One51 Headquarters. Plastics Division. Environmental Services Division ( ClearCircle )

Transcription

1 Annual Report & Accounts 2015

2 One51 Headquarters Plastics Division Environmental Services Division ( ClearCircle )

3 One51 at a glance - Who we are One Fifty One plc ( the Company ) and its subsidiaries (together, One51 or the Group ) comprises two operating divisions. These are our Plastics Division ( Plastics ) and our Environmental Services Division ( ClearCircle ). Plastics Plastics consists of two sub-divisions, one being OnePlastics Group ( OPG ) and the other being IPL Inc ( IPL ), the North American based business acquired in July Plastics supplies products to a broad range of customers across end markets in Ireland, the United Kingdom, North America and China from eight production facilities (three in the UK; one in Ireland; one in China; three in North America). Plastics is engaged in the supply and distribution of manufactured products across three primary business categories, as follows: Environmental Containers wheeled bins and caddies for the waste management and recycling industries; Packaging rigid plastic packaging for the pharmaceutical, food service, electronics, agricultural and adhesive coating industries; and Industrial Products manufacturing partner to blue chip customers in the construction, furniture and material handling sectors. ClearCircle ClearCircle is the umbrella brand for specialist environmental services including hazardous waste management and industrial services (together, Specialist Environmental Services or SES ), the metals recycling business and the materials recycling business. ClearCircle provides environmental services to a broad range of customers from twelve operating facilities in Ireland and the UK. One51 employs c. 1,600 people in Ireland, the UK, Canada, the United States and China. The Group is headquartered in Dublin, Ireland. Information Financial Statements Directors Report Strategic Report 01

4 Contents Strategic Report 3 Key Financial Performance 5 Directors and Other information 6 Chairman s Statement 10 Chief Executive s Review 22 Financial Review Directors Report 28 Directors Biographies 30 Directors Report 33 Directors Statement on Corporate Governance 37 Report of the Nomination Committee 38 Report of the Audit Committee 40 Report of the Remuneration Committee on Directors Remuneration 44 Statement of Directors Responsibilities in respect of the Directors Report and the financial statements Financial Statements 45 Independent Auditor s Report 46 Group Income Statement 47 Group Statement of Other Comprehensive Income 48 Consolidated Statement of Financial Position 49 Group Statement of Changes in Equity 51 Consolidated Statement of Cash Flows 52 Notes to the Consolidated Financial Statements 116 Company Statement of Financial Position 117 Company Statement of Changes in Equity 118 Company Statement of Cash Flows 119 Notes to the Company Financial Statements Information 122 Information for Shareholders 02

5 Key Financial Performance Three Year Summary Financial Information (restated) (4) (restated) (4) Continuing operations m m m Group revenue EBITDA (1) EBIT (2) Profit from continuing operations before exceptional items Profit from continuing operations after exceptional items Adjusted diluted earnings per share (cent) (3) Shareholders equity (1) EBITDA represents earnings before interest, taxation, depreciation, amortisation, exceptional items, non-recurring items and the Group s share of profits from its equity-accounted investees. (2) EBIT is EBITDA less depreciation and amortisation. EBITDA and EBIT are reconciled to the Group Income Statement in note 3 to the financial statements and the earnings per share reconciliation is included in note 12. (3) Adjusted diluted Earnings per Share is calculated by dividing the adjusted profit attributable to ordinary shareholders (which excludes exceptional and non-recurring items, and their tax effects and the Group s share of after tax profits of its equity-accounted investees) by the weighted average number of Ordinary Shares and options with a dilutive effect. (4) The restatements in respect of 2014 and 2013 arise from the change in accounting policy with regard to how the Group accounts for its investment in Altas Investments plc, formerly NTR plc. This is explained in notes 1 and 8. Information Financial Statements Directors Report Strategic Report 03

6 Key Financial Performance Revenue m % from EBITDA* m 67.1% 2015 from Adjusted Diluted EPS** (Cents) 30.5% 2015 from Total Equity m 13.7% 2015 from Revenue by Geography 2015 Revenue by Division 2015 EBITDA by Division* 366.0m 366.0m 36.1m Ireland 28% North America 24% Plastics 63% Plastics 78% Rest of World 1% UK 47% ClearCircle 37% ClearCircle 22% * EBITDA excludes exceptional and non-recurring items and the Group s share of profits of its equity-accounted investees. In calculating EBITDA by division, central Group overheads have been attributed to the divisions on a pro-rata basis. ** Adjusted Diluted Earnings per Share is calculated by dividing the adjusted profit attributable to ordinary shareholders (which excludes exceptional and non-recurring items, and their tax effects and the Group s share of after tax profits of its equity-accounted investees) by the weighted average number of Ordinary Shares outstanding, as adjusted for the effects of all Ordinary Shares and options with a dilutive effect. All amounts are accounted for under IFRSs. 04

7 Directors and Other Information Non-Executive Chairman Denis Cregan Executive Directors Alan Walsh (Chief Executive) Pat Dalton (Chief Financial Officer) Non-Executive Directors Rose Hynes Hugh McCutcheon Geoff Meagher Company Secretary Susan Holburn Board Committees as at 31 December 2015 Audit Committee Geoff Meagher (Chair) Rose Hynes Hugh McCutcheon Nomination Committee Denis Cregan Alan Walsh (Executive) Remuneration Committee Hugh McCutcheon (Chair) Geoff Meagher Principal Bankers Allied Irish Banks plc Bank of Ireland Group HSBC Bank plc Ulster Bank Ireland Limited National Bank of Canada Bank of Montreal Caisse Centrale Desjardins Royal Bank of Canada Laurentian Bank of Canada Solicitors A & L Goodbody IFSC North Wall Quay Dublin 1 LK Shields 40 Upper Mount Street Dublin 2 McCann FitzGerald Riverside One Sir John Rogerson s Quay Dublin 2 Stikeman Elliott LLP 1155 Boulevard René-Lévesque Ouest Montreal, QC H3B 3V2 Canada Auditor KPMG Chartered Accountants 1 Stokes Place St. Stephen s Green Dublin 2 Registered Office 151 Thomas Street Dublin 8 Information Financial Statements Directors Report Strategic Report 05

8 Chairman s Statement focused on growing our core businesses Dear Shareholder, We are pleased to report that 2015 was a year characterised by significant progress for One51 as it firmly moved forward into a phase of growth and development. 06

9 Significant Progress During the year, significant progress was achieved which will considerably support and enhance the future growth prospects and performance outlook for the Group. Our Plastics division expanded considerably during 2015 through both acquisition and continued focus on organic development initiatives. In July 2015, the Group announced that it, together with two Canadian equity partners, had acquired IPL, a Canadian headquartered group with operations in Canada and the United States. This acquisition is transformational for One51 on many levels. IPL significantly increases One51 s international reach and also provides a scalable platform for future growth in North America. We are pleased to report that the business is meeting expectations since acquisition. Early stage initiatives are underway between IPL and OPG focused on various cross selling and knowledge sharing initiatives and we remain excited about the opportunities open to the business which your management team is firmly focused on capturing as we move forward. In tandem with focusing our future growth plans on select areas of the North American market through the acquisition of IPL, we continued to develop OPG where we completed the successful integration of Straight plc with MGB Plastics to create the largest environmental waste and recycling container business in the UK. Post year end, OPG also announced its intention to develop a new food grade plastic packaging manufacturing facility at its existing site in Cork, together with an expansion of its manufacturing facility near Shanghai in China, to cater for rising customer demand also marked a step change across Plastics in terms of product development and value-add capabilities. OPG developed a dedicated Innovation Centre of Excellence to foster innovation and new product development across OPG. The acquisition of IPL brings with it an advanced product research and development capability and our intention is to continually strengthen these centres as a source of considerable competitive advantage for the Plastics division in the marketplace. Our ClearCircle business continued its evolution towards focusing on high value niche sectors of the environmental services sector in Ireland and the UK. This progress involved the continued rationalisation of our metals and materials recovery operations and the acquisition of two regional specialist environmental services businesses (one in September 2015 and the other in January 2016) in the UK, together with continued investment in the underlying businesses. In December 2015, One51 received 51.8 million following the decision by Altas Investments plc (formerly NTR plc) to demerge its European Wind Business and provide liquidity to shareholders. One51 continues to hold a 23.6% shareholding in Altas Investments plc which it will manage to realisation over the medium term. This distribution marked the culmination of the process of successfully rationalising the Group s historically diverse portfolio of interests. The Group has now reached considerable scale on an international level with growth platforms in place across Plastics and ClearCircle providing diversified income streams in multiple geographies and end markets. As a result of the progress made during the year, the Group is now in a stronger position to capture further opportunities to drive future value growth. Solid Financial Position The financial performance of the Group was in line with expectations for the year. Plastics was in line with expectations. Within ClearCircle, our Specialist Environmental Services business delivered a solid performance. ClearCircle s materials recovery business which includes the metal recycling business, has continued to be adversely impacted by the effects of the very challenging commodity pricing environment. Earnings before Interest, Taxation, Depreciation and Amortisation (EBITDA 1 ) before exceptional items, non-recurring items and the Group s share of equity-accounted investee profits was 36.1 million (2014 restated: 21.6 million). The profit for the financial year for 2015 amounted to 18.4 million (2014 restated: 20.6 million). Net debt 2 (excluding Convertible Loan Notes) was million at 31 December 2015 (2014: 7.4 million), the increase driven primarily by the drawdown of borrowings to fund the acquisition of IPL. Strategy The Group continues to follow a clear strategy based on the development and growth of One51 s core operating businesses in Ireland, the UK, China and North America. One51 is committed to implementing a number of strategic initiatives aimed at delivering the next phase of growth for both its Plastics and ClearCircle divisions as evidenced through the acquisition of IPL in July 2015 and more recently the smaller bolt-on ClearCircle acquisitions. 1 EBITDA is reconciled to the income statement in note 3 to the financial statements. 2 Net debt is a non GAAP measure as defined on page 25. Information Financial Statements Directors Report Strategic Report 07

10 Chairman s Statement (continued) The Group now derives more than 80% of its EBITDA from Plastics and the Group s operations are spread across a number of geographies serving a large customer base across various end markets. Dividend On taking into account the stage of evolution of the Group, the Board is of the opinion that retention of available earnings within the Business is the most prudent and optimum application of such funds. It is therefore not proposed to make dividend payments in respect of the 2015 financial year. This matter will be kept under review. Governance One51 remains committed to high standards in corporate governance. The Board has undertaken to continue to comply with appropriate corporate governance arrangements having regard to best practice taking into account the size of the Group and the nature of its activities. The Directors Statement on Corporate Governance describes the corporate governance arrangements in place. Management and Staff One51 now has c. 1,600 employees in its global operations and I want to thank the staff for their continued support, loyalty, hard work and commitment to the development of the Group. It is because of the considerable effort of our staff and management that One51 has been able to successfully respond to the challenges and opportunities it faced and to deliver on the significant achievements of recent years. On behalf of the Board and all shareholders, I would like to take this opportunity to note their significant contribution to One51 s performance. Outlook Notwithstanding an uncertain global economic outlook, including a depressed environment for commodity prices and pronounced volatility in foreign exchange rates, the Group ended 2015 on a solid footing and that momentum has carried into 2016 to date. The Group now derives more than 80% of its EBITDA from Plastics and the Group s operations are spread across a number of geographies serving a large customer base across various end markets. As we move towards our next phase of growth, maintaining the appropriate capital structure, having access to alternative forms of capital and enhancing liquidity in the Company s shares are all areas of key focus. I am confident in the robustness of the Group s operations and in the ability of the Group to grow profitably into the future and to continue to increase in value over the medium term. Denis Cregan Chairman 21 March

11 IPL Plant, Saint-Damien Information Financial Statements Directors Report Strategic Report 09

12 Chief Executive s Review a greatly changed group with operations spanning three continents Dear Shareholder, The year to 31 December 2015 was a year of significant progress and continued growth for One51. This was evidenced in particular by two key events, namely the Group s entry into the North American plastics market through the IPL acquisition and the receipt of 51.8 million from our investment in NTR plc (now Altas Investments plc). The integration of the IPL business with OPG remains a key priority and has progressed satisfactorily to date. 10

13 Over the past number of years, One51 has undergone a significant process of change and is now a transformed Group with operations in plastics and environmental services spanning three continents. Overall, our businesses continued to perform in line with expectation in Some key strategic objectives achieved during 2015 were: the transformative acquisition of IPL in North America in July 2015, providing the Group with a strong presence and a platform for future growth in the North American market; the successful monetising of a significant portion of our investment in NTR plc (now Altas Investments plc), realising 51.8 million in cash; the successful integration of the Straight plc business acquired in August 2014, with our MGB Plastics business, to create the largest environmental plastic manufacturing business in the UK; the bolt-on acquisition of the Greenway Environmental business in the UK to bolster our Specialist Environmental Services offering in that market; the rationalisation and divestment of a number of underperforming metals recycling businesses in the Greater Manchester area in the UK; and continuing to position One51 for future growth by identifying appropriate organic and acquisition opportunities which can drive shareholder value growth. Subsequent to the year end, we acquired H&T Labour and Vacuumation Services Limited ( H&T ) to further enhance our service offering and geographic reach in the UK Specialist Environmental Services market. We also announced a significant investment in our Plastics facility in Cork which will leverage the extensive product range, research and development and cross selling opportunities available to us following completion of the IPL acquisition. Group Overview The Group has two operating divisions Plastics and ClearCircle. Plastics Plastics consists of two sub-divisions, one being OPG and the other being IPL. Plastics supplies products to a broad range of customers across the following market sectors in Ireland, the UK, North America and China, from eight production facilities (three in the UK; one in Ireland; one in China; and three in North America): ClearCircle ClearCircle provides the following specialist environmental services to a broad range of customers from twelve facilities in Ireland and the UK: Throughout 2015 your management team has continued to build on the positive momentum of recent years. Our strategic goals remain clear: to grow Plastics and ClearCircle through both organic investment and acquisition where appropriate. Trading Results Revenue for the year was million (2014: million). EBITDA before exceptional items, non-recurring items and the Group s share of equity-accounted investee profits was 36.1 million (2014 restated: 21.6 million). The profit for the year amounted to 18.4 million (2014 restated: 20.6 million). Net debt (excluding Convertible Loan Notes) was million at 31 December 2015 (2014: 7.4 million). If IPL had been acquired from 1 January 2015, revenue for the year would have been million and EBITDA for the year would have been 51.0 million. The 2015 trading performance was in line with expectations, largely driven by a solid performance from our Plastics division. This was achieved by the continued solid performance of OPG together with the impact of the results of IPL from 23 July ClearCircle s Specialist Environmental Services operations also performed in line with expectations. The Materials and Metals Recycling businesses continue to face significant challenges driven by adverse volatility in global commodity pricing and demand trends in the global steel manufacturing and recycling sectors in general. Environmental Containers wheeled bins and caddies for the waste management and recycling industries; Packaging rigid plastic packaging for the pharmaceutical, food service, electronics, agricultural and adhesive coating industries; and Industrial Products manufacturing partner to blue chip customers in the construction, furniture and material handling sectors. Hazardous waste management, including industrial services; Metals (ferrous and non-ferrous) recycling; and Materials recovery, i.e. glass and fridges. Information Financial Statements Directors Report Strategic Report 11

14 Chief Executive s Review (continued) - Plastics Division 2015 was another successful year for Plastics, characterised by a solid underlying trading performance in the businesses, the impact of the transformative IPL acquisition in North America and the full year impact and successful integration of Straight plc. Plastics has a portfolio of specialist injection moulding businesses which, as well as developing and designing its own products, offers a full contract manufacturing service. The strategy of Plastics is to strengthen its position as a leading provider of quality plastics products to a variety of end users across a global market, while enhancing margins through innovation and operational excellence. Plastics recorded solid underlying trading in 2015 which was boosted by strong demand for wheeled bins as well as continued growth in its Chinese operation, together with the addition of the IPL business from 23 July Revenue was million in 2015 (2014: million) and EBITDA was 33.1 million (2014: 15.7 million). Revenue Split by Division* 231.8m Revenue Split by Division** 339.3m 63% of Group Revenue 72% of Group Revenue *Including IPL revenue from period since acquisition (23 July 2015) **Including IPL revenue for the full year

15 Information Financial Statements Directors Report Strategic Report 13

16 Chief Executive s Review (continued) - Plastics Division OPG OPG operates from five sites across Ireland, the UK and China occupying approximately 400,000 square feet of manufacturing and warehousing space and employing c.500 people. OPG operates a modern and extensive suite of c.130 moulding machines across its sites. OPG s ambition is to continue to strengthen its market position in the three sectors in which it operates. OPG plans to improve profitability by increasing volumes and enhancing margins through innovation and operational excellence. OPG focuses on operational excellence in production, procurement activities, customer service initiatives and in financial management. OPG has specific performance targets identified for each of these areas was another solid year for OPG, characterised by the successful integration of Straight plc, which was acquired in the second half of The acquisition of Straight plc represented an exciting opportunity for OPG as it added considerable breadth, depth and scale to OPG s existing product offering and, together with MGB Plastics, created the leading waste and recycling container business in the UK with opportunities to grow into other markets. 14

17 In Ireland, OPG supplies a range of containers to the agricultural and decorative coatings industries, and also manufactures bespoke products for multinational companies serving the nutrition, pharmaceutical and computer storage sectors. Its manufacturing plant in China supports the Irish operation by producing bespoke products for the computer storage sector which allows it to support the global supply chain of its customers. In the UK, MGB Plastics and Straight manufacture and supply wheeled refuse bins and other recycling containers to the UK market. Following the acquisition of Straight, OPG is the largest wheeled bin and recycling container producer in the UK, with customers in both the public and private sectors. In addition, the AAC business contract manufactures a range of other high-volume items, including construction products, school chairs and trays, for a number of blue-chip customers. As well as supplying paint containers to the decorative coatings industry in the UK, Protech Plastics Containers ( PPC ) has expanded its product portfolio and now supplies plastic pail containers to a range of industries such as the fencing and adhesive markets. OPG has an increasing number of high-profile multinational customers in Ireland and the UK and has developed plastic products in partnership with a number of blue chip international companies. The OPG management team actively manages these relationships while continuously exploring opportunities to better serve the ever changing requirements of customers. Post year end, OPG announced that it was investing 8 million in Protech Plastics ( Protech ) in Cork, Ireland and is also expanding its manufacturing facility in Shanghai, China. The investment in Ireland will result in the development of a state of the art food grade manufacturing facility located at Protech s existing site at Little Island, Cork. The investment is targeted at enabling Protech to produce innovative packaging products to support the growing Irish food industry. The investment will result in the new food grade manufacturing facility adopting the latest state-of-art production technologies and automation. The doubling of the facility in Shanghai, China is required to cater for rising customer demand and also to ensure that our facilities are appropriately configured for future customer growth. If IPL had been acquired from 1 January 2015, revenue for the year would have been million and EBITDA for the year would have been 51.0 million. IPL On 3 July 2015, the Group announced that it, together with two Canadian equity partners, was acquiring IPL, a Canadian headquartered group with operations in Canada and the USA, for a total consideration of c.cad$283 million (excluding transaction costs) with One51 acquiring a 67% majority shareholding. The remaining equity is owned by external investors Caisse de Dépôt et Placement du Québec ( CDPQ ) with 22% and Fonds de Solidarité des travailleurs du Québec (FTQ) ( FSTQ ) with 11%. The transaction closed on 23 July The acquisition of IPL was a transformational deal for One51 providing both scale and strategic fit to the Group. The acquisition significantly increases the Group s international reach and provides One51 with a platform for future growth in North America thereby providing the Group with access to significant new markets for existing products. It also allows One51 to bring a wide range of exciting new products, especially in food packaging and bulk containers, to existing OPG customers. IPL is a leading North American manufacturer of injected moulded plastic products. From three manufacturing plants in Saint Damien (Canada), Edmundston (Canada) and Missouri (US), the company manufactures waste carts, bulk packaging, retail packaging and material handling containers. It comprises two constituent divisions, namely Retail Packaging and Bulk & Environment ( B&E ). The former has two production facilities: Edmundston in New Brunswick which manufactures thin-wall containers for a regional market; and Lee s Summit, Missouri, which services a national market for retail lids and over-caps. The B&E division has a single production facility in Saint Damien, Canada, which produces waste carts, bulk packaging and material handling containers. IPL occupies approximately 850,000 square feet of manufacturing and warehousing space and employs c.700 people. IPL operates a modern and extensive suite of c.90 moulding machines across its sites. Information Financial Statements Directors Report Strategic Report 15

18 Chief Executive s Review (continued) - ClearCircle TM ClearCircle is the umbrella brand for the Group s Specialist Environmental Services activities and the Metals and Materials Recycling activities which are located in Ireland and the UK. The businesses within the division provide a range of environmental services including hazardous waste management activities and services involved in the recovery of resources for recycling and reuse in a sustainable manner. The division generated revenue of million during the year (2014: million) and EBITDA of 9.1 million (2014: 10.7 million). Revenue Split by Division 134.2m 37% of Group Revenue 16

19 Information Financial Statements Directors Report Strategic Report 17

20 Chief Executive s Review (continued) - ClearCircle Environmental Specialist Environmental Services ( SES ) ClearCircle s Irish SES business, Rilta Environmental Limited ( Rilta ) is licensed by the Environmental Protection Agency and has ISO 9001 and accreditations. The key activities of Rilta include waste brokerage, contaminated soil disposal, waste oil collection and recycling, industrial services, waste treatment, recycling waste packaging, recycling transformers, asbestos disposal and lead acid battery collection and disposal. A market leader within many of its chosen service segments, Rilta is well positioned to benefit from any upturn in domestic economic activity. Rilta remains focused on customer service, providing innovative solutions and adapting to new market opportunities. ClearCircle s UK SES business is Future Industrial Services Limited ( Future ). Future holds permits issued by the UK Environmental Agency and holds ISO 9001 and accreditations. The business provides hazardous waste management and industrial services from three locations, Kirkby, Newport and Berwick-upon-Tweed. A significant capital expenditure programme has been undertaken in the last two years to develop the Kirkby and Berwick sites which will further support the planned growth for 2016 and future years. The SES business delivered a solid performance during the year and is now seeing some of the underlying economic recovery in the UK and Ireland feed through at this point in the cycle. In September 2015, the Group announced the acquisition of the business and assets of Greenway Environmental Services Limited ( GES ). GES provides industrial services to the manufacturing and construction sectors in the North West of England. GES has since been fully integrated with Future. Revenue in the SES businesses increased by 27.8% in 2015 to 41.4 million (2014: 32.4 million) as a result of an increase in project related work in Ireland, the GES acquisition in the UK and the strength of sterling in the year. EBITDA for the business increased by 29.7% to 4.8 million (2014: 3.7 million) together with an increase in EBITDA margin to 11.6% (2014: 11.4%). To support future growth in this business we increased capital expenditure in the business to 3.8 million (2014: 1.8 million). Post year end, the acquisition of H&T was announced to further expand ClearCircle s SES service offering and geographic reach in the UK. H&T is a specialist industrial services operator based in Rugby, providing a range of maintenance and industrial cleaning solutions to the cement and manufacturing sectors throughout the UK. The acquisitions of GES and H&T is consistent with One51 s strategy to develop its ClearCircle business across niche areas of the environmental services sector in Ireland and the UK. 18

21 Metals and Materials Recovery ClearCircle s Metal Recycling business in Ireland operates four sites in Cork, Galway, Limerick and Mountmellick. These operations are engaged in scrap metal processing, end of life vehicle processing and ferrous/nonferrous metals trading. In the UK, a further two facilities are operated in the South East of England. The common theme between these businesses is the collection and processing of end of life ferrous and nonferrous material for resale. The Metals Recycling businesses continue to be impacted by weakened global demand and depressed commodity prices. During the year, the Group completed an assessment as to the options available to it with respect to the operations undertaken by One51 ES Metals (North) Limited at its three metals recycling facilities in the greater Manchester area. This assessment resulted in the Group determining in late July that certain of those operations would be wound down and this process completed before year end. The Group is in the process of divesting the remaining assets from that business. One part of the business was disposed of to a third party. Two further materials recovery facilities are located in Northern Ireland which are engaged in the remediation of end-of-life white goods (principally refrigerators) and glass recycling. Management are in the process of consolidating these activities into one site. Revenue in the Metals and Materials recovery businesses decreased by 23.7% in 2015 to 92.8 million (2014: million) primarily as a result of the continued decline in global commodity prices and the discontinuation of our Metals North metals recycling business in the UK from July EBITDA for the combined businesses decreased by 38.6% to 4.3 million (2014: 7.0 million) and the EBITDA margin decreased to 4.6% (2014: 5.7%). Management continues to review the performance of individual business locations with a view to simplifying the activities carried on, streamlining the cost base and being in a position to respond quickly to changes in global demand. The SES business delivered a solid performance during the year and is now seeing some of the underlying economic recovery in the UK and Ireland feed through at this point in the cycle. Information Financial Statements Directors Report Strategic Report 19

22 Chief Executive s Review (continued) Investments Altas Investments plc (formerly NTR plc) One51 continues to hold a 23.6% interest in Altas Investments plc ( Altas ), formerly NTR plc, at year end. The Group changed its policy as to how it accounts for this investment to an equity-accounted investee as opposed to that of an available-for-sale financial asset carried at fair value. Altas obtained approval from its shareholders in September 2015 to proceed with a capital reduction and the demerger of its European wind business to a new company. One51 plc has participated in the redemption of shares in the newly incorporated demerged entity and this resulted in the Group receiving a distribution of 51.8 million in December The Group s share of Altas profits in the year amounted to 24.3 million (2014 restated: 7.9 million). The Group s 23.6% interest in Altas is carried at 1.5 million at 31 December OpenHydro Group Limited OpenHydro Group Limited ( OpenHydro ) manufactures turbines that create renewable energy from tidal streams. One51 has been a shareholder in OpenHydro since During the year, there was an assessment undertaken with respect to the carrying value and this was deemed to be impaired by an amount of 2.1 million. The carrying value at 31 December 2015 is Nil (2014: 2.1 million). Pioneer Green Energy LLC One51 continues to hold its 13.7% stake in Pioneer Green Energy LLC ( Pioneer ). Pioneer is a US wind and solar energy development Company and continued to make progress during 2015 in progressing construction ready projects with various partners. The Group originally invested 1.4 million in Pioneer. During 2015, we recouped 2.3 million (2014: 2.9 million) from Pioneer and it is anticipated that further value will be extracted over the medium term. The fair value of our investment as at 31 December 2015 is 1.2 million (2014: 1.2 million). Group Strategy The Group continues to pursue a clear strategy based on the development and growth of One51 s core operating businesses, Plastics and ClearCircle, through both organic and acquisition led initiatives. The acquisition of a majority shareholding in IPL during the year supports the strategic objectives of the One51 Group, which are to develop the core operating divisions, focus on higher margin opportunities with good growth characteristics and clear competitive advantage and leverage maximum cross-sell and cost synergy opportunities from acquired businesses. Plastics The strategy for Plastics in the coming years is focused on: fully realising the synergy potential of OPG and IPL, including sharing technical expertise, leveraging collective intellectual property and customer relationships and procurement efficiency; the pursuit and realisation of higher margin sales opportunities, focusing primarily on regional buyers with value-add requirements; a more systematic development of the largely untapped US market (from a One51 perspective) for retail packaging, waste carts and bulk packaging through a stronger and more co-ordinated sales effort; and the realisation of cost efficiencies in production, including but not limited to, a more stringent commercial evaluation of capital investments and the increased automation of production. Plastics is committed to implementing a number of organic initiatives aimed at delivering the next phase of its growth including the expansion of the Cork plant so as to enable OPG in Ireland to produce innovative packaging products to support the growing Irish food industry. Given the steady growth experienced by Plastics, including the IPL acquisition, we are investing to facilitate a broadening of the product range and to drive continued improvements in operating margins. We are also focused on efforts to create a more unified identity in the marketplace and maximise synergies and expertise across our international locations. In tandem with these organic initiatives, the division will consider complementary acquisitions that make sound strategic sense. ClearCircle ClearCircle s businesses are pro-cyclical and are dependent on economic activity levels to drive waste volumes arising that can be processed and recycled. We now have an integrated SES business across both Ireland and the UK and this platform is leading to growth opportunities particularly in the larger UK market, evidenced by the acquisitions of GES during the year and H&T post year end. These acquisitions are consistent with One51 s strategy to develop its SES business across niche areas of the environmental services sector in Ireland and the UK. The long term drivers of the SES sector remain positive: ClearCircle remains underpinned by a continued need to deliver sustainable solutions for more complex waste products and an increasingly complex legislative environment which represents a high barrier to entry once managed to a high standard by incumbents and enforced by the relevant authorities. The Metals and Materials recovery businesses, while continuing to be adversely impacted by depressed commodity prices, are well placed to benefit from an uplift in waste volumes as a result of a sustained increase in economic activity in Ireland and the UK over the coming years. 20

23 The Group continues to pursue a clear strategy based on the development and growth of One51 s core operating businesses, Plastics and ClearCircle, through both organic and acquisition led initiatives. Management and Staff The last five years has seen profound change and development in the trajectory of One51. The culmination of many years of restructuring, deleveraging and subsequent growth has resulted in a focus on two core operating divisions. I would like to thank management and staff, both long serving and more recent members of the Group, for their continued hard work, support, commitment and dedication. All that has been achieved in recent years is due to the significant efforts of all our people. Conclusion 2015 was a year characterised by a solid performance for the Group with our businesses delivering despite facing various challenges in their end markets. In addition, the transformative acquisition of IPL has significantly increased the geographic footprint, market offering and product range in Plastics and puts the business on a strong footing for future growth. We have continued to seek cost efficiencies where appropriate and have also continued to invest in businesses to facilitate growth and to drive increased operational efficiencies. We have identified and are exploring a number of other growth opportunities, both organic and inorganic. As we move towards our next phase of growth, maintaining the appropriate capital structure, having access to alternative forms of capital and enhancing liquidity in the Company s shares are all areas of key focus. There are some significant and exciting opportunities available to us and we have the disciplines, management team and strategic focus to further grow shareholder value. Alan Walsh Chief Executive Officer 21 March 2016 Information Financial Statements Directors Report Strategic Report 21

24 Financial Review solid financial footing and improved key performance metrics in 2015 The trading performance of the Group improved in 2015 when compared with The improvement in the trading performance was primarily driven by the acquisition of Straight plc in August 2014 and the acquisition of IPL in July Highlights The operating financial highlights for 2015 were as follows: revenue increased by 32.4% year on year at million (2014: million), due primarily to the impact of the acquisition of IPL for the period from 23 July 2015, a full year s outturn from the Straight plc acquisition made in August 2014 and increased product sales, primarily in the Plastics division; Group EBITDA (before exceptional items, non-recurring items 1 and the Group s share of equity-accounted investee profits) showed an increase from 21.6 million (restated) in 2014 to 36.1 million in 2015; Group profit for the year before tax and before exceptional items amounted to 35.0 million (2014 restated: 18.4 million); Group profit for the year before tax and after exceptional items amounted to 21.1 million (2014 restated: 25.9 million); Group profit for the year was 18.4 million compared with 20.6 million (restated) in 2014; total equity at 31 December 2015 amounted to million compared with million (restated) at 31 December 2014; and net debt (excluding Convertible Loan Notes) increased during the year by million to million at year end (2014: 7.4 million), the increase caused primarily by the drawdown of borrowings to fund the IPL acquisition, including a new ring fenced IPL banking facility. 1 Non-recurring items relate to redundancy, lease related and other reorganisational costs of 6.1 million (2014: 1.1 million) and dividend income received of 2.3 million (2014: 2.9 million). Group profit (from continuing operations) was impacted favourably by 24.3 million (2014 restated: 7.9 million) being the Group s share of profits after tax of its equity-accounted investee, Altas Investments plc (formerly NTR plc). It was impacted unfavourably by a net charge (pre-tax) of 17.7 million relating to exceptional and non-recurring items (2014: credit of 9.2 million). These items are summarised below in this Review, and in notes 4 and 7 to the financial statements. Amounts included in the Group Income Statement relating to discontinued operations in the prior year refer to the results of the Irish Pride Bakeries business which was disposed of in April

25 2015 Key Performance Metrics The Group uses a number of key performance metrics to assess its financial performance (restated) Revenue growth 32.4% 10.2% EBITDA growth 67.1% 5.9% Adjusted diluted EPS growth 30.5% 30.8% Total equity growth 13.7% 59.0% Operating Cash flow 33.7m 24.7m Free Cash flow 18.4m 8.4m Net Debt (increase)/decrease ( 112.9m) 32.9m EBITDA Interest cover (times) 6.3x 5.5x Net Debt: EBITDA (times) 3.3x 0.3x Accounting Policies and basis of preparation of the 2015 Financial Statements The Group s financial statements are prepared in accordance with International Financial Reporting Standards ( IFRSs ) and their interpretations issued by the International Accounting Standards Board ( IASB ) as adopted by the EU. Details of the basis of preparation and the significant accounting policies of the Group are included in note 1 on page 52. As set out in Notes 1 and 8, the Group has changed its accounting policy with regard to how it accounts for its investment in Altas Investments plc (formerly NTR plc). Previously, this was accounted for under IAS 39 Financial Instruments: Recognition and Measurement as an available-for-sale asset carried at fair value. It is now accounted for as an equity-accounted investee under IAS 28 Investments in Associates and Joint Ventures and IFRS 12 Disclosure of Interests in Other Entities. The reason for, and the impact of, this change in accounting policy, which has resulted in a restatement of the 2014 financial statements, is explained in those notes. Revenue Group revenue increased in 2015 to million from million in Revenue can be analysed as follows: 2015 m 2014 m Plastics ClearCircle Environmental Revenue in Plastics grew significantly in the year, primarily due to the impact of IPL, acquired in July 2015 and also the full year impact of the Straight plc acquisition in the UK, acquired in August The decrease in revenue in ClearCircle was driven by the continued decline in global commodity markets and the closure of the Metals North recycling business in the UK. A detailed commentary on the trading performance for the year is included in the Chief Executive s review on pages 10 to 21. EBITDA Management believes that EBITDA, while not defined under IFRSs, provides a fair reflection of the underlying trading performance of the Group. EBITDA represents earnings before interest, tax, depreciation, amortisation, exceptional items, non-recurring items and the Group s share of profits from its equity-accounted investees. EBITDA is reconciled to the Income Statement in note 3 to the financial statements. Total EBITDA increased by 67.1% to 36.1 million in 2015 (2014 restated: 21.6 million). This is analysed as follows: 2015 m 2014 (restated) m Plastics ClearCircle Environmental Other reconciling items (6.1) (4.8) EBITDA has improved markedly in Plastics. The division was positively impacted by IPL s results since acquisition on 23 July 2015 and also by the full year impact of the Straight plc acquisition in the UK, acquired in August IPL contributed 12.6 million EBITDA in the five months since acquisition. EBITDA in ClearCircle decreased from 10.7 million in 2014 to 9.1 million. While the Hazardous Waste part of the business performed solidly, the continuing decline in commodity prices resulted in another challenging year for certain of our metals recycling businesses in Ireland and the UK and our materials recycling business in Northern Ireland. As a result of the decline in metals commodity prices, a decision was made in July 2015 to close two of our metals recycling operations in the Manchester area. A further operation was disposed of to a third party. The combined revenue and EBITDA contributed by these operations in the year was 26.4 million (2014: 40.1 million) and 0.5 million (2014: 0.1 million), respectively. Our southern UK metals recycling facility at Ampthill continued to deliver a solid performance despite the very challenging marketplace. Included in EBITDA is other net operating income of 1.4 million (2014: 1.0 million). This primarily relates to foreign currency gains in the current year. Information Financial Statements Directors Report Strategic Report 23

26 Financial Review (continued) Exceptional & Non-Recurring Items continuing operations The table below summarises the exceptional and non-recurring items which have impacted on the 2015 financial results from continuing operations: 2015 m 2014 m Non-recurring items charge/(credit) 3.7 (1.7) Acquisition, aborted acquisition and post acquisition integration costs Loss on disposal/discontinuation of operations Impairment charge on property, plant and equipment Impairment charge on available-for-sale financial asset Loss/(gain) on sale of subsidiary and joint venture 0.2 (0.9) Gain on disposal of associate undertaking (6.6) - Gain on disposals of available-for-sale financial assets - (2.5) Gain on disposals of property, plant & equipment - (2.1) Gain on disposal of investment property - (0.2) Settlement gain on pension - (3.1) Other items Total net charge/(credit) to income statement 17.7 (9.2) Non-recurring items in the current year include income of 2.3 million (2014: 2.9 million) relating to the Group s investment in Pioneer Green Energy LLC. This has been included in other operating income in the current and prior year. Non-recurring items also include redundancy costs and costs associated with restructuring activities within the Group. Also included is manufacturing profit in acquired inventory when IPL was acquired. These costs have been included in other operating expenses in the current year. Further details on the nature of these exceptional and non-recurring items are included in notes 4 and 7 to the financial statements. Net Finance Costs Net interest payable increased by 1.8 million to 5.7 million in 2015 (2014: 3.9 million) primarily as a result of the drawdown of bank borrowings and subordinated term debt for the purposes of acquiring IPL. Included in the 2015 charge is an amount of 0.1 million for convertible loan note interest (2014: 0.6 million). The EBITDA to interest cover at 31 December 2015 was 6.3 times (2014 restated: 5.5 times). Taxation The total tax charge for the year is 2.7 million (2014: 2.9 million). Profit for the year Profit for the year was 18.4 million compared to 20.6 million (restated) for the prior year. The impact of the restatement is to increase 2014 profit for the year by 7.9 million. Group Statement of Other Comprehensive Income The table below summarises the movements in the Group s Statement of Other Comprehensive Income (excluding the profit for the year): 2015 m 2014 (restated) m Foreign currency translation differences Share of associate s other comprehensive income 2 (1.3) 1.5 Put Liability other equity movements Available-for-sale financial assets net change in fair value Available-for-sale financial assets reclassified to income statement 5 - (3.3) Remeasurement losses on defined benefit pension liability, net of tax 6 - (2.6) Total other comprehensive income (0.5) The statement of other comprehensive income on page 47 contains a 0.7 million net accounting gain on the retranslation of the net investment in foreign operations (2014: 5.6 million). This is a non-cash adjustment in the Group financial statements and represents an accounting adjustment for the impact of translating non-euro assets and liabilities into euro from the end of the previous financial year to the end of the current financial year for assets/liabilities held throughout the year, and for the impact of the movement in exchange rates from the date of acquisition to the end of the current financial year for those assets/liabilities acquired during the year. The most significant exchange rate movements which impacted on the Group were the euro/canadian dollar rate, which moved from on 23 July 2015, the date of the IPL acquisition, to at 31 December 2015 and the euro/sterling rate, which moved from 77.89p at 31 December 2014 to 73.40p at 31 December This is the Group s share of Altas Investments plc s other comprehensive income. 3. As explained in notes 17 and 28, the Group acquired 66.67% of IPL during the year but does not include non-controlling interests share of profit or equity. Instead the Group applies the anticipated acquisition method of accounting due to the presence of a Put Option in the Shareholders Agreement. The Group therefore accounts for a Put Liability with movements in fair value accounted for through equity. The net impact of currency and fair value movements since acquisition amounted to a credit of 0.1 million. 4. Included in the statement of other comprehensive income are the fair value movements on the Group s available-for-sale financial assets. In the prior year, the Group recognised a gain of 1.2 million (restated) in the Statement of Other Comprehensive Income, arising on an increase in the fair value of the Group s investment in Pioneer Green Energy LLC. 5. Included in the prior year are amounts of 3.3 million relating to the realisation of revaluation gains arising on the disposal of the Group s investment in Augean plc. 6. The Group s defined benefit pension scheme was wound up during Remeasurement losses (net of tax), arising from changes in financial assumptions, on defined benefit liabilities in that year were 2.6 million. 24

27 Adjusted Earnings Per Share Management believe that Adjusted Earnings Per Share provides a fair reflection of the underlying trading performance of the Group before taking into account the impact of exceptional items and non-recurring items, and their tax effects and the Group s share of after tax profits of its equity-accounted investees. Adjusted earnings per share and adjusted fully diluted earnings per share is calculated by dividing the adjusted profit attributable to ordinary shareholders (which excludes exceptional and non-recurring items, and their tax effects and the Group s share of after tax profits of its equityaccounted investees) by the weighted average number of Ordinary Shares outstanding. In the case of adjusted fully diluted earnings per share the number of outstanding Ordinary Shares is adjusted for the effects of all Ordinary Shares and options with a dilutive effect. In the current year, the adjusted basic earnings per share is 7.26 cent (2014 restated: 5.53 cent). The adjusted diluted earnings per share is 6.98 cent (2014 restated: 5.35 cent). Further details on earnings per share are included in note 12. Total Equity Total equity has increased from million (restated) at the end of the prior year to million at the end of The table below explains the main drivers of the increase in the total equity of the Group: 2015 m 2014 (restated) m Total equity at the beginning of the year (restated) Profit for the year Amounts included in other comprehensive income (0.5) 2.4 Issuing of share capital* Equity settled share based payments Total equity at the end of the year * includes equity raising, Convertible Loan Note ( CLN ) conversion and exercise of share options. Net Debt m m Cash Bank loans relating to IPL (76.2) - Bank loans non-ipl (38.9) (66.7) Other loans relating to IPL (includes subordinated term borrowings) (30.7) - Obligations under finance leases - (0.3) Net Debt (120.3) (7.4) The definition of net debt is defined by the Group as cash at hand and in bank less bank overdrafts and loans, less other borrowings and finance lease obligations. The definition of net debt excludes CLNs. Bank and other loans included above are different from those amounts included in the statement of financial position as the above amounts reflect the actual balances due to the lenders at the year end. The amounts included within the statement of financial position are calculated under the effective interest rate method as prescribed by IAS 39. Capital Structure The Group is financed principally through a combination of equity, bank borrowings and free cash flow generated from operations. The efficient management of assets and working capital form a key part of the Group s financial structure. Total committed facilities, including subordinated debt, was million at year end, of which million was drawn down. Total cash balances were 25.5 million. Committed bank facilities are provided by separate Irish and Canadian banking syndicates. The Irish banking syndicate has provided 92.0 million of committed funding with significant uncommitted funding including an invoice discounting facility of 15.0 million which was entered into in November The committed facilities are due to mature in January On the acquisition of IPL during the year, the Group entered into a credit agreement with a syndicate of Canadian banks. The credit agreement provides for committed facilities of CAD$150 million, with CAD$110 million provided by way of a term loan and CAD$40 million provided under a revolving facility. The credit agreement expires in July The Canadian facility is separate to the Group s other facility and is, in effect, ring-fenced to the IPL business. The Group s bank debt facilities provides the Group with the flexibility to take advantage of opportunities to develop the business, focusing on organic growth and strategic acquisitions which enhance shareholder value. Other loans primarily relates to CAD$45 million borrowed from a number of parties, including the two non-controlling interests in IPL. The loan principal becomes payable by installments from September Information Financial Statements Directors Report Strategic Report 25

28 Financial Review (continued) Translation of Foreign Currencies The presentation currency of the Group is euro which is the functional currency of the parent. One51 has significant investments in non-euro denominated operations. The Group seeks to manage the resultant foreign currency translation risk through borrowings, where possible, denominated in the relevant currency. To the extent that such borrowings are not sufficient to fully hedge the investment in non-euro denominated operations, the Group has a net foreign exchange exposure in non-euro net assets. Adjustments arising on the translation of the results of the foreign currency denominated operations at the average rates, and on the restatement of the opening net assets at closing rates, are accounted for within a separate translation reserve within equity (i.e., within the statement of other comprehensive income), net of differences on related foreign currency borrowings to the extent they are effective. The total movement in the year through other comprehensive income was a credit of 0.7 million (excluding the movement in the put liability). Results and cash flows of the foreign currency denominated operations have been translated into euro at the average monthly exchange rates for the year and the related statements of financial position have been translated at the rates of exchange prevailing at the statement of financial position date. All other translation differences are recorded in the income statement. The principal rates used in the translation of the results and statements of financial position into euro were as follows: Average rate Closing rate % Change * % Change Canadian Dollar* N/A * (7.1%) Chinese Renminbi % % Pound Sterling % % US Dollar* N/A * 1.0% *Canadian Dollar and US Dollar average rates are from the date of acquisition of IPL on 23 July 2015 to 31 December Canadian Dollar and US Dollar closing rate for 2014 represents the rate at the date of acquisition of IPL on 23 July The Group has trading exposures to multiple currencies, principally euro, Pound Sterling, Canadian Dollar and US Dollar, in the course of ordinary trading. Management requires all Group operations to manage their foreign exchange risk against their functional currency. Where significant amounts of sales or purchases are invoiced in currencies other than the local currency, this is managed by the utilisation of forward foreign currency contracts. The translation gain on these transactions included in other operating income (note 4) during the year amounted to 1.4 million (2014: 0.3 million). The 10.0% weakening in the average translation rate of euro versus Pound Sterling, referred to above, positively impacted the Group s reported EBITDA in the year ended 31 December 2015 as compared to the prior year by 2.1 million, when reported on a constant currency basis. One51 did not hedge the translation exposure on the profits of non-euro subsidiaries during the year. This situation is closely monitored by the Group s Treasury function, which reports regularly to Group management and the Group s Audit Committee. 26

29 Free Cash Flow Free cash flow represents cash generated by Group activities and available for reinvestment elsewhere, including the early repayment of debt. Free cash flow for 2015 was an inflow of 18.4 million (2014: 8.4 million) analysed as follows: (restated) m m EBITDA before exceptional and non-recurring items Foreign exchange gains (1.4) (0.3) Exceptional and non-recurring items with cash effect (excluding acquisition related exceptional costs) (0.8) 0.4 Working capital movements Other - (0.2) Net cash inflow from operating activities (before tax)* Maintenance capital expenditure** (9.5) (9.1) Finance costs paid (net)*** (5.8) (7.2) Income tax paid (2.7) (1.0) Free cash flow Development capital expenditure (14.3) (1.2) Disposals (including disposal costs) Share redemption proceeds from equity-accounted investee (net of costs) Acquisitions (including related costs) (177.9) (13.4) Net cash/(debt) acquired on purchase of subsidiary 0.6 (3.7) Equity issued Other - including effect of movements in exchange rates 5.3 (1.5) Movement in net debt in the year (112.9) 32.9 *Net cash inflow from operating activities as shown above is before income tax paid of 2.7 million (2014: 1.0 million). **Maintenance capital expenditure is the necessary capital expenditure required to keep existing operations running at their existing production/output levels. *** Finance costs include repayments under the existing Irish facility along with repayment of amounts borrowed to fund the IPL acquisition. Risk Management The Group s international operations expose it to different financial risks that include currency risk, credit risk, liquidity risk and interest rate risk. The Group has a risk management programme in place, which includes a Group Treasury Policy, which seeks to limit the impact of these risks on the financial performance of the Group. The Board has determined the policies for managing these risks. It is the policy of the Board to manage these risks in a non-speculative manner. Details of the Group s risk exposures and the controls in place to monitor such exposures are set out in Note 35 to the financial statements. Pat Dalton Chief Financial Officer 21 March 2016 Information Financial Statements Directors Report Strategic Report 27

30 Board of Directors 1. Denis Cregan* Group Chairman Denis Cregan (70) was appointed as Chairman of the Board of One51 with effect from 31 December 2012, having been co-opted to the Board on 26 April Denis is a member of the Nomination Committee. Denis also currently serves as Chairman of Kerry Airport and is a Director of Ornua (formerly the Irish Dairy Board). He is a retired Director of Kerry Group plc and Tourism Ireland and has previously worked with the Irish Department of Finance, Express Foods, Grand Metropolitan Hotels, as well as Kerry Group, where he was a member of the founding management team and served as an Executive Director. 2. Alan Walsh Chief Executive Officer Alan Walsh (39) (FCA, AITI) was appointed to the Board on 16 September In November 2011, Alan was appointed as Chief Executive Officer, having served since 1 July 2011 as interim Chief Executive Officer. Prior to that he was the Chief Financial Officer of the One51 Group from July Alan qualified as a Chartered Accountant with KPMG and subsequently worked with Matheson and AXIS Capital. He graduated from University College Dublin with a degree in International Commerce. Alan is a member of the Nomination Committee and is also a Non-Executive Director of Altas Investments plc and Pioneer Green Energy LLC. 3. Pat Dalton Chief Financial Officer Pat Dalton (50) (FCA, AITI) joined the Group in 2012 as Chief Financial Officer, and was appointed as an Executive Director to the Board on 31 December Pat worked for GPA Group plc from 1992 and was appointed CFO of debis AirFinance B.V, which acquired GPA Group plc in He was then CFO of Bord Gáis Éireann from 2002, before joining Menolly Property as CFO in Pat is a graduate of University College Dublin and is a Non-Executive Director of Shannon Group plc. 28

31 4. Rose Hynes* Rose Hynes (58) was appointed Senior Independent Director of One51 with effect from 31 December Rose was co-opted to the Board on 26 April 2012, and is a member of the Audit Committee. She is currently Chairman of Origin Enterprises plc and also chairs Shannon Group plc and is the Senior Independent Director of Total Produce plc and Mincon Group plc. Rose previously held a number of senior management positions with GPA Group plc and is a former Board member of a number of companies including Fyffes plc, Aer Lingus Group plc, Bank of Ireland and a former Chairman of Ervia. Rose is a lawyer and is also an Associate of the Irish Institute of Taxation and the Chartered Institute of Arbitrators. 5. Geoff Meagher* Geoff Meagher (66) was co-opted to the Board on 20 February He is Chairman of the Audit Committee and is a member of the Remuneration Committee. He is a Certified Public Accountant. Geoff worked with PwC and Kilkenny Engineering Products, and served with Glanbia plc from 1992 to 2009, where he was Group Finance Director, and latterly Deputy Group Managing Director. Since 2009, Geoff has operated his own consultancy business. He also serves on the Board of Enterprise Ireland and Bon Secours Health System Limited. 6. Hugh McCutcheon* Hugh McCutcheon (62) was co-opted to the Board on 19 January He is Chairman of the Remuneration Committee and a member of the Audit Committee. Hugh is a Chartered Accountant and was formerly head of corporate finance at Davy. He joined Davy in 1989 from PwC, where he qualified as a Chartered Accountant in Hugh is the Senior Independent Director of Origin Enterprises plc. Hugh is also an Alternate Director at the Irish Takeover Panel. * Non-Executive Information Financial Statements Directors Report Strategic Report 29