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Co-operative Group Limited
Annual Report and Accounts 2022
1
Co-operating for a Fairer World - Co-op Annual Report & Accounts for 2022
A successful year for our Co-op in which we have continued to deliver for our
members, customers and communities, maintained profitability and significantly
reduced debt levels despite the challenging external environment we have been
operating in.
2022 in brief
£11.5bn
Revenue up on FY 2021 (£11.2bn), despite the revenue generated by the Group
from the petrol forecourts being £150m lower as a result of their sale during the year
£100m
Underlying operating profit maintained against FY 2021 (£100m), despite energy and
salary inflation of over £100m and profits generated by the Group from the petrol
forecourts being £10m lower as a result of their sale during the year
£247m
Group profit before tax* up by £190m on FY 2021 (£57m)
£490m
Underlying EBITDA* down by £15m (FY 2021: £505m)
£455m
Net cash from operating activities improves by £277m (FY 2021: £178m)
Group net debt down to £333m from £920m at 2021 year end
Represents a £587m improvement, driven by disposal of petrol forecourts business,
strong cashflow generation and renewed focus of cost discipline
o
4.41 million active members in 2022
overall growth achieved for the first time in five
years (2021: 4.27 million).
o
£117m raised for our local communities since 2016, when our Local Community Fund
launched, including £24.6m in 2022.
o
£12m invested in payments on to colleague membership cards during the cost of living
crisis. Colleague discount extended to 30% on own brand products.
o
£1m ‘Warm Spaces’ funding boost,
to support local communities navigating rising energy
costs.
We became the first retailer to launch such a project.
o
New partnership launched with Your Local Pantry, set to see its network triple within
three years from 75 to 225 pantries across the UK.
o
New colleague fertility treatment policy launched, providing unrestricted paid time off for
colleagues where needed and support for those with partners undergoing fertility
treatment. Menopause policy reviewed and refreshed.
o
Recipients of both the Queen’s Award for Enterprise for
Sustainable Development and
the Relex Responsible Retailer Award.
Co-operative Group Limited
Annual Report and Accounts 2022
2
o
More than 1.5 million people signposted to information, activity and support for mental
wellbeing since 2020, through partnerships with Mind SAMH and Inspire.
Our 2022 Co-
operate Report includes detail on the progressive actions we’re taking to fulfil
our Vision of Co-operating for a Fairer World. To read the report, visit:
www.co-
operative.coop/ethics/sustainability-reporting
* PBT in 2022 includes £319m of profit on the sale of our petrol forecourts in October 2022.
Co-operative Group Limited
Annual Report and Accounts 2022
3
Co-operating for a Fairer World
We’re a consumer owned co
-operative running an ethically responsible business. Our Vision
is
‘Co
-
operating for a Fairer World.’
Every day we champion a better way of doing business for you and your community
by
offering a range of products and services which create value for our Co-op members and
their communities.
When you spend at Co-op it does good for you, your local community and communities
across the country and around the world.
It’s what we do.
Our Co-op is
the UK’s largest consumer co
-operative, with more than four million active
members and a presence in every postal area in the country.
We’re a major food retailer and wholesaler; we’re the largest funerals services provider in
the UK; a major provider of regulated consumer legal services, particularly probate and wills,
and a major provider of life planning and insurance products.
Our businesses are all UK-based and our main support centre is in Manchester.
Since 1844, the co-operative movement has promoted organisations with a clear social
purpose and our Co-op continues that tradition. A stronger Co-op means stronger
communities; we’re here to create value for our members and the communities in which we
trade and we can only do this by running a successful co-operative business.
How we run our business is important to us. We set ourselves high standards for responsible
retailing and service. And, we have a responsibility to be a campaigning business, speaking
out on the issues that matter to our members.
By offering great products and services we grow our customer base, our membership and
the positive Co-op impact and value we can bring to wider society.
For more information on our responsible business performance in 2022, please see our Co-
operate Report on
www.co-operative.coop
Our Co-op continues to stand apart from other operators in its markets, demonstrating the
power of co-operation and firmly placing democracy and those issues that matter most to
members at the heart of our business. During 2022, our Co-op led the way:
We were the first UK reta
iler to remove ‘use by’ dates from own
brand yoghurts and
add ‘freeze me’ storage guidance
to milk, in a bid to reduce food waste at home.
As an industry first, we moved all of the South African wine stocked in our range,
across branded and own label, to being 100% Fairtrade.
We were the first UK retailer to sell Fairtrade Ecuadorian roses, as well as the UK
’s
first Fairtrade stir fries and own brand Fairtrade olive oil.
We introduced and continued the rollout of electric hearses in our funeral business,
and we were one of the first UK funeral directors to trial the fully electric Tesla
hearse.
We became the first national funeral provider to launch a new airborne ashes
scattering service, where ashes are scattered by a drone.
We were the only UK pet insurance brand to offer a discount on policies for dogs and
cats who had been adopted from a registered pet rehoming charity.
We became the first regulated law firm in the UK to offer our services via the Amazon
UK platform, making our services more accessible to more people.
Co-operative Group Limited
Annual Report and Accounts 2022
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We became the first law firm to partner with the LGBT+ foundation based in
Manchester, providing free wills to their supporters where legacies left in wills
will help support the
charity’s
goals.
Co-operative Group Limited
Annual Report and Accounts 2022
5
C
hair’s introduction
For us to maintain a lasting Co-op impact we need to be clear in terms of our Vision,
be commercially successful and have the underlying financial strength to face into
whatever short to longer-
term headwinds confront us.”
Against a rather bleak external backdrop, we are pleased to say that our Co-op enters 2023
in a much stronger financial position than it was in a year ago, and has continued to deliver
for our members, customers and communities throughout a challenging 2022. T
hat’s
something we’re very pr
oud of, when we consider the events of the last 12 months and what
we’re
continuing to face into this year.
I wish, in writing this introduction, that we could be living in a world more certain of its future,
more confident in its outlook and with its nations more peaceful and respectful in their
approach to one another
alas, we know that isn’t the case.
The tragic war in Ukraine continues to devastate that nation, with its impact reverberating
around the world politically and economically. Our thoughts remain with those affected by
the ongoing conflict, and we join them in hoping for peace to return as soon as possible to
Ukraine.
Closer to home, it was a highly turbulent, unsettling and volatile year for those living in the
UK. The death of Her Majesty The Queen in September marked the passing of our longest
serving monarch. The outpouring of grief, respect and remembrance for a lifetime of service
and devotion to both country and Commonwealth was both deeply moving and richly
deserved.
Her Majesty’s death occurred, as we know, during a period of intense political and economic
upheaval, with three Prime Ministers and four Chancellors coming and going over a matter
of weeks. Soaring inflation and rising interest rates dominated the news agenda and the UK
entered a cost of living crisis not witnessed in decades, from which the country will take
many years to recover.
On behalf of the Board, we would like to thank our CEO Shirine Khoury-Haq, the Operating
Board and wider leadership team and our 57,000 Co-op colleagues for all that has been
achieved, during a highly challenging but ultimately successful year for our group in 2022.
Shirine was appointed as interim CEO in March, taking on the CEO role permanently in
August - she has led through significant changes in our leadership structure and in our
business strategies, ensuring our Co-op remains resilient in the face of a challenging
environment across all of our businesses.
Much has been made of the need for ‘businesses with purpose’ to play more active roles in
helping our country address some of the environmental and societal issues it faces. Our Co-
op has origins that date back to 1844, when the Rochdale Pioneers came together with an
enduring Purpose of championing a better way of doing business, going on to later establish
the original business of purpose, anchored upon our ethical Values and Principles.
There are notable parallels between the world we live in today and the world which prompted
the Rochdale Pioneers to act. Both periods witnessed, and are witnessing, social and
economic inequality as well as gaps in access to nutritious food, education, skills and
opportunity. These are issues which our Co-op has always faced into and will continue to do
so on behalf of our members and their communities.
For us to maintain a lasting Co-op impact, we need to be clear in terms of our Vision, be
commercially successful and have the underlying financial strength to face into whatever
short or longer-term headwinds confront us. Over the past year, Shirine and her team have
brought this clarity to fruition and this report will detail how we have become financially
stronger and commercially sustainable, whilst continuing to deliver on our Vision
Co-operative Group Limited
Annual Report and Accounts 2022
6
commitments. For the number of active members to increase for the first time in five years,
from 4.27 million to 4.41 million, is a testimony to the increased confidence we hope our
members have in our Co-op, and
the improvements we’re making to the way our businesses
are run, but also the products and services they offer.
In the face of unprecedented levels of inflation, we have taken the tough but necessary
decisions to significantly cut costs to mitigate these headwinds.
We’ve prioritised our capital
expenditure and investments. We’ve streamlined our business processes while at the same
time introducing clear strategies for our Food, Funeralcare, Insurance and Legal Services
businesses. We also successfully sold our petrol forecourts business, allowing us to focus
on our core convenience business. The net result is a Co-op Group which has generated
more cash, with net debt greatly reduced and with the foundations in place for us to grow
more sustainably in the years ahead.
We are of course not immune to the stark realities facing all consumer-led businesses, with
soaring energy and other inflation related costs continuing to weigh heavily on short-term
expenses and operating profits. The actions we have taken already have provided us with
the ability to weather this over the short term and to capitalise more fully over the longer
term.
The Board accepts and understands that ongoing inflation in energy and salary levels will
mean our profits are likely to reduce in 2023, as we face into another year of economic
uncertainty and higher prices, while committing to invest in our colleagues and communities.
The underlying strength of our Co-op provides reasons for optimism and long-term success
when things stabilise.
The next 18 months will see change in our Board as Sir Christopher Kelly, Simon Burke,
Stevie Spring, Paul Chandler and I all reach the maximum nine years of tenure and will step
down at different points during 2023 and early 2024. Our Board remains whole-heartedly
committed to supporting our businesses, colleagues and members as we transition through
this change. We have been carefully planning ahead to ensure orderly succession, but also
the continued momentum of everything we’re proud to see our Co
-op achieving.
Allan Leighton
Chair, The Co-op Group
Co-operative Group Limited
Annual Report and Accounts 2022
7
Report from the
President of the National Members’ Council
2022 has truly been a year of challenge and change, both for our National Members’ Council
and our Co-op.
I’m proud of how our different way of doing business has supported members, colleagues
and communities through the cost of living crisis, with Council members using the first year
of delivering our Three-Year Plan to align our priorities to key issues and topics whilst
keeping members’ views and our values at the core of decisions and discussion
s.
As part of my role as Council President, I co-ordinate how our National Members Council
considers how we deliver our Vision
of ‘Co
-
operating for a Fairer World’ during challenging
times and how our Co-op best supports our members, customers, communities and
colleagues as the cost of living crisis continues.
Ahead of the winter months, we hosted our annual Join In Live events and met with nearly
400 members online and in-person for the first time since 2019. These focused on the
launch of our new partnership with Your Local Pantry and asking members to shape how we
work together in communities to provide people with access to food. We got lots of great
ideas and I was honoured to host our London event in Westminster, where I was able to
meet so many local members and hear their ideas about what community and membership
means to them.
In my last report, I mentioned that I was keen to see us develop a thriving, active co-
operative movement and I think that these last 12 months have made this even more
important. We need to work together and find co-operative solutions to the issues that
people from all walks of life are experiencing. Throughout the year, myself and other Council
members attended and spoke at high-profile events, including Co-op Congress and the Co-
operative Retail Conference. In particular, I’ve been considering with fellow co
-operators
how we make membership meaningful. As I entered my second year as President, I felt
empowered by the progress we’d made in bringing members closer to our
Co-op through
opportunities on Join i
n around how they can play their full part in the business they own. It’s
clear that when we talk about our Co-op Difference, people connect with it and want to get
more involved, so I was delighted to hear that Shirine and our Operating Board have been
looking at how we unleash the power of co-operation and take who we are and what we do
to the next level. Shirine will speak more to the Operating Board in her overview.
To support our Co-op with deepening member engagement, our Community & Member
Participation Joint Working Group has been helping to develop our Member Participation
Strategy, so we can create a journey for members from the minute they join Co-op and
create advocates out of our colleagues too. The joint working group has also inputted into
proposals for our new charity partnership with Barnardo’s, which is helping to provide young
people with a better future.
Supporting young people to succeed in life despite the constant adversity their generation is
facing is something I’m really passionate about. I was thrilled to join our Public Affairs &
Campaigns team at the 2022 Labour Party Conference, where we heard from young
activists working with Mind as they led thought-provoking panels on mental health and
wellbeing. Young people are the future in every sense and their passion for making the world
a fairer place is inspiring - we invited some of our young Council members to share their
views during a panel to kick off our February Council meeting, to help us better understand
how we can work with them on the things they care about and appeal to new audiences.
As we get stuck into 2023, I want to say a massive ‘thank you’ to all of our amazing Council
members and our supportive, innovative (and patient!) Council Secretariat team, led by the
Co-operative Group Limited
Annual Report and Accounts 2022
8
brilliant Kate Brown
. You’ve pushed us into a progressive space in 2022 so that we can be a
modern Council in a modern co-
op. I’m looking forward to seeing where 2023 takes us
as
the business adapts to new challenges and Council begins a review of its own effectiveness,
to make sure we’re fulfilling our roles meaningfully and supporting each other and the
business in
Co-operating for a Fairer World
.
It’s been
seven years since Council was set up
in its current form, and I’m proud that we’re taking the time to look at how we work and be
honest with ourselves about where we are and where we need to be, so that we can be at
our best as representatives of our member-owners. After all, our members owning our Co-op
is where our difference starts, but its power and impact lies in us all working together and
using our platform and voice to make amazing things happen.
Please read Council’s 2022 Annual Statement on page
131 to find out more about all the
ways you can participate and how we’ve worked for our members over the last 12 months.
Denise Scott-McDonald
President, National Members’ Council
Co-operative Group Limited
Annual Report and Accounts 2022
9
C
hief Executive’s overview
I am very glad that we were able to quickly foresee the impact of the economic
upheaval and international events that were to affect our businesses. The pre-emptive
actions we took at pace to address them have stabilised both our short and long-term
future, giving our Co-op a solid platform for growth when market conditions allow.
This is my first annual report as Group Chief Executive for our Co-op and I am honoured to
have been given the opportunity to lead our amazing organisation through a year which has
been fast-paced, challenging, tough and, at times, heart-breaking.
Our Co-op has origins that date back to 1844 and a mission to provide fair, affordable and
ethical access to food and other goods and services, with profits being shared amongst our
members for their benefit and the benefit of their communities.
We were, and remain, the original business with purpose and, in toda
y’s modern world, co
-
operation and those ethical Principles will continue to remain at the heart of our decision
making.
We’re proud to be a trusted household name and a respected brand
- we touch the lives and
enter the homes of millions of people every day. When our members and customers buy Co-
op products and services, they create value for themselves, for others and for their local
communities.
It’s this value that we use to deliver our
Vision of
‘Co
-
operating for a Fairer World’
-
supporting our members, colleagues, communities
and the planet sustainably. That’s what
makes our Co-op unique now and throughout our rich history.
2022 was a truly incredible year across the globe, and one in which our organisation also
saw many changes.
These included leadership changes and the introduction of our Operating Board, a
necessary change to drive our priorities as one Co-op. It brings together our most senior
leaders and decision makers, working together collaboratively on the decisions and actions
we need to take to run our business effectively - and at pace. They ensure that our
members, colleagues and Vision are at the heart of our organisation.
Structural changes to our teams meant we said goodbye to some colleagues, welcomed
new colleagues and, through careful succession planning, provided career progression for
others.
In this report, we welcome Matt Hood and Gill Stewart, our new Managing Directors of our
Food and Funeralcare businesses, and also Peter Batt, new Managing Director of Nisa, to
report on how their businesses performed last year.
While we entered 2022 hoping for a time of calm, after a couple of years of significant
upheaval as a result of Covid, we quickly saw that volatility and significant change instead
were on the cards.
As with practically all businesses across the UK, we saw substantial challenges across our
markets as increased disruption and unpredictability continued to generate pressure.
Consumer habits continued to shift as unprecedented levels of inflation and the cost of living
crisis impacted household budgets.
I am very glad that we were able to foresee the impacts that economic upheaval and
international events would have on our businesses. We have the advantage of being a
member owned organisation and, as such, we were not only able to speak publicly about
these challenges very early on, but we were also able to start addressing them at pace and
engaging our members.
Co-operative Group Limited
Annual Report and Accounts 2022
10
In March 2022, we set some short-term strategic priorities that would allow us to focus on
what matters most to our members, colleagues, customers and communities, while
protecting our Co-op from external headwinds.
Our focus has been rigorously and unapologetically aligned to these and this is beginning to
show clearly in our performance. This in turn will stabilise the long term future for our Co-op
and all who rely on it, particularly as 2023 is predicted to be another year of increasing
inflation, interest rates and energy costs, as well as possible recession.
These focus areas were:
1.
Ensuring our businesses continue to deliver to our members'
and customers’
expectations in the current climate, and outperform within their respective
markets
Despite the many challenges, our businesses have all traded well, led in their respective
markets, made considerable progress with their individual strategies and yielded many
highlights of 2022.
Our Food business
As we reported at the half year, profitability was partly affected by the
rollout of our new SAP supply chain systems, as we continued to feel the effects of a global
pandemic and supply chain crisis in H1 2022.
Our Technology and Food teams worked incredibly hard together to combat this. By the end
of the year, availability had improved in our Food business
94% of products were available
in all our stores on average each day (against our target of 95% for the financial year)
despite continued supply chain challenges.
In Q1, we opened our Biggleswade distribution centre. It's the largest, greenest depot in our
network, with up to 1,000 colleagues, delivering up to two million cases a week to stores up
and down the country.
I also took the decision to review our Food strategy. We needed to identify, focus and invest
only in the areas that played to and capitalised up
on the strength of being the UK’s number
one convenience retailer. And, as in all of our businesses, we needed to find ways to remove
unnecessary costs and increase efficiency.
Our Pure Convenience strategy launched in Q3 with a renewed focus on convenience and
value. Lower pricing on key products, more focused ranging and better targeting what our
customers and members want from our Co-op, combined with our decades of experience in
the convenience market, will enable us to continue to grow our business through four key
routes to market:
Retail, Wholesale, Franchise and Online.
Recognising the challenging retail environment and the cost headwinds we have faced, our
overall retail trading performance was strong, and we have managed to mitigate the
pressures that these would have otherwise placed on our business. Revenue grew (sales for
the full year were £7.8bn (2021: £7.7bn), basket size declined as customer behaviours
shifted and profitability was also affected. Despite this, we continued to broadly maintain
market share (2022: 6.1%, 2021: 6.2%).
Our Wholesale business Nisa saw strong growth in sales of Co-op own brand products, an
increase in profitability and strong partner growth with the addition of over 475 new stores
during 2022.
Funeralcare achieved an important milestone in 2022
, with the creation and FCA
approval of Co-op Funeral Plans Ltd, our regulated business supporting members and
customers through the sales and redemption of funeral plans. Despite many changes and
disruption in the marketplace, due to regulation and competitor activity, we had a positive
Co-operative Group Limited
Annual Report and Accounts 2022
11
performance and saw an increase in revenue for the year (2022: £271m, 2021: £264m) and
market share (end of 2022: 14.67%, end of 2021: 13.92%).
Contributing factors to this strong performance include marketing investment and activity; a
new all-colleague code, designed by colleagues to improve their experience of working for
our Co-op; and first to market initiatives such as distribution of ashes via drone.
We also said a sad goodbye to our Managing Director Sam Tyrer in October after a long-
planned exit, to pursue a career in a different industry. Former Chief Operating Officer, Gill
Stewart, took up the role to lead our Funeralcare business and teams with a comprehensive
hand over from Sam. Our colleagues continued to work tirelessly to ensure the best possible
experience during such a difficult time for the families that trust us to care for their loved
ones.
In 2022, we supported over 3,000 more families following the loss of a loved one, with an
increase in popularity of lower cost Direct Cremation and Burial funeral options, and a slight
decrease on tailored services, resulting in slight increases in both revenue and operating
profitability.
Our
Legal Services
business outperformed the market and produced outstanding year-on-
year growth with revenue up by 19%, to £46.3m (2021: £39.0m).
Our strategy to enable digital access to our products and enhancing our services led 50% of
all clients to access Legal Services digitally during the year, with client satisfaction across all
channels staying strong at 85%.
We made significant progress in strengthening the growth of our business through major
partnerships, with renewed contracts during 2022 including Newcastle and Saffron Building
Societies and Cancer Research UK, and new partnerships with The Co-operative Bank PLC
and Amazon UK.
Our
Insurance
business continued to develop during 2022 and build on the foundations
created during 2021. Having products which are easily accessible to our members and
customers is key, and we sought innovative ways to bring them to more places where our
members and customers shop. We were one of the first insurers to bring our home
insurance policies to Amazon UK.
Due to the external pressures affecting the insurance market specifically including car sales
at an all-time low, cost of parts and labour increasing with inflation, regulatory changes
impacting policy pricing and a decrease in consumers switching policies at renewal,
performance was mixed.
However, challenges in Motor and Home products were offset by positive performances in
Travel and Pet policies, with our new Pet partnership with Markerstudy doubling the number
of customers holding pet policies with us.
And, of course, our Funeralcare, Legal Services and Insurance businesses continued to
excel as a combined
‘Life Services’
portfolio, helping members and clients navigate life
changing moments. In 2022, our Moving Home Hub continued to develop and support with
buying, selling or moving home by bringing together products, services and information from
our Legal Services and Insurance businesses. Also, our market leading funeral and legal
expertise continued to offer joined up guidance and support bereaved families through their
emotional moments and practical needs.
More detail on each of our businesses can be found on pages 20 - 30 where our Managing
Directors share their updates and reflections on 2022.
Co-operative Group Limited
Annual Report and Accounts 2022
12
2. Improving operational efficiency
We entered 2022 with a plan which included increasing our operational efficiency. We knew
our costs to operate and serve our members, customers and communities were too high,
and we needed to reduce our capital expenditure and debt.
Everyone in our Co-op has pulled together and worked co-operatively to make this happen.
Our results show that hard work beginning to pay off. Mike Hazell, our Interim Chief
Financial Officer will explain our year end results in more detail in his financial overview.
At times, this has involved taking some very difficult decisions, especially with the
restructuring of many of our teams.
This has meant, though, that we were able to mitigate new headwinds in 2022, while
maintaining our margin and delivering an underlying profit in line with what we achieved in
2021 despite significant increases in operating costs that were driven by external factors.
Also, a
s you’ll see in Mike’s update, we began 2022 with £920m of net debt, reducing to
£731m at the end of H1 2022, and further to £333m at the end of 2022. This is thanks to
trading well, managing our cost base, driving cashflow disciplines, the successful appeal of
the IBM legal claim and the sale of our petrol forecourts.
Sheer determination across our Co-op to reach our cost saving targets of £101m for the year
mitigated significant increases in energy costs and salary inflation, driven by the external
environment, which would otherwise have materially impacted Group profits this year.
It’s a
robust performance in what has been a difficult and disruptive trading year for many
businesses.
I’m very proud that
, thanks to the efforts of everyone in our Co-op, we ended
2022 with a much improved and substantially more stable balance sheet to take us into
2023.
3. Delivering our Vision
‘Co
-
operating for a Fairer World’
Making things Fairer for our Members and Communities, Fairer for our Colleagues and
Fairer for our Planet is always at the heart of everything our Co-op does.
There is much we can be proud of when we look back at 2022.
Through our community programmes and in true co-operation with colleagues, members
and partner organisations, our focus on providing fair access to food, fair access to mental
wellbeing support and fair access to opportunities for young people continued to be relevant
and needed.
We simply couldn’t do this without the support of our members, who, by trading with us and
buying Co-op products and services, generate the value we re-invest in our businesses and
re-distribute to communities and local causes.
In 2022, we celebrated our members generating over £117m for local communities since
2016, when the Local Community Fund launched, followed by the Communities Partnership
Fund in 2020 - £24.6m was raised through the Local Community Fund, Community
Partnerships Fund and Carrier Bag Levy in 2022 alone and, during the year, the Local
Community Fund supported over 4,000 individual community projects.
Our charity partnership with Mind, SAMH and Inspire, after three years of fundraising, hit our
target of £8m (£8.33m) bringing communities together to support mental wellbeing across
the UK. This was a staggering £2.3m more than our original £6m target.
Co-operative Group Limited
Annual Report and Accounts 2022
13
And we found new routes to support those who found they needed it in 2022. More than
£1.2m was raised for the Ukraine and Pakistan appeals driven by the Disaster Emergency
Committee, which brings together 15 leading UK aid charities.
Our network of Co-op academies grew to 29, providing fairer access to education for young
people with the addition of two new academies in Manchester and Stoke-on-Trent. The Co-
op Academies Trust was also successful in bidding to build a new free school in East Leeds
- Co-op Academy Brierley will open in September 2023.
And in November, our charity, the Co-op Foundation, launched its new five-year strategy,
Building communities of the future together
’, to deliver unrestricted grants in 2023 of up to
£30,000 a year for five years to help organisations develop diverse young leaders of the
future.
We cannot achieve our Vision alone, nor should we aim to. In 2022, our Co-op, our
charitable Foundation and Co-op Academies Trust formed new partnerships which helped
see young people in our schools get access to a healthier breakfast, see families in our
communities gain greater access to affordable food and see the fair distribution of surplus
food through our new platform Caboodle.
T
here’
s more detail on all of our community support and partnerships in our Vision update.
Despite the challenges and headwinds faced during 2022, we remained true to our Purpose
of championing a better way of doing business. We were honoured that our efforts to
operate our businesses sustainably and for the longevity of our planet were acknowledged
with the Queen’s
Award for Sustainability in April 2022, followed by the Relex Responsible
Retailer Award in July at the 2022 Retail Week Awards.
Our Co-op being involved in and influencing conversations that can drive external decision
making - benefitting our members, customers, colleagues and communities - is a
responsibility we take seriously and that sits within our core principles of co-operation.
During 2022, for the first time in my role as Chief Executive, I had the honour of being
invited
by the World Resources Institute to speak at COP27 about our pioneering water security
partnerships with Water Unite and The One Foundation. Together we have raised over
£20m since 2007, funding critical WASH (water, sanitation and hygiene) and water security
programmes, positively impacting the lives of over 2.9 million people.
I joined the World Wildlife Foundation at their Commitment to Nature Steering Group, and
the British Retail Consortium Climate Action Roadmap Steering Group, as their Chair.
Energy dominated the headlines during 2022 and as the war in Ukraine continued to push
up prices and threaten supplies, with no visible end to the volatility, we joined forces with
other leading retailers to request Government open discussions about the sourcing, security
and investment in renewable energy sources.
Our commitment to our colleagues is to create a truly co-operative, diverse and inclusive
workplace and culture, and to support their wellbeing.
2022 saw our first ever ethnicity pay gap report, the establishment of a new colleague fertility
policy and refreshed menopause policy, offering greater support for colleagues. You can find
more details on pages 37 and 38
,
and within our Co-operate Report.
We were also proud to maintain our first place Silktide ranking against 11 other UK retailers
for our website accessibility.
Our colleagues were not immune to the increased cost of living. Rising costs were top of the
agenda in every conversation during 2022. In April, we again re-aligned our minimum hourly
Co-operative Group Limited
Annual Report and Accounts 2022
14
rates to the Real Living Wage for all colleagues including younger colleagues and
apprentices.
We also invested £12m in payments onto colleague membership cards, and we extended
colleague discount to 30% on Co-op own brand products from 20 October until April 2023.
Thank you
2022 was another year of challenges for our Co-op, which our organisation met together and
resiliently. Because of this, it was a year of incredible progress.
None of this would be possible without our members, colleagues and my leadership team.
Our Co-op is owned by our members. As Allan references in his introduction, I am delighted
to have seen an increase in the number of active members choosing to be part of our Co-op.
Every single member makes
our organisation special, however I’m particularly pleased that
,
as Allan said, we’ve seen new growth
in our active members, for the first time in five years.
I’m grateful
to our National
Members’ Council
- a passionate group of members, including
colleagues and other co-operative societies, totalling 100 people from a variety of
backgrounds. The Council continued to champion the interests of our members across
everything our Co-op does in 2022, inputting into areas including our Pure Convenience
strategy in Food and our Diversity and Inclusion strategy. Their advice on our cost of living
support to members, colleagues and communities proved invaluable.
I thank them for their warm welcome when I took on my role and I look forward to their
continued support and involvement in 2023, as we work together to ensure co-operation and
membership sit firmly alongside delivering our Vision.
My heartfelt thanks and gratitude also go to each and every member, customer and client
who has placed their trust in us over these 12 months by trading with our businesses and
advocating our products and services.
My thanks also go to our amazing 57,000 colleagues, without whom our Co-
op wouldn’t be
where it is today. Words cannot express how grateful I am to them for showing up and giving
their very best each day as we faced the challenges and headwinds of 2022.
I am so proud of them for their hard work, passion and commitment to our organisation,
members, customers and communities, and the care that they show for each other. I am
also so grateful to them for speaking up and telling me both when we have gotten things
right, and also when they think we could do better. Each and every colleague plays their part
in making our Co-op the special place it is and working alongside them is a real honour.
I’m also thankful to my leadership team who have stepped up this
year in the face of
adversity, supporting and embracing the change, challenge and, at times, very difficult
decisions that were necessary for us to affect the future course of our Co-op.
I thank them all for their bravery and commitment, and for their ability to take on new roles
and responsibilities with incredible professionalism while maintaining a sense of perspective
and humour.
One often hears that the CEO job is a lonely one. I can genuinely say that, with my
leadership team, this is absolutely not the case. They are a strong, focused and supportive
group of people that - along with our colleagues, our Board and our Council - make (almost!)
every day working at our Co-op a joy.
All of us, together, truly co-operated for a fairer world during an incredible year. We should
be very proud of what we’ve achieved. Our future is positive, and I’m looking forward to what
2023 brings.
Co-operative Group Limited
Annual Report and Accounts 2022
15
Shirine Khoury-Haq
CEO, The Co-op Group
Together with th
is report’s
Vision update on page 31, our 2022 Co-operate Report includes
more
detail on the progressive actions we’re taking to fulfil our Vision of Co
-operating for a
Fairer World. To read the report, visit:
www.co-operative.coop/ethics/sustainability-reporting
Co-operative Group Limited
Annual Report and Accounts 2022
16
Financial overview
from Mike Hazell, Interim Chief Financial Officer
Our headline performance
2022 was a year of significant macro-economic and geopolitical turbulence, translating into
very difficult trading conditions for most businesses including our Co-op.
Our full year financial performance sits against a backdrop of a deep and lasting cost of
living crisis, double digit food inflation, soaring energy costs and continued disruption to
global supply chains from the impact of the war in Ukraine.
Despite this challenging backdrop, our Co-op has had a successful year, delivering a strong
set of results, with a very solid profit performance, strong cashflows and a growing top line.
We have grown our sales, successfully maintained margin and managed our cost base to
mitigate the significant cost inflation on ourselves, our members and our customers. This
was also supported by some difficult decisions, including the restructuring of the team at our
support centre.
There is no avoiding the impact that inflation is having on the profits of most businesses
for
our Co-op, energy costs increased by £48m in 2022 compared to 2021, and salary inflation
drove a further £55m of additional cost. Faced with such inflationary pressures, the renewed
cost disciplines we have instilled in 2022 have served us well and we successfully delivered
our targeted cost savings of £101m during the financial year, to mitigate these pressures.
Recognising the difficult time many of our customers and members were experiencing, we
sought wherever possible to protect our customers and absorb inflation. Throughout the
year, we continued to focus on delivering the propositions and value that our customers
need at this difficult time, including £38m of direct reward for our members and their
communities. Importantly, we also sought to support our colleagues through the winter cost
of living crisis with additional one-off support of £12m and by increasing our colleague
discount to 30% on Co-op own brand products from 20 October until April 2023.
This solid financial performance, combined with a focus on balance sheet and cash,
delivered a very strong cashflow position and a step-change reduction in our net debt. Part
of this action included the sale of our petrol forecourts in October (roughly 5% of our Food
store estate) which generated a significant one-off profit and cash proceeds.
Furthermore, through continued focus on cost control, management of working capital and
our measured approach to capital investment, we strengthened our balance sheet
significantly. This means we are well set to ride out the economic storm whilst still being able
to invest in our longer-term future through capital light and commercial opportunities.
Group financial metrics
Revenues
: Group revenue of £11.5bn is 3% higher than last year. We saw increased
inflation but also smaller baskets and more conservative spending, according to our data.
This represents a strong result across our portfolio of businesses in light of the challenging
economic trading conditions. Sales in our main Food business are £134m higher than 2021
even though the comparative period included two more months (or around £150m) of sales
from our petrol forecourts which we sold in October 2022. Like-for-like sales in our core
convenience stores were up 3.2% with downward pressure on consumer spending from the
cost of living crisis being offset by significant food inflation. Sales in our Wholesale,
Funeralcare, Legal Services and Federal businesses are all also up in 2022, on the prior
year.
Profitability:
despite the significant inflationary cost pressures we have faced (particularly
on energy and salaries), our robust sales performance and tight cost control means we have
maintained our 2022 profit levels, broadly in line with 2021 levels at £100m (2021: £100m)
Co-operative Group Limited
Annual Report and Accounts 2022
17
and underlying EBITDA (earnings before interest, taxes, depreciation and amortisation) of
£490m (2021: £505m). This is commendable given the challenging economic backdrop and
demonstrates how hard all of our Co-op colleagues worked in 2022, driving efficiency
throughout our business and helping shield our members and customers from the worst of
the cost increases. Delivering in this way, despite the unprecedented headwinds, is all the
more impressive when considering that 2021 included two more months of profit (around
£10m) in our Food business from the petrol forecourts we subsequently sold in October
2022.
Full year underlying profit within our Food business fell slightly following the forecourt
disposal, but this has been offset by improvements in our Wholesale, Funeralcare and Legal
Services businesses.
At £5m, our operating profit in 2022 is £59m lower than 2021. Although our underlying
operating profit is comparable to last year, we’ve incurred
£59m more of non-underlying
charges in 2022 compared to 2021. These changes primarily relate to the impairments we
have recorded against some of the assets that we hold to reflect the continued difficult
trading conditions we anticipate going forward as well as other non-recurring items.
At £247m, profit before tax (PBT) is significantly higher than last year (2021: £57m).
Although our operating profit is lower this year (as noted above) we have recorded a gain on
the disposal of our petrol forecourts of £319m which increases our PBT number. This
relative increase is partially offset by the one-off gain of £99m that we recognised in 2021
following the settlement of a long-term liability.
Net Debt:
our net debt reduced by £587m to £333m (2021: £920m). This significant
reduction was generated by the £408m net proceeds from the sale of our petrol forecourts
(excluding lease disposals of £171m), £72m payment following the judgement on the IBM
legal case but also a strong underlying cash performance in the Group, which generated
positive cashflows from continuing operations of £383m.
Further detail on our trading performance and that of our individual businesses can be found
within ‘Our Financial Performance’ section on page
47 with business unit updates over
pages 20 - 30.
Co-operative Group Limited
Annual Report and Accounts 2022
18
Membership update
The cost of living crisis left our vulnerable members in even more need of the value we
create across our Co-op, but also our support of local causes, safeguarding access to food
and basic amenities across our communities. As economic challenges look set to continue
into 2023, our Co-op took the decision to re-assess our membership offering and what more
could be done for those 4.41 million members who were active over 2022. This is the first
time we have seen this number grow in five years.
As always, we worked closely with our passionate National
Members’ Council in 2022,
collaborating on how we best engage our members, who own our Co-op, and demonstrate
how our Co-op Difference can offer meaningful support, especially during the cost of living
crisis.
Council continued to help develop key initiatives that matter to our members, including the
Warm Spaces funding boost for local community organisations, helping others to navigate
energy costs during winter. It also remains an important touchstone for our Co-
op’s culture,
championing work around diversity and inclusion.
Recruitment and rewards
592,000 new members joined us in 2022, more than 2021 (517,000) and we ended the year
having achieved our target for active members, having also reactivated over 219,000 of our
lapsed members.
And we’re deligh
ted to be attracting younger members
more than 45.3% of our new
members are aged 35 and under. This is above the 40.4% target we set ourselves.
In 2022, we shared a bonus digital offer of £3 off a £10 shop with just under 190,000 new
members to welcome them to our Co-op and encourage them to engage with our app.
Specifically, from May, we lowered the price of our lunchtime meal deal to £3.50 for all
members, saving them 50p. More exclusive member deals were made available in 2022
than any other year, including a saving of £5 when members buy three Irresistible wines,
Irresistible crisps at 90p and £1 off pizza.
Seven digital offers were sent to all members to mark the World Cup. Across November and
December, members received a price reduction on
Walkers Sensations and Ben and Jerry’s
ice cream. As a thank you for helping us raise £117m for local communities since 2016 (the
year our Local Community Fund launched), members received an offer of 25% off a Co-op
Irresistible product.
Engaging our members
Our members play a unique role in helping to power our Vision of
Co-operating for a Fairer
World
’. They’ve been able to learn more about their Co
-op and the big issues affecting their
communities, and have helped choose how our funding is used while making sure we focus
on the things that matter most.
They continued to help shape how we deliver our community missions nationally and locally,
as well as the products and services we provide for members. They also added their voices
to many campaigns and actions that helped us make a difference together. In 2022,
members contributed to our Vision through 1.9 million participations and by volunteering
over 116,000 hours of their time to our community, campaigning and co-operative
participation activities.
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Annual Report and Accounts 2022
19
To ensure our members’ voice continues to be heard and their insight drives what we do,
members help design new products and services, shape strategies and policies and support
us with campaigning.
Over four dates in October, Co-
op’s Join
In Live events were back online again and also in-
person for the first time since 2019. Hosted by our National Members’ Council, the events
shared performance updates from our businesses and an overview of our Co-
op’s new
community partnership with Your Local Pantry
for more information, see page 33. They
also offered opportunities to put questions to Board members, leaders from our Operating
Board and generate conversations around what more could be done to support members,
customers and colleagues through the cost of living crisis, with some members offering to
support Local Pantries.
The events build upon those monthly opportunities to develop products, share thoughts and
ideas and shape plans
that go live on our members’ online
Join In
platform. Our Member
Pioneer team also take our Join In Live events to a local level throughout the year, theming
them on important topics and initiativ
es and inviting members and customers to come along
to
stores and community spaces. More than 300 ‘Live Local’ events
- led by Member Pioneer
Co-ordinators and attended by thousands of members, customers and local causes - were
focused on Fairtrade, membership and sustainability.
And those successful collaborations with our members shone through in 2022, as further
testimony to the role they play in shaping our business.
In September, Crumbs - the gingerbread character available in our Food stores - was
given a skeleton makeover for Halloween, thanks to design winner Lorcan Smith
from North Hykeham in Lincoln.
Co-op members played an important role in designing our new Co-op Irresistible
Rosé wine. Based on member feedback during online wine events and a fizz and
rosé masterclass, Co-op Solo Pale Spanish Rosé was developed based on what our
members told us they prefer in terms of wine colour, bottle shape and label
information.
Announced in March, our first ever member-inspired ice cream hit Co-op freezers,
after more than 90,000 members shared ideas on flavour combinations in 2022.
Members who had been involved were invited to a special tasting event in
Manchester before 900ml tubs of Raspberry Pavlova ice cream landed in our Food
stores. The ice cream went on to sell more than 285,000 tubs before the end of the
financial year.
To read more about how our Co-op rewards members, including 2p back for every £1 spent
on selected Co-op branded products and services, as well as personalised and exclusive
offers, please see page 60 of our Co-operate Report.
Co-operative Group Limited
Annual Report and Accounts 2022
20
Business unit updates
Food
from Matt Hood, Managing Director, Co-op Food
As with all retail organisations, throughout 2022, we've continued to operate in a challenging
and demanding economic climate. The impact of the pandemic, Brexit and the ongoing war
in Ukraine caused workforce shortages, supply chain constraints and drove a cost of living
crisis, which affected our members, customers, communities and our business, resulting in
changing consumer shopping habits and much more.
Our performance
As we reported for H1 2022, profitability was partly affected by the rollout of our new SAP
supply chain systems, as we continued to feel the effects of a global pandemic and supply
chain crisis.
However, performance in FY2022 overall was strong for our Food business, considering the
significant headwinds in play across our market, including rising energy costs and inflation.
We also stood by our commitment to invest in colleague pay during the year.
Mitigating actions
that we’d already taken
ensured tight cost control with available funds to
navigate cost challenges:
Energy initiatives to reduce our energy consumption through dimming lighting in
stores with excess brightness and reducing target temperature in stores from 19
degrees to 17 degrees.
This also helps us be ‘Fairer for our Planet.’
Tight prioritisation of spending helped us improve our cashflow.
We closed some of our poor-performing stores and took the difficult decision in July
2022 to restructure some of the teams at our support centre in Manchester, as we
faced tough trading conditions down to rising inflation in H1.
Nevertheless, profitability for the full year ended 11% lower than in 2021 (2022: £139m,
2021: £156m), albeit that £10m of this reduction is due to the sale of petrol forecourts in
October.
Sales
for the full year were £7.8bn; representing a slight increase on the previous year
(2021: £7.7bn). Based on our own data (comparing the 2022 average selling price to that of
2021), our food sales (excluding fuel) were heavily impacted by increased cost prices driven
by market wide inflationary pressures, with full year inflation of 5.9%, peaking at 8.9% in
December 2022. In response, to support members, customers and colleagues, £37m was
invested in our prices, across a series of popular products.
Inflationary increases offset lower volumes in the year, with unit volumes down 5.5% on
2021 (2022: 3.7 billion, 2021: 3.9 billion). Corroborated by our own data, customer behaviour
incited
‘smaller’ baskets
across the market, with fewer products per transaction on average
during the year, although frequency of shop did increase.
Product availability in our Food
stores improved in 2022
by the end of the year, availability continued to improve from Q4
2021 and 94%
of products were available in all our stores on average each day (against our
target of 95% for the 2022 financial year)
.
In October, we completed the sale of our 129-site petrol forecourt business to Asda for an
enterprise value of £611m. This represented 5% of our retail estate of 2,564 stores.
Fuel
performance was strong in 2022 with sales £69m higher year-on-year (2022: £571m, 2021:
£502m) despite only operating for 10 months of the year. Trading profit for our petrol station
stores overall was £47m, which was £2m lower than 2021 (2021: £49m).]
Co-operative Group Limited
Annual Report and Accounts 2022
21
Despite a turbulent year, we ended 2022 with a market share of 6.1% by the end of 2022
(2021: 6.2%) according to data from Kantar Worldpanel.
Margin held up well
overall for the year, with new customer behaviour driving significant
change in three key areas:
1. Cigarettes and tobacco sales
as lower margin products
were lower overall, as
confirmed by data from IRI.
2.
Our own data shows that customers switching to vapes increased significantly in 2022.
3.
We saw an increase in the number of food to go soft drinks sold in 2022 compared to
2021, where customers shopped more multipack purchases during the pandemic.
In our Wholesale business, Nisa has had a successful 2022, despite these same economic
challenges impacting all retailers. Please see the update from Nisa’s Managing Director,
Peter Batt, for more detail, on page
23
.
Key highlights
Refreshed strategy
Pure Convenience
Over the last few years, we
ve continued to invest in our estate, infrastructure and people.
Our focus on convenience has, in turn, powered up our proposition, extending our reach
through our four routes to market
Retail, Wholesale, Franchise and Online
to get closer
to where people are.
In September 2022, we unveiled our new-look Food strategy with a renewed focus on
convenience and commitment to offer greater value, led by a £37m investment to slash the
price of over one hundred products.
Our refreshed strategy aims to capitalise on the experience we
ve gained in the market over
the last decade. We
ve grown our business to operate more than 2,400 Co-op stores,
supported by online platforms, built a nationwide franchise business and served almost
5,000 independent convenience stores through our wholesale arm.
Product range
In response to the cost of living crisis, we lowered prices on more than 120 Co-op own brand
products from pizza, pasta and burgers to fruit and vegetables, by as much as 36% in 2022,
and
locked
these prices into the new year to support our members, customers and
communities who face rising household bills.
Our target shoppers come to us looking for treats, food on the go, inspiration in meals for the
night and to top up their bigger shops.
In the first half of 2022, we began repositioning our fresh, chilled and frozen meals, bringing
them together consistently across all our stores so customers could quickly shop our meal
offers and easily identify our new ones. These changes set the foundations to ensure we
fully complied with the Government
s new High in Fat, Sugar and Salt (HFSS) regulation,
which came into force for England-based stores of over 2,000 sqft in October.
We know that creating member and customer value is our key to success, balanced with a
sustainable cost to serve. This requires continued focus on range, investment in value and
price and rewarding our members and customers for their loyalty.
To enable this, in 2022, we began an 18-month range review programme to revamp every
category in our shops to ensure real customer value through our four levers of price,
promotions, range and quality. Through this work, we began looking to balance branded
versus own brand products, improve the distribution of our Honest Value range, improve
packaging and our use of plastics and introduce member-only deals.
Co-operative Group Limited
Annual Report and Accounts 2022
22
Whilst doing this, we also looked to reduce the number of products in our range, removing
those we know don
t matter as much to our members and customers. As well as helping us
to improve overall value perception, work like this allows us to manage our overall cost to
serve our members and customers.
Online
We continued to focus on growing our online presence in 2022, supporting efforts to make
shopping quick, easy and convenient for our members and customers. Our aim remains to
be the most convenient home delivery service in the UK, as we continue to innovate to meet
the needs of consumers.
Our online business (including the expansion of our own site offering and our offering
through partners) could reach 81% of the UK population before the end of the
year and revenue grew to be 24% more than we achieved in FY 2021 (2022: £222m, 2021:
£179m). Our online delivery services were available in more than 1,800 individual
Food stores across 859 locations in 2022, with stores acting as micro-distribution hubs in
communities.
By the end of H2, Deliveroo was available in 1,296 stores (1,235 if we exclude our petrol
forecourt sites), and Uber Eats in 1,001 stores. Of all the orders placed through our online
shop (coop.co.uk) in 2022 overall, 64% of transactions came from Co-op members.
A key part of our online strategy in 2022 continued to be the development of our ecommerce
offer, using the competitive advantage of our store footprint to provide fast home deliveries,
click & collect and added services.
Growing market share remains our priority, targeting 30% of the quick convenience market
share (rapid delivery from store to door) within four years
.
We started to develop plans in
2022 to simplify the online delivery operation for our colleagues, working with our partners to
move all their platforms to our hand-held terminals, meaning everything will be in one place
for our store teams.
Distribution
In January, we opened our new Biggleswade depot
our largest regional distribution centre
(660,000 sqft). The depot became fully operational in H1 as the most sustainable and
environmentally friendly depot in our network, handling over two million cases of frozen,
ambient and fresh products a week. This depot brought thousands of products closer to
communities across the South and South East. In April, we also began to extend and
enhance our Newhouse distribution centre, as we continued to strengthen our existing
logistics network, ensuring we have suitable distribution facilities to deliver improved
services and access to food conveniently for our communities into the future.
A better way of doing business
We
re committed to supporting British farmers
100% of our fresh and frozen meat is
British, and we only use British meat as an ingredient in our products. I
m proud that all our
hard work has enabled us to continue to back British farmers when others pulled back in
2022, with our pledge to back British egg producers through a multi-million-pound support
package for producers, on top of the £19m we also pledged to support pig farmers during
the year. By supporting British farming, we believe we can boost the economies of
communities across the UK and ensure the highest animal welfare standards.
In the context of the climate crisis, we recognise that global producers and farmers in our
supply chains are some of the most vulnerable to the shocks of extreme weather and
disease outbreaks, but are without the resources to protect themselves and their livelihoods.
Co-operative Group Limited
Annual Report and Accounts 2022
23
Our ambition continues to be the achievement of net zero greenhouse gas emissions by
2040, 10 years ahead of international agreements. From products and packaging to power
and pension fund investments, our Climate Plan details how Co-op will reduce the impact of
operations. For more information about our Climate Plan
and how we’re suppo
rting
international communities, see our Co-operate Report.
For more information about our new partnership with Your Local Pantry and how we worked
together on a live stream at Christmas time, see our Vision update
.
Wholesale
from Peter Batt, Managing Director, Nisa Retail
As with the wider Co-op Group, Nisa must remain commercially strong now and in the future,
to continue supporting our customers
(or partners
) stores, communities and shoppers. To
ensure that, we took some difficult decisions in the financial year including the restructure of
some of our teams, streamlining operations and making cost efficiencies to get Nisa into a
position where we can reinvest in lower prices for our customers and their shoppers.
Our 2022 trading profit was £22m (2021: £9m), representing 1.5% of sales. This figure was
enhanced in 2022 by £4.4m of one-off gains.
Sales in our Wholesale business were 3.8% higher than the prior year at £1,439m (2021:
£1,386m). This represents a solid performance in light of significant inflationary pressures and
tough economic headwinds, impacting consumers and retailers alike. Of that total, sales in our
Nisa business were £1,385m and although retail like-for-like performance was down 2.5%, new
member recruitment remained strong.
The performance and improving profitability of Wholesale demonstrates the underlying
strength of the synergies between Co-op and Nisa. Ensuring the profitability of the business
is important, so that we can continue to invest in Nisa in 2023 and beyond, and pass on
associated benefits to our customers.
Nisa’s sales of Co
-op branded products grew by 12.5% in 2022 to £199m
(2021:
£176.6m) and now represents 20% of total sales, excluding tobacco. In Q4 2022, we made a
significant investment in the pricing of Co-op branded products, to improve the margins our
Nisa partners make but also ensuring retail selling prices remained competitive. Our data for
financial year end 2022 shows just over 91% of Nisa customers were buying Co-op branded
product.
Recruitment throughout 2022 remained strong, with 475 new stores added, with in-year
sales of £66m (£113m annualised). Co-op disposal stores remain key for recruitment
we
recruited 33 more year-on-year (2022: 88, 2021: 55) with total sales at £42m by financial
year end.
Our Co-op is the major shareholder in Federal Retail and Trading Services Limited (FRTS),
which is a joint buying group collectively owned by us and Independent Society Members
(ISMs), which are all retail co-operatives.
The group operates for itself, but also acts as a wholesale to other independent co-
operatives. Revenue for the year was £1,895m (2021: £1,756m).
FRTS continues to be run on a cost recovery basis, meaning the group doesn’t make or
record any profits from these sales. We continue to explore ways to maximise our impact as
independent co-operative societies, in the increasingly competitive markets in which we
operate.
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Annual Report and Accounts 2022
24
Funeralcare
from Gillian Stewart, Managing Director, Co-op Funeralcare
2022 proved to be a very important year for our business. We achieved consistently high
client satisfaction scores throughout, set up a new business
Co-op Funeral Plans Ltd
and then achieved Financial Conduct Authority (FCA) approval for that business to sell,
service and redeem funeral plans.
We said goodbye to Sam Tyrer who, almost a year prior, had taken the decision to move on
to her next challenge. I was then honoured to take on the Managing Director role, having
previously been Chief Operating Officer, to continue the delivery of our business strategy.
We also made great progress with the important work we began in 2021, to transform the
culture within Funeralcare and make it a great place to work for everyone.
Business performance
A significant amount of work went into getting ready for funeral plan regulation and we were
very proud to be granted authorisation when the UK’s funeral plan market became regulated
by the FCA on 29 July. We saw a reduction in funeral plan sales in the lead up to this date,
as customers’ confidence in the market overall was impacted pre
-regulation and there were
changes to our distribution channels due to regulation. Our plan sales for the year were
16,774, down from 44,751 in 2021, not least due to exiting some third party distribution
arrangements not permitted under the new legislation.
In preparation, Co-op Funeral Plans Ltd (CFPL) was set up as a new legal entity and we
started to sell funeral plans under the Co-op Funeralcare brand from this entity on 1 May
2022. Our regulatory compliance advisory function was introduced and
over 700 colleagues
became certified to sell, service and redeem funeral plans on 29 July 2022, the day that
CFPL became regulated. We also launched a new digital Halo Plans system, which is a key
part of our core system transformation programme, ensuring our systems and ways of
working are regulatory compliant and future proof.
We continue to be recognised as providing one of the best funeral plans in the market.
We’ve been recognised for the fifth year running as Moneynet’s best funeral plan provider
and awarded Highly Commended in the Best Funeral Plan Provider category by readers of
the Money Pages.
There has been significant change in the wider funeral plan market, with 26 out of 70 players
becoming authorised to sell funeral plans (these 26 players cover 87% of the market). This is
expected to bring greater confidence in the market, now that it is under FCA regulation.
However, in the short term, it has led to some of our competitors ceasing to sell plans or
even falling into insolvency. We have been in active discussions with the FCA throughout
2022 to provide assistance where customers have been affected by this. We were one of the
providers who offered support to those who held plans with providers that are no longer
operating, through the availability of a heavily discounted funeral plan as well as discounted
funerals for some families at their time of need.
The death rate was low in the first few months of 2022, but increased in Q2 and remained at
higher than historical average levels through the rest of the year, with a slight reduction
overall year-on-year, as confirmed by data from the Office of National Statistics. We saw
growth in our share of the market throughout the year, which more than offset the lower
death rate and resulted in higher funeral numbers of 93,867 for 2022 compared to 90,731 in
2021. Clients continued to mention colleague interactions as the primary driver of high
satisfaction scores for their experience.
Throughout 2022, our Direct Cremation and Direct Burial funeral options grew in popularity
with members and clients, making up 11.7% of our funerals (an increase from 7.9% the
previous year), as people continued to choose our unattended, lower cost services, as
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Annual Report and Accounts 2022
25
anticipated during the cost of living crisis. Our simpler Essential funeral option stayed at 11%
of our funerals year-on-year. As a result, we saw clients move away from our higher cost,
bespoke Tailored service, which made up 49.3% of our funerals in 2022, down from 51.7%
the previous year.
These factors resulted in revenue of £271m for 2022, which is a marginal increase on the
previous year’s £
264m in 2021.
We increased our investment in marketing activity in 2022, which had positive results. By
focusing more on brand-led messaging in our advertising and the re-introduction of TV into
our media mix, we saw a stronger response and improved return on investment compared to
previous years. We continued to evolve our digital strategy by making our content more
personal and relevant to the recipient’s local community, as well as driving the conversation
around grief and bereavement on a national level through our partnership activity with
publisher Reach and podcast company Acast, developing podcasts which featured guests
including Rev. Richard Coles and Coleen Nolan.
The higher revenue performance was partially offset by this increased marketing spend, and
some inflationary headwinds with the business delivering improved operating profit in 2022
of £16m (vs £12m in 2021).
We’re passionate about giving our clients truly unique and personal ways to remember their
loved ones, so in November we led the market by becoming the first funeral provider to offer
a service where ashes can be scattered by drone. Families now have the option to scatter
their loved one’s ashes
by drone in memorable locations over land or sea. More than a third
(35%) of those who have cremated a loved one in the past five years opted to scatter ashes
in a location of significance.
Partnerships
To enable us to support the growing demand in Direct Cremation services, we welcomed a
new partnership with crematoria provider Westerleigh on 1 August. They’re the leading
developer and operator of crematoria and cemeteries across the UK, as well as having
state-of-the-art systems and processes to give our members and customers an improved
service.
In January, we launched a partnership with Cruse Bereavement Services with the aim of
helping people to talk about death and grief more openly, and empower people in their local
communities to provide everyday bereavement support to those who have experienced loss.
Related YouGov research we carried out showed 54% of UK adults had lost a loved one in
the last five years. Of those who were bereaved, 31% said it impacted their mental health
and 15% were left isolated.
This work continued throughout 2022 and, in October, we re-launched our Co-operate
platform, which helps connect people with events, groups and activities happening in their
local communities. We also updated our online hub to include more useful tips and
information about grief and bereavement.
In November, we joined with Cruse and local MPs to host an event in Parliament highlighting
our ‘Connecting Communities’ partnership and welcom
ing the findings of the UK
Bereavement Commission. We also launched a new podcast in partnership with Cruse
called ‘Let’s Talk About Grief’, with the aim of opening up the conversation about grief and
bereavement.
In November, we welcomed a new partnership with EverWith, the UK’s largest memorial
jewellery company, as we expand the services and support we provide to families beyond
the day of the funeral.
Vision
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Annual Report and Accounts 2022
26
As part of our focus on bereavement support within the community, colleagues in our funeral
homes across the country encouraged people to come together and take part in Marie
Curie’s National Day of Reflection on 18 March, as the nation reflected on the second
anniversary of the pandemic.
We also continued to innovate in the way we co-operate for a fairer planet. We invested
further in environmentally friendly and sustainable alternatives, including the use of an
electric fleet, trialling both electric hearses and ambulances. We also began trialling more
eco-friendly funeral options.
Colleagues
Throughout 2022, we continued the work we began last year of looking into our culture. Our
Funeralcare colleagues pioneered the launch of an All Colleague Code, with the purpose of
creating a workplace where everyone feels they belong and has a safe space to work
together. Both the Code and the launch approach have
been positively received and we’re
seeing
the difference it’s making in how
colleagues feel about working in Funeralcare. There
was significant improvement in our annual colleague survey results across engagement,
enjoyment with working for Co-op, empowerment and a decline in those colleagues who
have witnessed or experienced bullying, harassment or discrimination at work since 2021.
We recognise how important our caring and professional colleagues are to our business and
our clients’ experience. They play
a unique and valuable part in their local communities,
where the support they provide goes beyond the day of the funeral. It’s v
ital that our
colleagues feel a sense of belonging at work and that they receive the care and support they
need. We will continue building on the progress we’ve made over this past year, to ensure
Funeralcare is an inclusive, diverse and safe place for everyone.
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Annual Report and Accounts 2022
27
Insurance
from Charles Offord, Managing Director, Co-op Insurance
2022 saw further development of our insurance business with new partners, products and
distribution channels added. We successfully transferred to new partners for Pet and Travel
insurance and made our Co-op products available in more places where our members and
customers shop. Like Home and Motor insurance, Pet insurance is now available across all
main price comparison sites and Co-op Home insurance is now available through Amazon
UK. In addition to extending our reach, we are also expanding our insurer partnerships to
strengthen pricing and coverage to meet more of our member needs.
We achieved revenue of £24m (2021: £34m) and profit of £8m, after an adjustment of £4m
relating to the accounting treatment of deferred income following the sale of the underwriting
business in 2020 (2021: £15m). This is as expected - our new distribution model continued
to establish itself and
since the sale of our underwriting business and as part of the
agreement
we continued to process those policies that were owned by our underwriting
business before its sale to Markerstudy, and see, and have seen policies to their end.
Home and Motor insurance products
As with the whole insurance market this year, our performance has been mixed and subject
to external pressures and changes caused by the pandemic, claims cost inflation and
regulatory changes.
According to price comparison website commentators, overall customer demand for Motor
insurance policies reduced by around 7%. This has happened for several reasons.
According to the
Association of British Insurers’ (ABI)
Motor Insurance Premium Tracker,
published in December, car insurance claims inflation went up by 16%, making them just
over £3,000 each on average in the year to Q2 2022. The ABI reference a number of
complex supply chain issues as responsible, as well as the increasing sophistication of
vehicles (leading to more expensive repairs) and rises in the costs of raw materials and
labour.
Despite this, the ABI Tracker shows that the average price paid for motor insurance rose by
a marginal two percent over the year to September 2022.
We also saw new pricing regulations come into effect for Home and Motor insurance from 1
January 2022, which treated loyal customers as favourably as new customers.
During 2022, 50% of consumers were seeing either a decrease or no change at renewal, the
largest proportion since mid-2015. Shopping and switching rates were at their lowest point
since 2009 (when market data collection began) as a result of lower renewal pricing, based
on data from ConsumerIntelligence.com.
Despite these factors, we were still able to deliver 103,388 new Home and Motor Policy
sales.
Although we’ve experienced challenging market conditions, we’ve continued to focus on
improving our customer experience. In 2022, we introduced a new online claims portal which
is already used by just under half of our Motor insurance customers going through a claim.
Throughout 2022, we improved our online Motor insurance journey meaning 9% more users
who start a quote with us are completing their quote compared to 2021,
and we’ve also
improved our quote follow up communications which drove a 60% increase in users visiting
our ‘retrieve quote’ pag
e, year-on-year. These improvements, plus others, make it easier
than ever for members and customers to engage with Co-op Insurance.
These improvements in customer experience were recognised by The Institute of Customer
Service in their UK Customer Satisfaction Index survey. In the insurance sector report, Co-
op Insurance rose to number four across the industry. In addition to this, Co-op Insurance
Co-operative Group Limited
Annual Report and Accounts 2022
28
was the most improved brand in the year not only within the insurance sector but across all
UK sectors.
Travel, Pet and Life insurance products
These challenges in Motor insurance have been offset by a strong performance from some
of our other products. Travel, Pet and Life insurance have all performed very well in 2022,
with 61,232 new policy sales
.
By the end of 2022,
we’d refreshed all our insurance products
with an aim to provide better cover, more choice and better prices. We added new features
to help our products meet the needs of our customers and members. This included a
discount on policies for rescue pets and providing cover for older pets who traditionally find it
harder and more expensive to get protection through insurance.
Having focused on our product offering and customer experience for a number of years, in
the second half of 2022 we moved our focus to extending our distribution and maximising
the market leading products we have.
We’re now getting our products to more people,
making insurance easier to buy and offering it in more places.
We also put a renewed focus on our members and communities, and responded to the cost
of living crisis with help for our members and the community causes we support.
Partnerships and distribution
Our new Pet insurance partnership with Markerstudy has gone from strength to strength
since the new proposition was launched at the start of the year. Customer feedback has
been positive, and this has been reflected in the sales of the products, with customers
holding a Co-op Pet insurance product doubling in the space of 12 months.
Our new partnership with AllClear for Travel insurance has been very well received by
customers. Their ability to support our ‘any age, any condition’ proposition, and also
enhance this with the Doctor Anywhere online support, has led to industry recognition and
consumer champion Which? nominating Co-op Travel insurance as one of their
recommended providers.
At the end of the year, we announced that Co-op Home insurance was to be one of only
three home insurance products offered through the new Amazon UK insurance store. This
will ensure our Co-op Home insurance products are in front of millions more potential
members and customers, in a way that suits them.
The increasing use of online platforms to distribute products will be a future development of
our strategy to make it easy for members and customers to access our Co-op products.
Members and communities
In July, we launched our Motor insurance campaign, offering both new and renewing
members £50 to spend on their Co-op membership card when they took out a policy directly
with us. We ensured this applied to new members so more people could take advantage,
while supporting the further growth of Co-
op’s
membership base. Given the economic
climate and cost of living crisis in the UK, we wanted to make sure our communities also
benefited, so for each policy sold we also gave £5 to local causes.
By the time the offer came to an end in December 2022, we had shared £1.3m with
individual members and raised over £130,000 for Co-
op’s Local
Community Fund. To read
more about the performance of our Local Community Fund, please see our Vision update on
page 31.
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Annual Report and Accounts 2022
29
Legal Services -
from Caoilionn Hurley, Managing Director, Co-op Legal Services
2022 has been a strong year for our Legal Services business - in the context of challenges
and economic uncertainty, we’ve continued to grow our business. Revenue increased by
19% year-on-year to £46.3m (2021: £39.0m), and our underlying profit increased 60% to
£8m (2021: £5m).
The majority of our growth came from the largest part of our business: probate. Our market
leading business experienced huge growth, taking on 24% more cases than in 2021, leading
to revenues increasing by 28% year-on-year.
Our Estate Planning business had a very strong second half to the year, resulting in a 9%
increase in revenue in 2022.
Our strategy of increased digitalisation and accessibility, growing and maintaining strong
partnerships and our unique customer journeys has supported our growth this year and led
to continued high performance for our clients. Our colleagues have been key in supporting
this growth and our work in the charity sector is demonstrating our difference as a legal
business.
Digital and accessible services
Our continued work in the digital space contributed to our success as 50% of our
clients came to us through one of our digital channels this financial year.
We focused on enhancing our existing digital tools in 2022, which clients can use to
help them quickly and easily access our services or legal information. We launched a
new and improved digital wills service, which led to improved conversion rates, leads
and a better customer booking journey. We also improved some of our internal
systems and processes to create efficiencies in how we manage consultant time and
workload.
As we develop digital tools, and improve the systems we use internally, it’s a priorit
y
that they’re accessible for everyone. Our aim is to help people use and understand
the law and provide routes to our services that work for each client.
We regularly check our website’s accessibility as well as organising live user testing.
We’ve used th
is information to improve our Lighthouse accessibility metrics to a
market leading position, often reaching a perfect score of 100% in 2022.
Partnerships
Our partnerships strategy continued to grow in 2022. We secured new long-term
contracts with M&G, Newcastle Building Society, Saffron Building Society and
Cancer Research UK , who will continue to refer their customers to us for estate
planning services.
We closed the year signing contracts with two new partners. We have partnered with
The Co-operative Bank PLC for probate and estate planning. We have also signed
an agreement with Amazon UK for our digital wills to be sold through their platform.
We are the first legal firm to work with Amazon UK and this arrangement fits with our
strategy of making legal services more affordable and accessible, bringing our
services to new groups of customers in a way that works for them.
Client Service
No matter if clients come to us digitally, through a partner or a more traditional route, we
want to give a great customer experience. We’re delighted that our customer service scores
stayed strong, and our customer satisfaction score for 2022 is 85% (2021
: 86%). We’re also
really proud of our Trustpilot scores, which improved to 4.8 stars in 2022 (2021: 4.7 stars).
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Annual Report and Accounts 2022
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Supporting our growth through recruitment and D&I
Our colleagues are key to supporting and delivering our strategy and, as we grow as
a business, our recruitment approach and colleague numbers need to grow too. We
continued to give opportunities for legal careers to a wider range of candidates from
diverse backgrounds.
We’ve continued to hone and develop our essential criteria and assessm
ent for
recruitment in 2022 which has helped us recruit 347 colleagues (this is 45% up
compared to 2021.)
In 2022, our new hires identifying as disabled went up from 5.4% between Jan
Oct
2021 to 13% in 2022. We also saw an increase in colleagues identifying as being
from an ethnic minority. In 2022, a total 25% of our new colleagues identified as
being from an ethnic minority background. We’ve seen this increasing throughout the
year from 19% in Q1 of 2022.
Inclusion training for line managers, the review of role profiles and recruitment criteria
as well as improvements to the training we're able to give less experienced
colleagues have all contributed to these increases.
Charity and community
In 2022, we continued to play a strong role in the charity wills space. Our Estate
planning team wrote 2,903 charity wills in 2022 (2021: 2,463), whilst pledges in wills
written totalled an estimated £51m in 2022.
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Annual Report and Accounts 2022
31
Vision update: Co-operating for a Fairer World
2022 proved to be an incredibly challenging year for our business, but also those depending
upon our Co-op, who remain at the very heart of our
Co-operating for a Fairer World
Vision.
When the V
ision was introduced a few years ago, we couldn’t have
anticipated how it would
be tested in years to come -
we’ve seen it become increasingly relevant to our members and
communities, our colleagues and our planet, all of which endured so much over the 12
months.
This has included the fallout from the war in Ukraine, which has affected energy security and
the UK economy, through inflation and the availability of key goods. By the end of the year,
the UK was facing the biggest fall in living standards since the 1920s, with members and
colleagues anticipating headwinds for the short and long term, including increases in the
price of food and fuel, but also fewer affordable mortgages and pension funds stretched to
their limits.
Co-operating for a Fairer World
allowed our Co-op to take important strides in tackling
hardships and injustices, while also taking up new opportunities to improve the wellbeing
and prospects of others. This year, our focus remained steadfastly upon making things
Fairer for our Members and Communities, Fairer for our Colleagues and Fairer for our
Planet.
Sharing with our members and communities
Our community plan has three interconnecting missions to support programmes developed
to bring about meaningful change in local communities. These are:
Fair access to food.
Fair access to mental wellbeing support.
Fair access to opportunities for young people.
Raising funds
At a time where the finances of our members and their communities had been so sorely
tested, in 2022 our Co-op celebrated raising £117m for local communities, since 2016. This
amount has been generated when members buy selected Co-op branded products and
services, with 2p in every pound spent split between supporting:
Our Local Community Fund, helping thousands of local community causes. 2016
marks the year that this fund launched.
Our Community Partnerships Fund, creating targeted partnerships and resources to
support vulnerable local communities across the UK.
Our Local Community Fund is at the heart of our Co-
op’s support for the communities that
we serve, bringing to life the co-operative principle of concern for community at a genuinely
local level. Co-op colleagues who live and work in communities across the UK, led by our
Member Pioneers, play a key role in determining which projects will best meet the needs of
their communities, while members chose to support a cause that matters to them more than
one million times during 2022.
Our Local Community Fund supported over 4,000 community projects in 2022, offering a
share of £12.4m, providing critical support during a challenging year.
More than half of causes (53%) confirmed that the funding allowed them to develop
new or improved partnerships with other local organisations
.
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Annual Report and Accounts 2022
32
Co-
op’s support was seen to assist
43% of causes with mobilising volunteer support
from their local communities.
More than 47% of causes reported that their project, funded by Co-op, had helped
them obtain further funding for their organisation.
We also secured a new partnership; o
ur relationship with Crowdfunder’s funding website
allows those same local causes the chance to benefit from match funding and unlock
additional support.
July saw the culmination of three years of fundraising across our Co-op on behalf of our
charity partners Mind, SAMH (Scottish Association for Mental Health) and Inspire
three
organisations well known for their work supporting mental wellbeing across the UK. After
setting an initial fundraising target of £6m, our members, colleagues and customers raised
£8.3m for these three causes in total. The money raised helped to launch more than 50 new
mental wellbeing services in local communities across the UK, supporting over 22,000
people in 2022.
82% of service users said that they felt their mental wellbeing had improved
as a result, and that they were better able to cope with the challenges they faced.
And as well as continuing to meet long-standing fundraising targets like these, our Co-op
also found new and pragmatic routes to responding to the cost of living and its effects upon
communities over 2022.
Our Co-op pledged £19m in support of UK pig farmers, following our move to delist
imported bacon from Food stores more than five years ago. Matt Hood, the new
Managing Director for our Food business, encouraged other retailers to help the
sector tackle high feed costs, exacerbated by the conflict in Ukraine and leading
farming communities to suffer significant losses.
Co-
op became the first retailer to launch a £1m ‘Warm Spaces’ funding boost, to
provide urgent support to local community organisations across the UK, as they help
communities navigate rising energy costs during the cold winter months.
Funds
raised by Co-op members supported local groups in providing warm spaces for
people to use over the coldest months, through its partnership with Crowdfunder.
Eligible groups who were already offering a warm space, but wanting to increase
opening times or extend existing services or activities during the winter, could also
apply for match funding.
Co-op was a founding member of the Disaster & Emergency Committee, when it was
originally established. More than £1.2m was raised between members, colleagues
and customers in 2022 for their appeal in response to the devastating events in
Ukraine and Pakistan. In addition, the decision was made to remove Russian-made
vodka from sale in our Food stores, and introduce Chernigivske Ukrainian Lager on
to shelves in April, to support a business seeking safety and security for its
employees.
And in December 2022, Nisa's Making a Difference Locally charity, which enables retailers
to support good causes in their local community, reached £15m. The milestone amount has
been raised for communities across the UK since the registered charity's formation in 2008,
with more than £1.1m raised through the sale of Co-op brand products during its last
financial year (July 2021 - June 2022).
Key partnerships and our Community Missions
Over the course of this year, we continued to focus upon our three Community Missions,
ensuring long-term ambitions while making an immediate difference where needed, as
communities still felt the effects of the pandemic and faced into a cost of living crisis. In
2022, we were able to put in place major new partnerships which greatly enhanced our
efforts and impact in these three key areas.
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33
Fair access to food
We continued to deliver on our commitment with Hubbub to help its community fridge
network expand to 500 locations by the summer of 2023, meaning it could distribute millions
more meals than the original 100 locations when our partnership first began. Community
fridges continue to offer more than just food - they were developed to bring people together
to build skills, improve their mental wellbeing and increase their resilience. By the end of
2022,
we’d i
dentified 350 fridge locations.
And in September, we announced our significant new partnership with Your Local Pantry,
intended to help improve household finances, while bringing people together around food.
The partnership will see Your Local Pantry network triple within three years from 75 to 225
pantries across the UK, with the addition of 150 new pantries, expected to see almost
650,000 visits by July 2025. The partnership will focus on communities where additional food
solutions will make a significant difference to the cost of living. The first 20 Your Local Pantry
locations had been identified, as part of the partnership, by the end of 2022.
Each location is run by uniformed staff and volunteers who manage the pantries. Pantries
are open to all and work like any other grocery store, in that Your Local Pantry members -
who pay a nominal subscription each week - choose the food from the shelves.
Members save, on average, £15 per shop and around £1,000 or more a year on shopping
bills. Overall, the new locations are forecast to help Your Local Pantry members up and
down the UK save an estimated £5m a year when fully operational.
Instead of a traditional Christmas TV commercial, with the potential to cost millions of
pounds, our Co-op chose instead to spotlight Your Local Pantry, partnering with TV chef and
rapper Big Zuu on a livestream across the country, from one of its locations in Peckham. The
event included demonstrations around simple and nutritious recipes for only a few pounds,
as well as an opportunity to meet Your Local Pantry volunteers and its members, who are
working to help their community grow and thrive.
As part of our access to food mission, at our May Annual General Meeting, we announced
Caboodle: a new digital platform built to help reduce food waste between founding partners
Co-op and Microsoft, with technology consultancy BJSS and TeamITG.
The not-for-profit initiative enables supermarkets, cafés and restaurants to connect with
community groups and volunteers and redistribute surplus food. Its ambition is the creation
of a single place where food retailers and businesses across the hospitality sector can
connect with volunteers and community groups in every city, town and village in the UK,
helping to share food when and where it is needed.
Initially trialled in Co-op Food stores in Northern Ireland, Milton Keynes and London, the
platform went live across 2,500 Co-op Food stores in July and supported a total 14%
increase in the amount of surplus food redistributed to local community groups by our stores,
year-on-year. More than 6,500 tonnes was shared in 2022, compared to under 5,800 tonnes
in 2021.
News of Caboodle was publicly supported by WRAP
a climate action non-governmental
organisation - which acknowledged its potential to curb food waste and redistribute to those
who needed it. It has also been utilised by Co-
op’s partner Hubbub.
Fair access to mental wellbeing support
As well as our ongoing support for Mind, SAMH and Inspire, teams across our Co-op
invested time throughout 2022 and actively participated in key mental wellbeing initiatives
intended to make a real difference in communities.
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Annual Report and Accounts 2022
34
On Time to Talk Day, we partnered with Mind, SAMH, Inspire and Rethink Mental Illness on
the nation’s biggest conversation around mental health, encouraging nearly
two million
conversations to take place, both inside and outside of our Co-op. Senior leaders from our
Manchester support centre spent time with Paul Farmer, the CEO of Mind, and local
organisations to encourage conversations around greater support and open dialogues on
mental health between families, friends, others within our communities and our colleagues.
Alongside this, more than 1.5 million people have been signposted to information, activity
and support for mental wellbeing since 2020. This includes through our online community
centre Co-operate (developed to bring people together to make good things happen in
communities -
coop.co.uk/co-operate)
, our Member Pioneers and Funeralcare business.
To further encourage openness and support, we began the year with a new partnership with
Cruse Bereavement Support, brought about to help people discuss grief more openly. The
initiative sought to empower mutual support across communities, to best help those who
might have experienced a bereavement. Bite-size resources were developed to help signs of
grief be identified, understood and normalised, and further signposts to support were made
available. Over 13,000 people accessed new bereavement resources on Co-operate in
2022.
In addition, our agriculture and fisheries team worked with the Farm Safety Foundations to
undertake important training to better understand mental health, in particular the challenges
felt in rural communities, and garner new ideas on how they could best support these
groups.
Fair access to opportunities for young people
The impact of the pandemic and the cost of living crisis upon young people will be felt for
years to come. Working with external partners has been key, enabling our Co-op to provide
sustainable solutions to support those young people whose communities and prospects
have been so badly affected.
The Peer Action Collective (PAC), which we launched alongside the Youth Endowment Fund
and #iwill Fund, is rooted in our Vision of
Co-operating for a Fairer World
and co-operative
Values. The PAC provides 10-25 year-olds with a voice and the opportunity to make their
own communities safer and fairer places.
The £5.2m youth-led programme
£1.6m of which is funded by our members through their
contribution to the Community Partnerships Fund
supported more than 6,000 young
people across England and Wales in 2022, including 4,588 young people being heard as
research participants, 1,310 young people taking social action as change makers and 169
people in paid employment as peer researchers.
In July, a new partnership between Co-op and UK Youth was developed in support of young
people in Scotland and Northern Ireland making a difference through social action in local
communities as part of the #iwill movement. The #iwill movement is a collaboration of over
1,000 organisations and 700 young #iwill ambassadors & champions from across the UK,
supported by charities UK Youth and Volunteering Matters. The £250,000 investment from
Co-op (again, funded by Co-op members through the
Co-op Community Partnerships Fund
)
has been used to recruit, train and support new #iwill ambassadors across the nations. The
10-25 year-olds will work together to make a difference in their communities through social
action.
Co-op Academies Trust
Our focus on young people continues with our growing network of 29 academies across the
North, supporting our ambition to provide fair access to education. In 2022, Co-op
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Academies Trust added two new schools; it welcomed Co-op Academy New Islington in
Manchester and Co-op Academy Glebe in Stoke-on-Trent, both Ofsted rated Outstanding
primary schools. The Trust was also awarded a new free school by Leeds City Council, and
will be officially opening Co-op Academy Brierley in September 2023. T
his will be the Trust’s
third special school for children with additional needs and its first through school, supporting
children from the ages of 4-18.
Our network of schools remain an important part of our Co-op and to all within our group,
who share our
Co-operating for a Fairer World
Vision. In 2022, the Trust worked to ensure
that every student (more than 18,500 of them) had access to a healthy nutritious breakfast
before school. A newly-established and ongoing partnership between Co-op Food and
Kel
logg’s s
ees
cereal sales contribute towards the Trust’s breakfast clubs. All Co
-op
Academies began to offer a breakfast club,
and a free breakfast to ‘Pupil Premium Students’
who are students from low income households or have considerable disadvantages to their
peers.
In May, our LGBTQ+ Respect colleague network hosted a conference for Academy libraries,
in support of greater representation of diversity across books in our schools and, over the
summer, all colleagues were invited to donate their favourite non-fiction, fiction books and
magazines to be enjoyed by our students.
Following its success in 2021, our Co-op relaunched its virtual work experience programme
for its Year 9 Academy students, engaging over 2,500 young people, helping them to reduce
barriers to the best possible work experience opportunities, while they developed key
employability skills through interactive sessions.
Co-op Foundation
Also supporting young people and communities in 2022 was our charity, the Co-op
Foundation, which marked the year by launching its new five-year strategy:
Building
communities of the future together
’. This strategy was co
-created with Foundation
colleagues, funded partners and our Co-op. It is led by a vision of future, fair co-operative
communities shaped by almost 100 diverse young people, including Co-op colleagues,
members and Academy students. See
www.coopfoundation.org.uk
for more information.
The first round of funding from this new strategy is the £1.5m Future Communities Fund.
This was launched in November, to
deliver unrestricted grants of up to £30,000 a year for
five years to help organisations develop diverse young leaders of the future. Grants will be
awarded in 2023, led by a ‘Future Communities Collective’ of 10 diverse young people
working alongside the Foundation.
In addition to developing its new strategy, the Foundation also built partnerships and
awarded grants all over the UK in 2022.
In June, the Foundation announced a new match-funding partnership with the UK-based
Astra Foundation to continue its work tackling youth loneliness. Funding included a £450,000
grant to UK Youth and Youth Focus: North East to help upskill youth workers to better
identify and tackle loneliness. This is an example of how the Co-op Foundation can leverage
money from other funders to increase its impact and make Co-op member donations go
further.
Over the summer of 2022, the Foundation also awarded £1.4m of grants from its Carbon
Innovation Fund partnership with Co-op Food
to help reduce carbon emissions in food and
farming; a £250k two-year grant to Refugee Action; and £1.2m of follow-on funding for 37
current #iwill Fund partners to build on their social action projects with young people.
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Co-op Foundation finished the year by putting young people in charge again. It launched
year four of its annual Lonely Not Alone campaign to tackle the stigma of youth loneliness
and signed the Power of Youth charter, committing to give young people a chance to shape
their future.
Working with others
During the first half of 2022, our Co-op worked closely with the Purpose Coalition throughout
H1, to evaluate the impact of our work. This independent body, led by the Right Honourable
Justine Greening,
prepared a ‘This is Purpose’ report
, focused on our Co-op, which was
published and presented to the House of Commons in July. The report considered our Co-
op, its missions and what more we can do for our communities, as well as the partnerships
we can create that will make a difference. Along with many other ideas in many other areas,
it also provided brilliant ideas to build on our flourishing programme of activity for greater
social mobility, and for the greater education and employment of young people. We
continued to work with Justine and her team through 2022, developing our plans to act on
her recommendations.
In 2022, Cooplevyshare.co.uk
built for employers to come together, create opportunities
and support apprenticeships for individuals from under-represented socio-economic groups
exceeded the initial three-year target of £15m we set when it launched in 2021.
Since its inception and before the end of the financial year, the service reached 54 donating
employers and 138 receiving organisations, detailing potential apprenticeships. 1,397
matched apprentice opportunities have been confirmed over this time, to a value of £14m.
And towards the end of the year, we were
named one of the UK’s leading employers in the
Social Mobility Index, which recognises employer-led social mobility and is developed by the
Social Mobility Foundation. In 2022, we were one of just 12 businesses asked to join the
Social Mobility Commission
’s Employer Advisory Group, put in place to drive social mobility
in the workplace in the UK.
Beyond the cheque
Underpinning all of our exceptional community achievements continues to be our Member
Pioneers
we simply couldn’t
have achieved what we have without their hard work in our
communities across the UK, connecting members, colleagues and local causes; helping
them during a difficult 2022.
Our 1,000 Member Pioneers and Member Pioneer Co-ordinators invested over 116,000
hours in our UK communities over the year and engaged with an average of 51,000 people a
month, reaching more than seven million through their social media channels. They played a
critical role in activating campaigns, initiatives and national partnerships.
During 2022, they delivered more than 300 Live Local events, reaching those in our
communities and colleagues alike with important messages, ideas and opportunities to
participate. Themes ranged from Fairtrade to sustainability, and highlighted activity such as
the launch of our soft plastic recycling.
For more information, or to get involved, visit
www.communityspirit.co.uk
or, to find your
nearest Member Pioneer Co-ordinator, visit
www.coop.co.uk
Our 2022 Co-
operate Report includes detail on the progressive actions we’re taking to fulfil
our Vision of Co-operating for a Fairer World, including our support of Fairtrade and
international communities. To read the report, visit:
www.co-
operative.coop/ethics/sustainability-reporting
Colleague policies
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Our colleagues have endured those same hardships as our members and communities, and
we took the opportunity during 2022 to review and reassess key colleague policies, and their
suitability for those dependent upon on them.
Our leaders worked to shift perceptions at Co-op, and fundamentally change our culture
when it came to menopause, challenging the stigma tha
t it is a ‘women’s issue’ when it
should be considered a workplace issue, requiring the support of affected colleagues’
whole teams.
After being one of the first retailers to launch a menopause policy back in 2019, we
took the opportunity to refresh the policy in April, which included the introduction of a
menopause support guide for all 4,500 managers across Food stores, funeral homes
and our Legal Services and Insurance businesses.
A related guide was also made available to other employers for free, as part of an
attempt to break the taboo of menopause in UK workplaces more widely. Developed
in partnership with USDAW and Unite, as well as Co-op colleague networks, the
guide is designed to help achieve a greater understanding of
the menopause’s
impact and the supportive role our managers can play. Our Aspire colleague network
- a network of Co-op volunteers that advocate and co-operate for a fairer world for all
colleagues who identify as women - also continued to hold regular menopause coffee
mornings throughout 2022
. The sessions remain a safe space for colleagues to
share their experiences and hear from related experts.
Coinciding with National Fertility Week, a new colleague fertility treatment policy was
launched in October.
The policy, as part of our commitment to create a truly inclusive workplace and
deliver a fairer world for colleagues, provides flexible unrestricted paid time off for
colleagues to attend medical appointments while undergoing fertility treatment,
including colleagues using a surrogate.
Importantly it also recognises the need for paid time off for those colleagues whose
partners are undergoing fertility treatment, to enable them to provide support through
treatment, regardless of how long they have worked for Co-op or the number of
hours they work.
Endorsed by charities Fertility Matters at Work and Surrogacy UK, the enhanced
policy provides a range of flexible support, including a section which covers embryo
transfer and pregnancy rights specifically. It also outlines access to counselling and
wellbeing support, through partners Lifework and YuDoctor.
Even greater inclusivity for colleagues
2022 saw some important initiatives to make working within our Co-op even more achievable
and accessible, especially to those from disadvantaged or diverse backgrounds.
In February, Co-op Legal Services announced five new apprenticeships for students
wishing to pursue a career in law, meaning candidates did not need to complete a
university law degree
potentially saving them each over £36,000 in tuition fees.
The apprentice solicitor roles were open to students who had achieved three A-levels
and five GCSEs, with the role undertaken over a six year period at which point
candidates would qualify as solicitors, which goes beyond the outcome of a
traditional law degree. Sitting within Co-
op Legal Services’ team of experts, roles are
fully salaried and rise in line with career progression over the course of the 72-month
period.
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In May, leaders were provided with new recruitment resources, to support hiring
processes and considerations to aid the development of a more diverse culture at our
Co-
op.
Beyond recruitment and to support a more inclusive culture for those colleagues already part
of our Co-op:
2022 saw us share our first ever ethnicity pay gap with colleagues and wider
audiences, revealing the difference in pay between those who identify as being from
ethnic minority backgrounds within our group, and white colleagues.
The report, published in June, was designed to bring greater transparency and
challenge our ways of working in a similar way to the Gender Pay Gap Report, but
with more intersectional insight that our Co-op could use. It has been shared with
parliamentary and political stakeholders as part of our social mobility campaign
where we are suggesting that this reporting should be mandatory.
It’s available to
read here:
www.co-operative.coop/ethics/ethnicity-pay-gap-report
Access to important new resources was made available to our colleagues, to support
greater inclusivity across our Co-op.
o
We shared an information pack ahead of International Non-Binary Day (14
July) with colleagues, explaining the event’s significance
and the best ways to
role-
model inclusive behaviours and bring our ambition for ‘endless inclusion’
to life.
o
Packs were also available for International Women’s Day in March and
programmes of events, activities and resources were shared with our
colleagues in support of South Asian Heritage Month, Black History Month
and other dates of significance.
o
In November, a new disability inclusion module was launched with the
support of our Represent network for line managers and colleagues, aligned
with Disability History Month. It includes insight from colleagues living with
disabilities, helps line managers learn how they can better support disabled
colleagues and offers signposts to those working to unlock their potential and
thrive at work. Represent
also placed within The Shaw Trust’s Disability
Power 100 in 2022, which celebrates Britain’s most influential disabled people
and organisations.
o
Namratta Bedi, co-chair of Rise, our colleague network for ethnic minority,
hosted
the network’s
first Vaisakhi session in April, raising awareness and
discussing how the festival is celebrated for different reasons by different
faiths and cultures. This day also marks the founding of the Sikhism faith by
Guru Gobind Singhji in 1699. A related live cooking session with Co-op chef
Ed Fraser was also made available to colleagues in our support centre and to
all colleagues virtually.
o
Peter Batt, Managing Director for Nisa, was awarded Silver in the Page
Group Diversity Champion category of the 2022 Retail Week Awards.
For an update on achievements against our diversity and inclusion commitments, see our
Co-operate Report.
The wellbeing of our colleagues
As the year brought with it another raft of new and unique challenges, our priority was to
protect all aspects of our colleagues’ wellbeing, including their financial wellbeing.
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Annual Report and Accounts 2022
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In April 2021, we aligned our minimum hourly rates to the Real Living Wage, as set by the
Living Wage Foundation (
www.livingwage.org.uk
), and we subsequently aligned them to the
new rate from April 2022. For Customer Team Members (CTMs) in our Food stores, this
resulted in a 4.2% pay rise. We also increased the pay rate differential between CTM and
Team Leader roles. Our hourly pay rates apply to all colleagues, including younger
colleagues and apprentices.
In September, we took the decision to offer further support as part of the rising cost of living,
the ongoing risk of energy cap increases and increased inflation. Our work during the year to
increase cashflow and stabilise our business made a one-off additional investment of £12m
possible, with the most support going to those who we
ren’t eligible to participate in our
bonus plan, including many of our frontline colleagues. A payment of £50 was loaded on to
eligible colleague membership cards in November and December, with plans to do so again
in January, making £150 in total. Later in the year, the decision was also made to offer the
majority of colleagues another financial boost, with a further £75 added to colleague
membership cards in December
this reached more than 55,000 colleagues.
Payments
were structured so that they would not impact any universal credit payments and we also
covered the benefit in kind tax due so colleagues would receive the full benefit.
Beyond this £12m investment, colleague members saw an increase to 30% discount on Co-
op own brand products, excluding alcohol, from 20 October until April 2023.
Talk Money Week in November signposted colleagues to tailored support whether they were
dealing with a one-off surprise bill, building a savings buffer or handling debt. Pointers to Co-
op
’s
and partners
’ resources
were made available
such as Grocery Aid; Keep Credit Union
the Co-op Credit Union; debt charity Stepchange and lenders Salary Finance. We also
increased how much colleagues could access from their basic pay in advance, through
partners Wagestream.
Beyond supporting our colleagues’ financial
wellbeing, we continued to find routes to help
ensure their physical and mental wellbeing was safeguarded. In May,
following an initial
pilot, we launched a brand new benefits partnership with YuLife for all colleagues, with
access to a wellbeing app that rewards healthy behaviours like meditating, walking and
cycling, with chances to earn vouchers to spend with well-known brands.
We also held a range of events and activities around Mental Health Awareness Week. For
the theme of loneliness in 2022, a series of recorded sessions, on demand events, podcasts,
videos and a quiz were all available. Signposts to further support were included as were free
virtual exercise classes from partners Nuffield Health, including Yoga and Body
Conditioning.
Our Co-op remained firm in 2022 that discrimination or abuse of any kind would not be
tolerated in any part of our group. In March, as part of our efforts to ensure fair treatment for
colleagues feeling bullied or harassed, we called out across our Co-op for those who had
experienced discrimination of any kind at any time in their career to help shape our people,
processes, systems, policy, procedure and training. We launched an all-colleague code for
behaviours within our Funeralcare business, including a range of associated interventions
such as listening groups to ensure the code was meaningful and supported outcomes from a
cultural audit of behaviours. Work to address behaviours began in Logistics during 2022, and
is expected to extend into Food stores in 2023.
Building on the success of our ongoing Safer Colleagues, Safer Communities campaign,
Paul Gerrard, who oversees our campaigns and public affairs, was a keynote speaker in
Westminster, as part of the USDAW Freedom from Fear Summit in November. Paul made
clear our continued support for USDAW’s campaign
, reiterating that that there was no
excuse for our frontline colleagues to feel anything other than safe and respected.
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We also continued to monitor very closely the implementation of the new legal protections
enacted by Holyrood and Westminster to ensure the criminal justice system takes every
opportunity to ensure those who would abuse or attack shopworkers face the proper
sanction for doing so.
Recognising our efforts for the planet
In April, we were honoured to receive the
Queen’s Award for Enterprise for Sustainable
Development, in recognition of our excellence in sustainability.
The award, which involves a
rigorous application process, recognises the reach and depth of our work reducing the
impact of operations, its focus on the UN sustainable development goals and its commitment
to continually drive initiatives, which affect its environmental impacts and see real change.
Initiatives such as introducing Europe’s most extensive soft plastic in
-store recycling
scheme, to make all Co-
op’s own brand food and drink packaging easily recyclable
, were
considered.
Our Co-op was also awarded the Relex Responsible Retailer Award as part of the 2022
Retail Week Awards for our commitment to greater sustainability. Again, our soft plastic
recycling scheme was acknowledged
data shared in July, to mark the scheme’s first
anniversary, showed that around 75% of polled members regularly used the bin in their local
store, with 41% saying they used it once a week, 30% a few times a month and 29% more
than once a week. Fruit and vegetable bags, bread bags and crisp packets were the items
most recycled by members.
And our Food stores continued to find other ways of empowering members and customers to
think and act more sustainably:
In April, we removed
use by
dates from all of our own brand yoghurts in a bid to
reduce food waste and as part of an industry
first move, favouring instead ‘best
before’ dates.
This same month, the Sustainable Fisheries Partnership, the Royal Society for the
Protection of Birds and the Whale and Dolphin Conservation completed an
independent audit of the risks to ocean wildlife in the fisheries that supply our Co-op.
They deemed us ‘one of the top retailers in the UK selling
sustainable seafood.’
As part of a relaunch of our food to go offering in May, we significantly reduced the
amount of packaging in our food to go products and removed all single-use plastic
cutlery in favour of wooden sporks.
In a UK supermarket first, our Glastonbury festival store sold ice cubes in bags
certified as 100% recyclable paper, which could
be sorted at the event’s onsite
recycling centre in June. We also did not sell single-use plastic bottles at the store
and only offered water in cans. Our soft plastic recycling units were made available at
the store for customers to return their soft plastics.
In August, we expanded our trial with tech-recirculation start-up Spring to help
consumers cut e-waste and unlock the value in their old and unwanted phones and
electronic devices. Self-service pods in selected Food stores allow consumers to sell
their old devices quickly and conveniently, such as phones, tablets, e-readers and
smartwatches, which then get repaired, refurbished, reused or recycled.
And in November, we committed to removing all coloured milk bottle caps from
shelves to move to clear caps across all our stores, which can be more easily
recycled into food grade packaging. We also launched a trial in partnership with tech
specialists Polytag to uncover the number of our own brand plastic bottles that are
being recycled, to improve our understanding of true recycling figures and to help
benchmark future rates for the industry.
Our Funeralcare business continued to invest in environmentally friendly initiatives, such as
an electric fleet, including trials for both electric hearses and ambulances.
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Our Co-op also continued to play a role in key conversations, using its influence to engage
and inspire oth
ers to be ‘Fairer for our Planet.’ Leaders encouraged all colleagues to
participate in Great Big Green Week, as the UK’s biggest celebration of community action to
tackle climate change and protect nature. Starting in September, resources were provided to
support colleagues in organising related events, such as a plastic-free picnic or a nature trail;
writing to their MP or finding local events or groups they could support, including a series of
Sustainability Live events hosted by our Member Pioneer network.
And beyond our colleagues, we continued to campaign for UK Government to bring about
change and participate in important conversations:
Leveraging our position as a retailer with its own brand charity water - having shared
£17m over the past 15 years with clean water and sanitation projects - Shirine
Khoury-Haq joined other influential leaders via video at COP27 to work through how
UK businesses could come together, co-operatively, and use water more
responsibly, as a precious resource.
Shirine also represented our Co-op at
the WWF Retailer’s Commitment for Nature
Steering Group with other retail CEOs, to make our
members’ voice
s heard on how
we can come together and halve the environmental impact of UK shopping baskets
by 2030.
As chair of the
British Retail Consortium’s Climate Action Roadmap
Steering Group,
Shirine addressed other businesses at a Climate Action Showcase towards the end
of October. It was a celebration of everything that has been achieved by the steering
group, but also by our Co-op, in terms of reducing harmful emissions, waste and
driving towards net zero.
Our Co-op joined other retailers and some of the biggest co-operatives in the UK
alongside Community Energy England in December to call on the Government to
prioritise incentives that encouraged
investment in renewable energy. The group’s
signed letter pressed for an overhaul of the planning regime to fast-track new wing
and solar schemes and create fairer pricing for green energy used by households
and industry. For more information on our energy strategy, see the Co-operate
Report 2022.
Also, in 2022, total Scope 1 and 2 greenhouse gas emissions continued to decrease by
9.58% in 2022 (location-based emissions in 2021: 320 ktCO
e, 2022: 288 ktCO
e). This is
due to using less energy, less fuel, a decrease in emissions from fugitive refrigerant gases
and the UK grid electricity mix generating lower carbon emissions. For more data and
detailed updates on our Climate Plan, as well as work to reduce our carbon emissions, see
our Co-operate Report.
Task Force on Climate-Related Financial Disclosures
As a large organisation, our Co-op
is committed to complying with the UK Government’s
mandate to disclose Task Force on Climate-Related Financial Disclosures (TCFD) aligned
financial information
we signalled an intention to do just that in our 2021 Annual Report
and Accounts and we will do by 2023.
During 2022,
we evolved our plans and worked to identify the physical and transitional risks and
opportunities to our business and supply chains from the changing climate, along with the
potential impact of policy, technology and market changes as we move to a lower carbon future.
We made progress here but recognise that there is more to do in the next year.
As an ethically responsible business, we are committed to playing our part in addressing the
climate emergency.
In 2021, we set out our blueprint
a Climate Plan, which sets out our
pathway to achieving net zero by 2040, 10 years ahead of international agreements.
It details how Co-op will reduce the impact of operations and products across our Food,
Funeralcare, Legal Services and Insurance businesses. The Plan sets out targets, endorsed by
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Annual Report and Accounts 2022
42
the Science-Based Targets initiative (SBTi), in line with the carbon reduction that is required to
cap global temperature increases and meet the goals of the Paris Agreement.
You can read more about our Climate Plan and related activities in our 2022 Co-operate Report,
including:
Focusing the missions relating to running our stores, transport and logistics network.
Our work to improve the robustness of supply chain emissions data.
Our work on establishing a new supplier engagement programme to accelerate
Scope 3 emissions reduction.
How we are collaborating for system change.
Governance
All environmental and sustainability matters including climate change risks are currently
managed within our Co-
op’s
overall risk management framework and reported through the
Risk & Audit Committee to the Board.
In 2023, the Board will review this governance structure in the light of TCFD requirements.
Strategy
Our Co-op has carried out an initial, high level risk and opportunity identification with the
assistance of DNV
providers of risk management services across multiple industry sectors.
Our technical and sustainability teams continue to have a good understanding of the climate-
related risks we face in different parts of our business. However, in the second quarter of
2022, we went through a structured process to test and challenge our thinking as we
prepared for our first disclosure. Supported by experts from DNV, we worked with colleagues
across the business to map our risks and opportunities and explore possible responses.
Information gathered through an online survey and key stakeholder interviews was analysed
and used as the basis for a facilitated workshop, during which participants integrated and
built upon initial findings, moving on to identify practical responses to the material issues
raised. Risks fall in to two broad categories: Physical and Transitional.
Physical risks
principally relate to:
The impact of flooding and extreme heat on operations. Whilst it isn’t practical to
carry out individual assessments on each of our premises, an assessment has been
carried out on principal premises, including distribution centres where, although there
is overall a 15% risk of flood damage, specific vulnerabilities have flood defences.
The global food supply chain contributes to and is impacted by climate change and
many of our key sourcing communities are already experiencing its impacts. In the
medium to long term, we can expect to experience disrupted supply chains,
shortages and increased foo
d prices if steps aren’t taken to adapt food supply chains
to climate change. We are working with our suppliers to better understand these risks
and work with them to create climate adaptation plans to help address the
challenges.
Transitional risks
are made up of several components:
Carbon pricing relating to greenhouse gas emissions
our Co-op is in the process of
developing a long-term sustainability strategy and transition plan which will address
all aspects of our energy use. In the meantime, we are focusing on applying energy
saving projects around refrigeration, doors, windows and lighting to our estate on a
rolling programme as well as re-fitting existing stores and fitting out new ones with
the most efficient products available. The cost of this is already built into our current
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Annual Report and Accounts 2022
43
budget and Four-Year Plan. Some 1,200 Energy Saving Opportunities Scheme
audits have been conducted.
Market risks
there is a reduced opportunity to shift customer behaviour away from
animal products because of the convenience business model and heavy reliance on
carbon-intense milk, eggs and mince.
Policy & Legal risks
resources and investment required for the volume of incoming
regulation and legislation may exceed our Co-
op’s
current capacity in transport and
logistics in particular.
Technology risks
investing in new energy friendly technology in agriculture.
During 2023, we will validate and finalise this initial analysis then carry out a detailed impact
assessment to determine the timescale, likelihood and financial effect of each risk, as well as
available mitigations.
We will carry out scenario analysis, both qualitative and quantitative, to determine our
resilience to the effects of varying climate change scenarios.
Risk management
Climate change is recognised as a principal risk to our Co-op, which is further disclosed on
page 65. The way we identify, assess, manage and monitor risk is explained on pages 58 -
60.
Metrics and targets
Our plan sets out targets, endorsed by the Science-Based Targets initiative (SBTi) across all
scopes. Our current targets reach to 2025
however, recognising the need to decarbonise
further and faster, we are now resetting these across all scopes, in the near and long term.
This will ensure that they are in line with keeping the global temperature increase to no more
than 1.5 degrees Celsius above pre-industrial temperatures.
We are expecting these updated targets to be released and validated by the SBTi in late
2023. Our long-term goal is to reach net zero greenhouse gas emissions from both
operations and products by 2040 at the latest. We have also set a target that suppliers that
collectively contribute to 50% of our emissions will have set science-based net zero targets
aligned to 1.5ºC by 2025.
In 2021, we reported that we had met our target to reduce our operational (Scope 1 and 2)
emissions by 50% compared to 2016 reduction, three years early. You can read about how
we have reduced our Scope 1 and 2 emissions during 2022 on page 124
.
We measure and
report our indirect greenhouse gas emissions (Scope 3) every two years. The most recent
report was in 2021 (for emissions over the period 2020/21), where we quantified an 8%
reduction in Scope 3 emissions since 2016. In the 2023 Co-operate Report, we will publish
an updated Scope 3 inventory, covering the period 2021/22. We align to the Greenhouse
Gas Protocol Corporate Standard and the Science Based Targets Initiative Criteria. Our
Basis of Reporting is published online here: www.co-operative.coop/sustainability-reporting-
our-reporting
In addition, Co-op is taking action on other climate related metrics including water, food
waste reduction, healthy and sustainable diets and responsible sourcing. For more
information, see our Co-operate Report.
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44
Looking Ahead
We look ahead to 2023 with confidence and optimism for a co-operative and stable trading
year resulting in delivery of our Vision,
Co-operating for a Fairer World
.
We will continue to strengthen and evolve our organisation, placing our members,
colleagues, co-operation and our Co-op Difference at the heart of everything we do, whilst at
the same time carefully investing and continuing our ambition to create a more modern and
agile Co-op that is strategically positioned to grow sustainably when the economy and
market conditions allow.
Our organisation is now in a much stronger place due to the focused actions we took in 2022
to significantly strengthen our balance sheet, reduce our net debt position, strengthen our
cash position, decrease our operating costs and prioritise improvements to inefficient
processes and systems.
We’ll be mindful of the world around us,
and we will continue to support members,
colleagues and customers through the cost of living crisis. We have the capability to adapt
our businesses at pace, as economic and consumer behaviour demands.
We, along with many others, fully expect the challenging external conditions to continue
throughout 2023.
High levels of inflation are predicted to continue until at least mid-year, before beginning to
fall and a recession, both here in the UK and globally, remains a significant possibility. We
are committed to doing all we can to shield members, colleagues and customers from this,
and other rising costs, as much as we possibly can.
We, along with other organisations, and indeed many households, are facing energy costs
that will be as much as double what they have been in previous years.
Energy was a core focus point for us in 2022. While the future of energy still looks uncertain,
we’ve been working hard to reduce our energy consumption through capital light quick wins,
simplifying processes and implementing energy efficiency changes across our businesses,
sharing the details with partners across our Nisa business. You can read more information
on our energy efficiency and other activities in our Co-operate Report.
Despite this we have every reason to expect great things from our Co-op, during 2023 and
into the future.
We have confidence in all of our businesses. They are market leaders with strong strategies
to take them forward, as well as the leadership and plans in place to deliver them.
Our 2022 strategic priorities have evolved for 2023 and we will continue to focus tightly on a
smaller number of priorities that support the growth of our Co-op and protect our ability to
deliver our Vision:
Delivering on our financial plan
We will continue to build on the progress made during 2022 in enhancing our financial
controls and processes, adding rigour and governance to ensure that our financial targets
are met, that our Co-op is operating as efficiently as it possibly can and that
we’re generating
the value we need to invest in our growth plans for our businesses, and re-distribute through
delivery of our Vision.
Accelerating growth
We’ll seek to grow our
Co-op cautiously, and in a way that supports the creation of a more
modern Co-op for a modern world.
Co-operative Group Limited
Annual Report and Accounts 2022
45
Where we choose to invest, we will do it in a capital light and cash generative way,
leveraging partnerships and modern routes to market, making the most of the assets and
strengths that we have.
Our Food business
will remain true to convenience. We’ll maximise the four established
routes to market that we have (Retail, Wholesale, Franchise and Online) and also re-open
our new store and refits programme in 2023. This will all be while cautiously remaining within
the financial and capital parameters we’ve set for ourselves.
Our Funeralcare business will continue to focus on a personal service, further building our
propositions and continuing its digital transformation to allow clients access to us in the most
convenient way for them.
Legal Services will continue its incredible journey with digital products and services in
partnership with some of the UK’s largest financial services providers.
And in Insuran
ce, we’ll continue to innovate and make the new products and services we
introduced in 2022 work hard, alongside making our products easier to buy through
partnerships, such the one we have with Amazon UK.
W
e’ll do all of this with membership
, co-operation and our Co-op Difference firmly in our
sights. W
e’ll be reviewing our
membership strategy to attract, reward and retain our
members, alongside how we better engage them in our modern Co-op, not only in what we
do, but also how they can support and influence what we do.
And the time is now right for us to review our Co-op Group strategy and our Vision, to ensure
that we’re truly a successful, co
-operative business. A business that is adding the most value
possible where our members, colleagues and customers need us the most.
Supporting members, colleagues and customers through the cost of living crisis
We are committed to doing all we can to shield members, colleagues and customers from
this, and rising costs, as much as we possibly can.
We will continue, as in previous years, to align frontline colleague pay to the real living wage.
We’ll do all we can to not pass increased prices due to inflation onto our members and
customers.
Operating our business efficiently
We will continue to operate our business as effectively and efficiently as possible, ensuring
cost is ever present in our decision making processes, embedding a culture of cost
consciousness that will empower everyone in our Co-op to be more efficient and effective.
We will deliver 2023 savings already identified during our work over the last 12 months,
stopping any activity that isn’t included in our growth plans, or that doesn’t support our
strategic priorities.
Our focus on energy efficiency will continue with investments into technology and equipment to
help us reduce our energy consumption in our Food business.
And we’ll explore
even more
energy saving opportunities across Logistics and Funeralcare.
And by listening to our colleagues we’ll identify those areas in our businesses that not only
cause us, and them, issues operationally, but that also cause us to be less efficient. During
2023, we’ll be investing £11
m, one of the largest amounts invested in our store technology
for over 11 years, to address some of the legacy and obsolete systems, and technology
platforms that our colleagues tell us stop them serving our members and customers
effectively.
Co-operative Group Limited
Annual Report and Accounts 2022
46
This includes printers, wi-
fi, payment and bakery terminals, back office PC’s and
, in 50% of
our stores, replacing self-service checkouts.
2023 will also begin an investment phase for our Funeralcare business as we start the
journey to remediate our legacy property estate and refresh our fleet of vehicles over the
coming years.
And,
of course, we’ll
achieve all of these aims co-operatively, with a future focused, cost-
conscious growth mindset, in the way that only we can.
In summary
2023 will be another challenging year for our Co-op. However, the actions taken during 2022
see us well placed to weather the ongoing headwinds of inflation, rising energy and payroll
costs and forecasted recession. Nevertheless, it is for these reasons that we realistically
plan a lower level of profit this year.
However, the underlying strength of our business, passion and determination of our
members and colleagues and the compelling nature of our Vision gives us every confidence
and optimism for the future.
Our Co-op was created to address social and economic unfairness and we are still ideally
placed to make things fairer for our members, communities, colleagues and the planet in the
future.
Together, we’ll win as a modern, decisive Co
-op, and deliver our Vision of
Co-operating for
a Fairer World.
Co-operative Group Limited
Annual Report and Accounts 2022
47
Our financial performance
Economic backdrop
As noted in our CFO’s Financial Overview on page
16, 2022 has proven to be a particularly
challenging year for most businesses, but our Co-op has successfully navigated the
turbulent markets and ended the year in a significantly stronger financial position.
Our members and customers have been facing into a sharp and prolonged cost of living
crisis, with soaring inflation and spiralling household bills squeezing family budgets to near
breaking point.
Throughout 2022, there has been downward pressure on consumer spending compounded
by significant cost inflation for businesses. This has hit profits, stifled growth and ultimately
seen the UK economy bordering on recession.
Our headline performance
Despite the challenging backdrop, our Co-op has delivered a creditable set of results with a
solid profit performance, strong cashflows and a growing top line.
We have grown our sales, successfully maintained margin and managed our cost base to
mitigate the significant cost inflation on ourselves, our members and our customers. This
was supported by some difficult decisions, including the restructuring of the team at our
support centre.
There is, however, no avoiding the impact that inflation is having on the profits of most
businesses
for our Co-op, energy costs increased by £48m in 2022, compared to 2021,
and salary inflation drove a further £55m of additional cost. Faced with such inflationary
pressures, the renewed cost disciplines we have instilled in 2022 have served us well and
we successfully delivered our targeted cost savings of £101m during the financial year.
Recognising the difficult time many of our customers and members were experiencing, we
sought wherever possible to protect our customers and absorb inflation. Throughout the
year, we continued to focus on delivering the proposition and value that our customers need,
including £38m of direct reward for our members and their communities. Importantly, we
sought to support our colleagues through the winter cost of living crisis with additional one-
off support of £12m, and by increasing our colleague discount to 30% on Co-op own brand
products from 20 October until April 2023.
This solid financial performance, combined with a focus on balance sheet and cash,
delivered a very strong cashflow position and a step-change reduction in our net debt. Part
of this action included the sale of our petrol forecourts in October (roughly 5% of our Food
store estate) which generated a significant one-off profit and cash proceeds.
Furthermore, through continued focus on cost control, management of working capital and
our measured approach to capital investment, we strengthened our balance sheet
significantly. This means we are well set to ride out the economic storm whilst still being able
to invest in our longer-term future through capital light and commercial opportunities.
Co-operative Group Limited
Annual Report and Accounts 2022
48
Our Group financial metrics
Underlying operating profit:
our main measure of trading performance at £100m
(2021: £100m) is in line with the prior year. This is a strong result despite the impact
of material inflationary cost increases
rising energy costs and salary inflation, for
example, added an additional £103m of costs compared to 2021, which we had to
absorb in 2022.
Despite the inflationary pressures, underlying profit within our Food business only fell
slightly and includes the impact of the disposal of our forecourt estate at the end of
October
thereby reducing our 2022 profits by two months of fuel profits, or around
£10m, in comparison to 2021. The slight fall in profits in Food has largely been offset
by improvements in our Wholesale, Funeralcare and Legal Services businesses and
overall we have traded well, held our trading margins and managed our cost base
across our portfolio of businesses.
Revenue:
total Group sales of £11.5bn are 3% higher than last year. This represents
a strong result across our portfolio of businesses in light of the challenging economic
trading conditions.
Sales in our food business are £134m higher than last year even though the
comparative period includes two more months (or around £150m) of sales from our
petrol forecourts which we sold in October 2022. Like-for-like sales in our core
convenience stores were up 3.2%. Sales in our Wholesale, Funeralcare, Legal
Services and Federal businesses are all also up on the prior year.
Operating profit:
At £5m, our operating profit in 2022 is £59m lower than 2021.
Although our underlying operating profit is comparable to last year, we’ve incurred
£59m more of non-underlying charges in 2022 compared to 2021. These charges
primarily relate to the impairments we have recorded against some of the assets that
we hold to reflect the continued difficult trading conditions we anticipate going
forward as well as other non-recurring items.
PBT:
At £247m, profit before tax (PBT) is significantly higher than last year (2021:
£57m). Although our Operating profit is lower this year (as noted above) we have
recorded a gain on the disposal of our petrol forecourts of £319m, which increases
our PBT number. This relative increase is partially offset by the one-off gain of £99m
that we recognised following the settlement of a long-term liability and the
corresponding release of provision.
£m
2022
2021
Revenue
11,480
11,151
Operating profit
5
64
Profit before tax (PBT)
247
57
Underlying operating profit
100
100
Underlying PBT
(31)
(32)
Underlying EBITDA
490
505
Net debt
(333)
(920)
Member reward
38
40
Co-operative Group Limited
Annual Report and Accounts 2022
49
Underlying PBT:
at a loss of £31m, underlying PBT is comparable to last year and
consistent with our underlying operating profit performance. Underlying PBT includes
underlying interest charges on our bank borrowings and leases, which has remained
consistent year-on-year at £131m (2021: £132m).
Underlying EBITDA:
again, this is broadly in-line with the prior year at £490m
(2021:£505m) and consistent with our comparable underlying trading performance.
Underlying EBITDA excludes interest, depreciation and amortisation charges.
Net debt:
our net debt improved significantly to £333m (2021: £920m) - a decrease
of £587m (2021: net debt increased by £370m). Net debt saw significant reduction in
H1, and was anticipated to do the same in H2, before net proceeds of £408m from
the sale of our petrol forecourt estate and an additional £72m following the
judgement on the IBM legal case. We also generated cash from continuing
operations of £383m (2021: £165m) driven by a solid trading performance and
careful working capital management. Furthermore, we also transferred lease
liabilities of £171m as part of the forecourt disposal.
Member reward:
our profits are reported after deducting the amount our members
have earned through the 2% community and member rewards, which totalled £38m
in the year (2021: £40m). Co-op colleague members also received £12m of one-off
winter cost of living support, as well as seeing colleague discount on own brand
products increased to 30% between 20 October and April.
How our businesses have performed
Food
We took the strategic decision to sell our entire petrol forecourt estate to Asda at the end of
October,
so our results for 2022 don’t include the results from those 129 sites (around 5% of
Sales (£m)
2022
2021
Food
7,805
7,671
Wholesale
1,439
1,386
Funeralcare
271
264
Insurance
24
34
Legal Services
46
39
Other
-
1
Federal
1,895
1,756
Total Group
11,480
11,151
Underlying profit (£m)
2022
2021
Food
139
156
Wholesale
22
7
Funeralcare
16
12
Insurance
8
15
Legal Services
8
5
Other
-
(1)
Federal
(92)
(94)
Total Group
100
100
Co-operative Group Limited
Annual Report and Accounts 2022
50
our estate) for the last two months of the year. The deal completed on 30 October 2022 and
the sale is therefore not impacted by the ongoing CMA review.
Total Food sales of £7,805m are 1.7% higher than the prior year (2021: £7,671m)
representing an increase of £134m. This is a solid performance in light of the challenging
trading environment and the loss of two months of sales from the forecourt sites (around
£150m sales impact). The comparative period also includes the impact of the third national
lockdown at the start of 2021, which buoyed our sales.
Throughout 2022, the squeeze on household budgets impacted customer choices,
dampening volumes and transaction frequency, although this was offset by food price
inflation. Like-for-like sales in our core convenience estate were up 3.2% and we maintained
our market share. This demonstrates the resilience of our core convenience business and
how our customer offer continues to resonate with our members.
At £139m (2021: £156m), underlying profit is down slightly on the prior year, driven by the higher
energy and salary costs the business had to absorb. The comparator also includes two months
of extra profit from the forecourt sites (around £15m profit impact).
Excluding the impacts of the forecourt sale and resulting two month profit reduction versus the
prior year, our underlying profitability is broadly flat in 2022 compared to 2021, which is a
commendable performance given the difficult trading environment and the level of cost inflation
we have had to absorb. In line with many businesses, we have seen sharp rises in the costs we
incur to serve our customers - with energy costs and salary inflation adding an additional £103m
of cost which we had to absorb in 2022, in comparison to 2021.
Where possible,
we’ve tried to shield our customers from the impact of this cost inflation, and
we’ve also worked hard to manage our own cost base. This has allowed us to maintain our
trading margin and return a credible top-line sales and underlying profit result.
Wholesale
Sales in our Wholesale business are 3.8% higher than last year at £1,439m (2021: £1,386m)
with growth both through our Nisa partners and our franchise stores. This represents a solid
performance in light of significant inflationary pressures and the tough economic headwinds
impacting consumers and retailers alike. Although our retail like-for-like performance in Nisa
was down 2.5%, new member recruitment remained strong.
Profitability has continued its year-on-year improvement with our Nisa business registering
an increase of £14m to £22m (2021: £8m) as we continued to see the benefits and
efficiencies of the collaboration between Co-op and Nisa, as well as the savings from an
overhead cost review and restructure carried out during the year. Our results also reflect
£4m of benefit from non-recurring items. This was part of the work in 2022 to
support Nisa
being in a position where it can reinvest in lower prices for our customers and their
shoppers.
Funeralcare
Funeral volumes were up 3.5% to around 94,000 with volumes increasing in the second half
in-line with the wider death rate, after a dip in death rate in the first quarter of 2022. This -
together with a growth in our market share (end of 2022: 14.67%, end of 2021: 13.92%)
offset by a continuation of clients choosing our simpler and unattended funeral options,
which affects our average sales price - contributed to an increase in sales of 2.7% to £271m.
Profitability is up year-on-year due to the revenue increase as well as greater efficiency in
our operations, offset by inflationary pressures as well as additional costs as a result of the
regulation.
Co-operative Group Limited
Annual Report and Accounts 2022
51
Volumes of funeral plans sold were lower than prior years at just below 17,000 (representing
a fall of 63%) as a result of our decision to exit some third-party distribution channels (due to
regulation) and client uncertainty in the run-up to industry regulation with the FCA.
Insurance
Our Insurance business recorded sales of £24m (2021: £34m) and profit of £8m (2021:
£15m). This reduction is in-line with our expectations as we establish our new distribution
model and work through the continued run-off of the historic backbook of policies, following
the sale of our insurance business and Home and Motor insurance distribution agreement
that we entered into with Markerstudy. All the insurance markets in which we operate
remained highly competitive with inflationary cost rises for claims squeezing our margins.
Customer behaviour was also impacted by the regulatory pricing changes implemented at
the start of 2022, with fewer customers shopping around and switching suppliers.
We continue to see good traction outside of our core policies of Home and Motor (such as
Pet and Life insurance) and we’ll continue to develop our product and customer offering and
extend our reach as illustrated by our newly launched partnership with Amazon UK.
Legal Services
The strong growth we have seen in recent years has continued with sales up £7m to £46m
(2021: £39m) and profits up to £8m (2021: £5m). This further validates our strategy of
developing our digital services offering and blending it with expert advice - driving consumer
access in what remains a fragmented market where we can lead.
Central Support Centre costs
Costs from our central support functions are broadly in-line with last year at £92m (2021:
£94m) as we’ve worked really hard to manag
e inflationary cost pressures through disciplined
cost control management. We’ll continue to strive to drive down our cost base and improve
the efficiency of our support functions and operations while reaping the benefit of the re-
organisational changes we’ve implemented to our structures and ways of working.
Property and business disposals, impairments and investment properties
Impairments
:
every year we review our portfolio of trading sites for potential
impairment of assets (where the value of the asset is no longer supported by future
forecasts of cashflows and profitability, and so we reduce the value of the assets we
hold through a charge to our profits).
The impairment charge of £105m (2021: £30m) comprises £60m against right-of-use
assets (leases), £30m of fixtures and fittings and £15m of intangibles, where
forecasts of future cashflows do not support the value of those assets.
The charge is predominantly in our Food business and often relates to loss-making
sites. It is larger in 2022 due to the prudent approach we have taken when assessing
future profitability, in light of the challenging cost environment we expect to see in the
£m
2022
2021
Impairments of assets
(105)
(30)
Other disposals and closures
64
-
Investment properties
(15)
9
Total
(56)
(21)
Co-operative Group Limited
Annual Report and Accounts 2022
52
near term.
As noted at the half-year, we have also partially impaired the value of the leased
asset for our central support centre by £20m
reflecting the change in utilisation we’ve
seen as we transition to a more flexible and hybrid working model.
Furthermore, we have reduced the carrying value of certain ancillary elements of the
intangible asset we hold against our logistics and supply chain infrastructure by
£15m following some minor changes to the way that we intend to use the assets
going forward.
Other disposals and closures
the £64m reflects the net gain we have made on
other individual and non-core properties that we have sold during the year.
Investment properties:
we revalue these properties each year to reflect their latest
fair value. The loss in 2022 of £15m (2021: £9m gain) reflects a downward market
valuation on the properties we hold (or on those which we sold during the year).
One-off items
Organisational changes:
we’ve recorded a significant one
-off charge of £26m,
reflecting redundancy costs we’ve incurred
. These follow some changes we have
made to colleague structures in our support centre, to ensure that we are set up in
the best way to efficiently support our customer facing colleagues.
Colleague support:
due to the unprecedented pressures our colleagues are facing
from the cost of living crisis, we have also directly helped those member colleagues
who need it the most with one-off support totalling £12m added to their membership
cards.
Prior year (2021):
one-off items included a £17m charge reflecting the costs of
organisational changes we made to colleague structures in our Food stores as part of
the Fit for Future programme.
Sales of Petrol forecourts
We sold our entire petrol forecourt estate to Asda at the end of October for net cash
proceeds of £408m (and transferred £171m of lease liabilities) which generated an
accounting profit of £319m. Further details of the sale are given in Note 35 to the
financial statements (see page 210).
£m
2022
2021
Organisational changes /
redundancies (central)
(26)
-
Colleague support
(12)
-
Other one-off items (net)
(1)
2
Fit for future (Food)
-
(17)
Total
(39)
(15)
Co-operative Group Limited
Annual Report and Accounts 2022
53
Financing costs/ income
Underlying interest:
our underlying financing costs from our borrowings and lease
commitments are consistent with the prior period. The value of our principal loan
balances and the leases that we held during the year did not change significantly, so
the interest charges are similar to those of 2021.
Pensions interest:
net finance income is based on the pension scheme surplus on
an accounting basis at the start of each year. The £13m increase reflects the
increase in the accounting surplus at the start of 2022.
Funeral plans net finance cost:
the valuation gains on funeral plan investments of
£29m in 2022 were outweighed by the interest we accrued on our plan liabilities of
£54m - so we show net finance costs of £25m in our income statement. The charge
is higher as returns on plan assets are lower than in 2021 due to market conditions.
FX contracts:
we saw favourable market valuation movements of £20m (2021: £5m)
on the forward contracts we have in place for commodities (mainly diesel), which we
use to hedge our exposure to future prices rises.
Quoted debt / swaps:
the net market valuation of some of
the Group’s debt
instruments and interest rate swaps moved in our favour generating a net gain of
£17m (2021: £nil).
Group Relief Creditor:
the £99m gain in the prior year relates to the settlement of
the Group Relief Creditor owed to The Co-operative Bank PLC, which generated a
one-off gain in 2021.
Net debt and cash
£m
2022
2021
Net underlying bank/loan
interest
(55)
(56)
Net underlying lease interest
(76)
(76)
Total net underlying interest
(131)
(132)
Net pension finance income
43
30
Net finance cost (funerals)
(25)
(4)
Movement on FX contacts
20
5
Movement on quoted
debt/swaps
17
-
Non-underlying finance interest
(1)
(5)
Group Relief Creditor gain
-
99
Total net non-underlying interest
54
125
£m
2022
2021
Bank debt
(780)
(976)
Lease debt
(1,306)
(1,516)
Total debt
(2,086)
(2,492)
Group cash (net)
447
56
Net debt (excluding leases)
(333)
(920)
Net debt (including leases)
(1,639)
(2,436)
Co-operative Group Limited
Annual Report and Accounts 2022
54
Excluding lease liabilities, net debt reduced by £587m from the start of the FY 2022 to
£333m at year end (2021: £920m). This is a significant achievement and is a consequence
of the positive action we had taken to reduce our indebtedness and to strengthen our
balance sheet.
Our cash position improved year-on-year with net cash from continuing operations of £383m
in 2022 (2021: £165m), generated by our robust trading performance, careful working capital
management and disciplined cost control as we strived to mitigate the impact of cost
inflation. Our measured approach to capital investment, for example, saw us invest less than
in 2021 at £147m (2021: £325m) and tighter management of stock balances improved stock
levels by £55m.
Our cash and net debt position was further improved following the sale of our petrol forecourt
estate to Asda at the end of October, which generated cash proceeds of £408m and by the
receipt of £72m in the first half of 2022, following the appeal judgement on the IBM claim.
Our strengthened balance sheet position will allow us to continue to invest in our business in
line with our strategic priorities and to capitalise on commercial growth opportunities as they
arise.
Tax
As has been the case in recent years,
we won’t be pa
ying corporation tax in respect of 2022
because we have brought forward tax losses and capital allowances which can be used to
offset any liability.
In 2022, we paid £206m (2021: £170m) to the Government in respect of VAT, business
rates, stamp duty land taxes and em
ployers’
national insurance. The year-on-year increase
mainly reflecting reduced business rates in the prior year as the Government sought to
support businesses through the later stages of the pandemic.
The total tax charge reported in the income statement for continuing operations of £4m is
made up of a £13m current tax charge and a £17m deferred tax credit. The current year
deferred tax credit mainly relates to movements on our pension assets. There is also a
£44m deferred tax credit impact to reserves arising from the change in tax rate at 19% to
25%.
See Notes 8 and 15 for more detail on Tax.
We retained the Fair Tax Mark accreditation in 2022 showing that we put our Purpose, Co-
operative Values and Principles into action in the way we do business. Our tax policy can be
found here:
www.co-operative.coop/ethics/tax-policy
Our balance sheet
The overall net assets of the Group have decreased by £0.2bn from the start of 2022. The
main movements include a decrease in the net pension surplus of £0.7bn offset by an
improvement in our cash position of £0.4bn. Our lease liabilities have reduced by £0.3bn
following the sale of our petrol forecourts and our right-of-use assets and property plant and
equipment reduced by a combined £0.5bn following the disposal.
Furthermore, as outlined above, our net deferred tax liability has also decreased
significantly, falling by £158m from £314m (2021) to £156m primarily due to the decrease in
our pension net surplus and the change to the tax rate.
The actuarial surplus on our largest pensions scheme, PACE, decreased by £0.6bn with
asset values falling by £3.5bn whilst liabilities decreased by £2.9bn. Against a backdrop of
market uncertainty, rising inflation and interest rates - investment returns and asset values
fell significantly in 2022. However, scheme liabilities also reduced markedly following a
Co-operative Group Limited
Annual Report and Accounts 2022
55
significant increase in the discount rate, which is used to calculate the present value of the
scheme obligations. This is due to rising AA corporate bond yields, as the market reflected
ongoing economic uncertainty, and demonstrates that the pension schemes are well hedged
and able to withstand material changes in market conditions. Despite the surplus reducing,
the accounting funding level has increased, from 125% to 129%. The fall in asset values in
absolute terms is higher than the fall in liabilities as PACE started the year with a net asset
surplus of £2.1bn which has reduced to £1.5bn at the end of the year (the relative
percentage fall in both assets and liabilities is comparable).
Property, plant and equipment has decreased by £281m, which mainly reflects the net
impact of £104m of additions, net disposals of £111m, depreciation of £244m and
impairment of £30m.
The value of the funeral plan investments that the Group held in 2022 is consistent with the
prior year at £1,369m (2021: £1,372m). This reflects net movements from an increase of
£76m for new plans, a reduction of £108m from redeemed or cancelled plans and favourable
market returns in relation to the value of those investments held of £29m.
Contract liabilities relating to funeral plans have decreased by £55m in the year, with
amounts recognised as revenue during the year (which reduces the liability) outweighing
new plans and the deferred revenue (which increases the liability) from the interest we
accrue on plan liabilities.
Going forward
The tough trading environment we are facing is unlikely to change in the short term. The
squeeze on household budgets and ongoing high levels of inflation will continue to influence
customer behaviour and maintain pressure on sales, margins and profitability. Indeed the
cost pressures in 2023 are likely to be greater than those felt in 2022, as the full year impact
of 2022 events take effect.
As we have done this year, we will have to continue to work hard to mitigate those
inflationary cost rises wherever possible and navigate our businesses through another year
of challenging trading conditions. We have proven in 2022 that by taking early and decisive
action, we can deliver a strong performance in difficult markets. This approach, together with
the significantly stronger financial position we ended 2022 in, puts us in a strong position to
deliver a successful 2023 for our customers and members.
As noted above, our net debt reduced considerably in 2022 and we significantly deleveraged
our balance sheet. Subsequently, in early 2023, we have taken steps to reduce the level of
principal debt that we hold and the Group has bought back £100m of the £300m
Sustainability Bond from bond holders. Furthermore, the Group has also amended and
extended its existing rolling credit facility until March 2026, to further secure our medium-
term funding position and available facilities. Further details are given in the financial
statements
see Note 34 (Events after the reporting period).
Co-operative Group Limited
Annual Report and Accounts 2022
56
Key Performance Indicators
Financial KPIs
Why are these measures important?
Being a profitable business with financial stability is essential in helping our Co-op meet its
strategic objectives. It’s important to get the right balance between the returns to members
and reinvesting in our Co-op for future growth. Further detail on why we think these metrics
are useful and how they relate to the statutory measures in our financial statements is noted
in the Jargon Buster (see page 243).
More information on our financial performance can be found on page 47.
KPI
2022
2021
Underlying (loss) /
profit before tax
Underlying operating (loss) / profit (see
below) less underlying interest, which
does not include net interest on our
funeral plans as it is not considered by
management in the day-to-day running of
the business
(£31m)
(£32m)
Underlying operating
profit
A measure of underlying profit before one-
off items and gains or losses on disposals
of assets (see Note 1 for more details on
how it’s calculated)
£100m
£100m
Underlying EBITDA
A measure of performance which helps us
to understand the underlying profits our
business segments are generating before
capital investment and interest charges
£490m
£505m
Net debt
Bank loans and borrowings (including
lease liabilities) less the cash we hold
£1,649m
£2,436m
Net debt (excluding
leases)
Bank loans and borrowings (including
lease liabilities) less the cash we hold
£343m
£920m
Total revenue
Revenue as shown in the consolidated
income statement (page 147)
£11.5bn
£11.2bn
Operating profit
Operating profit is shown in the
consolidated income statement (page
147). Includes the underlying operating
profit of our businesses as well as one-off
items and gains or losses on disposals of
assets
£5m
£64m
Profit before tax
(PBT)*
Total profit from continuing operations
before taxation
£247m
£57m
Co-operative Group Limited
Annual Report and Accounts 2022
57
* PBT in the current year includes the profit on disposal of our petrol forecourts of £319m. In
the prior year PBT is stated after a one-off gain of £99m relating to the early settlement of
the Group Relief Creditor owed to the Co-operative Bank PLC.
Co-operative Group Limited
Annual Report and Accounts 2022
58
Risk management
Our
colleagues all share responsibility for identifying and responding to risk and making decisions that
fit with our Co-operative Values and Principles. Managing our risks well means we continue to create
value for our members and the communities that we serve. Our risk management framework gives
colleagues a clear way to identify and manage risks while keeping us within our risk appetite.
Our risk management framework
Governance
Our Board oversees our risk management framework
through the Risk and Audit Committee and regularly
considers the status of our Co-
op’s Risk Profile by
reviewing risk mitigation plans and responses to
emerging risks.
We manage our principal risks and responses through
our Operating Board with the support of the Business
Risk and Assurance Committee. The Operating Board is
made up from our senior leaders and decision makers,
collaborating on decisions and actions needed to run
our business effectively.
Risk appetite
Our risk tolerance is determined for our Co-op as a
whole and by risk category.
Senior leaders take decisions in line with our risk
appetite.
Policies and control standards
Risks across our businesses fit into our key risk
categories. Policies, standards and procedures guide
colleagues, setting out our risk appetite and the
minimum expectations for minimising the impact of
key risks.
Each risk category owner is a senior leader with the
expertise to understand what’s expected and
to regularly
monitor progress against those risks.
Roles and responsibilities
Our Co-op uses a three line model to manage risk.
First line - frontline colleagues, managers and leaders
manage risk as part of their day-to-day activities and
escalate where issues occur.
Second line
our risk functions provide advice and
oversight to help the frontline manage risk within our risk
appetite.
Third line
our internal audit team provides independent
assurance and challenge.
Our approach to risk
We use a four-step approach to help our leaders and
colleagues recognise and manage risk within our risk
appetite. This is supported by our risk management
processes and tools.
Identify
We identify and regularly review the key risks that
could impact our business by using our experience,
judgement, policies and standards and by
considering
the external changing environment.
Assess
We assess the likelihood and impact of the risks we
identify relative to our risk appetite and the controls
we have in place. We consider the financial,
reputational, strategic and operational implications
for our Co-op.
Manage & Control
Our Board, Executive and senior leaders oversee
and manage the risks to our business by ensuring
that appropriate response plans and resources are
in place.
Monitor & Report
We regularly review risk and other management
information, to understand if our exposure to risk is
changing and will act where needed.
Reports are regularly provided to our governance
committees to help monitor our risks.
Read more about
Our principal risks and uncertainties on pages 61
65
.
Co-operative Group Limited
Annual Report and Accounts 2022
59
Our risk governance
Our Board reviews our position against risk appetite, the
principal risks to our business and monitors
management’s action plans. In 2022, the Risk and Audit
Committee (RAC), our Operating Board and the Business
Risk and Assurance Committee (BRAC) met regularly to
look at the risks affecting our Co-op and have scrutinised
the principal risks and the activity undertaken by
management to mitigate these. The BRAC considers both
our principal risks and any emerging risks that may affect
the achievement of our strategy. As part of our annual
planning exercise, we reflect any changes to our strategy
in our risk profile. This includes:
Regularly reviewing our position against our risk
appetite and taking appropriate actions where
needed.
Assessing the impact and likelihood of each principal
risk and management’s progress in delivering agreed
response plans.
Considering the impact of emerging risks and external
events, and revising the principal risks as required.
Evaluating our current and target risk position.
Monitoring corrective action when things go wrong.
Members of the senior management team are individually
responsible for managing the principal risks and mitigating
those risks with the support of the appropriate senior
leaders.
Nominated leaders from the Operating Board and senior
leaders drawn from each business unit and key support
function form the Business Risk and Assurance
Committee (BRAC). This committee has responsibility for
monitoring the delivery of plans, assessing emerging risks
and, when required, challenging action taken to keep us
within risk appetite.
Read more about
Our principal risks and uncertainties on pages 61 - 65.
Our risk appetite
In setting our strategy and medium-term business
goals, we consider the degree of risk we are willing to
accept to achieve those goals. We refer to this as our
‘risk appetite’. The level of risk we’re willing to accept
will vary depending on the type of risk.
Our risk appetite is set by the Board and reviewed
periodically or when there are significant changes
affecting our business.
Our risk appetite statements are used as the basis for
reporting on both qualitative and quantitative criteria,
which help us assess our position against our risk
appetite.
The Operating Board and senior leaders put into practice
monitoring processes to make business decisions,
ensuring that we operate within our risk appetite, taking
corrective action where needed. We regularly report to
the Business Risk and Assurance and Risk and Audit
Committees on our position compared to our agreed risk
appetite.
We make assessments against the following
categories of risk:
Strategic and business
We are open to taking some risks to achieve our
strategic objectives, provided we do so in a
responsible way that contributes to the growth and
sustainability of our Co-op; and in a way that will
create value for our members, communities and
colleagues.
Financial
and treasury
We adopt a prudent financial approach and avoid
risks that would undermine our Co-
op’s financial
viability.
Operational and customer
Our processes, systems and ways of working must
meet the needs of our stakeholders with minimum
disruption.
Regulation and compliance
We aim to always comply with the laws and
regulations that govern our business.
Brand and reputation
Co-operative Values and Principles are at the centre
of our approach to business and how we engage with
our stakeholders. We balance the level of risk we take
in our business decisions with our ethical values.
Co-operative Group Limited
Annual Report and Accounts 2022
60
Principal Risks
Our principal risks are approved by our Board and detail the
risk exposures that pose the greatest potential threat to our
Co-op. Our principal risks are set out in the table below. In
addition to our principal risks, there may be risks that are not
known to us or some we may consider not to pose a material
threat to our Co-op.
How our principal risks developed in 2022
Over the course of 2022 and into 2023, changes in the macro-
economic environment that we operate in has created
uncertainty and has worsened due to the war in Ukraine. The
impacts of this span several of our principal risks. The principal
risks most impacted are:
Competitiveness and External Environment:
Increases in the
cost of living have impacted the finances of our members and
customers, as they seek out value and adapt their shopping
habits.
People:
Continued buoyancy in the jobs market makes it
increasingly important to provide an attractive proposition to
attract and retain talent. We remain committed to ensuring a
fairer workplace for all our colleagues and continue to
champion diversity, inclusion and equity across our Co-op.
Supply Chain and Operational Resilience:
Challenges remain
within the supply chain in terms of supplier capacity and with
some of the still unresolved issues following our exit from the
single market and customs union.
Environment and Sustainability
The urgency to address climate
change and sustainability remains. The current geo-political
and economic circumstances have served to heighten the
challenges ahead and have the potential to impact our ability to
meet our climate commitments over the long term.
Changes to the Principal Risks
In light of the ongoing economic uncertainties, we have
broadened our risk relating to Pension Obligations to cover
more general risks on Liquidity and Funding. In our viability
statement on page 123, our directors have concluded that the
business will have sufficient funds for the period to 31
December 2025.
Regulatory Landscape
The various businesses within our Co-op are each affected in
different ways by changes in regulation. We continuously
monitor planned changes to regulation and adapt to meet new
requirements.
The Department for Business, Energy and Industrial Strategy
(BEIS) has published the Government's response to the white
paper:
‘Restoring trust in audit and corporate governance’. The
proposals will affect how we assess our controls and the basis
for that assessment. We have a programme of work in place to
prepare for the expected changes and their subsequent
implementation, which will ensure we comply with the
requirements that are set out.
In our accounting and reporting,
we’ve adopted IFRS17 –
Insurance Contracts
from January 2023, which will apply to all
pre-paid funeral plans.
In our Food business
we are continuing our work to respond
to changing regulations such as the deposit return scheme in
Scotland, which will come into force from August 2023.
Co-op Funeral Plans Limited
was approved to sell pre-paid
funeral plans by the Financial Conduct Authority on 29 July
2022. Prior to this, we reviewed our structures, processes and
culture to comply with the newly introduced regulatory
requirements for the industry.
Looking ahead, the Financial Conduct Authority intends to set
out new rules on consumer duty, which will also apply to the
financial products and services we sell through our business,
and come into effect from the end of July 2023. They are
anticipated to have the greatest impact on the areas of
consumer understanding and consumer support.
Co-operative Group Limited
Annual Report and Accounts 2022
61
Change
V
Risk Category:
Strategic and Business
2022 Risk Trend:
Stable
Risk description:
We will make changes to the way we operate through our Three-Year Plan. If our plans are not delivered in an effective way, we will
not be able to see the benefits of our change programmes.
Reason for the risk
How we manage it
What has changed
What we plan to do
-
Number and complexity of change
programmes
-
Available resources and capacity
for change
-
Complex dependencies between
change programmes
-
Cost of change
-
Ensure oversight for
transformation activity has
appropriate governance and
controls
-
Approach to change ensures
colleague impact is considered
and effectively managed, and that
changes are fully embedded
without disruption. Long-term
year planning assesses and
prioritises transformation choices
and investment decisions against
delivery of our strategic objectives
-
Improved management and
strengthening of governance
around our Co-
op’s change
agenda, including capacity to
deliver change
-
Effective prioritisation of
investment in change activity is
pivotal to ensuring we focus on
what has the most material impact
and benefit in delivering our
Vision and strategy
-
Embed a more tailored approach
to deliver change, to manage risk
and ensure the delivery of target
outcomes in a fast moving and
changeable macro-environment,
whilst adhering to our new end-to-
end change governance
procedures
-
Continue to improve alignment
between our governance
structures with our risk
management approach
-
Continue to realise the benefits
from our investment in new SAP
software solutions - improved
ranging, stockholding, demand
forecasting and availability in our
stores
Competitiveness and External
Environment
V
Risk Category:
Strategic and Business
2022 Risk Trend:
Increased
Risk description:
The competitive and economic landscape in which we operate means that we need to monitor our growth targets, propositions and
competitor behaviour to remain viable and innovative.
Reason for the risk
What we do
What has changed
What we plan to do
-
New entrants and market
competition
-
Innovation and market disruption
-
Ongoing pandemic implications
-
Cost pressures
-
Market factors, such as the rising
cost of living and inflation
-
Inefficiencies in our operations
-
Macro-economic and supply chain
issues relating to the war in
Ukraine and ongoing market
challenges
-
Changes to regulation and
Government policy
-
Structural changes to the
economy post-exit from the single
market and customs union
transition
-
Social and political uncertainty
-
Strategic planning and financial
planning
-
Risk and opportunity
management, including financial
forecasting
-
Annual planning refresh with
regular reporting and analysis
-
Undertake market share,
customer behaviour and
competitor analysis
-
Sales monitoring and reporting
-
Horizon scanning process and
frequent assessment of external
conditions
-
Agile promotions and marketing
responses
-
Extensive due diligence for all
acquisition activity
-
Engagement with Government
and industry working groups
-
Economic conditions continue to
severely impact real income for
UK households, as well as
significantly increasing our costs,
leading many consumers to seek
out value
-
Changes in consumer behaviours
and expectations, with greater
participation in online and local
shopping, with signs that, whilst
these are softening, strong
preferences will remain
-
Established scenario planning in
place, looking at external factors
to support our strategic planning
-
We continue to focus on
delivering compelling propositions
across all our businesses:
-
Develop our strategies to meet
evolving consumer and market
trends, such as the recent
development and launch of our
Food ‘Pure Convenience’ strategy
in H2 2022
-
Deliver our transformation agenda
and realise our digital capability
potential
-
Evolve our strategic planning
process
investing in the right
strategic initiatives in the most
commercially sustainable way
-
Evolve our strategies in light of
changing regulatory or
Government policy
Principal risks and uncertainties
V
Considered in our viability assessment, see pages 123 - 124 for further details.
Co-operative Group Limited
Annual Report and Accounts 2022
62
Brand and Reputation
Risk Category:
Brand and Reputation
2022 Risk Trend:
Stable
Risk description:
Our Co-
op Purpose of ‘championing a better way of doing business’ leads us to consider wider social and ethical impacts within our
decision making, so that we can be a commercially successful and sustainable Co-op, whilst reflecting our founding Values and Principles.
Reason for the risk
What we do
What has changed
What we plan to do
-
Delivering our Vision of
‘Co
-
operating for a Fairer World’
-
Expectations of our members,
communities and the customers
we serve to deliver positive social
impact
-
Running our businesses in
accordance with the principles set
out by the International Co-
operative Alliance (ICA)
-
Sustained use of third-party
partners to deliver Co-op branded
products and services
-
Report on our ethical priorities
and sustainability progress
through our Co-operate Report,
charting our responsible business
performance and progress
-
Report our progress to all
audiences twice yearly against
both commercial strategy and
delivery of Vision in our Interim
and Annual reports
-
Apply our Ethical Decision Making
Tool to inform our key business
activities and help make better
decisions on behalf of our
members
-
Campaign in line with our Vision
of
‘Co
-operating for a Fairer
World’
on the issues which matter
most to our members and the
communities in which they live
-
Continued to fully support our
members and their communities
through the after-effects of the
pandemic and also into the cost
of living crisis
-
Progressed our Vision of
‘Co
-
operating for a Fairer World’
with
financial wellbeing forming a key
part, for our members, colleagues
and our communities
-
Invested £12m in payments on to
colleague membership cards and
made a 30% discount available
on Co-op branded products
-
Continued to promote new,
relevant partnerships e.g. Your
Local Pantry; and initiatives such
as Warm Spaces funding boost
-
Launched a new colleague fertility
treatment policy and relaunched
our menopause policy
-
Continue to progress our Vision
of
‘Co
-operating for a Fairer
World’
and continue to support
members, colleagues and
customers through the cost of
living crisis
-
Establish a new charity
partnership and continue to
deliver on commitments with
other charity partners
-
Focus on the security and
commercial viability of our
business so that we can continue
to offer valuable support into the
future
Funding and Liquidity
V
Risk Category:
Finance and Treasury
2022 Risk Trend:
Stable
Risk description:
The Group relies on a combination of external funding and cashflow generation to run its businesses. Any deterioration in economic
conditions may require our Co-op to take mitigating action to ensure adequate funding and cashflows. Such mitigation could include reducing or delaying
capital expenditure, eliminating discretionary costs and / or disposal of non-core assets.
Reason for the risk
What we do
What has changed
What we plan to do
-
Changes in economic
environment and outlook
-
Movements in market prices
-
Changes to regulatory tax and
tariff regimes
-
Board approved Treasury policy
in place, which is actively
monitored through our Treasury
Committee
-
Regular reviews are conducted
by the Board covering debt
facilities and liquidity headroom
to ensure adequate capacity to
cover future funding
requirements
-
Strategic plans supported by
scenario planning
-
Hedging to minimise impacts of
interest rate and commodity
movements
-
Significant reduction in net debt
during 2022 and thus material
increase in resulting group
liquidity
-
Ongoing focus on reducing
unnecessary expenditure
-
Refinance our debt facilities
ahead of any debt maturities to
ensure we maintain adequate
liquidity headroom to cover the
future operations of the business
Technology and Cyber Threats
V
Risk Category:
Operational
2022 Risk Trend:
Stable
Risk description:
We hold data on our members, colleagues, customers and partners. We are reliant on technology to deliver our business operations
so theft of data or a cyber attack could significantly disrupt our operations.
Reason for the risk
What we do
What has changed
What we plan to do
-
Custody of valuable data
-
Reliance on technology
-
Sophisticated and diverse cyber
threat landscape
-
Data privacy and data protection
regulations
-
Colleague, member and customer
confidence
-
Processing data through third
parties
-
Protect information owned or
managed by our Co-op
-
Protection of services that our
Co-op delivers to our members
and customers
-
Provide 24/7 security operations
capability with embedded
information security controls
-
24-hour threat and security event
monitoring and response
capability
-
Patch management and
penetration testing
-
Supplier security due diligence
and assurance, and regular
testing for security weaknesses
-
Share best practice and foster a
strong information security culture
-
Improved remote working
experience with Windows 10 and
Office 365
-
Improved system security controls
through Microsoft security toolsets
-
Improved protection from external
cyber threats
-
Enhanced end user computer
protection capabilities
-
Matured our Security Scorecard
technology to monitor third party
security posture
-
Increased boundary controls to
reduce external threats
-
Increased our Public Key
Infrastructure (PKI) capability
-
Further matured our Identity
solutions
-
External maturity assessment
performed to quantity our risk
appetite position
-
Extend cloud security further with
additional controls over cloud
application security
-
Improve our data loss prevention
controls through a better
Information Protection &
Governance programme of work
-
Continue to mature our Identity &
Access Management controls
-
Refresh our intruder prevention
capability
-
Improve our boundary through
enhanced firewall strategy
Co-operative Group Limited
Annual Report and Accounts 2022
63
People
Risk Category:
Operational
2022 Risk Trend:
Increased
Risk description:
Our ability to attract and retain colleagues with relevant skills and experience while fostering a diverse and fairer workplace is
important to achieving a strong, competitive Co-op. If we do not continue to recruit talent and invest in our colleagues, then it may impact our operations
and our ability to deliver on our strategic plans.
Reason for the risk
What we do
What has changed
What we plan to do
-
Ineffective selection and
assessment processes
-
Talent attraction
-
Need for greater diversity
-
Increased demand for talent and
reduced supply
-
Pre-employment screening,
culture fit assessment and
induction for new hires
-
Ongoing training for all leaders
and managers, including diversity
and inclusion leadership
behavioural training
-
Colleague performance review,
engagement and recognition
-
Talent management review
-
Pay and reward packages are
reviewed regularly to ensure they
remain competitive and fair
-
Operate a hybrid working policy
which gives more choice over
how, when and where our
colleagues work best to balance
the bus
iness’ and colleagues’
needs
-
Launch of a wellbeing hub with
access to tools and resources to
support and encourage a healthy
and happy work life balance
-
Advancing Diverse Talent
Programme
-
Revised salary management and
benchmarking
-
External context remains
challenging with labour shortages
compounded by high inflation and
a cost of living crisis
-
Embed our leadership and
capabilities framework
-
Review our future talent strategy
and invest in our frontline
colleagues
-
Maintain an inclusive culture and
continue to develop robust
indicators to measure inclusion,
as we increase awareness and
insight among leaders
-
Inclusive hiring training for all
hiring managers
-
Focus on improvements to
colleague experience to reduce
colleague turnover
Misuse and/or Loss of Personal Data
Risk Category:
Operational
2022 Risk Trend:
Stable
Risk description:
We hold personal information of our members, colleagues and customers. We need to make sure we protect and manage this
responsibly.
Reason for the risk
What we do
What has changed
What we plan to do
-
Member, colleague and customer
confidence
-
Data privacy and data protection
regulations
-
Information processed on our
behalf by third parties
-
Dedicated data protection, data
management and information
security teams provide challenge,
guidance and oversight
-
Role specific training and
awareness to manage data
protection risks and promote
ethical data usage
-
Data protection impact
assessments for new/changes to
existing systems, processes or
business activities
-
Strategic relationship with
Government bodies and third
parties
-
Increased accountability through
enriched records of data
processing activity
-
Further improvements to our data
governance, reporting, monitoring
and oversight
-
Co-op-wide repeatable assurance
plan in place
-
Embedded third party supplier
data protection risk management
-
Responded to Government
consultation on proposed UK data
reforms
-
Further embed assurance activity
over key data protection controls
-
Evaluate materiality and practical
implications to our Co-op of key
proposed changes to data
protection related regulation and
standards
-
Enhance suite of reporting to
include trend analysis, risk
metrics and emerging risks
-
Drive increased ownership and
accountability for personal data to
ensure an appropriate level of
data protection risk and
compliance
Health & Safety and Security
Risk Category:
Operational
2022 Risk Trend:
Stable
Risk description:
Faced with a rise in violent and abusive crime and busy retail environments, we need processes in place to protect our colleagues,
members, customers and visitors to our premises.
Reason for the risk
What we do
What has changed
What we plan to do
-
Keeping colleagues, members,
customers and visitors to our sites
safe
-
UK health & safety legislation
-
Complexity of our business
-
Co-op Health and Safety
Governance Framework and
Financial Crime & Security
Frameworks in place
-
Co-op Minimum Safety
Standards
-
Oversight by second line safety
and security teams
-
Assurance of safety and security
data and compliance with
standards across Co-op
-
Embedded Co-op Minimum
Safety Standards and Pan Co-op
Assurance Activity on key areas
including Covid-19 controls
-
Wider focus on occupational
health and wellbeing
-
System and relationship
enhancements to provide better
intelligence sharing with police
forces and other stakeholders
-
Working with partners to enhance
security of our premises and
people
-
Established ways of working with
communities to better identify
prolific offenders and respond
-
Ongoing review to ensure we
meet our safety standards
-
Further safety and crime data
enhancements to develop current
system intelligence
-
Work with colleagues on
wellbeing initiatives across Co-op
-
Build on external crime and safety
partnerships
-
Continue the ‘Safer Colleagues,
Safer Communities’ campaign 
-
Ensure that security initiatives are
in place across our Co-op
Co-operative Group Limited
Annual Report and Accounts 2022
64
Supply Chain and Operational Resilience
Risk Category:
Operational
2022 Risk Trend:
Increased
Risk description:
If we are unable to prevent, adapt or respond to a major failure or external event to a key part of our business or supply chain, it could
significantly affect the availability and quality of products and services delivered to our members, colleagues, customers and partners.
Reason for the risk
What we do
What has changed
What we plan to do
-
Unpredictable external events like
severe weather, pandemics and
significant geo-political events
-
Efficiency of logistics network
process, infrastructure and
resource capacity
-
Post-exit from the single market
and customs union, structural
changes to the economy, trade
deals and national infrastructure
-
Supplier capacity and
preparedness for cross border
processes
-
Variability in customer and
network demand leading to supply
pressures and service instability
-
Established business disruption
planning and testing, including
incident management processes 
-
Regular disaster recovery testing
and review of IT service levels to
ensure resilience to external
sources of disruption
-
Regular review of pay rates for
our driver and warehouse
colleagues
-
Engagement with industry
working groups, Government and
information exchanges to support
joint responses with key
stakeholders
-
Maintain post-exit from the single
market and customs union
governance and oversight during
the standstill of the Northern
Ireland protocol, ready to respond
to changes
-
We expanded our network
capacity to support our Food
business with a new depot in
Biggleswade
-
Worked closely with our suppliers
and partners following the
Russian invasion of Ukraine,
mitigating impacts with shortages
of certain raw materials and
disrupted energy supplies
-
Building on successful delivery of
our multi-year Retail Business
Transformation programme, with
rollout of SAP to our franchise
operations
-
‘Best Ways’ programme has
delivered consistent standards
across our Funeralcare business
-
Delivery of next waves of
Funeralcare’s core system
transformation programme to
support greater resilience
Ongoing strategic review of our
network to meet future demands
-
Focus on retention and attraction
in our supply chain and logistics
operations
Regulatory Compliance
Risk Category:
Regulatory Compliance
2022 Risk Trend:
Stable
Risk description:
Our Co-op is subject to laws and regulations across its businesses. Failure to respond to changes in regulations or stay compliant
could affect profitability, our reputation (through fines and sanctions from our regulators) and our licence to operate.
Reason for the risk
What we do
What has changed
What we plan to do
-
New and updated laws and
regulations
-
Our businesses provide financial
and legal products and services
regulated by the Financial
Conduct Authority and the
Solicitors Regulation Authority
-
Codes and regulations that apply
to our Food business including
the Groceries Supply Code of
Practice (GSCOP), product safety
regulations etc.
-
Continued horizon scanning for
emerging changes on the
regulatory landscape, feeding into
consultations where applicable
-
Colleagues with expertise in
financial services (including FCA
approved senior managers)
-
Regulatory compliant controls and
procedures for financial and legal
product and services businesses
-
Processes and charter in place to
engage with suppliers and remain
compliant with GSCOP
-
Established risk and compliance
teams in our regulated
businesses
-
Mandatory regulatory/legislative
training for relevant colleagues
-
Regular compliance monitoring
and review undertaken at senior
governance committees
-
Implemented operational
processes and controls to deliver
against new High Fat Sugar &
Salt regulations for England
across applicable Food stores
-
Competition and Markets
Authority introduced new legal
obligations for funeral directors
following its market investigation
into the sector
-
FCA regulation of funeral plans
commenced on 29 July 2022
-
Imports from the EU and exports
to Northern Ireland, remain
subject to current standstill
arrangements
-
Enhance cross functional review
and monitoring of regulatory
landscape to track compliance to
these and delivery plans
-
Ensure readiness for the Scottish
deposit return scheme legislation
and preparedness for other key
regulatory changes
-
Strengthen compliance framework
in response to increasing
regulatory requirements for our
businesses
-
Maintain compliance with the new
funeral plan regulatory regime
-
Comply with the new rules
planned by the Financial Conduct
Authority on consumer duty
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65
Pre-need Funeral Plan Obligations
V
Risk Category:
Finance and Treasury
2022 Risk Trend:
Stable
Risk description:
The measurement of our pre-paid funeral plan obligations is sensitive to changes in several factors. Adverse movements could result in
lower than expected funds being available and the business receiving a lower amount for each funeral, or result in individual contracts becoming onerous.
Reason for the risk
What we do
What has changed
What we plan to do
-
Changes in the cost of providing a
funeral or expected inflation on
funeral costs
-
Underperformance of assets held
to meet funeral requirements
-
Changes in long-term interest rates
-
Most funds are invested in whole
of life insurance policies with
guaranteed minimum returns
-
Regular stress testing, actuarial
modelling and monitoring of risk
positions versus risk appetite
-
Annual assessment of key
assumptions and annual actuarial
valuation by external actuaries
-
Monitoring and oversight by a
senior committee of specialists,
business leaders and advisers
-
Monitoring of Financial Conduct
Authority (FCA) reporting
requirements (Core Capital,
Liquidity and General
Solvency/Capital Adequacy)
-
-
Over the short term, inflationary
pressures may cause the future
cost of fulfilling a funeral to grow at
a rate that is higher than the assets
we hold. Covering this cost will
weaken our actuarial funding
position. We do not expect high
levels of inflation to last beyond the
short term and we anticipate the
funding position to improve
thereafter
-
Throughout 2022, the return
expected on Government bonds
and therefore our wider asset
portfolio increased as a result of
political and market changes,
which results in higher asset return
expectations in the future vs our
2021 view
- Our funeral plans business was
authorised by the Financial
Conduct Authority in July 2022
- The introduction of a new
accounting standard (IFRS17) will
affect the Core Capital metric and
will be monitored closely
-
Regular review and improvement
of the methodology and
assumptions used in our
actuarial models
-
Ongoing monitoring of the
required levels of funding and
FCA metrics
Environment and Sustainability
Risk Category:
Strategic and Business
2022 Risk Trend:
Increased
Risk description:
The way we choose to run our business operations and the products and services we provide has both social and environmental
impacts, affecting the future of our planet. Running our business in a sustainable manner is essential to Co-
op’s commercial success, to being climate
resilient and to transition to a greener and fairer economy.
Reason for the risk
-
Changing regulations and UK
Government targets / policies
-
UK commitment to the 2015 Paris
Agreement and to be net zero by
2050
-
Increasingly competitive
environment on sustainability as
organisations move from aspiration
to implementation to meet agreed
targets
-
Climate change and sustainability
impacts on food sources; materials
we use in our business; livelihoods
and economic growth
-
Government plans for a transition
to a greener and fairer economy
-
Living up to Co-operative Values
and Principles
-
Increased awareness and
changing attitudes of members,
customers, suppliers and partners
What we do
-
Signatory to:
-
The WWF Retailer
Commitment to Nature (the
Basket) to halve the
environmental impact of UK
shopping baskets by 2030
-
Courtauld Commitment 2030
to reduce food waste and cut
carbon
-
British Retail Consortium
Climate Roadmap
-
Science-based targets to
reduce direct and indirect
greenhouse gas (GHG)
emissions
-
Meet our commitments and targets
across a broad range of material
issues: plastics and packaging;
biodiversity and responsible
sourcing; human rights; Fairtrade
and ethical trade
-
Produce our annual Co-operate
report
-
Have a clear plan to reach net zero
by 2040, ahead of the
Government’s target, supported by
sustainability strategies for our
core businesses
What has changed
-
Changes in the broader economic
and geo-political environment,
along with increasing
environmental regulation and
associated costs, mean that the
resources and investment required
to meet our commitment to being
net zero by 2040 (ahead of the
Government’s
target of 2050) are
more challenging than originally
anticipated
-
Launched our Water Security for
People and Planet report
-
Alongside other members of the
WWF Retailer Commitment for
Nature, we asked suppliers to take
action to set ambitious science
based GHG reduction targets and
report on progress
-
As members of the IGD
workstream working on the
development of a harmonised
environment label, we supported a
virtual reality trial of the label over
the summer
-
We also see increased public
scrutiny by NGOs of business
action on sustainability and calls to
support joint advocacy asks of
Government
What we plan to do
-
Continue to strengthen our pan-
Co-op governance and future
reporting to drive our
sustainability plan, while
leveraging synergies across
businesses and ensuring we
have sufficient resource within
our Co-op to deliver on
our public commitments
-
Continue implementing carbon
reduction strategies to deliver
GHG reductions and set new
science-based GHG reduction
targets aligned to 1.5 degrees to
2030, in line with industry best
practice
-
Establish a new supplier
engagement programme to set
clear direction on the actions
needed to support our
sustainability objectives;
progress against these and
challenges that we need to work
on. Embed resulting actions in
joint business plans with key
suppliers
-
Changing policy and legislative
landscapes will be factored into
our sustainability strategy and
plans
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Annual Report and Accounts 2022
66
Governance reports
Board biographies
Allan Leighton
Chair
Appointed as Independent Chair in February 2015.
Committee membership
Nominations Committee (Chair).
Skills and experience
Allan has held many high-profile roles, including Chief Executive of Asda from 1996 to 2000,
Non-Executive Chairman of Royal Mail from 2002 to 2009 and Chair of Canal and River
Trust from 2014 to 2022. Allan is currently the Chairman of Northern Bloc Ice Cream, C&A
AG, Simba Sleep Limited, Em TopCo Limited, The AllBright Group Limited, PizzaExpress
and BrewDog PLC. Allan is also a Non-Executive Director of Going Plural Limited and
BrewDog Employee Benefit Trust Limited.
Shirine Khoury-Haq
Chief Executive Officer
Appointed as CEO in August 2022 (Interim CEO from March 2022).
Skills and experience
Shirine joined the Co-op Executive and Board in August 2019, originally as our Chief
Financial Officer and Chief Executive Officer of Life Services. Shirine is a Non-Executive
Director of Persimmon Public Limited Company.
Before joining us, Shirine was Chief Operating Officer for the Lloyd’s insurance market,
which comprised of more than 50 leading insurance companies operating with over 200
Lloyd’s brokers. Her remit included global operations, business transformation, data,
information technology and corporate real estate. She also led
the modernisation programme for the wider London insurance industry.
In addition to holding senior positions at IBM, McDonald
s and insurer Catlin Group, Shirine
has worked in a number of regulated sectors in the UK and overseas including retail, IT,
pharmaceuticals and consumer goods. She was also a Non-Executive Director of the Post
Office.
Shirine holds an MBA from Ohio State University and is a US Certified Public Accountant.
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Kate Allum
Member Nominated Director
Elected as a Member Nominated Director in May 2021.
Committee membership
Nominations Committee.
Remuneration Committee (appointed 18 January 2023).
Skills and experience
Kate has extensive experience at Board level, holding a variety of senior executive and non-
executive leadership roles in the commercial sector, across a wide variety of
companies, cultures and countries.
Kate is currently the Chair of Court for the University of the West of Scotland and
Anpario PLC. She also sits on the Board of Eurocell PLC, Ballater (RD) Limited, Thrive
Ballater Limited
and of the Universities and Colleges Employers’ Association
(UCEA).
Prior to Kate’s election to
our Co-op, she was Chief Executive of Cedo Limited and First Milk
Limited.
Lord Victor Adebowale, CBE
Independent Non-Executive Director
Appointed as an Independent Non-Executive Director in April 2016.
Committee membership
Risk and Audit Committee.
Nominations Committee (appointed 28 March 2023).
Skills and experience
Victor has been involved in a number of independent commissions advising governments on
mental health; learning disabilities; the role of the voluntary sector; youth crime prevention;
policing and stop & search; policing and mental health; housing policy; the future of public
services and employment/skills and race and equalities; social finance/investment.
He is currently Founding Chair of Collaborate CIC; Director Leadership in Mind Ltd; Chair of
the NHS Confederation; Chair of Social Enterprise UK; Co-founder and Chair of
Visionable.com; a visiting professor of social policy at University of Lincoln and Patron of the
Art House, Wakefield.
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68
Victor has a Masters in Advanced Organisational Consulting from City University and The
Tavistock Institute.
Simon Burke
Independent Non-Executive Director
Appointed as an Independent Non-Executive Director in November 2014.
Committee membership
Risk and Audit Committee (Chair).
Nominations Committee.
Skills and experience
Simon was previously an Independent Non-
Executive Director for the Group’s subsidiary,
Co-operative Food Holdings Limited. He was appointed Chair of the Group Risk and Audit
Committee on 25 June 2015.
Simon is a Chartered Accountant and is currently Chair of Bakkavor Group PLC, The Light
Cinemas (Holdings) Limited and Blue Diamond Limited. He is also a Trustee of the Charlotte
Fraser Foundation. Simon was previously Chair of Majestic Wine, BathStore and Hobbycraft,
and CEO for Virgin Retail, Virgin Cinemas and Virgin Entertainment Group.
Simon will step down from the Board on 30 April 2023.
Margaret Casely-Hayford, CBE
Member Nominated Director
Elected as a Member Nominated Director in May 2016. Last re-elected in 2020.
Committee membership
Remuneration Committee.
Nominations Committee.
Skills and experience
Margaret is a qualified lawyer of over 30 years standing, was the Director of Legal Services
for the John Lewis Partnership for nine years and on the Board of the British Retail
Consortium for four years to 2014. During her term on the Board of NHS England, she was
one of the directors who promoted and championed ’NHS Citizen’
: a new listening structure
for the NHS that enabled proper consultation and collaboration.
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Annual Report and Accounts 2022
69
Margaret is currently Chancellor of the University of Coventry; a member of the Institute of
Directors’ Governance Advisory Board
;
Chair of Shakespeare’s Globe Theatre
; an adviser to
a number of social enterprises including the Better Business Initiative and is a champion of
diversity, equity and inclusion.
Paul Chandler
Member Nominated Director
Elected as a Member Nominated Director in May 2015. Last re-elected in 2022.
Committee membership
Risk and Audit Committee.
Skills and experience
Paul was the Chief Executive of Traidcraft from 2001 to 2013, President of the European Fair
Trade Association from 2005 to 2012, and a director of Shared Interest from 2013 to 2022.
Drawing on his Fairtrade experience and early career at Barclays Bank, he is now focusing
on promoting responsible practices in business, alongside a portfolio of charity and community
focused roles. Paul is a director of CBF Funds Trustee Limited, Chair of the Durham Cathedral
Council and a Director of North East Ambulance Service. He is also the Vice Chair, Treasurer
and a
Fellow of St Chad’s College in Durham University
, a Trustee of the Bible Society and a
director of the Fairtrade Advocacy Office in Brussels.
Sir Christopher Kelly
Senior Independent Non-Executive Director
Appointed as a Senior Independent Non-Executive Director in November 2014.
Committee membership
Remuneration Committee.
Nominations Committee.
Skills and experience
Chris chaired our Co-
op’s independent review which considered the events leading up to
the re
-capitalisation plan for The Co-operative Bank PLC in 2013. He is currently Chair of the
Oversight Board of the Office for Budget Responsibility and Chair of Co-op Insurance
Services Limited. Previous roles include chairing the King
s Fund (the health and social care
think tank), the Committee on Standards in Public Life, the Financial Ombudsman Service,
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Annual Report and Accounts 2022
70
the Responsible Gambling Strategy Board and the NSPCC. For many years, he was a
senior public servant, mostly in HM Treasury, but latterly as Permanent Secretary of the
Department of Health.
Sarah McCarthy-Fry
Member Nominated Director
Elected as a Member Nominated Director in May 2019. Last re-elected in 2022.
Committee membership
Risk and Audit Committee.
Skills and experience
As a committed co-operator for over 25 years, Sarah has previously served as a local
Councillor and as a Labour and Co-operative MP, representing Portsmouth North. As a
Government Minister in HM Treasury, Sarah was responsible for personal savings policy
and financial inclusion including Credit Unions. As Schools Minister, she led the
development of apprenticeships policy and partnerships with Business and Schools.
She is a former Finance Director at GKN Aerospace, a global engineering company and a
former Chair of the Employment and Skills Board for the Solent Local Enterprise
Partnership. Sarah is a Trustee and Treasurer of the Parliamentary Outreach Trust.
Rahul Powar
Independent Non-Executive Director
Appointed as Independent Non-Executive Director in July 2018.
Committee membership
Remuneration Committee.
Skills and experience
Rahul is the founder and Chief Executive of Redsift, an organisation that provides an open
platform delivering products that prevent cyber
attacks. Prior to
Redsift, he
founded Apsmart, which was acquired by Thomson Reuters Corporation in 2012. At
Thomson Reuters, he served as the Head of Advanced Products & Innovation. In a previous
life, he was part of the founding team and principal technical architect of Shazam. Before the
launch of the iTunes AppStore, he envisioned and created the first Shazam iPhone App.
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Annual Report and Accounts 2022
71
Stevie Spring, CBE
Independent Non-Executive Director
Appointed as an Independent Non-Executive Director in June 2015.
Committee membership
Chairman of the Remuneration Committee.
Skills and experience
Stevie has broad executive and non-executive experience across the private, public and not-
for-profit sector. She was previously CEO of Clear
Channel, the world’s largest out of
home
company; and of Future PLC, an international media company, where she led its digital
transformation. She has chaired organisations as diverse as Children in Need for the BBC
and The British Council for the Government.
Stevie’s
portfolio currently includes chairing Mind, the mental health charity; advising tech
scale ups Kino-mo and ITG; and serving on the EDI Board of Pladis. Stevie was named in
the Sunday Telegraph/Debrett
s
list of Britain’s
500 most influential people.
Executive biographies
Shirine Khoury-Haq
Chief Executive Officer
See Board biographies
Mike Hazell
Interim Chief Financial Officer
Mike was appointed Interim CFO in June 2022.
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Annual Report and Accounts 2022
72
Mike is a chartered accountant and an established CFO with over 25 years’ experience
across a number of industries including retail and consumer services. Mike held a number of
leadership roles at Debenhams over a period of 12 years, starting as Group Treasurer,
moving on to CFO and then, ultimately, CEO of the business. He trained at Pfizer before
spending time in the global dairy sector with Fonterra and media telco sector with Sky.
Mike is due to depart in June 2023 and will be replaced by Rachel Izzard, Chief Financial
Officer. Rachel has held a number of senior leadership and CFO positions, including IFA
Cargo, Aer Lingus, and most recently CFO at Manchester based retailer N Brown.
Dominic Kendal-Ward
Group Secretary and General Counsel
Dominic became Group Secretary and General Counsel in May 2022. He originally joined our
Co-op in 2017 as General Counsel of our insurance business. Over time, he took on a wider
role supporting our Life Services businesses and becoming Deputy Group Secretary. Dominic
qualified as a solicitor in 2006. Prior to joining our Co-op, Dominic spent 12 years at the
international law firm Linklaters, working for a wide variety of organisations on corporate
advice and transactions.
Biographical details for former members of our Executive can be found in our 2021 Annual
Report and Accounts, available here:
www.co-operative.coop/investors/reports
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Annual Report and Accounts 2022
73
Governance review
Chair’s overview
As I note in my Chair’s introduction, the events of the last year have been testing for us all.
As the UK’s largest consumer co
-op, we have and will continue to support our members,
colleagues, customers and communities through this challenging period. We recognise the
opportunity our Co-op has to make a meaningful difference.
Our members
Our governance structure is carefully constructed and unique. Membership is core to who
we are and central to our better way of doing business. Our members remain at the heart of
our thinking and decision making, and our Board continues to actively engage with our
members to gain their valuable thoughts and ideas.
Our National
Members’ Council, which is 100
-
strong, acts as our members’ representatives,
holding our Board to account for how the business performs and our commitment to Co-
operative Values and Principles.
Under Denise Scott-
McDonald’s leadership as President, we have continued to have a
healthy balance of support and challenge from our Council, who always show their passion
for our Co-op, our members and our colleagues. We value the engagement and
contributions made and thank the National
Members’ Council for its ongoing support and
challenge.
It was great to see many of our members at our 2022 AGM. We were pleased to welcome
those of our members who joined us in person and also those that took the opportunity to
join us online.
Plans for our 2023 AGM are already well underway and we will keep members updated via
our website at
www.co-operative.coop/agm
. The AGM notice, which includes more detail,
will also be displayed on the website. If you are an eligible member, keep an eye out for an
email or letter with more information.
Our Board and Executive
Let me firstly take this opportunity to thank Simon Burke who will be stepping down from our
Board
at the end of April 2023. Simon has made an outstanding contribution and
commitment to our Co-op during the past nine years, in his roles as a valued member of the
Board, Chair of our Risk and Audit Committee and previously in his role as a Director of our
principal subsidiary, Co-operative Food Holdings Limited.
As successor to Simon, we are delighted that Adrian Marsh will be joining our Board as our
new Risk and Audit Committee Chair. Adrian brings a wealth of knowledge and experience,
most recently from his role as Group Finance Director at DS Smith. Adrian is also a Non-
Executive Director and Chair of the Audit Committee of John Wood Group and previously
held senior finance positions at Tesco and AstraZeneca. We look forward to the experience,
contributions and value Adrian will bring to our Board.
We were also very pleased that both Paul Chandler and Sarah McCarthy-Fry were re-
elected as Member Nominated Directors (MNDs).
During the year,
our Board was pleased to appoint Shirine as permanent CEO. Shirine’s
proven leadership qualities, transformation experience and deep understanding of, and
passion for, our Co-op values will be key in steering us towards a commercially successful
and sustainable Co-op that continues to drive value for our members.
Under the leadership of Shirine, we have seen a reset of our internal governance framework
to better support the successful delivery of our strategy, protect our Co-op and ensure we
Co-operative Group Limited
Annual Report and Accounts 2022
74
remain resilient even through challenging times. This has included setting up of an Operating
Board made up of our most senior leaders. The Operating Board includes the members of
our Executive and is responsible for the day-to-day running of the organisation, the
realisation of our Vision and the implementation of our strategy.
Sustainability
Sustainability is a critical part of our future and is critical to our commitment to be ‘
Fairer to
the Planet’ –
one of the three pillars of our Vision of ‘
Co-operating for a Fairer World
’. We
have helped shape the debate and activities on environment, sustainability and climate
change for many years.
This will remain an overarching theme for us in 2023. We will continue to strengthen our
existing governance structures and processes, and are committed to identifying and
reporting on our climate related risks in line with the guidance published by The Department
for Business, Energy & Industrial Strategy. We will report on the recommendations of the
Task Force on Climate-Related Financial Disclosures in our Annual Report next year when
we look forward to further evidencing our long-standing commitments in this area.
Looking ahead
As we continue to navigate through the challenges we face, including energy costs, supply
chain cost inflation and the cost of living crisis, our Board will continue to focus on key
issues, challenge the Executive and collectively seek to make good decisions in line with our
Values and Principles and with the best interests of our members, colleagues, customers
and communities at the forefront.
Allan Leighton
Chair, The Co-op Group
About us
Our Purpose is championing a better way of doing business for you and your communities.
Co-operative Values and Principles are the cornerstone of everything we do. These Co-
operative Values and Principles are shared by many co-operatives around the world and are
included in the International Co-
operative Alliance’s Statement on Co
-operative Identity.
Our governance structure
Our governance structure is carefully constructed and is unique, based on ownership by our
members. It is defined in our Rules, which set out a number of formal ways in which our
Board, its committees and individual directors keep in touch with our Members’ Counc
il, its
committees and members.
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75
Our Board leads our Co-op and takes decisions at the highest level, so our Co-op is
successful in the long term. The decisions we take are what we believe to be in the best
interests of our members.
Our Board is supported by three committees. They have specific tasks which they carry out
on behalf of the Board, set out in their written terms of reference:
Our Risk and Audit Committee watches over Co-
op’s financial reporting and how well
we are managing risk. The report of our Risk and Audit Committee can be found on
pages 86 - 96.
Our Remuneration Committee ensures our senior leaders are fairly and appropriately
rewarded, taking into account wider pay policy across the Group. The report of our
Remuneration Committee can be found on pages 97 - 115.
Our Nominations Committee ensures we have the right Independent Non-Executive
Directors (INEDs) and Executive Directors in place and that the Board as a whole
works well. It also plans for our future Board, leads on INED and Executive Director
appointments and submits proposals to the Non-
Executive Directors’ Fees
Committee in respect of the remuneration of our Co-op Chair, INEDs and Member
Nominated Directors (MNDs). The report of our Nominations Committee can be
found on pages 116 - 120.
Our National
Members’ Council
- a democratically elected body of 100 of our members - acts
as our members
’ representative, holding our Board to account for how the business
performs. It also acts as a guardian of our Purpose and Co-operative Values and Principles.
Council highlights from 2022
can be found in your Council’s Annual Statement on page
s 131
- 136.
Our Directors, alongside Council members, also participate in a number of informal working
groups, such as the Stakeholder Working Group. Such forums, whilst not part of our formal
Board governance, allow for open discussion between our Board and Council. They help
make sure members’ views and needs are considered when making decisions. Further detail
can be found in our section on Stakeholder Engagement on page 139.
Our Board
At the date of this report, there are 11 directors on our Board. We have three categories of
directors: Executive Directors, INEDs and MNDs.
Allan Leighton is our Chair.
Sir Christopher Kelly is our Senior Independent Director (SID).
There are four other INEDs on our Board
Lord Victor Adebowale, Simon Burke,
Rahul Powar and Stevie Spring.
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76
There are four MNDs on our Board
Kate Allum, Margaret Casely-Hayford, Paul
Chandler and Sarah McCarthy-Fry.
Shirine Khoury-Haq (Chief Executive) is an Executive Director.
Dominic Kendal-Ward is our Group Secretary.
Director biographies can be found on pages 66 - 71. Members are able to see copies of the
Directors’ appointment letters by contacting the
Group Secretary.
Role of our Directors
Allan Leighton, our Chair, is responsible for:
Leading our Board and making sure it operates well.
Making sure we have the right Board in place, with the right skills to run a business of
the size and complexity of our Co-op.
Making sure Co-operative Values and Principles are at the heart of what we do, and
that business decisions are both ethical and sustainable.
Continuing to develop the relationship with Council.
Making sure that the Board is made aware of the views of our Members’ Council and
other stakeholders.
Setting the Board agenda and managing Board meetings.
Setting the tone from the top and making sure business culture is clear.
Making sure the Board effectively holds the Executive to account.
Shirine Khoury-Haq, our Chief Executive:
Heads the Executive and Operating Board, which are responsible for the day-to-day
operation of our Co-op.
Is accountable to our Board for all elements of our Co-
op’s operational and financial
performance.
Sir Christopher Kelly, our SID:
Uses his experience to advise, guide and provide feedback to the Chair.
Deals with any governance issues relating to the Board or the Chair’s performance
,
and any matters which are not appropriate for the Chair to deal with.
Takes the lead role in the annual Board evaluation process.
Takes responsibility for leading the Cha
ir’s annual performance review and acts as
the Board’s primary point of contact for stakeholder views.
Regularly liaises with our National
Members’ Council and sits on our Stakeholder
Working Group.
Will lead the process for recruiting a new Chair to succeed Allan.
Our INEDs and MNDs:
Provide independent and constructive challenge and an external focus to Board
discussions using their professional industry knowledge.
Help set our strategy.
Oversee commercial and financial performance.
Ensure Co-operative Values and Principles remain at the heart of our Co-op.
Meet with members and our National
Members’ Council to hear their views.
Dominic Kendal-Ward, our Group Secretary:
Advises the Board on legal, compliance and governance matters.
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Annual Report and Accounts 2022
77
Makes sure there is the right level of information flowing between our Board and our
National
Members’ Council
, and our Board and leadership.
Supports our Chair with Board procedures.
Is available to Directors for advice and assistance.
Division of responsibilities
The roles and responsibilities of the Chair and Chief Executive are clearly set out in their role
profiles, which are approved by the Board and are available on our website.
Appointments of our Board
INEDs
INED appointments are made by our Board following recommendation from the Nominations
Committee.
When a need to recruit an INED is identified, the Nominations Committee will lead the
process, including:
Preparing a candidate brief
this sets out the skills and experience required, details
what makes our Co-op different, gives the particular requirements of our Rules and
Board Composition Charter (BCC) and makes the importance of Co-operative Values
and Principles clear.
Starting the recruitment process
assisted by an independent search firm, who are
given the brief, screen potential candidates and conduct initial interviews.
Conducting interviews - if a preferred candidate is identified, making a
recommendation to the Board.
Following INED and MND appointments, the Council Scrutiny Committee considers a report
from the Nominations Committee and checks the right process has been followed for
appointing an INED (or the Chair). The report of the Scrutiny Committee can be found on
pages 137 - 138.
INEDs have to be elected by members at the first AGM following their appointment and are
subject to re-election by our members at our AGM every three years thereafter.
In 2022, no new INEDs were appointed to the Board. Adrian Marsh will join our Board as an
INED in May 2023. More details on the recruitment process can be found in the Nominations
Committee Report on pages 116 - 120.
The UK Corporate Governance Code sets out that all Directors should be subject to annual
re-election. We choose not to comply with this in our Rules to avoid a situation where all the
Directors leave the Board at the same time. It ensures we maintain continuity and allows for
staggering and succession planning.
Appointments of our Board - Executive Directors
The Nominations Committee is responsible for making recommendations to our Board in
respect of Executive Director appointments.
Executive Directors are subject to election/re-election by our members. Shirine Khoury-Haq
is due to stand for re-election at the 2023 AGM.
In 2022, there were no new Executive Director appointments recommended to the Board.
Rachel Izzard will become an Executive Director when she joins our Co-op in June 2023 as
Chief Financial Officer.
Appointments of our Board - Member Nominated Directors (MNDs)
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MNDs are voted for and elected directly by our members. The MND Joint Selection and
Approvals Committee (MNDJC), a joint Board and Council Committee, works with an
independent search firm to oversee the selection process and assess the eligibility, skills
and experience of MND candidates who are put forward to a member ballot. Members then
vote for who they would like to see on our Board. Following MND appointments, the Council
Scrutiny Committee checks that the right processes have been followed.
The MND election process takes place before the AGM and the results are announced at the
meeting:
In 2022, Paul Chandler and Sarah McCarthy-Fry were re-elected as MNDs following
a contested election.
The MNDJC led on the MND election process supported by Warren Partners, an
executive search firm.
Margaret Casely-Hayford is due to stand for re-election as an MND in 2023.
Terms of office
Our INEDs and MNDs have a maximum term of office of nine years.
Our Executive Directors are employed directly by our Co-
op and don’t have a maximum term
of office.
Our Board’s skills and
expertise
Our Nominations Committee reviews the skills and expertise we have on our Board to make
sure it continues to be well balanced, diverse, effective and suitable to deliver our Vision.
Our Board Composition Charter (BCC) sets out certain requiremen
ts for our Board’s
composition as a whole, levels of knowledge and expertise expected for individual directors
and additional requirements for key roles such as Chair and Senior Independent Director.
Our Rules and the BCC contain strict membership and eligibility criteria which all of our
Board Directors need to meet. This includes high standards of professional expertise needed
to run a business of the size and complexity of our Co-op as well as a strong commitment to
Co-operative Values and Principles.
The Board considers that each Director brings relevant and complementary skills,
experience and background to the Board.
The Director biographies on pages 66 - 71 summarise their key skills and experience.
Board succession plans
The Board maintains a Board Succession Plan which was reviewed during the year.
More detail can be found in
the Nominations Committee’s
report on page 116.
The Board is satisfied that the Board Succession Plan remains sufficiently robust. Executive
succession is a matter for the Chief Executive (with the support of our Chief People and
Inclusion Officer) in consultation with the Board. This has been delegated to the
Remuneration Committee to review in the first instance.
Board effectiveness and evaluation
It is good governance that the Board regularly reviews its own performance. It is also a
requirement set out in our Rules. The Nominations Committee oversees a Board
effectiveness review every year. Our Rules say this review should be done by an external
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firm every second year unless the Nominations Committee and the Chair agree a good
reason why that shouldn’t happen.
The last externally facilitated review was undertaken by Clare Chalmers in 2020. The
Nominations Committee and Board Chair decided that there would be no significant merit in
holding an external review in 2022 and that external reviews should be undertaken every
three years, in line with corporate governance best practice and on consideration of the cost
involved. Therefore, an internal review process was undertaken in 2022, facilitated by our
SID.
Further details of the 2022 review can be found in the Nominations Committee report on
page 116.
An external evaluation is scheduled for 2023, which will be undertaken again by Claire
Chalmers.
How our Board operates
The Board and each of its committees have a scheduled forward plan of meetings to make
sure sufficient time is
allocated to each key area and to make best use of the Board’s time.
The Board had eight scheduled meetings during the year held through a combination of in-
person and hybrid formats. During the year, our Board:
Focused on strategy, with a number of deep dives on particular topics presented
throughout the year.
Held closed sessions between the INEDs, CEO and Group Secretary and the INEDs
alone
this is in line with good governance.
Members of the Operating Board and various colleagues regularly attend Board meetings
and give presentations and updates to the Board. The INEDs and MNDs take time at each
Board meeting to have discussions both with and without Executive Directors.
The agendas for Board meetings are prepared by the Group Secretary in consultation with
the Chair with reference to the forward planner. There is flexibility within the planner to
ensure arising business matters can be addressed.
Report writers use a standard paper template and need to meet deadlines for submission.
Papers are reviewed by the Group Secretary prior to circulation and made accessible to
Directors on a tablet using a secure system.
Board Committee minutes are made available to all Directors (unless there’s a conflict of
interest) and the Chairs of the Board Committees update the Board on any committee
activity at Board meetings. Board Committee papers are available to Directors on request.
Our Board also regularly provides reports on their meetings to the Council, and receives
reports from the Council on its activities.
Board attendance
Directors’ attendance at scheduled Board and committee meetings is set out in the table
below. This does not include any unscheduled meetings which were held during the year
and which were needed on relatively short notice or any cancelled meetings.
The numbers in brackets show how many meetings each Director could have attended.
When we’re setting the Board meeting schedule, we always take Directors’ availability into
account but with a larger Board we cannot always find dates all can attend.
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Director
Board
Risk and Audit
Committee
Nominations
Committee
Remuneration
Committee
Allan
Leighton
(Chair)
8(8)
3(3)
Sir Christopher
Kelly
8(8)
3(3)
5(5)
Kate Allum
7(8)
3(3)
Margaret
Casely-Hayford
8(8)
3(3)
5(5)
Paul Chandler
8(8)
6(6)
Rahul Power
8(8)
5(5)
Sarah
McCarthy-Fry
8(8)
6(6)
Shirine Khoury-
Haq
8(8)
Simon Burke
7(8)
6(6)
2(3)
Stevie Spring
8(8)
5(5)
Lord
Victor
Adebowale
8(8)
3(6)
Denise
Scott-
McDonald*
3(3)
*not a Director but is a member of the Nominations Committee by virtue of role as Council President
Time commitment and conflicts of interest
Conflicts of interest are situations in which Directors have, may have, or at least give the
impression that they may have, divided loyalties on any issue. All Directors have a duty to
avoid conflicts of interests.
Prior to appointment, Directors are asked to disclose any other appointments they have and
any potential conflicts of interest and we also carry out a number of other background
checks. In addition, Directors are required to confirm they will have sufficient time to be able
to do the role. This obligation continues whilst Directors remain on the Board, and is kept
under review. A year end disclosures exercise is carried out annually and, as part of this,
Directors disclose any changes or updates to their interests.
There are specific provisions in our Rules which cover any real or potential Director conflicts
of interest. There’s also a Board Conflicts
Toolkit which gives guidance on what to do in
potential conflict of interest situations.
The Board remains satisfied that each Director is able to allocate sufficient time to perform
their responsibilities effectively.
Independence
It is important that we have Directors on our Board that have objective and independent
thinking. The UK Corporate Governance Code (UK Code) requires at least half the Board,
excluding the Chair, to be Non-Executive Directors (NEDs), whom the Board consider to be
independent.
As a Co-op we have two different ways of looking at and assessing the independence of our
Directors, as defined within the UK Code and as defined within our Rules and BCC.
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The Board considers all our INEDs (excluding the Chair) and MNDs to be independent in
character and judgement as per the criteria set out in the UK Code.
Our Chair was determined to be independent on appointment in line with the UK Code and
our BCC. Our BCC expects the Chair to become fully engaged in the activities of our Co-op
and therefore does not expect the Chair to maintain their independence for their full term.
Diversity and Inclusion
As a co-op, the guiding values of self-help, self-responsibility, democracy, equality, equity
and solidarity translate through to the balance and diversity we seek for our Board.
We’re very clear that
our Co-op is anti-racist and the commitments we have made to racial
equality and inclusion underpin this. Our Director, Lord Victor Adebowale, sat on our Equality
and Inclusion Think Tank throughout 2022, along with six other leading experts. Its purpose
was to provide expert advice, challenge and insight by sharing examples of best practice
and identifying opportunities to progress as we seek to meet our commitments. They
supported the refinement of our approach and the development of our diversity and inclusion
strategy, which elevates our ambitions to deliver a broader set of diversity and inclusion
ambitions.
Our Board is mindful that diversity of thought brings a richness of debate that is vital to its
effectiveness. Those values are within our Board Diversity and Inclusion Policy, which can
be found on our website. The policy was reviewed during the year by the Nominations
Committee. See page 119.
Our Board is currently made up of five women (45%) and six men (55%). Four of our
Directors are from ethnic minorities (36%). It is pleasing that our Board diversity exceeds the
findings of the 2019 Hampton-Alexander Review, which indicated 32.4% of FTSE 100 board
positions were held by women, and the target set in the 2017 Parker Review (and the
subsequent 2020 update) for FTSE 100 boards to have at least one ethnic minority director
on the board by 2021.
Decisions of our Board
Our Board takes decisions at the highest level to ensure the long term success of our Co-op.
It focuses on the future goals for our Co-op and how those goals should be achieved in a
way which is in the best interests of our members as a whole and in line with our Purpose,
and Co-operative Values and Principles. How those decisions are put into action is a matter
for the Chief Executive Officer, the Executive and the Operating Board - the Board then
monitors progress and holds leadership to account.
We do not have the same structure as limited companies, which often have large,
institutional investors. We are a co-op and we have been very clear that we want to do
business in a better way for the benefit of our members and communities. We call this
our
Co-op Difference
.
When considering future plans, our Board looks at short, medium and longer-term views to
try and make sure our Co-op, and the way it does business, is built on a solid platform for
generations to come. To achieve this, our Board takes decisions at the highest level,
consistent with our Purpose and Co-operative Values and Principles, that are commercially
sensible and meet the needs of our members.
Our Board looks at the interests, views and needs of our wider stakeholders when making
decisions of substance and our contact with them (as detailed on pages 74, 75 and 139
146) helps our Board understand these views.
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Members’ views are at the heart of our Board’s decision
making process through the use of
an Ethical Decision Making Tool. This helps our Directors focus on what members are likely
to think, whether the decision will create value and what the potential impact of the decision
will be on our members and our wider communities. Recommendations on material
decisions put forward to our Board must include a view on each of these elements.
Managing our risks
Our Board oversees our risk management framework through the Risk and Audit Committee.
It regularly reviews and agrees risk mitigation plans and responses. Our Board ensures that
policies and practices are consistent with our Purpose and Co-operative Values and
Principles.
For more information on Risk Management at Co-op and our Principal Risks and
Uncertainties, please see pages 58 - 65.
Our commitments to the environment and tackling climate change are long-standing. We are
committed to identifying and reporting on our climate-related risks in line with the guidance
published by The Department for Business, Energy & Industrial Strategy (BEIS) and we will
continue to strengthen our governance processes in line with Taskforce on Climate-Related
Financial Disclosures (TCFD) climate disclose requirements. More detail is provided on
pages 41 - 43.
Delegated authorities framework and matters reserved for the Board
Our Board has the power to delegate certain decisions. This may, for example, be to
individual Directors or Board Committees. We have a Delegated Authorities Framework
which is reviewed regularly by the Risk and Audit Committee and approved by our Board.
This sets out defined levels of authority for colleagues.
In line with good governance, the Board has reserved a level of decision making to itself,
which covers areas including Strategy and Management, Group Structure, Capital and
Borrowing and Financial Reporting and Controls. These are recorded
formally in a ‘Matters
Reserved for the Board’
document, approved by the Board.
Communicating with our stakeholders
For information on how our Board acted with regard to our key stakeholder groups, please
see full details within our Section 172 Statement at pages 139 - 146.
Additional governance information
Whistleblowing
Our Board remains comfortable that there are sufficient processes in place which
enable colleagues to raise any issues which they feel uncomfortable about, or which
are not in line with Co-operative Values and Principles. See page 95 for further detail.
Board Code of conduct
Our Board Code of Conduct sets out the standards of behaviour expected from our
Directors. All Directors are required to abide by the code during their term in office.
Directors’ and Officers’ liability insurance
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We have Directors’ and Officers’
liability insurance in place which covers Directors
against any legal action taken against them for doing Co-op business. They also
receive an indemnity from our Co-op for specified liabilities which could possibly arise
from them performing their role.
Independent professional advice and Board support
Our Board can seek the advice or assistance of the Group Secretary, Secretariat and
the Executive Team. We also have procedures in place so that if any of the Directors
feel they need independent professional advice to enable them to perform their
duties properly, they can ask for that advice and, subject to certain limits, our Co-op
will pay for that advice.
Our subsidiaries
Our subsidiaries are run as independent businesses, although they operate within
the strategy and direction set by our Board. There are a number of rules, policies and
procedures (particularly relating to governance and authority levels) which apply
across the whole of our Co-op.
There are three subsidiaries which are treated slightly differently - Co-operative
Insurance Services Limited (CISL), Co-op Funeral Plans Limited (CFPL) and Co-
operative Legal Services Limited (CLSL). Each are regulated (CISL and CFPL by the
Financial Conduct Authority (FCA), and CLSL by the Solicitors Regulation Authority
(SRA)). This means they have particular areas of responsibility for which they are
accountable to their Regulator. Our Co-op retains general oversight of these
businesses but, in order to satisfy their regulatory obligations, they need to keep a
higher level of independence for their conduct and everyday operational decisions.
Our compliance with the UK Corporate Governance Code
The latest version of the UK Corporate Governance Code (UK Code) was published
in July 2018 and applies to large companies with traded shares. As a Co-op, we are
not required to comply with the UK Code.
However, we remain of the view that the general principles of governance set out in
the UK Code are key to running a good business. We’ve therefore taken the view
that
it’s the right thing for our Co
-op to continue to voluntarily comply with the UK
Code where it can be applied directly to our democratic model and it makes sense for
us to do so.
In the following section, we have signposted you to various sections within the
Annual Report to help demonstrate our compliance, either directly or in the spirit of
the UK Code.
Board leadership and purpose
A successful business is led by an effective and entrepreneurial Board who should
promote long-term sustainable success, general value for members and contribute to
the wider society. See pages 75 - 79.
The Board should establish purpose, values and strategy and make sure these align
with culture. See page 81.
The Board should make sure sufficient resource is available to meet and measure
performance against its goals and that risks can be properly assessed and managed
through effective controls. See pages 58 - 59.
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The Board should ensure effective engagement with all stakeholders. See pages 139
- 146.
The Board should make sure policies and practices across the business are
consistent with our values and support long-term sustainable success. Colleagues
should be able to raise any concerns. See page 82.
Division of responsibilities
The Chair should lead the Board, demonstrate objective judgement, set the tone for
the culture, encourage constructive Director debate and ensure Directors receive
accurate, timely and clear information. See pages 73 - 76.
There should be an appropriate mix of Executive Directors and Independent Non-
Executive Directors (INEDs) and a clear division between the roles of the Executive
team and Board. See pages 75 and 76.
INEDs should give sufficient time to their role and hold the Executive team to
account. See pages 73 - 76 and 79
80.
The Board should have sufficient policies, processes, information, time and resource
to function effectively and efficiently. See pages 78 - 80.
Composition, Succession and Evaluation
Appointments to the Board should be subject to a formal, rigorous and transparent
procedure and an effective succession plan should be maintained for the Board and
Executive. Appointments and succession plans should be based on merit and
objective criteria, and promote diversity of general, social and ethnic backgrounds, as
well as cognitive and personal strengths. See pages 116 - 120.
The Board and its committees should have a combination of skills, experience and
knowledge. Consideration should be given to the length of services of the Board as a
whole and membership regularly refreshed. See pages 77, 78, 80 and 116
120.
An annual evaluation of the Board should consider composition, diversity and how
effectively members work together. Individual evaluation should demonstrate whether
each Director continues to contribute effectively. See pages 78 and 118.
Audit, risk and internal control
The Board needs to put in place formal and transparent policies and procedures to
make sure that external auditors and our internal audit function are independent and
effective, with the result that our published accounts give a fair reflection of our Co-
op’s financial po
sition. See pages 86 - 96.
The Board needs to satisfy itself that our Co-
op’s positio
n and prospects are
presented in a fair, balanced and understandable way. See pages 87
88 and 129
130.
The Board needs to identify an acceptable level of risk and make sure that financial
controls across the business are appropriate, so that financial decisions are taken in
line with that identified level of risk. See pages 86
96.
Remuneration
Our pay policies should link to and support our stated purpose and promote long-term
sustainable success. See pages 103 - 104.
No Director should be involved in setting their own pay, and procedures for developing
the policy relating to Executive Director pay should be transparent. See page 115.
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Directors should apply independent judgement by looking at our Co-
op’s business
performance, Directors’ performance and any other relevant circumstances when
authorising Executive pay. See page 101.
Our compliance with the Co-operative Corporate Governance Code
We have reviewed our compliance with the Co-operative Governance Code, originally
published in 2019 by Co-operatives UK, and are comfortable that our practices remain
consistent with it, are appropriate and offer the necessary protection to our members.
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The report of the Risk and Audit Committee
Introduction from your Committee Chair
It has been a busy year for the Risk and Audit Committee (‘RAC’), with a wide variety of
topics needing our attention.
As in many recent years, IT-related issues dominated our agenda. Last year, I indicated that
the Retail Business Transformation (RBT), our SAP programme in Retail, was moving from
project status to business as usual. This did not proceed smoothly, however, and issues with
both the design and implementation of the system caused operational problems for the
business, especially in the early months of the year. The Committee received regular
briefings on remediation of the system and was pleased that, by the end of 2022, many of
the most significant issues had been cured.
It was most reassuring to see the SAP for Franchise project completed on budget in 2022
and without major disruption. Our Co-op needs to carry out several other major IT upgrades
in the coming years, and we would all hope to see them implemented with this kind of
outcome and financial profile, thus using learnings from RBT profitably.
A priority system upgrade for the Society is in Funeralcare, where legacy IT is a key factor
holding back the improvement of the controls framework. This is the most urgent of several
controls improvements and upgrades that the RAC is keen to see across the organisation in
the next two years. Apart from the desire, set out in last year’s RAC review, to enable our
annual audit to be based primarily on our IT controls, we are also mindful of the
Government’s proposals for strengthened controls
reporting and assurance from Boards
(often referred to as the BEIS proposals). Compliance with them will require much progress
from where we are today, and this will be an important area of focus for the RAC and the
Board in the next two years.
Funeralcare has also been in focus for the RAC - in 2022, we had to establish a separate
entity, regulated by the FCA, to handle the sale of our funeral plans. This business, called
Co-op Funeral Plans Limited (CFPL), now has its own independent board (and Audit
Committee), and we have established a good initial working relationship with our
counterparts there. IFRS 15, which brought a radical change in the presentation of the
results of our Funeralcare business, is to be superseded after just three years by IFRS 17,
heralding yet another approach to accounting for our funeral plans. We will continue to work
to achieve the best possible level of understandability for the results.
Our Co-op carried out a significant restructuring of its core support functions in 2022 and, as
part of this, the Internal Audit & Risk functions were merged. The RAC is supportive of this
initiative and we have every confidence that Saleem Chowdhery, the Director of Risk &
Internal Audit, will deliver a well-integrated strategy and team for the management of these
functions. In this context, I am delighted to report that, at the end of 2022, after a long period
of steady improvement, we had no overdue actions arising from internal audit reports.
For
me, this statistic is a reflection of the quality of the audit work, the regard in which it is held
by the business, and the respect overall for the importance of developing and maintaining a
robust framework of good controls and management practice. I congratulate the teams
involved and thank our Co-
op’s senior management for their steadfast support on this
subject.
These were some of our headlines for the year. As always, we also gave time and attention
to key topics such as cyber security, climate accounting, sustainability (led very capably as
always by Paul Chandler and Sarah McCarthy-Fry), data governance and the oversight of
accounting policies. We also continued our constructive and open working relationship with
the Groceries Code Adjudicator and have had positive feedback on our reporting and
practices. Our rating in the annual survey dipped a bit in 2022, mainly because of the SAP
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issues I have referred to, but we are working to regain our leading reputation amongst the
large grocers.
This is my last report to you as Chair of the RAC, as I will be stepping down from the Board
in April after more than nine years with Co-op. My time here has, on occasion, been most
challenging, but it has also been immensely satisfying and rewarding. I hope (and believe)
that I am leaving the Co-op with a more robust financial structure and practices than we had
in 2014, but this is not to say that there is not still much for my successor to do!
One more time, I would like to acknowledge the immense support I have received from my
RAC colleagues - currently Lord Victor Adebowale, Paul Chandler and Sarah McCarthy-Fry -
but also those who served with me in the past. A constant throughout has been Saleem
Chowdhery, our Director of Risk & Internal Audit, who has been my key executive support
and has guided us all so well over the years. Thank you to one and all, and I wish the Co-op
every success in the coming years.
Simon Burke
Chair, the Risk and Audit Committee
Risk and Audit Committee membership and attendance
Our Board has a Risk and Audit Committee (‘Committee’) which watches over Co
-
op’s
financial reporting and how well it’s managing risk.
The UK Corporate Governance Code (‘the UK Code’) recommends that there are at least
three independent directors on the Risk and Audit Committee, and we met this
recommendation during 2022. All Committee members are considered by our Board to be
independent under the UK Code, providing objectivity and independent scrutiny. Paul
Chandler and Sarah McCarthy-Fry are Member Nominated Directors, and our two
Independent Non-Executive Directors are Lord Victor Adebowale and Simon Burke. Our
Board is satisfied that Simon Burke’s relev
ant and recent financial experience means he is
qualified to be Chair of the Committee
.
Details of attendance by Committee members at meetings held during 2022 are on pages 79
and 80.
During 2022, several colleagues regularly attended meetings including the Chief Executive
Officer, Interim Chief Financial Officer, Group Secretary and General Counsel, Assistant
Secretary, Director of Risk & Internal Audit and the Head of Financial Control. Other
colleagues also attended when asked to do so by the Committee, and the external auditors
attended each session. The Committee also met the Director of Risk & Internal Audit and the
external auditors privately, so they could talk without management being there.
What the Risk and Audit Committee does
The main areas the Committee looks after include the following:
Financial and regulatory reporting
The Committee checks that our Co-
op’s Annual Report and Accounts
, along with other
information on its financial performance, is prepared honestly and that the report itself is fair,
balanced and understandable. It also reviews our financial statements, ensuring
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management has followed appropriate accounting standards and made appropriate
estimates or judgements. It assesses compliance with financial and regulatory requirements,
including monitoring compliance with the Groceries Supply Code of Practice (GSCOP).
Internal controls
The Committee reviews our Co-
op’s internal financial
controls and internal controls system,
and monitors any weaknesses identified and how management is remediating these.
Risk & Internal Audit
The Committee monitors how well our Risk and Internal Audit functions are performing,
approves the appointment of, and helps to set the objectives of, the Director of Risk &
Internal Audit. It monitors the performance of our Risk function and checks how effective our
Co-op is at managing and controlling risks, overseeing the main and emerging risks our Co-
op faces. The Committee also considers and approves the remit of the Internal Audit team.
This includes reviewing and approving Internal Audit’s assurance priorities and monitoring
management’s response to findings from Internal Audit reports.
External audit
The Committee ensures that our Co-op has a process to choose its external auditor,
approve their fees, ensure their independence and check their effectiveness. It also reviews
the findings of the audit including management’s response to the recommendations.
Sustainability reporting
The Committee reviews and recommends to our Board the approval of our Co-operate
Report and ensures it is independently checked.
Other
The Committee also monitors our Co-
op’s procedures around whistleblowing, management
of our pension scheme and compliance with the Modern Slavery Act.
The Committee’s terms of reference give more detail on what it does and can be found on
our website:
www.co-operative.coop/investors/rules
. During the year we undertook a review
of these terms of reference to ensure they remain in line with best practice and the UK Code.
2022 key activities
In 2022, the C
ommittee’s main activities included reviewing:
That the financial information we provide to our members is prepared honestly;
especially that the Annual and Interim Reports are fair, balanced and understandable
and the key judgements and assumptions are reasonable.
How well the risk and control systems are designed and working to spot risks, control
them and the steps being taken by each of the businesses for sharing and monitoring
key risk information.
During the year it was decided a new, single role of Director of Risk & Internal Audit
would replace the separate roles of Chief Risk Officer and Director of Internal Audit.
The Committee was involved in the selection process for the new role and for
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overseeing the impact on Internal Audit
’s work, plans and reports, including the
completion of actions by managers on a timely basis.
The approach we take to key judgements and significant matters when producing our
financial information.
How our Co-op uses and protects personal information, including how we continue to
comply with the General Data Protection Regulation and updates on cyber and
information security risk.
Risk updates including changes to risks to our Co-op; performance against risk
appetite, including breaches, updates on emerging and priority risks; and an update
on our enterprise risk management framework.
Financial control across our Co-op, including monitoring progress against
Funeralcare
’s
financial control improvement plan, how we manage cash and our net
debt position.
The stabilisation of the SAP platform in Food following the closure of the Retail
Business Transformation (RBT) programme and updates on the future SAP
Roadmap across our Co-op.
Progress made to establish a regulated entity in our Funeralcare business, Co-op
Funeral Plans Limited (CFPL), and governance arrangements post-regulation, which
include the establishment of its own Risk and Audit Committee.
Sustainability at our Co-op, including an update on performance against our Climate
Plan, Task Force on Climate-Related Financial Disclosures (TCFD) reporting and the
approach for our Co-operate Report 2022.
How we work with suppliers, so we comply with GSCOP and continue to have an
open dialogue with the Groceries Code Adjudicator (GCA).
The implications for Co-op of the Department for Business, Energy & Industrial
Strategy (BEIS) response to the consultation on Restoring Trust in Audit and
Corporate Governance.
Updates on the transaction, as we sold our petrol forecourts.
How we continue to comply with the UK Code.
Our external auditors’ non
-audit fees.
Reports on our whistleblowing arrangements and activity.
The annual review of our Co-
op’s pension schemes
and Tax Strategy.
Significant issues relating to the financial statements
When the Committee looked at the 2022 financial statements, it considered all the key areas
of judgement. In all cases, it discussed them with management and the external auditor. There
was specific focus in year on the following:
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Areas of focus
What was done
Going concern
Management continue to monitor our
borrowings, facilities and banking
covenants to ensure that we have enough
financial headroom to continue to run our
business as a going concern.
Our c
ommittee reviewed management’s
assumptions in financial projections and
considered the current trading conditions. It
was agreed that going concern disclosures
in the year end statement would be
extended to 31 December 2024. Our
committee agreed that our Co-op is a going
concern.
Goodwill and fixed asset impairment
Our Co-
op’s
balance sheet includes
significant goodwill, intangible assets and
property, plant and equipment balances.
The most significant of these are in the
Food business, the Funeralcare business
and at a group corporate level.
Accounting standards require us to
perform an impairment review of our non-
current assets at least annually or more
frequently if there is an impairment
trigger. We have impaired £15m of
intangible assets (mainly SAP licences)
that we no longer intend to use.
The Committee reviewed the outcome of
management’s impairment review
, satisfied
itself that the assumptions used were
appropriate, and reviewed the impact of this
on our financial statements.
Property and other provisions
Our Co-op makes provisions for likely
future liabilities. Management must apply
judgement to determine whether, and
how much, we should account for a
provision, notably in relation to onerous
contracts associated with leases which
require significant judgement. This year
we have impaired the right-of-use asset
associated with the rental tenancy that we
have on One Angel Square by £20m.
The Committee reviewed the increase or
decrease
in provisions and management’s
judgement on onerous contracts, self-
insurance and litigation, satisfying itself that
assumptions used, including around future
cashflows and discount rates, were
appropriate.
IFRS 17 & other amendments
IFRS 17 is a comprehensive new
accounting standard covering recognition,
measurement, presentation and
disclosure of insurance contracts and
replaces IFRS 4 Insurance Contracts.
The standard is effective from 1 January
2023 and will fundamentally change how
the Group accounts for funeral plans and
waiver insurance policies. We continue to
assess the likely impact of the new
standard on our financial statements,
which is expected to be material.
The Committee was updated on how the
standard may impact our financial
statements and monitored progress against
this assessment, including review of the
proposed disclosures within the financial
statements.
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Funeral plans
During the year, management performed
a review of the initial accounting that was
undertaken on transition to IFRS 15 for
funeral plans as part of the work required
following the transfer of plans from
Funeral Services Limited to Co-op
Funeral Plans Limited for regulatory
purposes. As a result of this work, a net
£23m adjustment was identified to
decrease plan liabilities. Furthermore, and
as part of this work the line-item
categorisation of the movements in plan
liabilities as disclosed in Note 23
(Contract Liabilities) of the 2021 Annual
Report have also been reviewed and
certain items have been represented to
more appropriately reflect their nature.
The Committee was updated on the reasons
for the adjustment and reclassifications and
how management had determined and
agreed this with our external auditors. The
Committee agreed with the approach taken
and reviewed the proposed disclosures
within the financial statements.
Discontinued operations
CISGIL
The sale of our insurance underwriting
business (CISGIL) completed in
December 2020 and consequently the
assets and liabilities of that business are
no longer shown on our balance sheet.
However, we’ve recorded a one
-off gain
of £78m within discontinued operations
following the judgement on the legal claim
with IBM.
The Committee was updated on this
approach to reporting and reviewed the
proposed disclosures within the financial
statements.
Disposal of petrol forecourt estate
We disposed of our entire petrol forecourt
estate in October 2022 which generated a
material profit on disposal and cash
proceeds. The results of those sites up to
the point of disposal have been included
in our income statement within
‘C
ontinuing Operations
(rather than as
Discontinued Operations) as it is our
judgement that the sites sold do not
constitute a major separate line of
business. We have also assessed at what
point we lost control of the forecourt
estate with reference to IFRS 10 and
whether we continue to act as principle or
now agent in regard to sales post
completion, with reference to IFRS 15.
The Committee was updated on the disposal
and agreed that management’s
approach to
reporting was in line with our Co-
op’s
accounting policy.
One-off Items
We have recognised two material one-off
charges in our 2022 results which are
excluding from our underlying profit
metrics. These are £26m of redundancy
costs in relation to the recent restructure
of our central support teams and £12m of
The Committee
agreed with management’s
interpretation of the
accounting standard and the treatment of
these items and reviewed the proposed
disclosure within the financial statements.
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Annual Report and Accounts 2022
92
member reward provided to colleagues to
support them through the winter cost of
living crisis.
Pension scheme IAS19 Valuation
Our Co-op has a number of defined
benefit pension schemes, of which the
PACE scheme is the largest.
Management must make assumptions
(about things like the future growth rate of
investments and the death rate of
members of the scheme), which can
materially affect the valuation of the
pension schemes.
The Committee assessed the key
assumptions that underpinned the pension
calculations to satisfy themselves that they
were appropriate.
Review of the Committee’s effectiveness
The Committee has undertaken a self-assessment of its effectiveness. A different approach
to this was adopted in 2022 with a verbal discussion taking place to cover the main areas
such as the composition, management and operation of the Committee.
External audit activities
The UK Code says that audit committees should have primary responsibility for the tender
process and make recommendations to the Board about the appointment, reappointment
and removal of the external auditor. It should also approve the remuneration and terms of
engagement of the external auditor and assess how well the external audit process is
working. The members have the opportunity to vote on the appointment of the auditor at the
AGM in line with the UK Code.
EY are our Co-
op’s aud
itors. They also provide the Committee with relevant reports,
reviews, information and advice throughout the year. All these activities are set out in the
engagement letter.
Independence, objectivity and fees
Our external auditor must be judged to be independent for the audit to be objective. So we
have an External Auditor Independence Policy. We also have a policy about appointing
people who used to work for the external auditors and an approach to be taken when using
the external auditors for non-audit work.
The Committee must pre-approve all non-audit spend with EY. This spend is capped at 70%
of the average audit fee over the previous three years.
In line with our External Auditor Independence Policy, the external auditors are not allowed
to do a number of tasks including (but not limited to) the following:
Bookkeeping or preparing accounting records or financial statements.
Designing and implementing financial information systems.
Valuation services.
Internal audit services.
Management functions or some human resource services.
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The Committee approved the nature and cost of all non-audit work done by EY for our Co-op
and is satisfied that EY’s non
-
audit work didn’t affect objectivity in doing the audit.
Details of the amounts paid to the external auditors during the year for audit and other
services are set out in Note 3 to the financial statements.
Effectiveness of auditors
The Committee reviewed the effectiveness of EY throughout the year to ensure that the
external auditors continued to provide a professional, independent and objective service.
Risk and Internal Audit
Internal Audit is an independent function authorised by our Board through our committee. Its
main role is to provide professional, objective assurance while providing insight to improve
the way our Co-op is managed and controlled.
In 2022, the Director of Internal Audit and the Chief Risk Officer roles were replaced by a
new Director of Risk & Internal Audit role. The Committee approved this new role and the
plans to ensure the role could maintain the necessary independence.
Internal audit continued to adopt a flexible, dynamic approach to planning in 2022 and
regularly re-assessed Co-
op’s assurance priorities.
The Committee reviewed these priorities
at each session and had the opportunity to input and shape the upcoming assurance
reviews.
At each meeting, the Committee received a report from the Director of Risk and Internal
Audit on:
The work of Internal Audit and the progress it had made against its assurance
priorities.
The impact on the systems of risk and control from internal audit findings.
Whether management did what it said it would do to fix the issues.
During the year, the Committee reviewed Internal Audit reports covering key processes,
systems and controls, and projects and programmes. The reports have covered a range of
different areas and businesses at our Co-op including supplier payments; responsible
sourcing; HFSS regulation; energy procurement by Co-op Power; technology disaster
r
ecovery, and Funeralcare’s response to new regulation (both CMA and FCA). We also
received assurance on the SAP implementation programme and on the commercial
transformation programme.
During the year, the Committee reviewed the Internal Audit charter, which reaffirmed the
purpose of Internal Audit, and outputs from Internal Audit’s internal quality review.
Internal control
Our Board has overall responsibility to make sure controls are in place to enable our Co-op
to work effectively. The effectiveness of our controls are assessed using the globally
recognised COSO model.
The Committee is responsible for reviewing how effective the internal controls are. The
controls are designed to manage rather than remove the risk of not being able to achieve our
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Annual Report and Accounts 2022
94
objectives. It can only provide some (but not complete) assurance that things won’t go
wrong.
Each Operating Board member was asked to review how well the controls were working for
their area of responsibility and to self-certify the results of their review. This included
consideration of the key elements of internal control in operation and the key improvement
initiatives. The review of the
Operating Board members’
self-assessments forms an
important part of the annual review of the systems of risk and control.
The Committee also received regular management reports on financial control across our
Co-op, including progress against the Funeralcare remediation plan.
Some of the main parts of the internal control framework are set out below:
Culture
Our control environment is designed to create a culture where colleagues take acceptable
business risks but within clearly defined limits. The control environment includes:
Having the right colleagues in place with everyone knowing what job they have to do,
what they can authorise and how they should report, while being supported by a
system that helps colleagues perform to the best of their abilities and meet our
business objectives.
Co-ordinating the way colleagues do things across our Co-op through regular
management meetings and other forums, as well as setting policies for how we
spend our money and making sure that the right approvals are in place.
A Code of Business Conduct, which sets out how colleagues should act in line with
Co-operative Values and Principles with members, customers, other colleagues,
suppliers, the community and competitors. This code tells colleagues how they can
report any serious wrongdoing confidentially and an anti-fraud policy also supports
this code.
The Committee has also taken further steps to consider culture and Internal Audit reports
provide us with cultural observations based on their assessment of how Co-op colleagues
engaged during each audit.
Planning
Our Board and senior leaders are responsible for identifying and evaluating our Co-
op’s
main business risks. We aim to have systems that manage the risk in an efficient and
effective manner. We look at what could go wrong and how we can stop this happening, to
protect our members’ interests and our reputation, and to make sure we comply with
regulatory standards and achieve our business objectives. This is achieved through:
Management maintaining risk registers that identify the likelihood and impact of risks
and what they are doing to manage them. The Risk team supports risk management
across our Co-op and reports on risk to the Committee.
The Committee receiving updates on our Co-
op’s priority risks, which in 2022
included external changes and events such as cost of living increases, geo-political
instability and supply chain disruption in Food.
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95
Updates on emerging risks, performance against risk appetite and work underway to
further improve risk sharing and monitoring across the business.
Doing
Our Co-
op’s control procedures are designed to ensure that risks are appropriately
managed. This includes risks around the completeness and accuracy of accounting for
financial transactions, as well as for reducing the potential cost from loss of assets or fraud.
Risks and controls are regularly reviewed.
Management receives relevant information on our Co-
op’s accounting and other policies,
procedures, our colleagues and the Code of Business Conduct.
Informing
We engage with our stakeholders in several ways. Colleagues receive and provide
information on strategy and objectives through their reporting lines and a formal performance
measurement process. Colleagues also receive regular business updates from our Co-op
leaders through various channels including email, conference/Microsoft Teams calls and
face-to-face/online briefings. We also have an external facing colleague website:
www.coop.co.uk/colleagues
Reviewing
We adopt the ‘three lines’ approach to trying to make sure our Co
-op does what it says it will
do. The first line is the system of internal control, which is the responsibility of line
management. The second line comes from various functions, including Risk, which monitor
and check compliance. Internal Audit provides independent assurance, as the third line.
Whistleblowing procedure
To ensure our Co-op follows best practice and Co-operative Values and Principles, a
whistleblowing procedure has again been in place during the year to allow colleagues to
pass on information about suspected wrongdoing. We use an external independent party to
manage our ‘Speak Up’ service, which allows colleagues to raise concerns confide
ntially
should they not wish to talk to someone within our Co-op. This procedure also allows
suppliers to report on any suspected wrongdoing. In addition to Speak Up, reports can be
made direct to colleagues at our Co-op.
We have a procedure for recording and investigating whistleblowing reports and the
Committee reviewed a summary of whistleblowing cases reported throughout the year. The
Committee considers the whistleblowing procedures to be appropriate for our size and scale.
The whistleblowing policy is included in the Code of Business Conduct and is available on
the colleague intranet and our website.
BEIS proposals
The Department for Business, Energy and Industrial Strategy (BEIS) has published the
Government's response to the white paper:
‘Restoring trust in audit and corporate
governance’. The response sets out proposals which impact company directors, auditors
and professional bodies. The reforms will be delivered by a variety of mechanisms over a
period of time.
The reforms will impact our Co-op. It is proposed that the UK Code will be strengthened to
provide for an explicit directors’ statement about the effectiveness of the company’s internal
controls and the basis for that assessment. Our Co-op Operating Board has been assessing
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Annual Report and Accounts 2022
96
how best to prepare for the expected changes with a view to developing a programme of
work to ensure future compliance. This will be a continued area of interest to the Committee.
Other activities
Audit actions
The Committee reviews Internal Audit reports and supports the business to ensure that any
issues raised are addressed by management promptly and appropriately.
Groceries Supply Code of Practice (GSCOP)
During 2022, our Co-op engaged and worked collaboratively with Mark White, the Groceries
Code Adjudicator (GCA), and we continue to demonstrate our compliance with the Code.
The GCA Annual Survey 2022 showed a dip in
suppliers’ rating of
our overall compliance,
but they continued to rank our Co-op in the top three retailers for conducting relationships
fairly and in good faith, without duress. We value the supplier feedback given in the survey
and use the outputs to shape our Supplier Engagement action plan.
The Committee has kept compliance under review through regular updates from the Code
Compliance Officer and senior leaders in our Food business. The Committee approved the
Annual Compliance Report for submission to the Competition and Markets Authority, as
required by the Groceries (Supply Chain Practices) Market Investigation Order 2009. A
summary of progress in the year is on pages 126 - 128.
Co-operate Report and climate change
The Committee has responsibility for reviewing our Co-
op’s app
roach to sustainability
reporting and social impact accounting. We review and recommend the approval of the Co-
operate Report to our Board, giving the Co-operate Report the same importance and focus
as the Annual Report and Financial Statements. The Co-operate Report is independently
assured.
The Committee received updates this year on our Co-
op’s progress
against our Climate Plan
and updates on identifying climate-related financial risks and opportunities in accordance
with TCFD.
GDPR and Information & Cyber Security
The Committee receives regular updates to ensure that our Co-op continues to meet its
obligations to be trusted with data in line with the General Data Protection Regulation
(GDPR) and to use it as a valuable asset to deliver benefits to our members and customers.
Through management updates and Internal Audit reports, the Committee has also
considered information and cyber security and the risks associated with legacy systems.
Co-operative Group Limited
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The report of the Remuneration Committee
Introduction from the Committee Chairman
This is my eighth remuneration report as Chairman of the Remuneration Committee
(‘the
Committee’).
It covers another exceptionally challenging year for our Co-op. So again, we've tried to balance
an outcome that rewards our colleagues fairly for the contribution they make every day while
recognising the general market backdrop that we are all facing, not least double digit inflation,
directly fuelled by the devastating and tragic war in Ukraine; and a cost of living crisis affecting
all our members and customers, as well as our colleagues.
Our members have given the Committee the role of deciding what we pay, but we always
listen to their views and regularly engage with representatives from Co-op
’s National
Members’ C
ouncil and listen closely to the wider membership, not least at our AGMs. The
consistent message we get is that we should continue to reward leaders competitively and
appropriately, while we do our very best to increase rewards for our lower paid colleagues.
The report contains a lot of information, but we’ve tried to simplify it within the guidelines of
best practice reporting.
My introduction has all the key highlights and there are two further sections which detail:
i.
Part I
Executive Pay Policy
. We’ve included a summary of the pay policy which
83%
of members approved at our 2022 AGM.
ii.
Part II
Annual Report on Remuneration
. Then we've shown how the policy has
been applied in 2022
.
We’ve also included a ‘Pay at a glance’ se
ction on page 101, so you can see all the key
information on our Executive team in a simple format.
Our approach
We always believe in being open with our members. So, we go beyond public company best
practice and look at wider pay and reward principles for our entire colleague cohort,
Operating Board and Executive.
Our performance
Against a challenging and bleak external backdrop, we are pleased that our Co-op enters
2023 in a much stronger financial footing than a year ago, especially when we consider the
events of the past 12 months, which continue this year.
In the face of levels of inflation
many of us have never seen, we have taken the tough but necessary decisions to
significantly cut operating costs in mitigation.
And we’ve
re-
prioritised our capital expenditure and investments. We’ve streamlined our
business processes, and clarified strategies for each our Food, Funeralcare, Insurance and
Legal Services businesses. We also successfully sold our petrol forecourts business, which
would require unaffordable investment, strengthening our balance sheet and allowing us to
focus on our core convenience business. The net result is a Co-op Group which has
generated more cash, with net debt greatly reduced and with the foundations in place for us
to return to sustainable growth in the years ahead.
The full details of how our Co-
op performed is given in ‘Our financial performance’ section on
page 47.
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Our colleagues
Once again, significant additional investment was made in frontline colleague pay, to
recognise the vital role they play.
In April 2022, we aligned our minimum hourly rates to the Real Living Wage as set by the
Living Wage Foundation (
www.livingwage.org.uk
)
and we will again from April 2023. For
Customer Team Members (CTMs) in our Food stores, this resulted in a 4.2% pay rise. We
also increased the pay rate differential between CTM and Team Leader roles. Unlike many
organisations, our hourly pay rates apply to all colleagues, including younger colleagues and
apprentices.
We also wanted to help colleagues as much as we could through what we knew would be a
challenging winter (with rises in energy prices), so we put in place two winter support
packages for our frontline colleagues at a total cost of £12m.
Their wellbeing
indeed the wellbeing of all colleagues - continues to be a key priority and
we’ve made progress again on how we support both their health and financial wellbeing.
We’ve continued our regular communication with
colleagues talking to them about the
wellbeing issues that matter most to them, focusing heavily on cost of living. In the year we
have:
Increased colleague discount on own brand food and household goods to 30% from
20 October to April 2023, helping to keep the cost of living low.
Offered all colleagues not eligible for our bonus schemes three winter support
payments of £50.
Provided all colleagues for whom pay is collectively bargained with a £75 winter
support payment. The majority of colleagues will have received both the £75 and the
three £50 payments.
Ensured colleague needs remain at the heart of our wellbeing support by surveying
colleagues financial wellbeing.
By the end of 2022, more than 14,000 colleagues signed up to our Wagestream app
and just under 4,000 have chosen to build a rainy-day fund with Wagestream.
15,000 colleagues have downloaded the YuLife app and the average number of daily
steps recorded by participating Co-op colleagues far exceeds the YuLife average.
Over 36,000 colleagues accessed mental health training.
We also sent all of our frontline colleagues a booklet to show all of the benefits and
support available to them, and how to access them.
At the end of 2022, more than 40,000 colleagues were members of our pension scheme.
Our pension offer compares favourably to competitors schemes and is available to all. We
also take the social responsibility and sustainability footprint of our pension investments
seriously. See our Co-
operate Report for more information on the real progress we’ve made
by focusing here.
Our pay outcomes
Bonus
Good financial stewardship - particularly managing our debt level - is the underpin
performance measure
within our annual Bonus Plan (BP). The Plan rules have a ‘gateway’
that requires our net debt/EBITDA ratio to be within 10% of our budget throughout the year
in order for any bonuses to be paid. In 2022, that net debt / EBITDA gateway was met.
Our Co-op performed with resilience in 2022, against an extremely challenging market
backdrop, and whilst some progress was made across our 2022 success indicators, the
targets proved challenging to achieve in such uncharted times.
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99
In determining the final outturn, the Committee reviewed each of the measures as set very
robustly, but tried to balance the ambition to recognise an exemplary job in an another
extremely challenging year.
Based solely on performance against the balanced scorecard measures covering profit,
colleagues, community and membership, the bonus outturn was just below ‘threshold’. The
Committee did not retrospectively change those targets, even though the market had
changed so dramatically since they were set. But the Committee did decide to use discretion
against the proportion of bonus allocated to individual performance ratings to increase the
outturn on the personal element of the scorecard. This went some way to recognise the
significant extra effort of our colleagues to improve our position, particularly in the second
half of our year.
As a result, awards under the 2022 BP for our Executive were between 36.2% and 41.20%
of their maximum opportunity, with 50% of this award to the Executive (and senior leaders)
paid now, with
the remainder deferred for a further two years.
More information on the balanced scorecard measures can be found on pages 107 and 108.
Deferred bonus payments
The second half of the 2020 BP award is now due to colleagues still employed by our Co-op
and not under notice at the time of payment.
It will be paid in May 2023 to senior leaders in line with the scheme rules.
Further details of the amounts paid and deferred can be found from page 106.
Changes to the Executive
There were significant changes to our Executive team in 2022
.
Our Group CEO Steve Murrells stepped down at the 2022 AGM after 10 years of service.
Helen Webb stepped down in June 2022, Helen Grantham retired in July 2022 and, following
her career break, Jo Whitfield stepped down in September 2022.
There were some contractual termination payments made to leavers. Further details can be
found on page 111.
We are truly grateful for the contribution that these colleagues have made to our Co-op and
thank them for their service. As a result of these changes, we reshaped our Executive. It
currently consists only of our Group CEO - Shirine Khoury-Haq, Co-op Secretary & General
Counsel -
Dominic Kendal-Ward and our (Interim) Chief Financial Officer - Mike Hazell.
But that Exec team are part of a wider
senior ‘Operating Board’ which has been established
to focus on our cross-Co-op strategic priorities. That Operating Board brings together up to
20 of our most senior leaders and decision makers, working together collaboratively on the
decisions and actions we need to take to run our business effectively - and at pace. We
haven’t reported
on this enlarged group as part of this Annual Report. Members have been
specifically selected to focus on short and mid-term outcomes and, as a result, membership
will vary in line with priorities, but this will be kept under review.
Gender pay gap reporting
We continue to promote and recruit to narrow our gender role gap - increasing the number of
senior female colleagues
but, because over 80% of colleagues are on fixed hourly pay
rates regardless of gender, our gender pay gap moves only marginally. The full report can
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Annual Report and Accounts 2022
100
be found here:
www.co-operative.coop/ethics/gender-pay-gap-report
The Committee
The Committee has worked hard this year. We’ve had to have a lot of extra meetings and
discussions beyond the formal calendar, and every member has made a valuable contribution.
My heartfelt thanks to all of them, and also to the members of the Council Remuneration
Working Group under Lesley Reznicek’s leadership. Their insight and challenge
throughout
the year made sure our members’ voice was always
in the room.
AGM
It remains important to us that our members make their views heard, so we would ask that
you vote prior to the 2023 AGM, including upon the motion to approve the Annual Report on
Remuneration. Please watch out for your voting email or letter.
I say every year that getting the balance right is never easy and this year we have had to
make some particularly difficult choices. I hope you will be able to understand endorse the
choices and decisions, and
I’d like to offer my thanks in advance for your vote
to approve my
report and vote in favour of the motions.
Stevie Spring
Chairman, the Remuneration Committee
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101
Pay at a glance
This section provides an overview of our Executive Pay Policy and summarises the
framework that will apply for our executives in 2023. Further details are set out on pages 103
and 104.
Executive Pay Policy
The key elements of pay for our Executive are:
Total Pay
Salary and benefits are fixed
Bonus Plan is variable and depends on performance
Salary
Our Executive receives a salary which reflects their core role
We benchmark the total pay of our Executive using market data from
similar businesses to ours, including a selection of retail PLCs, mutuals
and co-operatives, as determined by the Committee
Benefits
The benefits provided are in line with the offering across Co-op and could
include a car or car allowance, fuel in certain cases, relocation
assistance in certain cases, healthcare and life cover
Pension
Opportunity to participate in our Co-
op’s pension plan or receive a cash
allowance instead, in line with the wider workforce
Bonus Plan
Payments are based on a combination of business and individual
performance
50% of the award is deferred for two years
The table below sets out the annual base salary and maximum amount each Executive
member can receive under the Bonus Plan.
Executive member
2022
£
000
2023
£
000
Maximum BP
opportunity as a %
of bonusable pay
Shirine Khoury-Haq
1
650
750
250%
Dominic Kendal-
Ward
2
275
310
150%
Mike Hazell
3
-
575
90%
3
Notes to table
1.
On appointment as our Interim Chief Executive, Shirine Khoury-
Haq’s salary
was increased to £750k, and her
maximum bonus opportunity increased to 250%.
2.
On appointment as our Co-op Secretary & General Counsel, Dominic Kendal-
Ward’s
salary increased to £275k, and
his maximum bonus opportunity increased to 150%. After a six-month review period his salary was increased to
£310k.
3.
Due to Mike Hazell joining us on a fixed term contract basis, a separate bonus arrangement has been put in place
linked to specific deliverables during his contract.
How our approach links to our strategy
Our bonus elements are linked to doing what matters most for our Co-op. We are committed
to a clear link between how we pay our Executive and how our Co-op performs, while
keeping a strong connection with our colleagues and supporting our Co-op Values and
Purpose.
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102
Operating
profit
It’s important we make profit to reinvest and support our future strategy
and Purpose.
Debt
Maintaining responsible debt levels is an important part of that financial
strategy.
Membership
We exist to create value for our members and the communities in which
we trade.
Community
Supporting local communities where our members live, and where we
trade, creates much of the shared value that makes our Co-op a better
way of doing business.
Colleagues
Colleagues play a significant role in ensuring we continue to deliver to our
members, communities and customers.
2022 pay outcomes
The chart below shows the pay which our executives received in 2022 and full details can be
found in the Annual Report on Remuneration which starts on page 97.
Notes to chart
1.
Steve Murrells stepped down from the Executive on 21 May 2022, Jo Whitfield stepped down from the
Executive on 30 September 2022, Helen Grantham retired from the Executive on 31 July 2022 and Helen Webb
stepped down from the Executive on 30 June 2022.
2.
The bonus paid is the second half of the 2020 BP award and 50% of the 2022 BP award, which is payable May
2023. The other 50% of the 2022 BP award is deferred for two years and paid subject to still being employed by
our Co-op and not under notice and the rules of the Bonus Plan.
3.
Due to Mike Hazell joining us on a fixed term contract basis, a separate bonus arrangement has been put in
place linked to specific deliverables during his contract.
4.
The salary and benefits information shown for Dominic Kendal-Ward relates to the period since he joined our
Executive, whereas the bonuses element reflects the full year as eligibility is based on position at the end of the
year.
5.
Salary information in the chart for Mike Hazell also includes other £5k payments paid as a commuting/travel
allowance.
£727
£330
£158
£301
£208
£248
£233
£78
£36
£21
£40
£28
£30
£27
£766
£112
£660
£107
£1,571
£366
£291
£1,001
£343
£278
£260
£0
£200
£400
£600
£800
£1,000
£1,200
£1,400
£1,600
Shirine Khoury-
Haq
Mike Hazell
Dominic Kendal-
Ward
Steve Murrells
Helen Grantham
Jo Whitfield
Helen Webb
2022 total pay £000's
Salary
Benefits
Bonuses
£000s
Co-operative Group Limited
Annual Report and Accounts 2022
103
Executive Pay Policy
How we look at Executive pay
We are committed to the following approach to pay:
We want to pay our Executive at a level which reflects the job they do, but do not
want to overpay. We look at what other similar organisations pay and take this into
account.
We want to reward our Executive for achieving stretching goals as well as for their
commitment to our Co-op Purpose and Values.
We want a benefits package that reflects our Co-op Purpose and Values.
Summary of Executive Pay Policy
Our current Executive Pay Policy is summarised below.
Base salary
Purpose and link to
strategy
To set a level of pay for performing the core role that allows us to
attract and retain talented leaders.
Summary and
operation
We want to pay our Executive at a level that reflects the job they do,
but do not want to overpay. We look at what other similar
organisations pay and take this into account when setting our
Executive’s pay.
Maximum
opportunity
There is no maximum salary. Typically, salaries are reviewed
annually. When reviewing salaries, the Committee will take account of:
Experience
Personal and business performance
What other similar businesses pay their Executive
Increases being granted to other colleagues throughout the
business
Benefits
Purpose and link to
strategy
To offer a benefits proposition to attract and retain talented leaders.
Summary and
operation
The benefits provided to our Executive will be in line with normal
market practice and could include a car or car allowance, fuel in
certain cases, relocation assistance, healthcare cover and life cover.
Executives are also able to take advantage of benefits offered to all
colleagues, for example: the cycle to work scheme, discounts on
certain products and services, the Employee Assistance Programme.
Maximum
Opportunity
There is no formal cap on the level of benefits that can be provided.
However, this will represent a small proportion of the total pay.
Pension
Purpose and link to
strategy
To provide the same percentage level of pension benefits to all
colleagues across our Co-op, that provides an income in retirement.
Summary and
operation
Our Executive are able to join our Co-op Defined Contribution pension
plan or receive a cash allowance in lieu of pension provision.
Maximum
opportunity
The following options are available:
Defined Contribution employer pension contributions of up to 10%
of salary
Co-operative Group Limited
Annual Report and Accounts 2022
104
Cash alternative of up to 10% of salary if the lifetime limit has been
exceeded
Bonus Plan
Purpose and link to
strategy
To motivate and reward achievement of key business performance
measures which support the delivery of our Purpose and Values.
Summary and
operation
Our Executive will be eligible for a payment under a Bonus Plan (BP)
agreed by the Committee.
The performance measures and targets for each annual BP cycle will
be set at the start of each year. Payments will be based on a
combination of business and individual performance.
50% of any award is subject to a two-year deferral period - not all of
the award will be paid in one go
50% will be paid two years later.
Payments made under the BP are subject to malus and clawback
provisions.
Maximum
opportunity
The maximum possible bonus opportunity under the BP is 250% of
salary for the Chief Executive and between 150% and 180% for the
remaining members of our Executive.
The maximum amount payable under the BP varies by Executive
member and is set at an appropriate level in accordance with our
reward philosophy. Target performance bonus is 50% of maximum.
Clawback provisions apply to the BP and enable the Committee to claim back part or all of a
payment under these arrangements if our Co-
op’s result
s were materially misstated, should
have been assessed materially differently or where an individual ceases to be employed by
our Co-op as a result of misconduct. Malus provisions allow, under specific circumstances,
that the Committee can decide that an award which has not yet paid out should lapse.
To ensure payments are affordable, the BP has a financial underpin which must be achieved
for any payments to be made. The Committee will look at performance at the end of the
period and assess the BP outcomes. It can provide a BP payment between nil and the
maximum opportunity for each executive depending on performance. The Committee has
discretion to adjust targets, performance results or payments (up to the maximum or down to
zero) for exceptional events, which they were not aware of at the time of granting the award.
Policy for Executive recruitment
The pay package for any new executive will be set using the same policies that apply to
current executives, benchmarked externally by role. This means that the Committee would
set a total pay package that is aligned to what other similar businesses pay for similar roles,
while ensuring that it pays no more than is necessary to secure the individual.
The following additional items of pay may be considered when recruiting an executive:
Relocation.
The Committee will consider contributing towards relocation costs for an
executive who needs to move home to be closer to their place of work or stay close to
their place of work during the working week. When applicable, this is provided under a
relocation policy that seeks to provide appropriate financial assistance based on the
nature of the move and individual circumstances, without encouraging people to spend
long periods away from family.
Co-operative Group Limited
Annual Report and Accounts 2022
105
Giving up of outstanding incentive awards.
Under absolutely exceptional
circumstances, the Committee may consider compensating a new executive for
incentive awards lost as a direct result of leaving their previous employer to join Co-op.
The exact type and amount of compensation will vary depending on the incentive plans
operated by the previous employer. Any payments agreed under this policy will be no
more generous than the arrangements lost, will mirror the original terms as far as
possible and will typically be subject to relevant performance criteria.
Policy for Executive leavers
In the event of termination, the Committee will review and approve all payments due to an
executive with the aim of minimising the costs to our Co-op. Payments will be based on
contractual and statutory obligations, including legal fees. Where negotiated, a contribution
towards career support may be made.
The notice period in newly recruited executives’ service contracts will not exceed six months.
Current executives’ contracts can be terminated by a maximum of six months’ notice. Where
it is better for our Co-op for an individual to remain under a contract of employment but not to
work their notice, they are placed on garden leave and only contractual payments are made.
Where an individual is not required to work their notice and receives a payment in lieu, our
Co-op is only obliged to pay base salary. The payment in lieu would not include any benefits
or bonuses.
The Committee can agree that the salary in lieu of the whole or part of the notice period can
be paid in instalments. The Committee has the right to reduce the payments of salary in lieu
of notice by the amount of income from a new role.
The Committee has discretion to determine whether, and to what extent, any part of the
deferred BP payment should be made in respect of the period they have been employed. In
exercising its discretion, the Committee will take account of the reasons for leaving,
performance and contractual commitments.
Comparison
For base salary, benefits and pension, the same market aligned principles are applied to all
colleagues.
Fees for Non-Executive Directors
Fees for non-executive Board directors are determined by the Non-Executive Fees
Committee of Council. Fees are described in the section Annual Report on Remuneration on
page 113.
Co-operative Group Limited
Annual Report and Accounts 2022
106
Annual Report on Remuneration
What did our executives earn in total during the year?
The table below shows the pay received by our executives during the 2022 financial year.
Table 1a
2022 pay for our executives in post at 1 January 2023
Shirine
Khoury-Haq
Dominic
Kendal-Ward
Mike Hazell
£
000
£
000
£
000
2022
2021
2022
2021
2022
2021
Fixed Pay
Basic Salary
727
650
158
-
325
-
Taxable Benefits
(1)
5
4
8
-
7
-
Pension Benefits
(2)
73
65
13
-
29
-
Performance-
related pay
Bonus Plan (3)
372
0
65
-
0
-
Deferred
Bonus Plan (4)
394
117
47
-
0
-
Other
Other (5)
0
0
0
-
5
-
Total
£1,571
£836
£291
£0
£366
£0
Notes to Table 1a
1.
Taxable benefits include car, fuel, car cash allowance and healthcare (where applicable).
2.
Pension includes Co-op Defined Contribution pension plan or cash allowance in lieu of pension provision.
3.
Bonus Plan amounts shown represent 50% of the 2022 BP earned award which is payable May 2023. The other 50% is
deferred for two years and paid subject to still being employed by our Co-op and not under notice and the rules of the
Bonus Plan. Due to Mike Hazell joining us on a fixed term contract basis, a separate bonus arrangement has been put in
place linked to specific deliverables during his contract.
4.
Deferred bonus awards relate to the 2020 BP. Half of the award was paid in May 2021 and the other half will be paid in
May 2023 subject to still being employed and not under notice.
5.
Other payments include a commuting/travel allowance.
6.
The fixed pay information shown for Dominic Kendal-Ward relates to the period since he joined our Executive, whereas
the performance-related pay element reflects the full year as eligibility is based on position at the end of the year.
Co-operative Group Limited
Annual Report and Accounts 2022
107
Table 1b
2022 pay for executives who left our Executive during the 2022 financial
year
Steve Murrells
(6)
Jo Whitfield
(6)
Helen Webb
(6)
Helen Grantham
(6)
£
000
£
000
£
000
£
000
2022
2021
2022
2021
2022
2021
2022
2021
Fixed Pay
Basic Salary (1)
301
750
248
650
233
450
208
350
Taxable Benefits
(2)
11
29
5
14
5
10
8
13
Pension Benefits
(3)
29
75
25
65
22
45
20
35
Performance-
related pay
Bonus Plan (4)
0
0
0
0
0
0
0
0
Deferred
Bonus Plan (5)
660
615
0
283
0
181
107
152
Other
Other (6)
0
0
0
0
0
0
0
0
Total
£1,001
£1,469
£278
£1,012
£260
£686
£343
£550
Notes to Table 1b
1.
Basic salary includes a payment on leaving for unused holiday entitlement.
2.
Taxable benefits include car, fuel, car cash allowance and healthcare (where applicable).
3.
Pension includes Co-op Defined Contribution pension plan or cash allowance in lieu of pension provision.
4.
No 2022 Bonus Plan payments have been made to Steve Murrells, Jo Whitfield, Helen Webb and Helen Grantham.
5.
No deferred 2020 Bonus Plan payment has been made to Jo Whitfield and Helen Webb. Steve Murrells will be treated as a
qualifying leaver and receive his 2020 deferred award in May 2023. Helen Grantham will be treated as a qualifying leaver
and receive a partial award for her 2020 deferred award in May 2023.
6.
Steve Murrells stepped down from the Executive on 21st May 2022, Jo Whitfield stepped down from the Executive on 30
September 2022, Helen Grantham retired from the Executive on 31 July 2022 and Helen Webb stepped down from the
Executive on 30 June 2022.
2022 BP outturn
The following table shows our performance for each section of the 2022 balanced scorecard.
2022 Balanced
scorecard measures
Weighting
Performance
Measures
% of
maximum
weighting
Outturn
Summary
Win as Co-op
Co-op Operating Profit
50%
Miss
Our
Co-op
performed
with
resilience in 2022, against an
extremely challenging market
backdrop
Achieving
operating
profit
growth was a challenging target
given the market headwinds,
including
significant
underbudgeted in-year energy
and salary inflation
Based on performance against
the 2022 budget the result for
the financial element of the
Co-operative Group Limited
Annual Report and Accounts 2022
108
2022 BP scorecard is below
threshold
Fairer for our Members and Communities
Member
measures
focused on creating and
sharing value; driving
member engagement,
creating value with our
members and sharing it
with their communities
20%
Target +
During 2022, we delivered
incremental activity across a
number of key areas
Member participation continued
to grow and reflects our
growing understanding of what
motivates members to
participate, especially in our
community
We also saw strong growth in
members redeeming digital
personalised offers with over
one million members
redeeming a digital offer
Based on performance against
the 2022 targets, an outturn of
Target + was achieved
Fairer for our Colleagues
Colleague
measures
focused on building and
maintaining colleague
engagement
10%
Miss
We went ahead with our annual
Talkback survey during original
timescales despite the timing
coinciding with significant
restructuring. We chose to do
this in order to give colleagues
a voice during a difficult time
despite knowing that the activity
we were undertaking would
have a significant impact on our
colleague engagement
There are some key strengths
in our experience metrics.
Colleagues are also
increasingly positive about our
inclusivity, with 81% feeling Co-
op is a place where people
from diverse backgrounds can
succeed
Our drop in our engagement
score in 2022 meant
performance against this
measure is below threshold
Personal performance
Assessment of how each
member of the Executive
performs across the year
20%
Determined in reference to
individual performance.
Measures include specific
objectives such as overall
financial performance, cultural
achievements such as inclusion
and leadership, transformation
programme delivery and
sustainability targets
Co-operative Group Limited
Annual Report and Accounts 2022
109
In determining the final outturn, the Committee reviewed each of the measures as set very
robustly but tried to balance the ambition to recognise an exemplary job in an another
extremely challenging year.
Based solely on performance against the balanced scorecard measures covering profit,
colleagues, community and membership, the bonus outturn was just below ‘threshold’. The
Committee did not retrospectively change those targets, even though the market had
changed so dramatically since they were set. But the Committee did decide to use discretion
against the proportion of bonus allocated to individual performance ratings to increase the
outturn on the personal element of the scorecard. This went some way to recognise the
significant extra effort of our colleagues to improve our position, particularly in the second
half of our year. This upward discretion meant that outturn of the 2022 BP was around
threshold.
What deferred BP awards do our executives hold?
Awards are made annually under the BP and any payments due are made in cash, with 50%
of all awards paid in two years’ time. The table below shows the value of the deferred award
held by executives in post at 1 January 2023.
Table 2a
deferred BP awards held by our executives in post at 1 January 2023
Name of executive
Bonus
Plan award
year
Value of Bonus
Plan award
deferred
Bonus Plan
deferred award
due in year
(Note 1)
£
000
£
000
Shirine Khoury-Haq
2022
372
-
2021
0
-
2020
394
Dominic Kendal-Ward
2022
65
-
2021
10
-
2020
-
47
Mike Hazell
2022
-
-
2021
-
-
2020
-
-
Notes to Table 2a
1.
The Bonus Plan rules apply in respect of payments being made.
2.
Due to Mike Hazell joining us on a fixed term contract basis, a separate bonus arrangement has been put in place
linked to specific deliverables during his contract.
Co-operative Group Limited
Annual Report and Accounts 2022
110
Table 2b
deferred BP awards for executives who have left our Executive
Name of executive
Bonus Plan
award year
Value of Bonus Plan
award deferred
(Note 1)
£
000
Steve Murrells
1
2021
0
2020
660
Jo Whitfield
2
2021
0
2020
343
Helen Webb
2
2021
0
2020
238
Helen Grantham
3
2021
0
2020
107
Notes to Table 2b
1.
Steve Murrells will be treated as a qualifying leaver and will receive his 2020 deferred award in full in May 2023.
2.
The deferred BP awards were forfeited when Jo Whitfield and Helen Webb stepped down.
3.
Helen Grantham will be treated as a qualifying leaver and will receive a partial award for her 2020 deferred
award in May 2023.
What pension benefits are our executives entitled to?
The table below shows the pension entitlements for our Executive. The figures shown reflect
the period that the individuals were appointed to our Executive.
Table 3a
Pension entitlements for executives in post at 1 January 2023
Name of
executive
Date
appointed
to
Executive
Years
of
group
service
Period
Employer
contributions to
Defined
Contribution
pension
scheme
Payment in
lieu of
pension
benefit
Total
pensions
benefit
£
000
£
000
£
000
Shirine
Khoury-Haq
5 Aug
2019
3
2022
2
71
73
2021
2
63
65
Dominic
Kendal-Ward
13 Jun
2022
5
2022
13
0
13
2021
-
-
-
Mike Hazell
9 Jun
2022
0
2022
1
28
29
2021
-
-
-
Notes to Table 3a
1.
All pension scheme members have the option of paying additional voluntary contributions to their respective pension
scheme. Neither any contributions paid nor any benefits arising from them are shown in the above table.
2.
Defined benefit accrual ceased in October 2015 for all colleagues.
3.
Pension figures for Dominic Kendal-Ward are based on the period from when he joined our Executive to the end of the
financial year.
Co-operative Group Limited
Annual Report and Accounts 2022
111
Table 3b
Pension entitlements for executives who left our Executive during the 2022
financial year
Name of
executive
Date
stepped
down
from
Executive
Years
of
group
service
Period
Employer
contributions
to Defined
Contribution
pension
scheme
Payment in
lieu of
pension
benefit
Total
pensions
benefit
£
000
£
000
£
000
Steve
Murrells
21 May
2022
9
2022
-
29
29
2021
-
75
75
Helen
Grantham
31 Jul
2022
6
2022
-
20
20
2021
-
35
35
Jo Whitfield
30 Sept
2022
6
2022
2
23
25
2021
3
62
65
Helen Webb
30 June
2022
8
2022
-
22
22
2021
-
45
45
What arrangements have been agreed for former executives?
Jo Whitfield stepped down from our Executive on 30 September 2022. Her earnings whilst
she was a member of our Executive team up to 30 September 2022 are shown in Table 1b.
The terms of her settlement agreement included an amount of £364,000 for contractual pay
in lieu of notice and termination payments totalling £344,000.
Helen Webb stepped down from our Executive on 30 June 2022. Her earnings whilst she
was a member of our Executive team up to 30 June 2022 are shown in Table 1b. The terms
of her settlement agreement included an amount of £225,000 for contractual pay in lieu of
notice and a termination payment of £253,000.
Steve Murrells stepped down from our Executive on 22 May 2022. His earnings whilst he
was an Executive up to 22 May 2022 are shown in Table 1b. The terms of his settlement
agreement included an amount of £375,000 for contractual pay in lieu of notice. His deferred
2019 bonus payment was paid in full in May 2022 and he will be treated as a qualifying
leaver for the 2020 deferred bonus payment due in May 2023.
Helen Grantham retired from our Executive on 31 July 2022. Her earnings whilst she was a
member of our Executive team up to 31 July 2022 are shown in Table 1b. In line with the
bonus plan rules, Helen will be treated as a qualifying leaver for the 2020 deferred bonus
payment due in May 2023 and will receive a prorated award.
Pay ratio
Large public companies are required to report the ratio of pay between a firm’s chief
executive compared to the 25th, median and 75th percentiles of full-time employees.
To calculate each percentile, we’ve sorted all our colleagues in order of their total pay from
high to low. We then split them into four equal groups to work out the percentiles i.e. if there
are 101 colleagues, the 25th highest paid colleague is used for the 75th percentile, the 51st
highest paid colleague for the median and the 75th highest paid colleague for the 25th
percentile.
Co-operative Group Limited
Annual Report and Accounts 2022
112
The pay ratios, calculated in line with the Corporate Governance Code guidance, are set out
below.
Year
Method
25th percentile ratio
Median pay ratio
75th percentile
ratio
2022
Option C
91:1
76:1
62:1
2021
Option C
76:1
71:1
64:1
2020
Option C
122:1
117:1
102:1
2019
Option C
83:1
76:1
62:1
Under the options provided in the guidance to calculate the pay ratio, we’ve opted to use
option C. This allows us to select comparator colleagues for the 25th, 50th and 75th
percentiles. All three options would give us a very similar result, and option C is the most
practical and appropriate for Co-op given the size and complexity of our payroll systems.
A large proportion of our colleagues work in frontline roles in our stores, and both the 25th
percentile and the median comparators are CTMs in our Food stores.
The Government pay ratio calculation is based on actual pay received. It therefore can
change a lot, as bonus payments are likely to vary each year given that they are linked to
both business and personal performance.
In addition, for the last six years,
we’ve shared our pay ratio based on target earnings rather
than actual, as this approach makes sense to us and we believe it will make it easier for
members to compare progress over time. We’ll continue to provide the ratio on this basis,
and the ratio between our highest paid executive and lowest paid colleague for 2018 to 2023
on base pay and for base pay plus target bonuses is set out below.
Year
Base pay only
Base pay plus on target bonuses
1 April 2023
35:1
79:1
1 April 2022
39:1
87:1
1 April 2021
40:1
91:1
1 April 2020
43:1
96:1
1 April 2019
44:1
99:1
1 April 2018
48:1
96:1
On appointment as our Chief Executive, Shirine Khoury-
Haq’s salary increased to £750k,
and her maximum bonus opportunity increased to 250%, which is the same remuneration
package as our previous CEO Steve Murrells. The reason for the reduction in the pay ratio is
that our CEO pay and on-target earnings has remained static whereas we
’ve
increased the
pay of the comparator role, which is a Customer Team Member (CTM) in our Food Stores,
by 10.1% from 1 April 2023.
Non-
Executive Directors’ remuneration
This section of the report includes details of the payments made to the Non-Executive
Directors (NEDs) in office during 2022.
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Annual Report and Accounts 2022
113
What are the fees for the NEDs for 2023?
NED Role
Fees
Chair
The basic fee for the Chair role is £250,000 per annum. There has
been no change in annual fee between 2015 and 2022. No
additional fees are paid
Independent Non-
Executive
Directors (INEDs)
The basic fee for an INED is £60,000 per annum
The following additional fees apply:
Senior Independent Director £15,000
Chair of Risk and Audit Committee £15,000
Chair of Remuneration Committee £15,000
There is no additional fee for the Chair of Nominations Committee
or for being a member of any committee
Member
Nominated
Directors (MNDs)
The basic fee for an MND is £60,000 per annum
The same additional fees for the INEDs apply to MNDs who are
Chairs of a committee. There is no additional fee for being a
member of any committee
Since his appointment date, the Chair has waived his fee of £250,000 per annum. Instead
this is paid direct by our Co-op to charity. In 2022, it was paid to The Co-operative
Community Investment Foundation. No other benefits will be provided for the Chair or any
other NED member of our Board.
All NEDs are entitled to reimbursement of all reasonable and properly documented travel,
hotel and other expenses incurred in performing their duties, in accordance with the terms of
our Co-
op’s expenses policy.
None of the NEDs, by virtue of their Board position, participated in any of our Co-
op’s
incentive plans or pension schemes, nor did they receive performance-related payments
during the period.
The NEDs’ letters of ap
pointment are available for inspection on request.
How long are directors appointed to our Board for?
Appointments to our Board are for the following periods:
The INEDs (including the Chair) were initially appointed for two-year terms subject to
election and re-election in accordance with the Rules. We amended our Rules in 2018
so that all INEDs and Executive Directors have to retire from office at each third AGM
following their election/re-election. Our Board and the Council have the right to agree
otherwise in order to avoid a situation where more than half of the other Directors
(excluding the Member Nominated Directors) would be retiring from office at the same
AGM.
On this basis, any new appointments or re-appointments for INEDs are generally for
three-year terms, subject to INEDs being able to serve a maximum of nine years.
Executive Directors do not have a maximum term of office.
MNDs were initially appointed for two-year terms and could serve a maximum of three
terms, subject to the Member Nominated Director Election Regulations. Following the
2018 Rule amendments, MNDs are generally appointed for three-year terms and can
serve a maximum of nine years.
Co-operative Group Limited
Annual Report and Accounts 2022
114
What did the NEDs earn during the year?
The table below shows the fees paid to our NEDs during the 2022 financial year.
Table 4a
Non-executive members of our Board at 1 January 2023
Notes
Co-op
Board
Risk and
Audit
Committee
Chair
Remuneration
Committee
Chair
Senior
Independent
Director
2022 total
2021
total
£
000
£
000
£
000
£
000
£
000
£
000
Allan
Leighton
(Chair)
1
See
note 1
See note
1
See
note 1
Sir
Christopher
Kelly
2,3
60
15
75
75
Stevie
Spring
2
60
15
75
75
Simon Burke
2
60
15
75
75
Lord Victor
Adebowale
60
60
60
Kate Allum
60
60
39
Margaret
Casely-
Hayford
60
60
60
Paul
Chandler
60
60
60
Sarah
McCarthy-
Fry
60
60
60
Rahul Powar
60
60
60
Notes to Table 4a
1.
Since his appointment date, the Chair has waived his fee of £250,000 per annum. Instead this is paid direct by our Co-op
to charity. In 2022, it was paid to The Co-operative Community Investment Foundation.
2.
The Risk and Audit Committee Chair, the Remuneration Committee Chair and the Senior Independent Director each
receive an additional fee of £15,000 per annum.
3.
Sir Christopher Kelly receives an additional £60,000 fee as the Chair of the Board of Co-op Insurance Services Limited.
4.
No additional fee is paid to the Chair of the Nominations Committee.
5.
Kate Allum was appointed on 15 May 2021.
Table 4b
Former Non-Executive members of our Board who left during the 2022
financial year
During the year, there were no changes to our Non-Executive members of the Board.
For details of fees paid to Independent Non-Executive Directors on the boards of subsidiary
businesses, please see the relevant accounts, which are available on request from the
Secretary.
Role of the Committee
The Committee is responsible for determining and overseeing the Executive Pay Policy for
our Co-op to ensure a consistent approach across our Co-op and its subsidiaries.
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Terms of reference
The terms of reference of the Committee are available on our website:
www.co-
operative.coop/investors/rules
Members of the Committee
Details of the Committee members and their attendance at meetings during 2022 are
provided on page 79.
The Chief Executive, the Group Secretary and General Counsel, the Chief People and
Inclusion Officer and members of the Reward team are also invited to attend the meetings of
the Committee, but are not present when their own remuneration or terms and conditions are
being considered. Other individuals are invited to attend for specific agenda items when
necessary.
The Committee members are all non-Executive. They have no personal financial interests in
the Committee’s decisions and they have no involvement in the day
-to-day management of
our Co-op. Our Board believes that all members of the Committee are independent for the
purpose of reviewing remuneration matters.
Independent advice
In carrying out its responsibilities, the Committee has access to independent advice as
required. During 2022, the Committee retained Deloitte as its independent remuneration
adviser. The fees paid to Deloitte during this period totalled £44,450 excluding VAT.
Deloitte are a signatory of the Remuneration Consultants’ Code of Conduct, which requires
their advice to be objective and impartial.
The Committee takes legal advice from our Co-
op’s internal Legal team and also from
external legal advisers.
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The report of the Nominations Committee
Introduction from the Committee Chair
I am pleased to present the report from the Nominations Committee for what marks my
eighth year as Co-op Chair and Chair of the Nominations Committee. The Committee has
continued to play a key role in supporting the Board and has continued to assess the
composition, succession plan and skills and experience of the Board and its committees to
ensure it is operating effectively.
Key areas of activity for the Committee have included:
Leading on the process to appoint a new Independent Non-Executive Director (INED)
to replace Simon Burke as Risk and Audit Committee Chair.
Leading further development of Board succession planning.
Undertaking an internal Board evaluation.
Reviewing the Board Diversity and Inclusion Policy.
Appointing a new CEO.
The Committee also continued to deal with all of its routine matters, which included
assessing whether Directors have met the required eligibility and membership criteria,
recommending the re-appointment of Independent Non-Executive Directors and reviewing
the Committee Terms of Reference.
As noted in my introduction to the Governance Review, we are delighted that Adrian Marsh
will be joining us as our new INED and Risk and Audit Committee Chair following a robust
recruitment process led by the Committee.
Sir Christopher Kelly, Stevie Spring, Paul Chandler and I will all achieve nine years of Board
tenure during 2023/24 and, in accordance with our Rules, we will be required step down
from the Board. The Committee and our Board as a whole have been particularly mindful of
the various changes taking place to our composition in a relatively short period, and have
been carefully planning ahead to ensure orderly succession. Leading on the recruitment
activity and ensuring the Board maintains an appropriate balance of skills, experience and
diversity will remain a key priority for us during 2023.
Allan Leighton
Chair, the Nominations Committee
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What does our Nominations Committee do?
Our Nominations Committee:
Leads the appointment process for Executive Directors and Independent Non-
Executive Directors (INEDs) having regard to (amongst other things): our Rules, our
Board Composition Charter, our Board Diversity Policy, our Membership Regulations,
our Board Election Regulations and Co-operative Values and Principles.
Leads on other non-Board appointments if asked.
Checks and approves the qualification and commercial experience requirements of
INEDs and Executive Directors.
Under the direction of the Chair, keeps the diversity and effectiveness of our Board
under review and ensures it has the appropriate balance of skills and experience to
provide effective leadership and oversight.
Evaluates Director performance individually and collectively.
Reviews and recommends succession plans for our Board.
Submits proposals to the Non-
Executive Directors’ Fees Committee in respect of the
remuneration of our Co-op Chair, INEDs and Member Nominated Directors (MNDs).
The Member Nominated Directors Joint Selection and Approval Committee (MNDJC)
oversees the election process for MNDs and therefore who is put forward for direct election
by members.
The Committee’s Terms of Reference were reviewed during the year
. They are available on
our website:
www.co-operative.coop/investors/rules
Membership and Attendance
The membership of the Committee comprises a combination of INEDS, MNDs and the
Council President. Where appropriate, the CEO is invited to attend meetings. Biographical
details of the Committee members can be found on pages 66 - 71. The Committee met
formally three times during the year with meeting attendance available on page 80.
2022 focus areas
Board recruitment
During the year, the Committee, under the leadership of the Chair and Senior Independent
Director (SID), led a formal, rigorous and transparent process to select Adrian Marsh as our
new INED as successor to Simon Burke, Chair of the Risk and Audit Committee.
The Committee engaged external executive search consultants Odgers Berndtson to
conduct the search. Odgers’ only connection with
our Co-op is as recruitment consultants
and there are no relevant connections with individual Directors.
The Committee agreed the scope and candidate profile for the role with a diverse longlist
being a key requirement. As well as the necessary skillset, experience and qualification for
the role, including those set out in our Rules and Regulations, candidates also needed to be
able to demonstrate a strong personal commitment to Co-operative Values and Principles.
A shortlist of candidates was agreed and interviewed by various members of the
Nominations Committee and Board. Following these meetings, the Committee was
unanimous in recommending to the Board the appointment of Adrian Marsh.
Adrian will be joining us in May 2023, following which he will undertake a comprehensive
induction programme.
Also, Rachel Izzard will join our Co-op in June 2023 as Chief Financial Officer and Executive
Director, replacing our Interim CFO Mike Hazell. The Committee has supported our CEO
and Chief People and Inclusion Officer who led the CFO recruitment process. This included
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Annual Report and Accounts 2022
118
Committee members meeting with potential candidates and considering factors including
skills and experience and commitment to our Values and Principles.
Rachel’s appointment as an Executive Director has been approved by our Board, following a
recommendation from the Committee.
As Adrian and Rachel will both join our Board after the date of convening the AGM, in
accordance with our Rules, both Adrian and Rachel will be due to stand for election for the
first time at our 2024 AGM.
2022 focus areas
Board evaluation
Our Board evaluation provides the Board with an opportunity to reflect on effectiveness and
performance.
2022 saw an internal Board effectiveness review process, facilitated by Sir Christopher Kelly.
Whilst our Rules indicate that an external review should be undertaken at least every two
years (unless there is good reason for not doing so), the Committee and Board Chair
decided that there would be no significant merit in holding an external review in 2022. The
Committee further agreed that the external review should be undertaken every three years,
in line with the recommendations of the UK Corporate Governance Code and on
consideration of the cost involved. An external evaluation is scheduled for 2023.
For the 2022 review, Board members completed an online questionnaire, rating their degree
of satisfaction with different aspects of Board performance. Areas of focus included Board
meetings, boardroom culture and focus, decision making, Board papers and presentations,
the relationship with the Council and Board committees.
The results were discussed by the Directors, in the absence of the Chair and Chief
Executive and separately with the Chair and Chief Executive. The Council President and the
Group Secretary were also consulted and Sir Christopher shared the outputs with the
Council’s Go
vernance Committee.
Based on the results of the review, an action plan has been developed and agreed with the
Board. Areas of focus include:
Deepening Board members’ understanding and experience of culture across the
organisation to assist the Board in taking accountability for culture and holding
leadership to account.
Enhancement of the Board’s relationships with functions across the Co
-op, in
recognition of the benefits this can bring.
Further consideration of the approach to discussions on Strategy and Purpose.
Considering the ideal mix and balance of skills and personalities on the Board, in
particular in the light of upcoming Board changes.
Further enhancements to improve the effectiveness of online and hybrid meetings
(noting the intention that Board meetings will be in person wherever practical).
2022 focus area - Board succession planning
During the year, the Committee reviewed the Board Skills Matrix (used to help assess the
current skills, knowledge and experience of the Board and any potential gaps that could be
addressed in future appointments). This continues to be maintained and has been used to
inform discussions on the skills and experience we are looking for in our new Board
members.
Our Non-Executive Directors comprise both INEDs and MNDs. While we can actively recruit
for skills and skills gaps for INEDs, our MNDs are elected directly by our members once they
have been shown to meet the membership and eligibility criteria under our Rules.
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Annual Report and Accounts 2022
119
Directors are subject to re-election every three years. Lord Victor Adebowale, Shirine
Khoury-Haq and Stevie Spring will be offering themselves for re-election by members at the
2023 AGM.
Also, one of current MNDs, Margaret Casely-Hayford is due to stand for re-election in 2023.
In accordance with our Rules, Shirine Khoury-Haq as Chief Executive Officer (with the
support of our Chief People and Inclusion Officer) leads on succession planning for the
leadership, in consultation with the Board. This has been delegated to the Remuneration
Committee to review in the first instance.
2022 focus areas
Re-appointment of Directors
During the year, the Committee considered and recommended to the Board the re-
appointments of Allan Leighton (Group Chair), Stevie Spring (INED) and Simon Burke
(INED).
Following the completion of their latest terms, Allan Leighton and Stevie Spring will reach the
end of their nine-year terms and will be required to step down from the Board in 2024.
The Member Nominated Director Joint Selection and Approvals Committee (MNDJC) was
responsible for the MND election process, which saw Paul Chandler and Sarah McCarthy-
Fry being re-elected for additional terms during 2022.
2022 focus areas
Diversity and Inclusion
A diverse and inclusive workplace representative of our membership remains a priority for
the Board and Nominations Committee and underpins discussion at every level.
Whilst we believe diversity goes beyond gender and ethnicity, we know this has rightly been
a key area of focus over recent years.
We are proud that our Board is currently comprised of:
Men: (6) (55%).
Women: (5) (45%).
Ethnic Minority: (4) (35%).
During the year, the Committee reviewed the Board Diversity and Inclusion Policy and
remained satisfied that it was aligned to Our Commitments to Racial Equality and Inclusion
manifesto, adopted in 2020. The Board Diversity and Inclusion Policy can be found at:
www.co-operative.coop/investors/rules
For more information on Our Commitments to Racial Equality and Inclusion, and how we
measured against these targets during 2022, please see our Co-operate Report.
2022 focus areas
Board Committee composition
The Committee reviewed the composition and balance of skills on our Board Committees.
As part of this review, the Committee considered the membership of each committee, the
tenure of each Director, the Board Skills Matrix, diversity and input from the Committee
Chairs.
In January 2023, the Committee recommended that Kate Allum be appointed to the
Remuneration Committee. This would help affect orderly succession and continuity in light of
the pending changes to the Board.
2022 focus areas
Review of INEDs’ and Executive Directors’ qualification and
commercial experience
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Annual Report and Accounts 2022
120
Having reviewed the qualifying and commercial experience for INEDs and Executive
Directors throughout the year (including the Membership Criteria and Eligibility Criteria) the
Committee can confirm that the INEDs and our Executive Directors have all met the relevant
requirements and shown continued commitment to Co-operative Values and Principles.
Focus areas for 2023
For 2023, the focus areas for the Committee will include:
Leading and concluding processes to appoint a new Board Chair and SID.
Commencing and leading the process to appoint an INED as successor to Stevie
Spring, the Chair of our Remuneration Committee.
Progressing actions arising from the 2022 Internal Board evaluation.
Overseeing an externally facilitated Board evaluation.
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Annual Report and Accounts 2022
121
Directors’ report
The Directors present their report, together with the audited financial statements for the
period ended 2 January 2023
.
Results and distributions
The profit before taxation (from continuing operations) was £247m (2021: £57m). No interim
dividend has been paid for 2022 and the members are not being asked to approve any
distribution of profits for the year.
Going concern
The financial statements are prepared on a going concern basis as the directors have a
reasonable expectation that the Group has sufficient liquidity to continue in business for the
foreseeable future.
Our Co-op operates with net current liabilities as our working capital cycle means cash
receipts from revenues arise in advance of the payments to suppliers for the cost of goods
sold. We also borrow money from banks and others, and as part of this process we have
checked that we can comply with the terms of those agreements - for example, banking
covenants and facility levels. Accounting standards require that the foreseeable future
covers a period of at least 12 months from the date of approval of the financial statements.
The assessment of going concern relies heavily on the ability to forecast future cashflows
over the going concern assessment period, to 31 December 2024. Although our Co-op has a
robust planning process, the current economic uncertainty (driven by factors including
ongoing inflation and rising energy costs) means that additional sensitivities and analysis
have been applied to test the going concern basis under a range of downside scenarios. The
following steps have been undertaken to allow the directors to conclude on the
appropriateness of the going concern assumption:
1.
Understand what could cause our Co-op not to be a going concern in relation to
facility headroom and covenant compliance.
2.
Review and challenge of the base case forecast produced by management, including
key investment choices.
3.
Consider downside sensitivities across the base case forecast as part of going
concern.
4.
Examine what controllable mitigating actions would be taken in the event of these
scenarios.
5.
Perform a reverse stress test to assess under what circumstances liquidity and
covenant headroom would become a risk, assess the likelihood of whether they
could occur and any further mitigating actions.
6.
Conclude upon the going concern assumption.
1. Understand what could cause our Co-op not to be a going concern in relation to
facility headroom and covenant compliance.
In making their assessment, the directors have considered a wide range of information
relating to present and future conditions, including future forecasts of profitability; cashflow
and covenant compliance; and available capital resources.
The potential scenarios which could lead to our Co-op not being a going concern are:
a.
Not having enough cash to meet our debt liabilities as they fall due; and/or
b.
A breach of the financial covenants implicit in our bank facility agreement.
We note at the year-end date, of the total £1,079m of facilities available to us, we were
£780m drawn-down. Note 28 to the Financial Statements sets out more information on the
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Annual Report and Accounts 2022
122
Group’s objectives, policies and processes for managing its capital, its financial risk
management objectives, details of its financial instruments and hedging activities, and its
exposures to credit and liquidity risk.
2. Board review and challenge the base case forecast
We have conducted a detailed forward planning exercise as part of our strategic plan. The
Co-
op’s base case forecast includes prudence
following the uncertainty in the market due to
geo-political factors, inflation and rising energy costs. The Board has reviewed and approved
these plans.
The key assumptions in the plan are:
a)
Sales growth continues to be supported by market wide inflation, primarily due to the
impact of cost headwinds (energy and wage inflation) increasing the cost of goods.
This growth is tempered with volume reduction from cost of living pressures.
b)
Cost headwinds continue due to energy and wage inflation.
c)
Capital investment remains tightly controlled, supported by a capital light store growth
programme.
d)
The bond due for maturity in 2024, and those maturing thereafter, are repaid in full out
of existing cash balances.
3. Consider downside sensitivities across the base case forecast
In undertaking our going concern assessment, we have included assumptions related to the
uncertain economic environment, and modelled further severe but plausible downside
sensitivities of internal and external factors on the financial projections including (but not
limited to):
A reduction in the sales in our Food retail business, with a 2% reduction to sales
volume in FY23 and 1% thereafter.
A reduction in the demand of our Funeralcare business, with a 1% reduction in
volume of funerals delivered, a reduction in average sales price and a move to
customer preferences towards lower cost funerals.
An increase in energy costs across each year of the plan of £20m in each year,
reflecting a reversion to the peak energy costs of 2022.
Assuming a slower salary inflation reversion to normal levels in FY25, representing
£40m cost each year (the base plan assumes that salary inflation normalises over
the life of the plan).
The sensitivities identified above do not risk the validity of our Co-op as a going concern
even before applying the mitigating actions set out below. Also, we have considered a
plausible combination of the sensitivities happening concurrently where the validity remains
protected. Even in the implausible scenario of all the sensitivities happening simultaneously
we still have liquidity and covenant headroom.
4.
Examine what mitigating actions would be taken in the event of these scenarios
Whilst out of line with our strategic ambition, there are several options within the business'
control we could exercise, if the above risks materialised. Options include:
Our Co-
op’s ability to control the level and timing of its capital expenditure
programme, saving a minimum of 10% of the total capital outlay.
Apply cost control measures across both variable and overhead budgets of at least
£20m, as well as flexibility to the level of pass-through of energy and cost inflation to
the end customer.
5. Perform a reverse stress test and assess any further mitigating actions
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Annual Report and Accounts 2022
123
Whilst our initial going concern approach assesses likely risks to our base case forecasts
through severe but plausible downside scenarios and options to mitigate them, the reverse
stress test represents a worst-case scenario at which point the model breaks. Whilst unlikely,
to demonstrate the above, we have modelled that a negative cash impacting event of £569m
could occur before we would be at risk of breaching our covenant and/or liquidity headroom.
We note that whilst all remain undesirable strategically, we could mitigate the reverse stress
test scenario through a further reduction or delay in capital expenditure and a change in the
timing of our investment into operational improvements. There is also the option to apply
further cost control measures and flexibility to pass a higher level of energy and cost inflation
onto the end customer.
6. Conclude upon the going concern assumption
For the purposes of going concern, we assume that no new facilities are required or needed.
We do not anticipate any change in this assumption, but this will be kept under review.
Based on all of the above considerations, the Directors have not identified any material
uncertainties and have a reasonable expectation that the Society and the Group have access
to adequate resources to enable them to continue in operational existence for the foreseeable
future. For this reason, they continue to adopt the going concern basis in preparing the Group’s
financial statements.
Further information relevant to the directors’ assessment i
s provided within the General
Accounting Policies section of the financial statements (page 221).
Longer term viability
The directors have assessed whether we will have enough money to continue in business
and whether covenants are expected to be complied with over the longer term. In making
that assessment, the directors have considered our Co-
op’s current position and the
potential impact of our principal risks as set out on pages 61 - 65. We believe that a three-
year period to 31 December 2025 is an appropriate period over which to provide this longer-
term viability statement. Retail is our largest business and the directors have therefore
determined the three-year assessment period given the dynamic nature of the retail sector.
This is consistent with other major food retailers and forms part of the detailed forecasts
reviewed by the Group board as part of the strategic planning process.
We have assumed that our borrowing facilities maturing in 2024 and 2025 are repaid as they
fall due, and that the 2026 Eurobond is refinanced on maturity. Post year end, we have
extended our Rolling Credit Facility (RCF) maturity date from September 2024 to March
2026. The RCF will increase in size to £442.5m until September 2024, then fall to £360m if
one of the Bank’s choose not to extend (as assumed in this model). Our RCF will then be a
committed £360m for the period October 2024 to March 2026. We have the option of inviting
new banks to participate, although we have sufficient headroom irrespective of this.
As part of the strategy planning process, the directors make a number of assumptions and
judgements about business performance. We then flex the main financial assumptions to
check that we still comply with the terms of our facilities, even if some of our principal risks
happen. The viability statement is a continuation of the going concern assessment into future
years and is part of the strategic plan that the Co-op Board has challenged and approved.
The nature of the key assumptions are consistent with those in FY23 but have been flexed to
reflect our expectations of trends beyond the going concern period of assessment.
The
scenarios we have selected are severe but plausible and include considering risks in
combination. We have ensured that the sensitivities modelled are representative of our
principal risks as set out in the below table:
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Annual Report and Accounts 2022
124
Principal risk
Sensitivity applied
Competitiveness and External Environment
Food sales reduce by 2% in FY23 and 1%
thereafter
Funeralcare volumes reduced by 1%
Funeralcare average sales price reduced to
reflect lower average price and sales mix
Wage and other cost inflation
Electricity, gas and fuel price increases
When applying these viability sensitivities, there is no breach to our Co-
op’s financial
covenants and there remains sufficient liquidity through to the end of 2025.
Following their review, the directors have therefore concluded that they have a reasonable
expectation that the Group will have enough money and covenant headroom to continue in
business over the period to 31 December 2025.
Post balance sheet events
Bond liability management exercise
on 1 March 2023, the Group repurchased £100m of
the £300m 5.125% Sustainability Bond (due May 2024) from bond holders following an over-
subscribed tender exercise. This was announced to the market on 27 February 2023. The
bonds were bought back at 99% of par value.
Rolling Credit Facility (RCF) refinancing
on 20 March 2023, we concluded an amendment
and extension exercise for our Revolving Credit Facility. As a result our £400m sustainable
RCF will increase in size to £442.5m until September 2024 when it will fall to £360m. The
£360m facility will mature in March 2026. New sustainability metrics will be added into the
facility during 2023, firmly linking Co-
op’s commitment to sustainability with its financial
facilities.
Greenhouse gas emissions
Since 2016, our total Scope 1 and 2 greenhouse gas (GHG) emissions have reduced by
55.68%. In 2021, we reported that we reached our science-based target for Scope 1 and 2
greenhouse gas emissions three years early. Total Scope 1 and 2 GHG emissions have
continued to decrease by 9.58% in 2022. This is due to using less energy, less fuel, a
decrease in emissions from fugitive refrigerant gases and the UK grid electricity mix
generating lower carbon emissions.
Scope 1 and 2 company reporting
In line with GHG Protocol guidance, we present our Scope 1 and 2 GHG emissions figures
in two ways, showing GHG emissions if our electricity was counted at UK grid average
(known as location-based reporting), and also accounting for our purchase and generation of
renewable electricity (known as market-based reporting). Our GHG emissions reduction
target is in line with the reductions needed to keep global warming to 1.5°C above pre-
industrial temperatures: a threshold for the most dangerous impacts of climate change.
Our targets have been reviewed and approved by the Science-Based Targets initiative
(SBTi), a coalition of leading environmental NGOs. In 2023, we will be resetting our climate
targets across all scopes, for the near and long term, to ensure that they are in line with
Co-operative Group Limited
Annual Report and Accounts 2022
125
keeping global temperature rise to no more than 1.5ºC above pre-industrial temperatures.
We are expecting these updated targets to be released and validated by the SBTi later in
2023.
Scope 1 and 2 GHG emissions since 2016
location-based
2016
ktCO
e
2017
ktCO
e
2018
ktCO
e
2019
ktCO
e
2020
ktCO
e
2021
ktCO
e
2022
ktCO
e
653
542
436
397
349
320
288
Scope 1 and 2 GHG emissions since 2016
market-based
2016
ktCO
e
2017
ktCO
e
2018
ktCO
e
2019
ktCO
e
2020
ktCO
e
2021
ktCO
e
2022
ktCO
e
342
297
247
232
206
198
181
Scope 1 and 2 GHG emissions by source
location-based
2022 ktCO
e
Scope 1 - Refrigeration
66
Scope 1 - Fuel
95
Scope 1 - Gas
19
Scope 2 - Electricity
107
Scope 1 and 2
Total (location-
based)
288
Numbers in ktCO₂e have been rounded to the nearest whole number
Scope 1 and 2 GHG emissions by source
market-based
2022 ktCO
e
Scope 1 - Refrigeration
66
Scope 1 - Transport
95
Scope 1 - Heating / Generation
19
Scope 2 - Electricity
1
Scope 1 and 2
Total (market-
based)
181
Numbers in ktCO₂e have been rounded to the nearest whole number
Annual energy consumption (GWh)
2022 GWh
Electricity (location based)
555
Gas
105
Fuel
370
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Annual Report and Accounts 2022
126
Carbon intensity
Energy efficiency
Reducing our operational greenhouse gas emissions to meet our science-based target has
centred around energy efficiency improvements, refrigeration technology and UK electricity
grid decarbonisation. We’ve improved our property maintenance plans, standards and
specifications, targeted investments in energy use and refrigeration, and enhanced asset
monitoring/management controls. We’ve al
so achieved a reduction in greenhouse gas
emissions from our logistics operations by improvements in transport planning and focusing
on refrigeration plug-in compliance at depots, meaning vehicles are using less diesel to run
their fridges.
Political donations
Like many other businesses of a comparable size, our Co-op engages with a wide range of
political opinion formers and decision makers, designed to protect, promote and enhance our
corporate reputation and to deliver our campaigning ambitions. On issues of relevance to our
business, we are also an active participant in the work of business trade associations.
Separate to this corporate activity, our Co-op is a subscribing member of The Co-operative
Party, which was founded by the co-operative movement in 1917 to promote its Values and
Principles.
The Co-operative Party works to raise awareness of the benefits of co-operative and mutual
models. We made donations totalling £598,000 (2021: £598,000) to The Co-operative Party,
which is our financial subscription to the Party for 2022
, in line with our members’ approval at
the Annual General Meeting in 2021. The Co-operative Party reports donations to the
Electoral Commission in accordance with its reporting obligations as a registered political
party under the Political Parties, Elections and Referendums Act 2000.
No political donations are made through the Local Community Fund (‘the Fund’) and its
terms and conditions are explicit that the Fund cannot be used for party political purposes.
A motion was passed by our members at the 2022 Annual General Meeting regarding our
political expenditure, including donations and/or subscriptions to political parties, not
exceeding £750,000 in total for the year commencing 1 January 2023.
Groceries Supply Code of Practice (GSCOP)
During 2022, our Co-op engaged and worked collaboratively with Mark White, the Groceries
Code Adjudicator (GCA), and we continue to demonstrate our compliance with the Code.
The GCA Annual Survey 2022 showed a d
ip in suppliers’ rating of our overall compliance,
but they continued to rank our Co-op in the top three retailers for conducting relationships
fairly and in good faith, without duress
.
We value the supplier feedback given in the survey
and use the outputs to shape our supplier engagement action plan.
2016
2017
2018
2019
2020
2021
2022
Tonnes CO
-
equivalent
(location-based)
GHG emissions
per £m revenue
63.5
52.8
42.7
36.4
30.5
28.6
25.3
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Annual Report and Accounts 2022
127
The Committee has kept compliance under review through regular updates from the Code
Compliance Officer and senior leaders in our Food business. The Committee approved the
Annual Compliance Report for submission to the Competition and Markets Authority as
required by the Groceries (Supply Chain Practices) Market Investigation Order 2009.
Compliance with the Groceries Supply Code of Practice (GSCOP)
Governance
We have maintained our whole business approach to monitoring compliance with the Code,
with regular reporting at various governance forums. The Code Compliance Officer (CCO)
and Commercial leaders report regularly to the Risk and Audit Committee on how
compliance is achieved. The Committee also approved the Annual Compliance Report for
submission to the Competition and Markets Authority, as required by the Groceries (Supply
Chain Practices) Market Investigation Order 2009.
Actions taken during the year to help ensure Code compliance and to further support
our suppliers
The impact of the cost of living crisis and the increase in energy costs and other costs is felt
by our customers and our suppliers. Balancing our desire to keep prices low for customers
and the need of suppliers to pass on higher cost prices has the potential to increase the risk
of non-compliance with the Code, in how we deal with suppliers. We have increased the
level of support for buying teams throughout 2022 to ensure our buyers are clear on their
responsibilities when assessing a supplier cost price increase request. This has helped us
maintain our levels of compliance throughout these turbulent times.
Training
We provide GSCOP training to all colleagues who deal with suppliers, not just the Buying
teams. As per our duties with the Order, all relevant colleagues receive a copy of the
Code. In 2022, we trained 1,033 colleagues.
For our suppliers, we also provided new,
quick ‘how to’ guides to help them keep their data
accurate and minimise errors.
Code Compliance Reporting
During 2022, we had no formal disputes under the Code. We recorded 129 potential supplier
issues - of these, 53 were raised directly with the CCO and 76 were raised internally by Co-
op colleagues.
The increase in the number of supplier issues is largely linked to the challenges faced by
suppliers and colleagues on the implementation of the new SAP Retail Business
Transformation. By the end of 2022, many of the most significant issues had been fixed, but
further improvements will be necessary in 2023. Only three issues remained unresolved at
the end of the reporting period.
Throughout 2022, we have continued to engage with Mark White, the Groceries Code
Adjudicator, and we value his collaborative approach. Our CCO has committed to treat any
discussion held with a supplier in the strictest of confidence and that it will be for the
supplier, and the supplier alone, to determine whether the CCO may disclose any details
about the subject matter of their Code-related discussion within their designated retailer.
This encourages suppliers to share their experiences of dealing with our Co-op openly and
to report any Code-related concerns in the strictest of confidence with him at
CCO@coop.co.uk.
Co-operative Group Limited
Annual Report and Accounts 2022
128
Statement of Co-op Board responsibilities in respect of the Annual Report and
financial statements
The Directors are responsible for preparing the Annual Report in accordance with applicable
law and regulations.
The Group accounts have been prepared in accordance with UK adopted international
accounting standards for the 52 week period ended 31 December 2022 and in conformity
with the requirements of the Co-operative and Community Benefit Societies Act 2014.
The Group financial statements are required by law to give a true and fair view of the state of
affairs of the Group and the profit or loss of the Group for that period.
In preparing the Group financial statements, the Directors are required to:
Select suitable accounting policies and then apply them consistently.
Make judgements and estimates that are reasonable and prudent.
State whether UK adopted international accounting standards, in conformity with the
requirements of the Co-operative and Community Benefit Societies Act 2014, have
been followed.
Prepare the financial statements on the going concern basis, unless it is
inappropriate to presume that the Group will continue in business.
The Directors are responsible for keeping proper books of account that disclose with
reasonable accuracy at any time the financial position of the Group and enable them to
ensure that its financial statements comply with the Co-operative and Community Benefit
Societies Act 2014. They have general responsibility for taking such steps as are reasonably
open to them to safeguard the assets of the Group and to prevent and detect fraud and
other irregularities.
The Directors are responsible for the maintenance and integrity of the corporate and
financial information included on the Group’s website. Legislation in the UK governing the
preparation and dissemination of financial statements may differ from legislation in other
jurisdictions.
The Directors consider that the Annual Report and financial statements, taken as a whole, is
fair, balanced and understandable and provides the information necessary for members to
assess the Group’s po
sition and performance, business model and strategy.
Each of the Directors listed on pages 66 - 71 confirm that, to the best of their knowledge:
The Group financial statements, which have been prepared in accordance with
international accounting standards - UK adopted international accounting standards,
in conformity with the requirements of the Co-operative and Community Benefit
Societies Act 2014
give a true and fair view of the assets, liabilities, financial
position and profit of the Group.
The Strategic Report and Governance Report contained in the Annual Report and
financial statements include a fair review of the development and performance of the
business and the position of the Group, together with a description of the principal
risks and uncertainties that it faces.
In this context, ‘the Group’ means Co
-operative Group Limited, and all the companies and
societies it owns.
Co-operative Group Limited
Annual Report and Accounts 2022
129
Financial statements
So far as the Directors are aware, there is no relevant information that has not been
disclosed to our auditor. The Directors believe that all steps that ought to have been taken
have been taken, to make them aware of any relevant audit information and to establish that
our auditor has been made aware of that information.
Auditors
A resolution to re-appoint EY LLP as auditors of the Group and to determine their
remuneration for the forthcoming year was proposed at the 2022 Annual General Meeting
and approved.
By Order of the Board
Dominic Kendal-Ward
Group Secretary and General Counsel
4 April 2023
Co-operative Group Limited
Annual Report and Accounts 2022
130
Co-
op’s National Members’ Council: annual statement for 202
2
Our Co-
op is owned by its members. Your National Members’ Council is elected to represent
and champion members’ interests and to ensure our Co
-op delivers its Vision of
‘Co
-
operating for a Fairer World.’
We make your voice heard, influence plans and strategies and
ensure Co-operative Values & Principles are at the forefront of how Co-op does business.
Being a co-op makes us different and sets us apart from other retailers, adding a unique
layer to the decisions we make and the work we do. That means we have to clearly explain
what it means to be a co-op and what our difference is as, together, we strive to
Co-operate
for a Fairer World
.
In 2022 we have:
Influenced how our Co-op is supporting members, customers, communities and
colleagues through the
cost of living crisis, harnessing our ethical and
sustainable commitments.
Key recommendations from Council members included
investing in our prices and availability in store, and suggestions made by Council
members included how we could support communities through our Warm Spaces
funding boost.
Emphasised the importance of
clearly explaining how our Co-op is different
so
that everyone knows that
we are owned by you - not investors, our members - and
that we exist to create value for our members, our communities and our planet.
Supported work to review how we
reward our members
for trading with us, and how
we attract and involve members in what we do and how we do it.
Considered and reviewed how our Co-op is run, including how we
deliver value
for
members and reduce our costs and debt.
Campaigned for the issues important to you
like social mobility and climate
justice, including working with other co-ops and retailers to lobby the Government for
greener energy, whilst working with suppliers and our businesses to find sustainable
solutions.
Started to evolve Co-op's Member Participation Strategy as part of
deepening
member engagement.
And to evidence our efforts:
30,861 members learnt more about playing their full part through Co-operative
Member Education, Training & Information Opportunities.
397 attendees at four Council-led Join In Live events, delivered both online and in-
person.
49 questions raised on behalf of members.
23 Council committee meetings on issues that matter to you.
Five
Directors’ Forums
to hold Board members to account.
Working for you
Council is made up of 100 Co-op members from all walks of life, including colleagues and
people from other co-op societies. We meet regularly with - and provide support and
constructive challenge to -
our Board, Shirine’s Operating
Board and our leadership team, to
put your needs at the heart of the decisions we make and ensure our Co-op is successful.
We also meet in committees and joint working groups throughout the year, where we hear
from colleagues on plans and performance in more detail and help develop business
Co-operative Group Limited
Annual Report and Accounts 2022
131
activities by working collaboratively. We use a framework called our Co-op Compass, which
helps us monitor areas of our Co-op Difference and how we are performing.
Your Council has been focusing on the issues that are important to you, our members, and
will continue to prioritise them in 2023:
‘Co
-
operating for a Fairer World’
and the cost of living.
Member value, business performance and effective governance.
Member participation and community.
‘Co
-
operating for a Fairer World’
and the cost of living
Big issues in 2022:
Better communication of our ethical commitments
, like our popular soft plastics
recycling scheme, working with partners on global issues, like climate justice and
water security, and continuing to maintain strong and fair supplier relationships.
Considering and reviewing
our new diversity and inclusion strategy, which sets out
how we ensure our Co-op changes its culture
for and with colleagues, brand,
products, suppliers and communities.
Finding renewable energy solutions.
We strongly backed our Co-
op’s call for
Government action that would enable retailers to deliver on carbon commitments.
Our Ethical & Sustainable Leadership Committee met with our Property Sustainability
team for the second time in 2022 and was pleased to hear that suggestions, like
trialling lower carbon materials in store designs, had been implemented since 2021.
Helping our members and customers to reduce their carbon footprint
. Following
a Council motion at Co-
op’s 2022 AGM calling for accelerated action against climate
change, we were proud to hear that Co-
op had signed WWF’s Retailer Commitment
for Nature, to support customers and members with halving the impact of their
baskets by 2030.
Representing our Co-op and collaborating with the wider co-operative
movement
at Co-op Congress, Co-op Retail Conference and Co-op Party
Conference and through our roles as Board members for Co-operatives UK, Co-op
Press, the Co-operative Party and Co-op Foundation.
The cost of living crisis and how we support our members, customers, communities and
colleagues has been at the forefront of our work for the last few months.
As co-operators, we believe that by working together, we can create a world which is fairer
for our members and communities, fairer for our colleagues and fairer for our planet. This
year has been challenging for our Co-op and many other retailers, but
we’re really proud of
how Co-op has helped people during the cost of living crisis through its different way of
doing business. We wouldn’t be where we are today without the communities we serve and
th
e colleagues who serve them, so it’s been a priority for Council to make sure that we do
what we can to alleviate some of the pressures they’re facing.
In autumn, Council members suggested to the Board, Shirine and our Operating Board that
funding for eligible local causes would be vital, so that they could open longer and support
people with energy costs. This idea was developed by our Communities team, and we are
proud that our Co-op was the first retailer to launch a £1m Warm Spaces funding boost, with
Crowdfunder.
We are proud of our ethical standards and commitment to sustainability and our Ethical and
Sustainable Leadership (ESL) Committee helps to oversee, develop and monitor our
Co-operative Group Limited
Annual Report and Accounts 2022
132
business practices, policies and performance. It works with the Board and the business to
demonstrate leadership in ethical and sustainable areas.
Diversity and inclusion is at the core of making the world a fairer place. Backed by our
members’ votes at our 2022 AGM, we called on Co
-op to publish progress on its ethnicity
pay gap, which led to one of the first standalone reports of its kind. In September, we met
with Zahoor Ahmed, Co-op's Head of Social Mobility, Inclusion and Belonging for the first
time, to hear more about our diversity & inclusion strategy and ambition to create a socially
just Co-op. Our Council Diversity & Inclusion Working Group will be helping to shape the
strategy as work evolves, as well as championing ways for Council to improve its own
diversity as we strive to be more representative of our communities.
Working with the co-operative movement is crucial if we want to succeed, thrive and secure
a future for co-operation, making it a priority for Council as we support Co-op with delivering
its Vision.
This year, we were pleased to:
Host the General Secretary of the Co-op Party and the CEO of Co-ops UK at our
Council meetings to discuss how co-operative solutions can enable us to deliver a
better world.
Welcome the co-founder of Carbon Co-op to learn more about how co-ops are part of
the solution for delivering equality and fairness during the cost of living crisis.
Influence legislation when the Government agreed to progress the Co-ops Bill, which
will secure stronger protection for co-operative assets and has its roots in
conversations at Council meetings a few years ago.
We’re incredibly grateful to
colleagues throughout our businesses and on the frontline for
everything they’ve done to help people through the challenges we’ve all faced over the
se 12
months.
We’d like to say a big thank you to our members for your continued support
-
you’re
helping us shape the future of our Co-
op. We’d also like to recognise our Board,
senior
leadership and Council Secretariat for working with us as we look to achieve our shared
belief that co-operation is a better way of doing business.
Member value, business performance and effective governance
Big issues in 2022:
Membership and member-ownership is at the heart of who we are and what we do.
We have had a renewed focus on how our Co-op
supports and reminds members
to use their membership cards
after the pandemic, and engaging with those who
have joined us to demonstrate what the benefits are of being a member of our Co-op.
Partnerships
and quick commerce - we will continue to work with the Board and
senior leaders to explore how members can accrue points when they use partners
like Deliveroo, Just Eat and Amazon UK.
Reducing our net debt
has been a key topic of conversation and concern over the
last few years and our Member Value & Business Performance Committee was
pleased to hear that it would become significantly lower following the sale of
Co-
op’s
petrol forecourts
.
Our Co-op exists for you, our members, and providing value for you is especially important
during challenging times, so the cost of living crisis brought this into even sharper focus in
2022.
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Annual Report and Accounts 2022
133
Membership is at the heart of our success as a co-
operative business and we’ve been part
of shaping thinking about how we can invest in how we reward our members for trading with
us, connecting our co-operative Vision and demonstrating our difference in the way
members access their offers. We are looking forward to seeing how this is brought to life in
2023/24.
Council is proud of our fantastic Co-op own brand range and the service we provide in our
stores. In July, we met with the Board and Co-op leaders about our new Food strategy. This
included how we will give our members, customers and colleagues choice and focus on
value. These discussions led to us replacing some of the multi-buy deals and lowering the
cost of individual products, as well as providing colleagues with additional discounts. We
know our members value access to our fantastic Food and Life Services products in a way
that is convenient to them. Our commercial partnerships and quick commerce offer provide
this route and, as your representatives, we want to continue to work with our Board to
ensure our members can accrue membership benefits through as many channels as
poss
ible. We also welcome the Board’s commitments and assurance that our Ethical
Decision Making Tool will continue to guide our decisions and ensure that we maintain and
promote high standards through all of our partnerships, including with quick commerce and
our suppliers.
In October, Council held an online briefing session with Co-
op’s Interim Chief Financial
Officer, Food
’s
Managing Director and Chief Commercial Officer for Funeralcare to discuss
Co-
op’s 2022
interim results. On behalf of members, we reviewed and scrutinised our
performance and asked questions about our future strategy and performance, as well as
how we are going to protect our assets and members’ financial interests.
Our Member Value & Business Performance Committee reviews our Co-
op’s fi
nancial
performance and holds the Board to account all year round about how we create, sustain
and develop member value in everything we do, so that our members are rewarded for
choosing our Co-op and can see the difference in the way we do things.
At committee meetings, we sought to understand the business rationale for the sale of Co-
op's petrol forecourts and what this would mean for those members, customers and
colleagues affected, as well as how we will invest the proceeds generated to stabilise our
Co-op and put us in a stronger position. As part of this, we discussed future plans for store
refits and openings, emphasising the need to do this with a focus on our existing estate and
a capital light approach.
We are also continuing to review and support how our National
Members’ Council works
most effectively and efficiently to represent your interests in 2023 and beyond, as we
continue to look ahead to the future. In 2022, we’ve improved our relationships with
Board
members through stronger reporting from Board to Council and back again on activity and
focus, helping us to hold to account and understand members’ needs. As our Co
-op
continues to change, we will ensure that we adapt how we oversee and monitor our
performance and the value our Co-op delivers for you, including the information and reports
we receive, so that we can provide assurance and hold the Board to account on your behalf.
Member participation and community
Achievements in 2022:
Supporting over
30,000 members to participate
in Council-sponsored opportunities
on things like campaigns and all the different ways members can get involved, giving
them everything they need to play their full part in the business they own.
Co-operative Group Limited
Annual Report and Accounts 2022
134
Influencing and shaping our
approach to
member participation
and seeking to
deepen engagement.
Championing our fantastic
local and national Join In Live events on the cost of
living, Fairtrade Fortnight and Big Green Week
with thousands of members
getting involved throughout the year.
Considering and making recommendations about how the great insight from our
Co-
op Collective
made up of members and customers from across the UK
is
embedded in our decisions.
Considering proposals for our
Community Partnerships Fund.
Being a member of our Co-op is unique and special - as a member-owner, you have the
right to take part in and find out more about your Co-op, and influence what we do.
In 2022, we focused on how we can offer opportunities for you to participate in and influence
our decisions, from how we work with our network of 1,000 Co-op Member Pioneers on the
ground to how we support our members to vote in our AGM and Elections.
Our Member Voice Committee and Governance Committee were disappointed to see that
there was a reduction in the number of members voting in our AGM and elections. These
provide members with opportunities to participate in our democracy and influence how we do
business, which are core parts of our Co-op Difference and ownership model. We have
made recommendations for improving how we engage members in our democracy to the
Board, and we hope that, through wider promotion of the AGM opportunity across all Co-op
channels and a renewed focus on digital engagement, participation levels will begin to
increase again.
To embed our democracy and member-ownership into other areas of Co-op, our Community
& Member Participation Joint Working Group has been meeting with Communities and
Membership colleagues to input into our Member Participation Strategy and proposals for
our Community Partnerships Fund.
In October, we led a series of online and in-person Join In Live events, welcoming hundreds
of members and colleagues from around the UK. The events focused on an update from our
businesses on their half-year performance and gave members the chance to put their
questions on all things Co-op to Board members. This prompted some important discussions
on topics like our commitments to racial equality & inclusion and how we connect with
members, to communicate our Purpose and what we do as a co-op. We also spotlighted our
new partnership with Your Local Pantry, which creates spaces for communities to come
together around food, and we asked attendees to help shape how we can support people
through the cost of living crisis.
To stay connected to our members throughout the year, we worked with our Member
Pioneer and Communities teams to take our Join In Live events to a local level. In 2022,
hundreds of events were delivered in stores and community spaces, focusing on themes like
Fairtrade Fortnight, sustainability and the meaning of Co-op membership. Council members
are buddied up with Member Pioneer Co-ordinators and attend as many events as possible,
which has played a vital role in raising awareness of Council and how we gain members’
views.
Council has championed the role of Member Pioneers and were instrumental in developing
the way our Member Pioneers work today. As part of our Co-operative Member Education,
Training & Information Opportunities on Join In, we helped members understand how
Member Pioneers work in their communities and why we have them.
Co-operative Group Limited
Annual Report and Accounts 2022
135
Working for you in 2023
We will continue to champion the issues most important to you in 2023, including:
How we
support our members, customers, colleagues and communities
through the cost of living crisis.
Having a renewed focus on
how we deliver our Vision of
‘Co
-operating for a
Fairer World’
particularly around
how we better communicate the fantastic work
we do on sustainability and ethical commitments.
Ensuring members and potential members fully benefit from the value created
by our Co-op
and demonstrating how we exist to deliver value for our members.
Continuing to find ways members can get involved in their Co-op, including
piloting
different and innovative ways for you to participate.
How you can get involved
In 2023, we’ll be looking for even more ways for our members to shape your Co
-op.
We represent you and we want to hear from you and work with you, so we’re really looking
forward to identifying further opportunities in local areas to enable Council members,
Member Pioneers and Co-op members to connect on a regular basis.
If you prefer
to get involved online, sign up to ‘Join
I
n’
(
https://joinin.coop.co.uk/opportunities
)
and see where Co-op membership can take you as we focus on what makes us different,
ask you to shape what we
do as a Council and showcase all the ways you’ve helped us
create a fairer world. You can also get in touch with a local Council Member anytime, using:
www.co-operative.coop/members-council-your-representatives
.
We revamped our Council newsletter in 2022 so that it captures how Co-op is making a
difference in one place, as well as update you on what Council has been up to. Keep an eye
on our website (
https://www.co-operative.coop/get-involved/members-council-news
) for the
latest editions.
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Annual Report and Accounts 2022
136
The report of the Scrutiny Committee
Our review of Board appointments and elections in 2022
After our Directors are appointed or elected, our Co-op has an extra level of checking so
members can be sure we’ve done everything fairly and openly in line with our Values and
Principles.
This checking is done by the Scrutiny Committe
e of the National Members’ Council and
we’re pleased to present our report to members for 2022.
Trading requirement
It was confirmed that all Directors met our Co-
op’s trading requirement of 1,000
membership
points. Also,
we’ve received assurances from B
oard Secretariat that all Independent Non-
Executive Directors and Member Nominated Directors are ‘independent’ for the purposes of
our Rules.
How directors are appointed
All our Directors need to show their commitment to Co-op Values and Principles.
There are two types of directors who don’t work day
-to-day as executives for our Co-op:
Independent Non-Executive Directors (INEDs) and Member Nominated Directors (MNDs).
Independent Non-Executive Directors
INEDS are those chosen specifically for their skills and experience, and to add diversity and
balance to the Board. At the 2022 AGM, Allan Leighton, Sir Christopher Kelly and Rahul
Powar were re-elected by members.
The Committee is aware there are several INEDS whose term of office expires over the next
two years and the Board has begun the process to recruit their replacements. We look
forward to reviewing this process when it is completed.
Member Nominated Directors
Our Co-op also has Directors elected by members. As well as being able to show very
clearly their commitment to bringing the voice of members to the boardroom, before being
put to a ballot of eligible members, these individuals also need to evidence that they have
the necessary skills and experience of a substantial organisation, and an awareness of the
strategic and operational challenges of a business of the size and complexity of our Co-op.
The Scrutiny Committee checks:
that the selection process for the ballot is fair, transparent and objective.
the background information gathered on the candidates is satisfactory.
Our findings
The Member Nominated Director Joint Selection and Approval Committee has the primary
responsibility for the selection process of MND candidates and is made up of both members
of the Members’ Council and Board.
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137
As well as receiving a detailed report from our Co-op's search partner on the search and
selection process, we interviewed the Chair of this committee and posed questions on
themes, including the search methodology across the co-operative sector and how the
Committee had satisfied itself that candidates would have the time commitment required to
interact fully with Council and members.
As a result, the Committee can confirm that the selection process leading to the shortlisting
of Paul Chandler, Sarah McCarthy-Fry, Christine Tacon and Tim Nolan to a ballot of
members was fair, transparent and objective and that all proper background checks were
made.
We hope in future to see a greater number of candidates from the co-operative sector with
the relevant skills and experience applying for, and being shortlisted, for this role.
Whilst we are satisfied that there was a contested election of Member Nominated Directors,
we do hope that a greater number of candidates with 1,000 or more membership points, and
with the required skills and experience can be sourced in future years.
The Committee also welcomed the appointment of Warren Partners as our Co-op's new
search partner following Committee feedback that a new search partner would offer a
refreshed approach and access to a broader pool of potential applicants.
The Committee was pleased to see that the first stage of an MND development programme
(designed to enable potential candidates to understand how their current skills and
experience fits with the role of an MND) has now been piloted, and it has suggested that the
programme be rolled out further to enable more potential candidates to receive further
support and feedback.
Note on Committee composition
Following elections to this committee in August 2022, the Committee is now comprised of the
following Council members:
Marlene Corbey (Chair).
Rebecca Hamilton.
David Paterson.
Ewen MacLeod.
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Annual Report and Accounts 2022
138
Promoting the success of our Co-op
Section 172(1) Statement & Stakeholder Engagement
Reporting requirement
Our Co-op prepares its Annual Report and Accounts substantially as though it were a
company registered under the Companies Act 2006 (
‘the Act’
). Whilst it is not a requirement
for our Strategic Report to contain a Section 172(1) Statement, we are including one in line
with best practice.
The Board has, in good faith, acted in a way that it considers would be most likely to
promote the success of our Co-op for the benefit of members as a whole, and, in doing so,
has recognised the importance of considering all stakeholders and other matters (as set out
in Section 172(1) (a) to (f) of the Act) when making decisions.
The following pages comprise our Section 172(1) Statement, setting out how our Directors
have, in performing their duties over the course of the year, had regard to the matters set out
in Section 172(1) (a) to (f) of the Act.
Our approach
Corporate governance best practice underpins how we conduct ourselves as a Board; our
culture, values, behaviours and how we do business. We are conscious of the impacts that
our business and decisions have on our direct stakeholders as well as our wider societal
impact. We also understand the importance of developing strong and meaningful
relationships. We know that we can’t fix everything by ourselves, and that working with
others is key. To help us develop the strategies and capabilities to achieve our Vision of
Co-
operating for a Fairer World
’,
we know we need to continue to build and nurture strong,
reciprocal relationships with our stakeholders.
For any key and principal decisions approved by the Board, a discussion takes place around
the impact on our key stakeholders, including our members, our colleagues and our
customers. The relevance of each stakeholder group may vary by reference to the issue in
question, so the Board seeks to understand the needs of each stakeholder group and any
potential conflicts as part of its decision making.
We have provided below examples of our key stakeholder interests, their concerns and the
ways in which the Board acted with regard to these groups when taking its key strategic
decisions during the year.
Our members
As a co-op,
we are a different kind of business. We are the UK’s largest consumer co
-
operative owned by more than four million active members (individual members and other
co-
ops, not big investors), and our members get a chance to have a say in how we’re run.
Our members are at the heart of everything we do, which is why our Board uses an Ethical
Decision Making Tool which considers the impact on, and impact of, members (and
communities) in relation to the material decisions it makes.
This was used, for example, when considering the sale of our petrol forecourt business to
Asda. As part of the decision making process, our Board considered what our members
would think, whether and how it created commercial and social value for our members, the
potential impact on communities and whether our members would understand to reason for
the decision. Our members elect representatives to the National
Members’ Council which
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Annual Report and Accounts 2022
139
has a voice at the highest level of our Co-op (see more in the below section).
Whenever it makes sense to do so, we ask members to connect with us on projects and
activity where their input can make a real difference. During 2022, members participated in
our Join In online activity and our Join In Live events more than 300,000 times. More than
10,000 members have also been engaged by our team of local Member Pioneers through
over 300 Live Local events, held in communities across the UK. These have enabled our
members to put questions to our Council and Directors and help shape our approach and
decision making on our products, services, community activity and campaigning. Since their
launch in September 2018, members have participated over two million times.
Our Member Pioneers make great things happen with our members in our communities.
They are the boots on the ground, working together with other Co
-op members, colleagues
and local causes to make a difference with their networks. We have 1,000 Member Pioneers
and Member Pioneer Co-ordinators,
based in communities across the
UK. As well as
encouraging member activity and engagement, they bring our Co-
op Vision to life. They
connect key contacts in their communities and bring people together to increase co-
operation through Local Forums. 
During 2022, Member Pioneer Co-ordinators delivered more than 300 Live Local
events across the UK with members, colleagues,
customers and causes. Themes included
Fairtrade, Member Participation and Sustainability to complement our Vision of
'Co-
operating for a Fairer World
'. Member Pioneer Co
-ordinators also buddy with our National
Members’ Council
as part of our wider activity to encourage greater member participation.
We encourage our members to get involved in our AGM and elections, by voting on motions
and on who gets to sit on our Board, and by attending the AGM in person or joining
digitally. Our AGM is the forum through which our eligible members can hear more about our
performance, ask questions to our Board and vote on AGM motions, which have been put
forward by our members, our Members’ Council and our Board.
Our 2022 AGM was our first
in-person event following the lift in Covid restrictions and members were encouraged to
attend. Following the great feedback we had received on our previous year’s online event,
members were also able to join the meeting online, where they could listen to the meeting
and put their questions to the Board in real time. We also offered an online workshop on
climate and sustainability, which members could attend prior to the event.
All motions are voted for on a ‘one member, one vote’ basis, except for Independent Society
Members, which have their voting entitlement calculated based on the amount of trade they
do with our Co-op.
We will keep members updated on our plans for our 2023 AGM via our website at
www.co-
operative.coop/agm
Each year we publish a ‘You Said, We Did’ report
that outlines the actions our Board and
leadership have taken in response to motions passed at our AGM. This is also available on
our website.
We continue to interact with members through social media channels, including Facebook
and Twitter.
Our National
Members’ Council
Our National Members
Council (NMC) is made up of 100 Co-op members from around the
UK, including colleagues. They met regularly during 2022, providing the opportunity for our
NMC to ask questions and provide input on decisions, to make sure things were being done
in a way that benefited our members and communities.
Co-operative Group Limited
Annual Report and Accounts 2022
140
In addition to formal routes, there are many informal ways our Board, Chair and individual
Directors interact with NMC, its committees, working groups and members.
During 2022 this included:
Attendance at NMC sessions to update on developments in the Group.
Directors’ Forums
,
where Board members answer questions from the Members’
Council.
The use of working and advisory groups with the NMC, particularly when our Board,
leadership or colleagues feel input would be useful and add value.
Regular discussions between the Group Secretary and Council Secretary to make
sure there is a good flow of information between the Board and the NMC.
Board and NMC report to each other on meetings and activity.
We also have a non-governance stakeholder working group, which is made up of four Co-op
Board members and four NMC members (the Council President, two Vice Presidents and
one other). This meets as required to discuss issues that may arise so our Board and
Members’ Council can have an open debate and better understand the views of the other.
During 2022, our National
Members’ Council continued to use its Co
-op Compass tool to
hold the Board to account under four themes: Member Value, Member Voice, Ethical &
Sustainable Leadership and Co-operative Leadership. It also worked to refresh its three year
plan in consultation with the Executive.
Our customers
Whilst we are committed to ensuring our Co-op is run for the benefit of our members, who
form a significant proportion of our customer base, our relationship with both member and
non-member customers is extremely important and is a priority of the Board.
All of our businesses proactively monitor and manage customer opinion and have a
customer focused culture to ensure positive outcomes for all. Through understanding our
customers’ needs, we are able to offer products and services to fit their circumstances and
,
by providing a positive customer experience, we aim to build relationships so they will
continue to do business with us in the future.
In 2022, our Insight and Research teams have conducted numerous projects to help us
better understand our customers and members. These included:
Exploring the impact of cost of living pressures through in-depth synthesis of our own
primary research (qualitative and quantitative), analytics, market data and other
published resources.
Using a behavioural economics research techniques to improve our approach to
member offers.
Qualitative and quantitative research to inform our strategy for the Irresistible brand.
A wide range of ad hoc research projects for our Food business including exploring
health and sustainable diets, understanding more about our parcel services and
testing communications around our approach to HFSS.
Beginning a piece of analytics, insight and research to update our customer
segmentation for our Food business, which will continue into 2023.
Using advanced statistics to test the efficacy of 60 proof points for our Co-op brand.
Further waves of a Usage & Attitude study for Funeralcare.
Research to better understand which comms channels members and customers
prefer and products to offer in our Motor and Home insurance offerings.
Co-operative Group Limited
Annual Report and Accounts 2022
141
Quantitative research to understand diverse shoppers’ perceptions of Co
-op to
improve our understanding of these audiences as part of our wider commitments to
diversity and inclusion.
The team have also made improvements to our customer experience tracking
research in our Food stores, which will better help us understand customer sentiment
and spot emerging themes in the data.
Our colleagues
Our Board recognises the importance of engaging our colleagues. Our Directors are of the
view that they are all individually and collectively responsible for hearing what our colleagues
have to say and making sure these views are considered when making decisions. There are
lots of formal and informal ways that this happens, including through communicating with our
colleague members. As a result, we have not adopted any of the methods set out in the UK
Corporate Governance Code to do this (a colleague appointed director, a workforce advisory
panel or a designated non-executive director). We intend that at least two of our Directors
will attend each of our Colleague Voice listening sessions through 2023, as well as ensuring
our Directors continue to visit stores, funeral homes, depots and sites relevant to our
community missions.
Having engaged colleagues, who are connected to our Co-op and feel valued for their
contribution, has never been more important. It is fundamental to our Co-
op’s ongoing
success. Our colleague engagement activities during the year have included:
Measuring colleague engagement and experience through our core listening
tools
Talkback and Colleague Voice (delivered at both a local and national
level). These tools highlight where we need to focus to improve the everyday
experience of our colleagues. In 2022, despite another turbulent year, our overall
colleague engagement score stands at 68% (-4 percentage points on 2021)
which is 6 percentage points behind the UK retail benchmark.
In 2022, we refocused our Colleague Voice activity, to hold us in good stead for
the challenges of 2023.
Throughout the year, our Colleague Insight team continued to run listening
sessions, discussion groups, one-to-one interviews and surveys, taking onboard
colleague suggestions and representing the voice of colleagues across our
support centre, Food stores and Funeralcare operations. Of particular note is
research we have conducted into cost of living challenges for colleagues and
exploring different aspects of the colleague lifecycle (namely those colleagues
who choose to leave our Co-op)
with more planned in 2023.
Alongside this, in 2022, we established a programme of work for resolving
colleague irritants. The initial hackathon (delivered through a cross-functional
team, including store colleagues) has been designed to implement change at
pace, with colleagues resolving issues collaboratively at every level of our Co-
op. The programme will evolve and continue in 2023, with four more hackathon
sessions planned.
Our Members’ Council has a keen interest in our colleagues, and we have a
number of colleague members on the Council. Council regularly holds the Board
to account on colleague issues and a Council Remuneration Group meets
quarterly with the Chair of the Remuneration Committee and senior members of
the People Team.
Regular Board updates on culture, colleague engagement, wellbeing and
diversity & inclusion were provided by our Operating Board team.
Colleagues received regular wellbeing
communications, focusing on all areas of
wellbeing
health, mental wellbeing and financial wellbeing, with a particular
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Annual Report and Accounts 2022
142
focus on the latter. Areas covered during the year included World Mental Health
Day, the menopause and Talk Money Week.
Our annual #BeingCoop awards event took place in late August with around 100
colleagues celebrating at our Angel Square office. 21 winners were announced
across seven award categories including ‘Community Star’ and ‘Inclusion’
. A
new category was introduced for 2022:
‘Climate Star’.
To help ensure our colleagues feel valued for their contribution and in
recognition of the vital role they have played, we made significant additional
investment during the year to align our minimum hourly rate for frontline
colleagues to the Real Living Wage.
Yet again, our frontline colleagues have continued to do an amazing job despite the external
backdrop of rising living costs, inflation and energy prices. We wanted to help our colleagues
as much as we could through these challenging times, so we put in place two winter support
packages for our frontline colleagues. This included increasing colleague discount on Co-op
own brand food and household products to 30% from 20 October to April 2023. In addition to
the increasing own brand discount, we also loaded £225 onto colleague membership cards
for our frontline colleag
ues who don’t participate in our Bonus Plan
. Payments were
structured in a way that they would not impact any universal credit payments. We also
covered the benefit in kind tax due so colleagues would receive the full benefit.
Our suppliers
A strong, trusted and transparent supply chain is integral to our success. Our Co-operative
Values and Principles underpin all of our supplier relationships as we continue to balance
commerciality with shared value and communities.
Our Co-op has a range of suppliers, who provide goods and services to support our
businesses and operations. The terms of those suppliers and the day-to-day relationships
are negotiated and managed by our Procurement team. The Board ensures we work with
our suppliers so that everyone involved in producing our products is treated fairly. It monitors
our relationship with our suppliers in a number of ways, including via the Risk and Audit
Committee on areas such as our compliance with the Groceries Supply Code of Practice
and our approach to sustainability issues.
As we faced into the supply chain challenges experienced across the retail industry during
2022, we worked closely with our suppliers to support their recovery and agreed action plans
with our most crucial suppliers.
We have continued to focus on providing support for our suppliers, working collaboratively to
protect those that are most vulnerable, protect workers and continue to champion resilient
livelihoods for everyone in our supply chain. You can read more about our approach to
responsible sourcing within our Co-operate Report. The way we approach modern slavery is
detailed in our Modern Slavery Statement. Both reports are available on our website:
www.co-operative.coop
Fairtrade partners
Our commitment to Fairtrade spans over 30 years from when we first stocked CaféDirect in
1992, predating the launch of the Fairtrade mark by two years. In 1998, we became the first
supermarket in the UK to start selling Fairtrade products in all our Co-op stores. Since then,
our relationship with Fairtrade has continued to grow and in 2015 we became the largest
seller of Fairtrade wine in the world. Since 2017, all the cocoa used as an ingredient in Co-
op products is Fairtrade and 100% of our tea, coffee, chocolate, bananas, African roses and
bagged sugar is Fairtrade. In 2022, Co-op made an industry-first commitment to source
Co-operative Group Limited
Annual Report and Accounts 2022
143
100% South African wine as Fairtrade, including both own label and branded. We are
committed to growing our contribution to Fairtrade producers and workers around the world.
You can read more about our food sustainability plans to 2030 in our separate Future of
Food publication and Co-operate Report, both available on our website:
www.co-
operative.coop
and our Fairtrade webpages:
https://www.coop.co.uk/our-suppliers/fairtrade
Community
At our Co-op, our Purpose is to champion a better way of doing business for you and your
community. The Board recognises the role of our Co-op in working with and supporting our
communities, and this has never been more relevant than during the last few years. Through
our membership proposition, we aim to build stronger and more resilient communities by
offering:
Fair access to food.
Fair access to mental wellbeing support.
Fair access to opportunities for young people.
The funds raised by our members are split two ways:
We continue to support thousands of grassroots community causes through our
Local Community Fund, where members can select which local cause in their
community to support.
Through our Community Partnerships Fund, we’re creating partnersh
ips and
resources to support local communities across the UK.
Our community plan is a critical part of delivering our Vision of ‘
Co-operating for a Fairer
World’
and our work to make things fairer for our members, our communities, our colleagues
and our planet. We continue to focus on tackling the effects of the pandemic and responding
to issues arising from the cost of living crisis in our communities.
Our Community Wellbeing Index was refreshed during the year and helped to inform our
community activity.
Examples of how we have engaged with our communities during the year include:
Celebrating that, together, we’ve raised £117m for our local
communities
supporting
over 30,000 Local Community Fund causes - since 2016, the year that our Local
Community Fund launched, followed by our Communities Partnership Fund in 2020.
Funding over 280 fridges with Hubbub, with an additional 70 fridges supported by the
end of 2022, bringing the total number to 350. In addition, launching our partnership with
Your Local Pantry to expand the network of pantries to 225 in three years, providing
more communities with sustainable solutions to access to food
Exceeding our fundraising target of £8m for Mind, SAMH (Scottish Association for Mental
Wellbeing) and Inspire, delivering over 50 mental wellbeing services in local communities
and supporting over 22,000 people
with 81% saying their mental wellbeing had
improved.
Helping 6,000 young people make communities safer and fairer places to live through
our Peer Action Collective with Youth Endowment Fund and #iwill. Our PAC researchers
were busy in 2022 holding fringe events at the Labour and Conservative Party
Co-operative Group Limited
Annual Report and Accounts 2022
144
conferences, to showcase how Co-op and our partners are providing opportunities for
young people to speak out across the UK.
The Co-op Foundation launched its new five-year strategy -
‘Building communities of the
future together
- alongside the £1.5m Future Communities Fund.
Our Member Pioneers held Join In Live Local events. The feedback from these sessions
helped shape our approach and influence our decision making on all matters of Co-op
business including community involvement.
Our colleagues and members helped to raise over £1.2m for the Disaster Emergency
Committee appeals in Ukraine and Pakistan.
Other co-ops
We recognise the benefits of working closely with other co-operatives.
We are the major shareholder in Federal Retail and Trading Services Limited (FRTS), which
is collectively owned by our Co-op and Independent Society Members (ISMs), which are all
retail co-operatives. Through FRTS, our Co-op collaborates with ISMs on the management
and operation of its centralised buying function, while observing competition law
requirements. Six formal FRTS Board meetings were held during the year.
ISMs are members of our Co-
op and are also represented on our Members’ Council.
We are passionate about proactively growing the co-operative economy by promoting,
developing and uniting co-operatives and, throughout 2022, have continued to share our
thoughts, experiences and learnings with other co-operatives. In 2022, we delivered two
sessions at the Co-
ops UK 2022 Practitioners Forum. The first was on ‘Creating
Successful
email campaigns’, providing advice on creating successful email campaigns
, which is one of
the most important ways to connect with members and/or customers. We also jointly
delivered a session on ‘Looking after employees’ financial wellbeing’ a
nd how employees
within our Co-op are being supported, especially in light of challenges faced with the cost of
living crisis. Our CEO Shirine Khoury-Haq and our INED Lord Victor Adebowale, presented
the closing keynote at Co-op Congress 2022, while our Na
tional Members’ Council
President, Denise Scott-McDonald, presented a session on making membership meaningful
across co-operatives.
We provide funding to a number of organisations which support the co-operative movement.
Co-op Academies Trust
Education is really important to us and we have continued to support the work of the Co-op
Academies Trust (CAT). Our Co-
op Academies remain a key part of our Vision of ‘
Co-
operating for a Fairer World
’.
During 2022, individual Board directors and senior leaders across all parts of our Co-op have
visited Co-op Academies and supported CAT's Annual Governors Conference. In 2023, we
anticipated further engagement jointly with our Members' Council.
For more information on the CAT, please see page 34 and 35 in the Strategic Report.
Environment
Co-operative Group Limited
Annual Report and Accounts 2022
145
Our approach to sustainability is critical in our current and future plans and is embedded in
our wider Vision of ‘
Co-operating for a Fairer World
’.
Driving forward our sustainability agenda and our ambitious approach to climate action will
ensure that we keep focused on protecting people and the planet. We can’t deliver our
commitments alone, and work with our members, communities, customers, colleagues and
suppliers continued to be vital. You can read more about our Climate Plan and progress
across sustainability at
www.coop.co.uk
and in our Co-operate Report
.
Co-operative Group Limited
Annual Report and Accounts 2022
146
Financial Statements
Co-op Annual Report & Accounts for 2022:
Financial Statements
147
OUTSTANDING ITEMS @ 1st March:
(1) Final IFRS 15 overlay for funeral plans and or
Consolidated income statement
PYA (2) any audit adjustments.
for the period ended 31 December 2022
What does this show?
Our income statement shows our income for the year less our costs. The result is the profit that
we've made.
2022
2021
Continuing Operations
Notes
£m
£m
Revenue
2
11,480
11,151
Operating expenses
3
(11,484)
(11,097)
Other income
5
9
10
Operating profit
1
5
64
Profit on sale of petrol forecourts
35
319
-
Finance income*
6
125
196
Finance costs
7
(202)
(203)
Profit before tax
1
247
57
Taxation
8
(4)
(25)
Profit from continuing operations
243
32
Discontinued Operation
Profit on discontinued operation (after tax)
9
67
13
Profit for the period (all attributable to members of the Society)
310
45
* Finance income in 2021 includes a one-off gain of £99m following the settlement of a liability (see Note 6 for further details).
Non-GAAP measure: underlying (loss) / profit before tax**
What does this show?
The table below adjusts the operating profit figure shown in the consolidated income statement
above by taking out items that are not generated by our day-to-day trading. This makes it easier to see how our business is
performing. We also take off the underlying interest we pay (being the day-to-day interest on our bank borrowings and lease
liabilities).
2022
2021
Continuing Operations
Notes
£m
£m
Operating profit (as above)
5
64
Add back / (deduct):
One-off items
1
39
15
Property, business disposals, closures and impairments
1
41
30
Change in value of investment properties
26
15
(9)
Underlying operating profit
1
100
100
Less underlying net interest on loans and deposits
7
(55)
(56)
Less underlying net interest expense on lease liabilities
6, 7
(76)
(76)
Underlying loss before tax
(31)
(32)
The accompanying notes on pages 152 - 210 form an integral part of these financial statements.
** Refer to Note 1 for a definition of Underlying operating profit and Underlying loss before tax. Further detail on the Group's alternative performance
measures (APMs) is given in the Jargon Buster section on page 243.
Co-op Annual Report & Accounts for 2022:
Financial Statements
148
Consolidated statement of comprehensive income
for the period ended 31 December 2022
What does this show?
Our statement of comprehensive income includes other income and costs that are not included in
the consolidated income statement on the previous page. These generally relate to revaluations of our pension schemes.
2022
2021
Notes
£m
£m
Profit for the period
310
45
Items that will never be reclassified to the income statement:
Remeasurement (losses) / gains on employee pension schemes
27
(732)
350
Related tax on items above
8
183
(130)
(549)
220
Items that are or may be reclassified to the income statement:
Gain on revaluation of right-of-use assets prior to transfer to investment property
-
5
-
5
Other comprehensive (losses) / profits for the period net of tax
(549)
225
Total comprehensive (loss) / profit for the period (all attributable to members of the Society)
(239)
270
The accompanying notes on pages 152 - 210 form an integral part of these financial statements.
Co-op Annual Report & Accounts for 2022:
Financial Statements
149
Consolidated balance sheet
as at 31 December 2022
What does this show?
Our balance sheet is a snapshot of our financial position as at 31 December 2022. It shows the assets
we have and the amounts we owe.
2022
2021
Notes
£m
£m
Non-current assets
Property, plant and equipment
11
1,631
1,912
Right-of-use assets
12
882
1,086
Goodwill and intangible assets
13
934
1,075
Investment properties
26
40
55
Investments in associates and joint ventures
5
4
Funeral plan investments
14
1,369
1,372
Derivatives
29
1
-
Pension assets
27
1,584
2,262
Trade and other receivables
17
171
214
Finance lease receivables
12
34
30
Contract assets (funeral plans)
18
40
43
Total non-current assets
6,691
8,053
Current Assets
Inventories
16
433
488
Trade and other receivables
17
637
551
Finance lease receivables
12
9
12
Contract assets (funeral plans)
18
5
5
Derivatives
29
7
4
Cash and cash equivalents
20
447
60
Assets held for sale
19
-
7
Total current assets
1,538
1,127
Total assets
8,229
9,180
Non-current liabilities
Interest-bearing loans and borrowings
21
763
796
Lease liabilities
12
1,124
1,306
Trade and other payables
22
31
44
Contract liabilities (funeral plans)
23
1,540
1,614
Derivatives
29
14
2
Provisions
24
59
74
Pension liabilities
27
3
4
Deferred tax liabilities
15
156
314
Total non-current liabilities
3,690
4,154
Current liabilities
Overdrafts
20
-
4
Interest-bearing loans and borrowings
21
17
180
Lease liabilities
12
182
210
Trade and other payables
22
1,403
1,472
Contract liabilities (funeral plans)
23
183
164
Derivatives
29
2
3
Provisions
24
34
52
Liabilities held for sale
19
-
2
Total current liabilities
1,821
2,087
Total liabilities
5,511
6,241
Equity
Members’ share capital
25
75
74
Retained earnings
25
2,637
2,859
Other reserves
25
6
6
Total equity
2,718
2,939
Total equity and liabilities
8,229
9,180
The accompanying notes on pages 152 - 210 form an integral part of these financial statements.
Board’s certification
The financial statements on pages 147 - 221 are hereby signed on behalf of the Board pursuant to Section 80 (1) (a) of the Co-operative and
Community Benefit Societies Act.
Allan Leighton -
Chair
Shirine Khoury-Haq -
Chief Executive
Dominic Kendal-Ward -
Group Secretary
4 April 2023
Co-op Annual Report & Accounts for 2022:
Financial Statements
150
Consolidated statement of changes in equity
for the period ended 31 December 2022
What does this show?
Our statement of changes in equity shows how our reserves have changed during the year.
Members'
Retained
Other
Total
For the 52 weeks ended 31 December 2022
share capital
earnings
reserves
equity
Notes
£m
£m
£m
£m
Balance at 1 January 2022
74
2,859
6
2,939
Profit for the period
-
310
-
310
Other comprehensive income / (loss):
Remeasurement losses on employee pension schemes
27
-
(732)
-
(732)
Tax on items taken directly to other comprehensive income
8
-
183
-
183
Total other comprehensive loss
-
(549)
-
(549)
Items taken directly to Retained earnings:
Shares issued less shares withdrawn
25
1
-
-
1
Adjustment to historic funeral plan liabilities
23
-
23
-
23
Tax on items taken directly to retained earnings
8
-
(6)
-
(6)
Total of items taken directly to retained earnings
1
17
-
18
Balance at 31 December 2022
25
75
2,637
6
2,718
Members' share
Retained
Other
Total
For the 52 weeks ended 1 January 2022
capital
earnings
reserves
equity
Notes
£m
£m
£m
£m
Balance at 2 January 2021
74
2,594
1
2,669
Profit for the period
-
45
-
45
Other comprehensive income / (loss):
Remeasurement gain on employee pension schemes
27
-
350
-
350
Gain on revaluation of right-of-use assets prior to transfer to investment property
-
-
5
5
Tax on items taken directly to other comprehensive income
8
-
(130)
-
(130)
Total other comprehensive profit
-
220
5
225
Balance at 1 January 2022
74
2,859
6
2,939
The accompanying notes on pages 152 - 210 form an integral part of these financial statements.
Co-op Annual Report & Accounts for 2022:
Financial Statements
151
Consolidated statement of cash flows
for the period ended 31 December 2022
What does this show?
Our statement of cash flow shows the cash coming in and out during the year. It splits the cash by
type of activity - showing how we've generated our cash then how we've spent it.
2022
2021
Notes
£m
£m
Net cash from operating activities
10
455
178
Cash flows from investing activities
Purchase of property, plant and equipment
(132)
(297)
Proceeds from sale of property, plant and equipment
47
80
Purchase of intangible assets
(15)
(28)
Acquisition of businesses, net of cash acquired
(4)
(30)
Disposal of businesses
10
22
Disposal of petrol forecourts
35
408
-
Payments to funds for pre-paid funeral plan sales
(76)
(93)
Receipts from funds for pre-paid funeral plans performed or cancelled
108
105
Net cash generated / (used) in investing activities
346
(241)
Cash flows from financing activities
Interest paid on borrowings
(59)
(57)
Interest paid on lease liabilities
(78)
(79)
Interest received on subleases
2
3
Interest received on deposits
2
-
Settlement of Group Relief Creditor owed to The Co-operative Bank PLC
-
(48)
(Repayment) / issue of corporate investor shares
21
(1)
1
Repayment of borrowings (net)
21
(1)
(2)
RCF (repayment) / drawdown
21
(163)
163
Payment of lease liabilities
(128)
(134)
Derivative settlements
16
3
Net cash used in financing activities
(410)
(150)
Net increase / (decrease) in cash and cash equivalents
391
(213)
Cash and cash equivalents at beginning of period
56
269
Cash and cash equivalents at end of period
447
56
Analysis of cash and cash equivalents
Cash and cash equivalents (per balance sheet)
20
447
60
Overdrafts (per balance sheet)
20
-
(4)
447
56
The balances above include cashflows from Discontinued operations.
The accompanying notes on pages 152 - 210 form an integral part of these financial statements.
Group Net Debt
2022
2021
Notes
£m
£m
Interest-bearing loans and borrowings:
- current
(17)
(180)
- non-current
(763)
(796)
Total Interest-bearing loans and borrowings
(780)
(976)
Lease liabilities:
- current
(182)
(210)
- non-current
(1,124)
(1,306)
Total Lease liabilities
(1,306)
(1,516)
Total Debt
(2,086)
(2,492)
- Group cash
447
60
- Overdrafts
-
(4)
Group Net Debt
21
(1,639)
(2,436)
Group Net Debt (excluding lease liabilities)
(333)
(920)
Co-op Annual Report & Accounts for 2022:
Financial Statements
152
Notes to the financial statements
Section A - where do our profits come from?
1
Operating segments
What does this show?
This note shows how our different businesses have performed. This is how we report and monitor our
performance internally. These are the numbers that our Board reviews during the year.
Other
Costs from
2022
Food
Wholesale
Funeral
Insurance
Legal businesses Federal (f) supporting
Total
(c)
functions
£m
£m
£m
£m
£m
£m
£m
£m
£m
Revenue from external customers
7,805
1,439
271
24
46
-
1,895
-
11,480
Underlying operating profit / (loss)
(a)
139
22
16
8
8
-
-
(93)
100
One-off items (a) (i)
(21)
(2)
(2)
-
-
-
-
(14)
(39)
Property, business disposals and closures (a) (ii)
7
(1)
(1)
-
-
-
-
59
64
Impairments (a) (ii)
(71)
-
(3)
-
-
-
-
(31)
(105)
Change in value of investment properties
-
-
-
-
-
-
-
(15)
(15)
Operating profit / (loss)
(b)
54
19
10
8
8
-
-
(94)
5
Depreciation and amortisation
331
8
27
-
1
-
-
23
390
EBITDA
(h)
385
27
37
8
9
-
-
(71)
395
Underlying EBITDA
(h)
470
30
43
8
9
-
-
(70)
490
Additions to non current assets (d, e)
115
4
14
-
-
-
-
18
151
Other
Costs from
2021
Food
Wholesale
Funeral
Insurance
Legal businesses Federal (f) supporting
Total
(c)
functions
£m
£m
£m
£m
£m
£m
£m
£m
£m
Revenue from external customers
7,671
1,386
264
34
39
1
1,756
-
11,151
Underlying operating profit / (loss)
(a)
156
7
12
15
5
(1)
-
(94)
100
One-off items (a) (i)
(17)
-
-
-
-
-
-
2
(15)
Property, business disposals and closures (a) (ii)
(14)
-
2
-
-
(1)
-
13
-
Impairments (a) (ii)
(22)
-
-
-
-
-
-
(8)
(30)
Change in value of investment properties
-
-
-
-
-
-
-
9
9
Operating profit / (loss)
(b)
103
7
14
15
5
(2)
-
(78)
64
Depreciation and amortisation
332
9
32
-
1
-
-
31
405
EBITDA
(e)
435
16
46
15
6
(2)
-
(47)
469
Underlying EBITDA
(e)
488
16
44
15
6
(1)
-
(63)
505
Additions to non current assets (d, e)
288
5
28
-
-
-
-
34
355
Co-op Annual Report & Accounts for 2022:
Financial Statements
153
Notes to the financial statements
continued
1
Operating segments
continued
a) Underlying operating profit / (loss) is a non-GAAP measure of segment operating profit before the impact of property and business disposals (including
impairment of non-current assets within our businesses), the change in the value of investment properties, and one-off items. This is the non-GAAP
measure of segmental profitability that is monitored by the Group Board (which is the Chief Operating Decision Maker (CODM)). Further detail on the
Group's alternative performance measures (APMs) is given in the Jargon Buster section on page 243.
(i) One-off items totalling a £39m charge (2021: £15m charge) are made up of £26m of redundancy charges primarily within our Support Centre, £12m of
discretionary costs (membership spend added to colleagues membership cards) helping to support them through the Winter cost-of-living crisis and net
£1m other. In the prior period the £15m charged comprised £17m of redundancy charges within our food store teams (under the Fit for Future programme)
net of a £2m gain in relation to a reduction in the value of deferred consideration from our acquisition of Nisa.
(ii) Gains from property and business disposals of £64m (2021: net £nil) comprise a £6m gain on food stores, £1m loss on funeral branches and a £59m
gain on non-trading properties sold during the year.
(iii) Impairment charges of £105m (2021: £30m) are split: Food £71m (2021: £22m), Funerals £3m (2021: £nil) and Costs from supporting functions of £31m
(2021: £8m) and relates to £30m (2021: £5m) of Property, plant and equipment, £60m (2021: £25m) of Right-of-use assets and £15m (2021: £nil) of
Intangible assets.
b) Each segment earns its revenue and profits from the sale of goods and provision of services, mainly from retail activities. Transactions between
operating segments excluded in the analysis are £nil (2021: £nil).
c) The Group identifies its operating segments based on its divisions, which are organised according to the different products and services it offers its
customers. The operating segments (and the captions) reported above are based on the periodic results reported into the Chief Operating Decision Maker
which is the Board and whether the respective division's results meet the minimum reporting thresholds set out in IFRS 8 (Operating Segments). The Other
businesses segment includes activities which are not reportable per IFRS 8. In the comparative period then this mainly comprised the results of Co-op
Health which was sold on 6 April 2021. Our other holding and support companies are included within costs from supporting functions.
d) Additions to non-current assets are shown on a cash flow basis.
e) The Group's external revenue and non-current assets arise primarily within the United Kingdom. The Group does not have a major customer who
accounts for 10% or more of revenue. In-line with how information is presented to the Board then underlying segment operating profit includes an
appropriate allocation of central support centre costs which are re-charged to the operating segments. There are no other material transactions between the
main operating segments.
f) Federal relates to the activities of a joint buying group that is operated by the Group for itself and other independent co-operative societies. The Group
acts as a wholesaler to the other independent co-operatives and generates sales from this. This is run on a cost recovery basis and therefore no profit is
derived from its activities. In the current period revenue in the Federal segment includes £40m (2021: £nil) of sales at nil margin for goods supplied to AFS
(Arthur Foodstores Limited - the entity that was sold to Asda as part of the disposal of our petrol forecourt estate during the year). See footnote (i) below for
further details of the transitional service agreement covering the post disposal period.
g) Operating profit in 2021 included £20m of government assistance received through business rates relief in response to the CV-19 pandemic (£18m in
Food and £2m in Funerals).
h) EBITDA (earnings before interest, tax, depreciation and amortisation) and underlying EBITDA are non-GAAP measure of performance which help us to
understand the profits our business segments are generating before capital investment and interest charges. EBITDA is calculated by adding back
depreciation and amortisation charges to Operating profit (which is calculated before interest charges). Underlying EBITDA is calculated in a similar way but
starting from underlying operating profit. Further details on the Group's alternative performance measures (APMs) is given on page 243.
i) On 30th October we sold our petrol forecourt estate to Asda and as part of the sale process the petrol sites will transfer across on a rolling basis during a
handover period of approximately 12 months which is governed by a transitional service agreement. The Group have assessed the nature of the
arrangement and concluded that Co-op are acting as agent in the facilitation of the transaction for the end customer, but as a principal for supplying goods
to AFS (Arthur Foodstores Limited - the entity that was sold to Asda) under the service agreement, and consequently will record the revenue and costs of
supplying the goods gross, as well as recording the outsourcing fee charged to AFS in revenue.
Co-op Annual Report & Accounts for 2022:
Financial Statements
154
Notes to the financial statements
continued
1
Operating segments
continued
j) A reconciliation between Underlying operating profit, Underlying loss before tax and Profit before tax (Continuing operations) is provided below:
2022
2021
Continuing Operations
Notes
£m
£m
Underlying operating profit
100
100
Underlying net interest on loans and deposits
6, 7
(55)
(56)
Underlying net interest expense on lease liabilities
6, 7
(76)
(76)
Underlying loss before tax
(31)
(32)
One-off items
1
(39)
(15)
Gain on property, business disposals and closures (see table below)
1
64
-
Impairment of non-current assets (see table below)
1
(105)
(30)
Profit on disposal of petrol forecourts
1
319
-
Change in value of investment properties
26
(15)
9
Finance income (net pension income)
6
43
30
Fair value movement on derivatives (net)
6, 7
9
-
Fair value movement on quoted Group debt
6, 7
28
5
Finance income (one-off gain on settlement of Group Relief Creditor owed to The Co-operative Bank Plc)
6
-
99
Finance income (funeral plans)
6
29
54
Finance costs (funeral plans)
7
(54)
(58)
Other non-cash finance costs
7
(1)
(5)
Profit before tax from continuing operations
247
57
Profit / (loss) from property, business disposals, closures and impairment of non-
2022
2021
current assets
£m
£m
£m
£m
Disposals, closures and onerous contracts:
- proceeds
47
80
- less net book value written off
(15)
(71)
- provisions released / (recognised)
32
(9)
64
-
Impairment of property, plant and equipment, right-of-use assets and goodwill
(105)
(30)
Total
(41)
(30)
See previous page (a) (iii) for details of the impairments.
Co-op Annual Report & Accounts for 2022:
Financial Statements
155
Notes to the financial statements
continued
2
Revenue
What does this show?
This note shows our revenue (which excludes VAT) across our different businesses.
2022
2021
£m
£m
Retail sales
7,822
7,689
Member reward earned on sale of goods
(17)
(18)
Provision of services
344
341
Member reward earned on provision of services
(3)
(3)
Wholesale sales
1,439
1,386
Federal sales
1,895
1,756
Revenue (as shown in the Consolidated income statement)
11,480
11,151
Accounting policies
Revenue is recognised in line with IFRS 15 (Revenue from Contracts with Customers). IFRS 15 defines performance obligations as a 'promise to provide a
distinct good or service or a series of distinct goods or services'. Revenue is recognised when a performance obligation has been delivered which reflects
the point when control over a product or service transfers to a customer. Revenue is measured based on the consideration set out in the contract with the
customer and excludes amounts collected on behalf of third parties.
Sale of goods
The Group recognises revenue when it transfers control over a product to a customer. For the sale of goods, revenue is recognised at the point of sale. Any
rebates, VAT and other sales tax or duty items are deducted from revenue.
Provision of services
Provision of services relates to activities in our Funerals, Legal services and Insurance businesses. Revenue is recognised when separate performance
obligations are delivered to the customer. For funeral sales ('at need') and funeral plan sales ('pre need') the only separable performance obligation is the
funeral itself and therefore revenue is only recognised when the funeral is performed (or the plan is redeemed and the funeral is performed). See Note 29
(Financial instruments) for further details of the accounting policies relating to prepaid funeral plans, funeral benefit options (FBO's) and low cost instalment
plans (LCIP's). Revenue from Legal and Insurance services is recognised as distinct performance obligations are delivered to the customer.
Contract liabilities
Amounts received from funeral plan holders are deferred on the balance sheet within contract liabilities until the related funeral is performed (at which point
the revenue is recognised). The deferred amount is subject to adjustment to reflect a significant financing component. This significant financing component
is calculated based on the expected interest rate that would be reflected in a separate financing transaction between the Group and the plan holder at the
inception of the contract and is charged to the income statement as a finance cost (Note 7) each period until the performance obligation is satisfied. The
interest rate applied is fixed at inception of each plan and is based on an estimated incremental borrowing rate between the customer and the Group at the
point the contract is entered into and reflects the security over our customers' plans through the whole of life policies we have in place. See Note 23
(Contract Liabilities) for further details. When the service prescribed by the plan is delivered, revenue is recognised equal to the deferred revenue balance
related to the specific plan. Discounts offered to members on initial sale of a plan are deducted from the related contract liability.
Contract assets
A contract asset is recognised when our right to consideration is conditional on something other than the passage of time. For funeral plans, fulfilment costs
(which are costs relating directly to the plan sale which otherwise wouldn't have been incurred) are deferred and shown in the consolidated balance sheet
as a contract asset. The costs are then recognised in the consolidated income statement at the point that the funeral is performed and in line with when the
revenue is recognised. See Note 18 (Contract assets) for further details.
Member rewards
The member rewards earned as part of our membership offer are recognised as a reduction in sales at the point they are earned with a corresponding
liability being held on the balance sheet. The liability is reduced when the rewards are redeemed. Member rewards are earned at 2% of sales value. The
Community reward on member's spend is recognised as an operating expense in the income statement when it is earned. Community rewards are also
earned at 2% of sales value.
Federal sales - principal versus agent presentation
The Group operates a joint buying group for itself and other independent co-operative societies. The Group acts as a wholesaler to the other independent
co-operatives and generates sales from this. This is run on a cost recovery basis and therefore no profit is derived from its activities. In accordance with
IFRS 15 and based on the nature of the sales made to the other independent co-operatives and the level of control the Group has over the goods sold to
those co-operatives the Group is acting as the principal in these transactions as opposed to an agent and records revenue on that basis.
Co-op Annual Report & Accounts for 2022:
Financial Statements
156
Notes to the financial statements
continued
3
Operating expenses
What does this show?
This note shows the costs we have incurred during the period. It splits costs into key categories such
as trading activities and employee benefits.
Operating profit is stated after (charging) / crediting the following:
2022
2021
£m
£m
Cost of inventories recognised as an expense
(8,056)
(7,894)
Employee benefits expense (see below)
(1,444)
(1,484)
Distribution costs
(501)
(508)
Gain on property, business disposals and closures (before impairments)
64
-
Impairment of plant, property and equipment and goodwill
(45)
(5)
Impairment of right-of-use assets
(60)
(25)
Impairment reversal on subleases
-
1
Net gain on other plant and equipment disposals
2
2
Change in value of investment properties
(15)
9
Depreciation of plant, property and equipment
(244)
(254)
Depreciation of right-of-use assets
(119)
(122)
Amortisation of intangible assets
(27)
(29)
Furlough repayment
-
(16)
Business rates relief received
-
20
Subscriptions and donations
(6)
(4)
Community reward earned
(18)
(19)
Employee benefits expense
2022
2021
£m
£m
Wages and salaries
(1,293)
(1,332)
Social security costs
(90)
(86)
Pension costs - defined benefit schemes
(6)
(5)
Pension costs - defined contribution schemes
(55)
(61)
Total employee benefits expense
(1,444)
(1,484)
Employee benefits expense includes executive directors.
The average number of people employed by the Group in the UK (including executive directors) was:
2022
2021
Number
Number
Full-time
18,627
19,618
Part-time
40,463
42,919
Total
59,090
62,537
Remuneration of key management
We regard the Board and Executive as our key management personnel and details of their remuneration can be found on pages 97 - 116.
Co-op Annual Report & Accounts for 2022:
Financial Statements
157
Notes to the financial statements
continued
3
Operating expenses
continued
2022
2021
Auditor remuneration and expenses
£m
£m
Audit of these financial statements
2.4
2.1
Amounts receivable by the Society's auditor in respect of:
- Audit of financial statements of subsidiaries in respect of the Society
0.4
0.4
Services relating to:
- Audit-related assurance services
-
-
- All other services
0.1
0.1
Total
2.9
2.6
Accounting policies
Operating expenses
Operating expenses are analysed by nature, as defined by IAS 1 (Presentation of Financial Statements). Payments to our members in their capacity as customers
or colleagues (rather than as members), or membership payments to non-members such as charitable organisations, are treated as charges in the income
statement.
4
Supplier income
What does this show?
Our suppliers give us money back based on the amount of their products we buy and sell. This note shows the
different types of income we've earned from our suppliers based on the contracts we have in place with them. This income is taken off
operating expenses in the income statement.
2022
2021
Supplier income
£m
£m
Food - Long-term agreements
156
158
Food - Bonus income
66
82
Food - Promotional income
281
341
Total Food supplier income
503
581
Wholesale - Long-term agreements
27
27
Wholesale - Bonus income
15
19
Wholesale - Promotional income
81
99
Wholesale supplier income
123
145
Total supplier income
626
726
%
%
Percentage of Cost of Sales before deducting Supplier income
Food - Long-term agreements
2.6%
2.6%
Food - Bonus income
1.1%
1.4%
Food - Promotional income
4.7%
5.7%
Total Food supplier income percentage
8.4%
9.7%
Wholesale - Long-term agreements
2.0%
2.0%
Wholesale - Bonus income
1.1%
1.4%
Wholesale - Promotional income
6.1%
7.3%
Total Wholesale supplier income percentage
9.2%
10.7%
All figures exclude any income or purchases made as part of the Federal joint buying group.
Co-op Annual Report & Accounts for 2022:
Financial Statements
158
Notes to the financial statements
continued
4
Supplier Income
continued
Accounting policies
Supplier income
Supplier income is recognised as a deduction from cost of sales on an accruals basis, based on the expected entitlement that has been earned up to the balance
sheet date for each relevant supplier contract. The accrued incentives, rebates and discounts receivable at year end are included within trade and other receivables
(Note 17). Where amounts received are in the expectation of future business, these are recognised in the income statement in line with that future business. There
are three main types of income:
1. Long-term agreements: These relate largely to volumetric rebates based on agreements with suppliers. They include overriders, advertising allowances and
targeted income. The income accrued is based on the joint buying group's latest forecast volumes and the latest contract agreed with the supplier. Income is not
recognised until confirmation of the agreement has been received from the supplier.
2. Bonus income: These are typically unique payments made by the supplier and are not based on volume. They include payments for marketing support, range
promotion and product development. These amounts are recognised when the income is earned and confirmed by suppliers. An element of the income is deferred
if it relates to a future period.
3. Promotional income: Volumetric rebates relating to promotional activity agreed with the supplier. These are retrospective rebates based on sales volumes or
purchased volumes.
5
Other income
What does this show?
This note shows what we have earned during the period from activities that are outside our normal trading
activities. This is mainly from rental income we earn on properties that we own or sublet.
2022
2021
£m
£m
Rental income from non-investment property
6
7
Rental income from investment property
3
3
Total other income
9
10
Accounting policies
Rental income from investment and non-investment properties
Rental income arising from operating leases on both investment and non-investment properties is accounted for on a straight-line basis over the lease term. For
accounting policies relating to investment property, refer to Note 26.
Co-op Annual Report & Accounts for 2022:
Financial Statements
159
Notes to the financial statements
continued
6
Finance income
What does this show?
Finance income arises from the interest earned on our pension scheme and interest from finance lease
receivables which have been discounted. If they are gains then we also include the movement in the fair value of some
elements of our debt, our interest rate swap positions, foreign exchange contracts and commodity derivatives (which are used
to manage risks from interest rate, foreign exchange and commodity price movements). If they are losses, they are included in
Finance costs (see Note 7). If they are gains, we also show the fair value movement on our funeral plan investments as well as
the discount unwind on funeral plan instalment debtors.
2022
2021
£m
£m
Net pension finance income
43
30
Underlying interest income from finance lease receivables
2
3
Interest receivable on deposits
3
-
Fair value movement on foreign exchange contracts and commodity derivatives
20
5
Fair value movement on quoted Group debt (Note 21)
28
5
One-off gain on settlement of Group Relief Creditor owed to The Co-operative Bank Plc*
-
99
Unrealised fair value movement on funeral plan investments (Note 14)
28
54
Discount unwind on funeral plan debtors
1
-
Total finance income
125
196
*The one-off gain of £99m in 2021 relates to the settlement of the Group Relief Creditor owed to the Co-operative Bank Plc.
7
Finance costs
What does this show?
Our main finance costs are the interest that we've paid during the year on our bank borrowings (that
help fund the business) and the interest payments we incur on our lease liabilities. If they are losses then we also include the
movement in the fair value of some elements of our debt and our interest rate swap positions (which are used to manage risks
from interest rate and foreign exchange movements). If they are gains, they are included in Finance income (see note 6). We
also include the interest that accrues on the funeral plans we hold and any impact of discounting on funeral plan instalment
debtors if it is a charge.
2022
2021
£m
£m
Loans repayable within five years
(58)
(56)
Loans repayable wholly or in part after five years
-
-
Underlying loan interest payable
(58)
(56)
Underlying interest expense on lease liabilities
(78)
(79)
Total underlying interest expense
(136)
(135)
Fair value movement on interest rate swaps (Note 29)
(11)
(5)
Other non-underlying finance interest
(1)
(5)
Interest accruing on funeral plan liabilities (Note 23)
(54)
(54)
Discounting on funeral plan debtors
-
(4)
Total finance costs
(202)
(203)
Non-underlying finance interest includes the impact of discount unwind on payables and provisions (see Note 24).
Total interest expense on financial liabilities (including lease liabilities) that are not at fair value through the income statement was £125m (2021:
£127m).
Co-op Annual Report & Accounts for 2022:
Financial Statements
160
Notes to the financial statements
continued
8
Taxation
What does this show?
Our tax charge is made up of current and deferred tax. This note explains how those items arise.
Additional explanatory footnotes are included to explain the key items. We were re-accredited with the Fair Tax Mark
during 2021 and the additional disclosures we provide are in line with best practice guidance.
2022
2021
Footnote
£m
£m
Current tax credit / (charge) - current period
(i)
11
(1)
Current tax credit - adjustment in respect of prior periods
(iii)
2
-
Net current tax charge - in respect of continuing operations
13
(1)
Net current tax credit - in respect of discontinued operations
(14)
1
Total current tax charge
(1)
-
Deferred tax charge - current period
(iv)
(11)
(5)
Deferred tax charge - adjustments in respect of prior periods
(v)
(2)
(6)
Deferred tax charge - impact of rate change (see note below)
(4)
(13)
Net deferred tax charge - in respect of continuing operations
(17)
(24)
Net deferred tax charge - in respect of discontinued operations
-
-
Total deferred tax charge
(17)
(24)
Total tax charge reported in the income statement
(4)
(25)
Total tax (charge) / credit attributable to a discontinued operation
(14)
1
Total tax charge
(18)
(24)
The tax on the Group’s net profit before tax differs from the theoretical amount that would arise using the standard applicable rate of corporation
tax of 19% (2021:19%) as follows:
2022
2021
Footnote
£m
£m
Profit before tax from continuing operations
247
57
Profit before tax from discontinued operation
81
12
Total profit before tax
328
69
Tax charge at 19% (2021: 19%)
(62)
(13)
Current tax reconciliation:
Expenses not deductible for tax (including one-off costs)
(vi)
(2)
(2)
Credits not taxable on the Co-operative Bank settlement
(ii)
-
19
Depreciation and amortisation on non-qualifying assets
(vii)
(10)
(11)
Non-taxable profits arising on business disposals
(viii)
61
3
Capital gains arising on property disposals
(ix)
(1)
(1)
Adjustments in respect of prior periods
(iii)
2
-
Impact on current tax for movement in temporary tax differences (see below)
11
5
Total current tax charge
(1)
-
Deferred tax reconciliation:
(Utilisation) / increase of temporary tax differences - see Note 15 footnote (vii):
Utilisation of capital allowances in excess of depreciation on qualifying assets
(2)
-
Utilisation of brought forward tax losses
(1)
(1)
Pension timing differences
(10)
(10)
Unwind of restatement adjustment on adoption of IFRS 16
(3)
(3)
Impact of restatement adjustment in relation to IFRS 15
-
-
Unrealised gains on investment properties, rolled-over gains and historic business combinations
10
6
Other timing differences
(5)
3
Subtotal of deferred tax reconciling items
(iv)
(11)
(5)
Other deferred tax items:
Adjustment in respect of previous periods
(v)
(2)
(6)
Impact of restatement of deferred tax to enacted rate
(x)
(4)
(13)
Total deferred tax charge
(17)
(24)
Total tax charge
(18)
(24)
Co-op Annual Report & Accounts for 2022:
Financial Statements
161
Notes to the financial statements
continued
8
Taxation
continued
The net tax charge of £4m on a continuing profit before tax of £247m gives an effective tax rate of 2%, which is lower than the standard rate of 19%. The
main reason for this being lower is the £319m profit arising on the disposal of Arthur Food Stores Limited (the entity that was sold to Asda as part of the
disposal of our petrol forecourt estate) which is exempt from tax as the disposal qualifies under the Substantial Shareholding Exemption Budget that
reduces the expected tax charge by £61m. There are other factors as detailed in the disclosure, the main one being the £10m impact of depreciation on non-
qualifying assets, that in total then increase the net expected tax charge by £14m. See footnotes for more detail.
Tax expense on items taken directly to consolidated statement of comprehensive income or consolidated statement of changes in equity
2022
2021
£m
£m
Actuarial gains and losses on employee pension scheme
183
(128)
Investment property revaluation through other comprehensive income
-
(2)
Tax on items taken directly to consolidated statement of comprehensive income
183
(130)
Adjustment to historic funeral plan liabilities (see Note 23)
(6)
-
Total tax on changes in equity
177
(130)
Of the £183m tax taken directly to the consolidated statement of comprehensive income, £139m credit (2021: £66m charge) arises on the actuarial
movement on employee pension schemes. There is also a £44m credit (2021: £62m charge) being the impact of the 25% rate on the deferred tax related to
the employee pension schemes as noted below. There was no movement this year directly to the consolidated statement of comprehensive income in
respect of investment property revaluations.
A tax charge of £6m has been attributed to the IFRS 15 adoption adjustment in respect of funeral plan liabilities taken directly to Retained earnings in
equity, of which £1m charge is rate impact.
Following the Budget on 3 March 2021, the Chancellor announced the enacted corporation tax rate of 19% would increase to 25% with effect from 1 April
2023. To the extent the above deferred tax assets and liabilities are expected to crystalise after this date they should be valued using 25% rather the
current corporation tax rate of 19%. The bulk of the deferred tax assets and liabilities, as shown in Note 15, are expected to crystalise over a much longer
time frame, being mainly the retirement benefit obligations, capital allowances on fixed assets and unrealised gains on investment properties, rolled-over
gains and historic business combinations. An assessment of the amount of deferred tax assets and liabilities that are expected to crystalise prior to 1 April
2023 is considered to be immaterial when compare to total net deferred tax liability, being less than 1% of the total amount. Due to this assessment being
based on projected forecasts and the potential uncertainties inherent in using these, utilising a flat rate of 25% is seen as a fair approximate and has been
used to determine the actual net deferred tax liabilities.
The impact in 2022 of recognising the net deferred tax movements at 25% rather than 19% has meant the equity credit is increased by £44m and the tax
charge through the income statement is increased by £4m.
Tax policy
We publish our tax policy on our website (https://www.co-operative.coop/ethics/tax-policy) and have complied with the commitments set out in that policy.
Footnotes to taxation note 8:
i) The Group is not tax-paying in the UK in respect of 2022 due to the fact it has a number of brought forward capital allowances (£198m gross claimed in
2022) and tax losses (£5m gross utilised in 2022) that offset its taxable profits for the period. These allowances and losses are explained in more detail in
Note 15.
The current tax charge nets to £1m, this is partly due to profits earned by Arthur Food Stores Limited that could not be fully covered by the above
allowances. The corporation tax libiilty in respect of this, of £3m, was accrued in the the companies balance sheet at disposal. Off-setting this is a credit of
£2m in respect of a claim made to HMRC to convert an equivalent amount of deferred tax reliefs into a cash settlement. This is shown as adjustment in
repsect of prior periods. In addition, the discontinued disclosure requirements require the tax impact of discontinued operations to be split out resulting in a
£14m tax credit and £14m tax charge in continuing and discontinued respectively.
Outside of the UK, our Isle of Man resident subsidiary, Manx Co-operative Society, a convenience retailing business in the Isle of Man showed a small profit
in 2022, giving rise to a small current tax liability of £0.1m (2021: £0.2m). This is the Group's only non-UK resident entity for tax purposes, which employs
104 part-time and 142 full-time colleagues out of our total Group headcount figure. All other income in the consolidated income statement is generated by
UK activities and all other colleagues are employed in the UK.
The 2022 revenue of Manx Co-operative Society is £35m and all other revenue reflected in the consolidated income statement is generated by UK trading
activities. The net assets of Manx Co-operative Society at 31 December 2022 were £11.8m, compared to net assets of the consolidated Group of £2,803m.
The Manx assets represent the only overseas trading assets within the Group. A full copy of the most recent accounts is available here https://www.co-
operative.coop/investors/rules. The presence of this IOM resident subsidiary has not resulted in any additional tax charge in 2022 over and above that
payable to the Isle of Man authorities stated above. If these activities had been carried out in the UK, these profits would have been included within the
Group's taxable profit prior to the availability of capital allowances and tax losses.
In addition the Group has one dormant company registered in the Cayman Islands, Violet S Propco Limited. This is a legacy dormant company and is UK
resident for tax purposes, as it is managed and controlled entirely within the UK. All tax obligations in respect of this company are therefore reported in the
UK. It should be noted that we have engaged with the Cayman Counsel and are in the process of completing the relevant due diligence that will allow the
commencement of the formal striking off of Violet S Propco Ltd as a Cayman Isle registered company.
ITEMS IN RED PENDING UPDATES
Co-op Annual Report & Accounts for 2022:
Financial Statements
162
Notes to the financial statements
continued
8
Taxation
continued
ii) As noted in last year's financial statements, the accounting gain in the 2021 income statement of £99m arising from the settlement of a creditor balance
in relation to group relief claimed from The Co-operative Bank was not subject to corporation tax in accordance with UK tax legislation.
iii) There were minimal adjustments in respect of the current year in respect of prior years for both 2022 and 2021, other than as noted above.
iv) Deferred tax is an accounting concept that reflects how some income and expenses can affect the tax charge in different periods to when they are
reflected for accounting purposes. These differences are a result of tax legislation.
The £11m deferred tax charge represents the net utilisation of temporary differences throughout the current year that are offset against the Group's taxable
profits, reducing the Group's current tax liabilities. The £11m primarily relates to deferred tax arising on movements on our pension assets. Note 15 gives
further detail on how each deferred tax balance has moved in the year.
As the Group is not tax-paying in respect of 2022, the reconciling items between the tax charge at the standard rate and the actual tax charge mostly affect
the deferred tax we carry as they will result in us having more or less capital allowances or losses to offset against future profits.
v)
There was a £2m tax charge adjustment in the current year relating to prior years. This mainly resulted from a claim made to HMRC to convert some of
the Group's deferred tax reliefs into a cash settlement reported as a £2m tax credit to current year tax in respect of prior years (see footnote (i) above). In
2021 the £6m tax charge resulted from changes to the taxable profits reported in the individual subsidiary accounts compared to the Group's tax charge as
a whole in 2020.
It is common for adjustments to arise in respect of prior years, as the tax charge in the financial statements is an estimate that is prepared before the
detailed tax calculations are required to be submitted to HMRC, which is 12 months after the year end. Also, HMRC may not agree with a tax return some
time after the year end and a liability for a prior period may arise as a result. When HMRC may not agree this can give rise to uncertainties for which a
provision is recognised. Following recent agreement with HMRC on prior year issues we no longer carry any uncertain tax positions.
vi) Some expenses incurred by the Group may be entirely appropriate charges for inclusion in its financial statements but are not allowed as a deduction
against taxable income when calculating the Group's tax liability. Examples of this include some repairs, entertaining costs and certain legal costs.
vii) The accounting treatment of depreciation differs from the tax treatment. For accounting purposes an annual rate of depreciation is applied to capital
assets. For tax purposes the Group is entitled to claim capital allowances, a relief provided by law. Some assets do not qualify for capital allowances and no
relief is available for tax purposes on these assets. This value represents depreciation arising on such assets (primarily Land and Buildings).
viii) In 2022 the Group disposed of its shares in Arthur Food Stores Limited (the entity that was sold to Asda as part of the disposal of our petrol forecourt
estate). The disposal falls within the substantial shareholder exemptions (SSE) which means any gain or losses arising on the disposal are not brought into
tax. The amount shown for 2021 was in connection to the disposal of shares in Co-operative Care Limited that was also covered by SSE.
ix) During the year a number of properties were sold, where the net taxable profit was less than the accounting profit.
x) It is a requirement to measure deferred tax balances at the substantively enacted corporation tax rate at which they are expected to unwind. As noted
above the impact of recognising deferred tax at 25% has been to increase the tax charge by £4m this year.
Accounting policies
Income tax on the profit or loss for the period is made up of current and deferred tax. Income tax is recognised in the income statement except to the extent
that it relates to items recognised directly in reserves, in which case it is recognised in other comprehensive income. Current tax is the expected tax
payable on the taxable income for the period, using tax rates enacted or substantively enacted at the balance sheet date, and any adjustment to tax
payable in respect of previous years.
Co-op Annual Report & Accounts for 2022:
Financial Statements
163
Notes to the financial statements
continued
9
Profit on discontinued operation (net of tax)
What does this show?
We classify any of our business segments as discontinued operations if they have been
disposed of during the year or if they are held for sale at the balance sheet date (which means they are most likely to be
sold within a year). This note shows the operating result for these segments as well as the profit or loss on disposal.
Discontinued operation - disposal of Insurance (underwriting) business
The sale of our insurance underwriting business (CISGIL) completed on 3 December 2020. The results of that business have been classified as
a discontinued operation from 2018 and shown in a separate line at the bottom of the consolidated income statement under Discontinued
Operations. As part of the sale agreement Co-op continued to supply CISGIL with certain agreed services in the first half of 2021 under a service
agreement (TSA). The costs and recoveries associated with that agreement are included in the table below within Operating expenses and
Operating income respectively and are shown within Discontinued operations in the Consolidated Income statement. Operating expenses in
2022 includes the release of any remaining provisions associated with the disposal. Other income includes £72m of income following payments
received in respect of a legal claim.
Results of discontinued operation - Insurance (underwriting business)
2022
2021
£m
£m
Operating income
-
12
Operating expenses (net)
3
(13)
Other income
78
13
Profit before tax
81
12
Tax
(14)
1
Profit for the period from discontinued operation
67
13
Revenue from
Underlying
Profit before Additions to non-
Depreciation
Segmental analysis - Insurance
external
segment
tax
current assets
and
(underwriting business)
customers
operating (loss)
amortisation
/ profit
£m
£m
£m
£m
£m
52 weeks ended 31 December 2022
-
-
81
-
-
52 weeks ended 1 January 2022
12
(1)
12
-
-
The table below shows a summary of the cash flows of discontinued operations:
Cash flows used in discontinued operations:
2022
2021
£m
£m
Net cash from discontinued operations
72
13
Cash flows from financing and investing activities were not significant in any period.
Co-op Annual Report & Accounts for 2022:
Financial Statements
164
Notes to the financial statements
continued
9
Profit on discontinued operation, net of tax -
continued
Accounting policies
The Group classifies non-current assets and disposal groups as held for sale if their carrying amounts will be recovered principally through a sale
transaction rather than through continuing use. Non-current assets and disposal groups classified as held for sale are measured at the lower of their
carrying amount and fair value less costs to sell. Costs to sell are the incremental costs directly attributable to the disposal of an asset (disposal group),
excluding finance costs and income tax expense. The criteria for held for sale classification is regarded as met only when the sale is highly probable and
the asset or disposal group is available for immediate sale in its present condition. Actions required to complete the sale should indicate that it is unlikely
that significant changes to the sale will be made or that the decision to sell will be withdrawn. Management must be committed to the plan to sell the asset
and the sale expected to be completed within one year from the date of the classification.
Discontinued operations are those operations that can be clearly distinguished from the rest of the Group, both operationally and for financial reporting
purposes, that have either been disposed of or classified as held for sale and which represent a separate major line of business. Property, plant and
equipment and intangible assets are not depreciated or amortised once classified as held for sale. Assets and liabilities classified as held for sale are
presented separately as current items in the balance sheet. Discontinued operations are excluded from the results of continuing operations and are
presented as a single amount as profit or loss after tax from discontinued operations in the income statement.
A disposal group qualifies as a discontinued operation if it is a component of an entity that either has been disposed of, or is classified as held for sale, and:
• Represents a separate major line of business or geographical area of operations; or
• Is part of a single co-ordinated plan to dispose of a separate major line of business or geographical area of operations.
10
Reconciliation of operating profit to net cash flow from operating activities
What does this show?
This note shows how we adjust our operating profit, as reported in the income statement, to get to the net
cash from operating activities which is the starting position in the cash flow statement. Non-cash items are added back to or
subtracted from the operating profit figure to show how much cash is generated from our operating activities.
2022
2021
£m
£m
Operating profit (Note 1)
5
64
Depreciation and amortisation charges
390
405
Non-current asset impairments
105
30
Profit on closure and disposal of businesses and non-current assets
(66)
(2)
Change in value of investment properties
15
(9)
Retirement benefit obligations
(12)
(24)
Decrease / (increase) in inventories
36
(28)
Increase in receivables
(88)
(17)
Decrease in contract assets (funeral plans)
3
18
Increase in contract liabilities (funeral plans)
(87)
(19)
Increase / (decrease) in payables and provisions
80
(253)
Tax received
2
-
Net cash flow from operating activities before net cash operating inflow from discontinued operations
383
165
Net cash flow from operating activities relating to discontinued operations
72
13
Net cash flow from operating activities
455
178
Accounting policies
Refer to note 20 for details of the accounting policy for Cash and cash equivalents.
Co-op Annual Report & Accounts for 2022:
Financial Statements
165
Notes to the financial statements
continued
Section B - what are our major assets?
This section of the accounts (notes 11 - 20) outlines the key assets that we hold at the balance sheet date.
11
Property, plant and equipment
What does this show?
Property, plant and equipment is the physical assets we use in our business such as our buildings,
equipment and vehicles. This note shows how the amount we include on our balance sheet for these assets has changed over
the period.
Property
Plant and
Total
For the period ended 31 December 2022
equipment
£m
£m
£m
Cost or valuation:
At 1 January 2022
1,442
2,731
4,173
Additions
8
96
104
Disposal of petrol forecourts (see Note 35)
(60)
(121)
(181)
Disposals
(31)
(87)
(118)
At 31 December 2022
1,359
2,619
3,978
Depreciation:
At 1 January 2022
610
1,651
2,261
Charge for the period
27
217
244
Impairment
2
28
30
Disposal of petrol forecourts (see Note 35)
(16)
(76)
(92)
Disposals
(14)
(82)
(96)
At 31 December 2022
609
1,738
2,347
Net book value:
At 31 December 2022
750
881
1,631
At 1 January 2022
832
1,080
1,912
Capital work in progress included above
10
28
38
The impairment charge of £30m (2021: £5m) primarily relates to poor performing food stores (see also Critical accounting estimates and judgements
section of this note for further detail on impairment).
Co-op Annual Report & Accounts for 2022:
Financial Statements
166
Notes to
the financial statements
continued
11
Property, plant and equipment
continued
Property
Plant and
Total
For the period ended 1 January 2022
equipment
£m
£m
£m
Cost or valuation:
At 2 January 2021
1,467
2,580
4,047
Additions
38
224
262
Transfer to Assets held for sale (see Note 19)
(4)
(6)
(10)
Reclassified to Investment properties (see note 26)
(7)
-
(7)
Disposals
(52)
(67)
(119)
At 1 January 2022
1,442
2,731
4,173
Depreciation:
At 2 January 2021
607
1,485
2,092
Charge for the period
30
224
254
Impairment
1
4
5
Transfer to Assets held for sale (see Note 19)
(2)
(5)
(7)
Reclassified as assets held for sale (see note 19)
(2)
-
(2)
Disposals
(24)
(57)
(81)
At 1 January 2022
610
1,651
2,261
Net book value:
At 1 January 2022
832
1,080
1,912
At 2 January 2021
860
1,095
1,955
Capital work in progress included above
21
37
58
Co-op Annual Report & Accounts for 2022:
Financial Statements
167
Notes to the financial statements
continued
11
Property, plant and equipment
continued
Critical accounting estimates and judgements
Impairment
In the context of considering potential impairment of plant, property and equipment; the recoverable amount for Food and Funeral cash generating units
(CGUs) is the greater of the fair value of the CGU (less costs to sell) and the value in use (VIU) of the CGU. The value in use for Food and Funeral CGUs
has been determined using discounted cash flow calculations. The key assumptions in the value in use calculations are as follows:
Assumption
Food Segment
Funeral Segment
Structure of a
A CGU is deemed to be a local network of interdependent branches,
Each individual food store is deemed to be an individual CGU.
CGU
known as a Funeralcare Hub.
Future cash flows derived from Board approved four-year plan cash
Future cash flows derived from Board approved four-year plan cash
flow assumptions.
flow projections.
These forecasts are based on budget for FY23, four- year plan for
These cash flows are extrapolated over the remaining lease term for
FY24 and then subject to a long term growth rate of 1.9% (2021:
leasehold properties or into perpetuity for freehold properties.
1.9%) reflecting the UK's long-term post war growth rate which is in-
line with industry norms for the period of the lease. Where lease
Perpetuities included in cash flows where the Hub is expected to be
terms are shorter than this, the remaining lease terms have been
operational beyond its current lease terms.
used. Perpetuities are included in cash flows with 0% growth (2021:
0%) where stores are expected to be operated beyond their current
A growth rate of 1.9% (2021: 1.9%) is applied beyond Board
lease term.
approved four-year plan horizon (reflecting the UK's long-term post
war growth rate which is in-line with industry norms).
Cash flow years
Cash flows include estimated store capital maintenance costs
/ assumptions
based on the square footage of the store.
The Group is currently working to identify the physical risk to our
business and supply chains from the changing climate, along with
The Group is currently working to identify the physical risk to our
the potential impact of policy, technology and market changes as we
business and supply chains from the changing climate, along with
transition to a lower carbon future. This is a developing area with
the potential impact of policy, technology and market changes as
inherent uncertainty which is constantly evolving. The work being
we transition to a lower carbon future. This is a developing area with undertaken will help inform our overall response to the risks and
inherent uncertainty which is constantly evolving. The work being
opportunities that are identified. Our assessment of the impact of
undertaken will help inform our overall response to the risks and
climate-related risk and related expenditure is reflected in the
opportunities that are identified. Our assessment of the impact of
financial models and plans and will continue to be monitored in
climate-related risk and related expenditure is reflected in the
future periods.
financial models and plans and will continue to be monitored in
future periods.
A post tax discount rate has been calculated for impairment
A post tax discount rate has been calculate for impairment
purposes, with the Food segment's weighted average cost of capital purposes, with the Funeralcare segment's weighted average cost of
(WACC) deemed to be an appropriate rate, subsequently grossed
capital (WACC) deemed to be an appropriate rate, subsequently
up to a pre-tax rate of 10.1% (2021: 7.3%).
grossed up to a pre-tax rate of 10.9% (2021: 8.8%).
The post tax discount rate has been calculated using the capital
The post tax discount rate has been calculated using the capital
asset pricing model.
asset pricing model.
Certain inputs into the capital asset pricing model are not readily
Certain inputs into the capital asset pricing model are not readily
available for non-listed entities. As such, certain inputs have been
available for non-listed entities. As such, certain inputs have been
obtained from industry benchmarks which carries a measure of
obtained from industry benchmarks which carries a measure of
estimation uncertainty. However, as discussed in the sensitivity
estimation uncertainty. However, as discussed in the sensitivity
Discount rate
section below, this estimation uncertainty level is not deemed to be
section below, this estimation uncertainty level is not deemed to be
and Sensitivity
material.
material.
analysis
In each of the current and comparative years, sensitivity analysis
In each of the current and comparative years, sensitivity analysis
has been performed in relation to our store impairment testing,
has been performed in relation to our Funeralcare Hub impairment
testing for a 2% increase in discount rate and a decrease in growth
testing, testing for a 1% increase in discount rate and a decrease in
to minus 2%; within both these sensitivities no additional material
growth to minus 1%; within both these sensitivities no additional
impairment was calculated. The sensitivity analysis performed
material impairment was calculated. The sensitivity analysis
considers reasonably possible changes in the discount rate and
performed considers reasonably possible changes in the discount
growth rate assumptions.
rate and growth rate assumptions.
Sensitivity analysis has also been performed on our goodwill
Sensitivity analysis has also been performed on our goodwill
impairment testing, see note 13.
impairment testing, see note 13.
Co-op Annual Report & Accounts for 2022:
Financial Statements
168
Notes to the financial statements
continued
11
Property, plant and equipment
continued
Accounting policies
Where parts of an item of property, plant and equipment have materially different useful economic lives, they are accounted for as separate items of
property, plant and equipment. Cost includes purchase price plus any costs directly attributable to bringing the assets to the location and condition
necessary for it to be capable of operating in the manner intended by management. Depreciation is provided on the cost or valuation less estimated
residual value (excluding freehold land) on a straight-line basis over the anticipated working lives of the assets. The estimated useful lives are as follows
and where appropriate would also include our assessment of the expected impact on asset lives of our plan to move to net zero by 2040:
Property
Freehold buildings - 50 years
Leasehold property - shorter of period of lease or 50 years
All properties are measured at cost less accumulated depreciation and impairment losses.
Plant & equipment
Plant and machinery - 3 to 13 years
Vehicles - 3 to 9 years
We no longer include property, plant and equipment in our balance sheet when the Group loses the right to the future economic benefits associated with
the asset. For property, this usually happens when we have exchanged contracts on an unconditional basis to sell it.
Impairment
For the Food segment, the Group treats each store as a separate cash-generating unit for impairment testing of property, plant and
equipment and right-of-use assets. The Group allocates goodwill to groups of cash-generating units. The lowest level at which goodwill is monitored by
management is at a total Food segment level.
For the Funerals segment, the Group treats a local network of interdependent branches, known as a Funeralcare Hub, as a separate cash-generating
unit for impairment testing of property, plant and equipment, right-of-use assets and goodwill.
At each reporting date, the Group reviews the carrying amounts of its property, plant and equipment to determine whether there is any indication that
those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset, being the higher of its fair value less
costs to dispose and its value in use, is estimated in order to determine the extent of the impairment loss. Impairment losses are recognised in the
income statement.
Where the asset does not generate cash flows that are independent from other assets, the Group estimates the recoverable amount of the cash-
generating unit (CGU) to which the asset belongs. For Food stores, the CGU is deemed to be each trading store. For Funeralcare, the CGU is deemed
to be a local network of interdependent branches. Where an individual branch within a local network is to be closed, the individual branch is defined as
the CGU, rather than being included with the network of interdependent branches. This is because the branch is no longer expected to contribute to the
business through cash generated through its operating activities but instead through any proceeds on disposal.
An impairment loss is reversed if there has been a change in the estimate used to determine the recoverable amount. An impairment loss is reversed
only to the extent that the asset’s carrying amount is returned to what it would have been, net of depreciation or amortisation, if no impairment loss had
been recognised.
Co-op Annual Report & Accounts for 2022:
Financial Statements
169
Notes to the financial statements
continued
12
Leases
What does this show?
This note shows the value of our leased assets and the corresponding value of our lease liabilities.
The tables show how these balances have moved in the period from additions, disposals, payments, interest charges and
impairments.
A. As a lessee
Property
Plant and
Total
Right-of-use assets
equipment
£m
£m
£m
Balance at 1st January 2022
1,014
72
1,086
Depreciation charge for the year
(102)
(17)
(119)
Additions
116
7
123
Disposals
(16)
(1)
(17)
Disposal of petrol forecourts (see Note 35)
(131)
-
(131)
Impairment
(60)
-
(60)
Balance at 31st December 2022
821
61
882
Balance at 2nd January 2021
952
79
1,031
Depreciation charge for the year
(105)
(17)
(122)
Additions
226
10
236
Disposals
(5)
-
(5)
Reclassified to Investment properties (see Note 26)*
(28)
-
(28)
Transfer to assets held for sale (see Note 19)
(1)
-
(1)
Impairment
(25)
-
(25)
Balance at 1st January 2022
1,014
72
1,086
The Group leases many assets, principally it leases properties for its food retail stores and funeral branches as well as some vehicles and other
equipment. The leases of retail stores are typically between 1 and 20 years in length (2021: 1 and 20 years), and leases of funeral branches are
typically between 1 and 10 years in length (2021: 1 and 8 years). Vehicle and equipment leases are typically between 1 and 4 years in length (2021:
1 and 4 years) and in some cases the Group has options to purchase the assets at the end of the contract term.
In the context of potential impairment then the critical accounting estimates and judgments set out in Note 11 (Property, plant and equipment) are
also applicable for right-of-use assets. Impairment of £60m (2021: £25m) comprises £33m against food stores where future cashflow forecasts do
not support the carrying value of the right-of-use assets we hold and £27m in the Corporate centre which includes a £20m reduction in the value of
the right-of-use asset that we hold against our central support centre at Angel Square as our utilisation has changed following the transition to hybrid
working.
2022
2021
Lease liabilities
£m
£m
Current
(182)
(210)
Non-current
(1,124)
(1,306)
Lease liabilities included in the Consolidated balance sheet
(1,306)
(1,516)
2022
2021
Lease liabilities
£m
£m
At the start of the period
(1,516)
(1,425)
Additions
(120)
(244)
Disposals
31
17
Disposal of petrol forecourts (see Note 35)
171
-
Interest expense
(78)
(79)
Transfer to liabilities held for sale (see note 19)
-
2
Payments
206
213
Total lease liabilities
(1,306)
(1,516)
The Group recognised rent expense from short-term leases of £2m (2021: £2m).
Co-op Annual Report & Accounts for 2022:
Financial Statements
170
Notes to the financial statements
continued
12
Leases
continued
Extension and termination options
Some leases of retail stores contain extension or termination options exercisable by the Group up to one year before the end of the non-
cancellable contract period. Where practicable, the Group seeks to include extension and termination options in new leases to provide
operational flexibility. The extension and termination options held are typically exercisable only by the Group and not by the lessors.
The Group assesses at lease commencement whether it is reasonably certain to exercise the extension or termination options. The Group
reassesses whether it is reasonably certain to exercise the options if there is a significant event or significant change in circumstances within
its control.
As at 31 December 2022, potential discounted future cash outflows of £141m (2021: £150m) have not been included in the lease liability
because it is not reasonably certain that the Group will exercise the extension option. Included within the lease liability are discounted future
cash outflows of £99m (2021: £107m) where the group holds termination options but it is not reasonably certain to execute those termination
options.
Sale and leaseback
During the year the Group completed sale and leaseback transactions on some of its freehold buildings used within food retail and our funerals
business. Aggregate consideration of £6m (2021: £12m) was received, a net lease liability of £1m (2021: £6m) was recognised and net book
value of £5m (2021: £3m) disposed creating a profit on disposal of £nil (2021: £3m).
B. As a lessor
Lease income from lease contracts in which the Group acts as a lessor is as below:
2022
2021
£m
£m
Operating lease (i)
Lease income
9
10
Finance lease (ii)
Finance income on the net investment in the lease
2
3
i. Operating lease
The Group leases out its investment properties. The Group classifies these leases as operating leases, because they do not transfer
substantially all of the risks and rewards incidental to the ownership of the assets. The following table sets out a maturity analysis of lease
payments, showing the undiscounted lease payments to be received after the reporting date.
2022
2021
£m
£m
Less than one year
5
6
One to two years
4
5
Two to three years
4
4
Three to four years
3
4
Four to five years
3
3
More than five years
31
35
Total undiscounted lease payments receivable
50
57
ii. Finance lease
The Group also subleases some of its non-occupied leased properties. The Group classifies the sublease as a finance lease, where the period
of the sublease is for substantially the remaining term of the head lease. The following table sets out a maturity analysis of lease receivables,
showing the undiscounted lease payments to be received after the reporting date.
2022
2021
£m
£m
Less than one year
11
12
One to two years
10
9
Two to three years
9
9
Three to four years
8
8
Four to five years
7
7
More than five years
24
23
Total undiscounted lease payments receivable
69
68
Less: Unearned finance income
(17)
(17)
Present value of minimum lease payments receivable
52
51
Impairment loss allowance
(9)
(9)
Finance lease receivable (net of impairment allowance)
43
42
Co-op Annual Report & Accounts for 2022:
Financial Statements
171
Notes to the financial statements
continued
12
Leases
continued
B. As a lessor
- continued
ii. Finance lease
- continued
2022
2021
£m
£m
Current
9
12
Non-current
34
30
Finance lease receivable as per Consolidated balance sheet
43
42
The average term of finance leases entered into is 13 years (2021: 10 years).
Impairment of finance lease receivable
The Group estimates the loss allowance on finance lease receivables at an amount equal to lifetime expected credit losses. The lifetime
expected credit losses are estimated based upon historical defaults on subleases, the credit quality of current tenants and forward-looking
factors.
Accounting policies
Right-of-use assets
The Group recognises right-of-use assets 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 assets are depreciated on a straight-line basis over the
shorter of its estimated useful life and the lease term. Right-of-use assets are subject to impairment.
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 (including in-substance fixed payments) less any lease incentives
receivable, variable lease payments that depend on an index or a rate, and amounts expected to be paid under residual value guarantees.
The lease payments also include the exercise price of a purchase option reasonably certain to be exercised by the Group and payments of
penalties for terminating a lease, if the lease term reflects the Group exercising the option to terminate. The variable lease payments that do
not depend on an index or a rate are recognised as expense in the period on which the event or condition that triggers the payment occurs.
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. After the commencement date, the amount of lease liabilities is increased to
reflect the accretion of interest and reduced for the lease payments made. In addition, the carrying amount of lease liabilities is remeasured if
there is a modification, a change in the lease term, a change in the in-substance fixed lease payments or a change in the assessment to
purchase the underlying asset.
Short-term leases and leases of low-value assets
The Group applies the short-term lease recognition exemption to its short-term leases of machinery and equipment (i.e., those leases that
have a lease term of 12 months or less from the commencement date and do not contain a purchase option). It also applies the lease of low-
value assets recognition exemption to leases that are considered of low value (i.e. below £5,000). Lease payments on short-term leases and
leases of low-value assets are recognised as expense on a straight-line basis over the lease term.
Co-op Annual Report & Accounts for 2022:
Financial Statements
172
Notes to the financial statements
continued
13
Goodwill and intangible assets
What does this show?
Intangible assets have long-term value but no physical presence, such as software or customer
relationships. This note shows how the amount we include on our balance sheet for these assets has changed over the
period.
Acquired customer
For period ended 31 December 2022
Goodwill
Computer software
relationships and
Total
other intangibles
£m
£m
£m
£m
Cost:
At 1 January 2022
1,245
346
43
1,634
Additions
-
15
-
15
Disposal of petrol forecourts (see Note 35)
(107)
-
-
(107)
Disposals
(7)
-
-
(7)
At 31 December 2022
1,131
361
43
1,535
Accumulated amortisation and impairment:
At 1 January 2022
383
138
38
559
Charge for the period
-
27
-
27
Impairment
4
11
-
15
At 31 December 2022
387
176
38
601
Net book value:
At 31 December 2022
744
185
5
934
The impairment charge of £15m (2021: £nil) primarily relates to software licenses in our Food business that we no longer intend to use.
Acquired customer
For period ended 1 January 2022
Goodwill
Computer software
relationships and
Total
other intangibles
£m
£m
£m
£m
Cost:
At 2 January 2021
1,277
316
43
1,636
Additions
-
30
-
30
Transferred to Assets held for sale (see Note 19)
(3)
-
-
(3)
Disposals
(29)
-
-
(29)
At 1 January 2022
1,245
346
43
1,634
Accumulated amortisation and impairment:
At 2 January 2021
384
110
37
531
Charge for the period
-
28
1
29
Transferred to Assets held for sale (see Note 19)
-
-
-
-
Disposals
(1)
-
-
(1)
Impairment
-
-
-
-
At 1 January 2022
383
138
38
559
Net book value:
At 1 January 2022
862
208
5
1,075
Co-op Annual Report & Accounts for 2022:
Financial Statements
173
Notes to the financial statements
continued
13
Goodwill and intangible assets
continued
Goodwill
The components of goodwill are as follows:
2022
2021
£m
£m
Food
723
840
Other businesses
21
22
744
862
The goodwill within other businesses principally relates to the goodwill recognised in the Funeral and Legal Services businesses.
Critical accounting estimates and judgements
Goodwill impairment - sensitivity testing
For the Food goodwill impairment review, the Food segment's future cash flow projections have been taken from the board approved four-year
plan, taken into perpetuity and discounted to present value at a pre-tax rate of 10.1% (2021: 7.3%). A long-term growth rate of 1.9% has been
applied beyond the four-year plan period (2021: 1.9%). In each of the current and comparative years, sensitivity analysis has been performed on
this assumption, testing for a 1% increase in discount rate and a decrease in revenue growth / cashflow to minus 1%; within both these
sensitivities the cash flows remain well in excess of the current carrying value. The sensitivity analysis performed considers reasonably possible
changes in the discount rate and growth rate assumptions.
The Group is currently working to identify the physical risk to our business and supply chains from the changing climate, along with the potential
impact of policy, technology and market changes as we transition to a lower carbon future. This is a developing area with inherent uncertainty
which is constantly evolving. The work being undertaken will help inform our overall response to the risks and opportunities that are identified
which will then be reflected in our financial models and plans as appropriate and in line with the Group’s integrated approach to a changing
climate. See our Vision update: Co-operating for a Fairer World for further discussion.
For the Funerals goodwill impairment review, average selling price increases and wage and cost inflation have been applied in line with the
assumptions in the four-year plan. Although inherently uncertain this also includes our best estimate of future death rates including the recent
impact of Covid-19. Cash flows have been projected based on the four-year plan and into perpetuity from year four and discounted back to
present value using a pre-tax discount rate of 10.9% (2021: 8.8%). A long term growth rate of 1.9% has been applied beyond the four-year plan
period (2021: 1.9%). Sensitivity analysis has been performed with the discount rate increased by 1% and a decrease in revenue growth /
cashflow to minus 1%, and under these sensitivities no further material amounts of impairment are calculated. The sensitivity analysis performed
considers reasonably possible changes in the discount rate and growth rate assumptions.
We continue to allocate goodwill to CGUs, which are determined as a local network of independent branches (known as a Funeralcare Hub),
however in the year the allocation of branches to networks has been reorganised to better align to how cashflows are monitored internally. An
impairment test was carried out prior to this reorganisation to ensure the change did not result in a materially different impairment result under the
new and previous methods.
Co-op Annual Report & Accounts for 2022:
Financial Statements
174
Notes to the financial statements
continued
13
Goodwill and intangible assets
continued
Accounting policies
Goodwill
Goodwill represents the difference between the cost of the acquisition and the fair value of the identifiable assets, liabilities and contingent liabilities acquired.
Assets and liabilities accepted under a transfer of engagements are restated at fair value, including any adjustments necessary to comply with the accounting
policies of the Group.
Goodwill is stated at cost less any accumulated impairment losses. Goodwill is allocated to cash-generating units and is not amortised but is tested annually
for impairment. In respect of associates, the carrying value of goodwill is included in the carrying amount of the investment in the associate. Where impairment
is required the amount is recognised in the income statement and cannot be written back.
Negative goodwill arising on an acquisition is recognised directly in the income statement.
Acquisition costs are expensed to the income statement when incurred.
Computer software
Computer software is stated at cost less accumulated amortisation and impairment. Costs directly attributable to the development of computer software for
internal use are capitalised and classified as intangible assets where they are not an integral part of the related hardware and amortised over their useful life
up to a maximum of seven years. We have considered the impact of guidance issued in March 2021 by the IFRS Interpretations Committee, which clarified
IAS 38 guidance around what costs should and should not be capitalised specifically in relation to Software as a Service (‘SaaS’) contracts, and concluded that
our policy continues to be compliant with the standard.
Subsequent expenditure
Subsequent expenditure on capitalised intangible assets is capitalised only when it increases the future economic benefits embodied in the specific asset to
which it relates. All other expenditure is charged to the income statement as incurred.
Amortisation
Amortisation is charged to the income statement on a straight-line basis over the estimated useful lives of intangible assets. Goodwill with an indefinite useful
life is tested for impairment at each balance sheet date. Other intangible assets are amortised from the date they are available for use. The estimated useful
lives are as follows:
• Software development costs: 3 – 7 years
• Other intangible assets: 1 - 10 years
Impairment
Goodwill is reviewed for impairment at least annually by assessing the recoverable amount of each cash-generating unit, or group of cash-generating units, to
which the goodwill relates.
Food:
In the Food business, the CGUs to which goodwill has been allocated and the level at which it is monitored is deemed to be the Food segment as a whole as
goodwill arising on acquisitions reflects synergies (principally buying benefits) that benefit the whole business. Accordingly, impairment testing for all store
goodwill balances is carried out using all the food stores as the group of CGUs.
Other businesses:
The majority of goodwill within other businesses is allocated to the Funerals business.
In the Funerals business, a CGU to which goodwill has been allocated is determined as a local network of interdependent branches, known as a Funeralcare
Hub.
Where an individual branch within a local network is to be closed, the CGU attributable to that branch is redefined as being solely that individual branch on the
basis that the branch is no longer expected to contribute to the business through cash generated through its operating activities but instead through any
proceeds on disposal.
Co-op Annual Report & Accounts for 2022:
Financial Statements
175
Notes to the financial statements
continued
14
Funeral plan investments
What does this show?
Our Funerals business holds some investments in relation to funeral plans. This note provides
information on these investments and how they are accounted for.
Funeral plan investments as per the balance sheet:
2022
2021
£m
£m
Current
-
-
Non-current
1,369
1,372
Funeral plan investments
1,369
1,372
Funeral plan investments held by the Group are as follows:
2022
2021
£m
£m
Fair value through the income statement:
Funeral plan investments (see below)
1,369
1,372
Total Funeral plan investments
1,369
1,372
Funeral plan investments:
2022
2021
£m
£m
At start of period
1,372
1,331
Net plan investments (including ongoing instalments)
76
92
Plans redeemed
(91)
(96)
Plans cancelled
(17)
(9)
Unrealised fair value movement on funeral plan investments (Note 6)
29
54
At end of period
1,369
1,372
See Note 29 for further detail on the accounting policy for funeral plans.
Co-op Annual Report & Accounts for 2022:
Financial Statements
176
Notes to the financial statements
continued
14
Funeral plan investments
continued
The funeral plan investments are financial assets which are recorded at fair value each period using valuations provided to Co-op by the policy
provider. The plan values reflect the amount the policy provider would pay out on redemption of the policy at the valuation date with the main
driver being underlying investment performance. The investment strategy is targeted to deliver appropriate returns on the plan investments over
the medium term to match expected inflationary increases in the cost to deliver a funeral. Assets include UK and overseas equities, gilts,
corporate bonds, property and cash.
Funeral plan actuarial position as at 30 September 2022:
The Group holds investments on the balance sheet in respect of funeral plan policies which are predominantly invested in individual whole-of-life
insurance policies and, to a much smaller extent, independent trusts (<5% of total). The investments are subject to an annual actuarial
valuation. This gives an assessment as to the headroom of the underlying funeral plan investments over an estimated present value (on a
wholesale basis) of delivering the funerals on a portfolio basis. The most recent valuation was performed as at 30 September 2022 and the
headroom achieved on a portfolio basis is shown in the table below before allowance for taxation.
30th September
30th September
Funeral Plan Investments Actuarial Valuation (pre tax)
2022
2021
£m
£m
Total Assets
1,258
1,397
Liabilities:
Present value (wholesale basis)
787
1,102
Total Liabilities (pre tax)
787
1,102
Headroom (pre-tax)
471
295
Headroom as a % of liabilities (pre-tax)
60%
27%
Broadly, a significant increase in expected investment returns (used to derive the discount rate) has reduced future liabilities this year. This has
only partly been offset by reduced asset valuations, so increasing the surplus overall. The group continues to manage funeral plans for the
medium to long term given, in the normal course of business, this is when the majority of the liability will crystallise. We estimate that the pre-tax
"wholesale" cost actuarial valuation surplus (used under IAS 37) at 31 December 2022 would be approximately £517m, an increase of £46m
over the 30 September 2022 position reflecting modest favourable changes in assumptions including increased asset values and decreased
expected inflation.
Key assumption
30th September
30th September
2022
2021
Average total wholesale costs per plan funeral
£2,704
£2,652
Average future cost inflation
3.4%
3.9%
Average discount rate (before tax and after allowance for investment management costs)
4.7%
2.3%
Sensitivities
The actuarial report is a best estimate and is neither deliberately optimistic nor pessimistic. It is prepared by independent actuaries based on
management assumptions such as future funeral and disbursement inflation. The headroom percentage is expressing the surplus as a
percentage of total liabilities. Each 0.5% (50 basis points) increase in the inflation assumption would reduce the surplus by approximately £53m
(2021: £94m). Each 0.5% (50 basis points) reduction in the discount rate would reduce the surplus by approximately £34m (2021: £70m). Both
of these sensitivities include allowance for assets held that would move in line with liabilities.
Under the revised IAS 37 approach the actuarial cost to be used in the assessment of onerous liabilities should be the lower of the wholesale
cost and the internal cost per redemption calculated under the standard (and on this basis the "wholesale" cost has been used). The wholesale
actuarial valuation is based upon the Group's estimate of the direct cost for a third party funeral director to perform the promised services and
the payment of associated disbursements (crematoria, clergy fees etc) as if the Group were not in a position to carry out these funerals. The
future Group administrative costs of maintaining the current funeral plans are allowed for, but no allowance is made for any incremental
overheads of the third party because it's assumed that the provider could absorb these funerals into their existing infrastructures. These costs
do not represent the expected internal cost of fulfilling the funeral and allowing for these costs in the valuation may materially affect the results.
Accounting policies
See Note 29 Financial Instruments for the accounting policies relating to funeral plans.
Co-op Annual Report & Accounts for 2022:
Financial Statements
177
Notes to the financial statements
continued
15
Deferred taxation
What does this show?
Our tax charge is made up of current and deferred tax as explained in note 8. We show a net asset
or net liability in the balance sheet to reflect our deferred tax. This note shows how those items are calculated and how they
affect the income statement. Additional explanatory footnotes are included to explain the key items.
Deferred income taxes are calculated on all temporary differences under the liability method using an effective tax rate of 25.0% (2021: 19.0%).
Temporary differences arise because sometimes accounting and tax requirements mean that transactions are treated as happening at a different
time for accounting purposes than they are for tax purposes.
2022
2021
Net deferred tax in the balance sheet comprises:
£m
£m
Deferred tax asset - continuing operations
400
429
Deferred tax liability - continuing operations
(556)
(743)
Net deferred tax liability
(156)
(314)
Comprised of:
Footnote:
Other temporary differences
(i)
(6)
1
Retirement benefit obligations
(ii)
(395)
(565)
Capital allowances on fixed assets
(iii)
314
327
Unrealised gains on investment properties, rolled-over gains and historic business combinations
(iv)
(138)
(155)
Tax losses
(v)
22
23
IFRS 16 transition adjustment taken through Opening Reserves
(vi)
47
55
(156)
(314)
The movements in the net deferred tax liability during the period are set out below:
2022
2021
£m
£m
At beginning of the period
(314)
(161)
Income statement (charge) / credit:
Group (see Note 8)
(vii)
(17)
(24)
Additions / disposals
(2)
1
Charged to equity:
Retirement benefit obligations (see Note 8)
(ii)
183
(128)
Investment property revaluation movement
-
(2)
Items taken directly to Retained earnings:
Adjustment to historic funeral plan liabilities (See Notes 8 and 23)
(6)
-
At end of the period (continuing operations)
(156)
(314)
Following the Budget on 3 March 2021, the Chancellor announced the enacted corporation tax rate of 19% would increase to 25% with effect from
1 April 2023. To the extent the above deferred tax assets and liabilities are expected to crystalise after this date they should be valued using 25%
rather the current corporation tax rate of 19%. The bulk the deferred tax assets and liabilities, as shown in Note 15, are expected to crystalise over
a much longer time frame, being mainly the retirement benefit obligations, capital allowances on fixed assets and unrealised gains on investment
properties, rolled-over gains and historic business combinations. An assessment of the amount of deferred tax assets and liabilities that are
expected to crystalise prior to 1 April 2023 is considered to be immaterial when compare to total net deferred tax liability, being less than 1% of the
total amount. Due to this assessment being based on projected forecasts and the potential uncertainties inherent in using these, utilising a flat rate
of 25% is seen as a fair approximate and has been used to determine the actual net deferred tax liabilities.
The impact in 2022 of recognising the net deferred tax movements at 25% rather than 19% has meant the equity credit is increased by £44m, the
tax charge through the income statement is increased by £4m and the tax charge in respect of amounts taken straight to Retained earnings is
increased by £1m.
Co-op Annual Report & Accounts for 2022:
Financial Statements
178
Notes to the financial statements
continued
15
Deferred taxation -
continued
Footnotes:
i) This amount includes deferred tax liabilities that arose on the acquisition of Nisa Retail Limited in 2018 and the adoption of IFRS 9, also in 2018.
These are partially offset by a deferred tax asset in respect of provisions. Expenses that have not yet been incurred are able to be recorded in the
accounts as provisions. However, of these certain expenses don't receive tax relief until they have been paid for and so the related tax relief is
delayed to a future period. During 2022 the amount of expense provisions deferred for tax puposes reduced meaning a larger net liability is shown.
ii) This amount represents the theoretical future tax cost to the Group in respect of the current pension scheme surplus. The overall decrease in 2022
was £170m. This is due to the movement in the total schemes' surpluses during the year.
iii) A deferred tax asset arises on capital allowances where the tax value of assets is higher than the accounts value of the same fixed assets. The
reason the Group has a higher tax value for these fixed assets is due to the fact the Group has not made a claim to its maximum entitlement to
capital allowances since 2013 due to reduced levels of trading profits in the intervening years. However, impairment, disposals and depreciation
have continued to reduce the accounts value for our assets. The Group expects to use these allowances to reduce future trading profits. The £13m
decrease in the asset over the year is due mainly to the increased use of capital allowances.
iv) This amount represents the theoretical amount of tax that would be payable by the Group on (a) the sale of all investment properties, (b) the sale
of properties that have been restated at their fair value on historic mergers and transfers of engagements and (c) the sale of any property that has
had an historic capital gain 'rolled into' its base cost (which is an election available by statute designed to encourage businesses to reinvest proceeds
from the sale of trading properties into new trading properties and ventures). The £17m decrease in the liability over the year is mainly due to
disposal of properties under classs (c) above.
v) The Group has incurred trading losses and interest losses that were in excess of taxable profits in the past. These losses can be used to reduce
future trading profits and capital gains which are included in future tax forecasts for the Group. The restriction on the amount of losses that can be
used in any one year post 1 April 2017, being £5m plus 50% of any surplus taxable profits above this amount, is not expected to limit the use of
these losses other than extend the time over which they will be claimed.
The decrease in asset of £1m is in respect of amounts offset against taxable profits this year.
vi) Deferred tax that arose on the adoption of IFRS 16 in 2019 will unwind over a number of years and reduce taxable profits in those future years.
The decrease in asset of £8m is mainly in respect of the unwind during the year.
vii) This movement is made up of a net £11m current year utilisation of temporary differences, £2m prior year adjustments and £4m impact from rate
change, see Note 8 for more detail.
Accounting policies
Deferred tax is provided for, with no discounting, using the balance sheet liability method, providing for temporary differences between the carrying
amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. The following temporary differences
are not provided for: the initial recognition of assets or liabilities that affect neither accounting nor taxable profits, and differences relating to
investments in subsidiaries to the extent that they will probably not reverse in the foreseeable future. The amount of deferred tax provided is based
on the expected manner of realisation or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted
at the balance sheet date. A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available to use
the asset against. Deferred tax assets are reduced to the extent that it is no longer probable that the related tax benefit will be realised.
Co-op Annual Report & Accounts for 2022:
Financial Statements
179
Notes to the financial statements
continued
16
Inventories
What does this show?
This note shows the stock we hold at the period end. This is mainly the goods we're planning to
sell, held either at Food stores or distribution centres. We also hold stocks of store consumables (such as plastic bags) as
well as work in progress relating to funeral caskets.
2022
2021
Inventories include the following:
£m
£m
Raw materials, consumables and work in progress
4
4
Finished goods and goods for resale
429
484
433
488
The period end inventory provision is £44m (2021: £29m) and a net charge of £15m (2021: £6m) has been made within operating expenses in the
income statement. Inventory held at fair value less cost to sell is not material in either period. There was no inventory pledged as security for
liabilities in the current or prior period.
Accounting policies
Inventories are stated at the lower of cost, including attributable overheads, and net realisable value.
17
Trade and other receivables
What does this show?
This note shows amounts we are owed and amounts we have paid in advance for services which
will be received over a period of time. It also shows a reduction to reflect amounts we think may not be repaid. They are
split between current items (which will be settled within one year) and non-current items (which will be settled after more
than one year).
2022
2021
£m
£m
Non-current
171
214
Current
637
551
808
765
2022
2021
£m
£m
Trade receivables
371
309
Prepayments
28
25
Accrued income
132
128
Other receivables
288
313
819
775
Allowance for expected credit losses
(11)
(10)
808
765
Trade receivables are non-interest bearing and the Group's standard payment terms are between 7 and 60 days.
Non-current debt includes £166m (2021: £199m) that relates to pre-paid funeral plan instalments where customers have been invoiced before the
funeral has occurred. £38m (2021: £37m) of current debt also relates to pre-paid funeral plan instalments which are £204m (2021: £236m) in total.
Non-current debt also includes £5m (2021: £15m) of deferred consideration receivable in respect of the agreement with Markerstudy to provide
marketing and distribution services for motor and insurance products with an additional £10m (2021: £10m) included in current. These balances
are all included within Other receivables.
Within trade receivables is £60m (2021: £52m) of supplier income that is due from Food and Wholesale suppliers. Accrued income includes
£116m (2021: £116m) in relation to supplier income that has been recognised but not yet billed. As at 5th April 2023, £45m (2021: £45m) of the
trade receivables balance had been invoiced and settled and £102m (2021: £112m) of the accrued income balance has been invoiced and settled.
Co-op Annual Report & Accounts for 2022:
Financial Statements
180
Notes to the financial statements
continued
17
Trade and other receivables
- continued
The table below shows the movement in the allowance for expected credit losses for trade and other receivables:
2022
2021
£m
£m
Opening allowance for expected credit losses
10
12
Charge to the income statement
12
7
Credit to the income statement
(11)
(9)
Closing allowance for expected credit losses
11
10
The Group has applied the expected losses model as defined under IFRS 9 (Financial Instruments) which focuses on the risk that a trade receivable
will default rather than whether a loss has been incurred. The Group has applied a simplified approach as allowed under IFRS 9 to use a provision
matrix for calculating expected losses for trade receivables. More information on credit risk and the use of a provision matrix is provided in Note 29
which outlines our approach to financial risk management.
Accounting policies
Refer to Note 29 Financial Instruments for the accounting policies relating to trade receivables and allowances for expected credit losses.
18
Contract assets
What does this show?
This note shows the costs we've incurred in setting up funeral plans (fulfilment costs). We hold
these on the balance sheet as contract assets until the funerals have been performed and we're entitled to receive payment,
then we transfer them to the income statement in line with when the revenue is recognised.
2022
2021
£m
£m
Current
5
5
Non-current
40
43
Total
45
48
2022
2021
£m
£m
Opening contract assets
48
66
Fulfilment costs - incurred on new funeral plan sales
2
12
Fulfilment costs - transferred to contract liabilities in respect of membership discount*
-
(24)
Fulfilment costs - transferred to the income statement on funeral plan redemptions
(1)
(3)
Fulfilment costs - transferred to the income statement on funeral plan cancellations
(4)
(3)
Closing contract assets
45
48
*In the prior year we reassessed the treatment of discounts given to members on inception of a plan and reclassified them as a reduction against the
contract liability (Note 23) whereas previously they were held as contract assets in the table above.
No provision for expected credit losses has been recognised against contract assets in either the current or prior year.
Accounting policies
A contract asset is recognised when our right to consideration is conditional on something other than the passage of time. For funeral plans,
fulfilment costs (which are costs relating directly to the plan sale which otherwise wouldn't have been incurred) associated with delivering the funeral
are deferred and shown in the consolidated balance sheet as a contract asset until the funeral is performed (at which point the costs are recognised
in the income statement in line with when the revenue is recognised).
Co-op Annual Report & Accounts for 2022:
Financial Statements
181
Notes to the financial statements
continued
19
Assets and liabilities held for sale
What does this show?
This shows the value of any assets or liabilities that we hold for sale at the period end (these generally
relate to properties or businesses that we plan to sell soon). When this is the case, our balance sheet shows those assets and
liabilities separately as held for sale.
2022
2021
2022
2021
Assets and liabilities classified as held for sale
£m
£m
£m
£m
Assets held for sale
Liabilities held for sale
Goodwill and Intangible assets
-
3
-
-
Right-of-use assets (leases)
-
1
-
-
Lease liabilities
-
-
-
(2)
Property, plant and equipment
-
3
-
-
-
7
-
(2)
Accounting policies
Non-current assets (or disposal groups comprising assets and liabilities) that are expected to be recovered primarily through sale rather than through
continuing use are classified as held for sale. Immediately before classification as held for sale, the assets (or components of a disposal group) are
remeasured in accordance with the Group’s accounting policies. After that, generally the assets (or disposal group) are measured at the lower of their
carrying amount and fair value less cost to sell. Any impairment loss on a disposal group is first allocated to goodwill, and then to remaining assets and
liabilities on a pro rata basis, except that no loss is allocated to inventories, financial assets, deferred tax assets, employee benefit assets, investment
property and biological assets, which continue to be measured in accordance with the Group’s accounting policies. Impairment losses on initial classification
as held for sale and subsequent gains or losses on remeasurement are recognised in the income statement. Gains are not recognised in excess of any
cumulative impairment loss. See also accounting policy in Note 9 (Loss on discontinued operation, net of tax).
Co-op Annual Report & Accounts for 2022:
Financial Statements
182
Notes to the financial statements
continued
20
Cash and cash equivalents
What does this show?
The tables below show a breakdown of the cash and cash equivalent balances that the Group holds at
the balance sheet date and the accounting policies explains what is and what isn't classified as cash and cash equivalents.
2022
2021
Cash and cash equivalents
£m
£m
Cash in hand
63
59
Cash at banks
384
1
Cash and cash equivalents
447
60
Cash and cash equivalents (as above)
447
60
Bank overdrafts
-
(4)
Net cash and cash equivalents
447
56
The Group has a right of set-off as part of a pooling arrangement with its principal bank and the bank overdraft figure above reflects the net position
across those accounts.
The Cash at banks (prior year Bank overdrafts) figures include amounts receivable from customers or banks for debit or credit card payment
transactions made by customers of £39m (2021: £38m) in the two days before year-end which don't clear the bank (and show on our bank statement)
until the first working day of the new year.*
Cash at banks (2021: Bank overdrafts) includes £3m (2021: £6m) of non-distributable cash held on behalf of customers in the process of purchasing
funeral plans.
Accounting policies
Cash and cash equivalents in the consolidated balance sheet comprise cash in hand, cash in transit and cash at bank and short-term deposits with
banks with a maturity of three months or less, which are subject to an insignificant risk of changes in value. Cash and cash equivalents includes debit
and credit card payments made by customers which are receivable from banks and clear the bank within three days of the transaction date.
In the statement of consolidated cash flows, cash and cash equivalents includes bank overdrafts as they are repayable on demand and deemed to
form an integral part of the Group's cash management.
Amounts held in trustee-administered bank accounts of the Group of £27m (2021: £25m), which can only be utilised to meet liabilities in respect of
funeral plans, are classed as Funeral plan investments (see Note 14) and not Cash and cash equivalents.
* At its meeting on 15 September 2021, the IFRS Interpretations Committee (IFRS IC) reached a tentative agenda decision (TAD) on a submission
concerning Cash received via Electronic Transfer as Settlement for a Financial Asset (IFRS 9 Financial Instruments). The TAD looks at the timing of
when it is appropriate to recognise a financial asset (the cash) in relation to EFT transactions that are not received in the bank until a few days later
(although the TAD was not explicitly covering credit and debit card transactions). Subsequently, in June 2022 the IFRS IC voted to finalise the agenda
decision and not to recommend that the IASB undertake standard-setting in this area as they remain of the view that the principles and requirements in
IFRS 9 provide an adequate basis for an entity to determine when to derecognise a trade receivable and recognise cash received via an electronic
transfer system as settlement for that receivable.
However, the IFRS IC acknowledged and reported back some practical concerns with that approach to the IASB accompanying its technical analysis.
In light of this at its September 2022 meeting, the IASB decided to explore narrow-scope standard-setting instead of approving the agenda decision. As
the IASB have not yet concluded on this matter the Group continue to treat amounts received via credit or debit card as cash at the point the
transaction is enacted in store and the goods are sold to the customer (rather than initially recognising them as amounts due from customers).
Co-op Annual Report & Accounts for 2022:
Financial Statements
183
Notes to the financial statements
continued
Section C - what are our major liabilities?
This section of the accounts (notes 21 - 24) outlines the key liabilities that we have at the balance sheet date.
21
Interest-bearing loans and borrowings
What does this show?
This note provides information about the terms of our interest-bearing loans. This includes
information about their value, interest rate and repayment terms and timings. Details are also given about other
borrowings and funding arrangements such as corporate investor shares and leases. All items are split between those
that are due to be repaid within one year (current) and those which won't fall due until after more than one year (non-
current).
Non-current liabilities:
2022
2021
£m
£m
£105m 7.5% Eurobond Notes due 2026 (fair value)
95
123
£245m 7.5% Eurobond Notes due 2026 (amortised cost)
255
258
£300m 5.125% Sustainability Bond due 2024 (amortised cost)
299
299
£109m 11% Final repayment subordinated notes due 2025
109
109
£20m 11% Instalment repayment notes (final payment 2025)
5
7
Total (excluding lease liabilities)
763
796
Lease liabilities
1,306
1,124
1,887
2,102
Total Group interest-bearing loans and borrowings
Current liabilities:
2022
2021
£m
£m
£245m 7.5% Eurobond Notes due 2026 (amortised cost) - interest accrued
9
9
£300m 5.125% Sustainability Bond due 2024 (amortised cost) - interest accrued
2
2
£20m 11% Instalment repayment notes (final payment 2025)
2
2
£400m revolving credit facility (RCF)
-
163
Other borrowings
1
-
Corporate investor shares
3
4
Total (excluding lease liabilities)
17
180
Lease liabilities
182
210
Total Group interest-bearing loans and borrowings
199
390
See Note 29 for more information about the Group’s exposure to interest rate and foreign currency risk, and a breakdown of the Group's
borrowings by the three-level fair value hierarchy (which reflects different valuation techniques) as defined within IFRS 13 (Fair Value
Measurement).
Co-op Annual Report & Accounts for 2022:
Financial Statements
184
Notes to the financial statements
continued
21
Interest-bearing loans and borrowings -
continued
Reconciliation of movement in net debt
Net debt is a measure that shows the amount we owe to banks and other external financial institutions less the cash that we have and any short-
term deposits. Some of our Eurobond borrowings are held as financial liabilities at fair value through the income statement. The fair value
movement on these liabilities is shown under non-cash movements in the tables below.
For period ended 31 December 2022
Start of
Non cash movements
Cash flow
End of
period
New leases
Other
period
£m
£m
£m
£m
£m
Interest-bearing loans and borrowings:
- current
(180)
-
-
163
(17)
- non-current
(796)
-
31
2
(763)
Lease liabilities
- current
(210)
(17)
(161)
206
(182)
- non-current
(1,306)
(103)
285
-
(1,124)
Total Debt
(2,492)
(120)
155
371
(2,086)
Group cash:
- cash & overdrafts
56
-
-
391
447
Group Net Debt
(2,436)
(120)
155
762
(1,639)
For period ended 1 January 2022
Start of
Non cash movements
Cash flow
End of
period
New leases
Other
period
£m
£m
£m
£m
£m
Interest-bearing loans and borrowings:
- current
(16)
-
-
(164)
(180)
- non-current
(803)
-
5
2
(796)
Lease liabilities
- current
(191)
(34)
(198)
213
(210)
- non-current
(1,234)
(210)
138
-
(1,306)
Total Debt
(2,244)
(244)
(55)
51
(2,492)
Group cash:
- cash & overdrafts
269
-
-
(213)
56
Group Net Debt
(1,975)
(244)
(55)
(162)
(2,436)
Details of the Group's bank facilities are shown in Note 29.
Co-op Annual Report & Accounts for 2022:
Financial Statements
185
Notes to the financial statements
continued
21
Interest-bearing loans and borrowings -
continued
Terms and repayment schedule
The Group has two bonds in issue. A £300m Sustainability Bond issued in May 2019, and repayable in May 2024 and with an interest rate of 5.125%. The
bond proceeds were fully allocated against the cost of purchasing Fairtrade products for resale by the end of 2020. On the 1st March 2023 the Group
repurchased £100m of the bond (see Note 34 (Events after the reporting period)).
The other bond is a £350m Bond issued in May 2011, and repayable in May 2026; it has an interest rate of 7.5%. This bond has been paying an additional
1.25% coupon since 8 July 2013 following the downgrade of the Group's credit rating to sub-investment grade. On maturity this bond will be repaid at par.
The Group also has two subordinated debt instruments in issue: £109m 11% final repayments notes due December 2025 and £20m 11% instalment
repayment notes, with final repayment in December 2025. As at 31 December 2022 the £109m 11% final repayments notes had an outstanding value of
£109m. The £20m 11% instalment repayment notes had an outstanding value of £7m.
The Group has a £400m revolving credit facility (RCF) which matures in September 2024.
Further details of the Group's remaining banking facilities are given in Note 29.
Corporate investor shares
Corporate investor shares represent borrowings the Group has with other co-operative societies. The borrowings are split into Variable Corporate Investor
Shares (VCIS) and Fixed Corporate Investor Shares (FCIS). The VCIS are repayable on demand and the FCIS are fixed term borrowings.
Accounting policies
The Group measures its interest-bearing loans and borrowings in two main ways:
1) Fair value through the income statement. Debt is restated as its fair value each period with the fair value movement going through the income statement.
The hedged portion of the Eurobond quoted debt is accounted for in this way. This is because the Group has used interest rate swaps to hedge the impact of
movements in the interest rate and the movement in the fair value of the quoted debt is partially offset by the fair value movement in the interest rate swaps
(notes 6, 7 and 30). The unhedged portion of the Eurobond quoted debt is accounted for at amortised cost in accordance with IFRS 9. This approach applies
to those borrowings taken out prior to the adoption of IFRS 9 in 2018. Any subsequent borrowings are measured at amortised cost as noted below.
2) Amortised cost. Borrowings are recognised initially at fair value, which equates to issue proceeds net of transaction costs incurred. Borrowings are
subsequently stated at amortised cost. Any difference between proceeds net of transaction costs and the redemption value is recognised in the income
statement over the period of the borrowings using the effective interest rate method. The effective interest rate is calculated when borrowings are first taken
out and is the rate that exactly discounts the estimated future cash payments associated with the borrowings to the value when they are initially recognised.
For more general information on accounting policies on financial instruments, refer to Note 29.
Co-op Annual Report & Accounts for 2022:
Financial Statements
186
Notes to the financial statements
continued
22
Trade and other payables
What does this show?
This note shows how much we owe, and includes amounts we owe to suppliers for goods and
services we've bought, as well as taxes we owe and other sundry liabilities.
2022
2021
£m
£m
Current
1,403
1,472
Non-current
31
44
1,434
1,516
2022
2021
£m
£m
Trade payables
967
1,013
Value Added Tax, PAYE and social security
14
16
Accruals
300
317
Deferred income
53
66
Deferred consideration
-
6
Other payables
100
98
1,434
1,516
Further details on the maturity profile of trade and other payables can be found in Note 28.
Deferred income includes £39m (2021: £55m) in relation to the 13 year marketing and distribution arrangement entered into with Markerstudy
following the sale of our Insurance underwriting business (CISGIL). Accruals includes capital expenditure accruals of £25m (2021: £52m), payroll
accruals of £103m (2021: £110m) as well as standard cost accruals of £172m (2021: £155m).
Deferred consideration includes £nil (2021: £6m) in respect of the Nisa acquisition and is contingent on the level of trade that passes through Nisa.
Other payables also includes £32m (2021: £30m) of rewards earned through our membership offer that have either not been redeemed by members
or have not yet been paid out to local causes. During the year a £1m charge (2021: £1m charge) of member reward earned has been charged /
written back to the income statement in line with a prudent assessment of the likelihood that members won't redeem their rewards.
The Group operates a supplier financing arrangement with Prime Revenue, under which suppliers can obtain accelerated settlement on invoices from
the finance providers signed up to the programme. The Group settles these amounts in accordance with each supplier's agreed payment terms. The
Group’s trade creditors balance includes £40m (2021: £33m) relating to payments due to Co-op suppliers under these arrangements. During the year
ended 31 December 2022, the maximum facility was £110m (2021: £120m).
Accounting policies
Refer to Note 29 Financial instruments for the accounting policies relating to trade payables.
Co-op Annual Report & Accounts for 2022:
Financial Statements
187
Notes to the financial statements
continued
23
Contract liabilities
What does this show?
When a customer buys a funeral plan from us we invest the money they give us and we recognise
that we have an obligation to provide a funeral in the future. We include a liability on our balance sheet for this and we
recognise an effective interest charge on the monies received from a customer in each year until the plan is redeemed at
which point the revenue is recognised as the total of the monies received from the customer and the interest charged. This
note shows these liabilities and how they have changed during the period. Further detail on our accounting policy for funeral
plans is given in Note 29.
2022
2021
£m
£m
Contract liabilities - Funeral plans
1,723
1,778
Current
183
164
Non-current
1,540
1,614
1,723
1,778
Contract liabilities - Funeral plans comprise £1,392m (2021: £1,366m) relating to fully paid plans, £200m (2021: £253m) on instalment plans and
£131m (2021: £159m) of deferred income. Included in the balances above are Low Cost Instalment Funeral Plans (LCIP) of £328m (2021: £348m).
This relates to 62,948 live plans (2021: 65,754 live plans). Refer to Note 29 for further details of the accounting policies for funeral plans, contract
liabilities and LCIPs.
2022
2021**
Contract Liabilities:
£m
£m
Opening contract liabilities
1,778
1,737
Adjustment to historic funeral plan liabilities*
(23)
-
New plan additions
72
221
Interest accruing on funeral plan liabilities
54
61
Transfered from contract assets in respect of
membership discount (see Note 18)
-
(24)
Plans cancelled or redeemed outside of the Group
(48)
(105)
Recognised as revenue in the period
(110)
(112)
Closing contract liabilities
1,723
1,778
*A historic adjustment of £23m has been taken directly to retained earnings to more accurately reflect the contract liability balance recognised on
initial transition to IFRS 15 (see also the Consolidated Statement of Changes in Equity). The adjustment is not material for restatement in the context
of the overall contract liability balance.
**The line-item categorisation has been represented in the comparative period to better reflect the movements in the prior year. There is no change to
the overall liability value.
Co-op Annual Report & Accounts for 2022:
Financial Statements
188
Notes to the financial statements
continued
24
Provisions
What does this show?
We recognise a provision when a liability has been incurred but there is some uncertainty about when the
liability will be settled or how much it may cost us. This note provides an analysis of our provisions by type, and shows how the
value of each provision has changed during the period.
2022
2021
£m
£m
Non-current
59
74
Current
34
52
93
126
Uninsured
Property
Restructuring &
Regulatory /
Total
2022
claims
provisions
integration
other
£m
£m
£m
£m
£m
At beginning of the period
37
72
3
14
126
Credit / release to income statement
(1)
(37)
(3)
(1)
(42)
Charge to income statement
19
8
-
3
30
Payments
(17)
(2)
-
(2)
(21)
At end of the period
38
41
-
14
93
Uninsured
Property
Restructuring &
Regulatory /
Total
2021
claims
provisions
integration
other
£m
£m
£m
£m
£m
At beginning of the period
40
67
7
17
131
Credit to income statement
(6)
(12)
(2)
(4)
(24)
Charge to income statement
24
27
19
3
73
Payments
(21)
(9)
(21)
(2)
(53)
Transfer to payables
-
(1)
-
-
(1)
At end of the period
37
72
3
14
126
Critical accounting estimates and judgements
Uninsured claims
This provision relates to potential liabilities arising from past events which are not covered by insurance. It includes a wide variety of known claims and
potential claims from accidents in our depots and stores. The provision includes an assessment, based on historical experience, of claims incurred but not
reported at the period end. The claims are expected to be settled substantially over the next three years.
Property provisions
Property provisions are held for onerous contractual obligations for leasehold properties that are vacant or not planned to be used for ongoing operations. The
provisions represent the least net cost of exiting from the contracts. Provisions include an assessment of dilapidation and return of lease obligations, and
other service costs that are explicitly excluded from the measurement of lease liabilities in accordance with IFRS 16. The Group considers that where it has
entitlement to possession of a property, even if vacant, it retains a statutory obligation to pay the related business rates that have been determined to be
levies as defined in IFRIC 21. Accordingly, the estimate of the least net costs of exiting from the contracts excludes future business rates which instead under
IFRIC 21 are recognised when the event that triggers the payment of the levy arises (as a periodic cost). Property provisions are expected to be utilised over
the remaining periods of the leases which range from 1 to 97 years. In each of the current and comparative years, sensitivity analysis has been performed in
relation to the provision, testing for a 2% increase in inflation related to costs expeted to be incurred; this sensitivity does not lead to a material additional
provision being calculated. The sensitivity analysis performed considers reasonably possible changes in the inflation assumption.
Restructuring and integration
The remaining provisions are expected to be utilised within one year.
Regulatory / other
This provision relates to costs from a number of past events that are expected to be incurred within the next one to three years. Typically, these cover
potential legal or regulatory claims.
Accounting policies
A provision is recognised in the balance sheet when the Group has a legal or constructive obligation as a result of a past event, and it is probable that an
outflow of economic benefits will be required to settle the obligation. If the effect is material, provisions are determined by discounting the expected future
cash flows at a discount rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability.
Co-op Annual Report & Accounts for 2022:
Financial Statements
189
Notes to the financial statements
continued
Section D - other notes to the accounts
This section (notes 25 - 34) contains additional notes to the accounts.
25
Members' share capital and reserves
What does this show?
This note shows the amounts our members have paid to become owners of the business and provides
information on their rights as shareholders. It also shows our reserves which, together with our share capital, form the total
capital resources of the business.
2022
2021
£m
£m
Individual shares of £1 each
66
65
Corporate shares of £5 each
9
9
Share capital
75
74
Other reserves
6
6
Retained earnings
2,637
2,859
Total Retained earnings and Other reserves
2,643
2,865
Total Capital resources
2,718
2,939
Members’ share capital (Issued and paid-up value)
Members’ share capital is made up of corporate and individual shares. The rights attached to shares are set out in the Society’s rules. Shares held by
Independent Society Members (corporate shares) are not withdrawable and are transferable only between Independent Society Members with the
consent of the Society’s Board. Shares held by individual members (individual shares) are withdrawable on such period of notice as the Society’s Board
may from time to time specify. IFRIC 2 (Members' Shares in Co-operative Entities and Similar Instruments) determines the features that allow shares to
be classified as equity capital. As the Board has an unconditional right to refuse redemption of both classes of shares, both corporate and individual
shares are treated as equity shares.
Both classes of share maintain a fixed nominal value with corporate shares attracting a limited rate of interest. Under the Society's current rules, voting
for Independent Society Members is in proportion to trade with the Society, with Independent Society Members totalling 21.9% (2021: 21.9%) of the vote
at the Annual General Meeting. Each individual member has one vote with individual members totalling 78.1% (2021: 78.1%) of the vote at the Annual
General Meeting.
For individual shares, new members are required to contribute a minimum of £1 when they join the Society. Each member has 1 individual share
although contributions of up to £100,000 per member are allowed. No interest is earned on member capital. Members can withdraw money from their
share account upon request (to a minimum of £1) or they can withdraw their £1 when they leave the Society. Share capital increased by £0.5m in the
period being the net of new member contributions of £0.6m and withdrawals of £0.1m. There are 17.5m individual member records on the share register.
Co-op Annual Report & Accounts for 2022:
Financial Statements
190
Notes to the financial statements
continued
25
Members' share capital and reserves -
continued
Revaluation
Total
Other reserves (2022)
Reserve
£m
£m
Balance at 1 January 2022
6
6
Balance at 31 December 2022
6
6
Revaluation
Total
Other Reserves (2021)
Reserve
£m
£m
Balance at 2 January 2021
1
1
Gain on revaluation of right-of-use assets prior to transfer to investment property*
5
5
Balance at 1 January 2022
6
6
Revaluation reserve - property, plant and equipment
This reserve relates to the surplus created following the revaluation of certain assets in previous periods. Any surplus relating to a revalued asset
is transferred to retained earnings at the point the asset is disposed of.
* During the prior year, we reviewed how we identify Investment properties and reclassified £28m from Right-of-use assets (Note 12) to Investment
properties (see Note 26). Prior to the transfer from right-of-use-assets a £5m uplift to fair value was recorded through other comprehensive income.
Investments held at fair value through other comprehensive income (FVOCI)
We sold our Insurance underwriting business (CISGIL) on 3 December 2020. Prior to disposal CISGIL held certain debt securities as investments
at fair value through other comprehensive income. Subsequent valuation was at fair value with differences between fair value and carrying value
recognised in other comprehensive income as they arise. The balance of this reserve has been disposed of as part of the sale of CISGIL and the
Group no longer holds any investments at FVOCI.
Distribution of reserves in the event of a winding-up
The Society’s rules state that any surplus in the event of a winding-up shall be transferred to one or more societies registered under the Co-
operative and Communities Benefit Act 2014. Such societies must be a member of Co-operatives UK Limited and have the same or similar rule
provisions in relation to surplus distribution on a dissolution or winding-up as we have. If not transferred to another society in this way, the surplus
shall be paid or transferred to Co-operatives UK Limited to be used and applied in accordance with co-operative principles.
Capital management
The Group defines capital as its share capital and reserves. The Group's policy is to maintain a strong base and to be more prudent than industry
'normal' levels as it is not able to raise equity externally. The Group still recognises the need to maintain a balance between the potential higher
returns that might be achieved with greater borrowing levels and the advantages and security coming from a sound capital position.
The Group manages capital to make sure we have the right balance between investing in the future growth of the Group and making member and
community payments. Following the launch of the membership offer in 2016, the Group has made payments to members and communities of
£38m in 2022 (2021: £40m). See Note 33 for more details. It has also invested in future growth through cash capital expenditure additions of
£147m (2021: £325m) and still kept within its net debt limits. Total member funds decreased during the period by £221m (2021: increased £270m).
Co-op Annual Report & Accounts for 2022:
Financial Statements
191
Notes to the financial statements
continued
26
Investment properties
What does this show?
We own properties that we don't occupy or trade from and which we rent out to generate
income or hold for capital growth. These properties are revalued at each period end and this note shows how that
valuation has changed during the year as well as showing other changes in our investment property holdings.
2022
2021
£m
£m
Valuation at beginning of period
55
17
Disposals
-
(9)
Reclassification from Property, plant and equipment (Note 11)
-
5
Reclassification from Right-of-use assets (Note 12)
-
28
Revaluation (loss) / gain recognised in the Consolidated income statement
(15)
9
Revaluation gain recognised in the Consolidated statement of comprehensive income
-
5
Valuation at end of period
40
55
Accounting policies
Properties held for long-term rental yields that are not occupied by the Group or properties held for capital growth are classified as investment
property. Investment properties are freehold land and buildings and right-of-use assets. These are carried at fair value which is determined by
either independent valuers or internally each year on a three-year cyclical basis in accordance with the RICS Appraisal and Valuation Manual.
Fair value is based on current prices in an active market for similar properties in the same location and condition. Any gain or loss arising from
a change in fair value is recognised in the income statement.
If we start to occupy or trade from one of our investment properties, it is reclassified as property, plant and equipment, and its fair value at the
date of reclassification becomes its cost for subsequent accounting purposes. Other disclosures required by IAS 40 (Investment Properties) are
not considered to be material.
Co-op Annual Report & Accounts for 2022:
Financial Statements
192
Notes to the financial statements
continued
27
Pensions
What does this show?
This note provides information about our pension schemes. It explains the types of pension scheme
we have, the assets and liabilities they hold, the assumptions used in valuing the pension schemes and the key risks faced in
connection with the schemes.
2022
2021
£m
£m
Pension schemes in surplus
1,584
2,262
Pension schemes in deficit
(3)
(4)
Closing net retirement benefit surplus
1,581
2,258
Defined benefit (DB) plans
The Group operates three funded DB pension schemes all of which are closed to future accrual. This means that colleagues can no longer join or earn
future benefits from these schemes. The assets of these schemes are held in separate trustee-administered funds to meet future benefit payments.
The Group's largest pension scheme is the Co-operative Group Pension Scheme (‘Pace’) which accounts for approximately 85% of the Group's
pension assets. The DB section of Pace ('Pace Complete') closed to future service accrual on 28 October 2015. Further information about Pace is set
out below.
Defined contribution (DC) plans
Since the closure of the DB schemes, the Group provides all colleagues with DC pension benefits through the DC section of Pace. Colleagues are
able to select the level of contributions that they wish to pay. The contribution paid by the Group varies between 1% and 10% of pensionable salary
depending on the contribution tier that the scheme member has selected.
Contributions are based on the scheme member’s basic pay plus any earnings in respect of overtime, commission and shift allowance.
The Pace DC section provides benefits based on the value of the individual colleague’s fund built up through contributions and investment returns.
The Group has no legal or constructive obligation to pay contributions beyond those set out above. There is therefore no balance sheet items for DC
pension benefits except for any accrued contributions.
Balance sheet position for DB plans
The table below summarises the net surplus in the balance sheet by scheme. The main feature over the year has been a material rise in interest rates
and this comes through in a reduced balance sheet surplus as both assets and liabilities have fallen (albeit a slight improvement in funding levels in
percentage terms).
All of the schemes use segregated liability driven investment (LDI) mandates which hold government and corporate bonds, along with derivatives.
These investments increase (decrease) in value when yields on government bonds fall (rise), and are designed to have similar interest rate and
inflation sensitivities to the schemes’ liabilities so that the funding position is protected against movements in interest rate and inflation expectations.
The schemes’ liabilities are in aggregate broadly fully hedged against from movements in yields on government bonds.
Against a backdrop of market
uncertainty, investment returns and asset values fell significantly in 2022, in particular as government bond yields rose. However, scheme liabilities
also reduced markedly following a significant increase in the discount rate, which is used to calculate the present value of the scheme obligations, as
AA corporate bond yields rose significantly over the year. The IAS19 surplus on our largest pensions scheme, PACE, decreased by £0.6bn with asset
values falling by £3.5bn whilst liabilities decreased by £2.9bn. Despite the surplus reducing, the funding level across all our schemes has increased,
from 125% to 129%, as the percentage fall in assets was marginally lower than that of the liabilities.
Net
Net
2022
2021
£m
£m
Schemes in surplus
The Co-operative Group Pension Scheme (Pace)
1,524
2,087
Somerfield Pension Scheme
32
108
United Norwest Co-operatives Employees' Pension Fund
28
67
Total schemes in surplus
1,584
2,262
Schemes in deficit
Other unfunded obligations
(3)
(4)
Total schemes in deficit
(3)
(4)
Total schemes
1,581
2,258
Recognition of accounting surplus
Any net pension asset disclosed represents the maximum economic benefit available to the Group in respect of its pension obligations. The Group has
carried out a review of the provisions for the recovery of surplus in its pension schemes. This review concluded that the Group can recoup the benefits
of the surplus via a right to refunds and this is reflected in the balance sheet position.
Co-op Annual Report & Accounts for 2022:
Financial Statements
193
Notes to the financial statements
continued
27
Pensions
continued
Pace - nature of scheme
As Pace represents around 85% of the Group's pension assets, further information has been included on Pace below. As all of the DB schemes will
be exposed to similar risks to Pace, we have not provided additional commentary on each scheme. Benefits accrued in Pace between 6 April 2006
and 28 October 2015 are calculated based on an individual’s average career salary. Benefits accrued prior to 6 April 2006 are linked to final salary
until scheme members end their pensionable service.
Pace - funding position
A valuation of the Group section of Pace DB was carried out as at 5 April 2019, in accordance with the scheme specific funding requirements of the
Pensions Act 2004. The results of the valuation showed that the Group section of Pace DB had a surplus of £907m. On completion of the actuarial
valuation in July 2020 the Group and the Trustee agreed that no contributions would be required. The 5 April 2022 valuation is currently being
carried out, to be finalised in mid 2023.
Pace - multi-employer provisions following sectionalisation
Pace is a mutli-employer scheme but following sectionalisation of the scheme in 2018, the Group accounts only for the Co-op section of Pace.
CFSMS, a subsidiary of the Group, participates in the Group's section with a material share of accrued DB obligations. There are other participating
employers in the Group section which include Group subsidiaries, non-associated and associated entities, but these do not have a material share.
Non-associated entities account for pension contributions in respect of the scheme on a DC basis.
As a multi-employer pension scheme, Pace exposes the participating employers to the risk of funding the pension obligations associated with the
current and former colleagues of other participating employers. The sectionalisation of Pace largely removes The Co-operative Bank’s (the 'Bank's')
‘last man standing’ obligation to the rest of the Pace scheme but an obligation on the Group to support the pension liabilities of the Bank section
could arise in limited circumstances if the Bank were to not meet its own section's pension liabilities. The Bank element of Pace is fully funded on
both an IAS 19 accounting and a statutory funding basis. At 31 December 2022, the Bank reported an overall defined benefit pension scheme
surplus of £154m (2021: £833m). This included £17m (2021: £601m) in relation to the Pace scheme consisting of assets of £930m (2021: £2,129m)
and liabilities of £913m (2021: £1,528m).
Legislative framework for DB schemes - pension scheme governance
As required by UK legislation, the Group's three DB schemes are run by Trustee boards which operate independently from the Group. The Trustees
are responsible for the development and implementation of appropriate policies for the investment of the scheme assets and for negotiating scheme
funding with the Group. The Trustees consult with the Group in developing investment strategy and delegates the responsibility for implementing
and monitoring the strategy to Investment Committees.
Each Trustee board has at least one professional Trustee and there is also a requirement for the boards to have some member representation. The
Pace Trustee Board is made up of three professional independent Trustee Directors appointed by the Group and a further professional Independent
Trustee Director appointed by the Bank. Other Trustee Boards are made up of professional independent Trustee Directors, Group appointed
Trustee Directors and Member Nominated Directors elected by scheme members. The Chair is appointed by the Trustee Directors.
Legislative framework for DB schemes - scheme funding regime
Under the scheme specific funding regime established by the Pensions Act 2004, trustees of DB pension schemes have to undertake a full actuarial
valuation at least every three years. The purpose of the valuation is to determine if the scheme has sufficient assets to pay the benefits when these
fall due. The valuation targets full funding (scheme assets equal to the value of pension liabilities) against a basis that prudently reflects the
scheme’s risk exposure.
The basis on which DB pension liabilities are valued for funding purposes differs to the basis required under IAS19. The
Group may therefore be required to pay contributions to eliminate a funding shortfall even when a surplus is reported in the IAS19 disclosure.
Any shortfall in the assets directly held by the Group’s DB schemes, relative to their funding target, is financed over a period that ensures the
contributions are reasonably affordable to the Group.
Deficit contributions over the 2022 financial year totalled £17m (2021: £27m). Deficit contributions to Pace and Somerfield have now ceased but
contributions are still required to the United scheme. All schemes target a more prudent level of funding than the target stipulated under IAS19
which is included in these financial statements. Therefore the funding levels are not comparable and it is possible to have a surplus under IAS19
and yet still be required to pay deficit contributions. We also cannot use a surplus in one scheme to offset the requirement to pay cash contributions
to fund a deficit in another scheme. In 2023, deficit contributions will continue at a rate of £16.9m (2021: £16.9m) until the point at which the United
scheme becomes fully funded.
Co-op Annual Report & Accounts for 2022:
Financial Statements
194
Notes to the financial statements
continued
27
Pensions
continued
Legislative framework for DB schemes - scheme funding regime
continued
The average duration of the liabilities is approximately 21 years. The benefits expected to be paid from the schemes take the form of a cash lump sum paid at
retirement followed by a stream of pension payments.
The effective date of the last full valuations of the schemes are shown below:
The Co-operative Pension Scheme (‘Pace’)
5 April 2019
Somerfield Pension Scheme (‘Somerfield Scheme’)
31 March 2019
United Norwest Co-operatives Employees’ Pension Fund (‘United Fund’)
31 January 2020
Risks associated with DB pension schemes
The liability associated with the pension schemes is material to the Group, as is the cash funding required. The Group and Trustees work together to address
the associated pension risk - in particular, steps have been taken to significantly reduce the investment risk in the schemes.
The key risks in relation to the DB schemes are set out below, alongside a summary of the steps taken to mitigate the risk:
Risk description
Mitigation
Risk of changes in contribution requirements
- When
The closure of the DB schemes has reduced the exposure of the Group to changes in future
setting the contributions that are paid to a scheme, the
contributions, as has the merger of Yorkshire and Plymouth into Pace. In addition, the Group
Group and Trustee are required to consider the funding level
and Trustee have taken steps to reduce the volatility of the funding level (as set out below). The
at a specified valuation date. The funding level at future
Group monitors the funding level of the schemes in order to understand the likely outcome of
valuation dates is uncertain and this leads to uncertainty in
valuations and the Trustee is required to obtain agreement from the Group to funding
future cash requirements for the Group.
assumptions and deficit recovery contributions.
Interest rate risk -
Pension liabilities are measured with
All of the schemes invest in liability-driven investment (LDI) products which increase (decrease)
reference to yields on bonds, with lower yields increasing the
in value when yields on government bonds fall (rise), providing protection against interest rate
liabilities.
The schemes are therefore exposed to the risk of
risk. Across all schemes, approximately 95% of the liability is currently protected from
falls in interest rates.
movements in yields on government bonds. LDI involves investing in assets which are expected
to generate cashflows that broadly mirror expected benefit payments from the scheme.
Risk associated with volatility in asset value
- The market This risk has been mitigated by reducing the exposure of the pension schemes to those asset
value of the assets held by the pension schemes, particularly classes which have the most volatile market values. In particular, the schemes have limited
the assets held in return-seeking assets such as equity, can
allocation to return-seeking assets such as equity. Analysis undertaken by the Pace Trustee
be volatile (and, for example, may be affected by
shows that the low risk investment strategy of Pace DB means the exposure of the scheme’s
environmental, social or corporate governance (“ESG”)
assets to climate risk is limited. In addition, the Trustees of the Co-op’s pension schemes have
failures at investee companies and/or sovereign states -
responsible investment policies in place, and aligned with those policies exclude specific
including the physical and transition risks of climate change). investments (where appropriate and viable). Management of ESG risks is considered when
This creates a risk of short-term fluctuations in funding level.
appointing investment managers and in their ongoing monitoring, and the schemes’ equity
assets are explicitly managed with a consideration of such risks, including climate change.
Inflation risk
- Many of the benefits paid by the schemes are All of the schemes invest in liability driven investment products which increase (decrease) in
linked to inflation.
Therefore, the pension liabilities reflect
value when expectations of future inflation rates increase (fall), thus providing protection against
expectations of future inflation with higher inflation leading to
inflation risk. Across all schemes, approximately 95% of the liability is currently protected from
higher liabilities.
movements in inflation.
Risk associated with changes in life expectancy -
All of the schemes' funding targets incorporate a margin for prudence to reflect uncertainty in
Pensions paid by the schemes are guaranteed for life, and
future life expectancy. During 2020, the Group reduced its exposure to longevity risk in the Pace
therefore if members are expected to live longer, the
Scheme via three separate pensioner insurance buy-in contracts.
liabilities increase.
Co-op Annual Report & Accounts for 2022:
Financial Statements
195
Notes to the financial statements
continued
27
Pensions
continued
Critical accounting estimates
For IAS 19 disclosure purposes, DB obligations are determined following actuarial advice and are calculated using the projected unit method.
The assumptions used are the best estimates chosen from a range of possible actuarial assumptions which may not necessarily be borne
out in practice.
Financial assumptions
2022
2021
Discount rate
4.76%
1.90%
RPI Inflation rate
3.50%
3.48%
Pension increases in payment (RPI capped at 5% p.a.)
3.25%
3.37%
Future salary increases
3.75%
3.73%
The discount rate has been derived by reference to market yields on sterling-denominated high quality corporate bonds of appropriate
duration consistent with the schemes at that date.
Demographic assumptions
The Group has used best estimate base mortality tables which reflect the membership of each scheme. Allowance has been made for future
improvements in line with the Continuous Mortality Investigation (CMI) 2021 projections and a long-term future improvement rate of 1.25%
p.a. (2021: CMI 1.25% p.a.). The actuaries have made an adjustment to the scaling factors, increasing them by 2%, to reflect recent COVID
experience.
For illustration, the average life expectancy (in years) for mortality tables used to determine scheme liabilities for Pace is as follows. These
are broadly similar to the life expectancies used for other schemes.
Life expectancy from age 65
2022
2021
Male currently aged 65 years
21.1
21.0
Female currently aged 65 years
23.1
23.4
Male currently aged 45 years
22.2
22.0
Female currently aged 45 years
24.2
24.7
Sensitivities
The measurement of the Group’s DB liability is particularly sensitive to changes in certain key assumptions, which are described below. The
methods used to carry out the sensitivity analysis presented below for the material assumptions are the same as those the Group has used
previously. The calculations alter the relevant assumption by the amount specified, whilst assuming that all other variables remained the
same. This approach is not necessarily realistic, since some assumptions are related: for example, if the scenario is to show the effect if
inflation is higher than expected, it might be reasonable to expect that nominal yields on corporate bonds will also increase. However, it
enables the reader to isolate one effect from another. It should also be noted that because of the interest rate and inflation hedges, changes
in the liability arising from a change in the discount rate or price inflation would be expected to be largely mitigated by a change in assets. It’s
impossible to predict future discount rates or inflation with any real certainty and so the sensitivities shown are for illustration purposes only
and in reality more significant movements could be experienced.
2022
2021
Sensitivities
£m
£m
Change in liability from a 0.5% decrease in discount rate
474
960
Change in liability from a 0.5% increase in RPI inflation
329
652
Change in liability from a 0.25% increase in long-term rate of longevity improvements
44
122
The sensitivities performed and shown in the table above for the discount rate and RPI assumptions have been changed in the current year
to more realistically reflect the scale of fluctuations that are currently being experienced. The comparative figures have also been re-
calculated on a similar basis for comparability. Previously the sensitivities shown reflected the potential changes to the liability from a 0.1%
increase in discount rate and a 0.1% decrease in RPI inflation.
Changes in the present value of the defined benefit obligation (DBO)
2022
2021
£m
£m
Opening defined benefit obligation
9,194
9,854
Interest expense on DBO
171
157
Remeasurements:
a. Effect of changes in demographic assumptions
(51)
(42)
b. Effect of changes in financial assumptions
(3,870)
(316)
c. Effect of experience adjustments
450
(57)
Settlements (trivial commutation exercises)
-
(2)
Benefit payments from plan
(351)
(400)
Closing defined benefit obligation
5,543
9,194
Co-op Annual Report & Accounts for 2022:
Financial Statements
196
Notes to the financial statements
continued
27
Pensions
continued
Changes in the fair value of the plan assets
2022
2021
£m
£m
Opening fair value of plan assets
11,452
11,708
Interest income
214
187
Return on plan assets (excluding interest income)
(4,203)
(65)
Administrative expenses paid from plan assets
(6)
(5)
Employer contributions
18
27
Benefit payments from plan
(351)
(400)
Closing fair value of plan assets
7,124
11,452
The fair value of the plan assets at the period end were as follows.
The assets have been split to show those which have a quoted market price in an
active market and those which are unquoted.
2022
2022
2022
2021
2021
2021
Quoted
Unquoted
Total
Quoted
Unquoted
Total
£m
£m
£m
£m
£m
£m
Equity instruments
35
-
35
197
-
197
Liability driven investments
2,418
-
2,418
4,304
-
4,304
Investment grade credit
1,735
-
1,735
2,978
-
2,978
Illiquid / other credit
-
944
944
-
1,300
1,300
Alternative investments*
-
360
360
-
351
351
Cash and cash equivalents
53
3
56
63
28
91
Insurance buy-in contracts
-
1,576
1,576
-
2,231
2,231
Fair value of plan assets
4,241
2,883
7,124
7,542
3,910
11,452
*Alternative investments consist of private equity, private debt and inflation-linked property.
Amounts recognised in the balance sheet
2022
2021
£m
£m
Present value of funded obligations
(5,540)
(9,190)
Present value of unfunded liabilities
(3)
(4)
Fair value of plan assets
7,124
11,452
Net retirement benefit asset
1,581
2,258
Amounts recognised in the income statement and other comprehensive income
2022
2021
£m
£m
Interest expense on defined benefit obligations
(171)
(157)
Interest income on plan assets
214
187
Administrative expenses and taxes
(6)
(5)
Settlements (trivial commutation exercises)
-
(2)
Total recognised in the income statement
37
23
Remeasurement losses on employee pension schemes
(732)
350
Total recognised in other comprehensive income
(732)
350
Total
(695)
373
Co-op Annual Report & Accounts for 2022:
Financial Statements
197
Notes to the financial statements
continued
27
Pensions
continued
Accounting policies
The Group operates various defined contribution and defined benefit pension schemes for its colleagues as stated above. A defined contribution
scheme is a pension plan under which the Group pays pre-specified contributions into a separate entity and has no legal or constructive obligation to
pay any further contributions. A defined benefit scheme is a pension plan that defines an amount of pension benefit that a colleague will receive on
retirement. In respect of the defined benefit pension scheme, the pension scheme surplus or deficit recognised in the balance sheet represents the
difference between the fair value of the plan assets and the present value of the defined benefit obligation at the balance sheet date. The calculation of
the defined benefit obligations is performed annually by qualified actuaries (and half-yearly for Pace) using the projected unit credit method. Plan
assets are recorded at fair value. When the calculation results in a potential asset for the Group, the recognised asset reflects the present value of the
economic benefits that will arise from the surplus in the form of any future refunds from the plan or reductions in future contributions to the plan.
Obligations for contributions to defined contribution plans are expensed as the related service is provided. Prepaid contributions are recognised as an
asset to the extent that a cash refund or a reduction in future payments is available.
Remeasurements of the surplus / liability of each scheme (which comprise actuarial gains and losses and asset returns excluding interest income) are
included within other comprehensive income. Net interest expense and other items of expense relating to the defined benefit plans are recognised in
the income statement. Administrative costs of the plans are recognised in operating profit. Net interest expense is determined by applying the discount
rate used to measure the defined benefit obligation at the beginning of the year to the net defined asset / liability at that point in time taking into account
contributions within the period.
Co-op Annual Report & Accounts for 2022:
Financial Statements
198
Notes to the financial statements
continued
28
Financial risk management
What does this show?
This note explains the main financial risks we face and how we manage them. These include: credit risk,
interest rate risk, foreign currency risk and liquidity risk.
Financial risk management
The main financial risks facing the Group are set out below. Overall Group risks and the strategy used to manage these risks are discussed in the Principal
Risks and Uncertainties section on pages 61 - 65.
Credit risk
Credit risk arises from the possibility of customers and counterparties failing to meet their obligations. Management has a credit policy in place and the
exposure to credit risk is monitored on an ongoing basis. Credit evaluations are performed for all customers requiring credit over a certain amount. The Group
does not require security in respect of financial assets. The majority of businesses in the Group have cash-based rather than credit-based sales and so
customer credit risk is relatively small.
The Group will ensure that it earns an appropriate return on its invested cash, whilst ensuring that there is minimal risk over the security of that cash.
Investments are only allowed with the Group's syndicate banks or counterparties that have a credit rating of Investment Grade. Transactions involving
derivative financial instruments are with counterparties with whom the Group has signed an ISDA agreement (a standard contract used to govern all over-the-
counter derivatives transactions). Management has no current reason to expect that any counterparty Group has invested with will fail to meet its obligations.
Funeral Plan funds are invested in whole-of-life insurance policies which pay out a lump sum when the insured person dies. Any provider of these policies to
the Group must be authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority.
There are also some funds relating to plans taken out prior to 2002 that are held in interest-bearing trustee-administered bank accounts which can only be
utilised to meet liabilities in respect of funeral plans.
At the balance sheet date there were no significant concentrations of credit risk. Information regarding the age profile of trade receivables is shown in Note 17.
The carrying value of all balances that attract a credit risk, which represents the maximum exposure, is set out below:
Carrying
Carrying
amount
amount
2022
2021
£m
£m
Trade and other receivables (excluding prepayments and accrued income)
648
612
Interest rate swaps
(13)
(2)
Foreign exchange contracts and commodity swaps (net)
5
1
Funeral plan investments
1,369
1,372
Finance lease receivables
43
42
Cash
447
60
Interest rate risk and hedging
Interest rate risk arises from movements in interest rates that impact the fair value of assets and liabilities and related finance flows. The Group adopts a
policy of ensuring that 50-90% of its exposure to changes in interest rates on borrowings is on a fixed rate basis. The fixed proportion as at 31 December 2022
was 86% (at 1 January 2022: 69%). Interest rate swaps, denominated exclusively in Sterling, have been entered into to achieve an appropriate mix of fixed
and floating rate exposure within the Group’s policy. At 31 December 2022, the Group had interest rate swaps with a notional contract amount of £105m (at 1
January 2022: £105m).
The Group does not designate interest rate swaps, forward foreign exchange contracts, and commodity swaps as hedging instruments. Derivative financial
instruments that are not hedging instruments are classified as held for trading by default and so fall into the category of financial assets at fair value through
the income statement. Derivatives are subsequently stated at fair value, with any gains and losses being recognised in the income statement. See Note 29.
The net fair value of swaps at 31 December 2022 was a net liability of £13m (2021: net liability of £2m) comprising assets of £nil (2021: £nil) and liabilities of
£13m (2021: £2m). These amounts are recognised as fair value derivatives on the face of the Consolidated balance sheet.
Co-op Annual Report & Accounts for 2022:
Financial Statements
199
Notes to the financial statements
continued
28
Financial risk management
continued
Foreign currency risk
The Group is exposed to foreign currency risk on purchases that are denominated in a currency other than sterling. The key currencies giving rise to this risk are
Euros and US Dollars.
The Group manages the impact of market fluctuations on its currency exposures and future cash flows by undertaking rolling foreign exchange hedges. These are
executed on a monthly basis in a layered approach based on forecast requirements.
At 31 December 2022, the Group had forward currency transactions in Euros and US Dollars with a notional contract amount of £88m (2021: £100m).
Liquidity risk
This is the risk that the Group will not have sufficient facilities to fund its future borrowing requirements and will require funding at short notice to meet its
obligations as they fall due. The Group’s funding maturity profile is managed to ensure appropriate flexibility through a mix of short, medium and long term funding
together with diversified sources of finance to meet the Group’s needs.
As at 31 December 2022, the Group had available borrowing facilities totalling £1,166m (2021: £1,168m), which was made up of uncommitted facilities of £nil
(2021: £nil) and committed facilities of £1,166m (2021: £1,168m). These are detailed below:
2022
2021
Bank facilities as at 31 December 2022
Expiry
£m
Expiry
£m
Revolving Credit Facility
Sept 2024
400
Sept 2024
400
£300m 5.125% Sustainability Bond due 2024 (amortised cost)
May 2024
300
May 2024
300
£109m 11% Final repayment subordinated notes due 2025
December 2025
109
December 2025
109
£20m Instalment repayment notes (final payment 2025)
December 2025
7
December 2025
9
£350m 7.5% Eurobond notes due 2026
July 2026
350
July 2026
350
1,166
1,168
Co-op Annual Report & Accounts for 2022:
Financial Statements
200
Notes to the financial statements
continued
28
Financial risk management
continued
The following are the maturities of financial liabilities as at 31 December 2022:
Carrying
Contractual 6 months or
6 - 12
More than 5
amount
cash flows
less
months
1 - 2 years
2 - 5 years
years
£m
£m
£m
£m
£m
£m
£m
Non-derivative financial liabilities
£105m 7.5% Eurobond 2026 (fair value)
(95)
(105)
-
-
-
(105)
-
£245m 7.5% Eurobond 2026 (amortised cost)
(255)
(254)
-
(9)
-
(245)
-
£300m Sustainability Bond 2024 (amortised cost)
(301)
(302)
(2)
-
(300)
-
-
£109m 11% Final repayment subordinated notes 2025*
(109)
(109)
-
-
-
(109)
-
£20m Instalment repayment notes (final payment 2025)
(7)
(7)
-
(2)
(2)
(3)
-
Lease liabilities
(1,306)
(1,763)
(97)
(97)
(183)
(475)
(911)
Trade and other payables
(1,434)
(1,434)
(1,338)
(47)
(16)
(19)
(14)
* Interest on the £109m (11% Final repayment subordinated notes 2025) is settled annually in December such that any interest accrual as at 31 December is not
material for disclosure in the contractual cashflows in the table above.
The following are the maturities of financial liabilities as at 1 January 2022:
Carrying
Contractual
6 months or
6 - 12
More than 5
amount
cash flows
less
months
1 - 2 years
2 - 5 years
years
£m
£m
£m
£m
£m
£m
£m
Non-derivative financial liabilities
£105m 7.5% Eurobond 2026 (fair value)
(123)
(105)
-
-
-
(105)
-
£245m 7.5% Eurobond 2026 (amortised cost)
(267)
(254)
-
(9)
-
(245)
-
£300m Sustainability Bond 2024 (amortised cost)
(301)
(302)
(2)
-
-
(300)
-
£109m 11% Final repayment subordinated notes 2025
(109)
(109)
-
-
-
(109)
-
£20m Instalment repayment notes (final payment 2025)
(9)
(9)
-
(2)
(2)
(5)
-
Lease liabilities
(1,516)
(2,090)
(109)
(107)
(204)
(542)
(1,128)
Trade and other payables
(1,516)
(1,516)
(1,376)
(54)
(40)
(15)
(31)
Sensitivity analysis
Interest rate risk
The valuations of the Group’s quoted debt and interest rate swaps have been determined by discounting expected future cash flows associated with these
instruments at the market interest rate yields as at the Group’s year end. This is then adjusted by a +1% increase to the interest rate yield curve and a 1% reduction
in the interest rate yield curve to show the impact of changes in interest rates on the value of our debt and swaps. At 31 December 2022 if sterling (GBP) market
interest rates had been 1% higher / lower with all other variables held constant, there would have been no material impact to post-tax profit. Profit is generally less
sensitive to movements in GBP interest rates due to the level of borrowings held at fixed rates as described in the Interest rate risk and hedging section.
Foreign exchange risk
At 31 December 2022, if the Euro and US dollar had strengthened or weakened by 10% against sterling (GBP) with all variables held constant, the impact to post-
tax profit would be a £2m loss (2021: £1m loss) and £1m gain respectively (2021: £1m gain).
Guarantees
In the course of conducting its operations, the Group is required to issue bank guarantees and bonds in favour of various counterparties. These facilities are
provided by the Group’s banking syndicate and as at 31 December 2022 the total amount of guarantees / bonds outstanding is £17m (2021: £8m).
Co-op Annual Report & Accounts for 2022:
Financial Statements
201
Notes to the financial statements
continued
29
Financial instruments, derivatives and valuation of financial assets and liabilities
What does this show?
This note shows how our financial assets and liabilities are valued, including our interest rate swaps.
Derivatives
Derivatives held for non-trading purposes for which hedge accounting has not been applied are as follows:
2022
2021
Contractual/
Contractual/
notional
Fair value
Fair value
notional
Fair value
Fair value
amount
assets
liabilities
amount
assets
liabilities
£m
£m
£m
£m
£m
£m
Interest rate swaps
105
-
(13)
105
-
(2)
Foreign exchange contracts
88
3
-
100
-
(3)
Commodity swaps (diesel)
38
5
(3)
22
4
-
Total recognised derivative assets / (liabilities)
231
8
(16)
227
4
(5)
The interest rate swaps mature in 2026 and as such are held in non-current liabilities. The majority of the foreign exchange contracts and diesel swaps
mature within 1 year so are shown in current liabilities and current assets respectively.
The following summarises the major methods and assumptions used in estimating the value of financial instruments reflected in the annual report and
accounts:
a) Financial instruments at fair value through the income statement
Investments in funeral plans
Where there is no active market or the investments are unlisted, the fair values are based on commonly used valuation techniques (refer to accounting
policy (section iv) of this note for further details.
Derivatives
Forward exchange contracts, such as the Group's interest rate swaps have been determined by discounting expected future cash flows associated with
these instruments at the market interest rate yields as at the Group’s year end. The Group's derivatives are not formally designated as hedging
instruments but under IFRS 9 (Financial Instruments) they are used to match against a proportion of the Eurobond liabilities carried at fair value
through the income statement, showing as a cost of £11m in 2022 (2021: £5m cost) see Note 7.
The Group enters into forward contracts for the purchase of energy from third party suppliers for use by Group. Energy contracts for own use are not
required to be accounted for as derivatives. We adopt a layered hedging procurement policy for energy contracts over a period of 3 years to a
maximum of 80% of Group forecast demand. At the 2022 year end we had 78% electricity (2021: 80%) and 76% gas (2021:66%) coverage of our
forecast demand for 2023.
Fixed rate sterling Eurobonds
The fixed rate sterling Eurobond values are determined in whole by using quoted market prices.
b) Interest-bearing loans and borrowings - amortised cost
These are shown at amortised cost which presently equate to fair value or are determined in whole by using quoted market prices. Fair value
measurement is calculated on a discounted cash flow basis using prevailing market interest rates.
c) Receivables and payables
For receivables and payables with a remaining life of less than one year, the nominal amount is deemed to reflect the fair value, where the effect of
discounting is immaterial. For further details see the Accounting Policy section at the end of this note.
Co-op Annual Report & Accounts for 2022:
Financial Statements
202
Notes to the financial statements
continued
29
Financial instruments, derivatives and valuation of financial assets and liabilities
continued
The table below shows a comparison of the carrying value and fair values of financial instruments for those liabilities not carried at fair value.
Carrying value
Fair value
Carrying value
Fair value
Financial liabilities
2022
2022
2021
2021
£m
£m
£m
£m
Interest-bearing loans and borrowings
685
645
853
915
The table below analyses financial instruments by measurement basis:
Fair value Amortised cost
Loans and
2022
through income
receivables
Total
statement
£m
£m
£m
£m
Assets
Other investments
1,369
-
-
1,369
Trade and other receivables
-
-
648
648
Derivative financial instruments
8
-
-
8
Cash and cash equivalents
-
447
-
447
Total financial assets
1,377
447
648
2,472
Liabilities
Interest-bearing loans and borrowings
95
685
-
780
Derivative financial instruments
16
-
-
16
Trade and other payables
-
1,081
-
1,081
Total financial liabilities
111
1,766
-
1,877
Fair value through
Amortised cost
Loans and
2021
Total
income statement
receivables
£m
£m
£m
£m
Assets
Other investments
1,372
-
-
1,372
Trade and other receivables
-
-
612
612
Derivative financial instruments
4
4
Cash and cash equivalents
-
56
-
56
Total financial assets
1,376
56
612
2,044
Liabilities
Interest-bearing loans and borrowings
123
853
-
976
Derivative financial instruments
5
-
5
Trade and other payables
-
1,139
-
1,139
Total financial liabilities
128
1,992
-
2,120
The following table provides an analysis of financial assets and liabilities that are valued or disclosed at fair value, by the three-level fair value
hierarchy as defined within IFRS 13 (Fair Value Measurement):
• Level 1
Fair value measurements are those derived from quoted prices (unadjusted) in active markets
for identical assets or liabilities.
• Level 2
Fair value measurements are those derived from inputs other than quoted prices included
within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or
indirectly (i.e. derived from prices).
• Level 3
Fair value measurements are those derived from valuation techniques that include inputs for
the asset or liability that are not based on observable market data (unobservable inputs).
As pricing providers cannot guarantee that the prices they provide are based on actual trades in the market then all of the corporate bonds
are classified as Level 2.
Co-op Annual Report & Accounts for 2022:
Financial Statements
203
Notes to the financial statements
continued
29
Financial instruments, derivatives and valuation of financial assets and liabilities
continued
Valuation of financial instruments
2022
Level 1
Level 2
Level 3
Total
£m
£m
£m
£m
Assets
Financial assets at fair value through the income statement
- Funeral plan investments
-
-
1,369
1,369
- Derivative financial instruments
-
8
-
8
Total financial assets at fair value
-
8
1,369
1,377
Liabilities
Financial liabilities at fair value through the income statement
- Fixed rate sterling Eurobond
-
95
-
95
- Derivative financial instruments
-
16
-
16
Total financial liabilities at fair value
-
111
-
111
Funeral plan investments are classified as level 3 under the IFRS 13 hierachy. Level 3 fair value measurements are those derived from valuation
techniques that include inputs that are not based on observable market data (unobservable inputs). The vast majority of our funeral plan investments
are held in Whole of Life (WoL) insurance policies. The plan investments are financial assets which are recorded at fair value each period using
valuations provided to Co-op by the policy provider. The plan values reflect the amount the policy provider would pay out on redemption of the policy at
the valuation date with the main driver being underlying market and investment performance.
The value of the Eurobonds carried at amortised cost is disclosed in Note 21. The equivalent fair value for the unhedged proportion of bonds that are
now carried at amortised cost would be £222m (2021: £287m) for the 2026 Eurobond.
There were no transfers between Levels 1 and 2 during the period and no transfers into and out of Level 3 fair value measurements. For other financial
assets and liabilities of the Group including cash, trade and other receivables / payables then the notional amount is deemed to reflect the fair value.
2021
Level 1
Level 2
Level 3
Total
£m
£m
£m
£m
Assets
Financial assets at fair value through the income statement
- Funeral plan investments
-
-
1,372
1,372
- Derivative financial instruments
-
4
-
4
Total financial assets at fair value
-
4
1,372
1,376
Liabilities
Financial liabilities at fair value through the income statement
- Fixed rate sterling Eurobond
-
123
-
123
- Derivative financial instruments
-
5
-
5
Total financial liabilities at fair value
-
128
-
128
Interest rates used for determining fair value
Third-party valuations are used to fair value the Group’s bond and interest rate derivatives. The valuation techniques use inputs such as interest rate
yield curves with an adequate credit spread adjustment.
Co-op Annual Report & Accounts for 2022:
Financial Statements
204
Notes to the financial statements
continued
29
Financial instruments, derivatives and valuation of financial assets and liabilities
continued
Accounting policies
The Group classifies its financial assets as either:
• fair value through the income statement; or
• loans and receivables at amortised cost.
i) Recognition of financial assets
Financial assets are recognised on the trade date which is the date it commits to purchase the instruments. Loans are recognised when the funds are
advanced. All other financial instruments are recognised on the date that they are originated. The classification of financial assets at initial recognition
depends on the financial asset’s contractual cash flow characteristics and the Group’s business model for managing them. The Group initially measures a
financial asset at its fair value, with the exception of trade receivables that don’t contain a significant financing component or where the customer will pay
for the related goods or services within one year of receiving them. For financial assets which are not held at fair value through the income statement,
transaction costs are also added to the initial fair value. Trade receivables that don’t contain a significant financing component or where the customer will
pay for the related goods or services within one year of receiving them are measured at the transaction price determined under IFRS 15 (Revenue from
Contracts with Customers). See accounting policies for revenue and IFRS 15 in Note 2.
ii) Derecognition of financial assets and financial liabilities
Financial assets are derecognised (removed from the balance sheet) when:
• the rights to receive cash flows from the assets have ceased; or
• the Group has transferred substantially all the risks and rewards of ownership of the assets.
A financial liability is derecognised when the obligation under the liability is discharged, cancelled or expires. When an existing liability is replaced by the
same counterparty on substantially different terms or the terms of an existing liability are substantially modified, the original liability is derecognised and a
new liability is recognised, with any difference in carrying amounts recognised in the income statement.
iii) Loans and receivables
Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market which we do not
intend to sell immediately or in the near term. These are initially measured at fair value plus transaction costs that are directly attributable to the financial
asset. Subsequently these are measured at amortised cost. The amortised cost is the initial amount at recognition less principal repayments, plus or minus
the cumulative amortisation using the effective interest method of any difference between that initial amount and the maturity amount, less impairment
provisions for incurred losses.
iv) Financial investments and instruments at fair value through the income statement
Funeral plans
When a customer takes out a funeral plan the initial plan value is recognised as an investment asset in the balance sheet and at the same time a liability is
also recorded in the balance sheet representing the deferred income to be realised on performance of the funeral service covered by each of the funeral
plans. The investments are held in insurance policies or cash-based trusts and attract interest and bonus payments throughout the year dependent upon
market conditions. The plan investment is a financial asset, which is recorded at fair value each period through the income statement using valuations
provided by the insurance policy provider or reflecting the trust cash balances. The performance obligation to deliver the funeral is treated as a contract
liability (deferred income) under IFRS 15. The deferred amount is subject to adjustment to reflect a significant financing component which is charged to the
income statement each period. The liability accretes interest in-line with the discount rate applied to the plan on inception. The discount rate applied is
based on an estimated borrowing rate between the customer and the Group at the point the contract is entered into. The contract liability is held on the
balance sheet as additional deferred income until the delivery of the funeral at which point the revenue is recognised.
The Group is currently reviewing the impact of IFRS 17 (Insurance Contracts) on the accounting for funeral plans. The new standard will be applicable to
the Group for next year's reporting (2023). Details of the expected impact on the Group is shown in our Accounting Policies and Basis of Preparation
section on page 218.
Funeral benefit options (FBOs)
FBOs are attached to Guaranteed Over 50’s life insurance plans (GOFs) sold by the Group’s third party insurance partners. An FBO is the assignment of
the sum-assured proceeds of a GOF policy to Funeralcare for the purposes of undertaking their funeral. In exchange the GOF customer is awarded a
discount on the price of the funeral.
No revenue is recognised by the Group at the point of assignment and instead an element of the costs that have been incurred in obtaining the FBO are
deferred onto the balance sheet. These are then expensed at the point of redemption when the revenue is recognised. Any plans that are cancelled are
written off at the point at which Funeralcare are made aware of the cancellation. A separate provision is also made to cover the expected cancellations of
FBOs. No investment or liability is recognised for FBOs as the option does not guarantee a funeral and the liability for which remains with the insurance
partner. Any difference between the funeral price and the sum assured at the point of redemption is the liability of the deceased estate or whoever takes
responsibility for arranging the funeral.
Co-op Annual Report & Accounts for 2022:
Financial Statements
205
Notes to the financial statements
continued
29
Financial instruments, derivatives and valuation of financial assets and liabilities
continued
Low Cost Instalment Funeral Plans (LCIPs)
LCIPs can be paid for by instalments over between 2 and 25 years or they can be paid off in full at any time during this period without any
penalties. If the plan holder dies before the instalments have been made in full (and provided that the plan has been in place for at least 12
months or the cause of death was as a result of an accident) then the funeral will still be provided by Funeralcare and the customer will not have
to settle the outstanding balance on any instalments and the balance of any monies owed will be waived. Any outstanding amounts owed to
Funeralcare (the difference between the full value of the plan and the amount paid up to death by the customer) are covered by an assured
benefit from a third party insurer. The assured benefit is between Funeralcare and the 3rd party insurer and has nothing to do with the
customer. Funeralcare continue to apply instalment monies received against customers' individual funeral plans until such time as a plan is
redeemed and/or cancelled.
Until fully paid, LCIPs are judged to represent insurance contracts and as such fall under the scope of IFRS 4 (Insurance Contracts). The
assured benefit between Funeralcare and the 3rd party is judged to represent a reinsurance contract under IFRS 4.
In line with IFRS 4
Funeralcare account for the LCIPs in the same way as a normal funeral plan (see accounting policy above).
The Group is currently reviewing the impact of IFRS 17 (Insurance Contracts) on the accounting for LCIPs. The new standard will be applicable
to the Group for next year's reporting (2023). Details of the expected impact on the Group is shown in our Accounting Policies and Basis of
Preparation section on page 218.
Interest rate swaps
The Group uses derivative financial instruments to provide an economic hedge to its exposure to interest rate risks arising from operational,
financing and investment activities. In accordance with its Treasury policy, the Group does not hold or issue derivative financial instruments for
trading purposes.
Derivatives entered into include swaps, forward rate agreements, commodity (diesel) swaps and energy contracts. Derivative financial
instruments are measured at fair value and any gains or losses are included in the income statement. Fair values are based on quoted prices
and where these are not available, valuation techniques such as discounted cash flow models are used.
Interest payments or receipts arising from interest rate swaps are recognised within finance income or finance costs in the period in which the
interest is incurred or earned.
v) Credit risk, liquidity risk and Impairment of financial assets
Credit risk
Credit risk is the risk that a counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial
loss. The Group is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing activities, including
deposits with banks and financial institutions, foreign exchange transactions and other financial instruments.
Credit risk from balances with banks and financial institutions is managed by the Group’s Treasury department in accordance with the Group’s
policy. Investments of surplus funds are made only with approved counterparties and within credit limits assigned to each counterparty.
Counterparty credit limits are reviewed by the Board on an annual basis, and may be updated throughout the year subject to approval of the
Risk and Audit Committee. The limits are set to minimise the concentration of risk. Financial assets held at fair value through the income
statement are primarily held in low-risk investments.
Liquidity risk
The Group’s objective is to maintain a balance between continuity of funding and flexibility through the use of bank overdrafts, bank loans,
Eurobonds and leases.
Co-op Annual Report & Accounts for 2022:
Financial Statements
206
Notes to the financial statements
continued
29
Financial instruments, derivatives and fair values of financial assets and liabilities
continued
Trade receivables and contract assets
An impairment analysis is performed at each reporting date using a provision matrix to measure expected credit losses. The provision rates
are based on days past due for groupings of various customer segments with similar loss patterns (for example, by business division,
customer, coverage by letters of credit or other forms of credit insurance).
The calculation reflects the probability-weighted outcome, the time value of money and reasonable and supportable information that is
available at the reporting date about past events, current conditions and forecasts of future economic conditions. Generally, trade receivables
are written-off if past due for more than one year and are not insured or subject to enforcement activity. The maximum exposure to credit risk
at the reporting date is the carrying value of each class of financial assets disclosed in trade and other receivables (Note 17).
Impairment of financial assets carried at amortised cost
The amount of the impairment loss on assets carried at amortised cost is recognised immediately through the income statement and a
corresponding reduction in the value of the financial asset is recognised through the use of an allowance account.
A write-off is made when all or part of an asset is deemed uncollectable or forgiven after all the possible collection procedures have been
completed and the amount of loss has been determined. Write-offs are charged against previously established provisions for impairment or
directly to the income statement.
Any additional recoveries from borrowers, counterparties or other third parties made in future periods are offset against the write-off charge in
the income statement once they are received.
Provisions are released at the point when it is deemed that following a subsequent event the risk of loss has reduced to the extent that a
provision is no longer required.
Co-op Annual Report & Accounts for 2022:
Financial Statements
207
Notes to the financial statements
continued
30
Commitments and contingencies
What does this show?
This note shows the value of capital expenditure that we're committed to spending in the future as at
the end of the period. If appropriate then it also shows potential liabilities which aren't included in our balance sheet as it's
only possible, rather than probable, that we'll have to pay them.
Commitments:
a) Capital expenditure that the Group is committed to but which has not been accrued for at the period end was £12m (2021: £6m).
Contingent liabilities:
b) i) In common with other retailers, the Group has received Employment Tribunal claims from current and former food store colleagues alleging their
work is of equal value to that of distribution centre colleagues and differences in pay and other terms are not objectively justifiable. The claimants are
seeking the differential in pay (and other terms) together with equalisation going forward. There are currently circa 4,000 claims and it is anticipated
that this number will rise, though it is not possible to predict the point to which this may increase or the rate of increase.
These equal pay claims are initiated in the Employment Tribunal and claimants will need to succeed in three stages to succeed. The first stage
concerns whether the roles of store colleagues can be compared with those of warehouse colleagues. In light of European and Supreme Court
decisions, Co-op Group has conceded that it will not contest this point. The second and third stages are concerned with an equal value assessment
between comparator roles and if this is shown to be the case, a subsequent consideration of Co-op Group’s material factor defences (which are the
non-discriminatory reasons for any pay differential). It is expected this litigation will take a number of years to final resolution.
The claims are still at an early stage; the number of claims, merit, outcome and impact are all highly uncertain. No provision has been made as it is
not possible to assess the likelihood nor quantum of any outcome. There are substantial factual and legal defences to the claims and the Group
intends to defend them robustly.
b) ii) In early February 2023 a claim was issued against Co-operative Group Limited and certain of its subsidiaries (Co-operative Group Food Limited,
Co-operative Foodstores Limited and Rochpion Properties (4) LLP) by the liquidators of The Food Retailer Operations Limited in connection with
transactions which took place in 2015 and 2016 relating to the Somerfield supermarket business acquired by Co-op in 2009.
The amount claimed is approximately £450m plus further unquantified amounts of interest and costs. Co-op strongly disputes both liability and
quantum of the claim and the claim will be vigorously defended.
31
Related party transactions and balances
What does this show?
Related parties are companies or people which are closely linked to the Co-op, such as members of
our Board or Executive (or their families), or our associates and joint ventures. This note explains the nature of the
relationship with any related parties and provides information about any material transactions and balances with them.
2022
2021
Relationship
£m
£m
Subscription to Co-operatives UK Limited
(i)
0.7
0.7
i) The Group is a member of Co-operatives UK Limited.
The Group’s Independent Society Members (ISMs) include consumer co-operative societies which, in aggregate, own the majority of the corporate
shares with rights attaching as described in Note 25. The Co-operative Group has a 76% shareholding in Federal Retail and Trading Services
Limited which is operated as a joint buying group by the Group for itself and other independent co-operative societies. The Group acts as a
wholesaler to the other independent co-operatives and generates sales from this and the arrangement is run on a cost recovery basis and therefore
no profit is derived from its activities. Sales to ISMs, on normal trading terms, were £1,855m (2021: £1,756m) and the amount due from ISMs in
respect of such sales was £144m at 31 December 2022 (2021: £134m). No distributions have been made to ISMs based on their trade with the
Group in either the current or prior periods.
Transactions with directors and key management personnel
Disclosure of key management compensation is set out in the Remuneration Report. A number of small transactions (such as the purchase of
funeral services) are entered into with key management in the normal course of business and are at arm's length. Key management are considered
to be members of the Executive and directors of the Group. Key management personnel transactions noted in the year are £29,000 (2021: £nil).
Other than the compensation set out in the Remuneration Report, there were no other transactions greater than £1,000 with the Group's entities
(2021: £nil). Total compensation paid to key management personnel is shown below.
2022
2021
Key management personnel compensation
£m
£m
Short-term employee benefits
3.1
3.8
Post-employment benefits
0.1
0.3
Other long-term benefits
1.1
1.3
Termination benefits
1.6
-
Total
5.9
5.4
Co-op Annual Report & Accounts for 2022:
Financial Statements
208
Notes to the financial statements
continued
32
Principal subsidiary undertakings
What does this show?
This note shows the main companies and societies we own, what percentage we own and
the type of business they are involved in.
All of the principal subsidiary undertakings as at the period end are registered in England and Wales and their principal place of business is
the UK. See general accounting policies section on page 212 for a Group structure diagram.
Society holding %
Nature of business
Angel Square Investments Ltd
100
Holding company
CFS Management Services Ltd*
100
Service company
Co-operative Group Holdings (2011) Ltd
100
Property management
Co-operative Group Food Ltd
100
Food retailing
Co-operative Foodstores Ltd
100
Food retailing
Nisa Retail Ltd
100
Food wholesaling
Co-op Insurance Services Limited
100
Insurance (marketing)
Funeral Services Ltd
100
Funeral directors
Co-op Funeral Plans Ltd
100
Funeral plan services
Co-operative Legal Services Ltd
100
Legal services
Rochpion Properties (4) LLP
100
Holds property
All of the above have been fully consolidated into the Group's accounts. There are no non-controlling interests in any of these entities.
Notes
i) All of the principal subsidiaries are audited by EY LLP.
ii) *CFS Management Services Ltd ceased trading on 31 December 2021.
iii) All transactions between entities are in the usual course of business and are at arms length.
Co-op Annual Report & Accounts for 2022:
Financial Statements
209
Notes to the financial statements
continued
33
Membership and community reward
What does this show?
This note shows the number of active members that we have at the end of the period as well
as the benefits earned by those members for themselves and their communities during the period. Active members are
defined as those members that have traded with one or more of our businesses within the last 12 months.
2022
2021
(unaudited)
(unaudited)
Members
m
m
Active members
4.4
4.2
Membership and community rewards (within the income statement)
£m
£m
Member reward earned
20
21
Community reward earned
18
19
Total reward
38
40
Member and Community rewards are both earned at 2% (4% in total) of eligible spend.
Full details of our overall investment in our Communities can be found in our Co-operate Report.
34 Events after the reporting period
What does this show?
This note gives details of any significant events that have happened after the balance sheet
date but before the date that the accounts are approved. These are things that are of such significance that it is
appropriate to give a reader of the accounts further detail as to the impact of such events on the financial statements or
any expected likely impact in future periods.
Bond liability management exercise
– on the 1st March 2023 the Group repurchased £100m of the £300m 5.125% Sustainability Bond (due
May 2024) from bond holders following an over-subscribed tender exercise. This was announced to the market on 27th February 2023. The
bonds were bought back at 99% of par value.
Rolling Credit facility (RCF) refinancing
– on the 20th of March 2023 we concluded an amendment and extension exercise for our Revolving
Credit Facility. As a result our £400m RCF will increase in size to £442.5m until September 2024 when it will fall to £360m. The £360m facility
will mature in March 2026. New sustainability metrics will be added into the facility during 2023, linking Co-op’s commitment to sustainability
with its financial facilities.
Co-op Annual Report & Accounts for 2022:
Financial Statements
210
Notes to the financial statements
continued
35
Disposal of petrol forecourt sites
What does this show?
We have sold our petrol forecourt sites during the year. Given the scale of the disposal we have
provided some additional information in this note to help our members to understand the impact of the sale on our financial
statements. This includes the profit that we have recorded on the disposal as well as the impact on our year-end Balance
sheet and Income statement going forward.
On 31 August 2022 the Group announced its intention to sell its 129 petrol forecourt sites to Asda. The deal completed as planned on 30th October
2022 for an enterprise value of £438m (£609m including IFRS 16 lease liabilities) with a purchase price of £458m, including £24m of non-cash
consideration and the sale is therefore not impacted by the ongoing CMA review.
For Interim (HY22) reporting the assets and liabilities associated with the sites were classified as held for sale in our consolidated balance sheet as
their disposal was highly probable at the half-year date. For full-year reporting and as the sale has now completed then the assets and liabilities
associated with the disposal have been removed from the Group's consolidated balance sheet and the profit on sale has been recognised in our
Consolidated income statement.
The results of our petrol forecourt sites, upto the point of disposal on the 30th October, are classified as Continuing operations within our Income
statement and are included within the results of our Food business (see Note 1; Operating Segments). The disposal of our petrol forecourt sites does
not meet the threshold for classification within Discontinued Operations (see the Key Judgements section of our Accounting Policies and Basis of
Preparation section on page 214).
As part of the sale process the petrol sites will transfer on a rolling basis during a handover period of approximately 12 months which is governed by
a transitional service agreement. The Group have assessed the nature of the arrangement and concluded that Co-op are acting as agent in the
facilitation of the transaction for the end customer, but as a principal for supplying goods to AFS (Arthur Foodstores Limited - the entity that was sold
to Asda) under the service agreement, and consequently will record the revenue and costs of supplying the goods gross, as well as recording the
outsourcing fee charged to AFS in income.
Oct 30th 2022
Balance Sheet on disposal (petrol forecourt sites)
£m
Property, plant and equipment
89
Right-of-use assets (leases)
131
Goodwill and intangibles
107
Inventories
19
Trade and other receivables
43
Cash in hand
5
Deferred tax assets
2
Total assets
396
Lease liabilities
171
Trade and other payables
97
Total liabilities
268
Net book value disposed
128
Profit on disposal (petrol forecourt sites)
£m
Consideration - cash received
434
Consideration - non-cash*
29
Costs to sell
(16)
Net book value disposed (as above)
(128)
Profit on disposal (petrol forecourt sites)
319
*Non-cash consideration comprised £24m of intercompany loan novation from Co-operative Foodstores Limited to Asda. Total consideration of
£463m differs from the purchase price of £458m stated above due to £5m of corporation tax group relief written off.
** Proceeds received in 2022 per the Cashflow statement of £408m comprise the £434m cash proceeds noted above (net of £10m not yet received
pending final completion accounts) less costs to sell of £16m as noted above.
Income statement result from petrol forecourt sites - year to point of disposal on 30th October 2022
£m
Sales
842
Operating profit
47
Cashflows from petrol forecourt sites - year to point of disposal on 30th October 2022
£m
Net cash from operating activities
78
Co-op Annual Report & Accounts for 2022:
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211
Accounting policies and basis of preparation
What does this show?
This section outlines the general accounting policies that relate to the financial
statements as a whole. Details of other accounting policies are included within the notes to the financial
statements to which they relate. This allows readers easy access to the relevant policy. This section also gives
details of the impact of any new accounting standards that we've applied for the first time and the expected
impact of upcoming standards that will be adopted in future years where that impact is likely to be significant.
General information
Co-operative Group Limited ('the Group’) is a registered co-operative society domiciled in England and Wales.
The address of the Group’s registered office is 1 Angel Square, Manchester, M60 0AG, and the trading locations
of all stores and branches can be located on our website https://www.coop.co.uk/store-finder.
Basis of preparation
The Group accounts have been prepared in accordance with UK adopted international accounting standards for
the 52 week period ended 31 December 2022 and in conformity with the requirements of the Co-operative and
Community Benefit Societies Act 2014. As permitted by statute, a separate set of financial statements for the
Society are not included.
The accounts are presented in pounds sterling and are principally prepared on the basis of historical cost. Areas
where other bases are applied are explained in the relevant accounting policy in the notes. Amounts have been
rounded to the nearest million. The accounting policies set out in the notes have been applied consistently to all
periods presented in these financial statements, except where stated otherwise. The accounts are prepared on
a going concern basis. See later section on ‘
Going Concern’.
Climate Change Considerations
In preparing the Groups’ Consolidated Financial statements management has considered the impact of climate
change covering both the financial statements and the disclosures included in the Strategic report. This included
an assessment of the potential impact of, and associated responses to, climate change, and how that could
impact the non-current assets that we hold as well as our expectations of future trading conditions. This
assessment did not identify any requirement to shorten asset lives of the Group’s asset base and neither did it
identify any material impact on the valuation of the Group’s assets or liabilities or the cashflow forecasts used to
assess the going concern basis and the viability statement. Furthermore, our forecasts do not include any
material spend in relation to climate change. The Group will keep this assessment under review and continue to
monitor developments in the future.
Basis of consolidation
The financial statements consolidate Co-operative Group Limited, which is the ultimate parent society, and its
subsidiary undertakings. The Group controls an entity when it is exposed to, or has rights to, variable returns
from its involvement with the entity and has the ability to affect those returns through its power over the entity.
The financial statements of subsidiaries are included in the consolidated financial statements from the date that
control commences until the date that control ceases.
The diagram overleaf shows the composition of the Group and its principal subsidiaries. Further details can be
found in Note 32 (Principal subsidiary undertakings). A full list of subsidiaries that make up the Group for the
purposes of these financial statements can be found at: http://www.co-operative.coop/investors/rules
Co-op Annual Report & Accounts for 2022:
Accounting policies and basis of preparation
212
Basis of consolidation
- continued
Co-operative Group Ltd
Co-operative Group Holdings (2011) Ltd
Rochpion Properties (4) LLP
Angel Square Investments Ltd
Co-operative Group Food Ltd
Funeral Services Ltd
Nisa Retail Ltd
CFSMS Ltd **
Co-operative Foodstores Ltd
Co-op Funeral Plans Ltd *
Co-op Insurance Services Ltd
Co-operative Legal Services Ltd
Direct holding
Indirect holding
All shareholdings are 100% owned unless otherwise stated.
* Co-op Funeral Plans Ltd is owned 33% by Co-operative Group Ltd and 67% by Co-operative Group Holdings Ltd.
** CFSMS Ltd ceased trading on 31 December 2021.
Accounting dates
The Group and its main trading subsidiaries prepare their accounts to the first Saturday of January unless 31
December is a Saturday. These financial statements are therefore prepared for the 52 weeks ended 31
December 2022. Comparative information is presented for the 52 weeks ended 1 January 2022. Since the
financial periods are virtually in line with calendar years, the current period figures are headed 2022 and the
comparative figures are headed 2021.
Co-operative Insurances Services Limited and certain small holding companies have also prepared accounts
for the period ended 31 December 2022.
One-off items and non-GAAP (Generally Accepted Accounting Procedures) measures
One-off items include costs relating to activities such as large restructuring programmes and costs or
income which would not normally be seen as costs or income relating to the underlying principal activities
of the Group.
To help the reader make a more informed judgement on the underlying profitability of the Group, a non-
GAAP measure: underlying profit before tax, has been presented. This is shown at the bottom of the income
statement and we show the adjustments between this measure and operating profit. In calculating this non-
GAAP measure, property and business disposals (including individual store impairments), the change in
value of investment properties and one-off items are adjusted for.
Offsetting
Financial assets and financial liabilities are offset and the net amount reported in the balance sheet when
there is a legally enforceable right to do so and there is an intention to settle on a net basis, or realise the
asset and settle the liability simultaneously.
Co-op Annual Report & Accounts for 2022:
Accounting policies and basis of preparation
213
Significant accounting judgements, estimates and assumptions
The preparation of financial statements that comply with IFRS requires management to make judgements,
estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities,
income and expenses. The estimates and associated assumptions are based on historical experience and various
other factors that are believed to be reasonable under the circumstances, the results of which form the basis of
making the judgements about carrying values of assets and liabilities that are not readily apparent from other
sources. Actual results may differ from these estimates.
Key judgements
In the process of applying the Group’s accounting policies, management has made the following key judgements
which have the most significant impact on the consolidated financial statements:
• Determination of accretion rate: Funeral plans
A significant accounting judgement is present in deriving a suitable accretion rate to apply to the monies
received from a customer when they purchase a funeral plan. The accretion rate is required to reflect the
borrowing rate that would be applied between the Group and the customer in a separate financing transaction
reflecting similar credit characteristics and similar security at the point the contract is entered into. These rates
are then fixed for the duration of the plan and we have plans which are up to 36 years old. We derive the
relevant accretion rates based upon UK AA rated average corporate bond yields.
When a customer enters into a funeral plan, the monies they pay to the Co-op, less an admin fee, are invested
in whole of life insurance policies with FCA regulated institutions protected by the Government’s financial
services compensation scheme. For further protection, the proceeds of the investments are held on trust by an
independent trustee, Apex Corporate Trustees (UK) Limited, to ensure that the customer is entitled to the
benefit of the invested monies in the event that the Group goes out of business. Given this protection and
security, a UK AA rated average corporate bond yield is considered to have a similar risk profile as that of a
separate financing transaction between the Group and a customer and hence a suitable reference point for an
accretion rate.
Determining the lease term of contracts with extension and termination options
The Group determines the lease term as the non-cancellable term of the lease, together with any periods
covered by an option to extend the lease if it is reasonably certain to be exercised, or any periods covered by an
option to terminate the lease, if it is reasonably certain not to be exercised.
The Group has the option, under some of its leases to lease the assets for additional terms of 5 to 10 years. The
Group applies judgement in evaluating whether it is reasonably certain to exercise the option to renew. That is,
it considers all relevant factors that create an economic incentive for it to exercise the renewal. After the
commencement date, the Group reassesses the lease term if there is a significant event or change in
circumstances that is within its control and affects its ability to exercise (or not to exercise) the option to renew.
Co-op Annual Report & Accounts for 2022:
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214
• Petrol forecourt disposal
The Group has disposed of 129 petrol sites during the year through the disposal of the company Arthur
Foodstores Limited (AFS). The performance of these sites has not been classified within Discontinued operations
in our Income statement (so has remained within Continuing operations to the date of disposal) as it is our
judgement that the sites sold do not constitute a major separate line of business. This is in line with how these
sites were run operationally and how performance was reported to our Board.
As part of the sale process the petrol sites will transfer to the purchaser on a rolling basis during a handover
period of approximatley 12 months which is governed by a transitional service agreement. The Group have
considered IFRS 10 and concluded that Group is not the decision maker during the transition period, nor does it
exercise influence over decision making. The considerations under IFRS10 are as below:
a) Power over the investee
- in the transitional service agreement period the Group is obligated to provide Co-op
Group branded and non branded goods to AFS, however it is clearly stated in the franchise agreement that in this
relationship, Group acts as an agent. The Group also has no voting rights, rights to change key management
personnel, apoint or remove an entity that directs the activities or direct or veto AFS in transactions for the
benefit of the Group. Therefore, we are confident Group does not have power over AFS.
b) Exposure, or rights, to variable returns from its involvement
- the only returns for the Group are the
outsourcing fee at a variable % of net sales, but the magnitude and variability of this is not signigicant enough for
the Group to have control.
c) The ability to use its power over the investee to affect the amount of investor's returns
- scope of decision
making is limited to the activities set out in the franchise agreement and the Group has limited power to change
the basis of operation, Group makes an overarching commitment to not treat the AFS properties differently to
the core estate during the transition period but Asda acts as a guarantee for the franchise agreement and
therefore ultimately has responsibility for performance of the business, remuneration is proportionate to the
services provided to AFS at a % of grocery net sales and is largely in line with the basis used for other franchise
agreements in the Group, and Group has no other interests in AFS to provide returns.
In regards to the recognition of revenue, the Group has assessed the considerations of IFRS15 to determine that
with regards to the end customer, Group acts as an agent, but in relation to the sale of stock to AFS the Group is
the principal. This means that the (equal and opposite) revenue and cost of sales associated with providing the
goods to the AFS stores is recorded gross rather than net in the case of an agent, and the outsourcing fee is also
recognised gross.
The Group has considered the 3 examples from IFRS15 B37 in relation to sales to AFS to come to the conclusion
that Group is acting as the principal:
a) Primary responsibility for the good or service meeting customer satisfaction
- Group's responsibility in the
franchise agreement is to provide Co-op Group branded and non branded goods on the same basis as pre-sale,
and therefore has the responsibility to provide the stock to meet AFS's specifications.
b) Inventory risk
- Until stock ordered for AFS is delivered to the stores, it is held in the depots and the Group
holds the risk of leakage or wastage. If any goods were delivered faulty, AFS could return these and Group would
have to take the cost of replacing this stock.
c) Discretion in establishing the price
- this is limited due to the CMA investigation and is therefore a neutral
point.
Co-op Annual Report & Accounts for 2022:
Accounting policies and basis of preparation
215
Key estimates and assumptions:
Pensions (Note 27)
– the Group’s defined benefit pension obligations are determined following actuarial advice and
are calculated using the projected unit method. The assumptions used are the best estimates chosen from a range of
possible actuarial assumptions which may not necessarily be borne out in practice. The most significant assumptions
relate to the determination of the discount rate, future salary increases, mortality rates and future pension increases.
Due to the complexities involved in the valuation and its long-term nature, the Group’s defined benefit obligation is
highly sensitive to changes in these assumptions. Further details of the financial and demographic assumptions that
have been used are shown in Note 27 along with associated sensitivities to those assumptions.
Impairment of non-financial assets (Notes 11, 12 & 13)
- the carrying amount of non-financial assets (such as
property, plant and equipment, right-of-use assets, goodwill and intangibles) are reviewed at each balance sheet date
and if there is any indication of impairment, the asset's recoverable amount is estimated.
The recoverable amount is the greater of the fair value of the asset (less costs to sell) and the value in use of the
asset. An impairment loss is recognised whenever the carrying amount of an asset or its cash-generating unit (CGU)
exceeds its estimated recoverable amount. For property assets the fair value less costs to sell are measured using
internal valuations based on the rental yield of the property.
This review is performed annually or in the event where indicators of impairment are present. At 31 December 2022,
the Group has considered whether general uncertainty in the wider macro-economic environment including the cost-
of-living crisis, rising inflation, energy price increases, the on-going conflict in Ukraine as well as the continuing
impacts of the COVID-19 pandemic has the potential to represent a significant impairment indicator.
Despite the difficult trading conditions and associated additional costs of serving our customers the Group’s main
business areas have proven resilient and the performance of the Group’s cash-generating units has remained strong.
Therefore, management concluded that the impact of the factors noted on the longer term outlook for these cash
generating units did not constitute an indicator of significant impairment and hence a full impairment test across all
CGUs was not required. This judgement is unchanged from 1 January 2022.
The Group estimates the value in use of an asset by projecting future cash flows into perpetuity and discounting the
cash flows (DCF) associated with that asset at a pre-tax rate of between 10-11% (2021: 7-9%) dependent on the
business. The key assumptions used to determine the recoverable amount for the different CGUs, and the sensitivity
analysis that is undertaken, are disclosed and further explained in Notes 11 and 13.
The Group is currently working to identify the physical risk to our business and supply chains from the changing
climate, along with the potential impact of policy, technology and market changes as we transition to a lower carbon
future. This is a developing area with inherent uncertainty which is constantly evolving. The work being undertaken
will help inform our overall response to the risks and opportunities that are identified. Our assessment of the impact
of climate-related risk and related expenditure is reflected in the financial models and plans and will continue to be
monitored in future periods.
Co-op Annual Report & Accounts for 2022:
Accounting policies and basis of preparation
216
Provisions (Note 24)
– a provision is recognised in the balance sheet when the Group has a legal or
constructive obligation as a result of a past event, and it is probable that an outflow of economic benefits
will be required to settle the obligation. If the effect is material, provisions are determined by discounting
the expected future cash flows at a pre-tax rate that reflects current market assessments of the time
value of money and, where appropriate, the risks specific to the liability. The most significant provision for
the Group relates to property provisions for non-rental costs associated with properties that are no longer
used for trading purposes and significant assumptions and estimates are made in relation to the
estimation of future cash flows and the discount rate applied. See Note 24 for further details.
Pre-need funeral plan obligations (Notes 14 & 23)
– the Group holds investments on the balance sheet
in respect of funeral plan policies which are predominantly invested in individual whole-of-life insurance
policies and, to a much smaller extent, independent trusts.
The investments are also subject to an annual actuarial valuation at a portfolio level. This gives an
assessment as to the headroom of the funeral plan investments over an estimated present value (on a
wholesale basis) of delivering the funeral. The headroom (pre-tax) is estimated to be £471m (2021:
£295m), see Note 14.
The actuarial report is a best estimate and is neither deliberately optimistic nor pessimistic. It is prepared
by independent actuaries based on management assumptions such as future funeral and disbursement
inflation. It's not possible to reasonably forecast future inflation rates with any certainty but to aid the
reader and for illustrative purposes each 0.5% (50 basis points) increase in the inflation assumption would
reduce the surplus by approximately £53m (2021: £94m). Each 0.5% (50 basis points) reduction in the
discount rate would reduce the surplus by approximately £34m (2021: £70m). Both of these sensitivities
include allowance for assets held that would move in line with liabilities.
Under the revised IAS 37 approach the actuarial cost to be used in the assessment of onerous liabilities
should be the lower of the wholesale cost and the internal cost per redemption calculated under the
standard (and on this basis the "wholesale" cost has been used). The wholesale actuarial valuation is
based upon the Group's estimate of the direct cost for a third party funeral director to perform the
promised services and the payment of associated disbursements (crematoria, clergy fees etc) as if the
Group were not in a position to carry out these funerals. The future Group administrative costs of
maintaining the current funeral plans are allowed for, but no allowance is made for any incremental
overheads of the third party because it's assumed that the provider could absorb these funerals into their
existing infrastructures.
These costs do not represent the expected internal cost of fulfilling the funeral and allowing for these
costs in the valuation may materially affect the results.
Co-op Annual Report & Accounts for 2022:
Accounting policies and basis of preparation
217
New and amended standards adopted by the Group:
The Group has considered the following standards and amendments that are effective for the Group for the period
commencing 2 January 2022 and concluded that they are either not relevant to the Group or do not have a significant
impact on the financial statements :
Onerous contracts - Costs of Fulfilling a Contract - Amendments to IAS 37
Reference to the Conceptual Framework - Amendments to IAS 3
Property, Plant and Equipment: Proceeds before Intended Use – Amendments to IAS 16 Leases
IFRS 1 First-Ɵme AdopƟon of InternaƟonal Financial ReporƟng Standards – Subsidiary as a first-Ɵme adopter
IFRS 9 Financial Instruments – Fees in the ’10 per cent’ test for derecogniƟon of financial liabiliƟes
IAS 41 Agriculture – TaxaƟon in fair value measurements
Standards, amendments and interpretations issued but not yet effective
Certain new accounting standards and interpretations have been published that are not mandatory for 1 January
2022 reporting periods and the Group has not early adopted the following standards and statements.
The adoption of these standards is not expected to have a material impact on the Group’s accounts:
Amendments to IAS 8 - DefiniƟon of AccounƟng EsƟmates *
Amendments to IAS 1 and IFRS PracƟce Statement 2 - Disclosure of AccounƟng Policies *
Amendments to IAS 12 - Deferred Tax related to Assets and LiabiliƟes arising from a Single TransacƟon *
* Effective for annual periods beginning on or after 1 January 2023.
Co-op Annual Report & Accounts for 2022:
Accounting policies and basis of preparation
218
Standards, amendments and interpretations issued but not yet effective -
continued
The adoption of the following standard will
have a material impact on the Group’s accounts when adopted
and the Group’s assessment of the impact of the new standard and interpretation is set out below:
Title
IFRS 17 Insurance Contracts
In May 2017, the IASB issued IFRS 17 Insurance Contracts (IFRS 17), a comprehensive new
accounting standard for insurance contracts covering recognition and measurement, presentation
and disclosure. Once effective, IFRS 17 will replace IFRS 4 Insurance Contracts (IFRS 4) that was
issued in 2005.
IFRS 17 applies to all types of insurance contracts (i.e., life, non-life, direct insurance and re-
insurance), regardless of the type of entities that issue them, as well as to certain guarantees and
financial instruments with discretionary participation features. A few scope exceptions will apply.
The overall objective of IFRS 17 is to provide an accounting model for insurance contracts that is
more useful and consistent for insurers. In contrast to the requirements in IFRS 4, which are largely
based on grandfathering previous local accounting policies, IFRS 17 provides a comprehensive
model for insurance contracts, covering all relevant accounting aspects. IFRS 17 requires insurance
liabilities to be measured at a current fulfilment value and provides a more uniform measurement
and presentation approach for all insurance contracts.
Nature
of the
The core of IFRS 17 is the general model, supplemented by:
change
• A specific adaptation for contracts with direct participation features (the variable fee approach)
• A simplified approach (the premium allocation approach) mainly for short-duration contracts
The new standard will apply to all of the Group’s funeral plans. It will further divide plans between
those paid over up to one year and those paid over longer instalments (where Group waives the
remaining payments if a customer dies during the payment term subject to conditions). The
standard also covers the re-insurance of the payment waiver risk.
All of our funeral plans and re-insurance contracts are held by Co-op Funeral Plans Limited ('CFPL') a
wholly owned subsidiary of the Group. The plans were transferred to CFPL from Funeral Services
Limited (FSL) in the first half of 2022. As FSL held plans after 2 January 2022 its opening balance
sheet will need to be restated for the transition to IFRS 17. In future years FSL will only contain our
at-need funeral business and as such will not be impacted by IFRS 17. Our insurance marketing and
distribution business Co-op Insurance Services Limited ('CISL') is not impacted by IFRS 17.
Co-op Annual Report & Accounts for 2022:
Accounting policies and basis of preparation
219
Standards, amendments and interpretations issued but not yet effective -
continued
Title
IFRS 17 Insurance Contracts
The adoption of IFRS 17 in 2023 will represent a fundamental change to the way that we currently
account for all of our funeral plans and waiver insurance policies under IFRS 15. The main areas of
change will be:
Profit recognition
– we currently recognise revenue from funeral plans when the funeral is
arranged. IFRS 17 requires revenue to be recognised over the contract coverage period.
Liability measurement
- the current accounting under IFRS 15 does not remeasure the liability to
reflect a current estimate of the future cash flows to provide the funeral. IFRS 17 requires actuarial
modelling of the liability, updated each reporting period for current estimates of expected cash
Impact -
flows.
• Reinsurance
- waiver insurance costs are currently expensed as incurred. IFRS 17 requires the cash
General
flows to be modelled and the expense to be recognised over the contract coverage period.
Opening equity
- at 2 January 2022 opening reserves will need to be restated consistently with
IFRS 17.
Level of aggregation
- under IFRS 17 we'll need to separate our insurance contracts (our funeral
plans and waiver insurance policies) into portfolios consisting of contracts that are subject to similar
risks and that are managed together. Portfolios are further sub-categorised into groups and cohorts.
This disaggregation is a new concept to Group and important for determining if a set of contracts is
onerous, how contracts are presented and how profit or loss is recognised. If contracts are onerous
we'll need to recognise a loss component and allocate that over time.
Management are currently reviewing the likely impact of the change in accounting on our financial
statements although the changes are expected to be material. For illustrative purposes only; the
tables below show how and where the adoption of IFRS 17 is expected to impact the Group's
primary statements (so no numbers are provided).
Consolidated Income Statement:
• Net Revenue
The result of our insurance activities will be shown separately from the Group's main Revenue line:
- Insurance revenue
- Insurance service expenses
Impact -
- Insurance service result
continued
Insurance
f
inance income / expense
Income
Finance income / expense will include the following items:
Statement
- Net finance expense from insurance contracts
- Net finance income from reinsurance contracts
Under IFRS 17 the Group may elect to disaggregate certain elements of finance income / expense
that arise due to changes in assumptions (such as the discount rate or inflation) and record the
impact of those changes in Other comprehensive incomce (OCI) rather than in the Income
statement.
Net expenses from reinsurance contracts
A new line will be included in the Income statement:
- Net expenses from reinsurance contracts
Co-op Annual Report & Accounts for 2022:
Accounting policies and basis of preparation
220
Standards, amendments and interpretations issued but not yet effective -
continued
Title
IFRS 17 Insurance Contracts
Consolidated Balance Sheet:
• Assets
Contract assets, which includes fulfilment costs (acquisition costs) of funeral plans, will be
included in the measurement of insurance contract liabilities and no longer recognised as an
Impact -
asset. A new line item called Reinsurance contract assets will be included in our balance
continued
sheet.
Balance Sheet
Liabilities
Contract liabilities in the balance sheet will be replaced with insurance contract liabilities.
Opening reserves
The adoption of IFRS 17 will require us to restate our opening balance sheet position as at
2nd January 2022.
Reconciliation of Operating profit to net Cashflow:
• Contract Assets
Contract assets (deferred fulfilment / acquisition costs) will be included in the measurement
Impact -
of the insurance contract liabilities. As such, the "Increase / or decrease in contract assets"
continued
line in the reconciliation of operating profit to net cashflow will no longer be required.
Reconciliation
Contract Liabilities
of Operating
The line item "Increase / or decrease in contract liabilities" will be replaced with "Increase /
profit to net
or decrease in insurance contract liabilities".
cashflow
Re-insurance contract assets
A new line item called "Decrease/(increase) in reinsurance contract assets" will be included.
Applicable to annual reporting periods beginning on or after 1 January 2023 - for the Group
Date of
this is next year’s financial statements (2023) and the first time we report under IFRS 17 will
adoption by
be at the half-year 2023.
the Group
The application is retrospective so we will be restating opening reserves as at
2 January
2022.
Co-op Annual Report & Accounts for 2022:
Accounting policies and basis of preparation
221
Going concern basis of preparation
The Directors have considered the Group’s business activities, together with the factors likely to affect its
future development, performance and position. The Directors have also assessed the financial risks facing
the Group, its liquidity position and available borrowing facilities. These are principally described in Note
21 to the accounts.
In addition, notes 21 and 28 also include details of the Group’s objectives, policies and processes for
managing its capital, its financial risk management objectives and its financial instruments and hedging
activities. The ongoing impact of the Ukraine/ Russia conflict and the UK recession have been taken into
account, as explained in more detail in the Directors’ Report.
In making their assessment the Directors have noted that the consolidated Group accounts show a net
current liability position. This is not uncommon for a retail business and represents the usual balance sheet
position for the Group and consequently the Directors do not believe that the net liability position impacts
their overall assessment of Going Concern as outlined hereafter. The Group meets its working capital
requirements through a number of separate funding arrangements, as set out in detail in Note 28, certain
of which are provided subject to continued compliance with certain covenants (Debt Covenants).
Profitability and cash flow forecasts for the Group, prepared for the period to December 2024 (the
forecast period), and adjusted for sensitivities considered by the Board to be severe but plausible in
relation to both trading performance and cash flow requirements, indicate that the Group will have
sufficient resources available within its current funding arrangements to meet its working capital needs,
and to meet its obligations as they fall due. Sensitivities have been applied to the market conditions of
each of our trading businesses, as well as applying sensitivities to our key strategic activities and in respect
to the ongoing energy cost increases, inflation and supply constraints.
Further details of the Director’s assessment can be found in the Going concern and Longer Term Viability
sections of the Directors’ report on pages 122 – 125.
After making all appropriate enquiries, the Directors have not identified any material uncertainties and
have a reasonable expectation that the Society and the Group have access to adequate resources to
enable them to continue in operational existence for the foreseeable future. For this reason, they continue
to adopt the going concern basis in preparing the Group’s financial statements.
222
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF CO-OPERATIVE GROUP LIMITED
Opinion
In our opinion:
Co-operative Group Limited’s consolidated financial statements (the “financial statements”) give a
true and fair view of the state of the Group’s affairs as at 31 December 2022 and of the Group’s
income and expenditure for the 52-week period then ended;
the financial statements have been properly prepared in accordance with UK adopted
international accounting standards in conformity with the requirements of the Co-operative and
Community Benefit Societies Act 2014;
We have audited the financial statements of Co-operative Group Limited for the period ended 31
December 2022 which comprise:
Group
Consolidated balance sheet as at 31 December 2022
Consolidated income statement for the 52-week period ended 31 December 2022
Consolidated statement of comprehensive income for the 52-week period ended 31 December 2022
Consolidated statement of changes in equity for the 52-week period ended 31 December 2022
Consolidated statement of cash flows for the 52-week period ended 31 December 2022
Related notes 1 to 35 to the financial statements, including a summary of significant accounting
policies
The financial reporting framework that has been applied in their preparation is applicable law and UK
adopted international accounting standards in conformity with the requirements of the Co-operative
and Community Benefit Societies Act 2014.
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 in accordance with the ethical requirements that are relevant to our audit of the financial
statements in the UK, including 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.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion
.
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 ability to continue to adopt the going concern basis of accounting
included:
223
We confirmed our understanding of the Group’s going concern assessment process as well as
the review process over the going concern model and management’s related Board
memorandum.
We assessed the adequacy of the going concern assessment period and considered whether
any events or conditions foreseeable after the assessment period indicated a longer review
period was required.
We obtained management’s cash flow forecasts addressing their base case and downside
scenarios and checked the arithmetical accuracy of the cash flow forecast models.
We tested the appropriateness of the key assumptions which management used within their
base case by reference to current and historic trends, external industry sources and our
internal specialists.
We obtained copies of all the facility agreements and understood the terms and conditions
including those related to covenant test ratio requirements. We modelled forecast compliance
with the covenant tests, assessed the headroom on both the leverage and interest cover ratios
and performed a reverse stress test using EY’s own sensitivities and mitigating actions,
including modelling a potential cash outflow in respect of legal matters during the period of
assessment.
We considered, for management’s downside case, the potential for historical forecasting
inaccuracies to recur and whether the downside risks captured severe but plausible changes
in key assumptions that had a higher than remote possibility of occurring.
We assessed management’s ability to execute feasible controllable mitigating actions to
respond to the downside scenario based on our understanding of the group and sector.
We assessed the appropriateness of the going concern disclosures in describing the risks
associated with the group’s ability to continue as a going concern for the review period.
We stood back and concluded on the adequacy of management’s going concern assessment
and disclosures through an overall consideration of the evidence obtained from the
procedures above.
Explanation of how we evaluated management’s assessment (included in Conclusion section above)
and the key observations arising with respect to that evaluation:
In making the going concern assessment, we have considered the following:
The Group has net current liabilities of £283m (2021: £960m), which is common in the retail industry
due to the working capital cycle. The Group has net debt of £1,639m (2021: £2,436m) of which £780m
(2021: £976m) is subject to covenant testing twice a year.
Cash generated from operating activities was £455m (2021: £178m) and was higher than the prior
period, primarily due to favourable movements in working capital balances.
We identified the following significant assumptions made by management which have influenced their
going concern assessment:
Extent to which the inflationary pressure on product costs, payroll and energy prices will be
passed through to consumers;
Extent to which pressure on consumer disposable income impacts sales volumes;
Achievement of further projected cost saving initiatives.
224
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 ability to
continue as a going concern for the period to 31 December 2024.
Our responsibilities and the responsibilities of the directors with respect to going concern are
described in the relevant sections of this report. However, because not all future events or conditions
can be predicted, this statement is not a guarantee as to the Group’s ability to continue as a going
concern. Going concern has also been determined to be a key audit matter.
Overview of our audit approach
Audit scope
We performed an audit of the complete financial information of the Food,
Wholesale, Funeral, Insurance and Corporate components and specific audit
procedures on material balances for the Legal component. Further to this, we
performed specified procedures on the Property Component and review scope
procedures on the CFS Management Services (CFSMS) and Angel Square
Investments Limited (ASIL) components.
The components where we performed full or specific audit procedures accounted
for 83.70% of Profit before tax, 99.90% of Revenue and 98.45% of Total assets.
Key audit
matters
Revenue Recognition
Supplier income
Pre-need funeral plan accounting
Impairment of Food goodwill, Food and Corporate property, plant & equipment and
right of use assets
Accounting for the sale of petrol forecourts
Group IT Environment
The going concern basis of preparation
Materiality
Overall group materiality of £48m which represents 0.5% of adjusted revenue
1
.
1
Adjusted revenue is calculated as total Group revenue less revenue generated by
the Federal Joint Buying Group (Federal per Note 1 of the accounts) as this
revenue is passed through at nil margin therefore does not represent revenue the
Group has performed services to obtain from which it derives an economic benefit
.
An overview of the scope of the Group audit
Tailoring the scope
Our assessment of audit risk, our evaluation of materiality and our allocation of performance
materiality determine our audit scope for each component within the Group. Taken together, this
enables us to form an opinion on the financial statements. We consider size, risk profile, the
organisation of the group and effectiveness of Group wide controls, changes in the business
environment, the potential impact of climate change and other factors such as recent Internal audit
results when assessing the level of work to be performed at each component.
In assessing the risk of material misstatement to the financial statements, and to ensure we had
adequate quantitative coverage of significant accounts in the financial statements, we included in our
225
audit scope all nine (2021: nine) reporting components of the Group. Our audit scope therefore
includes all the principal business units within the Group.
Of the nine components selected, we performed an audit of the complete financial information of the
Food, Wholesale, Funeral, Insurance and Corporate components (“full scope components”) which
were selected based on their size or risk characteristics. For the Legal component (“specific scope
component”), we performed audit procedures on specific accounts within that component that we
considered had the potential for the greatest impact on the significant accounts in the financial
statements either because of the size of these accounts or their risk profile. The Property component
was designated as specified audit procedures scope. The remaining two components were designated
as review scope.
The below tables summarise the coverage which has been obtained in respect of the Group’s Profit
before tax, Adjusted Revenue and Total Assets in both the current and prior audit periods.
The audit scope of the Specific scope component may not have included testing of all significant
accounts of the component but will have contributed to the coverage of significant accounts tested for
the Group.
The audit scope of the Specified procedures component will include procedures which have been
designed to address specific areas of risk within the component which will contribute to the overall risk
assessment at the Group level.
The review scope components together represent 0% of the Group’s adjusted revenue and 0.3% of
the Group’s total assets. For these components (CFSMS and ASIL), we performed other procedures,
including detailed analytical review, testing of cash balances, testing of intercompany balances for
elimination, testing of equity balances and journal entry testing. We performed this testing to respond
to the potential risks of material misstatement to the financial statements.
Current Period Coverage
Components
Profit before tax %
Adjusted Revenue
1
%
Total assets %
Full Scope Components
(5)
80.75
99.42
98.05
Specific Scope
Component (1)
2.95
0.48
0.30
Review Scope
Components (2)
0.10
0.00
0.31
Specified Procedures
Component (1)
16.20
0.10
1.34
Total
100
100
100
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Prior Period Coverage
Components
Profit before tax %
Adjusted Revenue
1
Total assets %
Full Scope Components
(5)
74.82
99.48
97.93
Specific Scope
Components (1)
19.40
0.11
1.47
Other Procedures (2)
0.40
0.00
0.32
Specified Procedures
Component (1)
5.38
0.41
0.28
Total
100
100
100
1
Adjusted revenue was calculated as total Group revenue less revenue generated by the Federal Joint
Buying Group (Federal per Note 1 of the accounts) as this revenue is passed through at nil margin
therefore does not represent revenue the Group has performed services to obtain from which it
derives an economic benefit.
Changes from the prior period
We revised our scope for the Property component from specific scope in the prior period to specified
procedures over material balances in the current period. The purpose of this component is to dispose
of and manage property on behalf of the group once assets within the wider group become non-
trading. We revised our scoping of the Legal component from specified procedures to specific scope
due to the increased contribution to Group profit which has been made by this component in the
current year. CFS Management Services was reduced to review scope, from specified procedures,
due to a reduction in the balances in the division.
Involvement with component teams
In establishing our overall approach to the Group audit, we determined the type of work that needed to
be undertaken at each of the components by us, as the primary audit engagement team, or by
component auditors operating under our instruction. Of the five full scope components, audit
procedures were performed on one of these directly by the primary audit team. The rest were
performed by component teams except for certain centrally managed balances audited directly by the
primary audit team. For the specific scope component, where the work was performed by component
auditors, we determined the appropriate level of involvement to enable us to determine that sufficient
audit evidence had been obtained as a basis for our opinion on the Group as a whole.
During the audit, an EY Group-wide team planning event was held with representatives from all full
and specific scope component teams in attendance which involved discussing the approach with the
component teams. The primary team interacted regularly with the component teams where
appropriate during various stages of the audit, discussed issues arising from their work, attended
closing meetings with component management, reviewed key working papers and were responsible
for the scope and direction of the audit process. During the current period’s audit cycle, the Food and
Funeral component teams were based together with the primary team in the Co-operative Group Head
Office in Manchester. This allowed the Group audit partner to meet regularly with the component team
during the performance of the audit. The Food team also made visits to the Wholesale component
based in Scunthorpe. The other full scope components: Funeralcare, Corporate and Insurance were
led by the Group audit partner. This, together with the additional procedures performed at Group level,
gave us appropriate evidence for our opinion on the financial statements
227
Climate change
Stakeholders are increasingly interested in how climate change will impact the Group. The Group has
determined that the most significant future impacts from climate change on their operations will be
from:
Changing regulations and UK Government targets / policies
UK commitment to the 2015 Paris Agreement and to be net zero by 2050
Increasingly competitive environment on sustainability as organisations move from aspiration
to implementation to meet agreed targets
Climate change and sustainability impacts on food sources; materials used in the business;
livelihoods and economic growth
Government plans for a transition to a greener and fairer economy
Living up to Co-operative Values and Principles
Increased awareness and changing attitudes of members, customers, suppliers and partners
These are outlined in further detail on page 65. The Group have also explained their climate
commitments on pages 40-43. The Group disclose the key physical risks relating to the impact of
flooding and extreme heat, also the wider impacts on the global food supply chain. The Group see
their key transitional risks as: Carbon pricing relating to greenhouse gas emissions, market risks and
changing customer behaviours, policy risks from new legislation and technology risks creating
required investments. All these disclosures form part of the “Other information,” rather than the audited
financial statements. Our procedures on these unaudited disclosures therefore consisted solely of
considering whether they are materially inconsistent with the financial statements, or our knowledge
obtained in the course of the audit or otherwise appear to be materially misstated, in line with our
responsibilities on “Other information”.
In planning and performing our audit we assessed the potential impacts of climate change on the
Group’s business and any consequential material impact on its financial statements.
The Group has explained in the Accounting Policies and Basis of Preparation section and in Note 11
and 13 their articulation of how they have reflected the impact of climate change in their financial
statements and forecasting.
The significant judgements and estimates currently reflect the known
impacts of climate change and will continue to be reflected in their financial models and plans to reflect
the future economic impact on their business model, operational plans and customers. Therefore, the
potential impacts of future plans are not fully incorporated in these financial statements.
Within the “other information”, the Group disclose details of their “Climate Plan” which sets out how
they are working to transition to a lower carbon future and become a net-zero business before 2040.
Our audit effort in considering the impact of climate change on the financial statements was focused
on evaluating management’s assessment of the impact of climate risk, physical and transition, their
climate commitments, the effects of material climate risks disclosed on page 63 and the significant
judgements and estimates disclosed in notes 11 and 13, also disclosed within the accounting policies
and basis of preparation section. Our audit effort also assessed whether these have been
appropriately reflected in asset values where these are impacted by future cash flows and associated
sensitivity disclosures (see notes 11, 13 and 27) following the requirements of IFRS. As part of this
evaluation, we performed our own risk assessment, supported by our climate change internal
specialists to determine the risks of material misstatement in the financial statements from climate
change which needed to be considered in our audit.
228
We also challenged the Directors’ considerations of climate change risks in their assessment of going
concern and viability and associated disclosures. Where considerations of climate change were
relevant to our assessment of going concern, these are described above.
We have not identified the impact of climate change on the financial statements to be a key audit
matter or to impact a key audit matter.
Key audit matters
Key audit matters are those matters that, in our professional judgment, 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 our opinion thereon, and we do not provide
a separate opinion on these matters.
Risk
Our response to the risk
Revenue Recognition
(2022: £11,480 million, 2021:
£11,151 million)
The timing of when revenue is
recognised is relevant to the
reported performance of the
Group. There remains
opportunity through
management override of
controls and manual journals to
misstate revenue throughout
the period.
We have determined the risk to
affect both over and
understatement in the current
year to respond to the incentive
to manipulate revenue to meet
market expectations and to
recognise the incentive to defer
profits into next year to enhance
the prospect of achieving future
bonus targets. The key areas
where this manipulation could
take place is through manual
journals into revenue or through
adjustments in relation to store
polling data close to the end of
the period.
Refer to the Audit Committee
Report (page 86); Accounting
policies (page 211); and Note 2 of
Applicable to all material revenue streams
We obtained an understanding of and documented the key processes
used to record revenue transactions by performing a walkthrough of
the processes and IT systems.
We performed analytical review procedures over revenue in the
period, comparing results with our expectations and tested
differences. In particular, we performed procedures in the month
preceding and subsequent to the period-end.
We tested whether the Group’s revenue recognition policy is in line
with the criteria in IFRS 15: Revenue from Contracts with Customers.
We performed testing around manual consolidation adjustments.
Utilizing our analytics tools, we tested manual journals to revenue
during the period and around period-end to a lower threshold and
evaluated explanations provided by management for any unexpected
fluctuations.
We adopted a fully substantive audit approach to test revenue
recognition in the year.
For all revenue streams we stood back and concluded whether the
overall balance is free from material misstatement.
Food- Store revenue
We tested manual journals relating to instances where stores
recognised revenue outside the normal automated store EPOS
process and ensured that there was no duplication of stores within the
population or unusual amounts of revenue recognised.
229
Risk
Our response to the risk
the Consolidated Financial
Statements (page 155)
The risk has been amended in the
year to focus on both
overstatement and understatement
considering the performance of the
group relative to the incentive
targets of executives.
We performed journal analysis to identify sales journals that have not
resulted in cash receipts and test a sample of these to supporting
evidence to ensure revenue has been recognised correctly.
We challenged manual adjustments made in relation to “non-polled”
store data adjustments by comparing these against averages for those
stores.
Wholesale
We tested manual journals to revenue and other transactions to the
revenue account that do not follow the expected critical path from
revenue to debtors to cash to identify material instances of
misallocation between periods.
CISL
We tested the appropriateness of recognition of deferred
consideration as revenue during the period.
Our procedures in respect of Revenue covered 99.99% of reported
Revenue.
Key Observations to the Risk and Audit Committee
Revenue has been recognised appropriately in accordance with IFRS 15: Revenue from Contracts with
Customers. We have not identified instances of management override of controls in relation to revenue.
Risk
Our response to the risk
Supplier income
Income through the year (2022:
£626m, 2021: £726m)
Income accrued at period-end
(2022: £116m, 2021: £116m)
The Group receives money
back from suppliers specifically
through the Food and
Wholesale divisions. This
supplier income is categorised
as bonus income, promotional
income and long-term
agreements (LTAs). The terms
of agreements with suppliers
can be complex and varied.
There can be performance
conditions or promotional
periods that span the Group’s
reporting date.
Due to the complexity and
judgement required in relation
to bonus income and LTA
We focussed our procedures on areas where management apply
judgement, where the processing is either manual or more complex
and where the value of agreements is high.
We held enquiries with management to understand supplier
arrangements entered in the period, with a focus on short-term
supplier arrangements given supply chain disruptions to assess risks
of material misstatement due to unusual contract arrangements or
modifications.
We performed a walkthrough of the process for recording the three
different arrangement types, additionally we tested controls over
Bonus and LTA Income. We also assessed the robustness of the
control environment for Promotional Income.
Using the data extracted from the accounting system, we tested the
appropriateness of journal entries and other adjustments to supplier
income.
For a sample of supplier income recognised during the period, we
issued direct requests to third party vendors to confirm the terms of
arrangements and sales volumes used in the calculation of the
income. We recalculated the income, and accrued income recognised
for this sample to check the completeness and existence of the
amounts.
230
Risk
Our response to the risk
income, there is a risk that a
misstatement in the calculation
of income may occur either
accidentally or purposefully
through management override
of controls and this could arise
at any time during the period.
Promotional Income relates to
short term promotions which are
less complex and settled
through offset in the period. The
risk of misstatement through the
period is reduced, however, the
risk related to manipulation at
period-end to misstate profit
remains.
The risk has been amended in
the year to focus on both
overstatement and
understatement considering the
performance of the group
relative to the incentive targets
of executives.
Refer to the Audit Committee
Report (page 86); Accounting
policies (page 211); and Note 4 of
the Consolidated Financial
Statements (page 157)
We selected a sample of period-end balances from the trade
receivables ledger and requested third party balance confirmations.
For cut-off purposes, we tested an additional sample of supplier
income recognised during December to agreement terms and volume
submissions from suppliers to ensure the related income was
recognised in the correct period.
We tested a sample of credit notes received during January 2023 and
assessed whether any of these related to arrangements in respect of
2022.
We performed analytical review procedures over supplier income
compared to cost of sales throughout the period to identify any
unusual or unexpected trends and investigated any discrepancies.
We tested provisions in place for queries and disputes by comparing
the period-end provisions to the proportion of disputes settled in
favour of vendors throughout the period and investigated the post
period-end outcome of a sample of disputes. We also investigated
aged unpaid supplier billings and ensured the provisions in place for
these amounts were sufficient.
We read management’s disclosure with respect to supplier
arrangement amounts recorded in the Income Statement and Balance
Sheet to check they were consistent with our findings.
We assessed whether management’s allocation of supplier income
earned jointly with other independent societies through the member
buying group was applied appropriately.
We stood back and concluded on the appropriateness of the
accounting for supplier income considering all our above procedures.
Our procedures in the Food and Wholesale components addressed 100%
of the Supplier Income balances during the year.
Key Observations to the Risk and Audit Committee
Promotional income, bonus income and LTA income were recognised in the correct period. We did not identify
any material misstatements through either management override, error or manipulation of the period-end figures
through manual journals.
Risk
Our response to the risk
Pre-need funeral plan
accounting
Funeral plan liabilities (2022:
£1,723m, 2021: £1,793m)
Finance cost (2022: £55m,
2021: £59m)
We understood and evaluated the key estimates in management’s
accounting policy for pre-need funeral plans. The key data points
under the accounting policy are determined to be the effective date of
plans, the cash value of the plans at inception, the cancellation or
redemption dates of plans and the accretion rate related to funeral
plan liabilities applied by management.
We performed a walkthrough of the accounting processes for pre-
need funeral plans to confirm our understanding of the way
231
Risk
Our response to the risk
Cancelled plan provision (2022:
£9m, 2021: £39m)
The accounting for pre-need
funeral plans is inherently
complex, contains several
estimations and judgements,
and involves manual processes
which are more susceptible to
misstatements.
The determination of the
accretion rate is a critical
estimate, it is applied
throughout the lifetime of the
contract until the funeral is
provided, at which time the
value that has been accreted is
recognised as revenue in the
income statement. During the
lifetime of the contract, the
increase in the value of the
liability is taken to the income
statement as a finance
expense. There is a risk of
misstatement to the valuation of
the funeral plan liability and
measurement of revenue and
finance cost recognised in the
income statement should the
accretion rate not reflect an
appropriate borrowing rate as
required under IFRS 15.
There is also a risk of a
misstatement in the
determination of the cancelled
plans due to the manual nature
of the process. Given the
estimation involved in the
determination of the accretion
rate for funeral plan liabilities,
as well as misstatements
identified in previous years due,
we have identified the risk of
error in the accounting for pre-
need funeral plan liabilities as a
significant risk.
transactions are initiated, recorded, processed, and reported. We will
test the design effectiveness of key controls within the process.
We performed testing to assess the completeness and accuracy of
data inputs to the model prepared by management to calculate the
liability accretion expense in the current period.
We used a data analytics tool to recalculate the accreted liability for all
funeral plans and assess the sensitivity of the accretion rate applied
by management.
We obtained evidence of after-date cash for a sample of plan debtors
using a lower testing threshold to confirm the plan is not cancelled.
We compared the plan debtor’s ledger at two discrete points in time to
identify non-moving plans which is an indicator of a cancelled plan.
We challenged the treatment of the adjustment required for cancelled
plans by assessing the plans against the contractual terms and
conditions for when a plan is deemed to have been cancelled.
We assessed the debtor balance amongst live plans for mismatches
between the debtor balance and associated deferred income balance.
We performed a stand-back test to assess the judgments taken
around funeral plan accounting using evidence from the above testing.
Our procedures in the Funerals component addressed 100% of the
Funeral Plan liabilities, finance costs relating to the pre-need policies and
the provision for cancelled plans.
232
Risk
Our response to the risk
In the year we have amended
the risk to exclude inappropriate
plan asset valuation this year
given the satisfactory results of
testing in the prior year. We
have also excluded the risk
associated with the assessment
of onerous contracts given the
increase in headroom. We have
amended the remaining
elements of the risk in the year
to focus on both overstatement
and understatement considering
the performance of the group
relative to the incentive targets
of executives.
Refer to the Audit Committee Report
(page
86);
Accounting
policies
(page 211); and Note 23 of the
Consolidated Financial Statements
(page 187)
Key Observations to the Risk and Audit Committee
Funeral plan liabilities and the associated finance costs are recorded in accordance with IFRS 15. Cancelled
plans were appropriately eliminated from Funeral plan debtors and Funeral plan liabilities and the residual
provision for cancelled plans was appropriate.
Risk
Our response to the risk
Impairment of Food Goodwill,
Food Store and Corporate
property, plant & equipment
and right of use assets
PPE (2022:£1,631m,
2021:£1,912m)
RoU Assets (2022:£882m,
2021:£1,086m)
Goodwill (2022:£744m,
2021:£862m)
Food Goodwill
Goodwill related to the Food
component amounted to £723m
(2021: £840m) There is a risk of
Food Goodwill
We documented our understanding of goodwill from acquisitions, the
impairment model and the assessment of indicators of impairment for
Food stores and properties in the Property division.
We performed a walkthrough on how management obtains the data to
be input into their impairment models and assessed the design of the
controls over the process.
We obtained the Food goodwill impairment test calculations, which
includes both NISA and Food goodwill and other non-current assets
and checked that the impairment test was arithmetically correct.
We involved our specialists to assess the discount rate used in the
model by management.
233
Risk
Our response to the risk
misstatement when performing
impairment assessments due to
the inherent uncertainties in
forecasting for the future effects
of the macro-economic
environment. These factors can
result in a material decline in
the valuation of intangible and
tangible assets. The macro-
economic environment is
particularly challenging at the
moment with high inflation
levels, high interest rates and
pressure on consumers from
the cost of living impact. In the
current year, the disposal of the
Petrol Forecourts stores has
removed a significant
contribution to future earnings
included in the impairment
model.
Management’s assessment of
Food Goodwill resulted in a
reduction in headroom from
£2.2bn to £0.3bn, reflecting
both the disposal of the Petrol
Forecourts and higher discount
rates.
Food Store PPE and RoU
Asset Impairment
Food Store PPE/RoUA
£2,285m (FY21: £2,583m).
The Food division operates the
Group’s largest Property, Plant
and Equipment (‘PPE’) portfolio.
During the year, management
recognised an impairment
charge of £71m (FY21: £22m).
The tougher trading
environment described above
has increased the inherent
uncertainty in forecasting future
cashflows used in the
impairment assessment.
We reconciled the group’s divisional level forecasts to the forecasts
assessed as part of our going concern and viability assessment to
check they were consistent.
Food Store and Corporate PPE/RoUA Impairment
We obtained management’s impairment indicator workings for store
and corporate assets and impairment models for those stores and
corporate properties identified with indicators of impairment. We
confirmed the integrity of data inputs including store-level cash
contribution data, listings of stores which were refitted or new in 2021
or 2022, corporate property rental income and the carrying values of
properties We also re-performed manual calculations to check these
for clerical accuracy.
We tested the composition and accuracy of the cashflow projections
prepared by management and assessed management’s forecasting
accuracy by comparing to historic outturns. We considered making
adjustments to forecasts where judgement is applied, such as for new
and loss-making stores in the Food component, as well as the macro-
economic impact on profits.
We tested the key assumptions (such as growth rates, discount rates
& perpetuity rates) by comparing to external sources and working with
our valuation specialists to compare the key assumptions to external
benchmarks.
We reconciled short term store revenue forecasts to divisional level
forecasts.
We selected a sample of stores to perform a more detailed
assessment.
For this sample, individual store performance was
compared to historical actuals and actual performance in the post year
end period.
We challenged management to provide further evidence
where short term revenue growth forecast was higher than we
expected.
We assessed and tested management’s methodology for calculating
store margins and contribution which uses historical actual ratios.
We assessed stores that were excluded from the impairment test on
the basis they were new and considered impairments where current
performance was significantly behind threshold levels.
We tested the assumptions applied in respect of the highest and best
use of corporate PPE, including the likelihood of sub-let income and
the duration of such sub-lets.
General Considerations
We read the disclosures related to key assumptions and assessed
whether reasonably possible changes to those assumptions could
give rise to an impairment.
We stood back and concluded on the assumptions used in
management’s impairment models and that the related disclosures in
the financial statements appropriately described the methods and
sensitivities applied.
234
Risk
Our response to the risk
Corporate PPE and RoU
Asset Impairment
Property PPE/RoUA
(2022:£101m, 2021: £130m)
The Corporate Property division
operates a number of non-
trading offices and commercial
buildings. The organisational
change and operational
expense savings programme
together with more flexible ways
of working has changed the
requirements for office
accommodation. There is an
increased risk that non-trading
properties may become
impaired.
The risk has been amended in
the year to include Corporate
property, plant and equipment
and right of use assets within
the risk.
Refer to the Audit Committee
Report (page 86); Accounting
policies (page 211); and Notes 11,
12 & 13 of the Consolidated
Financial Statements (page 165 -
174)
Key Observations to the Risk and Audit Committee
An impairment to the Food Goodwill was unnecessary. The impairment charge in respect of the Food
store portfolio appropriately reflects changes in forecast performance. The Corporate right of use
asset impairment has been appropriately updated to reflect the highest and best use of the asset
under IFRS 13. The disclosures related to the impairment assessments and related sensitivities are
in accordance with the requirements of IAS 36 “Impairment of Assets”.
Risk
Our response to the risk
Accounting for the disposal
of petrol forecourts (Arthur
Food Stores Limited)
Control Considerations
We read the key clauses from relevant agreements being the Sale
and Purchase Agreements (SPA), Outsourcing and Interim
Franchising Agreement (OIFA) and the CMA’s Initial Enforcement
Order and Phase 1 Investigation and assessed the impact of those on
235
Gain on disposal of Petrol
Forecourts £319m
On 30 October 2022, the Group
completed the sale of 129 petrol
forecourts, owned by Arthur
Food Stores Limited, a
subsidiary of the Group, to
Asda. The group continued to
sell products to these stores
under an Outsourcing and
Interim Franchise Agreement
with Arthur Food Stores Limited.
At the year end, the transaction
was still subject to CMA
approval. The key financial
statement risks arising from the
transaction are:
whether the Group
continued to control the
stores during the period
of the restrictions
imposed under the
CMA’s Initial
Enforcement Order;
Calculation of the gain
on disposal including
completeness of the
assets and liabilities
divested, completeness
of consideration
received and eligibility
of the substantial
shareholder exemption
to mitigate the tax
charge on the gain;
elimination of goodwill
associated with the
stores sold; and
the presentation of the
impact of the
transaction in the
financial statements.
This is a new risk in the current
year as the project has only
occurred within the current
financial period.
the accounting considerations and in particular the consideration of
which party has control of the business.
We evaluated the IFRS10 considerations relating to the exercise of
control over the disposed stores following completion of the
transaction including the Group’s power over the business, exposure
to variable returns and the ability to use its power to affect its
exposure to variable returns.
Calculation of profit on sale
We agreed consideration proceeds and working capital adjustment
payments to the bank statement and reconciled through to completion
accounts.
We assessed the closing balance sheet for evidence of Petrol
Forecourt-related asset and liability balances that should have been
derecognised and included in the calculation.
We selected a sample of journal entries relating to the disposal of
stores to assess the completeness of the derecognition of assets and
liabilities.
We tested a sample of directly attributable transaction costs to assess
if they were related to the transaction.
We considered tax implications of the transaction and involved our tax
specialists to assist us in assessing the eligibility to benefit from the
substantial shareholder exemption relief.
Elimination of Goodwill
We challenged management’s basis for the allocation of goodwill to
the disposal group. We checked that the allocation of goodwill to the
stores divested was proportionate to the value of the remaining Food
stores.
We checked that the calculation of the goodwill eliminated was based
on the total goodwill of the Food CGU.
Review of disclosures
We assessed the completeness and appropriateness of the
disclosures made in relation to the impact of the lost contribution in the
last two months of the year, the presentation of the gain on disposal
as non-underlying, non-operating income and the disposal note to
financial statements.
236
Key Observations to the Risk and Audit Committee
The derecognition of the Petrol Forecourts was consistent with the principles of control under IFRS
10 and the resulting gain on disposal was appropriately determined and presented in the income
statement.
Refer to the Audit Committee
Report (page 86); Accounting
policies (page 211); and Note 35 of
the Consolidated Financial
Statements (page 210).
Risk
Our response to the risk
Group IT Environment
There are over 600 platforms which
operate across the Group. Some of these
legacy systems are complex, have been
built up over time and there are varying
levels of integration between them. The
systems are important to the ongoing
operations of the business and to the
integrity of the financial reporting
process.
There are limitations in the functionality
of certain of the Group’s IT systems
which necessitates dependence upon
manual interventions and complex key
control account reconciliations and
workbooks between the general ledger
and sub-ledger/manual workbooks in the
financial close process. Manual
interventions are susceptible to the risk of
management bias or misstatement. The
IT limitations in the Funeralcare business
also impact the significant risk”
Accounting for pre-need funeral plans
under IFRS 15” due to the complexity of
the calculations.
ISA 315 (Revised) “Identifying and
Assessing the Risks of Material
Misstatement” became effective for the
current year which has led to additional
audit procedures being performed on
relevant IT systems in order to better
understand the IT General Controls
We involved our IT specialists to assist us in understanding
the IT systems, the level of integration between systems
and the ability to rely on IT general controls for the key
systems impacting the recording of transactions and the
presentation of the financial statements.
We enhanced the testing of manual journals posted as part
of financial close process due to limitations in the Group’s IT
systems to address the risk of inappropriate journals.
In response to the limitations in the systems which affected
the applications and databases within the scope of our
audit, we performed the following audit procedures over
information provided to us by the Group:
1) Tested a sample of transactions within the
data processed by the IT systems to
underlying source documentation to ensure
that the extracted data is accurate.
2) Tested the data extracted from the IT
systems to the general ledgers to ensure
accuracy.
3) Reconciled trial balance movement in the
period to the list of journals posted to ensure
completeness.
4) Observed and tested the input parameters
being entered to ensure appropriateness of
the data extracted from the IT systems for the
intended purpose.
5) Recalculated the computations and
categorizations performed by the IT systems
for a sample of transactions in the extracted
data report to ensure the data is accurate.
Due to the lack of systems integration and the presence of
manual interventions we tested a higher number of
237
Key Observations to the Risk and Audit Committee
We completed additional substantive testing in order to mitigate the risk of material misstatement due
to limitations in the functionality of certain of the Group’s IT systems and did not identify material
misstatements.
In the current period,
the procedures performed in respect to Revenue Recognition, Supplier Income
and Pre-need funeral plan accounting have been modified to reflect the fact that we are focussing on
both the risks of overstatement and understatement.
In relation to Pre-need funeral plan accounting, we have removed the elements of the key audit matter
in the prior period which related to inappropriate plan asset valuation and the potential for onerous
contracts under the revised IAS 37 due to a lack of complexity in the accounting, no prior history of
errors and significant headroom between plan assets and future obligations.
Our application of materiality
We apply the concept of materiality in planning and performing the audit, in evaluating the effect of
identified misstatements on the audit and in forming our audit opinion.
Materiality
The magnitude of an omission or misstatement that, individually or in the aggregate, could reasonably
be expected to influence the economic decisions of the users of the financial statements. Materiality
provides a basis for determining the nature and extent of our audit procedures.
We determined materiality for the Group to be £47.9 million (2021: £47.4 million), which is 0.5% (2021:
0.5%) of adjusted revenue. Revenue is a key performance indicator used by management to monitor
the Group’s performance and also the figure which we believe to be relevant to the members when
assessing the performance of the Group. However, we considered adjusted revenue to be a more
appropriate performance metric on which to base our materiality calculation. Adjusted revenue was
calculated as total Group revenue less revenue generated by the Federal Joint Buying Group (Federal
Sales per Note 2 of the accounts). We concluded it was appropriate to deduct Federal revenue as it is
passed through at nil margin and therefore does not represent revenue the Group has performed
services from which it derives an economic benefit.
In concluding on this benchmark, we considered that the primary users of the financial statements
were the Members. Providing services for Members and their communities, Meaningful Membership
benefits, employee discounts and charitable contributions are key performance indicators for
Members. These amounts are a function of revenue. Accordingly, we consider revenue to be a more
relevant performance benchmark than profit before tax and EBITDA. This benchmark is consistent
with the prior period.
which operate on those systems. We
determined there to be 59 systems which
are relevant systems.
The significance of the risk has remained
the same in the current period as the
prior period.
reconciling items in both complex and non-complex areas of
accounting.
We stood back and concluded whether the accounts
impacted by the weaknesses of the group IT environment
have been subject to a material misstatement in light of the
evidence obtained from our procedures.
238
During the course of our audit, we reassessed initial materiality based on the final figures used per the
financial statements and this led to an increase in our materiality levels.
Performance materiality
The application of materiality at the individual account or balance level. It is set at an amount to reduce
to an appropriately low level the probability that the aggregate of uncorrected and undetected
misstatements exceeds materiality.
On the basis of our risk assessments, including the Group’s IT environment, our assessment of the
Group’s overall control environment, conversations with the Group risk and internal audit function and
the number of audit misstatements identified in the prior period, our judgement was that performance
materiality was 50% (2021: 50%) of our planning materiality, namely £24.0m (2021: £23.7m).
Audit work at component locations for the purpose of obtaining audit coverage over significant
financial statement accounts is undertaken based on a percentage of total performance materiality.
The performance materiality set for each component is based on the relative scale and risk of the
component to the Group as a whole and our assessment of the risk of misstatement at that
component.
In the current period, the range of performance materiality allocated to components was
£4.8m to £18.0m (2021: £4.7m to £17.8m).
Reporting threshold
An amount below which identified misstatements are considered as being clearly trivial.
We agreed with the Audit Committee that we would report to them all uncorrected audit differences in
excess of £2.4m (2021: £2.4m), which is set at 5% of planning materiality, as well as differences below
that threshold that, in our view, warranted reporting on qualitative grounds.
We evaluate any uncorrected misstatements against both the quantitative measures of materiality
discussed above and in light of other relevant qualitative considerations in forming our opinion.
Other information
The other information comprises the information included in the annual report 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 this 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. If we identify such material
inconsistencies or apparent material misstatements, we are required to determine whether this gives
Starting
basis
Starting point - £11,480 million total third party
revenue
Adjustments
• Remove £1,895 million of revenue generated by
the Federal Joint Buying Group
Materiality
• Totals £9,585 million adjusted revenue
• Materiality of £47.9 million (0.5% of adjusted
revenue)
239
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 the other information, we are required
to report that fact.
We have nothing to report in this regard.
Matters on which we have been requested to report in accordance with our engagement letter
The directors have instructed us to express an opinion on whether, based on the work undertaken in
the course of the audit, the information given in the Corporate Governance Statement on page 70 is in
compliance with the following provisions: Section 2 provision 3, Section 5 provisions 1, 3, 5 and 6 of
the Co-operative Corporate Governance Code issued in November 2019 (‘the Code’). We have
nothing to report in this regard.
Matters on which we are required to report by exception
We have nothing to report in respect of the following matters in relation to which the Co-operative and
Community Benefit Societies Act 2014 requires us to report to you if, in our opinion:
• The Society has not kept proper books of account; or
• The Society has not maintained a satisfactory system of control over its transactions; or
• The financial statements are not in agreement with the books of account; or
• We have not received all the information and explanations we require for our audit
Corporate Governance Statement
International Standards on Auditing (ISAs) 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, or our knowledge obtained during the audit:
• Directors’ statement with regards to the appropriateness of adopting the going concern basis of
accounting and any material uncertainties identified set out on page 122;
• 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 124;
• Directors’ statement on fair, balanced and understandable set out on page 129;
• Board’s confirmation that it has carried out a robust assessment of the emerging and principal risks
set out on page 129;
• The section of the annual report that describes the review of effectiveness of risk management and
internal control systems set out on pages 58-60; and;
• The section describing the work of the audit committee set out on page 86
240
Responsibilities of directors
As explained more fully in the directors’ responsibilities statement set out on page 129, 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 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 to cease
operations, or have no realistic alternative but to do so.
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.
Explanation as to what extent 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 irregularities, including fraud.
The
risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one
resulting from error, as fraud may involve deliberate concealment by, for example, forgery or
intentional misrepresentations, or through collusion.
The extent to which our procedures are capable
of detecting irregularities, including fraud is detailed below.
However, the primary responsibility for the prevention and detection of fraud rests with both those
charged with governance of the Group and management.
We obtained an understanding of the legal and regulatory frameworks that are applicable to
the group and determined that the most significant are the direct laws and regulations relating
to elements of company law and tax legislation, and the financial reporting framework i.e. UK-
adopted international accounting standards in conformity with the requirements of the Co-
operative and Community Benefit Societies Act 2014. Our considerations of other laws and
regulations that may have a material effect on the financial statements include the Groceries
Supply Code of Practice (GSCOP), FCA Disclosure Guidance and Transparency Rules
(DTR), the UK Corporate Governance Code 2018, Health and Safety at Work Act 2015,
National Minimum Wage Act 1998, Food Hygiene Regulations 2006, Money Laundering
Regulations 2019, Network and Information Systems (NIS) Regulations 2018 and The Funeral
Plan: Conduct of Business sourcebook (FPCOB) issued by the Financial Conduct Authority
(FCA).
We understood how the Group is complying with those frameworks by making enquiries with
management, internal audit, and those responsible for legal and compliance matters. We also:
read correspondence between the Group and various UK regulatory bodies; inspected
minutes of the Board and Risk and Audit Committee; and gained an understanding of the
Group’s approach to governance. This final point was demonstrated by the board of directors’
approval of the governance framework and its review of the risk management framework and
internal control processes. Throughout the above procedures we noted that there was no
contradictory evidence to the enquiries held.
241
We assessed the susceptibility of the group’s financial statements to material misstatement,
including how fraud might occur by the entity, or that might otherwise seek to prevent, deter or
detect fraud. We also considered areas of significant judgement including complex
transactions, performance targets, economic or external pressures and the impact that these
have on the control environment. Where the risk was considered to be higher, we performed
audit procedures to address each identified fraud risk, refer to the Key Audit Matters section
for further details. Our procedures in response to fraud risk included involvement of our
Forensic specialists to support our journal entries testing with a specific focus on searching for
patterns susceptible to fraudulent activities and testing of journals designed to provide
reasonable assurance that the financial statements were free from fraud or error.
Based on this understanding we designed our audit procedures to identify non-compliance
with such laws and regulations. For laws and regulations having a direct impact on the
financial statements, we considered the extent of compliance with those laws and regulations
as part of our procedures on the related financial statement items. For both direct and other
laws and regulations, our procedures involved; making enquiries with those charged with
governance, senior management and internal legal counsel for their awareness of non-
compliance with laws and regulations, inquiring about policies that have been established to
prevent non-compliance with laws and regulations by officers and employees, inquiring about
the Society’s methods of enforcing and monitoring compliance with such policies, inspecting
significant correspondence with regulatory authorities and making inquiries with external legal
counsel. We involved EY forensics specialists to assist with designing appropriate audit
procedures. We communicated relevant items from these procedures to the relevant
component teams who performed sufficient and appropriate audit procedures on these areas,
supplemented by audit procedures performed at the Group level.
The Group has disclosed in Note 30 that a claim has been received in respect of an historic
transaction to dispose of certain former Somerfield stores. We inspected documentation
prepared by management, the in-house legal counsel and management’s external legal
advisors both at the time of the transaction and in the current period. We discussed the nature
of the claim and the basis for the disclosure presented in Note 30 with management and
members of the Risk and Audit Committee.
During the year new regulation was introduced by the Financial Conduct Authority relating to
the Funeral Plan industry. The Group responded to the new requirements by transferring its
pre-need funeral plan assets and liabilities into a new entity, establishing a new and separate
governance organisation and increased monitoring of compliance with the regulatory
requirements. During this transitional period, management continue to address internal control
improvements and IT systems developments to strengthen the effectiveness of the control
environment. We enquired of members of Funeral management and the Funeral Business,
Risk and Audit Committee members to understand the policies and procedures implemented
to prevent non-compliance with the new regulatory requirements. We also inspected
correspondence with the regulatory authority regarding the new requirements.
A further description of our responsibilities for the audit of the financial statements is located on the
Financial Reporting Council’s website at
https://www.frc.org.uk/auditorsresponsibilities
. This
description forms part of our auditor’s report.
242
Other matters we are required to address
Following the recommendation from the Risk and Audit Committee we were appointed by the Society
on 21 May 2016 to audit the financial statements for the 52-week period ending 31 December 2016
and subsequent financial periods. The period of total uninterrupted engagement including previous
renewals and reappointments is 7 periods, covering the 52-week periods ending 31 December 2016, 5
January 2019, 4 January 2020, 2 January 2021, 1 January 2022, 31 December 2022 and one 53-
week period ending 6 January 2018.
The non-audit services prohibited by the FRC’s Ethical Standard were not provided to the Group and
we remain independent of the Group in conducting the audit.
The audit opinion is consistent with the additional report to the Risk and Audit Committee.
Use of our report
This report is made solely to the Society’s members, as a body, in accordance with Section 87 of the
Co-operative and Community Benefit Societies Act 2014 and our engagement letter dated 13 January
2021. Our audit work has been undertaken so that we might state to the Society’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 Society
and the Society’s members as a body, for our audit work, for this report, or for the opinions we have
formed.
Ernst & Young LLP
Statutory Auditor
Manchester
4 April 2023
Co-op Annual Report & Accounts for 2022:
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243
Jargon Buster (unaudited)
The table below explains in simple terms how the APMs are calculated and why we think they are useful
measures to use. Where possible we also call out the nearest equivalent IFRS measure and cross-refer to the
section of the financial statements where we reconcile between the APM and that IFRS measure.
We've introduced 2 new APMs this year in EBITDA and underlying EBITDA (see tables overleaf for definition).
These new metrics are in addition to our usual APMs that we referred to last year. The Group's primary APM
is Underlying profit / (loss) before tax. As defined overleaf; EBITDA is a measure of operating profit before
depreciation and amortisation and we've introduced these metrics this year as we believe it will help our
members to further understand how our businesses have performed. The metrics remove the impact of the
Group's historic capital expenditure profile which has changed significantly in recent times and so it gives the
reader additional useful information on our current performance.
There are lots of technical words in our accounts which we have to use for legal and accounting reasons.
We’ve set out some definitions in the jargon buster table below to help you understand some of the difficult
phrases accountants like to use. When a word is in bold in the jargon buster table that means you can also
find the definition of that word in this table.
There is also a “What does this show?” introduction to every note to the accounts describing in simple terms
what the note is trying to show.
Initially though we define and explain some of the Alternative Performance Measures (APMs) that we use
throughout the Annual Report and Accounts.
Alternative Performance Measures (APMs)
Our Annual Report and Accounts includes various references to Alternative Performance Measures (APMs).
These are financial ratios and metrics that are not defined by International Financial Reporting Standards
(IFRS) and as such they may not be comparable with the APMs that are reported by other entities.
We include our APMs in the Annual Report and Accounts as we think they give useful information to our
members to help them better understand the underlying performance and financial health of their Co-op. We
don’t however think the APMs that we provide are better than the statutory measures noted under IFRSs and
they are not meant to replace them.
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244
Alternative Performance Measures (APMs)
continued
APM
Like-for-like sales
Underlying
operating profit
before tax
Definition and Purpose:
Underlying operating profit reflects our operating profit before the impact of property and
business disposals (including individual store and branch impairments), the change in the
value of investment properties and one-off items.
We exclude these items as they are not generated by our day-to-day trading and by excluding
them it is easier for our members to see and understand how our core businesses are
performing.
Closest IFRS equivalent:
Operating Profit.
Where reconciled in the financial statements:
Income statement and Note 1 (Operating segments).
Definition and Purpose:
Like-for-like sales growth relates to growth in sales at those Food stores that have been open
for more than one year (with any sales from stores that have closed in the year being
removed from the calculation and prior year figures).
The calculation includes VAT on sales but excludes fuel sales from our petrol forecourts. For
Wholesale then the like-for-like metric relates to those partners (stores) that have been with
Co-op for more than one year (with any sales from partners who have left in the year being
removed from the calculation).
The measure is used widely in the retail sector as a relative indicator of current trading
performance versus the prior year. It is also helpful to our members in comparing our
underlying performance and growth against the wider market as well as against other
retailers (as it removes the impact that opening and closing stores may have on absolute sales
levels).
Closest IFRS equivalent:
There is no close equivalent to this measure under IFRS.
Where reconciled in the financial statements:
Not applicable as there is no close equivalent to this measure under IFRS.
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245
Alternative Performance Measures (APMs)
continued
APM
Underlying profit
/ (loss) before tax
(PBT)
EBITDA
(Earnings before
interest, taxation,
depreciation and
amortisation)
Definition and Purpose:
EBITDA is calculated by adding back depreciation and amortisation charges to Operating
profit. Operating profit is stated before interest charges and taxation.
EBITDA is a non-GAAP measure of performance which helps us to understand the profits
our business segments are generating before capital investment and interest charges.
Closest IFRS equivalent:
There is no close equivalent to this measure under IFRS.
Where reconciled in the financial statements:
Note 1 (Operating segments).
Definition and Purpose:
Our underlying PBT figure is simply our underlying operating profit (as calculated above)
less our underlying interest (being the day-to-day interest we pay on our bank
borrowings and lease liabilities).
Other interest income or expense such as our net interest income or expense on funeral
plans is either not generated by our day-to-day trading or is not considered by
management in the day-to-day running of the business as it distorts the underlying
trading performance of the Group. Such items are not included in our underlying PBT
metric so it is easier for our members to see and understand how our core businesses
are performing.
Again the measure looks to remove those items that are not generated by our day-to-
day trading (as per the definition noted above) but we also include the day-to-day
finance costs of running of our businesses.
Closest IFRS equivalent:
Profit before tax.
Where reconciled in the financial statements:
Note 1 (Operating segments).
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246
APM
Underlying
EBITDA
Net debt
(interest bearing
loans and
borrowings only)
Total debt
(including lease
liabilities)
Definition and Purpose:
Underlying EBITDA is calculated by adding back depreciation and amortisation charges to
Underlying operating profit. Underlying operating profit is another one of our APMs and
is defined in the table above. It is stated before interest charges and taxation.
Underlying EBITDA is a non-GAAP measure of performance which helps us to understand
the underlying profits our business segments are generating before capital investment
and interest charges.
Closest IFRS equivalent:
There is no close equivalent to this measure under IFRS.
Where reconciled in the financial statements:
Note 1 (Operating segments).
Definition and Purpose:
Net debt is made up of our of bank borrowings and overdrafts off-set by our cash
balances. The figure excludes any lease liabilities.
The metric provides a useful assessment of the Group’s overall indebtedness which in
turn reflects the strength of our balance sheet and consequently the financial resources
available to us to employ and direct on behalf of our members.
Closest IFRS equivalent:
Interest bearing borrowings less cash and cash equivalents.
Where reconciled in the financial statements:
Consolidated statement of cashflows.
Definition and Purpose:
Total debt is made up of our of bank borrowings and any lease liabilities that we have. It
excludes any cash or cash equivalent balances that we may hold.
The metric provides a measure of the Group’s gross indebtedness.
Closest IFRS equivalent:
Interest bearing loans and borrowings plus lease liabilities.
Where reconciled in the financial statements:
Consolidated statement of cashflows.
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247
Jargon Buster (unaudited)
Accounting surplus
(pensions)
Accrued income
Amortisation
Asset
Assets held for sale
Associate
Balance sheet
Banking Syndicate
Benefit payments
(pensions)
Capital expenditure
Cash flow statement
Cash Generating
Unit (CGU)
Commitments
A CGU is the smallest identifiable group of assets that generate cash inflows that are
largely independent of the cash inflows from other assets or groups of assets. For our
Food business this is defined as an individual store, and for our Funeral’s business this
is defined as a regional care centre and the funeral branches which it serves as they
are heavily interrelated.
Where we’ve committed to spend money on something (such as building projects)
but we’re not technically liable to pay for it, we don’t put the amount on the
balance
sheet
but we disclose the amount in the commitments note.
When we have significant influence over a company (usually by owning 20-50% of a
company’s shares and/or having a seat on its Board), we call that company an
associate.
This shows our financial position – what
assets
we have and the amounts we owe
(
liabilities
).
We have an agreement in place with a collection of banks (known as our Banking
Syndicate) that gives us quick access to borrowings should we need them.
This is the amount our pension funds pays out to pensioners.
When we spend money on items that will become
assets
(such as property or IT
systems) this is shown as capital expenditure. The costs are not shown in the
income
statement
of the year it’s spent – instead the costs are spread over the life of the
asset
by
depreciation
or
amortisation
.
This shows how much cash has come in or gone out during the year and how we’ve
spent it.
When a pension scheme has more
assets
than the amount it expects to pay out in the
future (the
present value
of its
liabilities
) then it has an accounting surplus.
When we’ve performed a service but haven’t billed the customer yet, we hold the
amount due on the
balance sheet
as accrued income. Once we bill the customer the
balance is then moved to
receivables
.
Similar to
depreciation
, but for
intangible assets
.
This is an amount on our
balance sheet
where we expect to get some sort of benefit
in the future. It could be a building we use or are planning to sell, some cash or the
amount of money a customer owes us.
Sometimes we have to sell things. When we’ve decided to make a large
disposal
before the year end but the asset hasn’t been sold yet, we have to show it in this line
on the
balance sheet
and reduce its value (
impairment
) if necessary.
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Comprehensive
income
Consolidated
Contingent asset
Contingent liability
Contract assets
Contract liabilities
Corporate investor
shares
Credit
Current
Current tax
Debenture
Debit
Debt
Deferred consideration
Deferred income
Deferred tax
Defined benefit
schemes
Loans that we’ve issued and are paying interest on.
This is an amount we’ll be paying to a seller for businesses we’ve bought or an
amount we’ll be getting from a buyer for businesses that we’ve sold.
Occasionally we receive monies (or recognise
deferred consideration
following the
sale of a business) in advance of when we will actually perform the service we are
being paid for. When this happens we hold a
liability
on our
balance sheet
until the
point at which we perform the service at which point we extinguish the
liability
and
recognise the income.
Sometimes our
assets
and
liabilities
are worth more or less on our
balance sheet
than they are for tax purposes. The tax on the difference in value is called deferred
tax and can be an
asset
or
liability
depending on whether the value is greater in the
balance sheet
or for tax purposes.
This is a pension scheme where an amount is paid out to an employee based on the
number of years worked and salary earned.
This is a decrease in income/increase in costs on the
income statement
or a
decrease in a
liability
/increase in an
asset
on the
balance sheet
.
This is our profit for the year plus
other comprehensive income
.
As this report is based on the financial performance and position of many societies
and companies around
the Group
, we have to add up all those entities and the
total is the consolidated position.
This is an amount that we might get in the future. Unless it’s almost certain that
we’ll get the amount, we’re not allowed to put it on the
balance shee
t but we show
the amount in the
commitments
and contingencies note.
This is an amount that we might have to pay in the future. If it’s only possible,
rather than probable, that we’ll have to pay the amount, then we won’t show the
amount on the
balance sheet
but we show the amount in the commitments and
contingencies note.
These are costs we’ve incurred in advance of being entitled to receive payment
from a customer under a contract, such as costs incurred in setting up a
funeral
plan
. We hold these on the
balance sheet
until we’ve delivered all the services to
our customer and are entitled to receive payment.
This is where a customer has paid us in advance of them receiving goods or services
under a contract (for example, a
funeral plan
). We have to hold this on the
balance
sheet
until the customer receives the service they’ve paid for.
This is money that other
societies
invest with us and we pay them interest on it.
The
societies
can get their money back at any time.
This is an increase in income/reduction in costs on the
income statement
or an
increase in a
liability
/reduction in an
asset
on the
balance sheet
.
An
asset
or
liability
that is expected to last for less than a year.
This is the amount we expect to pay in tax for the year based on the profits we
make.
This is a type of loan that we’ve issued and are paying interest on.
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249
Defined contribution
schemes
Depreciation
Derivatives
Discontinued
operations
Discount rate
Discount unwind
Discounting
Disposals
EBITDA
Effective tax rate
(ETR)
Equity
Eurobond Notes
Expected credit losses
Fair value movement
Federal
Finance costs
Every year the amount that we’re
discounting
is going to be worth more as we get
nearer to paying or receiving it. We have to put that increase in value (the
discount
unwind
) through our
income statement
.
When we have to pay or receive cash in the future, accountants like to take off part of
the amount if it’s a big amount (like on our
onerous leases
). This is because cash we
pay or receive in the future is going to be worth less than it is now – mainly because
of inflation.
There are some things on our
balance sheet
which we have to revalue every year.
This includes some of our
debt
,
investment properties
, our pension schemes and
funeral plans
. The change in value is called the fair value movement.
Federal relates to the activities of a joint buying group that is operated by
the Group
for itself and other independent co-operative societies.
The Group
acts as a
wholesaler to the other independent co-operatives and generates sales from this. This
is run on a cost recovery basis and therefore no profit is derived from its activities.
This is separate to our
Wholesale
business.
These are usually the interest we pay on our
debt
, but can also be other things such as
the
fair value movement
on our
debt
or the
discount unwind
of
liabilities
.
When we have sold an
asset
.
This is
operating profit
excluding any
depreciation
or
amortisation
. The letters stand
for earnings before interest, tax,
depreciation
and
amortisation
(see APM section at
the start of the Jargon Buster for further details).
This is the average tax rate we pay on our profits. This might be different to the
standard corporation tax rate, for example, if we aren’t allowed to deduct some of
our costs for tax purposes.
This is the difference between the
assets
we own and the
liabilities
we owe –
theoretically, this is how much money would be left for our members once every
asset
is sold and every
liability
is paid.
This is our largest, fixed interest
debt
that we pay interest on to fund our businesses’
operations.
This is an estimate of the amount of our
receivables
which will not be repaid.
This is a pension scheme where an amount is paid into the scheme and at retirement
the employee draws on the amount that has been invested over the years.
Some
assets
the Co-op will have for a while (such as vehicles). When we buy them the
cost goes on our
balance sheet
and then
depreciation
spreads the cost of the
asset
evenly over the years we expect to use them in the
income statement
.
These are financial products where the value goes up or down based on an underlying
asset
such as currency, a commodity or interest rate.
When we sell a large business, we report its results at the bottom of the
income
statement
so that it’s easier for readers to see the performance of
the Group’s
other
continuing businesses.
This is the amount that we are
discounting
by. It’s a percentage and varies based on
what we expect interest rates or inflation to be in the future.
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Finance income
Finance lease
Financial Conduct
Authority (FCA)
Financial instruments
Financial Reporting
Council (FRC)
First Mortgage
Debenture Stock
Franchise
Fuel
Funds in use invoice
discounting facility
Funeral plans
Funeral plan
investments
GAAP
Goodwill
(the) Group
Hedging
IAS
IFRIC
IFRS
This is a small
debt
we owe that is secured against some properties – a bit like a
mortgage.
This mainly relates to the interest on our pension assets and the
unrealised gains on
funeral plan investments
, but can also be other things such as the
fair value movement
on our
debt
or the
discount unwind
of
receivables
.
A finance lease is a way of providing finance. Effectively a leasing company (the lessor or
owner) buys the asset for the user (usually called the hirer or lessee) and rents it to them
for an agreed period.
The FCA regulates the financial services industry in the UK.
A collective term for
debt
or
derivatives
that we have.
The FRC regulate auditors, accountants and actuaries and they set the UK’s Corporate
Governance and Stewardship codes.
Sometimes we agree to partner with independent food retailers in an mutually
beneficial arrangement whereby Co-op supply the retailer with goods and retail
expertise and support (including Co-op branding) through a franchising agreement but
we do not own the store or business and it is still run by the independent retailer.
Refers to fuel sales generated from our petrol forecourts.
Invoice discounting is an arrangement with a finance company so that we can be paid for
amounts we are owed on invoices earlier than the date our customers are due to pay us.
‘Funds in use’ is just the term for the amount we owe to the finance company.
Our customers may not want their family to pay a large single sum for a funeral when he
or she dies. Therefore, the customer can pay for it gradually or in lump sums over a
number of years and
the Group
will invest that money.
When a customer gives us money for their funeral in the future, we invest this money.
The balance of these investments is held on the
balance sheet
.
When we buy a business or a group of
assets
, sometimes we pay more for it than what
its assets less
liabilities
are worth. This additional amount we pay is called
goodwill
and
we put it on our
balance sheet
.
This is Co-operative Group Limited and all companies and societies that it owns.
Sometimes we want to protect ourselves in case we have to pay more in the future for
something. This could happen if the value of the pound falls so we have to pay more
when buying something abroad or if interest rates go up. We take out
derivatives
to
protect us from this and this process is known as hedging.
International Accounting Standards.
The Group
use these as the accounting rules. There
are many different
IAS
s that cover various accounting topics (e.g. IAS 38 is for
intangible
assets
).
International Financial Reporting Interpretations Committee. These are interpretations
of
IAS
s or
IFRS
s that the
Group
also has to abide by.
International Financial Reporting Standards. Similar to
IAS
, but cover different subjects.
GAAP stands for Generally Accepted Accounting Principles. This is the common set of
accounting principles, standards and procedures that companies must follow.
Sometimes, companies want to provide different measures to help readers understand
their accounts (such as underlying profit) where there isn’t a standard definition – these
measures are called
Non-GAAP
measures.
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Impairment
Income statement
Intangible asset
Interest rate swaps
Inventories
Inventory provision
Investment
properties
Invoice discounting
facility
Lease Liability
Liability
Like-for-like sales
Listed debt securities
Member payments
Member rewards
Net assets
Net debt
Net operating assets
Non-current
Non-GAAP measure
GAAP stands for Generally Accepted Accounting Principles. This is the common set of
accounting principles, standards and procedures that companies must follow.
Sometimes, companies want to provide different measures to help readers understand
their accounts (such as underlying profit) where there isn’t a standard definition –
these measures are called non-GAAP measures.
These are the benefits that members have earned for themselves during the year as
part of the 2% membership offer.
Same as
equity
.
This is the
debt
we have less any cash that we might have.
Net assets
less investments,
funeral plans
,
deferred tax
,
pension surplus
and drawn
debt
.
An
asset
or
liability
that is expected to last for more than one year.
Sometimes our
assets
fall in value. If a store, branch, business or investment is not
doing as well, we have to revalue it and put the downward change in value as a cost in
our
income statement
.
People can trade some of our
debt
such as the
Eurobonds
. When this is the case, it’s a
listed debt security.
This is an amount we’ve paid our members in the year and approved at the AGM such
as dividends.
This not only shows our income as the name suggests, but also what our costs are and
how much profit we’ve made in the year.
Invoice discounting is an arrangement with a finance company so that we can be paid
for amounts we are owed on invoices earlier than the date our customers are due to
pay us.
This represents the discounted future payments we are due to make to suppliers in
exchange for the right to use their equipment or property.
This is an amount on our
balance sheet
which we’ll have to pay out in the future.
The measure of year-on-year sales growth for stores that have been opened for more
than one year. This is a comparison of sales between two periods of time (for example,
this year to last year), removing the impact of any store openings or closures.
We have
assets
at the Co-op that we can’t see or touch which are shown separately to
other
assets
. These include things like computer software and
goodwill
.
We like to know what interest we’re going to be paying in the future so we can
manage our businesses effectively. We enter into arrangements with banks so that we
can do this – for example, if we have debt where the interest rate can vary, we can buy
an interest rate swap which means that instead we’ll pay a fixed rate of interest. The
value of these swaps can go up or down depending on how the market expects
interest rates to change in the future.
This represents the goods (the stock) we’re trying to sell. The cost of this is shown on
our
balance sheet
.
If some of our stock isn’t selling, we write those costs off to the
income statement
and
hold a
provision
against those goods on the
balance sheet
.
Properties that we don’t trade from, and which we might rent out or hold onto
because the value might go up, are called investment properties.
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252
One-off items
Onerous leases
Operating profit
Operating segments
Other comprehensive
income
Parent
Payables
PAYE
Pension interest
Performance
obligations
Prepayment
Present value
Provisions
Realised gains
Receivables
Related party
Items that are not regular in size or nature and would otherwise cloud the underlying
profitability of
the Group
are stripped out. This could include a large IT project or a
large restructuring exercise.
When we close a store we sometimes still have to pay running costs until the lease
runs out (such as rates). When this happens, we make a
provision
for the amount of
the running costs we will have to pay in future and hold this on the
balance sheet
.
Rental costs are excluded from this
provision
now we have adopted
IFRS
16 (Leases) as
those costs are included in the
lease
liability
.
This is our profit before we have to pay any interest to our lenders or tax to the tax
authorities. It is also stated before any net finance income / (costs) from funeral plans.
This is an accounting term for the different businesses we have. When the financial
performance of one of our businesses is reviewed separately from the other businesses
by our Board, we call that business an operating segment and its sales and profit are
disclosed in Note 1.
This is a
liability
, but one where we’re unsure what the final amount we have to pay
will be and when we’ll have to settle it. We use our best estimate of the costs and hold
that on the
balance sheet
.
Sometimes we have big
fair value movements
on long term
assets
and
liabilities
. The
income statement
is meant to show the performance during the year, so to avoid this
being distorted by these big changes, they are shown separately as other
comprehensive income.
This is the owner of a
subsidiary
.
This is when we sell an
asset
for a profit.
When someone owes us some money, we hold that amount as a receivable on our
balance sheet.
This is a company or person that is closely linked to the Co-op. It’s usually a member of
our Board or Executive or their close family plus companies such as our
associates
and
joint ventures
.
Another name for
liabilities
.
Pay As You Earn. A tax which is paid on wages.
This is the interest that we’re allowed to show in our
income statement
and is the
discount rate
used to
discount
the pension
liabilities
multiplied by the pension surplus
or deficit last year.
These are promises to provide distinct goods or services to customers.
When we pay in advance for a cost which relates to services that will be received over
a future period of time (for example, rent or insurance), we hold that cost on our
balance sheet
as a prepayment and then spread the cost over the period of the service.
This is the value of a future cost or income in today’s money and is arrived at by
discounting
.
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253
Remeasurement
gains / losses on
employee pension
schemes
Repayment notes
Reserves
Restated
Retained earnings
Retirement benefit
obligations
Return on plan assets
(pensions)
Revaluation reserve
Revolving Credit
Facility (RCF)
Right of use asset
(ROU)
ROCE
Sale and leaseback
Sensitivity analysis
Share capital
Society
Subsidiary
Supplier income
This is an
asset
that we don’t own legally, but which we lease from another party. The
asset
represents the value the Co-Op has in being able to use the
asset
over the length
of a lease contract.
Return on capital employed. This is based on our underlying profit we make in the
year divided by the net operating assets we have.
This is when an
asset
is sold to a third party and then immediately leased back under a
lease agreement. For the Co-op, this usually relates to the sale of a building such as a
store.
Sometimes our agreements with suppliers mean they will give us money back based
on the amount of their products we buy and sell. We call this supplier income.
When an item on our balance sheet varies in value from year to year based on some
estimates that we make, we show a sensitivity analysis which shows you how much
the asset or liability would change by if we were to change the estimate.
This is the amount of money that our members have paid us to become members less
any amounts that we’ve repaid to them when they cancel their membership.
The Co-operative Group Limited is a registered co-operative society. We sometimes
refer to our collective whole as ‘
the Group
’ or ‘the Society’ and the terms are broadly
interchangeable.
This is a company or
society
that is owned by another company.
There are lots of assumptions that are used when valuing pensions. If those
assumptions change this can have a big effect on the size of the pension
asset
or
liability
. So that we don’t distort the
income statement
, this effect is shown in
other
comprehensive income
.
This is a type of loan, which we repay either in instalments or in a lump sum at the end
of the loan.
This is the income our pension
assets
have generated in the year.
When we revalue a property upwards, we’re not allowed to put this
unrealised gain
through our
income statement
or within
retained earnings
as law dictates that this
can’t be distributed to members until the property is sold. It’s then ring-fenced as a
specific reserve.
This is money that our lenders have agreed we can borrow if we need to. It works a bit
like an overdraft.
Sometimes we change the numbers that we showed in last year’s accounts. This might
be because we have changed where or how we record certain things or it could be
that we have corrected an error. There are strict rules around what can be changed
and when we make changes we explain why in the accounting policies.
This is all the profits we’ve made since the beginning of time for the Co-op that have
not yet been paid out to members.
Another term for our pension
liabilities
.
This is the amount of
equity
we have, but excluding any
share capital
.
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254
Underlying interest
Unrealised gains
Unrealised gains –
funeral plans
Wholesale
Work in progress
This is the day-to-day interest we incur on our bank borrowings and
lease liabilities
and is what management consider in the day-to-day running of our Co-op. Non-
underlying interest are those items that are not generated by our day-to-day trading or
are not considered by management in the day-to-day running of the business (such as
the interest on
funeral plan liabilities
or the
fair value movement
on
the Group’s
quoted
debt
and
interest rate swaps
).
An
asset
may have gone up in value, but we’ve not sold it. If this is the case, the profit
from the gain is unrealised as we’ve not sold the
asset
yet.
The
funeral plan investments
which we hold on behalf of our customers attract
interest and bonus payments each year (depending upon market conditions). The gains
or losses in the
fair value
of the plan investments is recognised within finance income
/costs each year.
The Group’s operating segment
(trading Division) that sells direct to other retailers
(rather than to individual members of the public). This primarily relates to the business
we operate after we bought Nisa but it also includes any franchise stores. Wholesale is
separate to our
Federal
segment.
These are
assets
that we’re in the middle of building. They’re on our
balance sheet
as
we’ve spent money already building them, but they aren’t ready for us to use them yet
so we’re not
depreciating
them.
Co-op Annual Report & Accounts for 2022:
Five year summary (unaudited)
Five year summary (unaudited)
£m
2022
2021
2020
2019
2018
Revenue
Food
7,805
7,671
7,765
7,505
7,274
Wholesale
1,439
1,386
1,577
1,423
983
Funerals
271
264
272
272
283
Insurance (marketing and distribution)
24
34
6
-
-
Legal
46
39
37
39
34
Federal
1,895
1,756
1,813
1,613
1,532
Other businesses & Costs from Support functions
-
1
2
12
56
Total revenue
11,480
11,151
11,472
10,864
10,162
Underlying (loss) / profit before tax
Food
139
156
350
283
204
Wholesale
22
7
6
(10)
(21)
Funerals
16
12
16
12
23
Insurance (marketing and distribution)
8
15
(2)
-
-
Legal
8
5
4
6
2
Other businesses & Costs from Support functions
(93)
(95)
(139)
(118)
(111)
Underlying segment operating profit
100
100
235
173
97
Underlying net interest expense on lease liabilities
(76)
(76)
(72)
(74)
-
Underlying interest
(55)
(56)
(63)
(64)
(64)
Underlying (loss) / profit before tax
(31)
(32)
100
35
33
EBITDA (i)
Underlying segment operating profit (above)
100
100
235
173
97
Depreciation (plant, property and equipment)
244
254
250
252
256
Depreciation (right-of-use assets)
119
122
113
110
-
Amortisation
27
29
17
17
15
Underlying segment EBITDA (i)
490
505
615
552
368
Insurance (underwriting business) - (iii)
Revenue
-
12
273
315
323
Underlying PBT
-
(1)
19
(10)
(1)
Profit / (loss) on discontinued operation
67
13
5
(16)
(230)
Other performance items
2% Member reward (iv)
(20)
(21)
(45)
(59)
(60)
2% Community reward (iv)
(18)
(19)
(13)
(11)
(12)
Profit / (loss) after tax - continuing operations
243
32
72
49
66
ROCE (ii)
3.1%
3.2%
8.1%
6.0%
4.7%
Balance sheet items
Total assets
8,229
9,180
8,986
9,913
9,547
Group net debt (excluding IFRS 16 leases)
(333)
(920)
(550)
(695)
(796)
Group net debt (including IFRS 16 leases)
(1,639)
(2,436)
(1,975)
(2,165)
-
Total equity
2,718
2,939
2,669
2,685
3,061
Net debt: EBITDA ratio (excluding leases)
0.68
1.82
0.89
1.26
2.16
Net debt: EBITDA ratio (including leases)
3.34
4.82
3.21
3.92
-
Total pension assets
7,124
11,452
11,708
11,168
10,271
Total pension liabilities
351
(9,194)
(9,854)
(9,304)
(8,412)
Total net surplus
7,475
2,258
1,854
1,864
1,859
Business-specific measures
Total Food like-for-like sales increase
3.2%
-2.9%
6.9%
1.9%
4.4%
Number of Food stores
2,377
2,584
2,613
2,611
2,582
Total Food sales area ('000 sq ft) (ii)
7,685
8,276
8,407
8,327
8,292
Number of At-need funerals sold
93,867
90,731
100,943
90,630
95,363
Number of Pre-need funerals sold
16,774
44,751
42,497
49,066
55,593
Number of Funeral homes
818
830
840
998
1,049
(i) See Jargon buster on page 243 for definition.
(ii) Quoted across all years excluding petrol forecourt area but including in-store space at those sites with a petrol forecourt.
iii) Our Insurance underwriting business has been held as a discontinued operation from 2018 and was sold on 3 December 2020.
iv) Our membership proposition was updated from October 2020 such that member and community rewards are earned at 2% each (so 4% in
total) on own brand purchases (prior to that it was 5% and 1% respectively).
255