
responses, always seeking to drive increased returns and create value for shareholders.
Link to strategic priorities
Risk appetite
N/A
Movement vs prior year
Cyber and data security
Businesses continue to be subject to continuously
evolving methods of cyber-attack. Data breaches or
operational disruption caused by malware such as
ransomware, can result in a loss of revenue, brand trust,
regulatory fines and have an adverse impact on the
Company’s share price.
• We have a specialist team and mature information security management in place with
a wide range of proactive and reactive security controls including up-to-date antivirus
software across the estate, network/system monitoring, and regular penetration testing
to identify vulnerabilities.
• All IT change and engineering has information security built in by design.
• A continuous security improvement programme is in place, with regular internal
andexternal independent review of the control effectiveness and maturity.
• Our mature risk process and proactive threat modelling and monitoring allow us to
identify and address threats at the earliest opportunity.
• We have solid compliance foundations across all countries for data protection, and
effective collaboration between the Information Security and Data Protection teams
exists to minimise risks and ensure compliance with GDPR.
Link to strategic priorities
Risk appetite
Low
Movement vs prior year
See pages 16 and 17
Strategic priorities
Grow and innovate
in the UK
Focus on our strengths
to grow in Germany
Enhance our capabilities to
support long-term growth
Whitbread PLC Annual Report and Accounts 2023/24
STRATEGIC REPORT G F O 67
Risk Key mitigations
Strategic business change and interdependencies
Unable to successfully deliver major transformational
programmes particularly under time bound pressures
and realise benefits due to the high volume of change.
This particularly refers to estate optimisation and the
execution of our Accelerating Growth Plan at a
significant pace, people related technology, upgrading
and securing our systems networks across the estate
andother commercial optimisation projects whilst
embedding new ways of working having successfully
delivered new CRM technology. This risk is elevated for
the next six to 12 months due to the dependencies
across programmes; the extent of the impending
changes across a significant part of the estate; the
speedof change and operational impact and recognises
the significant investment in technology over the next
five years.
• To help ensure successful delivery of the change projects, we have enhanced internal
project delivery expertise and capability with a robust assurance management framework.
• This framework is coupled with regular reporting, cross-functional forums such as
technical committees and the Risk Working Group, and clear escalation channels to
theExecutive Committee.
• Our mature and independent programme assurance plan ensures aligned assurance
provided with subject matter experts used to provide external insight.
• We engage with a range of specialist change and technology third parties to gain
expertise and insights.
Link to strategic priorities
Risk appetite
Medium
Movement vs prior year
Increase in likelihood due to critical
dependencies and the volume and
pace of programmes
Germany profitable growth
Uncertain German economic outlook or failure to achieve
a flexible operating model, impacting our ability to build
the Premier Inn brand, deliver market growth assumptions
and drive out targeted level of return in a timeframe that
satisfies shareholder and analyst expectations whilst
recognising the significant amount of capital now invested.
Some counterbalance with increased opportunity to
acquire sites due to competitor weakness.
• We are able to use the deep level of skills and experience used to build the UK
business, coupled with our strong development team and new leadership in country,
which is able to perform detailed and ongoing assessment of the German market and
economic fundamentals at both a micro and macro level.
• Focus continues to be on the development of our strong organic and small M&A
growth pipelines, to become the number one hotel brand in Germany.
• We reduce capital costs through better buying power and harness efficiencies
andsynergies with the UK business.
Link to strategic priorities
Risk appetite
High
Movement vs prior year
Movement vs prior year
Lower
Higher
Level
See pages 16 and 17
Strategic priorities
Grow and innovate
in the UK
Focus on our strengths
to grow in Germany
Enhance our capabilities to
support long-term growth
Whitbread PLC Annual Report and Accounts 2023/24
68 STRATEGIC REPORT
PRINCIPAL RISKS AND UNCERTAINTIES CONTINUED
Risk Key mitigations
Increased and extended focus on food and
beverage proposition in restaurants
There is a risk that the divergence in performance of
accommodation and food and beverage drives an
increased focus on restaurants by the business to
adequately provide a solution that satisfies any
investment required in a short timeframe.
The branded restaurant market continues to be highly
competitive with headwinds from inflation and cost-of-
living impact on demand yet to be fully understood.
Therefore, any strategic options could be highly complex
and sensitive to resolve requiring key input from senior
management. Disruption for the Premier Inn customer
across the change and final proposition could negatively
impact RevPAR.
This also highlights an opportunity to focus on the
value-led consumer and continue to benefit from the
Premier Inn customers to drive incremental RevPAR.
• We have developed a detailed change programme to implement our Accelerating
Growth Plan that aligns to our strategic objectives whilst continuing to maintain and
develop positive relations with all stakeholders.
• New menus and propositions have been launched, including revenue opportunities from
focusing on daypart trading, premiumisation and improvement of guest experience by
integrating ground floor spaces.
• We harness better buying with supply chain and procurement targets.
• We are always considering how best to serve our customers with extensive market
research and customer feedback.
• Our periodic rejuvenation of our brands and their associated marketing ensure we
optimise spend. This includes specific brand-led initiatives and focus on key events
throughout the year.
Link to strategic priorities
Risk appetite
High
Movement vs prior year
Increase as we recognise the
potential impact to the Premier Inn
customer
Extended stagnation of the UK property market
slows UK growth
The stagnation in the UK market continues for longer
than expected and impacts our ability to maintain the
UK pipeline, putting pressure on our returns and UK
growth in subsequent years.
This is driven by the slowdown in developer-led
opportunities due to weak sentiment and possible fall
invalue of land; construction inflation; increased cost of
debt; and investment yields.
Whitbread could potentially take on a risk premium to
acquire sites by assuming a future value from sale and
leaseback arrangements.
Opportunities may become available as less competition
to buy land and to build out or developers may look to
release properties in the short term.
• We have a strong balance sheet that we can use to access a wide variety of different
property-related opportunities.
• Our strong financial covenants make us more attractive to investment funds as a
preferred hotel tenant.
• We have a robust capital investment framework with updated analysis including yield
ranges (+/-50bps), coupled with an experienced and well-networked property team
tosupport decisions.
• We perform continual monitoring of the market with sale and leaseback yields
testedregularly.
• Our committed pipeline remains solid with 6,795 rooms and 38 hotels over the
next3years.
Link to strategic priorities
Risk appetite
Medium
Movement vs prior year
Increase reflecting current forecasts
and uncertain timeframes for any
property market recovery
Movement vs prior year
Lower
Higher
Level
See pages 16 and 17
Strategic priorities
Grow and innovate
in the UK
Focus on our strengths
to grow in Germany
Enhance our capabilities to
support long-term growth
Whitbread PLC Annual Report and Accounts 2023/24
STRATEGIC REPORT G F O 69
Risk Key mitigations
Talent attraction and retention
Structural changes to the macro labour market remain
challenging but stable for recruitment and retention,
with hot spots in specific roles and geographies such as
chefs and housekeeping along with real cost-of-living
pressures that impact hospitality disproportionally.
Significant organisational changes drive uncertainty and
job security which impacts Support Centre engagement
whilst there is a focus on delivering strategic priorities.
This may also impact external public sentiment and
attraction to Whitbread, meaning we have access to a
smaller talent pool and low levels of diversity in the
senior leadership team, putting pressure on cost inflation
and potential disruption. In addition, following a long
period of senior leadership stability more recent changes
are felt more acutely especially during high levels of
business change.
• The success of our business would not be possible without the passion and
commitment of our teams. Team engagement is fundamental. We monitor this closely
through our annual engagement survey and invest in ongoing development, wellbeing
and engagement, along with driving our diversity and inclusion strategy.
• We have invested significantly in our Direct Hire Resourcing team, as well as optimising
the model and we continue to drive employer brand presence with a specific focus
onyouth.
• Team retention is a key component of our WINcard and Annual Incentive Scheme,
withlong-term incentive schemes in place for senior team members.
• We have focused reviews of remuneration in key areas each year and regularly
benchmark our reward packages against the market to ensure these remain attractive.
Link to strategic priorities
Risk appetite
Medium
Movement vs prior year
Reduction due to gradual
stabilisation of labour
marketand materialisation
ofbenefits from recruitment
and retention strategies
Third-party arrangements and supply
chainrigour
Whitbread has several key supplier relationships that
help ensure the efficient delivery of our multi-site and
Support Centre operations, including IT, food and
beverage, distribution, and laundry services. Withdrawal
of services for one or more of these suppliers, provision
of services below acceptable standards, or reputational
damage as a result of unethical supplier practices could
cause significant business interruption.
• We continually review our preferred supplier partnerships and business continuity
arrangements. Business continuity plans are in place for critical suppliers, whilst
enhanced supplier performance monitoring allows proactive action when required.
• We expect our suppliers’ practices to be in line with our values and standards.
Suppliers are thoroughly vetted before we enter into any arrangements to ensure they
are reputable and then monitored through our supplier management arrangements.
• We have evolved our international sourcing strategy, exploring additional capacity in
China, whilst also focusing on local suppliers and utilising the Germany warehouse.
Link to strategic priorities
Risk appetite
Medium
Movement vs prior year
Movement vs prior year
Lower
Higher
Level
See pages 16 and 17
Strategic priorities
Grow and innovate
in the UK
Focus on our strengths
to grow in Germany
Enhance our capabilities to
support long-term growth
Whitbread PLC Annual Report and Accounts 2023/24
70 STRATEGIC REPORT
PRINCIPAL RISKS AND UNCERTAINTIES CONTINUED
Risk Key mitigations
Brand strength and customer demand
Brand oversupply, new budget competitor brands and
threat of disruptors in particular focused on consumer
demand and Premier Inn brand strength which exploit
current consumer price sensitivity due to the cost-of-
living crisis resulting in a loss of market share. The
combined impact of these factors presents a risk to
returns and cash flow. This is somewhat tempered by
theslowdown in the property market which reduces
theopportunities for competitors to increase capacity.
• We perform extensive top-line scenario modelling, fed by regular competitor and
market analysis, allowing us to assess the impact of various structural shifts on the
business and enabling us to make informed decisions going forward.
• Our customer and trading committees track metrics, including BrandIndex, NPS and
customer satisfaction, and feedback to supplement all decision-making.
• We continue to focus on market share trading initiatives and perform deep dive
reviews into the impacts of key competitors to our business.
• There is an established commercial and customer plan to address the brand oversupply
risk and we continuously monitor site specific performance trends.
Link to strategic priorities
Risk appetite
Low
Movement vs prior year
New
Health and safety
Death or serious injury arising from company negligence
or a significant failure resulting from food, in particular
the risk from allergens, fire, terrorism or another significant
safety failure. This could be due to a failureinsafety
standards, supply chain provenance, responsible sourcing
or poor hygiene standards, or a direct targeted terrorism
attack, all of which could lead to adverse publicity, loss
of revenue, brand damage and a sudden or prolonged
downturn in demand in key markets and locations.
• The safety of our guests and employees is of paramount importance. NSF, an
independent company, undertakes unannounced health and safety audits on sites that
cover food, fire, and general health and safety requirements. Compliance with these
requirements is incentivised as part of site WINcard measures.
• We have robust fire safety policies, procedures and training for our team members, and
work closely with independent fire safety consultants regarding fire safety in our hotels.
• We have stringent food safety and sourcing policies with robust traceability and testing
requirements, including the independent audit of key suppliers in our supply chain. We
invest considerable resources into employee training along with allergen information,
which is made easily accessible both online and at sites.
• Regular health and safety updates are provided to the Risk Working Group, Executive
Committee and Board.
• We invest in ongoing site level training to help identify hostile reconnaissance activities
and to ensure we have an appropriate response should such events take place. The
executive team also holds crisis management exercises to ensure we are prepared for
such events.
Link to strategic priorities
Risk appetite
Low
Movement vs prior year
Movement vs prior year
Lower
Higher
Level
See pages 16 and 17
Strategic priorities
Grow and innovate
in the UK
Focus on our strengths
to grow in Germany
Enhance our capabilities to
support long-term growth
Whitbread PLC Annual Report and Accounts 2023/24
STRATEGIC REPORT G F O 71
Risk Key mitigations
Environmental social and governance
As a business we have an impact on and can be
impacted by environmental issues such as inability to
meet carbon targets and potentially increasing taxes,
potential long-term water shortage or natural resource
scarcity, diverse local communities and changing social
trends such as veganism; significant volume of
regulatory change and compliance requirements.
Uncertainty as to how these collective risks will evolve
and the expectations of our wide stakeholder group to
deliver on our commitments and embed them within
ourbusiness model, could impact our reputation and
performance. Within our supply chain the risk of an
issuematerialising which is unethical or lacks
traceabilitycould impact our sustainability credentials,
whilst extreme climate changes resulting in failed crops
and disruption may translate in to increased costs for
ourbusiness.
• Our TCFD (Task Force on Climate-related Financial Disclosures) response helps
ustoidentify and assess key risks, opportunities and impacts of climate change
tothebusiness.
• Our Force for Good programme drives large aspects of our ESG agenda, with targets
around emissions, food waste and single-use plastics, ensuring our accountability for
positive change.
• We continue to manage and monitor the use of proceeds against the projects outlined
in our Green Bond framework with an independent review performed of our Green
Bond credentials. Proceeds have been allocated against our green energy, sustainable
procurement, and green building projects.
• We champion inclusivity and improving diversity across the organisation and have set
eight diversity and inclusion targets to ensure our teams feel supported and engaged
as part of this process.
• Regular ethical supplier audits combined with our responsible sourcing policies and
initiatives ensure ethical end-to-end buying.
Link to strategic priorities
Risk appetite
Medium
Movement vs prior year
Slight increase due to uncertainty
and approaching regulatory
deadlines
Movement vs prior year
Lower
Higher
Level
See pages 16 and 17
Strategic priorities
Grow and innovate
in the UK
Focus on our strengths
to grow in Germany
Enhance our capabilities to
support long-term growth
Whitbread PLC Annual Report and Accounts 2023/24
72 STRATEGIC REPORT
VIABILITY STATEMENT
The UK Corporate
Governance Code
2018 requires that
the directors have
considered the viability
of the Group over an
appropriate period
of time selected by
them. The business
planning process, which
is reviewed by the Board,
as part of the strategic
planning process,
is over a three‑year
timeline. TheBoard
acknowledges that,
despite the improved
performance of the
business, in the current
environment, the certainty
of those plans, taking
account of the potential
fluctuations in the global
economy and the impact
on competitor and
customer behaviour,
isnot certain.
The directors, in making the assessment
that three years was appropriate, considered
the current financial and operational position
of the Group and carried out a robust
assessment of the principal risks and
uncertainties facing the Group as outlined
on pages 66 to 71 of the Annual Report.
This review includes consideration of the
potential impact of climate change and
associated regulation across the viability
statement period as well as other principal
risks, specifically: uncertain economic impact,
cyber and data security, strategic business
change and interdependencies, and an
extended stagnation of the property
marketthat slows the Group’s growth.
For the purposes of the viability assessment,
the directors considered a downside scenario
in which the UK is impacted by the uncertain
economic outlook. In this scenario, the
Group has sufficient liquidity to operate
within its existing facilities.
Should the downside scenario on economic
uncertainty be combined with other principal
risks, the impact on the Group’s financial
position and the viability statement would
be dependent on the Group’s ability to access
additional liquidity. Detailed consideration
was given to the financing and other mitigating
actions that could be taken, noting the potential
to raise finance and access funds through
the Group’s valuable freehold estate. The
directors believe it is reasonable to expect
that theGroup would have access to further
financing and/or the ability to agree further
covenant amendments.
The business’s long-term strategy for
valuecreation in the UK and internationally
remains unchanged. The combination of
compelling structural opportunities and the
advantages of our unique operating model
should enable the business to outperform
inthe UK, and take market share and
capitalise on the material growth opportunity
in Germany. These strong fundamentals,
combined with an appropriate capital
structure, should drive long-term value.
Based upon this assessment, the directors
confirm that they have reasonable expectation
that the Group will be able to continue in
operation and meet its liabilities as they fall
due over the three-year assessment period.
Longer-term prospects
The sections Strategy in Action and Business
Model in the strategic report describe how
the Board has positioned the Group to take
advantage of the growth opportunities in
the markets in which the business operates
and how the Company is positioned to create
value for shareholders, over the longer
term, taking account of the risks described
in this section of the Annual Report.
Whitbread PLC Annual Report and Accounts 2023/24
STRATEGIC REPORT G F O 73
NON‑FINANCIAL AND SUSTAINABILITY INFORMATION STATEMENT
As the UK’s largest hotel company, we have a responsibility to focus
and lead on our most important people, social and environmental
issues, which is why one of our Force for Good commitments is to
ensure we always do business in the right way.
We aim to comply with the new non-financial reporting requirements contained in sections
414CA and 414CB of the Companies Act 2006. The below table, and the information it refers
to, is intended to help stakeholders understand our position on these key non-financial
matters. Our due diligence process is that each policy and standard is reviewed annually by
the responsible party and updated accordingly to ensure it reflects up to date and accurate
information. Further information on the various policies mentioned below and throughout the
report can be found on our website at www.whitbread.co.uk/governance/reports-policies.
Reporting requirement Policies and standards which govern our approach See for additional information
Anti-corruption
and anti-bribery
• Anti-Bribery Policy
• Code of Conduct
• Corporate Governance, page 105
Employees
• Gender and Ethnicity Pay Gap Report
• Health and Safety Policy – Statement
of Intent
• Speaking Out Policy
• Diversity and Inclusion Report
• Board Leadership and Company Purpose on
page 104
• Force for Good, pages 58 to 63
• Section 172 statement on page 19
Corporate
social
responsibility
Sustainability reporting
• 2023/24 Environmental, Social and
Governance Report
• TCFD reporting
• Climate-related Financial Disclosure (CFD)
• SASB reporting
• CDP reporting
Environmental policies
• Premier Inn Environment Policy
• Restaurants Environment Policy
• Responsible Sourcing – Timber Policy
• Whitbread Responsible Sourcing –
Packing Policy
• Whitbread Responsible Sourcing
Policy 2024
Responsible Sourcing Policy
• Responsible Sourcing – Soy Policy
• Responsible Sourcing – Cotton Policy
• Responsible Sourcing – Cocoa Policy
• Responsible Sourcing – Sugar Policy
• Responsible Sourcing – Meat Policy
• Responsible Sourcing – Palm Oil Policy
Animal Welfare
• Egg Track Report 2020
• Dairy Policy 2020
• Laying Hen Policy 2020
• Lamb Welfare Policy 2020
• Poultry Welfare Policy
• Animal Welfare Policy
• Beef Welfare Policy
• Pig Meat Welfare Policy
• Fish Policy
• Force for Good, pages 58 to 63,
• Read the full reports on our website,
www.whitbread.co.uk
Human rights
• Human Rights Policy
• Disability Awareness
• Equal Opportunities
• Human Trafficking Positioning
Statement
• Modern Slavery Statement
• Whitbread PLC Board
Diversity Policy 2024
• Force for Good, pages 58 to 63, and sections
highlighted with Force for Good logos
Privacy
• Customer Privacy Policy • Data Protection Policy • Employee Privacy Policy
Social matters
• Gender Pay Gap Report
• Responsible Sourcing Policy
• Diversity and Inclusion statement • Force for Good, pages 58 to 63, and sections
highlighted with Force for Good logos
• Diversity and Inclusion targets and
commitments, page 61
Description of principal risks and impact on business activity
• Principal risks and uncertainties, pages 66 to 71
Description of the business model
• Business model, pages 14 and 15
Non-financial performance indicators
• Our strategic framework, pages 16 and 17
Diversity and
inclusion
As part of our Diversity and Inclusion commitments, we are undertaking regular reviews of our policies across Whitbread to ensure they are inclusive, particularly
of under-represented groups. For further information, see page 61.
Whitbread PLC Annual Report and Accounts 2023/24
74 STRATEGIC REPORT
CLIMATE‑RELATED FINANCIAL DISCLOSURES
Disclosure Where we cover this disclosure Pages
Alignment with
CFD or Companies
Act requirements
Governance: Disclose the organisation’s governance around climate-related risks and opportunities.
Describe the Board’s oversight
of climate-related risks and
opportunities.
The Governance section describes the Board’s oversight of
climate-related issues, including the frequency by which the
Board and other forums meet to discuss these issues and how
it considers, implements and monitors progress against goals
and targets.
See pages
88 and 89
(a)
Describe management’s
roleinassessing and managing
climate-related risks and
opportunities.
The Governance and Risk Management sections describe
management’s role in the assessment and management of
climate-related issues, including: assignment of climate-related
responsibilities; the associated organisational structure(s);
processes by which management is informed about climate-related
issues; and how management monitors climate-related issues.
See pages
88–94
Strategy: Disclose the actual and potential impacts of climate-related risks and opportunities on the organisation’s
businesses, strategy, and financial planning where such information is material.
Describe the climate-related
risks and opportunities the
organisation has identified
overthe short, medium,
andlong-term.
The Strategy section sets out what we consider to be the
relevant short, medium and long-term time horizons, together
with a description of the specific climate-related issues
potentially arising and their associated potential financial
impacts on our business. A description of the principal risks
and opportunities is also set out in the Strategy section. The
processes used to determine which risks and opportunities
could have a material financial impact on our business are set
out in the Risk Management section.
See pages
77–86 and
92–94
(d), (e), (f)
Describe the impact of climate-
related risks and opportunities
on the organisation’s businesses,
strategy, and financial planning.
Within the Strategy section, we describe how climate-related
issues serve as an input to our financial planning process, the
time period(s) used and how these risks and opportunities are
prioritised. Climate-related scenarios were used to inform the
strategy and financial planning and such scenarios have been
described in the Risk Management section.
See pages
77, 78 and
92–93
Describe the resilience of the
organisation’s strategy, taking
into consideration different
climate-related scenarios,
including a 2°C orlower scenario.
Within the Strategy section, we describe how climate-related
issues serve as an input to our financial planning process, the
time period(s) used and how these risks and opportunities
areprioritised.
See pages
77 and 78
In another year where
countless climate
records have been
broken, it is more
important than ever
that we minimise the
impact of our business
on the climate while
preparing the business
for the uncertain future
climate change presents,
considering both risks
and opportunities for
ourbusiness.
The following pages provide an overview of
our climate-related risks and opportunities,
and contain our responses to the 11 TCFD
disclosures, as well as the Companies Act
2006 requirements (s414CA and CB).
Minimising the impact of climate change
Whitbread PLC Annual Report and Accounts 2023/24
STRATEGIC REPORT G F O 75
Disclosure Where we cover this disclosure Pages
Alignment with
CFD or Companies
Act requirements
Risk Management: Disclose how the organisation identifies, assesses, and manages climate-related risks.
Describe the organisation’s
processes for identifying and
assessing climate-related risks.
In the Risk Management section, we describe our processes
for identifying and assessing climate-related risks, including
how we determine the relative significance of climate-related risks.
See pages
92–94
(d), (c)
Describe the organisation’s
process for managing
climate-related risks.
In the Risk Management section, we describe our processes
for managing climate-related risks, including how we make
decisions to mitigate, transfer, accept or control those risks.
See pages
92–94
Describe how processes for
identifying, assessing, and
managing climate-related
risksare integrated into
theorganisation’s overall
riskmanagement.
In the Risk Management section, we set out how our processes
for identifying, assessing and managing climate-related risks
are integrated into our overall risk management.
See pages
92–94
Metrics and Targets: Disclose the metrics and targets used to assess and manage relevant
climate-related risks and opportunities where such information is material.
Disclose the metrics used
bytheorganisation to assess
climate-related risks and
opportunities in line with
itsstrategy and risk
managementprocess.
Within the Metrics and Targets section, we disclose the key
metrics we use to measure and manage climate-related risks
and opportunities.
See pages
95–97
(g), (h)
Disclose Scope 1, Scope 2, and,
if appropriate, Scope 3
greenhouse gas (GHG)
emissions, and the related risks.
Within the Metrics and Targets section, we provide our Scope
1, Scope 2 and Scope 3 GHG emissions and the related risks.
See pages
95–97
Describe the targets used by
theorganisation to manage
climate-related risks and
opportunities, and performance
against targets.
Within the Metrics and Targets section, we describe our key
climate-related targets, in line with anticipated regulatory
requirements, market constraints and/or other goals.
See pages
95–97
Whitbread PLC has complied with the
requirements of LR 9.8.6(8)R by including
climate-related financial disclosures
consistent with the TCFD recommendations
and recommended disclosures save for
Strategy Recommendation disclosure
b)relating to quantitative climate-related
scenario analysis. We disclose the work
wehave undertaken to analyse the relevant
climate scenarios against each risk with the
data available to us. We have found that
much of the data we rely on for scenario
analysis and quantification contains a wide
range of assumptions and consequent
uncertainties. While we continue to evolve
our approach to the quantification of these
risks, we look forward to the development
of market regulatory frameworks that will
establish more comprehensive datasets
that, alongside improvements in our own
data and understanding, will help improve
our assessment of the resilience of our
business under each climate scenario.
The climate-related financial disclosures
made by Whitbread PLC comply with the
requirements of the Companies Act 2006
as amended by the Companies (Strategic
Report) (Climate-related Financial
Disclosure) Regulations 2022.
Important notice – basis
ofpreparation
The reader should be aware that this report,
and the information contained withinit, are
prepared on thefollowing basis:
This Annual Report contains, in addition to
financial information, non-financial
information (NFI), including environmental,
social and governance-related metrics,
statements, goals, commitments and
opinions. The NFI can be found throughout
the report but mostly in the Force for Good
section. NFI is prepared following various
external and internal frameworks, reporting
guidelines and measurement, collection and
verification methods and practices, which
are materially different from those applicable
to financial information and are in many cases
emerging and evolving.. NFI is based on
various materiality
thresholds, estimates,
assumptions, judgements,
and underlying
data derived internally and from third
parties. NFI is thus subject to significant
measurement uncertainties, may not be
comparable to NFI of other companies or
over time or across periods and its inclusion is
not meant to imply that the information is
for any particular purpose or that it is material
to us under mandatory reporting standards.
NFI is for informational purposes only,
without any liability being accepted in
connection with it except where such
liability cannot be limited under overriding
provisions of applicable law.
Whitbread PLC Annual Report and Accounts 2023/24
76 STRATEGIC REPORT
In line with good
practice, we are
approaching our climate
risk identification,
scenario analysis and
quantification on a
two‑yearly cycle. This
infographic outlines
the process we follow
in relation to initial
risk and opportunity
identification each year.
This year we conducted an in-depth risk
identification process, with detailed stakeholder
consultations to refresh our list of risks and
opportunities. Next year, we will take a
lighter-touch approach to climate risk and
opportunity identification, sense-checking
ourlist from this year and confirming
thecontinued relevance of the risks
andopportunities.
Our approach to climate risk
In-depth risk
identification
Key stakeholder
one-to-one
meetings and
group workshops
to identify and
score risks and
opportunities.
In-depth risk
identification
Results reviewed
by the internal
calibration group
with participant
input where
needed to finalise
materiality
scoring.
TCFD Steering
Committee
sign-off on TCFD
risk and
opportunity
register.
Light-touch risk
identification
Desk-based review
by Sustainability
team.
Internal Audit
review and
provide
independent
challenge.
Light-touch risk
identification
Functional owners
to review, provide
formal confirmation
of validity of risk,
and update the
TCFD risk and
opportunity
register for current
position.
Integration of TCFD results into strategy and decision-making
External consultant to complete scenario analysis with input
from internal experts across relevant functions
TCFD Steering Committee to review scenario analysis results; further analysis may be requested
Audit Committee to review TCFD Steering Committee conclusions
CLIMATE‑RELATED FINANCIAL DISCLOSURES CONTINUED
Whitbread PLC Annual Report and Accounts 2023/24
STRATEGIC REPORT G F O 77
While changes associated with the transition
to a lower carbon economy present risks,
they also create opportunities for those
organisations that focus on climate
changemitigation and adaptation solutions.
Whitbread’s approach to responsible business,
integrating sustainability throughout our
business strategy and ensuring that this is
embedded across all functions and teams,
notonly helps to minimise our impacts on
the world’s climate but also reduces our
vulnerability to climate-related risks. For
example, we are in the process of updating
a number of our key responsible sourcing
policies, working closely with teams across
the business to ensure they are aligned with
the most recent knowledge and understanding.
This year, our near-term and net zero carbon
emissions reduction targets received SBTi
validation, confirming they are in line with
awarming scenario of 1.5
o
C. Our Net Zero
Transition Plan, published in May 2023, sets
out how we will achieve these ambitious
targets, including through our retrofit
programme. We have so far begun work to
retrofit six existing sites with air source heat
pumps, gaining valuable learning and
experience aswe roll this out more widely.
We are also very clear on the areas where
we need to do more. Where beneficial, we
have developed external partnerships and
worked with subject matter experts to help
us improve our processes and ensure that
we are optimising both our supply chain
and our operations.
“Our near‑term and net
zero emissions reduction
targets received SBTi
validation, confirming they
are in line with a warming
scenario limited to 1.5
o
C.”
This section sets out the actual and potential impact
of the principal climate‑related risks and opportunities
on our business, strategy andfinancial planning.
Transition risk
Policy, regulatory and legal changes
Technology shifts
Changing market demand
Physical risk
Acute: event driven, e.g. extreme
weather, flood risk
Chronic: longer-term shifts in climate
patterns, e.g. sustained higher
temperatures
Timeframes
Whitbread’s standard risk management framework does not apply a strict timeframe;
however, the guidance is to consider risks in the context of the five-year business
plan. Given that, in most cases, climate-related risks are likely to materialise over a
longer period, a different approach was necessary to provide meaningful results.
When considering climate-related risks, Whitbread has considered risk review
timelines alongside strategy review timelines and has categorised short, medium
andlong term to mean the following timeframes:
Strategy
We categorise climate risks into
twotypes:
Short-term:
0–2
years
Medium-term:
2–5
years
Long-term:
5+
years
For example, we are currently carrying out
an assessment of the embodied carbon within
our construction and redevelopment of hotels,
with a view to developing a strategy for
reducing the lifecycle carbon in our buildings
– something that is increasingly required as
part of planning permission processes. For
this highly technical and fast-moving area,
we have commissioned external experts to
help us understand current status and likely
evolutions to establish a baseline and set targets
that will challenge us to do business better.
How we assess future implications
ofpotential climate change
Scenario analysis is a critical tool to
understand how climate change will affect our
business and is key to ensuring our disclosures
are as comprehensive as possible. This year,
we have used the REMIND-MAgPIE model,
developed by the University of Potsdam, as
the basis for our climate scenario analysis.
Themodel is focused on energy economics
and the impact on agricultural supply chains,
which are particularly relevant for Whitbread
due to the reliance of major parts of the
business (food and beverage, cotton, timber)
on agriculture. This was therefore considered
more appropriate for use than the Network for
Greening the Financial System (NGFS) model
which was used previously, which was
primarily developed for financial institutions.
Details as to how we identify, assess and
manage climate-related risks are set out in
theRisk Management section of the report.
Whitbread PLC Annual Report and Accounts 2023/24
78 STRATEGIC REPORT
Climate scenario parameters Early, smooth transition <2
O
C
Late, disruptive transition
<2
O
C Business as usual, no additional action >3
O
C
Overview
Transition to a carbon-
neutral economy starts
early and the increase in
global temperatures stays
well below 2°C, in line
with the Paris Agreement.
Global climate goal of keeping
temperatures well below 2°C is met,
butthe transition is delayed and must
be more severe to compensate for the
late start.
Where no policy action beyond that
which has already been announced
is delivered, resulting in above 3°C
of warming. Therefore, the transition
is insufficient for the world to meet
its climate goal.
Assumptions
There is early and decisive
action to reduce global
emissions in a gradual
way, with clearly
signposted government
policies implemented
relatively smoothly.
To compensate for the delayed start,
adeeper adjustment is required, as
evidenced by a steeper increase in
global carbon prices in a late attempt
to meet the climate target. Under this
scenario, physical risks increase more
quickly than in the early policy action
scenario and transition risks are severe.
This scenario tests the organisation’s
resilience to both chronic changes in
weather (e.g. rising sea levels) and
more frequent and extreme weather
events (e.g. flash floods). Therefore,
under this scenario, there are limited
transition risks, but physical risks are
significant.
Global and regional
temperature trends
and frequency and
severity of
climate-related
physical impacts
Global temperatures
increase tobetween
1.5–2°C above
pre-industrial levels.
Increase in physical
climate-related impact.
Global temperatures increase to
between 1.5–2°C above pre-industrial
levels. Increase in physical
climate-related impact.
Global temperatures increase to
over 3°C above pre-industrial levels.
Significant increase in physical
climate-related impacts resulting in
damages, displacement and
economic instability.
How we assess future
implications of potential
climate change continued
We analysed each identified risk using
threereference scenarios: early, smooth
transition; late, disruptive transition; and
business as usual. These are described in
the table to the right. These scenarios were
selected in line with the TCFD guidance to
include a range of scenarios, including at
least one that results in 2
o
C or less of
warming. The timeframe of 2050 aligns to
the Paris Agreement and UK Government
targets. The different scenarios present a
variety of exposure levels to physical and
transition risks over different timescales
with sufficient granularity to effectively
stress test strategy. They are also aligned to
the reference scenarios used by the Bank of
England in their analysis of the resilience of
the financial system and are applicable in a
business context, presenting a plausible
range of possible trajectories.
We have used each scenario to understand
how our principal risks and opportunities
present under the different parameters.
Aspart of this process, we have assessed
strategies which may be affected by
climate-related risks and opportunities,
howthose strategies may change as a
resultand associated impacts on
financialperformance.
On an annual basis, the Executive
Committee sets out its five-year financial
business plan for approval by the Board.
This was completed in December 2023. The
Audit Committee approves Whitbread’s risk
management framework, which ensures
that the material risks and opportunities to
the business, including those related to
climate change, are captured and updated
appropriately. This holistic picture of risk is
therefore incorporated into the financial
planning process. The TCFD Steering Group
forms part of the annual financial planning
and budget process, ensuring the principal
climate-related risks opportunities are
takeninto account.
A formal review of all functional risks
occurson a half-yearly basis, completed
bybusiness risk owners and facilitated
byInternal Audit, with changes to
environmental-related risks feeding into
Whitbread’s principal risk around ESG.
Key movements and themes from this
review are highlighted and reported to the
Executive Committee and Board as part of
the biannual presentation of Whitbread’s
principal risks.
Whitbread has hotel operations within
theUK, Ireland and Germany, and the
threecountries are considered to have
similar riskprofiles regarding the relevant
(environmental) legislative and geographical
make-up of these markets. Therefore, the
differences are neither material nor relevant
when assessing climate-related risks and
opportunities at an overall business level
and, equally, we do not believe that
climate-related risks and opportunities can
or should be broken down by regions within
each country. Whitbread also has franchised
operations in the Middle East, but due to
the very small size of the business in the
region, and as Whitbread holds a <50%
stake, we have deemed it not relevant to
include what would be very different risk
profiles within this report and focused on
ourwholly-owned operations only. The
Group only operates branded restaurants
inthe UK. Noting the nature of our hotel
and our restaurant operations, similar risks
exist across both and where there are
specific significant risks faced by one of
those sectors compared to the other, these
are limited and identified in the following
risk assessment.
CLIMATE‑RELATED FINANCIAL DISCLOSURES CONTINUED
Strategy continued
Whitbread PLC Annual Report and Accounts 2023/24
STRATEGIC REPORT G F O 79
The principal climate‑related
risks are the most material
climate‑related risks
identified over a short
(0 to 2 years), medium
(2 to 5 years) and long‑
term (over 5 years); as
explained above, this is
due to the longer term
nature of many climate
risks, beyond the five‑year
business planning cycle.
Overall, we do not believe the impact of
climate change will be material for our
business over the short or medium term.
Over the longer term, impacts are harder
toidentify due to the timeframes and
nature of risks, but at this point, we do not
believe the impact of climate change will be
material, at least over the initial years of this
period. We have, however, identified the
principal climate-related risks which could
have a potential and material impact on the
business. The risks and opportunities described
on pages 80 to 86 were identified as most
material to our business, through our
process outlined on page 76. These risks
were considered most material once current
mitigating activity was taken into account;
potential further activities to mitigate the
residual risk were also identified. Each risk
was analysed against the three climate
scenarios and the potential financialimpact
of each risk went through a
quantification
exercise. However, as highlighted
above,
overall, we do not expect the resultsof
climate change to be material forthe
Groupin the short to medium term. The
riskassessment and mitigating activity
already in place has enabled us to review
the resilience of our strategies and
demonstrated that there is no immediate
concern. Nonetheless, we recognise that as
knowledge and understanding evolve and
the climate situation changes, our exposure
may change and as such we will continue to
review, measure and update our assessment
of these risks.
The business’s structure, with direct, centralised
control of its operations, makes Whitbread
well placed to react rapidly to any emerging
risks or opportunities.
Per our approach to risk and opportunity
identification (see page 76), we undertake
an in-depth assessment process every other
year, with a lighter-touch desk-based review
on the alternate years. This year, we conducted
an in-depth risk and opportunity assessment,
with internal cross-functional workshops
and extensive discussions. To determine
whether a risk or opportunity is material, it
was assessed with a score between 1 (low)
and 5 (high) for both likelihood and impact,
in line with our risk management
framework. A quantitative threshold was
determined based on those two factors to
determine which of the risks should be
considered material. This materiality is not
the same as financial statement materiality
as set out on page 156. We considered
these scores in two scenarios: firstly, the
scenario where we do nothing to address
therisks, and secondly, the ‘net risk’ once
current mitigation programmes, plans and
Principal climate‑related risks and opportunities
processes we have in place are taken
intoconsideration. We scored these risks
without reference to specific time periods,
given that the three climate scenarios
considered will lead to varying conditions
under which the risks present differently.
Bytaking a threshold of materiality based
on likelihood and impact and applying this
to the risk once current mitigating activities
are taken into account, this produced a list
of the principal risks and opportunities that
then went through scenario analysis and
quantification as outlined on the next page.
The list includes just those risks forwhich
the residual risk – the risk that remains once
the existing mitigating activity, as listed in
the table, is taken into account – meets an
internal threshold for materiality. Lower-scoring
risks have been included within Whitbread’s
risk register and continue to be monitored
in case of changes but are not considered
significant enough to warrant disclosure.
There are a number of changes to the list
ofprincipal climate-related risks presented
in Whitbread’s 2021/22 and 2022/23 TCFD
reports. These are due to a combination of
changing geopolitical context and evolving
understanding both of the risks that climate
change presents and the impact on our
business – particularly through increasing
precedents (not necessarily climate-driven):
for example, the supply chain issue driven
by the war in Ukraine helped stakeholders
to fully understand what future climate-driven
supply chain issues could mean for the business.
Each risk from previous years that had not
been independently put forward during the
workshops was discussed to confirm whether
it had been omitted in error, and therefore
should be included, or because it was no
longer material to the business.
As mentioned above, these risks relate only
to the operations that are wholly-owned by
the Group (in the UK, Ireland, Channel Islands,
Isle of Man and Germany), which are
considered to have similar risk profiles
regarding the relevant (environmental)
legislative and geographical make-up of
these markets. Therefore, the differences
are neither material nor relevant when
assessing climate-related risks and
opportunities at an overall business level.
Operations in the Middle East are Joint
Ventures for which Whitbread holds less
than a 50% stake and will therefore not
beincluded in this disclosure.
Whitbread PLC Annual Report and Accounts 2023/24
80 STRATEGIC REPORT
Risk type and description
Risk sub-category
(acute/chronic) Existing and future potential mitigants Notes on scenario analysis modelling
Physical risks
Supply risk: Climate change leading
tonon-availability of goods (food and
non-food)
The Whitbread supply chain comes from a
diverse, global network of suppliers, which
experience varying impacts of climate change.
The vulnerability and resilience of each country
oforigin differ. As such, climate change may lead
to non-availability of both food and non-food,
which may lead to increased costs to source
alternatives and/or decreased quality.
Chronic Existing mitigant:
• Contract management framework for
Tier1suppliers.
• Business continuity plans.
• Disaster recovery plans.
• Responsible sourcing programme.
Future opportunities:
• Broadening out responsible sourcing/
procurement policies to also understand
raw material suppliers’ adaptive capacity
alongside contingency plans in supplybase.
• Developing relationships and partnerships
with suppliers.
An assessment has been made of the underlying resilience and
vulnerability to interruption of supply (due to lack of availability)
based on country of origin of suppliers using the Notre Dame
Global Adaptation Initiative (ND-GAIN) dataset.
Short, medium and long-term impacts:
Whilst further work is still required to more accurately quantify the
risk impact, from our current assessment, we believe that this risk is
most relevant in the business as usual scenario and its impact will
be higher in the long term.
Logistics risk within the supply chain
The Whitbread supply chain comes from a
diverse, global network of suppliers, which
experience varying impacts of climate change.
The vulnerability and resilience of each country
oforigin differ. Climate change, particularly
extreme weather events, may disrupt the
transport of goods throughout the supply chain,
while localised extreme weather events may
prevent deliveries to sites.
Chronic Future opportunities:
• Change logistics set up: satellite depots,
infrastructure.
• Following industry trends/guidance/
technology.
• City centre consolidation options.
• Align supplier geographical locations to
consolidate sitedeliveries.
• Reduce delivery days for products
(e.g. laundry).
An assessment has been made of the underlying vulnerability to
interruption to logistics (due to both acute and chronic events
causing damage/interruption to infrastructure) using an assessment
of the resilience and vulnerability of the logistics, based on country
of origin of suppliers using the ND-GAIN dataset.
Short, medium and long-term impacts:
Whilst further work is still required to more accurately quantify the
risk impact, from our current assessment, we believe that this risk is
most relevant in the business as usual scenario and its impact will
be higher in the long term.
CLIMATE‑RELATED FINANCIAL DISCLOSURES CONTINUED
Principal climate-related risks and opportunities continued
Risks table
Whitbread PLC Annual Report and Accounts 2023/24
STRATEGIC REPORT G F O 81
Risk type and description
Risk sub-category
(acute/chronic) Existing and future potential mitigants Notes on scenario analysis modelling
Customer dissatisfaction due to hot rooms
As climate change leads to increased
temperatures and more periods of prolonged
heat, there will be greater demand for air
conditioning. Air con is installed in the majority of
our estate; ageing systems – and systems not
designed to cool such great temperature ranges
– may mean that where it is installed, it is
inefficient in future warming scenarios. This may
lead to customer dissatisfaction.
Chronic Existing mitigant:
• Air con R&M programme.
• Providing alternatives to air con.
Future opportunities:
• Install air con in sites without air con.
• Replace ageing systems at end of life
withmore efficient systems designed for
higher temperatures.
• Improved ventilation in properties.
A statistically representative sample of the portfolio of sites has
been assessed for the physical impacts of climate change. From
this assessment, we have made a probability-based assessment
ofthe impact of this issue within our estate based on projected
climate models. We have used existing/comparative events in our
trading history to inform the likely impacts of such events.
Short, medium and long-term impacts:
Whilst further work is still required to more accurately quantify the
risk impact, from our current assessment, we believe that this risk is
most relevant in the business as usual scenario and its impact will
be higher in the long term.
Sea-level rises
Sea-level rises may lead to coastal flooding and
coastal erosion and cause damage to our
properties or put long-term viability of sites into
question. This could result in increased repair or
refurbishment costs to maintain the estate. It
could also ultimately lead to sites becoming
untenable and prompting the need to dispose of
the sites for less than market value, negatively
impacting our financial results and market
confidence.
Chronic Future opportunities:
• Location selection of new properties.
A statistically representative sample of the portfolio of sites has
been assessed for the physical impacts of climate change. From
this assessment, we have made a probability-based assessment
ofthe impact of this issue within our estate based on projected
climate models. We have used existing/comparative events in our
trading history to inform the likely impacts of such events.
Short, medium and long-term impacts:
Whilst further work is still required to more accurately quantify the
risk impact, from our current assessment, we believe that this risk is
most relevant in the business as usual scenario and its impact will
be higher in the long term across all three scenarios.
Rising temperatures causing health and
safetyissues
Increases in temperature make physical jobs
suchas housekeeping or kitchen roles more
demanding and therefore less attractive. There
may also be health and safety issues caused by
heat stress. This could impact our recruitment
and retention, which will ultimately lead to a
lower-quality service for the customer.
There are also potential impacts on construction
– from extreme heat and other extreme weather
conditions – which may delay construction of our
buildings and therefore increase costs.
Chronic Existing mitigant:
• Air con in rooms.
• High thermal insulation on new builds.
Future opportunities:
• Provide portable air conditioning machines.
• Relax uniform policy.
• Increased breaks.
A statistically representative sample of the portfolio of sites has
been assessed for the physical impacts of climate change. From
this assessment, we have made a probability-based assessment
ofthe impact of this issue within our estate based on projected
climate models. We have used existing/comparative events in our
trading history to inform the likely impacts of such events.
Short, medium and long-term impacts:
Whilst further work is still required to more accurately quantify the
risk impact, from our current assessment, we believe that this risk is
most relevant in the business as usual scenario and its impact will
be higher in the medium to longterm.
Whitbread PLC Annual Report and Accounts 2023/24
82 STRATEGIC REPORT
CLIMATE‑RELATED FINANCIAL DISCLOSURES CONTINUED
Principal climate-related risks and opportunities continued
Risks table continued
Risk type and description
Risk sub-category
(acute/chronic) Existing and future potential mitigants Notes on scenario analysis modelling
Physical risks continued
Water supply
Water is essential for both hotel guests and
kitchens. If prolonged droughts threaten water
supply, restrictions may be imposed or supply cut
off altogether.
Chronic Existing mitigant:
• Water-saving devices on toilets, taps and
shower headscurrently being rolled out,
with over 30,000 water-saving taps and
shower heads installed to date.
• Water stewardship works in a further 4,370
sites in partnership with wholesalers in
areas of high water stress; and an increased
emphasis on leak detection and repair
across the estate.
A statistically representative sample of the portfolio of sites has
been assessed for the physical impacts of climate change. From
this assessment, we have made a probability-based assessment
ofthe impact of this issue within our estate based on projected
climate models. We have used existing/comparative events in our
trading history to inform the likely impacts of such events.
Short, medium and long-term impacts:
Whilst further work is still required to more accurately quantify the
risk impact, from our current assessment we believe that this risk is
most relevant in the business as usual scenario and its impact will
be higher in the medium to long term.
Wild fire risk
Prolonged heat and more frequent droughts will
lead to greater incidence of wild fire. This may
put our sites – particularly those adjacent to
agricultural, forest or scrubland – at risk.
Chronic Future opportunities:
• Creating fire breaks around properties.
• Location selection.
A statistically representative sample of the portfolio of sites has
been assessed for the physical impacts of climate change. From
this assessment, we have made a probability-based assessment
ofthe impact of this issue within our estate based on projected
climate models. We have used existing/comparative events in our
trading history to inform the likely impacts of such events.
Short, medium and long-term impacts:
Whilst further work is still required to more accurately quantify the
risk impact, from our current assessment, we believe that this risk is
most relevant in the business as usual scenario and its impact will
be higher in the medium to long term.
Customer behaviour risk: Bad weather
leading to cancellations
As extreme weather (wind, rain, snow or heat)
can disrupt transport networks, customers
can’tor don’t want to travel, leading to
cancellations. As this becomes more frequent,
there may be a market trend to provide refunds
for non-refundable bookings (such as what
happened during a weather system that
impactedthe UK), reducing our revenues
andprofits.
Chronic Existing mitigant:
• Offering parking to guests unable to use
public transport.
Future opportunities:
• Network Planning to select sites with a
preference for multiple transport options.
A statistically representative sample of the portfolio of sites has
been assessed for the physical impacts of climate change. From
this assessment, we have made a probability-based assessment
ofthe impact of this issue within our estate based on projected
climate models. We have used existing/comparative events in our
trading history to inform the likely impacts of such events.
Short, medium and long-term impacts:
Whilst further work is still required to more accurately quantify the
risk impact, from our current assessment, we believe that this risk is
relevant across all three scenarios and its impact will be higher in
the medium to long term.
Whitbread PLC Annual Report and Accounts 2023/24
STRATEGIC REPORT G F O 83
Risk type and description
Risk sub-category
(acute/chronic) Existing and future potential mitigants Notes on scenario analysis modelling
Operational risk: Increased electricity costs
due to running air con/heating forlonger
Our response to changes in the climate will
impact our energy use, through increased use
ofheating/air conditioning. In addition, energy
markets will respond to the changes. This drives
adirect operational cost increase, which reduces
our profits.
Chronic Existing mitigant:
• Try to reduce costs by not pre-cooling the
rooms, and by restricting the temperature
they can cool too.
• Closing blackout curtains.
• Building to a higher specification, including
high levels of thermal insulation.
• Limiting thermostat temperatures in room –
Building Management System (BMS) usage.
Future opportunities:
• Install PV Panels.
• Site-level view of energy usage to permit
better/more responsive management and
interventions.
An assessment has been made of our forecast future energy usage
under the building specification set out in our Net Zero Transition
Plan, utilising publicly available forecasts of future energy price rises.
Short, medium and long-term impacts:
Whilst further work is still required to more accurately quantify the
risk impact, from our current assessment, we believe that this risk is
most relevant across all three scenarios and its impact will be
higher in the medium to long term.
Linked to: Improving the fabric and operational efficiency of
ourbuildings.
Transition risks
Improving the fabric and operational
efficiency of our buildings
We may be required to improve the
performanceof our buildings in relation
tooperational carbon emissions to meet
nationaland other net zero targets.
Chronic Existing mitigant:
• We published our Net Zero Transition Plan
in May 2023. This sets out how we intend to
retrofit our buildings to remove fossil fuels
and includes other key initiatives required
to meet our net zero target.
• We have so far completed six sites,
enablingus to build knowledge and
experience both of the retrofitting process
and the performance of the technology.
Through this, we will implement our
transition plan in the most cost effective
and strategic way possible.
Future opportunities:
• Monitoring technological progress
andinnovations closely to identify
newopportunities.
We have modelled the economics of implementing our Net Zero
Transition Plan.
Short, medium and long-term impacts:
Whilst further work is still required to more accurately quantify the
risk impact, from our current assessment, we believe that this risk is
most relevant in the early, smooth transition scenario and its impact
will be higher in the short to medium term.
Whitbread PLC Annual Report and Accounts 2023/24
84 STRATEGIC REPORT
Risk type and description
Risk sub-category
(acute/chronic) Existing and future potential mitigants Notes on scenario analysis modelling
Transition risks continued
Customer risk: Changing dietary trends
As awareness of environmental issues grows,
consumer preferences for sustainable and
eco-friendly food offerings may affect demand
for traditional offerings. Customer diets may
change, for example reducing meat or increased
customers following vegetarian/vegan diets.
Several of our brands are built around meat
andmay not align with what is perceived to be
sustainable and may not appeal to customers
wanting more vegetarian options.
Chronic Existing mitigant:
• Incorporate sustainability practices to align
with changing consumer preferences.
• Engage with supply chain partners to
ensure they are also addressing climate risks.
Future opportunities:
• Further weaving the message through the
brand – raising awareness of efforts.
• Offering more plant-based and/or
sustainable alternatives on our menu.
An assessment of the economic impact of serving expected
changes in diets (based on IPSOS research) has been made.
Short, medium and long-term impacts:
Whilst further work is still required to more accurately quantify the
risk impact, from our current assessment, we believe that this risk is
most relevant in the early, smooth transition scenario and its impact
will be higher in the long term.
CLIMATE‑RELATED FINANCIAL DISCLOSURES CONTINUED
Principal climate-related risks and opportunities continued
Risks table continued
Whitbread PLC Annual Report and Accounts 2023/24
STRATEGIC REPORT G F O 85
Our Force for Good
programme ensures
sustainability is fully
embedded throughout
the business and climate‑
related initiatives are
part of all teams’ roles.
We recognise that being a sustainable business
– part of which is recognising and addressing
our climate impacts and dependencies –
presents clear opportunities for us. We classify
opportunities into three main categories:
(i)market-related; (ii) operations-related;
and (iii) reputation-related. We also
recognise that many opportunities are
closely linked to associated risks; this is
highlighted in the table where relevant.
As with the principal climate-related
risks,there are some changes in the list of
opportunities presented, which is largely
due to a better understanding of these
opportunities and their potential financial
materiality, therefore downgrading their
assessment; we have only presented
opportunities scoring above the agreed
threshold for significance. However, a large
number of identified opportunities will
remain part of our ongoing climate risk and
opportunity monitoring processes and will
be considered next year during the TCFD
process. In several cases, further granular
detail of plans is required to assess the
opportunities under different climate
scenarios; these will be revisited next year
once the necessary detail is available.
Climate‑related opportunities
Opportunity table
Opportunity type and description Context
Notes on
scenarioanalysis Current initiatives and future enablers
Reputation-related
Being a leader
insustainability
Using and communicating
ourleading Force for Good
programme to attract business,
particularly from B2B customers
who may have preferential
policies for those tackling key
sustainability issues, in
particular climate change.
B2B customers are setting net zero
targetsand within that ambitious supply
chain (Scope 3) standards are being
set.Organisations setting those targets
willhave a preference for purchasing
fromanorganisation that has aligned
targets/ambitions. Whitbread is well
placedto takeadvantage of that market,
asthe owner-operator model ensures
consistent and verifiable data is available
for all sites and improvements can be
implemented directly.
Whilst further work is
still required to more
accurately quantify
the potential
opportunity, from our
current assessment we
believe that this risk is
most relevant in the
business-as-usual
scenario and its
impact will be higher
in the long term.
• Investing time in responding to
the complex and varied scorings
across the different B2B platforms
to increase our share of the B2B
market.
• Better communication of our
existing sustainability programme
(in sites, through adverts, etc.)
can enhance our reputation
and make our business more
attractive to all types of guests/
customers, aswell as potential staff.
Market-related
Innovation and
technological
advancements
Collaborating to develop
solutions to our climate
challenges.
Collaborating with local communities,
environmental organisations, technology
providers and industry peers can lead to
shared best practices, innovative solutions
tailored to our challenges and increased
awareness of sustainable practices, with
potential benefits for being an ‘early adopter’.
Due to the wide
variety of potential
outcomes around this
opportunity, it was not
possible to confidently
assess short, medium
and long-term impacts.
Whilst this
opportunity was not
able to be quantified,
we believe that this
opportunity is most
relevant in all three
scenarios and its
impact will be higher
in the long term.
• Investing in sustainable
technologies, such as energy
storage systems, can position
hospitality businesses at the
forefront of innovation and attract
tech-savvy customers.
• There may be financial
opportunities and reputational
benefits by being an ‘early
adopter’ or supporting the
development of tailored solutions
to our challenges.
Whitbread PLC Annual Report and Accounts 2023/24
86 STRATEGIC REPORT
Opportunity type and description Context
Notes on
scenarioanalysis Current initiatives and future enablers
Market-related continued
EV chargers
Increasing availability of EV
chargers for guests.
The main opportunity for revenue
generation from EV charging lies in fast
charging. However, this option is not viable
for Whitbread as the customer is less likely
to use the location; instead, Whitbread
sites are more suited to lower kW capacity
and longer-stay chargers because of the
overnight stay creating an extended dwell
time. While this typically creates a less
attractive commercial opportunity, there
ispotential for increased RevPAR due to
availability of chargers, which will be
further explored. Installation of EV
chargersis facilitated by Whitbread’s
owner-operator model.
Whilst this
opportunity was not
able to be quantified,
we believe that this
opportunity is most
relevant in the early,
smooth transition
scenario and its
impact will be higher
in the medium to
longterm.
• Currently developing a strategy
for EV charging; once available,
this will enable this opportunity to
be better understood.
Increase in domestic
holidays
Increase in leisure customers
who are choosing to holiday
locally, either because of
climate concerns or because
of increased costs associated
with overseas travel.
Continued increase in consumer ‘staycation’
trend, with 78% of UK adults intending to
take an overnight domestic trip in the next
12 months, up from 69% a year earlier. The
proportion of UK adults who stated a
preference for taking a domestic holiday
over traveling overseas increased from 31%
last year to 34% this year, giving reasons
such as ease of planning, cost and simpler
travel arrangements
1
.
Whilst this
opportunity was not
able to be quantified,
we believe that this
opportunity is most
relevant in all three
scenarios and its
impact will be higher
in the long term.
• Dynamic marketing strategy in
place and will continue to be
in place in order to respond to
changes in customer demand
(Rest Easy campaign).
1 Travel Weekly Insight Report 2024 (produced in association with Deloitte) https://cdn-travelweekly.azureedge.net/asset/wtpf191.
CLIMATE‑RELATED FINANCIAL DISCLOSURES CONTINUED
Climate-related opportunities continued
Opportunity table continued
Whitbread PLC Annual Report and Accounts 2023/24
STRATEGIC REPORT G F O 87
The TCFD disclosure
process continues to
provide us with further
opportunities to test
the resilience of our
strategies to climate
change with extensive
cross‑functional input.
It also means we can
continue to evolve and
identify the potential
impact of climate‑
related issues on our
financial performance
and position. Wewill
continue to monitor
this as part of our
governance structure
to ensure the strategies
remain resilient. Please
see the Governance
section for further details.
Testing the resilience of our strategies
Through this process, we believe we are well placed to
manage the risks associated with the transition to a low
carbon economy and to take advantage of the significant
opportunities it creates.
Whitbread’s in-depth scenario analysis, using available data
as well as the growing number of precedents from other
companies, permits a good understanding of the climate
risks and opportunities and how they will present under
thedifferent climate scenarios. As we have seen, the list of
principal risks has evolved since 2022/23 to reflect our own
understanding, changes in scientific knowledge on climate
change and changing geopolitical context. This demonstrates
the responsiveness of our processes to change and the value
in conducting this exercise annually. Extensive discussions
around current and future mitigating actions have also
improved our understanding of where we could potentially
build further resilience into our strategies – even over the
course of just two years, innovation and technological
advancements mean new options are available to us – and
it is important to ensure we stay abreast of these. Nonetheless,
the results of the scenario analysis have demonstrated that
each of our strategies is resilient and can therefore be delivered.
Several mitigants have already been identified, some of
which will require a change in howwe execute our strategy
as and when those mitigants need to come into effect.
Where required, strategies have already been adapted to
ensure resilience is maintained.
We conduct an annual materiality assessment and trends
review which gives us confidence that we are addressing
the most material sustainability issues for our business.
Thisyear, as our sustainability journey evolves, we have
started conducting our first double materiality assessment,
which creates a framework for us to recognise both how
climate change could affect our business and how Whitbread’s
operations could impact the environment. Double materiality
is also an important step in our preparation for reporting
against the International Sustainability Standards Board
(ISSB) and Corporate Sustainability Reporting Directive
(CSRD) over the comingyears.
Whitbread PLC Annual Report and Accounts 2023/24
88 STRATEGIC REPORT
How we identify,
assess and manage
climate-related risks
andopportunities
Effective corporate
governance is critical to
executing our strategy
anddelivering for all of our
stakeholders. Our governance
of climate and sustainability-
related matters reflects our
commitment to strong
leadership and oversight
bysenior management
andthe Board, ensuring
thatthereare strategies in
place which are resilient to
climate-related risks.
Governance
structure
Governance of climate
andsustainability-related
matters is overseen by the
Whitbread PLC Board (the
‘Board’) and is embedded
throughout the organisation
at multiple levels, helping to
ensure that responsibility
for delivery sits where it
makes the most difference.
Whitbread PLC Board
Ultimate decision-making body sets strategy and approves targets.
Audit Committee aids Board in overseeing risks, including ESG risks, with a focus on the risk process and the control environment.
Nomination Committee ensures the Board composition has the necessary balance of skills, knowledge and experience, including those related to ESG issues.
Remuneration Committee aids the Board in ensuring that ESG is appropriately reflected in our reward structure.
Executive Committee
Whitbread’s day-to-day leadership team oversees sustainability delivery.
General Counsel is the Executive Committee member primarily accountable for sustainability.
Sustainability Working Group
Day-to-day management of sustainability issues, including climate.
Sustainability team
Sets the strategy and oversees the incorporation of sustainability into Whitbread’s business practices.
Ensures that, through the business lines, climate change risk is tracked and tested to ensure strategies remain resilient to climate change.
Collects and reports on ESG and climate-related disclosures, working closely with relevant departments across the business.
TCFD Steering Group
Cross-functional representation provides oversight and drives implementation of the TCFD recommendations and wider climate strategy.
Development of climate risk governance, stress testing methodologies and carbon modelling.
Delivery throughout all business lines – making the most difference
HR and Reward
Oversight of people
strategy assessment for
reward and remuneration
(including core ESG metrics).
Property and
Construction,
Repairs and
Maintenance
Green buildings, embodied
carbon, energy efficiency.
Internal Audit
Monitors and reports to
Audit Committee on risks,
including climate risk.
Procurement
Renewable energy and
gas supplier, innovation,
Scope 3.
Finance
Sustainable Finance
Committee sets financial
targets.
Supply Chain
Logistics
Climate and sustainability
considerations, Scope 3.
Sustainability
ESG direction and
support delivery,
reporting and assurance
of targets.
Network Planning
Location, climate and
sustainability
considerations.
Operations
Operational delivery of
our ESG targets.
Embedding climate change
intoour governance structure
CLIMATE‑RELATED FINANCIAL DISCLOSURES CONTINUED
Whitbread PLC Annual Report and Accounts 2023/24
STRATEGIC REPORT G F O 89
Board oversight of climate‑related issues
Whitbread PLC Board
The primary objective of the Board is to
create and maintain the long-term prosperity
of the Group for the benefit of all its
stakeholders. The Board sets the strategic
direction and risk appetite of the Group and
is the ultimate decision-making body for
matters of strategic, financial, regulatory
and/or reputational significance. This
includes oversight of ESG matters and
ensuring that strategies are resilient to
climate-related risk. Sustainability, including
climate-related issues, is an important
consideration for the Board when reviewing
and guiding strategy, major plans of action,
risk management policies, annual budgets
and business plans, as well as setting the
organisation’s performance objectives.
Sustainability is included in the objectives
of senior management, as outlined in the
directors’ remuneration report. This includes
KPIs linked to year-on-year carbonand
water reduction targets.
The Board holds eight scheduled meetings
per year during which the Board’s Committees
also meet. At two of these meetings each
year, the Board is taken through the strategy
behind the sustainability programme, the
associated targets, achievements and key
priorities, for discussion and approval. In
addition, at each meeting, the General Counsel
delivers an update to the Board, including,
where relevant, progress against goals and
targets for addressing climate-related issues.
Key developments are also highlighted for
discussion at upcoming Board meetings
and presented in reports as required.
The Audit Committee monitors and recommends Whitbread’s controls and financial,
operational and legal risk appetite. It also oversees conduct and compliance.
Sustainability, including climate-related issues, is an important part of this process. In
2023/24, the Audit Committee received presentations on and discussed regulatory risk
relating to sustainability and the integration of ESG factors into the Company’s risk
management processes. ESG was included in the Group risk management process and
was formally reviewed twice each year by the Audit Committee as part of its half-year
and full-year reviews. The Audit Committee is also responsible for reviewing and
approving this TCFD disclosure and for reviewing the process of assurance over the
financial and non-financial information disclosures in respect of ESG.
The Audit Committee
The Nomination Committee ensures that the composition of the Board reflects the
necessary balance of skills, knowledge and experience, including those relevant for
ESG matters. Six out of ten directors have ESG experience. Experience of managing
ESG issues is one of our Board member considerations.
The Nomination Committee
The Remuneration Committee ensures that ESG is adequately reflected within our reward
structures and monitors performance of senior management against these key performance
indicators (KPIs). ESG has been part of our incentive programme for some time and, in
2023/24, ESG measures account for 10% of the maximum achievable under the Chief
Executive’s Annual Incentive Scheme. These measures include progress against our carbon
and water reduction target. In the same way, ESG measures also form part of the Annual
Incentive Scheme for other senior Whitbread employees, e.g. Executive Committee
members. ESG measures are also incentivised both through individual objectives and
through the WINcard (Whitbread In Numbers – a balanced scorecard to measure progress
against key performance targets). The WINcard applies to all Whitbread employees, thereby
ensuring a focus on specified ESG matters throughout the Company, and has historically
focused on energy reduction targets. The WINcard for 2024/25 includes KPIs related to the
Group’s carbon reduction target from both an operational level and support centre level.
The Remuneration Committee
Whitbread PLC Annual Report and Accounts 2023/24
90 STRATEGIC REPORT
Management oversight and functional groups
The Executive Committee
The Executive Committee is Whitbread’s
day-to-day leadership body and is accountable
to the Board. Its meetings are attended by
the Whitbread Chief Executive Officer (CEO),
Chief Financial Officer, General Counsel,
Managing director UK Hotels and Restaurants,
Group Operations director, Chief People
Officer, Managing director Property, Chief
Executive Officer Germany and Chief
Commercial Officer. It meets fortnightly
andis chaired by the CEO. It has authority
to manage the day-to-day operations of
theGroup’s businesses, with the exception
of those matters reserved forthe Board,
within thefinancial limits setby the Board.
The Committee’s responsibilities include:
formulation of strategy for recommendation
to the Board; ensuring those strategies
remain resilient to climate-related risks;
monitoring operational and financial
performance; risk management; and
sustainability. Managing our sustainability,
including climate-related issues, is an importan
t
role performed by the Executive Committee
and includes formulating, implementing and
monitoring strategy (including resilience to
climate-related risks), major plans of action,
risk management policies, annual budgets
and business plans, as well as setting the
organisation’s performance objectives,
monitoring implementation and performance
and overseeing major capital expenditures,
acquisitions and divestitures. During the
past financial year, the Head of Sustainability
presented five sustainability updates to the
Executive Committee. Sustainability is included
in the objectives of senior management,
over which the Board has oversight: for
example, relevant sponsorship or
accountabilities relating to our net zero
carbon target. Clare Thomas, General
Counsel, is a member of the Executive
Committee and has responsibility for the
Group’s sustainability programme, Force
forGood. Clare joined Whitbread in June
2023, bringing extensive ESG experience
and passion from previous roles. The Executive
Committee meetings include a review of
climate strategy and progress against stated
targets. This review forms part of the General
Counsel’s report to the Board on sustainability
matters. Each year, a materiality assessment
is completed across our businesses when
key external trends affecting those businesses
(including climate-related risks) are identified.
The climate strategy is then revised and
proposed to the Executive Committee,
together with goals and targets. Such
revisions are designed to deliver progress
against the strategy and are accompanied
by the action plans to deliver on these
strategies. This is then reflected in financial
planning. Outside of this annual materiality
cycle, periodic updates are provided to the
Executive Committee and specific issues
discussed, as required, including ensuring
strategies are resilient to climate-related
risks. In 2023/24, updates have included
subjects such as biodiversity, carbon emissions
reduction and SBTi target validation, water
reduction, responsible sourcing and how
weare progressing with our community
andcolleague-focused initiatives.
Sustainability Steering Committee
The Sustainability Steering Committee
(SSC)is a multidisciplinary group responsible
for overseeing the Company’s response
tosustainability risk, opportunity and
communication and providing oversight,
coordination and for delivery of key
programmes and initiatives against key
FFGtargets, asapproved by the Executive
Committee. Meeting at least quarterly, the
Committee develops recommendations for
our response to emerging risks, opportunities
and legislation and provides quarterly
consolidation of decisions and actions to be
updated and reported internally. The SSC is
chaired by the General Counsel and includes
representation from Investor Relations, HR,
Operations, Brand, Property and Procurement,
as well as including three representatives of
the Executive Committee.
Sustainability team
The Sustainability team is led by the Head
of Sustainability, Will Silverwood, and is
responsible for setting the overarching
sustainability strategy, designing the
framework to deliver our ESG programme,
embedding processes across the business
where it can make the most difference and
supporting internal stakeholders to deliver
against these targets. Our sustainability
strategy covers a wide range of issues
anddelivers against stretching targets.
Responsibility for delivery against those
targets is managed day to day by the
departments most aligned with the core
impact measures. The team oversees efforts
across the business to incorporate sustainability
into the Group’s business practices and
recommends environmental sustainability
objectives and strategy to theExecutive
Committee. The team also oversees the
development of our corporate sustainability
disclosures, including this TCFD disclosure,
and monitors climate-related issues. The
Head of Sustainability reports directly to
the General Counsel, forming part of the
ourgovernance structure, ensuring consistency
with how we apply our climate programme
across the individual brands and ensuring
accurate and timely monitoring of
climate-related issues. The Head of
Sustainability presents directly to the
Boardon the Force for Good programme
biannually, including climate targets and
plans, and meets regularly with the CEO
and other business leaders. The Head of
Sustainability also advises on the development
of climate risk governance, stress testing
methodologies and carbon modelling
andleads the Sustainability Steering
Committee, which meets at least quarterly
to oversee and provide support for key
sustainability targets.
See our ESG report for moredetails
www.whitbread.co.uk/ESG-2023/24
TCFD Steering Group
This group is chaired by the Chief Financial
Officer with representation across various
functions in the business and meets biannually.
It provides oversight and drives implementation
of the TCFD recommendations and wider
climate strategy. The Steering Group works
with subject matter experts across the
organisation to oversee the development
and implementation of mitigating activities
and planning against key risks and
opportunities.
CLIMATE‑RELATED FINANCIAL DISCLOSURES CONTINUED
Whitbread PLC Annual Report and Accounts 2023/24
STRATEGIC REPORT G F O 91
Risk Working Group
The Risk Working Group supports the
Executive Committee by reviewing the
methodology for identifying and assessing
both emerging as well as principal risks,
including climate-related risks, and reporting
on the approved position. The General
Counsel and Head of Sustainability are
members of thisgroup.
Sustainable Finance Committee
The Sustainable Finance Committee, chaired
by the Chief Financial Officer, meets not
less than every six months and is responsible
for overseeing the management and
allocation of funds associated with the
Group’s Green Bond.
Functional delivery of our
sustainabilityprogrammes
Responsibility for delivering our
sustainability strategy, which is closely
integrated into wider business strategy,
isembedded across functions within the
Group. Our sustainability targets and
requirements are managed and shared
through clear and timely communications
across relevant business functions as outlined
in the opposite table and also through the
continuous involvement of the Sustainability
team. This ensures that responsibility for
delivering our sustainability strategy rests
inthose parts of the organisation which can
make the most difference. All team members
are encouraged to take part in charity
fundraising as a core part of the ‘community’
pillar of our Force for Good programme.
Whitbread has a ‘Raise and Match’ scheme
to bolster and support site-level fundraising,
and customers are also encouraged to donate
through booking platforms and at sites.
HR and Rewards
Is responsible for the Opportunity pillar of our Force for Good programme, which includes training and
development, wellbeing and diversity and inclusion. Sustainability and climate-related issues form part of reward
and assessment within Whitbread. The HR and Rewards functions work with the Sustainability team to ensure that
the Board’s strategy in this area is translated into clear and measurable targets together with appropriate and
aligned incentives.
Finance
department
Sets financial targets which reflect the implementation of climate-related initiatives, including energy efficiency
measures, and approves and sponsors capital expenditure to help reduce energy consumption. Our sustainable
finance strategy is governed by the Sustainable Finance Committee, which is chaired by the Chief Financial Officer.
Other members of this Committee include the General Counsel, the Group Commercial director and MD Premier
Inn and Restaurants UK, the Head of Sustainability and the Group Operations director. The Committee is
supported by members of the Sustainability team, the Finance team, the Property and Construction team
andtheProcurement team, as appropriate.
Procurement team
Has responsibility for procuring gas and renewable energy, and oversees the day-to-day management and
implementation of all responsible sourcing policies and strategies. The team engages with suppliers on innovation
to address efficiencies and climate change issues: e.g. more efficient grills in our restaurants driving down both
emissions and cost. It works closely with the Sustainability team to ensure climate and broader sustainability
requirements in tendering and purchasing are set, monitored and addressed and that material commodities (including
cotton, meat, palm oil and timber) are sourced to internationally recognised sustainable certification standards.
Supply Chain
team
Is responsible for procuring and managing logistics, engaging with suppliers on innovation to address efficiencies
and climate change issues. It works closely with the Procurement team and Sustainability team to address Scope 3
targets and ensure sustainability requirements in tendering and purchasing are set, monitored and addressed.
Operations team
While we have central control of our energy at site level through our automation first approach, the delivery of our
sustainability initiatives and achievement of our targets will always depend largely on those operating our sites on
the ground. Our Operations team is supported and incentivised to ensure they are implementing responsible
energy management behaviours across our hotels and restaurants. Our Operations team also bears primary
responsibility for sites’ waste generation and therefore for achieving our food waste reduction target.
Construction team
Manages a broad range of construction issues, including sustainability, compliance and opportunities, both in new
builds and refurbishments, including ‘green builds’, designed to increase energy efficiency.
Repairs and
Maintenance team
Is responsible for keeping our estate in good condition. Sustainability compliance and opportunities are key
elements to ensuring maximum energy efficiency and the team sponsors the capital expenditure for energy
efficiency and water-saving projects.
Internal Audit
Monitors risk, including climate-related risks, reporting into the Audit Committee.
Network Planning
Looks at the hotel network plan to ensure we have hotels in the right locations in consideration of a number of
factors, including climate change impacts, such as flood risks.
Food Safety and
Integrity Steering
Board
Looks at sustainable menu strategy, which includes climate-related considerations, as well as other core elements
of food safety and integrity. This also includes our food waste reduction programme.
Whitbread PLC Annual Report and Accounts 2023/24
92 STRATEGIC REPORT
Climate risk management framework
We recognise the importance of effective identification, assessment and
management of climate-related risks and opportunities. We deal with risk on a daily
basis. The ability to identify, understand and manage risk has always been critical to
our long-term strength andstability.
Our risk management framework sets out: (i) the processes we have in place to
identify and assess climate-related risks; (ii) how we monitor and manage those
climate-related risks; and (iii) how these processes are integrated into our overall risk
management framework. As mentioned above, risks and opportunities are identified
at a Group level and refer to wholly owned operations in UK, Ireland, Channel Islands,
Isle of Man and Germany due to their similar risk profiles.
The processes we have in
placeto identify and assess
climate-related risks
Climate-related risks, along with other risks
associated with our core sustainability strategy,
are monitored and managed through the
sustainability risk register. The risk register
identifies both inherent risk and residual risk
levels whilst considering any mitigating
activity across the business.
Each climate-related risk is allocated a
clearbusiness owner who, together with
the Head of Sustainability, works to ensure
effective mitigating activity is maintained.
Progress is monitored and reported to the
Internal Audit team on a regular basis.
The potential for further mitigation and
responses to opportunities emerging from
each risk are also identified by both the risk
owner and Head of Sustainability. These are
then built into annual objectives and strategy.
The Sustainability team considers existing
and emerging climate change regulatory
requirements, using both the team’s and
external advisers’ expertise, through both
internal and external horizon scanning
workshops
and regular meetings. Information
on emerging
requirements is cascaded
directly to relevant teams through cross-
functional meetings as part of our standard
risk management process to assess impacts
on the Group. If impacts have potential to
be material, they are put forwards for
inclusion as an emerging risk (see risk
identification section on page 76).
Climate scenario analysis is a useful tool for
informing strategy and planning in response
to potential impacts from climate-related
risks, as well as supporting financial planning
under different climate futures. Scenario
analysis relies on pre-defining a range of
plausible future pathways that are driven by
climate-related physical and socioeconomic
impacts. As the range of potential future
scenarios is almost infinite, it is important
toalign scenario development with industry
standards and best practice. To support
ourdecision making in the context of a
changing-climate, we undertook a climate
scenario analysis
exercise aligned to the TCFD
recommendations,
using a model developed
by the University of Potsdam, called MAgPIE,
which is used by a wide range of businesses
due to its focus on energy economics and
the impacts on agricultural supply chains.
These are particularly relevant for the
Group due to the reliance of major parts of
the business (food and beverage, cotton,
timber) on agricultural supply chains.
Details of the climate scenario analysis
process are provided below.
The approach applied to this assessment is
to derive a probability-based projection of
the position that Whitbread would be in at
or around 2050, or, where related to
transition risks, along the way to 2050
where costs are incurred.
CLIMATE‑RELATED FINANCIAL DISCLOSURES CONTINUED
Risk management
Whitbread’s risk management framework sets out:
(i)
the processes we have in place to identify and assess climate-related risks;
(ii)
how we monitor and manage those climate-related risks; and
(iii)
how these processes are integrated into Whitbread’s
overall risk management framework.
Whitbread PLC Annual Report and Accounts 2023/24
STRATEGIC REPORT G F O 93
The process followed overall
can be summarised as:
1. Risk/opportunity identification
(completed byWhitbread)
2. Exposure mapping/
measurement
  a. Conceptual considerations
i. Is the risk better to assess
‘topdown’ or ‘bottom up’?
ii. What risk mitigation is
alreadypresent?
iii. How much is the risk unique
inits impacts; do we need to
factor the results of another
riskinto the quantification?
  b. Data needs
i. What are the risk drivers?
ii. How is vulnerability assessed?
iii. How is exposure assessed?
  c. Modelling
i. A model for each risk is built.
3. Economic modelling
  a. Where relevant, presentation
ofthe risks in the format of an
impact over time is summarised.
4. Risk management
  a. An assessment from Whitbread
isrequired to determine if the
assessments are representative
of their operations and whether
they are considered financially
material (and therefore
requiredisclosure).
Results of the scenario analysis
The results of the analysis indicate that the
highest short-term price and cost changes
can be expected under the early, smooth
transition climate scenario in association
with a near-term transition to a low carbon
global economy. Conversely, highest damage
costs are expected under the business as
usual climate scenario as global warming
increases the frequency of physical climate
risks occurring which in turn will have
significant societal, environmental and
economic impacts across the globe.
Although the scenario tracker tool indicates
that at the global scale, a high-end warming
scenario is currently most probable, increasing
climate policy action is being undertaken at
national and regional scales, which will
increase the potential for transition risk
occurrence. Climate scenario analysis has
become a valuable component of the TCFD
recommendations and has been used to
better understand the financial implications
of key climate-related physical and transition
risks under a range of climate scenarios.
However, there are several limitations
toscenario analyses. It is impossible to
encapsulate all potential future pathways
with a limited suite of defined scenarios,
and the true pathway may unfold outside
the ranges considered. In addition, at the
time of analysis, not all value drivers
identified for individual risks could be
modelled robustly using existing datasets.
We remain committed to reviewing and
improving our TCFD-aligned climate
scenario analysis work over time. To ensure
that we are able to robustly quantify the
impacts of climate-related risks and
opportunities as part of our next TCFD
report, we have identified key gaps and
challenges from the process this year and
are using these to develop a clear action
plan and timeline.
How we categorise, monitor and manage climate risks
We categorise climate risks into two types and identify a number of factors arising from
climate change which we monitor over the short, medium and long term. Details as to how
we manage these through our governance framework are set out in the Governance section.
Transition risk
Physical risk
Typically managed by:
• Sustainability team monitors
legislative landscape and emerging
trends and advises the Executive
Committee and Board.
• Proposition, Brand and Property
teams manage our response.
• Supply Chain, Operations and
otherdepartments implement
requisite changes.
Typically managed by:
• Safety and Security team and Repairs
and Maintenance team manage this
with support fromOperations.
• Network Planning and Property
and Construction team for future-
proofing our estate and also Supply
Chain and Procurement for managing
the impact on global supply chains.
When considering climate-related risks, we have has
categorised short, medium and long term to mean the
following timeframes:
Short term: 0–2 years
Medium term: 2–5 years
Long term: 5+ years
Whitbread PLC Annual Report and Accounts 2023/24
94 STRATEGIC REPORT
How these processes are
integrated into Whitbread’s
overall risk management
Climate-related matters are considered
aspart of the Group’s risk management
process and included in the sustainability
risk matrix. Climate-related risks are
prioritised through this process, which
determines how to mitigate, transfer,
acceptor control such risks. The processes
for prioritising climate-related risks are
alsodetermined, including how materiality
determinations are made across the Group.
The Board has ultimate responsibility for
risk management and the risks that we are
willing to accept to achieve our objectives,
including risks related to climate change.
The risk management framework and the
processes in place to manage risks are
overseen by the Audit Committee. In
assessing the Group’s risk appetite, the
Board reviews the five-year business plan
and the associated strategic risks. Risk
appetite for specific risks, mainly of a
financial nature and related to capital risks,
is determined within specific Board-approved
policies, including the delegation of
authority. Climate-related risks are
discussed in these forums.
The Board reviews the risk profile of the
Group and discusses risk appetite twice
each year. This is reported and disclosed in
the Annual Report and in the half-year
Interim Statement, mapping the Group’s
principal risks to the relevant mitigating
actions in order to generate a matrix that
summarises the Group’s overall risk profile.
TCFD reports are reviewed by the Audit
Committee. Specific risks are then
discussed with either the Board or the
Audit Committee.
Further details are set out on pages 66–71
ofthisreport
Our Risk Management team forms part of
the internal TCFD Steering Group and, as
such, is closely involved in the work undertaken
to identify and assess exposure to physical
and transition risks over the short, medium
and long term.
Since 2021, the process includes the above
climate scenario analysis, supported by
external climate change experts. Key risks
and mitigations, highlighted through
functional risk registers, are reviewed and
categorised as either risks to the successful
delivery of strategic goals or key operational
risks at least biannually and the Executive
Committee completes more detailed
investigations into specific risks.
The Group’s principal risks are disclosed
within our Annual Report. As part of this
risk assessment process, the potential
financial impact on the business income
statement and balance sheet is evaluated.
We also consider the potential for brand or
reputational damage, legal repercussions
and operational disruption or loss of service.
Evolving our approach
We continue to evolve our approach to
climate-related issues, ensuring that our
strategy is robust and resilient in
ever-changing environments, and that
sustainability is integrated throughout.
Our risk management processes continue to
identify new and emerging risks, and these
are included as they arise within our risk
management framework, further details can
be found on pages 66–71. We believe we are
well-placed to manage the risks associated
with the transition to a low carbon economy
and to take advantage of the significant
opportunities such a transition creates. We
will continue to monitor scientific developments
around climate change to help us adapt
ourresponse.
CLIMATE‑RELATED FINANCIAL DISCLOSURES CONTINUED
Risk management continued
Whitbread PLC Annual Report and Accounts 2023/24
STRATEGIC REPORT G F O 95
We have been
measuring and reporting
performance against our
ambitious sustainability
targets for many years.
We have a number of publicly stated
targets which are directly relevant to our
management of climate risk, including our
SBTi-validated emissions reduction targets,
food waste target and water reduction
target (see pages 57–63 and see our ESG
report for more information). These targets
have been developed through materiality
assessments and stakeholder engagement
to ensure they are addressing our most
material issues, risks and opportunities.
Aswell as publicly stated, long-term
targets, we set annual internal targets in
order to build a delivery plan and ensure
that progress against longer-term goals is
tracked. These annual targets are then
incorporated into both individual and
Company-wide annual objectives,
which,inturn, are captured within the
Group’s remuneration policies.
We use a number of climate-related metrics
for measuring performance against these
targets, which have been reviewed against
the metrics and targets section in the TCFD
all-sector guidance. This year, carbon
reduction metrics, in line with our net zero
target, and water reduction metrics were
included in our executive remuneration
package as part of the ESG performance
measures, which represent 10% of the
Annual Incentive Scheme, and also our
Operational Incentive Scheme through our
WINcard system. Progress against targets
and goals is reported annually to the Board
and through the Annual Report. Annual
disclosures made in our ESG report and
Annual Report and Accounts regarding our
carbon emissions enable performance
against our emissions reduction target to
be monitored and reported.
Our metrics and targets
Read our ESG report online
www.whitbread.co.uk
All of our targets, programmes of
implementation and progress against
them,including assurance statements, are
outlined in our ESG report. Our reporting is
aligned with the requirements of the
Sustainability Accounting Standards Board
(SASB). Key metrics are independently
assured to ISAE 3000 standard, in
compliance with ISQM1 as the new
qualityassurance standard.
Our full assurance statement can be found
onpage 149–152
To achieve our SBTi-validated
net zero and near-term
targets, we published our first
Net Zero Transition Plan in
May 2023. This sets out our
journey to net zero through
three key steps: reducing our
energy demand, moving to
renewable sources of energy
and removing or offsetting
any residual emissions.
Whitbread PLC Annual Report and Accounts 2023/24
96 STRATEGIC REPORT
CLIMATE‑RELATED FINANCIAL DISCLOSURES CONTINUED
Our metrics and targets continued
Risk/opportunity Relevant targets/metrics
Supply risk:
• Climate change leading
tonon-availability ofgoods (food
andnon-food).
• Logistics risk within the supply chain.
Scope 3: We will reduce our Scope 3 carbon
emissions by 58.1% per m
2
by 2030 and 90% per
m
2
by 2050 from a 2018/19 baseline year.
Increased costs or changing customer
behaviour as a result of extreme
weather events including:
• Customer dissatisfaction due to
hotrooms;
• Sea-level rises;
• Rising temperatures causing health and
safety issues;
• Water supply; and
• Wildfire risk.
Water: We will reduce our water use per sleeper by
20% by 2030.
Cotton sourcing: We will source 90% of laundered
cotton to Better Cotton standards by2025.
Other metrics are under development.
Customer risk:
Changing dietary trends.
Metrics not yet available.
Operational risk:
Increased electricity costs due to running
air con/heating for longer.
Metrics not yet available.
Improving the fabric and operational
efficiency of our buildings
Scopes 1 and 2: We will reduce Scopes 1 and 2
emissions by 84.1% per m
2
by 2030; reduce Scopes
1 and 2 emissions by 99.6% per m
2
.
Being a leader in sustainability
Scopes 1 and 2: We will reduce Scopes 1 and 2
emissions by 84.1% per m
2
by 2030; reduce Scopes
1 and 2 emissions by 99.6% per m
2
.
Scope 3: We will reduce our Scope 3 carbon
emissions by 58.1% per m
2
by 2030 and 90% per
m
2
by 2050 from a 2018/19 baseline year.
Food waste: We will reduce food waste by 50% by
2030, from 2018 baseline.
Innovation and technological
advancements
Metrics not yet available.
1 Subsequent to the publication of our 2022/23 footprint a discrepancy in Scope 1 data was identified
and we have amended our 2022/23 Scope 1 and 2 footprint.
2 Subsequent to the publication of our 2022/23 footprint a discrepancy in Scope 3 was identified and
we have amended our 2022/23 Scope 3 absolute emissions number from 468,025 to 406,775.
Metrics, targets and methodology to
calculate/estimate:
FY22/23
position
Progress this
year Future plans
Scope 1 and Scope 2: We will reduce
Scopes 1 and 2emissions by 84.1% per
m
2
by 2030; reduce Scopes 1 and 2
emissions by 99.6% per m
2
by 2040
from a 2016 baseline year (cross-
industry, climate-related metric
category: GHGemissions).
We report on emissions from all categories
in Scope 1 and 2, including:
• carbon emissions from direct gas,
electricity, district heating and
LPGusage;
• carbon emissions from owned transport;
and
• fugitive emissions from refrigerant gas
(A/C and commercial refrigeration).
We use the greenhouse gas protocol
methodology to calculate the
emissionsfootprint.
Conversion factors are taken from the
latest DEFRA/DECC guidance on company
reporting, as this is in line withall previous
voluntary reporting conducted by the
Company.
51.3%/m
2
reduction
Absolute:
73,181 tCO
2
e
54.9%/m
2
reduction
Absolute:
71,372 tCO
2
e
Continued roll out
ofnet zero retrofit
programme;
exploration of
decarbonisation
options with GXO
(e.g low emission
fuels / vehicle
electrification);
continued roll out
ofwater-saving
measures; continued
conversion of
company car
fleettoelectric.
Scope 3: We will reduce our Scope 3
carbon emissions intensity by 58.1% per
m
2
by 2030 and 90% per m
2
by 2050
from a 2018/19 baseline year.
Categories included:
1a, 1b, 2, 3, 4, 5, 6, 7, 15.
We uses the greenhouse gas
protocolmethodology to calculate
theemissions footprint.
37.5%/m
2
reduction
Absolute:
406,775
tCO
2
e
34.7%/m
2
reduction
Absolute:
447,510
tCO
2
e
Full strategy
development and
supplier engagement
programme.
Whitbread PLC Annual Report and Accounts 2023/24
STRATEGIC REPORT G F O 97
Metrics, targets and methodology to calculate/estimate:
FY22/23
position
Progress this
year Future plans
Food waste: We will cut food waste by 50% by 2030.
This target is from a 2018 baseline year and calculated by weight in tonnes.
This target is for the UK only, as Whitbread does not operate branded restaurants in Premier Inn Germany and the food offering in German sites
is limited.
Food waste originates, and will be measured, from GXO depot sites and all Premier Inn hotels and branded restaurants in the UK (Premier Inn,
hub by Premier Inn, Thyme, Zip, Beefeater, Table Table, Brewers Fayre, Bar + Block, Whitbread Inns and Cookhouse and Pub brands). This
includes owned and operated and landlord sites.
Food waste is defined as food which cannot be used and therefore ends up in our waste channels. Food waste in our operations can be found in
two locations:
• restaurants, including back of house food waste and customer plate scrapings from restaurant sites; and
• GXO depots, including food which never reaches the hotels or restaurants due to being damaged, nearing sell-by dates, or not needed.
Exclusions:
• No drinks from site waste are included in the measurement.
• Food which is donated to our charity partners is not included as that is not considered wasted food.
• Non-consumables such as cleaning products are not included.
Our waste provider takes actual weights wherever possible at the point of collection from the site.
If food bins cannot be weighed then the following data hierarchy is followed:
• actual weights;
• site average;
• estate average; and
• contracted weight.
20% of general waste at sites is assumed to be food waste, so as well as the total tonnes of food waste, the restaurant totals also include 20% of
all general waste.
11.88% food
waste
reduction from
our baseyear.
10.02% food
waste
reduction from
our baseyear.
Continuation of
cross-functional
working group.
Trials with key
partners to be
implemented.
Detailed analysis
of drivers of food
waste; strategy
developed
andbeing
implemented to
address these.
Water: We will reduce our water use per sleeper by 20% by2030.
This is calculated through analysing water consumption at each site against sleepers.
Consumption data will be obtained from the following hierarchy:
• automated meter readings;
• smart meters;
• visual reads; and
• estimations where no meter reads available based on historic data (depending how recent data is available); interventions in place to
reduceconsumption.
N/A, new
target just set.
10.1% water
reduction per
sleeper from
our base year.
Continuation of
programme.
Cotton sourcing: We will source 90% of laundered cotton to Better Cotton standards by 2025.
Calculated on a calendar year and relates to cotton in rented linen, as well as guest duvet and pillow purchases annually. Better Cotton is
sourced via a chain of custody system of mass balance and is not physically traceable to end products.
52.4% of our
cotton sourced
as Better
Cotton.
Not available,
will report on
progress in
2024/25.
Continuation of
programme.
The strategic report on pages 2 to 97 was approved by the Board and signed on its
behalf by Clare Thomas, General Counsel on 29 April 2024.
98
Whitbread PLC Annual Report and Accounts 2023/24
GOVERNANCE
Corporate governance
at a glance
During the year, we were fully compliant with the
provisions of the 2018 UK Corporate Governance
Code (the ‘Code’).
Highlights 2023/24
• Introduction of new Whistleblowing
service provider for UK, overseas and
third parties.
• Appointment and induction of new
General Counsel and Company Secretary,
Clare Thomas, and non-executive director,
Shelley Roberts. Read more on page 114.
• Updated the Whitbread Code of Conduct.
• Reviewed and updated the Whitbread
Dealing Code, along with the introduction
of a new permission to deal mobile app.
• Conducted a comprehensive internal
Board evaluation. Read more on page 112.
• Updated the Company’s articles of
association, which were approved
by shareholders at the 2023 annual
generalmeeting.
Priorities for 2024/25
• Continue full compliance with the Code
provisions and work to ensure compliance
with the new UK Corporate Governance
Code 2024.
• Support and oversight of the growth of the
business in both the UK and internationally.
• Review and act on the recommendations
from the internal Board evaluation. Read
more on page 113.
• Progress towards meeting the FCA
diversity targets.
Contents
100 Letter from Adam Crozier, Chairman
104 Board Leadership and Company purpose
106 Division of responsibilities
112 Composition, succession
andevaluation
116 Audit, risk and internal control
122 Remuneration
Whitbread PLC Annual Report and Accounts 2023/24
S GOVERNANCE F O 99
Board attendance
Name of director Meetings Attendance %
David Atkins 8 100%
Kal Atwal 8 100%
Horst Baier 8 100%
Fumbi Chima 8 100%
Adam Crozier 8 100%
Frank Fiskers 8 100%
Richard Gillingwater 8 100%
Karen Jones
1
7 88%
Chris Kennedy 8 100%
Hemant Patel 8 100%
Dominic Paul 8 100%
Shelley Roberts
2
2 100%
Cilla Snowball 8 100%
1 The one meeting Karen Jones was unable to attend was due to a prior commitment before joining
theBoard.
2 Shelley Roberts was appointed to the Board on 1 November 2023.
Board experience
The Board comprises directors with
abroad range of skills and experience.
The chart below provides an overview
of the experience around the
Boardtable.
Board focus areas
The chart below demonstrates the
proportion of the Board’s time spent
in each area.
Gender diversity
The chart below shows the gender
split of the Board.
Ethnic diversity
The chart below shows the ethnic
diversity of the Board.
Board tenure
The length of time each of the directors has served on the Board at the date of the report,
is shown below.
Financial
Consumer/retail
Travel and hospitality
Digital
Corporate transformation
International
Commercial property
HR
ESG
9
9
7
7
6
7
5
10
7
Men
Women
8 61.5%
5 38.5%
White
Asian
Black
76.9%
15.4%
7.7 %
10
2
1
Strategy and growth
Performance and operations
Financial performance
Risk management
People
Corporate governance
26%
24%
21%
12%
9%
8%
0 1 2 3 4 5 6 7 8 9
Years
David Atkins
Kal Atwal
Horst Baier
Fumbi Chima
Adam Crozier
Frank Fiskers
Richard Gillingwater
Karen Jones
Chris Kennedy
Shelley Roberts
Cilla Snowball
Hemant Patel
Dominic Paul
100
Whitbread PLC Annual Report and Accounts 2023/24
GOVERNANCE
RobustRobust
governance
framework
CHAIRMAN’S STATEMENT
Adam Crozier
Chairman
I am pleased to present this
year’s Board report on the
Company’s compliance with the
UK Corporate Governance Code.
As you will see in the following pages
in this report, we have made changes
to the way this section is reported this
year. While the Corporate Governance
Code 2024 (the ‘New Code’) released
in January this year does not apply to
Whitbread until our 2025/26 reporting
year, we have endeavoured to align our
disclosure, wherever possible, with an
outcomes-based approach in line with
the spirit of the new Code. We feel this
provides for more tangible reporting.
We have also strived to lower duplication
by cross-referencing to appropriate
sections inthe report.
Quality decision-making is facilitated
by the quality of Board papers and the
diverse knowledge, skills and experience
of the directors, supported by an open and
transparent culture. Decisions are taken
todeliver the key strategic priorities whilst
always remaining cognisant of the impact
on stakeholders.
Our
Whitbread PLC Annual Report and Accounts 2023/24
S GOVERNANCE F O 101
At Whitbread we are committed to ensuring
the Company’s actions are in keeping with
our culture, values and strategic goals. This
is achieved by understanding the critical
role that strong corporate governance plays.
Every year, we carry out an internal review
of our compliance with the Code and I am
pleased to report that we have been fully
compliant with the provisions of the Code
this year. In the pages that follow, we have
set out how we have applied the principles
set out in the Code.
On 1 November 2023, we welcomed Shelley
Roberts as an independent non-executive
director. More information on Shelley’s
experience can be found in her biography
on page 110. We have also provided an
insight into Shelley’s induction process on
page 114.
During the year, we also welcomed Clare
Thomas as General Counsel and Company
Secretary in place of Chris Vaughan who
retired after the annual general meeting in
June 2023. You can find more information
on Clare’s experience in her biography on
page 110.
Last year, we undertook a review of the
articles of association of the Company. The
articles existing at the time were adopted in
June 2010.
Changes made were largely to modernise
the articles and to bring them into line with
best practice. In addition we needed to
make some changes to the way in which
dividends for our B and C preference shares
were calculated following the discontinuation
of LIBOR. The updated articles were
approved by the shareholders at the 2023
annual general meeting.
An internal Board evaluation was carried
out during the year. As was the case in the
previous year, Independent Audit’s online
platform called ‘Thinking Board’ was used
to facilitate the Board evaluation.
Further details of the findings and the
progress against actions from the previous
Board evaluation are provided on page 112.
As required by the Code, the next Board
evaluation will be an externally-facilitated one.
During the year we updated internal
policies and documents such as the Code of
Conduct and the Board Diversity Policy to
ensure they reflect the most up to date
market practice.
The Board as a whole accepts its
responsibility for engaging with various
stakeholders and keeping them in mind
when making decisions for the Company.
You can find information on our stakeholder
engagement on pages 18 to 23.
Looking ahead
The focus for the Board is now on building
on the progress made so far and generating
long-term value for all stakeholders. I look
forward to seeing those of you attending
the annual general meeting in person at
ourhead office in Dunstable.
David Atkins and Fumbi Chima have
expressed that they will not be putting
themselves forward for re-election at the
annual general meeting in June 2024. On
behalf of the Board, I wish to express our
immense gratitude for both of them for their
valuable contribution to the Company and
wish them the best in their future endeavours.
Adam Crozier
Chairman
29 April 2024
“ The Board’s
objective is
to create and
maintain a robust
governance
framework in
order to support
the long-term
success of the
business and also
generate lasting
value for all our
stakeholders.”
102
Whitbread PLC Annual Report and Accounts 2023/24
GOVERNANCE
CORPORATE GOVERNANCE STATEMENT
The UK Corporate Governance Code 2018
The UK Corporate
Governance Code
2018 is the standard
against which we
measure ourselves.
It is issued by the
Financial Reporting
Council (FRC) and is
available to view on
its website,
www.frc.org.uk.
Further information on our
compliance with the Code can be
found in the table on the right:
Section 1 – Board Leadership and
CompanyPurpose
On page 99, we have reported on the experience of the
members of the Board and how the discussions at the Board
meetings this year were focused on improving shareholder
value and contributing to wider society. There is detail on the
Board’s engagement with all its stakeholders, including the
Company’s major shareholders. You will also find information
on how the Board lays out its strategy and sets the Company
up for long-term sustainable success.
Section 1: Board leadership and
Companypurpose See page
A Effective and entrepreneurial board to
promote the long-term sustainable
success of the company, generating
valuefor shareholders and contributing
towider society
104 to 105
B Purpose, values and strategy with
alignment to culture
C Resources for the company to meet its
objectives and measure performance.
Controls framework for management
andassessment of risks
D Effective engagement with shareholders
and stakeholders
E Consistency of workforce policies and
practices to support long-term
sustainable success
Section 2 – Division of Responsibilities
On page 106, we outline the responsibilities of the Chair, these
are different from the role of the Chief Executive. We also
provide details on the matters reserved for the Board and the
matters that are delegated to the Executive Committee. On
pages 107 to 110, we have introduced the Board to you and
provide details on the skills and experience they bring to the
table. This year, we welcomed Clare Thomas as General
Counsel and Company Secretary to the team. Clare’s role
insupporting the Board is outlined.
Section 2: Division of responsibilities See page
F Leadership of board by chair
106 to 111
G Board composition and responsibilities
H Role of non-executive directors
I Company secretary, policies, processes,
information, time and resources
Whitbread PLC Annual Report and Accounts 2023/24
S GOVERNANCE F O 103
Section 4 – Audit, Risk and
InternalControl
Section 5 – Remuneration
Pages 116 to 121 contain a letter from Chris Kennedy,
Chair of the Audit Committee, and provide an
introduction to the composition, roles and
responsibilities of the Committee, together with
information on the key topics discussed during the
year. It also covers the audit tender process that was
carried out this year and provides details on decision-
making in line with the recommendations provided by
the Financial Reporting Council (FRC).
Section 4: Audit, risk and
internalcontrol See page
M Independence and effectiveness
of internal and external audit
functions and integrity of financial
and narrative statements
116 to 121
N Fair, balanced and understandable
assessment of the company’s
position and prospects
O Risk management and internal
control framework and principal
risks company is willing to take to
achieve its long-term objectives
On pages 122 to 141, Frank Fiskers, Chair of the
Remuneration Committee, presents the remuneration
report that sets out in detail the key decisions made
by the Committee during the year and how the
remuneration policy was implemented. The report
provides comprehensive and in-depth disclosures
onexecutive pay and the linkage to Company’s
strategic goals.
Section 5: Remuneration See page
P Remuneration policies and
practices to support strategy
andpromote long-term
sustainable success, with
executive remuneration aligned
tocompany purpose and value
122 to 141
Q Procedure for executive
remuneration, director and senior
management remuneration
R Authorisation of
remunerationoutcomes
Section 3 – Composition,
Successionand Evaluation
You will find details of the composition, roles and
responsibilities and the work of the Nomination
Committee together with a summary of its activities
during the year on pages 114 and 115. This includes the
recruitment process followed to appoint Shelley
Roberts as an independent non-executive director.
We have provided a summary of the Board evaluation
carried out this year. We carried out an internal
evaluation this year and will undertake an external
evaluation next year as required by the Code.
Section 3: Composition, succession
andevaluation See page
J Board appointments and
succession plans for board and
senior management and
promotion of diversity
112 to 115
K Skills, experience and knowledge
of board and length of service of
board as a whole
L Annual evaluation of board and
directors and demonstration of
whether each director continues
tocontribute effectively
104
Whitbread PLC Annual Report and Accounts 2023/24
GOVERNANCE
Board leadership and Company purpose
Over the last couple
of years, Whitbread
has achieved
fantasticresults.
The Board and the leadership of Whitbread
maintained focus on the strategic objectives
of the Company while also balancing the
needs of stakeholders and promoting
shareholder value. You can read more about
how stakeholders are considered in the
decision-making process on pages 18 to 23.
The Chairman and the General Counsel met
with key shareholders during the year to
update them about environmental, social
and governance issues and about business
performance in the UK and Germany.
Culture
The Board appreciates the rich culture of
Whitbread and its commitment to maintaining
the highest standards of honesty, openness
and accountability.
The Speaking Out (whistleblowing) service is
available to all team members, employees,
suppliers and third parties allowing them to
raise concerns if Whitbread’s standards fall
short of that commitment. We engaged with
the Our Voice representatives for feedback
on the Speaking Out service.
The key outputs from this exercise were:
• there was a lack of clarity on when to use
the Speaking Out service;
• there was a preference for alternative
modes of reporting outside of the
telephone service; and
• there was a need to offer options for
reporting in multiple languages.
Taking into account this feedback, a new
provider was chosen to deliver Speaking
Out services in both the UK and overseas.
Through this refreshed service, reports can
be raised online, using the web reporting
functionality or through the telephone
hotline in multiple languages and can also
be accessed on phones by scanning the
QRcode displayed on the Company’s
intranet or on the posters across all of
Whitbread’s locations.
Board Diversity
The Board diversity policy was updated in
March 2024 to align with the latest FCA
targets and also business best practice.
As an organisation we recognise and are
working towards these targets. We are
pleased to have 23% ethnic representation
on our Board, meeting the FCA target. From
a gender perspective, 38% of our Board are
female, narrowly short of the 40% target.
Allof our top four senior Board positions are
held by men, with three of these being white
and one being Asian. Although we do not
yet have a female appointee in one of the
top Senior Board positions, we are committed
to addressing this goal and will provide
further updates in future reports.
Gender and ethnicity data collection
The below table sets out the range of
gender and ethnicity as they relate to our
Board, executive management and senior
Board positions (CEO, CFO, SID and Chair)
as at 29 February 2024. In line with the
Listing Rule definition, ‘executive management’
consists of Whitbread’s Executive Committee
members. For full details of the Executive
Committee please see page 111.
The Board diversity data is collected using
aquestionnaire and given on a self-identify
basis at the point of their on-boarding to
the Company. The diversity data collated
for the Executive Committee is collected
onan anonymous basis directly from each
member using a questionnaire and given
ona self-identify basis.
Gender identity/sex of members of the Board and executive management
Board members
Percentage of
the Board
Senior Board
Positions (CEO,
CFO, SID
and Chair)
Executive
management
Percentage of
executive
management
Women 5 38.5% 0 2 22.2%
Men 8 61.5% 4 7 77.8%
Not specified/prefer not to say — — — — —
Ethnic background of members of the Board executive management
Board members
Percentage of
the Board
Senior Board
Positions (CEO,
CFO, SID
and Chair)
Executive
management
Percentage of
executive
management
White British or other White (including minority White groups) 10 76.9% 3 8 88.9%
Mixed/multiple ethnic groups — — — — —
Asian/Asian British 2 15.4% 1 1 11.1%
Black/African/Caribbean/Black British 1 7.7% — — —
Other ethnic groups including Arab — — — — —
Not specified/prefer not to say — — — — —
Whitbread PLC Annual Report and Accounts 2023/24
S GOVERNANCE F O 105
Controls and risk management
The Board is responsible for the
Company’ssystems of internal control and
risk management, and for reviewing their
effectiveness. These systems are designed
to manage rather than eliminate risk of
failure to achieve business objectives.
Theycan only provide reasonable, and
notabsolute, assurance against material
misstatement or loss.
The Board has established an ongoing
process for identifying, evaluating and
managing the Company’s principal risks.
Thisprocess was in place throughout the
financial year and up to the date of this
report. The process is reviewed by the
Board and accords with the internal control
guidance for directors in the Code. A report
of the principal risks, together with the viability
statement, can be found on pages 64 to 72.
Code of Conduct
In line with our commitment to uphold the
highest standards of integrity and ethical
conduct, we have recently updated our Code
of Conduct. Key enhancements include an
update to our whistleblowing reporting
processes designed to streamline the process
for raising concerns and to enable users to very
clearly identify when to use the system over
other available reporting tools, whilst always
ensuring absolute confidentiality and
protection for whistleblowers. We have
reinforced our zero-tolerance stance against all
forms of abuse and discrimination, whether
towards our people, our guests or those that
we work with. These updates reflect our
commitment to ensuring a safe, transparent,
and accountable workplace, aligning with our
core values and commitment to doing business
the right way. Through updated mandatory
training for all employees, weseek to ensure
our teams not only understands these changes
but model ourvalues in their daily operations.
Board agenda 2023/24
Standing agenda items
• Chief Executive’s report
• Chief Financial Officer’s report
• Chief People Officer’s report
• General Counsel’s report
• Property and International
Managing Director’s report
• Approval of capital projects
• KPI pack
• Approval of year-
end documentation
including results
announcement,
Annual Report and
Notice of AGM
• Risk management
• Health and safety
report
• Force for Good
• Property strategy
• F&B strategy
• Board evaluation
Q1
• Q1 trading update
• Refurbishment
programme
• UK Growth strategy
• Talent and
succession
• Investor relations
• Annual general
meeting
Q2
• Interim results
• Update of the Group’s
reservation and customer
management system
• Risk management
• Health and safety report
• Cyber security update
Q3
• Budget review
• People strategy
• F&B strategy
• Update of the Group’s
reservation and customer
management system
• Q3 trading update
Q4
Board strategy day
The Board and the Executive Committee
met in London in November 2023 for a
Board strategy day.
The purpose of the Board strategy day is
topresent, discuss, evolve and crystallise
the key strategic priorities for the Group.
Information on the strategic priorities can
be found on pages 16 to 17.
Each Executive Committee member
presented their part of the plan and all
participants were able to ask questions
andprovide feedback.
The presentations broadly covered the
following themes:
• The latest view of the five-year plan
• Proposals for optimising our branded
food and beverage offering
• Customer plan
• Commercial plan
• Property plan
• Germany plan
• Enterprise transformation plan
• Technology plan
• Efficiency plan
• People strategy
This was interspersed with presentations
from Morgan Stanley and Goldman Sachs to
provide a broader industry perspective,
including a view of the general macro
environment, future prospects and key
sector themes in hospitality.
106
Whitbread PLC Annual Report and Accounts 2023/24
GOVERNANCE
BOARD RESPONSIBILITIES
Division of responsibilities
The Chairman and
Chief Executive have
clearly defined roles
which are separate and
distinct. The specific
duties and division
of responsibilities
between the Chairman
and Chief Executive
have been agreed by
the Board and are set
out below, together
with information on
the roles of the Senior
Independent director,
the executive directors,
the non-executive
directors and the
Company Secretary.
Chairman
• Leadership of the Board and setting its
agenda, including approval of the Group’s
strategy, business plans, annual budget
and key areas of business importance
• Maintaining appropriate contact with
major shareholders and ensuring that
Board members understand their views
concerning the Company, especially
ongovernance
• Ensuring a culture of openness and debate
around the Board table
• Leading the annual evaluation of the Board,
the Committees and individual directors
• Ensuring, through the Company
Secretary, that the members of the
Board receive accurate, timely and
clearinformation
Chief Executive
• Optimising the performance of the business
• Day-to-day operation of the business
• Reviewing and proposing strategy
• Ensuring effective communication
withshareholders and employees
• The creation of shareholder value by
delivering profitable growth and a good
return on capital
• Ensuring the Company has a strong team
of high-calibre executives, and putting
in place appropriate management
succession and development plans
• Leading and motivating a large workforce
of people
Senior Independent director
• The Senior Independent director provides
a sounding board for the Chairman
and supports him in the delivery of his
objectives. The Senior Independent
director is available to shareholders if
they have concerns which the normal
channels have failed to resolve, or which
would be inappropriate to raise with
the Chairman or the executive team. He
also leads the annual evaluation of the
Chairman on behalf of the other directors
Executive directors
• The executive directors are responsible
for the day-to-day running of the business
and for implementing the operational and
strategic plans of the Company
Non-executive directors
• The non-executive directors play a
key role in constructively challenging
and scrutinising the performance of
the management of the Company and
helping to develop proposals on strategy
Company Secretary
At Whitbread the General Counsel acts
asthe Company Secretary. The duties
performed in the capacity of Company
Secretary include the following:
• advising the Board on legal matters,
corporate governance and Board procedures;
• arranging and minuting the Board and
Committee meetings;
• providing support to the Chairman, the
Chief Executive and the Board Committee
chairs; and
• enabling and supporting communication
between directors and senior management
to the Board and Committees.
The Matters Reserved to the Board
canbe found on our website
www.whitbread.co.uk
Whitbread PLC Annual Report and Accounts 2023/24
S GOVERNANCE F O 107
BOARD OF DIRECTORS
Adam Crozier
Chairman
Dominic Paul
Chief Executive
Date of appointment totheBoard:
April 2017
Date of appointment asChairman:
March 2018
Experience:
Adam was Chief Executive of ITV plc
from 2010 to 2017. During his time as
Chief Executive, ITV was transformed
into a global media player of scale,
delivering consistently good growth
and with increasing emphasis on
international content creation
anddistribution.
Prior to ITV, Adam was Chief Executive
of Royal Mail. He has also been CEO
of The Football Association and joint
CEO of Saatchi & Saatchi.
Adam has served as Chairman
ofVueInternational, ASOS and
StageEntertainment.
External appointments:
• BT Group plc (Chairman)
• Great Ormond Street Hospital
Discovery Appeal (Trustee)
• Kantar Group (Chairman)
Date of appointment totheBoard:
January 2023
Experience:
Dominic is an experienced senior
executive, with a very strong operational
and commercial record in the travel,
leisure, and hospitality sector and with a
We believe that it is vital
for the Board to include
a diverse range of
skills, backgrounds and
experience, to enable
a broad evaluation of
all matters considered
and to contribute to
a positive culture of
mutual respect and
constructive challenge.
The mix of skills and experience
represented on the Board is outlined
onpage 99.
Key:
A
Audit Committee
N
Nomination Committee
R
Remuneration Committee
Committee Chair
Committee member
N
R
track record of growing and transforming
brands both in the UK and internationally.
Dominic was previously a member of the
Whitbread Executive Committee and
Managing Director of Costa Coffee for
three years, before serving as CEO of
Domino’s Pizza Group Plc where he led
the business through the COVID-19
pandemic, during which he delivered a
strong period of sales growth and value
creation and aligned all stakeholders
behind a growth strategy for the future.
Previously Dominic was Senior Vice
President of International with Royal
Caribbean Cruise Line where he led the
business through a period of strong
growth. His extensive experience in the
travel and leisure industry also includes
senior roles at easyJet, British Midland
and British Airways.
Hemant Patel MBE
Chief Financial Officer
Date of appointment totheBoard:
March 2022
Experience:
Hemant joined Whitbread in 2018 as UK
Finance Director, having previously been
Finance Director of Greene King Pub
Company. He worked at Asda-Walmart
for 11 years, carrying out various
management roles including Commercial
Finance Director, director of Own Label
and director of Strategy. He also had
several finance roles over six years at
Mars, Inc.
He was Chair of the Royal Armouries
Museum and was awarded an MBE for
services to museums and heritage in the
2020 birthday honours list. Hemant also
received the Arts and Business Individual
of the Year award in 2007 for his work
with Interplay Theatre. He was non-
executive Director and Audit Chair at the
Department of Digital, Culture, Media and
Sport from 2020 to 2023 as well as being
on the board of the Cultural Recovery
Fund.
108
Whitbread PLC Annual Report and Accounts 2023/24
GOVERNANCE
N
R
BOARD OF DIRECTORS CONTINUED
A
N
R
Experience:
David was Chief Executive of
Hammerson plc, a British property
development and investment company,
and one of the UK’s largest listed
property companies. He stepped down
from the position in November 2020.
He is also the former Chairman and
executive board member of the European
Public Real Estate Association (EPRA)
and past President and a former Committee
member of Revo (formerly BCSC).
External appointments:
• Reading Real Estate Foundation
(director and Trustee)
• Landmark Group Holdings Limited (Chair)
• Britannia Parking Limited
(boardadviser)
David Atkins
Independent non-executive director
Date of appointment totheBoard:
January 2017
N
R
Kal Atwal
Independent non-executive director
Date of appointment totheBoard:
March 2021
Experience:
Kal has over 13 years’ executive Committee
experience at BGL Group Limited in
various roles, including Founding
Managing director of comparethemarket.
com. Kal was also Chair of SimplyCook,
atech-enabled meal kit subscription
service prior to its sale to Nestlé.
Kal began her career at EY in Madrid, after
which she held a number of operational
and strategic roles with Southern Derbyshire
Chamber and Northcliffe Media Ltd.
Kal is an experienced strategic leader
with international experience in start-up,
scale-up, fintech and digital businesses.
External appointments:
• OSB Group PLC (non-executive director)
• Royal London Group
(non-executive director)
• Funky Pigeon Ltd (Chair)
Richard Gillingwater
Senior Independent Director
Date of appointment totheBoard:
June 2018
Experience:
Richard was Chairman of Janus
Henderson Group plc from 2017
tothe end of 2022, served as a
non-executive director of Helical PLC
and was former Pro-Chancellor of the
Open University. Richard also served
as Chairman on SSE PLC from 2015
to2021.
Richard is a highly experienced
executive and has spent much of
hiscareer in corporate finance and
investment banking with Kleinwort
Benson, BZW and Credit Suisse First
Boston, before he moved out of banking
and became Chief Executive of the
Shareholder Executive and then Dean
of Bayes Business School.
External appointments:
• Spirax-Sarco Engineering plc
(Independent non-executive
director and Senior Independent
Director)
• Wellcome Trust (Chair of the
Investment Committee)
N
R
Dame Karen Jones
Independent non-executive director
Date of appointment totheBoard:
January 2023
Experience:
Karen is Senior Independent director
at Deliveroo plc, Chair at Hawksmoor
and a non-executive director at Mowgli
Street Food, having previously served
as Executive Chair at Prezzo and Senior
Independent Director at Booker plc.
Karen has a wealth of experience in
the restaurant, food and hospitality
sectors, having founded Café Rouge
and led the formation of Spirit Group
as CEO. Karen also has strong experience
in executive remuneration, having
previously chaired the remuneration
committees at ASOS plc and Booker plc.
External appointments:
• Deliveroo plc (senior independent
non-executive director)
• The Crown Estate
(non-executive director)
• Hawksmoor (Chair)
• Mowgli Street Food
(non-executive director)
Whitbread PLC Annual Report and Accounts 2023/24
S GOVERNANCE F O 109
Fumbi Chima
Independent non-executive director
Date of appointment totheBoard:
March 2021
Experience:
Fumbi was Chief Information Officer
at BECU from 2020 to 2023. Prior to
this, Fumbi held similar roles at Adidas,
Fox Network Group, Burberry, Walmart
Asia’s business operations and American
Express global corporate technologies.
Fumbi has more than 25 years of
leadership and technology experience
in both the retail and financial sectors.
In addition to technology, Fumbi’s
background showcases a dedication
to diversity, women’s empowerment
and inclusion.
External appointments:
• Women at Risk International
Foundation (director)
• The Azek Company (board member)
• WTW (non-executive director)
N
A
A
R
N
Date of appointment totheBoard:
January 2023
Experience:
Cilla has a wealth of advertising,
marketing and digital experience,
being made a Dame in 2017 for her
services to advertising, diversity
andequality.
Cilla started her career in advertising
and served as Group Chief Executive
at Abbott Mead Vickers BDDO Ltd
from 2006 to 2018, also sitting on the
BBDO Worldwide Board, and Chair of
both the Advertising Association and
the Women’s Business Council.
External appointments:
• University of Birmingham
(council member)
• Derwent London plc
(non-executive director)
• Genome Research Ltd
(non-executive director)
• Wellcome Trust (Governor)
Dame Cilla Snowball
Independent non-executive director
Frank Fiskers
Independent non-executive director
Date of appointment totheBoard:
February 2019
Experience:
Frank spent ten years from 2007 as
President & CEO of Scandic Hotels
Group and took the company public
in2015. He has experience in a number
of countries in Europe and Africa.
Frank has served as Chairman of
Norstedt and Akademibokhandln.
Hehasalso served as a board member
of the Swedish Hospitality Employers
Association, Dame Thomas Foundation
for Young People and the British
Hospitality Association.
External appointments:
• Shurgard Self Storage SA
(non-executive director)
N
A
Horst Baier
Independent non-executive director
Experience:
Horst was Chief Financial Officer of TUI
AG, until September 2018. During his
time at TUI, Horst played an important
role in their transformation from a tour
operator to a global provider of holidays.
External appointments:
• Bayer AG
(member of the supervisory board)
• DIAKOVERE GmbH (member of
thesupervisory board)
• Ecclesia Holding GmbH (member of
the supervisory board)
N
A
Date of appointment totheBoard:
November 2019
110
Whitbread PLC Annual Report and Accounts 2023/24
GOVERNANCE
A
N
A
N
BOARD OF DIRECTORS CONTINUED
Clare Thomas
General Counsel & Company Secretary
Date of appointment:
June 2023
Experience:
Clare joined Whitbread as General
Counsel and Company Secretary in
June 2023, having previously held a
similar position at Britvic from 2013
to2023. Prior to this, she was a
corporate/M&A partner at law firm
Addleshaw Goddard LLP, where she
had a particular focus on working with
consumer-facing businesses in retail,
consumer brands, leisure and hospitality.
As well as being General Counsel &
Company Secretary, Clare is also the
Executive Committee member
responsible for Whitbread’s
sustainability programme,
ForceforGood.
Chris Kennedy
Independent non-executive director
Date of appointment totheBoard:
March 2016
Experience:
Chris is Chief Financial Officer and Chief
Operating Officer of ITV plc, which he
joined in February 2019.
Prior to this, Chris held CFO roles with
Micro Focus International plc, ARM
Holdings plc and easyJet plc, having
previously spent 17 years in a variety
ofsenior roles at EMI.
Chris was voted FTSE 100 CFO in 2015.
External appointments:
• ITV plc (Chief Financial Officer)
• The EMI Group Archive Trust (Trustee)
• Great Ormond Street Hospital
Trust(Trustee)
Shelley Roberts
Independent non-executive director
Date of appointment totheBoard:
November 2023
Experience:
Shelley is currently the Group Chief
Commercial Officer at Compass Group
PLC, where she is responsible for leading
the Group’s Global Clients, Strategy,
M&A, Health & Safety, Sustainability,
Digital and Procurement functions.
Shelley has vast experience in the travel
and hospitality sector, having served as
Managing Director of Compass Group’s
Australian business and previous to this
holding leadership roles at EasyJet, Tiger
Airways and Sydney Airport. Shelley
previously served as a non-executive
director on the board of Webjet, a global
online travel business.
External appointments:
• Compass Group
(Chief Commercial Officer)
Key:
A
Audit Committee
N
Nomination Committee
R
Remuneration Committee
Committee Chair
Committee member
Whitbread PLC Annual Report and Accounts 2023/24
S GOVERNANCE F O 111
EXECUTIVE COMMITTEE
The Executive
Committee has authority
to manage the day-
to-day operations of the
Group’s businesses, with
the exception of those
matters reserved for the
Board, and within the
financial limits set by
theBoard.
Dominic Paul
Chief Executive
Rachel Howarth
Chief People Officer
Nigel Jones
Group Operating Officer
Joe Garrood
Chief Commercial Officer
Mark Anderson
Managing Director,
Property& International
Simon Ewins
Managing Director,
UKHotels & Restaurants
Erik Friemuth
Chief Executive Officer,
Premier Inn Germany
Hemant Patel MBE
Chief Financial Officer
Clare Thomas
General Counsel &
Company Secretary
The Committee’s
responsibilities include:
• formulation of strategy for
recommendation to the Board;
• management of performance in
accordance with strategy and budgets;
• talent and succession;
• risk management;
• capital investment decisions (where
Board approval is not required);
• cost efficiency, procurement and
organisational design;
• reputation and stakeholder management;
• culture and values;
• the Force for Good sustainability
programme;
• health and safety; and
• customer engagement and
productdevelopment.
Changes during the year
• Clare Thomas was appointed as General
Counsel and Company Secretary in
June2023
• Simon Jones who held the position of
Managing Director for Premier Inn and
Restaurants, UK, and Chief Commercial
Officer left Whitbread in November 2023
• Joe Garrood took over as Chief
Commercial Officer in December 2023
• Erik Friemuth joined Whitbread
in January 2024 and took over as
ChiefExecutive Officer for Premier Inn
Germanyin March 2024
Biographical details for the Executive Committee can be found on the Company’s website:
www.whitbread.co.uk
112
Whitbread PLC Annual Report and Accounts 2023/24
GOVERNANCE
Composition, succession and evaluation
Board composition
The Nomination Committee aims to ensure
the Board and its Committees have the
appropriate balance of skills, experience,
diversity, independence and knowledge of
the Company to enable them to discharge
their responsibilities effectively. After assessing
independence against the Code, the Board
considers all non-executive directors to be
independent in judgement and character
and also considered the Chairman to be
independent on appointment.
The Board is currently composed of the
Chairman, the Chief Executive, the Chief
Financial Officer and ten independent
non-executive directors. This includes
Shelley Roberts, who was appointed to
theBoard on 1 November 2023. More
information on Shelley Roberts’ experience
can be found in her biography on page 110.
Shelley is a member of the Audit Committee
and the Nomination Committee.
As required by the Code, all directors will
be subject to election or re-election at the
next AGM. During the year, the Chairman
completed the individual performance
review of each non-executive director in
respect of their contribution and time
commitment to the Company.
Details setting out why each director is
deemed to be suitable for reappointment,
and how their contribution continues to
beimportant to the Company’s long-term
success, will be included in the AGM papers
circulated to the shareholders.
David Atkins and Fumbi Chima will step
down from the Board at the conclusion of
the upcoming AGM and will therefore not
stand for re-election.
Board succession
The Chairman leads the Nomination
Committee in annually evaluating the
balance of skills, experience, independence
and knowledge on the Board. A matrix of
the skills and competencies of the current
Board is mapped against the skills and
competencies the Committee believes will
be required in the future. This process helps
the Committee ensure a robust succession
plan and the development of a diverse
pipeline in line with the Board’s policies
anddiversity and inclusion commitments.
As part of the annual talent cycle, the
Nomination Committee reviews the
long-term succession plan for the members
of the Executive Committee and their direct
reports. The Committee recognises the
importance of reviewing internal succession
strength and ensuring robust emergency
succession plans are in place. Deep dive
talent reviews into the critical capabilities
ofthe Executive Committee and senior
leadership team for both UK and Germany
are also carried out annually. More information
on the work carried out in developing an
internal succession pipeline can be found
onpage 52 in the Chief People Officer’s
report.
Board evaluation
During the year, an evaluation of the
Boardand of the Nomination, Audit and
Remuneration Committees was carried out
using Thinking Board, anonline evaluation
tool provided by Independent Audit Limited
(IAL), an independent company which has
no otherlinks to Whitbread or its directors.
Each director and the General Counsel
completed a questionnaire in respect of
theBoard and the respective Committees
of which they were a member. The General
Counsel collated the responses of the
evaluation, along with benchmarking data
provided by IAL, and the Chairman received
an executive summary, highlighting the key
outcomes, as did each of the Committee
Chairs. Copies of the reports were then
presented to the Board and each
Committee for discussion.
Overall, the feedback received was very
positive and reflected a strong approach
tostrategy, effective leadership, a positive
dynamic around the Board table and a
well-chaired Board. While there was progress
made in some areas identified last year,
most notably on employee engagement,
the themes that emerged this year broadly
mirrored those of last year, especially around:
• big trends and their impact on
thebusiness;
• technology and how it is driving
ourstrategy;
• direct engagement with employees; and
• incorporating ESG considerations into
strategic decision-making.
Year 1
2021/22
External review
Year 2
2022/23
Internal review
Year 3
2023/24
Internal review
Board and Committee
reviewcycle
Year 4
2024/25
External review
Whitbread PLC Annual Report and Accounts 2023/24
S GOVERNANCE F O 113
Summary of the 2024
Boardevaluation
Overall, the results were very positive.
Asummary of the key points is as follows:
Strategy, risk, finance
Overall, the feedback was good in this area.
There was consensus that the Board has a
good understanding of the strategy and
keypriorities. The responses were positive
around goal-setting, adequately balancing
short-term performance with long-term
thinking and assessing the underlying
financial health of the organisation. There
were two areas which were identified as
areas for improvement and they were:
• impact of technology and how it is
driving the strategy; and
• consideration of big trends and their
impact on the business.
People, culture, stakeholders
The feedback was positive around effective
leadership, with consensus that more could
be done around engagement with
employees, incorporating ESG into strategic
decision-making and overseeing culture.
Employee engagement was an area that
was highlighted last year. A site visit to
Birmingham to see six Premier Inn hotels
and restaurants in November 2023 was
well-received by the Board. These visits
provided an opportunity for the Board to
directly engage with team members at each
site and offer a better understanding of
how the business operates at the ground
level. There was agreement that more
similar activities would be welcome.
Board composition, information,
development
The feedback under this section was
positive overall, especially in relation to
enabling Board members to contribute to
strategy, handling management transitions
and staying relevant and effective. All
responses indicate that these areas work well.
Feedback suggests that while the Board
has an appropriate mix of people, this
needs to be monitored going forward as the
Board composition changes. All responses
suggest the Board is receiving the support
it needs from the Company Secretary.
Meetings, dynamics, committees
The overall feedback was very good
aroundhow meetings work and the level
ofengagement in the meetings as well as
trust and openness in Board discussions.
The meetings are considered to be well-chaired,
and the level of support provided is good.
Time is being set aside in the agenda for
non-executive directors to meet without the
executive directors present further promoting
transparent communication and feedback.
External benchmarking
As the questionnaire used for the
internalevaluation reflects the wording
ofIndependent Audit’s recommended
questionnaire, this allowed us to be
benchmarked against over 180 other
companies across different industries.
Thedata showed that Whitbread’s results
are very positive across all areas compared
to the benchmarking information provided.
It also showed that the issues raised by
Whitbread’s Board were broadly similar to
the other companies who had completed
the questionnaire.
Next steps:
Below are some actions that were agreed
by the Board for the coming year:
• Planning more site visits and factoring in
time to directly engage with employees
during this time. While there were site
visits carried out during the year, there
was consensus that a more structured
Board engagement plan should be
developed.
• On the Board’s engagement with employees,
a number of different opportunities were
identified for the Board to engage with
the wider workforce, including giving the
non-executive directors the opportunity
to attend some of the listening forums
that take place through the year.
• The Company Secretary to organise
optional training sessions for the Board
on themes such as ESG reporting
requirements, technology updates,
Cyberand AI impacts and opportunities.
• The Company Secretary is already putting
together a Forward Agenda that will be
refreshed at every Board meeting and
included in Board papers. This is intended
to provide the Board with visibility of
upcoming matters and the opportunity
to provide input into the agendas. The
Forward Agenda will cover a year, will
beupdated regularly and will encompass
topics covering a range of stakeholders.
Progress against actions
from2022/23
Last year, there were a number of actions
arising from the evaluation and we have
listed below the actions and progress made
against each:
• More channels for formal and informal
engagement directly with employees:
The Board visited a number of sites in
Birmingham and the general consensus
was the Board would like more of these in
the future.
• More focus around the benefits which
technology can bring, how it could drive
strategy, what risks and opportunities
itposes:
This received special focus this year in
light of the roll out of the Opera system
across the business. A separate Board
sub-Committee was set up for Opera,
chaired by Kal Atwal, who has experience
in digital businesses.
• Management of the agendas for
eachmeeting:
The General Counsel has carried out
extensive work on this, beginning with
analysing the delegation of powers,
segregation of duties among people
andCommittees, and reviewing the
existing financial thresholds for approvals
of various matters. There is more work
planned in the following year on the
content and style of Board papers to
ensure efficiency of what is presented
tothe Board.
114
Whitbread PLC Annual Report and Accounts 2023/24
GOVERNANCE
Composition, succession and evaluation
NOMINATION COMMITTEE REPORT
Membership of the
NominationCommittee
and meeting attendance
Name of director
Meetings
attended and
eligible to attend
Adam Crozier (Chair) 3/3
David Atkins 3/3
Kal Atwal 3/3
Horst Baier 3/3
Fumbi Chima 3/3
Frank Fiskers 3/3
Richard Gillingwater 3/3
Chris Kennedy 3/3
Karen Jones
1
2/3
Shelley Roberts
2
0/0
Cilla Snowball 3/3
1
The one meeting Karen Jones was unable to
attend was due to a prior commitment before
joining the Board.
2 There were no Nomination Committee
meetingsheld during the year after
ShelleyRoberts’ appointment.
Role of the Committee
The role of the Nomination Committee is to
review the composition of the Board and
Executive Committee. The Committee is
also responsible for evaluating the directors
on an annual basis, striving for a balance of
skills, knowledge, independence, experience
and diverse representation to allow it to
operate effectively. The Committee also
carries out annual succession planning for
senior management.
Responsibilities of the Committee
The Committee has specific responsibilities
on behalf of the Board and these are
detailed below:
• to regularly review the structure, size
and composition of the Board (including
the balance of skills, independence and
diversity, including gender), and to make
recommendations to the Board;
• to consider succession planning for the
Board and senior management, oversee
the development of a diverse pipeline
forsuccession and to determine the
skills and experience required for future
Boardappointments;
• to identify and nominate, for the approval
of the Board, candidates to fill Board
vacancies as and when they arise;
• to evaluate the balance of skills, knowledge,
experience and diversity required prior
to making an appointment to the Board
and, on the basis of this evaluation, to
prepare a role description outlining the
capabilities required for a particular
appointment;
• to keep the leadership needs of the
Company under review, both for executive
and non-executive directors;
Adam Crozier
Chair, Nomination Committee
Whitbread PLC Annual Report and Accounts 2023/24
S GOVERNANCE F O 115
• to ensure that, on appointment to the
Board, non-executive directors receive a
formal letter of appointment;
• to annually review the time commitment
required from non-executive directors
and to ensure that a performance
evaluation is undertaken to determine
if non-executive directors are spending
sufficient time to fulfil their duties; and
• to review the results of the annual Board
evaluation that relate to the composition
of the Board.
Recruitment process
fornewindependent
non-executive director
The recruitment process was conducted
through an external agency with oversight
from the Nomination Committee in line with
the Committee’s plan to recruit a serving
executive with general management
experience and knowledge of the food
andbeverage industry. At the end of the
process, Shelley Roberts joined the Board
as an independent non-executive director.
Korn Ferry Board Practice, an external
search agency and signatory to the
Voluntary Code of Conduct for Executive
Search Firms, was engaged to assist with
the recruitment. Korn Ferry does not
provide any services to the Whitbread
Group other than Board-level recruitment.
Once the specifications of the proposed
director were agreed with Korn Ferry, the
candidates were interviewed by myself, as
the Chairman of the Board and other Board
members including the Chief Executive.
They also met with the Chief People Officer.
The Nomination Committee considered the
preferred list of candidates and made a
recommendation to the Board to appoint
Shelley Roberts. The Board considered
therecommendation and the appointment
wasmade.
Induction programme for
Shelley Roberts, independent
non-executive director
On appointment, all directors receive a full
and formal induction that is tailored to their
specific needs. The induction programme is
intended to provide the director with the
information required to become as effective
as possible in their new role within the
shortest practicable time. Completion of
this initial induction is estimated to take a
few months.
Shelley Roberts joined the Board in
November 2023. As part of her induction,
Shelley received copies of all governance
documents of the Company, including an
overview of the business of the Company,
including its business model, strategic aims,
priorities and performance. Shelley met
with the myself, as the Chairman of the
Board, the Chief Executive, the Chair of the
Audit Committee, the General Counsel and
a number senior executives. Shelley also
met with the Company’s corporate legal
advisers and statutory audit partner.
To gain a better understanding of the
business at ground level, Shelley visited a
number of hotels and restaurants in the UK
and Germany.
Board training during the year
Throughout the year, various members of
the Board attended training sessions across
a wide range of topics to hone their skills
and expertise and keep abreast of changing
market conditions. Key themes ofthese
sessions were:
• Diversity and inclusion
• Information security and digital
transformation
• Investors’ perspective for Board members
• Sustainability regulatory outlook
• Generative AI
Board Diversity
The Board diversity policy was updated in
March 2024 to align with the latest FCA
targets and also business best practice.
More information can be found on page 104.
Time commitment of
non-executive directors
On behalf of the Board, the Nomination
Committee has reviewed the extent of other
interests of the non-executive directors.
Asa result, the Board is satisfied that the
Chairman and each of the non-executive
directors continue to commit sufficient time
to their duties and fulfil their obligations to
the Company. No executive director has
taken on more than one other non-executive
directorship in a FTSE-100 company.
Results of Nomination
Committee evaluation
In general, the feedback on the Committee’s
activities was very positive. The results
around specifying the skills needed on the
Board, maintaining focus on the right areas
and making sound assessments were good.
All responses indicate the meetings are
well-chaired, well supported with quality
papers and there is sufficient discussion
and debate.
Adam Crozier
Chair, Nomination Committee
29 April 2024
116
Whitbread PLC Annual Report and Accounts 2023/24
GOVERNANCE
Role and responsibilities
oftheCommittee
The Board has delegated specific
responsibilities to the Committee in
accordance with the Code. The key
responsibilities of the Audit Committee areto:
• monitor and review the integrity of the
Group’s half-year and full-year financial
results, and the financial reporting
process including consideration of
these reports being fair, balanced
andunderstandable;
• monitor the statutory audit of the
parentcompany and consolidated
financial statements;
Audit, risk and internal control
AUDIT COMMITTEE REPORT
Membership of the
AuditCommittee
and meeting attendance
Name of director
Meetings
attended and
eligible to attend
Chris Kennedy (Chair) 5/5
David Atkins 5/5
Horst Baier 5/5
Fumbi Chima 5/5
Frank Fiskers 5/5
Cilla Snowball 5/5
Shelley Roberts
1
1/1
1 Shelley Roberts was appointed to the Board on
1 November 2023.
• review the Group’s internal controls and
risk management systems;
• review and monitor the independence and
effectiveness of the external auditor, in
particular, the provision of additional services;
• monitor and review the effectiveness of
the Group’s internal audit function; and
• have primary responsibility for the
recommendations to the Board in
relationto the external auditor.
To aid its review, the Committee considers
reports from the Group Financial Controller;
the Head of Internal Audit, as well as
reports from the external auditor on the
outcomes of its half-year review and annual
audit. The Committee looks for constructive
challenge from Deloitte as external auditor.
The Committee met five times in 2023/24.
Meetings were attended by members of the
Committee and, by invitation, the Chairman
of the Board, the Chief Executive, the Chief
Financial Officer, the Head of Internal Audit,
the Group Financial Controller, the General
Counsel and other relevant people from the
business whenappropriate.
The external auditor, Deloitte, is alsoinvited
to meetings except where discussion includes
matters relating to its own independence,
performance, reappointment, fees or
audittendering.
“ The Audit Committee monitors the systems of risk management
and internal control. In addition, the Committee completes an
annual review of the effectiveness of these systems, assessing
the risk management framework and policy, management’s
risk assessment and review process, and the monitoring and
reporting ofrisk.”
Chris Kennedy
Chair, Audit Committee
Whitbread PLC Annual Report and Accounts 2023/24
S GOVERNANCE F O 117
Adjusting items
The Committee challenged the
appropriateness of the presentation of
adjusting items, giving consideration to
thenature and significance of each item
classified as adjusting. The Committee
concluded that the items met the criteria
asdefined by the accounting policy and
that the policy had been applied
consistently across years.
Assets held for sale
The Committee reviewed, considered and
exercised judgement on the assumptions
used by management to assess whether
(ona site-by-site basis) the sales of those
sites being marketed as part of the Group’s
Accelerating Growth Plan will complete within
one year. The Committee has concluded that
the available information including external
market expert advice has been applied
appropriately.
Defined benefit pension
The Committee reviewed, considered and
exercised judgement on the assumptions
used to calculate the fair value of pension
scheme assets and present value of defined
benefit obligations under IAS 19, to satisfy
itself that appropriate consideration and
balance had been given to all macroeconomic
factors. The principal assumptions used and
the sensitivities around them were considered
and the consistency in approach from
2022/23 to 2023/24 was assessed.
Impairment testing – property,
plantand equipment, goodwill
andright-of-use assets
The Group’s impairment reviews require
significant judgement in estimating the
recoverable amount of its cash generating
units. At the half-year, there were no
indicators of impairment or impairment
reversals and as such, no impairment
assessment was deemed necessary.
An impairment review was undertaken at
year-end which resulted in the recognition
ofa net impairment charge of £107.5m
(impairment charge £125.1m and impairment
reversal of £17.6m), with the UK having a
net impairment charge of £77.0m in relation
to the Accelerating Growth Plan and a charge
of £32.2m being recognised in Germany.
The Committee reviewed the approach
taken to the impairment review. The
Committee challenged management’s
approach, in particular the methodology
used to estimate both value in use and fair
value less costs of disposal for site level
impairment reviews. The Committee also
challenged the inputs used in management’s
model, specifically challenging the valuations
utilised, advice provided by local market
experts and the application of growth rates.
The Committee was satisfied that the Group
has appropriately performed the impairment
reviews, accounted for the impairment and
impairment reversals identified and that the
related disclosures were appropriate.
Impact of Accelerating
GrowthPlan
The Accelerating Growth Plan isnot by
itself a significant matter, it does however
have an impact across the significant
matters of adjusting items, assets held for
sale and impairment testing for this
financial year and future financial years.
Other non-significant areas where this
change’s impact has been considered are
segmental reporting. The Audit Committee
has considered and approved the approach
taken by management across these areas.
Composition of the Committee
In accordance with the UK Corporate
Governance Code 2018, the Board has
confirmed that all members of the Committee
are independent non-executive directors
and have been appointed to the Committee
based on their individual financial and
commercial experience.
The Board has also confirmed that I, as
Chair of the Committee, have recent and
relevant financial experience through my
current appointment as Chief Financial
Officer of ITV plc and my previous
appointments as Chief Financial Officer
ofMicro Focus International plc and ARM
Holdings plc, together with my past role
asGroup Finance Director of easyJet plc.
As part of the Company’s governance
processes, an internal evaluation of the
Committee was undertaken this year.
Theresults of the evaluation were very
positive. The evaluation concluded that the
Committee is effective at managing the
reporting environment and risk processes.
The level ofexpertise on the Committee is
good, with good discussion and debate. It
wasrecognised that areas of focus for the
Committee were to continue to review the
operation of the control and risk management
framework, including the operational IT risks,
consider the process for assessing the
effectiveness of both internal and external
audit, and ensure Committee papers include
executive summaries which set out focus areas.
Significant matters in the
financial statements
The key areas of judgement and estimates
considered by the Committee, in relation to
the 2023/24 accounts and disclosed in Note
2 to the consolidated financial statements
on pages 167 and 176, were:
Fair, balanced and understandable
In order to confirm to the Board that the
Annual Report and Accounts, taken as
whole is fair, balanced and understandable,
there has been a thorough verification and
approval process using the Committee’s
knowledge of the Company, as outlined below:
• The Annual Report and Accounts is drafted
by the appropriate senior management
with overall coordination by the
Secretariat team to ensure consistency.
• Comprehensive reviews of the drafts
of the Annual Report and Accounts are
undertaken by management, members of
the Executive Committee and the Audit
Committee Chairman.
• A final draft is reviewed by the Audit
Committee prior to consideration by a
Committee of the Board.
• Formal approval of the Annual
Reportand Accounts is given by
theDisclosure Committee.
Going concern and viability
The assessment of the Group to continue as
a going concern is supported by the following:
• Cash and cash equivalents of £0.7bn at
the balance sheet date.
• The Group maintains headroom to its
current financial covenants in excess
of £2.0bn throughout the going
concernperiod.
• £1.0bn of sterling bonds maturing
outsideof the going concern period,
between October 2025 and May 2031,
with no covenants.
118
Whitbread PLC Annual Report and Accounts 2023/24
GOVERNANCE
AUDIT, RISK AND INTERNAL CONTROL CONTINUED
Going concern and viability
continued
The Committee has reviewed the Group’s
assessment of viability over a period
greater than 12 months. In assessing
viability, the Committee has considered
theGroup’s position as listed above and
thethree-year plan recently approved by
the Board. The Committee considered the
potential financial impact of the Group’s
principal risks and uncertainties, including
the impact of climate change and related
legislation on the Group’s operations as
wellas all aspects of the Group’s capital
allocation framework.
The viability statement can be found on
page72
Internal control and
riskmanagement
The Audit Committee monitors the systems
of risk management and internal control.
Inaddition, the Committee completes an
annual review of the effectiveness of these
systems, assessing the risk management
framework and policy, management’s risk
assessment and review process, and the
monitoring and reporting of risk. This review
is completed in conjunction with an internal
control effectiveness review from Internal
Audit and Group Finance, and considers all
material controls, including financial, operational
and compliance controls. Overall, the systems
and processes were considered to be robust
in the UK and maturing in our overseas
businesses. It was noted that during the
implementation of the Group’s new
reservation and customer management
system (Opera) some processes have been
impacted, requiring additional manual
oversight with increased focus given to the
workarounds ensuring the controls remain
effective.
During the year, the Committee dedicated
time to the following matters:
• UK corporate reforms, the FRC issued
a consultation on changes to corporate
governance and issued a new minimum
standard for audit committees;
• TCFD progress on risks and
opportunitiesassessment;
• tax strategy which was published in
December 2023;
• a full review of the Fraud Framework,
performed by third party Grant Thornton,
including suggested actions to further
strengthen the business against fraud;
• overview of internal audit, risk and
assurance progress for the German
business; and
• information security supplier assurance
capability and what lessons can be learned
from other businesses’ cyber-attacks
whilst highlighting the national cyber
security centre’s toolkit for boards.
The Board (rather than Audit Committee)
carries out a robust assessment of the
principal and emerging risks facing the
Company, considering risk appetite; each
risk was assessed and the level of assurance
required was determined.
Further details of the principal risks identified
and agreed by the Company can be found on
pages 66 to 71
Internal Audit
The Internal Audit function provides
independent assurance through reviewing
the risk management processes and internal
controls established by management.
The Audit Committee discusses and
approves the internal audit annual plan,
which aims to provide objective and
insightful assurance that appropriate
controls are in place to support our strategy
and growth ambitions. The Head of Internal
Audit provides regular updates on progress
against the plan, key findings, as well as
progress of audit action completion, at
eachmeeting. To help the Committee gain
assurance that the Internal Audit function
isindependent, the Committee meets with
the Head of Internal Audit at least once a
year without the presence of management.
Over the last 12 months, the business audits
primarily focused on key financial processes
as well as commercial and operational areas.
Following the high-level, discovery-focused
reviews in Germany in 2022/23, a number
offull internal audits were completed,
focusing on operational areas of the business.
Group-wide audits were delivered across the
technology functions focusing on cyber risk
and transition of programme activities into
IT services, as well as a series of programme
assurance reviews which havebeen conducted
across our three technology-led programmes,
being the replacement of our hotel management
system, HR & payroll system and upgrading
the strategic network.
Following the completion of an independent
external quality assessment (EQA) in
January 2022, all actions have been
successfully implemented and embedded
with output from KPI metrics now being
used to drive continuous improvement.
A rolling 24-month audit plan is created
each year, with the first 12 months of activity
agreed by the Committee in March 2024.
Creating the 24-month audit plan provides
greater flexibility and agility for internal
audit to respond and re-prioritise audits as
business priorities change. The internal audit
plan is developed on the following basis:
• It is risk based, aligned to Whitbread’s
principal risks, and determined by
the Audit Universe, which sets out
all auditable areas of the business
and assigns each area a risk level and
recommended audit frequency.
• It considers areas of major change within
the business, recurring themes from
previous audit results and the views of
management and external risk trends.
• Follow-up audits are also planned in
areas where past audits highlighted
significant risks to ensure remedial
actions have been implemented and are
working effectively to reduce Whitbread’s
riskexposure.
Whitbread PLC Annual Report and Accounts 2023/24
S GOVERNANCE F O 119
External auditor
On behalf of the Board, the Committee
oversees the relationship with the external
auditor. Deloitte was appointed as the
auditor of the Company in 2015 following a
formal tender process, and reappointed at
the 2023 annual general meeting. The current
lead audit partner is Kate Houldsworth, who
was appointed in 2020.
The Committee confirms that the Company
has complied with regard to the requirement
of the provisions of the Statutory Audit
Services for Large Companies Market
Investigation (Mandatory Use of Competitive
Tender Processes and Audit Committee
Responsibilities) Order 2014.
2023/24 tender process
As Deloitte was first appointed by
shareholders as the Group’s statutory
auditor for the 2015/16 financial year, the
Group is required to undertake an external
auditor competitive tender process ready
for the 2025/26 financial year.
Tender Process Timeline
July
2023
Sept
2023
Oct
2023
Nov
2023
Dec
2023
Jan
2024
• Proposed tender process and scoring matrix presented
totheAuditCommittee
• Engagement with shareholders on the tender process
• Requests for Proposal (RFP) sent to selection of Tier 1 and Tier 2
audit firms
• Meetings held between audit firms and the Audit Committee Chair,
Executive Committee members and wider management
• Tender proposal documents received from audit firms
• Presentations are completed to the Audit Committee’s appointed
tender sub-Committee
• Audit firms scored based on matrix with results collated for
sub-Committee
• Audit Committee approves the recommendation from the
sub-Committee and in turn prepares its recommendation to the Board
• Full Board approve recommendation from the Audit Committee
• Proposals returned by audit firms, commencing a competitive tender
• Tender process update presented to the Audit Committee
• Tender sub-Committee appointed
• Audit firms granted access to data room
A tender sub-Committee was appointed that
included the Audit Committee Chair, one
further Audit Committee member, the Chief
Financial Officer and Group Financial
Controller, to create a balance between
executive directors/management and
non-executive directors.
The key criteria used to assess the audit firms
that participated in the tender process were:
• Suitably experienced lead partner
• Depth of understanding of the Group’s
business including the property sector
• Demonstration of a challenging and
sceptical mindset
• Clarity in approach to transition
• Market presence in both Germany and UK
• Independence requirements expected
tobe met
• Approach to ESG
• Technology-focused audit
• Required specialisms available to audit team
• Evidence of audit quality - FRC Audit
Quality Review (AQR) reports on
auditfirms
• Details of audit approach on focus areas
A timeline of key events from the tender
process can be seen in the graphic on
theright.
After a robust tender process with strong
representation from the involved audit firms,
Deloitte were successful in the tender process,
allowing for their future recommendation
by the Audit Committee, subject to
shareholder approval, for a further maximum
of ten years, up to the 2035/36 financial year.
120
Whitbread PLC Annual Report and Accounts 2023/24
GOVERNANCE
AUDIT, RISK AND INTERNAL CONTROL CONTINUED
Audit effectiveness
The effectiveness of the external audit process
is dependent on appropriate audit risk
identification at the start of the audit cycle.
Wereceive a detailed audit plan from Deloitte,
identifying its assessment of these key risks.
These risks were reviewed and they, together
with the work done by the auditor, were
used to challenge management’s assumptions
and estimates around these areas, as well as
other areas reported upon. The effectiveness
of the audit process was assessed in addressing
these matters through the reporting we
received from Deloitte at both the half year
and year-end. In addition, feedback was
sought from the Committee, the Board and
management onthe effectiveness of the
audit process and targeted and tailored
questionnaires were completed.
An assessment of the effectiveness of
Deloitte in respect of the previous financial
year was undertaken in July 2023. Overall,
the audit was effective and executed to a
high standard with relevant and robust
challenge together with partnering on
significant judgemental areas and best
practice governance. However, it was noted
that there was still room for improvement in
respect of enhancing systems audit reliance
and aligning component audit work with
the Group audit.
As part of our review process for the
financial year, the Committee will be
assessing the work of the year-end audit
after it is finalised, incorporating an external
audit effectiveness review for this financial
year which will be completed and reported
to the Audit Committee.
Audit quality
The Committee monitors engagements
with external stakeholders relevant to
the Committee’s areas of oversight,
including the FRC. During the year the
FRC’s Audit Quality Review (AQR)
team reviewed Deloitte’s audit of the
Group’s 2022/23 financial statements
as part of its annual inspection of
audit firms. The Committee has received
and reviewed the summarised output
from the AQR team which identified
no key findings and one area for
improvement of limited significance.
Auditor independence
To safeguard the objectivity and
independence of the external auditor, the
Committee’s terms of reference set out the
policy in respect of provision of services by
the external auditor. The Committee regularly
reviews this policy for necessary changes in
response to changes in related standards
and regulatory requirements. This policy
was updated in March 2020 to incorporate
the Revised Ethical Standards issued by the
FRC in December 2019.
The policy defines permitted services that
can be provided by the auditor, because of
the knowledge and experience of the external
auditor and/or for reasons of confidentiality,
meaning it can be more efficient or prudent
to engage the external auditor rather than
another party. This is particularly the case
with audit-related assurance services that
are closely connected to the audit function
where the external auditor has the benefit
of knowledge gained from work already
performed as part of the audit.
For certain specified audit and audit-related
services, the Group can employ the external
auditor without reference to the Audit
Committee, subject to a specified fee limit
of up to £250,000. For the services permitted
in certain circumstances, agreement must
be sought from me, as Chair of the Committee,
where fees are less than the limit specified,
or with full Audit Committee approval
where fees are anticipated to be greater
than £250,000. A tender process would be
held where appropriate.
Total non-audit fees amounted to £0.1m
consisting of the interim review assurance.
Although this is considered to be a non-audit
service, the objectives of the review are
aligned with the audit.
Chris Kennedy
Chair, Audit Committee
29 April 2024
Statutory auditor’s fees
£1.4m
£1.2m
£1.0m
£0.8m
£0.6m
£0.4m
£0.2m
£0
2021/22 2022/23
2023/24
1.0
0.1
0.6
1.2
0.1
0.6
1.3
0.1
0.6
Statutory audit
– Group and Company
Statutory audit
– subsidiaries
Audit-related
assurance
Other non-audit fees
0.0 0.0
0.0
Whitbread PLC Annual Report and Accounts 2023/24
S GOVERNANCE F O 121
Main activities post
financial year
March 2024
• Review of year-end financial
statements and report template
– including accounting judgements
and estimates methodology,
approval of going concern
assessment on behalf of the Board
• External audit – audit update
report, AQR output review, approval
of remuneration, non-audit fees and
UK Corporate Code update
• Internal audit – approval of plan and
update on recent internal audits
• Risk and controls – approval of risk
management policy and management
framework, update on financial
control framework and cyber risks
• Audit Committee evaluation
• Compliance report (including
subsidiary audit status) and TCFD
April 2024
• 2023/2024 Annual Report and
Accounts including strategic report,
governance and consolidated accounts
• Approval of the impact of updated
judgements and estimates
• External audit – year-end audit
report and non-audit fees
• Internal audit – internal audit report
and terms of reference
• Risk and controls – review of
statements on risk management
and tax controls and litigation report
• Compliance report – whistleblowing
and TCFD update
Main activities during theyear
In 2023/24, the Audit Committee’s work covered internal controls, risk management, internal audit, external audit
andfinancial reporting. The details of the matters discussed at
Committee meetings are shown below.
March 2023
• Review of year-end financial
statements and report
template – including
accounting judgements
andestimates methodology,
approval of going concern
assessment on behalf of
theBoard
• External audit approval
ofremuneration, terms of
engagement, non-audit
feesand controls update
• Approval of internal audit plan
• Risk and controls – review of
risk management process,
approval of policy, update
on financial control
framework, Speaking Out
reports and litigation review
• Audit Committee evaluation
• Green Bond allocation report
• Audit Committee
rollingagendas and
termsofreference
April 2023
• 2022/2023 Annual Report
and Accounts including
strategic report, governance
and consolidated accounts
• Approval of the impact of
updated judgements and
estimates
• External audit – year-end audit
report and non-audit fees
• Internal audit – internal audit
report and terms of reference
• Risk and controls – review
ofstatements on risk
management and controls,
financial control framework,
fraud risks and litigation report
• Compliance report
(including subsidiary audit
status) – Whistleblowing
update, TCFD and Net Zero
Transition Plan
July 2023
• Risk and controls –
information security
strategy and assessment
ofaudit process
• Compliance – treasury
policyapproval, update
onfinancial control
framework and fraud
risksand TCFD review
• Internal audit – internal audit
report and update on
Germany internal audit
andrisk and assurance
• Progress update on audit
plan, update on EQA action
plan and Committee
effectiveness review
• External audit – auditor
effectiveness review
• Financial statements -
UKtax strategy and
projectdiscussions
October 2023
• Review of 2023/24 Interim
Results – including
management papers in
relation to judgements and
estimates, impairment and
going concern
• External audit – half-year
report, interim letter of
representation and
preliminary audit plan
• Risk and controls – Financial
Controls update
• Internal audit – interim
update including retail audit
• Compliance – litigation
review, compliance report,
whistleblowing, audit tender
and TCFD update
January 2024
• Approval of Group
audittender results, for
recommendation to the Board
122
Whitbread PLC Annual Report and Accounts 2023/24
GOVERNANCE
REMUNERATION COMMITTEE REPORT
On behalf of the
Remuneration Committee,
I am pleased to present
our remuneration report
for 2023/24. The report
sets out the key decisions
of the Committee during
the financial year and how
the remuneration policy
was implemented.
Our challenge to management this year was
to build on the exceptional performance
delivered in the prior year and to drive
Whitbread to even higher levels of achievement
on behalf of our stakeholders. As shown
below and elsewhere in this report, the
Committee is confident that the business
has fully delivered on this challenging brief,
which is reflected both in the incentive
outcomes for management and in a special
payment to our UK hourly‑paid team members.
The Committee appreciated the high level
of shareholder support for the 2022/23
remuneration report. This year we have
enhanced the format of the report to
provide even greater clarity on how the
implementation of our Policy is aligned to
both our strategy and stakeholder outcomes,
which we hope readers will find beneficial.
Membership of the
Remuneration Committee
andmeeting attendance
Name of director
Meetings
attended and
eligible to attend
Frank Fiskers (Chair) 4/4
David Atkins 4/4
Kal Atwal 4/4
Adam Crozier 4/4
Richard Gillingwater 4/4
Karen Jones
1
3/4
1 The one meeting Karen Jones was unable to
attend was due to a prior commitment before
joining the Board.
Remuneration
“ By outperforming the market once again, the business has
delivered another year of outstanding performance, financially
and for all itsstakeholders.”
Frank Fiskers
Chair, Remuneration Committee
Whitbread PLC Annual Report and Accounts 2023/24
S GOVERNANCE F O 123
Business performance
The business has delivered another year of strong financial results through the successful
execution of our three‑pillar strategy with our highest ever profit of £561m and a further
year of market outperformance. Some of the key performance highlights under each
strategic pillar are set out below.
• Total Premier Inn accommodation sales 12% ahead
of 2022/23
• Continued outperformance versus the M&E market
• RevPAR up 10% versus 2022/23 representing a
premium of £5.95 versus the M&E market
• UK adjusted pre‑tax margins increased to 21.2%
• Increased guest/customer satisfaction scores in
both hotels and restaurants
1. Grow and innovate
inthe UK
• Total sales up 62%
• Cohort of 17 more established hotels performed
ahead of the M&E market
• Opened a further 1,464 rooms extending the
network to 10,506 rooms (59 hotels)
• Increased guest satisfaction scores
2. Focus on our
strengths to
growinGermany
• Strong balance sheet:
• lease adjusted leverage of 2.9x
• net debt £298m
• Efficiency savings of £50m
• Roll‑out of new reservation system
3. Enhance our
capabilities to
supportlong-term
growth
2023/24 annual incentives
The 2023/24 Annual Incentive Scheme
(AIS) was based on a combination of profit,
efficiency savings, strategic objectives and
ESG targets.
The strong business performance is reflected
in strong incentive outcomes, with the financial
elements delivering above their respective
stretch targets, and personal and ESG element
s
between target and stretch. Payouts under
the AIS for 2023/24 on a formulaic basis are
94.96% of maximum for Dominic Paul and
95.92% for Hemant Patel.
As ever, the Committee was keen to ensure
these outcomes were reasonable in the
context of the manner in which the business
has delivered for all of its stakeholders and
on page 125 we have set out full details of
why we consider the incentive outcomes
are fully aligned to the experience of our
stakeholders. Having confirmed the AIS
outcomes fully reflect both the performance
of the business and the stakeholder experience,
no discretion has been applied and the
Committee is satisfied that the policy has
operated as intended.
2021 Restricted Share Plan award
The two underpins for the 2021 RSP were
athree‑year cumulative cost efficiency
measure, and a balanced overall assessment
of performance and delivery against strategic
priorities. These underpins were chosen to
reflect critical indicators of Whitbread’s
recovery through the pandemic. Shareholders
were consulted at the time and those that
responded were supportive of the action taken.
The cumulative cost efficiency underpin has
been fully met, with £132m of cost savings
delivered across the three‑year period to
the end of 2023/24.
For the second underpin, the Committee
assessed the performance of the business
against key financial metrics and strategic
priorities over the three‑year performance
period. Further details of the assessment
are set out on page 132. The purpose of the
underpin was to guard against vesting in
the case of management failure or
significant underperformance; we judged
that, to the contrary, the business has
performed exceptionally well over the
period. This award applies to Hemant Patel,
however it does not apply to Dominic Paul
who joined the business after the award
was made.
Reward and recognition across
Whitbread and beyond
As the largest hospitality employer in the
UK, investing in the pay of our hourly paid
team members is very important, especially
in light of the continued pressures on the
cost of living. During 2023/24, the Committee
was pleased to note the continued significant
investment in the pay for hourly paid team
members. We also welcomed the £5m
investment in a special one‑off payment in
April 2024 as a thank you for their ongoing
commitment and contribution to
Whitbread’s strong performance.
We have also made further progress in listening
to our workforce on reward matters, including
discussions around executive pay. As part
of the Our Voice forum held in June 2023,
the Our Voice representatives were invited
to discuss executive reward, including the
purpose of the Remuneration Committee,
the requirements for transparency and the
long‑term focus of incentives.
124
Whitbread PLC Annual Report and Accounts 2023/24
GOVERNANCE
Implementation for 2024/25
Both Dominic Paul and Hemant Patel will
receive salary increases of 4% effective
from 1 May 2024. These increases are below
the increases that have been implemented
for both our hourly paid team members and
our salaried employees in the UK.
In respect of the AIS, we intend to retain
the same framework, with a 70% allocation
for financial metrics, split between 50%
profit, and 20% efficiency. The remaining
30% will continue to be split between
strategic objectives and ESG.
2024 RSP awards will be made at 125% for
Dominic Paul and 110% for Hemant Patel. As
for the 2023 RSP, the underpins are leverage
and returns based. The Committee considers
these underpins to continue to be the most
appropriate to protect shareholders against
any payments for potential failure. More
details on the underpins are provided on
page 140.
Looking forwards
Our Policy is due for renewal at the 2025
AGM. We look forward to engaging with our
shareholders over the course of next year to
ensure that our Policy continues to align
executive pay and incentives to both our
evolving strategic priorities, as well as
reflecting the interests of our stakeholders.
After another year of exceptional performance,
we look forward with confidence to the growth
opportunities for the business in both
2024/25 and the long term. The Committee
will continue to ensure that management
remains suitably challenged and incentivised
to deliver our strategic priorities at pace.
I hope to meet some of you at our AGM in
June, where I will be happy to answer any
questions you might have.
Frank Fiskers
Chair, Remuneration Committee
29 April 2024
REMUNERATION CONTINUED
“ The Committee was pleased that the business continued
to make a significant investment in the pay for hourly
paid Team Members.”
Premier Inn Manchester City (Piccadilly)
Whitbread PLC Annual Report and Accounts 2023/24
S GOVERNANCE F O 125
STAKEHOLDER EXPERIENCE IN 2023/24
Employees
• An increase in our UK lowest
entry pay rates of 5.2% in
April 2023 and 9.2% in April
2024, continuing to be above
the National Living Wage
• A mid‑year investment
in Central London team
member pay rates, making
them upper quartile
• A special one‑off payment
in April 2024 to UK hourly
paid team members and
Guest Support teams
as a thank you for their
ongoing commitment and
contribution to Whitbread’s
strong performance
• A special annual payment to
hourly paid team members
inGermany
• Investment in developing
careers, through external
leadership programmes
for senior leaders and
Operational leaders (with
551 Hotel Managers and
Restaurant General managers
completing the programme)
• All senior leaders completed
annual D&I training and we
had external recognition for
our D&I programme including
an Exemplary Award and
Top 25 status in Investing
in Ethnicity matrix, and a
move to Disability Confident
‘Employer’ status this year
• We have over 1,600 team
members on apprenticeship
programmes and an
increasing number in our
Support Centres, enabling
our people to increase
their technical knowledge
and gain a qualification to
recognise their skills
• Continued investment
in wellbeing through
mental health first aiders
and champions, financial
education and financial
assistance through grants
via Hospitality Action
Customers
• Customer satisfaction scores
in Premier Inn up a further
1.1%pts year‑on‑year in the UK
and up 0.1%pts in Germany
• Branded restaurant customer
satisfaction scores have
increased year‑on‑year
by3.6%pts
• Continued our bed
replacement programme,
replacing over 58,000 beds
across the estate to further
reinforce quality of sleep
forcustomers
• Refurbished a further 4,470
rooms to ensure a consistent,
quality experience to customers
• Introduced early check‑in
andlate check‑out options for
our guests
• Developed a further 918
Premier Plus rooms across 42
hotels to provide an upgrade
option for customers, including
316 Premier Plus rooms in
Germany across 11 hotels
• Opened and converted 22
new hotels and one new
restaurant to provide a great‑
value accommodation and
eating out option in even
more locations for customers,
including 11 new and
converted hotels inGermany
• Expanded payment options
for German guests with the
launch of PayPal
• Launched My Premier Inn,
our account offering, to
German guests, improving
their booking and booking
management experience
• Improved customer service for
our German customers through
digital chat function on our
Business Booker website
• Continued the check‑out of
our new ‘Social’ restaurant
platform, introducing two
brand new sites, giving our
hotel guests a fantastic
F&Bexperience
Investors
• PBT of £561m
• Resumed dividend
payments and interim paid
• Share price growth of 14.3%
and TSR of 17.3%
• £300m share buy‑back
completed in H1 with
further£300m completed
inMarch 2024
• A further year of market
outperformance in the
UK, with Premier Inn total
accommodation sales 3.1pp
ahead of the midscale and
economy market (excl
PremierInn)
• Expansion continuing
at pace in Germany,
establishing a broad national
network with 59 open hotels
(10,506 rooms) and 34 in the
pipeline (6,286 rooms)
• Significant interaction
through Chairman, Chief
Executive, CFO, GC and IR
team over the year
Communities
• Raised £2.4m for Great
Ormond Street Hospital
Children’s Charity (GOSH
Charity), resulting in a total of
over £24.4m since the start of
our 12‑year partnership
• This included ‘A Million
Minutes’, an opportunity
for team members to make
personal pledges to improve
their health and wellbeing.
922 team members took part
in individual challenges or
team activities equating to
a million minutes benefiting
their wellness as well as raising
£100,000 for GOSH Charity
• Raised €0.9m for our German
charity partner Children for a
better World e.V. (CHILDREN),
a national charity fighting
childpoverty
• We have continued our
partnership with Project Art
Works, a Sussex‑based charity,
providing art as a form of
therapy for those living in
the community with complex
needs. Project Art Works
artworks are now displayed
in every Premier Plus room
across the UK and Germany
with artwork in display in over
5,400 rooms
• 1,384 hours donated to a
variety of local community
projects through our New Site
Opening volunteering initiative
• We have committed to
donating up to 2,000 beds
through our partnership with
Hope and Aid to support
humanitarian causes, this is
on top of c50,000 duvets and
pillow sets already donated
Environment
• First Double Materiality
assessment is being worked
through which will take into
account not just how ESG
issues impact our financial
position or operating
performance but also the
impact that we can have on
the environment and society
• Scope 1, 2 and 3 targets
accredited by SBTi (both
long and short term). This
commits us to reduce Scope 1
and 2 emissions by 99.6% by
2040 and to reduce Scope 3
emissions by 90% by 2050
• Scope 1 and 2 carbon intensity
reduction at 54.9% vs 2016/17
base year
• 14 hotels open to BREEAM
excellent or higher standards
• First net zero hotel designed
and built in Swindon, receiving
the edie ‘Built Environment
Project of the Year Award’.
This will form the blueprint for
our new builds from2027
• This year we have completed
retrofits to operational net
zero at six hotels, we will use
the learnings to inform our
continued roll‑out over the
coming years
• 3.6% reduction in water use
per person, meaning we are
on track to reach our target of
a 20% reduction per person
by 2030
• We continue to source
our critical commodities
responsibly, with 100% of
whole beef farm assured,
100% of whole fish MSC
certified and 100% of our
whole shell eggs are cage free
as well as targets on cotton
and palm oil
• AA rating with MSCI and B in
CDP Climate and Water retained
• Completed the full allocation
of our £550 million Green
Bond on ‘green projects’
Suppliers
• Introduced option for
discounted early payment
to support supplier cashflow
management
• Continued the committed
buy process, giving additional
contractual security on high
value food products
• Continued additional due
diligence on human rights
REMUNERATION AT A GLANCE
126
Whitbread PLC Annual Report and Accounts 2023/24
GOVERNANCE
Business performance
Total Shareholder Return (TSR)
FTSE 100 Whitbread
Source: Datastream from Refinitiv.
The chart looks at the value over ten years of £100 invested in Whitbread PLC on
27February 2014 compared, on a consistent basis, with that of £100 invested in the FTSE
100 index based on 30 trading day average values. The FTSE 100 has beenselected by
theCommittee as an appropriate comparator group due to Whitbread’s position within
theFTSE.
The ten years demonstrates the material impact of the COVID‑19 pandemic. As we operate
in the sector which felt the greatest impact of the pandemic, this caused a material fall in
TSR vs the FTSE100. However, our recovery over the last three years, outperforming the
travel and leisure sector, has delivered strong shareholder value.
Incentive outcomes in 2023/24
2023/24 Annual Incentive Scheme outcomes
Outcome
(% of maximum)
Measure
Weighting
(% of max) Threshold Target Max
Dominic
Paul
Hemant
Patel
Profit
performance
50% Actual: £561m 100.0% 100.0%
£415.8m
(10%
payout)
£462.0m
(60%
payout)
£508.2m
(100%
payout)
Efficiency
savings
20% Actual: £50m 100.0% 100.0%
£35.0m
(10%
payout)
£40.0m
(60%
payout)
£46.0m
(100%
payout)
Strategic
objectives
20% Details of performance are set out
on pages 130 and 131
84.8% 89.6%
ESG measures
10% Details of performance are set out
on page 132
80.0% 80.0%
Total outcome (% of maximum)
94.96% 95.92%
Actual annual incentive
£1,453k £865k
Value of which deferred into shares (50% of total)
£727k £433k
2021 RSP underpin assessment
Underpin Assessment
Vesting level
(% of maximum)
Cumulative cost efficiency of £60m over the
three-year period to the end of 2023/24
Met: £132m
delivered
100%
Balanced assessment of underlying performance
and delivery against its strategic priorities
over the performance period
Met: full
assessment set
out on page 132
The incumbent Chief Executive did not participate in the 2021 RSP.
180
160
140
120
100
80
60
40
20
0
27 Feb
2014
28 Feb
2015
03 Mar
2016
02 Mar
2017
01 Mar
2018
28 Feb
2019
27 Feb
2020
25 Feb
2021
03 Mar
2022
02 Mar
2023
29 Feb
2024
Total Shareholder Return (rebased)
Whitbread PLC Annual Report and Accounts 2023/24
S GOVERNANCE F O 127
2023/24 single total figure of remuneration
The diagram below provides a summary total single figure of remuneration for 2023/24.
Further details are set out on page 129 in the Annual Report on Remuneration.
Dominic Paul
Chief Executive
Hemant Patel
Chief Financial Officer
Base salary
Benefits
Annual incentive scheme
Restricted share plan
Pension
Base salary
Benefits
Annual incentive scheme
Restricted share plan
Pension
36.5%
0.9%
58.9%
0.0%
3.7%
32.7%
1.4%
53.6%
9.0%
3.3%
£2.47m £1.61m
The table below sets out the assumptions used in the above scenario charts:
Below threshold On target Maximum
• Base salary, benefits and
pension only
• Salary reflects what will
be paid in 2024/25 (i.e
pro‑rated to reflect the
increase from 1 May 2024)
• Benefits are included at
the value in the 2023/24
single figure table
• Fixed pay elements
plustarget annual
incentiveand RSP
• On‑target incentive
included at 57% of the
maximum award (170%
salary)
• On‑target RSP is 125%
of salary for the Chief
Executive and 110% of
salary for the CFO
• Fixed pay elements
plus maximum annual
incentive award and RSP,
with values as set out to
the left
• An additional scenario
sets out the value of
the RSP assuming a
50% increase in share
price between grant
andvesting
Illustration of application ofremunerationpolicy
The graphs below show how the Policy will be applied in 2024/25, with details of expected
remuneration levels for each director for below threshold performance, for on‑target
performance and for maximum performance.
Executive directors – potential value of 2024/25 package
Dominic Paul
Hemant Patel
On target
On target
Maximum
Maximum
Maximum, with
50% share
pricegrowth
Maximum, with
50% share
pricegrowth
31%
33%
27%
23%
25%
22%
15%
15%
21%
22%
18%
19%
15%
15%
21%
22%
18%
19%
37%
33%
30%
27%
39%
36%
£3,121,984
£1,743,006
£3,761,200
£2,146,275
£4,323,700
£2,438,023
Base salary and benefits  Pension  Cash incentive  Deferred shares  RSP
Below threshold
Below threshold
91%
91%
£1,045,000
£624,945
9%
9%
3%
3%
3%
2%
2%
2%
128
Whitbread PLC Annual Report and Accounts 2023/24
GOVERNANCE
DIRECTORS’ REMUNERATION POLICY
Summary of our remuneration policy and implementation for 2024/25
The Company’s directors’ remuneration policy (the ‘Policy’) was approved by shareholders at the annual general meeting on 15 June 2022. A summary of the Policy and how we intend
toimplement it for 2024/25 is set out below. The full Policy can be found at whitbread.co.uk/governance.
Key elements 24/25 25/26 26/27 27/2 8 28/29 Overview of remuneration policy Implementation for 2024/25
Base salary,
pension
andbenefits
Salary Salaries are reviewed annually. CEO: £936,000 (4% increase).
CFO: £551,668 (4% increase).
Benefits Car or car allowance and healthcare or personal insurance.
Additional benefits may be provided in exceptional
circumstances (e.g. relocation).
In line with Policy.
Pension Maximum of 10% of salary. CEO: 10% of salary.
CFO: 10% of salary.
Annual incentive
scheme
Maximum
opportunity
Up to 200% of base salary.
Any increase beyond 170% of salary will only be applied in
exceptional circumstances.
CEO: 170% of salary.
CFO: 170% of salary.
Operation
andmetrics
Up to 50% of maximum paid in cash and the remainder is paid
indeferred share awards.
Deferred share awards normally vest after three years, subject
tocontinued employment.
Malus and clawback provisions apply.
Profit: 50%.
Accelerated Efficiency: 20%.
Strategic Objectives: 20%.
ESG: 10%.
Restricted share
plan
Maximum
opportunity
CEO: 125% of salary.
CFO: 110% of salary.
CEO: 125% of salary.
CFO: 110% of salary.
Operation
andmetrics
Three‑year vesting period.
Subject to two or more performance underpins and
continuedemployment.
Additional two‑year holding period.
Malus and clawback provisions apply.
Average lease‑adjusted net debt to
EBITDAR leverage ratio being less
than 4.5x.
Average ROCE for the UK business
to be 9% or higher.
Shareholding
requirement
Shareholding
requirements
CEO: 300% of salary.
CFO: 200% of salary.
Actual shareholding as at
29February 2024:
Dominic Paul 355%.
Hemant Patel: 163%.
Post-employment
shareholding
requirements
First‑year post‑cessation of employment: 100% of the normal shareholding requirement.
Second year: 50% of the normal shareholding requirement.
Third year: 25% of the normal shareholding requirement.
Malus and
clawback
Circumstances i) Material misstatement of results.
ii) Misconduct.
iii) Material loss as a result of participant actions or behaviour.
iv) Material reputational damage.
v) An error in assessing the performance conditions or underpin.
vi) Insolvency or corporate failure.
Whitbread PLC Annual Report and Accounts 2023/24
S GOVERNANCE F O 129
Single total figure of remuneration – executive directors (audited information)
Base salary Benefits Pension Fixed pay
Annual Incentive
Scheme
Long‑term
incentive Variable pay Total
Director
23/24
£’000
22/23
£’000
23/24
£’000
22/23
£’000
23/24
£’000
22/23
£’000
23/24
£’000
22/23
£’000
23/24
£’000
22/23
£’000
23/24
£’000
22/23
£’000
23/24
£’000
22/23
£’000
23/24
£’000
22/23
£’000
Dominic Paul 900 108 22 3 90 7 1,012 118 1,453 179 — 2,119 1,453 2,298 2,465 2,416
Hemant Patel 528 488 22 20 53 49 603 557 865 783 146 — 1,011 783 1,614 1,340
Base salary
Annual salary increases across the Group are usually effective from 1 May each year. The base salary numbers shown in the table therefore include two months’ pay based on the director’s
salary from 1 May 2022 and ten months’ pay based on the director’s salary from 1 May 2023.
Benefits
The benefits received by each executive director include family private healthcare and a cash allowance in lieu of a company car.
Pension
The executive directors receive a monthly amount in cash in lieu of pension contributions. This is at the rate of 10% of base salary and is aligned with the rate available to the majority of
the wider workforce. No executive director participates in a Group defined benefit or final salary pension scheme.
2023/24 Annual Incentive Scheme
The incentive for 2023/24 was assessed against a combination of profit, efficiency savings, strategic objectives and ESG metrics.
As stated in the Committee Chair’s letter on page 123, the Committee believe the formulaic outcome was appropriate and consistent with the wider stakeholder experience and as such
no discretion was exercised. As such the outcome of the Annual Incentive Scheme is as follows:
Director
Profit outcome
(% maximum)
Efficiency target
outcome (% maximum)
Strategic
objectives outcome
(% maximum)
ESG
measures outcome
(% maximum) Total % of maximum Total % of salary
Total
£’000
Weighting 50% 20% 20% 10%
Dominic Paul 100% 100% 84.8% 80% 94.96% 161.43% 1,453
Hemant Patel 100% 100% 89.6% 80% 95.92% 163.06% 865
Half of these awards will be paid in cash in May 2024, with the remaining half being settled in deferred shares, which are expected to vest in 2027.
Details on the financial measures outturns (70% of total award) and the overall outcomes are provided in the At a Glance section on page 126.
ANNUAL REPORT ON REMUNERATION
130
Whitbread PLC Annual Report and Accounts 2023/24
GOVERNANCE
Single total figure of remuneration – executive directors (audited information) continued
2023/24 Annual Incentive Scheme continued
Awards based on strategic objectives (20%oftotalaward)
Dominic Paul and Hemant Patel each had a number of business objectives and 20% of the maximum incentive opportunity was linked to performance against these objectives.
Asummary of each of the executive directors’ objectives, together with the incentive outcomes, is shown in the tables below.
Chief Executive, Dominic Paul
Measure Actual outcome vs Targets Rating
Objective 1: Grow and innovate in the UK – 6.40% out of 7%
Deliver the UK growth plan
• 2,253 new rooms opened in UK&I (vs stretch: 2,000) and added 1,957 rooms to committed pipeline (vs stretch: 1,250) Delivered UK revenue
growth of 10% (vs stretch: 8.5%).
Review strategic F&B options, develop
implementation plan and execute agreed
in-year activity
• Whole joint site portfolio reviewed with value optimising solution selected for each. Identified sites for disposal and extension
opportunities, with 112 sites progressed for extension likely to result in 3,500 additional rooms. Re‑started hotel extension programme with
initial 400 bedrooms evaluated. All on track to deliver targets, programme and budget.
Develop commercial and marketing
programme of work to leverage Opera
capability for 2024/25
• Clear plan of activity developed to drive commercial growth and leverage Opera in 2024/25. Developed programme with estimated
annualised profit benefit in excess of £15m for 2024/25 (stretch: £15m of benefits).
Achieve customer/guest
satisfactiontargets
• Achieved Premier Inn guest satisfaction of 53.5% (outcome between target and stretch of 52.4%/54.4%).
• Achieved restaurants customer satisfaction of 54.9% (vs stretch target: 54.6%).
Objective 2: Focus on our strengths to grow in Germany – 3.66% out of 6%
Deliver network growth plan including
organic pipeline additions in Germany
• 1,923 new and converted rooms (11 hotels) opened in Germany (outcome between target and stretch of 1,850/2,000).
• Added 1,311 rooms (8 hotels) to committed pipeline (vs stretch: 700).
Successfully define and launch the PI
brand and proposition in Germany –
andagree the distribution strategy
• Optimal end‑state distribution strategy determined with a more diverse channel mix including indirect channels. German team now
responsible for brand campaign and developing the headline brand claim with new marketing campaign to launch in H1 2024/25.
Booking.com trial positive and fully rolled out.
Deliver budgeted progress against the
target returns and profitability plan
• Full‑year loss of £(36)m (outcome between threshold and target of £(40)m and £(35)m respectively).
Objective 3: Enhance our capabilities to support long-term growth – 6.90% out of 7%
Opera delivery on time and on budget
• Training completed for all c13,000 Opera‑facing employees and 98% of sites in the UK and Germany live (vs 95% target). All sites stable
and have no outstanding critical performance fixes. Critical issues have all been resolved within 7 days. Converted sites performed in line
with previous levels of revenue, and programme cost within budget envelope.
Networks & People system projects
tracking to agreed timetable and
onbudget
• Networks: 14 pilot sites live at half year (on target), with 60 sites deployed by end of 2023/24 (vs target: 40 sites).
• People System: 90% design completion. Build and test 90% and 60% complete respectively. Cutover preparation and business readiness
on‑track in both UK and Germany. Both programmes’ costs within budget envelope.
Create plan for future (2024/25 onwards)
accelerated efficiency programme
• Cost base analysed, benchmarked against best practice and detailed cost savings plan developed across technology, operations,
procurement and support services. Determined implementation plan against preferred option.
Ensure we have the organisational
capabilities to support our growth
ambitions in UK and Germany
• ExCo reshaped to deliver strategy, with recruitment of Group CCO and CTO and CEO for Germany. Germany CFO also recruited. Continued
work on Board succession with new female NED appointed and Board succession plan agreed. New Talent cycle tools and resources
developed, trained and rolled out to top 800.
Total outcome (% of maximum incentive opportunity) 16.96% out of 20%
ANNUAL REPORT ON REMUNERATION CONTINUED
Whitbread PLC Annual Report and Accounts 2023/24
S GOVERNANCE F O 131
Chief Financial Officer, Hemant Patel
Measure Actual outcome vs Targets Rating
Objective 1: Grow and innovate in the UK – 6.60% out of 7%
Deliver the UK growth plan
• 2,253 new rooms opened in UK&I (vs stretch: 2,000) and added 1,957 rooms to committed pipeline (vs stretch: 1,250).
Review strategic F&B options, develop
implementation plan and execute agreed
in-year activity
• Whole joint site portfolio reviewed with value optimising solution selected for each. Identified sites for disposal and extension
opportunities, with 112 sites progressed for extension likely to result in 3,500 additional rooms. Re‑started hotel extension programme with
initial 400 bedrooms evaluated. All on track to deliver targets, programme and budget.
Delivery of UK revenue target and
budgeted margin
• Revenue growth of 10% (vs stretch: 8.5%).
• Adjusted PBT margin of 21.2% (vs stretch: 19.2%).
Optimisation of UK estate portfolio
• Completed review of joint site portfolio and c.160 variable schemes progressed, and re‑assessed Premier Inn network.
• Proceeds of £56.8m received from disposal of surplus assets (vs stretch: £20m).
Achieve customer/guest
satisfactiontargets
• Achieved Premier Inn guest satisfaction of 53.5% (outcome between target and stretch of 52.4%/54.4%).
• Achieved restaurants customer satisfaction of 54.9% (vs stretch target: 54.6%).
Objective 2: Focus on our strengths to grow in Germany – 2.42% out of 4%
Deliver network growth plan including
organic pipeline additions in Germany
• 1,923 new and converted rooms (11 hotels) opened in Germany (outcome between target and stretch of 1,850/2,000).
• Added 1,311 rooms (8 hotels) to committed pipeline (vs stretch: 700).
Deliver budgeted progress against the
target returns and profitability plan
• Full‑year loss of £(36)m (outcome between threshold and target of £(40)m and £(35)m respectively).
Objective 3: Enhance our capabilities to support long-term growth – 8.90% out of 9%
Deliver Investor Relations plan including
broadening of shareholder base and
communications of German value
• Executed plan to target UK underweight holders and US/ European investors, multiple roadshows/conferences held in US, Canada and
Europe. Delivered first cohort analysis for Germany business underpinning our trajectory towards profitability.
Deliver full-year 23 financial audit
clearance with no material misstatements
and half-year 24 interim review
• Delivered the 2022/23 audit clearance and HY24 interim review with no material misstatements and in line with results timetable.
Application (and recommunication) of
the capital allocation framework at FY
and HY results
• Capital Allocation framework re‑briefed at full‑year results and again at H1 results. £300m share buy‑back announced and substantially
executed in H1, with a further £300m buy‑back announced at interims and completed.
• Feedback from shareholders highly supportive of both quantum and mechanism.
Create plan for future (2024/25 onwards)
accelerated efficiency programme
• Cost base analysed, benchmarked against best practice and detailed cost savings plan developed across technology, operations,
procurement and support services. Determined implementation plan against preferred option.
Opera delivery on time and on budget
• Training completed for all c.13,000 Opera‑facing employees and 98% of sites in the UK and Germany live (vs 95% target). All sites stable
and have no outstanding critical performance fixes. Critical issues have all been resolved within 7 days. Converted sites performed in line
with previous levels of revenue, and programme cost within budget envelope.
Networks & People system projects
tracking to agreed timetable and
onbudget
• Networks: 14 pilot sites live at half year (on target), with 60 sites deployed by end of 2023/24 (vs target: 40 sites).
• People System: 90% design completion. Build and test 90% and 60% complete respectively. Cutover preparation and business readiness
on‑track in both UK and Germany. Both programmes’ costs within budget envelope.
Total outcome (% of maximum incentive opportunity) 17.92% out of 20%
Below threshold Between threshold and target Between target and stretch Stretch or above stretch
132
Whitbread PLC Annual Report and Accounts 2023/24
GOVERNANCE
Single total figure of remuneration – executive directors (audited information) continued
2023/24 Annual Incentive Scheme continued
Awards based on ESG objectives (10% of total award)
The ESG targets for 2023/24, together with the results, are shown below. Only half of the maximum reward was payable based on a green result, with higher rewards available for stretch
or excel performance above target.
ESG measure Amber target Green target Stretch target Excel target Allocation Result (% of maximum)
Scope 1 and 2
intensityreduction
vs2016/17 base
>= 52% reduction,
<53.2% reduction
>= 53.2% reduction,
<53.7% reduction
>= 53.7% reduction,
<54.7% reduction
>= 54.7% reduction 3% Excel:
54.9%
reduction
100%
Water reduction vs
2022/23 usage
>= 1.5% reduction,
<2% reduction
>= 2% reduction,
<2.5% reduction
>= 2.5% reduction,
<3% reduction
>= 3% reduction 3% Excel:
3.6%
reduction
100%
Leadership diversity
1
Senior leadership population to be made up of:
• 42% female representation
• 8% ethnic minority representation
4%
Achieved
1
:
39.8%
female and
9.1%
ethnic minority representation
50%
TOTAL
80%
1 This measure was assessed in a binary manner, unlike the other measures with an amber to excel range as outlined above.
Long-term incentive
Assessment of performance underpins for the 2021 RSP
The 2021 RSP was awarded subject to two underpins and, for each underpin that is not met, the Committee may reduce the vesting outcome by up to 50%. Given the difficulty in setting
financial metrics during the pandemic, following consultation with major shareholders in 2020/21, the Committee determined to set one financial underpin together with an underpin that
was a balanced overall assessment of performance and delivery against strategic priorities.
• Cumulative cost efficiency of £60m over the three-year performance period: Over the period, there were efficiency savings of £132m, therefore, this underpin was met.
• Balanced overall assessment of performance and delivery against its strategic priorities over the performance period with the default that the underpin would be met in the
absence of clear evidence of management failure or significant underperformance: The Committee assessed the performance of management and the business, taking into
account the Group’s financial performance, balance sheet strength, market share, response to the COVID‑19 pandemic and recovery of shareholder value and performance against
environmental, social and corporate governance priorities. The Committee concluded that there was no evidence of management failure and that management had delivered
exceptional performance, therefore this underpin was met.
Therefore, the Committee determined that the 2021 RSP should vest in full.
ANNUAL REPORT ON REMUNERATION CONTINUED
Whitbread PLC Annual Report and Accounts 2023/24
S GOVERNANCE F O 133
Windfall gains
When assessing the vesting of the 2020 RSP award at this time last year, the Committee decided to reduce the vesting level to reflect windfall gains. In determining the vesting level of
the 2021 award, the Committee has again considered whether any windfall gain has arisen and concluded that it has not. In particular, the share price at which the award was granted was
significantly higher (c.48%) than the grant price of the previous award.
The number and value of shares vesting for Hemant Patel under the RSP is as follows:
Director Number of shares granted Number of shares vesting
Estimated value at vesting date
(£’000)
Hemant Patel 4,158 4,158 146
The share price used to calculate the value at vesting was 3,511.65 pence, which was the average closing price of a Whitbread share in the final quarter of the 2023/24 financial year.
Theestimated value attributable to share price movement since grant was £667.
Single total figure of remuneration – Chairman and non-executive directors (audited information)
Base fee
Senior Independent
director fee
Fee as Chairman of a
BoardCommittee
Fee as a member of
a Board Committee Total
Director
23/24
£’000
22/23
£’000
23/24
£’000
22/23
£’000
23/24
£’000
22/23
£’000
23/24
£’000
22/23
£’000
23/24
£’000
22/23
£’000
Adam Crozier 433 420 — — — — — — 433 420
David Atkins 66 64 — — — — 11 10 77 75
Kal Atwal 66 64 — — — — 5 5 72 69
Horst Baier 66 64 — — — — 5 5 72 69
Fumbi Chima 66 64 — — — — 5 5 72 69
Frank Fiskers 66 64 — — 21 21 5 5 93 90
Richard Gillingwater 66 64 16 15 — — 5 5 87 85
Karen Jones
1
66 9 — — — — 5 1 72 10
Chris Kennedy 66 64 — — 21 21 — — 87 85
Shelley Roberts
1
22 — — — — — 2 — 24 —
Cilla Snowball
1
66 7 — — — — 5 1 72 7
1 Karen Jones, Cilla Snowball and Shelley Roberts joined the Board on 9 January 2023, 24 January 2023 and 1 November 2023 respectively.
Neither the Chairman nor the non‑executive directors are entitled to any additional benefits.
134
Whitbread PLC Annual Report and Accounts 2023/24
GOVERNANCE
Statement of directors’ shareholding and share interests (audited information)
The Committee believes that the shareholding requirements for executives play an important role in the alignment of the interests of executives and shareholders and help to incentivise
executives to deliver sustainable long‑term performance.
The Chief Executive’s shareholding requirement is 300% of salary and the Chief Financial Officer’s is 200% of salary. All shares vesting from incentive plans cannot be sold until the
shareholding requirement has been met. The Chairman and the non‑executive directors are each required to build a holding to the value of 100% of their annual fee over a three‑year period.
The table below shows the holdings of directors as at 29 February 2024:
Director
Ordinary
shares
Share
awards
1
Value based on
input price
£’000
Value based on
market price
£’000
Requirement %
of salary/base
fee
% of salary
based on
input price
% of salary
based on
market price
Share awards
not counting
towards
requirements
CHAIRMAN
Adam Crozier 13,930 — 455 489 100 105 113 —
EXECUTIVE DIRECTORS
Dominic Paul 25,051 124,395 2,500 3,195 300 278 355 36,346
Hemant Patel 10,942 25,908 745 866 200 140 163 42,523
NON-EXECUTIVE DIRECTORS
David Atkins 3,137 — 99 110 100 150 166 —
Kal Atwal 2,063 — 60 72 100 91 109 —
Horst Baier 2,456 — 86 86 100 130 130 —
Fumbi Chima 2,061 — 60 72 100 91 109 —
Frank Fiskers 3,865 — 110 136 100 166 205 —
Richard Gillingwater 2,000 — 70 70 100 106 106 —
Karen Jones 1,175 — 40 41 100 60 62 —
Chris Kennedy 3,270 — 98 115 100 147 173 —
Shelley Roberts 417 — 15 15 100 23 22 —
Cilla Snowball 2,258 — 70 79 100 105 120 —
1 The market price used was the average for the last quarter of the financial year (3,511.65 pence). The number of share awards shown is the full number, but the valuation of those awards has been reduced to
reflect deductions to be made at the point of exercise in respect of income tax and national insurance contributions. The awards counting towards the requirement include deferred shares awarded under the
Annual Incentive Scheme and unexercised awards under the Restricted Share Plan and the Recruitment and Retention Scheme, where no further performance conditions apply. All share awards are structured as
nil‑cost options on vesting. The awards not counting towards requirements are unvested awards under the Restricted Share Plan, where the performance underpins have not yet been tested.
There has been no change to the interests in the tables shown on this page between the end of the financial year and the date of this report.
Awards granted in 2023/24
The tables below outline the share awards granted during 2023/24. Awards were granted using the average closing price of a Whitbread share for the five trading days immediately prior
to the grant, excluding any days on which dealing in Whitbread shares by management was prohibited.
ANNUAL REPORT ON REMUNERATION CONTINUED
Whitbread PLC Annual Report and Accounts 2023/24
S GOVERNANCE F O 135
Deferred share awards under the Annual Incentive Scheme
50% of the total annual incentive earned in respect of performance during 2022/23 was
deferred into shares, as detailed below. Deferred share awards are subject to continued
employment, but are not subject to further performance conditions.
Director Date of award
Number of
shares
Market price
(p)
Total value
(£’000)
Vesting
date
Dominic Paul 25 April 2023 3,332 3,095.2 103 01 March 2026
Hemant Patel 25 April 2023 12,904 3,095.2 399 01 March 2026
2023 Restricted Share Plan
Director
% of base
salary
awarded Date of award
Number of
shares
granted
Share price
used (p)
Face value
of
award at
grant
(£’000)
Vesting
date
Dominic Paul 125 25 April 2023 36,346 3,095.2 1,125 25 April 2026
Hemant Patel 110 25 April 2023 18,302 3,095.2 566 25 April 2026
The awards made under the Restricted Share Plan are subject to the following two
underpins being met, which are assessed over the three‑year performance period to the
end of 2025/26:
• the Company’s average lease‑adjusted net debt to FFO leverage ratio being less than
4.7x; and
• the Company’s average ROCE for the UK business to be 9% or higher.
Awards vesting will then be subject to a two‑year holding period.
Options exercised (audited information)
Director Scheme
Number
of shares Exercise price Exercise date
Market price
on exercise (p)
Dominic Paul RSP 6,545 N/A 25-May-23 3,271.0
Hemant Patel AIS 2,902 N/A 25-May-23 3,271.0
R&R 8,471 N/A 25-May-23 3,271.0
Key
AIS: Awards made under the Annual Incentive Scheme
RSP: Awards made under the Restricted Share Plan
R&R: Shares awarded under the Recruitment & Retention Scheme prior to Hemant’s appointment as
adirector
Payments to past directors (audited information)
Alison Brittain
As disclosed in last year’s remuneration report, Alison Brittain was treated as a ‘good
leaver’ on her retirement from the Company.
Alison Brittain’s 2021 RSP award was eligible for vesting subject to assessment of the
performance underpins and time pro‑rating. Based on the assessment versus the
performance underpins as set out on page 132, the 2021 RSP vested in full for eligible
participants. The estimated value of the award that will vest to Alison Brittain is follows:
Award
Number of
shares granted
Vesting outcome
(% of maximum)
Number of
shares vesting
(before pro‑ration)
Number of
shares vesting
(after pro‑ration)
Estimated value
at vesting date
(£’000)
2021 RSP 31,363 100% 31,363 20,910 734
The share price used to calculate the value at vesting was 3,511.65 pence, which was the
average closing price of a Whitbread share in the final quarter of the 2023/24 financial year.
Chief Executive’s remuneration
Whitbread is in the hospitality business and has a large workforce of around 38,000 team
members who are employed directly by the business, with the majority being in hourly
paidcustomer‑facing roles in our hotels and restaurants. We have an aligned set of reward
principles for all employees which includes a core principle to offer competitive pay rates
atall levels, reflecting our position as a leading organisation in the hospitality sector. This
enables us to attract and retain the right talented people for our winning teams.
For our hourly paid team members, we benchmark against other hospitality companies to
ensure we are competitive when comparing pay with similar organisations and we operate
an approach to pay which increases pay for skills progression with clear and transparent
pay rates for each role that increase as new skills are developed. For our Chief Executive,
we benchmark against the FTSE 31‑100 (removing any non‑comparative industries such
asFinancial Services, Oil & Gas and Natural Resources, which include significantly higher
levels of remuneration) and this allows us to have an appropriate comparison for this role
inour sector.
As noted in previous years, the Chief Executive has a high level of variable pay, and
therefore the CEO median pay ratio fluctuates in line with Chief Executive incentive
outcomes each year.
For 2023/24 the median pay ratio has reduced from 141:1 in 2022/23 to 105:1. The primary
driver of the reduction is the absence of any vesting under the RSP as a result of Dominic
Paul commencing employment in January 2023 and his first RSP award not being due to
vest until April 2025. A further factor is that Dominic Paul’s salary is lower than that of his
predecessor, Alison Brittain. It should be noted that the 2022/23 figure was based on the
combined payments made to Alison Brittain and Dominic Paul.
All three of the UK employee reference points compare our Chief Executive’s remuneration
with that of hourly paid team members in customer‑facing roles in the operational sites and
again there is relatively limited difference in the 25th, median and 75th percentile ratios as
shown below. Given this, we believe the median pay ratio is consistent with the reward
policies for our UK employees. Whitbread has continued to use Option A to calculate its
ratio, as the data required is readily available and this option provides the most accurate
comparison as the figures are calculated on a like‑for‑like basis.
136
Whitbread PLC Annual Report and Accounts 2023/24
GOVERNANCE
Chief Executive’s remuneration continued
The table below shows how the total pay of the Chief Executive compares with our UK employees at the 25th, median and 75th percentile:
Year Method
25th percentile
ratio
Median pay
ratio
75th percentile
pay ratio
2023/24 Total wages/salary (FTE): £22,225 £22,953 £24,804
Total remuneration (FTE): £22,450 £23,421 £25,350
Pay ratio (Option A): 110:1 105:1 97:1
2022/23 Pay ratio (Option A): 147:1 141:1 131:1
2021/22 Pay ratio (Option A): 110:1 105:1 98:1
2020/21 Pay ratio (Option A): 55:1 53:1 50:1
2019/20 Pay ratio (Option A): 150:1 143:1 134:1
The figures were calculated on 29 February 2024 (the ‘snapshot date’) and use the single figure methodology (salary, benefits, annual incentive, LTIP, pension) and for the Chief Executive
this is taken from the total single figure remuneration for 2023/24 on page 129 of£2.465m.
Annual percentage change in remuneration
We are required to publish the annual percentage change in remuneration (salary or fees, benefits and annual bonus) for each Director compared to the annual average percentage
change in remuneration for the employees (excluding Directors) of the parent company. As Whitbread PLC has no employees, this statutory disclosure is not possible. For information
purposes, the remuneration of the Group’s employees as a whole increased by 6.0% versus the previous year.
2023/24 2022/23 2021/22 2020/21 2019/20
% change 2023/24 - 2022/23 % change 2022/23 ‑ 2021/22 % change 2021/22 ‑ 2020/21 % change 2020/21 ‑ 2019/20 % change 2019/20 ‑ 2018/19
Director
Base salary/
fees Benefits
Annual
bonus
Base salary/
fees Benefits
Annual
bonus
Base salary/
fees Benefits
Annual
bonus
Base salary/
fees Benefits
Annual
bonus
Base salary/
fees Benefits
Annual
bonus
EXECUTIVE
DIRECTORS
Dominic Paul
1
0% 0% 1% — — — — — — — — — — — —
Hemant Patel
1
3% 0% 5% — — — — — — — — — — — —
NON-EXECUTIVE
DIRECTORS
Adam Crozier 3% — — 3% — — 7% — — (5%) — — 0% — —
David Atkins 3% — — 3% — — 6% — — (4%) — — 1% — —
Kal Atwal 3% — — 3% — — — — — — — — — — —
Horst Baier 3% — — 3% — — 7% — — (6%) — — — — —
Fumbi Chima 3% — — 3% — — — — — — — — — — —
Frank Fiskers 3% — — 3% — — 5% — — 15% — — 11% — —
Richard Gillingwater 3% — — 3% — — 5% — — (4%) — — 8% — —
Karen Jones
2
3% — — — — — — — — — — — — — —
Chris Kennedy 3% — — 3% — — 5% — — (4%) — — 1% — —
Shelley Roberts — — — — — — — — — — — — — — —
Cilla Snowball
2
3% — — — — — — — — — — — — — —
ANNUAL REPORT ON REMUNERATION CONTINUED
Whitbread PLC Annual Report and Accounts 2023/24
S GOVERNANCE F O 137
1 Dominic Paul joined the Board and became Chief Executive with effect from 17 January 2023. Hemant
Patel joined the Board on 21 March 2022. To enable a meaningful year‑on‑year comparison their
remuneration reflects pro‑rated full‑year earnings in 2022/23 and 2023/24 respectively. See page 129
for details of executive director remuneration which support the percentage changes above.
2 Karen Jones and Cilla Snowball joined the Board on 9 January 2023 and 24 January 2023 respectively.
To enable a meaningful year‑on‑year comparison their remuneration reflects pro‑rated full‑year fees in
2022/23 and 2023/24 respectively. Shelley Roberts joined the Board on 1 November 2023, and
therefore no year‑on‑year comparison is possible. Neither the Chairman nor the non‑executive
directors are entitled to any additional benefits. See page 134 for details of the Non‑Executive
Director remuneration which support the percentage changes for 2023/24 above, and previous
remuneration reports for other years.
Ten-year history of Chief Executive remuneration
The following table shows the Chief Executive’s pay over the last ten years, with details of
the percentage of maximum paid out under the Annual Incentive Scheme and the LTIP/RSP
vesting percentage for each year.
Year Chief Executive
Single total figure
of remuneration
(£’000)
% of maximum
annual incentive
achieved
% of LTIP/RSP
award vesting
2023/24 Dominic Paul 2,465 95.0 N/A
2022/23 Alison Brittain 3,199
1
94.4 45.0
Dominic Paul 2,416
2
94.4 N/A
2021/22 Alison Brittain 2,164 71.4 N/A
2020/21 Alison Brittain 1,032 0.0 N/A
2019/20 Alison Brittain 2,636 56.7 36.0
2018/19 Alison Brittain 5,588 54.8 0.0
2017/18 Alison Brittain 2,336 64.1 38.3
2016/17 Alison Brittain 2,509 49.8 76.5
2015/16 Alison Brittain 634 38.8 N/A
Andy Harrison 2,423 38.8 97.2
2014/15 Andy Harrison 4,554 86.8 100.0
1 In determining the combined CEO remuneration for 2022/23 for the purposes of the CEO pay ratio,
Alison Brittain’s remuneration in respect of the period to 17 January 2023 only was used (£2,845m),
reflecting that Dominic Paul became CEO with effect from the close of the Board meeting held on
that day.
2 Includes a value of £2.12m that Dominic Paul received as replacement share awards to compensate
him for the awards that he forfeited at his previous employer. This was not taken into account when
determining the CEO pay ratio (£0.297m used in the CEO pay ratio).
Relative importance of spend on pay
The table below compares the change in total expenditure on employee pay during the
year with the change in dividend payments and share buybacks.
2022/23 2023/24 % change
Employee costs £784.3m £837.8m 6.8%
Dividends and share buybacks £119.1m £755.8m 534.6%
Implementation of remuneration policy in 2024/25
Base salary
Dominic Paul and Hemant Patel will each receive a 4% salary increase in May 2024. This is
lower than the increases in pay for salaried employees across the organisation. The base
salaries of the executive directors with effect from 1 May 2024 will be as follows:
Director
Base salary at
1 May 2024
(£’000)
Base salary at
1 May 2023
(£’000)
Dominic Paul 936 900
Hemant Patel 552 530
Benefits and pension
The benefits received by each executive director will continue to include family private
healthcare, a cash allowance in lieu of a company car and cash allowances at 10% of salary
in lieu of pension.
Annual Incentive Scheme
To be eligible to receive incentive payments, there are ‘gateway’ requirements relating to
leadership behaviour. Any incentive payments will be at the discretion of the Remuneration
Committee in the event that the health and safety score is red on the WINcard. The expectation
is that our leaders’ actions reflect Whitbread’s values and Code of Conduct, including our
approach to health and safety. Keeping our team and customers safe is not an incentive
lever but a core responsibility that earns the right to achieve incentivised rewards.
TheCommittee has the discretion to amend formulaic outcomes.
The measures and weightings for the 2024/25 annual incentive are therefore as follows:
Measure Weighting
Profit performance 50%
Efficiency 20%
Strategic objectives 20%
ESG measures 10%
138
Whitbread PLC Annual Report and Accounts 2023/24
GOVERNANCE
Implementation of remuneration policy in 2024/25 continued
Annual Incentive Scheme continued
Financial measures
The targets of the two financial metrics, which make up 70% of the annual incentive,
areconsidered by the Board to be commercially sensitive and, for that reason, are not
disclosed in advance. The Committee intends to disclose the targets retrospectively in
the2024/25 report.
Targets have been set with reference to external consensus and budget, assuming a
mid‑range scenario of impacts which might result from the Accelerating Growth Plan. Given
that the plans are still subject to consultation, the Committee will keep these targets under
review to ensure no material benefit or penalty arises if the reality of any change is different
from that assumed when setting targets.
Strategic objectives
Each executive director also has business objectives aligned with the Group’s strategic
priorities. They will be eligible to receive up to 20% of the maximum incentive opportunity
based on the delivery of these objectives. Some of the objectives have measures with clear
threshold, on‑target and stretch targets, whereas others will be objectively assessed against
a stretch level of performance. All measures are quantifiable and linked to the business plan
and future financial performance. For both executives, objectives have been set under the
following areas:
• grow and innovate in the UK;
• focus on our strengths to grow in Germany; and
• enhance our capabilities to support long‑term growth.
ESG measures
The 10% allocation to ESG measures will be split between:
• reduction in carbon emissions;
• diversity in our senior leadership population; and
• reduction in water use.
Cash awards will be made in May 2025, with deferred share awards granted in April or
May2025 and due to vest in 2028, with no further performance conditions applying.
Restricted Share Plan
Awards will be granted at 125% of salary for Dominic Paul and 110% of salary for Hemant
Patel. The awards will be subject to two underpins and, subject to these underpins being
met, are expected to vest in 2027, after which they will be subject to a two‑year holding period.
The underpins are the same as used for last year’s award, other than a minor change to the
leverage underpin to reflect that Fitch has changed its leverage metric to be based on
EBITDAR rather than FFO. Therefore, the underpins will be:
• the Company’s average lease‑adjusted net debt to EBITDAR leverage ratio being less
than 4.5x; and
• the Company’s average ROCE for the UK business to be 9% or higher.
This is an equivalent measure to the lease adjusted net‑debt leverage ratio underpin used
for the 2023 RSP award which was 4.7x FFO.
Chairman’s fee
The Chairman received a 4% increase in his fee with effect from 1 March 2024, taking his
annual fee to £450,180.
Non-executive director fees
The base annual fee for non‑executive directors increased on 1 March 2024 by 4% to
£68,880. The fees for the chairmanship of the Audit Committee and the Remuneration
Committee were increased to £22,070. The fee for the Senior Independent Director
increased to £16,560 and the fees for membership of the Audit and Remuneration
Committees increased to £5,530.
Statement of shareholder voting
The advisory resolution to approve the 2022/23 annual report on remuneration was put to
shareholders for approval at the 2023 AGM and the resolution was passed. The resolution
to approve the directors’ remuneration policy was put to shareholders for approval at the
2022 AGM and that resolution was also passed.
The voting results were as follows:
Resolution For Against Total Withheld
Annual report on
remuneration
126,239,328
(94.0%)
8,099,223
(6.0%)
134,338,551 75,949
Directors’ remuneration
policy
109,378,984
(85.7%)
f118,280,422
(14.3%)
f127,659,406 145,506
ANNUAL REPORT ON REMUNERATION CONTINUED
Whitbread PLC Annual Report and Accounts 2023/24
S GOVERNANCE F O 139
Directors’ service contracts
The key terms of the executive directors’ service contracts are as follows:
• notice period – nine months by the director and 12 months by the Company;
• termination payment – details of the termination policy are set out in our remuneration
policy, which can be found on the Company’s website at whitbread.co.uk/governance;
• sickness – full salary for a maximum of 12 months in any three‑year period or for a
maximum of nine consecutive months; and
• non-compete – for six months after leaving or being put on garden leave.
The dates of the executive directors’ service contracts are as follows:
Dominic Paul 28 June 2022
Hemant Patel 26 January 2022
Executive directors’ service contracts are available for inspection by any person at the
Company’s registered office during normal office hours and on the Company’s website
atwww.whitbread.co.uk. The executive directors are entitled to retain fees from
externaldirectorships.
The effective dates of the letters of appointment of the Chairman and the non‑executive
directors are as follows:
Adam Crozier 1 March 2018
David Atkins 1 January 2017
Kal Atwal 1 March 2021
Horst Baier 1 November 2019
Fumbi Chima 1 March 2021
Frank Fiskers 1 February 2019
Richard Gillingwater 27 June 2018
Karen Jones 9 January 2023
Chris Kennedy 1 March 2016
Shelley Roberts 1 November 2023
Cilla Snowball 24 January 2023
The Chairman and non‑executive directors were each appointed for an initial three‑year
term and are subject to annual re‑election at the AGM.
140
Whitbread PLC Annual Report and Accounts 2023/24
GOVERNANCE
Comparison of executive
remuneration policy with wider
employee population
When reviewing the executive directors’
remuneration policy, the Remuneration
Committee takes into consideration the pay
and employment conditions of all employees
across the Group. Remuneration was discussed
at the Our Voice forum and during the year
the Remuneration Committee considered
wider workforce remuneration and its
alignment with executive remuneration
together with the key themes from
employee engagement.
This section describes each element
oftheexecutive remuneration package
andexplains the extent to which those
elements are made available to the wider
employee population.
Base salary
The base salaries of all employees, including
the executive directors, are subject to
annual review. Under normal circumstances,
the annual increase in salary for an executive
director will be in the same range as the
increase for employees across the Group.
Benefits
Approximately 450 employees across the
Group are entitled to a company car or
cashin lieu of a company car. The scheme
isstructured so that the level of the
allowance is on a sliding scale, with
employees on higher grades receiving a
larger allowance. The executive directors
are no longer entitled to a company car
under this scheme but are entitled to
receive cash in lieu of a car.
Approximately 2,300 employees are entitled
to participate in the Group’s private healthcare
scheme, with 700 of these, including the
executive directors, entitled to family cover.
In addition, a small number of senior executives
,
including the executive directors, are
entitled to annual health screening.
All employees receive discounts on Company
products, but the executive directors have
waived their right to this benefit.
Whitbread’s Sharesave scheme is a
standard HMRC‑approved SAYE scheme.
Itis offered to all employees in the UK and
Germany, including the executive directors,
on equal terms.
Annual Incentive Scheme
Approximately 4,400 employees are
eligible to take part in an annual incentive
scheme linked to the achievement of
financial and other business targets. The
maximum opportunity is dependent on role.
Approximately 60 employees, including the
executive directors, are entitled to participate
in the Annual Incentive Scheme, with maximum
payouts split between cash and deferred
share awards, ranging from 60% to 170%
ofbase salary.
Approximately 100 employees, including
the executive directors, are given individual
strategic objectives in addition to the
financial and other business targets
mentioned above.
How pay links to the wider Whitbread workforce
ANNUAL REPORT ON REMUNERATION CONTINUED
Restricted Share Plan
Approximately 55 employees, including the
executive directors, participate in the RSP.
This plan is not available to the wider
employee population, although the
Sharesave scheme provides employees
witha form of long‑term incentive.
Pension
Like all employees, the executive directors
are entitled to participate in the Company’s
pension scheme. The scheme is a defined
contribution scheme. Employees below
theexecutive level are able to choose a
contribution rate of between 5% and 10%
and have this matched by the Company.
Employees who do not choose to participate
may be automatically enrolled, with
contributions in line with the automatic
enrolment regulations.
Since 31 December 2022, the executive
directors have received Company contributions
of 10% of base salary which, in accordance
with provision 38 of the Code, aligns with
the contribution rate offered to the majority
of the wider workforce. The upper limit for
new joiners continues to be 10% of base
salary as agreed in the previous policy.
Contributions can be allocated to the
individual’s pension or taken as cash.
Whitbread PLC Annual Report and Accounts 2023/24
S GOVERNANCE F O 141
Remuneration Committee – responsibilities
• Set the broad policy for the remuneration of the Chairman and
members of the Executive Committee, including the executive directors.
• Within the terms of the agreed policy, determine the total individual
remuneration package (including incentive payments, share awards
and other benefits) of the Chairman and each executive director.
• Monitor the structure and level of remuneration of Executive
Committee members.
• Approve the design of, and determine the targets for, executive
incentive schemes.
• Approve awards to be made to executive directors and other senior
executives under incentive schemes.
• Ensure that contractual terms on termination, and any payments
made, are fair to the individual and the Company, that failure is not
rewarded and that the duty to mitigate loss is fully recognised.
• Review the alignment of incentives with the Company’s wider culture.
• Obtain ideas and concerns from the wider workforce about
reward and take into account workforce remuneration across the
Company and externally when setting remuneration policy for the
executivedirectors.
In carrying out its duties, the Committee has taken into account
theprinciples outlined in the UK Corporate Governance Code 2018,
including provisions 40 and 41. The Committee believes that the
Company’s remuneration structures are aligned to the Company’s
culture and values. Furthermore, the Company’s remuneration
structures are simple and clear, with executive directors receiving
base salary, an annual incentive and a long‑term incentive under
theRSP.
Risk is managed, with both the Annual Incentive Scheme and the RSP
being subject to malus and clawback provisions. In addition, a poor
health and safety performance would lead to a reduced payout under
the Annual Incentive Scheme and the underpins under the RSP provide
protection against any payment for failure.
Outcomes are predictable to the extent that the Company achieves
its targets over any given performance period.
A significant proportion of an executive’s total reward is linked to
performance, with much of the reward achieved being deferred.
Thishelps to align the interests of executives to investors.
Remuneration
Committee–advisers
Internal advisers
Clare Thomas General Counsel
and Secretary to
the Committee
Rachel Howarth Chief People Officer
Steve Jones Reward, Pensions
and Insight director
External advisers
PwC, one of the founding members
ofthe Remuneration Consultants
Group Code of Conduct, was
appointed remuneration consultant
by the Committee with effect from
September 2017 following a rigorous
tender process and adheres to this
code in its dealings with the Committee.
Fees paid to PwC in respect of advice
received by the Committee amounted
to £157,000. These fees were charged
on a time and material basis.
The Committee is satisfied that the
advice received is independent and
objective. The Committee is comfortable
that the PwC engagement partner
and team that provide remuneration
advice to the Committee do not have
connections with the Company that
may impair their independence or
objectivity. PwC also provided Whitbread
with internal audit and other
consulting advice.
Remuneration Committee
agenda–2023/24
• Approval of Annual Incentive Scheme and targets
for 2023/24.
• Approval of awards of cash and deferred shares to
executive directors and senior executives under the
2022/23 Annual Incentive Scheme.
• Executive directors’ and senior executives’ salary review.
• Consideration of shareholder feedback on the
underpins for the 2023 RSP award.
• Approval of the 2023 awards made under the RSP.
• Approval of the 2023 remuneration report.
• Confirmation of the vesting percentage for the RSP
awards
made in 2020 and due to vest in 2023.
• The approach to underpins for the 2024 RSP award.
• Review of wider remuneration strategy across
theorganisation.
• Chris Vaughan’s remuneration treatment on retiring
as General Counsel and Company Secretary.
• Feedback from shareholder meetings.
• An update on performance of the 2023/24 Annual
Incentive Scheme.
• An update on performance against the underpins for
the 2021 RSP award.
• Committee effectiveness evaluation.
• Review of the terms of reference.
Frank Fiskers
Chair, Remuneration Committee
29 April 2024
142
Whitbread PLC Annual Report and Accounts 2023/24
GOVERNANCE
DIRECTORS’ REPORT
Certain information
required for disclosure
in this report is
provided in other
appropriate sections
of the Annual Report
and Accounts. These
include the corporate
governance and
remuneration reports
and the Group financial
statements and notes
to those financial
statements, and
accordingly these are
incorporated into the
report by reference.
The directors present their report and
accounts for the year ended 29 February 2024.
Results and dividends
Group adjusted profit
before tax
£561m
Group profit before tax £452m
Interim dividend paid on
8December 2023
34.1p per share
Recommended final dividend
62.9p per share
Total dividend for the year 97.0p per share
Details on the Group’s dividend policy can
be found on page 44 in the Chief Financial
Officer’s review.
Subject to approval at the AGM, the final
dividend will be payable on 5 July 2024 to
the shareholders on the register at the close
ofbusiness on 24 May 2024.
The Board
Board of directors
The directors at the date of this report are
listed on pages 107 to 110. Shelley Roberts
was appointed to the Board as an
independent non‑executive director on
1November 2023.
Details of directors’ training are given in the
Nomination Committee report on page 115
Both David Atkins and Fumbi Chima have
confirmed they will not seek re‑election at
this year’s forthcoming AGM.
Directors’ service contracts
The key terms of the executive directors’
service contracts, together with the dates
of those contracts, can be found in the
remuneration report on page 139, along
withthe effective dates of the letters of
appointment of the Chairman and the
non‑executive directors.
The executive directors’ service contracts
are available for inspection at our
headoffice.
Powers of directors
The business of the Company is managed
by the directors who may exercise all the
powers of the Company, subject to the
Company’s articles of association, any
relevant legislation and any directions given
by the Company by passing a special
resolution at a general meeting. In
particular, the directors may exercise all the
powers of the Company to borrow money,
issue shares, appoint and remove directors
and recommend and declare dividends.
Appointment and replacement
ofdirectors
Directors shall be no fewer than two and no
more than 20 in number. Directors may be
appointed by the Company, by ordinary
resolution or by the Board of directors.
In accordance with the UK Corporate
Governance Code 2018, all directors will
stand for annual re‑election at each AGM.
The Company may, by special resolution,
remove any director before the expiration
of his/her term of office.
Directors automatically stop being
directorsif:
• they give the Company a written notice of
resignation (at the date such notice expires);
• they give the Company a written notice in
which they offer to resign and the other
directors decide to accept the offer;
• all of the other directors (who must
comprise at least three people) pass
a resolution or sign a written notice
requiring the director to resign;
• they are or have been suffering from
mental or physical ill health and the
directors pass a resolution removing
thedirector from office;
• they have missed directors’ meetings
(whether or not an alternate director
appointed attends those meetings) for a
continuous period of six months without
permission from the directors and the
directors pass a resolution removing the
director from office;
• a bankruptcy order is made against
them or they make any arrangement or
composition with their creditors generally;
• they are prohibited from being a director
under any applicable legislation; or
• they cease to be a director under any
applicable legislation or are removed
from office under the Company’s articles
of association.
Directors’ indemnity
A qualifying third‑party indemnity provision
was in force for the benefit of the directors
during the financial year. In addition, a
qualifying pension scheme indemnity
provision was in force for the benefit of
Whitbread Pension Trustees during the
financial year.
Compensation for loss of office
There are no agreements between the
Company and its directors or employees
providing for compensation for loss of
office or employment that occurs as a
resultof a takeover bid.
Directors’ share interests
Details regarding the share interests of
thedirectors in the share capital of the
Company, including with respect to options
to acquire ordinary shares, are set out in the
remuneration report on page 134.
Whitbread PLC Annual Report and Accounts 2023/24
S GOVERNANCE F O 143
Shares
Share capital
Details of the issued share capital can be
found in Note 27 to the accounts.
Holders of ordinary shares are entitled to
attend and speak at general meetings of
the Company, to appoint one or more
proxies and, if they are corporations,
corporate representatives to attend general
meetings and to exercise voting rights.
Holders of ordinary shares may receive a
dividend and, on a liquidation, may share
inthe assets of the Company. Holders of
ordinary shares are entitled to receive the
Company’s Annual Report and Accounts.
Subject to meeting certain thresholds,
holders of ordinary shares may requisition
ageneral meeting of the Company or the
proposal of resolutions at AGMs.
Voting rights
On a show of hands at a general meeting
ofthe Company, every holder of ordinary
shares present, in person or by proxy, and
entitled to vote, has one vote (unless the
proxy is appointed by more than one
member in which case the proxy has one
vote for and one vote against if the proxy
has been instructed by one or more
members to vote for the resolution and by
one or more members to vote against the
resolution) and on a poll every member
present in person or by proxy and entitled
to vote has one vote for every ordinary
share held. Voting rights for any ordinary
shares held in treasury are suspended.
Noneof the ordinary shares carry any
special rights with regard to control of
theCompany. Electronic and paper proxy
appointments and voting instructions must
be received by the Company’s registrars not
later than (i) 48 hours before a meeting or
adjourned meeting (excluding non‑working
days), or (ii) 24 hours before a poll is taken,
if the poll is not taken on the same day as
the meeting or adjourned meeting.
Unless the directors decide otherwise, a
shareholder cannot attend or vote at any
general meeting of the Company or at any
separate general meeting of the holders of
any class of shares in the Company or upon
a poll or exercise any other right conferred
by membership in relation to general
meetings or polls if he or she has not paid
all amounts relating to those shares which
are due at the time of the meeting.
Where a shareholder with at least a 0.25%
interest in a class of shares has been served
with a disclosure notice in relation to a
particular holding of shares and has failed
to provide the Company with information
concerning those shares, those shares will
no longer give that shareholder any right to
vote at a shareholders’ meeting.
Restrictions on transfer of shares
There are the following restrictions on the
transfer of shares in the Company:
• Certain restrictions which may from time to
time be imposed by laws and regulations
(for example, insider trading laws).
• Pursuant to the Company’s share dealing
code, the directors and senior executives
of the Company require approval to deal
in the Company’s shares.
• Where a person with at least a 0.25%
interest in a class of shares has been
served with a disclosure notice and has
failed to provide the Company with
information concerning interests in
thoseshares.
• The subscriber ordinary shares may not
be transferred without the prior written
consent of the directors.
• The directors can, without giving any
reason, refuse to register the transfer of
any shares which are not fully paid.
• Transfers cannot be in favour of more
than four joint holders.
• The directors can refuse to register
the transfer of an uncertificated share
in the circumstances set out in the
uncertificated securities rules (as defined
in the Company’s articles of association).
The Company is not aware of any
agreements between shareholders that
mayresult in restrictions on the transfer of
shares or on voting rights.
B shares and C shares
Holders of B shares and C shares are
entitled to receive an annual non‑cumulative
preferential dividend calculated the Bank of
England rate on a value of 155p per B share
and 159p per C share respectively, but are
not entitled to any further right of participation
in theprofits of the Company. They are also
entitled to payment of 155p per B share
and159p per C share respectively on a
return ofcapital on winding‑up (excluding
any intra‑Group reorganisation on a solvent
basis). Except in limited circumstances, the
holders of the B shares and C shares are not
entitled, in their capacity as holders of such
shares, to receive notice of any general
meeting of theCompany nor to attend,
speak or vote at any such general meeting.
Both B and C shares represent significantly
less than 0.01% of the total share capital.
Purchase of own shares
The Company is authorised to purchase its
own shares in the market. Approval to renew
this authority will be sought from the
shareholders at the 2024 AGM. The Company
purchased 17.3m of its own shares during
the
year and cancelled them. At 29 February
2024,
12.5 million shares were held as
treasury shares (2 March 2023: 12.5 million).
Employee share schemes
Whitbread does not have any employee
share schemes with shares which have
rights with regard to the control of the
Company that are not exercisable directly
by the employees.
Major interests
As at the end of the financial year, the Company had received formal notification, under the
Disclosure and Transparency Rules, of the following material holdings in its shares (the
percentages shown are the percentages at the time of the disclosure and have not been
re‑calculated based on the issued share capital at the year‑end):
Number of shares % of issue share capital 
1
BlackRock, inc 9,105,321 6.76%
MFS Investment Management 9,757,865 4.83%
Longview Partners 9,046,346 4.48%
Aberdeen Asset Management 9,155,869 4.99%
1 The % of issued share capital is taken from the date of the relevant notification and changes to the
voting rights since that date can cause higher numbers of shares to have lower percentages and vice versa.
144
Whitbread PLC Annual Report and Accounts 2023/24
GOVERNANCE
Mandatory greenhouse
gasreporting
In order to comply with the requirements of
the Companies (Directors’ Report) and
Limited Liability Partnerships (Energy
andCarbon Report) Regulations 2018,
wehave amended our environmental
reporting accordingly.
We have considered the six main greenhouse
gases (GHGs) and report in CO
2
e for our
Scope 1 (direct) and Scope 2 (indirect) CO
2
emissions. We have used the GHG Protocol
Corporate Accounting and Reporting Standard
methodology to calculate our emissions as
well as DEFRA and International Energy
Standards GHG Conversion Factors for
Company Reporting.
Scope 1 includes emissions from the fuels
we use in our hotels, restaurants and offices
such as natural gas and liquid petroleum
gas. It also includes CO
2
e from business
owned vehicles which includes company
cars and food logistics vehicles as we own
the lease arrangements. CO
2
e from company
cars is calculated using the manufacturers
stated performance multiplied by an uplift
stated in the DEFRA standards
methodology paper.
Scope 2 relates to the indirect emissions
associated with the generation of the
electricity consumed in our sites including
district heating.
When defining the scope of our data we
donot report on operations under Joint
Venture agreements, or are fully franchised,
where we do not have operational control
such as Premier Inn (UAE). For reasons
ofmateriality, small, one man, offices in the
Far East have been excluded. All other sites
throughout the world are included.
Where possible we have reported billed or
AMR (Automated Meter Reading) data. For
those operations which are currently beyond
our reporting capabilities, we have used an
estimation model based on historic budgeted
or billed usage.
In 2023/24 we continued our track record
of energy efficiency across the estate by
undertaking projects such as refrigeration
optimisation, installing improved controls
for HVAC (heating, ventilation, and air
conditioning) and utilising voltage optimisation
technology. We have continued to install
solar PV at new sites where possible and
retrofitted into six further sites. We have
also rolled out LED lighting upgrades and
utilised our remote BMS controls and
energy management software to monitor
and target sites. This year we have also
been working with our landlord sites to
start to understand which of them are using
REGO backed electricity, where they are
using REGO backed electricity, this has
been taken into account in our reporting.
We have continued the electrification of
ourkitchens in 2023/24, replacing gas
equipment with electric equivalents. This
year we have also begun work on retrofits
to operational net zero at six hotels. Of
these six, four were powered by gas and
two by LPG. All hotels will be fully powered
by renewable electricity for both heating
and hot water. To meet the new water
target set at the end of 2023/24 we have
been installing water efficient technology
across the estate.
Subsequent to the publication of our 2022/23
footprint a minor discrepancy in Scope 1
data was identified and we have amended
our 2022/23 Scope 1 and 2 footprint by
+2.4% to rectify this. The controls around
this data have been revised accordingly for
the 2023/24 footprint.
Scope 3
Our 2023/24 annual Scope 3 emissions now
stand at 447,510 Tonnes CO
2
e.
This is a reduction in intensity of 34.7%
since our baseline year of 2018/19 and an
absolute reduction of 17.5%. Versus last year,
this demonstrates a 4% increase, on an
intensitybasis.
The majority of the increase was driven by a
general increase in the volumes of products
and services procured in the business, in
line with increased business activity, impacting
categories 1a, 2 and category 3 most materially.
We have corrected our 2022/23 Scope 3
figures. This has resulted in a 13% reduction
(from 468k Tonnes CO
2
e to 406k Tonnes
CO
2
e) from our 2022/23 stated absolute
emissions. This correction was driven by
thefollowing actions:
• A correction being made for accounting
for warehousing emissions.
• A correction made for product for resale
packaging assumptions.
• A number of downstream leased assets
now included.
We identified a number of downstream
leased assets from our 2022/23 Scope 3
footprint. We have included as many of
these for which we can accurately estimate
emissions. However, we are aware that there
are some assets which are unaccounted for.
We will work in 2024/25 to ensure these
assets are measured and added into the
Scope 3 footprint.
DIRECTORS’ REPORT CONTINUED
Whitbread PLC Annual Report and Accounts 2023/24
S GOVERNANCE F O 145
2023/24 2022/23
Source of emissions Scope UK
Rest of
the world Total UK
Rest of
the world Total
Total %
change
Gas (T CO
2
e) Scope 1 45,561 1,360 46,921 48,094 1,234 49,328 -4.9%
LPG (T CO
2
e) Scope 1 2,306 0 2,306 2,590 0 2,590 -10.9%
F‑gas (T CO
2
e) Scope 1 6,845 258 7,104 6,222 0 6,222 14.2%
Business travel (T CO
2
e) Scope 1 7,376 128 7,504 6,875 129 7,004 7.1%
Total Scope 1 emissions (T CO
2
e) Scope 1 62,088 1,747 63,835 63,781 1,363 65,143
Electricity, district heating and EV Charging (Total Scope 2
locationbased) (T CO
2
e) Scope 2 76,179 12,952 89,130 66,152 9,415 75,567 14.2%
Electricity, district heating and EV Charging
(Total Scope 2 market based) (T CO
2
e) Scope 2 2,612 4,924 7,537 4,604 3,433 8,037 -6.2%
Gross emissions (location based) — 138,267 14,698 152,965 129,933 10,778 140,711 8.7%
Gross emissions (market based) — 64,700 6,671 71,372 68,385 4,796 73,181 -2.5%
Floor area (m
2
) — 2,683,524 426,530 3,110,054 2,650,020 301,043 2,951,063 5.4%
Tonnes carbon per m
2
floor area (location based) — — — 0.0492 — — 0.0477 3.2%
Tonnes carbon per m
2
floor area (market based) — — — 0.0229 — — 0.0248 -7.5%
Gas (kWh) — 249,065,184 7,434,531 256,499,715 263,472,467 6,755,772 270,228,239 -5.1%
LPG (kWh) — 10,013,931 0 10,013,931 11,243,545 0 11,243,545 -10.9%
Business travel (kWh) — 27,807,558 846,610 28,654,168 27,774,973 614,025 28,388,999 0.9%
Electricity, district heating and EV charging (kWh) — 368,074,128 47,243,369 415,317,497 342,307,377 35,040,568 377,347,945 10.1%
Self‑generated electricity via solar PV (kWh) — 3,943,108 0 3,943,107 4,416,103 0 4,416,103 -10.7%
Total (kWh) — 658,903,908 55,524,510 714,428,418 649,214,466 42,410,366 691,624,831 3.3%
Subsequent to the publication of our 2022/23 footprint a minor discrepancy in Scope 1 data was identified and we have amended our 2022/23 Scope 1 and 2 footprint by +2.4% to rectify
this. The amended data for 2022/23 has been inserted here. The controls around this data have been revised accordingly for the 2023/24 footprint.
146
Whitbread PLC Annual Report and Accounts 2023/24
GOVERNANCE
Additional Disclosures
Share capital
The table below sets out the location of information required to be disclosed in the
directors’ report (in accordance with Listing Rule 9.8.4R, and otherwise) which can be
found in other sections of this Annual Report and Accounts and is incorporated by reference:
Item Section
An indication of likely future
developments in the business
Strategic report, pages 2 to 97
Financial risk management objectives
and policies
Financial statements, Note 24 pages 197 to 199
Research and development N /A
Existence of branches N/A
Post‑balance sheet events Financial statements, Note 34, page 216
Stakeholder and employee engagement Stakeholder engagement, pages 18 to 23
Conflicts of interest Corporate governance report, pages 100 to 141
Statement of capitalised interest Financial statements, Note 8, page 181
Long‑term incentive schemes Remuneration report, pages 122 to 141
Details on Whitbread’s compliance with Disclosure Guidance and Transparency Rules 7.2
can be found on this page.
Additional information
Stakeholder engagement
Information on how the directors engage
with Whitbread’s different stakeholders,
including shareholders, employees and
customers, and on how directors have
regard to stakeholders’ interests and the
need to foster stakeholder relationships
when making decisions, can be found in the
stakeholder engagement section on pages
18 to 23.
Employment policies
Whitbread has a range of employment
policies covering such issues as diversity,
employee wellbeing and equal opportunities.
Read more on our website
www.whitbread.co.uk
Environmental policies
Whitbread businesses depend upon the
environment to operate hotels and restaurants
through the energy we use and the services
and products we provide to our customers.
Our main environmental impacts are from
the use of natural resources, water consumption
and generation of residual waste and from
GHG emissions associated with energy and
fuel use.
Whitbread’s strategic drive is provided by
the corporate responsibility Force for Good
programme which includes energy, water
and waste reduction activities. We are
committed to minimising our impact on
theenvironment, preventing pollution and
promoting good environmental practices.
Further details can be found on pages 58 to63
Employee involvement
The importance of good relations with our
teams is fundamental to our culture and the
success of our business. Across the UK and
Germany, across our sites and Support
Centres, we regularly ask all our employees
for their views, through regular pulse
surveys. Every employee has an opportunity
to participate in these surveys, and action
plans are created by site/business area.
Our Employee Forum, which we call
OurVoice, is made up of formally elected
representatives from across our hotels,
restaurants and Support Centres. Our Voice
is designed to connect our senior leaders
with our front‑line teams for two‑way
conversations about the business, ensuring
employee views are properly represented.
More detail can be found on pages 54
and55.
Our employees are actively encouraged to
take part in our Sharesave scheme, which is
available to all employees and offers an
option price discounted by 20%.
Regular internal communications are made
to all employees to ensure that they are
kept well informed about the performance
of Whitbread, and of financial and
economic factors that may affect the
Company’s performance.
Amendment of the Company’s articles
of association
Any amendments to the articles of association
of the Company may be made in accordance
with the provisions of the Companies Act
2006 by way of special resolution.
Contractual arrangements
The Group has contractual arrangements
with numerous third parties in support of
itsbusiness activities, none of which are
considered individually to be essential to its
business and, accordingly, it has not been
considered necessary for an understanding
of the development, performance or position
of the Group’s business to disclose information
about any of those third parties.
DIRECTORS’ REPORT CONTINUED
Whitbread PLC Annual Report and Accounts 2023/24
S GOVERNANCE F O 147
Post-balance sheet events
Information on post‑balance sheet events is
provided in Note 34 to the accounts.
Political donations
The Company has not made any political
donations during the year and intends to
continue its policy of not doing so for the
foreseeable future.
Auditor
Deloitte has expressed its willingness
tocontinue in office as auditor of the Company
and a resolution proposing its reappointment
will be put to shareholders at the 2024
AGM. After proper consideration, the Audit
Committee is satisfied that Deloitte
continues to be objective and independent
of the Company. In coming to this conclusion,
the Audit Committee gave full consideration
to any non‑audit work carried out by Deloitte,
and has concluded that certain services will
not be carried out by Deloitte, as outlined in
the Committee’s terms of reference.
Disclosure of information to auditor
The directors have taken all reasonable
steps to make themselves aware of relevant
audit information and to ensure that the
auditor is aware of that information. The
directors are not aware of any relevant
audit information which has not been
disclosed to the auditor.
Going concern
The Group’s business activities, together
with the factors likely to affect its future
development, performance and position,
are set out in the strategic report on pages
2 to 97. The financial position of the
Company, its cash flows, net debt and
borrowing facilities and the maturity of
those facilities are set out in the Chief
Financial Officer’s review on pages 42
to45.
In addition, there are further details in the
financial statements on the Group’s financial
risk management, objectives and policies
(Note 24) and on financial instruments
(Note 25).
The directors have outlined the assessment
approach for going concern in the accounting
policy disclosure in Note 2 of the consolidated
financial statements. Following that review,
the directors have concluded that the going
concern basis remains appropriate.
The viability statement can be found on
page72
Annual general meeting
The AGM will be held at 2.30pm on
18June2024 at Whitbread Court, Houghton
Hall Business Park, Porz Avenue, Dunstable
LU5 5XE. The Notice of Meeting is enclosed
with this report for shareholders receiving
hard copy documents and is available at
www.whitbread.co.uk for those who have
elected to receive documents electronically.
Approved by the Board on 29 April 2024
and signed.
Clare Thomas
General Counsel and Company Secretary
Registered Office:
Whitbread Court
Houghton Hall Business Park
Porz Avenue
Dunstable
Bedfordshire LU5 5XE
Registered company number: 4120344
148
Whitbread PLC Annual Report and Accounts 2023/24
GOVERNANCE
DIRECTORS’ RESPONSIBILITY STATEMENT
The directors are responsible
for preparing the Annual
Reportand Accounts in
accordance with applicable
lawand regulations.
Company law requires the directors to
prepare financial statements for each
financial year. Under that law the directors
are required to prepare the Group financial
statements in accordance with International
Accounting Standards in conformity with the
requirements of the Companies Act 2006.
The directors have also chosen to prepare
the parent company financial statements in
accordance with Financial Reporting Standard
101 Reduced Disclosure Framework. Under
company law the directors must not approve
the financial statements unless they are
satisfied that they give a true and fair view
of the state of affairs of the Company and
of the profit or loss of the Company for
thatperiod.
In preparing the parent company financial
statements, the directors are required to
select suitable accounting policies and then
apply them consistently:
• make judgements and accounting estimates
that are reasonable and prudent;
• state whether applicable UK Accounting
Standards have been followed, subject
to any material departures disclosed and
explained in the financial statements; and
• prepare the financial statements on
the going concern basis unless it is
inappropriate to presume that the
Company will continue in business.
In preparing the Group financial statements,
International Accounting Standard 1
requires that directors:
• properly select and apply accounting policies;
• present information, including accounting
policies, in a manner that provides
relevant, reliable, comparable and
understandable information;
• provide additional disclosures
when compliance with the specific
requirements in IFRS Standards are
insufficient to enable users to understand
the impact of particular transactions,
other events and conditions on the
entity’s financial position and financial
performance; and
• make an assessment of the Group’s ability
to continue as a going concern.
The directors are responsible for keeping
adequate accounting records that are
sufficient to show and explain the Company’s
transactions and disclose with reasonable
accuracy at any time the financial position
of the Company and enable them to ensure
that the financial statements comply with
the Companies Act 2006. They are also
responsible for safeguarding the assets of
the Company and hence for taking reasonable
steps for the prevention and detection of
fraud and other irregularities.
The directors are responsible for the
maintenance and integrity of the corporate
and financial information included on the
Company’s website. Legislation in the
United Kingdom governing the preparation
and dissemination of financial statements
may differ from legislation in other jurisdictions.
Responsibility statement
We confirm that to the best of our knowledge:
• the financial statements, prepared in
accordance with the relevant financial
reporting framework, give a true and fair
view of the assets, liabilities, financial
position and profit or loss of the Company
and the undertakings included in the
consolidation taken as a whole;
• the strategic report includes a fair review
of the development and performance
of the business and the position of
the Company and the undertakings
included in the consolidation taken as
a whole, together with a description of
the principal risks and uncertainties that
theyface; and
• The Annual Report and Accounts,
taken as a whole, are fair, balanced
and understandable and provide the
information necessary for shareholders
to assess the Company’s position and
performance, business model and strategy.
This responsibility statement was approved
by the Board of directors on 29 April 2024
and is signed on its behalf by:
By order of the Board
Dominic Paul
Chief Executive
Hemant Patel
Chief Financial Officer
Whitbread PLC Annual Report and Accounts 2023/24
S GOVERNANCE F O 149
INDEPENDENT LIMITED ASSURANCE REPORT
to the Directors of Whitbread Group PLC
The Directors of Whitbread
Plc (‘Entity’) engaged us to
provide limited assurance on
the Subject Matter Information
defined below.
Our assurance conclusion does not extend
to information in respect of earlier periods,
or to anyother information included in, or
linked from,the Report.
Our limited assurance
conclusion
Based on the work we have performed, as
outlined in the ‘Summary of work performed’
section of our report, and the evidence we
have obtained, nothing has come to our
attention that causes us to believe that the
Subject Matter Information, as defined below,
has not been prepared, in all material respects,
in accordance with the Applicable Criteria,
as defined below.
This conclusion is to be read in the context
of what we say in the remainder of our report,
in particular the ‘inherent limitations’ and ‘use
and distribution of our report’ explained below.
Subject Matter Information
The Subject Matter Information comprises
of the Force for Good metrics for the financial
year ending the 29 February 2024 in the
Annual Report and the Force for Good
report (‘Report’). The Force for Good
metrics in scope of our assurance are
detailed in Appendix A.
The scope of our work was limited to the
provision of limited assurance over the
Subject Matter Information.
Applicable Criteria
The criteria used to measure or evaluate the
underlying subject matter (‘Underlying
Subject Matter’) are in the 2024 Basis of
Preparation (‘Applicable Criteria’). The
Subject Matter Information needs to be
read and understood together with the
Applicable Criteria, which theEntity is
solely responsible for selecting
andapplying.
Inherent limitations
The absence of a significant body of
established practice on which to draw to
evaluate and measure non‑financial
information allows for different, but
acceptable evaluation and measurement
techniques and can affect comparability
between entities and over time. The
precision of different measurement
techniques may also vary.
Non‑financial information is subject to more
inherent limitation than financial
information, given the characteristics of the
underlying subject matter and the methods
used for determining suchinformation.
Directors’ responsibilities
The Directors of Whitbread are responsible for:
• designing, implementing and maintaining
internal controls to enable the preparation
and presentation of Subject Matter
Information that is free from material
misstatement, whether due to fraud or error;
• selecting and/or establishing suitable
Applicable
Criteria for preparing the Subject
Matter Information;
• preparing, measuring and presenting the
Subject Matter Information in accordance
with the Applicable Criteria;
• referring to or describing in the Subject
Matter Information the Applicable Criteria
used and, when it is not readily apparent
from the engagement circumstances, the
person(s) responsible for developing the
Applicable Criteria; and
• the content and preparation of the
Subject Matter Information, including
adjustments to comparative year
greenhouse gas emissions footprint,
and the associated intensity metric and
reduction percentage, as compared to
the FY16/17 base year.
Our responsibilities
Our responsibility is to independently
express a limited assurance conclusion on
the Subject Matter Information based on
the procedures we have performed and the
evidence we have obtained.
We are also responsible for:
• planning and performing the engagement
to obtain limited assurance about
whether anything has come to our
attention that causes us to believe that the
Subject Matter Information is not prepared,
in all material respects, in accordance
with the Applicable Criteria;
• assessing the suitability of the
Applicable Criteria and whether they
exhibit the characteristics of relevance,
completeness, reliability, neutrality
andunderstandability;
• forming an independent conclusion,
based on the work we have performed
and the evidence we have obtained; and
• reporting our conclusion to the Directors
ofWhitbread.
Professional standards applied
and level of assurance
We performed a limited assurance engagement
in accordance with International Standard
on Assurance Engagements (‘ISAE’) 3000
(Revised) ‘Assurance Engagements Other
Than Audits or Reviews of Historic Financial
Information’ issued by the International
Auditing and Assurance Standards Board
(‘IAASB’) and, in respect of the GHG Statement
,
in accordance with International Standard
on Assurance Engagements (‘ISAE’) 3410
‘Assurance Engagements on Greenhouse
Gas Statements’, issued by the IAASB
(‘ISAE 3410’). These standards require that
we plan and perform our engagement to
obtain limited assurance about whether
anything has come to our attention that
causes us to believe the Subject Matter
Information has not been prepared, in all
material respects, in accordance with the
Appliable Criteria.
A limited assurance engagement undertaken
in accordance with ISAE 3410 involves
assessing the suitability in the circumstances
of the Entity’s use of the Applicable Criteria
as the basis for the preparation of the
Greenhouse Gas Statement, assessing
therisks of material misstatement of the
Greenhouse Gas Statement whether due to
fraud or error, responding to the assessed
risks as necessary in the circumstances,
andevaluating
the overall presentation of
theGreenhouse Gas Statement.
150
Whitbread PLC Annual Report and Accounts 2023/24
GOVERNANCE
Professional standards applied
and level of assurance continued
A ‘limited assurance’ engagement is
substantially
less in scope than a reasonable
assurance engagement
in relation to both the
risk assessment procedures, including an
understanding of internal control, and the
procedures performed in response to the
assessed risks. The procedures performed
in a limited assurance engagement vary in
nature and timing from, and are less in
extent than for, a reasonable assurance
engagement. As a result, the level of
assurance obtained in a limited assurance
engagement is substantially lower than the
assurance that would have been obtained
had a reasonable assurance engagement
been performed. Accordingly, we do not
express a reasonable assurance opinion
about whether the Subject Matter Information
has been prepared, in all material respects,
in accordance with the Applicable Criteria.
Our independence and
qualitycontrol
We have complied with the independence
and other ethical requirements of the ethical
pronouncements in the Institute of Chartered
Accountants in England and Wales (‘ICAEW’)
Code of Ethics which are founded on the
fundamental principles of integrity, objectivity,
professional competence and due care,
confidentiality and professional behaviour
that are at least as demanding as the applicable
provisions of the IESBA International Code
of Ethics for Professional Accountants.
RSM applies the International Standard
onQuality Management (UK) 1 ‘Quality
Management for Firms that Perform Audits
or Reviews of Financial Statements, or other
Assurance or Related Services Engagements’
(‘ISQM (UK) 1’), which requires RSM to
design, implement and operate a system of
quality management including policies
orprocedures regarding compliance
withethical requirements, professional
standards and applicable legal and
regulatory requirements.
Summary of work performed
The work we perform depends on our
professional judgment and included
inquiries, observation of processes
performed, inspection of documents,
analytical procedures, recalculation,
reperformance and confirmations.
We are required to obtain an understanding
of the Underlying Subject Matter, the Entity,
its environment and the internal controls
relevant to the Underlying Subject Matter,
sufficient to identify the risk of material
misstatement of the Subject Matter
Information and to design and perform
procedures to address the assessed risks of
material misstatement in order to obtain
sufficient appropriate evidence to support
our limited assurance conclusion.
In doing so, we:
• made inquiries of Whitbread’s management
about the control environment, information
systems and results of Whitbread’s risk
assessment process;
• considered the suitability for the engagement
circumstances of Whitbread’s use of
the Applicable Criteria as the basis for
preparing the Subject Matter Information;
• assessed the appropriateness of the
Subject Matter which is measured or
evaluated against the Applicable Criteria;
• performed limited substantive testing
on a selective basis of the Underlying
Subject Matter to check that the
information had been appropriately
measured, recorded, collated, and
reported, including:
• undertook site visits at a selection of
Whitbread’s Hotels;
• agreed or reconciled the Subject Matter
to underlying records;
• reviewed the data collection and
consolidation processes used to
compile the Subject Matter,
including
the data scope and reporting boundaries;
• agreed a selection of the Subject
Matter to corresponding source
documents, including third party data;
• reperformed calculation of the
SubjectMatter;
• vouched emission factors used to
independent external sources;
• performed analytical procedures by
comparing year on year movements and
making inquiries of management to obtain
explanations for significant differences
from our developed expectations;
• evaluated whether the Subject Matter
Information adequately refers to the
Applicable Criteria; and
• considered the disclosure and presentation
of the Subject Matter Information.
In addition to the work performed over
theSubject Matter Information for 2024,
whilst not forming part of our opinion,
wehave assessed the appropriateness of
the adjustments made to the prior year
comparative greenhouse gas emissions
footprint, and the associated intensity
metric and reduction percentage as compared
to the FY16/17 base year, including
reperformance of selected calculations.
Other information
The other information comprises the
information included in the Report, other
than the Subject Matter Information and our
limited assurance report thereon. The Directors
are responsible for the other information
contained within the Report. Our limited
assurance conclusion does not cover the
other information and we do not express
any form of assurance conclusion thereon.
Our responsibility is to read the other
information to identify material inconsistencies,
if any, with the Subject Matter Information
or our limited assurance report. If, on reading
the other information, we identify such material
inconsistencies or become aware of a material
misstatement of fact in that other information
that is unrelated to matters appearing in the
Subject Matter Information or our limited
assurance report, we discuss the matter
with the Directors and take further action
asappropriate.
Use and distribution of our report
This report, including our conclusion, has
been prepared solely for the confidential
use of the Directors of Whitbread in accordance
with our engagement letter dated 13 September
and for no other purpose. To the fullest
extent permitted by law, we do not accept
or assume responsibility to anyone other
than the Directors of Whitbread as a body
and Whitbread for our work, for this limited
assurance report or for the conclusions we
have formed.
INDEPENDENT LIMITED ASSURANCE REPORT CONTINUED
to the Directors of Whitbread Group PLC
Whitbread PLC Annual Report and Accounts 2023/24
S GOVERNANCE F O 151
Appendix A: Subject Matter Information
The Subject Matter Information subject to limited assurance procedures is set out below. The Subject Matter Information are the reported
results for selected Force for Good performance measures for the 2024 reporting period. Whitbread’s Basis of Preparation 2024 lists out
the Force for Good performance measures, and reported results, as well as the Reporting Criteria used to prepare and report on the
Subject Matter Information.
Pillar Force for Good performance measure
2024 reported performance measure
(Subject Matter Information)
Opportunity
In our leadership population*:
39.8% of female representation
9.1% of ethnic minority representation
* Leadership community is defined by all roles at grades C20+
that are UK based.
In our leadership population*:
39.8% of female representation
9.1% of ethnic minority representation
* Leadership community is defined by all roles at grades C20+
that are UK based.
Opportunity
340 employees completing apprenticeship scheme in the year 340 employees completing apprenticeship scheme in the year
Opportunity
60% of promotions within Operations Management teams
were internal
60% of promotions within Operations Management teams
were internal
Opportunity
In our workforce population:
% of female representation:
Female
64.3%
Male
35.7%
% of ethnic minority representation:
Asian/Asian British 8.3%
Black/African
4.3%
Mixed Ethnic
4.6%
White
73.7%
No Record
7.7%
Prefer not to say
1.4%
In our workforce population:
% of female representation:
Female 64.3%
Male 35.7%
% of ethnic minority representation:
Asian/Asian British 8.3%
Black/African 4.3%
Mixed Ethnic 4.6%
White 73.7%
No Record 7.7%
Prefer not to say 1.4%
Opportunity
% of positive response to the question from our internal
survey – ‘Would you recommend Whitbread as a place
towork’
UK Operations:
77.5%
UK Support Centre:
71.3%
% of positive response to the question from our internal
survey – ‘Would you recommend Whitbread as a place
towork’
UK Operations:
77.5%
UK Support Centre:
71.3%
Community
£2,388,767 raised for the charity partner Great Ormond Street
in the financialyear
£2,388,767 raised for the charity partner Great Ormond Street
in the financialyear
Community
19.85% salt reduction based on 2017 baseline 19.85% salt reduction based on 2017 baseline
Community
24.1% sugar reduction based on 2021 baseline 24.1% sugar reduction based on 2021 baseline
Community
4.3% calorie reduction based on 2017 baseline 4.3% calorie reduction based on 2017 baseline
Responsibility
100% of whole shell eggs sourced from cage free sources 100% of whole shell eggs sourced from cage free sources
Responsibility
75% of eggs used as ingredients sourced from cage free hens*
* Relates to Whitbread own recipes only.
75.2% of eggs used as ingredients sourced from cage free hens*
* Relates to Whitbread own recipes only.
This report is released to the Directors on
the basis that it shall not be copied, referred
to or disclosed (in whole or in part) or used,
distributed or made available (in whole or in
part) to any other party (save as otherwise
permitted by agreed written terms), without
our express prior written consent. Without
assuming or accepting any responsibility or
liability in respect of this report to any party
other than the Directors of Whitbread as a
body and Whitbread Plc, we acknowledge
that the Directors may choose to make this
report publicly available. Any other party
that chooses to rely on this report (or any
part of it) will do so at their own risk and
RSM UK neither owes nor accepts any
responsibility or duty to those parties, and
shall not be liable for any loss, damage or
expense of whatever nature caused by their
reliance on this report for any purpose or in
any context.
Signed
RSM UK Risk Assurance Services LLP
25 Farringdon Street, London,
EC4A 4AB
29 April 2024
152
Whitbread PLC Annual Report and Accounts 2023/24
GOVERNANCE
Pillar Force for Good performance measure
2024 reported performance measure
(Subject Matter Information)
Responsibility
100% of our raw beef range in the UK is produced to a
recognised farm assurance scheme in its country of origin
100% of our raw beef range in the UK is produced to a
recognised farm assurance scheme in its country of origin
Responsibility
100% of suppliers’* risk assessed for human rights risks**
* 100% of suppliers receive a country risk assessment but
onlysuppliers over £10,000 in annual spend receive both
assessments.
** Assessments are based on both the supplier’s country of
operation and associated sector risk.
100% of suppliers’* risk assessed for human rights risks**
* 100% of suppliers receive a country risk assessment but only
suppliers over £10,000 in annual spend receive both
assessments.
** Assessments are based on both the supplier’s country of
operation and associated sector risk.
Responsibility
10% food waste reduction based on 2018/2019 baseline
yeardata
10.02% food waste reduction based on 2018/2019 baseline
year data
Responsibility
Scope 1 and 2 greenhouse gas (GHG) footprint – 71,372 tonnes
Scope 1 and 2 greenhouse gas (GHG) footprint – 71,372 tonnes
Responsibility
Scope 1 and 2 GHG reductions based on intensity metrics
based on 2016/2017 baseline year data – 54.9%
Scope 1 and 2 GHG reductions based on intensity metrics
based on 2016/2017 baseline year data – 54.96%
Responsibility
10.1% reduction in water use per person since 2019/2020 10.10% reduction in water use per person since 2019/2020
RSM UK Risk Assurance Services LLP
Two Humber Quays
Wellington Street West
Hull
HU1 2BN
United Kingdom
T +44 (0)1482 607 200
rsmuk.com
INDEPENDENT LIMITED ASSURANCE REPORT CONTINUED
to the Directors of Whitbread Group PLC
Appendix A: Subject Matter Information continued
S G FINANCIAL STATEMENTS O 153
Whitbread PLC Annual Report and Accounts 2023/24
INDEPENDENT AUDITOR’S REPORT
To the members of Whitbread PLC
Report on the audit of the financial statements
1. Opinion
In our opinion:
• the financial statements of Whitbread plc (the ‘parent company’) and its subsidiaries (the
‘Group’) give a true and fair view of the state of the Group’s and of the parent company’s
affairs as at 29 February 2024 and of the Group’s profit for the year then ended;
• the Group financial statements have been properly prepared in accordance with United
Kingdom adopted international accounting standards;
• the parent company financial statements have been properly prepared in accordance
with United Kingdom Generally Accepted Accounting Practice, including Financial
Reporting Standard 101 “Reduced Disclosure Framework”; and
• the financial statements have been prepared in accordance with the requirements of the
Companies Act 2006.
We have audited the financial statements which comprise:
• the consolidated income statement;
• the consolidated statement of comprehensive income;
• the consolidated and parent company statements of changes in equity;
• the consolidated and parent company balance sheets;
• the consolidated cash flow statement;
• the notes to the consolidated financial statements 1 to 35; and
• the notes to the parent company financial statements 1 to 9.
The financial reporting framework that has been applied in the preparation of the Group
financial statements is applicable law and United Kingdom adopted international accounting
standards. The financial reporting framework that has been applied in the preparation of
the parent company financial statements is applicable law and United Kingdom Accounting
Standards, including FRS 101 “Reduced Disclosure Framework” (United Kingdom Generally
Accepted Accounting Practice).
2. Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs
(UK)) and applicable law. Our responsibilities under those standards are further described
in the auditor’s responsibilities for the audit of the financial statements section of our report.
We are independent of the Group and the parent company in accordance with the ethical
requirements that are relevant to our audit of the financial statements in the UK, including
the Financial Reporting Council’s (the ‘FRC’s’) Ethical Standard as applied to listed public
interest entities, and we have fulfilled our other ethical responsibilities in accordance with
these requirements. The non-audit services provided to the Group and parent company for
the year are disclosed in note 5 to the financial statements. We confirm that we have not
provided any non-audit services prohibited by the FRC’s Ethical Standard to the Group or
the parent company.
We believe that the audit evidence we have obtained is sufficient and appropriate to
provide a basis for our opinion.
3. Summary of our audit approach
Key audit matters The key audit matter that we identified in the current year was:
• Impairment and impairment reversals of property, plant and
equipment and right-of-use assets:
• Sites impacted by the plan to optimise the Food and
Beverage (“F&B”) offering, referred to as Accelerating
GrowthProgramme (“AGP”); and
• Sites in Germany
Materiality We have determined materiality for the Group financial statements
to be £28.0 million (2023: £20.0 million), which represents 5.0% of
adjusted profit before tax and 6.2% of statutory profit before tax.
Scoping We focused our Group audit scoping primarily on all significant
trading entities at Premier Inn in the UK and Group head office,
with specified audit procedures performed on certain financial
statement line items for the Germany business. These locations
account for 93.0% of the Group’s revenues.
Significant changes in
our approach
There were no significant changes in our overall approach in
thecurrent year. We continued to identify a key audit matter in
relation to impairment and impairment reversals of property,
plantand equipment and right-of-use assets, however the focus
inthe current year has been adjusted to reflect key changes in
thebusiness (being sites impacted by the AGP and performance
of the German business).
Whitbread PLC Annual Report and Accounts 2023/24
154 FINANCIAL STATEMENTS
INDEPENDENT AUDITOR’S REPORT CONTINUED
To the members of Whitbread PLC
Report on the audit of the financial statements continued
4. Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors’ use of the going
concern basis of accounting in the preparation of the financial statements is appropriate.
Our evaluation of the directors’ assessment of the Group’s and parent company’s ability to
continue to adopt the going concern basis of accounting included:
• Obtained an understanding of the processes and controls underpinning directors
forecasting of financial performance and cashflow;
• Obtained confirmation of the financing facilities including nature of facilities, repayment
terms and covenants;
• Assessed the reasonableness of the assumptions used in business plan and considered
the impact of the cost of living crisis and macroeconomic environment;
• Tested the clerical accuracy and assessed the models used to the prepare the business
plans; this work included obtaining an understanding of the relevant controls over
directors model;
• Considered the amount of headroom in the business plans with regards to liquidity
andcovenants;
• Assessed the sensitivity of the headroom in directors business plans; and
• Assessed the appropriateness of the Group’s disclosure concerning the going concern
basis of preparation.
Based on the work we have performed, we have not identified any material uncertainties
relating to events or conditions that, individually or collectively, may cast significant doubt
on the Group’s and parent company’s ability to continue as a going concern for a period of
at least twelve months from when the financial statements are authorised for issue.
In relation to the reporting on how the Group has applied the UK Corporate Governance
Code, we have nothing material to add or draw attention to in relation to the directors’
statement in the financial statements about whether the directors considered it appropriate
to adopt the going concern basis of accounting.
Our responsibilities and the responsibilities of the directors with respect to going concern
are described in the relevant sections of this report.
5. Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most
significance in our audit of the financial statements of the current period and include the
most significant assessed risks of material misstatement (whether or not due to fraud) that
we identified. These matters included those which had the greatest effect on: the overall
audit strategy; the allocation of resources in the audit; and directing the efforts of the
engagement team.
These matters were addressed in the context of our audit of the financial statements as a
whole, and in forming our opinion thereon, and we do not provide a separate opinion on
these matters.
5.1. Impairment and impairment reversals of property, plant and equipment and
right-of-use assets
Key audit
matter
description
As described in Note 14 (Impairment), Note 13 (Property, plant and equipment),
and Note 22 (Lease Agreements), the Group held £4,627.9 million
(2023:£4,554.2 million) of Property, plant and equipment and £3,597.0 million
(2023: £3,504.6) ofRight-of-use assets at 29 February 2024.
Under IAS 36 Impairment of Assets (IAS 36), the Group is required to
complete an impairment review of its site portfolio where there are
indicators of impairment.
Sites impacted by the plan to optimise the Food and Beverage (“F&B”)
offering, referred to as Accelerating Growth Programme (“AGP”)
In the current year, as part of the AGP, a number of F&B sites will be
disposed of (through agreed transactions or future sales) with further
sitesbeing converted into new hotel rooms. The impact of these strategy
changes has led to an increase in the judgement and complexity in the
impairment assessment relating to these sites. The Group has recognised
atotal impairment charge of £84.3m and reversal of impairment of £7.3m
relating to the sites impacted by the AGP.
Sites in Germany
In Germany, the business has updated its cash flow assumptions in the
current period to reflect its position in the market as it looks to increase its
brand presence and the expected performance of the business going forward.
Impairment losses of £32.2 million (2023: £30.8 million) have been recognised
across these specific sites.
S G FINANCIAL STATEMENTS O 155
Whitbread PLC Annual Report and Accounts 2023/24
Key audit
matter
description
continued
Overall
The net impairment charge for the year of £107.5 million (£75.3 million from
the UK impairment assessment and £32.2 million from the Germany
impairment assessment) has been recognised through the consolidated
income statement, within Adjusting items (Note 6).
Estimation and judgements are required in determining the recoverable
amount of the Group’s portfolio of sites. There is a risk that the carrying
value of sites (including the Property, Plant and Equipment and Right-of-use
assets) may be higher than the recoverable amount, which would indicate
an impairment is required. There is also a risk that the recoverable value of
previously impaired sites is higher than the carrying value, which would
indicate an impairment reversal is required. Where an impairment review is
performed, the recoverable amount is determined based on the higher of
‘value-in-use’ or ‘fair value less costs of disposal’ (which is determined
through the use of either a discounted cash flow method using a market
based discount rate or an industry valuation methodology).
For sites which are planned for disposal as part of the AGP, Management
has determined that a portion of these sites meet the classification criteria
as held for sale per IFRS 5 Non-current Assets Held for Sale and
Discontinued Operations (“IFRS 5”). When sites are held for sale, they must
be held at the lower of carrying amount and fair value less costs to sell, with
any impairment or impairment reversal recognised. The fair value has been
determined based on current prices in an active market for similar
properties.
Report on the audit of the financial statements continued
5. Key audit matters continued
5.1. Impairment and impairment reversals of property, plant and equipment and
right-of-use assets
Estimates and judgements are required in assessing the appropriate
treatment under IAS 36, IFRS 5 and IFRS 13 Fair Measurement (“IFRS 13”),
which are set out below:
• Determining the cash-generating units (“CGUs”) that show indicators
of impairment or impairment reversal. A CGU is determined to be each
individual trading outlet;
• Calculation of the appropriate discount and long-term growthrates;
• Estimates of future trading earnings and cash flow projections, including
the impact of changes caused by the committed actions of the AGP;
• Assessing whether sites to be disposed of as part of AGP meet the criteria
of held for sale as per IFRS5;
• Estimating the fair value of property assets to be disposed of;
• Assessing the future growth profile of sites which have not yet
reachedmaturity;
• Considering the appropriateness of the valuation methodology, as well as
inputs to these;and
• Estimating a reasonable possible change in assumptions for the purpose
of sensitivity analysis.
The Group’s accounting policy on impairment, the critical judgements and
key sources ofestimation uncertainty in relation to impairment testing are
disclosed in the financial statements. In addition, Impairment testing –
property, plant and equipment and right-of-use assets is also a significant
matter considered by the Audit Committee, as discussed on page117.
Whitbread PLC Annual Report and Accounts 2023/24
156 FINANCIAL STATEMENTS
INDEPENDENT AUDITOR’S REPORT CONTINUED
To the members of Whitbread PLC
How the
scope of our
audit
responded to
the key audit
matter
In response to the identified key audit matter, the following audit
procedures have been performed:
• Obtained an understanding of the key controls relating to the
impairment review process and determination of cash flow forecasts;
• Challenged the valuation methodologies adopted to identify impairment
indicators, including the consistency of these with the requirements of
IAS 36, IFRS 5 and IFRS 13;
• Tested the mechanical accuracy of the impairment models, with input
from our analytics and modelling specialists;
• Assessed the completeness of CGUs displaying impairment indicators
or impairment reversal indicators by challenging a sample of CGUs for
which no indicators had been identified;
• Assessed the appropriateness of the discount rates applied in
conjunction with our internal valuation specialists and compared the
rates applied with our internal benchmarking data;
• Performed testing on a sample of sites where impairment had been
recognised, sites where impairment had been indicators identified,
butno impairment recognised and sites which indicated an impairment
reversal was required; we challenged the individual circumstances of
these sites and whether the rationale for conclusion was appropriate.
Inorder to perform this assessment, we reviewed the trading history
ofthe site, understood its current performance with reference to
marketdata and challenged the appropriateness of UK-wide forecasts
being applied, where appropriate;
• Assessed the sensitivity analysis performed by management; and
• Assessed the completeness and accuracy of disclosures within the
financial statements with reference to relevant IFRS requirements.
In addition to the above, we have performed the following procedures in
response to sites impacted by the AGP:
• Assessed the appropriateness of forecast cash flows (including the
impact of AGP) through comparison to board approved plans with
reference to historical forecasting accuracy and external market data
(such as industry forecasts);
Report on the audit of the financial statements continued
5. Key audit matters continued
5.1. Impairment and impairment reversals of property, plant and equipment and
right-of-use assets
• Assessed the appropriateness of the fair value of property assets to
be disposed of in conjunction with our internal real estate specialists
and compared valuations to external comparable transactions or offers
received; and
• Assessed whether sites to be disposed of under the AGP meet the
criteria of held for sale as per IFRS 5.
Key
observations
Based on the audit procedures performed, we are satisfied that the
impairment and impairment reversals recognised in the year are
appropriate. We consider the disclosures, including the sensitivities in
Note14, to be appropriate.
6. Our application of materiality
6.1. Materiality
We define materiality as the magnitude of misstatement in the financial statements that
makes it probable that the economic decisions of a reasonably knowledgeable person
would be changed or influenced. We use materiality both in planning the scope of our audit
work and in evaluating the results of our work.
Based on our professional judgement, we determined materiality for the financial
statements as a whole as follows:
Group financial statements Parent company financial statements
Materiality £28.0 million (2023: £20.0 million) £23.8 million (2023: £16.6 million)
Basis for
determining
materiality
We have determined materiality to be
£28.0 million, which represents 5.0%
of adjusted profit before tax and
6.2%of statutory profit before tax.
Determined materiality in the prior
year represented 4.8% of adjusted
profit before tax and 5.3% of statutory
profit before tax
Materiality was determined on
the basis of the parent
company’s net assets. This was
then capped at 85% of Group
materiality. In the prior year, this
was then capped at 85% of
Group materiality.
Rationale for the
benchmark
applied
In determining the benchmark for the
current year, we have considered the
focus of the users of the financial
statements on the Group’s trading
performance and determined that
adjusted profit before tax is the most
appropriate benchmark. The use of
adjusted profit before tax is consistent
with our approach in prior year.
The entity is non-trading and
contains an investment in all of
the Group’s trading components
and as a result, in line with prior
year, we have determined
materiality using net assets our
benchmark for the current year.
S G FINANCIAL STATEMENTS O 157
Whitbread PLC Annual Report and Accounts 2023/24
Report on the audit of the financial statements continued
6. Our application of materiality continued
6.1. Materiality continued
Adjusted PBT  Group Materiality
Adjusted PBT
£561m
Group materiality £28m
Component materiality
range £11m to £24m
Audit Committee reporting
threshold £1.40m
6.2. Performance materiality
We set performance materiality at a level lower than materiality to reduce the probability
that, in aggregate, uncorrected and undetected misstatements exceed the materiality for
the financial statements as a whole.
Group financial statements Parent company financial statements
Performance
materiality
70% (2023: 70%) of
Groupmateriality
70% (2023: 70%) of parent
company materiality
Basis and rationale
fordetermining
performance
materiality
In determining performance materiality, we considered the
followingfactors:
• Our risk assessment, including our assessment of the Group’s overall
control environment;
• Our cumulative knowledge of the Group, including the nature,
quantum and volume of corrected and uncorrected misstatements
in prior periods.
6.3. Error reporting threshold
We agreed with the Audit Committee that we would report to the Committee all audit
differences in excess of £1.4 million (2023: £1.0 million), as well as differences below that
threshold that, in our view, warranted reporting on qualitative grounds. We also report to
the Audit Committee on disclosure matters that we identified when assessing the overall
presentation of the financial statements.
7. An overview of the scope of our audit
7.1. Identification and scoping of components
Our Group audit was scoped by obtaining an understanding of the Group and its
environment, including Group-wide controls and assessing the risks of material
misstatement at the Group level.
Components were selected to provide an appropriate basis for undertaking audit work to
address the risks of material misstatement.
Based on our assessment, we have focused our audit on the UK business, which was
subject to full audit procedures, and performed specified audit procedures on certain
financial statement line items in the German business. This work was performed by the
Group audit team, with the assistance of component auditors in Germany. In terms of
coverage, we have performed full audit scope procedures covering 93.0% of the Group’s
revenues and 99.8% of total assets within the Group. For the UK business, component
materiality was assessed at £26.6m and for Germany this was assessed at £11.2m.
At the Group level, we also tested the consolidation process and carried out analytical
review procedures to confirm our conclusion that there were no significant risks of material
misstatement of the aggregated financial information of the remaining components not
subject to audit or specified audit procedures. We have also performed analytical review
procedures on other wholly owned and joint venture businesses.
Review at group level 7%
Full audit scope 93%
Review at group level 0%
Full audit scope 100%
Revenue Total assets
Whitbread PLC Annual Report and Accounts 2023/24
158 FINANCIAL STATEMENTS
INDEPENDENT AUDITOR’S REPORT CONTINUED
To the members of Whitbread PLC
Report on the audit of the financial statements continued
7. An overview of the scope of our audit continued
7.2. Our consideration of the control environment
The Whitbread IT landscape contains a number of IT systems, applications and tools used
to support business processes and for reporting. In line with our scoping of components
(refer to section 7.1) our work in relation to IT controls focuses on the UK component. We
perform an independent risk assessment of the systems, applications and tools to determine
those which are of greatest relevance to the Group’s financial reporting, including those
that contain system configured automated controls that host financially relevant data and
associated reports. In addition, we tested the relevant manual business controls alongside
the automated controls.
With involvement from our IT specialists, we performed testing of General IT Controls
(“GITCs”) of these systems, typically covering controls over user access management,
change management and interfaces with other systems relating to in scope IT systems
(including Oracle Fusion) as well as controls over key reports generated from the IT systems
and their supporting infrastructure (database and operating system). We also performed
certain procedures over the new hotel management system implemented this year.
In order to evaluate IT controls, we performed walkthrough procedures of relevant controls
in key business cycles, including revenue, property, plant and equipment, intangible assets
and expenditure (processed through Oracle Fusion) to understand whether the purpose of
the control was effectively designed to address the IT related risk. We then performed
testing of the relevant controls across the audit period, to determine whether the control
had been consistently applied as designed.
Our procedures enabled us to place reliance on IT controls, as planned, in the audit
approach across a number of business cycles, where audit quality and effectiveness are
enhanced by doing so. Based on the testing performed, we adopted a controls reliance
approach over the processes supporting revenue, expenditure (processed through Oracle
Fusion), additions to property plant and equipment and intangible assets.
7.3. Our consideration of climate-related risks
As described on pages 74 and 97, the Group has assessed the risks and opportunities
associated with various future climate-related scenarios. The Group’s full Task Force on
Climate-Related disclosures report outlines the process they have taken to identify the
principal climate-related issues which have affected and will potentially affect the business.
We have considered the Group’s assessment of the impact of these risks and the opportunities
on the financial statements and their conclusion that there is no material impact on the
financial performance and position of the Group (as described in Note 2 to the
financialstatements).
As part of our risk assessment procedures, we have performed the following:
• Obtained an understanding of the Group’s process and controls in considering the
impact of climate risks;
• Performed enquiries of management and those charged with governance to understand
the impact of climate-related risks;
• Assessed whether the risks identified by the entity are complete and consistent with our
understanding of the entity;
• Performed a review of the climate change risk assessment and related documentation
prepared by management and read the Task Force on Climate-related financial disclosures
report on page 74 to consider whether they are materially consistent with the financial
statements and our knowledge obtained in the audit; and
• Evaluated whether appropriate disclosures have been made in relation to climate-related
risks in the financial statements.
7.4. Working with other auditors
The Group audit team is responsible for the scope and direction of the audit process and
provides direct oversight, review and coordination of our component audit teams. During
the current year we engaged component auditors from the Deloitte member firm in Germany
to perform specific procedures on the German entities. This approach allowed us to engage
local auditors who have appropriate knowledge of local regulations to perform this audit
work. We issued detailed instructions to the component auditor and directed and
supervised their work.
We interacted regularly with the component Deloitte team during each stage of the audit
and reviewed key working papers. We maintained continuous and open dialogue with our
component teams in addition to holding formal meetings so that we were fully aware of
their progress and results of their procedures.
8. Other information
The other information comprises the information included in the annual report, strategic
report on pages 2 to 74 and the governance reports on pages 98 to 149, other than the
financial statements and our auditor’s report thereon. The directors are responsible for the
other information contained within the annual report.
Our opinion on the financial statements does not cover the other information and, except
to the extent otherwise explicitly stated in our report, we do not express any form of
assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider whether the
other information is materially inconsistent with the financial statements or our knowledge
obtained in the course of the audit, or otherwise appears to be materially misstated.
S G FINANCIAL STATEMENTS O 159
Whitbread PLC Annual Report and Accounts 2023/24
Report on the audit of the financial statements continued
8. Other information continued
If we identify such material inconsistencies or apparent material misstatements, we are
required to determine whether this gives rise to a material misstatement in the financial
statements themselves. If, based on the work we have performed, we conclude that there
isa material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
9. Responsibilities of directors
As explained more fully in the directors’ responsibilities statement, the directors are responsible
for the preparation of the financial statements and for being satisfied that they give a true
and fair view, and for such internal control as the directors determine is necessary to enable
the preparation of financial statements that are free from material misstatement, whether
due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the
Group’s and the parent company’s ability to continue as a going concern, disclosing as
applicable, matters related to going concern and using the going concern basis of
accounting unless the directors either intend to liquidate the Group or the parent company
or to cease operations, or have no realistic alternative but to do so.
10. Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements
as a whole are free from material misstatement, whether due to fraud or error, and to issue
an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance,
but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always
detect a material misstatement when it exists. Misstatements can arise from fraud or error
and are considered material if, individually or in the aggregate, they could reasonably be
expected to influence the economic decisions of users taken on the basis of these
financialstatements.
A further description of our responsibilities for the audit of the financial statements is
located on the FRC’s website at: www.frc.org.uk/auditorsresponsibilities. This description
forms part of our auditor’s report.
11. Extent to which the audit was considered capable of detecting irregularities,
including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations.
We design procedures in line with our responsibilities, outlined above, to detect material
misstatements in respect of irregularities, including fraud. The extent to which our
procedures are capable of detecting irregularities, including fraud is detailed below.
11.1. Identifying and assessing potential risks related to irregularities
In identifying and assessing risks of material misstatement in respect of irregularities,
including fraud and non-compliance with laws and regulations, we considered the following:
• the nature of the industry and sector, control environment and business performance
including the design of the Group’s remuneration policies, key drivers for directors’
remuneration, bonus levels and performance targets;
• results of our enquiries of management, internal audit, the directors and the audit
committee about their own identification and assessment of the risks of irregularities,
including those that are specific to the Group’s sector;
• any matters we identified having obtained and reviewed the Group’s documentation of
their policies and procedures relating to:
• identifying, evaluating and complying with laws and regulations and whether they were
aware of any instances of non-compliance;
• detecting and responding to the risks of fraud and whether they have knowledge of
any actual, suspected or alleged fraud; and
• the internal controls established to mitigate risks of fraud or non-compliance with laws
and regulations;
• the matters discussed among the audit engagement team including the component audit
team in Germany, and relevant internal specialists, including tax, valuations, pensions, IT,
real estate, and industry specialists regarding how and where fraud might occur in the
financial statements and any potential indicators of fraud.
As a result of these procedures, we considered the opportunities and incentives that may
exist within the organisation for fraud and identified the greatest potential for fraud in the
following areas: Impairment and impairment reversals of property, plant and equipment
and right-of-use assets. In common with all audits under ISAs (UK), we are also required to
perform specific procedures to respond to the risk of management override.
We also obtained an understanding of the legal and regulatory framework that the Group
operates in, focusing on provisions of those laws and regulations that had a direct effect on
the determination of material amounts and disclosures in the financial statements. The key
laws and regulations we considered in this context included the UK Companies Act, Listing
Rules, pensions legislation, UK corporate governance legislation and tax legislation.
In addition, we considered provisions of other laws and regulations that do not have a
direct effect on the financial statements but compliance with which may be fundamental to
the Group’s ability to operate or to avoid a material penalty.
Whitbread PLC Annual Report and Accounts 2023/24
160 FINANCIAL STATEMENTS
INDEPENDENT AUDITOR’S REPORT CONTINUED
To the members of Whitbread PLC
Report on the audit of the financial statements continued
11. Extent to which the audit was considered capable of detecting irregularities,
including fraud continued
11.2. Audit response to risks identified
As a result of performing the above, we identified Impairment and impairment reversals of
property, plant and equipment and right-of-use assets as a key audit matter related to the
potential risk of fraud. The key audit matters section of our report explains the matter in
more detail and also describes the specific procedures we performed in response to that
key audit matter.
In addition to the above, our procedures to respond to risks identified included the following:
• reviewing the financial statement disclosures and testing to supporting documentation to
assess compliance with provisions of relevant laws and regulations described as having a
direct effect on the financial statements;
• enquiring of management, the audit committee and General Counsel concerning actual
and potential litigation and claims;
• performing analytical procedures to identify any unusual or unexpected relationships that
may indicate risks of material misstatement due to fraud;
• reading minutes of meetings of those charged with governance, reviewing internal audit
reports and reviewing correspondence with relevant tax authorities; and
• in addressing the risk of fraud through management override of controls, testing
the appropriateness of journal entries and other adjustments; assessing whether the
judgements made in making accounting estimates are indicative of a potential bias;
and evaluating the business rationale of any significant transactions that are unusual or
outside the normal course of business.
We also communicated relevant identified laws and regulations and potential fraud risks to
all engagement team members including internal specialists and significant component
audit teams, and remained alert to any indications of fraud or non-compliance with laws
and regulations throughout the audit.
Report on other legal and regulatory requirements
12. Opinions on other matters prescribed by the Companies Act 2006
In our opinion the part of the directors’ remuneration report to be audited has been
properly prepared in accordance with the Companies Act 2006.
In our opinion, based on the work undertaken in the course of the audit:
• the information given in the strategic report and the directors’ report for the financial
year for which the financial statements are prepared is consistent with the financial
statements; and
• the strategic report and the directors’ report have been prepared in accordance with
applicable legal requirements.
In the light of the knowledge and understanding of the Group and the parent company and
their environment obtained in the course of the audit, we have not identified any material
misstatements in the strategic report or the directors’ report.
13. Corporate Governance Statement
The Listing Rules require us to review the directors’ statement in relation to going concern,
longer-term viability and that part of the Corporate Governance Statement relating to the
Group’s compliance with the provisions of the UK Corporate Governance Code specified for
our review.
Based on the work undertaken as part of our audit, we have concluded that each of the
following elements of the Corporate Governance Statement is materially consistent with
the financial statements and our knowledge obtained during the audit:
• the directors’ statement with regards to the appropriateness of adopting the going concern
basis of accounting and any material uncertainties identified set out on page 154;
• the directors’ explanation as to its assessment of the Group’s prospects, the period this
assessment covers and why the period is appropriate set out on page 72;
• the directors’ statement on fair, balanced and understandable set out on page 64;
• the board’s confirmation that it has carried out a robust assessment of the emerging and
principal risks set out on page 64;
• the section of the annual report that describes the review of effectiveness of risk
management and internal control systems set out on page 64; and
• the section describing the work of the Audit Committee set out on page 116.
14. Matters on which we are required to report by exception
14.1. Adequacy of explanations received and accounting records
Under the Companies Act 2006 we are required to report to you if, in our opinion:
• we have not received all the information and explanations we require for our audit; or
• adequate accounting records have not been kept by the parent company, or returns
adequate for our audit have not been received from branches not visited by us; or
• the parent company financial statements are not in agreement with the accounting
records and returns.
We have nothing to report in respect of these matters.
14.2. Directors’ remuneration
Under the Companies Act 2006 we are also required to report if in our opinion certain
disclosures of directors’ remuneration have not been made or the part of the directors’
remuneration report to be audited is not in agreement with the accounting records and returns.
We have nothing to report in respect of these matters.
S G FINANCIAL STATEMENTS O 161
Whitbread PLC Annual Report and Accounts 2023/24
Report on other legal and regulatory requirements continued
15. Other matters which we are required to address
15.1. Auditor tenure
Following the recommendation of the audit committee, we were appointed by members
on21 June 2015 to audit the financial statements for the year ending 3 March 2016 and
subsequent financial periods. The period of total uninterrupted engagement including
previous renewals and reappointments of the firm is 9 years, covering the years ending 3
March 2016 to 29 February 2024.
15.2. Consistency of the audit report with the additional report to the
AuditCommittee
Our audit opinion is consistent with the additional report to the audit committee we are
required to provide in accordance with ISAs (UK).
16. Use of our report
This report is made solely to the parent company’s members, as a body, in accordance with
Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so
that we might state to the parent company’s members those matters we are required to
state to them in an auditor’s report and for no other purpose. To the fullest extent
permitted by law, we do not accept or assume responsibility to anyone other than the
parent company and the parent company’s members as a body, for our audit work, for this
report, or for the opinions we have formed.
As required by the Financial Conduct Authority (FCA) Disclosure Guidance and
Transparency Rule (DTR) 4.1.15R – DTR 4.1.18R, these financial statements form part of the
Electronic Format Annual Financial Report filed on the National Storage Mechanism of the
FCA in accordance with DTR 4.1.15R – DTR 4.1.18R. This auditor’s report provides no
assurance over whether the Electronic Format Annual Financial Report has been prepared
in compliance with DTR 4.1.15R – DTR 4.1.18R.
Kate J Houldsworth FCA
(Senior statutory auditor)
For and on behalf of Deloitte LLP
Statutory Auditor
London, UK
29 April 2024
Whitbread PLC Annual Report and Accounts 2023/24
162 FINANCIAL STATEMENTS
CONSOLIDATED INCOME STATEMENT
Year ended 29 February 2024
52 weeks to 29 February 2024
52 weeks to 2 March 2023
BeforeAdjusting BeforeAdjusting
adjusting items adjusting items
items(Note 6)Statutory items(Note 6)Statutory
Notes£m£m£m£m£m£m
Continuing operations
Revenue
3
2,959.9
—
2,959.9
2,625.2
—
2,625.2
Other income
4
6.7
6.9
13.6
8.0
4.7
12.7
Operating costs
5
(2,296.5)
(125.2)
(2,421.7)
(2,090.5)
(43.2)
(2,133.7)
Impairment ofloans to jointventures
16
—
—
—
(1.5)
—
(1.5)
Operating profit before joint ventures
3
670.1
(118.3)
551.8
541.2
(38.5)
502.7
Share of profit from jointventures
16
4.1
8.9
13.0
2.3
—
2.3
Operating profit
3
674.2
(109.4)
564.8
543.5
(38.5)
505.0
Finance costs
8
(179.3)
—
(179.3)
(166.9)
—
(166.9)
Finance income
8
66.2
—
66.2
36.8
—
36.8
Profit before tax
3
561.1
(109.4)
451.7
413.4
(38.5)
374.9
Tax expense
9
(159.9)
20.3
(139.6)
(85.2)
(10.9)
(96.1)
Profit forthe year
401.2
(89.1)
312.1
328.2
(49.4)
278.8
Earnings per share
(Note 10)
52 weeks to 29 February 2024
52 weeks to 2 March 2023
pence
pence
pence
pence
pence
pence
Basic
206.9
(45.9)
161.0
162.9
(24.5)
138.4
Diluted
205.5
(45.6)
159.9
161.8
(24.3)
137.5
S G FINANCIAL STATEMENTS O 163
Whitbread PLC Annual Report and Accounts 2023/24
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
Year ended 29 February 2024
52 weeks to52 weeks to
29 February2 March
20242023
Notes£m£m
Profit for the year
312.1
278.8
Items that will not be reclassified to the income statement:
Remeasurement loss on defined benefitpensionscheme
32
(188.2)
(223.6)
Current tax on defined benefit pension scheme
9
(10.0)
0.7
Deferred tax on defined benefit pension scheme
9
59.5
54.7
(138.7)
(168.2)
Items that may be reclassified subsequently totheincomestatement:
Net loss on cash flow hedges
25
(14.6)
(1.3)
Deferred tax on cash flow hedges
9
4.3
—
Net gain/(loss) on hedge of a net investment
25
10.4
(22.2)
Current tax on hedge of a net investment
9
(1.2)
—
Deferred tax on hedge of a net investment
9
—
2.1
Cost of hedging
25
1.1
1.1
—
(20.3)
Exchange differences on translation of foreign operations
(21.7)
37.3
Current tax on exchange differences on translation offoreign operations
9
2.7
—
Deferred tax on exchange differences on translation offoreign operations
9
—
(4.0)
(19.0)
33.3
Other comprehensive loss for the year, net of tax
(157.7)
(155.2)
Total comprehensive income for the year, net of tax
154.4
123.6
Whitbread PLC Annual Report and Accounts 2023/24
164 FINANCIAL STATEMENTS
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Year ended 29 February 2024
Capital Currency
redemption Retained translation
Share capitalShare premiumreserveearningsreserveOther reservesTotal
(Note 27)(Note 28)(Note 28)(Note 28)(Note 28)(Note 28)equity
£m£m£m£m£m£m£m
At 2 March 2023
164.9
1,026.6
50.2
5,230.1
35.0
(2,395.4)
4,111.4
Profit for theyear
—
—
—
312.1
—
—
312.1
Other comprehensive loss
—
—
—
(138.7)
(9.1)
(9.9)
(157.7)
Total comprehensive income
—
—
—
173.4
(9.1)
(9.9)
154.4
Ordinary shares issued on exercise of employee shareoptions (Note27)
0.2
5.2
—
—
—
—
5.4
Loss on ESOT shares issued
—
—
—
(6.4)
—
6.4
—
Accrued share-based payments (Note31)
—
—
—
15.8
—
—
15.8
Tax on share-based payments
—
—
—
0.5
—
—
0.5
Equity dividends paid (Note 11)
—
—
—
(164.7)
—
—
(164.7)
Share buyback, commitment and cancellation
(13.3)
—
13.3
(603.4)
—
—
(603.4)
At 29 February 2024
151.8
1,031.8
63.5
4,645.3
25.9
(2,398.9)
3,519.4
Capital Currency
redemption Retained translation
Share capitalShare premiumreserveearningsreserveOther reservesTotal
(Note 27)(Note 28)(Note 28)(Note 28)(Note 28)(Note 28)equity
£m£m£m£m£m£m£m
At 3 March 2022
164.8
1,024.7
50.2
5,225.3
24.3
(2,370.3)
4,119.0
Profit for theyear
—
—
—
278.8
—
—
278.8
Other comprehensive (loss)/income
—
—
—
(168.2)
10.7
2.3
(155.2)
Total comprehensive income
—
—
—
110.6
10.7
2.3
123.6
Ordinary shares issued on exercise of employee shareoptions (Note27)
0.1
1.9
—
—
—
—
2.0
Loss on ESOT shares issued
—
—
—
(4.3)
—
4.3
—
Accrued share-based payments (Note31)
—
—
—
17.7
—
—
17.7
Tax on share-based payments
—
—
—
(0.1)
—
—
(0.1)
Equity dividends paid
—
—
—
(119.1)
—
—
(119.1)
Purchase of ESOT shares
—
—
—
—
—
(31.7)
(31.7)
At 2 March 2023
164.9
1,026.6
50.2
5,230.1
35.0
(2,395.4)
4,111.4
S G FINANCIAL STATEMENTS O 165
Whitbread PLC Annual Report and Accounts 2023/24
CONSOLIDATED BALANCE SHEET
At 29 February 2024
29 February 2 March
20242023
Notes£m£m
Assets
Intangible assets
12
185.0
179.6
Right-of-use assets
22
3,597.0
3,504.6
Property, plant and equipment
13
4,627.9
4,554.2
Investment in joint ventures
16
50.8
48.2
Derivative financial instruments
25
3.8
—
Defined benefit pension surplus
32
165.2
324.7
Total non-current assets
8,629.7
8,611.3
Inventories
17
21.2
21.7
Trade and other receivables
18
119.3
141.8
Cash and cash equivalents
19
696.7
1,164.8
Total current assets
837.2
1,328.3
Assets classified as held for sale
15
54.4
3.2
Total assets
9,521.3
9,942.8
Liabilities
Lease liabilities
22
155.6
144.1
Provisions
23
10.3
20.2
Derivative financial instruments
25
11.5
—
Current tax liabilities
10.2
4.6
Trade and other payables
26
670.5
676.7
Other financial liabilities
27
12.3
—
Total current liabilities
870.4
845.6
Borrowings
20
994.9
993.4
Lease liabilities
22
3,942.8
3,814.3
Provisions
23
8.3
8.3
Derivative financial instruments
25
4.4
7.8
Deferred tax liabilities
9
181.1
158.2
Trade and other payables
26
—
3.8
Total non-current liabilities
5,131.5
4,985.8
Total liabilities
6,001.9
5,831.4
Net assets
3,519.4
4,111.4
29 February 2 March
20242023
Notes£m£m
Equity
Share capital
27
151.8
164.9
Share premium
28
1,031.8
1,026.6
Capital redemption reserve
28
63.5
50.2
Retained earnings
28
4,645.3
5,230.1
Currency translation reserve
28
25.9
35.0
Other reserves
28
(2,398.9)
(2,395.4)
Total equity
3,519.4
4,111.4
Dominic Paul Hemant Patel
Chief Executive Chief Financial Officer
29 April 2024
Whitbread PLC Annual Report and Accounts 2023/24
166 FINANCIAL STATEMENTS
CONSOLIDATED CASH FLOW STATEMENT
Year ended 29 February 2024
52 weeks to 52 weeks to
29 February 2 March
20242023
Notes£m£m
Cash generated from operations
29
1,086.7
996.3
Payments against provisions
(5.0)
(2.7)
Defined benefit pension payments
32
(17.5)
(15.7)
Interest paid – lease liabilities
22
(154.9)
(138.7)
Interest paid – other
(26.3)
(32.0)
Interest received
48.2
22.6
Corporation taxes paid
(53.3)
(29.9)
Net cash flows from operating activities
877.9
799.9
Cash flows used in investing activities
Purchase of property, plant andequipment
3
(479.9)
(482.0)
Proceeds from disposal of property, plantandequipment
56.9
59.6
Investment in intangible assets
3
(28.6)
(36.8)
Payment of deferred and contingentconsideration
26
—
(25.3)
Loans advanced to joint ventures
16
—
(1.5)
Distributions received from joint ventures
16
7.7
—
Net cash flows used in investingactivities
(443.9)
(486.0)
Cash flows used in financing activities
Proceeds from issue of shares on exercise of employee share options
27
5.4
2.0
Payment of facility fees
(0.8)
(4.2)
Net lease incentives (paid)/received
(2.7)
3.5
Payment of principal of lease liabilities
(147.1)
(133.9)
Purchase of own shares for ESOT
28
—
(31.7)
Purchase of own shares, including transaction costs
27
(591.1)
—
Dividends paid
11
(164.7)
(119.1)
Net cash flows used in financing activities
(901.0)
(283.4)
Net (decrease)/increase in cash and cash equivalents
21
(467.0)
30.5
Opening cash and cash equivalents
21
1,164.8
1,132.4
Foreign exchange differences
21
(1.1)
1.9
Closing cash and cash equivalents
19
696.7
1,164.8
S G FINANCIAL STATEMENTS O 167
Whitbread PLC Annual Report and Accounts 2023/24
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
At 29 February 2024
1. General information and authorisation of consolidated
financial statements
The consolidated financial statements of Whitbread PLC for the year ended 29 February 2024
were authorised for issue by the Board of directors on 29 April 2024. Whitbread PLC is a
public company limited by shares incorporated in the United Kingdom under the Companies
Act and is registered in England and Wales. The Company’s ordinary shares are traded on
the London Stock Exchange. The address of the registered office is shown on page 147.
Whitbread PLC, its subsidiaries and joint ventures, operate hotels and restaurants, located
in the UK and internationally.
2. Accounting policies
Basis of accounting and preparation
The consolidated financial statements of Whitbread PLC and all its subsidiaries have
been prepared in accordance with international accounting standards in conformity
with the requirements of the Companies Act 2006 and UK-adopted international
accounting standards.
The consolidated financial statements have been prepared on the historical cost basis,
except for certain financial instruments that are measured at fair value at the end of each
reporting period, assets classified as held for sale and the defined benefit pension scheme
as explained in the accounting policies below.
The consolidated financial statements are presented in pounds sterling and all values are
rounded to the nearest hundred thousand except when otherwise indicated. The financial year
represents the 52 weeks to 29 February 2024 (prior financial year: 52 weeks to 2 March 2023).
Going concern
A combination of the strong cash flows generated by the business and the significant
available headroom on its credit facilities, support the directors’ view that the Group has
sufficient funds available for it to meet its foreseeable working capital requirements. In
reaching this conclusion, the directors have considered all elements of the capital allocation
framework. The directors have also determined that, over the period of the going concern
assessment, there is not expected to be a significant impact as a result of climate change.
The directors have therefore concluded that the going concern basis of preparation
remains appropriate.
Changes in accounting policies
The accounting policies adopted in the preparation of these consolidated financial
statements are consistent with those followed in the preparation of the consolidated
financial statements for the year ended 2 March 2023, except for the adoption of the new
standards and policies applicable for the year ended 29 February 2024. The significant
accounting policies adopted during the year are set out below. They have been assessed
as having minimal or no financial impact.
The Group has applied the following standards and amendments for the first time for the
annual reporting period commencing 3 March 2023:
• IFRS 17 Insurance Contracts and amendments to IFRS 17 (effective for periods beginning
on or after 1 January 2023)
• Amendments to IAS 12 – Deferred Tax Related to Assets and Liabilities Arising from
a Single Transaction (effective for periods beginning on or after 1 January 2023)
• Amendments to IAS 8 – Definition of Accounting Estimate (effective for periods
beginning on or after 1 January 2023)
• Amendments to IAS 1 – Disclosure of Accounting Policies (effective for periods beginning
on or after 1 January 2023)
• Amendments to IAS 12 – International Tax Reform – Pillar Two Model Rules
(effective immediately)
Standards issued by the IASB not effective for the current year and not early
adopted by the Group
Whilst the following standards and amendments are relevant to the Group, they have been
assessed as having minimal or no financial impact or additional disclosure requirements at
this time:
• Amendments to IAS 1 – Classification of Liabilities as Current or Non-Current (effective
for periods beginning on or after 1 January 2024)
• Amendments to IAS 1 – Non-current Liabilities with Covenants (effective for periods
beginning on or after 1 January 2024)
• Amendments to IFRS 16 – Lease Liability in a Sale and Leaseback (effective for periods
beginning on or after 1 January 2024)
• Amendments to IAS 7 and IFRS 7 – Supplier Finance Arrangements (effective for periods
beginning on or after 1 January 2024)
The Group does not intend to early adopt any of these new standards or amendments.
Basis of consolidation
The consolidated financial statements incorporate the accounts of Whitbread PLC and all its
subsidiaries, together with the Group’s share of the net assets and results of joint ventures
incorporated using the equity method of accounting. These are adjusted, where appropriate,
to conform to Group accounting policies. The financial statements of significant trading
subsidiaries are prepared for the same reporting year as the parent company.
A subsidiary is an entity controlled by the Group. Control is achieved when the Company:
• has power over the investee;
• is exposed, or has rights, to variable returns from its involvement with the investee; and
• has the ability to use its power to affect its returns.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
At 29 February 2024
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FINANCIAL STATEMENTS
2. Accounting policies continued
Basis of consolidation continued
The Company reassesses whether or not it controls an investee if facts and circumstances
indicate that there are changes to one or more of the three elements of control listed above.
Apart from the acquisition of Whitbread Group PLC by Whitbread PLC in 2000/01, which
was accounted for using merger accounting, acquisitions by the Group are accounted for
under the acquisition method and any goodwill arising is capitalised as an intangible asset.
The results of subsidiaries acquired or disposed of during the year are included in the
consolidated financial statements from, or up to, the date that control passes respectively.
All intra-Group transactions, balances, income and expenses are eliminated on consolidation.
Unrealised losses are also eliminated, unless the transaction provides evidence of an
impairment of the asset transferred.
Business combinations
Acquisitions of businesses are accounted for using the acquisition method. The
consideration transferred in a business combination is measured at fair value, which is
calculated as the sum of the acquisition-date fair values of assets transferred by the Group,
liabilities incurred by the Group to the former owners of the acquiree and any equity
interest issued by the Group in exchange for control of the acquiree. Acquisition-related
costs are recognised in the consolidated income statement as incurred.
When the consideration transferred by the Group in a business combination includes
contingent consideration, the contingent consideration is measured at its acquisition-date
fair value and included as part of the consideration transferred in a business combination.
Changes in fair value of the contingent consideration that qualify as measurement period
adjustments are adjusted retrospectively, with corresponding adjustments against goodwill.
Measurement period adjustments are adjustments that arise from additional information
obtained during the ‘measurement period’ (which cannot exceed one year from the
acquisition date) about facts and circumstances that existed at the acquisition date.
Changes in the fair value of the contingent consideration at subsequent reporting dates
that do not qualify as measurement period adjustments are recognised within finance costs
in the consolidated income statement, unless the contingent consideration is classified
as equity.
If the initial accounting for a business combination is incomplete by the end of the reporting
period in which the combination occurs, the Group reports provisional amounts for the
items for which the accounting is incomplete. Those provisional amounts are adjusted
during the measurement period (see above), or additional assets or liabilities are recognised,
to reflect new information obtained about facts and circumstances that existed as of the
acquisition date that, if known, would have affected the amounts recognised as of that date.
Goodwill
Goodwill arising on acquisition is capitalised and represents the excess of the fair value of
consideration over the value of the Group’s interest in the identifiable assets and liabilities
of a subsidiary, at the date of acquisition. Goodwill is not amortised but reviewed for
impairment annually, or more frequently if events or changes in circumstances indicate
that the carrying value may be impaired. On disposal of a subsidiary, the attributable
amount of goodwill is included in the determination of the profit or loss on disposal.
Intangible assets
Intangible assets are carried at cost less accumulated amortisation and accumulated
impairment losses.
Intangible assets acquired separately from a business are carried initially at cost. An intangible
asset acquired as part of a business combination is recognised at fair value, separately from
goodwill if the asset is separable, or arises from contractual or other legal rights, and its fair
value can be measured reliably.
Amortisation of IT software and technology is calculated on a straight-line basis over
the estimated life which varies between three and ten years.
The carrying values are reviewed for impairment if events or changes in circumstances
indicate that they may not be recoverable.
Software as a Service (SaaS) arrangements
SaaS arrangements are service contracts providing the Company with the right to access
the cloud provider’s application software over the contract period. Costs incurred to configure
or customise, and the ongoing fees to obtain access to the cloud provider’s application
software, are recognised as operating expenses when the services are received.
Some of these costs incurred are for the development of software code that enhances
or modifies, or creates additional capability to, existing on-premise systems and meets the
definition of and recognition criteria for an intangible asset. These costs are recognised as
intangible software assets and amortised over the useful life of the software on a straight-line
basis. The useful lives of these assets are reviewed at least at the end of each financial year,
and any change accounted for prospectively as a change in accounting estimate.
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2. Accounting policies continued
Property, plant and equipment
Property, plant and equipment acquired separately from a business are stated at cost or
deemed cost at transition to IFRS, less accumulated depreciation and any impairment in
value. Gross interest costs incurred on the financing of qualifying assets are capitalised
until the time that the assets are available for use. Property, plant and equipment acquired
as part of a business combination are recognised at fair value. Depreciation is calculated on
a straight-line basis over the estimated useful life of the asset as follows:
• freehold land is not depreciated;
• freehold and long leasehold buildings are depreciated to their estimated residual values
over periods up to 50 years; and
• plant and equipment is depreciated over three to 25 years.
The residual values and estimated useful lives are reviewed annually.
Profits or losses on disposal of property, plant and equipment reflect the difference
between net selling price and carrying amount at the date of disposal and are recognised
in the consolidated income statement.
Leases
Right-of-use assets
The Group recognises right-of-use assets for hotel and restaurant properties along with
other equipment at the commencement date of the lease (i.e. the date the underlying asset
is available for use). Right-of-use assets are measured at cost, less any accumulated
depreciation and impairment losses, and adjusted for any remeasurement of lease liabilities.
The cost of right-of-use assets includes the amount of lease liabilities recognised, initial
direct costs incurred, and lease payments made at or before the commencement date, less
any lease incentives received. Unless the Group is reasonably certain to obtain ownership of
the leased asset at the end of the lease term, the recognised right-of-use asset is
depreciated over the shorter of its estimated useful life and lease term.
Lease liabilities
At the commencement date of the lease, the Group recognises lease liabilities measured
at the present value of lease payments to be made over the lease term. The lease payments
include fixed payments and variable lease payments that depend on an index or a rate less
any lease incentives receivable. Variable lease payments that do not depend on an index or
a rate (e.g. turnover rent) are recognised as an expense in the period over which the event
or condition that triggers the payment occurs. The Group incurs service charges on
property leases which are non-lease components of the contract under IFRS 16 and
therefore these charges are recorded separately within operating costs.
In calculating the present value of lease payments, the Group uses the incremental
borrowing rate at the lease commencement date if the interest rate implicit in the lease
is not readily determinable. Incremental borrowing rates are determined quarterly and
depend on the country, currency and start date of the lease. The incremental borrowing
rate is determined based on a series of inputs including: the risk-free rate based on
Government bond rates; a country-specific risk adjustment; and a credit risk adjustment
based on the Group’s credit rating.
After the commencement date, the amount of lease liabilities is increased to reflect
the accretion of interest and reduced for lease payments made. In addition, the carrying
amount of lease liabilities is remeasured if there is a modification or a change in the lease
term. Cash outflows relating to lease interest are recorded within net cash flows from
operating activities and cash outflows relating to principal repayments are included
within net cash flows from financing activities in the consolidated cash flow statement.
Sale and leaseback
A sale and leaseback transaction occurs when the Group sells an asset and immediately
reacquires the use of the same asset in the same state as sold by entering into a lease with
the buyer. A sale occurs when control of the underlying asset passes to the buyer. A lease
liability is recognised, the associated property, plant and equipment asset is derecognised,
and a right-of-use asset is recognised at the proportion of the carrying value relating to
the right retained. Any gain or loss arising therefore relates to the rights transferred to the
buyer and development of the underlying asset.
Impairment of non-current assets
Property, plant and equipment and right-of-use assets
The carrying values of property, plant and equipment and right-of-use assets are reviewed
for impairment whenever events or changes in circumstances indicate that their carrying
values may not be recoverable. Individual assets are grouped into cash-generating units
(CGUs), for impairment purposes, at the lowest level at which there are identifiable cash
flows that are largely independent of the cash flows of other assets.
The recoverable amount of an asset or CGU is the greater of its fair value less costs of
disposal and value in use. For an asset that does not generate largely independent cash
inflows, the recoverable amount is determined with reference to the CGU to which the asset
belongs. In estimating value in use, the estimated future cash flows are discounted to their
present value, using a pre-tax discount rate that reflects current market assessments of the
time value of money and the risks specific to the asset. To estimate fair value less costs of
disposal, the Group uses a number of techniques including third party valuations, market
multiple approaches and discounted cash flows.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
At 29 February 2024
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FINANCIAL STATEMENTS
2. Accounting policies continued
Impairment of non-current assets continued
Property, plant and equipment and right-of-use assets continued
Impairment charges
An impairment loss is recognised if the carrying amount of an asset or CGU exceeds
its estimated recoverable amount. Impairment losses recognised in respect of CGUs are
allocated first to reduce the carrying amount of any goodwill allocated to the units and
then to reduce the carrying amounts of other assets in the CGU, on a pro rata basis.
Any impairment in the values of property, plant and equipment and right-of-use assets
is charged to the consolidated income statement within operating costs.
Impairment reversals
An assessment is made at each reporting date as to whether there is any indication that
previously recognised impairment losses may no longer exist or may have decreased.
If such an indication exists, the CGU’s recoverable amount is estimated. A previously
recognised impairment loss is reversed only if there has been a change in the estimated
future cash flows used to determine the asset’s recoverable amount since the last
impairment loss was recognised. If that is the case, the carrying amount of the asset is
increased to its recoverable amount. That increased amount cannot exceed the carrying
amount that would have been determined, net of depreciation, had no impairment loss
been recognised for the asset in prior years.
Such a reversal is recognised in the consolidated income statement. After such a reversal,
the depreciation charge is adjusted in future periods to allocate the asset’s carrying
amount, less any residual value, on a straight-line basis over its remaining useful life.
Central assets
For the purposes of impairment testing, all centrally held assets are allocated in line
with IAS 36 to CGUs based on management’s view of the consumption of the asset.
Any resulting impairment is recorded against the centrally held asset.
Goodwill
Goodwill acquired through business combinations is allocated to groups of CGUs at the
level management monitors goodwill, which is at an operating segment level. The Group
performs an annual review of its goodwill to ensure that its carrying amount is not greater
than its recoverable amount. The recoverable amount is determined as the greater of fair
value, less costs of disposal and value in use. An impairment is then made to reduce the
carrying amount to the recoverable amount.
Investments in joint ventures
The Group assesses investments for impairment whenever events or changes in
circumstances indicate that the carrying value may not be recoverable. If any such
indication of impairment exists, the carrying amount of the investment is compared
with its recoverable amount. Where the carrying amount exceeds the recoverable
amount, the investment is written down to its recoverable amount.
Assets held for sale
Non-current assets and disposal groups are classified as held for sale only if available
for immediate sale in their present condition and a sale is highly probable and expected
to be completed within one year from the date of classification.
Such assets are measured at the lower of carrying amount and fair value, less the cost
of disposal, and are not depreciated or amortised.
In accordance with IFRS 5 Non-current Assets Held for Sale and Discontinued Operations,
the net results of discontinued operations are presented separately in the consolidated
income statement.
Inventories
Inventories are stated at the lower of cost and net realisable value. Cost is calculated on the
basis of first in, first out and net realisable value is the estimated selling price less any costs
to sell.
Provisions
Provisions are recognised when the Group has a present legal or constructive obligation as
a result of a past event, it is probable that an outflow of resources will be required to settle
the obligation and a reliable estimate can be made of the amount of the obligation.
Provisions are discounted to present value, using a pre-tax discount rate that reflects
current market assessments of the time value of money and the risks specific to the liability.
The amortisation of the discount is recognised as a finance cost.
Onerous contracts
Present obligations arising under onerous contracts are recognised and measured as
provisions. An onerous contract is considered to exist where the Group has a contract
under which the unavoidable costs of meeting the obligations under the contract exceed
the economic benefits expected to be received under it.
S G FINANCIAL STATEMENTS O 171
Whitbread PLC Annual Report and Accounts 2023/24
2. Accounting policies continued
Provisions continued
Restructuring costs
A restructuring provision is recognised when the Group has developed a detailed formal
plan and has raised a valid expectation, in those affected, that it will carry out the restructuring
by starting to implement the plan or announcing its main features to those affected by it.
The measurement of a restructuring provision includes only the direct expenditures arising
from the restructuring which are those amounts that are both necessarily entailed by the
restructuring and not associated with the ongoing activities of the entity .
Adjusting items and use of alternative performance measures
We use a range of measures to monitor the financial performance of the Group.
These measures include both statutory measures in accordance with IFRS and alternative
performance measures (APMs) which are consistent with the way the business performance
is measured internally by the Board and Executive Committee. A glossary of APMs and
reconciliations to statutory measures is given on pages 231 to 237.
The term adjusted profit is not defined under IFRS and may not be directly comparable
with adjusted profit measures used by other companies. It is not intended to be a substitute
for, or superior to, statutory measures of profit. Adjusted measures of profitability are
non-IFRS because they exclude amounts that are included in, or include amounts that
are excluded from, the most directly comparable measure calculated and presented in
accordance with IFRS.
The Group makes certain adjustments to the statutory profit measures in order to derive
many of its APMs. The Group’s policy is to exclude items that are considered to be
significant in nature and quantum, not in the normal course of business or are consistent
with items that were treated as adjusting in prior periods or that span multiple financial
periods. Treatment as an adjusting item provides users of the accounts with additional
useful information to assess the year-on-year trading performance of the Group.
On this basis, the following are examples of items that may be classified as adjusting items:
• net charges associated with the strategic review of the Group’s hotel and restaurant
property estate;
• significant restructuring costs and other associated costs arising from strategy changes
that are not considered by the Group to be part of the normal operating costs of the business;
• significant pension charges arising as a result of the changes to UK defined benefit
scheme practices;
• net impairment and related charges for sites which are/were underperforming that are
considered to be significant in nature and/or value to the trading performance of the business;
• costs in relation to non-trading legacy sites which are deemed to be significant and not
reflective of the Group’s ongoing trading results;
• transformation and change costs associated with the implementation of the Group’s
strategic IT programmes;
• profit or loss on the sale of a business or investment, and the associated cost impact on
the continuing business from the sale of the business or investment;
• acquisition costs incurred as part of a business combination or other strategic asset acquisitions;
• amortisation of intangible assets recognised as part of a business combination or other
transaction outside of the ordinary course of business; and
• tax settlements in respect of prior years, including the related interest and the impact
of changes in the statutory tax rate, the inclusion of which would distort year-on-year
comparability, as well as the tax impact of the adjusting items identified above.
The Group income statement is presented in a columnar format to enable users of the
accounts to see the Group’s performance before adjusting items, the adjusting items, and
the statutory total on a line-by-line basis. The directors believe that the adjusted profit and
earnings per share measures provide additional useful information to shareholders on the
performance of the business. These measures are consistent with how business
performance is measured internally by the Board and Executive Committee.
Foreign currency translation
Monetary assets and liabilities denominated in foreign currencies are translated
into functional currency at the rates of exchange quoted at the balance sheet date.
Non-monetary items that are measured in terms of historical cost in a foreign currency
are translated using the exchange rates as at the dates of the initial transactions.
Day-to-day transactions in a foreign currency are recorded in the functional currency at
an average rate for the month in which those transactions take place, which is used as a
reasonable approximation to the actual transaction rate. Translation differences on
monetary items are taken to the consolidated income statement.
A number of subsidiaries within the Group have a non-sterling functional currency.
The financial performance and end position of these entities are translated into sterling
in the consolidated financial statements. Balance sheet items are translated at the rate
applicable at the balance sheet date. Transactions reported in the consolidated income
statement are translated using an average rate for the month in which they occur.
The differences that arise from translating the results of foreign entities at average rates
of exchange, and their assets and liabilities at closing rates, are dealt with in a separate
component of equity. On disposal of a foreign entity, the deferred cumulative amount
recognised in equity relating to that particular foreign operation is recognised in the
consolidated income statement. All other currency gains and losses are dealt with in
the income statement.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
At 29 February 2024
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FINANCIAL STATEMENTS
2. Accounting policies continued
Revenue recognition
Revenue is recognised at an amount that reflects the consideration to which the Group
expects to be entitled in exchange for transferring goods or services to a customer.
Consideration is net of discounts, allowances for customer loyalty and other promotional
activities and amounts collected on behalf of other parties, such as value added tax.
Revenue includes duties which the Group pays as principal.
The Group has analysed its business activities and applied the five-step model prescribed
by IFRS 15 Revenue from Contracts with Customers to each material line of business, as
outlined below:
Sale of accommodation
The contract to provide accommodation is established when the customer books
accommodation. The performance obligation is to provide the right to use accommodation
for a given number of nights, and the transaction price is the room rate for each night
determined at the time of booking. The performance obligation is met when the customer
is given the right to use the accommodation, and so revenue is recognised for each night
as it takes place, at the room rate for that night.
Sale of food and beverage
The contract is established when the customer orders the food or beverage item and the
performance obligation is the provision of food and beverage by the outlet. The performance
obligation is satisfied when the food and beverage is delivered to the customer, and revenue
is recognised at this point at the price for the items purchased. Payment is made on the
same day and consequently there are no contract assets or liabilities.
Payment terms
Customers may pay in advance for accommodation, food and beverage. In this case the
Group has received consideration for services not yet provided. This is treated as a contract
liability, net of VAT, until the performance obligation is met. The Group has taken advantage
of the practical expedient in IFRS 15 to not adjust the consideration for the effects of a
financing component as the period between payment and the performance obligation is
less than one year.
Payment terms for corporate customers are generally 30 days with amounts recorded
in trade and other receivables once the performance obligations have been met.
Contract costs
The Group applies the practical expedient in paragraph 94 of IFRS 15 and consequently
contract costs incurred related to contracts with an amortisation period of less than one
year have been expensed as incurred.
Variable consideration
The Group makes an estimate, based on historical information, of amounts that will be
refunded to customers. The refund liability represents variable consideration under IFRS 15
with revenue recognised reduced by this amount and a corresponding liability recognised
in other payables in the consolidated balance sheet.
Certain restaurants within the Group offer customer loyalty programmes where the
customer can earn vouchers for historic purchases which are redeemable as discounts
on future purchases. The loyalty points issued by the Group are a separate performance
obligation providing a material right to a future discount. The sales price of goods is
allocated to the loyalty points and the goods sold based on their relative standalone selling
prices, with the loyalty points standalone price based on the value of the points to the
customer, adjusted for expected redemption rates. The amount allocated to loyalty points
is deferred as a contract liability within trade and other payables. Revenue is recognised
as the points are redeemed by the customer.
Finance income
Interest income is recognised as the interest accrues, using the effective interest method.
Finance costs
Borrowing costs are recognised as an expense in the period in which they are incurred,
except for gross interest costs incurred on the financing of major projects, which are
capitalised until the time that the projects are available for use.
Retirement benefits
In respect of the defined benefit pension scheme, the surplus recognised in the
consolidated balance sheet represents the fair value of scheme assets, reduced by the
present value of the defined benefit obligation. Where the calculation results in a surplus
to the Group, the recognised asset is limited to the present value of any future available
refunds from the plan.
The cost of providing benefits is determined using the projected unit credit actuarial
valuation method. Remeasurements are recognised in full in the period in which they occur
in the statement of comprehensive income and are not reclassified to the consolidated
income statement in subsequent periods.
For defined benefit plans, the employer’s portion of the past and current service cost
is charged to operating profit, with net interest costs reported within finance costs. In
addition, all administration costs, other than those relating to the management of plan
assets or taxes payable by the plan itself, are charged as incurred to operating costs in the
consolidated income statement. Net interest is calculated by applying the opening discount
rate to the opening net defined benefit obligation, taking into account the expected
contributions and benefits paid.
S G FINANCIAL STATEMENTS O 173
Whitbread PLC Annual Report and Accounts 2023/24
2. Accounting policies continued
Retirement benefits continued
Curtailments and settlements relating to the Group’s defined benefit plan are recognised
in the period in which the curtailment or settlement occurs.
Payments to defined contribution pension schemes are charged as an expense as they
fall due.
Share-based payment transactions
Equity-settled transactions
Certain employees and directors of the Group receive equity-settled remuneration in
the form of share-based payment transactions, whereby employees render services in
exchange for shares or rights over shares. The cost of these equity-settled transactions is
measured by reference to the fair value, determined using a stochastic model, at the date
at which they are granted. The cost of equity-settled transactions is recognised, together
with a corresponding increase in equity, over the period in which the performance
conditions or non-vesting conditions are fulfilled, ending on the relevant vesting date.
Except for awards subject to market-related conditions for vesting, the cumulative expense
recognised for equity-settled transactions, at each reporting date until the vesting date,
reflects the extent to which the vesting period has expired, and is adjusted to reflect the
directors’ best available estimate of the number of equity instruments that will ultimately
vest. The income statement charge or credit for a period represents the movement in
cumulative expense recognised as at the beginning and end of that period. If options
are subject to market-related conditions, awards are not cumulatively adjusted for the
likelihood of these targets being met. Instead, these conditions are included in the fair
value of the awards.
Where an equity-settled award is cancelled, it is treated as if it had vested on the date of
cancellation, and any expense not yet recognised for the award is recognised immediately.
Where an equity-settled award is forfeited, the related expense recognised to date is reversed.
Where an equity-settled award is replaced by newly granted instruments, these are
accounted for as a modification of the existing award. When the terms of an equity-settled
award are modified, the minimum expense recognised is the grant date fair value of the
unmodified award, provided the original vesting terms of the award are met. An additional
expense, measured as at the date of modification, is recognised for any modification that
increases the total fair value of the share-based payment transaction, or is otherwise
beneficial to the employee.
Tax
The income tax charge represents both the income tax payable, based on profit for the
year, and deferred income tax.
Deferred income tax is recognised in full, using the liability method, in respect of temporary
differences between the tax base of the Group’s assets and liabilities and their carrying
amounts that have originated but have not been reversed by the balance sheet date.
No deferred tax is recognised if the temporary difference arises from the initial recognition
of goodwill, or the initial recognition of an asset or liability, in a transaction that is not a
business combination and, at the time of the transaction, affects neither the accounting
profit nor taxable profit or loss. Deferred income tax is recognised in respect of taxable
temporary differences associated with investments in joint ventures, except where the
timing of the reversal of the temporary differences can be controlled and it is probable
that the temporary differences will not reverse in the foreseeable future.
Deferred income tax assets are recognised to the extent that it is probable that taxable
profit will be available against which the deductible temporary differences or unused tax
losses can be utilised. The carrying amount of deferred income tax assets is reviewed at
each balance sheet date and reduced to the extent that it is no longer probable that
sufficient taxable profit will be available to allow all, or part of, the deferred income tax
asset to be utilised.
Deferred income tax assets and liabilities are measured at the tax rates that are expected
to apply in the year when the asset is realised or the liability is settled, based on tax rates
that have been enacted or substantively enacted at the balance sheet date.
Income tax is charged or credited to other comprehensive income if it relates to items that
are charged or credited to other comprehensive income. Similarly, income tax is charged
or credited directly to equity if it relates to items that are charged or credited directly
to equity. Otherwise, income tax is recognised in the consolidated income statement.
Investments in joint ventures
Investments in joint arrangements are classified as either joint operations or joint ventures
depending on the contractual rights and obligations of each investor. The Group has
assessed the nature of its joint arrangements and determined them to be joint ventures.
The Group’s investments in joint ventures are accounted for using the equity method.
Under the equity method, the investment in a joint venture is initially recognised at cost.
The carrying amount of the investment is adjusted to recognise changes in the Group’s
share of net assets of the joint venture since the acquisition date. Goodwill relating to joint
ventures is included in the carrying amount of the investment.
The consolidated income statement reflects the Group’s share of the results of operations
of the joint ventures. Any change in other comprehensive income of those investees is
presented as part of the Group’s consolidated statement of comprehensive income.
Unrealised gains and losses resulting from transactions between the Group and the joint
ventures are eliminated to the extent of the interest in the joint venture. When necessary,
adjustments are made to bring the accounting policies in line with those of the Group.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
At 29 February 2024
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FINANCIAL STATEMENTS
2. Accounting policies continued
Financial assets
Trade receivables and contract assets
Trade receivables and contract assets are initially measured at fair value. Subsequently they
are measured at amortised cost as the objective of the business model is to hold the assets
to collect contractual cash flows and the contractual terms of the asset give rise to cash
flows on specified dates which are solely payments of principal and interest.
In line with the IFRS 9 Financial Instruments ‘simplified approach’, the Group segments its
trade receivables and contract assets based on shared characteristics, and recognises a
loss allowance for the lifetime expected credit loss for each segment. The expected credit
loss is based on the Group’s historical credit loss experience, adjusted for factors that are
specific to the debtors, general economic conditions and an assessment of the current and
forecast conditions at the reporting date.
Credit impaired financial assets
A financial asset is credit impaired when one or more events that have a detrimental impact
on the estimated future cash flows of that financial asset have occurred, such as significant
financial difficulty of the debtor or default by the debtor. The Group writes off a financial
asset where there is no realistic prospect of recovery. Credit losses are recorded within
operating costs in the consolidated income statement.
Cash and cash equivalents
Cash and cash equivalents comprise cash at bank, cash in hand and deposits (including
Money Market Funds) which are short term, highly liquid and which are not at significant
risk of changes in value.
Recognition and derecognition
The recognition of financial assets occurs when the Group becomes party to the
contractual provisions of the instrument. The Group derecognises a financial asset only
when the contractual rights to the cash flows from the asset expire, or when it transfers
the financial asset and substantially all the risks and rewards of ownership of the asset to
another entity.
Derivatives and hedging
The Group enters into derivative transactions to manage its exposure to interest rate,
foreign exchange rate and power commodity price risks.
Derivatives are recognised initially at fair value on the date the contract is entered into and
subsequently remeasured to their fair value at each reporting date. The resulting gain or
loss is recognised in profit or loss immediately unless the derivative is designated and
effective as a hedging instrument, in which event the timing of the recognition in profit
or loss depends on the nature of the hedge relationship.
A derivative with a positive fair value is recognised as a financial asset, whereas a derivative
with a negative fair value is recognised as a financial liability. Derivatives are not offset in
the financial statements unless the Group has both the legal right and intention to offset.
A derivative is presented as a non-current asset or a non-current liability if the remaining
maturity of the instrument is more than 12 months and is not expected to be realised or settled
within 12 months. Other derivatives are presented as current assets or current liabilities.
The Group designates certain derivatives as hedging instruments in respect of interest rate,
foreign currency and power commodity price risks as either fair value hedges or cash flow
hedges. Hedges of foreign exchange risk on firm commitments are accounted for as cash
flow hedges.
At the inception of the hedge relationship, the Group documents the relationship between
the hedging instrument and the hedged item, along with its risk management objectives
and its strategy for undertaking various hedge transactions. The Group documents whether
the hedging instrument is effective in offsetting the hedged risk, by confirming that:
• there is an economic relationship between hedged items and the hedging instrument;
• the effect of credit risk does not dominate the value changes that result from that
economic relationship; and
• the planned ratio of hedge: hedge item is the same as the actual ratio of hedge: hedge item.
The fair value change on qualifying fair value hedges is recognised in profit or loss.
Cash flow hedges
The effective portion of changes in the fair value of derivatives that are designated as
cash flow hedges is recognised in other comprehensive income and accumulated under
the cash flow hedging reserve. Any gain or loss relating to the ineffective portion of the
hedge is recognised immediately in profit or loss. Amounts previously recognised in other
comprehensive income and accumulated in equity are reclassified to profit or loss in the
periods when the hedged item affects profit or loss, in the same line as the recognised
hedged item.
The Group discontinues hedge accounting when the hedge relationship ceases to meet the
qualifying criteria, or when the hedging instrument expires, is sold, terminated or exercised.
S G FINANCIAL STATEMENTS O 175
Whitbread PLC Annual Report and Accounts 2023/24
2. Accounting policies continued
Derivatives and hedging continued
Hedges of a net investment
Hedges of a net investment in a foreign operation, including a hedge of a monetary item
that is accounted for as part of the net investment, are accounted for in a way similar
to cash flow hedges. Gains or losses on the hedging instrument relating to the effective
portion of the hedge are recognised in other comprehensive income while any gains or
losses relating to the ineffective portion are recognised in the statement of profit or loss.
On disposal of the foreign operation, the cumulative value of any such gains or losses
recorded in equity is transferred to the statement of profit or loss.
The Group uses a cross-currency swap as a hedge of its exposure to foreign exchange risk
on its investments in foreign subsidiaries. Refer to Note 25 for more details.
Financial liabilities
Debt and equity instruments are classified as financial liabilities or equity in accordance
with the substance of the contractual arrangements.
Financial liabilities are measured at amortised cost using the effective interest rate method
unless they are required to be measured at fair value through profit or loss or the Group
has opted to measure them at fair value through the profit or loss. The effective interest
rate method calculates the amortised cost of a financial liability and allocates interest
expense to the relevant period.
Borrowings
Borrowings are initially recognised at the fair value of the consideration received, net of any
directly associated issue costs. Borrowings are subsequently recorded at amortised cost,
with any difference between the amount initially recorded and the redemption value
recognised in the consolidated income statement using the effective interest method.
Recognition and derecognition
The recognition of liabilities occurs when the Group becomes party to the contractual
provisions of the instrument.
The derecognition of financial liabilities occurs when the obligation under the liability
is discharged, cancelled or expires. When the Group exchanges with the existing lender
one debt instrument into another one with the substantially different terms, such exchange
is accounted for as an extinguishment of the original financial liability and the recognition
of a new financial liability.
Critical accounting judgements and key sources of estimation uncertainty
The preparation of financial statements requires management to make judgements,
estimates and assumptions that affect the amounts reported as assets and liabilities at the
balance sheet date and the amounts reported as revenues and expenses during the year.
Although these amounts are based on management’s best estimates, events or actions may
mean that actual results ultimately differ from those estimates, and these differences may
be material. These judgements and estimates and the underlying assumptions are
reviewed regularly.
The Group has considered the impact of climate-related risks on its financial performance
and position, and although the impact represents an uncertainty, it is not considered to
be material.
Critical accounting judgements
The following are the critical accounting judgements, apart from those involving estimations
(dealt with separately below) that management has made in the process of applying the
Group’s accounting policies and which have the most significant effect on the amounts
recognised in the financial statements.
Adjusting items
During the year certain items are identified and separately disclosed as adjusting items.
Judgement is applied as to whether the item meets the necessary criteria as per the
accounting policy disclosed earlier in this Note. This assessment covers the nature of the
item, cause of occurrence and the scale of impact of that item on reported performance.
Reversals of previous adjusting items are assessed based on the same criteria. Note 6
provides information on all of the items disclosed as adjusting in the current year and
comparative financial statements.
Assets held for sale
As per the accounting policy above assets are classified as held for sale only if the asset
is available for immediate sale in their present condition and a sale is highly probable
and expected to be completed within one year from the date of classification.
As a result of the Group’s Accelerating Growth Plan (‘AGP’) the Group is actively marketing
a significant number of sites. Judgement exists on a site-by-site basis as to whether the
sale will complete within one year. In exercising its judgement management has taken
into consideration all available information including external market expert advice.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
At 29 February 2024
176
Whitbread PLC Annual Report and Accounts 2023/24
FINANCIAL STATEMENTS
2. Accounting policies continued
Critical accounting judgements and key sources of estimation uncertainty continued
Key sources of estimation uncertainty
The following are the key areas of estimation uncertainty that may have a significant risk
of causing a material adjustment to the carrying amounts of assets and liabilities within the
next financial year.
Defined benefit pension
Defined benefit pension plans are accounted for in accordance with actuarial advice using
the projected unit credit method. The Group makes significant estimates in relation to the
discount rates, mortality rates and inflation rates used to calculate the present value of the
defined benefit obligation. Note 32 describes the assumptions used together with an
analysis of the sensitivity to changes in key assumptions.
Impairment testing – Property, plant and equipment and right-of-use assets
The performance of the Group’s impairment review requires management to make a
number of judgements and estimates which are presented together below for ease of
understanding but identified separately:
Estimates within impairment testing:
Inputs used to estimate value in use
The estimate of value in use is most sensitive to the following inputs:
• Forecast period cashflows – the initial five-year period’s cashflows are drawn from
the five-year business plan.
• Discount rate – judgement is required in estimating the weighted average cost of
capital (WACC) of a typical market participant and in assessing the specific country
and currency risks associated with the Group. The rate used is adjusted for the Group’s
gearing, including equity, borrowings and lease liabilities.
• Maturity profile of individual sites – judgement is required to estimate the time taken
for sites to reach maturity and the sites’ trading level once they are mature.
Methodology used to estimate fair value
Fair value is determined using a range of methods, including present value techniques
using assumptions consistent with the value in use calculations and market multiple
techniques using externally available data. For the purpose of assessing fair value for sites
the Group has sought expert valuations based on insight into local market specific factors.
Judgements within impairment testing:
Strategic impact on composition of CGUs
The Group has judged that where there is a commitment and expectation that part of a
trading site’s value will be realised through sale an impairment review should be completed
on the trading site as separate CGUs. This is due to the change in how the Group now
expects to receive cashflows from the trading site’s assets which are largely independent.
Identification of indicators of impairment and reversal
The Group assesses each of its CGUs for indicators of impairment or reversal at the end of
each reporting period and, where there are indicators of impairment or reversal,
management performs an impairment assessment.
Key estimates and sensitivities for impairment of assets are disclosed in Note 14.
S G FINANCIAL STATEMENTS O 177
Whitbread PLC Annual Report and Accounts 2023/24
3. Segment information
The Group provides services in relation to accommodation, food and beverage both in the UK and internationally. Management monitors the operating results of its operating segments
separately for the purpose of making decisions about allocating resources and assessing performance. Segment performance is measured based on adjusted operating profit before joint
ventures. Included within central and other in the following tables are the costs of running the public company, other central overhead costs and share of profit from joint ventures.
The following tables present revenue and profit information regarding business operating segments for the years ended 29 February 2024 and 2 March 2023.
52 weeks to 29 February 2024
52 weeks to 2 March 2023
Central and Central and
UK & Ireland Germany other Total UK & Ireland Germany other Total
Revenue £m £m £m £m £m £m £m £m
Accommodation
2,007.7
162.7
—
2,170.4
1,795.0
100.1
—
1,895.1
Food, beverage and other items
762.0
27.5
—
789.5
712.7
17.4
—
730.1
Revenue
2,769.7
190.2
—
2,959.9
2,507.7
117.5
—
2,625.2
1
1
52 weeks to 29 February 2024
52 weeks to 2 March 2023
Central and Central and
UK & Ireland Germany other Total UK & Ireland Germany other Total
Profit/(loss) £m £m £m £m £m £m £m £m
Adjusted operating profit/(loss) before joint ventures
721.5
(15.1)
(36.3)
670.1
616.6
(35.9)
(39.5)
541.2
Adjusted share of profit from joint ventures
—
—
4.1
4.1
—
—
2.3
2.3
Adjusted operating profit/(loss)
721.5
(15.1)
(32.2)
674.2
616.6
(35.9)
(37.2)
543.5
Net finance (costs)/income
(134.0)
(20.9)
41.8
(113.1)
(124.9)
(13.8)
8.6
(130.1)
Adjusted profit/(loss) before tax
587.5
(36.0)
9.6
561.1
491.7
(49.7)
(28.6)
413.4
Adjusting items before tax (Note 6)
(109.4)
(38.5)
Profit before tax
451.7
374.9
1
1
1 The Germany segment includes operations of the Group within Austria.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
At 29 February 2024
178
Whitbread PLC Annual Report and Accounts 2023/24
FINANCIAL STATEMENTS
3. Segment information continued
52 weeks to 29 February 2024
52 weeks to 2 March 2023
Central and Central and
UK & Ireland Germany other Total UK & Ireland Germany other Total
Other segment information £m £m £m £m £m £m £m £m
Capital expenditure:
Property, plant and equipment – cash basis
391.8
88.1
—
479.9
405.9
76.1
—
482.0
Property, plant and equipment – accruals basis (Note 13)
373.5
92.5
—
466.0
430.4
73.7
—
504.1
Intangible assets (Note 12)
28.5
0.1
—
28.6
36.7
0.1
—
36.8
Cash outflows from lease interest and payment of principal
of lease liabilities
247.7
54.3
—
302.0
234.0
38.6
—
272.6
Depreciation – property, plant and equipment (Note 13)
159.6
17.3
—
176.9
152.2
11.0
—
163.2
Depreciation – right-of-use assets (Note 22)
143.9
39.4
—
183.3
133.6
32.2
—
165.8
Amortisation (Note 12)
23.1
0.1
—
23.2
16.3
0.2
—
16.5
1
1
Segment assets and liabilities are not disclosed because they are not reported to, or reviewed by, the Chief Operating Decision Maker.
The Group’s revenue and non-current assets
2
, split by country in which the legal entity resides, are as follows:
Group revenue
Group non-current assets
2023/24 2022/23 2024 2023
£m £m £m £m
United Kingdom
2,740.8
2,487.7
6,946.3
6,869.2
Germany
185.9
117.5
1,227.3
1,216.2
Ireland
16.0
10.3
182.4
93.3
Other
17.2
9.7
104.7
107.9
2,959.9
2,625.2
8,460.7
8,286.6
2
1 The Germany segment includes operations of the Group within Austria.
2 Non-current assets exclude derivative financial instruments and the surplus on the Group’s defined benefit pension scheme.
S G FINANCIAL STATEMENTS O 179
Whitbread PLC Annual Report and Accounts 2023/24
4. Other income
An analysis of the Group’s other income is as follows:
2023/24 2022/23
£m £m
Rental income
4.0
3.1
Government payments
2.5
4.7
Other
0.2
0.2
Other income before adjusting items
6.7
8.0
Legal claim settlements (Note 6)
6.9
4.7
Other income
13.6
12.7
1
1 £2.5m has been released as other income from a previously held provision relating to Government
payments (2022/23: £4.7m).
5. Operating costs
2023/24 2022/23
£m £m
Cost of inventories recognised as an expense
255.1
229.0
Employee benefits expense
2
(Note 7)
837.8
784.3
Amortisation of intangible assets (Note 12)
23.2
16.5
Depreciation – property, plant and equipment (Note 13)
176.9
163.2
Depreciation – right-of-use assets (Note 22)
183.3
165.8
Utilities
143.8
117.2
Rates
100.1
125.0
Other site property costs
455.2
384.3
Variable lease payment expense (Note 22)
3.5
2.1
Net foreign exchange differences
0.4
(2.1)
Other operating charges
117.2
105.2
Adjusting operating costs
2
(Note 6)
125.2
43.2
2,421.7
2,133.7
1
2
1 Cost of inventories recognised as an expense includes £6.5m (2022/23: £6.7m) of inventory write
downs recorded during the year.
2 Adjusting operating costs includes a charge for net impairments and write offs of £107.5m
(2022/23: charge of £33.4m), a charge of £4.7m (2022/23: charge of £0.5m) relating to employee
benefit expenses and a charge of £13.0m (2022/23: charge of £9.8m) relating to other operating
charges.
Fees paid to the Group’s auditor during the year consisted of:
2023/24 2022/23
£m £m
Audit of the Group’s financial statements
1.3
1.2
Audit of the Group’s subsidiaries
0.6
0.6
Total audit fees
1.9
1.8
Audit-related assurance
0.1
0.1
Other non-audit fees
—
—
Total non-audit fees
0.1
0.1
Included in other operating charges
2.0
1.9
6. Adjusting items
As set out in the policy in Note 2, we use a range of measures to monitor the financial
performance of the Group. These measures include both statutory measures in accordance
with IFRS and APMs which are consistent with the way that the business performance is
measured internally. We report adjusted measures because we believe they provide both
management and investors with useful additional information about the financial performance
of the Group’s businesses. Adjusted measures of profitability represent the equivalent IFRS
measures adjusted for specific items that we consider hinder the comparison of the financial
performance of the Group’s businesses either from one period to another or with other
similar businesses.
2023/24 2022/23
£m £m
Other income:
Legal claim settlements
6.9
4.7
Adjusting other income
6.9
4.7
Operating costs:
Net impairment charges – property, plant and equipment,
right-of-use assets and assets held for sale
(30.5)
(33.4)
Strategic F&B net impairment charges and write-offs
(77.0)
—
Gains on disposals, property and other provisions
15.3
4.0
Strategic IT programme costs
(27.1)
(13.8)
Strategic F&B programme costs
(5.9)
—
Adjusting operating costs before joint ventures
(125.2)
(43.2)
Share of profit from joint ventures:
Gains on disposals, property and other provisions
8.9
—
Adjusting items before tax
(109.4)
(38.5)
1
2
3
4
5
6
4
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
At 29 February 2024
180
Whitbread PLC Annual Report and Accounts 2023/24
FINANCIAL STATEMENTS
6. Adjusting items continued
Tax adjustments included in reported profit after tax, but excluded in arriving at adjusted
profit after tax:
2023/24 2022/23
£m £m
Tax on adjusting items
19.8
(1.1)
Impact of change in tax rates
0.5
(9.8)
Adjusting tax credit/(expense)
20.3
(10.9)
1 During the year, the Group received settlements of £6.9m (2022/23: £4.7m) in relation to legal claims
made against a payment card scheme provider, lease agreement dispute and other legal matters.
2 The Group identified impairment indicators and indicators of impairment reversals relating to assets
held by the Group at the year-end date. An impairment review of those assets was undertaken,
resulting in adjusting net impairment charges of £107.3m. Amounts have been reported separately
in the table above where they relate to the Group’s UK F&B strategy (Accelerating Growth Plan).
Impairments arising outside of this strategic programme are comprised of impairment charges on
sites of £40.6m (£30.8m relating to property, plant and equipment and £9.8m relating to right-of-use
assets) offset by impairment reversals of £10.3m (£7.2m relating to property, plant and equipment
and £3.1m relating to right-of-use assets), netting to an impairment charge of £30.3m. In addition,
impairment charges of £0.2m have been recorded in relation to assets held for sale during the year.
This brings the total adjusting net impairment charges outside of the Group’s UK F&B strategy to
£30.5m within operating costs. Further information including a country split is provided in Note 14.
During the comparative year, an impairment review of those assets was undertaken, resulting in
adjusting net impairment charges of £30.1m. This was made up of an impairment loss on sites of
£85.0m (£76.1m relating to property, plant and equipment and £8.9m relating to right-of-use assets)
offset by impairment reversals of £54.9m (£35.5m relating to property, plant and equipment and
£19.4m relating to right-of-use assets). In addition, impairment charges of £3.3m had been recorded
in relation to assets held for sale. That brought the total adjusting net impairment charges for 2022/23
to £33.4m within operating costs.
3 Included in the amounts recorded for impairment this year are impairments driven by the impact of
the project to optimise the Group’s UK F&B strategy (Accelerating Growth Plan). These impairments
are made up of impairment charges on sites of £84.3m (£83.7m relating to property, plant and
equipment and £0.6m relating to right-of-use assets) offset by impairment reversals of £7.3m
(£7.3m relating to property, plant and equipment).
At this time the Group expects to incur further net impairment charges and write downs or accelerated
deprecation within adjusting items totalling between £80.0m and £100.0m in relation to the Accelerating
Growth Plan to transform and exit a number of the Group’s branded restaurants.
4 During the year, one of the Group’s joint ventures made a gain on a property sale with the Group’s
share being £8.9m (2022/23: £nil), the Group made gains on other property disposals of £8.7m
(2022/23: gain of £3.0m) and released net provisions of £4.2m (2022/23: net charge of £0.4m)
relating to historic indirect tax matters.
The Group established a property-related provision for the performance of remedial works at a small
number of sites. During the year, the Group has received reimbursements of costs of remedial works on
cladding material from property developers totalling £2.4m (2022/23: £nil).
During the comparative year, the Group entered into a sale and lease transaction of land and a hotel
currently under construction. As a result of this transaction, the Group received proceeds of £46.4m
and recognised a net gain of £1.4m, the completed hotel and land are now leased back following
practical completion.
5 The Group has assessed the presentation of costs incurred in relation to the current and future
strategic IT programme implementations. The programmes previously scheduled were the Group’s
Hotel Management System and HR & Payroll System, whilst the Group has now also scheduled an
upgrade to its F&B Management System. These represent significant business change costs for the
Group rather than replacements of IT systems with the System products being Software as a Service
(SaaS). The start date of these projects varies and as such we expect costs to be incurred within this
category over the next few financial years, with their commercial and strategic benefit seen as lasting
multiple years. Cash costs incurred on the programmes and presented within adjusting items in the
period were £27.1m, with cumulative cash costs to date being £40.9m (2023: £13.8m). At this time the
Group expects to incur future costs presented within adjusting items across future financial periods as
follows: during the financial year ended 2025 between £20.0m and £30.0m and during the financial
year ended 2026 between £5.0m and £15.0m.
6 The Group has incurred legal and advisory costs regarding the announced changes to facilitate the
Accelerating Growth Plan (‘AGP’). This programme represents a significant business change for the
Group’s strategic focus. The programme is expected to incur costs over the next few financial years.
Cash costs incurred on the programmes and presented within adjusting items in the period were £5.9m.
At this time the Group expects to incur future cash costs presented within this adjusting item across
the next three financial years totalling between £20.0m and £25.0m.
7. Employee benefits expense
2023/24 2022/23
£m £m
Wages and salaries
758.9
716.1
Social security costs
64.2
55.4
Defined contribution pension costs
14.7
12.8
837.8
784.3
The amounts above exclude adjusting items. Wages and salaries excludes a charge of £4.7m
this year relating to the Strategic IT programme costs (2022/23: charge of £0.5m). Included
in wages and salaries is a share-based payments expense of £15.8m (2022/23: £17.7m), which
arises from transactions accounted for as equity-settled share-based payments.
Employee costs are split between hourly paid and salaried employees as below:
2023/24
£m
2022/23
£m
Employee costs – hourly paid 549.7 520.1
Employee costs – salaried 288.1 264.2
837.8 784.3
S G FINANCIAL STATEMENTS O 181
Whitbread PLC Annual Report and Accounts 2023/24
7. Employee benefits expense continued
2023/24 2022/23
Average number of employees directly employed Number Number
UK & Ireland
38,106
37,865
Germany
1,505
1,139
39,611
39,004
Employees of joint ventures are excluded from the numbers above.
Directors’ remuneration is disclosed below:
2023/24 2022/23
£m £m
Directors’ remuneration
3.9
4.8
Aggregate contributions to the defined contribution pension scheme
—
—
Aggregate gains on the exercise of share options
0.6
1.0
The number of directors accruing benefits under the defined benefit pension scheme was
nil (2022/23: nil).
8. Finance (costs)/income
2023/24 2022/23
Finance costs £m £m
Interest on bank loans and overdrafts
(4.6)
(5.1)
Interest on other loans
(24.2)
(24.3)
Interest on lease liabilities (Note 22)
(154.9)
(138.7)
Interest capitalised (Note 13)
5.5
2.5
Unwinding of discount on contingent consideration (Note 26)
—
(0.2)
Cost of hedging (Note 25)
(1.1)
(1.1)
(179.3)
(166.9)
2023/24 2022/23
Finance income £m £m
Bank interest receivable
50.0
23.2
IAS 19 pension net finance income (Note 32)
16.2
13.6
66.2
36.8
Total net finance costs
(113.1)
(130.1)
Net finance costs includes £178.2m (2022/23: £165.6m) finance costs and £50.0m
(2022/23: £23.2m) finance income in respect of financial assets and liabilities that are
measured at amortised cost using the effective interest rate method.
9. Taxation
2023/24 2022/23
Consolidated income statement £m £m
Current tax:
Current tax expense
59.3
35.3
Adjustments in respect of previous periods
(6.7)
0.7
52.6
36.0
Deferred tax:
Origination and reversal of temporary differences
76.8
51.5
Effect of in-year rate differential/change in tax rates
(0.5)
9.8
Adjustments in respect of previous periods
10.7
(1.2)
87.0
60.1
Tax reported in the consolidated income statement
139.6
96.1
2023/24 2022/23
Consolidated statement of other comprehensive income £m £m
Current tax:
Defined benefit pension scheme
10.0
(0.7)
Tax on net (loss)/gain on hedge of a net investment
1.2
—
Tax on exchange differences on translation of foreign operations
(2.7)
—
8.5
(0.7)
Deferred tax:
Cash flow hedges
(4.3)
—
Tax on net (loss)/gain on hedge of a net investment
—
(2.1)
Tax on exchange differences on translation of foreign operations
—
4.0
Defined benefit pension scheme
(59.5)
(54.7)
(63.8)
(52.8)
Tax reported in other comprehensive income
(55.3)
(53.5)
A reconciliation of the tax expense applicable to adjusted profit before tax and profit
before tax at the statutory tax rate, to the actual tax expense at the Group’s effective tax
rate, for the years ended 29 February 2024 and 2 March 2023 respectively is set out below.
All current year items have been tax effected at the UK statutory rate of 24.5% (2022/23: 19%)
with the exception of the effect of unrecognised losses in overseas companies, which has
been tax effected at the statutory rate in the relevant jurisdictions with an adjustment to
account for the differential tax rates included in the effect of different tax rates.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
At 29 February 2024
182
Whitbread PLC Annual Report and Accounts 2023/24
FINANCIAL STATEMENTS
9. Taxation continued
2023/24
2022/23
Tax on adjusted Tax on adjusted
profit Tax on profit profit Tax on profit
£m £m £m £m
Profit before tax as reported in the consolidated income statement
561.1
451.7
413.4
374.9
Tax at current UK tax rate of 24.5% (2022/23: 19.0%)
137.5
110.7
78.5
71.2
Effect of different tax rates
(5.9)
(8.3)
(7.5)
(11.5)
Unrecognised losses in overseas companies
15.5
25.8
19.5
29.4
Effect of super deduction in respect of tax relief for fixed assets
(0.5)
(0.5)
(4.5)
(4.5)
Expenditure not allowable
6.5
5.7
2.4
1.4
Adjustments to current tax expense in respect of previous years
(6.7)
(6.7)
0.7
0.7
Adjustments to deferred tax expense in respect of previous years
10.7
10.7
(1.2)
(1.2)
Impact of deferred tax in respect of sale and lease transaction (Note 6)
—
—
—
3.4
Impact of deferred tax being at a different rate from current tax rate
—
(0.5)
—
9.8
Impact of deferred tax related to indexation allowance
4.4
4.4
—
—
Other movements
(1.6)
(1.7)
(2.7)
(2.6)
Tax expense reported in the consolidated income statement
159.9
139.6
85.2
96.1
Adjustments to current and deferred tax expenses in respect of previous years include adjustments relating to the reassessment of tax on the asset-backed pension scheme (Pension
Funding Partnership) which has been agreed with HMRC during the financial year.
Factors affecting the tax charge for future years
The UK Budget 2021 announcement on 3 March 2021 included an increase to the UK’s main corporation tax rate to 25%, effective from 1 April 2023, as a result of this all UK deferred tax
balances are recognised at the rate of 25%.
Pillar Two Legislation
In December 2021, the OECD released model rules for a new global minimum corporate tax framework applicable to multinational enterprise groups with global revenues of over €750m
(‘Pillar Two’). The BEPS Pillar Two Minimum Tax legislation was substantively enacted in June 2023 in the UK and will be effective for the Group’s financial year beginning 1 March 2024.
The Group has applied the mandatory temporary exception under IAS 12 in relation to the accounting for deferred taxes arising from the implementation of the Pillar Two rules. The Group
has performed an assessment of its potential exposure to Pillar Two income taxes and the new rules are not expected to have a material impact on the tax charge for the Group.
S G FINANCIAL STATEMENTS O 183
Whitbread PLC Annual Report and Accounts 2023/24
9. Taxation continued
Deferred tax
The major deferred tax assets/(liabilities) recognised by the Group and movement during the current and prior financial years are as follows:
Accelerated Rolled over gains
capital and property
allowances revaluations Pensions Leases Losses Other Total
£m £m £m £m £m £m £m
At 3 March 2022
(72.5)
(92.5)
(165.9)
48.7
139.3
(7.7)
(150.6)
Credit to consolidated income statement
(14.7)
(2.1)
(5.2)
(3.3)
(39.9)
5.1
(60.1)
Credit/(expense) to statement of comprehensive income
—
—
54.7
—
(1.9)
—
52.8
Expense to statement of changes in equity
—
—
—
—
—
0.1
0.1
Foreign exchange and other movements
—
0.8
—
(1.1)
—
(0.1)
(0.4)
At 2 March 2023
(87.2)
(93.8)
(116.4)
44.3
97.5
(2.6)
(158.2)
(Expense)/credit to consolidated income statement
(22.5)
7.7
(5.3)
(0.4)
(62.7)
(3.8)
(87.0)
Credit to statement of comprehensive income
—
—
59.5
—
—
4.3
63.8
Credit/(expense) to statement of changes in equity
—
—
—
0.4
(0.1)
0.2
0.5
Foreign exchange and other movements
—
—
—
(0.5)
0.5
(0.2)
(0.2)
At 29 February 2024
(109.7)
(86.1)
(62.2)
43.8
35.2
(2.1)
(181.1)
3
1
2
1
2
1 The total charge to the consolidated income statement of £87.0m (2022/23: £60.1m) relates largely to the utilisation of tax losses carried forward in the period of £57.2m (2022/23: £33.0m) and accelerated
capital allowances arising from full expensing/super deduction reliefs of £25.3m (2022/23: £15.0m), these being the largest components of the net charge.
2 The total credit to other comprehensive income of £63.8m (2022/23: credit of £52.8m) relates predominantly to a net deferred tax credit on defined benefit pension scheme movements through other
comprehensive income of £59.5m (2022/23: credit of £54.7m).
3 The Other category includes a deferred tax liability of £13.6m (2023: £12.5m) in respect of capitalised interest and a deferred tax asset of £7.3m (2023: £7.1m) in respect of share-based payments.
The Group recognises UK deferred tax assets to the extent that taxable profits will be available to utilise deductible temporary differences or unused tax losses. At 29 February 2024,
no net UK deferred asset is unrecognised (2023: £nil).
The Group has unrecognised German tax losses of £226.6m (2023: £199.9m) which can be carried forward indefinitely and offset against future taxable profits in the same tax group.
The Group carries out an assessment of the recoverability of these losses at the reporting period and, to the extent that they exceed tax liabilities within the same tax group, does not
deem it appropriate at this stage to recognise any net German deferred tax asset. Recognition of German deferred tax assets in their entirety would result in an increase in the reported
deferred tax asset of £72.4m (2023: £63.8m). The impact on the effective tax rate from the non-recognition of these assets in the current year is 1.9% (2022/23: 6.1%).
At 29 February 2024, no deferred asset is recognised (2023: £nil) on gross temporary differences of £2.4m (2023: £11.1m) relating to the accumulated losses of other international
subsidiaries as the Group is able to control the timings of the reversal of these temporary differences and it is probable that they will not reverse in the foreseeable future.
Tax relief on total interest capitalised amounts to £1.2m (2022/23: £0.5m).
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
At 29 February 2024
184
Whitbread PLC Annual Report and Accounts 2023/24
FINANCIAL STATEMENTS
10. Earnings per share
The basic earnings per share (EPS) figures are calculated by dividing the net profit/(loss)
for the period attributable to ordinary shareholders of the parent by the weighted average
number of ordinary shares in issue during the period after deducting treasury shares and
shares held by an independently managed employee share ownership trust (ESOT).
The diluted earnings per share figures allow for the dilutive effect of the conversion into
ordinary shares of the weighted average number of options outstanding during the period.
Where the average share price for the period is lower than the option price, the options
become anti-dilutive and are excluded from the calculation.
The number of shares used for the earnings per share calculations are as follows:
2023/24 2022/23
million million
Basic weighted average number of ordinary shares
193.9
201.5
Effect of dilution – share options
1.3
1.3
Diluted weighted average number of ordinary shares
195.2
202.8
The total number of shares in issue at the year-end, as used in the calculation of the basic
weighted average number of ordinary shares, was 197.4m, less 12.5m treasury shares held
by Whitbread PLC and 0.9m held by the ESOT (2023: 214.6m, less 12.5m treasury shares
held by Whitbread PLC and 1.2m held by the ESOT).
The profits used for the earnings per share calculations are as follows:
2023/24 2022/23
£m £m
Profit for the year attributable to parent shareholders
312.1
278.8
Adjusting items before tax (Note 6)
109.4
38.5
Adjusting tax (credit)/expense (Note 6)
(20.3)
10.9
Adjusted profit for the year attributable to parent shareholders
401.2
328.2
2023/24 2022/23
pence pence
Basic EPS on profit for the year
161.0
138.4
Adjusting items before tax
56.4
19.1
Adjusting tax (credit)/expense
(10.5)
5.4
Basic EPS on adjusted profit for the year
206.9
162.9
Diluted EPS on profit for the year
159.9
137.5
Diluted EPS on adjusted profit for the year
205.5
161.8
11. Dividends paid and proposed
2023/24
2022/23
pence per pence per
share
£m
share
£m
Final dividend, proposed and paid,
relating to the prior year
49.80
99.2
34.70
70.1
Interim dividend proposed, and paid,
for the current year
34.10
65.3
24.40
49.0
Total equity dividends paid in
the year
164.5
119.1
Dividends on other shares:
B share dividend
2.60
0.1
—
—
C share dividend
5.50
0.1
1.00
—
Total dividends paid
164.7
119.1
Proposed for approval at annual
general meeting:
Final equity dividend for the
current year
62.90
115.0
49.80
100.0
A final dividend of 62.90p per share amounting to a dividend of £115.0m was recommended
by the directors at their meeting on 29 April 2024. A dividend reinvestment plan (DRIP)
alternative will be offered. The proposed final dividend is subject to approval by shareholders
at the annual general meeting and has not been included as a liability in these consolidated
financial statements.
S G FINANCIAL STATEMENTS O 185
Whitbread PLC Annual Report and Accounts 2023/24
12. Intangible assets
IT software and
Goodwill technology Total
£m £m £m
Cost
At 3 March 2022
350.1
120.2
470.3
Additions
—
36.8
36.8
Assets written off
—
(10.5)
(10.5)
Foreign currency translation
—
0.2
0.2
At 2 March 2023
350.1
146.7
496.8
Additions
—
28.6
28.6
Assets written off
—
(15.2)
(15.2)
Foreign currency translation
—
(0.1)
(0.1)
At 29 February 2024
350.1
160.0
510.1
Amortisation and impairment
At 3 March 2022
(239.6)
(71.4)
(311.0)
Amortisation during the year
—
(16.5)
(16.5)
Amortisation on assets written off
—
10.5
10.5
Foreign currency translation
—
(0.2)
(0.2)
At 2 March 2023
(239.6)
(77.6)
(317.2)
Amortisation during the year
—
(23.2)
(23.2)
Amortisation on assets written off
—
15.2
15.2
Foreign currency translation
—
0.1
0.1
At 29 February 2024
(239.6)
(85.5)
(325.1)
Net book value at 29 February 2024
110.5
74.5
185.0
Net book value at 2 March 2023
110.5
69.1
179.6
Other than goodwill, there are no intangible assets with indefinite lives. IT software and
technology assets, which are made up entirely of internally generated assets, have been
assessed as having finite lives and are amortised under the straight-line method over
periods ranging from three to ten years from the date the asset became fully operational.
Note 14 contains details of the impairment review conducted on Goodwill as at the
year-end date.
Capital expenditure commitments
Capital expenditure commitments in relation to intangible assets at the year-end amounted
to £6.5m (2023: £7.7m).
13. Property, plant and equipment
Land and Plant and
buildings equipment Total
£m £m £m
Cost
At 3 March 2022
3,662.0
1,580.7
5,242.7
Additions
295.7
208.4
504.1
Interest capitalised
2.5
—
2.5
Net movements from/to held for sale in the year
6.1
3.8
9.9
Disposals
(7.0)
(2.0)
(9.0)
Assets written off
(3.9)
(73.7)
(77.6)
Asset reclassified from right-of-use asset
(3.3)
—
(3.3)
Foreign currency translation
30.4
4.5
34.9
At 2 March 2023
3,982.5
1,721.7
5,704.2
Additions
242.3
223.7
466.0
Interest capitalised
5.5
—
5.5
Net movements from/to held for sale in the year
(58.2)
(53.8)
(112.0)
Disposals
(39.8)
(9.7)
(49.5)
Assets written off
(2.8)
(91.7)
(94.5)
Foreign currency translation
(18.7)
(2.8)
(21.5)
At 29 February 2024
4,110.8
1,787.4
5,898.2
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
At 29 February 2024
186
Whitbread PLC Annual Report and Accounts 2023/24
FINANCIAL STATEMENTS
13. Property, plant and equipment continued
Land and Plant and
buildings equipment Total
£m £m £m
Depreciation and impairment
At 3 March 2022
(281.4)
(734.2)
(1,015.6)
Depreciation charge for the year
(23.5)
(139.7)
(163.2)
Net impairment charge (Note 14)
(26.4)
(15.5)
(41.9)
Net movements from/to assets held for sale in the year
(6.1)
(1.8)
(7.9)
Disposals
2.2
2.0
4.2
Depreciation on assets written off
3.9
72.1
76.0
Foreign currency translation
(0.4)
(1.2)
(1.6)
At 2 March 2023
(331.7)
(818.3)
(1,150.0)
Depreciation charge for the year
(23.8)
(153.1)
(176.9)
Net impairment (charge)/reversal (Note 14)
(111.2)
11.2
(100.0)
Net movements from/to assets held for sale in the year
16.5
33.1
49.6
Disposals
4.7
5.9
10.6
Depreciation on assets written off
2.8
91.7
94.5
Foreign currency translation
0.8
1.1
1.9
At 29 February 2024
(441.9)
(828.4)
(1,270.3)
Net book value at 29 February 2024
3,668.9
959.0
4,627.9
Net book value at 2 March 2023
3,650.8
903.4
4,554.2
Included above are assets under construction of £492.7m (2023: £426.9m).
There is a charge in favour of the pension scheme over properties with a market value
of £531.5m (2023: £531.5m). See Note 32 for further information.
Amounts relating to right-of-use assets under IFRS 16 are detailed in Note 22.
Capital expenditure commitments
2024 2023
£m £m
Capital expenditure commitments for property, plant and
equipment for which no provision has been made
56.5
125.4
Capitalised interest
Interest capitalised during the year amounted to £5.5m, using an average rate of 2.4%
(2022/23: £2.5m, using an average rate of 2.5%).
14. Impairment
During the year, net impairment charges of £107.5m (2022/23: net impairment charges
of £33.4m) were recognised within operating costs.
Accelerating Growth Plan:
Impairment of £84.3m has been recognised in respect of sites impacted by the announced
changes to facilitate the Accelerating Growth Plan (see section below). Included within this
amount is £80.6m where the carrying value exceeds the expected sale proceeds less costs
to sell. In addition, a further impairment of £3.7m has been recorded, to reflect the impact
of the reduced cashflows as a result of the announcement of the Extensions programme.
This was offset by the reversal of previous impairments relating to disposal sites of £7.3m.
UK:
Gross impairment charges in the UK of £8.4m (2022/23: £54.2m) have been driven
by changes to forecast cashflows at a small number of sites and an amount of £10.3m
(2022/23: £54.9m) was recognised as reversals of previous impairment driven by a strong
performance across other sites, particularly those in London. This amount includes £0.9m
relating to the Premier Inn hotel remaining following the expected disposal of the neighbouring
branded restaurant.
Germany:
In order to reach scale at pace and gain access to a number of key markets, the Group
has invested in freehold and leasehold sites through organic opportunities as well as
utilising acquisitions. Now having a recent history of trading, the Group has updated the
relevant cash flow assumptions which has resulted in an impairment charge of £32.2m
(2022/23: impairment charge of £30.8m), relating to seven of our hotels. The impairment
charge is included within adjusting items.
Assets held for sale
In addition, impairment charges of £0.2m (2022/23: £3.3m) have been recorded in relation
to other assets held for sale during the year.
S G FINANCIAL STATEMENTS O 187
Whitbread PLC Annual Report and Accounts 2023/24
14. Impairment continued
The charges/(reversals) were recognised on the following classes of assets:
2023/24 2022/23
£m £m
Impairment charges/(reversals) included in operating costs
Property, plant and equipment – impairment charges
30.8
76.1
Property, plant and equipment – impairment reversals
(7.2)
(35.5)
Property, plant and equipment – impact of accelerating growth
programme
76.4
—
Property, plant and equipment – transfer to assets held for sale
—
1.3
Right-of-use assets – impairment charges
9.8
8.9
Right-of-use assets – impairment reversals
(3.1)
(19.4)
Right-of-use assets – impact of accelerating growth programme
0.6
—
Assets held for sale
0.2
2.0
Total charges for impairment included in operating costs
107.5
33.4
Property, plant and equipment and right-of-use assets – impairment review
The carrying value of property, plant and equipment and right-of-use assets are reviewed
for impairment whenever events or changes in circumstances indicate that their carrying
values may not be recoverable.
The majority of the Group’s trading sites offer a combination of accommodation and food
and beverage services, either through a hotel and branded restaurant at the same location
or a hotel which offers food and beverage. Due to the high dependency of cashflows across
accommodation and food and beverage services at these locations, the Group considers
each such trading site to be a separate Cash Generating Unit (CGU). Exceptions to this exist
in the form of a small number of trading sites that provide food and beverage only, or sites
where a third party provides food and beverage services. In addition, in circumstances
where the Group is committed to disposal of a proportion of a site, the related proportion
is not included in the trading CGU as the economic benefits are expected to be received
principally through sale.
In assessing whether an asset has been impaired, the carrying amount of the CGU is
compared to its recoverable amount. The recoverable amount is the higher of its value
in use and its fair value less costs of disposal.
Valuation methodology:
The Group calculates a value in use (VIU) for each CGU. The key assumptions used in
calculating VIU are set out below.
Where the VIU is lower than the carrying value of the CGU, the Group additionally
estimates a fair value less costs of disposal (FVLCD) for each site:
For leasehold sites, FVLCD is estimated based on present value techniques using a
discounted cash flow method.
For freehold sites, FVLCD is estimated based on applying a market multiple to the
CGU’s EBITDAR. Where the Group deem it appropriate for the purpose of assessing fair
value for sites the Group has sought expert valuations based on insight into local market
specific factors.
The assumptions applied in estimating fair value for each of the above are set out below.
Both estimates of FVLCD rely on inputs not normally observable by market participants
and are therefore level 3 measurements in the fair value hierarchy.
All of the impairment assessments take account of expected market conditions which
include future risks including climate change and related legislation.
Key assumptions:
VIU for freehold and leasehold sites:
The key assumptions used by management in estimating VIU were:
Discount rates
The discount rate is based on the Weighted Average Cost of Capital (WACC) of a typical
market participant, taking into account specific country and currency risks associated with
the Group. The UK discount rate has increased reflecting market volatility in the spot
risk-free rate and gearing ratios used in the WACC calculation, while the German discount
rate has remained consistent year on year due to offsetting movements.
2023/24
2022/23
UK
Germany
UK
Germany
Pre-tax discount rate
11.6%
9.9%
11.1%
9.9%
Post-tax discount rate
9.3%
7.5%
8.9%
7.5%
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
At 29 February 2024
188
Whitbread PLC Annual Report and Accounts 2023/24
FINANCIAL STATEMENTS
14. Impairment continued
Property, plant and equipment and right-of-use assets – impairment review continued
Key assumptions: continued
VIU for freehold and leasehold sites: continued
Approved budget period
Forecast cash flow for the initial five-year period are based on actual cash flows and
considered after applying management’s assumptions of the performance of the Group
over the next five years.
The key assumptions used by management in setting the Board-approved financial budgets
for the initial five-year period were as follows:
• Forecast period cash flows: The initial five-year period’s cash flows are drawn from the
five-year business plan.
• Forecast growth rates: Forecast growth rates are based on the Group business plan, which
includes assumptions around the UK and German economies over the next five years.
• Operating profits are forecast based on historical experience of operating margins,
adjusted for the impact of inflation and cost saving initiatives.
• Local factors impacting the site in the current year or expected to impact the site in
future years. Key assumptions include the maturity profile of individual sites, the future
potential of immature sites and the impact of increasing or reducing market supply in
the local area.
Long-term growth rates
A long-term growth rate of 2.0% (2023: 2.0%) was used for cash flows subsequent to the
five-year approved budget/plan period. This long-term growth rate is a conservative rate
and is considered to be lower than the long-term historical growth rates of the underlying
territories in which the CGUs operate and the long-term growth rate prospects of the
sectors in which the CGUs operate.
FVLCD for leasehold sites:
The key assumptions used by management in estimating the FVLCD on a discounted cash
flow method were similar to those used in the VIU assessment, modified to reflect
estimated cost of disposal and lease payments.
Discount rates
The inclusion of lease payments is reflected in the discount rate applied to FVLCD for
leaseholds, increasing WACC for the specific asset class versus that in the VIU assessment
as below:
2023/24
2022/23
UK
Germany
UK
Germany
Pre-tax discount rate for FVLCD for
leaseholds
12.4%
10.7%
12.3%
11.0%
FVLCD for freehold sites:
The key assumption used by management in estimating the FVLCD for freehold sites is an
EBITDAR multiple.
EBITDAR multiple
An EBITDAR multiple is estimated based on a normalised trading basis and market data
obtained from external sources. This resulted in a multiple in the range of 7 to 11 times.
Announced changes in relation to Group’s Accelerating Growth Plan (‘AGP’)
As set out in detail on page 10 of the strategic report the Group has announced changes to
facilitate its optimisation of UK F&B. This has had the following impact on the Group’s
impairment review:
Extensions programme:
As part of the Group’s Extensions programme, some of the Group’s branded restaurants
will be repurposed with smaller space devoted to providing integrated F&B services and
remaining space being converted to additional hotel rooms. The composition of the CGU
remains unchanged, however the forecast cashflows have been updated to include the
committed elements of this plan.
The useful economic life of relevant buildings and FF&E will be reassessed as more
certainty is obtained over site-level plans.
S G FINANCIAL STATEMENTS O 189
Whitbread PLC Annual Report and Accounts 2023/24
14. Impairment continued
Announced changes in relation to Group’s Accelerating Growth Plan (‘AGP’) continued
Disposal sites:
The Group has a committed plan to dispose of a further group of sites to third parties.
At the year-end, sites that are being actively marketed with a valid expectation that they
will be disposed of within 12 months from the balance sheet date have been moved to
assets held for sale (AHFS). As the economic benefit of these sites is expected to be
recovered through sale rather than by continuing to trade, these sites have been measured
at the lower of cost and expected proceeds less costs of disposal resulting in an impairment
of £44.2m. The remaining NBV of £46.2m relating to these sites has been moved to assets
held for sale.
Those sites that do not meet the criteria as AHFS have been measured at the lower of cost
and their net realisable value (NRV). NRV in these instances is represented by their FVLCD
which is higher than their VIU. An impairment charge of £29.1m has been recognised for
these sites resulting in a remaining NBV of £10.0m.
Sensitivity to changes in assumptions
The level of impairment is predominantly dependent upon estimates used in arriving at
future growth rates and the discount rates applied to cash flow projections. The
incremental impact on the net impairment charge of applying a reasonably possible change
in assumptions to the growth rates used in the five-year business plans, long-term growth
rates, pre-tax discount rates, EBITDAR multiple and FV of disposal is as follows:
Total
£m
Incremental increase/(decrease) to the net impairment charge
Increase to net impairment charge if year one’s cashflows reduced by 10%
2.9
Decrease to net impairment charge if year one’s cashflows increased by 10%
(1.2)
Increase to net impairment charge if discount rates increased by 2%
20.5
Decrease to net impairment charge if discount rates reduced by 2%
(23.2)
Increase to net impairment charge if the FV of disposal sites is reduced by 20%
9.8
Decrease to net impairment charge if the FV of disposal sites is increased by 20%
(10.3)
Increase to net impairment charge if long-term growth rates reduced by 1%
10.1
Increase to net impairment charge if EBITDAR multiple reduced by 10%
12.8
The above sensitivity analyses are based on a reasonably possible change in an assumption
(in line with disclosure requirements) whilst holding all other assumptions constant. In
practice, this is unlikely to occur and changes in some of the assumptions may be correlated .
Goodwill
Following the impairment assessment over property, plant and equipment and right-of-use
assets, the Group completed an impairment review of goodwill. Goodwill acquired through
business combinations is allocated to groups of CGUs at an operating segment level, being
the level at which management monitors goodwill. As a result of the German goodwill
being impaired in previous years, all of the Group’s goodwill is allocated to the UK and
Ireland segment.
The recoverable amount is the higher of FVLCD and VIU using the same assumptions
as those used in the site level impairment reviews. The recoverable amount has been
determined from VIU calculations. The future cash flows are based on assumptions from
the approved budget and cover a five-year period. These forecasts include management’s
most recent view of medium-term trading prospects. Cash flows beyond this period are
extrapolated using a 2.0% (2023: 2.0%) growth rate. The pre-tax discount rate applied to
cash flow projections is 11.6% (2023: 11.1%).
Given the level of headroom within the UK segment, there is no reasonably possible change
that could result in a further material impairment of goodwill.
Investments in joint ventures
During the period, the Group’s interest in Healthy Retail Limited was sold (refer to Note 16
for details).
Assets held for sale
In addition to impairments on assets transferred to held for sale in the year, an impairment
charge of £0.2m (2022/23: £2.0m) was recorded in relation to assets which had previously
been classified as held for sale as a result of a reduction in expected sales proceeds.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
At 29 February 2024
190
Whitbread PLC Annual Report and Accounts 2023/24
FINANCIAL STATEMENTS
15. Assets classified as held for sale
The following table presents the major classes of assets and liabilities classified as held for sale:
2024 2023
£m £m
Property, plant and equipment
56.0
3.2
Right-of-use assets
5.2
—
Lease liabilities
(6.8)
—
Assets classified as held for sale
54.4
3.2
At the year end, there were 73 sites with a combined net book value of £54.4m
(2023: five at £3.2m) classified as assets held for sale (AHFS). There are no gains
or losses recognised in other comprehensive income with respect to these assets.
As described in Note 14, sites have been transferred to assets held for sale during the
period following the Group’s commitment to the Accelerating Growth Plan. As a result,
£46.2m relating to 65 sites has been transferred to assets held for sale. Further sites will be
added as they meet the AHFS criteria outlined below.
As with previous years, the Group disposes of sites as part of its programme to optimise its
property estate. During the year, as part of this plan, ten property assets with a combined
net book value of £14.6m (2022/23: eight at £5.2m) were transferred to assets held for sale.
No properties were transferred back to property, plant and equipment (2022/23: seven at £7.9m).
Seven property assets were sold during the year having a net book value of £9.4m
(2022/23: seven at £57.5m). An impairment loss of £0.2m (2022/23: £1.4m) was
recognised relating to assets classified as held for sale.
Sites are classified as held for sale only if they are available for immediate sale in their
present condition and a sale is highly probable and expected to be completed within one
year from the date of classification. If a site no longer meets this criteria at future reporting
dates it is transferred back to property, plant and equipment.
Included within assets held for sale are assets which were written down to fair value less
costs to sell of £34.4m (2023: £1.5m). The fair value of property assets was determined
based on current prices in an active market for similar properties. Where such information
is not available management consider information from a variety of sources including
current prices for properties of a different nature or recent prices of similar properties,
adjusted to reflect those differences. This is a level 3 measurement as per the fair value
hierarchy set out in Note 25. The key inputs under this approach are the property size
and location.
16. Investment in joint ventures
Premier Inn Hotels LLC
The Group holds a 49% interest in Premier Inn Hotels LLC, a joint venture which operates
Premier Inn branded hotels in the United Arab Emirates. The investment forms part of the
Group’s international growth strategy. Premier Inn Hotels LLC holds a 49% investment in
Premier Inn Qatar Limited.
During the year, Premier Inn Hotels LLC repatriated £7.7m (2022/23: £nil) to the Group,
which has been treated as a return of capital. The Group still exercises significant influence
over the entity.
Healthy Retail Limited
The Group previously held a 49% interest in Healthy Retail Limited, a joint venture which
operated a chain of stores in London trading as ‘Pure’. On 22 December 2023 the Group
sold its interest in the entity for £1, therefore no longer holding significant influence over
the entity.
Premier Inn Kier Limited
The Group holds a 50% investment in this dormant UK entity.
2024 2023
Movement in investment in joint ventures £m £m
Opening investment in joint ventures
48.2
41.1
Share of profit/loss for the year
13.0
2.3
Foreign exchange movements
(2.7)
4.8
Distributions received from joint ventures
(7.7)
—
Loans advanced
—
1.5
Impairment
—
(1.5)
Closing investment in joint ventures
50.8
48.2
1
1 Includes an impairment of loans advanced to joint ventures of £nil (2022/23: £1.5m) determined under
IFRS 9.
S G FINANCIAL STATEMENTS O 191
Whitbread PLC Annual Report and Accounts 2023/24
16. Investment in joint ventures continued
2024
2023
Healthy
Premier Inn Premier Inn Retail
Hotels LLC Hotels LLC Limited Total
Summary of joint ventures’ balance sheets £m £m £m £m
Current assets
18.6
15.6
1.9
17.5
Non-current assets
132.3
154.1
16.1
170.2
Current liabilities
(13.6)
(16.0)
(18.3)
(34.3)
Non-current liabilities
(33.8)
(55.2)
(13.2)
(68.4)
Net assets
103.5
98.5
(13.5)
85.0
Group’s share of interest in joint ventures’
net assets
50.7
48.2
(6.6)
41.6
Premium paid on acquisition
—
—
4.5
4.5
Loans to joint ventures
—
—
9.0
9.0
Accumulated impairment
—
—
(6.9)
(6.9)
Group’s carrying amount of the investment
50.7
48.2
—
48.2
Within gross balance sheets
Cash and cash equivalents
15.7
12.5
0.9
13.4
Current financial liabilities
(4.7)
(7.5)
(14.9)
(22.4)
Non-current financial liabilities
(33.8)
(55.2)
(13.2)
(68.4)
2024
2023
Healthy
Premier Inn Premier Inn Retail
Hotels LLC Hotels LLC Limited Total
Summary of joint ventures’ income statement £m £m £m £m
Revenue
34.5
28.6
20.9
49.5
Other income
—
—
—
—
Depreciation and amortisation
(3.9)
(4.8)
(4.8)
(9.6)
Other operating costs
(19.0)
(16.2)
(19.0)
(35.2)
Gain on disposal
18.2
—
—
—
Finance costs
(3.3)
(2.9)
(1.5)
(4.4)
Profit/(loss) before tax
26.5
4.7
(4.4)
0.3
Income tax
—
—
—
—
Profit/(loss) after tax
26.5
4.7
(4.4)
0.3
Group share
Profit after tax
13.0
2.3
—
2.3
1
1 The Group’s share of loss after tax of Healthy Retail Limited has been recognised only to the extent
that its share of losses equals its interest in the joint venture, following the impairment recorded
during the prior year.
At 29 February 2024, the Group’s share of the capital commitments of its joint ventures
amounted to £0.2m (2023: £0.1m).
17. Inventories
2024 2023
£m £m
Finished goods held for resale
17.4
15.5
Consumables
3.8
6.2
21.2
21.7
The carrying value of inventories is stated net of a provision of £1.5m (2023: £3.2m).
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
At 29 February 2024
192
Whitbread PLC Annual Report and Accounts 2023/24
FINANCIAL STATEMENTS
18. Trade and other receivables
2024 2023
£m £m
Trade receivables
54.4
46.0
Prepayments and accrued income
34.4
49.8
Other receivables
30.5
46.0
119.3
141.8
Analysed as:
Current
119.3
141.8
Non-current
—
—
119.3
141.8
Trade and other receivables are non-interest bearing and are generally on 30-day terms.
Trade receivables includes £52.0m (2023: £45.1m) relating to contracts with customers.
The allowance for expected credit loss relating to trade and other receivables at 29 February 2024
was £0.9m (2023: £1.7m). During the year, credit losses of £0.8m (2022/23: £1.2m) were
recognised within operating costs in the consolidated income statement.
19. Cash and cash equivalents
2024 2023
£m £m
Cash at bank and in hand
97.8
60.2
Money market funds
193.9
769.6
Short-term deposits
405.0
335.0
696.7
1,164.8
Short-term deposits are made for varying periods of between one day and three months
depending on the immediate cash requirements of the Group. They earn interest at the
respective short-term deposit rates.
The Group does not have material cash balances which are subject to contractual or
regulatory restrictions.
For the purposes of the consolidated cash flow statement, cash and cash equivalents
comprise the amounts as disclosed above.
20. Borrowings
Amounts drawn down on the Group’s borrowing facilities are as follows:
Current
Non-current
2024 2023 2024 2023
£m £m £m £m
Senior unsecured bonds
—
—
994.9
993.4
—
—
994.9
993.4
Revolving credit facility and covenant
In May 2023 the Group signed an extension to the existing five-year £775.0m multicurrency
Revolving Credit Facility Agreement, extending the final maturity date by one year to now
expire on 25 May 2028. The facility’s other terms remain consistent, being a Multicurrency
Revolving Facility Agreement and having variable interest rates with GBP being linked to
SONIA and EUR being linked to EURIBOR. The revolving credit facility agreement contains
one financial covenant ratio, being:
Net Debt/Adjusted EBITDA <3.5x.
As at 29 February 2024, £35.0m of the £775.0m Revolving Credit Facility is carved-out as
an ancillary guarantee facility for the Group’s use in Germany. Guarantees totalling €22.8m
were in issue at 29 February 2024 (March 2023: €21.6m).
Senior unsecured bonds
The Group has issued senior unsecured bonds with coupons and maturities as shown in the
following table:
Year
Title
issued
Principal value
Maturity
Coupon
2025 senior unsecured bonds
2015
£450.0m
16 October 2025
3.375%
2027 senior unsecured – green use of
proceeds bonds
2021
£300.0m
31 May 2027
2.375%
2031 senior unsecured – green use of
proceeds bonds
2021
£250.0m
31 May 2031
3.000%
Amortised arrangement fees of £2.1m (2023: £2.6m) incurred in relation to the bonds
are included in the carrying value and are being amortised over the term of the bonds.
The bonds contain an early prepayment option which meets the definition of an
embedded derivative.
S G FINANCIAL STATEMENTS O 193
Whitbread PLC Annual Report and Accounts 2023/24
21. Movements in cash and net debt
Share buyback
commitments
including Net new Transfers to Amortisation of
2 March transaction lease Foreign assets held for premiums and 29 February
2023 costs Cash flow liabilities exchange sale discounts 2024
Year ended 29 February 2024 £m £m £m £m £m £m £m £m
Cash and cash equivalents
1,164.8
—
(467.0)
—
(1.1)
—
—
696.7
Liabilities from financing activities
Borrowings
(993.4)
—
—
—
—
—
(1.5)
(994.9)
Lease liabilities
(3,958.4)
—
147.1
(322.9)
29.0
6.8
—
(4,098.4)
Committed share buyback
—
603.4
(591.1)
—
—
—
—
12.3
Total liabilities from financing activities
(4,951.8)
603.4
(444.0)
(322.9)
29.0
6.8
(1.5)
(5,081.0)
Less: lease liabilities
3,958.4
—
(147.1)
322.9
(29.0)
(6.8)
—
4,098.4
Less: committed share buyback
—
(603.4)
591.1
—
—
—
—
(12.3)
Net cash/(debt)
171.4
—
(467.0)
—
(1.1)
—
(1.5)
(298.2)
Share buyback
commitments
including Net new Transfers to Amortisation
3 March transaction lease Foreign assets held for of premiums 2 March
2022 costs Cash flow liabilities exchange sale and discounts 2023
Year ended 2 March 2023 £m £m £m £m £m £m £m £m
Cash and cash equivalents
1,132.4
—
30.5
—
1.9
—
—
1,164.8
Liabilities from financing activities
Borrowings
(991.9)
—
—
—
—
—
(1.5)
(993.4)
Lease liabilities
(3,701.8)
—
133.9
(346.1)
(44.4)
—
—
(3,958.4)
Total liabilities from financing activities
(4,693.7)
—
133.9
(346.1)
(44.4)
—
(1.5)
(4,951.8)
Less: lease liabilities
3,701.8
—
(133.9)
346.1
44.4
—
—
3,958.4
Net cash/(debt)
140.5
—
30.5
—
1.9
—
(1.5)
171.4
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
At 29 February 2024
194
Whitbread PLC Annual Report and Accounts 2023/24
FINANCIAL STATEMENTS
22. Lease arrangements
The Group leases various buildings which are used as hotels and restaurants. The leases
are non-cancellable leases with varying terms, rent review clauses and renewal rights
and include variable payments that are not fixed in amount but based upon a percentage
of sales. The Group also leases various plant and equipment under non-cancellable
lease agreements.
An analysis of the Group’s right-of-use assets and lease liabilities is as follows:
Property Other Total
Right-of-use assets £m £m £m
At 3 March 2022
3,266.2
1.4
3,267.6
Additions
368.8
1.2
370.0
Net impairment reversal (Note 14)
10.5
—
10.5
Foreign currency translation
45.4
—
45.4
Depreciation
(164.8)
(1.0)
(165.8)
Terminations
(1.2)
—
(1.2)
Reclassification to PPE
(21.9)
—
(21.9)
At 2 March 2023
3,503.0
1.6
3,504.6
Additions
316.3
1.9
318.2
Net impairment charge (Note 14)
(7.3)
—
(7.3)
Foreign currency translation
(29.0)
—
(29.0)
Depreciation
(182.2)
(1.1)
(183.3)
Terminations
(1.0)
—
(1.0)
Net movements from/to assets held for sale in
the year
(5.2)
—
(5.2)
At 29 February 2024
3,594.6
2.4
3,597.0
1
During the year, the Group had non-cash additions to right-of-use assets and lease liabilities
of £212.3m (2022/23: £292.0m) relating to new leases and £105.9m (2022/23: £80.8m) relating
to amendments to existing leases. The Group recognised net lease payments of £5.8m
(2022/23: net lease incentive of £2.8m) on entering new and amended leases, within this
amount is £3.6m relating to a released prepayment of sale and lease back property
transaction (2022/23: £nil).
Property Other Total
Lease liabilities £m £m £m
At 3 March 2022
3,700.3
1.5
3,701.8
Additions
371.6
1.2
372.8
Interest
138.7
—
138.7
Foreign currency translation
44.4
—
44.4
Payments
(271.3)
(1.3)
(272.6)
Terminations
(1.5)
—
(1.5)
Reclassification to PPE
(25.2)
—
(25.2)
At 2 March 2023
3,957.0
1.4
3,958.4
Additions
322.2
1.8
324.0
Interest
154.9
—
154.9
Foreign currency translation
(29.0)
—
(29.0)
Payments
(300.6)
(1.4)
(302.0)
Terminations
(1.1)
—
(1.1)
Net movements from/to assets held for sale in
the year
(6.8)
—
(6.8)
At 29 February 2024
4,096.6
1.8
4,098.4
1
1 During the previous year, the Group acquired one property over which it had previously held a
leasehold interest.
A maturity analysis of gross lease liability payments is included within Note 24.
S G FINANCIAL STATEMENTS O 195
Whitbread PLC Annual Report and Accounts 2023/24
22. Lease arrangements continued
Amounts recognised in the Group income statement
2023/24 2022/23
£m £m
Depreciation expense of right-of-use assets
183.3
165.8
Interest expense on lease liabilities
154.9
138.7
Expense relating to low-value assets and short-term leases
—
—
Variable lease payment expenses
3.5
2.1
Net impairment charge/(reversal) of right-of-use assets (Note 14)
7.3
(10.5)
Rental income
(4.0)
(3.1)
Net lease expense recognised in the consolidated
income statement
345.0
293.0
The Group’s total cash outflow in relation to leases was £305.4m including variable lease
payments of £3.5m (2022/23: £277.4m including variable lease payments of £2.1m).
Future possible cash outflows not included in the lease liability
The Group has several lease contracts that include extension and termination options. Set
out below are the undiscounted future rental payments relating to periods following the
exercise date of extension and termination options that are not included in the lease liability.
2024 2023
£m £m
Extension options expected not to be exercised
1,361.1
1,246.4
Termination options expected to be exercised
—
—
1,361.1
1,246.4
The Group uses judgement in determining whether termination and extension option
periods will be included within the lease term. The Group assumes that, unless a decision
has been made to exit a lease, termination options will not be exercised as a result of historic
practices within the Group. At the outset of a lease, the Group assumes that it will not
exercise extension options. Due to the length of the Group’s leases, there is generally
insufficient evidence that exercising an extension option is certain.
Future increases or decreases in rentals linked to an index or rate are not included in the
lease liability until the change in cash flows takes effect. Approximately 77% of the Group’s
lease liabilities are subject to inflation-linked rentals (with 93% of these leases containing
caps) and a further 13% which are subject to open-market rent review clauses. Rental changes
linked to inflation or rent reviews typically occur on an annual or five-yearly basis.
As at 29 February 2024, the Group was committed to leases with future cash outflows
totalling £1,368.8m (2023: £1,799.7m) which had not yet commenced and as such are not
accounted for as a liability. A liability and corresponding right-of-use asset will be
recognised for these leases at the lease commencement date.
The Group as a lessor
The Group acts as a lessor in relation to a number of non-trading legacy sites and in subletting
space within trading sites. Rental income recognised by the Group during the year is £4.0m
(2022/23: £3.1m). Future minimum rentals receivable under non-cancellable operating leases
at the year-end are as follows:
2024 2023
£m £m
Within one year
3.3
2.4
After one year but not more than five years
6.7
6.0
More than five years
13.5
8.3
23.5
16.7
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
At 29 February 2024
196
Whitbread PLC Annual Report and Accounts 2023/24
FINANCIAL STATEMENTS
23. Provisions
Onerous Property Insurance Government
Restructuring contracts costs claims payments Other Total
£m £m £m £m £m £m £m
At 3 March 2022
0.4
5.0
6.6
8.2
9.3
1.8
31.3
Created
—
2.0
—
2.8
—
0.8
5.6
Transferred
—
—
—
—
2.3
—
2.3
Utilised
—
(1.4)
(1.0)
(2.3)
(0.1)
(0.1)
(4.9)
Released
(0.4)
(0.9)
—
—
(4.7)
—
(6.0)
Foreign exchange
—
—
—
—
0.2
—
0.2
At 2 March 2023
—
4.7
5.6
8.7
7.0
2.5
28.5
Created
—
0.4
4.0
2.0
—
0.4
6.8
Utilised
—
(0.9)
(4.0)
(1.0)
—
(0.3)
(6.2)
Released
—
(1.3)
—
(1.4)
(6.9)
(0.8)
(10.4)
Foreign exchange
—
—
—
—
(0.1)
—
(0.1)
At 29 February 2024
—
2.9
5.6
8.3
—
1.8
18.6
Analysed as:
Current
—
2.9
5.6
—
—
1.8
10.3
Non-current
—
—
—
8.3
—
—
8.3
At 29 February 2024
—
2.9
5.6
8.3
—
1.8
18.6
Analysed as:
Current
—
4.7
5.6
0.4
7.0
2.5
20.2
Non-current
—
—
—
8.3
—
—
8.3
At 2 March 2023
—
4.7
5.6
8.7
7.0
2.5
28.5
Onerous contracts
Onerous contract provisions relate primarily to property, software licences and supplier
contracts where the contracts have become onerous. Provision is made for property-related
costs for the period that a sublet or assignment of the lease is not possible. Onerous
contract provisions are discounted using a discount rate of 2.0% (2023: 2.0%) based on
an approximation for the time value of money.
Property-related
The amount and timing of the cash outflows are subject to variation. The Group utilises
the skills and expertise of both internal and external property experts to determine the
provision held. Provisions are expected to be utilised over a period of up to ten years.
During the year, the Group created £0.5m, utilised £0.5m and released £1.3m of
property-related onerous provisions .
Software
Certain software licence agreements were deemed to be onerous when following the
disposal of Costa and as a result of the cancellation of a contract relating to the supply
of IT equipment, it was no longer beneficial to the Group to use certain software or
IT equipment. A provision of £0.5m was brought forward in relation to these contracts.
During the year, the Group utilised £0.3m of this provision, with the provision carried
forward to be utilised over the next year.
S G FINANCIAL STATEMENTS O 197
Whitbread PLC Annual Report and Accounts 2023/24
23. Provisions continued
Onerous contracts continued
Supplier contracts
Certain supplier contract arrangements are deemed to be onerous where minimum order
commitments are not expected to be met. A provision of £0.4m was brought forward in
relation to these contracts. During the year, the Group utilised £0.1m of the provision.
Property costs
The Group has established a property-related provision for the performance of remedial
works at a small number of the Group’s sites. A provision of £5.6m is brought forward in
relation to these costs. During the year £4.0m of the provision has been utilised and £4.0m
was created. The provision is expected to be utilised over the next three years.
Insurance
A provision of £8.7m was brought forward in relation to the estimate of the cost of future
claims against the Group from employees and the public. The claims covered typically
relate to accidents and injuries sustained within Whitbread’s trading sites. During the year
£1.0m of the provision was utilised, £1.4m was released, and £2.0m was created.
Government payments
The Group had made various claims for government support in previous years which were
subject to review by relevant agencies. During the year a provision being held in relation
to Whitbread’s claims within Germany was released as management is satisfied that no
repayments are required following final submission. Also during the year a provision being
held in relation to Whitbread’s claims in respect of historical indirect tax payments was
released as the claim was paid out and settled, not requiring utilisation of this provision.
Other
The Group has previously announced its intention to exit hotel operations in South East
Asia. This resulted in the recognition of a provision of £3.7m for risks arising from tax affairs
and indemnity agreements. During the year, £0.3m of the provision had been utilised in the
year, with £1.3m of the provision carried forward for risks arising from indemnity
agreements. The remaining costs are expected to be utilised within one year.
The Group operates leases where it neither anticipates nor intends exiting a lease, therefore
the Group has determined that the circumstances in which these leases would end mean
that an outflow of resources is not considered probable and therefore it does not hold a
material dilapidations provision.
24. Financial risk management objectives and policies
The Group’s principal financial instruments, other than derivatives, comprise bank loans,
senior unsecured bonds, cash, short-term deposits, trade receivables and trade payables.
The Group’s financial instrument policies can be found in the accounting policies in Note 2.
The Board agrees policies for managing the financial risks summarised below:
Interest rate risk
The Group’s exposure to market risk for changes in interest rates relates primarily to the
Group’s long-term debt obligations. Interest rate swaps are used where necessary to
maintain a mix of fixed and floating rate borrowings to manage this risk, in line with the
Group treasury policy. At the year-end, 100% of Group debt was fixed for an average of
3.5 years at an average interest rate of 3.0% (2023: 100% for 4.5 years at 3.0%).
In accordance with IFRS 7 Financial Instruments: Disclosures, the Group has undertaken
sensitivity analysis on its financial instruments which are affected by changes in interest
rates. This analysis has been prepared on the basis of a constant amount of net debt,
a constant ratio of fixed to floating interest rates, and on the basis of the hedging instruments
in place at 29 February 2024 and 2 March 2023 respectively. Consequently, the analysis
relates to the situation at those dates and is not representative of the years then ended.
The following assumptions were made:
• balance sheet sensitivity to interest rates applies only to derivative financial instruments,
as the carrying value of debt and deposits does not change as interest rates move; and
• gains or losses are recognised in equity or the consolidated income statement in line with
the accounting policies set out in Note 2.
Based on the Group’s net cash position at the year-end, a 1%pt increase in interest rates
would increase the Group’s profit before tax by £7.0m (2023: £11.6m) .
Liquidity risk
In its funding strategy, the Group’s objective is to maintain a balance between the
continuity of funding and flexibility through the use of overdrafts and bank loans.
This strategy includes monitoring the maturity of financial liabilities to avoid the risk
of a shortage of funds.
Excess cash used in managing liquidity is placed on interest-bearing deposit where
maturity is fixed at no more than three months. Short-term flexibility is achieved through
the use of short-term borrowing on the money markets.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
At 29 February 2024
198
Whitbread PLC Annual Report and Accounts 2023/24
FINANCIAL STATEMENTS
24. Financial risk management objectives and policies continued
Liquidity risk continued
The Group has re-presented the time bands to better reflect the maturity profile that it monitors in its liquidity management activities and has amended the comparative total lease
liability amount. The tables below summarise the Group’s financial liabilities at 29 February 2024 and 2 March 2023 based on contractual undiscounted payments, including interest:
29 February 2024
Less than Between 1 Between 3 Between 10 and More than Carrying
12 months and 3 years and 10 years 20 years 20 years Total value
£m £m £m £m £m £m £m
Non-derivative financial assets/liabilities:
Interest-bearing loans and borrowings
29.8
494.4
594.6
—
—
1,118.8
994.9
Lease liabilities
318.7
640.2
2,172.0
2,277.3
1,551.9
6,960.1
4,098.4
Other financial liabilities
12.3
—
—
—
—
12.3
12.3
Trade and other payables
181.3
—
—
—
—
181.3
181.3
542.1
1,134.6
2,766.6
2,277.3
1,551.9
8,272.5
5,286.9
Derivative financial assets/liabilities:
Cross-currency swaps
Derivative contracts – receipts
(15.2)
(465.2)
—
—
—
(480.4)
Derivative contracts – payments
9.4
455.6
—
—
—
465.0
(5.8)
(9.6)
—
—
—
(15.4)
Total
536.3
1,125.0
2,766.6
2,277.3
1,551.9
8,257.1
Less than Between 1 Between 3 Between 10 and More than Carrying
12 months and 3 years and 10 years 20 years 20 years Total value
2 March 2023 £m £m £m £m £m £m £m
Non-derivative financial assets/liabilities:
Interest-bearing loans and borrowings
29.8
509.6
609.3
—
—
1,148.7
993.4
Lease liabilities
301.6
604.6
2,044.0
2,232.3
1,578.0
6,760.5
3,958.4
Trade and other payables
198.9
3.8
—
—
—
202.7
202.7
530.3
1,118.0
2,653.3
2,232.3
1,578.0
8,111.9
5,154.5
Derivative financial assets/liabilities:
Cross-currency swaps
Derivative contracts – receipts
(15.2)
(480.4)
—
—
—
(495.6)
Derivative contracts – payments
9.8
481.7
—
—
—
491.5
(5.4)
1.3
—
—
—
(4.1)
Total
524.9
1,119.3
2,653.3
2,232.3
1,578.0
8,107.8
S G FINANCIAL STATEMENTS O 199
Whitbread PLC Annual Report and Accounts 2023/24
24. Financial risk management objectives and policies continued
Credit risk
Due to the high level of cash held at the year-end, the most significant credit risk faced by
the Group is that arising on cash and cash equivalents. The Group’s exposure arises from
default of the counterparty, with a maximum exposure equal to the carrying value of these
instruments. The Group seeks to minimise the risk of default in relation to cash and cash
equivalents by spreading investments across a number of counterparties and dealing in
accordance with Group Treasury Policy which specifies acceptable credit ratings and
maximum investments for any counterparty.
In the event that any of the Group’s banks get into financial difficulty, the Group is exposed
to the risk of withdrawal of currently undrawn committed facilities. This risk is mitigated by
the Group having a range of counterparties to its facilities.
The Group is exposed to a small amount of credit risk attributable to its trade and other
receivables. This is minimised by dealing with counterparties with good credit ratings.
The amounts included in the balance sheet are net of expected credit losses, which have
been estimated by management based on prior experience and any known factors at the
balance sheet date.
The Group’s maximum exposure to credit risk arising from trade and other receivables,
loans to joint ventures, derivatives and cash and cash equivalents is £785.4m (2023: £1,256.7m).
Foreign currency risk
The Group monitors the growth and risks associated with its overseas operations and
will undertake hedging activities as and when they are required. In October 2019, the
Group entered into a net investment hedge to manage the impact of movements in the
GBP:EUR exchange rate on the value of the Group’s investment in its business in Germany.
See Note 25 for more details.
Capital management
The Group’s primary objective in regard to capital management is to ensure that it
continues to operate as a going concern and has sufficient funds at its disposal to grow
the business for the benefit of shareholders. The Group seeks to maintain a ratio of debt
to equity that balances risks and returns and also complies with the Group’s net debt to
EBITDA covenant. See page 11 of this report for the policies and objectives of the Board
regarding capital management, analysis of the Group’s credit facilities and financing plans
for the coming years.
The Group aims to maintain sufficient funds for working capital and future investment in
order to meet growth targets. The management of equity through share buybacks and new
issues is considered as part of the overall leverage framework balanced against the funding
requirements of future growth. In addition, the Group may carry out a number of sale and
leaseback transactions to provide further funding for growth.
The Group has access to a £775.0m multicurrency revolving credit facility with a final
maturity date on 25 May 2028. There is one financial covenant ratio, being: Net Debt/
Adjusted EBITDA <3.5x.
The above matters are considered at regular intervals and form part of the business
planning and budgeting processes. In addition, the Board regularly reviews the Group’s
dividend policy and funding strategy.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
At 29 February 2024
200
Whitbread PLC Annual Report and Accounts 2023/24
FINANCIAL STATEMENTS
25. Financial instruments
The carrying value of financial assets and liabilities at each reporting date are as follows:
Amortised cost
Fair value
Financial Financial Hedging
assets liabilities instruments Other Carrying value
At 29 February 2024 £m £m £m £m £m
Trade and other receivables
84.9
—
—
—
84.9
Cash and cash equivalents
502.8
—
—
193.9
696.7
Interest-bearing loans and borrowings
—
(994.9)
—
—
(994.9)
Lease liabilities
—
(4,098.4)
—
—
(4,098.4)
Derivative financial instruments
—
—
(12.1)
—
(12.1)
Other financial liabilities
—
(12.3)
—
—
(12.3)
Trade and other payables
—
(178.1)
—
—
(178.1)
Deferred and contingent consideration
—
—
—
(3.2)
(3.2)
At 2 March 2023
Amortised cost
Fair value
Financial Financial Hedging
assets liabilities instruments Other Carrying value
£m £m £m £m £m
Trade and other receivables
92.0
—
—
—
92.0
Cash and cash equivalents
395.1
—
—
769.6
1,164.7
Interest-bearing loans and borrowings
—
(993.4)
—
—
(993.4)
Lease liabilities
—
(3,958.4)
—
—
(3,958.4)
Derivative financial instruments
—
—
(7.8)
—
(7.8)
Trade and other payables
—
(198.9)
—
—
(198.9)
Deferred and contingent consideration
—
—
—
(3.8)
(3.8)
Fair values
IFRS 13 Fair Value Measurement requires that the classification of financial instruments at fair value be determined by reference to the source of inputs used to derive the fair value.
The classification uses the following three-level hierarchy:
Level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities;
Level 2 – other techniques for which all inputs, which have a significant effect on the recorded fair value, are observable, either directly or indirectly; and
Level 3 – techniques which use inputs, which have a significant effect on the recorded fair value, that are not based on observable market data.
For assets and liabilities that are recognised in the financial statements at fair value on a recurring basis, the Group determines whether transfers have occurred between levels
in the hierarchy by reassessing categorisation (based on the lowest-level input that is significant to the fair value measurement as a whole) at the end of each reporting period.
S G FINANCIAL STATEMENTS O 201
Whitbread PLC Annual Report and Accounts 2023/24
25. Financial instruments continued
Financial assets and liabilities measured at amortised cost
The carrying value of trade and other receivables, cash and cash equivalents and trade and
other payables are considered to be reasonable approximations of their fair values largely
due to the short-term maturities of these instruments.
The fair value of the Group’s borrowings is estimated at £920.1m (2023: £879.4m). The fair
value of the Group’s borrowings is based on level 1 valuation techniques where there is an
active market for the instrument and on level 2 valuation techniques otherwise.
Financial assets and liabilities measured at fair value
2024 2023
£m £m
Financial assets
Derivative financial instruments – level 2
3.8
—
Financial liabilities
Derivative financial instruments – level 2
15.9
7.8
Deferred and contingent consideration – level 3
3.2
3.8
During the year ended 29 February 2024, there were no transfers between fair value
measurement levels. Derivative financial instruments include £3.8m assets (2023: £nil)
due after one year, £11.5m (2023: £nil) liabilities due within one year and £4.4m liabilities
(2023: £7.8m) due after one year. Deferred and contingent consideration includes £3.2m
due within one year (2023: £3.8m due after one year).
The fair value of derivative instruments classified as level 2 is calculated by discounting all
future cash flows by the relevant market discount rate at the balance sheet date. The fair
value of money market funds within cash and cash equivalents classified as level 1 are
calculated by reference to their active market value at 29 February 2024.
The fair value of deferred and contingent consideration relating to acquisitions is classified
as level 3. Details of the valuation are included in Note 26.
Derivative financial instruments
Hedge of net investment in foreign operations
In October 2019, the Group entered into cross-currency swaps, whereby it pays an average
fixed rate of 2.12% on a notional amount of €521.0m and receives a fixed rate of 3.375%
on a notional amount of £450.0m. These swaps are being used as a net investment hedge
to manage the impact of movements in the GBP:EUR exchange rate on the value of the
Group’s investment in its business in Germany. The swaps mature in October 2025 in line
with the bonds.
There is an economic relationship between the hedged item and the hedging instrument
as the net investment creates a translation risk that will match the foreign exchange
risk on the cross-currency swaps. The Group has established a hedge ratio of 1:1 as the
underlying risk of the hedging instrument is identical to the hedged risk component.
The hedge ineffectiveness will arise if the amount of the investment in the foreign
subsidiary were to become lower than the nominal amount of the swaps.
The net investment hedges were assessed to be highly effective at 29 February 2024 and
a net unrealised loss of £11.1m (2023: gain of £24.7m) has been recorded in the translation
reserve. The Group has recorded costs of hedging of £1.1m (2023: £1.1m) within finance
costs in the consolidated income statement as a result of the foreign currency basis spread
within the hedging instrument.
Cash flow hedges
Commodity price risk
The Group is exposed to the impact of changes in gas and power prices. In the UK, the
Group manages this risk by entering into physical supply agreements with an energy
supplier or by hedging with financial counterparties.
As at 29 February 2024, the Group had fixed prices in respect to approximately 80% of
its gas and power requirements for 2024/25. The Group forecasts its UK gas and power
requirements for future years. Group policy specifies that prices are fixed on a proportion
of the projected future requirement.
Given its knowledge of its estate, and its intention to continue operations, the Group is able
to forecast UK energy requirements with a high degree of probability. The Group hedges
its exposure by either entering into physical supply agreements with suppliers or into
derivative trades with financial counterparties (‘financial hedge’).
The maximum hedge period is 3 years. The proportion required to be at a fixed price
increases the closer the period in question is. The policy is operated on a rolling basis.
The specified proportion is never more than 100% of the forecasted requirement.
Moreover, by increasing the proportion of hedging over time, the Group is able to
allow for any changes in the forecasted requirements.
When entering into a financial hedge, the Group undertakes to pay a fixed price for a
specified amount of energy. Settlement is on a monthly basis for the life of the hedge.
In return, the counterparty undertakes to pay an amount equal to the quantity of energy
at the average benchmark price for the month. This benchmark price should be the same
as the benchmark price paid by the Group to its supplier for the same period.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
At 29 February 2024
202
Whitbread PLC Annual Report and Accounts 2023/24
FINANCIAL STATEMENTS
25. Financial instruments continued
Derivative financial instruments continued
Cash flow hedges continued
Commodity price risk continued
The impact of the hedging instruments and hedged items on the statement of financial position is as follows:
Change in fair
value used for
Notional Carrying measuring
amount amount ineffectiveness Change in fair value
At 29 February 2024 £m
£m
Line item in statement of financial position
for the year
Hedged item
of hedged item
Net investment in foreign operations
Cross-currency swaps
450.0
3.8
Derivative financial instruments
10.4
Net investment in foreign subsidiaries
(10.4)
Cash flow hedges
Power commodity swap
38.9
(15.9)
Derivative financial instruments
(14.6)
Highly probable forecast future power usage
N/A – future usage
Change in fair
value used for
Notional Carrying measuring
amount amount ineffectiveness Change in fair value
At 2 March 2023 £m
£m
Line item in statement of financial position
for the year
Hedged item
of hedged item
Net investment in foreign operations
Cross-currency swaps
450.0
(6.6)
Derivative financial instruments
(22.2)
Net investment in foreign subsidiaries
22.2
Cash flow hedges
Power commodity swap
10.2
(1.3)
Derivative financial instruments
(1.3)
Highly probable forecast future power usage
N/A – future usage
The impact of the hedging instruments in the consolidated income statement and consolidated statement of comprehensive income is as follows:
Total hedging Amount
gain/(loss) reclassified Accumulated value
recognised in from OCI to recognised in cash flow
OCI profit or loss hedge reserve
2023/24 £m
£m
Line item in the consolidated income statement
£m
Power commodity swap
(14.6)
—
N/A – future usage
(15.9)
Total hedging Amount
gain/(loss) reclassified Accumulated value
recognised in from OCI to recognised in cash flow
OCI profit or loss hedge reserve
2022/23 £m
£m
Line item in the consolidated income statement
£m
Power commodity swap
(1.3)
—
N/A – future usage
(1.3)
S G FINANCIAL STATEMENTS O 203
Whitbread PLC Annual Report and Accounts 2023/24
25. Financial instruments continued
Derivative financial instruments continued
Impact of hedging on equity
Set out below is the reconciliation of each component of equity and the analysis of other
comprehensive income:
Foreign
currency
Cash flow translation
hedge reserve reserve
£m £m
At 3 March 2022
—
24.3
Change in fair value recognised in other comprehensive income
– Power commodity swap
(1.3)
—
Foreign exchange arising on consolidation
—
37.3
Fair value movement on derivatives designated
as net investment hedges
—
(24.7)
Deferred tax credit
—
(1.9)
At 2 March 2023
(1.3)
35.0
Change in fair value recognised in other comprehensive income
– Power commodity swap
(14.6)
—
Foreign exchange arising on consolidation
—
(21.7)
Fair value movement on derivatives designated
as net investment hedges
—
11.1
Net current tax credit
—
1.5
Deferred tax expense
4.3
—
At 29 February 2024
(11.6)
25.9
There have been no amounts reclassified to profit or loss during the year. The foreign
currency translation reserve includes an accumulated gain of £0.6m (2023: loss of £10.5m)
relating to derivatives designated as net investment hedges.
26. Trade and other payables
Re-presented1
2024 2023
£m £m
Trade payables
91.9
95.2
Other taxes and social security
61.9
70.7
Contract liabilities
177.1
167.3
Accruals
250.2
239.8
Other payables
86.2
103.7
Deferred and contingent consideration
3.2
3.8
670.5
680.5
Analysed as:
Current
670.5
676.7
Non-current
—
3.8
670.5
680.5
1 Following a change in the hotel management system, the analysis of trade and other payables as
at 2 March 2023 has been re-presented to reclassify VAT of £30.5m from contract liabilities to other
taxes and social security to achieve consistent year-on-year presentation of contract liabilities, net
of VAT.
Included within contract liabilities is £171.9m (2023: £165.3m re-presented) relating to
payments received for accommodation where the stay will take place after the year-end
and £5.2m (2023: £4.0m) revenue deferred relating to the Group’s customer loyalty
programmes. During the year, £167.3m presented as a contract liability in 2023 has been
recognised in revenue (2023: £146.2m).
Trade payables typically have maturities up to 60 days depending on the nature of the
purchase transaction and the agreed terms.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
At 29 February 2024
204
Whitbread PLC Annual Report and Accounts 2023/24
FINANCIAL STATEMENTS
26. Trade and other payables continued
Deferred and contingent consideration
2024
£m
2023
£m
Opening deferred and contingent consideration
3.8
25.1
Recognised on acquisition of assets
—
2.5
Amounts released during the period
(0.5)
—
Unwinding of discount rate (Note 8)
—
0.2
Paid during the period
—
(25.3)
Foreign exchange movements
(0.1)
1.3
Closing deferred and contingent consideration
3.2
3.8
The Group has contingent consideration in relation to nine sites from acquisitions in the
current and previous years which is held at fair value. Amounts payable relate to various
acquisitions and as a result payment terms vary, with the last payment due within one year.
The fair value is calculated by discounting the future payments from their expected
handover date using a risk adjusted discount rate. A 1% decrease/increase in the discount
rate would increase/decrease the value of contingent consideration by £0.1m.
Foreign exchange movements on deferred and contingent consideration are recognised
within exchange differences on translation of foreign operations in the consolidated
statement of comprehensive income.
27. Share capital
Ordinary share capital
Allotted, called up and fully paid ordinary shares of 76.80 pence each
(2023: 76.80 pence each)
million
£m
At 3 March 2022
214.5
164.8
Issued on exercise of employee share options
0.1
0.1
At 2 March 2023
214.6
164.9
Issued on exercise of employee share options
0.2
0.2
Cancellations following share buyback
(17.3)
(13.3)
At 29 February 2024
197.5
151.8
The holders of ordinary shares are entitled to receive dividends as declared from time to
time and are entitled to one vote per share at general meetings of the Company.
Employee share options
During the year, options over 0.2m (2022/23: 0.1m) ordinary shares, fully paid, were
exercised by employees under the terms of various share option schemes. The Company
received proceeds of £5.4m (2022/23: £2.0m) on exercise of these options.
Share buyback, commitment and cancellation
The Company purchased and cancelled 17.3m shares with a nominal value of £13.3m
under the share buyback programmes running through the financial year. Consideration
of £591.1m, including associated fees and stamp duty of £3.4m, was paid during the period.
The buyback represents an irrevocable commitment and therefore the liability to purchase
the remaining shares of £12.3m is recorded as a liability on the consolidated balance sheet.
The final payment to shareholders under the October 2023 announced share buyback
programme was made on 4 March 2024.
Preference share capital
Allotted, called up and fully paid shares of 1 pence each (2023: 1 pence each)
B shares
C shares
million
£m
million
£m
At 3 March 2022, 2 March 2023,
29 February 2024
2.0
—
1.9
—
B shareholders are entitled to an annual non-cumulative preference dividend paid in arrears
on or around 2 July each year on a notional amount of 155 pence per share.
C shareholders are entitled to an annual non-cumulative preference dividend paid in arrears
on or around 14 January each year on a value of 159 pence per share.
In addition to shares issued in the normal course of business as part of the share-based
payments schemes, there have been transactions involving the buyback of ordinary shares
or potential ordinary shares since the reporting date and before the completion of these
consolidated financial statements.
28. Reserves
Share premium
The share premium reserve is the premium paid on the Company’s 76.80 pence
ordinary shares.
Capital redemption reserve
A capital redemption reserve was created on the cancellation of the Group’s B and C
preference shares and also includes the nominal value of cancelled ordinary shares.
S G FINANCIAL STATEMENTS O 205
Whitbread PLC Annual Report and Accounts 2023/24
28. Reserves continued
Retained earnings
In accordance with IFRS practice, retained earnings include revaluation reserves which arose on transition to IFRS.
Currency translation reserve
The foreign currency translation reserve is used to record exchange differences arising from the translation of the financial statements of foreign subsidiaries, other foreign currency
investments and exchange differences on derivative instruments that provide a hedge against net investments in foreign operations.
Other reserves
The movement in other reserves during the year is set out in the table below:
Excluded
Treasury Merger Hedging component of Total other
reserve reserve reserve hedge reserve reserves
£m £m £m £m £m
At 3 March 2022
517.1
1,855.0
—
(1.8)
2,370.3
Other comprehensive income – net loss on cash flow hedges (Note 25)
—
—
1.3
—
1.3
Other comprehensive income – deferred tax on cash flow hedges (Note 25)
—
—
—
—
—
Other comprehensive income – gain on net investment hedge
—
—
—
(2.5)
(2.5)
Cost of hedging
—
—
—
(1.1)
(1.1)
Purchase of ESOT shares
31.7
—
—
—
31.7
Loss on ESOT shares issued
(4.3)
—
—
—
(4.3)
At 2 March 2023
544.5
1,855.0
1.3
(5.4)
2,395.4
Other comprehensive income – net loss on cash flow hedges (Note 25)
—
—
14.6
—
14.6
Other comprehensive income – deferred tax on cash flow hedges (Note 25)
—
—
(4.3)
—
(4.3)
Other comprehensive income – loss on net investment hedge
—
—
—
0.7
0.7
Cost of hedging
—
—
—
(1.1)
(1.1)
Loss on ESOT shares issued
(6.4)
—
—
—
(6.4)
At 29 February 2024
538.1
1,855.0
11.6
(5.8)
2,398.9
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
At 29 February 2024
206
Whitbread PLC Annual Report and Accounts 2023/24
FINANCIAL STATEMENTS
28. Reserves continued
Other reserves continued
Treasury reserve
This reserve relates to shares held by an independently managed employee share ownership
trust (ESOT) and treasury shares held by Whitbread PLC. The shares held by the ESOT
were purchased in order to satisfy outstanding employee share options and potential
awards under the Long Term Incentive Plan (LTIP) and other incentive schemes.
The movement in treasury reserves during the year is set out in the table below:
Treasury shares held by
Whitbread PLC
ESOT shares held
million
£m
million
£m
At 3 March 2022
12.5
514.5
0.2
2.6
Purchase of ESOT shares
—
—
1.2
31.7
Exercised during the year
—
—
(0.2)
(4.3)
At 2 March 2023
12.5
514.5
1.2
30.0
Exercised during the year
—
—
(0.3)
(6.4)
At 29 February 2024
12.5
514.5
0.9
23.6
Merger reserve
The merger reserve arose as a consequence of the merger in 2000/01 of Whitbread Group PLC
and Whitbread PLC.
Hedging reserve
The hedging reserve records movements for effective cash flow hedges measured at fair value.
Excluded component of hedge reserve
The excluded component of hedge reserve records movements in the elements of
derivatives used in hedging arrangements that are excluded from the hedge relationship.
29. Analysis of cash flows given in the cash flow statement
2023/24 2022/23
£m £m
Profit for the year
312.1
278.8
Adjustments for:
Tax expense
139.6
96.1
Net finance costs (Note 8)
113.1
130.1
Share of profit from joint ventures
(13.0)
(2.3)
Depreciation and amortisation
383.4
345.5
Share-based payments
15.8
17.7
Net impairment reversal/(charge) (Note 14)
107.5
34.9
Gains on disposals, property and other provisions
(15.3)
(4.0)
Other non-cash items
9.2
0.6
Cash generated from operations before working capital changes
1,052.4
897.4
Decrease/(increase) in inventories
0.4
(2.3)
Decrease/(increase) in trade and other receivables
26.1
(10.9)
Increase in trade and other payables
7.8
112.1
Cash generated from operations
1,086.7
996.3
Other non-cash items include an outflow of £0.6m representing bad debt charges
(2022/23: £0.3m outflow), an inflow of £3.2m (2022/23: £0.7m outflow) as a result of net
provision movements, an inflow of £5.0m (2022/23: £3.6m inflow) representing non-cash
pension scheme administration costs and an inflow of £1.6m (2022/23: £2.1m outflow) from
foreign exchange gains.
30. Contingent liabilities
There are no contingent liabilities to be disclosed in the year ended 29 February 2024
(2023: none).
S G FINANCIAL STATEMENTS O 207
Whitbread PLC Annual Report and Accounts 2023/24
31. Share-based payment plans
Long Term Incentive Plan (LTIP)
LTIP awards were made to directors and senior executives of the Group prior to the
adoption of the Restricted Share Plan. Vesting of share awards under the scheme were
dependent on continued employment and meeting performance targets over a three-year
vesting period. The awards are settled in equity once exercised.
Deferred equity awards
Share awards are made under the Whitbread Directors Incentive Scheme implemented
during 2004/05. The awards are not subject to performance conditions and will vest in full
on the release date subject to continued employment at that date. If the director or senior
executive of the Group ceases to be an employee of Whitbread prior to the release date,
normally three years after the award, by reason of redundancy, death, injury, ill health,
disability or some other reason considered to be a permitted reason by the Remuneration
Committee, the awards may be released in full. If employment ceases for any other reason,
the proportion of awards which vest depends upon the year in which the award was made
and the date that employment ceased. If employment ceases in the first year after an
award is made, none of the award vests, between the first and second anniversary, 25%
vests and between the second and third anniversary, 50% vests. The awards are settled in
equity once exercised.
R&R Scheme
The R&R Scheme enables Whitbread to make share awards periodically on a flexible basis.
There are typically no performance conditions but these can be imposed by Whitbread at
time of grant. Vesting of awards under this scheme is dependent on being in employment
at date of vesting. If employment at Whitbread ceases prior to the vesting date by reason
of resignation or is terminated for cause, all unvested awards will lapse. If employment
ceases for any other reason, any vesting will be at the discretion of the Remuneration
Committee and if granted will be on a prorated basis to the leaving date. The awards are
settled in equity once exercised.
Restricted Share Plan (RSP)
At the general meeting held on 6 December 2019, it was agreed that the Restricted Share
Plan would replace the Long Term Incentive Plan. Vesting of all shares under the scheme
will depend on continued employment and meeting underpin targets over a period of at
least three years. Details of the underpin target that apply to RSP awards are included in
the remuneration report on pages 122 to 141. After vesting there is an additional holding
period applicable to directors and senior executives such that the underpin measurement
period and holding period is at least five years. If employment at Whitbread ceases prior to
the vesting date by reason of resignation or terminated for cause, all unvested shares will
lapse. If employment ceases for any other reason, any vesting will be at the discretion of
the Remuneration Committee and if granted will be on a prorated basis to the leaving date.
The awards are settled in equity once exercised.
Movements in the number of share awards are as follows:
Outstanding at Granted Exercised Expired Outstanding at Exercisable at
the beginning during during during the end of the end of
52 weeks to 29 February 2024 of the year the year the year the year the year the year
Long Term Incentive Plan
68,977
—
(68,408)
—
569
569
Deferred equity awards
263,860
157,199
(90,595)
(20,452)
310,012
6,168
R&R Scheme
539,159
54,161
(169,498)
(39,917)
383,905
145,602
Restricted Share Plan
477,080
205,391
(7,147)
(60,188)
615,136
173,517
1,349,076
416,751
(335,648)
(120,557)
1,309,622
325,856
Outstanding at Granted Exercised Expired Outstanding at Exercisable at
the beginning during during during the end of the end of
52 weeks to 2 March 2023 of the year the year the year the year the year the year
Long Term Incentive Plan
130,499
—
(57,065)
(4,457)
68,977
68,977
Deferred equity awards
154,341
176,272
(64,917)
(1,836)
263,860
—
R&R Scheme
523,455
84,249
(39,020)
(29,525)
539,159
—
Restricted Share Plan
254,875
283,603
(3,186)
(58,212)
477,080
—
1,063,170
544,124
(164,188)
(94,030)
1,349,076
68,977
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
At 29 February 2024
208
Whitbread PLC Annual Report and Accounts 2023/24
FINANCIAL STATEMENTS
31. Share-based payment plans continued
Employee Sharesave scheme
The employee Sharesave scheme is open to all employees and provides for a purchase price equal to the market price on the day preceding the date of invitation, with a 20% discount.
The shares can be purchased over the six-month period following the third or fifth anniversary of the commencement date, depending on the length chosen by the employee.
The weighted average exercise price (WAEP) of movements in the number of share awards are as follows:
2023/24
2022/23
WAEP £ per WAEP £ per
Options
share
Options
share
Outstanding at the beginning of the year
1,259,804
23.01
1,173,108
26.01
Granted during the year
383,890
27.11
649,795
20.51
Exercised during the year
(207,689)
26.06
(65,199)
27.18
Expired during the year
(222,594)
22.99
(497,900)
26.19
Outstanding at the end of the year
1,213,411
23.79
1,259,804
23.01
Exercisable at the year-end
74,973
25.42
60,647
27.64
Outstanding options to purchase ordinary shares of 76.80 pence between 2024 and 2029 are exercisable at prices between £20.51 and £31.62 per share (2023: between 2023 and 2028
at prices between £24.86 and £31.62). The weighted average share price at the date of exercise for options exercised during the year was £34.48 (2023: £30.10).
The weighted average contractual life of the share options outstanding as at 29 February 2024 is between two and three years.
S G FINANCIAL STATEMENTS O 209
Whitbread PLC Annual Report and Accounts 2023/24
31. Share-based payment plans continued
The following tables list the inputs to the models used for the financial years:
Price at Expected Expected Expected Risk-free Fair value per
Exercise price grant date term dividend yield volatility rate Vesting share
29 February 2024
Grant date
£ £ Years % % % conditions £
Deferred equity awards
25.04.2023
—
32.59
3.00
2.00
N/A
N/A
Service
30.70
Deferred equity awards
11.01.2024
—
36.32
2.29
2.00
N/A
N/A
Service
34.69
Restricted share plan
25.04.2023
—
32.59
3.00
2.00
N/A
N/A
Non-market
30.70
Restricted share plan
11.01.2024
—
36.32
2.29
2.00
N/A
N/A
Non-market
34.69
R&R awards
11.01.2024
—
36.32
1.65
2.00
N/A
N/A
Service
35.97
SAYE – 3 years
12.12.2023
27.11
33.69
3.22
2.00
38.8
4.25
Service
12.08
SAYE – 5 years
12.12.2023
27.11
33.69
5.22
2.00
38.8
3.95
Service
13.63
3
3
1,2,3,4
1,2,3,4
3
3
3
Price at Expected Expected Expected Risk-free Fair value per
Exercise price grant date term dividend yield volatility rate Vesting share
2 March 2023
Grant date
£ £ Years % % % conditions £
Deferred equity awards
28.04.2022
—
28.75
3.00
2.00
N/A
N/A
Service
28.18
R&R awards – 2 years
28.04.2022
—
28.75
2.00
2.00
N/A
N/A
Service
27.89
R&R awards – 3 years
28.04.2022
—
28.75
3.00
2.00
N/A
N/A
Service
27.08
Restricted share plan
17.01.2023
—
30.28
0.16
—
N/A
N/A
Service
30.28
Restricted share plan
17.01.2023
—
30.28
2.66
2.00
N/A
N/A
Service
29.28
Restricted share plan
17.01.2023
—
30.28
3.66
2.00
N/A
N/A
Service
29.28
Restricted share plan
17.01.2023
—
30.28
2.16
2.00
N/A
N/A
Service
29.01
Restricted share plan
17.01.2023
—
30.28
3.24
2.00
N/A
N/A
Service
28.37
SAYE – 3 years
02.12.2022
20.51
26.09
3.25
2.00
40.0
3.38
Service
9.50
SAYE – 5 years
02.12.2022
20.51
26.09
5.25
2.00
40.0
3.29
Service
10.68
3
3
3
3
3
3
3
3
3
3
1 Return on capital employed.
2 Other performance conditions.
3 Employment service.
4 Lease-adjusted net debt.
The fair value of share options granted is estimated as at the date of grant using a stochastic model, taking into account the terms and conditions upon which the options were granted.
Expected volatility reflects the assumption that historical volatility is indicative of future trends, which may not necessarily be the actual outcome. The risk-free rate is the rate of interest
obtainable from Government securities over the expected life of the equity incentive. The expected dividend yield is calculated on the basis of publicly available information at the time
of the grant date which, in most cases, is the historic dividend yield. No other features relating to the granting of options were incorporated into the measurement of fair value.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
At 29 February 2024
210
Whitbread PLC Annual Report and Accounts 2023/24
FINANCIAL STATEMENTS
31. Share-based payment plans continued
Employee share ownership trust (ESOT)
The Company funds an ESOT to enable it to acquire and hold shares for the share-based
payment plans noted above. The ESOT held 0.9m shares at 29 February 2024 (2023: 1.2m).
All dividends on the shares in the ESOT are waived by the Trustee.
Total charged to the consolidated income statement for all schemes
2023/24 2022/23
£m £m
Deferred equity
3.5
2.6
R&R Scheme
2.1
5.8
Restricted Share Plan
5.6
3.7
Employee Sharesave scheme
4.6
5.6
Equity settled
15.8
17.7
32. Retirement benefits
Defined contribution schemes
The Group operates a contracted-in defined contribution scheme under the Whitbread
Group Pension Fund. Contributions by both employees and Group companies are held
in externally invested, trustee-administered funds.
The Group contributes a specified percentage of earnings for members of the above
defined contribution scheme, and thereafter has no further obligations in relation to the
scheme. The total cost charged to the consolidated income statement in relation to the
defined contribution scheme in the year was £14.7m (2022/23: £12.8m). At the year-end,
the Group owed outstanding contributions of £2.8m (2023: £nil) in respect of the defined
contribution scheme.
Defined benefit scheme
The defined benefit (final salary) section of the principal Group pension scheme, the
Whitbread Group Pension Fund, was closed to new members on 31 December 2001 and
to future accrual on 31 December 2009. The Whitbread Group Pension Fund is set up under
UK trust law, registered with His Majesty’s Revenue and Customs and regulated by the
Pensions Regulator. The Whitbread Group Pension Fund is governed by a corporate trustee
which operates the scheme in accordance with the requirements of UK pensions legislation.
The surplus recognised in the consolidated balance sheet in respect of the defined benefit
pension scheme is the fair value of the plan assets less the present value of the defined
benefit obligation at the end of the reporting period. The IAS 19 pension cost relating to the
defined benefit section of the Whitbread Group Pension Fund is assessed in accordance
with actuarial advice from, and calculations provided by Lane Clark & Peacock, using the
projected unit credit method. The present value of the defined benefit obligation is determined
by discounting the estimated future cash outflows using interest rates of high quality
corporate bonds that have terms to maturity approximating to the terms of the related
pension obligation. Actuarial gains and losses arising from experience adjustments and
changes in actuarial assumptions are charged or credited to equity in other comprehensive
income in the period in which they arise. As the scheme is closed to future accrual, there is
no future service cost.
The surplus has been recognised as, under the governing documentation of the Whitbread
Group Pension Fund, the Group has an unconditional right to receive a refund, assuming
the gradual settlement of the scheme liabilities over time until all members and their
dependants have either died or left the scheme, in accordance with the provisions of
IFRIC 14 IAS 19 – The Limit on a Defined Benefit Asset, Minimum Funding Requirements
and their Interaction.
With the pensioner buy-in policy purchased in June 2022, the defined benefit scheme
has now insured around 50% of pensioners, under which the benefits payable to defined
benefit members covered under the policy became fully insured, thus reducing the Group’s
exposure to changes in longevity, interest rates inflation and other relevant factors.
The weighted average duration of the defined benefit plan obligation at the end of the
reporting period is 13.0 years (2023: 13.0 years).
The Group is aware of the High Court ruling in the case of Virgin Media Ltd vs NTL Pension
Trustees II Ltd & Ors, and is waiting for the outcome of the appeal, scheduled for June 2024,
and any additional hearings, as well as confirmation from the Government as to whether it
will issue new regulations in response to the issue.
S G FINANCIAL STATEMENTS O 211
Whitbread PLC Annual Report and Accounts 2023/24
32. Retirement benefits continued
Funding
Expected contributions to be made in the next reporting period total £17.7m (2022/23: £16.4m).
In 2023/24, contributions were £16.7m with £5.1m from the employer, £11.4m from Moorgate
Scottish Limited Partnership (SLP) and £0.2m of benefits settled by the Group in relation
to an unfunded scheme (2022/23: £14.5m, with £3.6m from the employer, £10.8m from
Moorgate SLP and £0.1m of benefits settled by the Group in relation to an unfunded scheme).
In addition, Whitbread paid £0.8m (2022/23: £1.2m) of investment manager expenses.
A scheme-specific actuarial valuation for the purpose of determining the level of cash
contributions to be paid into the Whitbread Group Pension Fund was undertaken as at
31 March 2020 by Towers Watson Ltd using the projected unit credit method. The valuation
showed a surplus of assets relative to technical provisions of £55.0m (31 March 2017: deficit
of £450.0m). As a result, no deficit reduction contributions are due.
A scheme-specific actuarial valuation of the scheme as at 31 March 2023 is currently being
carried out and is expected to be completed by June 2024.
The Trustee holds as security £531.5m of Whitbread’s freehold property and this is
expected to remain at this level until no further obligations are due under the Scottish
Partnership arrangements which is expected to be in 2025. Following that, the security
held by the Trustee will be the lower of: £500.0m; and 120% of the buy-out deficit and
will remain in place until there is no longer a buy-out deficit.
Investment in Moorgate SLP
The Pension Scheme will receive a share of the income, profits and a variable capital
payment from its investment in Moorgate SLP, which was established by the Group in the
year ended 4 March 2010 (the share in profits is accounted for by the Group as contributions
when paid). The partnership interests in Moorgate SLP are held by the Group, the general
partner and by the Pension Scheme.
Moorgate SLP holds an investment in a further partnership, Farringdon Scottish Partnership
(SP), established in the same year. Property assets were transferred from other Group
companies to Farringdon SP and are leased back to Whitbread Group PLC and Premier Inn
Hotels Limited. The Group retains control over these properties, including the flexibility to
substitute alternative properties. However, the Trustee has first charge over the property
portfolio and certain other assets with an aggregate value of £228.0m which is included
in the charge of £531.5m above. The Group retains control over both partnerships and, as
such, they are fully consolidated in these consolidated financial statements.
The Pension Scheme is a partner in Moorgate SLP and, as such, is entitled to an annual
share of the profits of the partnership with the underlying agreement terminating after
FY25. At the end of this agreement, the partnership capital allocated to the Pension Scheme
partner will, depending on the funding position of the Pension Scheme at that time, be
transferred in cash to the Pension Scheme up to a value of £150.0m. The Group does not
currently expect to need to pay out a material value under this clause as the funding position
as at year-end is in a technical funding asset position, noting this is subject to change up to
the point of the partnership agreement being terminated after FY25.
Under IAS 19, the investment held by the Pension Scheme in Moorgate SLP, a consolidated
entity, does not represent a plan asset for the purposes of the consolidated financial statements.
Accordingly, the pension surplus position in these consolidated financial statements does
not reflect the £11.4m (2023: £21.9m) investment in Moorgate SLP held by the Pension Scheme.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
At 29 February 2024
212
Whitbread PLC Annual Report and Accounts 2023/24
FINANCIAL STATEMENTS
32. Retirement benefits continued
Risks
Through its defined benefit scheme, the Group is exposed to a number of risks in relation to the IAS 19 surplus, the most significant of which are detailed below:
Risk
Description
Principal impact on assets and obligation reconciliations
Market volatility
The value of the defined benefit obligation is linked to AA-rated corporate bonds whilst the
•
Return on plan assets
Scheme invests some of its assets in alternative asset classes (including those denominated in
•
Actuarial movements in financial assumptions
foreign currencies). These assets include private equities, secure income assets, gilts, swaps and
cash. This exposes the Group to risks including those relating to interest rates, equity markets,
foreign exchange and climate change. As a result, any change in market conditions which impacts
the value of the Scheme’s assets or the interest rate on AA-rated corporate bonds will lead to
volatility in the Group’s net pension liability on the balance sheet, pension expense in the income
statement and remeasurement of movements in other comprehensive income. There is the
potential for heightened market volatility through a number of different sources, including the
economic impact of geopolitical events (e.g. the Russia-Ukraine conflict), the policy response
of central banks to changing economic conditions (e.g. growth and inflation) which could have
consequential implications on interest rates, in addition to wider economic impacts. There are
also longer-term macroeconomic risks, such as the possible risk of recession and constraints
on market liquidity, which could all adversely affect the Scheme’s assets.
Inflationary risk
Due to the link between the scheme obligation and inflation, an increase in the expected future
•
Actuarial movements in financial assumptions
rate of inflation will lead to higher scheme liabilities, although this is mitigated by the Scheme
holding inflation-linked assets which aim to match the increase in liabilities.
Accounting The defined benefit obligation is calculated by projecting the future cash flows of the scheme for
•
Discount rate: interest income on scheme assets and cost
assumptions many years into the future. Consequently, the assumptions used can have a significant impact on on liabilities
the balance sheet position and income statement charge. In practice, future scheme experience
•
Mortality: actuarial movements in demographic assumptions
may not be in line with the assumptions adopted. For example, an increase in the life expectancy
•
Actuarial movements in financial assumptions
of members would increase scheme liabilities.
S G FINANCIAL STATEMENTS O 213
Whitbread PLC Annual Report and Accounts 2023/24
32. Retirement benefits continued
Risks continued
The principal assumptions used by the independent qualified actuaries in updating the
most recent valuation carried out as at 31 March 2020 of the UK scheme to 29 February 2024
for IAS 19 Employee benefits purposes were:
At
29 February At
2024 2 March 2023
% %
Pre-April 2006 rate of increase in pensions in payment
3.10
3.20
Post-April 2006 rate of increase in pensions in payment
2.10
2.20
Pension increases in deferment
3.10
3.20
Discount rate
5.00
5.00
Inflation assumption
3.20
3.30
The mortality assumptions are based on standard mortality tables which allow for future
mortality improvements. The mortality improvements assumption has been updated to
use the CMI 2022 model (2023: CMI 2021). The CMI 2022 model parameters include some
weighting for 2022 mortality experience. The assumptions are that a member currently
aged 65 will live on average for a further 19.5 years (2023: 19.7 years) if they are male and
for a further 22.1 years (2023: 22.4 years) if they are female. For a member who retires in
2043 at age 65, the assumptions are that they will live on average for a further 20.4 years
(2023: 20.7 years) after retirement if they are male and for a further 23.3 years (2023: 23.6 years)
after retirement if they are female.
The Group’s methodology for determining the discount rate is set based on single-AA rated
corporate bonds.
The amounts recognised in the consolidated income statement in respect of the defined
benefit scheme are as follows:
2023/24 2022/23
£m £m
Net interest on net defined benefit surplus
(16.2)
(13.6)
Administrative expense
5.0
3.6
Total income recognised in the consolidated income statement
(gross of deferred tax)
(11.2)
(10.0)
The amounts taken to the consolidated statement of comprehensive income are as follows:
2023/24 2022/23
£m £m
Actuarial losses/(gains)
4.6
(761.5)
Return on plan assets lower than discount rate
183.6
985.1
Remeasurement effects recognised in other
comprehensive income
188.2
223.6
The amounts recognised in the consolidated balance sheet are as follows:
2024 2023
£m £m
Present value of defined benefit obligation
(1,719.6)
(1,723.0)
Fair value of scheme assets
1,884.8
2,047.7
Surplus recognised in the consolidated balance sheet
165.2
324.7
Changes in the present value of the defined benefit obligation are as follows:
2023/24 2022/23
£m £m
Opening defined benefit obligation
1,723.0
2,521.2
Interest cost
83.7
64.0
Remeasurement due to:
Changes in financial assumptions
(17.5)
(735.3)
Changes in demographic assumptions
(17.9)
(26.2)
Experience adjustments
40.0
—
Benefits paid
(91.5)
(100.6)
Benefits settled by the Group in relation to an unfunded
pension scheme
(0.2)
(0.1)
Closing defined benefit obligation
1,719.6
1,723.0
1
1 The total of these items equals the cash paid by the Group as per the consolidated cash flow
statement. ‘Contributions from employer’ include contributions to cover administration expenses.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
At 29 February 2024
214
Whitbread PLC Annual Report and Accounts 2023/24
FINANCIAL STATEMENTS
32. Retirement benefits continued
Risks continued
Changes in the fair value of the scheme assets are as follows:
2023/24 2022/23
£m £m
Opening fair value of scheme assets
2,047.7
3,043.8
Interest income on scheme assets
99.9
77.6
Return on plan assets greater/(lower) than discount rate
(183.6)
(985.1)
Contributions from employer
5.1
3.6
Additional contributions from Moorgate SLP
11.4
10.8
Investment manager expenses paid by the employer
0.8
1.2
Benefits paid
(91.5)
(100.6)
Administrative expenses
(5.0)
(3.6)
Closing fair value of scheme assets
1,884.8
2,047.7
2
1
1
1
The major categories of plan assets are as follows:
2024
2023
Quoted and Quoted and
pooled Unquoted Total pooled Unquoted Total
£m £m £m £m £m £m
Alternative assets
—
—
—
1.1
—
1.1
Bonds
—
1.3
1.3
—
1.3
1.3
Private markets
—
356.4
356.4
—
508.4
508.4
Liability-driven investments
1,022.9
—
1,022.9
990.5
—
990.5
Cash and other
24.2
6.1
30.3
33.6
0.2
33.8
Buy-in insurance
—
473.9
473.9
—
512.6
512.6
1,047.1
837.7
1,884.8
1,025.2
1,022.5
2,047.7
3
4
1 The total of these items equals the cash paid by the Group as per the consolidated cash flow statement. ‘Contributions from employer’ include contributions to cover administration expenses.
2 Includes cost of managing fund assets.
3 Liability-driven investments include UK fixed and index-linked gilts, repurchase agreements and reverse repurchase agreements, interest rate and inflation (RPI) swaps, gilt futures and cash.
4 Other primarily relates to assets held in respect of cash and net current assets.
S G FINANCIAL STATEMENTS O 215
Whitbread PLC Annual Report and Accounts 2023/24
32. Retirement benefits continued
Risks continued
The assumptions in relation to discount rate, mortality and inflation have a significant effect
on the measurement of scheme liabilities. The following table shows the sensitivity of the
valuation to changes in these assumptions:
(Increase)/decrease in gross
defined benefit liability
2024 2023
£m £m
Discount rate
2.00% increase to discount rate
344.0
357.0
2.00% decrease to discount rate
(518.0)
(548.0)
Inflation
0.25% increase to inflation rate
(38.0)
(39.0)
0.25% decrease to inflation rate
37.0
38.0
Life expectancy
Additional one-year increase to life expectancy
(64.4)
(71.3)
The above sensitivity analyses are based on a change in an assumption whilst holding all
other assumptions constant. In practice, this is unlikely to occur and changes in some of
the assumptions may be correlated. Where the discount rate is changed this will have an
impact on the valuation of scheme assets in the opposing direction. The above sensitivities
table shows only the expected changes to the gross defined benefit obligation (liability).
When calculating the sensitivity of the defined benefit obligation to significant actuarial
assumptions, the same method (projected unit credit method) has been applied as when
calculating the pension surplus recognised within the consolidated balance sheet.
The methods and types of assumptions did not change.
33. Related party disclosure
The Group consists of a parent company, Whitbread PLC, incorporated in the UK, and a
number of subsidiaries and joint ventures held directly and indirectly by Whitbread PLC,
which operate and are incorporated around the world. Note 9 to the Company’s separate
financial statements lists details of the interests in subsidiaries and related undertakings.
The Group holds 6% as a general partnership interest in Moorgate Scottish Limited
Partnership (SLP) with Whitbread Pension Trustees holding the balance as a limited
partner. Moorgate SLP holds a 67.8% investment in a further partnership, Farringdon
Scottish Partnership (SP), which was established by the Group to hold property assets.
The remaining 32.2% interest in Farringdon SP is owned by the Group. The partnerships
were set up in 2009/10 as part of a transaction with Whitbread Pension Trustees and the
Group retains control over both partnerships and, as such, they are fully consolidated in
these consolidated financial statements. Further details can be found in Note 32.
Shares in Whitbread Group PLC are held directly by Whitbread PLC. Shares in the other
subsidiaries are held directly and indirectly by Whitbread Group PLC.
Related party transactions
2023/24 2022/23
Joint Joint
ventures ventures
£m £m
Sales to a related party
—
—
Purchases from a related party
0.1
—
Amounts owed by related party
—
—
Amounts owed to related party
—
—
Other transactions with joint ventures
For details of the Group’s investments in and loans to joint ventures, see Note 16, those
details are excluded from the table above.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
At 29 February 2024
216
Whitbread PLC Annual Report and Accounts 2023/24
FINANCIAL STATEMENTS
33. Related party disclosure continued
Key management personnel
The key management personnel of the Group are defined as the members of the
Whitbread PLC Executive Committee. Compensation of key management personnel
(including directors) is set out below.
2023/24 2022/23
£m £m
Short-term employee benefits
8.0
9.5
Post-employment benefits
—
—
Share-based payments
6.3
6.1
14.3
15.6
Terms and conditions of transactions with related parties
Sales to, and purchases from, related parties are made at normal market prices.
Outstanding balances at year-end are unsecured and settlement occurs in cash.
There have been no guarantees provided, or received, for any related party receivables.
No adjustment for expected credit loss relating to amounts owed by related parties has
been made (2023: £nil). An assessment is undertaken, each financial year, through examining
the financial position of the related parties and the market in which the related parties operate.
Transactions with other related parties
Details of transactions with directors are detailed in Note 7.
34. Events after the balance sheet date
Share buy-back
The Board of Directors approved a share buy-back on 29 April 2024 for £150.0m and is in
the process of appointing the relevant brokers to undertake the programme in accordance
with that approval.
Accelerating Growth Plan
The results include the announcement of the Accelerating Growth Plan (‘AGP’) to optimise
UK F&B. Details of the plan include the conversion of 112 branded restaurants into new
rooms and disposal of a further 126 branded restaurants over the next 24 months. We have
agreed to sell 21of these sites for £28m.
35. Asset acquisitions
During this and the previous year, the Group have purchased a number of properties, the
legal form of the transactions varies between acquisition of the property or acquisition of
the company holding title of the property, as well as noting that a number of properties are
purchased in a state that means they do not meet the definition of a business on acquisition.
For the remaining properties which do meet the definition of being a business on acquisition,
these transactions have been accounted for as asset acquisitions under IFRS 3 Business
Combinations as the fair value of the assets is concentrated in a single group of similar
assets in each deal analysed. The transactions form part of the Group’s strategic priorities
over both international growth and continued UK market share gains.
S G FINANCIAL STATEMENTS O 217
Whitbread PLC Annual Report and Accounts 2023/24
COMPANY BALANCE SHEET Company number: 04120344
At 29 February 2024
Notes
29 February
2024
£m
2 March
2023
£m
Non-current assets
Investment in subsidiaries 3 2,472.8 2,457.0
Other receivables 4 598.1 731.8
Total non-current assets 3,070.9 3,188.8
Current assets
Other receivables 4 350.0 450.0
Total assets 3,420.9 3,638.8
Current liabilities
Other payables 5 (12.4) (13.2)
Other financial liabilities (12.3) —
Total liabilities (24.7) (13.2)
Net assets 3,396.2 3,625.6
Equity
Share capital 6 151.8 164.9
Share premium 7 1,031.8 1,026.6
Capital redemption reserve 7 63.5 50.2
Retained earnings 7 2,687.2 2,928.4
Treasury reserve 7 (538.1) (544.5)
Total equity 3,396.2 3,625.6
The profit and loss account of the parent company is omitted from the Company’s accounts by virtue of the exemption granted by section 408 of the Companies Act 2006.
Theprofitgenerated in the year for ordinary shareholders, and included in the financial statements of the parent company, amounted to £517.5m (2022/23: £29.6m).
Dominic Paul Hemant Patel
Chief Executive Chief Financial Officer
29 April 2024
Whitbread PLC Annual Report and Accounts 2023/24
218 FINANCIAL STATEMENTS
COMPANY STATEMENT OF CHANGES IN EQUITY
Year ended 29 February 2024
Share
capital
(Note 6)
£m
Share
premium
(Note 7)
£m
Capital
redemption
reserve
(Note 7)
£m
Retained
earnings
(Note 7)
£m
Treasury
reserve
(Note 7)
£m
Total
£m
At 3 March 2022 164.8 1,024.7 50.2 3,004.5 (517.1) 3,727.1
Profit for the year — — — 29.6 — 29.6
Total comprehensive income — — — 29.6 — 29.6
Ordinary shares issued on exercise of employee share options 0.1 1.9 — — — 2.0
Loss on ESOT shares issued — — — (4.3) 4.3 —
Accrued share-based payments — — — 17.7 — 17.7
Dividends paid — — — (119.1) — (119.1)
Purchase of ESOT shares — — — — (31.7) (31.7)
At 2 March 2023 164.9 1,026.6 50.2 2,928.4 (544.5) 3,625.6
Profit for the year — — — 517.5 — 517.5
Total comprehensive income — — — 517.5 — 517.5
Ordinary shares issued on exercise of employee share options 0.2 5.2 — — — 5.4
Loss on ESOT shares issued — — — (6.4) 6.4 —
Accrued share-based payments — — — 15.8 — 15.8
Dividends paid — — — (164.7) — (164.7)
Share buyback, commitment and cancellation (13.3) — 13.3 (603.4) — (603.4)
At 29 February 2024 151.8 1,031.8 63.5 2,687.2 (538.1) 3,396.2
S G FINANCIAL STATEMENTS O 219
Whitbread PLC Annual Report and Accounts 2023/24
NOTES TO THE COMPANY FINANCIAL STATEMENTS
At 29 February 2024
1. Basis of accounting
The financial statements of Whitbread PLC for the year ended 29 February 2024 were
authorised for issue by the Board of directors on 29 April 2024. The financial year represents
the 52 weeks to 29 February 2024 (prior financial year: 52 weeks to 2 March 2023).
The financial statements are prepared under the historical cost convention and in accordance
with applicable UK Accounting Standards. The Company meets the definition of a qualifying
entity under FRS 100 ‘Application of Financial Reporting Requirements’ as issued by the
Financial Reporting Council (FRC). Accordingly, in the year ended 3 March 2016, the Company
underwent transition from reporting under UK GAAP to FRS 101 ‘Reduced Disclosure
Framework’. The financial statements are therefore prepared in accordance with FRS 101.
As permitted by FRS 101, the Company has taken advantage of the disclosure exemptions
available under that standard in relation to share-based payments, non-current assets held
for sale, financial instruments, capital management, presentation of comparative information
in respect of certain assets, presentation of a cash flow statement, standards not yet
effective, impairment of non-current assets and related-party transactions.
Where required, equivalent disclosures are given in the consolidated financial statements
ofthe Group.
Going concern
The directors have concluded that it is appropriate for the financial statements to be
prepared on the going concern basis (see Note 2 to the consolidated financial statements).
2. Summary of significant accounting policies
Investments
Investments held as non-current assets are stated at cost less provision for any impairment.
The carrying values of investments are reviewed for impairment when events or changes in
circumstances indicate that the carrying amounts may not be recoverable.
Critical accounting judgements and key sources of estimation uncertainty
In the opinion of the directors, there are no critical accounting judgements or key sources
of estimation uncertainty in relation to the parent company financial statements.
3. Investment in subsidiary undertakings
Investments at cost
2024
£m
2023
£m
Opening investments 2,457.0 2,439.3
Contributions to subsidiaries in respect of share-based payments 15.8 17.7
Closing investments 2,472.8 2,457.0
Significant trading subsidiary undertakings
Principal activity
Country of
incorporation
Country of
principal
operations
% of equity
and votes
held
Whitbread Group PLC Hotels & Restaurants England England 100.0
Premier Inn Hotels Limited Hotels England England 100.0
During the year a dividend was received from Whitbread Group plc of £500.0m (2022/23: £nil).
Whitbread Group PLC, in which the Company has an investment, holds 6% as a general
partnership interest in Moorgate Scottish Limited Partnership (SLP) with Whitbread
Pension Trustees holding the balance as a limited partner. Moorgate SLP holds a 67.8%
investment in a further partnership, Farringdon Scottish Partnership (SP), which was
established by the Group to hold property assets. The remaining 32.2% interest in
Farringdon SP is owned by Whitbread Group PLC. The partnerships were set up in
2009/10as part of a transaction with Whitbread Pension Trustees. Further details can
befound in Note 32 of the Whitbread PLC consolidated financial statements.
Shares in Whitbread Group PLC are held directly by Whitbread PLC. Shares in the other
subsidiaries are held directly or indirectly by Whitbread Group PLC or its subsidiaries.
Afulllist of subsidiaries and related undertakings is provided in Note 9.
4. Other receivables
2024
£m
2023
£m
Amounts due from subsidiary undertakings 948.1 1,181.8
948.1 1,181.8
Analysed as:
Current 350.0 450.0
Non-current 598.1 731.8
948.1 1,181.8
Whitbread PLC Annual Report and Accounts 2023/24
220 FINANCIAL STATEMENTS
NOTES TO THE COMPANY FINANCIAL STATEMENTS CONTINUED
At 29 February 2024
5. Other payables
2024
£m
2023
£m
Unclaimed dividends 6.7 6.3
Corporation tax payable 5.7 6.9
12.4 13.2
6. Share capital
Ordinary share capital
Allotted, called up and fully paid ordinary shares of 76.80 pence each
(2023: 76.80 pence each)
million £m
At 3 March 2022 214.5 164.8
Issued on exercise of employee share options 0.1 0.1
At 2 March 2023 214.6 164.9
Issued on exercise of employee share options 0.2 0.2
Share buyback, commitment and cancellation (17.3) (13.3)
At 29 February 2024 197.5 151.8
Employee share options
During the year, options over 0.2m (2022/23: 0.1m) ordinary shares, fully paid, were
exercised by employees under the terms of various share option schemes. The Company
received proceeds of £5.4m (2022/23: £2.0m) on exercise of these options.
Share buyback, commitment and cancellation
The Company purchased and cancelled 17.3m shares with a nominal value of £13.3m
underthe share buyback programmes running through the financial year. Consideration
of£591.1m, including associated fees and stamp duty of £3.4m, was paid during the period.
The buyback represents an irrevocable commitment and therefore the liability to purchase
the remaining shares of £12.3m is recorded as a liability on the consolidated balance sheet.
The final payment to shareholders under the October 2023 announced share buyback
programme was made on 4 March 2024.
Preference share capital
Allotted, called up and fully paid shares of 1 pence each (2023: 1 pence each)
B shares C shares
million £m million £m
At 3 March 2022, 2 March 2023,
29February 2024 2.0 — 1.9 —
7. Reserves
Share premium
The share premium reserve is the premium paid on the Company’s 76.80 pence
ordinaryshares.
Capital redemption reserve
A capital redemption reserve was created on the cancellation of the Company’s B and C
preference shares and also includes the nominal value of cancelled ordinary shares.
Retained earnings
Retained earnings are the net earnings not paid out as dividends, but retained to be reinvested.
Treasury reserve
This reserve relates to shares held by an independently managed employee share ownership
trust (ESOT) and treasury shares held by Whitbread PLC. The shares held by the ESOT
were purchased in order to satisfy outstanding employee share options and potential
awards under the Long Term Incentive Plan (LTIP) and other incentive schemes.
The movement in treasury reserves during the year is set out in the table below:
Treasury shares held by
Whitbread PLC ESOT shares held
million £m million £m
At 3 March 2022 12.5 514.5 0.2 2.6
Purchase of own shares for ESOT — — 1.2 31.7
Exercised during the year — — (0.2) (4.3)
At 2 March 2023 12.5 514.5 1.2 30.0
Exercised during the year — — (0.3) (6.4)
At 29 February 2024 12.5 514.5 0.9 23.6
Distributable reserves
As at 29 February 2024, Whitbread PLC had distributable reserves of £1,932.6m
(2023:£2,183.0m).
S G FINANCIAL STATEMENTS O 221
Whitbread PLC Annual Report and Accounts 2023/24
8. Contingent liabilities
Whitbread PLC is a member of the Whitbread Group PLC VAT group. All members are
jointly and severally liable for the VAT liability. At the balance sheet date that VAT Group’s
liability amounted to £42.7m (2023: £25.3m).
9. Related parties
Details of related undertakings are shown below:
Active related undertakings
% of class
% of class of shares held by
shares held the Group (if
by the different from % of nominal
Country of Class of shares parent the parent value (where
Company name incorporation held company company) applicable)
AIRE HIEX Stuttgart
Germany
Ordinary EUR
—
100.0
100.0
Verwaltungs GmbH 50,000
Brickwoods Limited
England
Ordinary £0.25
—
100.0
100.0
Duttons Brewery Limited
England
Ordinary £1.00
—
100.0
100.0
Elm Hotel Holdings England
Ordinary £0.10
—
100.0
100.0
Limited
Farringdon Scottish Scotland
N/A
N/A
N/A
N/A
Partnership
London Hotel Holdings England Ordinary
—
100.0
100.0
Limited £100.00
London Hotel Holdings 2 England Ordinary
—
100.0
100.0
Limited £100.00
Manchester Hotel England Ordinary
—
100.0
100.0
Holdings Limited £10.00
Milton (SC) 2 Limited
Scotland
Ordinary £1.00
—
100.0
100.0
Milton (SC) Limited
Scotland
Ordinary £1.00
—
100.0
100.0
Milton 1 Limited
England
Ordinary £1.00
—
100.0
100.0
Moorgate Scottish Scotland
N/A
N/A
N/A
N/A
Limited Partnership
PI Hotels and
Restaurants Ireland
Ireland
Ordinary EUR 1
—
100.0
100.0
Limited
Premier Inn (Bath Street) Jersey
Ordinary £1.00
—
100.0
100.0
Limited
Premier Inn (Guernsey) Guernsey
Ordinary £1.00
—
100.0
100.0
Limited
1
1
1
2
1
1
1
2
2
1
2
3
5
16
% of class
% of class of shares held by
shares held the Group (if
by the different from % of nominal
Country of Class of shares parent the parent value (where
Company name incorporation held company company) applicable)
Premier Inn (Isle of Man) Isle of
Ordinary £1.00
—
100.0
100.0
Limited Man
Premier Inn (Jersey) Jersey
Ordinary £1.00
—
100.0
100.0
Limited
Premier Inn (UK) Limited
England
Ordinary £1.00
—
100.0
100.0
Premier Inn AT Holding Austria Ordinary EUR
—
100.0
100.0
GmbH 35,000
Premier Inn AT Austria Ordinary EUR
—
100.0
100.0
Hotelbetriebsgesellschaft 35,000
GmbH
Premier Inn AT Austria Ordinary EUR
—
100.0
100.0
Immobilienbesitz GmbH 35,000
Premier Inn Dortmund Germany Ordinary EUR
—
100.0
100.0
Königswall GmbH 25,000
Premier Inn Essen City Germany Ordinary EUR
—
100.0
100.0
Hauptbahnhof GmbH 25,000
Premier Inn Flensburg City Germany Ordinary EUR
—
100.0
100.0
GmbH 25,000
Premier Inn Frankfurt Germany Ordinary EUR
—
100.0
100.0
City Ostbahnhof GmbH 25,000
Premier Inn Frankfurt Germany Ordinary EUR
—
100.0
100.0
Eschborn GmbH 25,000
Premier Inn Glasgow England
Ordinary £1.00
—
100.0
100.0
Limited
Premier Inn GmbH
Germany
8
Ordinary EUR
—
100.0
100.0
25,000
Premier Inn Hamburg Germany Ordinary EUR
—
100.0
100.0
Nordanalstrasse GmbH 25,000
Premier Inn Holding Germany Ordinary EUR
—
100.0
100.0
GmbH 25,000
4
5
1
18
18
18
8
8
8
8
8
1
8
8
Whitbread PLC Annual Report and Accounts 2023/24
222 FINANCIAL STATEMENTS
NOTES TO THE COMPANY FINANCIAL STATEMENTS CONTINUED
At 29 February 2024
% of class
% of class of shares held by
shares held the Group (if
by the different from % of nominal
Country of Class of shares parent the parent value (where
Company name incorporation held company company) applicable)
Premier Inn Hotel GmbH
Germany
There are no
—
100.0
100.0
classes of
shares. The
total nominal
share capital
amounts to
EUR
300,000
and is divided
into two
shares, one in
the nominal
amount of EUR
275,000 and
one in the
nominal
amount of EUR
25,000
Premier Inn Hotels Limited
England
Ordinary £1.00
—
100.0
100.0
Premier Inn Hotels LLC
United
Ordinary AED
—
49.0
49.0
Arab 1,000
Emirates
Premier Inn Hotels Qatar
Qatar
Ordinary QAR
—
24.0
24.0
100.00
Premier Inn Immo Germany Ordinary EUR
—
100.0
100.0
19 GmbH 25,000
Premier Inn Immo Germany Ordinary EUR
—
100.0
100.0
20 GmbH 25,000
Premier Inn Immo Germany Ordinary EUR
—
100.0
100.0
21 GmbH 25,000
Premier Inn Immo Germany Ordinary EUR
—
100.0
100.0
22 GmbH 25,000
Premier Inn Immo Germany Ordinary EUR
—
100.0
100.0
23 GmbH 25,000
8
1
6
7
8
8
8
8
8
9. Related parties continued
Active related undertakings continued
% of class
% of class of shares held by
shares held the Group (if
by the different from % of nominal
Country of Class of shares parent the parent value (where
Company name incorporation held company company) applicable)
Premier Inn Immo Germany Ordinary EUR
—
100.0
100.0
24 GmbH 25,000
Premier Inn Immo Germany Ordinary EUR
—
100.0
100.0
25 GmbH 25,000
Premier Inn International England
Ordinary £1.00
—
100.0
100.0
Development Limited
Premier Inn Manchester England
Ordinary £1.00
—
100.0
100.0
Airport Limited
Premier Inn Manchester England
Ordinary £1.00
—
100.0
100.0
Trafford Limited
Premier Inn Mannheim Germany Ordinary EUR
—
100.0
100.0
Quadrate T1 GmbH 25,000
Premier Inn München Germany Ordinary EUR
—
100.0
100.0
Frankfurter Ring GmbH 25,000
Premier Inn Ochre Limited
England
Ordinary £1.00
—
100.0
100.0
Premier Inn Rostock City Germany Ordinary EUR
—
100.0
100.0
Hafen GmbH 25,000
Premier Inn Germany Ordinary EUR
—
100.0
100.0
Verwaltungsgesellschaft 25,000
Süd GmbH
Premier Inn England
Ordinary £1.00
—
100.0
100.0
Westminster Limited
Premier Travel Inn England
Ordinary £1.00
—
100.0
100.0
India Limited
PT. Whitbread Indonesia
Indonesia
Ordinary USD
—
100.0
100.0
1.00
PTI Middle East Limited
United
Ordinary AED
—
100.0
100.0
Arab 1,000
Emirates
Quay House Admirals England
Ordinary £1.00
—
100.0
100.0
Way Land Ltd
Silk Street Hotels Limited
England
Deferred £1.00
—
100.0
99.1
Ordinary USD
100.0
100.0
0.01
St Andrews Homes Limited England
Ordinary £1.00
—
100.0
99.9
8
8
1
1
1
8
8
1
8
8
1
1
10
11
1
1
1
S G FINANCIAL STATEMENTS O 223
Whitbread PLC Annual Report and Accounts 2023/24
% of class
% of class of shares held by
shares held the Group (if
by the different from % of nominal
Country of Class of shares parent the parent value (where
Company name incorporation held company company) applicable)
Swift Hotels Limited
England
Ordinary £1.00
—
100.0
0.1
Preference
100.0
99.9
£5.00
T.F. Ashe & England
Deferred £1.00
—
100.0
0.1
Nephew Limited
Ordinary £0.01
100.0
100.0
UNA 312. Equity Germany Ordinary EUR
—
100.0
100.0
Management GmbH 25,000
UNA 352. Equity Germany Ordinary EUR
—
100.0
100.0
Management GmbH 25,000
Whitbread Asia Pacific Singapore Ordinary SGD
—
100.0
100.0
Private Limited 1.00
Whitbread East England
Ordinary £1.00
—
100.0
100.0
Pennines Limited
Whitbread Group PLC
England
Ordinary £0.23
100
—
50.0
A Ordinary
100
—
50.0
£0.25
Whitbread Hotel England
Ordinary £0.10
—
100.0
100.0
Company Limited
Whitbread International China Ordinary RMB
—
100.0
100.0
Sourcing Business Services 1.00
(Shanghai) Co., Ltd
Whitbread Properties England 5% non-
—
100.0
24.9
Limited cumulative
preference
£0.50
7% non-
100.0
24.9
cumulative
preference
£0.25
Ordinary £0.175
100.0
58.7
Whitbread West England
Ordinary £1.00
—
100.0
24.9
Pennines Limited
1
1
8
8
12
1
1
1
9
1
1
9. Related parties continued
Active related undertakings continued
% of class
% of class of shares held by
shares held the Group (if
by the different from % of nominal
Country of Class of shares parent the parent value (where
Company name incorporation held company company) applicable)
WHRI Development DMCC United Ordinary AED
—
100.0
24.9
Arab 1,000
Emirates
WHRI Holding England
Ordinary £1.00
—
100.0
24.9
Company Limited
13
1
Dormant related undertakings
% of class
% of class of shares held by
shares held the Group (if
by different from % of nominal
Country of Class of shares the parent the parent value (where
Company name incorporation held company company) applicable)
Advisebegin Limited
England
Ordinary £1.00
—
100.0
100.0
Alastair Campbell & Scotland
Ordinary £1.00
—
100.0
100.0
Company Limited
Archibald Campbell Scotland
Ordinary £1.00
—
100.0
100.0
Hope & King Limited
Autumn Days Limited
England
Ordinary £1.00
—
100.0
100.0
Belgrave Hotel Limited
England
Ordinary £1.00
—
100.0
100.0
Belstead Brook Manor England
Ordinary £1.00
—
100.0
100.0
Hotel Limited
Brewers Fayre Limited
England
Ordinary £1.00
—
100.0
100.0
Britannia Inns Limited
England
Ordinary £1.00
—
100.0
100.0
Broughton Park England
Ordinary £1.00
—
100.0
100.0
Hotel Limited
Carpenters of
Widnes Limited
England
Ordinary £1.00
—
100.0
100.0
Deferred
—
100.0
100.0
ordinary £1.00
Cherwell Inns Limited
England
A Ordinary
—
100.0
66.7
non-voting
£1.00
Ordinary £1.00
—
100.0
33.3
Chiswell Overseas Limited
England
Ordinary £1.00
—
100.0
100.0
Chiswell Properties Limited England
Ordinary £1.00
—
100.0
100.0
1
15
15
1
1
1
1
1
1
1
1
1
1
Whitbread PLC Annual Report and Accounts 2023/24
224 FINANCIAL STATEMENTS
NOTES TO THE COMPANY FINANCIAL STATEMENTS CONTINUED
At 29 February 2024
% of class
% of class of shares held by
shares held the Group (if
by different from % of nominal
Country of Class of shares the parent the parent value (where
Company name incorporation held company company) applicable)
Churchgate Manor England
Ordinary £1.00
—
100.0
100.0
Hotel Limited
Country Club England
Ordinary £1.00
—
100.0
100.0
Hotels Limited
Cromwell Hotel England
Ordinary £1.00
—
100.0
100.0
(Stevenage)
Cymric Hotel England
Ordinary £1.00
—
100.0
100.0
Company Limited
Danesk Limited
Scotland
Ordinary £1.00
—
100.0
100.0
David Williams England
Ordinary £1.00
—
100.0
100.0
(Builth)Limited
Dealend Limited
England
Ordinary £1.00
—
100.0
100.0
Delamont Freres Limited
England
Ordinary £1.00
—
100.0
100.0
Delaunay Freres Limited
England
Ordinary £1.00
—
100.0
100.0
Dome Restaurants Limited
England
Ordinary £1.00
—
100.0
100.0
Dragon Inns and
Restaurants Limited
England
Ordinary £1.00
—
100.0
100.0
Dukes Head 1988 Limited
England
B Ordinary
—
100.0
100.0
£1.00
W Ordinary
—
100.0
100.0
£1.00
E. Lacon & Co., Limited
England
Ordinary £1.00
—
100.0
100.0
E.B. Holdings Limited
England
Ordinary £1.00
—
100.0
100.0
Evan Evans Bevan Limited
England
Ordinary £1.00
—
100.0
100.0
Finite Hotel England A Ordinary
—
100.0
50.0
Systems Limited £1.00
B Ordinary
—
100.0
50.0
£1.00
Fleet Wines & England
Ordinary £1.00
—
100.0
100.0
Spirits Limited
1
1
1
1
14
1
1
1
1
1
1
1
1
1
1
1
1
% of class
% of class of shares held by
shares held the Group (if
by different from % of nominal
Country of Class of shares the parent the parent value (where
Company name incorporation held company company) applicable)
Forest of Arden Golf and
Country Club Limited
England
Ordinary £1.00
—
100.0
100.0
Gable Care Limited
England
Ordinary £1.00
—
100.0
100.0
Goodhews (Castle)
England
A Ordinary
—
100.0
51.0
£1.00
Ordinary £1.00
—
100.0
49.0
Goodhews (Holdings) England A ordinary
—
100.0
42.2
Limited £1.00
B ordinary
—
100.0
42.2
£1.00
C ordinary
—
100.0
15.6
£1.00
Goodhews (Inns)
England
Ordinary £1.00
—
100.0
100.0
Goodhews (Restaurants)
England
Ordinary £1.00
—
100.0
100.0
Goodhews B. & S. Limited
England
Ordinary £1.00
—
100.0
100.0
Goodhews Enterprises
England
Ordinary £1.00
—
100.0
100.0
Goodhews Limited
England
Ordinary £1.00
—
100.0
100.0
Gough Brothers Limited
England
Deferred
—
100.0
97.6
ordinary £0.20
Ordinary £1.00
—
100.0
2.4
Grosvenor Leisure Limited
England
Ordinary £1.00
—
100.0
100.0
Hammock Limited
England
Ordinary £1.00
—
100.0
100.0
Hart & Co., (Boats) Limited England 1% non-
—
100.0
99.0
cumulative
preference
£1.00
Ordinary £1.00
—
100.0
1.0
1% non-
—
100.0
—
cumulative
preference
£0.01
1
1
1
1
1
1
1
1
1
1
1
1
1
9. Related parties continued
Dormant related undertakings continued
S G FINANCIAL STATEMENTS O 225
Whitbread PLC Annual Report and Accounts 2023/24
9. Related parties continued
Dormant related undertakings continued
% of class
% of class of shares held by
shares held the Group (if
by different from % of nominal
Country of Class of shares the parent the parent value (where
Company name incorporation held company company) applicable)
Harveys Leisure England A ordinary
—
100.0
100.0
Promotions Limited £1.00
B ordinary
—
100.0
100.0
£1.00
Hunter & Oliver Limited
England
Ordinary £1.00
—
100.0
100.0
J. Burton England
Ordinary £1.00
—
100.0
100.0
(Warwick)Limited
J. J. Norman and
Ellery Limited
England
Ordinary £1.00
—
100.0
100.0
James Bell and England Deferred
—
100.0
96.2
Company Limited ordinary £0.25
Ordinary 0.01
—
100.0
3.8
Jestbread Limited
England
Ordinary £1.00
—
100.0
100.0
Kingsmills Hotel Scotland
Ordinary £1.00
—
100.0
100.0
Company Limited
Lambtons Ale Limited
England
Ordinary £1.00
—
100.0
100.0
Latewise Limited
England
Ordinary £1.00
—
53.4
53.4
Lawnpark Limited
England
Ordinary £1.00
—
100.0
100.0
Leisure and Retail England
Ordinary £1.00
—
99.6
99.6
Resources Limited
Lloyds Avenue England 3% non-
—
100.0
50.0
Catering Limited cumulative
preference
£1.00
Ordinary £1.00
—
100.0
50.0
London International England
Ordinary £1.00
—
100.0
100.0
Hotel Limited
Lorimer & Clark, Limited
Scotland
Ordinary £1.00
—
100.0
100.0
Mackeson & England
Ordinary £1.00
—
100.0
100.0
Company Limited
1
1
1
1
1
1
17
1
1
1
1
1
1
15
1
% of class
% of class of shares held by
shares held the Group (if
by different from % of nominal
Country of Class of shares the parent the parent value (where
Company name incorporation held company company) applicable)
Mackies Wine England
Ordinary £1.00
—
100.0
100.0
Company Limited
Maredrove Limited
England
Ordinary £1.00
—
100.0
100.0
Marine Hotel England
Ordinary £1.00
—
100.0
100.0
Porthcawl Limited
Marlow Catering Limited
England
Ordinary £1.00
—
100.0
100.0
Meon Valley Golf and
Country Club Limited
England
Ordinary £1.00
—
100.0
100.0
Milton 2 Limited
England
Ordinary £1.00
—
100.0
100.0
Morans of Bristol Limited
England
Ordinary £1.00
—
100.0
100.0
Morris’s Wine England
Ordinary £1.00
—
100.0
5.4
Stores Limited 5.6% non-
—
100.0
cumulative
preference
£1.00
New Clapton Stadium England
Ordinary £1.00
—
100.0
100.0
Company Limited
Norseman Lager Limited
England
Ordinary £1.00
—
100.0
100.0
Pacific Caledonian Scotland
Ordinary £1.00
—
100.0
100.0
Properties Limited
Percheron Properties England
Ordinary £1.00
—
100.0
100.0
Limited
Peter Dominic Limited
England
Ordinary £1.00
—
100.0
100.0
PI Hotels York Limited
England
Ordinary £1.00
—
100.0
100.0
Piquant Caterers Limited
England
Ordinary £1.00
—
100.0
100.0
Pizzaland Limited
England
Ordinary £1.00
—
100.0
100.0
Premier Inn Kier Limited
England
A ordinary
—
—
—
£1.00
B ordinary
—
100.0
100.0
£1.00
Premier Inn Limited
England
Ordinary £1.00
—
100.0
100.0
Premier Inn Troon Limited
England
Ordinary £1.00
—
100.0
100.0
Priory Leisure Limited
England
Ordinary £1.00
—
100.0
100.0
1
1
1
1
1
1
1
1
1
1
14
1
1
1
1
1
1
1
1
Whitbread PLC Annual Report and Accounts 2023/24
226 FINANCIAL STATEMENTS
NOTES TO THE COMPANY FINANCIAL STATEMENTS CONTINUED
At 29 February 2024
% of class
% of class of shares held by
shares held the Group (if
by different from % of nominal
Country of Class of shares the parent the parent value (where
Company name incorporation held company company) applicable)
R.C. Gough and Co. Limited England
Ordinary £1.00
—
100.0
100.0
Raybain (Northern) England
Ordinary £1.00
—
100.0
100.0
Limited
Raybain (Wine Bars) England
Ordinary £1.00
—
100.0
100.0
Limited
Respotel Limited
England
Ordinary £1.00
—
100.0
100.0
Rhymney Breweries England
Ordinary £1.00
—
100.0
100.0
Limited
S & S Property Limited
England
Ordinary £1.00
—
100.0
100.0
S.H. Ward & England
Ordinary £1.00
—
100.0
100.0
Company Limited
Salford Automatics Limited England
Ordinary £1.00
—
100.0
100.0
Scorechance 1 Limited
England
Ordinary £1.00
—
100.0
100.0
Scorechance 12 Limited
England
Ordinary £1.00
—
100.0
100.0
Scorechance 17 Limited
England
Ordinary £1.00
—
100.0
100.0
Scorechance 25 Limited
England
Ordinary £1.00
—
100.0
100.0
Scorechance 8 Limited
England
Ordinary £1.00
—
100.0
100.0
Sheffield Automatics England
Ordinary £1.00
—
100.0
100.0
Limited
Shewell Limited
England
Ordinary £1.00
—
100.0
100.0
Silk Street Hotel England
Ordinary £1.00
—
100.0
100.0
Liverpool Limited
Small & Co. England
Ordinary £1.00
—
100.0
100.0
(Engineering) Limited
Small & Co. Limited
England
7% cumulative
—
100.0
0.7
preference
£1.00
Ordinary £1.00
—
100.0
99.3
Spring Soft Drinks Limited
England
Ordinary £1.00
—
100.0
100.0
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
Company name
Country of
incorporation
Class of shares
held
% of class of
shares held
by
the parent
company
% of class
shares held by
the Group (if
different from
the parent
company)
% of nominal
value (where
applicable)
Sprowston Manor
HotelLimited
England
1
Ordinary £1.00 — 100.0 100.0
Square October 1 Limited England
1
Ordinary £1.00 — 100.0 100.0
Square October 2 Limited England
1
Ordinary £1.00 — 100.0 100.0
Square October 3 Limited England
1
Ordinary £1.00 — 100.0 100.0
St Andrews Homes
(1995) Limited
England
1
Ordinary £1.00 — 100.0 100.0
St Martins Care Homes
Investments Limited
England
1
Ordinary £1.00 — 100.0 100.0
Stoneshell Limited England
1
Ordinary £1.00 — 100.0 100.0
Stripe Travel Inn Limited England
1
Ordinary £1.00 — 100.0 100.0
Strong and Co. of
Romsey Limited
England
1
Ordinary £1.00 — 100.0 100.0
Summerfields Care Limited
England
1
Ordinary £1.00 — 100.0 100.0
Sun Taverns Limited England
1
Ordinary £1.00 — 100.0 100.0
Sweetings (Chop
House)Limited
England
1
Ordinary £1.00 — 100.0 100.0
Swift (Lurchrise) Limited England
1
Ordinary £1.00 — 100.0 100.0
Swift Hotels (1995) Limited
England Ordinary £1.00 — 100.0 100.0
Swift Hotels
(Management) Limited
England
1
Ordinary £1.00 — 100.0 100.0
Swift Inns and
Restaurants Limited
England
1
Ordinary £1.00 — 100.0 100.0
Swift Profit Sharing
Scheme Trustees Limited
England
1
Ordinary £1.00 — 100.0 100.0
Swift Quest Limited England
1
Ordinary £1.00 — 100.0 100.0
Swingbridge Hotel Limited
England
1
Ordinary £1.00 — 100.0 100.0
Tewkesbury Park Golf
and Country Club Limited
England
1
Ordinary £1.00 — 100.0 100.0
9. Related parties continued
Dormant related undertakings continued
S G FINANCIAL STATEMENTS O 227
Whitbread PLC Annual Report and Accounts 2023/24
% of class
% of class of shares held by
shares held the Group (if
by different from % of nominal
Country of Class of shares the parent the parent value (where
Company name incorporation held company company) applicable)
The Barcave Group Limited England 7% cumulative
—
100.0
90.9
preference
£1.00
Ordinary £1.00
—
100.0
9.1
The Dominic Group Limited England
Ordinary £1.00
—
100.0
100.0
The Four Seasons Hotel England 8% cumulative
—
100.0
33.0
Investments Limited preference A
£1.00
8% cumulative
—
100.0
28.1
preference B
£1.00
Ordinary £1.00
—
100.0
30.2
Preferred
—
100.0
8.8
ordinary £1.00
The Four Seasons England
Ordinary £1.00
—
100.0
100.0
Hotel Investments
Management Limited
The Four Seasons England
Ordinary £1.00
—
100.0
100.0
Hotel Limited
The Oyster Spa England
Ordinary £1.00
—
100.0
100.0
Company Limited
The Portsmouth and England Ordinary
—
100.0
100.0
Brighton United £0.25
Breweries, Limited
Thomas Wethered England
Ordinary £1.00
—
100.0
100.0
& Sons Limited
Threlfalls (Liverpool & England
Ordinary £1.00
—
100.0
100.0
Birkenhead) Limited
Threlfalls (Salford) Limited
England
Ordinary £1.00
—
100.0
100.0
Trentrise Limited
England
Ordinary £1.00
—
100.0
100.0
Uncle Sam’s Limited
England
Ordinary £1.00
—
100.0
100.0
Virlat Limited
England
Ordinary £1.00
—
100.0
100.0
1
1
1
1
1
1
1
1
1
1
1
1
1
% of class
% of class of shares held by
shares held the Group (if
by different from % of nominal
Country of Class of shares the parent the parent value (where
Company name incorporation held company company) applicable)
W. M. Darley, Limited
England
Ordinary £1.00
—
100.0
49.8
Preference
—
100.0
49.8
£1.00
Preferred
—
100.0
0.4
ordinary £0.01
W. R. Wines Limited
England
Deferred £1.00
—
100.0
99.0
Ordinary £0.01
—
100.0
1.0
West Country England
Ordinary £1.00
—
100.0
100.0
Breweries Limited
Wentworth Guarantee England
N/A
N/A
N/A
N/A
Company Limited
Wheeler Gate Limited
England
Ordinary £1.00
—
100.0
100.0
Whitbread (Condor) England Ordinary
—
100.0
100.0
Holdings Limited £0.0001
Whitbread (G.C.) Limited
England
Ordinary £1.00
—
100.0
100.0
Whitbread Company England
Ordinary £1.00
—
100.0
100.0
Two Limited
Whitbread England
Ordinary £1.00
—
100.0
100.0
Developments Limited
Whitbread Devon Limited
England
Ordinary £1.00
—
100.0
100.0
Whitbread Directors England Ordinary
—
100.0
100.0
1 Limited £0.05
Whitbread Directors England
Ordinary £1.00
—
100.0
100.0
2 Limited
Whitbread England
Ordinary £1.00
—
100.0
100.0
Dunstable Limited
Whitbread Enterprise England
Ordinary £1.00
—
100.0
100.0
Centre Limited
Whitbread Finance PLC
England
Ordinary £1.00
—
100.0
100.0
Whitbread Fremlins Limited England
Ordinary £1.00
—
100.0
100.0
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
9. Related parties continued
Dormant related undertakings continued
Whitbread PLC Annual Report and Accounts 2023/24
228 FINANCIAL STATEMENTS
NOTES TO THE COMPANY FINANCIAL STATEMENTS CONTINUED
At 29 February 2024
% of class
% of class of shares held by
shares held the Group (if
by different from % of nominal
Country of Class of shares the parent the parent value (where
Company name incorporation held company company) applicable)
Whitbread Golf and England 5% non-
—
100.0
45.0
Country Club Limited cumulative
preference
£1.00
A ordinary
—
100.0
55.0
£1.00
Whitbread Golf England
Ordinary £1.00
—
100.0
100.0
Club Limited
Whitbread Guarantee England
N/A
N/A
N/A
N/A
Company Two Limited
Whitbread Healthcare England
Ordinary £1.00
—
100.0
100.0
Trustees Limited
Whitbread Hotel England Ordinary
—
100.0
100.0
(Bournemouth) Limited £0.05
Whitbread Hotels England
Deferred £1.00
—
100.0
100.0
(Management) Limited
USD 0.01
—
100.0
—
Whitbread International England
Ordinary £1.00
—
100.0
100.0
Limited
Whitbread International England Ordinary
—
100.0
100.0
Trading Limited £0.25
Whitbread Investment England
Ordinary £1.00
—
100.0
100.0
Company Limited
Whitbread Investment England
Ordinary £1.00
—
100.0
100.0
Company Securities
Limited
Whitbread London Limited England
Ordinary £1.00
—
100.0
100.0
Whitbread Nominees England
Ordinary £1.00
—
100.0
100.0
Limited
Whitbread Pension England
N/A
N/A
N/A
N/A
Trustee Directors
Company Limited
1
1
1
1
1
1
1
1
1
1
1
1
1
9. Related parties continued
Dormant related undertakings continued
Company name
Country of
incorporation
Class of shares
held
% of class of
shares held
by
the parent
company
% of class
shares held by
the Group (if
different from
the parent
company)
% of nominal
value (where
applicable)
Whitbread Pension
Trustees
England
1
Ordinary £1.00 — 100.0 100.0
Whitbread Pub and
BarsLimited
England
1
Ordinary £1.00 — 100.0 100.0
Whitbread Pub
Partnership Limited
England
1
Ordinary £1.00 — 100.0 100.0
Whitbread Pub
Restaurants
BusinessLimited
England
1
Ordinary £1.00 — 100.0 100.0
Whitbread Quest
TrusteeLimited
England
1
Ordinary £1.00 — 100.0 100.0
Whitbread Restaurants
(Australia) Limited
Australia Ordinary £1.00 — 100.0 —
Ordinary £0.56 — 100.0 100.0
Whitbread Restaurants
Limited
England
1
Ordinary £1.00 — 100.0 100.0
Whitbread Scotland
Limited
Scotland
14
Ordinary £1.00 — 100.0 100.0
Whitbread Secretaries
Limited
England
1
Ordinary
£0.05
— 100.0 50.0
4% preference
£0.05
— 100.0 50.0
Whitbread Share
Ownership
TrusteesLimited
England
1
N/A N/A N/A N/A
Whitbread Spa
CompanyLimited
England
1
Ordinary £1.00 — 100.0 100.0
Whitbread Sunderland
(1995) Limited
England
1
Ordinary £1.00 — 100.0 100.0
S G FINANCIAL STATEMENTS O 229
Whitbread PLC Annual Report and Accounts 2023/24
9. Related parties continued
Dormant related undertakings continued
% of class
% of class of shares held by
shares held the Group (if
by different from % of nominal
Country of Class of shares the parent the parent value (where
Company name incorporation held company company) applicable)
Whitbread Sunderland England
Ordinary £1.00
—
100.0
57.0
2 Limited 5.6% non-
—
100.0
43.0
cumulative
preference
£1.00
Whitbread Sunderland England Ordinary
—
100.0
50.0
Limited £5.00
Preference
—
100.0
50.0
£5.00
Whitbread Trafalgar England A ordinary
—
100.0
50.0
Properties Limited £1.00
B ordinary
—
100.0
50.0
£1.00
Whitbread UK Limited
England
Ordinary £1.00
—
100.0
100.0
Whitbread Wales Limited
England
Ordinary £1.00
—
100.0
100.0
Whitbread Wessex Limited England
Ordinary £1.00
—
100.0
100.0
White Cross Films Limited
England
Ordinary £1.00
—
100.0
100.0
Wiggin Tree Limited
England
Ordinary £1.00
—
100.0
100.0
Willhouse Limited
England
Deferred £1.00
—
100.0
50.0
Q ordinary
—
100.0
25.0
£1.00
W ordinary
—
100.0
25.0
£1.00
William Overy Crane England
Ordinary £1.00
—
100.0
100.0
Hire Limited
1
1
1
1
1
1
1
1
1
1
The registered office of the above companies is as follows:
1 Whitbread Court, Houghton Hall Business Park, Porz Avenue, Dunstable, Beds, LU5 5XE.
2 4th Floor, Saltire Court, 20 Castle Terrace, Edinburgh, EH1 2EN.
3 Ground Floor, Two Dockland Central, Guild St, North Dock, Dublin, Ireland D01 K2C5.
4 2nd Floor, St Mary’s Court, 20 Hill Street, Douglas, IM1 1EU, Isle of Man.
5 4th Floor, St Paul’s Gate, 22-24 New Street, St Helier, JE1 4TR, Jersey.
6 Ground Floor, Premier Inn Dubai Investment Park, P.O. Box 35118, Dubai, United Arab Emirates.
7 3rd Floor, Tornado Towers, PO Box 34040, Doha, Qatar.
8 Europa-Allee 22, 60327 Frankfurt am Main, Germany.
9 Room 742, 968 West Beijing Road, Jing’an District, Shanghai, China.
10
Gandaria 8 Office Tower, 19th Floor Unit A1, Jalan Sultan Iskandarmuda, Kebayoran Lama, 12240, Indonesia.
11 TMF Services B.V., Nassima Tower, Office 1401, Sheikh Zayed Road, PO Box 213975, Dubai,
United Arab Emirates.
12 c/o EY Corporate Advisers Pte Ltd, One Raffles Quay, North Tower, 48583, Singapore.
13 Almas 6C, Almas Tower, Jumeirah Lake Towers, Dubai, United Arab Emirates.
14 4th Floor, 115 George Street, Edinburgh, EH2 4JN, Scotland.
15 The Royal Scot Hotel, 111 Glasgow Road, Edinburgh, EH12 8NF, Scotland.
16 11 New St, Guernsey GY1 3EG, Guernsey.
17 Swallow Royal Scot Hotel, Glasgow Road, Edinburgh, EN12 8NF, Scotland.
18 Hegelgasse 13, 1010 Wien, Austria.
230
Whitbread PLC Annual Report and Accounts 2023/24
OTHER INFORMATION
GLOSSARY
Adjusted property rent
Property rent less a proportion of contingent rent. Property rent is defined as IFRS 16
property lease interest and depreciation plus variable lease payments, adjusted for deferred
rental amounts. This is used as a proxy for rent expense as recorded under IAS 17.
Basic earnings per share (basic EPS)
Profit attributable to the parent shareholders divided by the basic weighted average
number of ordinary shares in issue during the year after deducting treasury shares and
shares held by an independently managed share ownership trust (ESOT).
Committed pipeline
Sites where the Group has a legal interest in a property (that may be subject to
planning/other conditions) with the intention of opening a hotel in the future.
Direct bookings/distribution
Based on stayed bookings in the financial year made direct to the Premier Inn website,
Premier Inn app, Premier Inn customer contact centre or hotel front desks.
Food and beverage (F&B) sales
Food and beverage revenue from all Whitbread owned restaurants and integrated
hotelrestaurants.
GOSH Charity
Great Ormond Street Hospital Children’s Charity.
IFRS
International Financial Reporting Standards.
Lease debt
Eight times adjusted property rent.
Occupancy
Number of hotel bedrooms occupied by guests expressed as a percentage of the number
of bedrooms available in the period.
Operating profit
Profit before net finance costs and tax.
OTAs
Online travel agents.
Rent expense
Rental costs recognised in the income statement prior to the adoption of IFRS 16.
Team retention
The number of permanent new starters that we retain for the first 90 days/three months.
Trading site
A joint hotel and restaurant or a standalone hotel or a standalone restaurant.
WINcard
Whitbread In Numbers – balanced scorecard to measure progress against key
performancetargets.
YourSay
Whitbread’s annual employee opinion survey to provide insight into the views of employees.
S G F OTHER INFORMATION 231
Whitbread PLC Annual Report and Accounts 2023/24
ALTERNATIVE PERFORMANCE MEASURES
We use a range of measures to monitor the financial performance of the Group. These measures include both statutory measures in accordance with IFRS and alternative performance
measures (APMs) which are consistent with the way that the business performance is measured internally.
APMs are not defined by IFRS and therefore may not be directly comparable with similarly titled measures reported by other companies. APMs should be considered in addition to, and
are not intended to be a substitute for, or superior to, IFRS measures.
The APM titled cohort of established German hotels adjusted profit before tax is no longer reported as the Group does not see this as a useful APM going forwards. The nature of a
maturity profile is such that the cohorts will evolve over time in comparison to the fixed nature of an APM meaning that there is not a consistent basis on which to report. The APM titled
funds from operations is no longer reported as the Group’s credit rating agency no longer utilises this measure in calculating leverage. The APM titled three-year UK like-for-like revenue
growth is no longer reported as the Group’s comparative period no longer contains the impact of the COVID-19 pandemic.
APM
Closest equivalent
IFRSmeasure Adjustments to reconcile to IFRS measure Definition and purpose
REVENUE MEASURES
Accommodation sales
Revenue Exclude non-room revenue such
asfood and beverage
Premier Inn accommodation revenue excluding non-room income such as food and
beverage. The growth in accommodation sales on a year-on-year basis is a good
indicator of the performance of the business.
Reconciliation: Note 3
Average room rate (ARR)
No direct equivalent Refer to definition Accommodation sales divided by the number of rooms occupied by guests. The
directors consider this to be a useful measure as this is a commonly used industry
metric which facilitates comparison between companies.
RECONCILIATION 2023/24 2022/23
UK accommodation sales (£m) 2,007.7 1,795.0
Number of rooms occupied by guests (‘000) 25,173 24,984
UK AVERAGE ROOM RATE (£) 79.76 71.84
Germany accommodation sales (£m) 162.7 100.1
Number of rooms occupied by guests (‘000) 2,263 1,606
GERMANY AVERAGE ROOM RATE (£) 71.88 62.36
UK like-for-like revenue growth
Movement in
accommodation
salesper the segment
information(Note 3)
Accommodation sales from
non like-for-like
Year-over-year change in revenue for outlets open for at least one year. Thedirectors
consider this to be a useful measure as it is a commonly used performance metric and
provides an indication of underlying revenue trends.
RECONCILIATION 2023/24 2022/23
UK like-for-like revenue growth 10.0% 50.0%
Contribution from net new hotels 1.9% 5.0%
UK ACCOMMODATION SALES GROWTH 11.9% 55.0%
232
Whitbread PLC Annual Report and Accounts 2023/24
OTHER INFORMATION
ALTERNATIVE PERFORMANCE MEASURES CONTINUED
APM
Closest equivalent
IFRSmeasure Adjustments to reconcile to IFRS measure Definition and purpose
REVENUE MEASURES CONTINUED
Revenue per available room
(RevPAR)
No direct equivalent Refer to definition Revenue per available room is also known as ‘yield’. This hotel measure is achieved
bydividing accommodation sales by the number of rooms available. The directors
consider this to be a useful measure as it is a commonly used performance measure
in the hotel industry.
RECONCILIATION 2023/24 2022/23
UK accommodation sales (£m) 2,007 1,795.0
Available rooms (‘000) 30,624 30,193
UK REVPAR (£) 65.56 59.45
Germany accommodation sales (£m) 162.7 100.1
Available rooms (‘000) 3,660 2,703
GERMANY REVPAR (£) 44.44 37.04
INCOME STATEMENT MEASURES
Adjusted
1
operating profit/loss
Profit/loss before tax Adjusting items (Note 6), finance
income/costs (Note 8)
Profit/loss before tax, finance costs/income and adjusting items.
Reconciliation: Consolidated income statement.
Adjusted
1
tax
Tax charge/credit Adjusting items (Note 6) Tax charge/credit before adjusting items.
Reconciliation: Consolidated income statement.
Adjusted
1
profit/loss before tax
Profit/loss before tax Adjusting items (Note 6) Profit/loss before tax and adjusting items.
Reconciliation: Consolidated income statement.
Adjusted
1
basic EPS
Basic EPS Adjusting items (Note 6) Adjusted profit attributable to the parent shareholders divided by the basic weighted
average number of ordinary shares in issue during the year after deducting treasury
shares and shares held by an independently managed share ownership trust (ESOT).
Reconciliation: Note 10.
Profit/PBT margin
No direct equivalent Refer to definition Segmental adjusted profit before tax divided by segmental adjusted revenue,
todemonstrate profitability margins of the segmental operations.
Reconciliation: Strategic Report.
S G F OTHER INFORMATION 233
Whitbread PLC Annual Report and Accounts 2023/24
APM
Closest equivalent
IFRSmeasure Adjustments to reconcile to IFRS measure Definition and purpose
BALANCE SHEET MEASURES
Net cash/debt
Total liabilities from
financingactivities
Exclude lease liabilities, other
financial liabilities and derivatives
held to hedge financing activities
Cash and cash equivalents after deducting total borrowings. The directors consider
this to be a useful measure of the financing position of the Group.
Reconciliation: Note 21.
Adjusted net cash/debt
Total liabilities from
financingactivities
Exclude lease liabilities, other
financial liabilities and derivatives
held to hedge financing activities,
adjusted for cash assumed by
ratings agencies to not be
readilyavailable
Net cash/debt adjusted for cash, assumed by ratings agencies to not be readily
available, and excluding unamortised debt related fees. The measure has been
amended in the year to exclude unamortised debt related fees. The directors consider
this to be a useful measure as it is aligned with the method used by ratings agencies
to assess the financing position of the Group.
RECONCILIATION
2023/24
£m
2022/23
£m
Net debt/(cash) 298.2 (171.4)
Less: unamortised debt costs 5.1 6.6
Restricted cash adjustment 10.0 10.0
ADJUSTED NET DEBT/(CASH) 313.3 (154.8)
Unamortised debt costs of £5.1m (including arrangement fees of £2.1m) are included within the carrying value of borrowings.
Lease-adjusted net debt/cash
Cash and cash
equivalents lesstotal
liabilities from
financingactivities
Exclude lease liabilities and
derivatives held to hedge
financing activities. Includes an
adjustment forcash assumed
byratings agenciesto not
bereadily available
In line with methodology used by credit rating agencies, lease-adjusted net debt includes
lease debt which is calculated as 8x adjusted property rent. The directors consider this to
be a useful measure as it forms the basis of the Group’s leverage targets.
RECONCILIATION
2023/24
£m
2022/23
£m
Adjusted net debt/(cash) 313.3 (154.8)
Lease debt 2,733.6 2,452.8
LEASE-ADJUSTED NET DEBT 3,046.9 2,298.0
Net debt/cash and
leaseliabilities
Cash and cash
equivalents lesstotal
liabilities from
financingactivities
Refer to definition Net debt/cash plus lease liabilities. The directors consider this to be a useful measure
of the financing position of the Group.
RECONCILIATION
2023/24
£m
2022/23
£m
Net debt/(cash) 298.2 (171.4)
Lease liabilities 4,098.4 3,958.4
NET DEBT/(CASH) AND LEASE LIABILITIES 4,396.6 3,787.0
234
Whitbread PLC Annual Report and Accounts 2023/24
OTHER INFORMATION
ALTERNATIVE PERFORMANCE MEASURES CONTINUED
APM
Closest equivalent
IFRSmeasure Adjustments to reconcile to IFRS measure Definition and purpose
CASH FLOW MEASURES
Lease-adjusted net debt to
adjusted EBITDAR for leverage
No direct equivalent Refer to definition This measure is a ratio of lease-adjusted net debt compared against the Group’s
adjusted EBITDAR. The directors use this to monitor the leverage position of the
Group. This measure may not be directly comparable with similarly titled measures
utilised by credit rating agencies, however on a normalised basis these measures would
be expected to move proportionally in the same direction.
RECONCILIATION
2023/24
£m
2022/23
£m
Lease-adjusted net debt 3,046.9 2,298.0
Adjusted EBITDAR 1,057.1 888.0
LEASE-ADJUSTED NET DEBT TO ADJUSTED EBITDAR
FORLEVERAGE 2.9x 2.6x
Adjusted
1
operating cash flow
Cash generated
fromoperations
Refer to definition Adjusted operating profit/loss adding back depreciation and amortisationand after
IFRS 16 interest and lease repayments and workingcapital movement.
The directors consider this a useful measure as it is a good indicator of thecash
generated which is used to fund future growth and shareholder returns, tax, pension
and interest payments.
RECONCILIATION
2023/24
£m
2022/23
£m
Adjusted operating profit 674.2 543.5
Depreciation – right-of-use assets 183.3 165.8
Depreciation – property, plant and equipment 176.9 163.2
Amortisation 23.2 16.5
ADJUSTED EBITDA (POST-IFRS 16) 1,057.6 889.0
Interest paid – lease liabilities (154.9) (138.7)
Payment of principal of lease liabilities (147.1) (133.9)
Net lease incentives received (2.7) 3.5
Movement in working capital 34.3 98.9
ADJUSTED OPERATING CASH FLOW 787.2 718.8
Cash capital expenditure
(cash capex)
No direct equivalent Refer to definition Cash flows on property, plant and equipment and investment property and investment
in intangible assets, payments of deferred and contingent consideration, and capital
contributions or loans to joint ventures.
S G F OTHER INFORMATION 235
Whitbread PLC Annual Report and Accounts 2023/24
APM
Closest equivalent
IFRSmeasure Adjustments to reconcile to IFRS measure Definition and purpose
OTHER MEASURES
Adjusted
1
EBITDA
(post-IFRS 16),
Adjusted
1
EBITDA
(pre-IFRS 16)
and Adjusted
1
EBITDAR
Operating profit Refer to definition Adjusted EBITDA (post-IFRS 16) is profit before tax, adjusting items, interest,
depreciation and amortisation.
Adjusted EBITDA (pre-IFRS 16) is further adjusted to remove rent expense.
Adjusted EBITDAR is profit before tax, adjusting items, interest, depreciation,
amortisation, variable lease payments and rental income.
The directors consider this measure to be useful as it is a commonly used industry metric
which facilitate comparison between companies. The Group’s RCF covenants include
measures based on Adjusted EBITDA (pre-IFRS 16).
RECONCILIATION
2023/24
£m
2022/23
£m
Adjusted operating profit 674.2 543.5
Depreciation – right-of-use assets 183.3 165.8
Depreciation – property, plant and equipment 176.9 163.2
Amortisation 23.2 16.5
ADJUSTED EBITDA (POST-IFRS 16) 1,057.6 889.0
Variable lease payments 3.5 2.1
Rental income (4.0) (3.1)
ADJUSTED EBITDAR 1,057.1 888.0
Rent expense, variable lease payments
and rental income (293.6) (269.9)
ADJUSTED EBITDA (PRE-IFRS 16) 763.5 618.1
236
Whitbread PLC Annual Report and Accounts 2023/24
OTHER INFORMATION
ALTERNATIVE PERFORMANCE MEASURES CONTINUED
APM
Closest equivalent
IFRSmeasure Adjustments to reconcile to IFRS measure Definition and purpose
OTHER MEASURES CONTINUED
Return on Capital Employed
(ROCE)
No direct equivalent Refer to definition Adjusted operating profit/loss (pre-IFRS 16) for the year divided by net assets at the
balance sheet date, adding back net debt/(cash), right-of-use assets, lease liabilities,
taxation assets/liabilities, the pension surplus/deficit and derivative financial assets/
liabilities, other financial liabilities and IFRS 16 working capital adjustments.
The directors consider this to be a useful measure as it expresses the underlying
operating efficiency of the Group and is used as the basis for remuneration targets.
RECONCILIATION
2023/24
Total
£m
UK &
Ireland
£m
Adjusted operating profit 674.2
Depreciation – right-of-use assets 183.3
Rent expense (294.1)
ADJUSTED OPERATING PROFIT PRE-IFRS 16 563.4 583.8
Net assets 3,519.4
Net debt 298.2
Current tax liabilities 10.2
Deferred tax liabilities 181.1
Pension surplus (165.2)
Derivative financial assets (3.8)
Derivative financial liabilities 15.9
Lease liabilities 4,098.4
Right-of-use assets (3,597.0)
Other financial liabilities 12.3
IAS 17 rent adjustments (65.0)
ADJUSTED NET ASSETS 4,304.5 3,755.9
RETURN ON CAPITAL EMPLOYED 13.1% 15.5%
S G F OTHER INFORMATION 237
Whitbread PLC Annual Report and Accounts 2023/24
APM
Closest equivalent
IFRSmeasure Adjustments to reconcile to IFRS measure Definition and purpose
OTHER MEASURES CONTINUED
Return on Capital Employed
(ROCE) continued
RECONCILIATION
2022/23
Total
£m
UK &
Ireland
£m
Adjusted operating profit 543.5
Depreciation – right-of-use assets 165.8
Rent expense (270.9)
ADJUSTED OPERATING PROFIT PRE-IFRS 16 438.4 477.6
Net assets 4,111.4
Net cash (171.4)
Current tax liabilities 4.6
Deferred tax liabilities 158.2
Pension surplus (324.7)
Derivative financial liabilities 7.8
Lease liabilities 3,958.4
Right-of-use assets (3,504.6)
IAS 17 rent adjustments (65.0)
ADJUSTED NET ASSETS 4,174.7 3,694.8
RETURN ON CAPITAL EMPLOYED 10.5% 12.9%
1 Adjusted measures of profitability represent the equivalent IFRS measures adjusted for specific items that we consider relevant for comparison of the Group’s business either from one period to another or with
similar businesses. We report adjusted measures because we believe they provide both management and investors with useful additional information about the financial performance of the Group’s businesses.
238
Whitbread PLC Annual Report and Accounts 2023/24
OTHER INFORMATION
SHAREHOLDER SERVICES
Useful contacts
Registrars
Link Group
Central Square
29 Wellington Street
Leeds LS1 4DL
The website address is www.linkgroup.eu
For enquiries regarding your shareholding
please telephone +44 (0)344 855 2327.
Alternatively, you can email:
whitbread@linkgroup.co.uk
Registered office
Whitbread PLC
Whitbread Court
Houghton Hall Business Park, Porz Avenue
Dunstable
Bedfordshire LU5 5XE
General Counsel and Company
Secretary
Clare Thomas
Managing your shareholdings
You can manage your shareholdings by
visiting www.whitbread-shares.com. This is
a secure online site where you can:
• sign up to receive shareholder
information by email;
• buy and sell shares via the Link Share
Dealing Service;
• view your holding and get an indicative
valuation; and
• change your personal details.
You will need to have your Investor Code to
hand. This can be found on the following
documentation:
• share certificate;
• dividend voucher; or
• proxy card.
Please ensure that you advise Link promptly
of any change of address.
Share dealing service
1
For Link Share Dealing Services you can
telephone +44 (0)371 664 0445. Calls are
charged at the standard geographic rate
and will vary by provider. Calls from outside
the United Kingdom will be charged at the
applicable international rate. Lines are open
between 8.00am and 4.30pm, Monday to
Friday excluding public holidays in England
and Wales.
Private shareholder
Private shareholders are shareholders
whohold their shares in their own name
onthe Company’s Register of Members.
They have full voting rights and have the
right to stipulate their communication
preferences and bank account preferences
on their own holding.
Nominee shareholder
Nominee shareholders are underlying
beneficial shareholders who hold their
shares through a nominee company.
Thename of the nominee company will
appear on the Company’s Register of
Members. It will depend on the terms and
conditions of the nominee provider as to
whether underlying shareholders receive
copies of the annual general meeting
(AGM)documents and any other Company
documents that are mailed. Dividend
options may also be restricted by the
nominee. If underlying shareholders wish
toreceive Company mailings then they
have the right to request to be put on
thebeneficial holders’ information rights
register, which can be arranged via their
nominee provider.
Corporate Sponsored Nominee
We worked with Link to establish the
Whitbread Corporate Sponsored Nominee
(CSN). We did this because we know that a
number of shareholders prefer not to hold
their shares in certificated form, but still wish
to receive documents and benefits from the
Company. This has been raised by shareholders
at previous AGMs. The CSN allows shareholders
to hold their Whitbread shares via a nominee,
but also allows Whitbread to have direct
access to the underlying register, such that
we can ensure that participants receive the
documents and benefits that they request.
If you would like to hold your shares in
thenew Whitbread CSN, please log on to
www.whitbread-shares.com. If you have not
registered before then you will need your
Investor Code. Your Investor Code is
located on your share certificate.
On the portal you will find further information
in relation to the Whitbread CSN. The terms
and conditions and various transfer forms
that you will need to review and complete
are located there. If you need any assistance
with the forms or want any additional support,
please e-mail custodymgt@linkgroup.co.uk
outlining what you would like to do and
they will email you back with the
relevantinstructions.
Annual General Meeting 2024
The AGM will take place at 2.30pm on
Tuesday 18 June 2024 at Whitbread Court,
PorzAvenue, Dunstable LU5 5XE.
Dividend diary 2024/25 (subject to confirmation)
Ex-dividend for final dividend 23 May 2024
Record date for final dividend 24 May 2024
DRIP election 14 June 2024
Payment date for final dividend 5 July 2024
Ex-dividend for interim dividend 31 October 2024
Record date for interim dividend 1 November 2024
DRIP election 15 November 2024
Payment date for interim dividend 6 December 2024
1 These details have been provided for information only and any action you take is at your own risk. If
you are in any doubt about what action to take, please consult your own financial adviser. Should you
not wish to use these services you could find a broker in your local area, on the internet, or enquire
about share dealing at any high street bank or building society. The availability of this service should
not be taken as a recommendation to deal.
S G F OTHER INFORMATION 239
Whitbread PLC Annual Report and Accounts 2023/24
Analysis of ordinary shares at 29 February 2024
Band
Number of
holders
% of
holders
Number of
shares
% of
share capital
1–100 18,396 55.98 630,702 0.32
101–200 4,924 14.98 715,941 0.36
201–500 4,940 15.03 1,589,192 0.80
501–1,000 2,248 6.84 1,571,595 0.80
1,001–2,000 1,052 3.20 1,446,685 0.73
2,001–5,000 521 1.59 1,627,311 0.82
5,001–10,000 180 0.55 1,244,805 0.63
10,001–50,000 287 0.87 6,861,247 3.47
50,001–100,000 95 0.29 6,848,123 3.47
100,001–500,000 143 0.44 32,238,269 16.33
500,001–1,000,000 35 0.11 25,114,260 12.72
1,000,001–5,000,000 35 0.11 56,407,260 28.56
5,000,001–10,000,000 4 0.01 26,862,532 13.60
10,000,001–50,000,000 3 0.01 34,313,640 17.38
TOTAL 32,863 197,471,562
Capital gains tax
For further information on:
• the market value of shares in the
Company as at 31 March 1982;
• the reduction of capital on 10 May 2001; and
• the special dividend and share
consolidation in May 2005,
or if you require any further information on
capital gains tax allocations, please refer to
the investors’ section of the Company’s
website: www.whitbread.co.uk.
Dividend Reinvestment Plan
To reinvest your dividend, you will need to
sign up for the Dividend Reinvestment Plan
(the DRIP). Terms and Conditions of the
DRIP can be found at www.whitbread-
shares.com orcan be requested from Link
Group. Forenquiries regarding the DRIP
please telephone +44 (0) 344 855 2327.
Dividend payments by BACS
We can pay your dividends directly to your
bank or building society account using the
Bankers’ Automated Clearing Service
(BACS). This means that your dividend will
be in your account on the same day we
make the payment. Your tax voucher will be
posted to your home address. If you would
like to use this method please ring the
registrars on +44 (0)344 855 2327.
As mentioned in the Chairman’s statement
on page 6, we would like to provide you
with advance notice that future cash dividend
payments made by the Company, starting
with the interim dividend, which is expected
to be paid in December 2024 will only be
made by electronic means. We will no
longer be issuing payments by cheque.
You will need to register your bank account
details to enable payment of cash dividends
into your bank account. You can do this
using one of the following methods:
• Via the Share Portal: www.signalshares.com.
If you have not previously registered
with the Share Portal, you will need your
Investor Code (a unique number that can
be found on shareholder correspondence,
such as share certificates or dividend tax
confirmations). Once registered, you will
be able to register your bank account
details and obtain dividend confirmations
via the Share Portal. You can also register
a preference to receive a notification by
email that your cash dividend has been
paid into your bank account.
• By calling Link Group on 0371 664 0300.
If you are outside the United Kingdom
please call +44 371 664 0300. Opening
hours and call charges are as stated
earlier in thisletter.
Shareholder FAQs
Where can I find information about
Band C shares?
As outlined in the original circulars, the
Company made two separate purchase
offers for the B and C shares. There will be
no further purchase offers. The Company
does have the right to convert the B and C
shares to ordinary shares and this is something
currently under active consideration. The B
and C shares will continue to attract an
annual dividend payment.
How can I find the current share price?
You can keep up to date with the current
share price on the Company’s website:
www.whitbread.co.uk.
I have lost my share certificate,
howcan I get a replacement?
If you have lost your certificate please
contact the Company’s registrars, Link
Group, on the shareholder helpline
+44 (0) 344 855 2327. They will be able
toassist you in arranging a replacement.
Am I entitled to shareholder benefits?
Shareholders with a holding of 64 shares
ormore are eligible to receive a shareholder
benefits card. Those shareholders who
havepreviously registered to receive
theshareholder benefits card should
automatically have received the card with
the Annual Report and Accounts mailing.
Shareholders who wish to register for a
cardcan do so by contacting Link, whose
contact details are shown on page 238.
240
Whitbread PLC Annual Report and Accounts 2023/24
OTHER INFORMATION
Unsolicited mail
We are aware that some shareholders
havehad occasion to complain of the use,
by outside organisations, of information
obtained from Whitbread’s share register.
Whitbread, like other companies, cannot
bylaw refuse to supply such information
provided that the organisation concerned
pays the appropriate statutory fee. If you
are a resident in the UK and wish to stop
receiving unsolicited mail then you should
register with the Mailing Preference Service;
you can register online: www.mpsonline.org.uk.
Shareholder warning
Share and bond scams are often run from
‘boiler rooms’ where fraudsters cold-call
investors offering them worthless, overpriced
or even non-existent shares orbonds. Boiler
rooms use increasingly sophisticated tactics
to approach investors, offering to buy or
sell shares in a way that will bring a huge
return. But victims are often left out of
pocket – sometimes losing all of their
savings or even their family home. Even
seasoned investors have been caught out,
with the biggest individual loss recorded
bythe police being £6m.
Shareholders are advised to be wary of
unsolicited advice, offers to buy shares
atadiscount or offers of free company
reports. If you receive any unsolicited
investment advice:
• make sure you get the correct name
ofthe person or organisation;
• check that they are properly authorised
by the FCA before getting involved by
visiting www.fca.org.uk and contact the
firm using the details on the register;
• report the matter to the FCA
either bycalling 0800 111 6768 or
visit www.fca.org.uk/scams;
• if the calls persist, hang up; and
• REMEMBER if it sounds too good to be
true, it probably is!
If you deal with an unauthorised firm,
youwill not be eligible to receive payment
under the Financial Services Compensation
Scheme (FSCS) if things go wrong.
The FCA can be contacted by completing
an online form at www.fca.org.uk/scams or
you can call the FCA Consumer Helpline
on0800 111 6768 or Action Fraud 0300 123
2040 (www.actionfraud.police.uk).
Details of any share dealing facilities that
the Company endorses will be included in
Company mailings.
More detailed information on this or similar
activity can be found on the FCA website,
www.fca.org.uk/consumers.
SHAREHOLDER SERVICES CONTINUED
Whitbread PLC’s commitment to environmental stewardship is
reflected in this Annual Report, which has been printed on Revive 100
Silk, which is 100% post-consumer recycled, FSC
®
certified and totally
chlorine free (TCF) paper. Printed in the UK by Park Communications
using vegetable-based inks, with 99% of dry waste being diverted from
landfill. The printer is a CarbonNeutral
®
company. Both the mill and the
printer are certified to ISO 14001 (Environmental Management System)
and ISO 9001 (Quality Management System).
CBP024627
Whitbread Court
Houghton Hall Business Park
Porz Avenue
Dunstable
Bedfordshire
LU5 5XE
www.whitbread.co.uk/investors
Whitbread PLC Annual Report and Accounts 2023/24