ANNUAL REPORT 2020 Compass Group PLC Annual Report 2020 STRATEGIC REPORT 2 Chairman’s statement 4 Key performance indicators 6 Chief Executive’s review 10 Our market position 11 Our sectors 12 Our strategy and business model 14 Our business at a glance 16 Regional review 16 North America 18 Europe 20 Rest of World 22 Executive Committee 26 How we create value 28 Our stakeholders 28 Section 172 (1) statement 31 Our performance 32 Business review 41 Risk management 44 Principal risks 51 Our people 52 People report 59 Our purpose 60 Corporate Responsibility report CORPORATE GOVERNANCE 70 Governance and Directors’ report 70 Board of Directors 74 Chairman’s letter 77 UK Corporate Governance Code 78 Corporate Governance 92 Audit Committee report 104 Corporate Responsibility Committee report 110 Nomination Committee report 122 Directors’ Remuneration report 154 Other statutory disclosures FINANCIAL STATEMENTS 162 Directors’ responsibilities 163 Independent auditor’s report 174 Consolidated financial statements 182 Group accounting policies 194 Notes to the consolidated financial statements 268 Parent Company financial statements 270 Parent Company accounting policies 272 Notes to the Parent Company financial statements SHAREHOLDER INFORMATION 275 Shareholder information GLOSSARY 278 Glossary of terms Visit our website for related information www.compass-group.com Our 2020 Sustainability Report will be available online in January 2021 Strategic Report In 2020, we demonstrated that Compass is a strong and resilient organisation as we continued to manage the business through the lens of People, Performance and Purpose to protect the interests of all our stakeholders. At all times, our priority has remained the health and safety of our people and our consumers. We have worked hard to strengthen the long term prospects of the business and are well positioned to continue to support our people, clients, consumers and the communities in which we operate to emerge stronger from the COVID-19 pandemic. Read more about how we have responded to the challenges of 2020 while evolving our business to ensure continued long term success: People page 51 Performance page 31 Purpose page 59 Throughout the Strategic Report, and consistent with prior years, underlying and other alternative performance measures are used to describe the Group’s performance. These are not recognised under IFRS or other generally accepted accounting principles (GAAP). The Executive Committee of the Group manages and assesses the performance of the business on these measures and believes they are representative of ongoing trading, facilitate meaningful year on year comparisons and hence provide useful information to shareholders. Underlying and other alternative performance measures are defined in the glossary of terms on pages 278 and 279. A summary of the adjustments from statutory to underlying results is shown in note 34 on pages 251 and 252 and further detailed in the consolidated income statement (page 174), reconciliation of free cash flow (page 181), note 2 segmental reporting (pages 196 to 199) and note 35 organic revenue and organic profit (page 253). Compass Group PLC Annual Report 2020 1 STRATEGIC REPORT Chairman’s statement will keep future dividends under review and will restart payments when it is appropriate to do so. In order to build a solid foundation for the recovery, in May, we raised approximately £2 billion in equity to strengthen our balance sheet. The additional capital allowed us to lower our leverage which will help us weather the crisis whilst we continue to invest in the business to support our long term growth prospects and enhance our competitive advantages. I am particularly pleased that we gave our valued retail investors an opportunity to participate in the fundraising through a separate retail offer. STRATEGY Although the disruption brought about by COVID-19 created short Paul Walsh term challenges, it has also created medium term opportunities. We Chairman remain focused on food services – our core competence – and are adapting our strategy and operations to meet the changing needs of 2020 was a challenging year for Compass. The COVID-19 our clients and consumers so that we can continue to create long pandemic has had a significant impact on our businesses around term value. We are innovating more than ever and investing in our the world, and I’d like to thank our people for their hard work and people, technology and operations to develop solutions that take dedication during this difficult period. advantage of emerging trends in the industry. Details about how we are evolving our strategy can be found on pages 12 and 13. PEOPLE AND CULTURE Our response to the crisis was a testament to the strength of our CORPORATE RESPONSIBILITY AND SUSTAINABILITY culture and the resilience of our people. We acted swiftly and We have a strong commitment to corporate responsibility and have responsibly to ensure that we protected the interests of all our continued to build on this strength during the pandemic. We stakeholders. Our priority remained the health and safety of our increased our employee support in the areas of mental health, employees and consumers, as we supported those working on the stress management and resilience in many of our markets to better front line in the fight against COVID-19. Sadly, we lost a number of valued colleagues in different parts of the world, and I extend the equip our people in these times of uncertainty and change. In the deepest sympathies of the Board and everyone at Compass Group UK, Compass has become a Living Wage Recognised Service to the families of those affected. We are committed to doing all we Provider, a scheme endorsed by the Living Wage Foundation. can to support them. Our people are critical to our ability to achieve our goals in a FINANCIAL RESULTS responsible and sustainable manner. We have exceptional leaders Our performance in the first five months of the financial year was and are proud of what we have achieved to date in improving our very strong, with underlying organic revenue growth of gender diversity. Although there is more to do, as at the year end, approximately 6% and operating margin improvement of 20 bps we had 33% female representation on the Compass Group Board (10 bps excluding the impact of IFRS 16). However, the and 42% on the Executive Committee. containment measures introduced by governments and businesses in March and April to limit the spread of COVID-19 Looking ahead, we are focusing more closely on three priorities: resulted in the closure of 50% of our business. We acted quickly to food waste, our environmental impact – including climate change mitigate our costs and increase our liquidity and our performance – and sourcing responsibly from more resilient and sustainable improved slowly through the year. Despite the encouraging news supply chains. See pages 51 to 69 and www.compass-group.com about a potential vaccine, the pace and the shape of the recovery for more about our people and corporate responsibility activities. remains uncertain. As a result of the dramatic change in the GOVERNANCE AND THE BOARD trading environment due to COVID-19, our organic revenue for the year declined by 18.8% and the underlying operating margin was Companies today are judged as much by their integrity and 2.9% (2.8% excluding the impact of IFRS 16). On a statutory basis, trustworthiness as by their financial performance. One of my key operating profit for the year decreased by 81.9% to £294 million. responsibilities as Chairman is to ensure good governance for Details of our operational and financial performance can be found Compass (see pages 74 to 161). In this regard, I have been on pages 1 to 40. extremely well supported by the members of the Board. With their diverse backgrounds, they bring balance and a wealth of skills and DIVIDENDS AND EQUITY RAISE experience to our organisation that complements the talents of our We recognise the importance of a dividend to our shareholders. executive team. I would like to thank all of our Board colleagues for However, the Board had to balance this with the impact the their support and valuable contributions as we continue to maintain pandemic has had on our business. As a result, we decided not to oversight of the strategic, operational and compliance risks across pay dividends for the financial year ended 30 September 2020. We the Group, define our path to success and uphold the high standards expected of us. 2 Compass Group PLC Annual Report 2020 Strategic Report In January 2020, after almost seven years as Chairman, with a strong and well established Chief Executive in place, I announced POSITION IN FTSE 100 INDEX that I would be stepping down as Chairman and a director of the AS AT 30 SEPTEMBER 2020 21 Company. John Bason, Senior Independent Director, together (2019:16) with the Nomination Committee, led a thorough selection process, and in August 2020, we announced the appointment of Ian COMPASS SHARE PRICE PERFORMANCE Meakins as non-executive Chairman and a director of the VS FTSE 100 OVER LAST 3 YEARS (%) Company. Ian has an outstanding record of value creation and brings a wealth of experience to the Group. He joined the Board Last 12 months -44.1% on 1 September 2020 and will take over as Chairman on 1 December 2020, when I step down from the Board. -23.3% -20.8% As part of our ongoing review of Board membership, we continue Last 24 months to ensure that an appropriate number of independent non- -31.5% executive directors is maintained through an orderly succession, without compromising the effectiveness of the Board and its -9.6% -21.9% committees. Further to Ian’s appointment as Chairman, John Bason has agreed to extend his terms of appointment to Last 36 months provide continuity and support the transition.