Annual Report and Accounts 2013 people love Brands www.mbplc.com Mitchells & Butlers plc Annual Report and Accounts 2013 Brands people love Contents Company overview We’re the largest operator of IFC Brands people love 01 2013 Financial Highlights 02 Chairman’s statement managed restaurants, pubs 04 Mitchells & Butlers at a glance Strategic and business review and bars in the UK, providing 07 Our vision 09 Our markets and customers 11 Our opportunities a wide choice of eating and 17 Our business model and strategy 18 Risks and uncertainties 21 Key performance indicators 22 Chief Executive’s market and business review drinking-out experiences 28 Corporate social responsibility 32 Financial review through our well known Governance 36 Board of Directors 38 Directors’ report brands and delivering great 41 Directors’ responsibilities statement 42 Corporate governance statement 47 Audit Committee report service, quality and value 50 Report on Directors’ remuneration Financial statements for money to our guests. 66 Independent auditor’s report to the members of Mitchells & Butlers plc 68 Group income statement 69 Group statement of comprehensive income 70 Group balance sheet 71 Group statement of changes in equity 72 Group cash flow statement Reasons to invest: 73 Notes to the financial statements 99 Five year review Income statement information — Strong business 100 Company balance sheet 101 Notes to the Company financial statements foundations Shareholder information 108 Shareholder information 108 Glossary — Transformation programme on track — Substantial expansion opportunities — Clear operational priorities We are well positioned to deliver sustainable growth. Go online: www.mbplc.com What you’ll find: Investor relations Corporate responsibility 2013 Financial Highlights Company overview 01 – 05 Revenue +2.2% £1,895m and business review Strategic Adjusted operating profit* £312m +5.1% 07 – 34 Adjusted earnings per share* Governance 34.9p +17.1% 35 – 64 * Adjusted figures refer to results before exceptional items and other adjustments as noted in the Group Income Statement. Growth rates are against a comparable 52 week Income Statement in FY 2012. Financial statements Financial 65 – 106 Shareholder information 107 – 108 Mitchells & Butlers plc Annual Report and Accounts 2013 01 Chairman’s statement This has been a year of good progress within your business. We have strengthened the Board with three independent Non-Executive Directors, continued to make the changes necessary to transform the business from good to great, and delivered a 17% increase in adjusted earnings per share*. Whilst a number of challenges remain, we can look to the future with confidence. The value creation journey Right Balanced size transformation In FY 2012 we restructured our We are now reshaping the business so Retail Support Centre to reduce that we can consistently deliver great bureaucracy, speed up decision service to our guests to drive repeat making and start the cultural visits and recommendation, while change journey. delivering good financial results. 02 Mitchells & Butlers plc Annual Report and Accounts 2013 Company overview 01 – 05 This time last year, I wrote that my key focus Stewart Gilliland’s senior management The Company is in discussions with the Trustee for 2013 would be to enhance the balance, experience predominantly in the brewing of the group pension schemes regarding the skills and compliance of the Board through sector is highly relevant to many of the triennial actuarial valuation which is dated as the selection of appropriately qualified challenges that our business faces. He was at 31 March 2013, in order to agree the funding independent Non-Executive Directors. Chief Executive Officer of Muller Dairy (UK) shortfall and schedule of contributions. We I am delighted therefore that during the Limited until 2010 and prior to that held senior hope to conclude these discussions as quickly last year we have appointed three Board management positions in InBev SA, Interbrew as possible whilst balancing the interests of all Directors of exceptional capability. UK Limited and Whitbread plc. He is currently stakeholders. a Non-Executive Director of Booker Group plc, and business review Strategic Imelda Walsh has brought excellent people Sutton and East Surrey Water Co, Tulip Group Lastly, I would like to praise the efforts of management and retailing skills to the Board Limited, Nature’s Way Foods Limited, C&C our 40,000 employees. Our vision is that our and is therefore an ideal person to fill the role Group and Vianet Plc. guests love to eat and drink with us, and we of our Remuneration Committee Chair. She has are indebted to all of our people, from our held senior executive roles at J Sainsbury plc, Since I was appointed Executive Chairman restaurants, pubs and Retail Support Centre where she was Group HR Director from 2004 in October 2011, we have made significant in Birmingham, as we work towards this. to 2010, Barclays Bank plc and Coca-Cola & improvements to our corporate governance. Schweppes Beverages Limited. She is a Over the past two years, the Board has We are now in the balanced transformation Non-Executive Director and Remuneration recruited a strong leader in Alistair Darby stage of our value creation journey. Over the 07 – 34 Committee Chair of both William Hill plc and and has strengthened the Board through the last 12 months we have bedded in the Mothercare plc. appointments of Eddie Irwin, Imelda, Colin and organisational changes announced last year Stewart as Non-Executive Directors. In July, we and refined our brand strategies in light of Colin Rutherford’s corporate finance and finalised the membership of our Remuneration, changing consumer and market dynamics. accountancy skills are already proving highly Audit and Nomination Committees and have All this has been achieved whilst still growing valuable to the Board, particularly in his role updated their terms of reference, which are sales, improving operating margin and growing as our Audit Committee Chair. He was now in line with current best practice. My focus adjusted EPS by 17%*. There remains a lot to Governance Executive Chairman of MAM Funds plc, will continue to be on further improvements do, but the progress we have already made a quoted fund management business from in this area. An example is this Annual Report gives me great confidence in the future. 2009 to 2011, is a member of the Institute of itself, which we have attempted to make Chartered Accountants of Scotland and more useful and understandable for our Bob Ivell 35 – 64 has relevant experience in various public shareholders. Among other improvements, Chairman and private companies in the leisure and we have included a new remuneration report, hospitality industries. He is currently provided more information on our market and Chairman of Brookgate Limited, European our brands, extended our key performance Care Group Limited and Teachers Media indicators and included many of the new International Limited. requirements of the revised UK Corporate Governance Code, a year earlier than required. I hope these changes prove helpful. Financial statements Financial Balanced Accelerating transformation forward 65 – 106 As this transformation gains traction, the performance of the business will start to accelerate as we achieve our vision that guests love to eat and drink with us. Shareholder information 107 – 108 * Adjusted EPS is stated before exceptional items For further information go to the and other adjustments. Growth against last year is Chief Executive’s Market and compared to the 52 week adjusted EPS as detailed in the Financial Review. Business Review on pages 22 to 27. Mitchells & Butlers plc Annual Report and Accounts 2013 03 Mitchells & Butlers at a glance Harvester Toby Carvery A welcoming place for families to spend time The home of the roast! Toby Carvery is located together, have fun and share the pleasure of in suburban pub settings across the UK, good, honest food. Enjoy our free, unlimited serving four freshly prepared carved meats salad and fresh, tasty grilled meat and fish. and abundant fresh vegetables every day of the week. Number of sites Number of sites 210 154 Ember Inns Castle Relaxed and welcoming suburban pubs, A collection of unique pubs with individual where conversation flows. We serve the best personalities located in some of the best urban cask ales and classic pub food with a twist in residential areas in and out of London, serving stylish environments. the best draught beer and great pub food. Number of sites Number of sites 130 97 Nicholson’s O’Neill’s A historic collection of iconic city pubs of Pubs where you can savour Irish food, drink distinction offering a warm welcome and and hospitality with friends, listen to live music the very best in British real ales and classic or enjoy the latest sport events. pub food. Number of sites Number of sites 77 49 04 Mitchells & Butlers plc Annual Report and Accounts 2013 Company overview 01 – 05 Strategic and business review Strategic All Bar One Alex A collection of female-friendly city centre bars One of Germany’s leading bar and brasserie focused on wine, cocktails and sharing food. brands offering classic meals, salads and healthy snacks. 07 – 34 Number of sites Number of sites 47 40 Governance 35 – 64 Miller & Carter Browns You will not experience a better steak than that Since opening our first Browns in 1973, we’ve at Miller & Carter. Our award winning steak is been providing delicious brasserie-style food, served with pride across the UK. excellent wines and classic cocktails in beautiful surroundings with superb service. The brand Financial statements Financial celebrated its 40th anniversary this year. Number of sites Number of sites 29 27 65 – 106 Shareholder information Heartland Country Pubs A collection of the UK’s friendliest pubs We are proud to manage over 300 of the best and carveries. What unites these pubs is country pubs in the UK, all offering modern pub unbeatable value for money, generosity and food and outstanding drinks served with care 107 – 108 big-hearted service.