Mitchells & Butlers Executive Pension Plan ANNUAL REPORT 2008 Registered number 101702206
Page Chairman s Report 1 Trustee and advisors 2 Trustee s Report 3 Investment Report 9 Independent Auditors Report 13 Financial Statements 14 Notes to the Financial Statements 16 Independent Auditors Statement about Contributions 22 Summary of Contributions Payable 23 Members Information 24 Five Year History of the Plan 25 Actuarial Information Schedule of Contributions 26 Certification of Schedule of Contributions 30 Certificate of Technical Provisions 31 Common Investment Fund - Annual Report Appendix 1
Mitchells & Butlers Executive Pension Plan Chairman s Report The year to 31 March 2008 was dominated by uncertainty on the corporate front, and by an abrupt end to the benign investment conditions of the previous four years. In May 2007 the Company announced that it was considering a restructuring of its operations to transfer most of its property to a 50% joint venture, and create a separate operating company. As a result of this proposal, the Trustee Directors took external advice on the impact these changes would have on the Company s financial strength, and discussions progressed with the Company on steps to ensure the security of the Plan. During this period, market conditions resulted in a rapid improvement in the funding position, and as a result, in line with the agreed investment strategy, the Trustee Directors reduced the benchmark equity holding from 48% at the start of the year, to 40%, increasing the bond allocation to 52%. In anticipation of the corporate restructuring, and in line with advice from the investment consultant and actuary, equity holdings were further reduced, a programme was started to dispose of the property portfolio, and long dated bonds were acquired with a view to reducing the volatility of the funding level. By mid July, bond holdings represented 65% of the fund. In the event unprecedented turmoil in the debt markets resulted in the abandonment of the planned corporate restructuring. These uncertain market conditions started a slide in global equity markets and saw the first fall in property values for 15 years. As a result, the changes in asset allocation in order to de-risk the Plan reduced the negative impact of this downturn. Throughout this period, the actuary had been preparing the triennial actuarial valuation as at 31 March 2007, performed under the new scheme specific funding legislation introduced by the 2004 Pensions Act. This valuation took into account updated mortality assumptions, and valued the liabilities in line with gilt yields, a more conservative basis than used in the 2004 valuation, resulting in a funding deficit of 74 million. Taking into account advice from the investment consultant, the Trustee Directors and the Company agreed a deficit recovery plan, targeting full funding of the Plan by 2017. In accordance with this plan, the Company made deficit contributions of 7.6 million in October 2007, 4 million in April 2008 and has agreed to make further contributions of 5.8 million per annum until 2017, plus 1.6 million per annum in 2008 and 2009 to fully fund accruing benefits. The Trustee Directors are pleased that strong communication links have been retained with the Company, which continues to show its support for the Plan. In a year which saw negative returns from equity & property markets (-4.3% & -10.7% respectively), the increased allocation made to bonds ensured that the DB section s investments made a 2.7% return for the year. As a result the DB Section s assets increased by 10.6 million during the year. However increased inflationary expectations and the lower than anticipated investment return during the year meant that the estimated funding deficit had increased to 120 million by the year end. On the other hand, DC members continue to concentrate most of their investment in the default, LifeStyle fund, which is primarily invested in global equities, making a negative return for the year. Following three years with no board changes, there were 3 changes made during the year. Owing to the conflicts of interest arising for senior Company management, Mike Bramley and Bronagh Kennedy resigned from the Board on 24 April 2007. In June 2007, due to his work commitments, Shaun Darley resigned from his position as a member nominated Director, and was replaced by Liz Phillips. In February 2008, the Company appointed Alastair Scott as their nominated Trustee Director. I would like to thank all of the departing Board members for their contributions to the Plan over a number of years, and welcome Liz & Alastair. Thanks also to all my fellow Trustee Directors and the company pensions team for their considerable efforts and invaluable support during the last twelve months, most notably in coming to terms with the complexities arising from the corporate activity. - 1 -
Trustee and advisors for the year ended 31 March 2008 The Plan s corporate Trustee is Mitchells & Butlers Executive Pension Trust Limited ( the Trustee ). Trustee Directors Independent (A) Trevor Jones (Chairman) o+ Bill Scobie o Mike Bramley (resigned 24 April 2007) Company nominated (B) Alastair Scott +o (appointed 22 February 2008) Bronagh Kennedy (resigned 24 April 2007) Member elected (C) Colin Hammond o Liz Phillips + (appointed 18 June 2007) Shaun Darley (resigned 18 June 2007) o Director of the CIF Trustee + member of Audit Committee Plan Advisers Plan Actuary Gareth Edwards, Mercer 4 Brindley Place, Birmingham Plan Auditors Investment Consultant Legal advisers Secretary to Trustee PricewaterhouseCoopers LLP Cornwall Street, Birmingham Mercer Investment Consulting Tower Place, London Wragge & Co Colmore Row, Birmingham Judith Deeley, Mitchells & Butlers plc 27 Fleet Street, Birmingham B3 1JP Plan Administration & enquiries General information about the Plan, including access to copies of Plan documentation: Pensions department, Mitchells &Butlers plc 27 Fleet Street, Birmingham B3 1JP Information about individual benefits Defined Benefit Section Defined Contribution Section Mercer Stratford Court, Cranmore Boulevard, Solihull B90 4QT DC Link Churchgate, 1 New Road, Peterborough PE1 1TT There are written agreements in place between the Trustee and each of the Plan advisers and administrators listed above, including the Company. There were no changes in Plan advisers during the year. Blackrock Asset Management acquired DC Link during the year. Principal employer ( the Company ) Participating employers Mitchells & Butlers plc 27 Fleet Street, Birmingham B3 1JP Mitchells & Butlers plc Mitchells & Butlers Leisure Retail Limited - 2 -
Trustee s Report The Trustee of the Mitchells & Butlers Executive Pension Plan (the Plan ) presents its annual report together with the investment report, actuarial statements and certificates, summary of contributions and financial statements for the year ended 31 March 2008. 1. Constitution of the Plan The Plan has two categories of membership - Defined Benefit (DB) and Defined Contribution (DC). Membership of the Plan is by invitation of the Company. Current policy is to offer membership of the DC Section to eligible new employees. It is governed by a Trust Deed and Rules, copies of which are held for inspection by the Mitchells & Butlers pensions department. The Plan is registered with HM Revenue & Customs under Chapter 2 of the Finance Act 2004, and its DB members are contracted-out of the State Second Pension Scheme. The Plan is registered with the Pension Scheme Registry under reference number 101702206. 2. Management of the Plan The assets of the Plan are held entirely separately from those of the Company and are in the care of the corporate Trustee which is legally independent of the Company and whose role is to ensure that the Plan is administered according to the Rules, to safeguard the assets of the Plan and to act in the best interests of the members. The day to day management of the Plan s DB Section investment portfolios is delegated to a second corporate Trustee, Mitchells & Butlers CIF Limited (the CIF Trustee ). The CIF Trustee operates a Common Investment Fund which holds the DB Section assets of both the Plan and the Mitchells & Butlers Pension Plan. See section 1 of the Investment Report in the CIF s Annual Report (Appendix 1) for further discussion of the Common Investment Fund and the role of the CIF Trustee. The CIF Trustee Board reports to the Board of the Plan Trustee on a quarterly basis. The Trustee Board comprises 6 Directors, constituted as follows: i) 3 Category A Trustee Directors. Initially appointed by the Company, successors to retiring Directors will be appointed by the remaining A Directors, independently of the Company. These Directors will appoint the Chairman from their number and that person will have a casting vote. Between 25 April 2007 and 31 March 2008 only 2 Category A Directors held office. Category A Directors can be removed from office by all the other A Directors agreeing in writing, or attaining age 75. ii) 1 Category B Trustee Director, Company nominated. Between 25 April 2007 and 22 February 2008, no Category B Director held office. B Directors can be removed on written notification by the principal employer, or on attaining age 75 iii) 2 Category C Trustee Directors, member elected. C Directors are removed from office at the expiry of the 5 year appointment term, or on attaining age 75. The names of Trustee Directors who held office during the year are shown on page 2 of this report. During the year to 31 March 2008, the Trustee Directors met 8 times as a full Board, 3 of which were convened to consider the impact of the Company s financial restructuring proposals during 2007. The Board of the CIF Trustee met 7 times, including 2 meetings to discuss implementing a liability matching investment strategy in response to those proposals. The Audit Committee met in January and July 2008 using the latter meeting to review the Plan's Annual Report before its submission to the full Board. The Directors met throughout the year for training on subjects relevant to the Plan and to the fulfilment of their duties. - 3 -
3. Financial Development of the Plan The net increase in Plan value for the year ended 31 March 2008 of 11.0 million is shown in the financial statements on page 15. During the year, the total value of the Plan s net assets increased from 307.4 million to 318.4 million, an increase of 3.6%. This increase is analysed graphically in Figure 1. Figure 1 Increase / (decrease) in fund value Return on investments Contributions receivable Transfers in / Other income Administrative expenses Leavers Benefits payable 1.2 7.6 13.8 (0.3) (0.5) (10.8) (15.0) (5.0) 5.0 15.0 m Net dealings with members generated an inflow of 3.4 million in the year to 31 March 2008, compared with 6.8 million in the year to 31 March 2007. The current year s contributions include the sum of 7.6 million in deficit recovery contributions made by the Company in response to the Plan s funding position (see section 4 below), following 12.9 million received last year. Transfers in include 0.9 million received from the Mitchells & Butlers Pension Plan (2007-0.4 million) in respect of 6 members (2007 8 members) who transferred from that Plan during the year as a result of promotion within the Company. For management purposes, the Plan s DB Section assets are combined with those of the Mitchells & Butlers Pension Plan to form a Common Investment Fund (CIF). Consequently, the return on assets detail appears in the Annual Report of the CIF which is attached as Appendix 1. The Plan s disclosed return on investments consists primarily of the movement in the value of the Plan s unit holdings in the CIF, which reflects the Plan s share of the return on the underlying assets and of the costs and income related to investment as disclosed in the CIF s Annual Report. Members AVC investments are held separately, as are DC Members investments. The return on assets for the DB Section (after investment management costs incurred through the CIF) was positive by 7.7 million, compared to 18.9 million in 2007. The fall in global equity markets resulted in the return on DC members investments being negative by 0.1 million in the year, following a positive return of 0.1 million in 2007. As stated above, the costs of investment for the DB section are reported in the CIF financial statements with only the costs of administering the Plan being picked up directly by the Plan. Investment management and custodial costs are paid by the CIF and the Plan s share reflected in the value of its unit holdings. The costs of administering the Plan in the year were 0.32 million which is analysed in note 8 of the financial statements. Its share of the investment management and custodial costs was 24.2% of the total costs disclosed in note 5 to the financial statements of the CIF (Appendix 1). This amounted to 0.78 million for the year ended 31 March 2008 compared to 0.77 million in 2007. Total costs for the year amounted to 1.10 million (2007-1.03 million), equivalent to 0.35% (2007-0.36%) of the average market value of the Plan's assets during the year. - 4 -
4. Plan Funding DB Section A full actuarial valuation is required to be undertaken at least every three years. During the year, the actuary completed an actuarial valuation as at 31 March 2007, and the Actuary s report was published on 23 April 2008. This is the first valuation of the Plan carried out under the provisions of the Pensions Act 2004. The Statutory Funding Objective is that the Plan has sufficient and appropriate assets to pay its benefits as they fall due. The value of these benefits is known as the Technical Provisions, which are calculated using the Projected Unit method. The key assumptions in calculating the Technical Provisions are: Investment Return 4.7% (the yield on long dated Government Bonds) RPI Price inflation 3.2% (Members earnings increases assumed to be in line with RPI) Mortality PA92 Medium Cohort tables, with ages rated down by 2 years The past service funding position at the valuation date on this basis is as follows: Market value of Assets 305 million Past service liabilities 379 million Past service shortfall ( 74 million) Funding level 80% The previous valuation, carried out as at 31 March 2004, showed a deficit of 39 million. The reduction in funding level from that valuation is primarily the result of removing an allowance for future investment return outperformance and improvements in life expectancy. These outweigh the impact of above average investment returns and additional company contributions received between the valuation dates. If the Plan had discontinued on the valuation date, the assets are estimated to have been approximately 62% of the amount necessary to cover the accrued benefits for members in service and past leavers and the current benefits for pensioners, from an insurance company. The 2004 Pensions Act introduced the Pension Protection Fund (PPF), which aims to take responsibility for some pension schemes with insolvent employers. Using the prescribed assumptions in respect of the benefits guaranteed by the PPF, the past service liabilities on this basis were 235 million, resulting in a 130% funding level. The valuation calculated the employer contribution rate in respect of future service benefits as 48.5% of the pensionable salaries of DB Section members. Contributions are designed to cover the cost of death benefits and of administering the DB Section. Given the gearing effect that investment performance has on the funding requirements, it is essential that the investment strategy and contribution arrangements are considered in a co-ordinated manner. Taking into account the results of the actuarial valuation, and the Company s financial strength, the Trustee has agreed an investment strategy involving 65% of the Plan s assets being invested in bonds, and 35% being invested in return seeking assets (such as equities). From 2011 onwards, it is intended that the proportion invested in return seeking assets will be progressively reduced to 20% by 2017. Further details are outlined in the Investment Report. Following consultation with, and after taking account of the financial strength of, the Company and making prudent allowance for excess investment returns from the investment strategy, the Trustee agreed that the Company would make contributions to the Plan on the following basis: i) Normal contributions equal to 48.5% of the pensionable salaries of DB Section members, effective from 1 October 2007. ii) Additional contributions in respect of unfunded past service liabilities as follows: a. A lump sum payment of 7.6 million in October 2007, b. A further payment of 4 million by 30 th April 2008, c. and additional contributions of 5.8 million in each calendar year from 2008 to 2016. iii) Additional contributions in respect of the impact of ongoing elements such as salary increases above the rate of inflation, ill health pensions and enhanced pensions paid under the Company s Early Retirement Scheme. These have been agreed at 1.6 million in 2008 & 2009. iv) The Company will also fund levies payable to the Pension Protection Fund. - 5 -
As a result, the Trustee anticipates that the Statutory Funding Objective for full funding of the Plan will be achieved by March 2017. The actuary provides an approximate estimate of the DB funding levels on a quarterly basis and this is presented to the Boards of both the Common Investment Fund Trustee and the Plan Trustee. By these means, the Trustee is able to monitor funding levels, and take any appropriate action (e.g. amend investment allocation, or obtain additional contributions from the Company). At 31 March 2008, as a result of increased inflationary expectations allied to the fall in gilt yields and equity underperformance, the past service funding deficit was estimated at 120 million, a funding level of 72%, The actuary estimates that using the PPF funding assumptions, the Plan was 113% funded at 31 March 2008. The latest Schedule of Contributions, the actuary s Certification of Schedule of Contributions and Certificate of Technical Provisions are incorporated within this Annual Report on pages 27 to 32. DC Section Contributions are also payable in respect of the DC Section of the Plan. In addition to the contributions paid to DC members Personal Accounts, Company contributions equal to 3% of the total Plan Pay of DC Section members are paid, in order to cover administrative expenses and risk benefits. 5. Funding Risks Any pension scheme is exposed to various funding risks. The Trustee has considered the following potentially material risks:- Employer Covenant the Company may not be able to continue to pay contributions or make good deficits in the future. Following receipt of independent expert advice, the Trustee considers the current covenant to be strong, and has taken this into account in setting the period for recovery of the funding deficit. Investment Risks the future investment return on assets may be insufficient to meet the funding strategy. In this scenario, an increase in contributions would be required. The Trustee regularly reviews the investment strategy, and intends to progressively reduce the proportion of assets invested in return seeking assets over the deficit recovery period. Mortality further improvements in life expectancy beyond those projected in the actuarial valuation may occur, increasing the costs of benefits. The Trustee has adopted prudent mortality assumptions in determining the funding position and deficit recovery plan. The PPF is available to occupational pension schemes that wind-up. Briefly, the PPF will provide DB members and pensioners below normal pension age with 90% of their accrued pension, subject to a cap. This cap currently limits compensation to 25,151 per annum at normal pension age (reduced at younger ages) and will be subject to annual review. Pensioners over the Plan s normal pension age and incapacity pensioners will receive 100% of their pension. Pensions in payment accrued after 6 April 1997 will increase annually in line with the Retail Prices Index (RPI) up to 2.5%; deferred pensions will increase to retirement date by RPI up to 5%. To benefit from the PPF the employers must generally be insolvent and the assets of the Plan insufficient to secure the liabilities which are covered by the PPF. As outlined above, the actuary has estimated that the Plan was more than fully funded on the PPF basis as at 31 March 2008. 6. Legislation No legislation was published during the year which required the Trustee to amend the Plan s Trust Deed & Rules. Pensions Regulator In order to assist trustees in complying with existing legislation, the Pensions Regulator has developed a code of practice setting out the Regulator s expectation of reasonable time periods in relation to dispute resolution. This code of practice has been laid before Parliament and is awaiting ratification. - 6 -
In addition, the Regulator has issued guidance on other relevant topics, including abandonment of defined benefit schemes, clearance, and trustee roles & responsibilities. 7. Rule Changes Following consultation with employees and the Trustee, the Company decided to amend the contribution rule for active members from 1 April 2007. Members can elect to either increase member contributions to 6% of pensionable pay and accrue future benefits at the current rate, or to continue to make contributions at 5% of pensionable salary but accrue benefits at a lower rate. During March 2008, the Trust Deed was amended in order to clarify the ability of the CIF Trustee to use derivative contracts. From 8 June 2008, the Company introduced NICwise, a salary sacrifice scheme. Active members can opt to reduce their contractual pay by the value of their pension contributions, which will instead be made by the Company. All member benefits remain unchanged, being based upon contractual pay before taking account of the scheme. 8. Myners Report A Government Sponsored review of institutional investment, by Paul Myners, initiated in 2001 and updated in 2005, sets out 11 principles for best practice for UK Pension Fund investment aimed to enhance trustee decision making. Although voluntary, the Government has indicated that they expect trustees to engage with the principles and disclose their compliance with them. The Trustee believes it has made every reasonable effort to comply with both the letter and spirit of the Myners Review Principles, and highlights the following: Investment mandates and management fees are not disclosed within the Statement of Investment Principles, but are reported within the supporting Investment Policy Implementation Document. This latter document is not publicly available, although it may be obtained by members on request. 9. Plan Membership 9.1 Defined Benefit (DB) Section Total membership numbers in the DB Section of the Plan during the year increased by 2. Despite the transfer in of 6 members from the main Plan on their promotion within the Company, the number of active members fell by 8 (5.8%) in the year. Members in Service Deferred Pensioners Pensioners Total 31 March 2007 138 409 314 861 Transfers in 6 - - 6 Retirements (1) (7) 8 - Death - - (2) (2) Leavers (13) 13 - - Transfers out - (2) - (2) 31 March 2008 130 413 320 863 At the end of the year, 113 members held AVC benefits in the Plan (2007 109), 27 of whom made contributions during the year. - 7 -
Figure 2 maps the change in the Plan's size and membership profile over the last 5 years. Figure 2 2008 2007 2006 130 320 413 138 314 409 140 312 407 Members in service Pensioners Deferred pensioners 2005 143 291 397 2004 159 291 397 No of Members b) Defined Contribution (DC) section Membership of the DC Section of the Plan increased from 28 to 29 during the year to 31 March 2008, as follows: Members in Service Deferred Pensioners Total 31 March 2007 23 5 28 New Members 5-5 Leavers (5) 2 (3) Transfers out - (1) (1) 31 March 2008 23 6 29 At the end of the year, 8 DC members held AVCs in the Plan, 4 making contributions during the year. 10. Contributions As required by Section 58 of the Pensions Act 1995, the Trustee has agreed a formal Schedule of Contributions with the Company which outlines the amounts to be contributed by the Company and the members and establishes the dates by which the Plan is to receive the contributions so specified (19 th of the month following the month to which they relate). During the course of the year, the Plan was governed by the Schedule of Contributions produced in January 2005 which reflects the employer s contributions agreed following the March 2004 actuarial valuation and the Schedule of Contributions produced in April 2007. The agreed contributions to be made following the March 2007 actuarial valuation as set out in section 4 of this report were incorporated within the Schedule of Contributions signed in April 2008. All contributions in the year were made in accordance with the Schedules of Contributions and there were no employer-related loans arising from late contributions in the year. 11. Pension increases The Trust Deed & Rules of the Plan provide for reviews of DB Section pensions in payment and in deferment to take account of movements in the Retail Price Index. Pensions increases applied over the last 3 years were: October 2007 4.3%, October 2006 3.0% and October 2005 2.9%. None of these increases were discretionary. - 8 -
12. Statement of Trustee s responsibilities The financial statements are the responsibility of the Trustee. Pension scheme regulations requires the Trustee to make available to Plan members, beneficiaries and certain other parties, audited financial statements for each Plan year which: show a true and fair view, in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), of the financial transactions of the Plan during the Plan year and of the amount and disposition at the end of the Plan year of its assets and liabilities, other than liabilities to pay pensions and benefits after the end of the Plan year, and contain the information specified in the Schedule to the Occupational Pension Schemes (Requirement to obtain Audited Accounts and a Statement from the Auditor) Regulations 1996, including a statement whether the financial statements have been prepared in accordance with the Statement of Recommended Practice Financial Reports of Pension Schemes. The Trustee has supervised the preparation of the financial statements and has agreed suitable accounting policies, to be applied consistently, making any estimates and judgements on a prudent and reasonable basis. The Trustee is also responsible for making available certain other information about the Plan in the form of an Annual Report. The Trustee is responsible under pensions legislation for ensuring that there is prepared, maintained and from time to time revised a schedule of contributions showing the rates of contributions (other than voluntary contributions) payable towards the Plan by or on behalf of the employer and the active members of the Plan and the dates on or before which such contributions are to be paid. The Trustee is also responsible for keeping records in respect of contributions received in respect of any active member of the Plan and for monitoring whether contributions are made to the Plan by the employer in accordance with the schedule of contributions. Where breaches of the schedule occur, the Trustee is required by the Pensions Acts 1995 and 2004 to consider making reports to the Pensions Regulator and to members. The Trustee also has a general responsibility for ensuring that adequate accounting records are kept and for taking such steps as are reasonably open to them to safeguard the assets of the Plan and to prevent and detect fraud and other irregularities, including the maintenance of an appropriate system of internal control. 13. Subsequent Events There have been no significant events since the year end. 14. Tax status The Plan is registered with HM Revenue & Customs under Chapter 2 of the Finance Act 2004 and, to the Trustee s knowledge, there is no reason why such registration should be prejudiced or withdrawn. 15. Approval of Reports The Trustee confirms that the financial statements on pages 15 to 22 have been prepared and audited in accordance with the regulations made under Section 41(1) and (6) of the Pensions Act 1995, on a going concern basis and in accordance with the Statement of Recommended Practice (SORP), issued in 2007 by the Accounting Standards Board and the Pensions Research Accountants Group, which itself accords with the requirements of the Pensions Act 1995. The Trustee s Report, together with the Investment Report on pages 10 to 13 of this Annual Report were approved by the Trustee Directors at their meeting on 13 August 2008 and Trevor Jones and Bill Scobie were authorised to evidence that approval by signing this report on behalf of the Board. - 9 -
Investment Report 1. Investment Managers and Custodial Arrangements The Plan invests its DB Section assets in a Common Investment Fund (CIF) together with the Mitchells & Butlers Pension Plan. The CIF operates under a trust deed drawn up between the two Plans, the Company and the corporate Trustee, Mitchells & Butlers CIF Limited (the CIF Trustee). The Board of the CIF Trustee consists of Trustee Directors from each Plan. As such, the Plan Trustees have delegated the management of their DB investment assets to the CIF Trustee, with the latter entity reporting into the Plan Trustee Board on a quarterly basis. Each Plan s interest in the assets within the CIF is expressed as notional pooled fund units which are valued on the basis of the original inward transfer of assets into the CIF by the Plans and by subsequent cash injections and withdrawals by each Plan. New cash results in the issuing of additional units while cash withdrawals require the withdrawing Plan to redeem units accordingly. The Plan's principal assets at 31 March 2008 are therefore disclosed as units in the CIF and at that date amounted to 217.644515 units valued at 1,438,296 per unit, giving a total value of 313.0 million (2007 304.3 million). The asset base underlying the value of the Plan's units, the way in which the Plan's share of the units in issue is calculated and all matters to do with the management of the CIF are disclosed in the Annual Report of the CIF which is included in the Plan s Annual Report as Appendix 1. Also included in the CIF Report is a full discussion of the performance of the markets in which the CIF is invested on the Plan's behalf, and of the management of relationships with external parties to whom the CIF Trustee in turn delegates specialist asset management and custodial services. 2. Investment Principles The Trustee has produced a Statement of Investment Principles as required by Section 35 of the Pensions Act 1995. The statement sets out the Trustee s policy towards the strategic and day-to-day management of the funds under its control and includes a description of its investment objectives and strategy, and the policies adopted relating to investment risk. It also includes details of the Trustee's policy statement in respect of Socially Responsible Investment and guidelines for the CIF's investment managers on voting policy. Details relating to individual mandates and investment managers are contained in a supplementary investment policy implementation document. The Trustee did not update the Statement during the year. The Trustee notes that as a result of the Company refinancing plans during the year, after taking the appropriate advice from the Investment Consultant and consulting with the Company, the Trustee has invested assets outside the guidelines specified within the Statements of Investment Principles between July 2007 and March 2008. An updated Statement, reflecting the investment strategy adopted by the Plan Trustee in order to meet the Plan s statutory funding objective, is to be available in August 2008. 3. Investment Strategy and Performance The Trustee, assisted by its investment adviser, formulates a strategy which it believes to have a high probability of delivering the above objective at an acceptable level of risk. This involves determining the asset mix most appropriate to achieving the aims and the investment manager structure. To this aim, the Trustee adopts a strategic asset rebalancing programme to reduce the proportion of assets invested in equities in line with improvements in the funding level. The benchmark asset allocation was amended on 3 occasions during the year. Asset category 1 April 2007 to 31 May 2007 1 June 2007 to 30 June 2007 1 July 2007 to 17 July 2007 18 July 2007 to 31 March 2008 Equities 48% 46% 43% 40% Bonds 44% 46% 49% 52% Property 8% 8% 8% 8% - 10 -
During July 2007, in anticipation of the completion of the corporate restructuring, having taken advice from the investment consultant and consulted with the Company, the Trustee reduced the level of equity investment and increased the investment in bonds to 65% of the fund. For the remainder of the year, the CIF maintained an overweight bond holding compared with the benchmark. Following the year end, the benchmark asset allocation was amended to 30% equities, 65% bonds and 5% property. Figure 3 demonstrates the shift in the strategic asset mix between 2004 and 2008. Figure 3 100% 90% 80% 70% 60% 50% 40% 30% 20% 10% 0% 40 42 42 44 65 22 21 21 22 6 28 29 29 26 24 8 8 8 8 5 2004 2005 2006 2007 2008 Bonds UK equity Overseas equity Property The description overseas equity includes global and pan-european portfolios which will contain a UK equity element. Figure 4 illustrates the performance of the Common Investment Fund for the year to 31 March 2008 and of the Plan for the 3 and 5 years ended on that date. Figure 4 Period to 31 March 2008 Actual Fund Return Overall Benchmark RPI Real Return % p.a. % p.a. % p.a. % p.a. 1 year 2.7 1.3 3.8 (1.1) 3 years 9.7 8.8 3.6 6.1 5 years 11.4 11.0 3.3 8.1 In the twelve months to 31 March 2008, the CIF outperformed the overall benchmark return, which reflects the return expected from the strategic asset mix, and has exceeded it over three and five years. As outlined above, the bond asset allocation was overweight throughout most of the year, and the fund benefited accordingly. However, performance of the active managers was generally disappointing and below benchmark. Little priority is attached to improving upon, or matching, the average rate of return achieved by other pension funds. Other funds will have different liability structures and different levels of maturity and risk tolerance which will lead them to adopt different asset allocation strategies, leading to varying rates of return, particularly over shorter periods. However, with above average bond weightings, the CIF s return was above the average return of other pension funds as measured by WM Performance Services for the twelve months to 31 March 2008, and in line with average performance over the 3 years to that date. 4. Additional Voluntary Contribution Funds DB Section members have the option to invest in Additional Voluntary Contribution funds managed by The Prudential Assurance Company, and in unitised managed funds offered through Investment Solutions, the DC funds provider (see 5 below). The weighted average rate of return earned on The Prudential Assurance Company s deposit fund during the year was 5.48%. The interest calculated is paid annually. The Prudential s other available option, the With Profits Fund, is based upon individual accounts accruing interest and bonus on a monthly basis, the return being related to that of a broad spread of investments managed by the Prudential. The Prudential s Annual Bonus Declaration on the With Profits Fund for 31 March 2008 was 3.25%. The average annual yield for investments in this fund over the five-year period ended 31 March 2008 was 9.7% p.a. Following advice from the Investment Consultant, the Trustee Directors decided not to make the With Profits Fund available to current non contributors with effect from July 2007. - 11 -
5. Defined Contribution Section Funds The current Statement of Investment Principles states that the Trustee has established its main objective to be to provide a range of investment options suitable to meet members needs, by providing investment options that allow members: To optimise the value of their assets at retirement, allowing for individual members' risk tolerances To maintain the purchasing power of their savings in real (i.e. post-inflation) terms To provide protection for accumulated assets in the years approaching retirement against a sudden (downward) volatility in the capital value, and fluctuations in the cost of annuities whilst taking into account the impact that increased complexity may have on administration requirements and the overall cost of the arrangements. A Lifestyle default option is offered which aims to provide an investment option which is suitable for the majority of members, taking into account their proximity to retirement. The number of funds available to members increased from 15 to 16 during the year, 10 index tracking funds and 6 actively managed funds. An additional actively managed multi-asset fund was introduced from July 2007, investing in a combination of equities and bonds. Both DC and DB Section members can make Additional Voluntary Contributions, investing in these funds but incurring an annual investment management charge of between 0.3 and 0.9% of the fund value. The 10 index-tracking funds available for investment during the year (including the Cash Fund) were initially managed by Hermes Investment Management Ltd, but were transferred to Legal & General Assurance during the year. All have performed in accordance with their benchmark over 1 and 3 years to 31 March 2008. Annual Investment returns (before fees) for these funds are shown in Figure 5. In addition, 6 actively managed funds were available for investment during the year. Active UK Equity and Corporate Bond funds are managed by Investment Solutions on a multi-manager basis, as is the multi-asset fund introduced enduring the year. The Active Global (ex UK) Equity fund is managed by Russell Investment Group, itself a manager of managers, whilst the Active Property Fund is managed by Morley Fund Management. The performance of these funds over 1 and 3 years to 31 March 2008 against their benchmarks has been disappointing, and is shown in Figure 6. Figure 5 Index Tracking Funds 12 months 3 years Return p.a. Return p.a. Equity UK (7.7%) 9.5% Continental Europe 2.6% 16.1% Global (5.4%) 10.1% Japanese (15.4%) 4.3% Pacific ex Japan 8.7% 20.6% US (4.7%) 5.5% World (ex UK) (3.2 %) 10.5% Bonds UK Long-dated Gilt 5.0% 4.8% Index-linked Gilt 13.2% 8.2% Cash 5.9% 5.2% Figure 6 Actively Managed Funds 12 months 3 years Equity UK Return p.a. (11.5 %) 7.7% +/- Benchmark (3.8%) (1.8 %) Global Return p.a. (8.1%) 8.6% +/- Benchmark (2.5%) (1.1%) Global ex UK Return p.a. (4.7%) 9.3% +/- Benchmark (1.1%) (0.6%) Bonds All Stock UK Corporate Return p.a. (3.1%) 2.3% +/- Benchmark (2.5 %) (0.4 %) Property Return p.a. (11.1%) n/a +/- Benchmark +0.0% n/a Most DC Section members invest via the default Lifestyle option, investing in the Index-tracking Global Equity Fund until the member is within 10 years of retirement. As a result, just over 70% of DC Section investments were in the Index-tracking Global Equity Fund at the year end. Note that the funds returns quoted above are for investments held for a full year, and that each member s individual returns will differ due to the timing of investments made during the year. - 12 -
6. Major Assets The Plan s major asset holdings are units in the CIF. The major asset holdings of the CIF are disclosed in the CIF Investment Report in Appendix 1. 7. Employer-related Investments The Statement of Investment Principles specifies that employer-related investments, as defined by Section 40, Pensions Act 1995, may not in the generality be entered into except when reasonably incidental to an investment policy designed to track a specific index. In exceptional circumstances, such an investment may be made but the decision to do so must be supported by professional advice and explicitly approved by the Trustee Board. During the year ended 31 March 2008, as the result of an administrative error by one of the investment managers, the CIF held Mitchells & Butlers plc bonds for a period of 103 days. At no time did the value of these bonds constitute more than 0.02% of the total value of the fund, and the investment manager subsequently recompensed the fund for the loss realised as a result of holding them. The Pensions Act 1995 limits employerrelated investments to a maximum 5% of the total value of the Fund. At 31 March 2008 neither the Plan nor the CIF held any employer-related investments, other than through index tracking funds. - 13 -
Independent Auditors Report to the Trustee of the Mitchells & Butlers Executive Pension Plan We have audited the financial statements of the Mitchells & Butlers Executive Pension Plan for the year ended 31 March 2008 which comprise the Fund Account, the Net Assets Statement and the related notes. These financial statements have been prepared under the accounting policies set out therein. Respective responsibilities of Trustee and Auditors The Trustee s responsibilities for obtaining an Annual Report and audited financial statements prepared in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), are set out in the statement of Trustee s responsibilities. Our responsibility is to audit the financial statements in accordance with relevant legal and regulatory requirements and International Standards on Auditing (UK and Ireland). This report, including the opinion, has been prepared for and only for the Trustee as a body in accordance with Section 41 of the Pensions Act 1995 and for no other purpose. We do not, in giving this opinion, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing. We report to you our opinion as to whether the financial statements give a true and fair view and contain the information required by the relevant legislation. We also report to you if, in our opinion, we have not received all the information and explanations we require for our audit. We read the other information contained in the annual report and consider whether it is consistent with the audited financial statements. The other information comprises the Chairman's Report, the Trustee s Report, the Investment Report, the Actuarial statements, the Summary of Contributions Payable and the Five Year History of the Plan. We consider the implications for our report if we become aware of any apparent misstatements or material inconsistencies with the financial statements. Our responsibilities do not extend to any other information. Basis of audit opinion We conducted our audit in accordance with International Standards on Auditing (UK and Ireland) issued by the Auditing Practices Board. An audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures in the financial statements. It also includes an assessment of the significant estimates and judgements made by or on behalf of the Trustee in the preparation of the financial statements, and of whether the accounting policies are appropriate to the Plan's circumstances, consistently applied and adequately disclosed. We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or other irregularity or error. In forming our opinion we also evaluated the overall adequacy of the presentation of information in the financial statements. Opinion In our opinion: the financial statements give a true and fair view, in accordance with United Kingdom Generally Accepted Accounting Practice, of the financial transactions of the Plan during the year ended 31 March 2008, and of the amount and disposition at that date of its assets and liabilities, other than the liabilities to pay pensions and benefits after the end of the year, and the financial statements contain the information specified in Regulation 3 of, and the Schedule to, the Occupational Pension Schemes (Requirement to obtain Audited Accounts and a Statement from the Auditor) Regulations 1996. PricewaterhouseCoopers LLP Chartered Accountants and Registered Auditors, Birmingham Date: 13 August 2008-14 -
The Financial Statements of the Mitchells & Butlers Executive Pension Plan Fund Account for the year ended 31 March 2008 2008 2007 Defined Defined Total Total Contribution Section Benefit Section Note 000 000 000 000 Contributions and benefits Contributions 3 503 13,338 13,841 17,736 Transfers in 4-912 912 487 Other income 5-310 310 101 503 14,560 15,063 18,324 Benefits 6-10,787 10,787 9,967 Leavers 7 38 421 459 1,224 Life Insurance Premiums - 60 60 56 Administrative expenses 8 1 316 317 256 39 11,584 11,623 11,503 Net additions from dealings with members 464 2,976 3,440 6,821 Returns on investments Investment income 9-12 12 12 Change in market value of investments 11&12 (85) 68 (17) 122 Change in market value of units in the CIF 10-7,592 7,592 18,827 Investment management fees (6) - (6) (3) Net return on investments (91) 7,672 7,581 18,958 Net increase in the Fund during the year 373 10,648 11,021 25,779 Net assets of the Plan at the beginning of the year 1,237 306,197 307,434 281,655 at the end of the year 1,610 316,845 318,455 307,434 These financial statements were approved by the Trustee Board on 13 August 2008. The accompanying notes on pages 17 to 22 form an integral part of these financial statements. - 15 -
The Financial Statements of the Mitchells & Butlers Executive Pension Plan Net Assets Statement as at 31 March 2008 2008 2007 Note 000 000 Defined Benefit Section Investment assets Units in Common Investment Fund 10 313,037 304,339 AVC investments 11 1,859 1,479 Current assets 13 2,243 660 Current liabilities 13 (294) (281) 316,845 306,197 Defined Contribution Section Investments Pooled investments 12 1,233 972 AVC investments 11 143 111 Current assets 13 234 154 1,610 1,237 Net assets of the Plan 318,455 307,434 The financial statements summarise the transactions of the Plan and deal with the net assets at the disposal of the Trustee. They do not take account of obligations to pay pensions and benefits which fall due after the end of the Plan year. The actuarial position of the Plan, which does take account of such obligations, is dealt with in Section 4 of the Trustee Report, and these financial statements should be read in conjunction with them. These financial statements were approved by the Trustee Board on 13 August 2008. The accompanying notes on pages 17 to 22 form an integral part of these financial statements. - 16 -
Notes to the Financial Statements 1. Basis of preparation The financial statements have been prepared in accordance with the Occupational Pension Schemes (Requirements to obtain Audited Accounts and a Statement from the Auditor) Regulations 1996, and with the guidelines set out in the Statement of Recommended Practice, Financial Reports of Pension Schemes (revised May 2007). In line with best practice, this represents early adoption of the latest Statement of Recommended Practice. 2. Accounting policies a) Investments i) Pooled investment vehicles are valued at a closing single price provided by the relevant fund managers, which reflect the market value of the underlying investments. ii) Units in the Common Investment Fund are valued by the custodian based on the Plan s share of the underlying assets as adjusted for investment related current assets and liabilities. The basis of valuation of the underlying assets is disclosed in the financial statements of the Common Investment Fund, attached as Appendix 1. b) Investment and Other Income i) Income from cash and short term deposits is accounted for on an accruals basis. ii) Age Related Rebates receivable are accounted for on an accruals basis. c) Change in market value of investments Change in market value of investments comprises profits and losses on the sale of investments together with changes in market values of investments during the year. d) Transfer values Transfer values represent the value of pension benefits of members transferring to and from the Plan during the year. Transfer values are accounted for on a cash basis, or where Trustees have agreed to accept the liability in advance of receipt of funds, on an accruals basis from the date of agreement e) Contributions i) Employee contributions are accounted for when deducted from the participating company payroll. ii) Employer normal contributions are accounted for in the period to which the corresponding wages and salaries relate.. iii) Employers augmentation contributions (i.e. those paid to provide new benefits or augment benefits for specified members) are paid at the discretion of the Company, and are accounted for in accordance with the agreement with the Company. iv) Employers deficit funding contributions are accounted for by reference to the due date in the Schedule of Contributions, or on date of receipt if earlier. v) The presentation of the information on contributions in the prior year has been restated to be consistent with the current year and as required by the new SORP. Total contributions are unchanged. f) Benefits payable Members can choose whether to take their benefits wholly as a pension or partially as a pension with a lump sum option. Pensions and lump sums are accounted for on an accruals basis from the date the option is exercised. - 17 -
Notes to the Financial Statements g) Administrative expenses Administrative expenses are accounted for on an accruals basis. h) AVCs With-profit policies have been included in the net assets statement of the Defined Benefit Section at the value estimated by Prudential. This valuation excludes terminal bonuses that are not guaranteed. Insurance policies are not marketable in the same manner as other investments. As a result the market value of insurance policies is not readily ascertainable. Deposit AVCs have been included in the net assets statement at the value determined by Prudential, which includes accrued income. The funds of DC AVC payers, and of a number of DB Section members, are invested in managed fund units. i) Analysis between DB and DC Sections The financial statements analyse the transactions and net assets of the Plan between the Defined Benefit (DB) and Defined Contribution (DC) Sections. Income, expenditure and investments reported within the DC Section of the Fund Account and Net Assets Statement relate specifically to the DC Section of the Plan. The DB Section of the Financial Statements contains the remaining income, expenditure and investments of the Plan, including those which relate to the Plan as a whole and cannot be specifically allocated between the Sections. 3. Contributions 2008 2007 DC DB Total Total Section Section 000 000 000 000 From Participating Companies normal 347 4,150 4,497 3,597 deficit - 7,600 7,600 12,900 augmentations - 565 565 206 From the members normal 118 686 804 678 additional voluntary 38 337 375 355 503 13,338 13,841 17,736 In accordance with the agreed Schedules of Contributions, the Company s programme of cash injections designed to improve the Plan s actuarial funding level continued this year. In October 2007, the Company made deficit contributions of 7.6 million. Normal contributions from Participating Companies includes 727,000 receivable from the Company in respect of the period 1 October 2007 to 31 March 2008 as a result of the increase in Company contribution rates set out in the Schedule of Contributions signed in April 2008 (see sections 4 and 10 of the Trustee s Report). These contributions were received following the year end. Pension augmentation payments are made at the Company s discretion and are in respect of members promoted from the Mitchells & Butlers Pension Plan during the year. The receipts in respect of the DC Section are employer and member contributions into DC Choice together with a further contribution from the employer into the Plan to cover both the costs of administering the DC Section and DC member risk benefits. 4. Transfers in Transfers in includes 895,000 in respect of 6 employees transferring from the Mitchells and Butlers Pension Plan as a consequence of their promotion within the Company. In fiscal 2007, the corresponding figure was 430,000 in respect of 8 transferring members, 7 to the DB section, 1 to the DC section. - 18 -
Notes to the Financial Statements 2008 2007 DC DB Total Total Section Section 5. Other income 000 000 000 000 Age Related Rebates (from the DWP) - 126 126 100 Life assurance claims - 183 183 - Life insurance pensions - 1 1 1-310 310 101 Age Related Rebates income in 2007 included compensation for late payment by the Department for Work and Pensions of 11,000. 2008 2007 DC DB Total Total Section Section 6. Benefits 000 000 000 000 Pensions - 9,988 9,988 9,728 Commutations and lump sum retirement benefits - 615 615 239 Death benefits - 184 184 - - 10,787 10,787 9,967 2008 2007 DC DB Total Total Section Section 7. Leavers 000 000 000 000 Refunds to members leaving service 6-6 - Individual transfers to other arrangements 32 421 453 1,224 38 421 459 1,224 2008 2007 DC DB Total Total Section Section 8. Administrative expenses 000 000 000 000 Administration and processing 1 46 47 49 Audit fee - 12 12 12 Investment and pensions advice - 213 213 159 Member communications - 13 13 13 Other services - 32 32 23 1 316 317 256 Administrative expenses are borne by the Plan. The increase in investment and pensions advice expenses is primarily due to the actuarial valuation undertaken during the year. The costs of advice received by the Trustee in reviewing the Company s restructuring proposals were paid directly by the Company and are therefore not included in the above figures. 9. Investment income Investment income mainly accrues to the Common Investment Fund and is disclosed in detail in the CIF accounts attached as Appendix 1. The investment income of the Plan for both 2008 and 2007 comprised interest on bank deposits. - 19 -
Notes to the Financial Statements 10. Mitchells & Butlers Common Investment Fund The Plan participates, on behalf of its DB membership, in the Mitchells & Butlers Common Investment Fund (CIF) together with the Mitchells & Butlers Pension Plan. The Plan s investment in the units of the CIF is as shown below:- 2008 2007 Value 000 000 Value at the beginning of the year 304,339 279,458 New units issued 7,906 13,204 Units redeemed (6,800) (7,150) Change in market value of underlying assets 7,592 18,827 Value at the end of the year 313,037 304,339 Units No. No. Number at the beginning of the year 216.915575 212.416931 New units issued 5.448667 9.864159 Units redeemed (4.719727) (5.365515) Units held at the end of the year 217.644515 216.915575 The units held by the Plan at 31 March 2008 were valued at 1,438,296 each (2007-1,403,031), the Plan s holding at that date representing 24.39% (2007 23.99%) of the total units in the CIF. The financial statements of the CIF are attached as Appendix 1. 2008 2007 DC DB Total Total Section Section 11. AVC investments 000 000 000 000 Value at the beginning of the year 111 1,479 1,590 1,254 Purchases 39 398 437 353 Sales - (86) (86) (81) Change in market value (7) 68 61 64 Value at the end of the year 143 1,859 2,002 1,590 The Trustee holds assets invested separately for those members of both the DB and DC Sections of the Plan electing to pay additional voluntary contributions. Members participating in this arrangement each receive an annual statement, made up to 31 March, confirming the amounts held in their account and the movement in the year. At the year end, AVC balances were held as follows: 2008 2007 DC DB Total Total Section Section 000 000 000 000 The Prudential Assurance Co With Profits - 1,069 1,069 976 Deposit - 573 573 470-1,642 1,642 1,446 Investment Solutions Ltd 143 217 360 144 Total 143 1,859 2,002 1,590 2008 2007 12. Investment assets Defined Contribution Section 000 000 Value at the beginning of the year 972 554 Purchases 389 360 Sales (50) - Change in market value (78) 58 Value at the end of the year 1,233 972-20 -
Notes to the Financial Statements All DC Section investments are in UK registered unitised insurance policies. At 31 March 2008, 95% of investments were held in equity funds, 87% invested in global or other international equity funds, and 8% in UK equity funds. Of the remaining investments, 4% are invested in fixed income. 2008 2007 Total Total 13. Current assets and liabilities 000 000 Cash 908 392 Debtors Age Related Rebates due from DWP 210 100 Contributions due from Participating Companies 1,024 149 Contributions due from Members 33 26 Other debtors and prepayments 302 147 Total debtors 1,569 422 Current assets 2,477 814 Creditors Administrative expenses due to Company (143) (141) Age Related Rebates payable (106) (107) Unpaid Benefits (45) (33) Total creditors (294) (281) Broken down as follows: DC Section Designated to members 18 14 Not designated to members 216 140 DB Section Current Assets 2,243 660 Current liabilities (294) (281) The DC Section assets designated to members comprise employer and member contributions due from the Company. Assets not designated to members represent a notional allocation to the DC Section of funds held by the Plan. These comprise: : 1 April 2007 In Year 31 March 2008 Company contributions received to cover DC Section administrative and risk benefits 142 71 213 Refunds of Company contributions on members leaving 7 12 19 Less: Administrative costs & investment management fees (9) (7) (16) 140 76 216 Contributions due from Participating Companies were subsequently received in accordance with the requirements of the Schedule of Contributions. Other debtors and prepayments relate to amounts receivable from the Mitchells & Butlers Pension Plan in respect of Age Related Rebates and contributions paid into that Plan. Unpaid benefits comprise 37,000 resulting from the incorrect application of increases to the Guaranteed Minimum Pension for a number of members who retired before reaching their Statutory Pension Age between 1978 and 1997 (2007-33,000) - 21 -
Notes to the Financial Statements 14. Related party transactions The Plan has received employer contributions from participating companies in respect of Trustee Directors and employees of Mitchells & Butlers who are also contributing members of the Plan. Two of the Trustee Directors, T. Jones and W.Y. Scobie, received a pension from the Plan. All of the above is fully consistent with the rules of the Plan. In accordance with the agreement between the Plan and the Company, the Plan paid approximately 87,000 to the Company for administrative services, which included the fees paid for the Chairman s and Director s services (2007-81,000). These costs are included within administrative expenses in Note 8 above. 15. Contingent assets & liabilities There were no contingent assets or liabilities at the year end. 16. Subsequent events No significant events occurred since the year end. - 22 -
Independent Auditors Statement about Contributions to the Trustee of the Mitchells & Butlers Executive Pension Plan We have examined the Summary of Contributions to the Mitchells & Butlers Executive Pension Plan for the year ended 31 March 2008 which is set out on the following page. Respective responsibilities of Trustee and Auditors The Trustee s responsibilities for ensuring that there is prepared, maintained and from time to time revised a schedule of contributions are set out in the statement of Trustee s responsibilities. Our responsibility is to provide a statement about contributions to the Plan in accordance with relevant legislation and to report our opinion to you. This report, including the statement about contributions, has been prepared for and only for the Plan s Trustee as a body in accordance with Section 41 of the Pensions Act 1995 and for no other purpose. We do not, in giving this statement, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing. Basis of statement about contributions We planned and performed our work so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that contributions reported in the attached summary have been paid in accordance with the relevant requirements. For this purpose the work that we carried out included examination, on a test basis, of evidence relevant to the amounts of contributions payable to the Plan and the timing of those payments under the schedule of contributions. Our statement about contributions is required to refer to those breaches of the schedule of contributions which we consider to be material for this statement and which come to our attention in the course of our work. Statement about contributions to the Plan In our opinion, the contributions payable to the Plan during the year ended 31 March 2008 as reported in the Summary of Contributions on the following page have in all material respects been paid in accordance with the schedule of contributions certified by the Actuary on 21 January 2005 and with the schedule of contributions certified by the Actuary on 16 April 2007. PricewaterhouseCoopers LLP Chartered Accountants and Registered Auditors, Birmingham Date: 13 August 2008-23 -
Mitchells & Butlers Executive Pension Plan Summary of Contributions Payable for the year ended 31 March 2008 From Participating Companies From Members DC DB Total DC DB Total section section section section 000 000 000 000 000 000 Required by Schedules of Contributions Normal Contributions 347 3,423 3,770 118 686 804 Deficit Contributions - 7,600 7,600 - - - 347 11,023 11,370 118 686 804 Other Contributions payable Normal Contributions - 727 727 - - - AVCs - - - 38 337 375 Augmentations of individual members benefits - 565 565 - - - Total as per fund account (Note 3) 347 12,315 12,662 156 1,023 1,179 Signed on behalf of the Board: - 24 -
Members Information Registrar of Occupational and Personal Pension Schemes The Registrar's main purpose is to provide a tracing service for members (and their dependants) of previous employers' schemes, who have lost touch with earlier employers and trustees. To trace a benefit entitlement under a former employer's scheme, enquiries should be addressed to: Pension Tracing Service, The Pension Service, Tyneview Park, Whitley Road, Newcastle, NE98 1BA. Telephone 0845 600 2537 Website address: www.thepensionservice.gov.uk The information provided includes details of the address at which the trustees of a pension scheme may be contacted. This Plan has been registered with the Registrar. The Pensions Advisory Service Any concern connected with the Plan should be referred initially to the administrator, as set out in page 2 of these accounts, or to Judith Deeley, Secretary to Trustee. The Pensions Advisory Service (TPAS) is available at any time to assist members and beneficiaries of occupational pension schemes in connection with any pensions query they may have, or difficulty which they have failed to resolve with the trustees or administrators of the scheme. A local TPAS advisor can usually be contacted through a Citizen's Advice Bureau. Alternatively TPAS can be contacted at 11 Belgrave Road, London, SW1V 1RB. Telephone: 0845 601 2923 Website address: www.pensionsadvisoryservice.org.uk The Pensions Ombudsman In cases where a complaint or dispute cannot be resolved, normally after the intervention of TPAS, an application can be made to the Pensions Ombudsman for him to investigate and determine any complaint or dispute of fact or law involving occupational pension schemes. The address is 11 Belgrave Road, London, SW1V 1RB. Telephone: 0207 834 9144-25 -
Five Year history of the Plan Year ended 31 st March 2004 2005 2006 2007 2008 Members in service 159 143 156 161 153 Pensioners (including dependants) 291 302 312 314 320 Deferred pensioners 397 404 407 414 419 Total membership 847 849 875 889 892 000 000 000 000 000 Members contributions 719 656 683 1,033 1,179 Company contributions 17,117 7,920 6,990 16,703 12,662 Investment income (3) (6) 6 12 12 Transfer payments received 310 491 1,008 487 912 Other income 344 23 472 101 310 Total income 18,487 9,084 9,159 18,336 15,075 Pensions paid 8,392 9,080 9,486 9,728 9,988 Lump sums on retirement 1,607 1,326 460 239 615 Lump sums on death 258-767 - 184 Leavers - 1,168 697 1,224 459 Bulk transfers * 77,551 - - - - Life assurance premiums 71 71 54 56 60 Total benefits 87,879 11,645 11,464 11,247 11,306 m m m m m Return on investment 33.0 22.5 46.9 19.0 7.6 Plan assets 218 237 282 307 318 * This schedule reflects the impact on the Plan of the separation of Six Continents PLC into Mitchells & Butlers plc and InterContinental Hotels Group PLC on 1 April 2003. - 26 -
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