Company Registration No. 2090126 Compass Group Holdings PLC Annual Report and Financial Statements For the year ended 30 September 2020 Compass Group Holdings PLC Annual report and financial statements 2020 Contents Page Officers and professional advisers 1 Strategic Report 2 Directors’ Report 4 Directors’ Responsibilities Statement 7 Independent Auditor’s Report to the members of Compass Group Holdings PLC 8 Profit and loss account 10 Statement of comprehensive income 11 Balance sheet 12 Statement of changes in equity 13 Notes to the accounts 14 Compass Group Holdings PLC Annual report and financial statements 2020 Officers and professional advisers Directors D W Blakemore K Witts A R Yapp Secretary A R Yapp Registered Office Compass House Guildford Street Chertsey Surrey KT16 9BQ Auditor KPMG LLP 15 Canada Square London E14 5GL 1 Compass Group Holdings PLC Strategic Report The directors, in preparing this Strategic Report, have complied with section 414C of the Companies Act 2006 (CA 2006). Business review and principal activities Compass Group Holdings PLC (the Company) manages and licenses trademarks to its subsidiary undertakings and it is the intention of the directors that the Company will continue to act in this capacity. Hospitality Holdings Limited holds 99.938% and Compass Group PLC holds 0.062% of the Ordinary shares of the Company. The results for the Company show a pre-tax profit for the year of £42,800,000 (2019: £1,132,900,000) and net assets at 30 September 2020 of £4,560,600,000 (2019: £4,503,400,000). The future prospects of the Company remain in line with current results and the directors do not anticipate any material changes to the activities of the Company. The Company’s directors believe that analysis using key performance indicators is not necessary for an understanding of the position of the business. The performance of Compass Group PLC (the Group) is discussed in its Annual Report which does not form part of this Report. A copy of the Compass Group PLC Annual Report 2020 (annual report) can be found on the Compass Group PLC website at www.compass-group.com or from the Company Secretarial Department at Compass House, Guildford Street, Chertsey, Surrey, KT16 9BQ. The Company will continue to act as a management company in the future. Principal risks and uncertainties Whilst the Group’s operations continue to be disrupted by the COVID-19 pandemic we have successfully implemented action plans to mitigate a significant proportion of our cost base to preserve the profitability and liquidity of the Group. Our priority has also continued to be the health, safety and wellbeing of our employees and customers. Sites that are open are operating with enhanced health and safety protocols. Personal protective equipment requirements are in line with local government and public health guidance and there is a continued focus on mental health awareness. A post-Brexit deal on trade and other issues was agreed in December 2020 between the UK and the EU. While there is clearly more for the UK and EU to work through, we believe that the deal as agreed, coupled with our own contingency planning, means we do not expect any material financial or operational impact resulting from Brexit. We are confident that we can continue supporting and delivering great services for our UK and international clients and consumers. The Company has only intra-group investments and balances, no third party debt and hence no external interest rate exposure. Certain investments in subsidiary undertakings and intra-group balances are denominated in foreign currency and so there is a gain/loss associated with the translation taken to the profit and loss account. From the perspective of the Company, the principal risks and uncertainties are integrated with the principal risks of the Group and are not managed separately. The principal risks of the Group are discussed in Compass Group PLC’s Annual Report 2020 and as subsequently updated in its 2021 half year results announcement which does not form part of this Report. Both of these documents can be viewed on the Compass Group PLC website www.compass-group.com. Section 172(1) statement – Compass Group Holdings PLC Section 172 of the Companies Act 2006 requires a director of a company to act in the way he or she considers, in good faith, would most likely promote the success of the company for the benefit of its members as a whole. In doing this section 172 requires a director to have regard, amongst other matters, to the: • likely consequences of any decisions in the long-term; • interests of the company’s employees; • need to foster the company’s business relationships with suppliers, customers and others; • impact of the company’s operations on the community and environment; • desirability of the company maintaining a reputation for high standards of business conduct, and • need to act fairly as between members of the company. 2 Compass Group Holdings PLC Strategic Report (continued) Section 172(1) statement – Compass Group Holdings PLC (continued) In discharging their duties under section 172 the directors have regards to both the factors set out above and others that may be considered relevant to the decisions being made. The directors acknowledge that every decision made will not necessarily result in a positive outcome for all of the Company’s stakeholders. By considering the Company’s purpose, vision and values together with its strategic priorities and having a process in place for decision-making, the directors aim to ensure that Board decisions are consistent and predictable. As is normal for large companies, the directors delegate authority for day-to-day management of the Company to executives engaged in setting, approving and overseeing the execution of the business strategy and related policies of the Group. While there are cases where the board itself judges that it should engage directly with certain stakeholder groups or on certain issues, the size and spread of both our stakeholders and the Group means that generally stakeholder engagement best takes place at an operational or Group level. The directors consider that as well as being a more efficient and effective approach, this also helps achieve a greater positive impact on environmental, social and other issues than by working alone as an individual company. How the Group engages with its stakeholders is described on pages 28 and 29 of the Compass Group PLC Annual Report 2020 (the ARA). The principal activity of the Company is to act as a holding company for other entities in the Group, and to manage and licence trademarks to its subsidiary undertakings. In this context the Company’s main stakeholders are other companies within the Group, and the Company’s employees. The views of and the impact of the Company’s activities on those stakeholders are an important consideration for the directors when making relevant decisions. More information on how the directors engage with the Company’s employees and take account of their interests, and how directors have engaged with suppliers, customers and others in a business relationship with the Company are described in the Directors’ Report. Examples of how the directors have had regard to the matters set out in section 172(1)(a)-(f) when discharging their section 172 duties, and the effect of those decisions, include the consideration of the adoption by the Company of the Compass Subsidiary Governance Code (the Code), and the Compass Group PLC Modern Slavery and Human Trafficking Statement (the MSA). In deciding whether to adopt the Code the directors considered whether its adoption would be in the best interests of its stakeholders, including its shareholders, employees and other group companies. It was concluded that formalising the governance arrangements of the Company, particularly with regard to the consideration of stakeholder views when taking decisions would be in the best interest of stakeholders as a whole. In adopting the MSA the directors considered whether appropriate controls and procedures were in place to mitigate the risk of human trafficking within the Company’s supply chains. It was concluded that adoption of the MSA statement and the Company’s continued efforts in this area was in the best interests of the Company’s employees and its wider stakeholder community. Going Concern After making enquiries and receiving a letter of support from the ultimate parent company, Compass Group PLC, the directors have a reasonable expectation that the Company, as part of the Compass Group, has adequate resources to continue in existence for the 12 months from the date of approval of this Report. For this reason, the directors continue to adopt the going concern basis in preparing the accounts. Approved by the Board of Directors and signed on behalf of the Board K Witts Director 24 June 2021 Compass Group Holdings PLC Registered in England and Wales No. 2090126 3 Compass Group Holdings PLC Directors’ Report The directors present their Annual Report and the audited financial statements for the year ended 30 September 2020. Directors The following served as directors during the year and were in office at the date of signing the Report and Financial Statements: D W Blakemore K Witts A R Yapp Dividends The Company did not pay interim dividends to the parent company during the year (2019: £532,723,000), more details of which can be found in note 8 on page 22. The directors do not recommend the payment of a final dividend in respect of the financial year ended 30 September 2020 (2019: £nil). Branches outside the UK The Company has a branch in France with offices in Paris and Marseille. Employees The Company and the Group places importance on employee engagement, keeping employees regularly informed on matters of concern to them as employees, issues affecting their performance, and promoting a common awareness of the financial and economic factors affecting the performance of the Company.