At the heart of

British supply chains

Annual report and accounts 2022

Our purpose

Great people delivering sustainable supply chain value.

Our strategic ambitions

Already underway, transforming who we are and how we work.

Environmental

Building the road to net-zero

by 2040: a commitment to

being the leading supply

chain partner of net-zero

solutions for fleet, property

and waste.

Social

Celebrating diversity,

fostering a safe, empowering

and inclusive workplace and

supporting the communities

in which we operate.

Governance

Ensuring direction and

control of our business

through effective

management, culture,

systems and processes.

Our ESG commitment is to the delivery of long term,

sustainable supply chain solutions which have a

positive impact on all of our stakeholders.

The

Wincanton

Way

Our strategic pillars

Our key strategic

areas of focus drive

positive gains across

the business.

Read more on p12

Our purpose roadmap

Financial ambitions

We will look to profitably

grow the business through

focusing on our strategic

growth markets while

continuing development of our

foundation markets.

People ambitions

We will do everything we

can to provide an inclusive

environment, to make sure

our colleagues are safe at

work and have the support

they need to have long

and enjoyable careers with

Wincanton. We will focus

on people retention and

encouraging supply chain and

logistics as a career choice.

Future ambitions: technology

andsustainability

Through our innovation activities supporting

the deployment of technology to provide

efficiencies we will:

– support our customers to navigate thesupply chain

challenges of tomorrow

– develop new propositions with a clearly defined

technology-enabled service provision, alongside the

traditional physical fulfilment

– transform the consumer experience and grow our

customers’market share.

wincanton.co.uk/why-

wincanton/our-people/

wincanton.co.uk/why-

wincanton/innovation/

We have set ambitious goals to achieve net-zero by 2040: to have carbon neutral home delivery operations in 2022 andtobecarbon

neutralforallourownnon-transportoperationsfrom2025.

Our products

and services

Our

markets

Our

operating

model

Our

people

Summary of compliance

Highlights

Group highlights

Revenue

£1,421.4m

+16.3%

1 Alternative performance measures (APMs): See page 42 and Notes 3, 9 and 30 to the consolidated financial statements for further information on

these underlying measures, including definitions and a reconciliation of APMs to statutory measures.

Strategic report

IFC Our purpose roadmap

001 Highlights

002 At a glance

004 Our investment case

006 Chair’s statement

008 Chief Executive Officer’s review

014 Market review

016 Strategy

018 Business model

020 Our KPIs

022 ESG and sustainability

034 Section 172 statement

035 Task Force on Climate-related

Financial Disclosures (TCFD)

036 Chief Financial Officer’s review

044 Risk report

Governance

052 Introduction from the Chair

053 Summary of compliance

056 Board of Directors

058 Governance structure

066 Nomination Committee report

070 Audit Committee report

075 Directors’ remuneration report

089 Directors’ Remuneration Policy

092 Directors’ report

095 Statement of Directors’ responsibilities

096 Independent

auditor’s report

Accounts

104 Consolidated income statement

105 Consolidated statement

of comprehensive income

106 Consolidated balance sheet

107 Consolidated statement

of changes in equity

108 Consolidated statement

of cash flows

109 Notes to the consolidated financial

statements

145 Wincanton plc Company balance sheet

146 Wincanton plc Company statement of

changes in equity

147 Notes to the Wincanton plc

Companyfinancial statements

149 Group five year record

150 Shareholder information

152 Board of Directors and advisers

Underlying profit before tax

£58.1m

+23.1%

Underlying profit before

tax margin

4.1%

+20bps

Carbon intensity

235 tCO

e/£m rev

-12.9%

Underlying EBITDA

£108.3m

+13.8%

Profit before tax

£54.8m

+18.6%

Underlying earnings

per share

40.8p

+27.5%

Basic earnings

per share

38.6p

+22.5%

Net cash

£3.7m

-68.9%

Dividend per share

12.0p

+15.9%

Waste recycling

54.7%

+18.4%

Employee engagement score

69%

+3.0%

Contents

ESG highlights

Non-financial information statement

As required by the non-financial reporting requirements of sections 414A and 414CB of the Companies Act 2006, information on

environmental matters, the Group’s employees, social matters, respect for human rights and anti-corruption and anti-bribery are included

within the ESG section of the Annual Report on pages 22 to 32. Details of our business model can be found on pages 18 and 19,

principal risks and our response to them are on pages 49 to 51 and non-financial key performance indicators are on page 20.

AccountsStrategic report Governance

Wincanton plc Annual report and accounts 2022 – 001

At a glance

Wincanton is a leading supply chain

partner for British business, providing

supply chain solutions up and down the

country with colleagues working across

more than 170 sites.

£1.4bn

revenue

20,300

colleagues

170+

sites

5,380

drivers

16.1m sq ft

warehousing space

8,500

vehicles responsible for

High volume

eFulfilment

– Carrier

management services

– Returns management

– Picking and packing

– Two-person premium

home delivery

– Grocery ‘dark stores’

Extended supply chain

management

– Inbound logistics

formanufacturing

– Transport control tower

design and operation

– Extended materials

management and

consolidation

Large scale

outsourcedoperations

– Storage handling

anddistribution

– Transport and warehouse

asset management

– Inspection and control

Innovation

– Turnkey automation

and robotics

– Future network design

andoptimisation

– Artificial Intelligence (AI)

and data analytics

What we do

Key facts

Read more about our business model on p18

002 – Wincanton plc Annual report and accounts 2022

Our key sectors

Percentage of Group revenue

eFulfilment

Technology focused sector to support

the growing eCommerce market.

Revenue £223.2m

Markets served:

– eCommerce, including high volume

eFulfilment, andvalue-added

services

– Grocery home delivery and

Customer Fulfilment Centre (CFC)

– Omnichannel retail

wincanton.co.uk/what-we-do/

general-merchandise/

Grocery and Consumer

Food focused sector creating a logical

connection in one of the UK’s most

critical supply chains.

Revenue £517.6m

Markets served:

– Grocery

– Consumer packaged goods

Public and Industrial

Services focused sector for customers

in government and public sector,

infrastructure, defence, construction

and energy.

Revenue £284.2m

Markets served:

– Public sector

– Infrastructure

– Healthcare

– Defence

– Building materials

– Fuel and gases

– Bulk food

wincanton.co.uk/what-we-do/

grocery-and-consumer/

wincanton.co.uk/what-we-do/

public-and-industrial/

28+72+J

20+80+J37+63+J

wincanton.co.uk/what-we-do/

eFulfilment/

16+84+J

General

Merchandise

27.9%

Public and

Industrial

20.0%

Grocery and

Consumer

36.4%

General Merchandise

Non-food retail focused sector to

meet the evolving needs of major

multichannel customers.

Revenue £396.4m

Markets served:

– Non-food retail

– Manufacturers and distributors

eFulfilment

15.7%

AccountsStrategic report Governance

Wincanton plc Annual report and accounts 2022 – 003

Our investment case

Five reasons to invest in Wincanton

A supply chain

partner of choice

for UK businesses

– Trusted partner to

businesses and public

sector organisations

with long term

customerrelationships

– Strong heritage of

providing a broad

spectrum of contract

logistics services and

delivering sustainable

supply chain value

– Scale delivers resilient

operations and the ability

to respond to rapidly

changing markets

Delivering value

through

innovation

– Innovation at the heart

ofthe service proposition,

continually evolving

the offering to respond

to the changing needs

ofcustomers

– Strategic focus on

eCommerce and

eFulfilment sector boosted

by recent acquisition

of Cygnia Logistics and

our state of the art

eFulfilmentfacility (The

WEB)

Investing

in growth

– Disciplined growth

through a selective

approach to new business

inattractive markets

– Positioned to take share

in growth and higher

margin markets – retail

omnichannel and pureplay

eFulfilment; consumer

products; infrastructure

development; and the

public sector

– Building on a well-

established position in

our foundation markets

ofGeneral Merchandise

and Grocery & Consumer

1 2 3

See business model on p18

See KPIs on p20 See KPIs on p20

004 – Wincanton plc Annual report and accounts 2022

Wincanton plc Annual report and accounts 2022 – 005

Financially

resilient and cash

generative

– Consistent track record

of delivering returns,

underpinned by

multiyearcontracts

– Strong cash generation and

working capital position;

refinancing secured through

to 2026

– Strong financial profile

facilitates complementary,

earnings accretive acquisitions

– Total shareholder return

consistently outperforming

market comparators

Committed

tosustainable

business practices

– Delivering long term,

sustainable solutions to

customers and committed

to leading the way

inresponsible supply

chainmanagement

– Plans to reduce emissions

across our business, with

a Group target of net-zero

by2040

– A positive working

culture underpinned by

the guiding principles of

TheWincantonWay

– Investing in programmes

to ensure a talented,

sustainable and

diverseworkforce

Underpinned by a

strong track record

of delivery

See KPIs on p20

4 5

See financial review on p36 See ESG on p22

£1,421.4m

£1,221.9m

£1,201.2m

£1,141.5m

£1,171.9m

Revenue

£1,421.4m

+16.3%

Consolidated Group revenue:

2022

2021

2019

2020

2018

£58.1m

£47.2m

£49.3m

£52.8m

£46.4m

Underlying PBT

£58.1m

+23.1%

Statutory PBT £54.8m

(2021: £46.2m as restated)

2022

2021

2019

2020

2018

12.00p

10.35p

10.89p

3.90p

9.90p

Dividends declared

12.00p

(2021: 10.35p)

Final recommended dividend for 2022

of 8.0p per share

2022

2021

2020

40.8p

32.0p

36.1p

Basic underlying EPS

40.8p

+27.5%

Statutory basic EPS 38.6p (2021: 31.5p)

2019

2018

33.5p

30.8p

2022

2021

2020

2019

2018

AccountsStrategic report Governance

Chair’s statement

A year of strong growth in both underlying

revenue and profit.

Dr. Martin Read CBE

Chair

Crucially, encouraging progress has

been made in delivering against our

strategic initiatives. This has strengthened

our position as we enter the new

financial year.

Our people

This is the second year that the Company

has had to operate against a backdrop

of Covid-19 and significant supply chain

disruption. That we have successfully

overcome the difficulties and exceeded

expectations is in no small measure due

to the commitment and resourcefulness

of our people and I should like to thank

each one of them for their hard work

and loyalty.

I should also like to congratulate our

colleagues for yet another improvement

this year in the Company’s already

outstanding health and safety record.

Thedetails can be found on page 28.

The last two years have greatly

increasedthe public’s understanding of

the importance of the logistics industry

and the contribution made by the people

who work in it. This has recently been

underlined by the shortage of labour,

particularly HGV drivers. Wincanton has

worked hard to attract, train and retain

Introduction

I am pleased to report that Wincanton

has had a successful year despite the

continuing problems arising from Covid-19

and supply chain disruption. Revenue in

the year ending March 2022 grew 16.3% to

£1,421.4m. This compares with £1,201.2m

in the pre-Covid-19 year ending March

2020 which included revenue from the

now divested Containers and Pullman

businesses. In the year ending March 2022

revenues excluding disposed businesses,

increased by 21.4%.

The growth in underlying profit before tax

in the year ending March 2022 was also

strong, up 23.1% to £58.1m. This compares

with £52.8m in the pre-Covid-19 year

ending March 2020.

Over the last five years, our balance

sheet has been transformed. This enables

us toinvest in the business and pursue

growth opportunities.

The funding of our pension scheme

continues to improve and the deficit

recovery programme is tracking well

ahead of expectations. We ended the

year with a substantial accounting surplus

against a deficit of £78.4m five years ago.

The next pension triennial valuation is due

in March 2023.

006 – Wincanton plc Annual report and accounts 2022

Wincanton plc Annual report and accounts 2022 – 007

Dividend

The Board is recommending a final dividend

of 8.00p for the year ending March 2022. If

approved at our Annual General Meeting,

this will take the total dividend for the

year to 12.00p, which is in line with our

progressive dividend policy. This compares

with 10.35p in the year ending March 2021

and 10.89p in the year ending March 2019,

which was the last dividend before decisions

started to be affected by Covid.

Environmental, social

andgovernance

Wincanton has well developed and

robust governance policies in place and

has always taken a strong interest in the

communities in which it operates. In recent

years, we have placed increasing emphasis

on environmental issues. Last year, we

introduced an environmental strategy with

explicit goals, including net-zero by 2040

for our total business. We also targeted

andachieved carbon neutral premium

home delivery operations in the year ending

March 2022.

Developing and progressing our

environmental strategy is driven by a

committee of our executive team chaired

by our CEO. Debbie Lentz, one of our

Non-executive Directors, also sits on this

committee and provides an additional

interface to the Board. Further details

aregiven on page 32.

Strategic development

Good progress has been made in delivering

the strategy which we developed in the

summer of 2020 and significant changes

were made in our structure last year to

reflect our new direction.

During the year, we considerably

strengthened our capabilities in eFulfilment,

capitalising on changing retail and consumer

trends which have been accelerated by the

pandemic. Our state of the art, automated

eFulfilment facility in Rockingham (The WEB)

and our acquisition of Cygnia have been key

components in progressing our strategy.

The integration of Cygnia has progressed

well and we welcome our new colleagues to

Wincanton. We look forward to working with

them to grow our business in the promising

mid-sized company market.

In the public sector, our commercial

relationship with HM Revenue & Customs

has continued to grow, supporting new

customs arrangements which came into

force from the beginning of 2022. In

addition, we assisted the Department

of Health and Social Care in delivering

Covid-19 related services and we won a

major contract with the Department for the

Environment, Food and Rural Affairs (Defra)

to operate border checks on plants and

animals being imported into the country.

We have also stepped up our activities

ininfrastructure-related businesses.

Focus on our four core divisions provides

us with a diverse range of customers,

considerable stability and strong platforms

for growth. In addition, we have stepped

up our investment in technology to raise

productivity and provide cutting edge

solutions for our customers. This investment

includes the deployment of Autonomous

Mobile Robots (AMRs) for eFulfilment,

Winsight-ORTEC to underpin our digital

transport proposition and Oracle Cloud

to transform our back office processes.

We believe the repositioning we have

undertaken over the last two years provides

us with an excellent base from which to

expand our business in the years ahead.

Further details on the development of

our strategy are given in our CEO’s review

onpages 8 to 12.

Outlook

Despite the continued difficulties arising

from the pandemic and industry wide

challenges such as driver shortages, the

Group remains well positioned to achieve

growth in its chosen markets and continues

to invest in innovation and in implementing

its strategy.

We have little direct exposure to the conflict

in Ukraine or the economic sanctions placed

on Russia and we continue to work with our

customers to address the effects of inflation

and fuel cost increases.

While we are cautious about the state

ofthe economy and consumer sentiment,

we remain confident in the future growth

opportunities across all four of our sectors

and in the continued delivery of our strategy.

Dr. Martin Read CBE

Chair

19 May 2022

drivers and other workers. One of our key

initiatives has been the launch of our Future

Drivers Programme, aimed at developing a

stronger flow of drivers into the business.

We have also been active in making

representations to government on practical

short and medium term measures to address

the problems.

We have continued to strengthen our

communication with our workforce including

the launch of our intranet ‘MyPlace’, as well

as making good progress in delivering our

Diversity and Inclusion Strategy. Further

details are given on pages 29 to 30.

The Board

Tim Lawlor our CFO left the Company in

March to take up a position at Countryside

Partnerships plc. We thank him for his

important contribution to the Company

over the last six years. The Board is currently

engaged in a search for a new CFO. In

the meantime, we are grateful to James

Clarke, Finance Director, UK & Ireland,

who has stepped up to take on the role

ofinterim CFO.

During the year ending March 2022, we

undertook an internal Board evaluation

which confirmed that the Board continues

to function well. Further details are given

inthe Report of the Nomination Committee

on page 66. An external Board evaluation

willtake place in the new financial year.

We have put in place a strong Board at

Wincanton with a wide variety of experience

and diversity of thought. I should like

to thank my Board colleagues for their

continued diligence and commitment.

AccountsStrategic report Governance

Chief Executive Officer’s review

Wincanton has delivered another strong set

of results, with growth across all four sectors

leading to a substantial increase in revenue

and profit ahead of pre-pandemic levels.

James Wroath

Chief Executive Officer

Introduction

Wincanton has delivered another strong

set of results, with growth across all four

sectors leading to a substantial increase in

revenue and profit ahead of pre-pandemic

levels. The core foundation sectors

of Grocery & Consumer and General

Merchandise continue to be a source

of strength for the Group, and we have

made significant progress in our focused

growth markets of Public & Industrial

andeFulfilment.

We have invested behind our strategy,

particularly in eCommerce with the

successful integration of Cygnia Logistics

and the eFulfilment capacity created at

The WEB, Rockingham. We continue to

develop automation solutions and robotic

technologies to create supply chains

that are efficient, agile and resilient.

This approach, coupled with Wincanton’s

longstanding reputation for high quality

service delivery enabled us to secure a

number of high-profile new contracts

andextensions.

I want to thank all our people who have

driven this performance through their

relentless attention on delivering for our

customers in what were often challenging

operating conditions. While mindful about

the macroeconomic headwinds facing our

sector, we are confident in the growth

opportunities we have ahead of us and

in our continued ability to deliver our

strategy successfully.

Group performance overview

Financial performance for the year

ended 31 March 2022 was excellent, with

revenue increasing 16.3% versus last

year and importantly also up by 18.3% on

pre-pandemic levels (2020: £1,201.2m).

Retail volumes remained strong and we

saw the benefit of new contract wins,

particularly in our key strategic growth

markets: eCommerce; Public sector;

andInfrastructure.

Underlying profit before tax increased

by 23.1% against last year and was up

10.0% on pre-pandemic levels (2020:

£52.8m), demonstrating the Group’s

positive momentum. We are in attractive

markets with widening opportunities.

Our performance was good despite

inflationary pressures experienced this

year together with the lag effect of price

renegotiations with customers. We remain

vigilant to respond to future market

conditions as necessary.

008 – Wincanton plc Annual report and accounts 2022

Wincanton plc Annual report and accounts 2022 – 009

Our service levels remain excellent, and

Wincanton’s reputation and track record for

delivering at scale for customers continues

to be industry-leading. Notwithstanding

the well-publicised challenges around driver

and warehouse resource availability in our

industry during the year, we worked closely

with our customers to mitigate these issues

and kept the country moving, clothed,

fed, and of course supplied with essential

Covid-19 tests and personal protective

equipment (PPE) during the pandemic.

Our industry leading safety programme

remains a clear priority for Wincanton.

This year we outperformed our Group Lost

Time Incident Frequency Rate performance

indicator target, which was 0.37 for the year,

by achieving 0.33 (2021: 0.32).

Sector performance

eFulfilment

Our three major sub-markets within

eFulfilment all made major strides forward

in the year. Overall revenue has grown to

over £220m this year from £115m in the year

ended 31 March 2020. In two-person home

delivery, volumes continued to accelerate

and will be further boosted by a three year

contract extension with Loaf starting in

June 2022. In omnichannel, the ramp-up

of our ‘dark store’ operations for Waitrose

& Partners has driven further growth

alongside wins including Dobbies Garden

Centres. Finally, in high-volume eFulfilment

we made major investments with the

acquisition of Cygnia and the new facility

The WEB, Rockingham, to significantly

increase our scale and presence in this

high-growth market.

Automation and robotics are central to

our strategy to drive service enhancement

and efficiency in this sector. The WEB,

Rockingham, is our new highly automated

facility, and during the year further

investments in robotic technology in our

Nuneaton and Cygnia operations have been

made. The demand from the market for later

cut-off times and lower cost to serve will

provide opportunities and deliver attractive

returns and growth in the coming years.

The announcement of our contract

with The White Company is a milestone

for Wincanton. They are a premium

omnichannel retailer who have recognised

the huge benefit our approach will afford

them, and they will be a cornerstone

customer in Rockingham. The acquisition of

Cygnia further diversifies our portfolio, and

we are delighted to welcome brands such

as Molton Brown, Feelunique, Moonpig,

BrewDog and Whittard of Chelsea to our

customer base. Brands such as these, allied

to Wincanton’s significant retail logistics

reputation, are already leading to exciting

growth opportunities with new customers.

End-to-end capabilities are essential in

eFulfilment, so it was pleasing to have

onboarded new customers such as Wickes

and City Plumbing Supplies onto our carrier

management services platform. These

customers, when added to the Cygnia

volumes, increase our scale and buying

power significantly in this critical area.

Further new business with DFS in our two-

person home delivery network, an extension

of this service for Wickes and the award

of IKEA’s new Dartford distribution centre

further demonstrate Wincanton’s strength

and reputation in this growth sector.

Public & Industrial

Our Public & Industrial sector has gone

from strength to strength. Revenue was up

15.7% on a pandemic-impacted year, and

importantly was up 6% on the year ended

31March 2020 as construction volumes were

more consistent and the full year effect of

our HMRC contract was realised.

We continued to build on our relationship

with the public sector and in particular

our inland border operations for the UK

Government. We secured an additional

contract with the Department for

Environment, Food and Rural Affairs (Defra)

and expanded the number of Inland Border

Clearance facilities. We also continued

our support operations for the national

pandemic response, shipping over one

billion Covid-19 tests throughout the UK and

managing the storage of PPE.

The recovery in volumes in our construction

business brought operational and commercial

challenges, with demand uneven and

resources stretched, particularly for

mechanical-offload vehicles. We successfully

concluded price renegotiations with many

customers passing through the impact

of wage inflation. Our discipline on re-

tendering, pricing and margins has resulted

in some lost business but our offering

remains well positioned in the market.

Finally, we secured long-term extensions

to our key relationships in the defence and

infrastructure markets with BAE Systems

and Alstom.

Grocery & Consumer

Our Grocery & Consumer sector continued

to perform well throughout the year despite

challenges with drivers and high levels of

Covid-19 absence. Record volumes were

again delivered, often twice: once from our

consumer goods warehouses to retailers;

and again when we picked and delivered

them from supermarket distribution centres

into stores.

As a result, revenue was up 15.8% year

on year, despite the previous year already

seeing strong pandemic-driven volumes.

Additional transport business was awarded

by Asda in the North West and important

renewals were secured with Co-op, Nestlé

Purina and La Doria. However, some lost

business illustrates the necessity to continue

working on growth opportunities in the

sector for which we have a healthy pipeline.

General Merchandise

The General Merchandise sector continued

to support new and existing customers

through a period of increased volumes as the

pandemic and lockdowns focused customer

demand on life at home. Consequently,

revenue was 18.6% higher versus last year

and over 32.5% against the year ended

31March 2020.

We completed automation and robotics

projects in two of our Kingfisher distribution

centres, increasing throughput and reducing

reliance on people as the labour market

tightened. We also opened a new dedicated

location for the Kingfisher Group, as well

aslaunching an operation for them in

TheWEB, Rockingham.

Notably, we entered the apparel market this

year with a five-year Primark contract for the

provision of transport services. Wincanton

will make more than 50,000 deliveries to 191

stores across the UK each year and deliver

significant operational efficiencies to the

supply chain.

Finally, we also commenced a toys and

games warehouse and transport operation

for MGA Entertainment, further broadening

our General Merchandise offering.

AccountsStrategic report Governance

Chief Executive Officer’s review continued

Inresponse to labour and skill shortages,

we also developed and launched an

innovative ‘labour campus’ model in

the year, hiring Wincanton permanent

colleagues and deploying them flexibly

during periods of peak activity in

geographies where we have multiple

operations.

Outlook

The Group is well positioned to maintain

its positive performance across its chosen

markets, driven by ongoing investment

in the business and continuing progress

in delivering our strategy. We remain

focused on delivering sustainable,

profitable growth over the long-term

which is underpinned by a relentless focus

on customer service. Our healthy cashflow

enables continued investment in our

people, innovations and distributions to

shareholders.

Whilst we are mindful about the macro-

economic headwinds and the potential

impact on consumer sentiment, there

is good momentum in the new business

pipeline and we remain confident in the

future growth opportunities across all four

of our sectors and in our continued ability

to deliver our strategy successfully.

Market environment

The current economic environment, driver

shortages, Covid-19, inflation and the

war in Ukraine have all created additional

pressures on the supply chain. The Board

has been shocked and saddened by

Russia’s invasion of Ukraine in February

2022 and ongoing events in the region. In

response to the conflict and the economic

sanctions placed on Russia, wehave

reviewed our own supply chains and

procurement channels and remain mindful

of the ongoing geo-political and macro-

economic uncertainties. Management

continues to closely monitor key suppliers,

though we remain confident that our

supply channels are robust.

Retail markets have stabilised in recent

months following the relaxation of

Covid-19 restrictions although there

has been a significant impact from the

pandemic with high levels of staff absence

across all sectors. The stop-start pattern

of lockdowns through 2020 and 2021 has

made comparison of our financial results

more challenging, with significant swings

between H1 and H2.

Wincanton is largely protected from the

recent increases in fuel prices through

the fuel price escalation clauses built into

many of our contracts with customers and,

with 72% of revenue derived from open

book contracts, the Group is navigating

the current inflationary environment well

and does not consider it a significant risk.

The Wincanton Way, our

ESG strategy

The Group continues to build on our ESG

commitments and strategy. From an

environmental performance perspective,

although our growth led to increased

carbon emissions, our carbon intensity

ratio decreased again year-on-year, see

pages 24 to 27. Our strategy makes explicit

environmental commitments both for the

long term, net-zero carbon emissions by

2040, and for the near-term, delivering

our commitment to a carbon neutral two-

person home delivery business this year.

Additionally, we announced this year that

our own non-transport operations will be

carbon neutral by 2025. Meanwhile, we

made good progress towards our target

of doubling our recycling from residual

waste by 2025.

Engagement with our colleagues

remains a critical ingredient to our

success. Throughout the pandemic

we ran shorter pulse surveys followed

by our full bi-annual survey in the

summer. Areas of strength remain in

‘Safety’, ‘Meaningful Work’ and ‘Peer

Relationships’. Communication is an area

for improvement: this has been partially

addressed with the roll-out of our Group

wide intranet, ‘MyPlace’ in April 2022.

This enables every colleague to have

immediate access to information such as

Company news and job vacancies. New

questions were added to the survey last

year on inclusion, the results of which

were encouraging with 8 out of 10 of our

colleagues recognising our efforts towards

creating a better culture in this area.

Group Operations

The power of the structural reorganisation

implemented in 2020 was evident this

year, most obviously in the success of

the team delivering a ‘One Wincanton’

operations approach across our sectors.

In Group Transport, an industry leading

transport management system was

implemented, allowing us to increase

visibility of our transport operations

across the business for the benefit of both

our customers and our haulier partners.

Thisexciting initiative lays a firm

foundation for driving further efficiencies

and synergies from our transport networks

and is a differentiator in the marketplace.

Winsight Powered by ORTEC provides the

Group with a substantial opportunity to sell

Transport Control Tower services (4PL) to

the market. In this technology-led business

model, ownership or management of the

assets becomes an additional consideration

for the Group rather than the core offer.

The Group Transport team also led the

recruitment of over 480 new drivers in the

year, working across our four sectors and

with the UK Government to attract people

to the industry and to Wincanton.

Group Operations co-ordinates and leads

on the automation and robotics activities

described in this report, and we continue

to build capability and expertise via a

growing team of IT experts and engineers,

ensuring we lead the market in this area.

Furthermore, the team provides

class leading capability in continuous

improvement, start-ups, fleet operations

and compliance which are critical to both

our own and our customers’ operations.

010 – Wincanton plc Annual report and accounts 2022

New supply chain reality through

next generation thinking

W² Innovation programme

W² – incorporating W² Labs, W² Partner Network and

W² Innovation Centre – is Wincanton’s way of delivering

innovation in supply chains, creating new ideas and

harnessing them to deliver real outcomes. The W² Labs

programme is open to early-stage businesses and digital

disruptors and sees entrants pitch ideas and products that

can bring efficiencies across digitised supply chains.

Last year the third W² Labs accelerator programme focused on

three categories: dark store, people and open season – safety

technology. Some 207 businesses from around the world

applied, resulting in a day of 23 ‘Dragons’ Den-style’ pitches.

The ideas from the six finalists included rack climbing robotics;

automated volume recruitment with realistic pre-hire

assessment; asset tracking and intelligence; warehouse labour

optimisation; demand forecasting; and transport visibility.

Three of these have entered extended trials within the

business as we support our products and services strategy.

A fourth accelerator programme began in March 2022, focusing

on digital fulfilment; Environmental, Social and Governance

(ESG); and a ‘wild-card’ option – technology and robotics.

This year also saw the opening of the W

Innovation Centre at

The WEB. This unique facility demonstrates our commitment

to shaping the digital supply chains of the future through

collaboration and innovation.

Strategy in action

Our products and services

Improving warehouse processes

and efficiencies with robots

We have developed a unique solution, pairing

autonomousmobile robots (AMRs) with colleagues

usingwearable technology at our shared user facility

inNuneaton, Warwickshire.

Fully integrated with order processing and inventory

management, our robotics solution has automated the

movement of goods between order allocation, picking and

packing stations. In a fast moving and demanding eCommerce

market the solution has improved productivity, order accuracy

and stock accuracy, providing flexibility and scale during

periods of increased demand.

At all times, the needs of our customer, Neal’s Yard Remedies,

has remained at the heart of this transformation. Accurate,

automated data has reduced the number of queries to its

customer care team and no loss of service was experienced

during the implementation period. Now the concept has been

proved, we’re looking at opportunities to improve productivity

with robotics across our business.

WSCI: transparency made simple

Our materials management solution, Winsight Supply Chain

Integrator (WSCI), plays a pivotal role in ensuring surety

of supply across many thousands of product lines, creating

transparency to better manage the flow of materials for

major infrastructure and capital projects.

Originally a bespoke system built for EDF Energy, WSCI

provides visionary supply chain control to enhance the delivery

of its £23bn Hinkley Point C nuclear power station, of which

we are the Tier 1 warehouse and transport service partner.

Here, WSCI is making engineering teams more productive,

worksites safer and reducing environmental impact.

WSCI provides total, real-time visibility of materials and

co-ordination of suppliers, significantly increasing project delivery

reliability, optimising working capital and reducing waste.

Discover how Wincanton’s

innovative approach is

improvingproductivity

Read more on p34

Wincanton plc Annual report and accounts 2022 – 011

Discover how WSCI is

making the complex simple

Chief Executive Officer’s review continued

The Wincanton Way, our ESG

strategy continued

There is scope to improve our ethnic

diversity across the business. We are

one of the first signatories of the

CBI’s Change the Race: Ratio Charter

showing our commitment to improving

our representation of ethnic minority

groups. Alongside this external pledge,

we have spent time with groups across

our business to understand some of the

perceived barriers to attracting talent

from such backgrounds and identifying

opportunities to improve. Education of all

our line managers is key to this, starting

atthe very top.

We are also seeking to improve our

support for under-represented groups

and in the past year we have introduced

practical initiatives into employment

including ex-offenders and ex-service

personnel, as well as offering work

experience opportunities to those

withphysical or learning disabilities.

Our culture remains focused on health,

safety and wellbeing; learning and

development; diversity and inclusion; and

colleague engagement. Our sites actively

work with their communities, fundraising

for local schemes.

Our graduate group, the Wincantoneers,

raised £13,000 for the Prince’s Trust

which has been matched by the Group,

and they were a runner-up for the ‘Shoot

for the Stars Award’. We use initiatives

such as a funding match to encourage

further involvement in social engagement

and most recently the Group matched

colleagues’ local fundraising totals for

victims of the Ukraine conflict.

For governance, we have continued

to build on our Code of Conduct,

strengthening our awareness programmes

around ‘Speaking Up’, ‘Modern Slavery’,

‘Data Protection’ and ‘Anti-Bribery and

Corruption’. Our governance framework

is embedded within the business and has

been supplemented this year with an ESG

Committee of which I am Chair.

Delivering on our strategy

The Executive Management Team

and Board remain focused on

Wincanton’s vision:

Great people

delivering sustainable

supply chain value.

We deliver this through the continued

development of our people, alongside

technology enabled products for our

chosen markets.

We have a clear market strategy. Grocery,

consumer, non-food retail markets,

building materials, fuel and gases and

bulk food markets form the foundation

of our business, providing scale as well

asdemonstrating capability in the highest

pace supply chain environments. We are

optimistic about our sales pipeline across

all of these markets.

Meanwhile, we have made key moves

in the markets we have identified as

key strategic growth opportunities,

being eCommerce, public sector and

infrastructure.

We acquired Cygnia, a specialist in

multichannel fulfilment with expertise

spanning the full breadth of their

customers’ requirements, including

high-volume order fulfilment, returns

and carrier management services. Cygnia

has approximately 700 colleagues across

three sites. The acquisition boosts our

reputation in the market and broadens

our customer base. Cygnia’s shared-user

model does expose us to more risk with

volumes than our more traditional open-

book dedicated retail contracts. This year’s

peak season did highlight this, with trading

softer than expected; however, we remain

convinced that it will be a driver of longer-

term growth in eCommerce. Furthermore,

as our first acquisition in over ten years

itpaves the way for further selective

bolt-on opportunities.

We have also invested in property

specifically for eFulfilment. Critically,

however, we have done so alongside

automation and robotics deployment.

We see a clear opportunity in the

market for a pureplay logistics provider

to offer customers efficient, scalable

services to drive the growth of their

businesses. In doing so, we believe

there will be opportunities for increased

Wincanton margins.

The Group continues to invest in supply

chain innovation enabled by our W

Labs

programme; digital solutions to support

people recruitment, asset tracking and

warehouse performance management

are all in extended pilots. In Nuneaton,

wedeployed our first Autonomous Mobile

Robots (AMRs) in combination with glove

technology to improve speed, accuracy

and safety for Neal’s Yard Remedies.

Further deployment of AMRs across

ourwarehousing businesses is ongoing.

Wincanton’s presence in public sector

logistics has increased significantly,

delivering solutions to HMRC, Defra,

Department for Transport (DfT) and

Department of Health & Social Care

(DHSC) that are underpinned by scalable

IT systems.

Finally, Winsight Supply Chain Integrator

(WSCI), our major infrastructure product

designed for EDF, is live and is attracting

substantial interest from similar large-

scale projects.

James Wroath

Chief Executive Officer

19 May 2022

012 – Wincanton plc Annual report and accounts 2022

Wincanton plc Annual report and accounts 2022 – 013

Diverse and growing markets

Strategy in action

Our markets

Supporting the provision

of public services

Department of Health and Social Care

Building on our 2020 contract with the Department of

Health and Social Care (DHSC), Wincanton responded rapidly

to deliver 64 million units of Covid-19 testing equipment

and Personal Protective Equipment (PPE) to schools across

athree-week period in summer 2021.

In November 2020, Wincanton was awarded a contract by

the UK Government to support the nation’s programme of

mass testing for Covid-19, via the Crown Commercial Service

(CCS) Logistics and Warehousing Framework Agreement. This

involves storage, order fulfilment and customer delivery of

mass testing kits to priority locations across the UK.

In addition to the existing operation, Wincanton rapidly

supported the UK Government by designing and implementing

a packing operation at our site in Doncaster within seven days.

This involved assembling and distributing 29,000 Covid-19 self

testing kits to UK schools before the end of the school year.

HMRC

In 2020 we were awarded a contract to provide logistics

services at Inland Border Clearance (IBC) facilities operated

by HMRC. This year saw the commencement of operations at

our sixth IBC facility in Holyhead, Wales, the latest milestone

demonstrating our expertise and experience in providing

valuable support to public sector customers.

Supporting the growing

eCommerce market

Cygnia

In September 2020 we acquired Cygnia Logistics, a specialist

mid-market eCommerce and multichannel eFulfilment provider

with expertise spanning the full breadth of its customers’

requirements, including high volume order fulfilment, returns and

carrier management services. Working with leading brands such as

Molton Brown, Whittard of Chelsea and Brewdog, Cygnia delivers

agile, scalable and responsive eCommerce solutions for mid market

customers, ensuring they have a robust platform for growth.

The integration of the Cygnia business is progressing well, and new

business has already been won to manage the entire UK fulfilment

operations for pop culture collectables retailer Eaglemoss, which

holds licences with the likes of Marvel, Disney and Warner Bros.

The WEB, Rockingham

In April 2021 Wincanton launched The WEB, our second state of

the art eFulfilment centre. This highly automated 528,000 sq ft

shared user facility extends our eCommerce proposition and this

year has resulted in the addition of new business with B&Q, for its

Click & Collect service, and Saint-Gobain.

From The WEB, we also provide eFulfilment, stock management and

final mile home delivery services for fast growing online furniture

retailer Snug. Rob Bridgman, Founder & CEO at Snug, says that

as a “category creator and leader, we are continuing to invest in

offering a world-class customer experience and Wincanton offers us

capabilities to scale at pace and to deliver on our customer promise.”

The WEB is also home to Wincanton’s W

Innovation Centre. This

unique facility demonstrates our commitment to shaping the digital

supply chains of the future through collaboration and innovation.

Seasonal support

Supply chain agility is an essential tool for retailers to build

resilience and maximise on opportunities during peak trading

periods. We continue to add value to our customers’ operations

through the exceptional execution of seasonal support.

John Waldock, Head of Logistics, The White Company, says:

“Wincanton provided vital peak support for The White Company

in 2021 from its facilities in Northamptonshire. Itscollaborative

approach allowed us to scale up quickly andmake sure that we hit

the Christmas peak running.

“The Wincanton team, which included both experienced managers

and talent from its graduate scheme, integrated

professionally and

quickly delivered a commendable performance.

They adopted a can-do

approach, providing invaluable warehousing expertise, and adopted our

business values seamlessly. As a result, we had a very successful peak

as a business with Wincanton adding great value to our customers.”

Wincanton plc Annual report and accounts 2022 – 013

Market review

Tackling global challenges

with technology, skills and insight

Current market disruptors

Labour market disruption

Our response

The number of job vacancies in the last

quarter of2021rose to a record high

. There is

competition inthe job market for similar skill

sets, making retention of valued staff vital.

– Continuation and broadening of our apprenticeship programmes.

Developing and upskilling our colleagues to offer clear long

term career paths that facilitate retention.

– Introduction of future drivers programme to attract and train

new drivers.

– Development of tools and initiatives supporting our colleagues

to manage their own and each other’s wellbeing.

– Fostering a culture of inclusion that represents, encourages

and respects our diverse workforce.

– Trialling and implementing automation technology that

reduces reliance on manual labour.

Gas and fuel prices

The cost of crude oil has risen by over 50%

over the past year, and these costs are being

passed through the supply chain, resulting

inhigher costs on transport contracts.

– Direct links with key government offices provided input into

decisions ensuring supply chain continuity for our customers.

– Working with our supply partners to implement procurement

strategies to minimise supply disruption and mitigate cost

increases for our customers.

Supply chain disruption

Brexit

Potential delays at borders with increased

lead times.

– Where affected, supported our customers to limit disruption

to their supply chain.

Covid-19

Every market has been impacted by Covid-19

disruption: online businesses have boomed

while health sector supply chains have been

severely tested.

– Focused on health and safety and wellbeing programmes for

all colleagues.

– Provided storage and distribution for testing kits.

The surge in eCommerce

Almost half of non-food retail sales in the

UK (46.9%) were conducted online during

2021

and the habits of shoppers have

been fundamentally changed as a result

ofthe pandemic.

– Acquired Cygnia Logistics.

– Invested in The WEB – our highly automated

eFulfilmentwarehouse.

– Delivered the first grocery home delivery customer fulfilment

centre (CFC) for Waitrose.

014 – Wincanton plc Annual report and accounts 2022

Wincanton plc Annual report and accounts 2022 – 015

Future market trends

1 https://www.ons.gov.uk/employmentandlabourmarket/peopleinwork/employmentandemployeetypes/bulletins/jobsandvacanciesintheuk/latest.

2 https://www.marketwatch.com/investing/future/crude%20oil%20-%20electronic.

3 https://econsultancy.com/stats-roundup-the-impact-of-covid-19-on-ecommerce/.

4 https://content.thesmartcube.com/hubfs/Infographic-Megatrends-Industrials_2021.pdf?hsLang=en.

The drive to net-zero

Our response

Businesses’ responsibility to reduce carbon

emissions and waste is driving change

throughout the supply chain.

Responsible sourcing is also a factor.

We have set ambitious goals to achieve net-zero by 2040 by:

– having carbon neutral premium home delivery operations in 2022

– making our own non-transport operations carbon neutral from 2025

– having an all-electric company car fleet by 2026

– doubling our recycling rates from residual waste by 2025

– eliminating difficult to recycle packaging materials by 2030.

Digital transformation

Logistics and supply chains have been undergoing

significant levels of disruption, resulting in rapid

adoption of technology services.

Digital services that have been tentatively

discussed are now at the forefront of solutions

to improve visibility and productivity, to ease

the strain caused by gaps in the workforce

duetoCovid-19.

– Invested in automation to support eCommerce activity.

– Acquired Cygnia Logistics.

– Invested in The WEB – our highly automated eFulfilment warehouse.

– Third W

Labs programme, for early-stage businesses and digital

disruptors, focused on dark store, people and open season. Fourth

programme focused on high volume eFulfilment, ESG and

a ‘wild-card’ option is now open.

Manufacturer innovation

Shorter lead times, reduced costs,

development of local supply chains and, above

all, increased resilience against disruption are

driving manufacturers to evaluate and innovate

across their value chains. The added pressure

from consumers and government legislation to

address environmental issues are also playing a

role in increasing the levels of innovation that

are required.

– Collaborated with one of our customers to drive productivity

efficiencies for new repack methodologies, increasing

departmentalcapacity, reducing colleague fatigue and

cuttingcarbon dioxide emissions.

Shifting consumer demands

Personalisation, pressure on speed and

flexibility demands from end consumers add

weight to the complexity of how retail supply

chains will run in the future.

While this trend is already visible from the

increase in eCommerce, it is set to develop into

an ever-growing pressure on retailers and their

supply chains to remain agile and competitive.

– Supporting our customers developing and growing their

direct-to-consumer channel.

– Supporting retailers with an ethical delivery service.

– Delivering uncomplicated, seamless and convenient services for

thedelivery of goods and products.

– White glove two-person home delivery services play a vital role in

the delivery of big-ticket and heavyweight purchases or products,

facilitating customers with delivery options and on-time delivery

andproviding room of choice for assembly.

– Offering best practices, real-time tracking, accurate time of delivery,

full installation/assembly and removal of old items and packaging.

AccountsStrategic report Governance

Strategy

Delivering sustainable supply chain value

Strategic pillar Progress in 2021/22 Work to do in 2022/23 Highlights Links to KPIs

Our products and services

Customer propositions which deliver

sustainable value and innovation throughout

the supply chain, meeting changing

market demands and harnessing industry

leadingtechnologies.

– Autonomous Mobile Robot (AMR) and wearable technology picking

solution implemented for Neal’s Yard Remedies at our Nuneaton

eFulfilment Centre.

– Winsight Supply Chain Integrator (WSCI) deployed for

EDF at Hinkley Point C to manage end-to-end material

movement and flow.

– Our transport optimisation platform Winsight powered by ORTEC

implemented in Group Transport.

– Integrated yard management and traffic flow implemented at Inland

Border Clearance (IBC) facilities for HMRC.

Innovation funnel to create new products:

– W

Labs – over 100 global start-up

participants ranging from robotics to

data analytics to people engagement.

Six pilots run and three new products

developed:

•

warehouse people optimisation

•

eRecruitment

•

asset tracking.

– Our Innovation Centre built and launched

to showcase our digital product capability

including robotics and asset optimisation.

Product development priorities:

– accelerate AMR deployment at scale

across eFulfilment, General Merchandise

and Grocery & Consumer sectors

– Winsight Supply Chain Integrator

(WSCI) deployment for large

infrastructure projects

– expanding cloud-based eFulfilment carrier

management and returns services for

SME customers

– expansion of Winsight powered by ORTEC

for large scale network clients.

27%

of warehouse operations

now enabled by robotics

and automation

new W

Labs

products created

AMRs’

deployedin Nuneaton

– Profitability

Our markets

Deliberately chosen markets for investment,

which offer the potential for organic

and inorganic growth, leveraging our

capabilities and our expertise.

– Building on eCommerce growth and laying the foundation

forourfuture through:

•

the acquisition of Cygnia Logistics, a supply chain partner

toSME eCommerce

•

our investment in The WEB, our highly automated, shared

usereFulfilment centre.

– Accelerated growth in the public sector with additional government

contracts awarded by HMRC, Defra and the DHSC.

– Successful continuation of our

partnership with EDF Energy supporting

the construction of Hinkley Point C.

– Strong volume growth in our foundation

markets: General Merchandise and

Grocery & Consumer.

Growth priorities:

– eFulfilment – organic and inorganic

growth driven by Cygnia and The WEB

– Public Sector – extending relationships in

healthcare and border control

– Infrastructure – expanding with prime

contractors and government to support

major build projects in energy, rail

and road.

new contracts

acquisition

– Revenue

Our operating model

A disciplined and efficient operating model

which is agile and easy for our customers

and our people to engage with and enables

economies of scale.

– Health and safety: year on year performance improvement

across all KPIs.

– ESG governance: policy and statement published; ESG Board

Committee implemented with an ESG Board champion.

– Net-zero: agreed and shared net-zero targets for the business.

Wincanton two-person home delivery network carbon neutral

commitment implemented for 2022.

– Oracle Cloud: phase one of our implementation to support finance

andHRsystems rolled out.

– Winsight powered by ORTEC: commenced rollout of a single

platform to manage all Group transportation activity.

– Health and safety: continued focus on

maintaining a ‘best in class’ performance.

– ESG: focus on social value and creating

aunified Company-wide approach.

– ESG: continue to implement our carbon

neutral commitment for our own non-

transport operations.

– Oracle Cloud: phase two of our

implementation, in summer 2022,

toinclude payroll systems.

– Winsight powered by ORTEC:

concluderollout across all Group

transportation activity.

0.33

Lost Time Injury Frequency

Rate (LTIFR)

782

fleet assets use Winsight

300

sub-contractors

using Winsight

– Health and

safety targets

– ESG targets

Our people

An inclusive culture supporting performance

and growth for our colleagues: developing the

best teams which attract and retain the most

talented people in the supply chain industry.

– Strengthening our talent through robust succession planning and

development plans, alongside key management recruitment to

broaden our skills offering.

– Through continuous funding, our defined benefit pension scheme

position continues to improve and is ahead of the recovery plan due

to a well-executed investment strategy over recent years.

– Positively promoting supply chain and logistics as a career

with a focus on HGV driver recruitment; actively promoting

apprenticeships, our driving academy, and our future drivers

programme; and launching labour campus/warehouse labour

sharing opportunities.

– Empowering our colleagues by investing

in high quality technology and systems,

enabling all colleagues to own their data

and careers.

– Supporting our colleagues through a

wellbeing programme and community

available to everyone, as well as further

embedding our diversity and inclusion

strategy to ensure all colleagues can be at

their best through an inclusive culture.

– Further develop our ‘People Promise’

bycontinuing to deliver on our diversity

and inclusion strategy, communication

channels and wellbeing initiatives with

ourcolleagues.

– Continue to develop key skills for the future

across digital supply chains which add value

to our customers.

– Review of Wincanton values followed by

development of Behavioural Framework.

– Oracle Cloud: phase two of our implementation

will see our colleagues personally empowered

to manage their own data, making Wincanton

a better place to work.

25%

of our Executive

Management

Team is female

480

future drivers

programme and

driver academy

participants

– Employee

engagement

score

Read more on p3

016 – Wincanton plc Annual report and accounts 2022

Wincanton plc Annual report and accounts 2022 – 017

Strategic pillar Progress in 2021/22 Work to do in 2022/23 Highlights Links to KPIs

Our products and services

Customer propositions which deliver

sustainable value and innovation throughout

the supply chain, meeting changing

market demands and harnessing industry

leadingtechnologies.

– Autonomous Mobile Robot (AMR) and wearable technology picking

solution implemented for Neal’s Yard Remedies at our Nuneaton

eFulfilment Centre.

– Winsight Supply Chain Integrator (WSCI) deployed for

EDF at Hinkley Point C to manage end-to-end material

movement and flow.

– Our transport optimisation platform Winsight powered by ORTEC

implemented in Group Transport.

– Integrated yard management and traffic flow implemented at Inland

Border Clearance (IBC) facilities for HMRC.

Innovation funnel to create new products:

– W

Labs – over 100 global start-up

participants ranging from robotics to

data analytics to people engagement.

Six pilots run and three new products

developed:

•

warehouse people optimisation

•

eRecruitment

•

asset tracking.

– Our Innovation Centre built and launched

to showcase our digital product capability

including robotics and asset optimisation.

Product development priorities:

– accelerate AMR deployment at scale

across eFulfilment, General Merchandise

and Grocery & Consumer sectors

– Winsight Supply Chain Integrator

(WSCI) deployment for large

infrastructure projects

– expanding cloud-based eFulfilment carrier

management and returns services for

SME customers

– expansion of Winsight powered by ORTEC

for large scale network clients.

27%

of warehouse operations

now enabled by robotics

and automation

new W

Labs

products created

AMRs’

deployedin Nuneaton

– Profitability

Our markets

Deliberately chosen markets for investment,

which offer the potential for organic

and inorganic growth, leveraging our

capabilities and our expertise.

– Building on eCommerce growth and laying the foundation

forourfuture through:

•

the acquisition of Cygnia Logistics, a supply chain partner

toSME eCommerce

•

our investment in The WEB, our highly automated, shared

usereFulfilment centre.

– Accelerated growth in the public sector with additional government

contracts awarded by HMRC, Defra and the DHSC.

– Successful continuation of our

partnership with EDF Energy supporting

the construction of Hinkley Point C.

– Strong volume growth in our foundation

markets: General Merchandise and

Grocery & Consumer.

Growth priorities:

– eFulfilment – organic and inorganic

growth driven by Cygnia and The WEB

– Public Sector – extending relationships in

healthcare and border control

– Infrastructure – expanding with prime

contractors and government to support

major build projects in energy, rail

and road.

new contracts

acquisition

– Revenue

Our operating model

A disciplined and efficient operating model

which is agile and easy for our customers

and our people to engage with and enables

economies of scale.

– Health and safety: year on year performance improvement

across all KPIs.

– ESG governance: policy and statement published; ESG Board

Committee implemented with an ESG Board champion.

– Net-zero: agreed and shared net-zero targets for the business.

Wincanton two-person home delivery network carbon neutral

commitment implemented for 2022.

– Oracle Cloud: phase one of our implementation to support finance

andHRsystems rolled out.

– Winsight powered by ORTEC: commenced rollout of a single

platform to manage all Group transportation activity.

– Health and safety: continued focus on

maintaining a ‘best in class’ performance.

– ESG: focus on social value and creating

aunified Company-wide approach.

– ESG: continue to implement our carbon

neutral commitment for our own non-

transport operations.

– Oracle Cloud: phase two of our

implementation, in summer 2022,

toinclude payroll systems.

– Winsight powered by ORTEC:

concluderollout across all Group

transportation activity.

0.33

Lost Time Injury Frequency

Rate (LTIFR)

782

fleet assets use Winsight

300

sub-contractors

using Winsight

– Health and

safety targets

– ESG targets

Our people

An inclusive culture supporting performance

and growth for our colleagues: developing the

best teams which attract and retain the most

talented people in the supply chain industry.

– Strengthening our talent through robust succession planning and

development plans, alongside key management recruitment to

broaden our skills offering.

– Through continuous funding, our defined benefit pension scheme

position continues to improve and is ahead of the recovery plan due

to a well-executed investment strategy over recent years.

– Positively promoting supply chain and logistics as a career

with a focus on HGV driver recruitment; actively promoting

apprenticeships, our driving academy, and our future drivers

programme; and launching labour campus/warehouse labour

sharing opportunities.

– Empowering our colleagues by investing

in high quality technology and systems,

enabling all colleagues to own their data

and careers.

– Supporting our colleagues through a

wellbeing programme and community

available to everyone, as well as further

embedding our diversity and inclusion

strategy to ensure all colleagues can be at

their best through an inclusive culture.

– Further develop our ‘People Promise’

bycontinuing to deliver on our diversity

and inclusion strategy, communication

channels and wellbeing initiatives with

ourcolleagues.

– Continue to develop key skills for the future

across digital supply chains which add value

to our customers.

– Review of Wincanton values followed by

development of Behavioural Framework.

– Oracle Cloud: phase two of our implementation

will see our colleagues personally empowered

to manage their own data, making Wincanton

a better place to work.

25%

of our Executive

Management

Team is female

480

future drivers

programme and

driver academy

participants

– Employee

engagement

score

Read more on KPIs on p20

AccountsStrategic report Governance

Business model

A customer-centric,

innovation-driven approach

What we do

Great people delivering

sustainable supply

chainvalue

The

Wincanton

Way

The Wincanton Way is our

commitment to how we work

and our recipe for success

in becoming the UK’s most

innovative, effective and

respected logistics company.

wincanton.co.uk/sustainability/

the-wincanton-way/

What sets us apart

Optimisation

By analysing, optimising and then

transforming the supply chains, overall

performance is enhanced, leading to

better service and lower cost.

Responsiveness

We help our customers deliver

fasterand exceed their customers’

rising expectations.

Customer experience

We act as brand ambassadors for our

customers, delivering products and

services into their customers’ homes,

and ensuring a great experience from

start to finish.

Trusted expertise

We are the supply chain experts at

the heart of British supply chains,

providing solutions which give our

customers the competitive edge

intheir chosen markets.

Sustainable value

We deploy existing and create new

processes and technologies to

reduce and enhance our own and our

customers’ environmental, social and

ethical impact for the long term.

People management

We enable our people to be their best.

The skills, capabilities and experience

of our workforce are what make us

different. They form a key part of The

Wincanton Way.

Innovation

is our way of delivering supply

chain innovation. We enable

customers to navigate the

challenges of tomorrow, develop

new propositions, transform the

consumer experience and grow

their market share.

wincanton.co.uk/why-

wincanton/innovation/

Large scale

outsourced operations

We provide business critical services

including storage, handling and

distribution, transport and warehouse

asset management along with

inspection and control.

Extended supply

chain management

Our integrated supply chain approach

brings together a number of services,

from inbound logistics to manufacturing,

transport control tower design and

operation and materials management and

consolidation. We manage activity, create

visibility and drive efficiency throughout

supply chains with an emphasis on

resilience and traceability.

High volume eFulfilment

Our eFulfilment solutions are the

perfect platform for customers to

thrive in a fast-paced, eCommerce-

first environment. With dedicated and

shared user facilities incorporating

the latest automation technology, we

handle everything from goods in and

order picking through to fully branded

fulfilment and despatch.

Read more about our

reasons to invest on p4

AccountsStrategic report Governance

Our KPIs

Measuring performance

1 Alternative performance measure – see page 42 and Note 3 to the consolidated financial statements.

Note: IFRS 16 Leases was adopted on 1 April 2019 using the modified retrospective approach without

restating prior year figures. 2018 figures are therefore presented on an IAS 17 basis.

Revenue

£1,421.4m

+16.3%

2022

2021

2020

2019

2018

1,421.4

1,221.9

1,201.2

1,141.5

1,171.9

Consolidated Group revenue.

Link to our strategy

Underlying earnings per share

40.8p

+27.5%

2022

2021

2020

2019

2018

40.8

32.0

36.1

33.5

30.8

Profit for the year attributable to

Wincanton plc shareholders before

non-underlying items and related

tax, divided by the weighted average

number of shares in issue.

Link to our strategy

Underlying profit before tax

£58.1m

+ 23.1%

2022

2021

2020

2019

2018

58.1

47.2

52.8

49.3

46.4

Profit before tax before non-

underlying items.

Link to our strategy

Profit before tax

£54.8m

+18.6%

2022

2021

2020

2019

2018

54.8

46.2

43.8

48.6

37.9

Statutory IFRS profit before tax.

Link to our strategy

Lost Time Injury Frequency

Rate (LTIFR)

0.33

+3.0%

2022

2021

2020

2019

2018

0.33

0.32

0.41

0.51

0.62

Number of lost time incidents per

100,000 hours worked.

Link to our strategy

Employee engagement score

69%

+3.0%

Earnings per share

38.6p

+22.5%

2022 2022

2021 2021

2020 2020

2019 2019

2018 2018

69 38.6

67 31.5

69 31.1

67 34.5

66 25.2

The percentage of positive responses

to five specific statements within the

employee survey.

Profit for the year attributable to

shareholders divided by the weighted

average number of shares in issue.

Link to our strategy Link to our strategy

Underlying profit before tax margin

4.1%

+20bps

2022

2021

2020

2019

2018

4.1

3.9

4.4

4.3

4.0

Underlying profit before tax

asapercentage of revenue.

Net cash/(debt)

£3.7m

-£8.2m

2022

2021

2020

2019

2018

3.7

11.9

(10.1)

(19.3)

(29.5)

Borrowings and other financial liabilities

net of cash and cash equivalents,

excluding lease liabilities.

Link to our strategy

Link to strategy

Our products and services

Our markets

Our operating model

Our people

Link to our strategy

020 – Wincanton plc Annual report and accounts 2022

Digital supply chains

Strategy in action

Our operating model

Transforming transport with Winsight

Our transport optimisation platform, Winsight powered by

ORTEC, positions us at the forefront of the digital transport

market, managing all transportation activity across

digitallytransformed supply chains.

It gives our customers accurate, real-time visibility and ensures

the optimum utilisation of every asset across our transport

network. It also effortlessly confirms deliveries and collections,

providing GPS-tagged evidence of execution alongside

signature, document and timestamp proof of delivery.

Our driver app supports communications and workflow

management providing further proof of what has been

delivered, to who, where and when.

All data captured feeds into predictive modelling to allow

intelligent and agile decision making, dramatically reducing

time, resources and cost. Our investment in Winsight powered

by ORTEC ensures Wincanton and our customers will benefit

from the digital transport market revolution.

Oracle Cloud: providing agility,

scalability andthe infrastructure

for innovation

Our digital infrastructure took a major step forward this year

as Oracle Cloud went live across the business, a landmark

moment in the evolution of our business.

Providing necessary resilience and assurance in a highly secure

manner, Oracle Cloud supports a more streamlined operating

model and refines our agility, making it easier for us to evolve in

the future.

Oracle Cloud is a world-class, evergreen infrastructure which

facilitates our continued innovation; ensures we have scalability

to execute our growth strategy; and makes us more agile for

our people and our customers.

Phase one went live in the summer of 2021, integrating and

automating finance, procurement and HR processes seamlessly,

improving the employee experience and making it easier for

businesses to do business with us via our newly created supplier

portal. It has also provided the foundations for us to bring our

payroll services in house, facilitating a significant improvement

in our service.

Oracle Cloud provides our colleagues with quality and

consistency of information and more visibility of what is ahead.

All our colleagues benefit from a single entry point for key

processes as well as being personally empowered to manage

their own data, making Wincanton a better place to work.

We also benefit from the standardisation of process which

Oracle Cloud facilitates, enabling greater efficiencies across

the business. Standardisation allows us to make changes more

easily in the future, from onboarding new business through

tomaking the changes required by governance standards.

It’s been a great achievement

to deliver the first phase of

this investment over the last 12

months. Oracle Cloud provides

our organisation with greater

agility, both internally and for

our customers.

Richard Gifford

Chief Information Officer

Wincanton plc Annual report and accounts 2022 – 021

ESG and sustainability

Our ESG strategy

Our ESG strategy is closely linked to our Group strategy, which comprises four key areas: our markets, our products and services,

our people and our operating model.

Each of these areas is underpinned by the issues that are most significant to our stakeholders in the areas of Environmental,

Social and Governance, to ensure we takeaproactive and responsible approachto the way we operate.

Protecting our futures

Environmental

Building the road to net-zero by 2040: a

commitment to being the leading supply

chain partner of net-zero solutions for

fleet, property and waste.

Our achievements include:

– our premium home delivery service

iscarbon neutral from 2021/22

– we have made our net-zero proposals

and roadmaps available to each of our

customers during 2021/22.

Our targets include:

– net-zero carbon emissions by 2040

– all our own non-transport businesses

will be carbon neutral from 2025

– we will double recycling rates from

residual waste by 2025

– all company cars will be electric by 2026

– we will eliminate difficult to recycle

packaging by 2030

– we will reduce our carbon offsetting

needs over time through innovation

andcontinuous improvement.

Social

Celebrating diversity, fostering a safe,

empowering and inclusive workplace and

supporting the communities in which

we operate.

We are committed to:

– looking after our colleagues, providing

asafe and inclusive workplace

– building relationships with our

colleagues to promote engagement

– helping our colleagues to develop their

careers with Wincanton

– upholding diversity and inclusion

forourcolleagues and leadership

– supporting and investing in

localcommunities.

Governance

Ensuring direction and control of our

business through effective management,

culture, systems and processes.

We are committed to:

– Board accountability

– transparent reporting

– continuous improvement.

The Wincanton Way – our ESG commitment

Our commitment to how we work and live our values, connecting and delivering with our

colleagues, customers, communities and suppliers.

Transparent reporting

Wincanton is committed to transparent ESG reporting. In order to achieve this we have begun to reference our reporting

against standard measures from the Global Reporting Initiative (GRI). This is not yet comprehensive and our reporting will

evolve over time. Read more about the UN SDGs and GRI at wincanton.co.uk/sustainability/governance/esg-reporting/

022 – Wincanton plc Annual report and accounts 2022

Environmental

Building the road to net-zero

by 2040: acommitment to being

the leading supply chain partner

of net-zero solutions for fleet,

property and waste

At Wincanton we want to be the leading partner

of net-zero solutions for fleet, property and

waste to support current and future customer

engagement, and to be the best performing

andmost trusted supply chain partner.

Our performance:

334

ktCO

235

tCO

£m rev

1.41

TWh

54.7

Social

Celebrating diversity, fostering

a safe, empowering and inclusive

workplace and supporting the

communities inwhich we operate

Our long term success is dependent on our

employees; providing a safe, inclusive and

ethical working environment, to support them

and help them grow. This is all intrinsic to The

Wincanton Way and sets out what we stand for

as a company.

Our performance:

Governance

Ensuring direction and control

of our business through effective

management, culture, systems

and processes

Companies are facing challenges thatlimit their

potential to grow, suchas scarce natural resources,

climate risk, lack of qualified talent, access to

infrastructure andinvestment opportunities.

Our customers and stakeholders expect a

strong leadership team whocan address these

environmental and social risks and opportunities,

andwho supports our purpose of ‘greatpeople

delivering sustainable supply chain value’.

At Wincanton we lead by example, and to achieve

this we have refocused our approach to ESG

across our Board and senior leadership team, to

ensure we deliver on all of our promises.

Our performance:

0.33 81%

58% 8.0

Carbon Carbon

intensity

Energy Waste

recycling

Offsets

Lost Time Injury

Frequency Rate

(LTIFR)

increase in

volunteer

diversity

champions

of driver

programme

participants

under the age

of 34

(out of 10)

score on

inclusivity at

Wincanton

No modern

slavery

incidents

ESG linked

remuneration

inplace

ESG Committee

in place

6,132

tCO

AccountsStrategic report Governance

Wincanton plc Annual report and accounts 2022 – 023

ESG and sustainability continued

The road to

net-zero by 2040

Our environment programme is overseen

by the Head of Sustainability, who chairs

an environmental ‘task force’ to guide our

programme. This team provides monthly

updates on progress to the Executive

Management Team (EMT) and to the new

ESG Committee as required.

Monthly management reports include

detailed carbon reports for each

business sector and contract, as well as

performance against our headline ESG

targets, such as our commitments to

achieve net-zero emissions by 2040 and to

double our recycling rates from residual

waste by 2025.

Sitting at the heart of the environment

strategy, our Environmental Management

System (EMS) is certified to ISO 14001 and

available across the business. The EMS

tracks a range of key indicators, enabling

us to take prompt actions where necessary

and to identify and exploit performance

improvement opportunities wherever

they arise.

During the year, we continued to

collaborate closely with industry partners

and customers to develop sustainability

plans covering our contract operating

locations. These plans include projects

designed to reduce our environmental

impacts and ensure that we continue to

make progress towards our ESG targets.

Greenhouse gas emissions

andenergy use

As a Carbon Trust Standard bearer since

2010, we’ve made continual reductions

in our annual carbon emissions. For 2021,

our climate risk disclosure and emissions

performance were again rated ‘B’ by CDP.

This rating indicates that we’re a company

‘managing carbon’ and demonstrates

that we’re implementing actions, policies

and strategies to address climate risks

and opportunities and have achieved

carbon reduction performance that

demonstrates this.

Our carbon emissions information

is prepared with reference to the

Greenhouse Gas Protocol Corporate

Accounting and Reporting Standard

for operational control. Carbon factors

used are as per Defra conversion factors

for company reporting 2021, with both

electricity generation and distribution

emissions included as scope 2 emissions.

For all UK mainland operations where we

have the supply contract, we continue

to purchase ‘green tariff’ electricity

which complies with the market-based

scope 2 reporting requirements of the

GHG Protocol. However, we continue to

report electricity use at UK grid average

emissions for the purposes of this Annual

Report and Accounts.

Environmental

We record and publish energy and fuel

use for managed supplies, which includes

all supplies that are managed at sites

wholly operated by our teams, either for

ourselves or our customers, irrespective

of whether the fuel and/or energy is

purchased by us directly. The sources of

emissions include road transport fuels;

fuels for non-road transport uses; energy

utilities for buildings; and fuel for business

travel in Wincanton-driven vehicles.

Energy figures are provided on the same

scope 1 and 2 basis as carbon emissions.

We also include consumption of fluorinated

refrigerant gases as a scope 1 emission

and have not excluded purposely any

scope 1 and 2 emissions sources regardless

of materiality.

Our commitment to net-zero carbon

emissions by 2040 is an absolute

target forcarbon emissions reduction,

irrespective of future growth, and we

strive to decouple emissions performance

from business performance. However, as

changes in our business activities continue

to directly affect our emissions, we use a

carbon intensity measure to manage our

carbon efficiency.

Our carbon intensity is defined as total

scope 1 and 2 carbon emissions from

managed supplies per unit of revenue,

and our carbon intensity ratio for the year

ended 31 March 2022 was 235 tonnes of

carbon dioxide equivalent (tCO

e) per

£mof revenue.

Our commitment to the UN Sustainable

Development Goals (SDGs)

024 – Wincanton plc Annual report and accounts 2022

Wincanton plc Annual report and accounts 2022 – 025

As a result of the work we have done to optimise our fleet efficiency and take

our first steps towards net-zero carbon by 2040, our energy use and carbon

emissions figures are as follows:

Energy use table

Energy use (MWh) 2021/22 2020/21 2019/20

Scope 1 transport 1,175,113 1,145,210 1,207,317

Scope 1 non-transport 149,718 134,995 120,207

Scope 2 electricity 83,943 80,562 83,767

Total energy (MWh) 1,408,774 1,360,767 1,411,292

Carbon emissions table

Carbon emissions (tCO

e) 2021/22 2020/21

2019/20 2018/19 2017/18

Scope 1 transport 278,295 275,512 295,547 290,470 308,227

Scope 1 non-transport 36,504 32,879 28,810 18,567 22,931

Scope 2 electricity 19,401 20,398 23,229 26,760 35,943

Total emissions 334,200 328,789 347,586 335,797 367,101

Carbon intensity

(tCO

e/£m)

235 270 290 295 315

Note: Less than 1% of total scope 1 and 2 emissions relate to operations outside the

UK (1,398 tCO

e).

2040

commitment to net-zero carbon emissions

The increase in scope 1 and 2 carbon

emissions this year relates to our strong

revenue growth, offset by improvements

in transport efficiency through continued

deployment of our transport optimisation

platform Winsight powered by ORTEC;

continued deployment of “green” tyres;

and increased fuel and energy efficiency

as we continue to upgrade our fleet and

warehouse estate. Increases in emissions

would have been more significant but have

been further offset by increases in sub-

contracted deliveries which have become

scope 3 emissions. As a result of these

actions, our scope 1 and 2 carbon intensity

has reduced significantly this year.

We recognise that scope 3 emissions are

material to interpreting our emissions

performance and anticipate including our

scope 3 emissions in future annual reports.

Transparent reporting

Use the QR code for more details on our environmental reporting against

GRI or visit wincanton.co.uk/sustainability/governance/esg-reporting/

AccountsStrategic report Governance

ESG and sustainability continued

Greenhouse gas emissions

andenergy use continued

Within the context of a new ESG policy,

published this year, which aligns our

ESG programme to the UN Sustainable

Development Goals against which

Wincanton can deliver the most value,

wehave been communicating our targets,

further defining the detail of their

implementation and contributing to a

range of projects that we anticipate will

make us a compelling long term supply

chain partner for our customers as they

continue to define and refine their

net-zero carbon plans.

In line with our 2021 commitments,

Wincanton has communicated its net-zero

strategy to its customers and provided

net-zero roadmaps for transport and

fleet, warehouse and infrastructure

andpackaging and waste.

We continue to ensure we optimise

our use of diesel through a variety of

continuous improvement measures in

both transport and warehousing and

deployment of our Winsight powered by

ORTEC digital fleet technology to optimise

the efficiency ofour network operation.

We have implemented new customer

activity utilising biomethane trucks and

have prepared trials of Hydrotreated

Vegetable Oil (HVO) as a drop-in

replacement fuel for diesel for several

customers although HVO pricing has

proved challenging over the year.

We completed evaluations of a number

of electric commercial vehicles up to

16.7tonnes; have installed our first two

rapid commercial vehicle chargers in

our estate; and have prepared customer

proposals for further deployment of

electric vehicles although no adoption

hasbeen agreed so far.

As we try to shape our net-zero future

we have provided operating data and

operational input to several innovation

consortia working on catenary electric

highway systems, hydrogen fuel cell trucks

and electric truck charging infrastructure.

We anticipate that this work will continue

into 2023 and beyond and we hope to trial

our first hydrogen fuel cell truck in 2022

and also join consortia delivering further

innovation towards our net-zero future.

During 2021 we added a new target to

our commitments, specifically to be

carbon neutral in our own non-transport

operations by 2025. To deliver this we will

electrify as much of our warehouse energy

use as we can; increase energy efficiency

where feasible; generate and/or purchase

renewable electricity and/or green tariff

utilities; and then offset residual emissions

from 2025.

Towards this new, non-transport target,

we are planning further investments in

our remaining LED lighting opportunities;

exploring further electrification of

mechanical handling equipment including

lithium-ion and hydrogen fuel cells; and

developing a landlord-led project to install

solar photovoltaic generating capacity

which we hope will become a template for

further such projects across our estate.

In March 2022 we purchased our first

carbon offset credits to allow us to deliver

a carbon neutral premium home delivery

operation this year. These 6,132 credits

were a blend of certified carbon credits

from a range of international offset

projects and we also chose to invest in

UK forestry projects to allow us to build

a pipeline of UK offsets verified against

the Woodland Carbon Code. These 1,022

UK ‘Pending Issuance Units’ (PIU) will take

some time to mature into UK ‘Woodland

Carbon Units’ (WCU) and were not utilised

in our ‘carbon neutral’ declaration which

was self- assessed.

Our international offset projects

were predominantly sourced from

an afforestation project in Bukaleba,

Uganda, with the balance from renewable

energy development in Karnataka, India.

These projects deliver environmental

and social value to communities in

developing economies which make a

further contribution to the UN Sustainable

Development Goals that we have chosen

to make progress against.

Until we can electrify our commercial

vehicle fleet at scale, we have committed

to electrifying our company car fleet

by 2026 and, after announcing the

programme in April 2021, over 60% of all

open orders are for pure electric vehicles,

with over 30% plug-in hybrids (PHEVs)

and a small number of diesel vehicles

approved on an exception basis. We will

be making significant further investment

in workplace charging to ensure we

maintain our change momentum and

we will eliminate PHEVs from the car

listduring 2022.

026 – Wincanton plc Annual report and accounts 2022

Wincanton plc Annual report and accounts 2022 – 027

Our waste management programme is

on track to meet our target of doubling

recycling rates from residual waste by 2025.

We set our performance baseline during

this year at 36.3%, making our target 72.6%

by 2025, and have achieved 54.7% against a

2021/22 interim year end target of 44.2%.

We have continued to consolidate our

preferred packaging supplier list to ensure

that we have strong innovation capability

in our supplier base and will continue to

drive waste reduction and circular economy

principles into our packaging sourcing in

collaboration with our customers, linking

packaging design to our Innovation Centre

where appropriate. The UK plastic packaging

tax was introduced in April and we moved

to higher recycled content in applications

where it was appropriate and simply reduced

plastic packaging volumes through technical

innovation where it was advantageous

environmentally. We will continue to

innovate on packaging to support our

customers, meet our targets and comply

with legislation.

Although we have set a long term

net-zero carbon target and some interim

sub-targets, we have not committed to

a formal Science-Based Target (SBT). We

plan on evaluating an SBT during 2022/23

and while we recognise that this has

become a standardised approach for many

companies, decarbonisation trajectories

for the freight transport sector are, as

yet, unclear. Our progress against targets

is currently focused on scope 1 and 2

emissions and we anticipate that we will

achieve a 30% reduction in emissions

by 2030 based on the wider industry

decarbonisation and legislative landscape.

We expect a further 70% reduction from

2030 to 2040 as electrification technologies

and infrastructure, potentially including

hydrogen, become more widespread and

commercially available.

To date, since we have been focused on our

scope 1 and 2 emissions, we have chosen

not to declare any scope 3 emissions in our

Annual Report. However, we have been

quantifying our scope 3 emissions for the

past eight years as part of our Carbon Trust

Standard certification. Downstream third

party transport and distribution will take

us above the SBT qualifying threshold for

scope 3 emissions and our net-zero 2040

target was set with this in mind and covers

scope 3 emissions. During this year, as part

of our compliance to the Crown Commercial

Service PPN 06/21 requirement, we declared

scope 3 emissions estimates related to

upstream and downstream transport and

distribution; employee commuting; waste;

and business travel. Details of methodology

and figures are available on our external

website please use the below QR code.

We will develop our scope 3 methodology

and emissions statements in conjunction

with our SBT evaluation work and future

interim target setting. We consider this work

in progress and have not included it here

although more information will be available

through the ESG reporting page referenced

on page 22.

Learn more about our

carbon reduction plan

AccountsStrategic report Governance

ESG and sustainability continued

Setting the

highest standards

Our people are at the heart of our

success. Through a combination of flexible

working practices, openness and support

we enable them to be their best and to

understand the integral role they play in

making our business a great place to work.

Looking after our colleagues

through the pandemic

Covid-19 has decimated lives and

livelihoods worldwide. By the time of the

UK’s first lockdown in March 2020, we

already had extensive business continuity

plans to keep our people safe while

protecting our business and that of our

customers. These included establishing

a Covid-19 task force which brought

together key central departments to

manage communications, daily bulletins

and policy changes.

As the pandemic continued, we were well

placed to ensure that all our locations

were safe for our colleagues and

customers, while at all times following

government regulations. In some cases,

we went further than those regulations,

for example by increasing standards for

face coverings. We also took part in pilot

schemes for lateral flow tests, further

ensuring that our colleagues felt confident

in their safety at work.

Providing a safe workplace

The safety of our colleagues and everyone

affected by our processes is of paramount

importance and is absolutely non-negotiable.

Everybody has the right to go home safe

after a day’s work. While there’s no room for

complacency, we’ve made good progress

again this year, reducing lost time accidents

while also increasing engagement with

colleagues through our safety conversation

and hazard spotting programmes.

Our safety measures

During the year, we retained our sharp focus

on our Lost Time Injury Frequency Rate

(LTIFR) measure. We exceeded our target of

0.37 and delivered an LTIFR of 0.33 against

a backdrop of busy implementations of new

business, ensuring that our safety standards

are present from the outset.

Our Total Recordable Injury Frequency

(TRIF) measure was a success this year.

Based on our target of 4.10, we achieved

3.75, showing a real reduction in the

underlying smaller incidents that can

become a lost time incident.

We also focus on blameworthy Collisions

per Million KMs (CMK), achieving 5.70 in

2021/22. Last year we achieved 5.17 CMK,

however, fleet utilisation during 2020/21

Social

8.2

eNPS score on colleagues reporting

having meaningful work

380

active learners engaged in

apprenticeships

0.33

Lost Time Injury Frequency Rate

(LTIFR) performance

was lower due to the impact of Covid-19

lockdowns on operations. Every driving

record, behaviour and incident is tracked,

monitored and regularly reviewed.

As always, the aim is to do everything we

can to minimise the impact of our activities

on our employees, other road users and

members of the public.

Continuous improvement

We’ve continued to deliver schemes to

promote the safety of our people and the

public. For example, The Wincanton Drivers’

Handbook sets out specific guidelines on

driving and handling including details on

the EVADE programme, which aims to

improve awareness of the dangers that

HGVs can pose to vulnerable road users,

particularly cyclists.

Our employees’ expertise in health and

safety matters is supplemented by regular

courses. During 2021/22, our portfolio

of courses grew from around 80 to more

than 120, enabling us to upskill over

8,500colleagues.

We have also benefitted from adapting

the majority of our training courses so that

they could be delivered virtually alongside

other courses that were held face to face

in Covid-19 secure environments.

Wincanton is now also the only provider

in the supply chain to hold training

accreditations for the Institution

of Occupational Safety and Health

(IOSH), the National Examination Board

in Occupational Safety and Health

(NEBOSH), Qualsafe and the Institute

of Environmental Management and

Assessment (IEMA).

Sustainability is at the heart of Wincanton’s

ambitions with a Group target to be net-

zero carbon by 2040. By training the next

generation of logisticians, Wincanton

isinspiring supply chain professionals to

deliver sustainable value to our customers

and colleagues.

Our training teams are always looking for

ways in which new technology can improve

the effectiveness of courses. For example,

we have added a mixed reality capability

into our Virtual Reality (VR) fire safety

solution, using a real fire extinguisher

aspart of the VR experience.

In February 2022, we launched our new

dedicated training and research facility

at Magna Park in Lutterworth. Developed

through a partnership between industry

and education, the Centre for Logistics

Education and Research (CLEAR) will

eventually host around 1,000 students

and address the key challenges faced

by the logistics sector. The pandemic

has highlighted the role of logistics and

supply chain operators in keeping shelves

Our commitment to the UN Sustainable

Development Goals (SDGs)

028 – Wincanton plc Annual report and accounts 2022

Wincanton plc Annual report and accounts 2022 – 029

Future drivers programme

We are dedicated to making driving a more inclusive, flexible and rewarding

profession to ensure our customers’ supply chains are properly resourced

and capable of meeting the needs of a resurgent economy.

This year we piloted and implemented our future drivers programme to attract,

select and train new drivers. Through a combination of targeted apprenticeships

and fast track driver’s licence acquisition schemes, supported by the government’s

Plan for Jobs skills and employment programme, we are developing the careers

of our existing colleagues as well as attracting and training new colleagues as

Wincanton drivers.

Some 480 colleagues participated in our future drivers programme this year,

with all participants ultimately qualifying as drivers. With 58% of this year’s

intake to our future drivers programme under the age of 34, and 6% female, the

programme is developing a more diverse pool of drivers. This success has been

delivered in collaboration with our customers, as the programme is open to our

customers’ warehouse-based colleagues looking to advance their careers in our

transport network.

In a challenging year for driver recruitment and labour sourcing our future drivers

programme has built a strong foundation to ensure retention, engagement and

loyalty among our drivers as we invest in, develop and support their career paths.

Our future drivers programme has delivered exceptional

results this year, developing a diverse pool of driving

talent. Its continued success ensures a strong foundation

as we continue to meet the needs of our customers.

Sally Austin

Chief People Officer

58%

Percentage of future drivers programme

participants under the age of 34

stocked. As clients demand increased

efficiencies, higher safety standards and

greater sustainability, CLEAR will help us

act smarter as a sector and make sure that

we’re attracting, developing and retaining

the highly skilled individuals on which our

business relies.

Supporting our people

At Wincanton, we continue to support a

diverse and inclusive workplace that treats

colleagues with dignity and respect. We

ensure our colleagues are given the right

support and opportunities to reach their full

potential, ensuring we deliver sustainable

supply chain value. This year all our

colleagues have continued to have access

to wellbeing training and development

as we support them through and beyond

the pandemic.

Our Diversity and Inclusion Steering

Group, chaired by Chief Executive James

Wroath and including executive sponsors

responsible for gender, race, disability and

LGBTQ+, has expanded its remit this year to

include ex-military personnel. The number of

volunteer diversity champions who support

the Group has grown by 81%.

Last year we included three new questions

in our ‘Your Pulse’ survey to measure how

satisfied our employees are in relation to our

approach to inclusion within Wincanton. The

results were encouraging with respondents

reporting an 8.0 (out of 10) score regarding

our inclusive culture.

Learn more about how we

are developing our future

drivers through targeted

apprenticeships

Transparent reporting

Use the QR code for more details on our social reporting against GRI

orvisit wincanton.co.uk/sustainability/governance/esg-reporting/

AccountsStrategic report Governance

ESG and sustainability continued

Supporting our people continued

Diversity matters at the highest level

of ourorganisation. Our Executive

Management Team (excluding CEO

and CFO) is 33% female and there is

43% female representation among

our Board of Directors, exceeding the

Hampton-Alexander Review target of33%

representation on FTSE 350 Boards

and Executive Committees. Below the

Executive Management Team level, female

representation in our Senior Management

Group has fallen slightly from 29% to 27%

in the past year.

Our gender pay gap remains consistent

with previous years and we believe that

we are on the right course to greater

gender pay parity in the future. There

were a far greater number of bonuses

paid out in the last year. The proportion

of males receiving a bonus doubled and

the proportion of females receiving a

bonus tripled.

We remain committed to the CBI-led

‘Change the Race: Ratio Charter’ and

continue to work with the Department for

Work and Pensions Disability Confident

Campaign and the Armed Forces Covenant

and will continue to honour these

commitments in the coming year.

Supporting the wellbeing of

ourcolleagues

We have continued to focus on creating

a supportive environment at Wincanton

and we understand and appreciate that

the Covid-19 pandemic, and its subsequent

impact on supply chains, has affected our

colleagues in different ways.

Our initiatives support our colleagues and

this year we have launched our wellbeing

commitment of ‘looking after ourselves

and others’. Our dedicated wellbeing

intranet and resource centre, supported

by our investment in Oracle Cloud, has

built a community throughout the year

to provide support, advice and ideas

for our colleagues to help them learn

about, manage and enhance their health

andwellbeing.

We have supplemented this support

through continued development of our

colleague app, iSmile, which facilitates our

direct communication with all colleagues.

Our Company-wide peer-to-peer

recognition platform, A Little Thank You, has

also launched this year, and saw some 400

recognition messages sent in the first week.

We delivered a series of Covid-19 pulse

surveys exploring colleagues’ feelings and

feedback on Wincanton communications,

health and safety measures, return to

work guidance and wellbeing during

thepandemic.

New questions have been built into our

annual engagement survey to explore

wellbeing and mental health. This data is

supporting the business in understanding

where and how additional support services

can be provided. We have developed a

number of training programmes from

finance to stress management over the

past year to support our colleagues and

we have further increased the provision

ofqualified mental health first aiders

across Wincanton by 76%.

This year we have also strengthened

our partnership with Mates In Mind, a

registered charity that raises awareness

and addresses the stigma of poor mental

health in the workplace. We have also

built on our relationship with Retail Trust,

ouremployee assistance programme

service provider.

030 – Wincanton plc Annual report and accounts 2022

Wincanton plc Annual report and accounts 2022 – 031

Developing the next generation

of supply chain talent

Apprenticeships

We rely on our 20,300 colleagues to deliver

for our customers every day. We need to be

able to access all the talent that exists in our

country and provide an exceptional career

development path. Our apprenticeship

programmes are designed to develop and

progress internal talent, while balancing a

pipeline of external recruitment to support

growth and sustainable succession planning.

At Wincanton we offer over 80 different

apprenticeship programmes reflecting the

breadth and diversity of our people and our

business. Our apprentices range from 17

to64 years of age; 31% are female and 69%

male while 3% have declared disabilities.

Our apprenticeship programmes range

from driver and warehouse roles through

tospecialist areas such as HR and finance.

We maintained our apprenticeship numbers

over the past year with approximately 2%

of our workforce, some 380 active learners

engaged in programmes. This is in line with

consistent learner numbers since April 2017,

which are steady at 1.9% of our colleagues

engaged in apprenticeships.

This year we have seen 76% retention of

apprentices after programme completion

and engagement has improved as we

continue to deliver night shift apprenticeship

programmes. A blended style of delivery has

made our apprenticeship programmes more

inclusive, enabling colleagues to enrol for

an apprenticeship when before they might

have not been ableto commit to attending

daytime face-to-face sessions.

We have also seen a growing number

ofcolleagues embark on a second, higher

level apprenticeship to further develop

their careers within Wincanton with

some20%ofactive learners engaged

inasecond apprenticeship.

Graduate placements

This year has seen a 50% increase in our

graduate intake, with the number of female

graduates on placements increasing by

54% and male graduates increasing by 46%.

Overall on our one year graduate placement

scheme, entrants from ethnic minority

backgrounds have increased by 37%. Our

graduates have raised over £13,000 for The

Prince’s Trust Million Makers entrepreneurial

challenge, which is changing the lives of

young people across the UK.

Plan for jobs

This year we have offered 37 roles and

employability training for young people

through the government’s Kickstart

Scheme. This scheme provides funding for

employers to create jobs for 16 to 24 year

olds on Universal Credit. 30% of these young

peopleare now Wincanton colleagues and

have secured permanent roles with us.

Strategic resourcing

This year we brought our recruitment

activities inhouse, creating a strategic

resourcing team to identify, attract and

recruit the very best talent to our business.

As we emerge from the pandemic and

address the regulatory changes and

challenges to day to day operations brought

about by the UK’s withdrawal from the

European Union, and the economy reboots

itself, we have improved our capabilities to

source quality people, respond quickly and

improve the overall recruitment experience

in line with our values and behaviours.

7.3

eNPS score on how appropriately the

business has managed the pandemic

8.0

eNPS score on inclusivity

in Wincanton

76%

increase in mental health first aiders

across Wincanton

AccountsStrategic report Governance

Our Board is accountable for the delivery

and success of our ESG strategy. An ESG

Committee chaired by the CEO will focus

on strategy, target setting, performance

and communication.

The ESG Committee is supported by a

Working Group, which meets regularly

to roll out ESG initiatives and to

address the communication around the

programme of work.

We have also introduced sustainability

targets applicable to our senior

management for discussion in their

performance reviews.

We have set the necessary measures and

targets to manage our ESG performance

and ensure transparent and consistent

reporting. We are beginning to use

Governance

ESG and sustainability continued

Code of Conduct

– Sets out what we stand

for as a company

– Underpinned by a

robust corporate

governance framework

– Applied across

the Group

wherever we work

Speaking Up

– Speaking up is the right

thing to do

– EthicsPoint provides

our helpline and

reporting portal

– Awareness campaigns

encourage an open and

transparent culture

Modern Slavery

– Modern slavery

statement is on

our website

– Supply chain risk

assessment and

social audits

– Modern slavery

awareness campaigns

and targeted training

Data Protection

– Personal data is

only collected and

processed and stored

in line with our

Company policies and

legal requirements

– Systems and processes

are assessed before

implementation to

ensure data is securely

processed and stored

Anti-Bribery and

Corruption

– Zero tolerance policy

– Mandatory e-learning

training module

– Gifts and hospitality

approval process

and register

standardised measurement systems

aligned to the Global Reporting initiative

(GRI), to better enable our stakeholders

to monitor our ESG performance over

thelong term and provide transparency

onmethodology.

We published our first ESG policy statement

on our website in November 2021, please

scan the QR to find out more.

Read more about our

ESGpolicy statement

Our governance position has been further

strengthened through revised policies

and associated compliance training and

awareness sessions run throughout the

business, for example modern slavery;

GDPR; IT acceptable use; and Speaking Up.

We completed the Business in the

Community ‘Responsible Business Tracker’

and the EcoVadis CSR assessment this

year and received valuable external

feedback on our ESG programme. Our ESG

materiality assessment aligns with our

principal business risk heatmap provided

on page 46 and is also aligned with our

selected UN Sustainable Development

Goals and GRI reporting described

elsewhere in this report.

Wincanton’s Code of Conduct and our compliance programme

helpcolleaguesmaketheright choices

Responsible Business Tracker® 2021

Transparent reporting

Use the QR code for more details on our governance against GRI

or visit wincanton.co.uk/sustainability/governance/esg-reporting/

032 – Wincanton plc Annual report and accounts 2022

A responsible and sustainable

business focused on the future

Strategy in action

Our people

Leading the way in diversity

andinclusion

National Inclusion Week is designed to celebrate everyday

inclusion in all its forms and brings organisations together

to celebrate, share and inspire inclusion practices.

Wincanton was proud to support National Inclusion Week

this year at our customer focused ‘It’s All About Inclusion’

Conference on 30 September, 2021 at The WEB, our state

of the art eFulfilment centre.

The event was host to speakers from organisations including

HS2, Nestlé and B&Q and themes such as disability, inclusive

procurement and inclusive leadership were discussed

alongside workshops focusing on race, mental health and

women in logistics.

Our colleagues and our customers were able to interact with

representatives from our diversity partner organisations

including Business in the Community; Business Disability

Forum; Remploy; and CBI’s Change the Race: Ratio Charter.

Attendees included representatives from our customers,

trade unions and our employment law partner.

Diversity and inclusion at Wincanton

means providing a supportive, motivating

working environment, regardless of

background, race, gender, sexuality or

level of ability.

Wincanton has long been an industry

leading champion of safety. A strong

culture of diversity and inclusion is a

critical part of providing a safe, welcoming

working environment.

James Wroath

Chief Executive Officer

Investing in our people

At Wincanton, we strive to enable our people to be their

best and to offer meaningful development opportunities to

all our colleagues. A career in supply chain and logistics is

varied and rewarding and provides long term opportunities

for our colleagues to achieve their potential. Investing in

the development of our people provides new skills for our

customers’ needs and the capabilities we require to execute

against our strategy.

Throughout this year we have successfully delivered new

learning and development programmes across the business.

Our future skills programme has delivered apprenticeships

focused on data, engineering and technology solutions:

– this year we launched our data analyst apprenticeship

programme to support Winsight powered by ORTEC,

which manages all transportation activity across digitally

transformed supply chains

– we have placed 15 apprentices on engineering

focusedprogrammes

– we launched our first Business Technology Solutions

(BTS) apprenticeship programme to address future skills

requirements and talent pipelining.

This year we have put 56 colleagues through our new sales

and account management development programme, which

standardises responsibilities and methodologies for the benefit

of our customers. We have also introduced an employee

relations and industrial relations development programme,

developing knowledge and capability in our people team, and

our NextGen programme for emerging and strategic leaders.

wincanton.co.uk/why-

wincanton/our-people/

Wincanton plc Annual report and accounts 2022 – 033

Our responsibilities

The Board considers it has fulfilled its responsibilities under

section 172 of the Act. It recognises the need to reflect the

views of the Group’s key stakeholders in its discussions and

consider the impact of the decisions it takes on them. This year

such key decisions have included the acquisition of Cygnia,

capital investment in the W

Innovation Centre andThe WEB,

and the dividend payment to shareholders.

Our approach

The Board maintains strong relationships with Wincanton’s

stakeholders (customers, colleagues, investors, communities and

suppliers) through multiple methods of engagement, including

a Non-executive Director dedicated to bringing the voice of

the workforce into the boardroom. There is a comprehensive

programme of pulse surveys, newsletters, a CEO blog, and

monthly CEO and leadership calls with colleagues. The Board visits

operational sites and has regular conversations with investors

plus results roadshows and specific consultations. Dedicated

account teams alongside management engage with customers in

regular reviews to deliver the best business outcomes and build

long terms strategic partnerships through delivering insights,

innovation and direct investment in new solutions. Our Supplier

Management Framework also includes operational, commercial

development and strategic review meetings.

Key decision: Cygnia acquisition

The decision to acquire Cygnia in September 2021 was in line

with Wincanton’s strategic focus on eCommerce and aligned

to the interests of investors and colleagues by bolstering the

Group’s growing eFulfilment business division. It offered new

growth opportunities via access to the mid-market sector.

Theacquisition provides Cygnia with access to Wincanton’s scale

andexpertise, enabling it to accelerate the pace of its growth.

Having a specialist eFulfilment provider in the Group strengthens

capabilities for the Group as a whole and accelerates growth prospects.

A stronger business division with new growth opportunities offers

positive future prospects for both Wincanton and Cygnia colleagues

and a positive impact on employment in the community. Customers

were contacted by both Cygnia and Wincanton management in

advance of the announcement, and detailed account reviews of the

top ten clients took place for the first 30 days post-acquisition. The

deal was also considered through the lenses of affordability and

financial benefit for our investors. The expected additional revenue

and new business opportunities resulting from the acquisition are

inthe interests of the long term success of the Company.

Key decision: reinstatement of dividend payments

Regular contact with Wincanton’s investors and shareholders has made

the Board very cognisant of how important dividends are to them,

and the reinstatement of the payment of dividends in August 2021

demonstrated the Board’s recognition of this. Having repaid all the

government assistance received at the height of the pandemic, the

Board approved the recommencement of the dividend programme

toreturn profits to shareholders. The interim dividend payment was

4.0p per share with a proposed final dividend of 8.00p.

Engaging with

our stakeholders

Section 172 statement

Under section 172(1) of the Companies Act 2006 (the Act), Directors are required

to explain how they have performed their duty to promote the success of the

Company having regard to the likely long term consequences of their decisions,

their employees’ interests, the Company’s relationships with its suppliers,

customers and others, and any operational impact on the community and

environment, whilst maintaining a good reputation and acting fairly.

Engagement in action:

Investment in The WEB and W

Innovation Centre

The Cygnia acquisition follows the Group’s investment earlier in 2021 in its state of the art, automated eFulfilment facility in

Rockingham, Northamptonshire (The WEB), to create additional capacity to drive growth in eCommerce.

The Board has visited the new W

Innovation Centre adjacent to The WEB, which opened in September. The purpose of the Centre is

to develop and showcase cutting edge design and technology for the benefit of Britain’s supply chains and all those who rely on them.

The centre will host customers, partners, colleagues and community groups. The Innovation Centre has been visited by its local MP

and has also hosted visits from universities including Aston and Derby (Wincanton is a NOVUS sponsor company), Cranfield, Coventry

and Royal Holloway in relation to students’ career development and potential joint working opportunities with those institutions.

Mencap has also visited as part of its young learners’ programme that Wincanton is involved with.

A recruitment day was hosted in conjunction with Logistics UK, a CILT Women in Logistics event was held in March and our first diversity

and inclusion event was held at The WEB and Innovation Centre in September. This saw experts from our customers’ businesses and

from across other sectors sharing knowledge and experiences. We have also hosted our Trade Union Council Meetings in the Centre and

the local South East Midlands Local Enterprise Partnership has visited, strengthening our presence in the local community.

034 – Wincanton plc Annual report and accounts 2022

Wincanton plc Annual report and accounts 2022 – 035

Task Force on Climate-related Financial Disclosures (TCFD)

Task Force on Climate-related

Financial Disclosures (TCFD)

We have made disclosures throughout this Annual Report consistent with the TCFD recommendations this year for the first time and

havesummarised them in the table below. We have not yet completed climate scenario modelling for our business and we are in the process

of developing our metrics to assess climate related risks and opportunities. We have provided some guidance on when and how this will be

done. In addition to the table and disclosures in this document, we have also provided links toourexternal ESG reporting website where more

detail on measures aligned to the Global Reporting Initiative can be found.

Within our sustainability strategy we have set a clear objective to achieve net-zerocarbon emissions by 2040 and have made a commitment to be

the leading third party logistics partner of net-zero solutions forfleet,property and waste. We achieved our 2021/22 target to be carbon neutral

for our premium home delivery service and we are workingtowards being carbon neutral for our own non-transport operations from 2025.

As a Group, we have publicly reported our GHG (carbon) emissions since 2014 and have been a Carbon Trust Standard bearer since

2010.Asummary of our progress against the TCFD recommendations is given below and the Group will continue to refine these

disclosurestoenhance our reporting for stakeholders.

TCFD reference Wincanton reference Page(s)

Governance

Board oversight of climate-related risks

and opportunities

Our ESG Committee focuses on strategy, target setting, performance and

communication. This management committee is chaired by the CEO and includes

a Non-executive Director to provide additional Board interface

52, 58

Management’s role in managing

climate-related risks and opportunities

Ownership of the management of climate related risks ultimately sits with the Chief

Operating Officer and is managed by the Head of Sustainability. Climate change risks

feature on the principal risk register.

Strategy

What are our climate-related risks, in

the short, medium and long term?

Details of climate-related risks are included in the disclosure of Principal risks and

uncertainties

What is the impact of climate-related

risks and opportunities on our business,

strategy and financial planning?

We have made a commitment to net zero carbon emissions. We deploy existing

and create new processes and technologies to reduce and enhance our own and

our customers’ environmental impact for the long term. Details are provided

in the Market Review and our Strategy sections

14 to 19

How resilient is our business strategy to

different climate scenarios?

Wincanton has not yet completed a formal assessment of business resilience to

climate scenarios. We anticipate utilising the IPCC Representative Concentration

Pathways (RCPs) and the associated condition statements to complete this no later

than 2024. As a UK supply chain company for a wide range of sectors, we anticipate

that our customers’ scenario planning will play a key role in shaping the resilience

of our business strategy and our own scenario planning statements

Risk

management

What are the processes through which

we assess and manage climate-related

risk and how are these integrated into

our risk management programme?

More details in the risk report

Further details on climate-related principal risk

44 to 51

Metrics and

targets

How do we assess the climate-

related risks and opportunities facing

the business?

We are still in the process of developing metrics to assess our climate related risks

and opportunities. Climate-related opportunities are considered monthly as part

ofour strategy review process

44 to 51

Our scope 1, 2 and 3 GHG emissions Environmental section in the ESG and sustainability report. KPIs for scope 1 and 2

emissions have been reported in recent Annual Reports; provisional scope 3 KPIs

are available on our website

24 to 27

The targets we use to manage the risks

andopportunities

Long and short term targets are set out in the Environmental section of the ESG

report. ESG-related remuneration targets are included in the Annual Bonus

for the Executive Management Team, specifically relating to health and safety

and Diversity and Inclusion. Targets around climate have not been included this

year due the long term nature of these targets

24 to 27

Wincanton recognises that climate change will have significant long term impacts

onour customers, markets and operations. To ensure we manage these climate

risks,opportunities and changes effectively and for the long term benefit of our

stakeholders, we have integrated climate governance into our standard operating

models, adopted climate risk as a principal business risk, set ambitious targets for

greenhouse gas reduction and communicated our net-zero strategy to customers.

AccountsStrategic report Governance

Chief Financial Officer’s review

The Group’s underlying profit before tax saw

significant growth of 23.1%, despite headwinds

in labour and fuel costs and other inflationary

pressures, which were mostly mitigated by our

business model and strategy.

James Clarke

Interim Chief Financial Officer

Financial performance for the year

ended 31 March 2022 was strong, with

revenue increasing 16.3% versus last

year and importantly also up by 18.3% on

pre-pandemic levels (2020: £1,201.2m).

Revenue increased across all four sectors

and we saw the benefit of new contract

wins, particularly in our key strategic

growth markets: eCommerce; public

sector; and infrastructure.

Underlying profit before tax increased by

23.1% against last year’s Covid-19 affected

result and was up 10.0% on pre-pandemic

levels (2020: £52.8m), demonstrating the

Group’s positive momentum.

Positive cashflow performance is reflected

in net cash of £3.7m (2021: net cash

£11.9m) notwithstanding the acquisition

of Cygnia for £27.6m in September 2021.

The net pension asset has increased to

£114.5m (2021: £48.2m) with net assets

at £63.6m (2021: net liabilities £1.7m).

We have also successfully renewed our

revolving credit facility (RCF) for a further

four years until March 2026 and extended

the commitment to £175.0m.

The key financial aspects are outlined

below with the results presented on an

underlying basis, excluding non-underlying

items, to provide a better understanding

of the underlying performance.

Reconciliations to statutory numbers are

set out in the Alternative Performance

Measures section at the end of this review

on pages 42 and 43, and Notes 3,9 and 30

to the consolidated financial statements

which also include details of the items

reported as non-underlying in the current

and prior year.

Financial performance summary

Revenue for the year ended 31 March

2022 was at its highest level since the 2011

Group restructuring, increasing over the

prior year by £199.5m to £1,421.4m despite

lost revenue following the disposal of the

Specialist Services businesses (Containers

and Pullman Fleet Services) in the prior

year. Compared to the year ended 31

March 2020, revenue increased 18.3%;

thisreflects the excellent trading across

all four sectors. Growth came from

increased volumes and new contracts

as well as renewals and extensions with

existing customers. The Group also

benefited from the full year impact of a

number of the new contracts such as the

Waitrose & Partners ‘dark store’, Dobbies

Garden Centres and HMRC Inland Border

Clearance facilities which commenced

late in the previous year. Growth was

particularly strong in the eFulfilment

sector from two-person home deliveries,

omnichannel and high-volume eFulfilment.

The Group’s underlying profit before tax

also saw significant growth of 23.1%,

increasing by £10.9m to £58.1m, with

growth of 10.0% against the year ended

31March 2020. The underlying profit

margin has strengthened to 4.1% (2021:

3.9%). This is despite headwinds in labour

and fuel costs, and other inflationary

pressures, which are mostly mitigated

by our business model and strategy.

Revenue from open book contracts which

provide protection from price increases

was 72% (2021: 69%) of our total revenue.

036 – Wincanton plc Annual report and accounts 2022

Wincanton plc Annual report and accounts 2022 – 037

Systems investment

We have successfully implemented phase

one of a new enterprise-wide finance

and HR system, Oracle Cloud, across the

business, on time and on budget. The new

system, together with the standardised

processes and controls to support it, are

being embedded. We are moving into phase

two of the project, which is to rationalise

and insource payroll operations across the

business and is scheduled to be completed

in 2022. Following new accounting guidance

(an IFRS Interpretations Committee agenda

decision), the costs of this project can no

longer be capitalised and costs incurred in

the year have been expensed as a non-

underlying charge of £4.1m. To complete this

project over the next 12 months, a similar

cost to this year is expected to be incurred.

Financial performance summary

2022

£m

2021

(Restated)

£m Change

Revenue 1,421.4 1,221.9 16.3%

Underlying EBITDA

108.3 95.2 13.8%

Underlying EBITDA margin (%)

7.6% 7.8% (20bps)

Net financing costs (6.6) (4.6) (43.5)%

Underlying profit before tax

58.1 47.2 23.1%

Underlying profit before tax margin (%)

4.1% 3.9% 20bps

Non-underlying items

(3.3) (1.0)

Profit before tax 54.8 46.2 18.6%

Income tax (6.9) (7.1)

Profit after tax 47.9 39.1 22.5%

Underlying EPS 40.8p 32.0p 27.5%

Basic EPS 38.6p 31.5p 22.5%

Closing net cash (£m) 3.7 11.9 (8.2)

Dividend per share 12.00p 10.35p

1 Certain comparatives have been restated due to a required change in accounting policy which has resulted in costs previously capitalised now presented

asanon‑underlying expense within net operating profit, as explained in Note 1 to the consolidated financial statements.

2 The section on Alternative Performance Measures (APMs) below and Notes 3 and 9 to the consolidated financial statements provide further information on these

underlyingmeasures, including definitions and a reconciliation of APMs to statutory measures.

3 Details of items reported as non-underlying in the current and prior year are included in the section headed non-underlying items below and in Note 3

totheconsolidatedfinancial statements.

Acquisition of Cygnia Logistics

On 10 September 2021, the Group acquired

Cygnia Logistics, a specialist in multichannel

fulfilment with expertise spanning the full

breadth of their customers’ requirements,

including high-volume order fulfilment,

returns and carrier management services.

The Group paid consideration of £23.9m

for the business including the repayment

of borrowings acquired and there was a

further £3.7m of cash outflow in respect

of working capital acquired and capital

expenditure incurred after the lockbox

date. The accounting for the acquisition

has been finalised and further details can

be found in Note 27 to the consolidated

financialstatements.

Cygnia contributed £22.6m to revenue in

the period since acquisition in September

2021 and, alongside our existing automated

facilities has resulted in significant new

business wins. Customer retention has

been strong, with Wincanton re-securing

over 95% of Cygnia’s existing customers at

contract renewal.

Furthermore, for the majority of our closed

book contracts, contract renegotiations

have been completed in the year with price

increases agreed at an average of 15%. In

addition, our driver training programmes

have enrolled over 480 colleagues to

become future drivers in our business and

this both ensures a good pipeline of future

drivers as well as reducing the reliance on

more expensive agency labour.

Statutory profit before tax of £54.8m (2021:

£46.2m as restated) is impacted by non-

underlying costs primarily reflecting cloud

computing configuration and customisation

costs now expensed as a result of changes in

accounting guidance and acquisition-related

costs. Non-underlying credits include the

release of a historic warranty provision and

consequential gains on business and asset

disposals. Profit after tax for the year on a

statutory basis increased to £47.9m (2021:

£39.1m as restated), an increase of 22.5%.

Underlying EPS, which excludes earnings

from non-underlying items, increased by

27.5% to 40.8p (2021: 32.0p), reflecting

increased profits and the benefit of a lower

effective tax rate. Basic EPS increased by

22.5% to 38.6p (2021: 31.5p as restated).

AccountsStrategic report Governance

Chief Financial Officer’s review continued

Sector revenue

2022

£m

2021

£m

Change

eFulfilment 223.2 144.4 54.6%

Public & Industrial 284.2 245.6 15.7%

Grocery & Consumer 517.6 447.0 15.8%

General Merchandise 396.4 334.3 18.6%

Ongoing operations 1,421.4 1,171.3 21.4%

Disposed businesses – 50.6 (100.0)%

Total 1,421.4 1,221.9 16.3%

eFulfilment was our fastest growing sector

for the second successive year, reflecting

the strong demand for its services from

retail markets. Organic growth was 38.9%

reflecting both new business wins as

well as the full year impact of contract

wins in the previous year which included

the Waitrose & Partners ‘dark store’. Our

investment into The WEB, Rockingham, an

automated facility, also provided further

growth capacity where we commenced

operations with Lakeland, Snug and

Saint-Gobain. In time the recently secured

contract with The White Company will

transition to this facility. The acquisition

of Cygnia delivered additional revenue

to the sector of £22.6m. This was slightly

down on our expectation reflecting some

softening in consumer online demand

during the final quarter although the

sales pipeline has presented some good

prospects for continued growth.

The Public & Industrial sector saw full

year revenue growth of 15.7% and

importantly grew against pre-pandemic

levels. The recovery seen during the

second half of the previous year continued

within the construction and energy

markets. The strategy to increase our

public sector business saw the full year

impact of our HMRC Inland Border

Clearance facility contract and we were

successful in securing a new contract

with Defra (border checks and clearance

of imported plants and animals) where

mobilisation commenced towards the

end of the year. We also started a new

contract to receive, sort and store PPE

on behalf of the UK Government, which

was facilitated through our innovative

shared warehousing platform, OneVAST

warehouse. Finally, we also expanded our

relationship with BAE Systems through an

additional site at Linwood.

Both Grocery & Consumer and General

Merchandise sectors have seen similar

levels of strong growth in the year

reflecting the largely strong consumer

demand for our customers’ products

as well as contract expansion and new

business wins. We continue to support

the growth of the Kingfisher Group and

opened a further distribution centre in

Daresbury, welcoming 400 new colleagues

to Wincanton. We also won new work

with MGA Entertainment and Primark and

benefited from the full year revenues of

Heineken and Kelkay.

The mix of open to closed book

business continues to be a focus as we

seek to balance the relative risks and

opportunities presented from each

sector. With strong growth across all four

sectors the mix of business remained

fairly consistent with revenue from open

book contracts increasing slightly to 72%

(2021: 69%).

Net financing costs

2022

£m

2021

£m

Change

£m

Interest income – 0.1 (0.1)

Interest on the net defined benefit pension asset 1.1 2.3 (1.2)

Interest expense (2.1) (2.8) 0.7

Unwinding of discount on provisions (0.4) (0.4) –

Interest on lease liabilities (5.2) (3.8) (1.4)

Net financing costs (6.6) (4.6) (2.0)

Net financing costs were £6.6m (2021:

£4.6m), £2.0m higher year on year. The

largest proportion of this relates to

interest on lease liabilities which reflects

a higher proportion of leased assets

acquired for new contracts.

Bank interest payable on loans of £2.1m

(2021: £2.8m) includes commitment

fees and arrangement fees of £0.7m

(2021: £1.5m).

Non-cash net interest income of £1.1m

(2021: £2.3m) relates to the net defined

benefit pension asset. The discount

rate applied in calculating the interest

decreased from 2.3% to 2.0%, reducing

the net position from £2.3m to £1.1m in

the current year.

038 – Wincanton plc Annual report and accounts 2022

Wincanton plc Annual report and accounts 2022 – 039

Taxation

2022

£m

2021

£m

Change

£m

Underlying profit before tax

58.1 47.2 10.9

Underlying tax charge (7.5) (7.5) –

Non-underlying tax 0.6 0.4 0.2

Tax charge as reported (6.9) (7.1) 0.2

Effective tax rate on underlying profit before tax 12.9% 15.9% (300)bps

1 Alternative Performance Measure: refer to Note 3 to the consolidated financial statements.

The underlying tax charge of £7.5m

(2021:£7.5m) represents an underlying

effective tax rate (ETR) of 12.9% (2021:

15.9%) on underlying profit before tax and

is stated before net tax credits of £0.6m

(2021: £0.4m) in respect of non-underlying

items. Corporation tax paid in the year was

£3.3m(2021: £5.7m).

The ETR is lower than the statutory rate

of 19.0%, in part due to the introduction

of super capital allowances of 130% on

qualifying assets which will remain effective

until 31 March 2023. The benefit of this

deduction has reduced underlying tax

by £1.4m resulting from the permanent

deduction of 30% on qualifying capital

spend and has reduced the tax paid in the

year by £5.2m. In addition, the Group has

optimised the use of tax losses and will

accelerate tax payments to benefit from

thechange in tax rates from 19% to 25%

from 1 April 2023.

In line with the increase in the corporation

tax rate to 25% from 1 April 2023 the rate

at which deferred tax is calculated has

increased. Net deferred tax at the end

of the year is a liability of £16.9m (2021:

£1.6m) which mainly comprises deferred

tax liabilities related to the net pension

assets, partially offset by deferred tax assets

arising on tax losses carried forward and

the tax treatment of IFRS 16 leases. As the

movement in deferred tax liability related

to the net pension asset is reported through

other comprehensive income, it does not

impact the profit and loss tax charge.

Profit after tax and

earnings per share

Underlying profit before tax for the year

increased by 23.1% to £58.1m (2021:

£47.2m as restated) due to the increased

revenue as outlined above. There was also

a small contribution to underlying profits

resulting from improved margins across

the Group, following the implementation

of cost control measures and contract

renegotiations completed in the year. This

increase was partially offset by increased

net financing costs, principally due to

higher interest payable on leases and less

interest income on the defined benefit

pension surplus.

Underlying profit after tax for the year

is£50.6m (2021: £39.7m). The increase of

27.5% reflects the increase in underlying

profit before tax as well as the reduction

inthe underlying effective tax rate from

15.9% to 12.9% as explained above.

Profit after tax for the year on a statutory

basis increased to £47.9m (2021: £39.1m as

restated), an increase of 22.5%. This reflects

increases in non-underlying costs primarily

relating to cloud computing configuration

and customisation costs now expensed as

aresult of changes in accounting guidance

and acquisition-related costs. Non-underlying

credits include the release of a historic

warranty provision and consequential

gainson business and asset disposals.

Underlying EPS, which excludes earnings

from non-underlying items, increased by

27.5% to 40.8p (2021: 32.0p). Basic EPS

increased by 22.5% to 38.6p (2021: 31.5p

asrestated).

The calculation of these EPS measures is set

out in Note 9 to the consolidated financial

statements. The weighted average number

of shares used in the calculation of basic EPS

is impacted by shares issued and purchased

during the year related to share options, and

for diluted EPS, by share options in issue not

yet exercised.

Dividends and dividend policy

2022

pence

2021

pence

Interim 4.00 2.85

Final (proposed) 8.00 7.50

Total 12.00 10.35

In setting the dividend the Board considers

a range of factors, including the Group’s

strategy (including downside sensitivities),

the current and projected level of

distributable reserves and projected cash

flows, including cash payments to the

pension scheme and deferred payment

arrangements.

The Board is proposing a final dividend

of8.0p (2021: 7.5p), which, together

withthe interim dividend of 4.0p per share

(2021: 2.85p per share), will result in a total

dividend per share for 2022 of 12.0p (2021:

10.35p). This brings the total dividend back

above pre-pandemic levels and broadly

tracks the improvement in underlying

earnings. The proposed final dividend is

subject to approval by shareholders at the

Annual General Meeting on 12 July 2022 and

if approved by shareholders, will be paid

on 5 August 2022 to shareholders on the

dividend amount to be paid is £10m and in

accordance with Adopted IFRS has not been

included as a liability in these statements.

Dividend payments in the year of £14.3m

(2021: £3.5m) comprised the final 2021

dividend and the 2022 interim dividend

(2021: interim 2021 dividend only).

AccountsStrategic report Governance

Chief Financial Officer’s review continued

Financial position

The summary financial position of the Group is set out below:

2022

£m

2021

Restated

£m

Change

£m

Non-current assets (excluding pension assets) 325.6 235.1 90.5

Net current liabilities (156.2) (158.0) 1.8

Non-current liabilities (excluding pension liabilities) (224.0) (138.9) (85.1)

Net cash (excluding lease liabilities) 3.7 11.9 (8.2)

Net pension asset (excluding deferred tax) 114.5 48.2 66.3

Net assets 63.6 (1.7) 65.3

1 The comparative for non-current assets has been restated following a required change in accounting policy as explained in Note 1 to the

consolidated financial statements.

The increase in net assets of £65.3m since

31 March 2021 relates primarily to the

positive movement on the net pension

asset which has increased to £114.5m

(2021: £48.2m), an increase of £66.3m.

The pension movement is primarily due

tothe impact of external market factors

asexplained in the Pension section below.

The increase in both non-current assets

and non-current liabilities during the year

reflects significant new leases for property

and other assets, including those acquired

with Cygnia, with right-of-use (ROU) assets

being offset by increased lease liabilities.

Movements in non-current assets also

include goodwill recognised on the

business combination, with non-current

liabilities reflecting increased borrowings

and deferred tax liabilities, mainly related

to the net pension asset.

Revenue growth and good cash

management have led to the Group

reporting a net cash position of £3.7m at

31 March 2022 (2021: £11.9m net cash),

despite reporting a net debt position

atthe end of H1 of £16.4m, shortly after

completion of the Cygnia acquisition.

The prior year cash position included

the benefit of significant temporary

cash protection measures including the

deferral of VAT, corporation tax and

pension recovery payments and the

Coronavirus Job Retention Scheme (CJRS),

which were repaid during the second half

oftheprior year.

Cash flow and net debt/cash

Net cash at 31 March 2022 was £3.7m (2021: net cash £11.9m), reflecting a net cash outflow of £8.2m over the intervening 12 months.

Free cash flow, defined as the movement in net debt/cash before acquisitions, pension payments, dividends and the purchase of own

shares, was an inflow of £54.0m (2021: £43.8m inflow).

2022

£m

2021

(Restated)

£m

Change

£m

Underlying EBITDA

108.3 95.2 13.1

Working capital 6.0 3.0 3.0

Tax (3.3) (5.7) 2.4

Net interest (8.3) (6.3) (2.0)

Other items (2.7) (2.2) (0.5)

Repayment of obligations under leases (37.7) (35.1) (2.6)

Capital expenditure (11.2) (9.6) (1.6)

Proceeds from asset disposals 2.9 4.5 (1.6)

Free cash flow 54.0 43.8 10.2

Pension payments (18.5) (18.3) (0.2)

Dividends (14.3) (3.5) (10.8)

Own shares acquired (1.8) – (1.8)

Acquisition:

– Consideration (23.9) – (23.9)

–

Additional net assets acquired (3.7) – (3.7)

(Decrease)/increase in net cash (8.2) 22.0 (30.2)

1 Certain comparatives have been restated due to a required change in accounting policy which has resulted in costs previously capitalised now

presented as a non-underlying expense within net operating profit, as explained in Note 1 to the consolidated financial statements.

2 Alternative Performance Measure: refer to Note 3 to the consolidated financial statements.

Working capital movement in the year

resulted in an inflow of £6.0m (2021:

inflow of £3.0m) driven mainly by

good cash management, the mix of

revenue growth from both new and

existing customers on favourable terms,

and a timing difference on payables

supporting growth.

The Group paid cash tax in the year of

£3.3m, benefiting from enhanced capital

allowances together with tax deductions

received on pension contributions.

Additional tax of £3.9m was paid in April

2022 as a consequence of group tax

losses being deferred until future years to

benefit from the higher rate of tax 25%

from 1 April 2023.

040 – Wincanton plc Annual report and accounts 2022

Wincanton plc Annual report and accounts 2022 – 041

Net interest includes arrangement fees

of £1.4m paid on completion of the Group

successfully renegotiating its revolving

credit facility. During H2, additional

drawdowns were made against the Group’s

revolving credit facility principally to fund

the Cygnia acquisition and support cashflows

associated with the peak period for the

foundation markets.

The Group manages capital expenditure

tightly as demonstrated during the

pandemic period. This year it has made

significant investment in the upgrade and

replacement of assets where appropriate.

Capital expenditure increased to £11.2m

(2021: £9.6m) supporting growth through

investment in automation and innovation in

Nuneaton and The WEB, Rockingham; the

prior year has been restated to reflect the

change in accounting policy around cloud

computing implementation costs.

Net proceeds from asset disposals of £2.9m

relates to the disposal of a number of

specialist vehicles in the year and includes

the proceeds of assets recorded as held for

sale at 31 March 2021. In the prior year, the

net proceeds of £4.5m primarily relate to the

disposal of sundry vehicles.

Other items of £2.7m (2021: £2.2) comprise

non-cash items relating to net movements

on provisions and share-based payment

charges in the year. It also includes cash

costs relating to the upgrade of our finance

and HR systems that have been expensed

in line with our revised accounting policy

around cloud computing implementation

costs and acquisition-related expenses,

offset by contingent consideration from the

disposal of our Specialist Services businesses

in the prior year.

The cash contributions to fund the pension

deficit in the current year to 31 March

2022 were £19.2m (31 March 2021: £18.9m)

less administration costs of £0.7m (2021:

£0.7m). The Group expects to contribute

£20.7m to the pension scheme in the next

financial year.

Equity dividends of £14.3m (2021: £3.5m)

were paid in the year, reflecting the return

to the Group’s progressive dividend policy.

The interim cash dividend paid in the second

half was £4.9m (2021: £3.5m). As noted

above, the recommended final dividend for

the year ended 31 March 2022 will result in

an estimated cash outflow of £10.0m in the

first half of the year ended 31 March 2023.

The Group acquired 500,000 of its own

shares (2021: nil) during the year for a

total payment of £1.8m (2021: nil) to

provide shares for the Employee Benefit

Trust inrespect of its long term incentive

plancommitments.

The acquisition of Cygnia in September 2021

resulted in a net cash outflow of £27.6m

asdescribed above.

Financing and covenants

The Group has a £175.0m (2021: £141.2m) committed RCF which has been renegotiated during the year and matures in March 2026. The headroom

in these committed facilities in addition to net cash of £3.7m at 31 March 2022 was £150.0m (2021: £132.2m). The Group also has a Receivables

Purchase Facility (RPF) and operating overdrafts which provide day to day flexibility, amounting to a further capacity of up to £50m and £7.5m

respectively in uncommitted facilities. At 31 March 2022, utilisation of the Group’s non-recourse RPF was £4.1m (2021: £7.1m).

Wincanton operates comfortably within its banking covenants, as summarised in the table below:

Covenant

Ratio At 31 March 2022 At 31 March 2021

Leverage ratio <3.0:1* 0.7 0.3

Interest cover >3.5:1 38.8 29.2

Fixed charge cover >1.4:1 2.7 2.8

* Leverage ratio was <2.75:1 under previous RCF agreement.

The calculation of these covenants and reconciliations to reported numbers are included in Note 30 to the consolidated financial statements.

Pensions

The Group operates a number of pension arrangements in the UK and Ireland.

Defined benefit arrangements

The Wincanton plc Pension Scheme (the Scheme) includes defined benefit sections which were closed to future accrual on 31 March 2014.

The Group has reported an IAS 19 net asset of £114.5m (£85.9m net of deferred tax) at 31 March 2022 (2021: £48.2m).

£m

31 March 2022 30 September 2021 At 31 March 2021

Assets 1,208.3 1,256.4 1,211.9

Liabilities (1,093.8) (1,188.8) (1,163.7)

Net pension asset 114.5 67.6 48.2

Discount rate (%) 2.7% 2.0% 2.0%

The movement in the net defined benefit

asset in the year was primarily the result

of the impact of external market factors.

Scheme liabilities are calculated using

a discount rate based on high quality

corporate bond yields while Scheme assets

are hedged against movements in gilt yields.

Credit spreads on corporate bonds increased

due to market uncertainty resulting in a

reduction in the liabilities, which was not

matched with a corresponding fall in the

value of assets as at 31 March 2022.

The deficit funding contribution in the year,

net of expenses, was £18.5m (2021: £18.3m).

The estimated actuarial deficit on a technical

provision basis has reduced to £37m at

31 March 2022, compared to £67m at 31

March 2021. At 31 March 2022, the Scheme’s

investments were split between 19% in

return-seeking assets and 81% in defensive

assets. The inflation and interest rate risks

facing the Scheme are hedged to mitigate

the quantum of any future movements

inthe actuarial valuation.

The sensitivities of the present value of

the Scheme obligations to changes in

the key actuarial assumptions have been

assessed; an increase of 0.25% in the

discount rate has been estimated to further

reduce the liability by £41m and reduce the

assets by £52m, a net reduction in the net

asset of £11m.

AccountsStrategic report Governance

Chief Financial Officer’s review continued

Alternative Performance Measures

The table below reconciles the APMs to the statutory reported measures.

2022 2021

Underlying

£m

Non-

underlying

Items

£m £m

Underlying

£m

Non-

underlying

items

(Restated)

£m

Statutory

(Restated)

£m

Revenue 1,421.4 – 1,421.4 1,221.9 – 1,221.9

EBITDA 108.3 (2.7) 105.6 95.2 0.6 95.8

EBITDA margin (%) 7.6% – 7.4% 7.8% – 7.8%

Depreciation, amortisation and impairments (43.6) (0.6) (44.2) (43.4) (1.6) (45.0)

Operating profit 64.7 (3.3) 61.4 51.8 (1.0) 50.8

Net financing costs (6.6) – (6.6) (4.6) – (4.6)

Profit before tax 58.1 (3.3) 54.8 47.2 (1.0) 46.2

Income tax (7.5) 0.6 (6.9) (7.5) 0.4 (7.1)

Profit after tax 50.6 (2.7) 47.9 39.7 (0.6) 39.1

Earnings per share

40.8p 38.6p 32.0p 31.5p

Dividend per share 12.00p 12.00p 10.35p 10.35p

Net cash excluding lease liabilities 3.7 3.7 11.9 11.9

1 Comparatives have been restated following a required change in accounting policy as explained in Note 1 to the consolidated financial statements.

2 Alternative Performance Measure: – refer to Notes 3 and 9 to the consolidated financial statements.

– a decline in current market conditions,

including the impact of further

increases in inflation and increased

competition, resulting in lower Group

revenues and profits.

The Board has also considered a base case

and a severe but plausible downside case.

In both scenarios, the Group has adequate

headroom in existing bank facilities to

meet its liabilities as they fall due, and

it complies with the financial covenants

under its committed borrowing facilities

throughout the forecast period.

The forecasts on which the going concern

assessment is based have also been subject

to sensitivity analysis and stress testing to

assess the impact of the above uncertainties.

The Directors also reviewed the potential

mitigation actions that could be taken in

the event that revenues are worse than

expected, to ensure that operating profit

andcash flows are protected.

The Directors have considered the impact

of climate related matters on the Group’s

going concern assessment, and do not

expect this to have a significant impact on

the going concern assessment throughout

the forecast period to 30 September 2023.

Further details are provided in Note 1

‘Accounting policies’ in the consolidated

financialstatements.

potential financial impact. In parallel, the

Group continues to work with its insurance

providers to confirm coverage if required.

Going concern

The financial statements have been

prepared on a going concern basis.

Having considered the ability of the

Company and the Group to operate

within its existing facilities and meet its

debt covenants, the Directors have a

reasonable expectation that the Company

and the Group have adequate resources to

continue in operational existence for the

foreseeable future.

In determining whether the financial

statements can be prepared on a going

concern basis, the Directors considered the

Group’s business activities, together with

the principal risks and uncertainties likely to

affect its future performance and position.

The review also included the financial

position of the Group, its cash flows, and

adherence to its banking covenants.

The Board considered the following

key uncertainties in considering the

Group’s future:

– a deterioration in trading performance

together with unplanned working

capital outflows

– further waves of the Covid-19 pandemic

and its impact on trading

Defined contribution

arrangements

The Group’s defined contribution

arrangements include the Retirement

Savings Section, including the Auto

Enrolment section, and the Pension

Builder Plan in the UK, Cygnia

contributions to a Master trust and

a separate similar local scheme in

Ireland. The charge incurred for

these arrangements total £36.7m

(2021: £34.0m).

Contingent liabilities

From time to time, the Group is notified

of legal claims in respect of work carried

out and the potential exposure can be

material. Where management believes we

are in a strong position to defend these

claims and the likelihood of an outflow

of economic benefit is not probable, no

provision is made.

The Group has received notification of

apotential claim from a former customer

and is in the early stages of defending

thisclaim. At this time, the Group

considers that it is not probable that any

claim will result in an outflow of economic

benefit. The Group is actively seeking

further information to substantiate the

allegations made. Given the early stage of

the legal and commercial process it is not

practicable to make an estimate of the

042 – Wincanton plc Annual report and accounts 2022

Wincanton plc Annual report and accounts 2022 – 043

Non-underlying items

2022

£m

2021

(Restated)

£m

Change

£m

Cloud computing configuration and customisation costs

(4.1) (2.2) (1.9)

Acquisition-related costs (1.0) 0.2 (1.2)

Amortisation of acquired intangibles (0.6) – (0.6)

Release of warranty provision 1.0 – 1.0

Gain on disposal of businesses 0.9 0.4 0.5

Net profit on disposal of assets and freehold property 0.5 1.3 (0.8)

Pension Scheme – Guaranteed Minimum Pension (GMP) – (0.7) 0.7

(3.3) (1.0) (2.3)

1 Certain comparatives have been restated due to a required change in accounting policy which has resulted in costs previously capitalised now presented

asa non‑underlying expense within net operating profit, as explained in Note 1 to the consolidated financial statements.

The Group has reviewed and clarified its

policy on non-underlying items during the

year and seeks to take a balanced approach

to both gains and losses, to be both

consistent and clear in the accounting and

disclosure of such items.

Cloud computing configuration and

customisation costs relate to a major

systems implementation which has gone

live during the year. These costs have been

expensed following a revised accounting

policy implemented in accordance with

updated accounting guidance. They have

been presented as a non-underlying item

as they are not reflective of underlying

performance. Comparatives have been

restated to reflect the change of accounting

policy, with £2.2m previously capitalised

now being expensed.

The Group has incurred acquisition-related

costs, professional fees and integration costs

of £1.0m related to the acquisition of Cygnia,

which have been recognised as an expense

as required by accounting standards. In the

prior year, a balance related to estimated

costs of aborted M&A activities was released

following the conclusion of these bids.

The Group has released the value of a

potential claim under a historic warranty

provision now considered to be remote and

has recognised a gain of £0.9m arising from

contingent consideration recognised on the

Group’s disposal of its Containers business

in October 2020. Further gains which relate

to the disposal in the year of a number of

specialist vehicles that were not required for

ongoing operations have also been treated

as non-underlying.

James Clarke

Interim Chief Financial Officer

19 May 2022

Further details of underlying results and the

definition of non-underlying items can be

found in Note 3 to the consolidated financial

statements.

EBITDA refers to earnings (operating

profit) before interest, tax, depreciation

of property, plant and equipment and

right-of-use assets and amortisation of

finite-lived intangible assets. This measure

also excludes the impact of impairment of

non-current assets.

Other APMs used which relate to cash

flow are net debt/cash and free cash flow.

Net debt/cash is the sum of cash and bank

balances, bank loans and overdrafts and

other financial liabilities excluding lease

liabilities. Note 30 to the consolidated

financial statements provides a breakdown

of net debt/cash for the current and

prior year. Free cash flow is defined as

the movement in net debt/cash before

acquisitions, pension payments, dividends

and the purchase ofown shares.

both in a better understanding of the

financial performance achieved and in

making projections of future results.

Abalanced approach to both gains and

losses is applied, to be both consistent

andclear in the accounting and disclosure

ofsuch items.

The Group identifies items as non-underlying

based on the following principles:

– items that are significant in nature. The

event or transaction is clearly unrelated

to, or only incidentally related to, the

trading activities of the Group or the

event or transaction would not reasonably

be expected to recur in the foreseeable

future; and/or

– items that are significant in size. The

event is considered significant in size and

therefore distorts the underlying results

In addition, the Group will always disclose

the items below as ‘non-underlying items’:

– amortisation charges relating to acquired

intangible assets

– profits or losses arising on the disposal

ofcontinuing or discontinued operations

– adjustments to amounts previously

reported as non-underlying

– the tax impact of non-underlying items

The Alternative Performance Measures

(APMs) or underlying results reported

in this Annual Report and Accounts

statutory measures adjusted for items

which management considers could distort

the understanding of performance and

comparability year on year.

APMs are used by the Board to assess

the Group’s performance and are applied

consistently from one period to the next.

They therefore provide additional useful

information for shareholders on the

underlying performance and position of the

Group but should not be viewed in isolation.

Additionally, underlying profit before

tax is used in determining annual bonus

payments and underlying EPS is used as a

key performance indicator for most awards

under the Long Term Incentive Plan (LTIP)

share incentive scheme. These measures are

not defined by IFRS and are not intended

to be a substitute for IFRS measures.

Wincanton’s underlying measures may not

be comparable to similarly titled measures

used by other companies.

The Group presents underlying EBITDA,

operating profit, profit before tax and

EPS which are calculated as the statutory

measures stated before non-underlying

items. These are items which the Directors

consider separate disclosure would assist

AccountsStrategic report Governance

Risk report

The Board sets the policy for managing

risk in the business. It recognises the

importance of having effective policies

and procedures for identifying, actively

monitoring, mitigating and managing the

financial and non-financial risks facing

the Group.

By regularly reviewing the Group risks,

which are derived from the detailed

operational risks identified across the

Group by businesses and functions,

and satisfying itself that these risks are

managed within the Group’s risk appetite,

the Board ensures that the Group’s

risk exposure remains appropriateand

linkstothe effective delivery of its

strategic objectives.

The Board has ultimate accountability

for the execution of risk management

and internal control systems, with the

Executive Management Team responsible

for execution of the management of

risk throughout the Group. The Risk

Management Committee provides

assurance regarding the management

ofGroup and operational risks.

The Financial Assurance Committee

provides assurance regarding the

management of financial risk.

The Board has delegated responsibility

for the monitoring and reviewing of

the effectiveness of the Group’s risk

management and internal control systems

to the Audit Committee. Assurance over

the effectiveness of these systems is

provided through regular management

reporting to the Audit Committee. The

process for monitoring and controlling

risk emphasises ongoing evaluation and

monitoring by the management teams at

each appropriate level: sector, specialist

function and Group level.

All risks are assessed using an ‘impact

andlikelihood’ model; the heatmap shown

on page 46 is a summary of where on

that model the current score for each

principal risk resides. The outcome of the

risk management process is moderated

through the Risk Management Committee

in the first instance. Both the Risk

Management Committee and the Audit

Committee undertake ‘deep dives’ with

the relevant risk manager into specific

risk areas to ensure that management of

the risk is understood and the mitigation

actions and scoring challenged.

Climate change risks are considered in

exactly the same way as other operational

risks within the business and feature on

the principal risk register; see page 49.

Ownership of the management of climate-

related risks ultimately sits with the Chief

Operating Officer and is managed by the

Head of Sustainability.

We have adopted a proactive approach

to the management of emerging issues

and horizon scanning with sectors

and central functions providing early

identification through a number of routes.

These include weekly operational trading

updates; twice weekly EMT touchpoints;

monthly EMT meetings; and sector

reviews. Externally, potential risks are

picked up from sources such as media

scanning, and legal and market updates.

A good example of our work in action was

demonstrated in response to the recent

Ukraine/Russia conflict where we were

able to do a thorough assessment of

potential impacts to our business within

The Board accepts that in order to achieve

its strategic objectives and generate

suitable returns for shareholders, it must

accept and manage a certain level of risk.

Lyn Colloff

Company Secretary

How we manage risk

044 – Wincanton plc Annual report and accounts 2022

Wincanton plc Annual report and accounts 2022 – 045

Wincanton three lines of defence

Third line of defence

Internal Audit

Annual Audit Plan

Board/Audit Committee

Executive Management Team

Risk Management Committee

First line of defence

Management controls

Internal controls Policies and procedures

Control risk

self-assurance

Second line of defence

Assurance

Financial assurance

Health, safety and

environmental

assurance and business

continuity planning

People assurance

Transport compliance

Information security

Defence compliance

Risk management

Data protection

compliance

The second line of defence consists of the

subject matter expert functions which,

in addition to supporting operational

management in their own specialist areas,

also maintain their own risk registers. The

second line also includes the EMT, Risk

Management Committee and Financial

Assurance Committee which regularly

review the Group risks and other strategic

risks affecting the Group and perform

deepdive reviews on specific risk areas.

Internal Audit, which forms the third

line of defence, is empowered to

provide an independent assessment of

the effectiveness of risk management

and internal control systems, as well as

identifying areas for improvement. The

Audit Plan has been built with input from the

Group risk registers. The audit assignments

planned for the coming year include providing

assurance on a number of Group risk types.

The Internal Audit function reports directly

to the Audit Committee Chair to ensure

its independence and objectivity. These

lines of defence also include the Group’s

whistleblowing reporting system, which

enables employees to raise concerns over

ethics and compliance matters.

In support of our ‘people’ focus in our strategic

deliberations this year, Internal Audit will be

providing a summary of culture indicators that

it encounters in audit assignments which will

be reported to the Audit Committee.

a very short timeframe and to increase our

controls around payments and supply chain

controlappropriately.

The Group manages risk by operating a three

lines of defence risk and control model.

The first line of defence consists of

operational management implementing

and maintaining effective risk identification,

reporting, management and internal control

systems. This ensures that risk management

remains an integral part of the Group’s

day to day operations and facilitates the

escalation of significant risks as and when

they are identified.

Financial Assurance Committee

AccountsStrategic report Governance

Risk report continued

Pensions

Recruitment and retention

Legal and regulatory

compliance

Cyber security

Significant changes

to market sectors and

operating environments

Business continuity

Climate change risks

Significant health, safety

orenvironmental incident

Failure to deliver business

systems

Moderate

Impact

High Very highLowVery low

Likelihood

Moderate Almost certainLikelyRare Unlikely

Principal risk and uncertainties

The Group maintains a register of Group

(or principal) risks and uncertainties

which are identified as either: financial;

reputational; operational; legal/

compliance; strategic; or climate change-

related risk types. The Group’s risk

management framework is structured to

ensure that risks are identified promptly

by management teams so that they are

mitigated and managed appropriately

in support of the delivery of the Group’s

strategic plan. The risks identified are

documented and measured, including the

ownership of individual risks. Data from

this process has been aggregated and has

been used as the basis for the Group’s

principal risk disclosure on pages 49 to 51.

The risks are regularly reviewed and

exposure is rated in terms of both gross

risk (before mitigations) and current risk

emerging risks and any potential impact

they may have on the risk appetite and the

ability of Wincanton to manage such risks.

The Board accepts that in order to achieve

its strategic objectives and generate

suitable returns for shareholders, it must

accept and manage a certain level of risk.

It undertakes an exercise, at least annually,

to consider the nature and level of risk

it is prepared to accept to deliver the

strategy. Risk appetite is set across the

risk types directly relevant to the Group,

supported by high level risk assertions and

parameters which set out how our people

are expected to work across each category

of risk. The resulting assessment of risk

appetite is set out in the table onpage 47.

Conclusion

By following the risk management

processes outlined above, the

Board considers it has performed a

robust assessment of principal and

emerging risks.

(after mitigations), which allows the Group

to identify risks that are heavily dependent

on internal mitigating controls and to

allocate resources appropriately. Risks

are also given a target risk score which,

along with an action plan to achieve, sets

out where each risk is targeted to move to

within a 12–18 month time horizon. In this

way the Board and management teams

can monitor progress to reduce risk within

the business.

The Board has overall responsibility for

risk management, for determining the risk

appetite in relation to the risk types, for

implementation of the risk management

policy and for reviewing effectiveness of

the risk management systems. The Risk

Management Committee is chaired by the

Company Secretary and meets to review

the Group risk register entries and make

recommendations regarding any new or

Risk heatmap

Current risk assessments taking account of current mitigations

046 – Wincanton plc Annual report and accounts 2022

Wincanton plc Annual report and accounts 2022 – 047

Risk appetite

Risk type Risk assertion Risk parameter Risk appetite

Financial

We will manage or avoid situations or actions that

might adversely impact the integrity of financial

reporting or the strength of our balance sheet.

It is a critical requirement that financial reporting

complies with relevant accounting standards and is

fair, balanced and understandable.

It is also imperative that financial risk is limited to

between 1% and 2.5% of operating profit.

Low

Reputational

We will manage or avoid negative press or media

coverage which will adversely impact the way that

Wincanton is perceived or adversely affect the

share price.

It is imperative that the Wincanton reputation or share

price is not impacted by media or press comment.

Low

Legal/

compliance

We will ensure we comply with all legal requirements

and manage or avoid situations or actions that

could have a negative impact on our reputation or

our brand.

There is no tolerance for breaches of:

– legislative or statutory requirements

– delegated authority levels

– policies and procedures

– health, safety and environment regulations.

Low

Operational

We will train and develop our people to ensure they

have an inclusive working experience and understand

The Wincanton Way of working.

We will manage our property assets to make the best

use of space and maximise the return from premises.

We will manage our vehicle assets in a safe and

considerate way, in order to maximise the return from

each asset.

The management of our assets must be considerate

and commensurate with the benefits we aim

to achieve.

Moderate

Climate

We will limit our impact on the climate in any way we

can identify, subject to mitigation being available at

commercial scale.

We will work with our suppliers and our customers to

offer climate friendly solutions in our transport and

warehouse operations, asthey become available.

Moderate

Strategic

We will not pursue growth at any cost. We will expect

reasonable margins and returns oncapital.

We will pursue our growth strategy to meet our

market growth objectives. We aim for high operating

margins in our eFulfilment and Public and Industrial

sectors (our growth markets).

High

Risk appetite statement

Our markets are subject to disruption by new market

entrants based on advances in technology and automation.

We continue to pursue ambitious growth plans increasing

revenue and margin and transforming the capabilities

of the Group, thus changing its market perception. We

are willing to accept a controlled level of risk to increase

the likelihood of achieving or exceeding our growth and

transformational objectives.

Risk appetite varies depending on the risk type

The Board’s appetite for risk varies depending on the

risk type. The Group measures risk by estimating the

potential financial impact. The Board has a low tolerance

for compliance, reputational or finance-related risk.

Conversely, it has a higher tolerance for strategic risk

(growth and transformation). Prevailing market conditions

are taken into account when setting the risk appetite.

Risk appetite – process

The risk appetite statement details the Group’s approach to risk and includes a series of risk assertions, together with the risk

parameters within which we expect our people to work. Compliance with the risk appetite statements for each Group risk is

assessed six monthly through the risk management process, moderated by the risk management team and challenged by the

RiskManagement and Audit Committees. The Board reviews the risk appetite statement annually.

AccountsStrategic report Governance

Risk report continued

Viability statement

In accordance with provision 31 of the 2018

UK Corporate Governance Code, the Directors

have assessed the prospects and financial

viability of the Group and have concluded

that they have a reasonable expectation

that the Group will be able to continue in

operation and meet its liabilities as they fall

due over the period of the assessment. They

have assessed the viability of the Group over

a three year period to 31 March 2025, taking

into account the Group’s current position and

the potential financial and operational impact

of the principal risks documented on pages

49 to 51 of the Annual Report, in severe but

plausible scenarios. In making its assessment,

the Board carried out a robust assessment of

the principal risks facing the Group, including

those that would threaten its business model,

future performance, solvency or liquidity.

The Board has determined that a three year

period is an appropriate period over which to

provide its viability statement. This period

aligns with the Group’s annual planning and

forecasting process, which is led by the CEO

and CFO with input from operational and

central support functions. It is also consistent

with the Group’s debt cycle reflecting

historical refinancing which typically occurs

one year prior to the expiry date.

We believe that this presents the Directors

and readers of the Annual Report and

Accounts with a reasonable degree of

confidence over the longer term outlook.

TheDirectors have no reason to believe the

Group will not be able to meet its liabilities

asthey fall due over a longer period.

Scenarios tested include the following:

Scenario 1: Future pandemic

In the event of another pandemic causing either

temporary or national lockdown the Group is

likely to suffer lower revenue and profits as

certain activities of the Group are suspended

Assumptions:

– Based on the impact of the pandemic in 2020,

lower trading has been modelled for three

months starting in April 2022, with a slow

recovery for a further six to nine months

Risk 6: Pandemic and other

worldwide events

Scenario 2: Growth and retention

The Group could lose a major customer as they

fail to renew a rolling or fixed contract. This

could also have a wider impact on reputation

and could result in a reduction in new wins

Assumptions:

– Loss of major customer with effect from

1October 2022

– Contract wins 50% lower

– Contract losses 50% higher

Risk 5: Significant changes to market

sectors and operating environments

Risk 8:

Significant health and safety or

environmental incidents

Scenario 3: Operational performance

The ability to run a disciplined and efficient

operating model is key and any lack of controls

or ability to capture the correct costs could

impact the Group’s overall margin

Assumptions:

– Reduction in margin in foundation markets

to 1%

– Increased support function costs

– Inability to negotiate favourable

supplierrates

Risk 2: Recruitment and retention

Risk 3: Legal and regulatory compliance

Risk 5:

Significant changes to market

sectors and operating environments

Risk 9: Failure to deliver business systems

Scenario 4: Operational performance

IT systems and technology underpin the

Group’s operating model and any delay with

the new ERP implementation or system failures

could have a significant reputational impact

on the Group

Assumptions:

– A major IT system fails for an extended

period of time

– Delayed implementation of finance and

HRsystem

– Loss of customer contracts at renewal due to

the poor systems and IT failure

Risk 3: Legal and regulatory compliance

Risk 4: Cyber security

Risk 9: Failure to deliver business systems

Scenario 5: Customer claim

The contractual terms with which Wincanton engages with its customers can be complex,

reflecting the nature of the services offered. As such, it is plausible that a dispute could arise,

leading to a potential outflow

Risk 3: Legal and regulatory compliance

Risk 5:

Significant changes to market

sectors and operating environments

The Directors have considered the potential

impact of climate change on the viability

assessment. The impact of regulatory change

resulting from the effort to mitigate climate

change has been considered and built into the

Group’s forecasts, which include cash outflows

from the purchase of carbon offsetting credits.

However, there is not considered to be a

significant risk of climate change causing a

significant downturn in cash flows across the

Group over the viability assessment period and

therefore no specific sensitivities relating to

climate change have been considered over and

above the scenarios above.

Having conducted this viability scenario

testing, the Directors have concluded that

none would impact the Group’s ability to meet

its liabilities in full as they fall due. The Group

would have sufficient liquidity and adequate

headroom in the bank facilities and compliance

with the Group’s financial covenants would

not be affected. In the highly unlikely

situation that all downside scenarios occurred

simultaneously, only one of the covenants

(net debt:EBITDA) would be breached at one

testing point (31March 2023).

The facility headroom as at 31 March 2022

was £150.0m.

In severe but plausible scenarios, mitigating

actions such as tighter cost controls as

implemented throughout the Covid-19

pandemic during the year ended 31 March 2021

would need to be introduced.

Based on this assessment, the Directors have

a reasonable expectation that the Company

and the Group will be able to continue in

operation and meet liabilities as they fall due

over the three year period to 31 March 2025.

Lyn Colloff

Company Secretary

19 May 2022

048 – Wincanton plc Annual report and accounts 2022

Wincanton plc Annual report and accounts 2022 – 049

Principal risks and

uncertainties of the Group

Description

The Group has a significant Defined Benefit

Pension Scheme. The employer contribution

levels required and the value of the pension

fund itself are subject to: financial market

conditions, global economic and political

matters, demographic factors, expected

future investment returns and the legal

and regulatory environment. Significant

adverse changes in any of these factors could

materially alter the value and lead to a material

change in cash contributions, a change to the

repayment period, regulatory intervention, or

a combination thereof. These changes could

impact the cash flow and profitability of the

Group and restrict its ability to invest in the

business, pay dividends and repay debt.

Controls and key mitigations

The Group has undertaken steps to mitigate

the risk exposure of financial market

movements and economic and political

conditions. The Defined Benefit section of the

Scheme was closed to future accrual in 2014,

to cap the risk. The Group maintains a strong

working relationship with the Trustee, which is

responsible for managing the fund and setting

the investment strategy. The investment

strategy is intended to reduce the investment

risk through an appropriate level of matching

between assets and liabilities in the Scheme.

The level of hedging is under constant review

to ensure it mitigates the impact of inflation

and interest rate movements. The Group and

the Trustee engage high quality external fund

managers and actuaries, and have separate

legal, covenant and audit advisers to support

and inform their decision making. The Group

and the Trustee have agreed an appropriate

level of annual contributions to the Scheme

together with contingency plans to protect the

Scheme in the event of adverse developments.

The objective remains to ensure that the Group

meets its commitments to pensioners and the

Scheme and that the recovery contributions are

affordable and sustainable for the Group.

Accountability

Risk owner: Chief Financial Officer

Risk manager: Director of Treasury,

Taxand Insurance

1. Pensions

Description

The inability to recruit and retain employees,

from drivers and warehouse operatives to

executive talent, is considered a principal risk.

Failure to retain people with the right skills,

competencies, values and behaviours needed

to operate and grow the business would impact

the long term success of the Group.

Controls and key mitigations

The Group has a strong and highly capable

People function to monitor and maintain a

high standard of recruitment and a regular

appraisal process, based on key competencies.

The Group constantly reviews and refreshes

strategies and processes for recruitment and

retention, monitoring vacancies and future

requirements and utilising data to manage

and adapt the service provision. The Group has

also established relationships with preferred

agencies to provide additional contingency

workforce. Regular engagement surveys are

completed to ensure feedback is received

from our people and the scores are monitored

as a KPI. The Senior Independent Director

visits sites to bring employee feedback into

the boardroom. Talent and development are

monitored and supported by a dedicated

team to ensure people at all levels have access

to our comprehensive training programme

and development opportunities. Rewards

are reviewed against market practice to

ensure they remain competitive. The Board

and Nomination Committee closely monitor

and review the Board, executive and senior

management strategies for succession

planningand review the Group’s talent

poolona regular basis.

Accountability

Risk owner: Chief People Officer

Risk manager: Group Learning and

Development Director

Description

The Group must comply with an extensive

range of regulations and legislation in order

to provide its services and solutions. Failure

to comply with the required standards could

lead to significant legal claims and regulatory

actions, sanctions, removal of licences and

permits, penalties and fines. It could also result

in reputational damage to the Group and our

customers and potential harm to the Group’s

employees or property.

Controls & key mitigations

Policies and processes are in place throughout

all areas of the Group to ensure systems,

operations and central functions comply

with relevant areas of legislation. The Group

Secretariat monitors emerging legislation and

determines any potential impact to the Group

and its policies, controls, communications

and training provision. Second-line oversight

by central functions reviews the operation

of controls and their effectiveness, including

on annual review of Group policies. External

expert advice is sought as appropriate.

Processes and controls around sanctions and

money laundering have been tightened in

light of the current climate and the sanctions

placed on Russian citizens and interests during

this year.

Awareness sessions are regularly distributed in

different formats across the business to ensure

our colleagues know the legal and regulatory

risks we face.

Accountability

Risk owner: Company Secretary

Risk managers: Deputy Company Secretary

and Head of Compliance

2. Recruitment

and retention

3. Legal and

regulatorycompliance

Trends

Increasing

Static

Reducing

Link to strategy

Our products and services

Our markets

Our operating model

Our people

AccountsStrategic report Governance

Risk report continued

Description

The Group is aware of cyber risk and its

potential for disrupting our business and that

of our customers. A cyber security incident

could impact the Group’s operational

performance and reputation through

the application of penalties, fines and/or

regulatory action.

Controls and key mitigations

The Group routinely assesses our cyber

risk and has established comprehensive

information security controls to reduce

our exposure. Controls include but are

not limited to: vulnerability management,

penetration testing, regular audits and

routine access reviews.

In response to the current geopolitical

situation, we have increased security

awareness to ensure our colleagues

remain vigilant.

Accountability

Risk owner: Chief Information Officer

Risk manager: Head of IT Security and Risk

Description

The Group provides services in a competitive

and complex environment, with large

customers. The Group faces commercial

pressures to renew and win business with

acceptable levels of margin in order to

deliver sustainable growth and returns.

These pressures may stem from:

– changes in customer appetite for

outsourcing services

– strategic or behavioural changes in

the competition, which may impact

market pricing

– new disruptors, in particular the

emergence of new technologies

– customer business models can be

affected by customer confidence and the

geopolitical situation; this may have a

knock-on effect on volume pass-through in

our business

– cost increase pressures specifically in

relation to wage inflation.

Controls and key mitigations

The Group regularly reviews its strategy as

part of an annual strategy planning process.

That process includes, but is not limited

to, the review of market opportunities and

threats including changes to high level

customer requirements, the competitive

environment or individual sector strategies,

developments in new business and

innovation propositions, and other areas of

strategic importance to the business.

The Group reviews its strategic performance

through a set of strategic KPIs and ensures

execution through strategic programme

management of the initiatives resulting

from the aforementioned strategy

planning process.

Wage inflation is managed through customer

collaboration on open book contracts, and

cost escalation clauses on closed book

operations.

Accountability

Risk owner: Strategy Director

Risk manager: Strategy Manager

Description

Since the beginning of the Covid-19 crisis,

the Group has been committed to keeping

its customers, colleagues and communities

as safe as possible, while continuing to play

a vital role in delivering essential goods

throughout the UK. There remains risk

ofother global pandemics and events.

Risks to our operations include:

– labour shortages due to illness and

other absence

– inability to deliver contracted services

dueto regulatory or safety requirements

– loss of revenue and profit due to business

interruption, reductions in customer

volumes or customer failure

– cost pressures due to additional process

steps, increased staffing costs and lost

economies of scale

– liquidity pressure due to delayed receipts,

potential customer failure and availability

of financing.

Controls and key mitigations

The Group operates a strong programme

office which enables rapid, controlled

responses to be implemented in the changing

landscape. Business continuity plans are in

place across all areas of the business. These

plans identify the requirements that may

be needed for each area of the business to

function under a wide range of scenarios.

Theplans are mobilised as the situation

evolves and include:

– the introduction of additional health

andsafety measures

– close liaison with customers to adapt

processes and requirements to ensure

continuity of service

– the redeployment of staff and resources

across business areas

– interaction with government and industry

bodies to ensure regulatory requirements

are understood and best practice is

being adopted

– expense control and elimination of cost,

where possible

– strong focus on cash management

and a close relationship with

financialstakeholders

– extensive impact analysis and downside

scenario testing. Please refer to the

viability statement on page 48 and

the basis of preparation note in Note

1 Accounting policies in the financial

statements on page 111.

Accountability

Risk owner: Chief Operating Officer

Risk manager: Group HSEQ Director

Trends

Increasing

Static

Reducing

5. Significant changes

to market sectors and

operating environments

Link to strategy

Our products and services

Our markets

Our operating model

Our people

4. Cyber security 6. Business continuity

050 – Wincanton plc Annual report and accounts 2022

Wincanton plc Annual report and accounts 2022 – 051

Description

The Group operates in environments which

have the potential to be hazardous to people

or property if not actively managed. A failure

to manage these risks properly could result

in injury or death and/or damage to property

and the environment. Should such an event

occur it could lead to regulatory action, fines,

withdrawal of licences, site closures and

damage to the Group’s reputation. All of these

outcomes have the potential to impact the

Group’s ability to win and do business.

Controls and key mitigations

The Group has detailed health, safety and

environment procedures and processes in place

and employs health, safety and environment

teams at all business locations. The local

team and operations are then monitored

by a second-line central health, safety and

environment team. The Group undertakes

regular training and assessment programmes,

monitors business records and completion

of risk self-assessments, analyses all ‘near

miss’ reporting, undertakes routine audits

and performs investigations where necessary.

Health, safety and environmental reports

are provided to business management and

leadership to manage and achieve target

business performance.

Accountability

Risk owner: Chief Operating Officer

Risk manager: Group HSEQ Director

Description

The Group relies on secure and highly available

solutions and capabilities that enable our

business and that of our customers. The

potential inability to meet the expectations

of our business and customers could result

in reputational damage and contractual

implications leading to loss of custom,

penalties, fines and/or regulatory action.

Failure to onboard customers and/or facilities

could result in reduced profitability.

Controls and key mitigations

The Group continues to develop its IT strategy

which supports the business strategy. The IT

strategy is underpinned by a new product-

centric operating model combined with

the investment required for its adoption.

The Group has invested significantly in its

back office and transport management

systems with the goal of driving competitive

advantage and reducing risk through the

decommissioning of legacy systems. The

evolving pandemic has led to an increased need

to support flexible working, resulting in Group-

wide improvements to our infrastructure,

connectivity and collaboration tool sets.

Accountability

Risk owner: Chief Information Officer

Risk manager: Infrastructure and

Operations Director

Description

The use of fossil fuels and the associated release

of carbon dioxide and other greenhouse gases

have led to rising average global temperatures

and accelerating climate change with the

associated physical risks that this brings. The

UK target of net-zero carbon emissions by 2050

came into force in 2019. The interim UK carbon

budgets and targets associated with the 2050

goal will result in legislation, taxation and

incentive changes to the business, investment

and consumer landscape that represent

material risks and opportunities for Wincanton.

Risks to operations include:

– physical risks such as more extreme weather

events and regional flooding

– changing policy on fuel duties and taxation,

leading to increased costs for carbon

intensive fuels

– new low and zero carbon technology and

infrastructure requiring higher capital

expenditure

– consumer preference and awareness driving

changes to our customers’ sourcing criteria

and targets

– poor response to climate change risks leading

to reputational damage and loss of business.

Controls and key mitigations

The Group has launched a sustainability

strategy which seeks to lead on climate and

other environmental risks, developing net-zero

propositions which offer both mitigation and

new opportunities for engagement with our

customers. The Group has also made changes

to its ESG policy and governance statements to

increase visibility and transparency on climate and

other environmental risks. We have enhanced our

ESG and environment programme offices which

enable sustained, positive action towards our

goals and targets; course correction in response

to performance indicators; and new propositions

in response to technology developments and

opportunities for collaboration.

Actions taken include:

– setting our own short, medium and long

term carbon emissions targets

– development of long term roadmaps with

sector specific technology solutions

– close liaison with customers in all sectors

topropose and develop lower and zero

carbon solutions

– achieving a carbon neutral two-person home

delivery service through carbon offsetting

– engagement and interaction with

government and industry bodies to ensure

regulatory requirements are well defined and

understood and shaped where possible

– establishment of a strategic procurement

process with our supply chain and innovation

partners to deliver the solutions we need.

Accountability

Risk owner: Chief Operating Officer

Risk manager: Head of Sustainability

7. Climate change risks

8. Significant

health, safety or

environmental incident

9. Failure to deliver

business systems

AccountsStrategic report Governance

052 – Wincanton plc Annual report and accounts 2022

Dear shareholder

On behalf of the Board, I am pleased

to introduce the Group’s Corporate

Governance Statement for 2022. In the

reports that follow, we set out our activities

during the year, explain our governance

arrangements and detail how we have

applied the provisions of the UK Corporate

GovernanceCode 2018 (the Code).

Further information on the Code can

be found on the FRC’s website at

www.frc.org.uk.

Governance and the impact

of Covid-19

The continued impact of Covid-19 during this

financial year meant that some of our Board

and Committee meetings had to be held

remotely. However, the majority took place

in person and Board members were able to

make site visits to Sevington in August and

to two of our Screwfix sites, one in Stafford

and one in Trentham, in October. We also

had the opportunity to hold a Board meeting

at our new site in Rockingham (The WEB)

and visit our Central Distribution Centre at

Greenford in London which we operate on

behalf of Waitrose.

Our Environmental, Social and

Governance strategy

We have made good progress in the various

areas of our ESG strategy. For further

details, please refer to pages 22 to 33.

team and the Company Secretary. Formally,

and in line with the Code requirements,

an effectiveness evaluation exercise is

undertaken annually, either internally or

through an externally led process. This year

an internal evaluation process was facilitated

by the Company Secretary. Details of

the process and outcomes are setout

onpage 69.

Our stakeholders

The Board places great emphasis on ensuring

that the Group can deliver on its strategy

and is operating in the best interests of the

Group’s stakeholders over the long term.

On page 34 you can read how we continue

to meet our statutory obligations to ensure

that the interests of all our stakeholders are

considered and how we engage with them.

As a people-driven business, Board

engagement with employees continues to

be a focus for us. Stewart Oades, our Senior

Independent Director, leads our employee

engagement programme which supports

the Board’s relationship with the wider

workforce. On page 64 you can read about

the engagement events and the outcomes

that have resulted from this programme.

AGM

The ongoing uncertainty regarding

restrictions arising from the Covid-19

pandemic meant we were unable to hold

our 2021 AGM as a face to face meeting. We

recognise the importance of shareholders’

interaction with the Board, and therefore

offered a live webcast of the AGM. This

online event included an overview of

the business by the CEO. There was an

opportunity for shareholders to ask

questions of the Board both in advance and

during the meeting itself, as well as to vote

their shares in real time during the AGM. No

questions were received.

Our AGM will be held at 11:00 am on Tuesday

12 July 2022 at the offices of Herbert Smith

Freehills, Exchange House, Primrose Street,

London EC2A 2EG.

Details are given in the AGM Notice.

Dr. Martin Read CBE

Chair

19 May 2022

During the year, we set up an ESG

Committee to focus on strategy, target

setting, performance and communication.

This is a management committee, chaired

by the CEO, but includes a Non-executive

Director to provide an additional interface to

the Board.

Board balance and composition

A detailed review of our Board balance

and composition was completed by the

Nomination Committee in the year. Further

details can be found on page 68.

Changes to the Board

In November 2021 we announced the

resignation of Tim Lawlor, Chief Financial

Officer. In February 2022 we announced

that Tim would step down from the Board

with effect from 28 February 2022, with

James Clarke (Finance Director, UK & Ireland)

assuming the role of Interim CFO pending

the selection of a permanent successor.

Wethank Tim for his service over the last

sixyears and wish him well in his new role.

The Nomination Committee is progressing

the appointment of his replacement.

Board and Committee evaluation

The Board and its Committees continuously

monitor their own performance and seek

to improve their effectiveness. Informally

this happens through open channels of

communication between members with

the support of the senior management

During the year we have set up an ESG Committee

to focus on strategy, target setting, performance

and communications.

Dr. Martin Read CBE

Chair

Introduction from the Chair

Wincanton plc Annual report and accounts 2022 – 053

Our compliance with the 2018 code

In accordance with the Listing Rules of the UK Listing Authority, the Board confirms that throughout

the year and as at the date of this report, the Company has complied with the Principles and

Provisions set out in the 2018 UK Corporate Governance Code (the Code).

This report, together with the Audit Committee and Nomination Committee reports, the Directors’ Remuneration Report, the Strategic

Report and the Directors’ Report, sets out how we have done that.

Board leadership and company purpose

Code Principle How we comply

A A successful company is led by an effective and entrepreneurial Board,

whose role is to promote the long term sustainable success of the Company,

generating value for shareholders and contributing to wider society.

See our s172 statement on page 34.

More information about Board Leadership can be

foundonpage 58.

B The Board should establish the Company’s purpose, values and

strategy, and satisfy itself that these and its culture are aligned. All

Directors must act with integrity, lead by example and promote the

desired culture.

More information about our purpose and The

WincantonWay can be found on pages 18 and 22.

Our values are set out in our Code of Conduct and

onour website.

C The Board should ensure that the necessary resources are in place for

the Company to meet its objectives and measure performance against

them. The Board should also establish a framework of prudent and

effective controls, which enable risk to be assessed and managed.

See our Audit Committee report on page 70.

D In order for the Company to meet its responsibilities to shareholders

andstakeholders, the Board should ensure effective engagement with,

and encourage participation from, these parties.

See Board Engagement on page 63.

E The Board should ensure that workforce policies and practices are

consistent with the Company’s values and support its long term sustainable

success. The workforce should be able to raise any matters of concern.

Our Code of Conduct and our Corporate Framework set

out the Group’s values and policies. Read more about The

Wincanton Way on our website www.wincanton.co.uk/

sustainability/the-wincanton-way/.

Division of responsibilities

Code Principle How we comply

F The Chair leads the Board and is responsible for its overall effectiveness

in directing the Company. They should demonstrate objective

judgement throughout their tenure and promote a culture of openness

and debate. In addition, the Chair facilitates constructive Board relations

and the effective contribution of all Non-executive Directors, and

ensure that Directors receive accurate, timely and clear information.

The effectiveness of the Chair is considered as part of

the Board evaluation process.

The Senior Independent Director leads a discussion

with the rest of the Board to ensure that the Chair’s

effectiveness is monitored and would feed back any

areas of concern from this process.

G The Board should include an appropriate combination of Executive

and Non-executive (and, in particular, independent Non-executive)

Directors, such that no one individual or small group of individuals

dominates the Board’s decision-making. There should be a clear

division of responsibilities between the leadership of the Board

andtheexecutive leadership of the Company’s business.

Biographies of Board members are on pages 56 and 57.

As at the date of this report, the majority of members

on the Board are Non-executive. There are six Non-

executive Directors and pending the appointment

ofanew CFO, one Executive Director.

See governance framework on page 58.

Seerolesof CEO and Chair on page 65.

H Non-executive Directors should have sufficient time to meet their Board

responsibilities. They should provide constructive challenge, strategic

guidance, offer specialist advice and hold management to account.

See meeting attendance chart on page 61.

See External Directorships on page 65.

Summary of compliance

AccountsStrategic report Governance

054 – Wincanton plc Annual report and accounts 2022

Division of responsibilities continued

Code Principle How we comply

I The Board, supported by the Company Secretary, should ensure that it

has the policies, processes, information, time and resources it needs in

order to function effectively and efficiently.

The Directors are provided with appropriate

documentation approximately one week in advance

ofeach Board or Committee meeting. Papers include a

trading update, and reports on people matters, health

and safety, regulatory and governance matters, financial

performance, and papers where a decision or approval

is required.

The Board reviews the support provided to it along

with the processes followed and the value of the Board

papers as part of the Board evaluation. This year all were

found to be efficient. The Board evaluation outcome

can be found on page 69.

Composition, succession and evaluation

Code Principle How we comply

J Appointments to the Board should be subject to a formal, rigorous

and transparent procedure, and an effective succession plan should

be maintained for Board and senior management. Both appointments

and succession plans should be based on merit and objective criteria

and, within this context, should promote diversity of gender, social

andethnic backgrounds, cognitive and personal strengths.

As at the date of this report, the majority of members

on the Board are Non-executive. There are six Non-

executive Directors , pending the appointment of

anewCFO, and one Executive Director.

Appointments to the Board of Wincanton are made

onthe recommendation of the Nomination Committee

with due consideration given to the outcomes of the

annual Board evaluation, the review of skills, experience

and diversity and informed succession planning.

See Board diversity data on page 67.

K The Board and its Committees should have a combination of skills,

experience and knowledge. Consideration should be given to the length

of service of the Board as a whole and membership regularly refreshed.

Changes to the Board are set out on page 67.

See biographies of Board members on pages 56 to 57.

See Skills matrix on page 68.

L Annual evaluation of the Board should consider its composition,

diversity and how effectively members work together to achieve

objectives. Individual evaluation should demonstrate whether each

Director continues to contribute effectively.

An external evaluation is held every three years, the last

one completed was in 2019.

This year, the Board has undertaken a rigorous self-

evaluation exercise via questionnaires and discussion,

to assess the performance of the Board, its Committees

and individual Directors.

See the outcome of the evaluation in the Nomination

Committee report on page 69.

The Chair held individual assessment calls with

eachNon-executive Director and the SID appraised the

Chair’s performance.

Summary of compliance continued

Wincanton plc Annual report and accounts 2022 – 055

Audit, risk and internal control

Code Principle How we comply

M The Board should establish formal and transparent policies and

procedures to ensure the independence and effectiveness of internal

and external audit functions and satisfy itself on the integrity of

financial and narrative statements.

The Board has established formal and transparent

policies and procedures relating to external and Internal

Audit functions and the management of risk. The Board

is assisted by the Audit Committee to ensure that the

Board presents a fair, balanced and understandable

assessment of the Company’s position and prospects.

The work of the Audit Committee is set out in its report

on pages 70 to 74.

N The Board should present a fair, balanced and understandable

assessment of the company’s position and prospects.

See the Statement of Directors’ Responsibilities in the

Directors’ Report on page 95.

O The Board should establish procedures to manage risk, oversee the

internal control framework, and determine the nature and extent of the

principal risks the Company is willing to take in order to achieve its long

term strategic objectives.

See Risk Report in Strategic Report on page 44.

Remuneration

Code Principle How we comply

P Remuneration policies and practices should be designed to support

strategy and promote long term sustainable success. Executive

remuneration should be aligned to Company purpose and values,

and be clearly linked to the successful delivery of the Company’s long

term strategy.

Our remuneration policies have been designed with

consideration of wider workforce remuneration and

related policies as well as the alignment of incentives

and rewards with our culture.

Q A formal and transparent procedure for developing policy on executive

remuneration and determining Director and senior management

remuneration should be established. No Director should be involved

indeciding their own remuneration outcome.

The Remuneration Policy was put to shareholders

in2020 and received 96.45% approval.

R Directors should exercise independent judgement and discretion

whenauthorising remuneration outcomes, taking account of Company

and individual performance, and wider circumstances.

Account is taken of the outcome of remuneration

decisions, both for the individual elements and in

totality, with reference to the Group’s performance

to consider whether discretion should be applied.

Discretion was not considered necessary in the 2021/22

remuneration outcomes.

For more information, see page

For more information, see our website

AccountsStrategic report Governance

056 – Wincanton plc Annual report and accounts 2022

Gill Barr

Independent Non-executive

Director

Committee membership

N R

Experience

Gill was appointed as a Non-

executive Director of Wincanton

in September 2017 and is

currently a Non-executive

Director of PayPoint plc and

N Brown Group plc. She was

previously a Non-executive

Director of construction group

Morgan Sindall plc and of

developer McCarthy & Stone.

She was Group Marketing

Director of The Co-operative

Group and Marketing Director

of John Lewis. Gill spent

seven years at Kingfisher plc

where she held a variety of

senior marketing, business

development and strategy roles.

Reasons for reappointment

Gill’s Executive and Non-

executive experience brings

a valuable focus on the end

customer and B2B environment.

She is also an experienced

Remuneration Committee Chair.

Stewart Oades

Senior Independent Director

Committee membership

A N

Experience

Stewart became a Non-

executive Director of Wincanton

in November 2014 and was

appointed as the Senior

Independent Director in July

2015. He is the dedicated

Non-executive Director for

Employee Engagement.

Stewart is currently Chair of

John Good & Sons Limited, a

freight forwarding and travel

industry leader, and is also a

Non-executive Director of Forth

Ports Limited.

Reasons for reappointment

Stewart’s prior position as

President of the Freight

Transport Association and his

director roles at companies

including XPO, Clipper, DHL,

Christian Salvesen plc and Exel

plc give him invaluable industry

experience and connections

throughout the wider

transport sector.

Board of Directors

Dr. Martin Read CBE

Chair

Committee membership

Experience

Chair of the Nomination

Committee and Member of

the Remuneration Committee,

Martin joined Wincanton as

Chair in August 2018. He is

Chair of the UK Government’s

Senior Salaries Review Body

and a member of the Council

of Shakespeare’s Globe where

he sits on the Audit and Risk

Committee. Martin is a former

Chair of Laird plc, the Low

Carbon Contracts Company,

the Electricity Settlements

Company and the Remuneration

Consultants Group. He has

served on the Boards of Lloyd’s,

Invensys, Aegis Group, British

Airways, Siemens Holdings,

Boots, ASDA and the UK

Government Efficiency and

Reform Board. He was Chief

Executive of International IT

Services company Logica from

1993 to 2007.

Reasons for reappointment

As an experienced Executive and

Chair, Martin brings invaluable

leadership qualities and business

understanding to the Board.

Martin’s extensive remuneration

knowledge alsoadds value to

the Remuneration Committee.

James Wroath

Chief Executive Officer

Committee membership

Experience

James was appointed Chief

Executive Officer in September

2019. He was formerly Head

of North America with LSG

Sky Chefs, the airline catering

division of Lufthansa AG, best

known as one of the world’s

largest airline and rail catering

and hospitality companies.

Before joining LSG in 2015,

James worked for Kuehne

+ Nagel as the Senior Vice-

President in North America for

both Contract Logistics and

Overland Transportation, as

well as Managing Director in

the UK for their Drinks Logistics

business. Prior to this, he was

Head of Distribution for Scottish

& Newcastle plc.

Reasons for reappointment

James has relevant prior

experience and extensive

knowledge of supply chain

management and, having

spenttwo years with Wincanton,

has gained valuable listed

company experience.

A well managed, open

and questioning team

Wincanton plc Annual report and accounts 2022 – 057

Anthony Bickerstaff

Independent Non-executive

Director

Committee membership

Experience

Anthony (Tony) Bickerstaff

became a Non-executive

Director of Wincanton in

September 2020, and Chair

of the Audit Committee in

March 2021. He was appointed

Chief Financial Officer (CFO)

of Cadent Gas Limited, the

UK’s largest gas distribution

network, in February 2022.

Prior to this he was CFO of

Costain Group plc, the FTSE

All-Share smart infrastructure

solutions company. Before

joining Costain, Tony held a

number of senior management

and financial positions at Taylor

Woodrow. He was also a Non-

executive Director and Chair of

the Audit and Risk Committee

at Low Carbon Contracts

Company Limited and Electricity

Settlements Company Limited

from November 2014 to

October 2020.

Reasons for reappointment

Through his Executive

responsibilities in a listed

company environment, Tony

has experience of public

procurement, commercial

contracting and mergers

and acquisitions, all of which

are relevant to Wincanton’s

business and strategy. Tony

is an experienced Audit

Committee Chair.

Debbie Lentz

Independent Non-executive

Director

Committee membership

N R

Experience

Debbie became a Non-executive

Director of Wincanton in June

2019. She is currently President

of Global Supply Chain and

a member of the Executive

Management Team at RS Group

plc, a global multichannel

provider of industrial and

electronic products and

solutions. Formerly Chief Supply

Chain Officer at Toys ‘R’ Us

from 2014 to 2017, she held

senior management positions

in customer service, logistics,

product supply, procurement,

manufacturing and IT at Kraft

Foods Group, in both North

America and Europe as well

asatNabisco Food Company.

Reasons for reappointment

As a working Executive Debbie

is very aware of operational and

supply chain issues and their

relevance to the Wincanton

Group. She provides particular

customer insight for the

Board and deep knowledge

ofESGprogrammes.

Mihiri Jayaweera

Independent Non-executive

Director

Committee membership

A N

Experience

Mihiri joined the Board as a

Non-executive Director in April

2020. Until October 2019, she

was Group Head of Strategy

and a member of the Group

Executive Committee of TP

ICAP Group, the FTSE 250

professional intermediaries’

firm, operating in financial,

energy and commodities

markets internationally. She

was previously a consultant

at Trivedi Capital, a private

equity investment advisory

firm based in London. She has

also held positions at Nomura

International, Lehman Brothers

and UBS Investment Bank.

Reasons for reappointment

Mihiri brings expertise

in corporate finance and

financial markets to the

Wincanton Board.

Committee membership key

Audit Committee

Nomination Committee

Remuneration Committee

Committee Chair

AccountsStrategic report Governance

058 – Wincanton plc Annual report and accounts 2022

Our governance structure

To assist in the discharge of its duties and responsibilities, the Board has

established a number of committees, including the Audit Committee,

theRemuneration Committee and the Nomination Committee.

The Wincanton governance framework

Shareholders

As owners of the Company, the shareholders appoint the Directors and delegate to them collectively the responsibility

for the long term sustainable success of the Company within a framework of good governance.

The Board

The Board’s role is to provide effective leadership and guide the business towards achieving its strategy and objectives, taking

account of the risks and opportunities. It also ensures the business is focused on building and maintaining healthy relationships

with its stakeholders. It is ultimately responsible for endorsing and applying a robust corporate governance structure. To assist

indischarging its duties, some areas of responsibility are delegated to the Committees of the Board.

The Nomination Committee

The Nomination Committee leads on

the Board succession planning; the

recruitment of new members; and

evaluating composition and diversity

to ensure Boardeffectiveness.

The Audit Committee

The Audit Committee leads on reviewing

the Group’s external and Internal Audits,

the risk management process and the

effectiveness of the Group’s systems of

internal control.

The Committee ensures that the Board

presents a fair, balanced and understandable

assessment of Wincanton’s position

andprospects. This is underpinned by

processes to help with independent and

effective internal and external auditing.

The Remuneration Committee

leads on designing remuneration

policy, determining Board and senior

management remuneration and the

review of the wider workforce pay and

associated policies.

The Executive Management Team (EMT)

The EMT meets regularly, and led by the Chief Executive, comprises senior leadership who have management responsibility for the

operations of the business and the central support functions.

The Risk Management

Committee

Provides assurance regarding the

management of operationaland

Group risks.

The Financial Assurance

Committee

Provides assurance regarding the

management offinancial risks.

The ESG Committee

To focus on ESG strategy,

targetsetting, performance

andcommunication.

Read more on page 70 Read more on page 66 Read more on page 75

Governance structure

Wincanton plc Annual report and accounts 2022 – 059

Our Executive Management Team

The Executive

Management Team has

been reorganised and is

fully resourced to focus

on the delivery of our

strategy and financial

performance.

1. James Wroath

Chief Executive Officer

James was appointed Chief

Executive Officer in September

2019. He was formerly Head of

North America with LSGSky

Chefs, the airline catering division

of Lufthansa AG, best known as

one of theworld’s largest airline

and rail catering and hospitality

companies. Before joining LSG in

2015, James worked for Kuehne +

Nagel as the SVP in North America

for both Contract Logistics and

Overland Transportation, as

well as Managing Director in

the UK for their Drinks Logistics

business. Prior to this, he wasHead

of Distribution for Scottish

&Newcastle plc.

2. Sally Austin

Chief People Officer

Sally joined Wincanton in August

2019 as Chief People Officer

and amember of the Executive

Management Team. Sally was

previously the Group HR Director

with Costain Group plc, a British

technology-based construction

and engineering company, where

she held a variety of HR roles

and became Group HR Director

in 2014. Prior to Costain, Sally

began her career in HR at BAE

Systems followed by Coopervision

and latterly Eaton Corporation

where she held a number ofHR

management roles across Europe,

the Middle East and Africa.

Externally Sally is a Foundation

Governor at Warwick Independent

Schools Foundation and Chair

ofGovernors for King’s High

School, Warwick.

3. James Clarke

Interim Chief Financial Officer

James joined Wincanton in

March 2017 as Group Financial

Controller, but has also been

Group Transformation Director

and Group Operational Finance

Director. Previously James

was a Finance and Commercial

Director with Mitie Group plc,

the British facilities management

and energy company, where he

also held a number of senior

group roles including Group

Financial Controller. He is also

a non-executive of the Building

Services Research and Information

Association (BSRIA) since 2019.

James is a Chartered Accountant.

4. Daniel Porte

Strategy Director

Daniel joined Wincanton in

January 2021 asStrategy Director

and a member of the Executive

Management Team. Daniel was

most recently VP Strategy – North

America (LSG Group) leading

key strategic projects, including

M&A projects as well as driving

the region’s strategic initiatives.

He also held other senior roles

within the LSG Group in the UK

and Europe including Director

Supply Chain Optimisation UK.

Daniel holds an MBA degree

(Diplom-Kaufmann) from the

University ofMainz, Germany,

with a specialtyin accounting

andinformation technology.

5. Richard Gifford

Chief Information Officer

Richard was appointed Chief

Information Officer in April 2017

and is responsible for driving

the IT and digitised strategy of

the business while also ensuring

that IT continues to support

successful growth and operational

requirements. He was formerly CIO

of Carillion plc, driving the digital

programmes in their Construction

and Group Services businesses.

Prior tojoining Carillion, Richard

began his career with Whitbread

plc and has workedin other large

plc and public sector organisations.

6. Ian Keilty

Chief Operating Officer

Ian joined Wincanton in November

2018 as Managing Director – Retail

and Consumer, and was appointed

Chief Operating Officer in April

2020. He was previously Vice

President, European Supply Chain,

atSysco and Chief Operating

Officer atBrakes, the UK’s leading

foodservice supplier. Ian has also

held various positions on the

operating boards and executive

committees at Booker Group plc

and Iceland Stores. Prior to this Ian

worked in engineering and supply

chain roles for Mars, British Gas

and Nissan, andholds an MBA from

London BusinessSchool.

7. Paul Durkin

Chief Customer

andInnovationOfficer

Paul was appointed Chief

Customer and Innovation Officer in

June 2021. Previous to this Paul led

Wincanton’s eFulfilment business,

responsible for developing our

direct to customer propositions

and growth. Over the past

ten years Paul has established

Wincanton as a market leader

inhome delivery and eFulfilment

services with clients such as

IKEA, M&S, Wickes and Screwfix.

Before joining Wincanton Paul

worked for Tibbett and Britten

and latterly DHL Supply Chain,

leading supply chain operations

for blue chip clients in the UK

and Asia. Paul has a passion for

developing people and chairs the

CILT’s ASPIRE foundation, which

provides funded education and

training opportunities for those

intransport and logistics.

8. Lyn Colloff

Company Secretary

Lyn was appointed Company

Secretary inApril 2020. She was

formerly Company Secretary at

Cobham plc for over ten years

and brings a wealth of experience

to Wincanton. Lyn is a qualified

Chartered Secretary and worked

exclusively in the financial services

sector before joining Cobham from

the Financial Services Authority

(now the Financial Conduct

Authority). Lyn achieved an MBA at

Aston University in 2004 and now

chairs the Company Secretary’s

Forum of the CGI, the Chartered

Governance Institute.

1 32 7 85 64

AccountsStrategic report Governance

060 – Wincanton plc Annual report and accounts 2022

The role of the Board

The Board is collectively responsible for the

long term performance of the Company,

and is made up of the Company’s two

most senior Executives, namely the CEO

and the CFO (referred to collectively as

the ‘Executive Directors’) and a number

of independent Directors, known as the

‘Non-executive Directors’.

These independent Directors include the

Board Chair and the Senior Independent

Director, whose roles are explained below.

There is always a majority of Non-executive

Directors on the Board.

The Board develops and promotes its

collective vision of the Company’s purpose,

culture and values and keeps the Company’s

business strategy, performance and risk

profile under regular review. The Board

meets frequently during the year to make

and review major business decisions,

and to monitor and test the operational

performance of the Group.

Between official Board meetings, there

is also regular contact between Board

members, and between the Board and

management to ensure the Group’s business

is being properly progressed.

Overview of the Board’s

responsibilities

To facilitate the Board’s work, there is a

schedule of matters which are reserved

exclusively for the Board to decide. These

matters are set out overleaf and feed into

the annual programme of Board activities.

The Schedule of Matters Reserved is

reviewed annually to ensure it remains

fitfor purpose and sets the parameters

formanagement.

Where appropriate, the Board receives

recommendations in relation to matters

delegated to the Committees of the Board

which conduct their work in accordance

withtheir respective terms of reference.

The work of the Board

Governance structure continued

How the Board monitors culture

The Board recognises that corporate culture

affects all the Company’s stakeholders,

andthat a healthy corporate culture is an

important factor in the successful delivery

ofthe Company’s strategy.

While it is the role of management to articulate the culture, to identify gaps

between actual and desired culture and to drive cultural change, the Board

has a responsibility to monitor and evaluate progress in this area.

Wincanton’s Board monitors the culture of the Company in various ways:

– through its site visits

– through its discussions with management and employees across

the business on those visits, both formally and informally pre- and

post-meetings

– by reviewing various direct and indirect culture metrics included in

the People, Health and Safety, Audit and Compliance reports included

oneachBoard meeting agenda

– by evaluating how the Executive Directors and EMT live the desired

behaviours

– by monitoring how effectively the desired culture is communicated

tothewider workforce.

The Board’s current approach to monitoring culture is therefore embedded

into its work. However, given the increasing challenges brought about by

the labour challenges we face as a business and our increased focus on social

value, the format of reporting to the Board is being reviewed. It is proposed

to design a dashboard which will better enable the Board to monitor a more

holistic view of culture as part of the strategic work in the year.

Wincanton plc Annual report and accounts 2022 – 061

Attendance

Directors are expected to attend all scheduled meetings and their attendance during the 2021/22 financial year is set out below.

Appointed Committees Role Status Board Audit Nomination Remuneration

Total meetings in year 14 4 5 5

Dr. Martin Read CBE August 2018

Chair Ind 14/14 – 5/5 5/5

James Wroath September 2019

CEO Exec 14/14 – 5/5 –

Tim Lawlor* September 2015

CFO Exec 13/13 – – –

Gill Barr September 2017

NED Ind 14/14 – 5/5 5/5

Anthony Bickerstaff** September 2020

NED Ind 14/14 4/4 4/5 –

Mihiri Jayaweera April 2020

NED Ind 14/14 4/4 5/5 –

Debbie Lentz June 2019

NED Ind 14/14 – 5/5 5/5

Stewart Oades November 2014

NED Ind 14/14 4/4 5/5 –

* Mr Lawlor stepped down from the Board on 28 February 2022.

** Mr Bickerstaff was unable to attend one Nomination Committee meeting due to an unavoidable schedule conflict.

Key:

Board

Remuneration Committee

Nomination Committee

Audit Committee

Matters Reserved for the Board:

– develops, reviews and assesses delivery

of the Group’s strategy to generate

value for shareholders and contribute

towider society

– establishes and promotes the Group’s

purpose, values and culture

– reviews and approves the Group’s annual

budget and three year financial plan

– approves the Group’s Annual Report

– maintains and reviews the Group’s

controls and approves the Group’s

material contracts

– engages with the Group’s shareholders

and stakeholders

– approves the payment of a dividend to

shareholders at the half year and full year

in line with the Group’s dividend policy

– ensures that the workforce policies

and practices are consistent with the

Group’s values and supports its long

term sustainable success, enabling the

workforce to raise any matters of concern.

The Schedule of Matters Reserved and

the Committee terms of reference

can be viewed on our website

www.wincanton.co.uk/investors/corporate-

governance/board-responsibilities/.

Board Committees

The Board sets the Committees’ terms

of reference which are reviewed annually

by the Committee and the Board. These

are available on the Group’s website

www.wincanton.co.uk/investors/corporate-

governance/board-committees.

Membership of each Committee

is determined by the Board on the

recommendation of the Nomination

Committee and in consultation with

the appropriate Committee Chair. The

membership, role and duties discharged

in the year ended 31 March 2022 for each

Committee are set out in the respective

Committee reports in this Report.

Board activity in the year

The Board held ten scheduled meetings

during the year at which it considered all

matters of a routine nature, structured

through clear agenda setting, written

reports and presentations from both

internal members of staff and external

advisers and consultants. In addition there

were three ad hoc meetings of the Board

to deal with non-routine, time-sensitive

business and one full day strategy meeting.

During the year, the Chair and Non-executive

Directors met once without the Executive

Directors being present. The Senior

Independent Director and the Non-executive

Directors met once without the Chair

being present.

AccountsStrategic report Governance

062 – Wincanton plc Annual report and accounts 2022

Board activity in the year continued

A review of operational and financial performance and oversight of the health, safety and wellbeing of our colleagues are standing items at

each Board meeting. Other topics considered and items covered by the Board during the year included:

STRATEGY

Continued oversight of the strategy implementation

Continued development of the ESG strategy including setting up a new ESG Committee

Oversight of the development of the Information Technology strategy and approach to Cyber Security

Technology in logistics – external presentation

Contract and property approvals with values in excess of the delegated authority of Management

Oversight of the acquisition and integration of the Cygnia business

Review of the transport model

Contract reviews and deep dives into our sectors

Review of the operating model in light of the implementation of Oracle Cloud

Further development of the People strategy with a strong focus on equality, diversity and inclusion

Oversight of the further development of succession plans and talent development programmes

Review of employee engagement activities, led by the SID

FINANCE

Continued strengthening of the financial control environment

Approval of the budget and three year plan

Approval of the half year and full year financial results, including dividends

Continued oversight of the implementation of the cloud based finance and HR system

Consideration of Group funding

Oversight of long term strategy for the Group’s pension schemes

GOVERNANCE AND RISK

Continued emphasis on embedding risk management into business activities

Continued development of risk methodology, scoring and reporting

Monitoring of contract approvals to ensure financial returns forecast have been achieved

Policy approvals in line with matters reserved to the Board, including the Modern Slavery Statement and new Sanctions policy

Review of compliance with each of the Board Committees’ terms of reference

Governance structure continued

Activities of the Board

Link to strategy

Our products and services

Our markets

Our operating model

Our people

Wincanton plc Annual report and accounts 2022 – 063

Board engagement

…with our stakeholders

The Board recognises that to meet its

responsibilities to shareholders and

stakeholders, it is important to ensure

effective engagement with, and encourage

participation from, these parties. The way

in which the Board factors the needs and

concerns of the Company’s stakeholders into

its discussions and decisions in accordance

with section 172 of the Companies Act 2006

is described in greater detail on page 34.

The Group’s website not only contains

important stakeholder information

(including current and past Annual Reports

and Accounts, share price, Stock Exchange

announcements, circulars and shareholder

documentation), but also our press releases

and thought leadership articles, giving

stakeholders insight into the vital work

we do for the economy, and how we are

delivering supply chain value both now

andfor the future.

…with our shareholders

The Company maintained effective

dialogue with shareholders during the year

to ensure that the strategy and business

model are understood, and to discuss any

developments in either the Company or the

sectors we operate in that might affect our

shareholders’ views on their investment. The

main topics of discussion with our investors

this year have been driver shortages and

costs, the growth opportunities within

eFulfilment and our innovation activity. The

financial discussions tended to focus on the

investment opportunities that our strong

balance sheet offers.

There are regular meetings between

Executive Directors and institutional

shareholders, fund managers and analysts

and the Board receives feedback on this

engagement to enable the Directors to

form a view of the priorities and concerns of

stakeholders. Brokers’ reports and analysts’

briefing notes are regularly distributed to

all Directors, and form part of the Board

agenda at half year and year end.

The Chair of the Board and the

Remuneration Committee Chair

have communicated with larger

shareholders during the year. There was

recently a consultation with our major

shareholders specifically with regard

toCEOremuneration.

Capital Markets Day

Investors and analysts will have the

opportunity to engage with the Board and

management directly at a Capital Markets

Day, planned for 7 July 2022. Shareholders

will be invited to join the Board and

management of Wincanton at The WEB in

Rockingham to see our innovation in action

and have a tour of our WEB facility.

Annual General Meeting

The AGM, scheduled this year for

12July2022, provides an opportunity

for shareholders to receive the financial

results for the financial year, ask questions

of the Board and receive an update on the

currentperformance.

…with our employees

Wincanton is a people business, and

employees are key stakeholders. Stewart

Oades is our designated Non-executive

Director for workforce engagement.

Wincanton chose this method of

engagement as the most effective given

the various employee forums and listening

groups already established. It was felt that

a designated Non-executive Director would

be best placed to raise the visibility of the

workforce’s views, to be considered in the

Board’s discussions and decision-making

processes. A formal feedback session is

scheduled into the Board’s annual work

plan, with ongoing dialogue during the

year between Mr Oades and the Chief

People Officer.

Last year we set an objective to obtain

greater breadth and depth of employee

engagement, by increasing the number of

engagement events with Mr Oades, and

receiving input from a wider range of roles

across the business. Over the past year he

has held seven events, across four locations,

two of which were held virtually.

Discussion topics have been broad-ranging

and included onboarding, communications,

training and development opportunities,

and flexible working arrangements and

shift patterns. You can read more about

the outcome of these engagement events

on page 64.

…with the business

Over the course of the year, members of the

EMT and their direct reports are invited to

attend Board meetings to present an update

on the current performance and future

focus of their areas of responsibility, and to

respond to the Board’s questions directly.

The Board appreciates the value of

visiting operational sites to maintain its

understanding of the business. This first

hand knowledge enables the Directors to

better guide and challenge management

through its discussions. Facilitated by the

Company Secretary, each of these visits

includes a formal presentation by that site’s

management team to set the scene prior to

a site tour, and time is factored in to engage

informally with the local teams. There are

three such visits already scheduled for the

coming year.

AccountsStrategic report Governance

064 – Wincanton plc Annual report and accounts 2022

Governance structure continued

Employee engagement Q&A

Stewart Oades, Non-executive Director with responsibility for workforce

engagement, responds to questions about his work this year.

Q How has the Wincanton Board

approached its responsibilities towards

workforce engagement?

A The Corporate Governance Code

suggests three core options for

companies to use: a dedicated Non-

executive Director, a worker Director

and an advisory panel. We chose the

dedicated NED option, and I am very

pleased to take on this role as the link

between the Board and the workforce.

The Board recognised that there were

already various workforce engagement

groups in place and functioning well, and

it was felt that the NED option would

complement and support this existing

infrastructure. I set up a calendar of

sessions over the year to meet diverse

groups of employees at different

sites. I report back to the main Board

summarising this work annually. Between

those formal reports, I am in touch with

the Chief People Officer to raise issues

and clarify points raised at those sessions,

and naturally I relate the voice of the

workforce into our Board discussions as

appropriate at each Board meeting. This

year, in particular, much of the feedback

has been around our retention rates and

our training for first time line managers

and managers generally.

What do your engagement sessions

look like, and what do you talk about?

A Each session is designed to involve

colleagues at differing levels of

experience, grade and role, to stimulate

good discussion. I introduce and position

each session then open the forum for

constructive discussion. I ensure the

participants understand that these

sessions are not to communicate

grievances directly to the Board, but

rather they are an opportunity for

colleagues to offer their thoughts

onthebusiness as a whole, what works,

what could be improved and so on.

We have covered topics such as

community engagement, training and

development, site leadership, customer

expectations, employee recognition

mechanisms, recruitment processes,

employee communications and

evenuniforms.

Q What have you learned from these

engagement sessions? What will you

dowith that knowledge?

A The format of the engagement

sessions has developed during the year

as we have been able to get back to some

face to face meetings and have learned

what works well. Smaller groups work

better; colleagues from multiple sites at

one session reduce the amount of time

spent on local issues and result in a more

balanced session.

I have been very encouraged to hear

from groups that are largely positive,

enthusiastic and engaged with the

business. It is heartening for me

personally and others at the sessions to

hear about success stories and to share

best practice with colleagues. Of course

our workforce have frustrations which

have been expressed in a constructive

manner, and indicate a level of trust

that they feel comfortable to raise

at these sessions. The frustrations

brought to myattention have been

broadly consistent with other indicators

ofemployee satisfaction.

As a result of this year’s engagement we

are going to be launching MyPlace, our

Group-wide intranet, in order to improve

communication channels and provide

colleagues with easy access to company

news, policies, vacancies and so on. We

will also be exploring further ways to

understand and enhance a consistent

culture across our locations so that all

colleagues have the same, inclusive

experience regardless of their place

ofwork.

We have brought a high level of focus

on the critical role that our first line

managers fulfil and the importance

of effective recruitment, training and

development of these colleagues.

Colleague retention and reduced turnover

is an important issue and we continue

to look to identify opportunities to

improve this issue. I am confident that

the Executive team are responding

proactively to the points raised through

these forums.

Q What are the next steps?

A We must continue to focus on the

participation of a broad range of

employees – not just geographically but

by experience, role and sector. Our aim is

to continue to receive input and opinion

from colleagues into what the Board

should focus upon to make Wincanton

a better place to work and a more

successful business.

Visit wincanton.co.uk/

why-wincanton/our-people

Wincanton plc Annual report and accounts 2022 – 065

Division of responsibilities

The Chair

The Chair, Dr. Martin Read CBE, is

responsible for leadership of the Board and

ensures the Board carries out all aspects of

its responsibilities effectively. In particular

the Chair is responsible for setting the

Board’s agenda, ensuring that adequate time

is available for discussion of all agenda items

and facilitating effective communication

with shareholders. Dr. Read was deemed

independent on appointment.

Senior Independent Director (SID)

Stewart Oades is the Senior Independent

Director on the Board. His role is to act as a

sounding board for the Chair and perform an

intermediary role to other Directors, where

necessary. The Senior Independent Director

leads the appraisal and review of the

Chair’s performance and he is available to

shareholders if they have reason for concern

that contact through the normal channels

of the Chair and Chief Executive Officer has

failed to resolve.

Non-executive Directors

Non-executive Directors (including the Chair

and SID) have a number of responsibilities,

including constructively challenging the

Group’s strategy, helping to develop possible

alternative strategies and appointing,

setting remuneration for and (where

necessary) replacing ExecutiveDirectors.

The Code requires there to be an

appropriate combination of Executive and

Non-executives, in particular independent

Non-executives, on the Board. A good

balance of Executive and Non-executive

Directors ensures there is healthy discussion

and challenge for effective decision-making.

All the Non-executive Directors were

deemed to independent on appointment

and continue to be so. They were each

appointed on the basis of their capabilities,

skills, experience and backgrounds thereby

providing enriched diversity to support the

discussions on the Board. You can read their

biographies on pages 56 to 57. Collectively

they add value and provide independent

oversight and challenge across all corporate

and commercial aspects with their

contributions and external perspective. Non-

executive Directors challenge management

and hold them to account; they assist and

guide in the development of Group strategy;

offer advice and engage with the wider

business and its employees asappropriate.

Each Non-executive Director is appointedfor

an initial fixed term of three years, subject to

annual re-election by shareholders at the AGM.

Their appointment term may be renewed

by mutual agreement with due regard to

the Code, their performance, contribution,

and their ongoing independence. They are

expected to dedicate sufficient time to their

role to discharge their obligations effectively.

Appointment dates for Board members are

set out in the Attendance table on page 59.

The Chief Executive Officer (CEO)

The Board delegates the day to day

operation of the Group’s business to the CEO

whose duties include to propose the Group’s

strategy to the Board for approval and then

deliver it, to ensure that the Governance,

Risk and Compliance framework of controls

is applied throughout the organisation and

to act as a role model for the Company’s

employees, setting out clearly the Board’s

expectations about the Company’s culture,

values and the behaviours expected of

every employee.

The Executive Management Team (EMT)

The CEO is supported by his Executive

Management Team (EMT). The EMT

comprises the senior leadership team

that report directly to the CEO and have

management responsibility for the business

operations and support functions. The EMT

meets monthly and relevant matters are

reported to Board meetings by the CEO

and, as appropriate, the CFO and other

EMT members.

External directorships

The Chair and Non-executive Directors

hold appointments as directors on a

small number of other companies, as

detailed in their biographies on pages 56

to 57. It is considered that the Chair and

Non-executive Directors allocate sufficient

time and commitment to fulfil their duties

tothe Company.

The Board acknowledges that Executive

Directors may wish to undertake external

Non-executive Director roles outside of

the Company. It is recognised that such

opportunities broaden their development,

widen their commercial experience and

so benefit the Company. To protect the

interests of the Company, each Executive

Director is restricted to one Non-

executive role at any one time. During

the year and to the date of this report, no

external appointments were held by the

ExecutiveDirector.

Annual re-election of Directors

In accordance with the Code and the

Company’s Articles of Association, all

Directors are subject to election or re-

election by shareholders at the AGM. All the

Directors, being eligible, will put themselves

forward for annual re-election at the

Company’s AGM.

Conflicts of interest

Directors are required to notify the

Company of any situation that could give

rise to a conflict or potential conflict of

interest and compromise independent

and objective decision-making. The

Board regularly monitors and reviews all

notifications recorded in the register and

considers any situational conflicts at each

Board meeting. Where any conflict arises,

the Board determines whether or not a

Director can vote or be a party to discussions

in accordance with the Company’s Articles

ofAssociation.

The Board is satisfied that potential

conflicts have been effectively managed

throughout the year.

Board support and the role

oftheCompany Secretary

All the Directors have unfettered

access to the advice and services

oftheCompanySecretary.

The Board and its Committees are

supported by the Company Secretary

whoensures that the Directors are able to

discharge their duties and responsibilities

in an effective and efficient manner. This

means making sure that there are robust

and clear Board policies, processes and

information in place and that time and

resources have been appropriately allocated.

It also means ensuring that meetings are

efficiently managed and that there are clear

communication flows within the Board and

its Committees and between the Board and

senior members of Wincanton’s team.

The Company Secretary keeps Board

members briefed on corporate governance

and assists with ensuring all decisions

are made in accordance with the

MattersReserved, see page 60.

In addition, the Company provides the

Directors with access to independent

professional advice at the Company’s

expense, as and when required.

AccountsStrategic report Governance

066 – Wincanton plc Annual report and accounts 2022

I am pleased to say that our Board

isfunctioning well.

Dr. Martin Read CBE

Nomination Committee Chair

Dear shareholder

I am pleased to introduce the report of the

Nomination Committee and to highlight its

main points.

Tim Lawlor, our CFO, left us at the end of

the financial year to take on a similar role

at Countryside Partnerships plc. He has

played a major role in the development of

Wincanton over the last six years and we

thank him for his loyalty and commitment

to the business. We have employed the

search firms Egon Zehnder and Independent

Search Partners to assist us in appointing

his replacement. In the meantime, we are

pleased that James Clarke, our Finance

Director, UK & Ireland, has stepped up to

beInterim CFO.

This year, we carried out an internal Board

evaluation. I am pleased to say that our

Board is functioning well. There is an

open and questioning environment, good

diversity of experience and thought, and the

Board operates well as a team. The exercise

highlighted a few points for us to address

and these will be progressed in the new

financial year. Further details of the process

and the conclusions of the Board evaluation

are set out in the report below.

We place great emphasis on management

succession and talent identification within

the business. Given their importance,

these topics are addressed twice yearly at

Board rather than Nomination Committee

meetings. Our governance structure

reflects this. Succession planning for Board

members continues to be carried out by the

Nomination Committee.

We have formally adopted a Board Diversity

Policy. This is in addition to the Diversity

Policy that is applicable across the wider

Group. The constitution of our Board fully

reflects these policies.

I would like to thank the members of the

Committee and those who have supported

its work for their contribution over the

last year.

Dr. Martin Read CBE

Chair

19 May 2022

Nomination Committee

report

Committee membership

Member Role Status Appointment date

Dr. Martin Read CBE Chair Independent August 2018

Gill Barr NED Independent September 2017

Anthony Bickerstaff NED Independent September 2020

Mihiri Jayaweera NED Independent April 2020

Debbie Lentz NED Independent June 2019

Stewart Oades NED Independent November 2014

James Wroath ED Executive February 2021

The above table sets out the Committee membership as at 31 March 2022. It shows

the role and independence of the members and the date they were appointed to the

Committee. Appointments to the Committee are made for a term of three years and

may be renewed for a further two terms. The Committee’s composition meets the

requirements of the Code.

Attendance for all Board and Committee meetings is set out on page 61.

Nomination Committee report

Wincanton plc Annual report and accounts 2022 – 067

Role of the Committee

The Board has the responsibility for ensuring

the Group attracts, retains and incentivises

the best talent to support its strategy and

long term vision for sustainable success. The

Board has delegated the oversight for Board

succession planning to the Nomination

Committee. The Committee is responsible

for reviewing the annual performance

evaluation outcomes for the areas under its

remit. The outcomes of the Board evaluation

process feed into the discussions around

succession planning.

The Committee reviews Board composition,

balance and committee membership.

Itconsiders the independence of Board

members, any potential conflicts that have

been declared and time commitments.

The framework of the Nomination

Committee’s duties and responsibilities is

set out in its terms of reference which are

reviewed annually by the Committee and

the Board. These terms of reference can

be viewed on the Company’s website. The

work carried out by the Committee during

the year is set out below. The Committee

reports to the Board on all items of business

considered at its meetings.

CFO recruitment

Tim Lawlor announced his intention to resign

on 16 November 2021 to take up the role of

CFO at Countryside Partnerships plc. The

Board of Wincanton wishes to thank him for

his hard work, commitment and contribution

to the Group over the last six years. Tim left

the business on 18 March 2022.

The Committee delegated the initial stages

of the project to replace the CFO to the CEO,

the Chair of the Board, the Audit Committee

Chair and the Chief People Officer (CPO). A

role specification was agreed and we briefed

the search firms Egon Zehnder (EZ) and

Independent Search Partners. The Company

confirms that neither firm has undertaken

any other work for the Board of the Group

during the FY 2021/22. Both firms drew up a

long list of external candidates and the initial

interviews were undertaken by the CEO

and the CPO, alongside internal candidates

who expressed an interest in the role. The

full Nomination Committee was involved

throughout this process.

Plc Board gender diversity

as at 31 March

Female: 2022 – 43%

2021 – 38%

Male: 2022 – 57%

2021 – 62%

Executive Management

Team gender diversity

(excludes EDs on

the Board)

as at 31 March

Female: 2022 – 29%

2021 – 50%

Male: 2022 – 71%

2021 – 50%

Senior Management

Group gender diversity

(below EMT)

as at 31 March

Female: 2022 – 27%

2021 – 29%

Male: 2022 – 73%

2021 – 71%

The average tenure of Board members has increased from 2.8 years

to 3.4 years following Tim Lawlor stepping down.

Board Directors’ age diversity (years)

as at 31 March 2022

The average age of Board members has increased from 58.25 years

to 60 years following Tim Lawlor stepping down.

46–50 51–55 56–60 61– 65 66–70 71–75

Average

age

60 yrs

Board tenure

as at 31 March 2022

0–2

years

2–5

years

Average

tenure

3.4 yrs

4343++5757++LL

3838++6262++II

2929++7171++LL

5050++5050++II

2727++7373++LL

2929++7171++II

AccountsStrategic report Governance

068 – Wincanton plc Annual report and accounts 2022

Board skills and experience

Skills and experience matrix

The skills review undertaken last year assessed

the experience of the Board members in a

number of areas deemed particularly relevant

to Wincanton’s business. Each Director was

awarded points ranging between zero for low

and three points for high level experience.

The maximum possible score for each skill

was, therefore, 21 points. The results of this

analysis were set out in last year’s report and

accounts and have not changed. However, we

have set out the results differently this year

to highlight the diverse experience and skills

on the current Board. The skills matrix will

continue to be reviewed each year.

Executive

Mergers &

Acquisitions

Chief Executive

Logistics

City/investor

Retail

Finance

E-retail

Sales &

Marketing

Remuneration

Legal

People

Environmental

Automation

Pensions

Information

Technology

Nomination Committee report continued

Wincanton plc Annual report and accounts 2022 – 069

CFO recruitment continued

A short list of candidates who met the

job specification and would fit with the

culture of the business were interviewed

by the Chair of the Board and the Audit

Committee Chair. Early in the process, the

Remuneration Committee Chair, the Chair

of the Board and the CPO were in contact

regarding remuneration considerations

and the Remuneration Committee Chair

has remained engaged in the process

throughout. The recruitment process

isstillongoing at the time of this report.

In the meantime, James Clarke was

appointed as Interim CFO whilst the

recruitment process was underway. James

is an experienced member of the Group’s

finance team having held a number of roles

at Wincanton since 2017 and he was the

Finance Director, UK & Ireland immediately

prior to stepping up.

Board evaluation

The Board and its Committees continuously

monitor their own performance and seek

to improve their effectiveness. Informally

this happens through the open channels of

communication between members with the

support of the senior management team

and the Company Secretary. In line with the

Code requirements, a formal effectiveness

evaluation exercise is undertaken annually,

either internally or through an externally

led process.

The Board evaluation process

This year, an internal evaluation process

was facilitated by the Company Secretary.

This process gathered feedback from all

Directors, the Secretary and the CPO. A

questionnaire was used which particularly

focused on the actions and themes arising

from the previous year’s evaluation.

Questions were designed to elicit how

effectively the Board considered the

actions from the previous year had been

achieved. In addition to scored answers,

free text response questions were posed

to draw out Board members’ comments

on overall effectiveness, in line with the

Code and the guidance published by the

Financial Reporting Council. Responses

were submitted anonymously to encourage

candid feedback.

Board evaluation outcome

The results of the Board evaluation were

positive and affirmed that the Board is well

managed, open and questioning and that

the members function well as a team.

The key actions from the evaluation are

as follows:

– it was felt that the recent visits to

Wincanton operated sites had been very

insightful but that they could be improved

by the opening of each site visit with a

more detailed presentation from the

site manager before the site tour and by

leaving more time to meet colleagues

– the Committee discussed presentations

from external advisers received over the

past 12 months. It was concluded that

future presentations should better set

out the objectives to be gained from

the session

– the setting up of an ESG Committee was

agreed, to be chaired by the CEO and

to include a permanent Non-executive

member and any other Non-executives

who wished to attend. The Committee

will focus on strategy, target setting,

performance and communication

– the new approach to the strategic agenda

was felt to be effective. There will be a

particular focus on the People cog of the

strategy in the coming year, in support

ofthe Group’s Social agenda.

Priorities for 2022/23

An external evaluation will be held in

2022/23. The last external evaluation took

place in 2019 and was conducted by Condign

Board Consulting.

Performance of the Chair

The performance of the Chair was assessed

by the Senior Independent Director with

feedback from the Executive and Non-

executive Directors, plus the Secretary.

Itwas considered that Dr. Read remains

aneffective Chair, as supported by the

outcome of the Board evaluation.

Performance of

individual Directors

The Chair reviewed the performance and

contribution of each of the Non-executive

Directors individually. These reviews

confirmed that each Board member

continues to make an effective contribution

to the Board and the various Committees

onwhich they serve.

Board Diversity Policy

The Board is committed to diversity in its

broadest sense. It recognises that a diverse

Board is likely to lead to better decision-

making as a result of the varied background,

experience, ways of thinking, gender and

ethnicity of its members.

The Board believes that its own membership

is an important factor in delivering the

Wincanton Group’s diversity and inclusion

commitments. As a people-driven business,

Wincanton places particular emphasis on

developing a diverse and inclusive culture,

which reflects its employee population

andthe communities in which it operates.

The Board Diversity Policy takes account

of the voluntary targets for gender and

ethnic diversity as set out in the Hampton-

Alexander Review and Parker Review

respectively. We aim to continue to exceed

the target of 33% female representation

on the Main Board and maintain a minimum

of one Board Director (either Executive or

Non-executive) from an ethnic minority

background. We only engage with search

agencies that understand the Board’s

aims and share the diversity values of the

Group when identifying candidates for

Board appointments, including candidates

with little or no previous FTSE-listed

Boardexperience.

Non-executive Director (NED)

training and awareness

Through the year, the NEDs undertake

various training and awareness sessions.

TheSecretary retains a record of the

sessions completed to evidence that the

NEDs are taking their continued professional

development obligations seriously. To

supplement this individual self-development

by the NEDs, the Secretary and members

of her Governance, Risk and Compliance

team undertook a risk awareness session

with each Director on a one to one basis in

the year. These sessions had two objectives:

firstly to raise awareness with the Board

members of the legal and regulatory risk

posed to the Group; and secondly to identify

any areas of development needed for

each Director. Directors gave their opinion

on areas of risk identified through their

experiences elsewhere and these insights

have been factored into the Group’s risk

management and assurance workplan.

AccountsStrategic report Governance

070 – Wincanton plc Annual report and accounts 2022

Audit Committee report

The work of the Committee has reflected the

changing risk landscape as businesses move out

of the effects of the pandemic.

Anthony Bickerstaff

Audit Committee Chair

Dear shareholder

I am pleased to present the Audit

Committee’s report for the year ended

31March 2022.

The Committee supports the Board

in fulfilling its corporate governance

responsibilities and has continued to

ensure that robust and effective risk

management processes and internal

controls remain in place. The framework of

the Committee’s duties and responsibilities

is set out in its terms of reference, which

are reviewed annually by the Committee

and the Board. The terms of reference

can be viewed on the Company’s website

www.wincanton.co.uk/investors/corporate

governance/board-committees/.

Wincanton has had a successful year, despite

the problems arising from Covid-19, supply

chain disruption, driver shortages and

economic factors, including inflation.

The focus of the Committee’s financial

review activities has been:

– the half year and full year results

– monitoring the significant judgements

made in the Group’s financial reporting

– consideration and recommendation

of the interim and final dividends to

shareholders.

The Committee has also considered the

integration and accounting treatment of the

acquisition of the Cygnia entities. Further

details of the activities this year are provided

in the report below.

Following the External Auditor BDO’s first

full financial year with Wincanton, the

annual evaluation of audit effectiveness

has been completed and is described in

this report.

Audit Committee

report

Committee membership

Member Role Status Appointment date

Anthony Bickerstaff Committee Chair Independent September 2020*

Stewart Oades NED Independent November 2014

Mihiri Jayaweera NED Independent April 2020

* Chair with effect from 1 March 2021.

The table above shows the Audit Committee membership as at 31 March 2022, the role

and independence of the members and the date of their appointment to the Committee.

Appointments to the Committee are made for a term of three years and may be renewed

for a further two terms.

Attendance for all Board and Committee meetings is set out on page 61.

For the purposes of the Code, the Board is satisfied that Anthony Bickerstaff has recent

and relevant financial experience and that the Committee’s composition meets the

requirements of the Code.

Wincanton plc Annual report and accounts 2022 – 071

As the risk landscape continues to change

as businesses move out of the worst of the

effects of the pandemic, the Committee

has overseen the continued strengthening

of risk management across the business as

a whole. This has involved the development

of a heat map, deep dives into individual

operational and Group risks and refinement

of the risk appetite statement. Read

more about our risk management on

pages 44 to 51.

There has been a particular focus for the

Committee on cyber security which has been

identified as a principal risk for the Group

and is considered a heightened risk given

the Russian/Ukraine conflict. We have also

strengthened our controls and processes

around sanctions and money laundering for

the same reason.

I have been heavily involved in the

recruitment process of our new CFO and the

process is ongoing at the time of this report.

Focus in 2022

In the coming year, the Committee will

ensure that the new Head of Internal Audit

and CFO provide a good continuity of

support to the business as they settle in to

their respective roles.

The Committee will continue to monitor

the impact of macro events on the Group,

particularly global conflicts, the effects of

inflation and other external cost pressures.

There will be a continued focus on enhancing

the assurance around the Group’s climate

change strategy and its reporting.

The Committee will continue to ensure

that robust internal controls and risk

management systems are in place

and effective and that best practice is

implemented. Deep dives will be conducted

as appropriate to include cyber security and

the Oracle Cloud implementation.

The Committee welcomes constructive

engagement on any of the areas under

itsremit. I will be available at the AGM

andcan be contacted through the

CompanySecretary.

Anthony Bickerstaff

Audit Committee Chair

19 May 2022

Role of the Committee

The Audit Committee assists the Board in

fulfilling its oversight responsibilities by:

– monitoring and reviewing the content

and integrity of the Company’s financial

statements and narrative reporting,

including review of the significant financial

reporting judgements contained therein

– considering the appropriateness of

adopting the going concern basis of

accounting, identifying any material

uncertainties and reviewing the

methodology and robustness of the

viability assessments undertaken

– reviewing the Company’s internal and

external controls, risk management

framework and the quality of the internal

and external audit processes

– reviewing certain Group policies including

Non-audit Services, Tax, Treasury, Anti-

Bribery and Corruption, Share Dealing,

Speaking Up, including the procedures in

place for whistleblowing and Sanctions

– overseeing the engagement with the

External Auditor and reviewing and

monitoring their independence and

making recommendations to the Board

regarding their remuneration and terms

of engagement.

The Committee reports to the Board its

activities and how it has discharged its

responsibilities, and any matters where

it considers action or improvement is

needed, including recommendation of

remedial actions.

The Group’s Chief Financial Officer, Group

Financial Controller, Head of Internal Audit

and the External Auditor attend and report

to each Audit Committee meeting. The Chair

of the Board and the Chief Executive Officer

also regularly attend the Audit Committee

meetings by invitation.

The Committee has unrestricted access to

Company documents, management, Internal

Audit, the Company Secretary, the External

Auditor and any other advisers, as and

when required.

Systems of internal control

andrisk management

The Committee monitors and reviews the

Group’s systems of internal control and risk

management on behalf of the Board.

The Wincanton finance manual sets out the

Group’s policies, procedures and controls

and is regularly updated to ensure that

there is continuous improvement to the

Company’s control environment.

The Group’s systems and controls are designed

to ensure that exposure to significant risk is

reduced and mitigated to the fullest extent

possible, with acknowledgement that not all

risk can beeliminated.

Details of the Group’s principal risks

and uncertainties, its systems for risk

management and control, and statement

following the viability assessment are set

out on page 48 of the Strategic Report.

The Audit Committee receives regular updates

on the development and operation of the Risk

Management Framework and during the year

received reports on the continued development

of the Group Risk Register to better align with

the Group strategy, which includes a rolling

programme of deep dives into individual risks,

and on the update of methodology for risk

reporting and administration.

Audit Committee

effectivenessevaluation

The effectiveness of the Audit Committee

was considered as part of the Board and

Committee Evaluation, the process for which

is described in detail on page 69.

Positive results were received in response

to the Audit Committee related questions

in the evaluation, with the quality and

presentation of the information received

from management scoring particularly

highly. Actions for the Committee as a result

of the evaluation include a further review of

the length of Committee papers to increase

efficiency, and a review of the agenda setting

process to allow wider input at an earlier stage.

The members of the Audit Committee receive

regular opportunities for training to ensure

their knowledge of current best practice

is up to date, as is the case for all Board

members. They all play a full role in ensuring

the Committee meets its objectives and

responsibilities, and there is no over-reliance

on any particular Committee member.

AccountsStrategic report Governance

072 – Wincanton plc Annual report and accounts 2022

Audit Committee report continued

Priorities for next year include:

– ensuring continuity of support to the

business and the Committee from the

new Head of Internal Audit and CFO

when appointed

– monitoring and reviewing processes

and controls in light of the fast moving

geo-political and regulatory environment

– continued oversight of the Group’s risk

management systems, continuing with

deep dives into specific Group Risks

against the backdrop of developing

macro-economic events

– ongoing focus on further strengthening

internal controls and ensuring that they

continue to be applied whilst at the same

time addressing the efficiency of operations

and delivery of service to ourcustomers

– continuing to monitor the delivery of the

Oracle Cloud Enterprise Resource Planning

(ERP) solution, implemented to substantially

reduce risk and improve control across

Finance, People and Procurement processes

whilst reducing current infrastructure and

future upgrade costs

– monitoring and implementing as appropriate

best practice in good governance and

internal controls for AuditCommittees.

Activities this year

During the year, the Committee held four scheduled meetings to deal with procedural matters as required. The Audit Committee also met

privately with the External Auditor and separately with the Head of Internal Audit after three of those four meetings.

May 2021 – meeting 1 May 2021– meeting 2 November 2021 January 2022

Year end

Review of final draft preliminary

announcement

Review of final draft Annual Report

and Accounts

Going Concern:

Review of methodology of the

process used to compile the going

concern and viability statements,

including modelling of severe but

plausible downside scenarios, and

stress testing

Year end approvals

Annual Report and Accounts

including External Auditor’s

year end report summary

for sign off

Review of Stock Exchange

Announcement of

preliminary results

for sign off

Half year:

Review of draft Half Year Statement

for recommendation to the Board

Review of the half year going

concern statement

Consideration of governance,

themes and planning for the

Annual Report and Accounts

Review of accounting estimates,

judgements areas and compliance,

including financial reporting and

accounting policy

Approval of accounting

judgements report

Review of Non-audit fees report

for approval

Review of accounting estimates,

judgements areas and compliance,

including financial reporting and

accounting policy

Review of accounting estimates,

judgements areas and

compliance, including financial

reporting and accounting policy

Finalisation of accounting process

for Cygnia acquisition for sign off

Consideration of final dividend

recommendation proposal and

recommendation to the Board

Consideration of interim dividend

proposal and recommendation

to the Board

External Audit:

Review of annual year end report

to the Audit Committee incl. draft

audit opinion including Auditor

independence & objectivity and

compliance with ethical and

professional guidance)

External Audit:

Review of half year report to

the Audit Committee including

letter of representation, Auditor

independence and objectivity

and compliance with ethical and

professional guidance

Review of External Auditor fee for

recommendation to the Board

Consideration of process for

External Auditor effectiveness

evaluation

Review of Non-audit Fees Policy

and Report

External Audit:

Review of External Auditor

annual audit plan

Annual effectiveness evaluation

Approval of Auditor terms

ofengagement

Review of Risk Management Report

Review of Internal Controls report

Review of Risk Management Report

Risk Management Update and

approval of half year risk disclosure

statement

Review of fraud controls report

Review of Risk

Management Report

Group Risk deep dives

Financial Control Environment

&Assurance update

Review of Committee

annual workplan

Annual review of Treasury

&Tax policy

Receipt of Speaking Up

(whistleblowing) Register update

Receipt of Speaking Up

(whistleblowing) Register update

Receipt of Speaking Up

(whistleblowing) Register update

Wincanton plc Annual report and accounts 2022 – 073

Significant financial judgements and key sources of estimation uncertainty

Area of focus Role of the Committee Conclusion

Pensions: Defined

BenefitScheme

The Committee considered the key assumptions used in calculating

the pension asset and obligation and related income statement

items. These have been based on reports produced by the external

investment manager and the Scheme actuary.

The Committee concluded that the valuation

of the assets and the assumptions made about

the discount rate, mortality, Consumer Price

Index and Retail Price Index were appropriate and

that the disclosures in the Annual Report were

appropriate.

Provisioning The Committee considered the management judgement applied in

determining the amount and timing of provisions, reviewing reports

on the provisions held, including property, insurance, legal claims

and other, during the year and as part of the year end process.

A key source of estimation uncertainty arises in relation to the

insurance provision, and the determination of the assessment

ofclaims incurred but not received (IBNR).

The Committee receives regular updates on

legal claims and the level of provisions assessed

by management. The Committee satisfied itself

thatthe level of provisions was appropriate.

Goodwill and

other impairment

reviews

The Committee has reviewed management’s approach to impairment

reviews, including the key estimates and judgements made. They

have challenged the cash flows, and projected financial information

in light of the historical results and the current industry conditions.

The Committee concluded that the key

judgements and assessments used are

appropriate and reasonable. There is sufficient

headroom and no goodwill impairment is

required. The Committee satisfied itself that

theimpairment provisions made relating

tootherassets were appropriate.

Acquisition and

fair value

The Group acquired 100% of the equity shares in Caledonia Bidco

Limited and its subsidiaries which include Cygnia Logistics Limited.

Management, supported by an external team, have undertaken

a purchase price allocation exercise to identify and measure any

acquired intangible assets separately from goodwill.

The Committee was satisfied with the purchase

priceallocation and related disclosures regarding

theacquisition.

Revenue

recognition

The Committee has considered management reports on the following:

– accounting for new and modified contracts under IFRS 15, in

particular: the assessment of whether promises in contracts

constitute performance obligations; whether the services are distinct;

and whether they have been priced at a standalone selling price

– the assessment of start up costs in determining if they relate to an

upfront fee or should be spread over the contract term

– the monthly assessment of accrued and deferred revenue to ensure

revenue is accounted for in the correct period, as the contracts and

invoicing arrangements vary considerably and differ depending on

the customer.

The Committee concluded that management have

a robust process in identifying new contracts and

undertake detailed reviews of significant contracts

to identify the appropriate accounting treatment.

Similarly, management’s appropriateness of the

recognition of revenue was considered satisfactory.

Alternative

performance

measures

and non-

underlying items

The use of alternative performance measures and disclosure of non-

underlying items requires significant judgement given that these

measures are used in addition to statutory performance measures

and that no accounting standard defines specifically what items

should or what items should not be presented as non underlying.

The Committee considered management’s

presentation of non-underlying items to ensure

that alternative performance measures have not

been given undue prominence and are clearly

reconciled to statutory information, and assessed

the reasonableness of the assumptions. The

Committee agreed with the recommendations

made by management.

Going concern

and viability

The Committee has considered if the Group has access to

sufficient resources to continue as a going concern. It has reviewed

management’s assessment of going concern and long term viability,

including the availability of committed facilities and the associated

financial covenants. The Committee has given particular attention to

the downside scenarios applied and the disclosures made in respect

of the going concern and viability statements.

The Committee concluded that it is appropriate to

prepare the accounts on a going concern basis and

recommend approval of the viability statement

together with the associated disclosures.

Internal Audit Function

The Group’s Internal Audit (IA) function

independently reviews and tests the

effectiveness of the internal controls and

risk management systems through an

annual IA programme, to ensure the Group

complies with corporate governance and

regulatoryresponsibilities.

The Head of Internal Audit and Assurance

reports to the Audit Committee Chair and has

direct access to the Chief Executive Officer and

Chief Financial Officer. In addition to attendance

at all Audit Committee meetings, the Head

of Internal Audit reports regularly on Internal

Audit reviews to the Executive Management

Team and the Risk Management Committee.

The Internal Audit reports produced

consider the extent to which systems of

internal control and risk management are

designed, operate effectively, manage or

mitigate key risks, and safeguard assets or

limit liabilities.

The IA role and the scope of its work

are regularly reviewed to ensure it

remains independent, fit for purpose and

addresses business changes and regulatory

requirements. The formal Audit Charter is

reviewed for approval by the Committee

annually. This year the IA team completed its

planned number of audits, with audit report

grades showing a year on year improvement.

AccountsStrategic report Governance

074 – Wincanton plc Annual report and accounts 2022

Audit Committee report continued

Internal Audit Function continued

The Committee noted how greater

collaboration between the IA team and the

wider business, along with the IA team’s

approach and assistance whilst performing

fieldwork had resulted in faster resolution of

issues and positive feedback from the business.

The Internal Audit plan has been developed

alongside the risk management process

each audit mapped into the relevant Group.

Risk register includes reviews of key risks,

cyclical audits of basic areas of process and

site control environment reviews. In addition

there is a specific plan for financial and non-

financial reviews of commercial contracts.

The IA plan includes contingency time to

allow for investigation of emerging risks.

Internal Audit Effectiveness Evaluation

The UK Corporate Governance Code and

the Institute of Internal Auditors call for a

regular quality assessment of the IA function.

Wincanton assesses effectiveness annually,

this year by questionnaire completed by

the Committee, members of the Board, the

EMT and managers of those areas that had

been audited during the year. Very positive

results were returned regarding the skill

and consultative approach of the IA team,

and noting their clear communication and

reporting. Areas to develop in the coming

year include increasing the awareness

throughout the business of IA’s role as

the third line of defence, and the use of

technologies to increase efficiency.

The Head of Internal Audit left the Company

in February 2022 to take up a position

with another company, and pending the

recruitment of a permanent replacement

there has been an Interim Head of Internal

Audit in place. The team has also recently

been supplemented by an additional

member to focus primarily on the audit of

commercial contracts.

External Auditor

External Auditor Effectiveness and

Independence Evaluation

The Audit Committee evaluates the

effectiveness and independence of the

External Auditor and its audit process

annually in respect of performance and

conduct, taking into consideration relevant

UK professional and regulatory requirements.

As reported in our Annual Report and

Accounts for 2021, this year was the first

evaluation of BDO as Wincanton’s statutory

auditor, following their appointment in 2020.

The evaluation process included:

– an effectiveness questionnaire open to

all members of the Audit Committee, all

other members of the Board, the Company

Secretary and the Group Financial Controller

– feedback was sought on the year

end process and scope of the audit,

communication between respective

teams, evidence of independence,

challenge and insight and the auditor’s

commitment to audit quality

– the review of feedback from the central

Finance team directly involved in the

external audit for year ending March 2021

– an effectiveness discussion as scheduled

annually at the Audit Committee.

Whilst the results made reference as

expected to this being the Auditor’s first

full year, the new engagement team and

unfamiliarity both with the Company and

its working practices, the Committee

were satisfied that the External Auditor is

independent, objective and was effective

inthe external audit process.

The Audit Committee has considered the

latest Financial Reporting Council (FRC)’s

Audit Quality Inspection and Supervision

report on BDO for the 2020/21 period which

included the FRC’s findings on a sample

of BDO audits inspected and firm-wide

procedures, in line with recommended

governance practice for Audit Committees.

The Audit Committee have discussed the

findings with the BDO engagement partner

and was provided with an overview of actions

already undertaken in response to the FRC

report. BDO has publicly reaffirmed that

quality is its absolute priority and expressed

its confidence that the steps being taken will

result in sustained improvements.

The Committee Chair has continued their

dialogue with the External Auditor outside

of scheduled meetings in order to provide

more detailed feedback and strengthen the

service provided from the audit firm as the

engagement moves into its second year.

Auditor independence

The Committee requires the External

Auditor to give an annual confirmation of

the actions it has taken to ensure objectivity

and independence, including where non-

audit services are provided.

For the audit of these financial statements the

External Auditor has confirmed compliance

with the firm’s ethics and independence

policies, partner and staff compliance with

their ethics and independence manual,

including prohibition on holding Company

shares. BDO has assured the Group their

ethics and independence manual is fully

consistent with the professional practice rules

of the FRC, the auditor’s regulator.

Every significant new engagement

undertaken for the Company is

subject to acceptance procedures,

requiring consultation with the Senior

Statutory Auditor.

Sophia Michael has remained the Senior

Statutory Auditor since her appointment

in July 2020.

Non-audit services

The FRC Ethical Standard sets out the

permissible non-audit services that External

Auditors can perform, and BDO ensures that

any requests from the Company to provide

non-audit services, to any BDO office, are

considered in the context of the Company’s

policy and the FRC’s ethical standards.

The Company’s Non-audit Services Policy is

intended to put in place appropriate controls

for the approval and engagement of any

non-audit assignments according to the

nature and value of the work, to safeguard

audit objectivity and independence.

Ratio of audit to non-audit work

as at 31 March (£m)

Audit fees: 2022 – 0.59

2021 – 0.5

Non-audit fees: 2022 – 0.08

2021 – 0.1

8888++1212++LL

8080++2020++II

Non-audit fees solely represent the External

Auditor’s review of the half year financial

statement. The level of non-audit fees and

the ratio to audit fees is not considered to

give rise to any impairment of the auditor’s

independence or objectivity.

Full disclosure of audit and non-audit fees

paid in the year ended 31 March 2022 are

set out in Note 4 ‘Operating profit’ to the

financial statements on page 120.

Audit Committee consideration

of the fair, balanced and

understandable statement

This Annual Report and Accounts is subject

to a verification process undertaken by

section contributors and independent

reviewers, and, at the request of the Board,

an overall review by the Audit Committee.

In conjunction with these verifications and

considering its own discussions during the

year, the Committee forms an opinion on

whether the Annual Reports and Accounts

as a whole is consistent and balanced. The

Committee then recommends approval of

the Report to the Board.

The statement of Directors’ responsibilities

can be found on page 95.

Wincanton plc Annual report and accounts 2022 – 075

Directors’ remuneration report

The Committee seeks to ensure a clear link between

Executive Directors’ pay, the delivery of Group

strategy and enhancement of shareholder value.

Gill Barr

Remuneration Committee Chair

Dear shareholder

I am pleased to present the Remuneration

Committee (the Committee) report for

the financial year ended 31 March 2022

onbehalf of the Board.

Remuneration and its

strategic context

The Committee seeks to ensure a clear

link between Executive Directors’ pay, the

delivery of Group strategy and enhancement

of shareholder value.

Wincanton remains committed in its chosen

markets to driving growth throughout the

business through innovation and adopting

new technologies. Despite the challenging

economic environment created by the driver

shortages and the continued economic

impact of Covid-19, Wincanton continues

towin in the market with a relentless focus

on the delivery of our strategy.

Outturns for the year

Wincanton has had a successful year,

despite the continuing problems arising

from Covid-19 and supply chain disruption.

Growth in underlying profit before tax

increased by 23.1% to £58.1m in the year

ended 31 March 2022 which also represents

significant growth on the pre-pandemic

profit before tax level of £52.8m in the

yearending 31 March 2020.

During the year, encouraging progress

hasbeen made in delivering against

our strategic objectives, including the

considerable strengthening of our

capabilities in eFulfilment through the

opening of our state of the art automated

eFulfilment facility in Rockingham and

ouracquisition of Cygnia.

I would like to congratulate our colleagues

for their role in driving another successful

year for the Company and thank them for

their continued diligence and commitment.

Annual Bonus awards for the year were

based 75% on underlying profit before tax

and 25% on the achievement of strategic

objectives. In light of the acquisition of

Cygnia, the underlying profit before tax

targets were increased from those set at

the start of the year in order to ensure the

targets were no easier to satisfy than those

set at the start of the year. Performance

against these targets resulted in an Annual

Bonus outcome of 66% for James Wroath.

Remuneration

Committeereport

The Remuneration Committee’s report set out on pages 75 to 91 provides detailed

explanation of its delegated responsibilities and its work during the year. The Company’s

remuneration structure has been designed to support strategy as well as promote long

term sustainable success.

Contents

Page

Committee Chair introduction 75

At a glance – outturn and Policy Implementation 80

Report on Remuneration 82

Directors’ Remuneration Policy – A Summary 89

Committee membership

Member Role Status Appointment date

Gill Barr Committee Chair Independent September 2017

Debbie Lentz NED Independent June 2019

Dr. Martin Read CBE Chairman Independent August 2018

The table above shows the Remuneration Committee membership as at 31 March 2022,

the role and independence of the members and the date of their appointment to the

Committee. Appointments to the Committee are made for a term of three years and may

be renewed for a further two terms. Attendance for all Board and Committee meetings is

set out on page 61.

AccountsStrategic report Governance

076 – Wincanton plc Annual report and accounts 2022

Remuneration Committee report continued

Salary review

During the year, the Committee undertook a review of James Wroath’s salary as

part of our annual review cycle, taking into account a wide range of factors including

both individual and Group performance. As part of this, we engaged with our largest

shareholders, covering approximately 72% of our shareholder base, who were supportive

of the proposed salary adjustment based on the following rationale:

– on appointment, James’ salary was set below the level of his predecessor reflecting

that this was his first CEO role. In line with best practice, his pension was set at the wider

workforce rate

– James has now been in the role for two and a half years, and has become an established

CEO with a strong track record at Wincanton. Over this period, he has successfully led

Wincanton’s sustained success and progress, including navigating challenging external

headwinds such as Covid-19 and pressures on the global supply chain

– he has overseen a period of significant growth, both organically and through

acquisitions, which is reflected in the value that has been delivered to our shareholders.

In his time since appointment Wincanton has achieved total shareholder returns of

c.80% compared to a return of c.37% in the FTSE SmallCap over the same period.

– we consider that he has a high level of marketability, particularly in light of his

experience working in both the UK and the US.

While benchmarking was not the primary driver of the decision, in considering the

appropriateness of this adjustment the Committee reviewed FTSE SmallCap market data

which took into account market capitalisation, revenue and headcount. The adjustment we

are making positions our CEO around median against this FTSE SmallCap group, which the

Committee considers to be appropriate based on the size and complexity of the Company.

Following consultation, the Committee determined that a salary adjustment, representing

a 15% salary adjustment plus the 4% wider workforce salary increase, should be made.

FY22 salary

Wider

workforce salary

increase

Additional

salary

adjustment

FY23 salary

(effective

1 July 2022)

James Wroath £433,500 4.0% 15.0% £515,865

While the Committee is aware of and recognises sensitivities around salary increases, we

believe the adjustment is strongly in the interests of Wincanton for the reasons outlined

above. The salary adjustment is intended to be one-off in nature based on the context

setout above.

I was pleased with the strong support for our proposal from the shareholders we

consulted with. I continue to be delighted with the recognition of the performance and

high calibre of our management team, and I would like to thank all shareholders for taking

the time to engage and for the feedback provided.

Incentives for FY23

There are no significant changes to the

overall incentive framework for FY23.

Wincanton is a people-powered business,

employing around 20,000 people across

the UK, and our workforce values are a key

part of supporting our success. For FY23,

aquantitative diversity and inclusion metric

has been added, reflecting our values as a

company that aspires and works proactively

to achieve a diverse workforce across all

levels of our business. The Annual Bonus

measures will therefore be based 70%

on underlying profit before tax, 5% on a

quantitative diversity and inclusion metric

and 25% on other strategic objectives.

The maximum Annual Bonus opportunity

will remain at 100% of salary for the CEO.

The 2022 LTIP Award levels will remain

unchanged at 150% of salary for the CEO.

Performance measures will continue to be

based 50% EPS and 50% on relative TSR.

In the forthcoming year, we will be

conducting a review of our Remuneration

Policy as part of the normal three year

cycle in which further consideration

will be given to the operation of the

remuneration framework, including a review

of the performance measures used in the

incentives. We anticipate that this review

will include further consideration of the way

in which our sustainability agenda links to

our incentive framework.

Remuneration arrangements for

former CFO

As announced on 16 November 2021, Tim

Lawlor stepped down as a Director and

Chief Financial Officer of the Company

on 28 February 2022 and continued to be

employed by the Company until 18 March

2022. In line with the approved Directors’

Remuneration Policy, Tim Lawlor did not

receive an Annual Bonus for FY22 and all

unvested awards under the Deferred Annual

Bonus and Long Term Incentive Plan lapsed

in full. No payment in lieu of notice was

made. Further details of Tim Lawlor’s leaving

arrangements can be found on page 85.

Resolutions proposed at the AGM

The Annual Report on Remuneration will be

presented to shareholders for an advisory

vote at the forthcoming AGM.

I hope that our shareholders will continue

tosupport the decisions we have made.

Gill Barr

Remuneration Committee Chair

19 May 2022

Outturns for the year continued

Tim Lawlor stepped down from the Board

on 28 February 2022 and as aresult, was not

eligible to receive an Annual Bonus for FY22.

LTIP awards vesting in the year were based

60% on EPS growth and 40% on TSR

performance relative to the FTSE All-Share

Index (excluding investment trusts).

EPSgrowth in the period was 6.8%p.a.

and TSR outperformance of the Index

was 12.4%p.a., resulting in overall vesting

of61.8% of maximum.

We considered the amounts carefully in the

context of the Group’s performance, and

the current environment, and determined

that the amounts were a fair reflection of

performance in this past financial year.

Wincanton plc Annual report and accounts 2022 – 077

Consideration of wider workforce

pay and conditions

Wincanton is a people-powered business,

with dedicated teams at the heart of the

service we aim to deliver to our customers.

We are therefore committed to ensuring the

pay and conditions of our workforce allow

our colleagues to achieve their full potential

and provide a great customer experience.

Remuneration below the Board

– Salary levels are set in line with market

requirements and the workforce salary

environment is taken into consideration

when reviewing salary increases for EDs

and the EMT.

– All employees are eligible to participate

inthe Wincanton plc Pension Scheme.

– The Company provides a range of benefits

for employees. These are accessed online

through a benefits and communication

platform that also keeps colleagues

updated with Company information.

– Strong individual, business line and

Company performance is incentivised

and recognised through our Annual

Bonus schemes and, for our most senior

employees, the LTIP.

– Recognition of great performance and

outstanding achievements through

our new Company-wide, peer to peer

recognition platform ‘A Little Thank You’,

alongside our ‘Wincanton Way’ and ‘Driver

of the Year’ awards. The Driver of the Year

competition is a highly celebrated annual

event that recognises the very best skill,

talent, professionalism and knowledge

from drivers across the business. We did

not hold the Driver of the Year event last

year but it will be back in 2022.

– Employee ownership in the Company

and alignment with the delivery of the

Group strategy is encouraged through

participation in the Share Incentive

Plan (SIP).

Workforce engagement

Under the leadership of the Senior

Independent Director, a process is in place to

engage with all employees through a series

of site based meetings to ensure employee

opinion is considered in informing Board

decision-making. These meetings provide

the opportunity to inform the attendees

on matters considered of interest to them

including board strategy, remuneration

strategy, diversity and inclusivity, corporate

values and communication. During the

year we held a mixture of face to face and

Teamssessions.

We have a number of initiatives in place to

allow us to listen to the views of our staff

and act upon them to ensure Wincanton

isagreat place to work.

These include:

– listening group meetings with all major

employee stakeholders and steering

groups for other key colleagues including

general managers and drivers, in addition

to our regular departmental and Group-

wide meetings

– the EMT hosts regular business

briefings to update managers on the

Group’s business performance and

new innovations, as well as providing

opportunities for managers to raise

questions through our Q&A sessions

– regular PULSE engagement surveys.

Please refer to page 64 for details of how we

have responded to points raised from these

engagement sessions.

The continuing impact of Covid-19

– We have continued with many of the

initiatives we started through the

early stages of the pandemic, such as

our wellbeing initiatives, including the

development of iSmile, an app that

enables us to communicate directly

withcolleagues.

– We have developed a number of training

programmes over the past year to support

our colleagues on wellbeing issues.

Not all about pay

We are committed to making Wincanton

agreat place to work where our employees

feel safe, appreciated and engaged. We

foster and embrace employee diversity and

inclusion and encourage our people to live

our values. We work hard to ensure that

employees of all backgrounds, genders

and ethnicities are valued equally and are

offered the same opportunities within an

inclusive workplace. We have continued our

support to the CBI Change the Race: Ratio

toshow our corporate commitment.

At Wincanton, we place great importance

on providing development opportunities

for all our employees to build their

careers. Employees are able to enhance

their skills through a portfolio of

training and development opportunities

including apprenticeship, graduate and

leadershipprogrammes.

Pay ratio

The CEO pay ratio table shows the ratio of pay between the CEO of Wincanton and

Wincanton’s UK employees. The ratio compares the total remuneration of the CEO against

the total remuneration of the median UK employee and those who sit at the 25th and 75th

percentiles.

Year Method 25th percentile pay ratio Median pay ratio 75th percentile pay ratio

2020 Option B 63:1 49:1 41:1

2021 Option B 38:1 32:1 22:1

2022 Option B 57:1 47:1 35:1

Employees 25th percentile pay Median pay 75th percentile pay

Salary £19,603 £23,763 £30,726

Total pay and benefits £20,214 £24,567 £32,586

Wincanton’s CEO pay ratios have been calculated using Option B, based on the availability

of data at the time the Annual Report was published. This uses the most recent gender pay

data to identify the three employees that represent our 25th, 50th and 75th percentile

employees. The total remuneration for these individuals has then been calculated based

on all components of pay for 2021/22, including base salary, performance-based pay,

pension and benefits. The Committee considers that this provides an outcome that

isrepresentative of the employees at these pay levels.

Where an identified employee was part-time, their figures have been converted to a

full-time equivalent. No other adjustments were necessary and no elements of employee

remuneration have been excluded from the pay ratio calculation.

The date by reference to which the Company determined the 25th, 50th and 75th

percentile employees was 31 March 2022.

The year-on-year increase in the pay ratio reflects both that in 2021 the CEO had a

proportion of total remuneration paid impacted by the pandemic, and that in 2022 the

CEO has a greater amount of performance pay. This has meant the ratios have moved

back toward the level of 2020, with some improvement. The Committee believes that

the median pay ratio is consistent with the remuneration policies of the Company,

and consider wider workforce pay and conditions in determining CEO remuneration

asoutlinedat the top of this page.

AccountsStrategic report Governance

078 – Wincanton plc Annual report and accounts 2022

Remuneration Committee report continued

Consideration of wider workforce pay and conditions continued

Gender pay

Mean Median

Hourly rate of pay 2021/22: 6% (2020/21: 10%) 2021/22: 9% (2020/21: 10%)

Bonus pay 2021/22: 51% (2020/21: (21%)) 2021/22: 32% (2020/21: (8%))

This year our mean and median gender

paygaps of 6% and 9% respectively show

year on year improvement across both

measures. The median gender pay gap is

lower than the national figure published

bytheOffice for National Statistics,

inOctober 2021, of 15.4%.

The proportion of women in the upper two

quartiles of pay has also improved year on

year while we have seen a stabilisation of

theproportion in the lower two quartiles.

The bonus pay gap has widened in

comparison to 2020/21 with the mean gap

at 51% and the median bonus gap at 32%.

The proportion of the employee population

receiving a bonus has though increased

for both males and females, although no

management bonus was paid in the period

under review due to the pandemic.

Diversity and Inclusion

As a people-driven business, Wincanton

places particular emphasis on developing

adiverse and inclusive culture.

Wincanton was proud to support National

Inclusion Week this year at our customer

focused ‘It’s All About Inclusion’ Conference

on 30 September, at the WEB, our state

of the art eFulfilment centre. The event

was host to speakers from organisations

including HS2, Nestlé and B&Q and themes

such as disability, inclusive procurement

and inclusive leadership were discussed

alongside workshops focusing on race,

mental health and women in logistics.

For more information on how we are

leading the way on Diversity and Inclusion

see page 33.

Key Committee activities

in the year

Pay and reporting

– Consider exit arrangements for the

outgoing CFO.

– Consider pay recommendations for the

CEO and Executive Management Team.

– Approve incentive outcomes for Executive

Directors and Executive Management

Team, including the consideration of

impact of the Cygnia acquisition.

– Consider incentive grants to Executive

Directors and other senior management,

including performance measures

and targets.

– Monitor performance for unvested

LTIP awards.

– Approve vested share awards and leaver

treatment.

– Review all employee reward.

Governance, reporting, stakeholders

– Review of Executive Director

remuneration arrangements against

governance changes and good practice.

– Consider the Group HR strategy and

compliance with Policy.

– Approval of remuneration reporting.

– Annual review of Committee’s terms

ofreference.

– Shareholder consultation.

Committee responsibilities

andcomposition

The Committee is responsible for ensuring

that the remuneration of Directors

and senior management supports the

delivery of the strategic goals of the

Group without encouraging undesirable

risk-taking behaviour. This is achieved

through the Committee approving all

aspects of Executive Director and Executive

Management Team remuneration, and

monitoring pay arrangements for the

widerworkforce.

The terms of reference set out the full

responsibilities of the Committee, and

are available on the Group’s website at

www.wincanton.co.uk

The Committee comprises three members

including Gill Barr as Committee Chair,

Dr. Martin Read CBE, and Debbie Lentz.

All Committee members have been

on the Committee throughout the

reporting period.

There were five Committee meetings held

during the year.

During the year, all members of the

Committee were independent Non-

executive Directors, and were selected to

represent a broad range of backgrounds and

experience to provide balance and diversity.

The Chief Executive Officer, Chief Financial

Officer and Chief People Officer may attend

the Committee’s meetings by invitation to

provide advice and assistance on specific

matters. The Company Secretary acts as

Secretary to the Committee. No attendee

is present when their own remuneration is

being discussed.

Further details of Committee membership

and attendance at meetings are shown in the

Corporate Governance report on page 61.

Wincanton plc Annual report and accounts 2022 – 079

UK Corporate Governance Code: Provision 40

When considering the proposed operation of the Remuneration Policy for FY23, the Committee was mindful of the following factors set out

in the Code:

Clarity The Committee welcomes open and frequent dialogue with shareholders on the approach to remuneration. During the

year, the Committee consulted with major shareholders in relation to the CEO FY23 salary.

We refreshed and simplified our approach to remuneration disclosure in 2019.

Simplicity Our remuneration arrangements for Executive Directors, as well as those throughout the organisation, are simple

innature and well understood by both participants and shareholders.

Risk The Committee considers that the structure of incentive arrangements does not encourage inappropriate risk-taking.

Under the Annual Bonus and LTIP, discretion may be applied where formulaic outturns are not considered reflective

ofunderlying Company or individual performance.

Annual Bonus deferral, the LTIP holding period and our shareholding requirement, including post-cessation shareholding

requirement, provide a clear link to the ongoing performance of the business and the experience of our shareholders.

Malus and clawback provisions apply to both the Annual Bonus and LTIP.

Predictability Our Remuneration Policy contains details of threshold, target and maximum opportunity levels under our Annual Bonus

and LTIP, with actual outcomes dependent on performance achieved against predetermined measures and target ranges.

This is illustrated by the scenario charts included within the approved Remuneration Policy.

Discretion provisions under the Annual Bonus and LTIP allow the Committee to adjust the formulaic outcomes where

considered appropriate, including where the outcome is not considered appropriate in the context of circumstances

thatwere unexpected or unforeseen at the start of the relevant period.

Proportionality The Committee’s ability to apply discretion ensures appropriate outturns in the context of long term Company performance.

The rebalancing of the incentive package to the long term, the holdings periods, and the strengthening of our bonus deferral

all provide greater alignment between Executive Directors’ remuneration outcomes and long term Company performance.

Our performance measures and target ranges under the Annual Bonus and LTIP are aligned to Company strategy.

Alignment

to culture

Wincanton is a people-powered business, with dedicated teams at the heart of the service we aim to deliver to our

customers. Consideration of the pay and conditions of our workforce is therefore an important perspective for

considering executive pay.

All employees are entitled to participate in the pension scheme. The pension level for the CEO and new Executive

Director appointments has been set at the rate provided to the wider workforce. Strong individual, business line and

Company performance is incentivised and recognised through our Annual Bonus schemes and, for our most senior

employees, the LTIP.

AccountsStrategic report Governance

080 – Wincanton plc Annual report and accounts 2022

Index +12.4%

6.8% p.a. growth

TSR 40%

TSR in line

with index

TSR equal to

index +10% p.a.

100%

6% p.a.

growth

11% p.a.

growth

36.3%

EPS 60%

Minimum vesting

Maximum vesting

(Full vesting)

Outturn

Wincanton outturn

Remuneration Committee report continued

‘At a glance’ – Year ended 31 March 2022 outturns

Element Year ended 31 March 2022 outturn

Salary Salaries effective 1 July 2021:

CEO £433,500

CFO £341,700

Pension and

benefits

– Pension contribution of 4% of salary for the CEO, James Wroath and 15% of salary for the former CFO, Tim Lawlor.

– Benefits provided in line with approved policy.

Annual Bonus For the year ended 31 March 2022, the maximum bonus opportunity was 100% of salary for the CEO.

Profit before tax (75%): Strategic objectives and achievements (25%):

Underlying PBT

£m Achievement

Threshold 55.2

Strategic objectives CEO: 10%/25%

Target 56.7

Maximum 59.5

Actual 58.1

– CEO outturn: 66%.

– 50% of the bonus above 50% of the maximum will be deferred into shares (£34,718 for the CEO).

– No Annual Bonus was payable to the former CFO.

LTIP

Total vesting: 61.8% of maximum

Single total figure

of remuneration

James Wroath (CEO) Tim Lawlor (Former CFO)

Year ended Year ended Year ended Year ended

£’000 31 March 2022 31 March 2021 31 March 2022 31 March 2021

Salary 431 404 337 300

Pension & benefits 42 38 63 62

Relocation benefits 26 85 – –

Annual Bonus 286 250 – 223

LTIP 371 – – 177

Total 1,156 777 400 762

Wincanton plc Annual report and accounts 2022 – 081

‘At a glance’ – Implementation for the year ended 31 March 2023

Element Summary of implementation for the year ended 31 March 2023

Salary – Salary adjustment of 15% plus the 4% wider workforce salary increase for the CEO implemented with effect from 1

July 2022.

Salary from 1 July 2022 Increase

James Wroath £515,865 15% + 4%

Pension and

benefits

– Pension contribution of 4% of salary for James Wroath, in line with the wider workforce.

– Benefits include company car or car allowance and private medical insurance.

Annual Bonus

– Maximum opportunities:

•

CEO: 100% of salary

•

for FY23, an equality, diversity and inclusion metric has been added.

– The Annual Bonus measures will therefore be based 70% on underlying profit before tax, 5% on a diversity and inclusion

target and 25% on other on strategic objectives.

– In line with the Policy, 50% of any bonus earned above 50% of maximum will be deferred into Company shares for

two years.

– The Committee retains the ability to operate discretion to override the formulaic bonus outcome where it is not

reflective of underlying Company performance.

– Malus and clawback provisions apply.

LTIP The LTIP award for 2022 will continue with targets based on EPS and TSR.

Weighting

Threshold Vesting

(25% of maximum) Maximum Vesting

Relative TSR vs. FTSE All-Share

excluding investment trusts 50% Median Upper quartile or above

EPS 50% 5% p.a. growth 10% p.a. growth

– Maximum opportunities:

•

CEO: 150% of salary.

– Awards vesting will be subject to a two year post-vesting holding period.

– Malus and clawback provisions apply.

Shareholding

requirements

– CEO: 200% of salary.

– Executive Directors are required to hold full incumbent shareholding requirement (or actual shareholding on departure

iflower) for one year post-departure.

– This requirement applies to shares acquired from incentives vesting from the adoption of the revised policy.

The following pages 82 to 86 provide details of how Wincanton’s Remuneration Policy was implemented during the financial year ending

31March 2022 and how it will be implemented in FY23.

AccountsStrategic report Governance

082 – Wincanton plc Annual report and accounts 2022

Remuneration Committee report continued

Remuneration Report

Single total figure of remuneration – Executive Directors (audited)

The following audited table sets out the single total figure of remuneration for Executive Directors for the years ended 31 March 2022 and

31March 2021.

James Wroath Tim Lawlor

31 March 31 March 31 March 31 March

2022 2021 2022 2021

£’000 £’000 £’000 £’000

Salary 431 404 337 300

Relocation benefits

26 85 – –

Taxable benefits 25 26 14 17

Pension-related benefits 17 12 49 45

Total fixed pay 499 527 400 362

Annual Bonus 286 250 – 223

LTIP

371 – – 177

Total variable pay 657 250 – 400

Total 1,156 777 400 762

1 Tim Lawlor stepped down from the Board on 28 February 2022 and left the Group on 18 March 2022. The figures above include remuneration paid to

18March 2022.

2 James Wroath remained subject to both UK and US tax during FY21 and due to timing differences between UK and US tax years an additional gross up

benefit of £84,728.50 arose in respect of the US tax liabilities. This benefit may reverse in future years.

3 James Wroath 2019 LTIP is due to vest on 2 September 2022. The value included in the single figure for the year ended 31 March 2022 follows the regulation

methodology which prescribes that it should be an estimate based on the average share price over the last quarter of FY22 (£3.65). Using this methodology,

£141,348 of the value, for James Wroath was due to share price growth. For the year ended 31 March 2021, the LTIP figure for Tim Lawlor has been updated

for the actual share price on the date of vesting of the 2018 LTIP (£4.11). Tim Lawlor’s 2019 LTIP lapsed upon his cessation of employment at Wincanton.

Salaries

Following strong support received from shareholders during consultation, the Committee determined that a salary adjustment, representing

a15% salary adjustment plus the wider workforce salary increase, should be applied to James Wroath, reflecting:

– on appointment, James’ salary was set below the level of his predecessor reflecting that this was his first CEO role. In line with best practice,

his pension was set at the wider workforce rate

– James has now been in the role for two and a half years, and has become an established CEO with a strong track record at Wincanton.

Overthis period, he has successfully led Wincanton’s sustained success and progress, including navigating challenging external headwinds

such asCovid-19 and pressures on the global supply chain

– he has overseen a period of significant growth, both organically and through acquisitions, which is reflected in the value that has been

delivered to our shareholders. In his time since appointment, Wincanton has achieved total shareholder returns of c.80% compared to

areturn of c.37% in the FTSE SmallCap over the same period

– we consider that he has a high level of marketability, particularly in light of his experience working in both the UK and the US.

While benchmarking was not the primary driver of the decision, in considering the appropriateness of this adjustment the Committee

reviewed FTSE SmallCap market data which took into account market capitalisation, revenue and headcount. The adjustment made positions

the CEO around median against this FTSE SmallCap group, which the Committee considers to be appropriate based on the size and complexity

of the Company.

Salary during Salary Salary from

2021/22 Increase 1 July 2022

James Wroath £433,500

4% + 15%

salary

adjustment £515,865

Taxable benefits and pension-related benefits

Benefits include a company car benefit, healthcare and, for James Wroath for FY22 only, US tax advice support related to his relocation.

Thetax advice support provided was £25,729 on a gross basis. The value of the company car allowance provided during the year was £25,000

for James Wroath, a portion of which was used to participate in Wincanton’s company car scheme under which he was provided with a fully

electric vehicle as part of Wincanton’s net zero initiative.

The Company contributes to the pension scheme on behalf of Executive Directors, and provides a salary supplement in lieu of such

contributions where the value exceeds the HMRC annual allowance. During the year, the Company paid a contribution equivalent to 4%

ofsalary for James Wroath. This is aligned to the pension available to the wider workforce.

Wincanton plc Annual report and accounts 2022 – 083

Incentive outturns

Year ended 31 March 2022 Annual Bonus

For FY22, James Wroath had a maximum bonus opportunity of 100% of salary. The performance measures were underlying profit before tax

(PBT) and delivery of strategic objectives and achievements as detailed below.

The underlying profit before tax and cash flow targets were adjusted from those set at the start of the year to reflect the acquisition of Cygnia

to ensure the targets were no easier to satisfy.

Underlying PBT performance (75% of Annual Bonus):

Threshold Target Maximum Actual

Underlying PBT target £55.2m £56.7m £59.5m £58.1m

Proportion of maximum payable 25% 50% 100% 75%

Strategic objectives and achievements for James Wroath (25% of Annual Bonus):

Objective Weighting Target Achievement Outcome

Health and Safety 5% Ensure a Lost Time Frequency Rate of 0.37 or below LTIFR of 0.33 5%

Net wins 15%

Annualised net sales wins of £75m, with no dilution

tothe Group margin Net sales wins lower than £75m 0%

Cash flow 5% Deliver an average net debt of £70m for FY22 Average net debt lower than £40m 5%

Total (maximum 25%) 25% 10%

Following consideration of the above, the Committee awarded Annual Bonuses as follows:

Objective Weighting James Wroath

Underlying PBT outturn (% of bonus) 75% 56%

Strategic objectives outturn (% of bonus) 25% 10%

Overall outturn (% of opportunity) 66%

The Committee considered the amounts carefully in the context of the Group’s performance, and current environment, and determined

that the amounts were a fair reflection of performance in the past financial year. The approach aligns with that taken for the wider

managementpopulation.

In line with the Remuneration Policy, 50% of the bonus above 50% of the normal maximum will be deferred into shares (£34,718 for the CEO).

Tim Lawlor stepped down from the Board on 28 February 2022 and was not eligible to receive an Annual Bonus for FY22.

2019 LTIP

In September 2019, a Long Term Incentive Plan (LTIP) award of 87.5% of salary was granted to James Wroath, based on underlying EPS growth

performance and relative TSR performance vs. the FTSE All-Share Index (excluding investment trusts).

The performance targets and actual performance are shown in the table below:

Threshold (25% of Vesting

Measure maximum vesting) Maximum Actual performance achieved (% of maximum)

Underlying EPS growth (60%) 6% p.a. growth 11% p.a. growth 6.8% p.a. growth 36.3%

Relative TSR (40%)

TSR equal to index TSR equal to index +10% p.a

TSR equal to Index +12.4%

p.a. 100%

Total LTIP vesting 61.8%

The 2019 LTIP award granted to Tim Lawlor lapsed.

Scheme interests awarded in the year ended 31 March 2022 (audited)

LTIP awards made in the year ended 31 March 2022

LTIP awards of 150% and 100% of salary were made to James Wroath and Tim Lawlor respectively during the year, as set out below.

Date of award

price

No. of nil cost options

granted under the LTIP Face value of award (£)

Percentage vesting at

threshold performance

Performance period

end date

James Wroath 30 July 2021 £4.16 156,186 650,249 25% 31 March 2024

Former CFO

Tim Lawlor

30 July 2021 £4.16 82,074 341,699 25% 31 March 2024

1 Average share price over the three business days preceding the date of grant.

2 The award made under the 2021 LTIP to Tim Lawlor lapsed in full.

The awards are subject to 50% based on relative TSR performance vs. the FTSE All-Share Index (excluding investment trusts), with 25% vesting

at median and 100% vesting at upper quartile. The remaining 50% is based on basic underlying EPS, measured on point to point growth.

Threshold vesting for EPS is 5% growth per annum and maximum is 10%.

AccountsStrategic report Governance

084 – Wincanton plc Annual report and accounts 2022

Remuneration Committee report continued

Deferred Annual Bonus Awards

In line with the Remuneration Policy, 50% of the FY21 bonus above 50% of maximum was deferred into shares, as set out below.

Date of award

price

No. of nil cost options

granted under the LTIP Face value of award (£) Vesting date

James Wroath 30 July 2021 £4.16 4,542 18,910 30 July 2023

Former CFO

Tim Lawlor

30 July 2021 £4.16 4,050 16,861 30 July 2023

1 Average share price over the three business days preceding the date of grant.

2 The award to Tim Lawlor lapsed in full.

Incentive framework for FY23

Annual Bonus

For FY23, the maximum bonus opportunity will be 100% of salary for James Wroath, in line with the approved Remuneration Policy. 50%

ofany bonus paid above 50% of maximum will be deferred into shares for two years.

For FY23, a diversity and inclusion metric has been added, reflecting our values as a company that aspires and works proactively to achieve a

diverse workforce across all levels of our business. The Annual Bonus measures will therefore be based 70% on underlying profit before tax,

5% on a quantitative diversity and inclusion metric and 25% on other strategic objectives. Actual targets are considered commercially sensitive

and therefore will be disclosed retrospectively.

LTIP

It is intended that an LTIP award of 150% will be made to James Wroath. The performance targets are set out below:

Threshold

Weighting (25% of max) Maximum

Relative TSR vs. FTSE All-Share excluding investment trusts 50% Median Upper quartile or above

EPS 50% 5% EPS growth p.a. 10% EPS growth p.a.

In line with the approved Remuneration Policy, a two year holding period will apply to awards post-vesting.

Single total figure of remuneration – Non-executive Directors (audited)

The following table sets out the single total figure of remuneration for Non-executive Directors for the years ended 31 March 2022 and

31March 2021.

Fees

£’000 2022 2021

Gill Barr 59 55

Anthony Bickerstaff

59 28

Mihiri Jayaweera 49 45

Debbie Lentz 49 46

Stewart Oades 59 55

Dr. Martin Read CBE 193 180

1 Anthony Bickerstaff joined the Board on 1 September 2020.

Fees

The base fee paid to the Non-executive Directors have been reviewed and increased by 4% in line with the wider workforce with effect from

1July 2022.

Fee from Fee from

Role 1 July 2021 1 July 2022

Chairman fee £193,800 £201,552

Non-executive Director base fee £48,960 £50,918

Additional Senior Independent Director fee £10,200 £10,608

Additional Remuneration/Audit Committee Chairman fee £10,200 £10,608

Wincanton plc Annual report and accounts 2022 – 085

Payments to past Directors (audited)

There have been no payments to past Directors.

Payments for loss of office (audited)

As announced on 16 November 2021, Tim Lawlor stepped down as a Director and Chief Financial Officer of the Company on 28 February 2022

and continued to be employed by Wincanton until 18 March 2022. Mr Lawlor continued to receive his contractual salary, pension and benefits

until 18 March 2022, the value of which has been included in the single figure table. He also received payment in respect of accrued holiday

entitlement (less all necessary deductions).

As a leaver due to resignation, Mr Lawlor was not eligible to receive a Bonus for the financial year ending 31 March 2022. Unvested Deferred

Annual Bonus awards (relating to the FY20 and FY21 bonus) and unvested awards under the LTIP (2019, 2020 and 2021 LTIP) lapsed in full.

He will be subject to a post-cessation shareholding requirement, where he will be required to hold 61,113 shares for a one year period until

18March 2023, relating to LTIPs vesting following introduction of the post-cessation shareholding requirement on 1 April 2020.

No payments in lieu of notice were made.

Share ownership and share interests (audited)

Executive Directors are subject to shareholding requirements. James Wroath is required to accrue and then maintain a holding of shares

withavalue of 200% of salary respectively within five years of appointment, as assessed by the Committee from time to time.

At 31 March 2022, James Wroath held shares to the value of £117,116 representing 27% of salary.

Post-cessation shareholding policy

Departing Executive Directors will normally be required to hold Company shares for a period of time following cessation of their roles as

Executive Director. The policy took effect from 1 April 2020 and will apply to shares delivered or acquired from Annual Bonus deferral and

LTIPvesting from this date.

Under this policy:

– Executive Directors will be required to hold shares to the value of 100% of their incumbent shareholding requirement (or their actual

shareholding, excluding personal investment, on cessation if lower)

– this shareholding will apply for one year post-departure

– shares no longer subject to performance conditions (e.g. deferred Annual Bonus or LTIP shares within the holding period) will count towards

the requirement on a net of tax basis

– the Committee retains discretion to operate this policy flexibly and waive part or all of the policy, for example in compassionatecircumstances

– there are systems now in place to monitor and enforce the requirement. Each Executive Director who is subject to a withholding

requirement has vested shares held within a nominee account. This account is managed by the Group’s Share Plan Administrator meaning

the shares could be withheld should the need arise.

Total share interests as at 31 March 2022

Shares Nil cost options Options

Director

Owned/vested

31 March 2022

Owned/vested

31 March 2021

Unvested and

subject to

continued

employment

Vested but

unexercised

Unvested and

subject to

performance

Vested but

unexercised

Unvested and

subject to

performance

James Wroath 30,341 10,000 4,542 – 671,642 – –

Tim Lawlor

207,006 184,147 – – – – –

Dr. Martin Read CBE 58,016 58,016 – – – – –

Gill Barr 8,000 4,000 – – – – –

Anthony Bickerstaff 8,000 4,000 – – – – –

Mihiri Jayaweera 8,000 4,000 – – – – –

Debbie Lentz 10,022 4,000 – – – – –

Stewart Oades 20,024 30,024 – – – – –

1 Tim Lawlor stepped down from the Board on 28 February 2022 and left the Group on 18 March 2022. Total share interests for Tim Lawlor are shown as at 18 March 2022.

There were no changes in the Directors’ personal holdings between 1 April 2022 and the date of this report.

AccountsStrategic report Governance

086 – Wincanton plc Annual report and accounts 2022

Remuneration Committee report continued

Share ownership and share interests (audited) continued

Share plan interests as at 31 March 2022

Date of award Vest date

Option

exercise

price

price at

date of

award

No. of

under

award as at

1 April 2021

awarded

during

the year

No. of

vested

during

the year

No. of

lapsed

during

the year

No. of

exercised

during

the year

No. of

under

award at

31 March

2022

James Wroath

LTIP 2 Sep 2019 2 Sep 2022 Nil £2.26 164,546 – – – – 164,546

LTIP 30 Jul 2020 30 Jul 2023 Nil £1.82 350,910 – – – – 350,910

LTIP 30 Jul 2021 30 Jul 2024 Nil £4.16 – 156,816 – – – 156,816

Deferred Annual

Bonus 2020 30 Jul 2020 1 March 2022 N/A £1.82 38,381 – 38,381 – – –

Deferred Annual

Bonus 2021 30 Jul 2021 30 July 2023 N/A £4.16 – 4,542 – – – 4,542

553,837 161,358 38,381 – – 676,814

Tim Lawlor

LTIP 24 Jul 2018 24 Jul 2021 Nil £2.74 113,504 – 43,131 70,373 – –

LTIP 12 Jul 2019 12 Jul 2022 Nil £2.64 119,763 – – 119,763 – –

LTIP 30 Jul 2020 30 Jul 2023 Nil £1.82 173,813 – – 173,813 – –

LTIP 30 Jul 2021 30 Jul 2024 Nil £4.16

– 82,074 – 82,074 – –

Deferred Annual

Bonus 2020 30 Jul 2020 1 March 2022 N/A £1.82 66,484 – – 66,484 – –

Deferred Annual

Bonus 2021 30 Jul 2021 30 July 2023 N/A £4.16 – 4,050 – 4,050 – –

473,564 86,124 43,131 516,557 – –

1 Three day average share price immediately preceding the date of award.

Service agreements

All Executive Directors are appointed on the basis of a 12 month rolling period, subject to election and annual re-election by the Company’s

shareholders at the AGM. Details of employment contracts for the Executive Directors are summarised in the table below:

Director

Date of appointment

to the Board Date of current contract

Notice period

(Company)

Notice period

(Director)

Unexpired term as at

31 March 2020

James Wroath 2 Sep 2019 8 May 2019 12 months 6 months Rolling 12 months

The Chairman and Non-executive Directors are appointed under letters of appointment. All Directors are subject to re-election every three

years, however all Directors currently put themselves forward for annual re-election at each AGM. Details of appointment dates and terms for

the Chairman and Non-executive Directors are summarised in the table below.

Director

Date of appointment

to the Board

Date of original letter

of appointment

Date of current letter

of appointment

Unexpired term as at

31 March 2022

Dr. Martin Read CBE 1 Aug 2018 15 Jul 2018 12 Jul 2021 28 months

Gill Barr 15 Sep 2017 12 Sep 2017 2 Sep 2020 18 months

Anthony Bickerstaff 1 Sep 2020 29 Jul 2020 29 Jul 2020 17 months

Mihiri Jayaweera 7 Apr 2020 13 Feb 2020 13 Feb 2020 12 months

Debbie Lentz 1 Jun 2019 7 Mar 2019 7 Mar 2019 2 months

Stewart Oades 1 Nov 2014 30 Oct 2014 2 Sep 2020 19 months

The Executive Directors’ service contracts and Chairman and Non-executive Directors’ letters of appointment are available for inspection

byshareholders at the Company’s registered office.

Executive Directors’ external appointments

No Executive Directors held any external directorships during the year and do not hold any at the date of this report.

Wincanton plc Annual report and accounts 2022 – 087

Performance graph and CEO remuneration table

The graph below sets out the TSR performance of the Company and of the FTSE SmallCap Index. The SmallCap is considered to be the most

appropriate comparator as the Company is a constituent of this index. The chart also shows TSR for FTSE All-Share excluding investment trusts

as this is the comparator group for measuring TSR performance under the LTIP.

Wincanton TSR vs. the FTSE SmallCap and the FTSE All-Share xIT – Value of £100 invested on 31 March 2012 (£)

700

600

500

400

300

200

100

Mar 2012 Mar 2013 Mar 2014 Mar 2015 Mar 2016 Mar 2017 Mar 2018 Mar 2019 Mar 2020 Mar 2021 Mar 2022

Wincanton FTSE All-Share xIT FTSE Small Cap

The table below sets out the total remuneration paid and the proportion vesting under Annual Bonus and LTIPs, as a percentage of the

maximum that could have been achieved in each year of the same period as set out in the graph above, for the Chief Executive Officer:

Year ended

31 March Chief Executive

Chief Executive single figure

of total remuneration

£’000

Annual Bonus outturn

(% of maximum)

LTIP vesting

(% of maximum)

2022 James Wroath 1,156 66% 62%

2021 James Wroath 777 59% n/a

2020 James Wroath

621 56% n/a

2020 Adrian Colman

554 58% 59%

2019 Adrian Colman 1,541 65% 84%

2018 Adrian Colman 1,933 56% 98%

2017 Adrian Colman 2,008 73% 100%

2016 Adrian Colman

1,653 61% 100%

2016 Eric Born

3,750 – 100%

2015 Eric Born 2,051 56% 100%

2014 Eric Born 1,264 68% 100%

2013 Eric Born 893 69% 100%

1 James Wroath was appointed on 2 September 2019, on which date Adrian Colman stepped down as CEO. These figures contain pro rated remuneration in

respect of each Director according to the period served.

2 Adrian Colman was appointed on 1 August 2015. Eric Born resigned on 31 July 2015. These figures contain pro rated remuneration in respect of each

Director according to the period served.

AccountsStrategic report Governance

088 – Wincanton plc Annual report and accounts 2022

Remuneration Committee report continued

Percentage change in remuneration of Directors and employees

The table below sets out the percentage change in salary, benefits and Annual Bonus for the Directors who served on the Board in FY21 and

FY22, compared to the change for all colleagues.

FY22 FY21

Base salary/

fees

Taxable

benefits

Annual

Bonus

Base salary/

fees

Taxable

benefits

Annual

Bonus

(% change) (% change) (% change) (% change)

(% change) (% change)

Chief Executive

7% 54% 14% –20.6% -54.1% -31.7%

Tim Lawlor 12% 6% N/A –4.8% 0% -7.9%

Gill Barr 7% – – –1.8% – –

Anthony Bickerstaff

111% – – n/a – –

Mihiri Jayaweera

9% – – n/a – –

Debbie Lentz 9% – – 17.9% – –

Stewart Oades 7% – – -1.8% – –

Dr. Martin Read CBE 7% – – -5.3% – –

Other employees

1% 14% 17% 0.4% 2.3% 11.6%

1 The CEO values for 2019/20 represent the combined remuneration for James Wroath and Adrian Colman, including remuneration paid to Adrian

Colman in respect of the period between 2 September and 31 October in which he was no longer the CEO. Taxable benefits include relocation fees paid

toJamesWroath.

2 Anthony Bickerstaff joined the Board on 1 September 2020.

3 Mihiri Jayaweera joined the Board on 7 April 2020.

4 The calculation of the average change in salary for employees excludes joiners and leavers during the year.

5 All directors volunteered a 20% reduction in salary for a three month period from 1 April 2020 as part of our response to the Covid pandemic.

Relative importance of spend on pay

The table below sets out the change in total remuneration of all employees and dividends paid to shareholders from year ended 31 March 2021

to year ended 31 March 2022, and the increase in dividends related to each of those financial years.

31 March 2022 31 March 2021 Difference

Item £m £m £m

Remuneration of all employees

707.4 632.2 75.2

Dividend 14.9 12.9 2.0

1 Includes all personnel expenses, as set out in Note 6 to the consolidated financial statements.

External advisers

During the year, external advisers attended Committee meetings upon invitation to provide advice and support to the Committee.

Deloitte LLP were appointed as advisers to the Committee on 9 January 2019 following a competitive tender process.

Deloitte LLP is a founding member of the Remuneration Consultants Group and a signatory to the Code of Conduct for Remuneration

Consultants. For more detail please refer to the website, www.remunerationconsultantsgroup.com. The Committee is comfortable that

Deloitte LLP provides objective and independent remuneration advice and has no conflicts of interest with the Group that may impair

itsindependence.

Total fees payable to Deloitte LLP for advice provided to the Committee during the year amounted to £83,850. Fees are charged on a time

andmaterials basis. Deloitte LLP also provided share scheme and taxation advice in the period.

Statement of shareholder voting

The table below sets out the Company voting outcome of the advisory resolution for approval of the Annual Report on Remuneration at the

2021 AGM and the binding resolution for approval of the Directors’ Remuneration Policy at the 2020 AGM:

Resolution Votes for % Votes against % Total votes

% of issued share

capital voted

Votes

withheld

Annual Report on Remuneration 86,603,252 98.21 1,581,730 1.79 88,184,982 70.81 50,803

Directors’ Remuneration Policy 88,034,224 96.45 3.242,796 3.55 91,277,020 73.29 68,717

The Directors’ Remuneration Report has been prepared on behalf of the Board by the Remuneration Committee in accordance with the UK

Corporate Governance Code, the Listing Rules and the Large and Medium-sized Companies and Groups (Accounts and Reports) (Amendment)

Regulations 2013.

Wincanton plc Annual report and accounts 2022 – 089

Directors’ Remuneration Policy

The following section sets out a summary of our Directors’ Remuneration Policy, which was approved at the 2020 AGM. The Policy took

effect from July 2020 and will operate for up to three years until the 2023 AGM. The full Remuneration Policy can be found in the Directors’

Remuneration Report in the 2020 Annual Report and Accounts, which is available on the Company’s website: www.wincanton.co.uk.

The table below sets out the policy in relation to the key components of remuneration.

Executive Directors

Salary

Purpose and link

to strategy

Salaries are set at a sufficient level to recruit and retain individuals of the necessary quality to deliver the

Group’s strategy.

Operation Base salaries are normally reviewed annually, with changes effective 1 July.

Salaries are typically set after considering:

– the responsibilities of each individual role

– progression within role

– individual performance and experience

– pay and conditions across the workforce

– salary levels in companies of a similar size and complexity.

Any increase will ordinarily be (in percentage of salary terms) in line with those of the wider workforce. Increases

beyond those granted to the wider workforce may be awarded in certain circumstances such as where:

– there is a significant change in responsibility

– the salary of a new hire is deliberately set below market levels with the intention to implement a planned increase

on a phased basis in subsequent years subject to individual performance

– there is a material market misalignment

– there is a significant increase in the scale of the role and/or size, value and/or complexity of the Group.

Where increases are awarded in excess of the wider employee population, the Committee will provide an explanation

in the relevant Annual Report on Remuneration.

Benefits

Purpose and link

to strategy

The Group provides the appropriate benefits for Executive Directors in a business of this size in order to recruit and

retain individuals of the necessary quality to deliver the Group’s strategy.

Operation Benefits include but are not limited to:

– company car or car allowance

– life assurance

– private medical insurance for the Executive Director and their direct family

– personal accident and travel insurance

– death in service cover.

Additional benefits (including the tax thereon) may be provided if considered appropriate.

Relocation assistance is available on a case by case basis. Assistance may include, but is not limited to, facilitating

and/or meeting the costs of removal and other relocation costs, children’s education, family travel and tax

equalisation arrangements and may extend to facilitating and/or meeting the costs of re-establishing them to their

previous location at the end of the employment or assignment.

Opportunity Benefits vary by role and individual circumstance and eligibility is reviewed periodically. Benefits are not anticipated

to exceed 10% of salary per annum over the period for which this policy applies. The Committee retains the

discretion to approve a higher cost in exceptional circumstances (e.g. relocation) or in circumstances where

factors outside of the Group’s control have materially changed (e.g. costs of medical premiums). If this occurs, the

Committee will provide details and rationale in the relevant Annual Report on Remuneration.

AccountsStrategic report Governance

090 – Wincanton plc Annual report and accounts 2022

Remuneration Committee report continued

All employee share plans

Purpose and link

to strategy

The Company encourages voluntary participation in share ownership throughout the Group where share plans

areappropriate.

Operation of all

employee share plans

Under the current all employee share plan arrangements, Executive Directors are entitled to participate in the

Company’s Share Incentive Plan (SIP).

Participants make monthly contributions from their gross salary to buy Partnership Shares. The Company currently

awards one Matching Share for every four Partnership Shares acquired. In addition, any dividends paid in respect

ofshares held under the SIP are used to buy Dividend Shares.

In the event that Wincanton were to introduce another all employee plan, the Committee retains the discretion

toallow Executive Directors to participate on the same basis as other employees.

Opportunity In line with HMRC limits, the rules of the Company’s SIP set out the following maximum levels, which may be

amended from time to time so that they are in line with legislation:

Free Shares – The maximum value of Free Shares per tax year is £3,600.

Partnership Shares bought by employees – The maximum pre-tax salary that can be used to buy Partnership Shares

is£1,800 per annum.

Matching Shares – The Company can match employees’ Partnership Share purchases by giving them additional

shares. The maximum award of Matching Shares is two Matching Shares for each Partnership Share bought. The

Company currently awards one Matching Share for every four Partnership Shares bought.

The maximum opportunity for any other all employee share plans would be in line with limits set for all employees.

Pension

Purpose and link

to strategy

The Group provides the appropriate pension provision for Executive Directors in a business of this size in order

torecruit and retain individuals of the necessary quality to deliver the Group’s strategy.

Operation of pension

arrangements

Executive Directors are entitled to join the defined contribution section of the Wincanton plc Pension Scheme.

Incertain circumstances, for example where the annual allowance level set by HMRC is exceeded, the pension

provision will be in the form of a taxable cash supplement.

Opportunity Pension contributions will be set in line with the average workforce pension contribution (in percentage of salary

terms) for the CEO and for new Executive Directors appointed from 1 April 2020.

Pension contribution of up to 15% of salary for Executive Directors appointed prior to 1 September 2019.

Annual Bonus

Purpose and link

to strategy

The aim of the Annual Bonus is to incentivise and recognise the Executive Directors’ contribution to the delivery of

the Group’s strategy by rewarding achievement of financial and strategic objectives, and to demonstrate alignment

toshareholders.

Operation Normally 50% of any bonus earned above 50% of maximum is compulsorily deferred into Company shares for two

years, with the balance paid in cash.

Dividends or dividend equivalents may accrue on Deferred Shares that vest and will ordinarily be paid in shares.

Opportunity The CEO’s Annual Bonus opportunity cannot exceed 100% of salary.

Reflecting legacy arrangements, the current CFO’s Annual Bonus opportunity cannot exceed 120% of salary.

For a new Executive Director, the Annual Bonus opportunity cannot exceed 100% of salary.

The overall total incentive opportunity (Annual Bonus plus LTIP, excluding exceptional LTIP policy maximum) in any

one year cannot exceed 250% of salary.

No more than 25% of maximum is payable for ‘Threshold’ performance. Normally 50% of maximum is achievable

for‘Target’ performance.

Performance

measure

Annual performance is typically based on achievement of financial targets and personal or strategic objectives.

Normally, the Committee would expect financial measures to represent between 60% and 80% of the total Annual

Bonus, with strategic objectives representing between 20% and 40%. However, the Committee retains discretion

toadjust weightings to align with the business objectives for each year.

At the end of the year the Committee reviews the appropriateness of the formulaic outcome and retains the

discretion to adjust the outcome if considered appropriate taking into account factors including, but not limited to,

the underlying performance of the business and shareholder and stakeholder experience.

Recovery provisions In certain circumstances, the Committee has the ability to apply malus to unvested deferred bonus awards or

clawback to awards paid.

Directors’ Remuneration Policy continued

Wincanton plc Annual report and accounts 2022 – 091

Long Term Incentive Plan (LTIP)

Purpose and link

to strategy

The aim of the LTIP is to incentivise and recognise the performance of Executive Directors in respect of their

contribution to the delivery of the Group’s strategy over the longer term by rewarding strong financial performance

and sustained increase in shareholder value.

Operation Awards may be granted as nil cost options or conditional share awards.

For LTIP awards granted from 1 April 2019, any share awards that vest are subject to a two year holding period.

Dividends or dividend equivalents may accrue on any shares that vest and will ordinarily be paid in shares.

Opportunity Maximum award levels for Executive Directors are 150% of salary. The overall total incentive opportunity (Annual

Bonus plus LTIP, excluding exceptional LTIP policy maximum) in any one year cannot exceed 250% of salary.

In exceptional circumstances, for example on recruitment, individual awards may be granted up to 250% of salary.

No more than 25% of an award may vest for ‘Threshold’ performance.

Performance

measures

Performance is normally measured over a period of no less than three years.

The Committee will review the performance measures and weighting for each award to ensure alignment with

Wincanton’s strategy. A significant portion of awards will be based on financial (e.g. EPS growth) and/or shareholder

return (e.g. relative TSR).

Performance measures for awards granted in 2020 will be based on TSR relative to an appropriate comparator group.

Following the end of the performance period the Committee reviews the appropriateness of the formulaic outcome

and retains the discretion to adjust the outcome if considered appropriate taking into account factors including, but

not limited to, the underlying performance of the business and shareholder and stakeholder experience.

Recovery provisions In certain circumstances, the Committee has the ability to apply malus to unvested LTIP awards or clawback to LTIP

awards paid or subject to the holding period.

Shareholding requirement

Purpose and link

to strategy

Ensures alignment between Executive Directors and shareholders through building a meaningful shareholding in the

Company, including for a period of time post-departure.

Operation Shareholding guidelines for the CEO are to accrue and then maintain a holding of shares with a value of 200%

ofsalary as assessed by the Committee from time to time.

Shareholding guidelines for other Executive Directors are to accrue and then maintain a holding of shares with

avalue of 150% of their salary.

A post-cessation shareholding policy will operate for departing Executive Directors. The Committee has the

discretion to waive this requirement in certain circumstances (e.g. compassionate circumstances).

Non-executive Directors

Purpose and link

to strategy

The Company seeks to attract and retain a high calibre Chairman and Non-executive Directors by offering market

competitive fee levels.

Operation Fees are set by reference to responsibilities, expected time commitments and market levels for companies

ofasimilar size and complexity to Wincanton.

The Chairman receives an annual fee. The Non-executive Directors receive an annual base fee and additional fees

arepaid to reflect additional responsibilities, such as chairing a Board Committee.

Neither the Chairman nor the Non-executive Directors participate in any of the Company’s short or long term

incentive arrangements, nor do they receive benefits or pension provision. They are however, reimbursed for

reasonable costs incurred in carrying out their role (and any associated tax incurred on these costs).

The fee of the Chairman is set by the Committee and the fees of the Non-executive Directors are approved

bytheBoard, on the recommendation of the Chairman and CEO.

Opportunity Fee levels are reviewed on a periodic basis, and may be increased taking into account factors such as the time

commitment of the role and market levels in companies of a similar size and complexity. Aggregate fees for the

Chairman and Non-executive Directors will not exceed the limit as set out in the Company’s Articles of Association.

AccountsStrategic report Governance

092 – Wincanton plc Annual report and accounts 2022

Directors’ report

The Company

Wincanton plc (the Company) is a company

incorporated in England and Wales, with

company number 04178808.

Constitution

The Company’s Articles of Association may

only be amended by a special resolution at a

general meeting of shareholders.

Principal activities

Wincanton plc is the ultimate parent

Company of the Group and trades principally

through its subsidiary undertakings which

include no branches. The Company is listed

on the London Stock Exchange main market

with a premium listing. The Group is a

leading provider of logistics and supply chain

solutions in the UK and Ireland.

All subsidiaries of the Company are listed in

Note 32 on pages 143 and 144.

Review of business and

futuredevelopments

The business review and details of future

developments are contained within the

Strategic report on pages 16 to 21.

Research and development

The Company continues to look for

innovative solutions to deliver efficient and

sustainable logistic operations. This has led

to development of both traffic management

solutions and continued research into the

efficient and sustainable approaches to

running our fleet of lorries.

Compliance reporting

Directors’ report

The Directors present the Annual Report

together with the audited financial

statements of the Company and the Group,

for the year ended 31 March 2022.

The Directors’ report required by the

Companies Act 2006 comprises the Strategic

report on pages 6 to 51, the Corporate

Governance report on pages 52 to 74 and

Directors’ remuneration report on pages

75 to 91.

Strategic report

The Company is required to prepare a

Strategic report to give a balanced and

fair review of the Group’s business during

the year ended 31 March 2022, to enable

shareholders to assess how the Directors

have performed their duties under section

172 of the Companies Act 2006.

The information that fulfils the

requirements of the Strategic report can be

found on pages 6 to 51 and includes reviews

of the business and financial performance

and the principal risks and uncertainties

facing the Group.

Within the Strategic report, a summary

review of the Group’s activities during the

financial year along with its future prospects

is contained in the Chair’s statement on page

6. Details of the Group’s business goals,

strategy and model are set out on pages

16 to 21.

A statement on engagement with our

stakeholders and how the Board has

complied with section 172 of the Companies

Act is included on page 34 and page 63.

Corporate governance reporting

During the year ended 31 March 2022,

the Company has complied with the UK

Corporate Governance Code 2018. Details

of the Company’s compliance with the

UK Code, the disclosures required under

the Code and the UK Listing Rules can be

found in the Corporate Governance report

on page 53.

The corporate governance statement

required by Rule 7.2.1 of the FCA’s Disclosure

Guidance and Transparency Rules is set out

on pages 53 to 55.

Management report

For the purposes of Rule 4.1.5R(2) and Rule

4.18 of the FCA’s Disclosure Guidance and

Transparency Rules, this Directors’ report

and the Strategic report on pages 93 to

94 and 16 to 51 together comprise the

Management report.

Accounting policies, financial

instruments and risk

Details of the Group’s accounting

policies, together with details of financial

instruments and financial risks are provided

in Note 1 on pages 109 to 117 and Note

30 on pages 139 to 142 of the Group

financialstatements.

Directors

The Directors during the year and to the

date of this report, are:

Executive Directors

– James Wroath, Chief Executive Officer

– Tim Lawlor, Chief Financial Officer

(stepped down 28 February 2022)

Non-executive Directors

– Dr. Martin Read CBE, Chair

– Stewart Oades, Senior

Independent Director

– Gill Barr

– Anthony Bickerstaff

– Mihiri Jayaweera

– Debbie Lentz.

The rules governing the appointment and

replacement of Directors, and the powers

ofthe Directors are set out in the Company’s

Articles of Association.

At the 2022 AGM, all of the Directors

willoffer themselves for re-election.

Thebiographical details for all the

Directorsare set out on pages 56 and 57.

A copy of the Executive Director’s service

contract is available to shareholders for

inspection at the Company’s registered

office. Details of the letters of appointment

for the Non-executive Directors are set

out in the Directors’ Remuneration Report

onpage 86.

Directors’ indemnity and insurance

Directors are ultimately responsible for

the operation, performance and decision-

making of the Company. In doing so, they are

exposed to potentially significant personal

liability under criminal or civil law and the UK

Listing, Prospectus, Disclosure Guidance and

Transparency Rules, which include penalties

such as private or public censure, fines and/

or imprisonment.

In line with normal market practice, it

is considered in the Company’s best

interests to protect the Directors from

the consequences of innocent errors

or omissions. Accordingly, a Directors’

and officers’ liability insurance policy is

maintained at the Company’s expense

and was in place throughout the year.

The policy provides indemnity to Group

employees that serve as Directors or officers

of any Group company, as recommended

by the Code, which includes the Board of

Directors. This insurance policy would not

provide cover in the event that a Director

or officer had knowingly acted fraudulently

or dishonestly. The Company has also

entered into qualifying third party indemnity

arrangements with the Directors, as

permitted by the Companies Act 2006.

Wincanton plc Annual report and accounts 2022 – 093

Business ethics and combatting

modern slavery

Wincanton has long recognised the

importance of respecting the human

rights of all our stakeholders including our

colleagues, our suppliers and the wider

communities in which we operate. It is core

to how we do business. Our commitment

to this is reflected in our Code of Conduct,

which highlights the importance for all at

Wincanton and all those associated with us,

of behaving morally, legally and ethically,

consistent with our Purpose and Values.

Our Code of Conduct

The Code of Conduct sets out the high

ethical standards expected of all colleagues

and is underpinned by The Wincanton

Way, as well as a corporate governance

structure and a robust risk, controls and

compliance programme. It gives guidance

on how to put these standards into practice.

It incorporates policies on anti-bribery and

corruption; share dealing; confidentiality

and data protection; conflicts of interest;

relationships with stakeholders; political

activity and charitable donations; Speaking

Up: raising serious concerns; and modern

slavery and human trafficking. Our Code

of Conduct applies to everyone who works

for or represents Wincanton: our Directors,

officers and colleagues; those we choose

to work with and those who aspire to work

with us. Our statement on compliance

with the Modern Slavery Act and our Code

of Conduct can be found on our website

atwww.wincanton.co.uk.

Financial disclosures

Going concern

The financial statements have been

prepared on a going concern basis, as

set out in the Statement of Directors’

Responsibilities on page 95. Having

considered the ability of the Company and

the Group to operate within its existing

facilities and meets its debt covenants, the

Directors have a reasonable expectation that

the Company and the Group have adequate

resources to continue in operational

existence for the foreseeable future.

In determining whether the financial

statements can be prepared on a going

concern basis, the Directors considered the

Group’s business activities, together with

the principal risks and uncertainties likely to

affect its future performance and position.

For further details of this assessment, see

pages 42 and 111.

Results and dividends

The Group profit attributable to equity

shareholders for the financial year

amounted to £47.9m. The preliminary results

will be announced on 20 May 2022, with

the final dividend of 8.00p payable on 5

August 2022.

Contracts and transactions

The Company is not aware of any significant

agreements to which it is party that take

effect, alter or terminate upon a change of

control of the Company following a takeover.

There is no contractual provision within Mr

Wroath’s service contract in the event of a

change of control and no such provision will

be included in future Executive Directors’

contracts. The Company is not aware of

any contractual or other agreement, which

is essential to its business and should be

disclosed in this Directors’ report.

Events after the balance sheet date

There were no reportable events after the

balance sheet date.

Disclosure of information to auditor

The Directors who held office at the date

ofapproval of this Directors’ report confirm

that, so far as they are each aware, there

is no relevant audit information of which

the Company’s auditor is unaware; and

each Director has taken all the steps that

they ought to have taken as a Director to

make themselves aware of any relevant

audit information and to establish

that the Company’s auditor is aware

ofthatinformation.

Substantial shareholdings as at 31March 2022

The Company has been advised under the Financial Conduct Authority’s Listing Rules and

Disclosure Guidance and Transparency Rules, or has ascertained from its own analysis, the

interests held in the voting rights of the Company’s issued share capital.

Shareholder

Number of

shares held

Holding (% of

issued share capital)

Columbia Threadneedle Investments 19,818,386 15.91

Aberforth Partners 15,589,566 12.52

JPMorgan Asset Management 7,956,526 6.39

Schroder Investment Management 7,080,229 5.68

Polar Capital 6,870,366 5.52

Tellworth Investments 5,509,427 4.42

Unicorn Asset Management 4,433,000 3.56

AccountsStrategic report Governance

094 – Wincanton plc Annual report and accounts 2022

Directors’ report continued

Equity disclosures

Share capital

The Company’s issued share capital as the

date of this report was 124,543,670 Ordinary

Shares of 10p each. There are no preference

shares or non-voting shares. There are no

shares held in Treasury.

Authority to purchase shares

The Company was authorised at the 2021

AGM to purchase its own shares within

certain limits. During the year ended 31

March 2022, 500,000 shares were purchased

by the Trustee of the Employee Benefit

Trust under this authority to satisfy the

exercise of share options by employees. The

Directors will seek renewal of their authority

to purchase in the market the Company’s

shares at the 2022 AGM.

Shareholders’ rights

Each Ordinary Share of the Company

carries one vote at general meetings of the

Company. There are no restrictions on the

transfer of Ordinary Shares in the capital of

the Company other than certain restrictions,

which may from time to time be imposed

by law. In accordance with the Listing Rules

of the Financial Conduct Authority, certain

employees are required to seek approval

ofthe Company to deal in its shares.

Employees who participate in the Share

Incentive Plan, whose shares are held in the

Employee Benefit Trust, give directions to

the trustees to vote on their behalf by way

of a Form of Direction.

The Company is not aware of any

agreements between shareholders that

may result in restrictions on the transfer of

securities and/or voting rights.

Greenhouse gas emissions

The disclosures concerning greenhouse gas

emissions required by law are included in the

ESG report on page 24.

Charitable donations

During the year ended 31 March 2022, the

Group contributed £22,986 (2021: £14,507)

to charitable and community programmes.

Political donations

No political donations were made during the

year (2021: Nil).

Annual General Meeting

The Company’s AGM will be held on

12 July 2022 and this year will be face

to face at the offices of Herbert Smith

Freehills in London. The Notice of Annual

General Meeting 2022, which contains

full explanations of the business to be

conducted at the AGM, is set out in a

separate Notice addressed to shareholders

and can be found on the Company’s website

www.wincanton.co.uk/investors/

shareholder-information/general-meetings.

Employee disclosures

Wincanton is an inclusive and equal

opportunities employer. The Group is

committed to ensuring that disabled

persons are treated with dignity and

respect and that we act in accordance with

the Equality Act 2010. Wincanton gives

full and fair consideration to applications

for employment by disabled persons

and provides the necessary support to

colleagues in our employment with a

disability. Training, career development and

promotion are equally applied regardless of

disability or any other individual attribute.

Further information about how we engage,

consult with and look after our employees

can be found in the ESG report on pages 28,

in Board Engagement on page 63 and in the

Nomination Committee report on page 66.

On behalf of the Board

Lyn Colloff

Company Secretary

19 May 2022

Wincanton plc Annual report and accounts 2022 – 095

Statement of Directors’

responsibilities

The Directors are responsible for preparing

the Annual Report and Group and parent

Company financial statements in accordance

with applicable law and regulations.

Company law requires the Directors to

prepare Group and parent Company financial

statements for each financial year. Under

that law, they are required to prepare the

Group financial statements in accordance

with UK-adopted international accounting

standards and applicable law and have

elected to prepare the parent Company

financial statements in accordance with UK

Accounting Standards, including FRS 101

Reduced Disclosure Framework.

Under company law, the Directors must not

approve the financial statements unless

they are satisfied that they give a true and

fair view of the state of affairs of the Group

and parent Company and of their profit or

loss for that period. In preparing each of

the Group and parent Company financial

statements, the Directors are required to:

– select suitable accounting policies and

then apply them consistently

– make judgements and estimates that are

reasonable, relevant, reliable and prudent

– for the Group financial statements, state

whether they have been prepared in

accordance with UK-adopted international

accounting standards

– for the parent Company financial

statements, state whether applicable

UK Accounting Standards have been

followed, subject to any material

departures disclosed and explained in the

parent Company financial statements

– assess the Group and parent Company’s

ability to continue as a going concern,

disclosing, as applicable, matters related

to going concern

– use the going concern basis of accounting

unless they either intend to liquidate the

Group or the parent Company or to cease

operations or have no realistic alternative

but to do so.

The Directors are responsible for keeping

adequate accounting records that are

sufficient to show and explain the

Company’s transactions and disclose with

reasonable accuracy at any time the financial

position of the Company and enable them to

ensure that its financial statements comply

with the Companies Act.

They are responsible for such internal

control as they determine is necessary

to enable the preparation of financial

statements that are free from material

misstatement, whether due to fraud or

error, and have general responsibility for

taking such steps as are reasonably open

to them to safeguard the assets of the

Group and to prevent and detect fraud

andotherirregularities.

Under applicable law and regulations,

the Directors are also responsible for

preparing a Strategic report, Directors’

report, Directors’ remuneration report

and Corporate Governance Statement that

comply with that law and those regulations.

The Directors are responsible for the

maintenance and integrity of the corporate

and financial information included on

the Company’s website. Legislation in

the UK governing the preparation and

dissemination of financial statements may

differ from legislation in other jurisdictions.

Responsibility statement of the Directors

in respect of the annual financial report

We confirm that to the best of

ourknowledge:

– the financial statements, prepared in

accordance with the applicable set of

accounting standards, give a true and fair

view of the assets, liabilities, financial

position and profit or loss of the Company

and the undertakings included in the

consolidation taken as a whole

– the Strategic report and the Directors’

report include a fair review of the

development and performance of the

business and the financial position of

the issuer and the undertakings included

in the consolidation taken as a whole,

together with a description of the

principal risks and uncertainties that

they face.

We consider the Annual Report and

Accounts, taken as a whole, is fair, balanced

and understandable and provides the

information necessary for shareholders

to assess the Group’s position and

performance, business model and strategy.

The Directors approved the above

responsibility statement on 19 May 2022.

James Wroath

Chief Executive Officer

AccountsStrategic report Governance

096 – Wincanton plc Annual report and accounts 2022

Independent auditor’s report to the members of Wincanton plc

Opinion on the financial statements

In our opinion:

– the financial statements give a true and fair view of the state of the Group’s and of the Parent Company’s affairs as at 31 March 2022

andofthe Group’s profit for the year then ended;

– the Group financial statements have been properly prepared in accordance with UK adopted international accounting standards;

– the Parent Company financial statements have been properly prepared in accordance with United Kingdom Generally Accepted Accounting

Practice; and

– the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.

We have audited the financial statements of Wincanton plc (the ‘Parent Company’) and its subsidiaries (the ‘Group’) for the year ended 31

March 2022 which comprise the consolidated income statement, the consolidated statement of comprehensive income, the consolidated

balance sheet, the consolidated statement of changes in equity, the consolidated statement of cash flows, the company balance sheet, the

company statement of changes in equity and notes to the financial statements, including a summary of significant accounting policies.

The financial reporting framework that has been applied in the preparation of the Group financial statements is applicable law and UK

adoptedinternational accounting standards. The financial reporting framework that has been applied in the preparation of the Parent

Company financial statements is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 101

Reduced Disclosure Framework (United Kingdom Generally Accepted Accounting Practice).

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 believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Our audit opinion is

consistent with the additional report to the audit committee.

Independence

Following the recommendation of the audit committee, we were appointed by the Directors on 22 July 2020 to audit the financial statements

for the year ended 31 March 2021 and subsequent financial periods. The period of total uninterrupted engagement including retenders and

reappointments is 2 years, covering the years ended 31 March 2021 and 31 March 2022. We remain independent of the Group and the Parent

Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s

Ethical Standard as applied to listed public interest entities, and we have fulfilled our other ethical responsibilities in accordance with these

requirements. The Non-audit services prohibited by that standard were not provided to the Group or the Parent Company.

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 and the Parent Company’s ability to continue

to adopt the going concern basis of accounting included:

– a review of the forecasts and covenant compliance calculations for the Group for a period of at least 12-months from the date of approval

ofthe financial statements. This included testing that the forecasts were consistent with the latest Board approved budgets and assessing

the mathematical accuracy of the going concern model;

– detailed enquiries of the Board and management on the reasonableness of the assumptions made in the preparation of these forecasts.

This also included making comparisons of the forecast assumptions to historic results achieved, consideration of current economic risks

andknowledge of the business;

– challenge of the appropriateness of the downside sensitivities, and consideration of whether other scenarios (or specific events) might

beappropriate to incorporate into the assessment;

– testing the covenant calculations, and forecast covenant compliance, against the Group’s facility agreements and other key documents;

– a review of the Directors’ reverse stress test assessment on the Group; and

– consideration of the adequacy of the disclosures in the financial statements against the requirements of the accounting standards and

consistency of the disclosure against the forecasts and reverse stress test assessment that the Directors have considered in performing

theirgoing concern assessment.

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 and the Parent Company’s ability to continue as a going concern for a period of at least

twelve months from when the financial statements are authorised for issue.

In relation to the Parent Company’s reporting on how it has applied the UK Corporate Governance Code, we have nothing material to add or

draw attention to in relation to the Directors’ statement in the financial statements about whether the Directors considered it appropriate

toadopt the going concern basis of accounting.

Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections of this report.

Wincanton plc Annual report and accounts 2022 – 097

Overview

Coverage

100% (2021: 99%) of Group profit before tax

98% (2021: 97%) of Group revenue

100% (2021: 100%) of Group total assets

Key audit matters

2022 2021

Revenue recognition  

Going concern and covenant compliance  

Valuation of certain defined benefit pension scheme assets  

Measurement of the gross defined benefit pension scheme obligation

 

Going concern and covenant compliance was not considered

tobeakey audit matter in the current year.

Materiality

Group financial statements as a whole

£2.6m based on 4.5% of underlying profit before tax (2021: £2.2m based on 4.5% of a 3 year

average of underlying profit before tax).

1 These are areas which have been subject to a full scope audit by the group engagement team.

An overview of the scope of our audit

Our Group audit was scoped by obtaining an understanding of the Group and its environment, including the Group’s system of internal control,

and assessing the risks of material misstatement in the financial statements. We also addressed the risk of management override of internal

controls, including assessing whether there was evidence of bias by the Directors that may have represented a risk of material misstatement.

The Group operates through a number of reporting components of which we identified two to be significant components. All significant

components were subject to full scope audits. Non-significant components were subject to either specified audit procedures and/or desktop

review procedures. With the exception of Specified procedures performed on the Group’s insurance captive by BDO Guernsey, all audits,

specified procedures and desktop review procedures were completed by the group audit team.

Our involvement with component auditors

For the work performed by component auditors, we determined the level of involvement needed in order to be able to conclude whether

sufficient appropriate audit evidence has been obtained as a basis for our opinion on the Group financial statements as a whole. Our

involvement with component auditors included the following:

– holding meetings at the planning stage and the completion stage of the audit;

– directing the nature and extent of the procedures performed by the component auditor;

– sending group audit instructions, along with key communications on materiality levels and risks associated to the specific audit

procedures; and

– review of final reporting received.

AccountsStrategic report Governance

098 – Wincanton plc Annual report and accounts 2022

Independent auditor’s report to the members of Wincanton plc continued

An overview of the scope of our audit continued

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of

the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) that we identified,

including those which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit, and directing the efforts

of the engagement team. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our

opinion thereon, and we do not provide a separate opinion on these matters.

Key audit matter How the scope of our audit addressed the key audit matter

Revenue recognition

Group revenue is £1,421.4m

(2021: £1,221.9m)

Contract receivables, contract

assets and contract fulfilment

assets are disclosed in Note 18

to the financial statements.

The accounting policy for

revenue recognition is

included in Note 1 and further

information on revenue is

included in Note 2.

As part of the monthly reporting

process, manual adjustments are

recorded in revenue to ensure that

revenue is recorded in the correct

period, giving rise to accrued income

(contract receivables). We have

identified these manual adjustments

as a significant risk of fraud and error.

Separately, from time to time, the

Group extends, renews or modifies

its contracts with customers.

Accounting for contract modifications

under IFRS 15 – Revenue from

Contracts with Customers (‘IFRS 15’)

is complex and requires judgement

in determining whether additional

services to be provided as part of

a modified or extended contract

have been priced atthe standalone

selling price or contain promises

that do not constitute performance

obligations. We consider this gives

rise to a significant risk of error in

revenuerecognition.

Separately, we have considered the

appropriateness of the accounting

treatment for significant new contracts

entered into during the year, including

any judgements regarding promises

in contracts that are treated as

performance obligations. We consider

that this gives rise to a significant risk

oferror in revenue recognition.

Our procedures included:

– testing a sample of accrued income on open book and closed

book contracts and agreeing the amounts recorded to post

year end invoice and, where possible, cash, as well as agreeing

the service provided to underlying contracts. We tested that

the accrued income amounts selected were recorded inthe

appropriate period by obtaining corroborative evidence

to support the timing of revenue recognition, such as. cost

reports or customer correspondence.

– we selected a sample of manual journal entries to revenue and

tested that the item was appropriately accounted for through

corroboration to supporting documentation and explanations

by management.

– for a sample of renewed, extended or modified contracts,

selected by reference to the amount of revenue recorded

for that contract in the year, we obtained and reviewed a

copy of the contract and management’s contract checklist,

challenging where appropriate any conclusions drawn,

including judgements regarding the existence of performance

obligations and whether the transaction price was considered

to be reflective of the standalone selling price of the additional

promised goods or services in accordance with IFRS 15. In

assessing whether the transaction price was reflective of the

standalone selling price, we reviewed the contract for any

significant discounts or rebates.

– for a sample of new contracts, selected by reference to the

amount of revenue recorded for that contract in the year,

we obtained a copy of the contract and management’s

contract checklist and accounting paper (where available). We

reviewed the Group’s assessment of the accounting for the

new contracts in accordance with IFRS 15, challenging where

appropriate the conclusions drawn, including judgements

regarding the existence of performance obligations and the

point at which revenue should be recognised.

Key observations:

As a result of performing the procedures above, we found

that the recognition of revenue relating to manual period end

adjustments and new, renewed, extended or modified contracts

was acceptable.

Wincanton plc Annual report and accounts 2022 – 099

An overview of the scope of our audit continued

Key audit matters continued

Key audit matter How the scope of our audit addressed the key audit matter

Valuation of certain

defined benefit pension

scheme assets

As disclosed in Note 28, the

Group has £1,208.3m (2021:

£1,211.9m) of plan assets

which are included in the

measurement of the net

defined benefit liability/

asset recorded on the

Groupbalance sheet.

The quantum of the Group’s plan

assets recorded in the net defined

benefit liability/asset on the Group’s

balance sheet is significant in the

context of the financial statements.

Some of the asset valuations, which

are determined with the assistance

of the investment fund managers,

are highly subjective, in particular

£784.4m (2021: £635.3m) of liability

driven investments and £114.1m

(2021:£115.4m) of private debt

assets, the latter being determined

in reference to the latest net asset

valuations which occur at a date prior

to the financial year end. Therefore,

this was considered to be an area

of focus for our audit and a key

audit matter.

Our procedures included:

– assessing the competence of the investment fund managers

by obtaining and reviewing relevant controls reports to

understand the controls they have in place over valuation

and to identify any control findings which might impact the

reliability of the valuations.

– for the liability driven investments, testing a sample of the

valuations to either quoted market prices, where available,

or by using our valuation experts to assist us in sourcing

relevant market data to determine that the valuations

wereappropriate.

– for private debt assets, we assessed the appropriateness

ofusing the latest available net asset valuations, which occur

prior to the financial year end, by considering the movements

in relevant published benchmarks from the latest valuation

date to the financial year end. This work was performed with

the assistance of our valuation experts.

– we also considered any significant valuation movements

between the date of the most recent audited financial

statements of the private debt funds and the valuation date

to assess the level of volatility in the portfolio of private

debt assets.

Key observations:

As a result of performing the procedures above, we found

that the valuations of the liability driven assets and the private

debt assets, included in the valuation of total plan assets

wereacceptable.

Measurement of the

gross defined benefit

pension scheme

obligation

As disclosed in Note 28, the

Group has recorded a gross

defined benefit obligation of

£1,091.3m (2021: £1,161.1m)

in the measurement of the

net defined benefit pension

liability/asset recorded on

theGroup balance sheet.

Note 28 includes details of

the Group’s assessment of

the sensitivity of the present

value of the scheme obligation

to changes in actuarial

assumptions.

The quantum of the Group’s gross

defined benefit pension scheme

obligation recorded in the net defined

benefit liability/asset on the Group’s

balance sheet is significant in the

context of the financial statements.

The measurement of the gross

defined benefit obligation is based

on actuarial assumptions. which

have a high degree of estimation

uncertainty, with a range of possible

reasonable outcomes. The Directors

take independent actuarial advice

in respect of the appropriateness of

these assumptions and in auditing the

gross defined benefit pension scheme

obligation we also involved our own

experts. As such, this was considered

to be anarea of focus for our audit and

a keyaudit matter.

Our procedures included:

– we tested the underlying data used in the calculation of the

gross defined benefit obligation to supporting documentation.

– with the use of our internal actuarial experts, we challenged

the appropriateness of the actuarial assumptions used by

the Group in calculating the gross defined benefit pension

obligation. This included benchmarking assumptions such

as the discount rate, retail price index (RPI) and consumer

price index (CPI) against those used for similar schemes and

considering where each of these assumptions sit within an

acceptable range of possible positions.

Key observations:

As a result of performing the procedures above, we found that

the measurement of the gross defined benefit pension scheme

obligation was acceptable.

AccountsStrategic report Governance

100 – Wincanton plc Annual report and accounts 2022

Independent auditor’s report to the members of Wincanton plc continued

Our application of materiality

We apply the concept of materiality both in planning and performing our audit, and in evaluating the effect of misstatements. We consider

materiality to be the magnitude by which misstatements, including omissions, could influence the economic decisions of reasonable users that

are taken on the basis of the financial statements.

In order to reduce to an appropriately low level the probability that any misstatements exceed materiality, we use a lower materiality level,

performance materiality, to determine the extent of testing needed. Importantly, misstatements below these levels will not necessarily

be evaluated as immaterial as we also take account of the nature of identified misstatements, and the particular circumstances of their

occurrence, when evaluating their effect on the financial statements as a whole.

Based on our professional judgement, we determined materiality for the financial statements as a whole and performance materiality as follows:

Group financial statements Parent company financial statements

2022

£m

2021

£m

2022

£m

2021

£m

Materiality £2.6m £2.2m £1.89m £1.85m

Basis for determining

materiality

4.5% of underlying

profit before tax

4.5% of a 3 year average

of underlying profit

before tax

1% of total assets 1% of total assets

Rationale for the

benchmark applied

Underlying profit before

tax is considered to be

the most appropriate

performance measure

as it removes the

impact of certain one-

off non-underlying

items impacting the

underlying performance

of the Group and is

also a key measure for

stakeholders.

Underlying profit before

tax is considered to be

the most appropriate

performance measure

as it removes the

impact of certain one-

off non-underlying

items impacting the

underlying performance

of the Group and is

also a key measure for

stakeholders.

Total assets is

considered to be the

most appropriate

measure as the Parent

Company is a holding

company that does

not trade.

Total assets is

considered to be the

most appropriate

measure as the Parent

Company is a holding

company that does

not trade.

Performance materiality £1.82m £1.496m £1.32m £1.26m

Basis for determining

performance materiality

70% of overall

materiality

Higher percentage as

compared to 2021 as

second year audit with

greater understanding

of the business.

68% of overall

materiality

70% of overall

materiality

Higher percentage as

compared to 2021 as

second year audit with

greater understanding

of the business.

68% of overall

materiality

Component materiality

We set materiality for each component of the Group based on a percentage of between 48% and 87% (2021: between 42% and 90%) of Group

materiality dependent on the size and our assessment of the risk of material misstatement of that component. Component materiality ranged

from £1.25m to £2.25m (2021: £0.98m to £1.98m). In the audit of each component, we further applied performance materiality levels of 70%

(2021: 68%) of the component materiality to our testing to ensure that the risk of errors exceeding component materiality was appropriately

mitigated.

Reporting threshold

We agreed with the Audit Committee that we would report to them all individual audit differences in excess of £90,000 (2021: £80,000).

Wealso agreed to report differences below this threshold that, in our view, warranted reporting on qualitative grounds.

Wincanton plc Annual report and accounts 2022 – 101

Other information

The directors are responsible for the other information. The other information comprises the information included in the Annual Report and

Accounts other than the financial statements and our auditor’s report thereon. Our opinion on the financial statements does not cover the

other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion

thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent

with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. Ifwe

identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to amaterial

misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material

misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Corporate governance statement

The Listing Rules require us to review the Directors’ statement in relation to going concern, longer-term viability and that part of the

Corporate Governance Statement relating to the parent company’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.

Going concern and

longer-term viability

– The Directors’ statement with regards to the appropriateness of adopting the going concern basis of accounting

and any material uncertainties identified set out on page 93; and

– The Directors’ explanation as to their assessment of the Group’s prospects, the period this assessment covers

and why the period is appropriate set out on page 48.

Other Code provisions

– Directors’ statement on fair, balanced and understandable set out on page 95;

– Board’s confirmation that it has carried out a robust assessment of the emerging and principal risks set out

on page 46;

– The section of the annual report that describes the review of effectiveness of risk management and internal

control systems set out on page 44 and 45; and

– The section describing the work of the audit committee set out on page 72.

Other Companies Act 2006 reporting

Based on the responsibilities described below and our work performed during the course of the audit, we are required by the Companies Act

2006 and ISAs (UK) to report on certain opinions and matters as described below.

Strategic report and

Directors’ report

In our opinion, based on the work undertaken in the course of the audit:

– the information given in the Strategic report and the Directors’ report for the financial year for which the

financial statements are prepared is consistent with the financial statements; and

– the Strategic report and the Directors’ report have been prepared in accordance with applicable legal requirements.

In the light of the knowledge and understanding of the Group and Parent Company and its environment

obtained in the course of the audit, we have not identified material misstatements in the Strategic report or the

Directors’ report.

Directors’ remuneration In our opinion, the part of the Directors’ remuneration report to be audited has been properly prepared in

accordance with the Companies Act 2006.

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 Companies Act 2006

requires us to report to you if, in our opinion:

– adequate accounting records have not been kept by the Parent Company, or returns adequate for our audit have

not been received from branches not visited by us; or

– the Parent Company financial statements and the part of the Directors’ remuneration report to be audited are

not in agreement with the accounting records and returns; or

– certain disclosures of Directors’ remuneration specified by law are not made; or

– we have not received all the information and explanations we require for our audit.

AccountsStrategic report Governance

102 – Wincanton plc Annual report and accounts 2022

Independent auditor’s report to the members of Wincanton plc continued

Responsibilities of Directors

As explained more fully in the Statement of Directors’ responsibilities, the Directors are responsible for the preparation of the financial

statements and for being satisfied that they give a true and fair view, and for such internal control as the Directors determine is necessary

toenable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the Directors are responsible for assessing the Group’s and the Parent Company’s ability to continue

as agoing concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the

Directors either intend to liquidate the Group or the Parent Company or to cease operations, or have no realistic alternative but to do so.

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.

Extent to which the audit was capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our

responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our

procedures are capable of detecting irregularities, including fraud is detailed below:

We gained an understanding of the legal and regulatory framework applicable to the Group and the industry in which it operates, and

considered the risk of acts by the Group that were contrary to applicable laws and regulations, including fraud. These included but were not

limited to the Companies Act 2006, Financial Conduct Authority regulations including the UK Listing Rules, the principles of the UK Governance

Code, pensions and tax legislation.

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud, we considered the following:

– the nature of the industry, control environment and business performance including the design of the Group’s remuneration policies,

keydrivers for Directors’ remuneration and performance targets;

– the results of our enquiries of management, internal audit and the Audit Committee about their own identification of the risk of

irregularities;

– any matters we identified having obtained and reviewed the Group’s documentation of their policies and procedures; and

– the matters discussed among the audit engagement team regarding how and where fraud might occur in the financial statements and

anypotential indicator of fraud. We also discussed the potential for non-compliance with laws and regulations.

We focused on laws and regulations that could give rise to a material misstatement in the financial statements. We also considered the

susceptibility of the financial statements to misstatement as a result of fraud, and believed that the areas in which fraud might occur

wererelated to revenue recognition and management override of controls.

Our tests included, but were not limited to:

– identifying and testing journal entries, in particular any journal entries posted to revenue, those with unusual account combinations

andjournals posted by unexpected users;

– enquiries with management, the Audit Committee and enquiries of internal legal counsel to identify any known or suspected

non-compliance or fraud;

– review of minutes of Board meetings throughout the year to identify any non-compliance with laws and regulations, and fraud, not already

disclosed by management;

– review of tax compliance and involvement of our tax experts in the audit;

– review of internal audit reports for reference of any internal control failures; and

– challenging assumptions and judgements made by management in their significant accounting estimates and judgements, the assessment

of performance obligations in customer contracts, the valuation of defined benefit pension assets, the measurement of the gross defined

benefit pension obligation, the measurement of other provisions and going concern, and

– the procedures in the key audit matters section above in relation to revenue recognition and accounting estimates.

Wincanton plc Annual report and accounts 2022 – 103

Auditor’s responsibilities for the audit of the financial statements continued

Extent to which the audit was capable of detecting irregularities, including fraud continued

We communicated relevant identified laws and regulations and potential fraud risks to all engagement and component team members,

whowere all deemed to have appropriate competence and capabilities, to remain alert to any indications of fraud or non-compliance with

lawsand regulations throughout the audit.

Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that 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, misrepresentations or through collusion. There are inherent limitations in the audit

procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected

inthefinancial statements, the less likely we are to become aware of it.

A further description of our responsibilities is available on the Financial Reporting Council’s website at:

www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

Use of our report

This report is made solely to the Parent Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006.

Our audit work has been undertaken so that we might state to the Parent Company’s members those matters we are required to state to them

in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone

other than the Parent Company and the Parent Company’s members as a body, for our audit work, for this report, or for the opinions we

have formed.

Sophia Michael (Senior Statutory Auditor)

For and on behalf of BDO LLP, Statutory Auditor

London

19 May 2022

BDO LLP is a limited liability partnership registered in England and Wales (with registered number OC305127).

AccountsStrategic report Governance

104 – Wincanton plc Annual report and accounts 2022

Consolidated income statement For the year ended 31 March 2022

2022 2021

Note

Underlying

£m

Non-

underlying

£m

Total

£m

Underlying

£m

Non-

underlying

(Restated)

£m

Total

(Restated)

£m

Revenue 2 1,421.4 – 1,421.4 1,221.9 – 1,221.9

Net operating costs 4 (1,356.7) (3.3) (1,360.0) (1,170.2) (1.0) (1,171.2)

Share of results of joint venture 15 – – – 0.1 – 0.1

Operating profit 4 64.7 (3.3) 61.4 51.8 (1.0) 50.8

Financing income 7 1.1 – 1.1 2.4 – 2.4

Financing cost 7 (7.7) – (7.7) (7.0) – (7.0)

Profit/(loss) before tax 58.1 (3.3) 54.8 47.2 (1.0) 46.2

Income tax (expense)/credit 8 (7.5) 0.6 (6.9) (7.5) 0.4 (7.1)

Profit/(loss) attributable to equity shareholders

ofWincanton plc 50.6 (2.7) 47.9 39.7 (0.6) 39.1

Earnings per share

– basic 9 40.8p 38.6p 32.0p 31.5p

– diluted 9 40.3p 38.2p 31.7p 31.2p

1 Certain comparatives have been restated due to a required change in accounting policy as explained in Note 1 ‘Accounting policies’.

Wincanton plc Annual report and accounts 2022 – 105

Note

2022

£m

2021

(Restated)

£m

Profit for the year 47.9 39.1

Other comprehensive income/(loss)

Items which will not subsequently be reclassified to the income statement

Remeasurements of net defined benefit asset 28 47.6 (65.3)

Income tax relating to items that will not subsequently be reclassified to profit or loss 8 (14.7) 12.4

32.9 (52.9)

Items which are or may subsequently be reclassified to the income statement

Net foreign exchange loss on investment in foreign subsidiaries (0.1) (0.2)

Other comprehensive income/(loss) for the year, net of income tax 32.8 (53.1)

Total comprehensive income/(loss) attributable to equity shareholders of Wincantonplc 80.7 (14.0)

1 Certain comparatives have been restated due to a required change in accounting policy as explained in Note 1 ‘Accounting policies’.

Consolidated statement of comprehensive income For the year ended 31 March 2022

AccountsStrategic report Governance

106 – Wincanton plc Annual report and accounts 2022

Note

2022

£m

2021

(Restated)

£m

Non-current assets

Goodwill and intangible assets 11 110.7 84.6

Property, plant, equipment and vehicles 12 25.9 21.0

Right-of-use assets 14 189.0 129.3

Investments, including those equity accounted 15 – 0.2

Employee benefits 28 117.0 50.8

442.6 285.9

Current assets

Inventories 17 2.6 1.4

Trade and other receivables 18 207.4 190.2

Income tax receivable – 0.6

Cash at bank and in hand 20 28.7 30.6

238.7 222.8

Assets classified as held for sale 19 – 0.9

Total current assets 238.7 223.7

Current liabilities

Income tax payable (3.3) –

Borrowings and other financial liabilities 21 – (9.7)

Lease liabilities 22 (26.6) (32.3)

Trade and other payables 23 (323.6) (303.7)

Provisions 24 (12.7) (15.1)

(366.2) (360.8)

Net current liabilities (127.5) (137.1)

Total assets less current liabilities 315.1 148.8

Non-current liabilities

Borrowings and other financial liabilities 21 (25.0) (9.0)

Lease liabilities 22 (176.5) (113.4)

Employee benefits 28 (2.5) (2.6)

Provisions 24 (30.6) (23.9)

Deferred tax liabilities 16 (16.9) (1.6)

(251.5) (150.5)

Net assets/(liabilities) 63.6 (1.7)

Equity

Issued share capital 26 12.5 12.5

Share premium 12.9 12.9

Merger reserve 3.5 3.5

Translation reserve (0.5) (0.4)

Own shares (2.2) (1.0)

Retained profits/(losses) 37.4 (29.2)

Total equity/(deficit) 63.6 (1.7)

1 Certain comparatives have been restated due to a required change in accounting policy as explained in Note 1 ‘Accounting policies’.

These financial statements were approved by the Board of Directors on 19 May 2022 and were signed on their behalf by:

James Wroath

Chief Executive Officer

Consolidated balance sheet At 31 March 2022

Wincanton plc Annual report and accounts 2022 – 107

Note

Issued share

capital

£m

premium

£m

Merger

reserve

£m

Translation

reserve

£m

Own shares

£m

Retained

(losses)/

earnings

£m

Total

equity/

(deficit)

£m

Balance at 1 April 2020 12.5 12.9 3.5 (0.2) (1.5) (12.5) 14.7

Profit for the year (restated)

– – – – – 39.1 39.1

Other comprehensive loss – – – (0.2) – (52.9) (53.1)

Total comprehensive loss (restated)

– – – (0.2) – (13.8) (14.0)

Share based payment transactions 29 – – – – 0.5 0.1 0.6

Deferred tax on share based payment transactions 8 – – – – – 0.5 0.5

Dividends paid to shareholders 10 – – – – – (3.5) (3.5)

Balance at 31 March 2021 (restated)

12.5 12.9 3.5 (0.4) (1.0) (29.2) (1.7)

Balance at 1 April 2021 12.5 12.9 3.5 (0.4) (1.0) (29.2) (1.7)

Profit for the year – – – – – 47.9 47.9

Other comprehensive (loss)/income – – – (0.1) – 32.9 32.8

Total comprehensive (loss)/income – – – (0.1) – 80.8 80.7

Share based payment transactions 29 – – – – (1.2) (0.3) (1.5)

Current tax on share based payment transactions 8 – – – – – 0.3 0.3

Deferred tax on share based payment transactions 8 – – – – – 0.1 0.1

Dividends paid to shareholders 10 – – – – – (14.3) (14.3)

Balance at 31 March 2022 12.5 12.9 3.5 (0.5) (2.2) 37.4 63.6

1 Certain comparatives have been restated due to a required change in accounting policy as explained in Note 1 ‘Accounting policies’.

Consolidated statement of changes in equity For the year ended 31 March 2022

AccountsStrategic report Governance

108 – Wincanton plc Annual report and accounts 2022

Note

2022

£m

2021

(Restated)

£m

Operating activities

Profit before tax 54.8 46.2

Adjustments for:

– depreciation and amortisation 43.8 41.1

– research and development expenditure credit (0.6) (1.0)

– net financing costs 7 6.6 4.6

– impairments 13 0.4 2.3

– profit on disposal of property, plant and equipment (0.1) (0.7)

– gain on derecognition of lease liabilities 1.2 –

– profit on disposal of Containers and Pullman businesses 3 (0.9) (0.4)

– share of results of joint venture 15 – (0.1)

– write down of trade investment – 0.1

– share based payment transactions 0.3 0.6

105.5 92.7

Increase in trade and other receivables (7.9) (64.8)

(Increase)/decrease in inventories (1.1) 0.6

Increase in trade and other payables 15.9 66.5

Decrease in provisions (1.7) (0.3)

Increase in employee benefits before pension deficit payment 0.9 1.5

Income taxes paid (3.3) (5.7)

Cash generated before pension deficit payment 108.3 90.5

Pension deficit payment (18.5) (18.3)

Cash flows from operating activities 89.8 72.2

Investing activities

Proceeds from sale of property, plant and equipment 2.9 4.5

Purchase of business, net of cash acquired (13.6) –

Net cash outflow from disposal of Containers and Pullman businesses – (0.2)

Interest received – 0.1

Additions of property, plant, equipment and vehicles 12 (10.7) (8.2)

Additions of computer software 11 (0.5) (1.4)

Cash flows from investing activities (21.9) (5.2)

Financing activities

Increase/(decrease) in borrowings 9.9 (62.0)

Repayment of borrowings acquired 27 (14.0) –

Own shares acquired (1.8) –

Payment of lease liabilities (37.7) (35.1)

Equity dividends paid 10 (14.3) (3.5)

Interest paid on borrowings (3.1) (2.6)

Interest paid on lease liabilities (5.2) (3.8)

Cash flows from financing activities (66.2) (107.0)

Net increase/(decrease) in cash and cash equivalents 1.7 (40.0)

Cash and cash equivalents at beginning of the year 27.0 67.0

Cash and cash equivalents at end of the year 28.7

27.0

Represented by:

– cash at bank and in hand 20 28.7 30.6

– bank overdrafts 20 – (3.6)

28.7 27.0

1 Certain comparatives have been restated due to a required change in accounting policy as explained in Note 1 ‘Accounting policies’.

Consolidated statement of cash flows For the year ended 31 March 2022

Wincanton plc Annual report and accounts 2022 – 109

1. Accounting policies

Statement of compliance

Wincanton plc (the Company) is a company incorporated in the United Kingdom and domiciled and registered in England and Wales. The

Company provides supply chain solutions in the UK and Ireland and is a public company limited by shares. The address of the Company’s

registered office and its registered number are shown on page 152. The consolidated financial statements include those of the Company

andits subsidiaries (together referred to as the Group).

The consolidated financial statements have been prepared and approved by the Directors in accordance with UK-adopted international accounting

standards (Adopted IFRS) and the legal requirements of the Companies Act 2006, as applicable to companies reporting under those standards.

On 31 December 2020, IFRS as adopted by the European Union at that date was brought into UK law and became UK-adopted international

accounting standards, with future changes being subject to endorsement by the UK Endorsement Board. The Group transitioned to UK-

adopted international accounting standards in its consolidated financial statements on 1 April 2021. There were no impacts or changes in

accounting policies arising from this transition.

Standards, amendments and interpretations effective or adopted inthe year

The following standards and amendments became effective or were available for early adoption in the year but did not have a material impact

on the consolidated financial statements:

– Interest Rate Benchmark Reform Phase 2: Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16; and

– Amendments to IFRS 16 Leases: Covid-19 Related Rent Concessions.

Standards and amendments that are issued but not yet applied by theGroup

At the date of authorisation of these financial statements, the following Standards and Amendments were in issue but are not yet effective

and in some cases have not yet been adopted by the UK:

– Amendments to IAS 1 Classification of Liabilities as Current or Non-Current and Deferral of Effective Date Amendment

– Annual Improvements to IFRS 2018–2020

– Amendments to IAS 37 Onerous Contracts – Cost of Fulfilling a Contract

– Amendments to IAS 16 Property, Plant and Equipment: Proceeds before Intended Use

– Amendments to IFRS 3 Reference to Conceptual Framework

– Amendments to IAS 1 and IFRS Practice Statement 2 Disclosure of Accounting Policies

– Amendments to IAS 8 Definition of Accounting Estimates

– IFRS 17 Insurance Contracts

– Amendments to IAS 12 Income Taxes: Deferred Tax related to Assets and Liabilities arising from a Single Transaction.

None of the above Standards and Amendments are expected to have a material effect on the Group’s financial reporting.

Prior year restatement

Change in accounting policy – Software-as-a-Service (SaaS) arrangements

Following the IFRS Interpretations Committee (IFRIC) agenda decision published in April 2021, the Group has reviewed its accounting

policy regarding the configuration and customisation costs incurred when implementing a SaaS arrangement. These costs were previously

capitalised, but the accounting policy has been changed to expense these costs given the latest IFRIC guidance.

The Group’s revised policy aligns with the IFRIC agenda decision whereby:

– in SaaS arrangements where the Group controls the underlying software, configuration and customisation costs are capitalised as part

ofbringing the identified intangible asset into use

– where the Group does not control the underlying software, but the related configuration and customisation costs are not distinct from

access to the software, these costs are expensed over the SaaS contract term

– in all other circumstances, configuration and customisation costs are recognised as an expense as incurred, except in the limited instances

where these costs result in a separately identifiable intangible asset.

During the previous financial year, the Group commenced the implementation of a new cloud based ERP and Human Resources system, and

at 31 March 2021 costs of £2.2m had been capitalised. The above change in accounting policy has been applied retrospectively and results in a

prior period restatement to the 31 March 2021 primary statements, to recognise these costs as a non-underlying expense within net operating

expense. No costs had been incurred prior to 1 April 2020 and as such there was no impact to the balance sheet as at 31 March 2020, hence

abalance sheet at that date has not been presented.

The effect on the 31 March 2021 balance sheet is a reduction in both intangible assets and retained earnings of £2.2m. The effect on the

31March 2021 cash flow statement is a decrease in cash flows from operating activities of £2.2m, and a corresponding reduction in cash

outflows due to investing activities of £2.2m.

Notes to the consolidated financial statements

AccountsStrategic report Governance

110 – Wincanton plc Annual report and accounts 2022

1. Accounting policies continued

Basis of preparation

The Group financial statements are stated in pounds sterling, which is the Company’s functional and presentational currency, rounded to the nearest

hundred thousand. They are prepared on the historical cost basis except where assets or liabilities are required to be stated at their fair value.

The accounting policies set out below have been applied consistently to all periods presented in these Group financial statements.

Critical accounting judgements and key sources of estimation uncertainty

The preparation of Group financial statements under Adopted IFRS requires management to make judgements, estimates and assumptions

that affect the application of policies and the 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.

The estimates and assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which

theestimate is revised and/or in future periods if applicable.

Management discusses with the Audit Committee the development, selection, application and disclosure of the Group’s critical accounting

estimates and judgements.

Critical judgements in applying the Group’s accounting policies

The following are key judgements that the Directors have made in the process of applying the Group’s accounting policies and that have

themost significant effect on the amounts recognised in the financial statements:

– the presentation of selected items as non-underlying and the use of underlying measures as described in see Note 3 ‘Alternative

Performance Measures’

– the determination of whether any claims against the Group give rise to a possible, probable or remote outflow of economic benefit as

detailed in Note 24 ‘Provisions’ and Note 25 ‘Contingent liabilities’

– the determination of whether goods and services promised in the Group’s contracts with customers represent distinct performance

obligations, and the associated timing of revenue recognition for long term contracts. See Note 1 ‘Accounting policies’, revenue recognition.

Key sources of estimation uncertainty

The Group’s key sources of estimation uncertainty in the reporting period that have a significant risk of causing a material adjustment

tothecarrying amounts of assets and liabilities within the next financial year are shown below:

Defined benefit pension scheme

Details of the Group’s defined benefit arrangements are set out in Note 28 ‘Employee benefits’, including the assumptions made, risk factors and

tables showing the sensitivity of the pension scheme obligations to changes in actuarial assumptions. The effects of changes in the actuarial and

demographic assumptions underlying the Scheme’s obligations, together with experience gains or losses and the return on assets excluding amounts

recognised in net financing costs, are classified as remeasurements in the defined benefit liability and recognised in other comprehensive income.

Insurance provisions

Provisions are liabilities of uncertain timing or amount and therefore judgement is applied in making a reliable estimate of the quantum and

timing. Further information about the assumptions and risk factors is given in Note 24 ‘Provisions’.

The judgements which have had a significant effect on the amounts recognised in the financial statements in relation to the insurance provision were

those relating to the estimation of the provision for claims outstanding, including reported claims and claims incurred but not reported (IBNR).

The Group takes all reasonable steps to ensure that it has appropriate information regarding its claims exposures. The estimates and associated

assumptions are based on historical experience and other factors that are considered to be relevant. An external actuary is appointed to

undertake an annual assessment of certain of the provisions required. The Group adopts a reserving position by applying a measurement basis

which on some policy years is in excess of the external actuary’s best estimate due to developments since the date of the actuary’s report.

Given the uncertainty in establishing claims provisions, actual results may differ from the historical pattern on which these estimates are based

and the cost of settling individual claims may exceed that assumed. It is likely that the final outcome will prove to be different from the original

liability established.

The estimation of the provision for claims IBNR is generally subject to a greater degree of uncertainty than the estimation of the cost of

settling claims already notified to the Group, where more information about the claim event is available. Claims IBNR may often not be

apparent to the insured for a considerable period after the loss event, and classes of business where the IBNR proportion of the total provision

is high will typically display greater variations between initial estimates and final outcomes.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the accounting

period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision

affects both current and future underwriting periods. It is reasonably possible, on the basis of existing knowledge, that outcomes within the next

financial year that are different from the assumption could require a material adjustment to the carrying amount of the asset or liability affected.

Notes to the consolidated financial statements continued

Wincanton plc Annual report and accounts 2022 – 111

1. Accounting policies continued

Insurance provisions continued

Given the diversity of claim types, their size, the range of possible outcomes and the time involved in settling these claims it is impractical

to provide sensitivity analysis on one single measure and its potential impact on the overall insurance provision. Provisions covered by the

actuarial review at the balance sheet date were £18.9m (2021: £5.0m) compared to an actuarial range of £10.9m to £14.4m (2021: £3.2m

to £4.7m), with the scope of the actuarial review being increased to include more recent, immature years. Management have taken into

consideration the actuarial review, the development of larger claims since the actuarial review, and historic development patterns of the

claims in determining the level of provision held.

Other sources of estimation uncertainty

Impairment of assets

Determining whether the Group’s assets are impaired requires an estimation of the value in use of the cash generating units (CGUs) to which the

assets have been allocated. The value in use calculation requires the Directors to estimate the future cash flows expected to arise from the CGUs

anda suitable discount rate in order to calculate present value. Note 13 ‘Impairment’ provides information on the assumptions used in the value

inuse calculations and the amount by which the recoverable amount exceeds the respective carrying amount for each group of CGUs.

Business combinations

When accounting for business combinations using the acquisition method there are key estimates made in determining the fair value of

the opening balance sheet and intangible assets. For the acquisition of Cygnia these included the estimated future cash flows and suitable

discount rate used to value the acquired intangibles. See note 27 for the identifiable assets, liabilities and contingent liabilities acquired

measured at fair value as at the acquisition date.

Climate change

Climate change is a global challenge and has been identified as a principal risk for the Group. The potential impact of climate change has

been considered in a number of areas including our assessments of going concern and viability, goodwill impairment testing and reviews of

property, plant and equipment. However, in our view, climate change does not represent a material estimation uncertainty. For further details

of the Group’s assessment of climate change risks refer to the risk report and to the ESG and sustainability section of the strategic report.

Going concern

The Directors have concluded that it is reasonable to adopt a going concern basis in preparing the financial statements. In adopting the going

concern basis, the Directors have considered Wincanton’s business activities, together with factors likely to affect its future development and

performance, as well as Wincanton’s principal risks and uncertainties.

The adoption of the going concern basis is based on an expectation that the Group will have adequate resources to continue in operational

existence for at least 12 months from the signing of the annual financial statements. For the purpose of this going concern assessment,

the Directors have considered an 18 month period from the balance sheet date, aligned with the business forecasting outlook period, to

30September 2023. The Group has reported a profit before tax of £54.8m for the year ended 31 March 2022 (2021: £46.2m as restated),

netcurrent liabilities of £127.5m (2021: £137.1m) and net assets of £63.6m (2021: net liabilities £1.7m as restated).

The Group’s committed facilities at 31 March 2022 comprise a syndicated Revolving Credit Facility (RCF) of £175.0m, which matures in March

2026. The Group had £150.0m undrawn amounts against the RCF facility as at 31 March 2022. The RCF requires the Group to comply with the

following three financial covenants at 30 September and 31 March each financial year:

– leverage ratio: Consolidated total net borrowings of no more than 3.0 times consolidated EBITDA for the preceding 12 month period

– interest cover: Consolidated EBITDA for the preceding 12 month period is not less than 3.5 times higher than consolidated net finance

charges for the preceding 12 month period

– fixed charge cover: Consolidated EBITDA plus operating lease costs for the preceding 12 month period is not less than 1.4 times higher

thanconsolidated net finance charges plus operating lease costs for the preceding 12 month period.

See Note 30 for the covenant assessment as at 31 March 2022 which shows we have significant headroom across all of the covenants.

In arriving at the conclusion on going concern, the Directors have given due consideration to whether the funding and liquidity resources

above are sufficient to accommodate the principal risks and uncertainties faced by the Group.

The Directors have reviewed the financial forecasts across a range of scenarios. Wincanton has modelled a base case based on revenue and

profit run rates at the end of March 2022 that forms the basis of the budget for the year ended 31 March 2023 and threeyear plan.

The severe but plausible downside case assumes a deterioration in trading performance, with a 10% reduction in profit before tax resulting primarily

from a reduction in budgeted trading from a major customer. This scenario also assumes a deterioration in working capital performance compared to

the base case as a result of delayed cash receipts, as well as a further material unplanned cash outflow linked to a general commercial dispute. On top

of these downsides, an adverse working capital outflow was assumed to occur in the year ended 31 March 2023 to simulate the timing impact of a

high inflationary environment on cash collection within our open book contracts, where receipts are normally collected in arrears.

These downsides would be partly offset by the application of further mitigating actions to the extent they are under management’s control,

including deferrals of capital and other discretionary expenditure, as well as management bonus payment deferral and claiming against

insurance cover to offset any commercial dispute.

AccountsStrategic report Governance

112 – Wincanton plc Annual report and accounts 2022

Notes to the consolidated financial statements continued

1. Accounting policies continued

Going concern continued

In both scenarios, the Group has sufficient liquidity and adequate headroom in the committed facilities set out above to meet its liabilities

as they fall due throughout the forecast period and the Group complies with the financial covenants under the RCF at 30 September and 31

March throughout the forecast period.

The Group has carried out reverse stress tests against the downside case to determine the performance levels that would result in a breach

of covenants. For a breach in covenants to occur during the relevant period, the Group would need to experience a sustained drop in EBITDA

(-50%) versus the downside case throughout the period. The Directors do not consider this scenario to be plausible given the ability of the

Group to continue its operations through the recent pandemic, the customer contract security within the Group and the buoyant nature of

many of the markets within which the Group operates.

Our assessment of the developments in Ukraine and the broader region is that they are not likely to give rise to a material financial impact on the Group,

since the Group does not have any operations outside of the United Kingdom and Ireland. As a result, aside from the modelling of higher costs resulting

from a rising inflationary environment, it has not been deemed necessary to include any further impact of the war in Ukraine within our forecasts.

The Directors have also considered the impact of climate related matters on the Group’s going concern assessment and do not expect this

tohave a significant impact on the going concern assessment throughout the forecast period.

Since performing their assessment, there have been no subsequent changes in facts and circumstances relevant to the Directors’ assessment

of going concern.

Basis of consolidation

The consolidated Group financial statements include the financial statements of the Company and its subsidiary undertakings made up to the

balance sheet date. Businesses acquired or disposed of since then have been accounted for using acquisition accounting principles from or up to

the date that control passed.

Subsidiaries are those entities controlled by the Group. Control is achieved when the Company has power over the investee; is exposed to, or has

rights to, variable return from its involvement with the investee; and has the ability to use its power to affect its returns. The Company reassesses

whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control

listed above. In assessing control, potential voting rights that presently are exercisable or convertible are taken into account. The financial

statements of subsidiaries are included in the consolidated financial statements from or up to the date that control passed.

The results, assets and liabilities of joint ventures are incorporated in these financial statements using the equity method of accounting,

in accordance with IFRS 11 Joint Arrangements and IAS 28 Investments in Associates and Joint Ventures. Under the equity method, a joint

venture is initially recognised in the consolidated balance sheet at cost and adjusted thereafter to recognise the Group’s share of the profit or

loss and other comprehensive income of the joint venture. Intra-group balances, and any unrealised gains and losses or income and expenses

arising from intra-group transactions, are eliminated in preparing the consolidated financial statements. Unrealised gains arising from

transactions with joint ventures are eliminated to the extent of the Group’s interest in the entity. Unrealised losses are eliminated in the same

way as unrealised gains, but only to the extent that there is no evidence of impairment.

Intangible assets

Goodwill

All business combinations are accounted for by applying the acquisition method. Identifiable assets, liabilities and contingent liabilities

acquired are measured at fair value at acquisition date. The consideration transferred is measured at fair value and includes the fair value

ofany contingent consideration.

Where the consideration transferred exceeds the fair value of the net assets, liabilities and contingent liabilities acquired, the excess is

recorded as goodwill. The costs of effecting an acquisition are charged to the income statement in the period in which they occurred.

Goodwill is stated at cost less any impairment losses. Goodwill is allocated to groups of CGUs and is tested annually for impairment.

Other intangible assets

Intangible assets arising under a business combination (acquired intangible assets) are capitalised at fair value as determined at the date

ofacquisition and are stated at that fair value less accumulated amortisation and impairment losses.

Amortisation is charged to the income statement on a straight-line basis over the estimated useful lives of acquired intangible assets from

thedate they are acquired as follows:

Customer relationships six to ten years

Trademarks five years

Acquired software three to five years

The cost of computer software purchased or developed inhouse which has the capacity to generate economic benefits for a period in excess of one year

is capitalised as an intangible asset. Amortisation is charged to the income statement on a straight-line basis over the following estimated useful lives:

Computer software costs three to five years

Major software projects may be amortised over lives of up to ten years.

Wincanton plc Annual report and accounts 2022 – 113

1. Accounting policies continued

Property, plant, equipment and vehicles

Items of property, plant, equipment and vehicles are stated at cost or deemed cost less accumulated depreciation and impairment losses.

Thecost of tangible assets includes directly attributable costs, including appropriate commissioning costs.

Subsequent expenditure

The Group recognises in the carrying amount of an item of property, plant, equipment and vehicles the costs incurred in replacing part

ofsuchan item if it is probable that the future economic benefits will flow to the Group and when the cost can be measured reliably.

Allothersuch costs, including the derecognition of the replaced part of the item, are expensed in the income statement as incurred.

Depreciation

Depreciation is charged to the income statement on a straight-line basis over the estimated useful life of each part of an item of property,

plant and equipment. The estimated useful lives are as follows:

Freehold buildings 50 years

Leasehold improvements remaining life of lease

Plant and equipment, furniture and fittings 5 to 25 years

Office machinery and computers 3 to 5 years

Motor vehicles 5 to 10 years

The range of useful economic lives given reflects the fact that assets held for specific contracts are depreciated over the lives of those

contracts. Climate change is not considered to have a significant impact on the useful lives of items of property, plant and equipment.

Freehold land is not depreciated. The residual value of tangible assets, if significant, is reassessed annually.

Right-of-use assets

Right-of-use assets are initially measured at cost, comprising the initial measurement of the lease liability adjusted for any lease payments

made at or before the commencement date, estimated asset retirement obligations, lease incentives received and initial direct costs.

Subsequently, right-of-use assets are measured at cost, less any accumulated depreciation and any accumulated impairment losses, and are

adjusted for certain remeasurements of the lease liability. Depreciation is calculated on a straight-line basis over the length of the lease.

Right-of-use assets are presented within non-current assets on the face of the balance sheet.

Assets held for sale

Non-current assets are classified as held for sale if their carrying amount will be recovered through a sale transaction rather than through

continuing use. This condition is met only when: the sale is highly probable; the asset is available for immediate sale in its present condition;

and management are committed to the sale which is expected to complete within one year from the date of classification. Assets held for

saleare measured at the lower of carrying amount and fair value less costs to sell.

Inventories

Inventories are stated at the lower of cost and net realisable value. Cost is based on the first-in first-out principle and includes expenditure

incurred in acquiring the inventories and bringing them to their existing location and condition. Net realisable value is the estimated selling

price in the ordinary course of business, less selling expenses.

Trade and other receivables

Trade and other receivables are stated at their fair value on initial recognition and subsequently at amortised cost, i.e. less any

impairment losses.

Receivables that have been sold in accordance with a non-recourse trade receivable financing agreement are derecognised at the date sold.

The Group acts as an intermediate lessor of property assets and equipment. When the Group is an intermediate lessor, it accounts for its

interests in the head lease and the sub-lease separately. The Group accounts for finance leases as finance lease receivables, using the effective

interest rate method.

Cash and cash equivalents and bank overdrafts

Cash and cash equivalents comprise cash balances, restricted cash, call deposits and, for the purpose of the cash flow statement, certain bank

overdrafts. Restricted cash relates to cash deposits held by the Group’s insurance subsidiary with a maximum notice period of 32 days and cannot

be freely transferred to the UK without prior approval. Bank overdrafts that are available for offset, repayable on demand and form an integral

part of the Group’s cash management are included as a component of cash and cash equivalents as presented in the cash flow statement.

In the balance sheet, bank overdrafts are presented within borrowings and other financial liabilities, and are offset against cash when, and only

when, there is a legally enforceable right of set-off and the Group intends either to settle on a net basis or to realise the cash and settle the

overdraft simultaneously.

Trade and other payables

Trade and other payables are stated at their fair value on initial recognition (discounted if material) and subsequently at amortised cost.

AccountsStrategic report Governance

114 – Wincanton plc Annual report and accounts 2022

Notes to the consolidated financial statements continued

1. Accounting policies continued

Foreign currency

Transactions in foreign currencies are translated at the foreign exchange rate ruling at the date of the transaction. Monetary assets and liabilities

denominated in foreign currencies at the balance sheet date are translated into sterling at the foreign exchange rate ruling at that date.

Foreign exchange differences arising on such translation are recognised in the income statement.

The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on consolidation, are translated into sterling

atthe foreign exchange rates ruling at the balance sheet date. The revenues and expenses of foreign operations are translated into sterling at rates

approximating the foreign exchange rates ruling at the dates of the transactions. Foreign exchange differences arising on translation are recognised

through other comprehensive income into a separate component of equity. They are released into the income statement upon disposal.

Lease liabilities

The lease liability is initially measured at the present value of the remaining lease payments over the lease term, discounted using the rate

implicit within the lease or, where this is not available, the Group’s incremental borrowing rate. The lease term comprises the non-cancellable

period of the contract, together with periods covered by an option to extend the lease if the lessee is reasonably certain to exercise that

option; and periods following an option to terminate the lease if the lessee is reasonably certain not to exercise that option based on

operational needs and contractual terms.

Subsequently, the lease liability is measured at amortised cost by increasing the carrying amount to reflect interest on the lease liability and

reducing it by the lease payments over the lease term. The lease liability is remeasured when the Group changes its assessment of whether

itwill exercise an extension or termination option.

Lease liabilities are shown separately on the balance sheet in current liabilities and non-current liabilities depending on the length of the lease term.

Employee benefits

The Group operates both defined contribution and defined benefit pension arrangements. The assets of these arrangements are held in

separate Trustee administered funds independent of the Group. The investment strategy of the Trustee and Group is to maximise investment

returns, with a key area for management attention being to seek to meet the Group’s funded defined benefit obligations. In accordance with

this strategy certain investments are designated at fair value and are accounted for as set out below. The defined benefit arrangements were

closed to future accrual with effect from 31 March 2014.

Defined contribution arrangements

Obligations for contributions to defined contribution pension arrangements are recognised as an expense in the income statement as incurred.

Defined benefit arrangements

The Group’s net obligation in respect of defined benefit pension arrangements is calculated separately for each plan by estimating the amount of

future benefit that employees have earned in return for their service in prior periods; that benefit is discounted to determine the present value, and

the fair value of any Scheme assets is deducted. The discount rate is the yield at the balance sheet date on AA credit rated bonds that have maturity

dates approximating the terms of the Group’s obligations. The calculation is performed by a qualified actuary using the projected unit method.

Defined benefit arrangements continued

Where the calculation results in an asset to the Group, this is limited to the present value of any future refunds from the Scheme or reductions

in future contributions to the Scheme.

Past service costs arising due to plan amendments or curtailments are recognised in the income statement immediately.

Remeasurement gains and losses that arise in calculating the Group’s obligation in respect of a scheme are recognised in full through other

comprehensive income in the statement of comprehensive income.

Share based payment transactions

The Group has applied the requirements of IFRS 2 Share-based Payments to the grants of options made under the Long Term Incentive

Plan (LTIP).

The Group issues options under equity-settled share based incentive schemes to certain employees which are measured at the date of grant as the

fair value of the employee services required in exchange for the grant. The fair value determined is expensed on a straight-line basis over the vesting

period, based on the Group’s estimate of shares that will eventually vest and adjusted for the effect of non-market based vesting conditions.

Fair value is measured by an external valuer using the Binomial, Monte-Carlo or scenario-modelling methods as appropriate. The expected life

assumptions used in the models have been adjusted, based on management’s best estimate, for the effects of non-transferability, exercise

restrictions and behavioural considerations.

A number of shares in the Company are held in trust on behalf of employees who hold options under the Group’s equity-settled share based

incentive schemes. Such shares are held by an employee benefit trust and are treated as treasury shares and shown in the balance sheet

asadeduction from equity.

Other share schemes

Shares awarded on a matching basis to employees participating in the Company’s Share Incentive Plan are purchased at the prevailing market

rate. The shares purchased are held in a separately administered offshore trust for the benefit of the Plan participants.

Wincanton plc Annual report and accounts 2022 – 115

1. Accounting policies continued

Interest-bearing borrowings

Interest-bearing borrowings are recognised initially at fair value, less attributable transaction costs. Subsequent to initial recognition, interest-

bearing borrowings are stated at amortised cost with any difference between cost and redemption value being recognised in the income

statement over the period of the borrowings on an effective interest basis.

Provisions

A provision is recognised in the balance sheet when the Group has a present 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.

The Group provides for property provisions on a site by site basis due to the unique nature and location of each site. Provision is made for the best

estimate of the expected dilapidations assessment, and the expected cost of empty or under-utilised properties on short term leases for which

the practical expedient to exclude from IFRS 16 Leases has been applied. Dilapidations are provided for specific individual properties where the

outflow of resources is probable and the amount of the obligation can be reliably estimated. Where significant, amounts are discounted.

The Group provides for insurance claims on an appropriate discounted basis depending on the expected timing of their settlement. Provision

ismade for the estimated costs of claims arising from past events based on the advice of the Group’s external insurance advisers.

Other provisions include those for restructuring, onerous contracts, sundry claims and settlements. A restructuring provision is recognised

only when a constructive obligation exists, with the amount recognised based on the estimated liability.

Impairment

The carrying amounts of the Group’s assets, other than inventories and deferred tax assets, are reviewed at each balance sheet date to

determine whether there is any indication of impairment, including any impacts arising from climate change. If any such indication exists,

theasset’s recoverable amount is estimated. In addition, goodwill is tested for impairment at least annually. The two exceptions above

aredealt with as per the separate applicable accounting policy.

The Group applies the simplified approach permitted by IFRS 9 Financial Instruments, which requires the application of a lifetime expected

loss provision to trade receivables, contract assets, contract receivables and lease receivables. The provision calculations are based on historic

credit losses for each segment adjusted to reflect current and forecast conditions at the reporting date. This approach is followed unless there

are specific circumstances which would render the receivable irrecoverable and therefore require a specific provision. These circumstances are

specific to each customer and subject to management judgement based upon indicators such as a change in customer credit rating or a change

in payment patterns. A provision is made against trade receivables, contract assets, contract receivables and lease receivables until such time

as the Group believes the amount to be irrecoverable, after which the balance is written off. For amounts owed by subsidiary undertakings,

which are repayable on demand, any expected credit losses are based on the assumption that repayment is demanded at the balance sheet

date and with reference to the subsidiary undertaking’s access to accessible highly liquid assets.

A CGU is the smallest identifiable group of assets that generates cash inflows that are largely independent of the cash inflows from other

assets or groups of assets. An impairment loss is recognised whenever the carrying amount of an asset or CGU exceeds its recoverable amount.

Impairment losses are recognised in the income statement. Impairment losses recognised in respect of CGUs are allocated first to reduce the

amount of goodwill allocated to the applicable CGU and then to reduce the carrying amount of the other assets in the unit on a pro rata basis.

Calculation of recoverable amount

The recoverable amount of the Group’s receivables carried at amortised cost is calculated as the present value of expected future cash flows,

discounted at the original effective interest rate inherent in the asset. Receivables with a short duration are not discounted.

The recoverable amount of other assets is the greater of their fair value less costs to sell and value in use. In assessing value in use, the

estimated future cash flows are discounted to their present value.

For an asset that does not generate largely independent cash inflows, the recoverable amount is determined for the CGU orgroup of CGUs

towhich the asset belongs, such as the majority of right of use assets.

Reversals of impairment

An impairment loss in respect of goodwill is not reversed. An impairment loss in respect of a receivable carried at amortised cost is reversed

only to the extent that the carrying amount does not exceed the carrying amount that would have been determined if no impairment loss

hadbeen recognised and if the reversal can be related objectively to an event occurring after the impairment was recognised.

In respect of other assets, an impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount.

AccountsStrategic report Governance

116 – Wincanton plc Annual report and accounts 2022

Notes to the consolidated financial statements continued

1. Accounting policies continued

Revenue recognition

The Group’s contracts with customers are typically for the provision of supply chain management services, being transport and warehousing services

(including transportation, planning, home delivery, eFulfilment, warehouse management, operation of automated facilities and co-packing). The Group

recognises revenue from these contracts as the performance obligations to deliver the products and services under these contracts are satisfied. This is

usually over time as the customer simultaneously receives and consumes the benefits provided and normally comprises a single performance obligation,

being a series of distinct goods or services that are substantially the same and have the same pattern of transfer to the customer.

Revenue is recognised based on the amount of consideration expected to be received in exchange for satisfying the performance obligations

identified in the contracts with customers.

Open book contracts will typically cover costs incurred plus either a fixed or variable management fee. Where the Group has the right to invoice the

customer at an amount that corresponds directly with performance to date, the practical expedient is applied to recognise revenue at that amount.

Where the Group does not have the right to invoice the customer in line with performance to date, the input method using costs incurred

isapplied to measure progress of performance to date.

On closed book contracts, revenue is typically earned based on a pre-agreed rate card and is typically per unit, delivery or km travelled. The Group

applies the practical expedient to recognise revenue at the amount the Group has the right to invoice the customer in line with performance to date.

Variable revenue linked to performance measures, such as key performance indicators (KPIs) and gain-share mechanisms, can arise on both

open and closed book contracts. Variable revenue is estimated monthly on a contract by contract basis. Amounts of variable revenue recognised

are not significant and are not deemed materially sensitive. Variable revenue is constrained and only recognised to the extent that it is highly

probable that a significant reversal of the cumulative revenue recognised will not take place. As a result of the constraint, generally, the expected

KPI revenue or penalties are recognised on certain contracts when the performance of those contracts meets or falls short of the targets set, and

expected gain-share revenue is recognised on certain contracts when the impact of any cost saving initiatives has been agreed with the customer.

Payments made to customers that are not for the provision of distinct goods or services, are recognised as a rebate at the latter of: when

revenue is recognised for the related services; or when it is paid or promised to be paid.

The Group does not have any contracts which include a significant financing arrangement and therefore does not adjust its transaction price

for the time value of money.

Where payments are received in advance of revenue being recognised they are included as contract liabilities. Where revenue is recognised

in advance of amounts being invoiced, it is reported as a contract receivable. Where a payment has been made to a customer, which is not

inexchange for goods and services and it is in advance of the goods or services provided to the customer, it is reported as a contract asset.

Contract modifications typically arise by either: an extension to the contract term or an amendment to the rates charged. Where an extension to

the contract provides additional distinct services at a standalone selling price it is treated as a separate contract. Where a modification relates to

a change in rate, although the scope of the contract has not increased, the remaining services provided are distinct from the services transferred

before the modification and therefore these modifications are treated as a termination of the existing contract and the creation of a new contract.

Contract fulfilment assets include costs of obtaining a contract and costs to fulfil a contract. Costs to obtain a contract are those costs

incurred in obtaining a contract that would not have been incurred if the contract had not been obtained, for example sale bonuses.

Incremental costs of obtaining a contract have not been capitalised where the amortisation period for the asset is one year or less.

Costs to fulfil a contract include the costs of setting up and managing projects and/or to transition the operations covered by the customer

contract to the Group. An asset is recognised where those costs are specific to a contract, generate or enhance resources that will be used to

satisfy the performance obligations of the contract and are expected to be recovered. Where fees are received in connection with such costs

and there is no transfer of goods or services to the customer, these fees are deferred and recognised over the term of the contract. Contract

fulfilment assets are recognised over the term of the contract to which they relate.

Expenses

Government grants

Income from government grants is recognised when there is reasonable assurance that the Group has complied with the conditions attached

to the grant and that the grant will be received. Government grants received from the Coronavirus Job Retention Scheme (furlough) are

recognised as a credit against the related staff costs and not as an item of other income.

Income received under the Research and Development Expenditure Credit (RDEC) is recognised as other income.

Lease payments

The Group has elected to apply exemptions for short term leases and leases for which the underlying asset is of low value.

For these leases, payments are charged to the income statement on a straight-line basis over the term of the lease.

Net financing costs

Net financing costs comprise interest payable on borrowings, lease liabilities, and other charges less interest income and the interest on the

net defined benefit pension asset.

Interest payable on borrowings is calculated using the effective interest rate method. The interest expense on lease liabilities is calculated

using the discount rate applied on inception of the lease. Other charges include bank fees, amortisation of bank arrangement fees and

unwinding of discounts.

Interest income includes interest receivable on funds invested and gains on hedging instruments, and these are recognised in the income

statement as they accrue.

Wincanton plc Annual report and accounts 2022 – 117

1. Accounting policies continued

Taxation

Tax on profits or losses for the year comprises current and deferred tax and is recognised in the income statement except to the extent that

itrelates to items recognised in other comprehensive income or directly in equity, in which case it is recognised in the relevant component.

Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the balance

sheet date, and any adjustment to tax payable in respect of previous years.

Deferred tax is provided 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 goodwill and the initial recognition of assets or liabilities that affect neither accounting nor taxable

profit. 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 against which the asset

canbe utilised. Deferred tax assets are reduced to the extent that it is no longer probable that the related tax benefit will be realised.

Operating segments

Operating segments are identified on the basis of information that is provided to the Chief Executive Officer (CEO) to allocate capital and

resources and to assess performance. The CEO is a member of the Executive Management Team and the Board, and is the Group’s Chief

Operating Decision-Maker. The Group is structured as a single operating segment with one segment manager who reports to the CEO.

Details of additions to non-current assets, which are all held in the UK, are included in Notes 11, 12, 14 and 28.

Dividends

Dividends are recognised in the period in which they are declared and approved, or paid.

Alternative Performance Measures(APMs)

Underlying results are used in the day to day management of the Group. Definitions and a description of the use of these non-GAAP measures

as shown in Note 3.

2. Contract revenue and costs

Contract revenue

Customer contracts comprise single performance obligations, being a series of distinct goods and services satisfied over time as the services

are substantially the same and have the same pattern of transfer to the customer. They are typically for the provision of supply chain

management services, being transport and warehousing services (including transportation, planning, home delivery, eFulfilment, warehouse

management, operation of automated facilities and co-packing), with revenue generally being recognised over time.

Disaggregation of revenue

Customer contracts are disaggregated by business unit. Further detail is given in the table below:

2022

£m

2021

£m

eFulfilment 223.2 144.4

Grocery & Consumer 517.6 447.0

General Merchandise 396.4 334.3

Public & Industrial 284.2 245.6

Containers and Pullman Fleet Services – 50.6

Revenue from contracts with customers 1,421.4 1,221.9

Revenue from open book contracts totalled £1,025.2m (2021: £848.2m) and from closed book contracts £396.2m (2021: £373.7m).

Revenue of £319.5m (2021: £274.7m) and £172.1m (2021: £134.8m) arose from sales to the Group’s two largest single customers, being groups

of companies under common control. No other single customer or group of customers under common control contributed 10% or more to the

Group’s revenue in either the current or prior year.

Revenue includes £1,407.3m (2021: £1,209.9m) in respect of customers based in the UK.

AccountsStrategic report Governance

118 – Wincanton plc Annual report and accounts 2022

Notes to the consolidated financial statements continued

2. Contract revenue and costs continued

Contract costs

The following table shows assets recognised from costs incurred to obtain contracts or fulfil contracts:

2022

£m

2021

£m

Costs to obtain contracts 1.2 0.9

Costs to fulfil contracts 3.2 3.3

Total 4.4 4.2

Costs to obtain contracts relate to sales bonuses paid as a result of obtaining contracts. These costs are amortised on a straight-line basis over

the period of the contracts obtained. During the period, the amount of amortisation was £0.2m (2021: £0.1m). Costs to fulfil contracts relate

to project management costs and other costs incurred as a result of setting up and managing projects. These costs are amortised on a straight-

line basis over the period of contract. During the period, the amount of amortisation was £1.1m (2021: £1.1m). There was no impairment loss in

relation to the costs capitalised.

The Group applies the practical expedient in paragraph 94 of IFRS 15 and recognises the incremental costs of obtaining a contract as an

expense in the income statement when incurred, if the amortisation period of the asset which would otherwise have been recognised is

oneyear or less.

3. Alternative performance measures (APMs)

The alternative performance measures (APMs) or underlying results reported in this Annual Report and Accounts represent statutory

measures adjusted for items which management consider could distort the understanding of performance and comparability year on year.

APMs are used by the Board to assess the Group’s performance and are applied consistently from one period to the next. They therefore

provide additional useful information for shareholders on the underlying performance and position of the Group but should not be viewed

in isolation. Additionally, underlying profit before tax is used in determining Annual Bonus payments and underlying EPS is used as a

key performance indicator for most awards under the LTIP share incentive scheme. These measures are not defined by IFRS and are not

intended to be a substitute for IFRS measures. Wincanton’s underlying measures may not be comparable to similarly titled measures used

byothercompanies.

The Group presents underlying EBITDA, operating profit, profit before tax and EPS which are calculated as the statutory measures stated

before non-underlying items. These are items which the Directors consider separate disclosure would assist both in a better understanding

ofthe financial performance achieved and in making projections of future results. A balanced approach to both gains and losses is applied,

tobe both consistent and clear in the accounting and disclosure of such items.

The Group identifies items as non-underlying based on the following principles:

– items that are significant in nature. The event or transaction is clearly unrelated to, or only incidentally related to, the trading activities

ofthe Group or the event or transaction would not reasonably be expected to recur in the foreseeable future; and/or

– items that are significant in size. The event is considered significant in size and therefore distorts the underlying results.

In addition, the Group will always disclose the items below as ‘non-underlying items’ for the following reasons:

– amortisation charges relating to acquired intangible assets. This relates to an acquisition event and therefore irregular in nature. The

intangible assets identified are primarily customer contracts and relationships which are not recognised other than through an acquisition.

In order for the profitability of the contracts acquired to be treated consistently with those of the existing business, the amortisation

charges are presented as non-underlying

– profits or losses arising on the disposal of continuing or discontinued operations. These items are by their nature irregular. There are likely to

be gross impacts that are material even if the net impact is not

– adjustments to amounts previously reported as non-underlying. Where an amount has been initially presented as non-underlying any

adjustment to this amount is also reported as non-underlying

– the tax impact of non-underlying items. The tax impact may not be material on an item, however it is appropriate for the tax treatment to

follow the treatment of the item as non-underlying.

EBITDA refers to earnings (operating profit) before interest, tax, depreciation of property, plant and equipment and right-of-use assets and

amortisation of finite-lived intangible assets. This measure also excludes the impact of impairment of non-current assets.

Other APMs used are net debt and free cash flow, which relate to liquidity. Net debt is the sum of cash and bank balances, bank loans and

overdrafts and other financial liabilities excluding lease liabilities (see Note 30). Free cash flow is defined as the movement in net debt before

pension payments, dividends and the acquisition of own shares.

Wincanton plc Annual report and accounts 2022 – 119

3. Alternative performance measures (APMs) continued

A reconciliation between statutory IFRS operating profit and underlying operating profit is given below. Details of underlying EPS can be

found in Note 9.

2022 2021

Underlying

£m

Non-

underlying

£m

Total

£m

Underlying

£m

Non-

underlying

(Restated)

£m

Total

(Restated)

£m

Revenue 1,421.4 – 1,421.4 1,221.9 – 1,221.9

Cost of sales (1,339.5) – (1,339.5) (1,149.3) – (1,149.3)

Gross profit 81.9 – 81.9 72.6 – 72.6

Other income and gains on disposal ofassets 4.1 1.4 5.5 0.8 1.7 2.5

Administrative expenses (21.3) (4.7) (26.0) (21.7) (2.7) (24.4)

Share of results of associate – – – 0.1 – 0.1

Operating profit 64.7 (3.3) 61.4 51.8 (1.0) 50.8

1 Comparatives have been restated due to a required change in accounting policy as explained in Note 1 ‘Accounting policies’.

Non-underlying items

Non-underlying items are as follows:

2022

£m

2021

(restated)

£m

Cloud computing configuration and customisation costs (4.1) (2.2)

Acquisition related costs (1.0) 0.2

Amortisation of acquired intangibles (0.6) –

Release of warranty provision 1.0 –

Gain on disposal of businesses 0.9 0.4

Net profit on disposal of assets including freehold property 0.5 1.3

Pension Scheme – Guaranteed Minimum Pension (GMP) – (0.7)

(3.3) (1.0)

a) Cloud computing configuration and customisation costs

Following the IFRS Interpretation Committee agenda decision published in April 2021, the Group has revised its accounting policy regarding

the customisation and configuration costs incurred when implementing a SaaS software arrangement.

The Group is currently undertaking a major systems implementation for new cloud computing software, resulting in costs of £4.1m being recognised

as an expense. In addition, £2.2m of implementation costs were incurred in the year to 31 March 2021 and comparatives have been restated as

detailed in Note 1. The first phase of the implementation has gone live and was achieved on time and to budget. To complete this project over the

next twelve months, a similar cost to this year is expected to be incurred which will be treated as a non-underlying cost.

Due to the size and nature of these costs they are presented as a non-underlying item as they are not reflective of underlying performance.

b) Acquisition related costs

As part of the acquisition of Cygnia, the Group has incurred acquisition related costs, professional fees and integration costs of £1.0m which

have been recognised as an expense as required by IFRS 3 Business combinations.

In the prior year, a balance related to estimated costs of aborted M&A activities was released following the conclusion of these bids.

c) Amortisation of acquired intangibles

As part of the acquisition of Cygnia the Group has recorded finite-life intangible assets identified as part of the purchase price allocation

accounting in line with IFRS 3 Business combinations (see Note 27). The amortisation of these finite-life intangibles is presented in non-

underlying with a total expense in the period of £0.6m.

d) Release of warranty provision

The Group has released the value of a potential claim under a historic warranty provision, dating back to 2015, as any outflow of economic

benefits is now considered to be remote. As the original provision was recognised as a non-underlying item, the write-back has been

recognised in a consistent manner.

AccountsStrategic report Governance

120 – Wincanton plc Annual report and accounts 2022

Notes to the consolidated financial statements continued

3. Alternative performance measures continued

e) Gain on disposal of businesses

In the year ended 31 March 2022, £0.9m of contingent consideration was recognised related to the Group’s disposal of its Containers business

in October 2020, which has been recognised as non-underlying consistent with the presentation of the profit on disposal recognised in the

prior year. The contract terms allow for further sums to be received until January 2024.

During the year ended 31 March 2021, the Group disposed of its Containers business for consideration comprising cash plus contingent

consideration based on volumes associated with one contract, and the Group also disposed of its Pullman Fleet Services business. A profit

ondisposal of £0.4m was recognised in the prior year on the disposal of these two businesses.

f) Net profit on disposal of assets including freehold properties

Profits and losses arising on the disposal of significant assets are considered non-underlying as these transactions are only incidentally related

to the trading activities of the Group. During the current and prior year the Group disposed of a number of specialist vehicles that were not

required for ongoing operations. A profit on disposal of £0.5m has been recognised in the year (2021: £0.8m).

In addition, in the prior year, £0.5m of transition costs were released following completion of the disposal of two freehold properties.

g) Pension Scheme – Guaranteed Minimum Pension (GMP)

A past service cost of £0.7m was recognised in the prior year as an estimate of the impact of equalising historic pension benefits for men and

women, and this was accounted for as a non-underlying item. This followed the judgement of the High Court of Justice of England and Wales

issued In November 2020.

4. Operating profit

Note

2022

£m

2021

£m

The following items have been charged/(credited) in arriving at operating profit:

Auditor’s remuneration:

Audit fees for statutory audit services:

– parent Company 0.2 0.1

– subsidiary undertakings 0.5 0.3

Non-audit fees:

– fees paid to the auditor and its associates for assurance services 0.1 0.1

Amortisation: acquired intangibles 11 0.6 –

Amortisation: software intangibles 11 1.0 1.9

Depreciation: property, plant, equipment and vehicles 12 7.6 7.2

Impairment charges: property, plant, equipment and vehicles 13 – 1.7

Impairment charges: right-of-use assets 13, 14 0.4 2.2

Depreciation: right-of-use assets 14 34.6 32.0

Short term leases:

– plant and equipment 5.1 1.7

– land and buildings 1.8 1.7

Government grants and other support 5 (0.5) (8.0)

5. Government grants and other support

The Group has submitted a claim under the Research and Development Expenditure Credit (RDEC) scheme for expenditure incurred on

qualifying research and development for £0.1m. The credit due to the Group is equal to 13.0% of qualifying expenditure (2021: 12.0%) and

isgiven as a taxable credit payable as cash or as an offset against corporation tax liabilities. During the year, the Group has recognised a

creditof £0.5m (2021: £0.8m), net of fees, in other income in respect of RDEC claims for the years ended 31 March 2020 and 31 March 2021.

No claims were made during the year for financial support from the UK Government relating to Covid-19. During the prior year the Group

received £12.8m in government grants from the Coronavirus Job Retention Scheme (furlough), of which £5.8m was subsequently repaid.

TheGroup elected to recognise the grant as a credit against the related staff costs and not as an item of other income.

Wincanton plc Annual report and accounts 2022 – 121

6. Personnel expenses, including Directors

Note

2022

£m

2021

£m

Wages and salaries 607.1 542.2

Share based payments (including IFRS 2 fair value charges) 29 0.5 1.3

Social security contributions 63.1 54.7

Contributions to defined contribution pension arrangements 28 36.7 34.0

707.4 632.2

2022 2021

Average number of persons employed by the Group (including Directors) during the year

Warehouse 10,802 9,952

Transport 6,024 5,945

Administration 3,326 3,248

Total 20,152 19,145

Directors’ emoluments

2022

£’000

2021

£’000

Salaries 768 704

Bonus 286 473

Other benefits 67 128

Pension-related benefits 65 57

Non-executive Directors’ fees 468 459

Total emoluments 1,654 1,821

The aggregate of the amount of gains made by Tim Lawlor and James Wroath on exercise of share options during the year was £169,700 (2021:

£173,000). The element of the share based payment expense attributable to the Directors was £0.4m (2021: £0.3m). Contributions were made

for two Directors of the Company to the defined contribution pension scheme. Full details of each individual Director’s emoluments, bonuses,

share options and pension entitlements are given in the Directors’ remuneration report on pages 75 to 88.

7. Net financing costs

Note

2022

£m

2021

£m

Interest income – 0.1

Interest on the net defined benefit pension asset 28 1.1 2.3

1.1 2.4

Interest expense (2.1) (2.8)

Interest on lease liabilities (5.2) (3.8)

Unwinding of discount on provisions 24 (0.4) (0.4)

(7.7) (7.0)

Net financing costs (6.6) (4.6)

AccountsStrategic report Governance

122 – Wincanton plc Annual report and accounts 2022

Notes to the consolidated financial statements continued

8. Income tax expense

Recognised in the income statement

2022

£m

2021

£m

Current tax expense/(income)

Current year 3.6 5.0

Adjustments for prior years 4.5 (1.1)

8.1 3.9

Deferred tax expense/(income)

Current year 3.7 3.6

Adjustments for prior years (4.9) (0.4)

(1.2) 3.2

Total income tax expense 6.9 7.1

2022

£m

2021

£m

Reconciliation of total income tax expense

Profit before tax 54.8 48.4

Income tax using the UK corporation tax rate of 19% (2021: 19%) 10.4 9.2

Non-deductible expenditure 0.1 0.2

Prior year research and development tax credits – (0.2)

Non-taxable income included in non-underlying items – (0.6)

Tax incentives – super capital allowances (1.4) –

Change in UK corporation tax rate (1.8) –

Adjustments for prior years:

– current tax 4.5 (1.1)

– deferred tax (4.9) (0.4)

Total tax expense for the year 6.9 7.1

Recognised in other comprehensive income

2022

£m

2021

£m

Items which will not subsequently be reclassified to the income statement:

Remeasurements of defined benefit pension liability 11.8 (12.4)

Impact of change in UK corporation tax rate 2.9 –

Total recognised in other comprehensive income 14.7 (12.4)

Recognised directly in equity

2022

£m

2021

£m

Current tax on share based payment transactions (0.3) –

Deferred tax on share based payment transactions (0.1) (0.5)

Total recognised directly in equity (0.4) (0.5)

The main UK corporation tax rate remained at 19% (2021: 19%). The Finance Bill 2021 increases the corporation tax rate to 25% as from 1 April 2023.

This Bill was substantively enacted on 24 May 2021 and therefore has been incorporated into the deferred tax balance at 31 March 2022.

The Group maintains an immaterial provision against tax risks, which is included within income tax payable.

The total tax expense above includes a tax credit on non-underlying items of £0.6m (2021: £0.4m).

Wincanton plc Annual report and accounts 2022 – 123

9. Earnings per share

The basic earnings per share of 38.6p (2021: 31.5p as restated) is calculated based on the profit attributable to the equity shareholders of

Wincanton plc of £48.0m (2021: £39.1m as restated) and the weighted average shares in issue excluding those held within an Employee Benefit

Trust throughout the year as calculated below of 124.1m (2021: 124.0m). The diluted earnings per share calculation is based on there being

1.4m (2021: 1.4m) additional shares deemed to be issued at £nil consideration under the Company’s share option schemes.

2022

millions

2021

millions

Weighted average number of Ordinary Shares (basic)

Issued Ordinary Shares at the beginning of the year

124.1 123.9

Net effect of shares issued and purchased during the year – 0.1

124.1 124.0

Weighted average number of Ordinary Shares (diluted)

Weighted average number of Ordinary Shares for the year (as above) 124.1 124.0

Effect of share options in issue 1.4 1.4

125.5 125.4

1 The number of shares excludes 0.7m Ordinary Shares (2021: 0.4m), being the weighted average number of the Company’s own shares held within

anEmployee Benefit Trust.

An alternative earnings per share measure is set out below, being earnings before non-underlying items, including exceptional items,

amortisation of acquired intangibles and related tax where applicable, since the Directors consider that this provides further information

onthe underlying performance of the Group:

2022

pence

2021

pence

Underlying earnings per share

– basic 40.8 32.0

– diluted 40.3 31.7

Underlying earnings are determined as follows:

Note

2022

£m

2021

(Restated)

£m

Profit for the year attributable to equity shareholders of Wincanton plc 47.9 39.1

Non-underlying items 3 3.3 1.0

Tax impact of non-underlying items (0.6) (0.4)

Underlying earnings 50.6 39.7

1 The comparatives have been restated due to a change in accounting policy as explained in Note 1 ‘Accounting policies’.

Underlying earnings and underlying earnings per share for the year ended 31 March 2021 include the results of the Containers and Pullman

Fleet Services businesses, which were sold during that year.

10. Dividends

Dividends paid in the year comprise:

2022

£m

2021

£m

Final dividend for the year ended 31 March 2021 of 7.5p per share (2020: £nil) 9.4 –

Interim dividend for the year ended 31 March 2022 of 4.00p per share (2021: 2.85p) 4.9 3.5

14.3 3.5

The Directors are proposing a final dividend of 8.0p per share for the year ended 31 March 2022 (2021: 7.50p) which, if approved by

shareholders, will be paid on 5 August 2022 to shareholders on the register on 15 July 2022, an estimated total of £10m. The proposed final

dividend is subject to approval by shareholders at the Annual General Meeting on 12 July 2022 and in accordance with accounting standards

has not been included as a liability in these financial statements.

The Employee Benefit Trust has waived the right to receive dividends in respect of the shares it holds, see Note 25 ‘Capital and reserves’ for

further detail.

AccountsStrategic report Governance

124 – Wincanton plc Annual report and accounts 2022

Notes to the consolidated financial statements continued

11. Goodwill and intangible assets

Note

Goodwill

£m

Acquired

intangibles

£m

Computer

software

costs

(Restated)1

£m

Total

£m

Cost

At 1 April 2020 80.1 66.5 45.6 192.2

Effect of movements in foreign exchange (0.2) – – (0.2)

Additions – – 1.1 1.1

Disposals – (14.1) – (14.1)

At 31 March 2021 79.9 52.4 46.7 179.0

At 1 April 2021 79.9 52.4 46.7 179.0

Additions – – 0.5 0.5

Acquired on business combination 27 20.0 6.8 0.4 27.2

Disposals – – (37.2) (37.2)

At 31 March 2022 99.9 59.2 10.4 169.5

Amortisation and impairment losses

At 1 April 2020 (2.5) (66.5) (37.6) (106.6)

Charge for year – – (1.9) (1.9)

Disposals – 14.1 – 14.1

At 31 March 2021 (2.5) (52.4) (39.5) (94.4)

At 1 April 2021 (2.5) (52.4) (39.5) (94.4)

Charge for year – (0.6) (1.0) (1.6)

Disposals – – 37.2 37.2

At 31 March 2022 (2.5) (53.0) (3.3) (58.8)

Carrying value

At 31 March 2020 77.6 – 8.0 85.6

At 31 March 2021 77.4 – 7.2 84.6

At 31 March 2022 97.4 6.2 7.1 110.7

1 Certain comparatives have been restated due to a required change in accounting policy as explained in Note 1 ‘Accounting policies’.

Assets under construction of £0.6m (2021: £6.7m) are included within computer software costs.

The total amortisation charge of £1.6m (2021: £1.9m) is recognised in the income statement within net operating costs.

Details of the impairment testing carried out is included in Note 13 ‘Impairment’.

Wincanton plc Annual report and accounts 2022 – 125

12. Property, plant, equipment and vehicles

Note

Property

£m

Plant,

equipment

and vehicles

£m

Total

£m

Cost

At 1 April 2020 20.1 115.1 135.2

Additions 4.0 4.2 8.2

Disposals (5.0) (21.0) (26.0)

Transfer to assets held for resale – (2.3) (2.3)

At 31 March 2021 19.1 96.0 115.1

At 1 April 2021 19.1 96.0 115.1

Additions 0.9 9.8 10.7

Acquired on business combination 27 0.2 3.5 3.7

Disposals – (5.8) (5.8)

At 31 March 2022 20.2 103.5 123.7

Depreciation and impairment losses

At 1 April 2020 (18.3) (90.3) (108.6)

Charge for year (0.9) (6.3) (7.2)

Impairment of assets 13 – (1.7) (1.7)

Disposals 5.8 16.2 22.0

Transfer to assets held for resale – 1.4 1.4

At 31 March 2021 (13.4) (80.7) (94.1)

At 1 April 2021 (13.4) (80.7) (94.1)

Charge for year (1.4) (6.2) (7.6)

Disposals – 3.9 3.9

At 31 March 2022 (14.8) (83.0) (97.8)

Carrying amount

At 31 March 2020 1.8 24.8 26.6

At 31 March 2021 5.7 15.3 21.0

At 31 March 2022 5.4 20.5 25.9

Within plant, equipment and vehicles £2.8m (2021: £0.1m) relates to assets under construction.

The carrying amount of property comprises:

2022

£m

2021

£m

Freehold 1.2 1.6

Leasehold improvements 4.2 4.1

5.4 5.7

Capital commitments for the Group at the end of the financial year for which no provision has been made are £1.0m (2021: £0.1m).

AccountsStrategic report Governance

126 – Wincanton plc Annual report and accounts 2022

Notes to the consolidated financial statements continued

13. Impairment

Impairment tests for goodwill

The carrying value for goodwill is tested for impairment on an annual basis or more frequently if there are indicators that it may be impaired.

Goodwill is allocated to the single operating segment, the Group as a whole, being a CGU.

The recoverable amount of the CGU is determined based on value in use calculations. These calculations are cash flow projections based on the

financial budgets and forecasts approved by the Board for the forthcoming financial year and 24 months beyond. The financial budgets and

forecasts have been set on a contract by contract basis, taking account of prior year results and expected developments. The potential impact

of climate change was also considered as this has been identified as a principal risk for the Group, however no adjustments were required

to specifically reflect the effects of climate change. Cash flows beyond those 12 month and further 24 month periods are extrapolated to

perpetuity using the estimated long term growth rates stated below, which do notexceed the long term average growth in the specific

geographical area where the CGU operates.

Key assumptions used for value in use calculations:

2022 2021

% %

Estimated growth rate 1.3 1.3

Discount rate 10.8 14.0

Management determined the growth rates based on expectations for market development and these are consistent with external forecasts

and historical trends. The methodology for determining the pre-tax discount rates is consistent with the prior year.

The estimated recoverable amount exceeds the carrying amount by approximately £741.6m (2021: £335.4m). The Group has conducted

sensitivity analysis on the impairment testing. Management believe no reasonably possible change in the key assumptions would result

inanimpairment.

Impairment tests for assets with finite lives

The Group reviews the carrying amount of non-current assets with finite useful lives when events and circumstances indicate that an asset may be

impaired. Impairment tests are performed by comparing the carrying amount of assets held in a CGU with its recoverable amount. Management

considers each contract to be a CGU, except where resources are shared, in which case they are combined into one CGU. Recoverable amount is

the higher of the fair value less costs of disposal and the value in use. An impairment loss is recognised whenever the carrying amount of a CGU

exceeds its recoverable amount.

Recoverable amounts have been determined as value in use, using estimated future cash flows over the remaining contract term discounted

totheir present value using a pre-tax discount rate of 10.8% (2021: 14.0%).

From the CGU impairment reviews performed in the current year, the only impairment of assets required related to specialist leased assets

used for a contract that was terminated prematurely. The residual right-of-use asset was impaired by £0.4m to its value in use amount and

theimpairment chargewas included in net operating costs. There were no further impairments required in the year ended 31 March 2022.

In the prior year assets were impaired by £2.3m as a result of deteriorating market conditions. The impairment chargewas included in net

operating costs.

In addition, a right-of-use asset previously used by the Pullman Fleet Services business but not transferred on disposal was also impaired

by£1.6m. The impairment charge associated with the disposal was reported as a non-underlying item.

The split of the impairment charges between underlying and non-underlying and the allocation toassets is shown in the table below:

2022 2021

Underlying

£m

Non-

underlying

£m

Underlying

£m

Non-

underlying

£m

Plant and equipment – – 1.7 –

Right-of-use assets 0.4 – 0.6 1.6

0.4 – 2.3 1.6

Wincanton plc Annual report and accounts 2022 – 127

14. Right-of-use assets

Note

Property

£m

Non-

property

£m

Total

£m

At 1 April 2020 63.6 45.9 109.5

Additions 29.6 26.4 56.0

Depreciation (12.2) (19.8) (32.0)

Impairment of assets 13 (1.6) (0.6) (2.2)

Disposals (0.3) (1.7) (2.0)

Carrying amount at 31 March 2021 79.1 50.2 129.3

At 1 April 2021 79.1 50.2 129.3

Additions 47.4 23.2 70.6

Acquired on business combination 27 30.3 0.8 31.1

Depreciation (16.7) (17.9) (34.6)

Impairment of assets 13 – (0.4) (0.4)

Disposals – (7.0) (7.0)

Carrying amount at 31 March 2022 140.1 48.9 189.0

An analysis of the related lease liabilities is set out in Note 22 ‘Lease liabilities’ and Note 30 ‘Financial instruments’.

15. Investments including those equity accounted

At 31 March 2021 the Group held an investment in a joint venture company, with a carrying value of £0.2m. During the year ended 31 March

2022, the Group’s interest in the joint venture was sold to the other joint venture party, realising an immaterial loss on disposal.

16. Deferred tax assets and liabilities

Recognised deferred tax assets and liabilities

Deferred tax assets and liabilities are attributable to the following:

Assets Liabilities Net

2022

£m

2021

£m

2022

£m

2021

£m

2022

£m

2021

£m

Property, plant and equipment – 3.4 (1.9) – (1.9) 3.4

Equity compensation benefits 1.1 1.0 – – 1.1 1.0

Pension provisions – – (28.6) (9.1) (28.6) (9.1)

Tax losses carried forward 9.2 – – – 9.2 –

IFRS 16 transitional adjustment 3.1 2.4 – – 3.1 2.4

Other assets 0.2 0.7 – – 0.2 0.7

13.6 7.5 (30.5) (9.1) (16.9) (1.6)

Movement in deferred tax assets and liabilities during the current year

At 1 April

2021

£m

Recognised

in income

£m

Business

combination

£m

Other

movements

£m

At 31 March

2022

£m

Property, plant and equipment 3.4 (3.4) (1.9) – (1.9)

Equity compensation benefits 1.0 – – 0.1 1.1

Pension provisions (9.1) (4.8) – (14.7) (28.6)

Tax losses carried forward – 9.2 – – 9.2

IFRS 16 transitional adjustment 2.4 0.7 – – 3.1

Other assets 0.7 (0.5) – – 0.2

(1.6) 1.2 (1.9) (14.6) (16.9)

AccountsStrategic report Governance

128 – Wincanton plc Annual report and accounts 2022

Notes to the consolidated financial statements continued

16. Deferred tax assets and liabilities continued

Movement in deferred tax assets and liabilities during the current year continued

The deferred tax liability at 31 March 2022 has been calculated at 25% (2021: 19%). The Finance Bill 2021 increases the corporation tax rate

to 25% as from 1 April 2023. This Bill was substantively enacted on 24 May 2021 and therefore has been incorporated into the deferred tax

balance at 31 March 2022.

It is management’s expectation that the appropriate deferred tax rate for the pension surplus is 25% rather than 35% as it is expected

thesurplus will be reduced over time.

Deferred tax assets have not been recognised in respect of the following items, due to the uncertainty of their utilisation:

2022 2021

Gross

amount

£m

Unrecognised

deferred tax

asset

£m

Gross

amount

£m

Unrecognised

deferred tax

asset

£m

Irish property losses carried forward 2.2 0.3 2.0 0.3

UK non-trading losses carried forward 3.3 0.8 3.1 0.5

5.5 1.1 5.1 0.8

17. Inventories

2022

£m

2021

£m

Raw materials and consumables 2.6 1.4

Raw materials and consumables with a value of £nil (2021: £nil) were written down in the year (see Note 13 ‘Impairment’).

In the year ended 31 March 2022, inventories of £40.5m (2021: £67.6m) were recognised in the income statement within net operating costs.

18. Trade and other receivables

Note

2022

£m

2021

£m

Trade receivables 105.7 119.6

Contract receivables 41.4 33.6

Contract assets 1.3 2.4

Contract fulfilment assets 2 4.4 4.2

Prepayments 53.6 28.8

Lease receivables 1.0 1.6

207.4 190.2

Customers are normally invoiced on a monthly basis with payment terms of 30 to 60 days.

Trade receivables, contract receivables, contract assets and lease receivables are shown net of allowance for impairment of £2.5m (2021: £0.8m).

All receivables are due within one year, except for contract assets of £0.7m (2021: £1.5m) in respect of amounts recoverable from customers

and contract fulfilment assets of £3.0m (2021: £3.1m).

The contract receivables relate to the Group’s rights to consideration for work completed but not billed at the reporting date. They are

transferred to trade receivables when the amounts are invoiced. All movements in contract receivables relate to normal trading.

Contract assets relate to transition payments made to customers and are recognised in revenue as the related performance obligations are satisfied.

Contract fulfilment assets are outlined in Note 2 ‘Contract revenue and costs’.

Lease receivables at 31 March 2022 comprise finance leases of £1.0m relating to a number of sites in which Wincanton acts as a sub-lessor

(2021: £1.6m). Rental income recognised by the Group during the year was £1.2m (2021: £1.3m). Future minimum rentals receivable under

thecontracts in place at the year end are as follows:

2022

£m

2021

£m

Within one year 1.0 1.2

After one year but not more than five years – 0.4

1.0 1.6

The Group has a non-recourse trade receivable financing arrangement in place at the year end. As these receivables have been sold without

recourse they have been derecognised in the table above.

Wincanton plc Annual report and accounts 2022 – 129

18. Trade and other receivables continued

Movement in the allowance for impairment loss

2022

£m

2021

£m

At 1 April 0.8 1.0

Impairment losses recognised on receivables 2.2 0.2

Amounts written off as unrecoverable (0.2) –

Impairment losses relating to disposed businesses – (0.4)

Impairment losses reversed (0.3) –

At 31 March 2.5 0.8

Ageing of trade receivables and contract receivables at the balance sheet date

2022

Gross

£m

2021

Gross

£m

Contract receivables 41.4 33.6

Current 94.3 111.0

1 month overdue 13.2 5.9

2 months overdue (0.3) 2.7

3+ months overdue 1.0 0.8

Gross trade receivables and contract receivables 149.6 154.0

Allowance for impairment (2.5) (0.8)

Trade receivables and contract receivables, net of allowance 147.1 153.2

There were no material individual impairments of trade receivables or contract receivables. Expected credit losses have not been recognised

on receivables as the amounts are immaterial.

Sensitivity analysis

Trade receivables and contract receivables are assessed for impairment using a calculated credit loss assumption. A 10% increase in the

assumed credit risk factor would increase the impairment by £0.1m.

19. Assets classified as held for sale

At 31 March 2021 the Group identified certain vehicles as being surplus to requirement which were classified as held for sale as their value

wasexpected to be recovered by their sale and not through ongoing use in the business. These assets were disposed of during the year ended

31 March 2022.

20. Cash and cash equivalents

2022

£m

2021

£m

Cash at bank and in hand 28.7 30.6

Bank overdrafts classified as borrowings – (3.6)

Cash and cash equivalents 28.7 27.0

£2.8m (2021: £1.8m) of restricted cash, being deposits held by the Group’s insurance subsidiary, is included in cash at bank and in hand above.

Details of the Group’s treasury policies are set out in Note 30 ‘Financial instruments’.

21. Borrowings

2022

£m

2021

£m

Current

Bank overdrafts – 9.7

Non-current

Bank loans 25.0 9.0

25.0 18.7

For the purposes of the cash flow statement £nil (2021: £6.1m) of bank overdrafts are not available for offset against cash balances and hence

are not reflected within cash and cash equivalents as shown in Note 20 above.

Bank loans comprise the Group’s Revolving Credit Facility (RCF) which was renegotiated during the year and matures in March 2026. Details

ofthe contractual maturity is set out in the Liquidity risk section of Note 30 ‘Financial instruments’.

AccountsStrategic report Governance

130 – Wincanton plc Annual report and accounts 2022

Notes to the consolidated financial statements continued

22. Lease liabilities

The Group leases warehousing facilities, commercial vehicles and other logistics equipment for use in its operations. The amounts charged to

the income statement in the current and prior years are shown in Note 4 ‘Operating profit’.

2022

£m

2021

£m

Current

Lease liabilities 26.6 32.3

Non-current

Lease liabilities 176.5 113.4

203.1 145.7

£21.8m (2021: £16.5m) is the potential future lease liability relating to periods following the expiry date of termination options that are not

included in the lease term.

Details of the maturity analysis of discounted lease liabilities recognised on the Group balance sheet are in the liquidity risk section of Note 30

‘Financial instruments’.

The amounts charged to the income statement due to the practical expedients taken are shown below:

2022 2021

Property

£m

Plant and

equipment

£m

Property

£m

Plant and

equipment

£m

Expense relating to short term leases 1.8 5.1 1.7 1.7

Expense relating to low value leases – – – –

The Group had commitments of nil (2021: £9.3m) for leases which had not commenced at the year end.

23. Trade and other payables

2022

£m

2021

£m

Current

Trade payables 35.3 41.2

Other taxes and social security 52.3 53.2

Other payables 20.0 14.8

Contract liabilities 69.3 65.4

Accruals 146.7 129.1

323.6 303.7

The contract liabilities primarily relate to the consideration invoiced to customers in advance of the work being completed. Of the total

balance at the beginning of the period, £65.4m has been recognised as revenue during the year. All movements in the balance relate to

normal trading.

24. Provisions

Note

Insurance

£m

Property

£m

Other

provisions

£m

Total

£m

At 1 April 2021 24.6 9.4 5.0 39.0

Created 9.8 3.2 2.2 15.2

Acquired with business combinations – 4.2 0.6 4.8

Utilised (5.4) (2.0) (0.3) (7.7)

Released (5.1) (0.2) (3.1) (8.4)

Unwinding of discount 7 0.2 0.2 – 0.4

At 31 March 2022 24.1 14.8 4.4 43.3

Current 7.0 2.6 3.1 12.7

Non-current 17.1 12.2 1.3 30.6

24.1 14.8 4.4 43.3

Wincanton plc Annual report and accounts 2022 – 131

24. Provisions continued

The Group owns 100% of the share capital of an insurance company which insures certain risks of the Group. The insurance provisions in the

above table are held in respect of outstanding insurance claims, the majority of which are expected to be paid within one to seven years.

Provisions are released when the obligation no longer exists or there is a reduction in management’s estimate of the liability. The discount

unwinding arises primarily on the employers’ liability policy which is discounted over a period of seven years at a rate based on the Group’s

assessment of a risk-free rate. The Group provides standby letters of credit to the fronting insurer for employers’ liability and motor third party

claims totalling £19.7m (2021: £18.6m).

The property provisions are determined on a site by site basis and comprise primarily provisions for dilapidations. Dilapidation provisions

comprise dilapidation estimates made in the normal course of business. Provisions are released when the obligation no longer exists or there

is a reduction in the estimate. There remains a small level of onerous lease provisions relating to short term leases which are utilised over the

relevant lease term, with the majority expected to be utilised over the next year. The dilapidations provisions are expected to be utilised at the

end of the lease term. Estimated costs have been discounted at a rate based on the Group’s assessment of a risk-free rate, with any estimated

income being discounted at a rate reflecting an appropriate level of risk.

Other provisions include the estimated costs of the warranties and indemnities provided on disposal of businesses, together with provision for

sundry claims and settlements where the outcome is uncertain.

25. Contingent liability

From time to time, the Group is notified of legal claims in respect of work carried out and the potential exposure can be material. Where

management believes we are in a strong position to defend these claims and the likelihood of outflow of economic benefit is not probable,

noprovision is made.

The Group has received notification of a potential claim from a former customer and is in the early stages of defending this claim. At this time,

the Group considers that it is not probable that any claim will result in an outflow of economic benefit. The Group is actively seeking further

information to substantiate the allegations made. Given the early stage of the legal and commercial process it is not practicable to make an

estimate of the potential financial impact. In parallel, the Group continues to work with its insurance providers to confirm coverage if required.

26. Capital and reserves

Share capital

Allotted, called up and fully paid

2022

£m

2021

£m

124,543,670 (2021: 124,435,670) Ordinary Shares of 10p each 12.5 12.5

The number of shares detailed above differs from those in Note 9 ‘Earnings per share’ as a result of the inclusion, in the above total, of the

shares held within an Employee Benefit Trust (EBT) and also the effect of weighting for the purpose of the earnings per share calculations.

The holders of Ordinary Shares are entitled to receive dividends as declared from time to time. At general meetings of shareholders each

shareholder (or appointed proxy) present in person is entitled to vote; on a show of hands each person has one vote, and on a poll has one vote

per share. In respect of the Company’s shares that are held by the EBT, all rights are suspended until these shares are reissued.

Capital redemption reserve

During the year ended 31 March 2002, the Company established a Capital Redemption Reserve of £49,998 on redemption of redeemable

preference shares.

Merger reserve

The merger reserve arose from the original acquisition of the then Wincanton group of companies by Wincanton plc, on the demerger from

the previous parent in May 2001, which was accounted for under merger accounting principles available under UK GAAP at that time.

Translation reserve

The translation reserve comprises all foreign exchange differences arising from the translation of the financial statements of foreign

operations as well as from any translation of liabilities that hedge the Company’s net investment in foreign subsidiaries.

Own shares

The own shares reserve comprises the cost of the Company’s shares held by the EBT established in Jersey and managed on its behalf by

independent trustees. At 31 March 2022, the number of the Company’s shares held by the EBT had increased to 665,812 (2021: 412,028). The

EBT has waived the right to receive dividends in respect of the shares it holds. The average cost of the shares held is 324p each (2021: 246p) and

at 31 March 2022, the market value of the shares held was £2.6m (2021: £1.6m).

All of the shares in the EBT are held in respect of the Group’s various equity compensation schemes as described in Note 29. At 31 March 2022

there were 189,981 (2021: 62,018) shares held in respect of vested options.

AccountsStrategic report Governance

132 – Wincanton plc Annual report and accounts 2022

Notes to the consolidated financial statements continued

27. Business combinations

On 10 September 2021, the Group acquired 100% of the equity shares in Caledonia Bidco Limited and its subsidiaries which include Cygnia

Logistics Limited (Cygnia). Cygnia is a specialist mid-market eCommerce and multichannel eFulfilment provider with expertise spanning the full

breadth of their customers’ requirements, including high volume order fulfilment, returns and carrier management services. The acquisition is

in line with the Group’s strategic focus on eCommerce and provides access to exciting new growth opportunities in the mid-market sector.

The acquisition has been accounted for as a business combination using the acquisition method of accounting in accordance with IFRS 3

Business Combinations and consequently the Cygnia assets acquired, and liabilities assumed, have been recorded by the Group at fair value,

with an excess purchase price over the fair value of the identifiable assets and liabilities being recognised as goodwill.

The fair values assigned to the Cygnia business combination at the acquisition date are:

Note

Fair value

£m

Tangible assets 12 3.7

Right-of-use assets 14 31.1

Intangible assets 11 7.2

Inventories 0.1

Trade and other receivables 7.1

Cash and cash equivalents 2.4

Trade and other payables (4.2)

Deferred tax liability 16 (1.9)

Financial liabilities – interest bearing borrowings (14.0)

Provisions 24 (5.6)

Lease liabilities (30.2)

Fair value of net liabilities acquired (4.3)

Purchase consideration:

Cash paid 16.0

Amounts eligible for repayment upon settlement of acquired liabilities (0.3)

Total purchase consideration 15.7

Excess of purchase consideration over net liabilities acquired 11 20.0

The estimated fair value and useful lives of intangible assets as at the acquisition date are as follows:

Fair value

£m

Useful lives

years

Customer-related intangible assets 4.8 7

Cygnia trade name 2.0 5

Software 0.4 3

The fair value attributed to intangible assets was £7.2m and primarily represents existing customer relationships and contracts. These were

fair valued using the excess earnings method, which uses a number of estimates regarding the amount and timing of future cash flows. The

key assumptions in the cash flows are forecasted revenue, customer attrition rate and forecast profit margins. In accordance with the Group‘s

policy on impairment assessments per Note 1, the assets were assessed for impairment at the year end.

Goodwill amounting to £20.0m was recognised on acquisition and is underpinned by a number of elements, which individually could not be

quantified. Most significant amongst these is the premium attributable to a pre-existing, well-positioned business in the eCommerce and

multichannel eFulfilment markets with a highly skilled workforce and established reputation. Goodwill is not expected to be deductible

fortaxpurposes.

Total acquisition related costs of £1.0m have been incurred by the Group, which include advisory, legal, integration and other professional

fees. These costs are presented within non-underlying expenses (see Note 3).

Cygnia’s results have been consolidated into the Group’s results from 10 September 2021. For the period from acquisition to 31 March 2022,

Cygnia’s revenue was £22.6m and contributed an operating loss of £0.3m to Group profit. Ifthe acquisition had taken effect at the beginning

of the reporting period in which the acquisition occurred (1 April 2021) the total revenues ofthe combined Group for the year would have been

£1,439.2m and an operating profit of £60.5m. This information does not purport to represent the results of the combined Group that actually

would have occurred had the acquisition taken place on 1 April 2021 and should not be taken to be representative of future results.

Wincanton plc Annual report and accounts 2022 – 133

27. Business combinations continued

In addition to the cash purchase consideration paid of £16.0m above, the Group immediately settled £14.0m of Cygnia’s borrowings comprising

an interest-bearing loan and amounts due to a debt factoring company of £11.8m and £2.2m respectively, and acquired cash of £2.4m.

Purchase consideration of £1.7m was paid into escrow to cover certain indemnities provided by the seller. The Group’s best estimate of the

amounts to be recovered from the seller is £0.3m as highlighted above.

28. Employee benefits

2022

£m

2021

£m

Defined benefit surplus 117.0 50.8

Defined benefit deficit (2.5) (2.6)

Net defined benefit asset 114.5 48.2

Pension schemes

Employees of Wincanton participated in funded pension arrangements in the UK and Ireland during the year ended 31 March 2022, details

ofwhich are given below.

The principal Wincanton Scheme in the UK (the Scheme) is a funded arrangement which has two defined benefit sections and two defined

contribution sections, called the Wincanton Retirement Savings Section and the Wincanton Pension Builder Plan. The employees of Wincanton

Ireland Limited are eligible to participate in a separate defined contribution scheme. Assets of these pension arrangements are held in

separate Trustee administered funds independent of Wincanton. The weighted average duration of the funded defined benefit obligation is

approximately 17 years.

In previous years, a small number of employees, who were subject to the statutory earnings cap on pensionable earnings prior to 6 April 2006,

were entitled to participate in an unfunded unapproved arrangement in addition to accruing benefits from the Scheme. There have been no

active members of this arrangement throughout current or comparative years.

The defined benefit sections of the Scheme were closed to future accrual on 31 March 2014. This means that no future service benefit will

accrue but pensions built up to the date of closure have been preserved.

Triennial valuation

The latest formal valuation of the Scheme was carried out as at 31 March 2020 by the Scheme actuary, Hymans Robertson, and was agreed with

the Trustee in September 2020. The annual deficit funding contributions were agreed at £18.9m per annum from 1 April 2020 increasing in line

with the Retail Prices Index over the four years to March 2024, followed by £25.0m per annum from April 2024 increasing annually in line with the

Retail Prices Index to March 2027. Since the last triennial valuation as at 31 March 2020, additional protection has been provided to the Scheme

in the form of a letter of credit of £3.0m increasing by £3.0m each year to a maximum balance of £9.0m. At 31 March 2022 the letter of credit

provided totals £9.0m (2021: £6.0m). The annual deficit funding contributions payable from April 2024 will be reduced by £3.0m if a further letter

of credit or similar is provided.

The agreement is also subject to other provisions agreed with the Trustee, being:

– additional contributions become payable if distributions to shareholders (dividends and share buybacks) grow year on year in excess of

10%. The matching will only be in relation to the distribution amounts above the threshold and are calculated at 50% of the excess or 100%

ofanydistribution growth above 15%

– additional contribution payments become payable in the event of severe adverse Scheme investment performance where the actual deficit

in the Scheme exceeds an agreed threshold above the expected deficit at the end of two consecutive six month reporting periods

– a one-off payment to the Scheme of £6.0m in any year if both the underlying profit after tax is lower than the level of profit after tax

reported in the 2017/18 financial year and the dividend payout ratio increases to over 40% of profit after tax.

As with the previous agreement, it has been agreed that certain administration expenses would be paid directly by the Group and deducted

from the deficit funding contributions. The expenses, which amount to £0.7m (2021: £0.7m), are not included in the contributions below.

IFRIC 14

The agreement constitutes a minimum funding requirement (MFR) under IFRIC 14 IAS 19 – The Limit on a Defined Benefit Asset, Minimum

Funding Requirements and their Interaction. IFRIC 14 requires recognition of a funding commitment in excess of the IAS 19 valuation, where

any surplus created cannot be recovered through either a reduction in contributions payable or an unconditional right to a refund.

The Group has recognised a surplus in the Scheme as at 31 March 2022 and has not recognised any liabilities in relation to the MFR, as based

onlegal advice received under the Scheme rules, the Group has an unconditional right to the surplus after all benefits have been provided

infull to members.

AccountsStrategic report Governance

134 – Wincanton plc Annual report and accounts 2022

Notes to the consolidated financial statements continued

28. Employee benefits continued

Contributions

The deficit funding contribution in the year, net of the above expenses, was £18.5m (2021: £18.3m). In addition, otheradministration costs of

the Scheme were borne directly by the Group and a contribution made towards administration costs incurred, totalling £0.9m (2021: £0.8m).

In the financial year commencing 1 April 2022, the Group is expecting to make deficit funding contributions of £20.1m, being the annual deficit

contribution of £20.7m less certain administration expenses mentioned above. In addition, other administration costs of the Scheme will be

borne directly by the Group; these are expected to total £0.9m.

Risks

The defined benefit sections of the Scheme expose the Group to various risks: longevity risk (members living longer than expected), inflation

and interest rate risk (higher or lower than expected), and market (investment) risk (lower returns than expected). The Trustee and Group have

taken steps to mitigate these risks through the use of:

– hedging instruments within the investment portfolio; and

– diversification of the investment portfolio.

The Group is not exposed to any unusual, entity specific or Scheme specific risks.

Net defined benefit asset

The assets and liabilities of the defined benefit sections of the Group are calculated in accordance with IAS 19 Employee Benefits (Revised)

and are set out in the tables below.

The calculations under IAS 19 are based on actuarial assumptions which are the best estimates chosen from a range of possible assumptions

about the long term future which, unless by chance, will not necessarily be borne out in practice. The fair value of the assets, which are not

intended to be realised in the short term, may be subject to significant change before they are realised, and the present value of the liabilities

is derived from cash flow projections over long periods and is thus inherently uncertain.

2022

£m

2021

£m

Present value of unfunded defined benefit obligations (2.5) (2.6)

Present value of funded defined benefit obligations (1,091.3) (1,161.1)

Fair value of Scheme assets 1,208.3 1,211.9

Net defined benefit asset 114.5 48.2

The movement in the net defined benefit asset in the year was primarily the result of the impact of external market factors. Scheme liabilities

are calculated using a discount rate based on high quality corporate bond yields while Scheme assets are hedged against movements in gilt

yields. Credit spreads on corporate bonds increased due to market uncertainty resulting in a reduction in the liabilities, which was not matched

with a corresponding fall in assets as at 31 March 2022.

The net defined benefit asset, after taking into account the related deferred tax liability, is £85.9m (2021: £39.1m). Deferred tax is recognised

at 25% (2021: 19%) as the Group expects the surplus to reduce over time, rather than obtained as a refund of the surplus on winding up.

Movements in the present value of the net defined benefit asset/(liability)

31 March 2022 Note

Assets

£m

Obligations

£m

Net

asset

£m

Unfunded

arrangements

£m

Total net

asset

£m

Opening position 1,211.9 (1,161.1) 50.8 (2.6) 48.2

Included in income statement:

Administration costs (1.7) – (1.7) – (1.7)

Interest on the net defined benefit asset 7 24.1 (23.0) 1.1 – 1.1

Cash:

Employer contributions 19.3 – 19.3 – 19.3

Benefits paid (34.6) 34.6 – – –

Included in other comprehensive income:

Changes in financial assumptions – 79.0 79.0 0.1 79.1

Changes in demographic assumptions – 2.8 2.8 – 2.8

Experience adjustments – (23.6) (23.6) – (23.6)

Return on assets excluding amounts included in net financing costs (10.7) – (10.7) – (10.7)

Closing defined benefit asset 1,208.3 (1,091.3) 117.0 (2.5) 114.5

Wincanton plc Annual report and accounts 2022 – 135

28. Employee benefits continued

Movements in the present value of the net defined benefit (liability)/asset continued

31 March 2021 Note

Assets

£m

Obligations

£m

Net

asset

£m

Unfunded

arrangements

£m

Total net

asset

£m

Opening position 1,157.5 (1,061.0) 96.5 (2.1) 94.4

Included in income statement:

Past service costs – (0.7) (0.7) – (0.7)

Administration costs (1.6) – (1.6) – (1.6)

Interest on the net defined benefit asset 7 26.3 (23.9) 2.4 (0.1) 2.3

Cash:

Employer contributions 19.1 – 19.1 – 19.1

Benefits paid (40.7) 40.7 – – –

Included in other comprehensive income:

Changes in financial assumptions – (149.2) (149.2) (0.4) (149.6)

Changes in demographic assumptions – (11.6) (11.6) – (11.6)

Experience adjustments – 44.6 44.6 – 44.6

Return on assets excluding amounts included in net financing costs 51.3 – 51.3 – 51.3

Closing defined benefit asset 1,211.9 (1,161.1) 50.8 (2.6) 48.2

The amounts recognised in the income statement comprise administration costs, past service costs and interest on the net defined benefit

asset/(liability). These charges are included in the following lines in the income statement:

Note

2022

£m

2021

£m

Within underlying operating profit

Administrative expenses (1.7) (1.6)

Within non-underlying items

Past service costs – (0.7)

Within finance costs

Interest on the net defined benefit asset 7 1.1 2.3

Recognised in income statement (0.6) –

The market value of the Scheme assets held at the end of the year were as follows:

2022

£m

2021

£m

Property and other growth (liabilities)/assets (1.7) 2.6

Corporate bonds 173.8 325.1

Secured finance 100.1 98.7

Senior real estate debt 17.7 23.0

Senior private debt and private debt 114.1 115.4

Index-linked gilts (LDI portfolio collateral) 784.4 635.3

Other, including cash 19.9 11.8

1,208.3 1,211.9

All equities, LDI portfolio collateral, corporate bonds and funds have quoted prices in active markets. The senior real estate and private debt

along with the property assets are illiquid, unquoted assets and trade on a less regular basis.

Senior private debt and private debt includes unquoted investment funds which are measured using the most recent net asset valuations

(NAV), adjusted for cash movements between the latest valuation date and 31 March 2021.

The LDI portfolio currently hedges 100% of the defined benefit scheme’s inflation rate risk and 100% of the interest rate risk (relative to

Scheme assets) through holding a combination of index-linked gilts, interest rate and inflation swaps, gilt total return swaps, gilt repos

andcash. The Scheme does not directly hold any financial instruments issued by the Company.

AccountsStrategic report Governance

136 – Wincanton plc Annual report and accounts 2022

Notes to the consolidated financial statements continued

28. Employee benefits continued

Actuarial assumptions

The principal actuarial assumptions for the Scheme and for the UK unfunded arrangement at the balance sheet date were as follows:

2022

2021

Discount rate 2.70 2.00

Price inflation rate – RPI 3.85 3.40

Price inflation rate – CPI 3.25 2.80

Rate of increase of pensions in deferment

2.50-3.25 2.50–2.80

Rate of increase of pensions in payment

2.20-3.65 2.05–3.30

1 A range of assumed rates exists due to the application of annual caps and floors to certain elements of service.

On 25 November 2020, the government and UK Statistics Authority published their joint consultation response on RPI reform, confirming

their intention to align RPI calculation to that already in use for the calculation of CPIH (including housing) with effect from 2030. As a result,

the Group has reduced the post-2030 gap between RPI and CPI to nil, effectively assuming RPI will be aligned with CPI post-2030, resulting

inasingle weighted average RPI-CPI gap of 0.6% p.a. at 31 March 2022 (2021: 0.60%).

The assumptions used for mortality rates for members of these arrangements at the expected retirement age of 65 years are as follows:

2022

years

2021

years

Male aged 65 today 20.7 20.7

Male aged 45 today 22.1 22.0

Female aged 65 today 23.1 23.0

Female aged 45 today 25.5 25.5

Sensitivity table

The sensitivities of the present value of the Scheme obligations to changes in the key actuarial assumptions are set out in the following table.

The illustrations consider the result of only a single assumption changing with the others assumed unchanged and includes the impact of the

interest rate and inflation rate hedging. In reality it is more likely that more than one assumption would change and potentially the results

would offset each other; for example, a fall in interest rates will increase the Scheme obligations, but may also trigger an offsetting increase in

market value of certain Scheme assets.

Change in

assumption

(Increase)/

decrease

in liability

£m

Increase/

(decrease)

in assets

£m

Discount rate +0.25% 41.0 (52.0)

Credit spread +0.25% 41.0 (8.0)

Price inflation – RPI +0.25% (47.0) 10.0

Mortality rate + 1 year 51.0 –

Defined contribution schemes

The total expense relating to the Group’s defined contribution schemes in the current year was £36.7m (2021: £34.0m).

Wincanton plc Annual report and accounts 2022 – 137

29. Equity compensation benefits

Employees of the Group participate, subject to seniority and length of service, in the Long Term Incentive Plan (LTIP) which involves the grant

of options or conditional awards of shares in the Company.

Grants of options are accounted for in accordance with IFRS 2 Share-based Payments, which requires the fair value of services received

inreturn for share options granted to be recognised in the income statement over the vesting period. The Group recognised total expenses

of£0.5m (2021: £0.9m) in respect of the costs of equity-settled share based payment transactions during the year. The fair value of these

services is measured by reference to the fair value of the share options granted under each scheme.

The number of options outstanding and exercisable in respect of each scheme at 31 March 2022 is as follows:

Outstanding Exercisable

Option price

pence/share

Date normally

exercisable

Long Term Incentive Plan

July 2017 12,669 12,669 –

2020–2027

July 2018 41,367 41,367 – 2021–2028

November 2018 135,945 135,945 – 2021–2028

July 2019 239,827 – – 2022–2029

August 2019 89,286 – – 2022–2029

September 2019 164,546 – – 2022–2029

July 2020 873,988 – – 2023–2030

July 2021 467,708 – – 2024–2031

Executive Bonus Plan

July 2021 (Deferred Annual Bonus) 4,542 – –

2023–2030

Total number of share options 2,029,878 189,981 –

The number and weighted average exercise price of all share options extant under the above schemes are as follows:

2022 2021

Options

Weighted

average

exercise price Options

Weighted

average

exercise price

Outstanding at 1 April 2,760,156 – 1,978,296 –

Granted during the year 559,360 – 1,512,516 –

Lapsed during the year (866,035) – (383,823) –

Exercised during the year (423,603) – (346,833) –

Outstanding at 31 March 2,029,878 – 2,760,156 –

Exercisable at 31 March 189,981 – 62,018 –

The weighted average share price at the date of exercise for share options exercised during the period was 381p (2021: 232p). The options

outstanding at 31 March 2022 had an exercise price of £nil and a weighted average remaining contractual life of nine years.

Awards made under the Special Option Plan and LTIP were granted based on the average quoted market price of the Company’s shares for

a period of up to three business days immediately prior to the date of grant. Upon exercise, all options granted under these schemes are

equity-settled.

The terms and conditions of the grants to date under these schemes are as follows:

AccountsStrategic report Governance

138 – Wincanton plc Annual report and accounts 2022

Notes to the consolidated financial statements continued

29. Equity compensation benefits continued

Long Term Incentive Plan

The Group introduced a LTIP in 2015, which granted the Executive Directors and certain senior managers long term incentive awards in the

form of nil-cost options.

Grant date

Number of

options

granted Vesting conditions

Contractual

life in years

July 2017 710,691 Three years of service plus performance metrics weighted 60% on basic underlying EPS

growth and 40% on TSR performance relative to the FTSE All-Share Index (excluding

investment trusts) (the Index). The threshold entry point of 25% vesting for the EPS element

requires 6% growth per annum, with 100% vesting at 11% per annum. The threshold entry

point of 25% vesting for the TSR element requires performance in line with the Index, with

100% vesting at outperformance of 10% per annum (equivalent to 33% over the term of the

option). Vesting will be on a straight-line basis between the threshold and maximum for

bothelements.

Ten

July 2018 673,934

November 2018 135,945

July 2019 506,457

August 2019 89,286

September 2019 164,546

July 2020 1,153,642 Three years of service plus performance metrics weighted 100% on TSR performance

relative to the FTSE All-Share Index (excluding investment trusts) (the Index). The threshold

entry point of 25% vesting for the TSR element requires performance in line with the Index,

with 100% vesting at outperformance of 10% per annum (equivalent to 33% over the term

of the option). Vesting will be on a straight-line basis between the threshold and maximum.

Ten

July 2021 550,768 Three years of service plus performance metrics weighted 50% on basic underlying EPS

growth and 50% on TSR performance relative to the FTSE All-Share Index (excluding

investment trusts) (the Index). The threshold entry point of 25% vesting for the EPS element

requires 5% growth per annum, with 100% vesting at 10% per annum. The threshold entry

point of 25% vesting for the TSR element requires performance in line with the Index, with

100% vesting at outperformance of 10% per annum (equivalent to 33% over the term of the

option). Vesting will be on a straight-line basis between the threshold and maximum for

bothelements.

Ten

Total 3,985,269

The grants made under this Plan have EPS and TSR growth performance conditions. The EPS requirement is a non-market based performance

condition and an appropriate model has been used to calculate the fair value of the award linked to EPS. The TSR requirement is a market

based performance condition and the fair value is calculated using a Monte-Carlo pricing model, based on assumptions at the date of

the award.

July

2021

grant

Share price at grant (p) 414.0

Exercise price (p) –

Risk-free rate (%) 0.12

Expected volatility of Wincanton plc (%) 41.4

Expected volatility of Index (%) 40.4

Expected life (years) 3

Dividend yield (%) 2.5

Fair value per award under TSR condition (p) 3.01

Fair value per award under EPS condition (p) 3.84

Executive Bonus Plan

As part of the Executive Bonus Plan an award was granted in July 2021 that was made part in cash and part in deferred shares for the year

ending 31 March 2021.

Grant date

Number of

options

granted Vesting conditions

Contractual

life in years

July 2021

(Deferred Annual Bonus) 8,592

Continued employment within the Group to the date of vest, and a year end personal

performance rating of 3 or above in the year preceding the date of vest Ten

Total 8,592

The grants made under this scheme have non-market based performance conditions. As the grant is at nil cost, the fair value is equivalent

tothe share value at the grant date.

Wincanton plc Annual report and accounts 2022 – 139

30. Financial instruments

Financial risk management and treasury policies

The Group, through its activities, is exposed to a range of financial risks. Financial risks are managed through the Group’s centralised treasury

function which acts within clearly defined policies approved by the Board. These policies are designed to reduce the financial risks faced

by the Group relating to liquidity risk, market risk (being interest rates, equity prices and currency exchange rate exposure) and credit risk.

Transactions of a speculative nature are not permitted and the treasury function does not operate as a profit centre.

Liquidity risk

Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group’s policy on funding

capacity is to ensure that there is always sufficient long term funding and short term facilities in place to meet foreseeable peak borrowing

requirements.

The Group has a £175.0m (2021: £141.2m) committed syndicated bank facility which matures in March 2026. At 31 March 2022 £25.0m

(2021:£9.0m) was drawn, leaving unutilised facilities of £150.0m (2021: £132.2m). The Group has uncommitted facilities including a £7.5m

netoverdraft facility and £30.0m Receivable Purchase Facility (RPF). £4.1m of the RPF was utilised as at 31 March 2022 (2021: £11.0m).

The Group makes use of cash pooling facilities with a net overdraft facility of £7.5m. The Group is required to present the separate cash

and overdraft balances relating to pooled facilities gross in the balance sheet. The overdraft balance relating to pooled facilities does not

represent a formal overdraft limit available to the Group. The net cash balance available to the Group after deducting the pooled overdraft

facilities is £28.7m (2021: £20.9m).

The Group also holds some restricted cash deposits within its insurance subsidiary as shown in Note 20; these deposits are mostly repayable

ondemand, but have a maximum notice period of 32 days and cannot be freely transferred to the UK without prior approval.

The Group’s net cash/(debt) at the balance sheet date was:

Note

2022

£m

2021

£m

Total borrowings and other financial liabilities 21 (25.0) (18.7)

Cash at bank and in hand 20 28.7 30.6

Net cash excluding lease liabilities 3.7 11.9

Lease liabilities 22 (203.1) (145.7)

Net debt including lease liabilities (199.4) (133.8)

The following are the contractual maturities of non-derivative financial liabilities, including interest payments except for bank loans and

overdraft interest:

31 March 2022

Carrying

amount

£m

Contractual

cash flows

£m

Less than

1 year

£m

Between

1 and 5 years

£m

Over

5 years

£m

Bank loans and overdrafts 25.0 25.0 – 25.0 –

Trade and other payables 180.7 180.7 180.7 – –

Lease liabilities 192.1 283.3 49.6 101.3 132.4

397.8 489.0 230.3 126.3 132.4

31 March 2021

Carrying

amount

£m

Contractual

cash flows

£m

Less than

1 year

£m

Between

1 and 5 years

£m

Over

5 years

£m

Bank loans and overdrafts 18.7 18.7 9.7 9.0 –

Trade and other payables 185.1 185.1 185.1 – –

Lease liabilities 145.7 227.4 36.6 61.9 128.9

349.5 431.2 231.4 70.0 128.9

Lease liabilities over five years include two leases which expire in over 50 years with contractual cash flows of £124.1m (2021: £127.3m).

The Group did not hold any derivative financial instruments during the current or prior year, or at the year end.

Bank loans and overdrafts comprise the Group’s RCF. Interest is charged on this facility based on daily amounts drawn and charged at

the benchmark rate plus a margin. The benchmark rate on the RCF was amended from LIBOR to SONIA in October 2021. There were no

adjustments to the contractual cash flows arising from this transition due to the short term nature of the Group’s borrowings. Commitment

and utilisation fees are also charged. The contractual interest payable on the amounts drawn at 31 March 2022 was £0.1m (2021: £nil). If the

£9.0m drawn at 31 March 2021 remained drawn throughout the year to 31 March 2022, and all other factors remained the same, interest of

£1.5m would be charged for the year with a minimal amount being subject to variations in SONIA.

AccountsStrategic report Governance

140 – Wincanton plc Annual report and accounts 2022

Notes to the consolidated financial statements continued

30. Financial instruments continued

Liquidity risk continued

The Group’s committed facilities at 31 March 2022 comprise a syndicated RCF of £175.0m, agreed in March 2022 and maturing in March

2026. The RCF requires the Group to comply with three financial covenants at 30 September and 31 March each financial year and the Group

operates comfortably within these covenants:

Covenant Calculation Ratio 2022 2021

Leverage ratio Consolidated net borrowings (A)/consolidated EBITDA (B) <3.0:1* 0.7 0.3

Interest cover Consolidated EBITDA (B)/consolidated net finance charges (C) >3.5:1 38.8 29.2

Fixed charge cover Consolidated EBITDA (B) plus operating lease costs (D)/consolidated net finance

charges (C) plus operating lease costs (D)

>1.4:1 2.7 2.8

* Leverage ratio was <2.75:1 under the previous RCF agreement.

A reconciliation of these terms to the reported amounts is as follows:

2022

£m

2021

£m

Reported net cash (3.7) (11.9)

Finance lease liability under IAS 17 15.6 1.3

Cash and deposits held by captive insurer 9.2 6.8

Guarantees provided 25.9 22.9

Consolidated net borrowings for covenant reporting (A) 47.0 19.1

Note

2022

£m

2021

£m

Underlying operating profit 64.7 51.8

Depreciation, amortisation and impairments 43.6 43.4

Underlying EBITDA 108.3 95.2

Adjustment to frozen GAAP (IFRS 16 to IAS 17) (42.9) (37.8)

Share based payment charges 29 0.5 0.9

Consolidated EBITDA for covenant reporting (B) 65.9 58.3

Note

2022

£m

2021

£m

Net interest payable 7 6.6 4.6

Adjustment to frozen GAAP (remove IFRS 16 interest) (5.2) (3.7)

RPF interest (0.2) (0.3)

Arrangement fees (0.2) (0.5)

Interest on net defined benefit asset 7 1.1 2.3

Other discount unwinding 7 (0.4) (0.4)

Covenant net finance charges (C) 1.7 2.0

2022

£m

2021

£m

Operating lease costs for covenant reporting (D) 35.9 29.6

Analysis of changes in net debt

31 March

2020

£m

Cash

flow

£m

Non-cash

movements

£m

31 March

2021

£m

Cash

flow

£m

Non-cash

movements

£m

31 March

2022

£m

Bank loans and overdrafts (77.1) 62.0 – (15.1) (9.9) – (25.0)

Financial liabilities arising from financing activities (77.1) 62.0 – (15.1) (9.9) – (25.0)

Cash at bank and in hand 79.0 (48.4) – 30.6 (1.9) – 28.7

Bank overdrafts classified as cash equivalents (12.0) 8.4 – (3.6) 3.6 – –

Net cash excluding lease liabilities (10.1) 22.0 – 11.9 (8.2) – 3.7

Lease liabilities (129.7) 38.8 (54.8) (145.7) 42.9 (100.3) (203.1)

Net debt including lease liabilities (139.8) 60.8 (54.8) (133.8) 34.7 (100.3) (199.4)

Wincanton plc Annual report and accounts 2022 – 141

30. Financial instruments continued

Market risk

Market risk is the risk that changes in market prices, such as the impact of inflation, interest rates and foreign exchange rates, will affect the

Group’s income or the value of its holdings of financial instruments.

Price inflation risk

The Group is largely protected from the risk of price increases impacting operating costs due to the majority of contracts having been

negotiated on open book terms. Under these contracts, revenue is typically derived from costs incurred plus either a fixed or variable

management fee and the contractual terms ensure any inflation risk is passed on to the customer.

Interest rate risk

The Group monitors market pricing and forward-looking pricing projections to manage interest rate risk. There were no derivatives in place

to fix borrowing costs and all drawn debt at 31 March 2022 and the prior year end was at floating rates. If market conditions are expected

tochange then derivatives will be considered to manage the interest rate risk exposure.

Interest rate sensitivity

The following table demonstrates the sensitivity to a change in interest rates of 0.5% (2021: 0.5%) on the Group’s profit before tax and on

its equity. The impact has been calculated by applying the change in interest rates to the weighted average interest rate during the year and

applying this rate to the average borrowings during the year. A variation of 0.5% (2021: 0.5%) represents management’s view of a reasonably

possible change in interest rates. Any impact on equity excludes the possible effect which a change in interest rates may have on the present

value of the Group’s pension obligations, the effects of which are set out in Note 28 ‘Employee benefits’.

2022 2021

Effect

on profit

before tax

£m

Effect

on equity

£m

Effect

on profit

before tax

£m

Effect

on equity

£m

0.5% (2021: 0.5%) increase in rates 0.2 0.2 0.1 0.1

0.5% (2021: 0.5%) decrease in rates (0.2) (0.2) (0.1) (0.1)

The methods and assumptions used to calculate the possible effect of a change in interest rates are consistent with those used in the prior year.

Currency risk and sensitivity

The Group is a largely UK based business with a small proportion of the Group’s activities denominated in euro. The only non-sterling activity

is in Ireland. In order to protect the sterling value of the balance sheet, the Group finances its investment in Ireland by borrowing in euro.

Transactional exposure is minimal as the vast majority of transactions of the Irish subsidiary are denominated in euro, the relevant functional

currency ofthe operation. Non-sterling cash balances comprise £2.7m held in euro (2021: £1.6m overdraft) .

Operational foreign exchange risk, where purchases or sales are made in non-functional currency, is hedged on an ad hoc basis by buying

orselling the relevant currency on a forward basis if the amounts involved are material. There was no material sensitivity to changes in foreign

exchange rates at the year end.

Credit risk

Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual

obligations, and arises principally from the Group’s receivables from customers, contract assets and bank balances.

The Group has a credit policy in place and the exposure to credit risk is monitored on an ongoing basis. Deposits are only made with pre-

approved counterparties. Credit evaluations are performed on all customers requiring credit. The Group does not generally require collateral

in respect of financial assets. At the balance sheet date there were no significant concentrations of credit risk. The maximum exposure to

credit risk is represented by the carrying amount of each financial asset in the balance sheet of £181.3m (2021: £177.5m). See Note 18 ‘Trade

and other receivables’ for further analysis of trade receivables and the associated allowance for impairment loss.

AccountsStrategic report Governance

142 – Wincanton plc Annual report and accounts 2022

Notes to the consolidated financial statements continued

30. Financial instruments continued

Capital risk management

The Group’s objectives when managing capital are to safeguard its ability to continue as a going concern, in order to provide optimal returns

for shareholders, and to maintain an efficient capital structure. The capital structure of the Group consists of net debt (as shown above) and

equity of the Group (issued share capital, reserves and retained earnings).

In doing so, the Group’s strategy is to retain appropriate levels of liquidity headroom to ensure financial stability and flexibility. To achieve

this strategy and maintain this position, the Group regularly monitors key credit metrics such as net debt to EBITDA, interest cover and fixed

charge cover. Covenant conditions related to external borrowings are as set out in the liquidity risk section above; there were no breaches of

these conditions during the current or prior year. In addition the Group ensures a combination of short term liquidity headroom with a diverse

long term debt maturity profile. As at the balance sheet date the Group’s average debt maturity profile was five years.

In order to maintain or realign the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital

toshareholders, issue new shares, or sell assets to reduce debt.

Fair values versus carrying amounts

The carrying amounts of the Group’s assets and liabilities which meet the definition of financial instruments are classified in the following categories:

2022

£m

2021

£m

Assets carried at amortised cost

Trade and other receivables 152.6 157.2

Cash and cash equivalents 28.7 30.6

Financial assets 181.3 187.8

Liabilities carried at amortised cost

Lease liabilities (203.1) (145.7)

Bank loans and overdrafts (25.0) (18.7)

Trade and other payables (185.9) (185.1)

Financial liabilities (414.0) (349.5)

The fair values are considered to be the same as the carrying amounts set out above.

31. Related parties

Identity of related parties

The Group has a controlling related party relationship with its parent Company, Wincanton plc. In addition, the Group has related party

relationships with its Executive and Non-executive Directors and with its subsidiaries and jointly controlled entities.

Transactions with key management personnel

The interests of the Executive and Non-executive Directors in the share capital of the Company, plus full details of the individual Directors’

emoluments, bonuses deferred in shares, share options and pension entitlements, are given in the Directors’ remuneration report on

pages75 to 88.

Remuneration of key management personnel

The total remuneration of key management personnel of the Group, being the Executive Management Team, is set out below in aggregate for

each of the categories specified in IAS 24 Related Party Disclosures.

2022

£m

2021

£m

Short term employee benefits 3.6 2.9

Termination benefits 0.1 0.2

Post-employment benefits 0.1 0.2

IFRS 2 share option charge/(credit) 0.8 0.5

4.6 3.8

Wincanton plc Annual report and accounts 2022 – 143

32. Investment in subsidiaries

The significant subsidiaries as at 31 March 2022 in the Wincanton group of companies, based on the scale of their activities, are as follows:

Principal activity

% of

equity

held

Country of incorporation

and registered office

Wincanton Holdings Limited Contract logistics services 100 England and Wales

Wincanton Group Limited Contract logistics services 100 England and Wales

Wincanton Ireland Limited Contract logistics services 100 Republic of Ireland

Risk Underwriting (Guernsey) Limited Insurance subsidiary 100 Guernsey

Onevast Limited Online solutions for warehousing space 100 England and Wales

Cygnia Logistics Limited Supply chain services and solutions 100 England and Wales

Other subsidiaries as at 31 March 2022:

Principal activity

% of

equity

held

Country of incorporation

and registered office

Caledonia Bidco Limited Intermediate holding company 100 England and Wales

C.E.L Group Limited Intermediate holding company 100 England and Wales

C.E.L (Engineering) Limited Dormant 100 England and Wales

C.E.L (Logistics) Limited Dormant 100 England and Wales

City Self Storage Limited Non-trading 100 Republic of Ireland

Dalepak Limited Dormant 100 England and Wales

Dalepak Holdings Limited Intermediate holding company 100 England and Wales

Data and Records Management Limited Non-trading 100 Republic of Ireland

East Anglia Freight Terminal (Holdings) Limited Dormant 100 England and Wales

East Anglia Freight Terminal Limited Dormant 100 England and Wales

Glass Glover Group Limited Dormant 100 England and Wales

Glass Glover Management Services Limited Dormant 100

England and Wales

Hanbury Davies Containers Limited Dormant 100 England and Wales

Hanbury Davies Limited Non-trading 100 England and Wales

Hanbury Holdings Limited Dormant 100 England and Wales

House of Hill Holdings Limited Dormant 100 England and Wales

House of Hill Limited Dormant 100 England and Wales

Lane Group plc Dormant 100 England and Wales

Minmar (662) Limited Dormant 100 England and Wales

Nair Properties Limited Dormant 100 England and Wales

Product Support (Holdings) Limited Dormant 100

England and Wales

Product Support Limited Non-trading 100 England and Wales

Pullman Fleet Services Limited Dormant 100 England and Wales

RDL Distribution Limited Non-trading 100 England and Wales

RDL Holdings Limited Dormant 100 England and Wales

R-Log Limited

Dormant 100 England and Wales

Roadtanks Limited Dormant 100 England and Wales

Storeco Limited Dormant 100 England and Wales

Swales Haulage Limited Dormant 100 England and Wales

Trans European Holdings Limited Dormant 100 England and Wales

UDS Properties Limited Dormant 100 England and Wales

W. Carter (Haulage) Limited

Non-trading 100 England and Wales

W O Bradstreet Limited Dormant 100 England and Wales

Wincanton (No. 1) Limited Dormant 100 England and Wales

Wincanton (No. 2) Limited Dormant 100 England and Wales

AccountsStrategic report Governance

144 – Wincanton plc Annual report and accounts 2022

Notes to the consolidated financial statements continued

Principal activity

% of

equity

held

Country of incorporation

and registered office

Wincanton Air & Ocean Limited Dormant 100

England and Wales

Wincanton High Tech Limited Dormant 100

England and Wales

Wincanton Logistics Limited Dormant 100 England and Wales

Wincanton Pension Scheme Trustees Limited

Trustee for the Wincanton plc Pension Scheme 100 England and Wales

Wincanton Records Management (Ireland) Limited Non-trading 100 Republic of Ireland

Wincanton Trans European (Ireland) Limited Non-trading 100 Republic of Ireland

Wincanton Trans European Limited Dormant 100 England and Wales

Wincanton UK Limited

Intermediate holding company 100 England and Wales

Wincanton Vehicle Rental Limited Dormant 100 England and Wales

1 All holdings are of Ordinary Shares except where noted.

2 Registered office is Methuen Park, Chippenham, Wiltshire SN14 0WT except where noted.

3 In dissolution at year end.

4 Direct subsidiaries of Wincanton plc.

5 14,762,245 Ordinary Shares and 10,000,000 6½% cumulative convertible redeemable Preference Shares.

6 6,460,000 Ordinary Shares, 7,140,000 ‘A’ Ordinary Shares and 409,164 Preference Shares.

7 19,393,774 Ordinary Shares and 19,372,074 Deferred Shares.

8 100 Ordinary Shares and 1,699,900 redeemable Ordinary Shares.

9 Registered office: Unit 1, Rosemount Business Park, Ballycoolin Road, Blanchardstown, Dublin 11.

10 Registered office: PO Box 155, Mill Court, La Charroterie, St Peter Port, Guernsey GY1 4ET.

32. Investment in subsidiaries and joint ventures continued

Wincanton plc Annual report and accounts 2022 – 145

Note

2022

£m

2021

£m

Non-current assets

Investment in subsidiaries 2 108.9 108.9

Amounts owed by Group undertakings 3 75.0 76.3

183.9 185.2

Current assets

Trade and other receivables 4 2.6 1.1

Cash and cash equivalents 2.9 1.2

5.5 2.3

Current liabilities

Amounts owed to Group undertakings (7.6) (6.1)

Trade and other payables 5 (2.2) (1.9)

Income tax payable (1.9) (13.4)

(11.7) (21.4)

Net current liabilities (6.2) (19.1)

Total assets less current liabilities 177.7 166.1

Non-current liabilities

Borrowings 6 (25.0) (9.0)

Net assets 152.7 157.1

Equity

Issued share capital 12.5 12.5

Share premium 12.9 12.9

Own shares (2.2) (1.0)

Retained earnings 129.5 132.7

Total equity 8 152.7 157.1

The Company reported a profit for the year ended 31 March 2022 of £11.0m (2021: £18.5m).

The financial statements were approved by the Board of Directors and authorised for issue on 19 May 2022 and were signed on their behalf by:

James Wroath

Chief Executive Officer

Company registration number: 04178808

Wincanton plc Company balance sheet At 31 March 2022

AccountsStrategic report Governance

146 – Wincanton plc Annual report and accounts 2022

Issued share

capital

£m

premium

£m

Own shares

£m

Profit

and loss

£m

Total equity

£m

Balance at 1 April 2020 12.5 12.9 (1.5) 117.1 141.0

Profit for the year – – – 18.5 18.5

Other comprehensive income – – – – –

Total comprehensive income – – – 18.5 18.5

Share based payment transactions – – 0.5 0.1 0.6

Deferred tax on share based payment transactions – – – 0.5 0.5

Dividends paid to shareholders – – – (3.5) (3.5)

Balance at 31 March 2021 12.5 12.9 (1.0) 132.7 157.1

Balance at 1 April 2021 12.5 12.9 (1.0) 132.7 157.1

Profit for the year – – – 11.0 11.0

Other comprehensive income – – – – –

Total comprehensive income – – – 11.0 11.0

Share based payment transactions – – (1.2) (0.3) (1.5)

Current tax on share based payment transactions – – – 0.3 0.3

Deferred tax on share based payment transactions – – – 0.1 0.1

Dividends paid to shareholders – – – (14.3) (14.3)

Balance at 31 March 2022 12.5 12.9 (2.2) 129.5 152.7

Wincanton plc Company statement of changes in equity For the year ended 31 March 2022

Wincanton plc Annual report and accounts 2022 – 147

1. Accounting policies

The following accounting policies have been applied consistently in dealing with items which are considered material in relation to the

Company’s financial statements.

Basis of preparation

The separate financial statements of the Company are presented as required by the Companies Act 2006. The Company meets the definition

of a qualifying entity under Financial Reporting Standard 100 (FRS 100) issued by the Financial Reporting Council. Accordingly, the financial

statements have been prepared in accordance with Financial Reporting Standard 101 Reduced Disclosure Framework (FRS 101).

Under section 408(4) of the Companies Act 2006, the Company is exempt from the requirement to present its own profit and loss account.

Theprofit attributable to the Company is disclosed in the footnote to the Company’s balance sheet.

As permitted by FRS 101, the Company has taken advantage of the disclosure exemptions available under that standard in relation to

share based payments, financial instruments, capital management, presentation of comparative information in respect of certain assets,

presentation of a cash flow statement and certain related party transactions. Where required, equivalent disclosures are given in the

consolidated financial statements.

The financial statements have been prepared on the historical cost basis except for the remeasurement of certain financial instruments

tofairvalue. The principal accounting policies adopted are the same as those set out in Note 1 to the consolidated financial statements.

Critical accounting judgements and key sources of estimation uncertainty

The preparation of the Company financial statements requires the use of certain judgements, estimates and assumptions that affect the

reported amount of assets, liabilities, income and expenses. Estimates and judgements are evaluated continually, and are based on historical

experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

Key estimation uncertainties are the key assumptions concerning the future, and other key sources of estimation uncertainty at the reporting

date that may have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next period.

Significant judgements are those that the Company has made in the process of applying the Group’s accounting policies, and that have the

most significant effect on the amounts recognised in the financial statements.

The Company makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal

the related actual results. Changes in accounting estimates may be necessary if there are changes in the circumstances on which the estimates

were based, or as a result of new information or more experience.

Key source of estimation uncertainty

Amounts owed by Group undertakings

The Company uses estimates in calculating the recoverable amounts of amounts due from its subsidiaries, which it then uses to assess whether

the amounts due are impaired. The Company performed an impairment review as at the reporting date and concluded that all the amounts

due from its subsidiaries were recoverable.

Investments

Investments in subsidiaries are stated at cost and reviewed for impairment if there are indications that the carrying values may not be

recoverable.

2. Investment in subsidiaries

Shares in Group undertakings

2022

£m

2021

£m

Cost at beginning and end of year 108.9 108.9

A list of the subsidiaries of Wincanton plc is given in Note 32 ‘Investment in subsidiaries’ to the consolidated financialstatements.

3. Amounts owed by Group undertakings

2022

£m

2021

£m

Amounts owed by Group undertakings 75.0 76.3

Amounts owed by Group undertakings are repayable on demand. It has been determined that these amounts owed are not expected to be

repaid within one year. Expected credit losses on amounts owed by Group undertakings are immaterial.

Notes to the Wincanton plc Company financial statements

AccountsStrategic report Governance

148 – Wincanton plc Annual report and accounts 2022

Notes to the Wincanton plc Company financial statements continued

4. Trade and other receivables

2022

£m

2021

£m

Prepayments 1.5 0.2

Deferred tax assets 1.1 0.9

2.6 1.1

All receivables are due within one year.

5. Trade and other payables

2022

£m

2021

£m

Other payables 1.2 1.1

Accruals 1.0 0.8

2.2 1.9

6. Borrowings

Borrowings comprise bank loans of £25.0m (2021: £9.0m), all amounts are due after one year. Details of bank loans are given in Notes 21

‘Borrowings’ and 30 ‘Financial instruments’ to the consolidated financial statements.

7. Equity

Allotted, called up and fully paid

2022

£m

2021

£m

124,543,670 (2021: 124,435,670) Ordinary Shares of 10p each 12.5 12.5

Details of the Company’s own shares held within an Employee Benefit Trust are given in Note 26 ‘Capital and reserves’ to the consolidated

financial statements. Details of the Company’s equity compensation benefits are given in Note 29 ‘Equity compensation benefits’ to the

consolidated financial statements.

As permitted by section 408(4) of the Companies Act 2006, the Company has not presented its own profit and loss account. The Directors’

remuneration as disclosed in Note 6 to the consolidated financial statements is incurred by Wincanton plc. The Company has taken the

exemption not to disclose Non-audit fees incurred as these are included in Note 4 ‘Operating profit’ to the consolidated financial statements.

8. Reconciliation of movement in total equity

2022

£m

2021

£m

Profit for the year 11.0 18.5

Dividends paid to shareholders (14.3) (3.5)

Current tax on share based payment transactions 0.3 –

Deferred tax on share based payment transactions 0.1 0.5

Share based payment transactions (1.5) 0.6

Net movement in shareholders’ funds (4.4) 16.1

Opening shareholders’ funds 157.1 141.0

Closing shareholders’ funds 152.7 157.1

Wincanton plc Annual report and accounts 2022 – 149

Group five year record

As reported under Adopted IFRS

2022

£m

2021

£m

2020

£m

2019

£m

2018

£m

Revenue 1,421.4 1,221.9 1,201.2 1,141.5 1,171.9

Underlying operating profit

64.7 51.8 61.0 55.3 52.9

Operating profit 61.4 50.8 52.0 54.6 44.4

Net financing costs (6.6) (4.6) (8.2) (6.0) (6.5)

Underlying profit before tax

58.1 47.2 52.8 49.3 46.4

Profit before tax 54.8 46.2 43.8 48.6 37.9

Underlying profit after tax for the year

50.6 39.7 44.7 41.5 38.1

Underlying earnings per share

40.8p 32.0p 36.1p 33.5p 30.8p

Basic earnings per share 38.6p 31.5p 31.1p 34.5p 25.2p

Dividend per share 12.00p 10.35p 3.90p 10.89p 9.90p

Net cash/(debt) 3.7 11.9 (10.1) (19.3) (29.5)

1 Alternative Performance Measures: refer to Note 3 to the Group financial statements on pages 118 to 120.

2 Certain comparatives have been restated due to a required change in accounting policy which has resulted in costs previously capitalised now presented

asa non‑underlying expense within net operating profit, as explained in Note 1 to the Group financial statements on page 109.

3 IFRS 16 Leases was adopted on 1 April 2019 using the modified retrospective approach without restating prior year figures.

AccountsStrategic report Governance

150 – Wincanton plc Annual report and accounts 2022

Annual Report and Accounts

Copies are available on the website or on request from the Company Secretary.

Shareholder enquiries

The Group’s Registrar is Equiniti. When contacting the Registrar please remember to quote your 11 digit Shareholder Reference.

Equiniti

Aspect House

Spencer Road

Lancing

West Sussex

BN99 6DA

Telephone: +44 (0) 371 384 2272

Lines are open 8.30am to 5.30pm (UK time), Monday to Friday (excluding public holidays in England and Wales).

Analysis of shareholders

Client Wincanton plc

Offering Ordinary Shares of 10p

As at Date 31 March 2022

Balance Ranges Number of Holdings % of Holders Number of Shares % Issued capital

1 to 1,000 7,453 82.47% 2,119,613 1.70%

1,001 to 10,000 1,316 14.56% 3,627,430 2.91%

10,001 to 50,000 136 1.50% 2,885,479 2.32%

50,001 to 250,000 72 0.80% 8,213,399 6.59%

250,001 to 1,000,000 38 0.42% 18,341,575 14.73%

1,000,001 to Highest 22 0.24% 89,356,174 71.75%

Totals 9,037 100.00% 124,543,670 100.00%

Dividends

Dividends are normally paid twice per year. The Company encourages its shareholders to have dividends paid directly into their bank or

building society account. To set this up for the shares you hold, you should contact the Registrar for a dividend mandate form.

Share dealing service

Wincanton shares may be dealt through the Company’s Registrars. Alternatively please contact your bank, building society or stockbroker

whowill be able to assist you in dealing in your shares.

Share price quotation

The Company’s share price is quoted via the Wincanton website www.wincanton.co.uk where it is regularly updated through the day.

Shareholders’ enquiries

If you have an enquiry about the Company’s business or about something affecting you as a shareholder (other than queries regarding

shareholdings which are dealt with by the Registrar) you are invited to contact the Company Secretary.

Unsolicited mail

The Company is obliged to make its Register available to other organisations. Shareholders wishing to limit the amount of unsolicited mail

theymay receive as a result should contact the Mailing Preference Service by calling on 0207 291 3310 or online at www.mpsonline.org.uk.

Shareholder information

Wincanton plc Annual report and accounts 2022 – 151

Unsolicited investment advice

Shareholders are advised to be wary of unsolicited mail or telephone calls offering free advice, to buy shares at a discount or offering free

company reports.

If you receive any unsolicited investment advice:

– make sure you confirm the correct name of the person and organisation

– check that they are properly authorised by the FCA by calling 0800 111 6768 or by visiting register.fca.org.uk/s and then contacting

thefirmusing the details on the register

– report the matter to the FCA either by calling 0800 111 6768 or visiting www.fca.org.uk/consumers

– report suspected fraud and internet crime to the police through Action Fraud, which you can contact on 0300 123 2040 or visiting

www.actionfraud.police.uk

– if the calls persist, hang up

– inform our Registrars Equiniti on the shareholder helpline 0371 384 2272.

If you deal with an unauthorised firm, you will not be eligible to receive payments under the Financial Services Compensation Scheme.

Ifyouhave already paid money to share fraudsters, you should contact Action Fraud on 0300 123 2040.

More detailed information on this or similar activity can be found on the FCA website www.fca.org.uk/scamsmart/how-avoid-investment-scams.

ShareGift

If you hold only a few shares and feel that it would be uneconomical or simply not worthwhile to sell them, you could consider donating your

shares to charity through ShareGift (Registered Charity 1052686). Donated shares are aggregated and sold by ShareGift, the proceeds being

passed on to a wide range of UK charities. To find out more visit www.sharegift.org or call 020 7930 3737. Alternatively contact the Company’s

Registrar who can help arrange the transfer of your shares.

Wincanton plc website

The Wincanton website www.wincanton.co.uk provides news and information about the services offered by Wincanton as well as useful

information for investors.

Forward-looking statements

The Annual Report and Accounts and Wincanton’s website may contain certain ‘forward-looking statements’ with respect to Wincanton

plc and the Group’s financial condition, results of operations and business, and certain of Wincanton plc’s and the Group’s plans, objectives,

goalsand expectations with respect to these items.

Forward-looking statements are sometimes, but not always, identified by their use of a date in the future or such words as ‘anticipates’,

‘aims’, ‘due’, ‘could’, ‘may’, ‘should’, ‘expects’, ‘believes’, ‘intends’, ‘plans’, ‘targets’, ‘goal’ or ‘estimates’. By their very nature forward-looking

statements are inherently unpredictable, speculative and involve risk and uncertainty because they relate to events and depend on

circumstances that will occur in the future. Many of these assumptions, risks and uncertainties relate to factors that are beyond the Group’s

ability to control or estimate precisely. There are a number of such factors that could cause actual results and developments to differ

materially from those expressed or implied by these forward-looking statements. These factors include, but are not limited to, changes in

the economies and markets in which the Group operates; changes in the legal, regulatory and competition frameworks in which the Group

operates; changes in the markets from which the Group raises finance; the impact of legal or other proceedings against or which affect the

Group; changes in accounting practices and interpretation of accounting standards under IFRS, and changes in interest and exchange rates.

Any written or verbal forward-looking statements, made in our Annual Report and Accounts or on Wincanton’s website or made subsequently,

which are attributable to Wincanton plc or any other member of the Group or persons acting on their behalf are expressly qualified in their

entirety by the factors referred to above. Each forward-looking statement speaks only as of the date of our Annual Report and Accounts,

oronthe date the forward-looking statement is made. Wincanton plc does not intend to update any forward-looking statements.

AccountsStrategic report Governance

152 – Wincanton plc Annual report and accounts 2022

Non-executive Directors

Dr. Martin Read CBE (Chair)

Stewart Oades (Senior Independent Director)

Gill Barr

Anthony Bickerstaff

Mihiri Jayaweera

Debbie Lentz

Executive Directors

James Wroath (Chief Executive Officer)

Tim Lawlor (Chief Financial Officer) to 28 February 2022

Secretary and registered office

Lyn Colloff

Tel +44 (0) 1249 710000

company.secretary@wincanton.co.uk

Wincanton plc

Methuen Park

Chippenham

Wiltshire

SN14 0WT

Registered in England & Wales under No. 04178808

Auditor

BDO LLP

55 Baker Street

London

W1U 7EU

Brokers

Numis Securities Limited

45 Gresham Street

London

EC2V 7BF

Share Registrar

Equiniti

Aspect House

Spencer Road

Lancing

West Sussex

BN99 6DA

Company’s legal advisers

DWF LLP

Registered office:

1 Scott Place

2 Hardman Street

Manchester

M3 3AA

Registered number: OC328794

Herbert Smith Freehills LLP

Registered office:

Exchange House

Primrose Street

London

EC2A 2EG

Registered number: OC310989

Pinsent Masons LLP

Registered office:

30 Crown Place

London

EC2A 4ES

Registered number: OC333653

Clyde & Co LLP

Registered office:

The St. Botolph Building

138 Houndsditch

London

EC3A 7AR

Registered number: OC326539

Board of Directors and advisers

Wincanton plc’s commitment to environmental issues is reflected in

this Annual Report, which has been printed on Chorus Lux Silk, an FSC

certified material. This document was printed by Park Communications

using its environmental print technology, which minimises the impact

of printing on the environment. Vegetable-based inks have been

used and 99% of dry waste is diverted from landfill. The printer is a

CarbonNeutral

company. Both the printer and the paper mill are

registered to ISO 14001.

CBP012524

WINCANTON.CO.UK

Wincanton plc

Methuen Park

Chippenham

Wiltshire SN14 0WT

United Kingdom

Registered in England & Wales

under No. 04178808

Tel +44 (0)1249 710000

Wincanton plc Annual report and accounts 2022