Just Eat Takeaway.com
Piet Heinkade 61
1019 GM Amsterdam
The Netherlands
Just Eat Takeaway.com N.V. Annual Report 2022
Annual
Report
2022
About this report
This annual report is available as a PDF, on our website www.justeattakeaway.com and as a
limited print version. The PDF/print version of this annual report has been prepared for ease of
use and does not contain ESEF information as specified in the Regulatory Technical Standards on
ESEF (Delegated Regulation (EU) 2019/815). The official ESEF reporting package is available via
Just Eat Takeaway.com’s website at www.justeattakeaway.com. In case of any discrepancies
between this PDF version and the ESEF package, the latter prevails.
Forward-looking statements
This annual report may contain forward-looking statements. These statements are only
predictions and are not guarantees. Actual events or the results of our operations could differ
materially from those expressed or implied in the forward-looking statements. Forward looking
statements are typically identified by the use of terms such as “may”, “will”, “should”, “expect”,
“could”, “intend”, “plan”, “anticipate”, “estimate”, “believe”, “continue”, “predict”, “potential” or
the negative of such terms and other comparable terminology. The forward-looking statements
contained herein speak only as of the date they are made. By their nature, forward-looking
statements involve risk and uncertainty because they relate to events and depend on
circumstances that will occur in the future. Actual results may differ materially from those
expressed in these forward-looking statements, and you should not place undue reliance on
them. For a discussion of factors that could cause future results to differ from such forward-
looking statements, see also the section ‘Risk Management’ of this annual report. You will be
solely responsible for your own assessment of the market and the market position of Just Eat
Takeaway.com and you will conduct your own analysis and be solely responsible for forming your
own view of the potential future performance of Just Eat Takeaway.com’s business. This
document does not constitute or form part of, and should not be constructed as, an offer or
invitation to subscribe for or purchase any Just Eat Takeaway.com securities.
Market and Industry Data
References to market share and position are Just Eat Takeaway.com’s estimates based on the
latest available data from a number of internal and external sources. Sources used by Just Eat
Takeaway.com include: data and web traffic monitoring (Google Trends from Google Inc and
Total web and mobile visits from Similarweb), app download and use data (App Annie), credit
card use data (Cardlytics) and email receipt analysis (Fox Intelligence), and inhabitant numbers
(Michael Bauer Research GmbH). While we believe that the publicly available information and
industry publications we use are reliable, we have not independently verified market and
industry data from third-party sources. Moreover, while we believe our internal surveys are
reliable, they have not been verified by any independent source.
Colophon
Just Eat Takeaway.com
Piet Heinkade 61
1019 GM Amsterdam
The Netherlands
E-mail: press@justeattakeaway.com
Internet: www.justeattakeaway.com
Twitter: @justeattakeaway
Chamber of Commerce Amsterdam,
the Netherlands
Trade registry no. 08142836
VAT no. NL815697661B01
01 The Company
4 Highlights 2022
5 At a Glance 2022
7 Message from the CEO
10 Company Profile
10 Who we are
11 Our business model
13 History
14 Our segments
02 Report of the Management
Board
27 Our Strategy
30 Our Products and Technology
35 Our Brand
39 Our Operations
44 Our Stakeholders
44 Our consumers
45 Our Partners
46 Our people
50 Our Shareholders
55 Our Inclusion, Diversity and Belonging
59 Our Responsible Business and Sustainability Approach
74 Our Performance in 2022
75 Group performance review
79 Reportable segment performance
83 Financial review
88 Statements by the Managing Directors
03 Our Governance Report
93 Composition of the Management Board and Supervisory Board
100 Report of the Supervisory Board
109 Report of the Remuneration and Nomination Committtee
113 Remuneration in 2022
126 Governance and Compliance
143 Report of the Audit Committee
147 Privacy of our Stakeholders
04 Risk Management
05 Financial Statements
168 Consolidated statement of profit or loss and other comprehensive
income
169 Consolidated statement of financial position
171 Consolidated statement of changes in equity
172 Consolidated statement of cash flows
174 Notes to the Consolidated financial statements
245 Company statement of profit or loss
246 Company statement of financial position
247 Notes to the Company financial statements
06 Other Information
254 Independent Auditor’s Report
264 Three-year Key Figures
266 Reconciliation of Alternative Performance Measures
269 Additional Information
269 Address Just Eat Takeaway.com
270 Glossary
1
Just Eat Takeaway.com Annual Report 2022
Table of contents
Highlights 2022
Processed 984 million Orders
1
from 90 million Active Consumers
Significantly improved financial performance and returned to positive
Adjusted EBITDA
Completed the sale of our 33% interest in iFood for a consideration
of up to €1.8 billion
Added more than 58 thousand Partners to offer the widest choice,
from local legends to best-loved brands, and from food to grocery and
other adjacent categories
1
Grubhub was consolidated from 15 June 2021 and Just Eat from 15 April 2020. The key performance indicators and the key financial indicators included in chapter 1 ‘The Company’ and chapter 2
‘Report of the Management Board’, unless otherwise mentioned, are presented as if the combinations were completed on 1 January 2020 to provide comparable information for the periods
presented. Operations in Norway and Portugal were discontinued from 1 April 2022 and Romania from 1 June 2022. The key performance indicators and key financial indicators presented in these
chapters, unless otherwise mentioned, exclude these operations as from 1 January 2022. These figures are unaudited. Due to rounding, amounts in the tables may not add up precisely to the totals
provided. Percentages used are based on unrounded figures.
4
Just Eat Takeaway.com Annual Report 2022
Highlights 2022
Dear reader,
After two years of exceptional growth, Just Eat Takeaway.com is now twice the
size it was pre-pandemic. While this growth has required significant
investment, we have continued to focus on executing our strategy to build and
operate highly profitable food delivery businesses. In 2022, our priority was to
enhance profitability and strengthen our business by implementing a wide
range of initiatives. As a result, we materially improved our financial
performance and generated Adjusted EBITDA of €19 million in 2022 compared
with minus €350 million in 2021. We expect a further improvement in 2023.
The loss for the period was €
5.7 billion, mainly due to impairment losses of € 4.6
billion on past equity funded acquisitions. Naturally, this is the consequence of
macroeconomic factors, such as increasing interest rates. Given such factors are
outside of our control and do not impact our cash position, we focus on the
operating performance of our business.
At the beginning of 2022, society was still recovering from the pandemic with
restaurants reopening and consumers slowly returning to offices. The Company,
as a consequence, faced a temporary lull in growth and a more difficult financial
environment. We therefore expedited our efforts to again become Adjusted
EBITDA positive.
Over the last decade, our focus has been to build large, profitable food delivery
businesses. Despite several years of unprecedented growth and investment,
this core objective remains unchanged. Today, the business is in good health,
giving us a unique advantage in the market and reflecting the strong
foundations on which Just Eat Takeaway.com was founded. As you may know,
our Dutch business has been profitable since inception in 2000, and many of our
countries are now Adjusted EBITDA positive as well.
Message from
the CEO
7
Just Eat Takeaway.com Annual Report 2022
Message from the CEO
The significant progress we have made has enabled us to bring our Adjusted
EBITDA target forward by one year to 2022. A strong focus on execution enabled
us to turn around a significant Adjusted EBITDA loss of minus €134 million in the
first half of 2022 to a materially improved positive Adjusted EBITDA of €154
million in the second half. Our ambition to create a highly profitable global food
delivery business is firmly on track.
Adriaan Nühn, who was our Chairman for six years, decided to step down in May
2022. Adriaan has been instrumental in helping us evolve since our Initial Public
Offering in 2016. I would like to thank him for his long service and commitment.
I am also grateful to Corinne Vigreux, our Vice Chair, for taking over on an interim
basis. I am delighted that Dick Boer, who has extensive experience in the
consumer sector, joined as our new Chairman in November 2022.
We continue to focus capital and management attention towards those markets
that offer us the highest potential for generating scale, leadership positions and
profit pools. As a result, we discontinued our operations in Norway, Portugal and
Romania in 2022. These difficult decisions were not taken lightly, and I would
like to thank everyone involved for their commitment and hard work.
In November 2022, we completed the sale of our equity stake of approximately
33% in iFood for a total consideration of up to €1.8 billion, consisting of €1.5
billion in cash and a deferred consideration, contingent on the performance of
the online food delivery sector over the next 12 months, of up to €300 million.
By retaining the transaction proceeds, our balance sheet strengthened
significantly, providing the Company with financial flexibility in an uncertain
macroeconomic environment.
While we continue to focus on executing our strategy, we will not lose sight of
the need to tackle the urgent issues that face our planet and communities.
We are committed to making a positive impact on the planet we live on,
with the food we offer, the people we employ, and the society we serve.
We have been working hard towards achieving the ambition we set last year
when we introduced our Responsible Business and Sustainability strategy. While
we are proud of our success to date, we know there is much more to do.
In summary, following two years of significant investment during the pandemic,
the business is now back to reporting positive Adjusted EBITDA. Three out of
four of our operating segments were Adjusted EBITDA positive in 2022, and we
realised a notable reduction in losses from our Southern Europe and ANZ
segment. We expect that our improved scale and performance will strengthen
our leadership positions and road to profitability going forward.
I would like to thank our staff, couriers, consumers, Partners, shareholders,
Supervisory Board and international works councils, for their ongoing support in
striving to achieve our vision to empower every food moment.
Jitse Groen
CEO and founder
Just Eat Takeaway.com
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Just Eat Takeaway.com Annual Report 2022
Message from the CEO
Who we are
Just Eat Takeaway.com is a leading global online food delivery company,
connecting 90 million Active Consumers
2
with 692 thousand local Partners
2
through our apps and websites, and with leading positions in attractive
countries. As of 31 December 2022, Just Eat Takeaway.com operates in 20
countries, divided into four segments: North America (Canada and the United
States), Northern Europe (Austria, Belgium, Denmark, Germany, Luxembourg,
Poland, Slovakia, Switzerland, and the Netherlands), United Kingdom and
Ireland; and Southern Europe and ANZ (Australia, Bulgaria, France, Israel, Italy,
New Zealand and Spain). Our platform and Delivery
2
operations in Norway,
Portugal and Romania were discontinued in the first half of 2022. With the
sale of our minority stake in iFood Holdings B.V. and IF-JE Holdings B.V.
on 22 November 2022 to an affiliate of Prosus N.V. (‘iFood Transaction’), we are
also no longer active in Brazil and Colombia.
Just Eat Takeaway.com began operating in 2000 in the Netherlands when
founder and CEO, Jitse Groen, launched the online food delivery platform under
the brand Thuisbezorgd.nl. The business expanded rapidly, both in the
Netherlands and internationally, building European and then global scale
through a blend of acquisitive and organic growth.
Our proposition benefits both consumers and Partners. We offer consumers the
ability to order from a large selection of local restaurants, grocers and specialty
retailers, enabled through our apps and websites and delivered rapidly by our
network of couriers or by our Partners themselves. For Partners, we provide
access to our large pool of Active Consumers, our strong brand awareness,
and our Delivery capabilities – allowing them to increase Orders
2
and grow their
businesses.
2
Reference is made to the Glossary for an overview of defined terms
Company Profile
Just Eat Takeaway.com is a leading global
online food delivery company, connecting
90 million Active Consumers with their local
Partners, and benefits from an attractive
business model with powerful network
effects.
10
Just Eat Takeaway.com Annual Report 2022
Company Profile
In 2022, Just Eat Takeaway.com processed 984 million Orders for our Partners,
facilitating €28.2 billion in Gross Transaction Value (‘GTV’). On average we had
approximately 24 thousand full-time equivalent employees (‘FTE’) in 2022,
of which approximately 8 thousand were employed couriers.
The shares in the Company are listed and traded on Euronext Amsterdam (AMS:
‘TKWY’), its CREST depository interests (‘CDIs’) are listed and traded on the
London Stock Exchange (LSE: ‘JET’) and, following the voluntary delisting from
the Nasdaq Stock Market (‘Nasdaq’), its American Depositary Shares (‘ADSs’) are
quoted and traded on the over-the-counter (‘OTC’) Markets via a sponsored
Level I Programme (ticker: ‘JTKWY’). Five ADSs represent one share of the
Company.
Our business model
Just Eat Takeaway.com’s core business model connects consumers with
Partners, enabling the consumers to order and pay through our apps or
websites, and Orders to be delivered to the consumers or collected by
them in person (Fig. 1). Partners are primarily restaurants and other food
producers, but also include convenience stores, specialty retailers, and
other high street stores.
For consumers, our proposition provides a simple way to order and pay for
food and other items, and Just Eat Takeaway.com aims to offer the best user
experience by providing a large and varied selection of cuisines, broad
restaurant and convenience grocery choice, an easy-to-use and engaging
product interface, seamless payment processes, and transparent order-
tracking features.
For Partners, Just Eat Takeaway.com offers access to a wide consumer base and
provides enhanced visibility at a low cost. This allows Partners to broaden their
reach beyond local marketing and generate incremental Orders. In addition,
we provide Partners with Delivery services, primarily through our own Delivery
solutions.
We offer two primary models of fulfilment – our marketplace model where
Partners deliver the Orders to the consumers themselves, and our Delivery
model where we use our courier network to deliver Orders. Our Delivery
solutions leverage employed couriers, independently contracted couriers and
third-party provided couriers. Our employed model provides couriers with
valuable benefits, such as training, social security, holiday pay and sick leave.
Our independent contractor courier model provides couriers with flexibility on
how and when they want to work.
We derive our revenue principally from the commissions we charge Partners,
based on the value of the goods ordered through our platforms and, to a lesser
extent, from other services such as payment services, sales of merchandise and
packaging, and Promoted Placement
2
. In addition, we derive revenue from fees
charged directly to consumers, including Delivery fees for Orders where Just Eat
Takeaway.com is responsible for the Delivery.
Our business model benefits from powerful network effects, reinforcing growth
in Orders, consumers and Partners. As the number of consumers increases,
more Orders and higher GTV are generated, attracting more Partners to our
platforms. This further enhances and diversifies the offering, in turn attracting
more consumers. Network effects typically provide a strong tailwind to growth
for market leaders, as well as driving operating leverage, leading to improved
operating margins in the long-term.
2
Reference is made to the Glossary for an overview of defined terms
11
Just Eat Takeaway.com Annual Report 2022
Company Profile
Just Eat Takeaway.com connects consumers and Partners
Fig. 1. Just Eat Takeaway.com core business model
DeliverEnjoy
Search
PrepareOrder
Partners
Just Eat Takeaway.com
transmits Order
Consumers
Consumers place Order
(and make payment)
Receive
Order
33
1 1
22
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Just Eat Takeaway.com Annual Report 2022
Company Profile
History
Creation of a leading global online food delivery platform with a proven track record of integration and growth.
Fig. 2. History of Just Eat Takeaway.com
2001
2000
2020 2022
First international
expansion with entry into
Germany and Belgium
2007
First external
investment of €13m
from Prime Ventures
2012
IPO at Euronext
Amsterdam; first
Delivery city launched
2016
Acquisition of Lieferheld,
pizza.de and Foodora
from Delivery Hero
2019
Acquisition of Grubhub
in the United States
Acquisition of Bistro.sk
in Slovakia
2021
Acquisition of
10bis in Israel,
reflecting entry
into B2B market
2018
Acquisitions of
Lieferando.de
and Pyszne.pl
2014
Name change to
Takeaway.com
2011
Thuisbezorgd.nl
Jitse Groen launches
Thuisbezorgd.nl in
The Netherlands
Just Eat launches in
UK and moves HQ
2006
IPO at London
Stock Exchange
2014
Acquisition of
SkipTheDishes
in Canada
2016
Acquisition of
Menulog
in Australia
2015
First external
investment of £10m
from Index Ventures
2009
Acquisition of
Hungry House
in UK
2018
All-share combination of
Just Eat and Takeaway.com
and listing on London Stock
Exchange (‘JET’)
Launches in
Denmark
Just Eat
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Just Eat Takeaway.com Annual Report 2022
Company Profile
UK and
Ireland
GTV
€6.6bn
23%
Northern
Europe
GTV
€7.4bn
26%
Southern
Europe and
ANZ
GTV
€2.6bn
9%
North
America
GTV
€11.6bn
41%
Israel
Australia and
New Zealand
Our segments
Our operations span four segments. These segments are: North America, Northern Europe, United Kingdom and Ireland,
and Southern Europe and ANZ (Fig. 3).
Fig. 3. Our segments
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Just Eat Takeaway.com Annual Report 2022
Company Profile
Across the four segments, Just Eat Takeaway.com operates in 20 countries,
representing an Addressable Population
2
of over 700 million people. In 2022,
we served a total of 90 million Active Consumers across our segments.
Our significant investments in Partner acquisition enabled us to increase the
number of Partners by 9% to 692 thousand by the end of 2022, further
increasing the diversity of our offerings.
We believe there is significant upside potential from both increasing penetration
and Order frequency. Our overall consumer penetration is relatively low (Fig. 4),
and we believe there continues to be a big opportunity in the shift from phone
to online ordering, as well as continued expansion of our Partner supply base
through Delivery services. Our Average Monthly Order Frequency
2
also has
significant upside potential (Fig. 5), with consumers ordering on average only a
few times a month in 2022. Average Monthly Order Frequency declined to 2.8
times in 2022 from 2.9 times in 2021 and was still significantly higher than
pre-pandemic.
Note: Population estimates from Michael Bauer Research Gmbh for the year 2022
2
Reference is made to the Glossary for an overview of defined terms
Fig. 4. Just Eat Takeaway.com penetration Fig. 5. Just Eat Takeaway.com Average Monthly Order Frequency
Population aged 15+
10%
20%
32%
6%
13%
North America Northern Europe UK and
Ireland
Southern Europe
and ANZ
Total
304m 153m 58m 184m 700m
20202019 2021 2022
2.6
2.4
2.9
2.8
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Just Eat Takeaway.com Annual Report 2022
Company Profile
Orders
327m
GTV
€11.6bn
Active Consumers
30m
Partners
418k
Adjusted EBITDA
€65m
The North America segment comprises our US and Canadian businesses.
North America is the largest segment in terms of Orders and GTV,
representing 33% of the total Just Eat Takeaway.com Orders and 41% of the
total GTV in 2022. North American Orders declined 13% year-on-year while
the pandemic continued to affect year-on-year comparison. Despite the
decline in Orders, our GTV increased by 1% to €11.6 billion, driven by a
higher Average Transaction Value (‘ATV’), which is defined as GTV divided by
the number of Orders in a particular period, and favourable foreign
exchange rates.
Active Consumers in the North America segment decreased to 30 million in
2022 from 37 million in 2021. North America’s Partner supply base grew 12% to
418 thousand Partners, with significant expansion in both the number of
independent and branded Partners. On top of that, the segment continued to
increase its on-demand grocery Delivery proposition in 2022, with Skip Express
Lanes in Canada and adding Partners such as Gopuff to the platform in the US.
When combined with strong third-party convenience and grocery partnerships,
this builds an effective foundation and clear path to accelerating growth of
other adjacent categories.
In both the US and Canada, various states, provinces, and local governments
imposed temporary fee caps on the online food delivery marketplace in 2020 in
response to the pandemic. In July 2022, the San Francisco Board of Supervisors
amended its legislation on fee caps, which is the latest in a growing trend
among cities that have rolled back pandemic-era price controls. However,
we experienced an impact amounting to more than €130 million of fee caps on
our North America segment in 2022 compared with more than €190 million in
2021. We continue to pursue legal and legislative remedies to eliminate or
significantly reduce the financial impact of price controls and/or fee caps in the
US (mainly in New York), as we believe fee caps are contrary to the law.
North America
16
Just Eat Takeaway.com Annual Report 2022
Company Profile
Just Eat Takeaway.com Annual Report 2022
Company Profile
North America improved its Adjusted EBITDA as a percentage of GTV (‘Adjusted
EBITDA Margin’) to 0.6% in 2022 from minus 0.2% in 2021. The improved
Adjusted EBITDA Margin was largely attributed to the increased efficiency of our
Delivery network, optimised pricing, strategic marketing efforts, and the
reduced impact of fee caps on our business.
Specific market highlights
In July 2022, Just Eat Takeaway.com and Amazon.com Services LLC (‘Amazon’)
entered into a commercial agreement in the US, offering Amazon Prime
members a free, one-year Grubhub+ (Grubhub’s loyalty program) membership,
further strengthening Grubhub’s competitiveness in the US market and
representing a significant opportunity for growth.
SkipTheDishes (‘Skip’) continued to expand its non-restaurant offerings and now
works with all major convenience store chains in Canada. Skip has also extended
its Delivery service into rapid grocery delivery through their Skip Express Lane
fulfilment centres with 21 locations nationally. Further strengthening our
position as the preferred Delivery partner, Skip has rolled out its delivery-as-a-
service offering ‘SkipGo’, enabling us to provide Delivery to empower local
commerce for a wide variety of retailers.
17
Just Eat Takeaway.com Annual Report 2022
Company Profile
The Northern Europe segment comprises Austria, Belgium, Denmark,
Germany, Luxembourg, Poland, Slovakia, Switzerland, and the Netherlands.
In 2022, the Northern Europe markets together made up 29% of the total
Just Eat Takeaway.com’s Orders and 26% of the total GTV, with Germany
being the largest market in terms of Orders and GTV. We discontinued our
operations in Norway in the first half of 2022.
Despite the post-pandemic headwind in the form of an Order decline of minus
3% to 288 million Orders in 2022 from 296 million Orders in 2021, we increased
our GTV by 3% to €7.4 billion due to higher ATV. Active Consumers remained
stable at 31 million in Northern Europe, while at the same time expanding our
supply base by 2% to 79 thousand Partners.
Northern Europe demonstrated strong positive Adjusted EBITDA generation in
2022, with the highest Adjusted EBITDA Margin across all segments.
The segment’s Adjusted EBITDA grew 22% to €313 million in 2022 from €256
million in 2021, resulting in overall Adjusted EBITDA Margin of 4%.
Orders
288m
GTV
€7.4bn
Active Consumers
31m
Partners
79k
Adjusted EBITDA
€313m
Northern Europe
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Just Eat Takeaway.com Annual Report 2022
Company Profile
Just Eat Takeaway.com Annual Report 2022
Company Profile
Specific market highlights
Our Lieferando.de brand is the largest and most recognised online food delivery
marketplace in Germany, with consumer top-of-mind awareness (‘TOMA’) well
over 60%, and extensive Partner coverage reaching over 99% of the German
population. In 2022, Germany made up just over half of the Orders in our
Northern Europe segment.
In the Netherlands, new partnerships were launched with large supermarket
chains. In 2022, the Netherlands made up 20% of the Orders in our Northern
Europe segment.
19
Just Eat Takeaway.com Annual Report 2022
Company Profile
United Kingdom and Ireland
Our UK and Ireland segment continued to perform strongly under the Just Eat
brand. The segment processed 260 million Orders in 2022, representing 26% of
the total Just Eat Takeaway.com Orders and 23% of the total GTV in 2022. ATV
trended favorably due to food price inflation and GTV remained stable at
€6.6 billion.
We saw a stabilisation of the acquisition of new consumers, after having added a
lot of consumers during the pandemic. This has caused our Active Consumer
base to remain relatively stable at 19 million. Our current Active Consumer base
is 33% larger compared with pre-pandemic levels.
Our supply base grew with 17% to 76 thousand Partners. In the UK, we added
several new international and national restaurant chains, including Domino’s
Pizza, PizzaExpress and Five Guys to widen selection for our consumers.
Significant progress was made in building and growing our grocery and
convenience offering, with over 2,100 locations now on the platform and further
momentum to be gained through our recently announced partnerships with the
Co-op and Sainsbury’s.
Orders
260m
GTV
€6.6bn
Active Consumers
19m
Partners
76k
Adjusted EBITDA
€23m
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Just Eat Takeaway.com Annual Report 2022
Company Profile
Just Eat Takeaway.com Annual Report 2022
Company Profile
Our TOMA was boosted by significant investments in marketing and
partnerships. This also further enhanced our brand recognition, with Just Eat
being the preferred brand in both the UK and Ireland.
In 2022, we saw a strong improvement of the Adjusted EBITDA for the segment
to €23 million in 2022 from minus €107 million in 2021. This improvement in
Adjusted EBITDA mainly materialised in the second half of 2022, driven by the
overall focus on profitability in all aspects of the business. We optimised our
consumer fees, reduced our Delivery cost per Order, and further improved our
operating expenses. The Adjusted EBITDA Margin reached 0.4% in 2022, which
is a two percentage point improvement compared with 2021.
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Just Eat Takeaway.com Annual Report 2022
Company Profile
The Southern Europe and ANZ segment comprises Australia, Bulgaria,
France, Israel, Italy, New Zealand and Spain. These markets together made
up 11% of the total Just Eat Takeaway.com Orders and 9% of the total GTV
in 2022, with Australia being the largest market in this segment. Following
two years of strong Order growth, Orders for the Southern Europe and ANZ
segment decreased by 15% to 109 million in 2022 from 128 million in 2021.
The Order decline was partly offset by an increase in ATV, leading to a
decrease in GTV of 8% to €2.6 billion in 2022 from €2.8 billion in 2021.
The segment includes diverse markets with significant potential to increase
consumer penetration and expansion of operational scale and will require
ongoing investment. We continue to focus capital and management attention
towards our highest potential markets for generating scale, leadership positions
and profit pools. As a result, we discontinued our operations in Portugal and
Romania in the first half of 2022.
Active Consumers in the Southern Europe and ANZ segment decreased to 11
million in 2022 from 13 million in 2021, mainly caused by stabilisation of new
consumer acquisition and relatively higher post-pandemic churn. Despite this
recent decrease, our current Active Consumer base is 22% larger compared
with pre-pandemic level.
Our Partner supply base remained stable at 121 thousand Partners.
We continued to focus on strengthening our network effects and increasing our
offering to consumers by adding several new big brand partnerships across the
segment.
Orders
109m
GTV
€2.6bn
Active Consumers
11m
Partners
121k
Adjusted EBITDA
Minus €161m
Southern Europe and ANZ
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Just Eat Takeaway.com Annual Report 2022
Company Profile
Just Eat Takeaway.com Annual Report 2022
Company Profile
A notable achievement in our path to profitability was realised, with an Adjusted
EBITDA improvement of just over €100 million in 2022 compared with 2021.
The segment improved its Adjusted EBITDA Margin to minus 6% in 2022 from
minus 9% in 2021 driven by our enhanced focus on profitability and a higher
ATV, optimised pricing strategy, reduced Delivery expenses and improved
operating expenses.
Specific market highlights
Our Australian brand, Menulog, which was founded in 2006, has a long track
record in online food ordering. We have been focusing on optimising efficiencies
in our Delivery business and marketing.
Our Israeli brand 10bis was founded in 2000 and has grown to become a leading
online food Delivery platform in Israel. While Just Eat Takeaway.com is
predominantly a Business to (Active) Consumers (‘B2C’) brand, the majority of
10bis Orders are Business to Business (‘B2B’) Orders, and 10bis serves thousands
of corporations, representing hundreds of thousands of employees.
The pandemic negatively impacted these corporate Orders, as offices closed,
but this adverse effect was partly mitigated by the expansion into the B2C
ordering. Now that employees have returned to the office, we have processed a
record number of Orders in 2022 in Israel.
In Spain we increased our offerings by signing partnerships with new chain
restaurants, increasing the number of non-chain Partners and expanding into
other non-food adjacencies.
Due to the challenging market dynamics in France, and our ambition for
sustainable profitable growth, we reorganised both our office staff and our
Delivery network in 2022.
23
Just Eat Takeaway.com Annual Report 2022
Company Profile
Our vision is to empower every food moment
for our consumers, Partners and couriers –
from a mid-week lunch to a Friday-night
family takeaway, a last-minute bag of
groceries from your local convenience store
and everything in between.
This means empowering our consumers to get the food they love whenever
they want it, by providing the best choice of Partners and making the
end-to-end experience as quick and easy as possible. It also means empowering
our Partners to grow and to thrive, not only by giving them access to a large
pool of consumers through our platforms, but also by giving them access to our
Delivery network and supporting them with new tech-enabled tools and
services that help them run their businesses every day.
We are a strong advocate for the power of network effects, where a large-scale
player will continue to generate increasing value for all participants in the
network. To harness these network effects, our overall strategic objective is to
build and extend large scale and sustainably profitable positions in every
market in which we operate.
Our Strategy
To achieve this, we have a clear strategy:
Expansion of supply and
extension into non-food
and other adjacencies
Enhanced experience and value
proposition for consumers,
Partners and couriers
Disciplined portfolio
management approach and
rigorous cost focus
Build broadest Partner
offering, including
partnerships with key
branded chains
Build a best-in-class
product and tech
experience
Continually assess market
positions and focus
resource towards highest
potential markets
Extend Delivery
operations and drive
increased Order density
Increase TOMA through
share of voice,
partnerships, and last-mile
visibility
Drive operational
excellence through
automation, smart
technology, and efficient
processes
Scale our convenience
grocery offering and
express store network
Offer great value-for-
money through our pricing
Optimise our cost base to
create a lean and efficient
organisation
Expand into non-food
categories and other
adjacencies
Deliver a seamless, fast
and reliable fulfilment
experience
Achieve best-in-class
customer care and
problem resolution
We believe these initiatives will drive more consumers and Orders to our
platforms, improve our profitability and cash position, and allow us to take
advantage of new and adjacent market opportunities.
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Just Eat Takeaway.com Annual Report 2022
Our Strategy
Just Eat Takeaway.com leverages powerful network effects
New Consumers
Consumers place Order
(and make payment)
New Partners
Just Eat Takeaway.com
transmits Order
Network Effects
Our powerful network
effects fuel our growth
90m
Active
Consumers
692k
Partners
2.8
Average Monthly
Order Frequency
984m
Orders
More
consumers
More
Partners
More Orders
per consumer
More Orders
Fig. 6. Network effects of online food delivery platforms
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Just Eat Takeaway.com Annual Report 2022
Our Strategy
•
Disciplined portfolio management approach and rigorous cost focus
On 22 November 2022, Just Eat Takeaway.com completed the iFood
Transaction for a total consideration of up to €1.8 billion, consisting of
€1.5 billion in cash on 22 November 2022 and a deferred consideration,
contingent on the performance of the online food delivery sector over the
next 12 months, of up to €300 million. The transaction proceeds were used
to repay our bank loan and will be further used to repay debt maturities and
strengthen the balance sheet. We also discontinued unprofitable operations
in Norway, Portugal and Romania in the first half of 2022. The Management
Board, together with its advisers, actively explored the partial or full sale of
Grubhub over the course of 2022. We transformed our operational
efficiency through greater automation, strict controls over recruitment and
FTEs, and proactive reduction of overheads through a variety of projects.
We expect to continue to progress against our strategic objectives in 2023.
We have made significant progress against these strategic objectives in 2022:
•
Expansion of supply and extension into non-food and other adjacencies
We increased the number of Partners on our platforms to 692 thousand by
31 December 2022, of which 32 thousand are non-restaurants, further
enhancing our Delivery proposition through strategic global partnerships
with major branded groups. We also expanded our network of grocery and
convenience stores in Canada, now serving 70% of the Canadian
population, launched trial express stores in Europe, and initiated successful
trials with several non-food Partners.
•
Enhanced experience and value proposition for consumers, Partners and
couriers
Over the course of 2022, we step-changed logistics efficiency and
experience through sophisticated tech solutions, improved processes,
and enhanced pricing capabilities. We also launched a new creative
campaign featuring Katy Perry and continued our successful partnership
with UEFA, driving increased global awareness of our brand. Additionally,
we entered into a commercial agreement with Amazon in the United States,
enabling US Amazon Prime members to sign up for a free one-year
Grubhub+ membership. We continued to enhance our product and develop
new features throughout the year, as well as rolling out a new consumer app
with common visual language across multiple platforms.
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Just Eat Takeaway.com Annual Report 2022
Our Strategy
Just Eat Takeaway.com is powered by
innovative products and technology. These
enable us to reliably deliver millions of Orders
in our markets, in a way that is intuitive and
compelling for our consumers, Partners,
and couriers. Crucially, our products and
technology continue to evolve and unlock
further growth and margin improvements for
our business.
Our Products and
Technology
Consumers
We help empower the everyday lives of our consumers. Through our products,
we are their daily way of ordering food and finding new favourites. Our search,
menu and checkout functionalities provide the foundation for consumer Orders.
These functionalities are constantly augmented by our research and
development where we are evolving capabilities that make it easy to navigate,
discover, get inspired, order and track the Order (such as our dynamic search
functionality, personalised recommendations, re-ordering features, intelligent
Order tracking and ‘your favourites’). Furthermore, we understand and respect
that Order data is entrusted to us. Where possible, we explore if data supports
us in deepening relationships with consumers, through enhanced offers,
upselling, cross-selling, bundles, and personalisation. Where permitted and/or
supported by applicable law, we use data-driven insights to ensure that
consumers get reliable, fast Delivery and effective customer services from us.
The year 2022 has been significant in terms of optimising the user experience
on our platforms. We rolled out a refreshed visual language on our platforms,
unified across several countries and consumer touchpoints, ensuring a
consistent look and feel across markets. In addition, we introduced a
compelling, personal design that is more accessible and easier to use.
Our unified visual language speeds up our time-to-market and drives a
reduction in product costs and effort.
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Just Eat Takeaway.com Annual Report 2022
Our Products and Technology
Furthermore, we have been empowering every food moment by progressively
transitioning towards a cashless economy in which digital payments are fast,
efficient and trustworthy for consumers. We introduced an enhanced checkout
flow, which globalises crucial payment methods and we are investing in leading
payment methods of local countries to strengthen our local leadership and
further improve the consumer experience. In addition, we have advanced our
corporate ordering ecosystem with innovative product enhancements to
JET Pay.
In 2022, we continued to make strong progress with our customer services by
implementing a global and unified support experience across our products.
This allows us to resolve issues in an efficient and effective manner, utilising
advanced technologies that provide a faster solution with fewer customer
service agents.
Partners
For Partners, we do more than just transmitting the Orders. Our advanced
technology gives our Partners access to millions of consumers and helps power
their businesses by sharing insight between us in real-time. Our platforms
and specific apps, such as ‘Partner Centre’, provide leading tools and
recommendations to help our Partners manage, innovate and get the most
from their businesses. We do more than just provide technology to our Partners
that empower their operations. We also allow them to integrate their own
technologies by connecting to our systems using the ‘JET Connect’ platform,
where they can enrich their existing solutions with machine-to-machine
communication.
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Just Eat Takeaway.com Annual Report 2022
Our Products and Technology
In 2022, we continued to assist our Partners in digitalising their operations.
We have made their lives easier by enabling greater self-service, using solutions
such as the Menu Self-Service, which provides greater autonomy to our Partners
when it comes to managing their menus and making changes, along with
bringing other efficiencies. We have also been evolving our data products to
improve the experience for our Partners by empowering them to make data-
informed decisions that maximise their businesses on our platforms. Partners
gain insights into consumer preferences that help them get the most from
Delivery, such as food preparation time accuracy. Furthermore, where possible,
we helped Partners increase their brand value via products and features that
support their marketing and promotion efforts.
Over the course of 2022, we have further scaled our technology to support our
expanding grocery offering. We worked closely with grocery Partners
throughout the year to get feedback and understand their evolving
requirements. For example, they can easily upload their product catalogue and
can effortlessly handle out-of-stock items and refunds. We have enriched our
existing capabilities and have been building a compelling grocery ordering and
Delivery experience for consumers and Partners.
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Just Eat Takeaway.com Annual Report 2022
Our Products and Technology
Delivery
Just Eat Takeaway.com offers Partners the choice to deliver the food themselves
or to use our Delivery network to deliver Orders, using the available Just Eat
Takeaway.com courier model – either our employed couriers, independent
contractors and/or third-party provided couriers. With our innovative Delivery
technology, our Partners can leave the delivery task to us and expand their
business to the next level. With the launch of the Courier App, all of our Partners,
regardless of using our Delivery network or not, can use our Partner tooling to
optimise their delivery efficiency, whilst providing real-time tracking to
consumers.
The year 2022 has been a strong year for Delivery as we have made further
progress in product innovation and data-driven efficiencies. Through innovative
use of pooling, allowing a courier to combine multiple Orders into one delivery
round, we have improved Delivery cost per Order by creating more
opportunities for pooled Orders thus driving better utilisation of couriers and
considerable efficiencies in our Delivery network. Through real-time predictive
technology and our machine-learning algorithmic settings, we are able to
improve our Order flow and provide intelligent routing for our network. We have
also improved the cost per Order by enabling dynamic incentives for couriers
and by enhancing the user and overall courier app experience.
Ensuring it is easy to sign-up and use, we are making continuous improvements
to our Delivery network and facilitating the Delivery needs of specific
neighbourhoods. By leveraging data and machine-learning we can reduce
waiting times, optimise Partner handover times and ultimately provide a faster,
‘warmer’ and more seamless Delivery.
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Just Eat Takeaway.com Annual Report 2022
Our Products and Technology
Our product and technology
organisation
Despite the economic downturn and cooling down in various tech companies,
we continue to invest in our product and technology organisations and talent
management. This ensures we have diverse, global, and excited teams who are
building pioneering solutions that are transforming and accelerating our
organisation.
Unifying technology to boost innovation
As a global player in 20 countries, innovating at scale is a goal we strive for and a
principle we live by. Simplifying and consolidating our technology platforms is
part of our continuous improvement efforts. It allows us to unlock the global
synergies of our products and impact all our consumers to empower their every
food moment. In addition, we levelled up legacy technologies, evolving and
connecting them, to ensure we have consistent and enriched global capabilities,
including further online payment options, digital self-service solutions,
automation and improved UX. With investments in our connected technology
ecosystem, we reduced complexity, which helps us innovate and deliver new
features to the market faster. In turn, this brings joy to the ordering experience
and provides Partners with the latest tools they need to operate with excellence
and scale.
Security and scalability
We have made significant efforts to make our platforms more secure and
scalable. Cyberthreats are constantly evolving and have become more
sophisticated. To keep up with the pace, we are constantly iterating our
defenses based on what we learn from external sources such as threat
intelligence, our bug bounty programs, red team assessments, as well as
internal risk assessments leveraging our three lines of defense organisational
structure. This ensures we have resilient platforms aimed at constantly
strengthening how we protect our consumers and Partners.
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Just Eat Takeaway.com Annual Report 2022
Our Products and Technology
One Brand
We offer a wide range of cuisines, value offerings, and national Delivery
coverage so that we can empower every food moment and deliver joy to our
consumers, every single day. We want to supply the technology that brings
everything together - our consumers, our Partners and of course, our Delivery
network. We want to be part of every food occasion, whether it is breakfast,
lunch, dinner or anything in between.
We combine central expertise to deliver on a global scale with local market
relevance. In 2022, we successfully launched our global brand platform,
Did Somebody Say, as part of an integrated campaign in most of our markets
and in 16 languages, using world-famous celebrity Katy Perry. This creative
campaign fully supports our JET brand promise of delivering moments of joy
every day to everyone. In the US market, Grubhub’s 2022 campaign delivered
on our brand promise by showcasing the moments of joy when Grubhub makes
life better with takeout.
Connecting consumers to Partners
We are focused on connecting as many consumers to as many Partners as
possible. Whilst our platforms are the enablers, marketing is key for making
these connections a reality.
We continue to focus on our strategy of scalable marketing to drive growth and
accelerate efficiencies. Through hiring and retaining industry-leading talent,
centralising our marketing operations, and consolidating our agency partners,
we continually strengthen our marketing function, enabling us to build a solid
foundation for ongoing future growth.
We run a single-brand identity in each country
in which we operate, as we believe this is the
most effective and efficient way to reach our
consumers and Partners.
Our Brand
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Just Eat Takeaway.com Annual Report 2022
Our Brand
successful promotions, followed by the UEFA Women’s EURO where we were
able to tap into key food ordering moments whilst securing impressive reach
with press coverage and promotions.
Additional activation with our enhanced Order & Win promotional campaign in
September 2022 also drove strong engagement with consumers able to win
tickets and other prizes, meal deals with key Partners and product giveaways
from fast-moving consumer goods partners with every Order.
Performance marketing, retention and Order
frequency
During the pandemic, our business saw an increase in both new consumers and
Order frequency. After pandemic restrictions were lifted, Order volumes
continued to remain above pre-pandemic levels, despite a 9% decrease in
Orders in 2022 compared with 2021. With consumer churn returning to
normalised levels, but higher in absolute terms, and a lower influx of new
consumers, we introduced new consumer voucher technology. In addition,
we introduced an asset creation tool, which support key business messaging
and increased flexibility in market messaging, as well as testing capabilities.
Whilst Order frequency declined slightly coming out of the pandemic, it is still
higher than pre-pandemic. In 2022, we further drove adoption of our loyalty
programmes with both our Partners and consumers, and increased the reach
and impact from our customer relationship management channels. This resulted
in successful global engagement campaigns, such as the UEFA Champions
League finals free delivery campaign, as well as personalised automated
campaigns.
Brand preference
Our overall marketing objective is ‘to be the most preferred and loved food
order brand in the world’, so we continuously track consumer opinion in every
market in which we operate. Our key marketing metric, linked to long-term
brand and commercial health, is TOMA. In 2022, we remained the most
preferred and loved food delivery brand with market-leading TOMA in most of
the countries in which we operate.
Ongoing and continued investment in our brand remained paramount in 2022.
Using creative production and media, we contributed to driving Order growth,
increased TOMA and sustained positive consumer sentiment. We also launched
our first season with UEFA, building our association as a lead sponsor with
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Just Eat Takeaway.com Annual Report 2022
Our Brand
We experienced a different pattern of new consumer growth and in response,
adjusted our investment strategy. We were able to successfully increase
efficiencies while growing the business, with the help of a privacy-safe
application of first-party data in our campaigns. We executed our plan of
in-house digital media buying, delivering savings and aligned our strategic
approach.
Our performance marketing campaigns encountered several challenges related
to performance measurement in 2022. We built custom models to steer and
report results from performance marketing channels to measure the
effectiveness of our campaigns. Furthermore, we focused even more on the
efficiency of our campaigns and continued to align our marketing technology
stack across all markets.
Partner marketing
Developing and maintaining strong relationships with our Partners while driving
brand connection is imperative to our success. As such, Partner marketing
creates an ecosystem for fuelling Partner growth and enabling cost-savings.
This cultivates impactful ways to maximise results for Partners, and drives
visibility of their own brand.
Empowering Partners’ growth is empowering our growth. We tackled the
challenges of the rapidly changing competitive landscape in which we operate
by adopting a Partner-centric approach to our work and culture. By supporting
Partners with relevant and actionable insights and propelling brand awareness
with innovative campaigns and promotional materials, we strive to develop an
ecosystem in which all parties benefit.
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Just Eat Takeaway.com Annual Report 2022
Our Brand
We have built impactful relationships with Partners and promote their long-
term success with the improvement of the end-to-end Partner journey and
expansion of Partner benefits. This includes performance insights and tools to
maximise top-line growth, and various ways to drive significant financial savings,
such as growing range of quality, sustainable merchandise and disposables,
offering distinct value at highly competitive price points.
By recognising and appreciating our Partners at every stage of the Partner
lifecycle, we build loyal partnerships - programmes such as Local Heroes and the
Best Restaurant Awards are testament to this. Each programme celebrates a
significant collaboration between our Partners and us, and has seen great
engagement success over the years. By driving constant value to our Partners,
Partner marketing contributes to securing both Order and Partner growth for
us.
In addition, the further roll-out of our JET e-commerce platforms enables
Partners to streamline their operations and attain savings on their restaurant
essentials. Strengthened by our data-driven performance reporting and insights
tooling, we have built a strong foundation to deliver on our key objective to be
the most loved and preferred partner to them.
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Just Eat Takeaway.com Annual Report 2022
Our Brand
Our Operations
We continued to deliver a great experience
for the vast majority of consumers and
Partners, most of whom never need to
contact us. However, for the small proportion
that do need to get in touch, we have a well-
resourced Customer Services team to assist.
Customer service
Our overall Customer Services vision did not change in 2022; we aimed for
simple, high-volume queries to be handled primarily through efficient, digital
self-serve tools with highly skilled customer service agents on hand for complex
issues. By focusing our resources on executing against this vision, we improved
the overall experience of both our consumers and our Partners. In 2022,
we continued to focus on the five core areas mentioned below.
Vendor relationships
In 2022, we signed a significant new deal with the Sitel Group for outsourced
customer service support. This provides us with lower costs, control and quality
for our UK and Australian operations where we still need support with several
low involvement processes.
Organisational design
In the last quarter of 2022, we brought together the majority of our global
customer service teams into one organisational structure with a single senior
leadership in order to accelerate the pace of integration and best practice
sharing across our markets.
Sourcing strategy
In early 2022, we continued to create local employment opportunities and we
completed our insourcing programme, allowing us to handle the more complex,
value-adding work in-house. Insourcing more of the work has allowed us to get
closer to the operational detail, which in turn has driven greater process
improvements and internal efficiencies, as well as boosting stakeholder
satisfaction. For example, in the UK we saw a large improvement in Customer
Services satisfaction survey scores for Partners since we moved their calls to our
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Just Eat Takeaway.com Annual Report 2022
Our Operations
new insourced agents. At the end of 2022, around 50% of our global Customer
Service workforce was in-house, in line with 2021, which is less than we
predicted a year ago. This is mainly due to reduced headcount requirements for
certain tasks during the year and the absence of security measures to achieve
the envisioned result. We are always assessing what the best country-specific
solution is for Customer Services.
Self-service and automation
With our Product and Technology team, we were able to roll out more efficient
digital customer journeys in most of our major markets ensuring better internal
alignment. We were able to reduce reliance on live channels, such as phone and
chat, in favour of more efficient channels such as webforms and online self-
service.
Policy and process alignment
Over the course of 2022, we further focused on aligning the various processes
and policies throughout the organisation. Although some progress was made in
this area there is still much more to do. The complexity of aligning all markets to
a single policy framework was higher than anticipated and required more
technology resourcing than was planned. One of the areas in which we made
significant progress in 2022 was the creation of a single Zendesk
3
instance for
Australia, the UK and Ireland. When this work is completed in early 2023, it is
expected to allow for quicker and more efficient policy and process changes in
these markets.
We will continue to focus on ensuring our consumers and Partners have a great
digital service experience by reviewing all our user flows and processes and
working more closely with our Product UX specialists to optimise end-to-end
consumer and Partner journeys.
3
Zendesk is our contact workflow tool used by our in-house customer service agents.
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Just Eat Takeaway.com Annual Report 2022
Our Operations
Delivery is key to our business
Our Delivery business fuels the positive impact of network effects of our
platforms. We achieve this by providing Delivery services to Partners who do
not have their own delivery capabilities or to Partners who want to augment
their delivery capabilities or range. This also allows consumers to enjoy a
broader selection. It enhances our ability to acquire new consumers and
encourages existing consumers to order more frequently. Order density plays a
large role in network optimisation, creating opportunities for key initiatives such
as pooling (one courier combining multiple Orders in one delivery round) to
improve financial performance.
Deploying the appropriate courier
model
We operate a global Delivery network and offer Partners the choice to deliver
food themselves or to use our couriers to deliver Orders, using the available
courier model(s) for that particular market in line with local legislation.
We invested heavily in our platforms to improve the experience, cost,
and flexibility to operate such an extensive network and models.
Our employed courier model, generally in use in mainland Europe and Israel,
provides couriers with valuable benefits, such as training, holiday pay, social
security, insurance, pension, and sick leave. Equipped with branded
merchandise, our couriers aid TOMA and help with new consumer acquisition.
Our independent contractor courier model is quickly scalable and provides
couriers with flexibility on how and when they want to work. This model is
currently operating in Australia, Canada, Ireland, New Zealand, Slovakia, United
Kingdom, and the United States. In addition to our proprietary Delivery models,
we also use third-party delivery companies or agencies in certain locations or
markets, such as the Netherlands, the United Kingdom and France.
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Just Eat Takeaway.com Annual Report 2022
Our Operations
We are building towards one of the world’s largest
profitable Delivery networks
Leveraging technological strengths from different models, nurturing cities
towards maturity in Order density, and making the Delivery process more
efficient, aims to ensure Delivery will be a strong added-value pillar for us in the
future.
We aim to improve profitability through a number of levers:
Revenue per Order:
•
Increasing ATV: through upsell and brand partnerships
•
Optimising consumer fees through dynamic pricing and marketing
optimisation
•
Improving yield though commission, Partner mix and value-added
services
Courier cost per Order:
•
Higher density leads to an optimised network
•
Better utilisation through demand and capacity management and
technological solutions. Our work on increasing pooled Orders is just
one example of significant cost benefits
•
Reduced Delivery times through technology and operational
improvements
Overheads and operating expenditure:
•
More automations with technology-enabled self-service for couriers,
consumers and Partners
•
Marketing efficiency: leveraging last-mile visibility to reduce marketing
cost per Order
•
Reduced overheads through back-end technology integration
We continue to develop a safe work environment
that is leading in the industry
In 2022, we continued the implementation of our hub fire prevention and
response program for our employed couriers, with state-of-the-art fire cabinets
and other safety measures. We provided protective equipment to all our
employed couriers and further rolled out our principle of making helmets
mandatory to wear for those on (e-)bikes, mopeds and motorcycles.
We implemented a severe weather framework, anticipating and responding to
severe weather so that protective measures can be taken, or parts of the
business can be closed. During periods of high temperatures, we supported our
employed couriers by taking additional measures, such as distributing water
bottles and additional breaks if they felt they needed hydrating or recovery.
Moreover, several new trainings were introduced contributing to employed
couriers’ safety.
While we believe our measures are effective in supporting employment and
working conditions, we currently cannot report on the results achieved by these
measures. For more information on how we treat our employed couriers,
reference is made to the ‘Our People’ chapter.
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Just Eat Takeaway.com Annual Report 2022
Our Operations
Our Stakeholders
We have many stakeholders, directly and
indirectly. Whatever we work on, we always
have our consumers, our Partners, our people
and our shareholders at heart.
Fig. 7. Orders by consumer cohort, excluding the US (m)
Our consumers
Our consumers are at the heart of our business and we strive to give them
an outstanding ordering experience every time.
We served 90 million Active Consumers in 2022 compared with 99 million
Active Consumers in 2021. This decrease is the result of us coming out of two
years of significant growth during the pandemic. Our goal is to give consumers a
seamless ordering experience, from search to payment to fulfilment to post-
order issue resolution. In doing so, we believe we will drive increased loyalty and
Order frequency, as well as acquire new consumers to our platforms.
Our consumers are fundamentally loyal to our proposition, which combines
famous brand names with their favourite local restaurants. Our Returning Active
Consumer rate was 68% in 2022, from 67% in 2021, and the significant majority
of our 984 million Orders was generated by existing consumers who placed
their first order with us prior to 2022 (Fig.7).
Our strong brand awareness and large supply base continually attracts new
consumers to our platforms. Our major partnership with UEFA, famous brand
campaigns with celebrities such as Katy Perry, and our increased last-mile
visibility from Delivery have supported new consumer acquisition.
2021
2020
2019
2018
2017
2016
2015
2014
2013
2012
Pre 2012
2018 2019
2020 2021 2022
2022
Orders by consumer cohort, excluding the US (m)
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Just Eat Takeaway.com Annual Report 2022
Our Stakeholders
Our Partners
In 2022, we aimed to attract more Partners to our platforms and to support
them in running their businesses despite the challenging economic outlook.
Since the start of 2022, we added more than 58 thousand net new Partners to
our platforms, ending the year with 692 thousand Partners across our
segments. In 2022, we have seen growth acceleration in our grocery and
convenience vertical and sizeable growth in Delivery. For many of our new and
existing Partners, our platforms and Delivery services have played a vital role in
supporting them through another challenging year.
During 2022, we completed the implementation of our improved sales structure
with focus on local execution and global sales excellence. We expanded our
dedicated account management support to our strategic Partners and
improved our ancillary revenue capabilities to support our Partners and improve
the consumer experience. We further extended the dedicated sales excellence
team to support the fast-growing sales force on executing against their goals.
The convenience grocery partner team launched multiple key partnerships,
providing continued unrivaled choice for our consumers.
We made significant progress in attracting popular branded restaurants to our
platforms and entered a long-term global partnership with McDonald’s. We are
also proud to partner with 427 thousand local independent restaurants and
convenience stores, who strive to build their businesses and realise their
potential.
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Just Eat Takeaway.com Annual Report 2022
Our Stakeholders
Our people
Over the course of 2022, we started to pivot towards profitability with
people at the heart of the transition. As part of our goal of promoting
employee engagement and wellbeing, our overall aim has been to build a
strong competitive advantage by unleashing our people’s potential and
remaining an employer of choice. We focused on building a compelling
employee experience and investing in leadership, training and development
for our talent. We have also made strides towards optimising our operating
model and improving our processes as part of the road to profitability in the
coming years.
Convenience groceries
We are rapidly scaling up our convenience grocery proposition, leveraging our
market presence and our existing Delivery network to ensure this growth is
sustainable. For us it is important to help our Partners in the right way and
deploy the appropriate model for each market, using both owned express
stores and Partner models with last-mile logistics.
In 2022, we expanded our dedicated convenience grocery team and signed
thousands of Partners, including traditional grocers, convenience stores,
bakeries and other specialists. In parallel, we entered into multiple pilot projects
with grocery chains and started post-pilot roll-outs with several chains.
We expanded our express store footprint in Canada and opened the first
express pilot store in Berlin. We also piloted new verticals, such as non-food
adjacencies in the Netherlands, to understand the potential, and we are
dedicated to continuously create incremental value for our Partners.
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Just Eat Takeaway.com Annual Report 2022
Our Stakeholders
Unleashing our people’s potential
Developing and educating people is vital to stay at the cutting edge of
innovation and maintaining our competitive advantage. Our goal is to create a
continuous learning organisation with engaged people who develop
themselves, resulting in more efficiency, agility, and winning business
performance. We invested in a wide variety of talent initiatives, such as talent
identification programmes, succession planning, a JET leadership development
curriculum, performance-based bonus plans, share-based retention plans and
learning.
Talent acquisition undeniably changed as we exited the period of the pandemic,
which was characterised by accelerated hiring trends across Just Eat
Takeaway.com. Our ongoing transition from growth to profitability has resulted
in a substantial slow-down in hiring numbers and a shift towards achieving
efficiency gains. In order to minimise the impact on our people,
we implemented a temporary hiring pause, which allowed for natural attrition in
our workforce.
In order to find the right critical talent, we invested in new tools to gain insights
in our global talent and labour market, a process started in 2021.
Investing in leadership, training and development
Leadership is key to unleashing our potential. Our new Just Eat Takeaway.com
leadership profile was developed through close collaboration with our
Management Board, senior management and the Inclusion, Diversity and
Belonging (‘ID&B’) team. See the image below for a visual representation of our
leadership profile.
By focusing on setting direction, self-awareness, taking initiative, empowering
others and building connections, our leaders at all levels are equipped to
continue building a fast-paced, inclusive, collaborative environment at Just Eat
Takeaway.com. All our interventions are linked to our ID&B ambitions and cover,
amongst others, inclusive hiring practices and dealing with unconscious bias.
Reference is made to the ‘Our Inclusion, Diversity and Belonging’ chapter for
more details.
I empower people
Inspire and motivate •
Attentive delegation •
Structured support •
I set direction
• Proactive, not reactive
• Clear decision-making
• Search for improvement
I take
initiative
• Enjoy challenges
• Show resilience
• Embrace uncertainty
I am
self-aware
Value feedback •
Promote self-reflection •
Challenge bias •
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Just Eat Takeaway.com Annual Report 2022
Our Stakeholders
Becoming an employer of choice
We aim to provide a work environment that attracts, engages and retains the
kind of great talent that matches our vision and values. To become an employer
of choice, we defined our ‘Employer Value Proposition’, a framework that
describes what makes Just Eat Takeaway.com unique as an employer and what
we offer talent. We have brought this to life by telling authentic people stories
and sharing their experiences within our employer brand strategy. Our
#WeAreJET leadership podcast, blogs, office tours and diverse people videos all
showcase Just Eat Takeaway.com’s culture and values.
This resulted in a significant increase in our followers on our social media and
digital channels and in high online engagement by employees and followers
alike. After surveying candidates who have applied to our jobs, more than half of
the respondents say they are more positive about us as an employer after they
researched us online.
Building a compelling employee experience
From leadership skills to the day-to-day employee experience, we know that
engaged employees are absorbed in — and enthusiastic about — their work.
They find a greater sense of meaning in what they do, see a stronger connection
between their strengths and their role, and put more energy into their
performance. These positive behaviours make a great difference to Just Eat
Takeaway.com.
To track our employee engagement, we send out engagement surveys twice a
year. In 2022, our engagement score declined slightly compared with our score
in 2021, but was still on par with the industry benchmark. We see this as a
logical consequence of the overall macroeconomic circumstances, the hiring
pause and measures taken as part of our journey towards profitability. Feedback
from the survey is analysed at both a local and global level, and managers create
action plans at a team level to address opportunities for further engagement.
Our people identified three key areas that are most important to them;
wellbeing, hybrid working and our culture. We took the following additional
measures, because we believe addressing these key areas is important for our
policy to promote employee engagement and wellbeing.
Wellbeing
If we help our people to take care of themselves, each other and the
organisation, then everyone benefits. We launched a global, ‘one-stop’, digital
wellbeing solution focused on empowering our people to create positive
lifestyle changes through healthy habits, benefits navigation and care guidance
with an external partner. In addition, we recruited and trained global wellbeing
champions in all our offices and extended our ‘Employee Assistance
Programme’ to cover all office-based employees. This gives our people a
confidential hotline to wellbeing specialists.
Hybrid working
In 2021 we started working on an impactful, long-term strategy for our future
way of working. 2022 is our transitional year, in which we used a test-learn-
adapt approach around hybrid working. Although we believe face-to-face
interaction and collaboration are key to building a strong organisation and
company culture, we support hybrid working. By offering hybrid working,
combined with investing in great collaborative office spaces, we aim to make
our people feel energised and cared for wherever they are working.
Upon starting at Just Eat Takeaway.com, we offer new employees a one-time
allowance so they can create a safe remote workstation. Employees are required
to acknowledge this explicitly in our global HR system in order to work remotely.
48
Just Eat Takeaway.com Annual Report 2022
Our Stakeholders
Making data-driven people decisions is a key aspect in improving our
performance. In 2022 we increased our HR data quality and data accuracy by
consolidating the HR analytics and reporting capabilities into one team,
investing in advanced analytics tooling and by increasing the data literacy of the
HR community so they can better support the organisation with data-driven
people decision-making.
Our strategic shift and the challenging market dynamics in 2022 have included
some difficult decisions about our organisation. In France, we reorganised both
our office staff and our Delivery network and, in Norway, Portugal and Romania
we discontinued our operations. Our top priority has been to support our
employees and couriers through this transition. We have done the best we can
to consider employees for other positions in the organisation or provided fair
packages to transition them to careers outside Just Eat Takeaway.com.
We believe this is a reflection of empowering our people, supporting
employment and supporting working conditions.
Our employed couriers
Throughout 2022, we continuously optimised our employed courier fleet.
This resulted in a lower number of total employed couriers compared with our
expectations as stated in our Annual Report 2021. With our employed courier
model, we offer our employed couriers employment contracts with a base
salary, social security, pension and insurances. In 2022, we continued to invest in
our courier’s employment conditions and safety standards, similar to previous
years.
Culture
Our culture is built on a set of core values: Lead, Deliver, Care. To safeguard that
these values are embedded in our organisation, the following competencies
associated with these values guide the kind of behaviour and attitude we
expect from everyone at Just Eat Takeaway.com.
Our road to profitability
Scalability is intrinsic to our business model and gives us a competitive
advantage. By simplifying our operating model, we leverage our scale to ensure
optimal resource allocation to our segments and countries. We continuously
work on our organisation’s effectiveness, standardisation of the organisational
matrix structure, automation and on driving optimal sizing of local and central
activities.
Our values
Lead Deliver Care
We lead in our markets, in
our product and our service
We lead the way in our
technology solutions
We care for each other
by listening and
showing respect
We lead by example,
create innovative
and sustainable solutions,
and act with integrity
We want to deliver more
than we promise
We care for our consumers
and Partners by
understanding their needs
We deliver the best food
ordering experience for our
consumers and Partners
We care for society and our
environment by striving to
make a positive impact
We get things done by
working hard and being
hands-on
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Just Eat Takeaway.com Annual Report 2022
Our Stakeholders
Our Shareholders
We aim to maintain and further strengthen our reputation as a transparent,
proactive and industry-leading organisation.
Engagement with shareholders
The shares of the Company are listed and traded on Euronext Amsterdam,
its CDIs are listed and traded on the London Stock Exchange and, following the
voluntary delisting from Nasdaq, its ADSs are quoted and traded on the OTC
Markets via a sponsored Level I Programme.
The Management Board engages with shareholders at regular roadshows and
conferences, and there are frequent meetings held with major shareholders,
managed by the Investor Relations department. During the pandemic,
our roadshows and meetings were mainly conducted virtually, so we were
delighted that we could meet our shareholders and other stakeholders face-to-
face again in 2022.
Investor relations policy
We are committed to complying with applicable rules and regulations on fair
disclosure to shareholders. The Company has a detailed communication
programme in place to maintain proper communications with investors,
shareholders and analysts. Communication events are available under the
section ‘Investors’ on the corporate website https://www.justeattakeaway.com
at the same time they are made available to analysts and investors.
Bilateral meetings with (potential) shareholders will not be held during the
period from the first day of a quarter until the day of the results announcement
of the preceding quarter. These periods generally cover approximately 10 weeks
immediately prior to the first publication of Just Eat Takeaway.com’s annual
Despite our ambition and efforts, parts of our courier workforce may be
dissatisfied with the requirements of employment and we may not be able to
avoid labour disputes, strikes or similar actions. Labour unions also give more
attention to the food delivery industry. This may lead to the risk of conflicts and
labour-related disputes with our employed couriers from time to time.
As described in our Code of Conduct, Just Eat Takeaway.com recognises and
respects the value of legitimate employee representation and respects the
right of our employees to join a union or establish a workers’ organisation in
accordance with the applicable laws in each market. In 2022, we saw our
couriers participating in demonstrations around working conditions. In some
markets they followed the labour unions’ call to strike.
To continuously improve and safeguard our policy to support employment and
working conditions, we launched an engagement survey amongst our employed
couriers in 12 markets at the end of 2021. In addition, we set up channels to
directly receive couriers’ feedback and suggestions for improvement and took
the time to interview couriers that left the organisation to understand how we
can improve. As a result, the survey showed most of our employed couriers to
be very satisfied with their role, to enjoy aspects like flexible working while
having job security, and to have a love for cycling. Virtually all of our couriers said
they felt close to our brand and the majority felt satisfied with our health and
safety advice.
For an overview of the average number of FTEs per department and per
segment, reference is made to the notes ‘Order fulfilment costs’ and ‘Staff
costs’ in the Consolidated financial statements.
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Just Eat Takeaway.com Annual Report 2022
Our Stakeholders
results, approximately six weeks immediately prior to the first publication of
Just Eat Takeaway.com’s semi-annual results, and approximately three weeks
immediately prior to the first publication of Just Eat Takeaway.com’s quarterly
trading updates, if applicable.
During these periods, the Company will also refrain from presenting at financial
conferences, to retail investor audiences or in one-on-one meetings with
shareholders. Exceptions may apply, for example if communication relates to
factual clarifications of previously disclosed information.
The Company does not assess, comment upon, or correct, other than factually,
any analyst report or valuation prior to publication. The Company is committed
to helping investors and analysts become better acquainted with Just Eat
Takeaway.com and its management, as well as maintaining a long-term
relationship of trust with the investment community at large.
The policy regarding bilateral contacts with shareholders provides the principles
upon which Investor Relations engages with shareholders and other market
participants to provide this information. This policy can be found on the
corporate website.
Listing venues & indices
On 8 February 2022, the Company announced that it had progressed its review
to determine optimal listing venues and decided to delist its ADSs from the
Nasdaq Global Select Market. The last trading day of our ADSs on Nasdaq was
11 March 2022. Trading of its ADSs on the OTC Markets via a sponsored Level 1
began on 14 March 2022. The Company intends to deregister its ordinary shares
under the US Securities Exchange Act in the first quarter of 2023.
On 7 October 2022, the Company completed its review and the Management
Board and Supervisory Board considered that it is in the best interests of the
Company, its shareholders and its other stakeholders as a whole, to transfer the
listing of the Company’s shares from the category of a “Premium Listing
(commercial company)” on the Official List of the Financial Conduct Authority
(“Official List”) to the category of a “Standard Listing (shares)” on the Official List
(the “Proposed Transfer of Listing”). The Proposed Transfer of Listing was
approved by the Extraordinary General Meeting (‘EGM’) on 18 November 2022
and the Transfer of Listing took effect on 19 December 2022.
The Company believed that its Euronext Amsterdam listing should remain the
main listing venue for its investors, whilst a Premium Listing creates
administrative burdens, increased complexity, and additional costs for both the
Company and its shareholders. In addition, the Company is no longer assigned
UK nationality by FTSE Russell and therefore does not benefit from inclusion in
the FTSE UK Index Series, which is typically considered one of the key benefits
of a Premium Listing compared with a Standard Listing.
The Company has been included in the AEX-Index on Euronext Amsterdam until
19 December 2022. Since then, the Company has been included in the
AMX-index.
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Just Eat Takeaway.com Annual Report 2022
Our Stakeholders
On the basis of the total number of 215,966,059 issued ordinary shares,
the market capitalisation as of 31 December 2022 was €4.3 billion.
0
400
800
1,200
1,600
10,200
Volume; x 1,000 shares
Share price Share volume
20
0
40
60
80
100
120
Share price; €
29/9
2016
Dec
2017
Dec
2016
Jun
2017
Jun
2018
Dec
2018
Jun
2019
Dec
2019
Dec
2022
Dec
2021
Jun
2021
Jun
2022
Dec
2020
Jun
2020
Data per share
Just Eat Takeaway.com N.V. share price performance
Since its listing in September 2016, the development of the share price of the
Company on Euronext Amsterdam has been as follows:
52
Just Eat Takeaway.com Annual Report 2022
Our Stakeholders
Shareholders with % or more interest
The Applicable Laws contain requirements regarding the disclosure of capital
interests and voting rights in companies listed on Euronext Amsterdam and the
London Stock Exchange and registered in the United States.
In accordance with the filing requirements, the percentages shown include both
direct and indirect capital interests and voting rights, and both real and
potential capital interest and voting rights. According to the register of the
Netherlands Authority for the Financial Markets (‘AFM’) as of 16 February 2023,
shareholders who have disclosed holdings exceeding the 3% threshold are as
follows:
Name
Date of Notification
Obligation
Capital
Interest
Voting
Interest
J. Groen June .% .%
Caledonia (Private) Investments Pty Limited February .% .%
UBS Group AG December .% .%
S.A. Klarman October .% .%
Cat Rock Capital Management LP December .% .%
BlackRock Inc. January .% .%
Tempelton Global Advisors Limited October .% .%
JP Morgan Chase & Co February .% .%
Eminence Capital, LP February .% .%
It is possible that the stated interests differ from the current interests of the
relevant shareholder.
Declaration of no objection from DNB
Takeaway.com Payments B.V. is a 100% indirect subsidiary of Just Eat
Takeaway.com N.V. and is a payment service provider under supervision by the
Dutch Central Bank (‘DNB’). As a result, it is required to comply with rules
applicable to payment service providers. One of these rules require each person
to obtain a declaration of no objection from the DNB before it can hold, acquire
or increase a holding of 10% or more of the shares and/or voting rights in the
Company, and certain changes to such an interest may also require such a
regulatory approval.
Financial calendar
Our financial calendar can be viewed on:
https://www.justeattakeaway.com/financial-calendar
Contact
Shareholders, investors and analysts are invited to contact Investor Relations
with any information requests they have:
Joris Wilton, Vice President Corporate Communications & Investor Relations
ir@justeattakeaway.com
53
Just Eat Takeaway.com Annual Report 2022
Our Stakeholders
Our Inclusion,
Diversity and
Belonging
We are com mit ted to liv ing our val ues to cre ate an inclu sive cul ture,
encour ag ing diver si ty of peo ple and think ing, in which all employ ees and stake-
hold ers feel they tru ly belong. We want to encour age one another to step into
each other’s world and to embrace new per spec tives, con tin ue to inspire inno-
va tion and to ulti mate ly gain valu able insights that dri ve busi ness results.
For ID&B to become a reality, everyone must play their part. That is why, at Just
Eat Takeaway.com, we aim to embed ID&B in everything we do - from our
product to our internal processes, to our external campaigns and sponsorships.
Our strategy is grounded in three strategic pillars.
With a global presence in 20 markets and
employees from approximately 100
nationalities, ID&B is a key part of everything
we do at Just Eat Takeaway.com. We have
dedicated ourselves to creating and driving a
global strategy and approach to ID&B to
realise our core values of Lead, Deliver and
Care for our people, Partners, consumers and
shareholders. Our efforts are unified by our
mission:
of our workforce identify as female,
53.8% as male, and 0.3% as
non-binary/other
45.9%
identity as female, 61.1% as male,
and 0.1% as non-binary/other
38.8%
of our executive and senior leadership
are female
34.7%
identity as female, 55.2% as male,
and 0.3% as non-binary/other
44.5%
of our people shared that they feel
they can express themselves openly
at work
73%
of our people are favourable towards
our global diversity commitment
79%
Deliver an inclusive
environment
Care for everyone’s
story and belonging
Lead by example to achieve
our ID&B mission
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Just Eat Takeaway.com Annual Report 2022
Our Inclusion, Diversity and Belonging
female, 61.1% as male, and 0.1% as non-binary/other. We recognise that gender
diversity decreases as we go up the leadership chain. Amongst senior
leadership, currently 34.7% identify as female.
To ensure all our employees can be their authentic selves at work, we have
included ID&B themes in our bi-annual people survey for all non-courier
employees. A total of 73.0% of our employees indicated that they feel they can
express themselves openly at work, and 79.0% are favourable towards our
global commitment to diversity. We will continue to use the survey for
monitoring the results of our policy to embed ID&B in everything we do.
Lead by example to achieve our
ID&B mission
We aim to share a clear narrative for everyone within Just Eat Takeaway.com -
a mutual understanding of why we do it, where we stand, and our ambition of
where we want to be. To achieve our mission of creating an inclusive culture
together, we aim to lead by example and hold each other accountable.
Supporting our leaders to commit to ID&B
A key area of focus in our ID&B strategy in 2022 was, and will remain, equipping
our leaders and managers with the tools and information to play a key role in
committing to and driving our mission. To achieve this, sessions were organised
with our Management Board and senior leadership across our global functions,
to support our leaders in becoming more aware of ID&B and its connection to
leading our global organisation. We also embedded ID&B in our leadership
profile and subsequent leadership learning programmes, such as our global
‘Leadership in Fluctuating Times’ programme for senior leaders. Early examples
of what the leadership sessions lead to can be seen in the Product and
Technology functions, where a “Product Inclusion Team” was set up. The team
has, for example, added accessibility features in our consumer-facing apps.
Gaining insights and monitoring progress
To gain clear insights into where we currently stand, we monitor the gender
diversity of our workforce. As per 31 December 2022, 45.9% of our employees
identify as female, 53.8% as male, and 0.3% as non-binary/other.
We strive to be a place that attracts diverse talent, with 44.5% of our new hires
in 2022 identifying as female, 55.2% identifying as male and 0.3% identifying as
non-binary/other. In terms of people-manager representation, 38.8% identify as
of our workforce identify as female,
53.8% as male, and 0.3% as
non-binary/other
45.9%
identity as female, 61.1% as male,
and 0.1% as non-binary/other
38.8%
of our executive and senior leadership
are female
34.7%
identity as female, 55.2% as male,
and 0.3% as non-binary/other
44.5%
of our people shared that they feel
they can express themselves openly
at work
73%
of our people are favourable towards
our global diversity commitment
79%
Deliver an inclusive
environment
Care for everyone’s
story and belonging
Lead by example to achieve
our ID&B mission
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Just Eat Takeaway.com Annual Report 2022
Our Inclusion, Diversity and Belonging
Deliver an inclusive environment
It is our ambition that the processes, policies and procedures at Just Eat
Takeaway.com support all of our people, all of the time – both inside and
outside our organisation. ID&B provides the capacity to innovate and better
understand our consumers’ needs and it empowers our ability to retain and
attract the best talent worldwide.
Incorporating ID&B into our HR processes and
policies
We launched several policies and guidelines to support our diverse workforce.
For example, we provide support for teams across Just Eat Takeaway.com to
collaborate in an inclusive way, such as shared guidelines for our HR teams and
managers to support our people during Ramadan and other religious fasting
periods (e.g. providing support for employees who work on shifts). To safeguard
such policies, we implemented the Speak Up Hotline (refer to ‘Our Responsible
Business and Sustainability Approach’) so that employees worldwide can report
incidents, such as exclusion or discrimination.
ID&B as core Just Eat Takeaway.com competencies
An essential part of creating an inclusive environment at Just Eat Takeaway.com
is empowering our people to be part of our mission to grow and retain diverse
talent across our organisation. To achieve this, embedding ID&B into our
organisation is part of our defined core competencies frameworks, so that
inclusive skills are part of the way we view performance at Just Eat
Takeaway.com going forward.
We have also initiated the monitoring of the fairness of our processes, starting
with compensation. This is to ensure that our employees are compensated fairly
for doing the same job, regardless of gender. This is also known as the Equal Pay
Gap, which is defined as the average pay gap between the genders for doing
the same job in the same location. The Equal Pay Gap at Just Eat Takeaway.com
is less than 2%, meaning male and female employees are paid, on average,
equally in similar positions. Some difference in average pay is always expected
due to differences in experience or performance.
We recognise that gaining insights is only the beginning of our journey and
therefore we have not been able to implement safeguards or to report on the
results of our ID&B strategy. Having these insights as our foundation will support
the creation of and commitment to long-term ambitions for diversity at Just Eat
Takeaway.com, and will help identify opportunities to drive ID&B initiatives in
the future. We initially had the aim to set diversity ambitions and targets in
2022. However, our organisation focused on gaining insights on where we are,
where we want to go, and building further internal alignment on this topic this
year. We also recognise that diversity goes beyond gender and we are looking
at how we can expand our diversity data collection.
Non-binary / Other
0.3%
Female
4 5.9%
Male
53.8%
57
Just Eat Takeaway.com Annual Report 2022
Our Inclusion, Diversity and Belonging
Representation and dialogue through our employee
resource groups
Our employee resource groups are safe spaces for our employees with similar
identities and interests to connect with each other, share their experiences and
make themselves heard. Also known as ‘Communities’, employees are open to
join our Global Women in Tech, JET and Proud (LGBTQ+), Neurodiversity, and JET
in Colour (Multicultural Diversity) Communities. We also launched our Parents &
Carers and JETsetters (for relocators) communities in the past year. We meet
with these communities regularly to hear their feedback. Moreover, we have
connected our employee resource groups with sponsors from our senior
leadership to drive leadership support and visibility, and, as an example, we now
facilitate our employees with time outside of work to run and grow our
employee resource groups globally.
ID&B sponsorships and partnerships
We have been a proud partner of numerous events and organisations
worldwide, using our distinguished brand to advocate openly for inclusion and
diversity, and encouraging others to do the same. Through sponsorships of the
UEFA Women’s EURO, the European Women in Tech summit, Black TechFest,
and the British LGBT+ Awards, we want the world to know that our platforms are
for everyone, and that we support awareness and celebration of diversity across
the globe.
Care for everyone’s story and belonging
We believe it is important that we are transparent about where we stand and
what we can improve, and that we share these views both internally and
externally. Sharing our ID&B story is an important part of what we are trying to
achieve and ensures that our internal and external stakeholders join us on our
journey.
Keeping ID&B front of mind
We launched our Global Belonging Calendar, which is a calendar of significant
events for different faiths, cultures and identities. The calendar helps us be
mindful of these events, and we actively encourage our employees to wish each
other well on these days and to avoid scheduling large meetings on these days.
From remembering when it is PRIDE, to wishing people a “Eid Mubarak” as often
as you wish them a “Merry Christmas”, it all helps our people to become more
aware and create a more inclusive culture globally.
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Just Eat Takeaway.com Annual Report 2022
Our Inclusion, Diversity and Belonging
Our Responsible
Business and
Sustainability
Approach
At Just Eat Takeaway.com, we believe that
being a good business matters just as much
as doing good business.
Our framework to deliver
We have grouped our impact areas into three key pillars; planet, food,
and people and society, and developed a clear framework of policies for
measurable action under each. Our Responsible Business and Sustainability
Framework addresses both the impact of our direct operations, as well as our
ambition to influence the wider value chain towards positive change.
59
Just Eat Takeaway.com Annual Report 2022
Our Responsible Business and Sustainability Approach
Three pillars for positive action
People and
society
Planet
Food
Reducing our carbon footprint
Reducing impact of operational
waste and travel
Reducing the impact of packaging
and market place delivery
Responding to changing diets
Enabling choice and transparency
Fighting food waste and food poverty
Empowering our people
Supporting employment and working conditions
Embedding Inclusion, diversity and belonging
Promoting employee engagement and wellness
Supporting local communities
Our influence
Our control
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Just Eat Takeaway.com Annual Report 2022
Our Responsible Business and Sustainability Approach
The various initiatives we have undertaken under this framework in 2022 are
described in the section ‘Driving meaningful change through the value chain’.
Below is a non-exhaustive overview of key areas of progress in 2022:
•
We achieved a first-time Carbon Disclosure Project (‘CDP’) score of C,
which indicates awareness-level engagement.
•
We received an AA rating from MSCI, one of the most respected
environmental, social and governance (‘ESG’) indices in the industry (an
improvement from our previous score of A).
•
We covered almost 51,000 m
2
of floor area by renewable electricity
contracts, which is 23% of our office and hub spaces, supporting our
scope 1 and 2 net zero target.
•
Through our employed Delivery model, which uses a more sustainable
vehicle mode mix, we avoided 49 thousand tonnes of CO2 emissions,
exceeding our projected goal of 43 thousand tonnes for 2022.
Reference is made to the section on ‘scope 3: Reducing Delivery
emissions’.
•
We leveraged our scale to influence the wider value chain via initiatives
linked to our strategy framework, including launching the restaurant
sustainability guide, expansion of our branded packaging range and
continued support of our communities.
We recognise the growing concern around climate change and the expectation
of our stakeholders to assess and disclose climate-related risks and
opportunities. We are in the process of conducting a qualitative and quantitative
risk assessment over a long-term horizon as well as a qualitative and
quantitative scenario analysis to understand the impact of climate-related risks
and opportunities on the business, strategy and financial planning. The potential
financial impact on our Consolidated financial statements will also be assessed
in more detail as part of the scenario analysis. Lastly, we are developing a more
detailed transition plan for our road to net zero by 2030 with intermediary
targets. As part of this process, we continue to review, revise and (further)
develop our environmental policies, safeguards and KPIs.
We will update our stakeholders on our progress in the next Annual Report.
Measuring the carbon footprint of our
marketplace
Last year, we calculated our carbon footprint for the first time. As accuracy and
transparency of our impact are vital to setting the right direction, we have
reassessed our carbon footprint calculation and verified the calculations using
an external partner
4
. We made our carbon footprint calculations more robust by
including updated emission factors and following best practice guidelines of the
Greenhouse Gas (‘GHG’) Protocol, increasing the scope to capture emissions
associated with marketing spend and upstream emissions
5
.
Our revised carbon footprint in 2020 came to 6 thousand tonnes scope 1 and 2
carbon equivalent (‘CO2e’)
6
and 540 thousand tonnes scope 3 CO2e, compared
with 11 thousand tonnes scope 1 and 2 CO2e and 788 thousand tonnes scope 3
CO2e in 2021. To ensure that our carbon footprint is accurate and in line with the
Greenhouse Gas Protocol, an external partner
7
conducted a verification
following the requirements of ISO 14064-3: 2019, covering scope 1-3 emissions
for all categories that were material for us. The full breakdown of our carbon
emissions can be found in our CDP report on the corporate website.
As per 31 December 2022, the latest data available for scope 1, 2 and 3 GHG
emissions relates to the year ended 31 December 2021. We aim to align our data
collation, reporting and verification processes with our Annual Report timetable.
4
3Keel
5
The total 2020 baseline as reported in the Annual Report 2021 amounts to 5,915 CO2e for scope 1-2 and 366,232
CO2e for scope 3. This excludes emissions resulting from iFood.
6
Carbon equivalent (CO2e) is used as a standard unit to measure greenhouse gases in line with the Greenhouse Gas
Protocol.
7
SGS UK Ltd
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Just Eat Takeaway.com Annual Report 2022
Our Responsible Business and Sustainability Approach
Our carbon footprint
Our direct emissions (GHG scopes 1 and 2), as shown in the chart below,
were 6,622 and 4,264 tonnes of CO2e respectively, comprising emissions from
all of our facilities, travel from our corporate car fleet as well as fuel and
electricity used for Delivery via our employed courier model.
Our indirect emissions (GHG scope 3), comprising goods, services, business
travel and Delivery, were 788,132 tonnes of CO2e. Looking at all of our emissions,
including our supply chain, our scope 1-3 footprint was 799,018 tonnes of CO2e.
Scope
1
2020
footprint
2
2021
footprint
Increase /
(decrease)
Scope 1 , ,
Scope 2 , ,
Subtotal tonnes of CO2e scope 1-2 , , %
Scope 3
3
, ,
Total tonnes of CO2e scope 1-3 , , %
Total tonnes of CO2e
per 100 thousand Orders . . %
Total tonnes of CO2e
per sqm floor area . . ()%
1
Scopes 1-3 as defined by the Greenhouse Gas Protocol
2
Represents our adjusted baseline, which includes emissions from iFood and the updated calculation methods
mentioned above
3
In relation to our scope 3 emissions, categories 1-7, 11 and 15 were included because they are considered material to
the business
Against this revised 2020 baseline, our 2021 carbon footprint came to 799
thousand tonnes of CO2e, representing a 46% increase year-on-year.
This increase was largely driven by an increase in total Orders and,
more specifically, an increase in Delivery Orders in 2021, which was partially
caused by tailwinds in consumer demand due to lockdowns in some countries.
For the purposes of baselining and ongoing comparison, we expressed
emissions using a carbon intensity metric of Orders and floor area. The increase
in our carbon footprint was forecasted in line with expected Order growth of
2021. Since Delivery emissions make up the largest proportion of our carbon
footprint, it is positive to see that Delivery emissions in 2021 grew slower than
Delivery Orders. This was only possible because the Orders delivered with our
employed courier model, which uses a more sustainable vehicle mode mix,
more than doubled in 2021.
Travel
15.5%
Delivery
3.2%
Facilities
81.3%
Fig. 8. Scope 1-2 emissions
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estimated that 63% of our office waste was recycled or composed. Separately,
we are continuing to explore opportunities for transitioning 100% of our
corporate and sales car fleet to electric vehicles by 2030.
We are developing a more detailed transition plan for our road to net zero by
2030 with intermediary targets, which will allow us to report on progress made.
In our 2022 Annual Report we are therefore not yet able to report on progress
made.
Scope 3: reducing Delivery emissions
Reducing scope 3 emissions is a major focus as there is the opportunity to use
our scale and share our learnings beyond our own Delivery network. Therefore,
we are exploring how we can set an achievable pledge to reduce our scope 3
emissions. Setting a target for our scope 3 emissions is, however, far more
complex than scopes 1 and 2 as we have limited control over our suppliers.
Most of our Delivery emissions come from markets where we use independent
contractors for Delivery. Due to weather conditions and longer distances
travelled, independent contractors use predominantly petrol-powered cars.
These cars are owned by the contractors and are often used for a variety of
other purposes in addition to food Delivery, making it more difficult to influence
the transition to lower emissions alternatives.
Where we use our employed courier model, it gives us greater control over our
impact on the environment, as we use a sustainable vehicle mode mix,
consisting of bicycles, e-bicycles and some e-scooters. Compared with a typical
petrol-powered delivery model, our own Delivery model has an emission
intensity up to nine times lower, depending on the market. In 2021, as a result of
this lower emission intensity, we achieved 49 thousand tonnes of CO2e avoided
emissions via our employed courier model. As such, we exceeded our goal of 43
thousand tonnes of CO2e avoided emissions, as 76% of Orders delivered by our
employed courier model were delivered by bicycle or e-bicycle.
Driving meaningful change through
the value chain
To drive meaningful change throughout the value chain, we are more actively
engaging our Partners, consumers and suppliers on our journey. Some examples
include:
•
To support our Partners, we have rolled out a sustainability guide, first in
the UK, to help them transition to a lower carbon future. It contains
recommendations ranging from incorporating plant-based dishes on
menus, to sustainable sourcing and optimising energy consumption.
•
To engage our consumers, we have launched consumer-facing websites in
11 markets, which contain up-to-date information on our framework and
various initiatives across our three pillars. The landing pages give us the
opportunity to inform but also inspire our consumers across topics such as
packaging, food waste and dietary choices.
A further description of the status of our framework is described below.
Planet
We are committed to reducing the carbon footprint of our direct operations,
as well as collaborating to reduce the impact of operational waste and travel,
including reducing Delivery emissions, single-use packaging and waste across
our broader marketplace.
Scope 1 and 2: our road to net zero
To further reduce our scope 1 and 2 emissions, we have focused on upgrading
our facilities across the world. We continue to focus on sourcing green energy
and optimising heating and cooling systems. We rolled out a set of sustainability
guidelines for our facilities to ensure that they are aligned to our 2030 net zero
target. In 2021, we had almost 51,000 m
2
of floor area covered by renewable
electricity contracts, which is 23% of our office and hub spaces, and we
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Food
With food production and consumption representing 80% of the wider value
chain, we know that we have a vital role to play in reducing food waste, tackling
food poverty, responding to changing diets and enabling choices and
transparency.
Responding to changing diets and enabling choice and transparency
Consumers are now looking for healthier and more sustainable options.
For example, 40% of global consumers deliberately consume meat less
frequently. To respond to these changing preferences, we are committed to
enhancing the visibility of sustainable alternatives on our platforms and enable
Partners and consumers to make more informed choices. In January 2022,
we ran our second Veganuary campaign across 15 countries, where we
promoted Partners that offer plant-based alternatives. Through our email
campaign and influencer activity, we reached 22 million consumers globally.
Reducing Food Waste
Following the success of the Food Waste Race in the UK, we extended the study
to three other markets. Based on the results of the study, consumers are looking
for tips and tricks on how to safely store and reheat leftovers and for inspiration
on how to reuse leftovers the next day. To build on these insights, we launched a
global food waste banner in our app, leading to a landing page with tips and
inspiration. This banner was sent to 35 million consumers across 11 markets.
In Canada, we launched a Do-Good Deal trial program to repurpose and
redistribute excess food and help our Partners reduce costs associated with
excess inventory. Partners were able to offer an end-of-night Do-Good Deal to
consumers as an add-on to the existing Order. The trial started in December and
will run over a period of 12 weeks with around 50 Partners.
Besides the vehicle mix, we are also exploring other ways to reduce impact,
such as Order pooling and improving route efficiencies.
Developing sustainable packaging solutions
When it comes to our branded packaging, we apply the highest sustainability
standards. We are proud to report that our branded packaging is free from
plastic or bioplastic
8
and screened against a list of 64 harmful chemicals.
Only packaging that meet these requirements are included in our range.
The branded packaging range is available for Partners to purchase on our
Partner web shops in 16 of our markets.
After a successful trial in the UK last year, we rolled out the seaweed-coated
packaging ‘Notpla’ across our Partner shops in six of our markets,
and introduced Notpla packaging in our partnership with UEFA to reach football
fans during the UEFA Women’s EURO 2022 final. In 2022, we sold more than 670
thousand packaging containers. Notpla won the prestigious 2022 Earthshot
Prize in the ‘Building a Waste Free World’ category, receiving a grant of £1
million. The Earthshot Prize is designed to find and grow the solutions that will
repair our planet this decade. Our collaboration with Notpla to test, learn and
scale their packaging innovation was a key part of the submission for the award.
We have also extended our reusable trials in Switzerland and Austria, and from
these trials have been able to gather several valuable insights. These include the
role that legislation will play in encouraging the adoption of more reusable
packaging options. One example of this is in Germany where, considering
upcoming legislation in 2023, we have expanded our partnerships with three
reusable providers. There are now more than 900 Partners on our platforms
that offer reusable packaging.
8
in line with EU Single Use Plastics definition
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Ethics and business conduct
To ensure that we meet our commitment, we have our Code of Conduct,
Speak-Up Policy and Anti Bribery and Corruption Policy in place. For more
information on promoting employee engagement and wellbeing, reference is
made to the chapter ‘Our People’. For more information on ID&B, reference is
made to the chapter ‘Our Inclusion, Diversity and Belonging’.
Code of Conduct
Our Code of Conduct sets out our commitment to being an ethical and
responsible business, and the key principles that individuals acting for us or on
behalf of us need to observe. Any breach could have consequences, which is
clearly stated in our Code of Conduct. Our Code of Conduct covers social and
employee areas such as socially unacceptable behaviour, safe working
conditions, ethical working practices, respect for human rights, bribery, fraud,
modern slavery and sustainability. Additionally, our Code of Conduct also
emphasises our position on bribery and corruption and that, unless gifts or
favours to employees are legitimate and contribute to our business (within
approved guidelines), all other direct or indirect offers, solicitation or
acceptance of payments in order to obtain a commercial advantage are
prohibited. To ensure all of our employees know how our Code of Conduct
applies, training was rolled out last year to all employees (with an 80.9%
completion rate) and was included in every new joiner’s onboarding pack.
Our Code of Conduct is publicly accessible through our corporate website.
Our Speak-Up Policy
We support and encourage people to speak up and report any concerns about
misconduct, conduct that may be illegal or inappropriate, or that which is in any
way in breach of our Code of Conduct. All reports of business conduct concerns
are treated confidentially, and any kind of retaliation against people who speak
up, raise a concern, or co-operate with an investigation is not acceptable.
All forms of retaliation are considered misconduct and grounds for disciplinary
Tackling Food Poverty
We have been running several initiatives across our markets to act against food
poverty. Some of the key initiatives are listed below:
•
In Canada, our annual Winter Charity campaign saw us donate $1 to Food
Banks Canada for every Order placed on Giving Tuesday, in addition to a
matching donation. Through our Food for Thought campaign, we also
partner with Mealshare, an award-winning social enterprise working to end
youth hunger in our lifetime. In 2022, this resulted in over $446 thousand in
donations, more than 1 million meals donated to local food banks and over
46 thousand meals provided to youth in need.
•
In the US, the Grubhub Community Fund, with the support of consumers
through the Donate the Change program, has provided more than 525
thousand meals and 2.5 million pounds of food to individuals and families
experiencing food insecurity.
•
In the UK, the Just Eat Winter Meal Appeal raised enough funds to provide
at least 700 thousand hot meals to those facing the threat of homelessness
and hunger. We committed to a donation of £250 thousand and
encouraged consumers and employees to either donate, fundraise,
or volunteer. All funds were donated to charities Social Bite and FoodCycle.
People and society
For us, acting ethically is critical to building trust with society, and supporting an
organisational culture that fosters ethical behaviour is a critical element of our
governance and strategy. In every market in which we operate, we follow high
ethical behaviour standards. This year, we solidified our commitment to
empowering and supporting our people and their working conditions, as well as
the local communities in which we operate.
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We ran multiple initiatives to support our local communities in 2022. Below are
some examples from our markets that are part of the more than €20 million
donated during the year:
•
In the US, the Grubhub Community Fund with the support of consumers
through the Donate the Change program, awarded $21.4 million in grants to
nonprofits. From this fund, $9 million was donated to independent Partners
and $200 thousand to couriers working to create meaningful change in
their communities. Reference is also made to the section ‘Tackling food
poverty’.
•
In Ireland, we launched a Winter Charity Campaign, at the end of November
in aid of our long-standing charity partner Peter McVerry Trust.
The campaign has been set up to fight homelessness across Ireland.
We committed to a €50 thousand donation and encouraged our consumers
nationwide to donate €1, €3 or €5 at checkout on our platform. While the
campaign continues in January, we already raised over €90 thousand
consumer donations in November and December enabling us to donate
more than €140 thousand to our charity partner.
•
In the Netherlands we supported a multi-day fundraising initiative hosted
by Radio 538, a Dutch radio network. This year, ‘Mission 538’ supported the
Princess Maxima Center for children’s oncology. On Wednesday
21 December, we donated €1 for every Order made. In total we raised €150
thousand for this cause.
We currently do not have a safeguard in place on supporting local communities
in a structured way on a global level. However, we are exploring the manner in
which we can set this up to ensure our commitment to responding to ongoing
and ad hoc crises. We will update our stakeholders on our progress in the next
Annual Report.
action. Our Speak-Up Policy is publicly accessible through our corporate
website.
Anti Bribery and Corruption Policy
We continue our commitment to fighting against bribery and corruption. This is
embodied in our Code of Conduct and our Anti Bribery and Corruption Policy
(‘ABC Policy’) and related procedures. As part of this commitment, we prohibit
authorising, offering, giving or promising anything of value directly or indirectly
to anyone to influence them in their role, or to encourage them to perform their
work disloyally or otherwise improperly. We also prohibit payments or
facilitation payments to government officials, and require our employees to
preclear any gifts or hospitality given or received in excess of predefined
thresholds. Disciplinary action may follow from a breach of these requirements.
All activities that potentially involve higher exposure to corruption risk have
been identified through risk assessments led by the Ethics and Compliance
department. We performed face-to-face (virtual) anti bribery and corruption
and gifts and hospitality training to key roles.
Although we are occasionally confronted with less desirable behaviour, such as
fraud, we consider the above-mentioned safeguards to be effective. We aim to
address such behaviour effectively, appropriately and securely, for instance by
ensuring new or revised policies, procedures or safeguards are put into place to
mitigate such occurrences in the future.
Supporting local communities
We take any situation that affects our people, Partners and/or communities very
seriously. In response to the Russian invasion of Ukraine, we launched a JET-wide
initiative to support those in need of humanitarian aid in Ukraine and
neighbouring countries. Together with our consumers and employees,
we donated €2 million globally to charities including The United Nations High
Commissioner for Refugees, the United Nations Refugee Agency, and World
Central Kitchen, to provide critical aid to those affected.
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contribute to one or more of six environmental objectives. As of 31 December
2022, only two of the six environmental objectives, being climate change
mitigation and climate change adaption, are adopted and have been assessed
for this Annual Report.
The Company needs to identify if its activities are eligible under the EU
Taxonomy. As of 1 January 2022, we are also required to determine which
eligible activities, in relation to the two objectives, climate change mitigation
and climate change adaption, are Taxonomy-aligned. The EU Taxonomy also sets
out three conditions that an eligible economic activity must meet to be
recognised as Taxonomy-aligned:
•
making a substantial contribution to at least one environmental objective;
•
doing no significant harm to any other environmental objective;
•
complying with minimum safeguards.
Our main activity is NACE I56.10 – Restaurants and mobile food service
activities. As this activity is currently not described in the EU Taxonomy,
turnover, capital expenditure and operating expenditure related to this activity
can be classified as EU Taxonomy-non-eligible. The next paragraphs shortly
describe our eligibility assessment.
Turnover eligibility and alignment assessment
The turnover Key Performance Indicator (‘KPI’) is calculated by the proportion of
the revenue derived from products or services that are EU Taxonomy-eligible.
Just Eat Takeaway.com’s total revenue is classified as either Order-driven or
ancillary revenue, as described in Note 4 of the Consolidated financial
statements. Order-driven revenue is earned from Partners and consumers,
and primarily includes commission fees and consumer Delivery fees which are
charged on a per-Order basis. Ancillary revenue consists of any other revenue,
including sale of merchandise, Promoted Placement fees which are not earned
on a per-Order basis, and subscription fees.
Responsible tax strategy
We manage our tax position in line with our business operations, and our
position reflects our corporate strategy, taking into account relevant
international guidelines, such as the OECD Guidelines for Multinational
Enterprises. Being a responsible tax payer also means that our tax planning
takes long-term considerations into account and weighs up all stakeholders’
interests. We are aware that our business, including our approach to tax, has an
impact on society. Therefore, we have a set of principles we apply to our
business in dealing with our tax affairs. Our tax strategy and principles are
publicly accessible through our corporate website.
Reporting and benchmarking
We reported our environmental impacts via CDP - a not-for-profit charity that
runs the global disclosure system. We achieved a first-time score of C, which
indicates having knowledge of the Company’s impact on climate issues. CDP’s
processes ensure that our calculations are independently checked and disclosed
in a way that is useful for our business, and for investors and other stakeholders
to track our progress.
This year, Just Eat Takeaway.com received an AA rating from MSCI,
an assessment designed to measure a company’s resilience to long-term ESG
risks.
EU Taxonomy
In accordance with Applicable Laws, the Company is subject to the obligation to
disclose the proportion of its turnover, its capital expenditures, and operating
expenditure that is eligible under the EU Taxonomy. The EU Taxonomy stipulates
which activities can be labelled as ‘green’ or ‘sustainable’, that substantially
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value leases in the assessment, in line with prior year, as low value leases are not
explicitly part of the definition of operating expenditure in the EU Taxonomy.
Since none of our activities are considered eligible, no alignment assessment
has been carried out and EU Taxonomy-aligned capital and operating
expenditure is reported as nil. We elected to not use the tabular format
included in Annex II of the regulation as our eligible and aligned activities are nil.
Should eligible turnover, operating expenditure or capital expenditure become
material, we will disclose this in the specified table.
Task Force on Climate-Related Financial Disclosures
We recognise the growing concern around climate change and the expectation
of our stakeholders to assess and disclose climate-related risks and
opportunities. This section explains our approach to climate change, along the
structure of the Task Force on Climate-Related Financial Disclosures (‘TCFD’)
recommendations.
By including climate-related financial disclosures partially consistent with the
TCFD recommendations, we comply with the requirements of Listing Rule 14 of
the Financial Conduct Authority, except for the following matters:
•
Disclosure “strategy a”: we are in the process of conducting a qualitative
and quantitative risk assessment over a long-term horizon.
•
Disclosure “strategy b and c”: we will be conducting a qualitative scenario
analysis in relation to our long-term risk assessment, followed by a
quantitative scenario analysis, in the next 12 months in order to understand
the impact of climate-related risks and opportunities on the business,
strategy and financial planning. The potential financial impact on our
Consolidated financial statements will also be assessed in more detail as
part of the scenario analysis.
•
Disclosure “metrics and targets a”: we will consider which other cross-
industry climate related metrics are relevant.
We have assessed the eligibility of these revenue streams and concluded that
none of the revenue streams are eligible under the EU Taxonomy environmental
objectives, climate change mitigation and climate change adaption. Although
part of the revenues arising from Delivery services are generated using bicycles,
e-bicycles and e-scooters, there is not an explicit reference in the EU Taxonomy
to Delivery services, nor does it meet the specific description of other activities
listed therein. Hence, it is considered that consumer Delivery fees are not
eligible under the EU Taxonomy and the proportion for EU Taxonomy-eligible
turnover amounts to nil. Since none of our activities are considered eligible,
no alignment assessment has been carried out and EU Taxonomy-aligned
turnover amounts to nil.
Capital and operating expenditure eligibility and alignment assessment
To assess the proportion of EU Taxonomy-eligible capital and operating
expenditure, we have identified the line items in the Consolidated financial
statements that correspond to the definition of capital and operating
expenditure under the EU Taxonomy. The line items have been assessed against
the EU Taxonomy-eligible economic activities under the environmental
objectives, climate change mitigation and climate change adaption.
Total capital expenditure, the denominator as defined in the EU Taxonomy,
amounts to €201 million for 2022. Based on our capital expenditure assessment,
the EU Taxonomy-eligible activities are less than 1% of total capital expenditure
and are not related to our main assets, mainly intangible assets. They are
regarded as not material for 2022 and the percentage for EU Taxonomy-eligible
capital expenditure is reported as nil.
Total operating expenditure, the denominator as defined in the EU Taxonomy,
amounts to €57 million for 2022. Since this represents less than 1% of our total
expenses, we do not consider total operating expenditure (the denominator)
material for our business model. We did not include expenditure related to low
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•
Disclosure “metrics and targets b”: as per 31 December 2022, the latest
data available for scope 1, 2 and 3 GHG emissions relates to the year ended
31 December 2021. We aim to align our data collation, reporting and
verification processes with our Annual Report timetable.
•
Disclosure “metrics and targets c”: we are developing a more detailed
transition plan for our road to net zero by 2030 with intermediary targets.
We aim to update our stakeholders in relation to the above mentioned
recommended disclosures in the next Annual Report. Full consistency with the
11 recommended disclosures is expected in the 2024 Annual Report.
Governance
The Management Board plays a central role in governing the Company’s
approach to climate-related issues. The Management Board guides, reviews and
prioritises risks and opportunities, including those related to climate change.
Furthermore, they have the responsibility to review and approve climate-related
targets and initiatives, including measuring our carbon footprint and setting
emission reduction targets, and review progress on plans as required. As part of
the annual risk assessment process, climate-related risks and opportunities
were discussed with members of senior management and the Management
Board. For more information on our overall governance, reference is made to
‘Our Governance Report’.
Our Chief Marketing Officer is the sponsor for sustainability and receives
monthly updates on the Responsible Business and Sustainability Framework
from the Senior Director of Global Partnerships, Sponsorships and Sustainability.
Our Chief Marketing Officer reports directly into our Management Board.
The Senior Director of Global Partnerships, Sponsorships and Sustainability
leads the global Responsible Business and Sustainability team, which has the
day-to-day responsibility to monitor climate-related issues and ensure progress
is being made on the priority areas, as outlined in the Responsible Business and
Sustainability Framework.
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Strategy
We have conducted our annual internal climate-specific qualitative risk
assessment with involvement from the Responsible Business and Sustainability
team, and subsequent review from the Management Board. We considered
various types of risks and opportunities related to climate change, including
regulatory, technological, legal, market, reputation and physical risks, taking a
short (< one year) and medium (one to five years) time horizon into account.
The key risks and opportunities identified in this assessment include:
Risk or opportunity Description Type Time horizon
Carbon Tax The introduction of carbon tax legislation could financially impact our business. Transitional risk Medium-term
No Car Zones
The introduction of "no car zone" regulations that would limit the delivery by certain vehicle types could negatively impact
our couriers. Transitional risk Medium-term
Circular Economy
The introduction of circular economy and plastic regulation could financially impact our Partners and hence our overall
business. Transitional risk Medium-term
Changing customer
behaviour
Changing customer behaviour such as trends towards veganism and/or the preference against ordering takeaway food for
sustainability reasons (waste, emissions). Transitional risk Medium-term
Extreme weather
events
Increased frequency and severity of extreme weather events (e.g. wildfires, cyclones, hurricanes, floods) may have a
negative impact on (i) our couriers’ ability to deliver Orders safely and (ii) disruption to food supply chains (crops and
delivery channels). Physical risk Medium-term
Supply Chain
Affiliation with any third-party, entity or individual (i.e. business partners, agents, vendors) that does not comply with ESG
regulations or standards defined by us exposes our organisation to reputational, continuity and legal risk. Transitional risk Medium-term
Sustainable delivery
Use of new (lower emission) technologies such as e-bicycles and e-scooters for our logistics operations will reduce our
carbon footprint, have a positive impact on our reputation and positively navigate potential "no car zone" legislation and
low emission zones. Opportunity Medium-term
Circular Packaging
We have an opportunity to promote circular packaging solutions to our Partners to support them in managing emerging
circular economy legislation obligations. Opportunity Medium-term
Sustainable facilities
Use of more efficient energy in buildings and relocation to more efficient buildings will reduce our carbon footprint and
have a positive impact on our reputation, as well as a reduction in energy costs / (future) financial obligations of a
carbon tax. Opportunity Medium-term
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Risk Management
Our process for identifying and assessing climate-related risks and
opportunities follows our organisation-wide Enterprise Risk Management
(‘ERM’) process, with an internal climate-specific qualitative risk assessment
covering our direct operations (scope 1 and 2), as well as upstream and
downstream activities (scope 3). Please find more detailed information on how
we manage risks in the ‘Risk Management’ section.
The internal climate-specific qualitative risk assessment was carried out in line
with our global ERM methodology (including discussions with the Management
Board about climate risk). We concluded that these risks and opportunities did
not present high to critical strategic risks to the Company in the short or
medium term. In line with this conclusion, we determined that climate-related
risks and uncertainties do not have a material impact on our significant
judgments and estimates and the amounts recognised in the Consolidated
financial statements. Reference is made to Note 2 of the Consolidated financial
statements.
As we undergo the climate scenario analysis and better understand the impacts
on our business, we will review climate risk as a topic and consider how to
further integrate it into our global ERM process.
We will continue to review the impact of climate-related risks on a regular basis.
Should the priorities shift towards high to critical strategic risks to the Company
in the future, this will be reported to the Management Board for further
discussion and approval. We will continue updating the assessment on an annual
basis, or more regularly if we identify new risks and opportunities that need to
be prioritised in the future. Please find more detailed information on these risks
and opportunities within the previous section ‘Our framework to deliver’.
We are currently in the process of conducting a qualitative risk assessment over
a long-term time horizon, a climate-related scenario analysis and a quantitative
risk analysis to guide us in our strategic decision-making. We will update our
stakeholders on the analysis in the next Annual Report.
Understanding the importance of taking greater action to tackle climate
change, we have adopted a target for our direct operations to be net zero in
scope 1 and 2 emissions by 2030 and we are in the process of developing a
detailed transition plan to meet this target.
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Metrics and Targets
Our target of net zero by 2030, set in October 2021, covers our scope 1 and 2
emissions which are the metrics we use to assess our climate-related risks and
opportunities, as identified in the strategy section above. The variable
remuneration of the Management Board under the LTIP 2021-2024 and LTIP
2022-2025 partially depends on the achievement of this strategic target.
The business growth we saw in 2021 (33% Order growth) meant that our scope 1
and 2 emissions continued to grow. We leased 89% more office and hub floor
spaces compared with 2020 and at the same time, made progress towards our
net zero target. We also rolled out a set of sustainability guidelines for our
facilities to ensure that all facilities align themselves to the net zero target.
Furthermore, we focused our efforts on switching electricity contracts for our
facilities to renewable, either directly or by collaborating with the landlords.
A total of 23% of the floor areas of our facilities were powered by 100%
renewable electricity in 2021 (including hubs and offices). We had 50 additional
hubs connected in 2021 but the electricity emissions from hub electricity use
decreased by 10%. In our transition plan we intend to describe in more detail
how we plan to progress further to meet our net zero target.
For the purposes of baselining and ongoing comparison, we expressed
emissions using a carbon intensity metric. The comparison intensity metrics
used are Orders and floor area. We have chosen to report against these two
metrics to reflect the changing nature of the business and to allow comparison
with others. Our baseline intensity factor is 66.88 tCO2/100 thousand Orders
and 4.63 tCO2/sqm in 2020. In 2021 the emission intensity factor for Orders was
73.57 tCO2/100 thousand Orders, a 10% increase compared with 2020.
The emission intensity factor for floor area was 3.60 tCO2/sqm in 2021, a 22%
decrease compared with 2020.
We will continue to work on identifying opportunities to reduce our scope 3
emissions and how we could set a credible and achievable target.
Please find more information on our scope 1, 2 and 3 emissions and our net zero
target respectively in the paragraphs ‘Measuring the carbon footprint of our
marketplace’ and ‘Planet’.
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After a period of significant investment following the merger and the pandemic,
our business is now twice as large as it was pre-pandemic in terms of GTV.
We processed 984 million Orders in 2022, a decrease of 102 million compared
with 2021. In 2022, we generated €28.2 billion in GTV, which is in line with 2021
with the pandemic continuing to affect the year-on-year comparison.
Our revenue increased to €5.6 billion in 2022, representing a growth rate of 4%
compared with 2021, driven by a higher ATV and optimised pricing. Additionally,
we increased our adjusted revenue less Order fulfillment costs by 24% to €2.4
billion in 2022, through the improved Delivery efficiency and the revenue
growth, as mentioned earlier.
As a result of the accelerated road to profitability, we delivered Adjusted EBITDA
of €19 million in 2022 compared with minus €350 million in 2021.
We continued expanding our Partner supply base and strengthened our
on-demand grocery delivery proposition, with many partnerships announced in
2022 and a footprint that now stretches to over 32 thousand grocery locations
across our markets.
Below we explain how the developments in our KPIs contributed to our results
in 2022. Due to rounding, amounts in the tables may not add up precisely to the
totals provided. Percentages used are based on unrounded figures.
Our Performance
in 2022
In 2022, we continued to focus on executing
our strategy to build and operate a highly
profitable food delivery business. Driven by a
wide range of initiatives, our road to
profitability accelerated significantly, resulting
in us delivering positive Adjusted EBITDA in
2022.
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Our Performance in 2022
Partners
Partners are the total number of restaurants, grocery stores, and other offerings
listed on our platforms as of a particular date. We believe the total number of
Partners is a useful measure for our stakeholders, as growth in Partners
enhances and diversifies the offering to consumers, in turn attracting more
consumers, promoting network effects, and positively impacting performance.
Our Management Board uses the total number of Partners listed on our
platforms to evaluate market position and penetration, and to assess the value
proposition to consumers. For that reason, we continuously invest in attracting
new Partners in all our markets.
As at 31 December
Partners (in thousands)
2022 2021 2020 2022 to
2021
(% change)
2021 to
2020
(% change)
North America % %
Northern Europe % %
UK and Ireland % %
Southern Europe and ANZ (%) %
Total Partners % %
In 2022, we continued to build on the strong Partner growth of 2021, adding an
additional 58 thousand Partners. Additional investments in the Sales
department have largely contributed to this growth. Many Partners also self-
registered, due to our strong brand presence.
Group performance review
Key performance indicators
After a period of significant growth, we saw a normalisation of our consumer
post-pandemic KPIs. Our core operational KPIs, being Partners, Active
Consumers, Returning Active Consumers as % of Active Consumers, Average
Monthly Order Frequency, Orders, GTV and ATV, are summarised below.
The Grubhub business was consolidated from 15 June 2021, and the Just Eat
business was consolidated from 15 April 2020. The KPIs are presented as if the
combinations were completed on 1 January 2020 to provide comparable
information for the periods presented. Operations in Norway and Portugal were
discontinued from 1 April 2022 and Romania from 1 June 2022. The KPIs
presented exclude these operations as from 1 January 2022. These numbers are
unaudited and may not add up due to rounding.
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Returning Active Consumers as % of Active Consumers
Returning Active Consumers are consumers who order more than once in a
12-month period. We believe the metric Returning Active Consumers as % of
Active Consumers is a useful measure for our stakeholders, as it indicates the
loyalty of our consumer base. On top of our solid consumer base, the Returning
Active Consumers as a percentage of Active Consumers improved slightly year-
on-year by 0.1 percentage point to 67.5% in 2022 from 67.4% in 2021, reflecting
slightly improved loyalty in our consumer base.
As at 31 December
2022 2021 2020 2022 to
2021
(change)
2021 to
2020
(change)
Total Returning Active
Consumers as % of Active
Consumers .% .% .% .p.p. .p.p.
Active Consumers
Active Consumers are unique consumer accounts (identified by a unique email
address) from which at least one Order has been placed on our platforms in the
last 12 months. We believe the metric Active Consumers is a useful measure for
our stakeholders, as it indicates our market position and level of penetration in a
particular market and allows an assessment of the level of engagement with our
platforms. Our Management Board uses Active Consumers as a key revenue
driver, to evaluate operating performance, and as a valuable measure of the size
of our engaged base of consumers.
After two years of significant consumer growth and higher than normal
reactivations of inactive consumers, we saw a normalisation of consumer
acquisition in 2022. Despite the significant size of our Active Consumer base,
our penetration remains low, demonstrating significant market headroom and
future growth potential.
As at 31 December
Active Consumers (in millions)
2022 2021 2020 2022 to
2021
(% change)
2021 to
2020
(% change)
North America (%) (%)
Northern Europe % %
UK and Ireland (%) %
Southern Europe and ANZ (%) %
Total Active Consumers (%) %
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Just Eat Takeaway.com Annual Report 2022
Our Performance in 2022
Orders
This is the number of Orders by consumers that were processed through our
mobile applications, websites and in-store JET Pay. We believe the number of
Orders is a useful measure for our stakeholders, as revenue from commissions,
our primary source of revenue, is generated from Orders. Our Management
Board uses Orders to assess performance across all segments and periods.
The year 2021 was a record period in Order growth due to Covid-19 restrictions
and our significant investment in Delivery. We processed 984 million Orders in
2022, demonstrating a 9% decrease compared with 2021, while the pandemic
continued to affect the year-on-year comparison. This was partly offset by the
slightly improved percentage of Returning Active Consumers and relatively
stable Average Monthly Order Frequency.
Year ended 31 December
Orders (in millions)
2022 2021 2020 2022 to
2021
(% change)
2021 to
2020
(% change)
North America (%) %
Northern Europe (%) %
UK and Ireland (%) %
Southern Europe and ANZ (%) %
Total Orders , (%) %
Average Monthly Order Frequency
Average Monthly Order Frequency is monthly Orders divided by the number of
consumers who have placed at least one Order in that month, based on a
12-month average for the respective period (‘Average Monthly Order
Frequency’). We believe that this metric improves comparability with industry
peers and is a useful measure for our stakeholders, as growth of such Orders
reflects continued user activation and engagement. Using this metric,
our Management Board can assess consumer engagement and implement
supply- or demand-based initiatives in response. Average Monthly Order
Frequency slightly decreased to 2.8 times in 2022 compared with 2.9 times in
2021.
Year ended 31 December
2022 2021 2020 2022 to
2021
(change)
2021 to
2020
(change)
Total Average Monthly
Order Frequency . . . (.) .
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Our Performance in 2022
ATV
ATV represents GTV divided by the number of Orders in a particular period.
We believe ATV is a useful measure for our stakeholders, as it gives insight into
structural differences in the value paid by consumers across different segments,
which impacts revenue from commissions, the primary source of our revenue.
ATV increased in all our segments, mainly driven by higher food prices due to
inflation, higher delivery fees and optimised pricing. North America’s ATV
increased by 16%, mostly driven by the favourable changes in foreign exchange
rates. ATV increased in other segments, ranging from 6% in Northern Europe to
9% in the UK and Ireland.
Year ended 31 December
Average Transaction Value
(in €)
2022 2021 2020 2022 to
2021
(change)
2021 to
2020
(change)
North America . . . . (.)
Northern Europe . . . . .
UK and Ireland . . . . (.)
Southern Europe and ANZ . . . . .
Total ATV . . . . (.)
GTV
GTV represents the total value that the consumers have paid on all Orders.
We believe GTV is a useful measure for stakeholders, as it represents a
transparent and comparable indication of our share of the food Delivery
industry and improves comparability with industry peers.
Despite the decline in Orders, total GTV remained stable at €28.2 billion in 2022
compared with 2021, driven by a higher ATV and favourable changes in foreign
exchange rates, which offset the lower Order volumes.
Year ended 31 December
Gross Transaction Value
(€ billions)
2022 2021 2020 2022 to
2021 (%
change)
2021 to
2020 (%
change)
North America . . . % %
Northern Europe . . . % %
UK and Ireland . . . (%) %
Southern Europe and ANZ . . . (%) %
Total GTV . . . % %
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Our Performance in 2022
Reportable segment performance
The segment information presented below has been prepared on a combined
basis, with the Grubhub and Just Eat businesses included as if the combinations
were completed on 1 January 2020 to provide comparable information for the
periods presented. Norway, Portugal and Romania figures are excluded as of
1 January 2022, given the insignificance thereof.
Revenue
We generate revenue primarily through the Orders placed on our platforms.
This revenue is derived principally from commissions charged to Partners based
on a percentage of the food value of a particular Order. It also comes, to a lesser
extent, from consumer delivery fees charged for Delivery services provided by
us to Partners that do not deliver themselves, as well as payment service fees
charged for processing online payments and other revenue streams, such as
Partner Promoted Placement, subscription, and merchandise revenue.
We believe adjusted revenue less Order fulfilment costs is a useful measure to
assess financial performance since it allows the Management Board to assess
the operational performance of our segments in terms of Orders and the
directly attributable costs thereof. This metric excludes costs that are not
directly related to underlying operating performance, such as restructuring
costs, certain legal, tax, and regulatory matters, and certain insurance income
and costs.
In 2022, we generated total revenue of €5,559 million, representing a 4%
increase from €5,331 million in 2021. This increase was driven by increased
commission and delivery fees, reduced fee caps in North America and growth in
Promoted Placement revenue.
Year ended 31 December
(€ millions)
2022 2021 2020 2022 to
2021
(% change)
2021 to
2020
(% change)
North America , , , % %
Northern Europe , , % %
UK and Ireland , , % %
Southern Europe and ANZ (%) %
Total revenue , , , % %
Adjusted revenue less
Order fulfilment costs , , , % (%)
North America
North America revenue grew by 3% year-on-year reaching €2,552 million.
This growth was largely driven by the lifting of several government-imposed fee
caps, with the fee cap impact for 2022 reducing to minus €132 million from
minus €192 million in 2021
9
. Positive foreign exchange movements also
impacted North America’s revenue.
Northern Europe
Northern Europe revenue grew by 9% to €1,155 million in 2022 from €1,064
million in 2021. Revenue growth exceeded GTV growth, driven by optimising our
Partner and consumer pricing. With more demand from our Partners,
our Promoted Placement revenue also increased significantly, further driving
9
The fee cap impact is the difference between the commission rate agreed with the restaurants and the reduced
commission rate due to government-imposed fee caps.
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Just Eat Takeaway.com Annual Report 2022
Our Performance in 2022
Adjusted EBITDA
Adjusted EBITDA consists of our operating income/loss for the period, adjusted
for depreciation, amortisation, impairments, share-based payments,
acquisition- and integration-related costs and other items not directly related to
underlying operating performance. Other items not directly related to
underlying operating performance include, amongst others, restructuring costs,
certain legal, tax, and regulatory matters and certain insurance income and
costs.
After a period of significant investment, the business is back to positive
Adjusted EBITDA with €19 million in 2022 compared with minus €350 million in
2021.
We evolved the structure of our organisation in the second half of 2022 to a
matrix organisation to place more responsibility at the regional level.
This necessitated segment Adjusted EBITDA allocations to change in the second
half of 2022. The change mainly resulted in a shift between Head Office costs
and individual segments, as well as changes in cost recharges and allocations
between segments.
Year ended 31 December
(€ millions)
2022 2021 2020 2022
(% of GTV)
2021
(% of GTV)
North America () % %
Northern Europe % %
UK and Ireland () % (%)
Southern Europe and ANZ () () () (%) (%)
Head Office () () () n/a n/a
Adjusted EBITDA () % (%)
revenue growth. The continued trend of our consumers moving from cash to
online payments resulted in increased online payment service revenue.
United Kingdom and Ireland
United Kingdom and Ireland revenue grew by 6% to €1,319 million in 2022 from
€1,249 million in 2021. Despite GTV remaining stable, the revenue growth rate
was positively aided by optimised Partner and consumer pricing.
Southern Europe and ANZ
Southern Europe and ANZ revenue declined with 3% to €532 million in 2022
from €548 million in 2021. This was primarily driven by a decline in GTV, which
was partially offset by optimised Partner and consumer pricing. This segment
continues to focus on improving its performance, mainly by more targeted
investments and operational efficiencies in our Delivery network. In addition,
we continue to focus capital and management attention towards our highest
potential markets for generating scale, leadership positions and profit pools as
our industry rationalises.
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Just Eat Takeaway.com Annual Report 2022
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North America
North America returned to positive Adjusted EBITDA in 2022 despite the
remaining fee caps being in place throughout the year. Adjusted EBITDA
increased to €65 million in 2022 from minus €28 million in 2021, with Adjusted
EBITDA as a percentage of GTV (‘Adjusted EBITDA Margin’) improving to 0.6% in
2022 from minus 0.2% in 2021. The €93 million year-on-year improvement can
be largely attributed to the increased efficiency of our Delivery network, pricing
strategy, strategic marketing efforts, and the reduced impact of fee caps on our
business.
Northern Europe
Northern Europe Adjusted EBITDA increased by 22% to €313 million in 2022 from
€256 million in 2021. The Adjusted EBITDA Margin improved to 4.2% in 2022
from 3.6% in 2021, resulting in the highest Adjusted EBITDA Margin within Just
Eat Takeaway.com.
United Kingdom and Ireland
The United Kingdom and Ireland achieved positive Adjusted EBITDA in 2022.
Adjusted EBITDA was €23 million in 2022 from minus €107 million in 2021,
with the Adjusted EBITDA Margin improving to 0.4% in 2022 from minus 1.6% in
2021. The positive Adjusted EBITDA development was driven by the overall focus
on profitability in all aspects of the business. We optimised our consumer fees,
reduced our Delivery cost per Order, and further improved our operating
expenses.
Southern Europe and ANZ
Southern Europe and ANZ had an Adjusted EBITDA of minus €161 million in 2022
compared with minus €262 million in 2021, with the Adjusted EBITDA Margin
improving to minus 6.2% in 2022 from minus 9.2% in 2021. This improvement in
Adjusted EBITDA can be particularly attributed to our enhanced focus on
profitability, driven by higher ATV, optimising our pricing strategy, reducing
Delivery expenses and streamlining operating expenses. This was partly
achieved by continuing to focus capital and management attention towards our
highest potential markets.
Head office
Head office costs relate mostly to non-allocated expenses and include all central
operating expenses such as staff costs and expenses for global support teams
such as Legal and Compliance, InfoSec Risk and Control, Group Finance, Internal
Audit, Data Analytics, Human Resources and the Management Board.
Head office expenses were €221 million in 2022 compared with €208 million in
2021. In 2021, we made significant investments in our head office workforce to
support growth, predominantly in Marketing, HR and Delivery. As such, our year-
on-year headquarter costs increase was primarily driven by the impact of new
hires in 2021. During the first half of 2022, our head office FTEs remained
approximately stable compared with the exit-rate in December 2021, and during
the second half of 2022, FTEs were reduced due to a hiring pause.
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Just Eat Takeaway.com Annual Report 2022
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Revenue
Year ended 31 December
€ millions 2022 2021
Order-driven revenue , ,
Ancillary revenue
Revenue , ,
Order-driven revenue increased by 23% to €5,315 million in 2022, mainly driven
by the full 12 months of Grubhub revenue being included in 2022 compared
with 6.5 months in 2021. In addition, Order-driven revenue also increased due to
the increases in our Partner and consumer pricing. This was negatively impacted
by €132 million of government-imposed commission caps in the North America
segment.
The growth in ancillary revenue was predominantly driven by the full 12 months
of Grubhub revenue included (compared with 6.5 months last year).
Order fulfilment costs
Year ended 31 December
€ millions 2022 2021
Courier costs , ,
Order processing costs
Order fulfilment costs , ,
Order fulfilment costs increased by €233 million, or 8%, to €3,170 million in
2022 compared with €2,937 million in 2021. This increase was a result of the full
12 months of Grubhub Order fulfilment costs being included in 2022 (compared
with 6.5 months in 2021).
Financial review
The commentary in the following paragraphs is based on the 2022 Consolidated
financial statements, which have been prepared in accordance with
International Financial Reporting Standards as adopted by the European Union
(‘IFRS’). For clarity, we highlight the following changes to the consolidation
scope in 2021:
•
On 15 June 2021, Just Eat Takeaway.com completed the acquisition of 100%
of the shares in Grubhub (‘Grubhub Acquisition’).
•
On 30 September 2021, Just Eat Takeaway.com completed the acquisition
of 100% of the shares in Bistro.sk. (‘Bistro Acquisition’).
Statement of profit or loss
Year ended 31 December
€ millions
2022 2021
Revenue , ,
Courier costs (,) (,)
Order processing costs () ()
Staff costs (,) ()
Other operating expenses (,) (,)
Depreciation, amortisation and impairments (,) ()
Operating loss (,) ()
Share of results of associates () ()
Finance income and expense, net () ()
Other gains and losses ()
Loss before income tax (,) (,)
Income tax benefit
Loss for the period (,) (,)
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Just Eat Takeaway.com Annual Report 2022
Our Performance in 2022
with the Grubhub Acquisition, contributed to an increase in staff costs. A hiring
pause was implemented in June 2022, bringing FTEs back in line with Order
development and reducing staff costs over the course of 2022.
Share-based payments include the Long-Term Incentive Plan (‘LTIP’) and the
Short-Term Incentive Plan (‘STIP’) for the Management Board, as well as the
various long-term and short-term share (option) plans for employees (as
described in Note 7 to the Consolidated financial statements for the period
ended 31 December 2022). Share-based payments increased to €166 million in
2022 compared with €81 million in 2021, mainly driven by Grubhub, an increase
in average FTEs, exceptional additional retention awards, and the cumulative
effect of the annually recurring awards granted under the long-term plans.
The share-based payment expense of €48 million resulting from the commercial
agreement with Amazon is included in other operating expenses.
Other operating expenses
Year ended 31 December
€ millions 2022 2021
Marketing expenses
Other operating expenses
Other operating expenses , ,
Marketing expenses
Marketing expenditure can primarily be distinguished as relating to (i)
performance marketing (or pay-per-click/pay-per-Order) which directly
generates traffic and Orders, such as search engine marketing, app marketing
and affiliate marketing (rewarding third parties for referrals to our platforms)
and (ii) brand marketing, such as television, online media, and outdoor
advertising (billboards).
Revenue less Order fulfilment costs
Year ended 31 December
€ millions 2022 2021
Revenue , ,
Order fulfilment costs (,) (,)
Revenue less Order fulfilment costs , ,
Revenue less Order fulfilment costs increased by €833 million, or 53%, to €2,391
million in 2022 compared with €1,558 million in 2021. This significant
improvement was mainly driven by the overall increase in revenue and lower
delivery costs per Order. Order fulfilment costs as a percentage of revenue
decreased to 57% from 65% in 2021.
Staff costs
Year ended 31 December
€ millions 2022 2021
Wages and salaries
Social security charges
Pension premium contributions
Share-based payments
Temporary staff expenses
Staff costs ,
Staff costs increased by 41% to €1,259 million in 2022 compared with €890
million in 2021. Our staff, excluding couriers directly employed by Just Eat
Takeaway.com as this group is included in order fulfilment costs, increased to an
average of approximately 15,900 FTEs in 2022 from an average of approximately
13,200 FTEs in 2021. In the second half of 2021, we made significant investments
in our workforce to support growth and drive long-term success. This, along
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Just Eat Takeaway.com Annual Report 2022
Our Performance in 2022
The impairment in United States and the seven other CGUs, was mainly driven
by the impact of macro-economic circumstances on the WACC as used in the
value in use calculation, including increased interest rates and increased equity
volatility. In addition, higher levels of inflation and further lifting of Covid-19
measures affected consumer behaviour in some CGUs, resulting in lower
expectations of Order growth in the short to medium term. See also Note 12 to
the Consolidated financial statements for more details.
Share of results and loss on disposal of associates
A total loss of €310 million was recognised in relation to iFood, consisting of our
annual share of losses of €35 million recognised as part of share of results of
associates (2021: annual share of losses of €62 million) and a net loss on disposal
of €275 million recognised as part of other gains and losses. Prior to the iFood
Transaction, we invested €88 million in iFood in 2022 (2021: €
83 million).
Income tax expense
In 2022, the net income tax benefit was €101 million, compared with €8 million
in 2021. The taxable results of profitable entities, the movement in provisions
for uncertain tax positions and the outcome of the Danish Tax Authority dispute,
resulted in a current tax expense of €53 million compared with €38 million in
2021. In 2022, the deferred tax benefit was €154 million compared with €46
million in 2021, mainly relating to temporary differences arising from the
amortisation of other intangible assets and the recognition of available tax
losses carried forward.
Loss for the period
As a result of the factors described above, Just Eat Takeaway.com realised a net
loss after tax of €5,667 million in 2022 (2021: €1,044 million). The loss excluding
the impact of impairments amounted to €1,065 million compared with €990
million in 2021.
Marketing expenses increased by 7% to €735 million in 2022 compared with
€684 million in 2021, following marketing investments, such as the Katy Perry
campaign and the UEFA sponsorship in 2022.
Other operating expenses
Other operating expenses increased by 34% to €642 million in 2022 compared
with €480 million in 2021, mainly driven by 12 months of Grubhub expenditures
included and the share-based payment expense of €48 million resulting from
the commercial agreement with Amazon.
Depreciation, amortisation and impairments
Depreciation and amortisation expenses were €567 million in 2022, up from
€389 million in 2021. This increase related to the full 12 months of amortisation
of other intangibles recognised in relation to the Grubhub Acquisition as
compared with 6.5 months in 2021, as well as additional depreciation from
capitalised ordering devices.
Following the identification of impairment indicators in the interim period and
the annual impairment test, total impairment losses of €4,521 million for
goodwill (2021: €18 million) and €61 million for intangible assets (2021: €36
million) were recognised in 2022. Of the goodwill impairment losses, €2,977
million is related to cash-generating unit (‘CGU’) United States, €893 million to
CGU United Kingdom, €267 million to CGU Canada, and €445 million to seven
CGUs to which a non-significant amount of goodwill is allocated.
The impairment in the United Kingdom and Canada was mainly driven by the
impact of macro-economic circumstances on the Weighted Average Cost of
Capital (‘WACC’) as used in the value in use calculation, including increased
interest rates and increased equity volatility.
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Just Eat Takeaway.com Annual Report 2022
Our Performance in 2022
Shareholders’ equity decreased to €7,903 million as of 31 December 2022, from
€13,050 million as of 31 December 2021, mainly due to accumulated losses over
the period, offset partially by gains on foreign currency translation.
The solvency ratio, defined as total equity divided by total assets, was 64% as of
31 December 2022 compared with 73% at of 31 December 2021, mainly caused
by accumulated losses over the period.
Cash flows
Year ended 31 December
€ millions 2022 2021
Net cash used in operating activities () ()
Net cash generated by / (used in) investing activities , ()
Net cash generated by / (used in) financing activities () ,
Net cash and cash equivalents generated (used)
Effects of exchange rate changes of cash held in
foreign currencies
Net increase / (decrease) in cash and cash equivalents
Net cash used in operating activities
Net cash used in operating activities amounted to €166 million in 2022
compared with €423 million in 2021. The decrease was mainly driven by
operational performance and our focus on becoming profitable.
Net cash generated by investing activities
Net cash generated by investing activities amounted to €1,214 million in 2022
compared with net cash used of €106 million in 2021, driven by the proceeds
from the iFood Transaction.
Financial position
€ millions
31 December
2022
31 December 2021
(restated*)
Non-current assets , ,
Current assets excluding cash and cash equivalents
Cash and cash equivalents , ,
Total assets , ,
Total shareholders’ equity attributable to equity
holders , ,
Non-controlling interests () ()
Total equity , ,
Non-current liabilities , ,
Current liabilities , ,
Total liabilities , ,
Total shareholders' equity and liabilities , ,
*
The comparative information is restated in line with IFRS 3 on account of Grubhub’s acquisition measurement
period adjustments and due to the reclassification of amounts previously presented as the current portion of the
convertible bonds and senior notes to non-current liabilities. Reference is made to Note 31 and Note 21 respectively
in the Consolidated financial statements.
Non-current assets, mainly consisting of goodwill and other intangible assets
decreased to €9,742 million as of 31 December 2022 from €15,963 million as of
31 December 2021. This was primarily driven by the impairment losses and the
iFood Transaction.
Cash and cash equivalents increased to €2,020 million as of 31 December 2022,
from €1,320 million as of 31 December 2021. This increase was primarily driven
by the consideration received from the iFood Transaction, partly offset by the
repayment of the bank loan and capital and financing expenditure.
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Just Eat Takeaway.com Annual Report 2022
Our Performance in 2022
Net cash used in financing activities
Net cash used in financing activities amounted to €365 million in 2022
compared with net cash generated of €1,312 million in 2021, which included the
issuance of convertible bonds of €1,100 million. In 2022, the net cash used
largely represented the repayment of the €300 million bank loan and net
interest costs.
Outlook
The Management Board reiterates the following guidance for 2023:
•
2023 Adjusted EBITDA of approximately €225 million
This guidance includes additional investments in food and non-food adjacencies
as well as wage costs inflation and takes into account an uncertain macro-
economic environment.
The Management Board reiterates the following long-term targets:
•
In excess of €30 billion of GTV to be added over the next 5 years
•
Long-term group Adjusted EBITDA Margin in excess of 5% of GTV
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Just Eat Takeaway.com Annual Report 2022
Our Performance in 2022
The Management Board is responsible for Just Eat Takeaway.com’s risk
management and internal control systems. The Management Board believes
that Just Eat Takeaway.com maintains an adequate and effective system of risk
management and internal control that complies with the requirements of the
Governance Rules.
The internal control systems of Just Eat Takeaway.com are designed to manage,
rather than eliminate, the risk that we fail to achieve our business objectives and
can provide reasonable, but not absolute, assurance against financial loss or
material misstatements in the financial statements. The Management Board
reviews the effectiveness of Just Eat Takeaway.com’s systems of internal control
relative to strategic, information technology, financial, operational and legal and
regulatory risks and discusses risk management and internal controls with the
Supervisory Board on a periodic basis. The Management Board is not aware of
any critical failings in these systems during the financial year 2022.
Just Eat Takeaway.com aligns risk management to its strategic business
planning. A top-down approach is followed, in which management identifies the
major risks that could affect Just Eat Takeaway.com’s business objectives,
and assesses the effectiveness of actions, processes and controls in place to
manage and mitigate these risks. For an overview of our most important
business risks, please see the section ‘Risk Management’. Assurance on the
effectiveness of controls is obtained through management reviews and testing
of certain aspects of our internal financial control systems by our InfoSec Risk
and Control function, Internal Audit function, and Compliance functions. This,
however, does not imply that certainty as to the realisation of our business and
financial objectives can be provided, nor can the approach of Just Eat
Takeaway.com to control its financial reporting be expected to prevent or
detect all misstatements, errors, fraud or violation of law or regulations.
Statements by the Managing Directors
Management report
The following sections of this Annual Report form the management report
under Dutch law:
•
Company Profile;
•
Report of the Management Board;
•
Composition of the Management Board and Supervisory Board;
•
Report of the Supervisory Board;
•
Report of the Remuneration and Nomination Committee;
•
Remuneration in 2022;
•
Governance and Compliance;
•
Report of the Audit Committee;
•
Risk Management.
Financial statements & risk management
The Management Board is responsible for the preparation of the financial
statements in accordance with Applicable Laws. The responsibility of the
Management Board includes selecting and applying appropriate accounting
policies and making accounting estimates that are reasonable in the
circumstances.
The Management Board is also responsible for the preparation of the
management report (as included in the Annual Report), in accordance with
Applicable Laws. In the Annual Report, the Management Board endeavours to
present a fair review of the situation of the business at the balance sheet date,
and of the state of affairs in the year under review. Such an overview contains a
selection of some of the main developments in the financial year and can never
be exhaustive.
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Just Eat Takeaway.com Annual Report 2022
Our Performance in 2022
The key controls over financial reporting policies and procedures include
controls to ensure that:
•
Commitments and expenditures are appropriately authorised by the
Management Board;
•
Records are maintained which accurately and fairly reflect transactions;
•
Any unauthorised acquisition, use or disposal of Just Eat Takeaway.com’s
assets that could have a material effect on the financial statements is
detected on a timely basis;
•
Transactions are recorded as required to permit the preparation of financial
statements;
•
Reporting of the financial statements is done in compliance with IFRS and
Part 9 of Book 2 of the Dutch Civil Code.
In control statement
As recommended by Governance Rules and on the basis of the foregoing and
the explanations contained in the section ‘Risk Management’, the Management
Board confirms, to its knowledge, that:
•
Just Eat Takeaway.com’s financial reporting over 2022 provides sufficient
insights into any failings in the effectiveness of the internal risk
management and control systems;
•
Just Eat Takeaway.com’s internal risk management and control systems
with regard to financial reporting risks provide a reasonable assurance that
Just Eat Takeaway.com’s financial reporting over 2022 does not contain any
material errors;
•
Based on the current state of affairs, it is justified that the financial
reporting over 2022 is prepared on a going concern basis; and
•
The report states those material risks and uncertainties that are relevant to
the expectation of Just Eat Takeaway.com’s continuity for the period of 12
months after the preparation of the report.
Responsibility statement
With reference to the so-called ‘responsibility statement’ required under
Applicable Laws, the Management Board states, to the best of its knowledge,
that:
•
The financial statements give a true and fair view of the assets, liabilities,
financial position, and profit or loss of the Company and the undertakings
included in the consolidation taken as a whole; and
•
The management report includes a true and fair review of the situation at
the balance sheet date, the development and performance of the business
during the financial year, and undertakings included in the consolidation
taken as a whole, together with a description of the principal risks and
uncertainties that Just Eat Takeaway.com faces.
Non-financial information
The non-financial information required to be included in the management
report, as described in the Applicable Laws, can be found in the sections of the
management report:
•
a brief description of the Company's business model can be found in the
paragraph ‘Our business model’ in the section ‘Company Profile’;
•
a description of the Company’s policy, including applied security measures
and results of this policy, regarding environmental, social and employee
matters and respect for human rights can be found in the three pillars for
positive action mentioned in ‘Our Responsible Business and Sustainability
Approach’. These policies can be allocated as follows and, unless additional
chapters are mentioned below, all relevant disclosures can be found in ‘Our
Responsible Business and Sustainability Approach’:
• •
environmental policies: reducing our carbon footprint; reducing impact
of operational waste and travel; and reducing impact of packaging and
marketplace delivery;
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Our Performance in 2022
• •
social policies: responding to changing diets; enabling choice and
transparency; fighting food waste and food poverty;
• •
employee policies: empowering our people; supporting employment
and working conditions; embedding ID&B; and promoting employee
engagement and wellbeing (see also the chapters ‘Our Operations’,
‘Our people’ and ‘Our Inclusion, Diversity and Belonging’);
• •
human rights policies: supporting employment and working conditions
and supporting local communities (see also the chapters ‘Our
Operations’ and ‘Our people’);
•
a description of the Company’s policy, including applied security measures
and results of this policy regarding anti-corruption and anti-bribery can be
found in the chapter ‘Our Responsible Business and Sustainability Approach’
under ‘People and society’.
•
a description of the main risks relating to these matters relating to the
Company's activities that likely have an adverse effect on these matters and
how the Company manages these risks can be found in the section ‘Risk
Management’;
•
a description of the Company’s non-financial KPIs relevant to its activities
(such as the number of Partners, Orders and Active Consumers) can be
found in the paragraph ‘Key performance indicators’ in the section ‘Group
performance review’. Currently, the Company does not have any KPIs with
regard to environmental, social and employee matters, respect for human
rights, anti-corruption and anti-bribery.
The results of our policies are generally described in terms of progress made to
the extent possible and have not always resulted in specific metrics that can be
monitored or disclosed. We are in a continuous transition and consequently we
continue to review, revise and (further) develop our policies, safeguards and
KPIs on the non-financial information as described above.
Corporate Governance statement
This is a statement concerning corporate governance as referred to in the
Governance Rules and Applicable Laws.
The information required to be included in this Corporate Governance
Statement is included in this section and the section ‘Governance and
compliance’, provided that the main characteristics of Just Eat Takeaway.com’s
internal risk management measures and control systems relating to its financial
reporting process are described in the section ‘Risk management’.
Management Board
Jitse Groen Brent Wissink
CEO CFO
Jörg Gerbig Andrew Kenny
COO CCO
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Our Performance in 2022
Management Board
Our strong track-record has been achieved through our highly dedicated,
founder-led Management Board with substantial experience and
complementary skill sets. Our Management Board has a combined experience
of 50 years in the online food delivery industry and, as of 31 December 2022,
consisted of the following individuals:
Composition of
the Management
Board and
Supervisory
Board
Jitse Groen
Dutch national, 1978, Founder,
Chief Executive Officer and Chair
of the Management Board since
2011
Jitse studied Business & IT at the
University of Twente in the
Netherlands. He started his career
during his studies when he
launched a business in web
development. In 2000, Jitse
founded and launched Just Eat
Takeaway.com (at that time named
Thuisbezorgd.nl). Jitse is also a
member of the Advisory Board of
Suit Supply B.V.
As Chief Executive Officer and Chair
of the Management Board, Jitse has
responsibility for Corporate
Strategy, Corporate Solutions,
Grubhub, Marketing, and Product
and Technology.
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Composition of the Management Board and Supervisory Board
Brent Wissink
Dutch national, 1967, Chief Financial
Officer and member of the Management
Board since 2016
Jörg Gerbig
German national, 1981, Chief Operating
Officer and member of the Management
Board since 2016
10
Brent joined Just Eat Takeaway.com
as COO in 2011. He led the
integration of Lieferando.de and
Pyszne.pl before becoming CFO of
Just Eat Takeaway.com (at that time
named Takeaway.com) in 2014. Prior
to this, he was CFO of a fast-growing
technology business (NedStat) and
worked in venture capital (ABN
AMRO, Mees Pierson). Brent
graduated from the Erasmus
University of Rotterdam in
Econometrics in 1992. Brent is also a
member of the Supervisory Board
of the Faber Group B.V. as of
1 December 2021.
As Chief Financial Officer and
member of the Management Board,
Brent has responsibility for Finance,
Human Resources, Legal and
Compliance, InfoSec Risk and
Control, and other corporate teams.
Jörg founded Lieferando.de in 2009
and has since driven its rapid
growth. He joined Just Eat
Takeaway.com (at that time named
Takeaway.com) as COO following,
and as a result of, the acquisition of
Lieferando.de in 2014.
Jörg graduated in 2005 from the
European Business School Oestrich-
Winkel and has gained significant
experience in mergers and
acquisitions, as well as equity capital
markets at UBS Investment Bank in
London and New York. Jörg is also
the Vice-Chair of the Supervisory
Board of N26.
As Chief Operating Officer and
member of the Management Board,
Jörg has responsibility for Logistics
and Customer Services.
10
Jörg Gerbig was not a member of the Management Board from 4 May 2022 until 18 November 2022.
More information can be found in the chapter Report of the Supervisory Board.
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Composition of the Management Board and Supervisory Board
Andrew Kenny
Irish national, 1983, Chief Commercial
Officer and member of the Management
Board since 1 December 2022
Andrew initially joined Just Eat in
2017 as a Sales Director,
subsequently becoming
Commercial Director, before being
appointed as Managing Director of
the company’s UK business in May
2019. Prior to joining Just Eat,
Andrew spent over a decade
working in London and New York in
equities and capital markets at
global investment bank, Jefferies.
Andrew graduated from the
University College Dublin in 2006
and holds a Bachelor of Business &
Law.
As Chief Commercial Officer and
member of the Management Board,
Andrew has responsibility for our
global markets (United Kingdom
and Ireland, Northern Europe,
Southern Europe and ANZ,
and Canada) and global Sales.
Supervisory Board
As of 31 December 2022, the Supervisory Board consisted of the following
Supervisory Directors:
Dick Boer
Dutch national, 1957, Chair of the
Supervisory Board since 18 November
2022; member of the Audit Committee
and the Remuneration and Nomination
Committee
Independent of the Company.
Dick Boer serves as a Non-Executive
Director of Nestlé and Shell plc and
as a Supervisory Director of SHV
Holdings. He also serves as
Chairman of the Supervisory Board
of the Royal Concertgebouw.
From 2016 until 2018, Dick served as
President and CEO of
Ahold Delhaize. Prior to the merger
between Ahold and Delhaize,
he served as President and CEO of
Ahold from 2011 to 2016. Dick was
appointed President and CEO of
Albert Heijn in 2000, prior to
accepting the position of CEO of
Ahold. From 2006 to 2011, he also
served as Chief Operating Officer of
Ahold Europe.
Dick Boer holds a degree in Business
Economics and an executive
postgraduate degree from the IBO
Business School.
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Composition of the Management Board and Supervisory Board
Ron Teerlink
Dutch national, 1961, member of the
Supervisory Board since 4 October 2016;
Chair of the Audit Committee
Independent of the Company.
Until 2013, Ron acted as Chief
Administrative Officer and member
of the executive committee of the
RBS Group. Prior to this, he was a
member of the Management Board
and Chief Operational Officer of ABN
AMRO from 2006 until 2010.
Between 1990 and 2006, Ron held
various other positions within ABN
AMRO and its subsidiaries. Ron was
a member of the Supervisory Board
of Equens SE from 2015 until 2016.
He also joined the Supervisory
Board of Coöperatieve Rabobank
U.A. in 2013 and was appointed as
Chair in 2016, a role he held until
September 2021.
Ron holds an MSc in Economics from
the Vrije Universiteit Amsterdam
and a banking diploma from NIBE.
Ron is Chair of the Supervisory
Board (Raad van Toezicht) of
Stichting Vrije Universiteit
Amsterdam.
As per 1 January 2023, Ron is the
chair of the Audit Committee.
Corinne Vigreux
French national, 1964, Vice-Chair of the
Supervisory Board since 4 October 2016;
Chair of the Remuneration and
Nomination Committee
Independent of the Company.
Corinne is co-founder and the
current Chief Marketing Officer of
TomTom, having previously held the
roles of Chief Commercial Officer
and Head of the Consumer Division
with that company. Corinne
founded Codam, a not-for-profit
coding college, which is a member
of the Ecole 42 network. She is also
Chair of the Supervisory Board of
TechLeap, board member of Dutch
National Opera & Ballet, and Chair of
the board of the philanthropic
foundation, Sofronie.
Corinne was voted as one of the
world’s top fifty women in Tech
2018 (Forbes) and was made
Chevalier de la Legion d’Honneur in
2012 and Officer in the Royal Order
of Orange-Nassau in 2016. Corinne
holds a BBA in International Business
from ESSEC Business School.
From 4 May 2022 to 15 December,
Corinne acted as the Chair of the
Remuneration and Nomination
Committee. As per 15 December
2022, Corinne was appointed as the
Chair of the Remuneration and
Nomination Committee.
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Composition of the Management Board and Supervisory Board
Jambu Palaniappan
American national, 1987, member of the
Supervisory Board since 31 January 2020;
member of the Remuneration and
Nomination Committee
Independent of the Company.
Until 2018, Jambu held several
senior roles at Uber and Uber Eats,
leading Uber Eats in Europe,
the Middle East and Africa,
and Uber’s ridesharing business in
Eastern Europe, Russia, the Middle
East and Africa. Jambu has been a
Non-Executive Director of Just Eat
Takeaway.com since 24 June 2019.
He is also a Director of Palaniappan
Consulting Limited, appointed in
January 2019, and Alltaster Limited,
appointed in April 2019.
Jambu holds a BA in Public Policy
and Economics from the Vanderbilt
University.
Mieke De Schepper
Dutch national, 1975, member of the
Supervisory Board since 18 November
2022; member of the Audit Committee
Independent of the Company.
Mieke De Schepper is the Chief
Commercial Officer of Trustpilot and
member of the Supervisory Board
of trivago N.V. Prior to her position
at Trustpilot, Mieke served as the
Executive Vice President and
Managing Director Asia Pacific at
Amadeus. Mieke has also worked at
Expedia Group. Earlier, she worked
ten years at Philips Electronics,
having held various global, regional
and local leadership roles in
product, marketing and sales. Mieke
started her professional career at
McKinsey & Company.
Mieke holds an MBA from INSEAD
and a MSc in Industrial Design
Engineering from the Delft
University of Technology
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Composition of the Management Board and Supervisory Board
David Fisher
American national, 1969, member of the
Supervisory Board since 15 June 2021;
Chair of the Audit Committee from
16 August 2021 until 1 January 2023
Independent of the Company.
David is the Chief Executive Officer,
President and Chair of the Board of
Directors of Enova International,
and currently serves on the Board of
Directors of FRISS, the Board of
Trustees of the Museum of Science
and Industry in Chicago, and joined
the Board of Fathom Manufacturing
in December 2021. Prior to this,
David served as Chief Executive
Officer of optionsXpress and served
on the Board of Directors of
Innerworkings through its sale in
2020. David also served on the
Board of Grubhub since 2012.
David holds a B.S. in Finance from
the University of Illinois at Urbana
Champaign and a J.D. from the
Northwestern University School
of Law.
In accordance with his previous
announcement, David resigned as a
member of the Supervisory Board
effective as per 1 January 2023.
Lloyd Frink
American national, 1965, member of the
Supervisory Board since 15 June 2021
Independent of the Company.
Lloyd has served on the board of
Grubhub since 2013. He is
co-founder of Zillow Group and
served as President and a member
of the Board of Directors since
2005. In addition, he has served as
Executive Chair of the Board of
Directors since 2019, and before
that, served as Vice-Chair from 2011
to 2019. From 1999 to 2004, Lloyd
worked at Expedia, and from 1989
to 1999 at Microsoft.
Lloyd holds an A.B. in Economics
from Stanford University.
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Composition of the Management Board and Supervisory Board
Introduction
The Supervisory Board was pleased to see that many projects were successfully
completed during 2022. At the beginning of 2022, the Supervisory Board
advised on the Company’s voluntary delisting from Nasdaq. Subsequently,
the Supervisory Board was confronted with three vacancies for a large part of
the year, which impacted the Supervisory Board’s workload and required the
Supervisory Board to focus on the search for nominees. During the second half
of 2022, the Supervisory Board supervised the search by the Management
Board for a strategic or commercial partner for Grubhub, the iFood Transaction
and the Company’s voluntary transfer of its listing on the London Stock
Exchange from a premium listed company to a standard listed company.
In addition to the aforementioned matters, the Supervisory Board continued to
be involved in annually recurring topics.
Notwithstanding any specific focus the Supervisory Board might have during a
financial year, it remains responsible for the supervision of the Management
Board by, and advising of the Management Board in, setting and achieving the
Company’s strategy, objectives, charters and policies, as well as for the
supervision of the general course of affairs of the Company and its business.
In performing our duties, the Supervisory Board is guided by the interests of the
Company and its business enterprise, taking into consideration the interests of
stakeholders, which include but are not limited to Partners, consumers,
employees, creditors, authorities and shareholders. The Supervisory Board also
supervises relevant corporate social responsibility issues.
Report of the
Supervisory
Board
Through its supervision of various substantial
projects during 2022, the Supervisory Board
has been in a position to contribute to Just
Eat Takeaway.com’s road to profitability.
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Report of the Supervisory Board
Supervisory Directors, equating to 28.5% of the entire Supervisory Board.
Due to David Fisher’s regrettable decision to resign as per 1 January 2023,
the current composition is in conformity with the desired gender balance (i.e.
at least 33% should consist of persons who identify as female). Considering the
intention to nominate two female Supervisory Directors for appointment,
the Supervisory Board expects to meet the desired gender balance as of the
AGM 2023.
In the opinion of the Supervisory Board, the independence requirements
referred to in the Governance Rules have been fulfilled in 2022 and all members
of the Supervisory Board are independent within the meaning of such
Governance Rules.
Meetings
The Supervisory Board met 18 times in 2022. Seven of these meetings were
regular meetings that were scheduled well in advance and seven meetings
related to specific projects, such as the iFood Transaction, the partnership with
Amazon, the preparation of the general meetings, the assessment of the
Company’s listing venues and the composition of the Management Board and
the Supervisory Board. The four other meetings were in connection with specific
events, such as the publication of the quarterly trading updates.
As shown in the tables below, none of the Supervisory Directors was frequently
absent from meetings, and at all meetings there was sufficient presence to
constitute a valid quorum. For meetings where a Supervisory Director was
unable to attend, the respective member shared his or her view on the topics to
be discussed with the (Vice-)Chair, as appropriate, prior to the meeting and/or
granted a power of attorney to one of the other members.
Composition of the Supervisory Board
The composition of the Supervisory Board as per 31 December 2022 is shown on
page 95. During 2022, changes in the Supervisory Board composition occurred.
At the end of the Annual General Meeting (‘AGM’) 2022, two members of the
Supervisory Board stepped down: Adriaan Nühn regrettably decided, prior to
the AGM, that he would not seek re-election as chair to allow the Supervisory
Board to fully focus on the challenges and opportunities ahead in the interests
of all stakeholders. Gwyn Burr had regrettably decided earlier not to seek
re-election at the AGM 2022. The remaining five Supervisory Directors, Corinne
Vigreux, David Fisher, Lloyd Frink, Jambu Palaniappan and Ron Teerlink,
were reappointed as Supervisory Directors at the AGM 2022. As of the AGM
2022, the Vice-Chair, Corinne Vigreux, acted as Supervisory Board Chair.
Following the decision of Adriaan Nühn and Gwyn Burr to step down from the
Company’s Supervisory Board, and in view of the Supervisory Board’s resolution
to expand from seven to eight Supervisory Board members, three positions
were vacant after the AGM 2022. This also included the position of Chair.
On 8 November 2022, David Fisher regrettably informed the Company that he
would resign as member of the Supervisory Board effective as per 1 January
2023. The Supervisory Board was pleased to see that, after the EGM 2022,
two of the three positions were filled. Dick Boer and Mieke De Schepper were
appointed as members of the Supervisory Board effective as of 18 November
2022. Dick Boer was appointed Chair of the Supervisory Board.
After the aforementioned changes, the composition of the Supervisory Board in
2022 was in line with its profile, as published on the Company’s corporate
website, in terms of experience, expertise, nationality, and age. In terms of
gender diversity, as per 31 December 2022, the Company had two female
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Just Eat Takeaway.com Annual Report 2022
Report of the Supervisory Board
Supervisory Board – regular meetings
Attendance rate
Dick Boer (Chair) of
Corinne Vigreux of
Lloyd Frink of
Jambu Palaniappan of
Mieke De Schepper of
Ron Teerlink of
Adriaan Nühn (former Chair) of
Gwyn Burr (former member) of
David Fisher (former member) of
Supervisory Board – additional meetings
Attendance rate
Dick Boer (Chair) n/a
Corinne Vigreux of
Lloyd Frink of
Jambu Palaniappan of
Mieke De Schepper n/a
Ron Teerlink of
Adriaan Nühn (former Chair) of
Gwyn Burr (former member) of
David Fisher (former member) of
Except for the closed sessions, the members of the Management Board were
present at meetings of the Supervisory Board. The Supervisory Board took time
to discuss certain items without the presence of the Management Board when
appropriate.
The agenda for each meeting was prepared in consultation with the (Vice-)Chair,
the Management Board and the company secretary, ensuring that, during the
year, the Supervisory Board was updated on topical issues during its formal
meetings.
When necessary or useful, individual Supervisory Directors had contact with
each other, the CEO, CFO or other members of the Management Board and/or
the company secretary. In these meetings, specific matters, as well as the
general affairs of Just Eat Takeaway.com, were discussed. On behalf of the
Supervisory Board, Ron Teerlink attended one of the semi-annual consultation
meetings of the Dutch works council, where the general operation of Just Eat
Takeaway.com was discussed and the works council was informed about
decisions that the Management Board expected to obtain advice or approval on,
prior to implementation.
In most Supervisory Board meetings, the Management Board updated the
Supervisory Board on financial aspects of the Company, as well as other topics
that could be important from a strategic or risk management perspective,
such as the competitive landscape, compliance matters, risks and controls,
and Human Resources and talent-related matters. In addition to these matters
and the specific subjects set out below, presentations were carried out by
members of Just Eat Takeaway.com’s senior management team. The topics of
these presentations were, among others, Human Resources and Marketing,
Sustainability and Responsible Business, shareholder engagement, Diversity,
Inclusion and Belonging, Product and Technology, Customer Services, Sales and
Logistics.
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Report of the Supervisory Board
Financial statements and the annual audit
This Annual Report includes the Consolidated financial statements and the
Company financial statements (together referred to as ‘Financial Statements’),
which are accompanied by an unqualified independent auditor’s report of
Deloitte (see the independent auditor’s report starting on page 254).
The Consolidated financial statements were prepared in accordance with IFRS
and the Applicable Laws and the Company financial statements were prepared
in accordance with the provisions of the Dutch Civil Code.
On 14 December 2022, the Audit Committee discussed the interim
management letter with the auditor.
In February 2023, the Audit Committee discussed the auditor’s report with the
auditor, as well as the draft Financial Statements. The Audit Committee
discussed, among other topics, the audit approach, key audit matters,
communications, timing, audit fees, composition of the audit team, materiality,
expertise of the individual audit team members, as well as the Annual Report
(including the Financial Statements) and related documents. Particular attention
was paid to key audit matters. The Audit Committee also discussed the quality
of internal risk management and control systems and had a discussion with the
auditor without the Management Board being present. The Audit Committee
reported to the full Supervisory Board and reflected on the discussions with the
auditor in Supervisory Board meetings.
The Audit Committee also discussed the mandatory audit firm rotation as of
financial year 2024 and provided positive advice to engage EY as the new audit
firm. This advice was subsequently taken over by the Supervisory Board.
The selection of EY will be subject to appointment at the AGM 2023.
In 2022, the Supervisory Board discussed and approved several items, such as
the financial results of the Company and related press releases and disclosures,
including the Company’s 2021 Annual Report, the 2022 semi-annual report and
quarterly trading updates. In view of the iFood Transaction, the Supervisory
Board reviewed and approved relevant documentation, including but not
limited to, the shareholder circular.
During the year, the Supervisory Board discussed and approved several items
that were proposed by the Audit Committee and the Remuneration and
Nomination Committee. The reports of the Audit Committee and the
Remuneration and Nomination Committee can be found on page 143 and page
109, respectively.
Portfolio Review
During the financial year, the iFood Transaction was completed. The Supervisory
Board closely supervised the process. As a consequence, additional meetings
were convened.
From time to time, the Management Board updated the Supervisory Board on
portfolio developments including, but not limited to, the discontinuation of
operations in Norway, Portugal and Romania.
The Management Board, together with its advisers, continued to actively
explore the partial or full sale of Grubhub. The Supervisory Board was updated
on the process if and when appropriate.
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Report of the Supervisory Board
Finance
The Supervisory Board reviewed and discussed the periodic (non-) financial
reports of Just Eat Takeaway.com, profit or loss and other comprehensive loss,
changes in equity and cash flows including monitoring of the development of
the KPIs.
At the start of 2022, the Supervisory Board discussed and approved the internal
budget for 2022 and focused on the preparation of the Annual Report 2021,
as well as the supervision of the audit of such report. During another meeting,
the Supervisory Board was updated on Just Eat Takeaway.com’s business and
ongoing projects and discussed the external auditor’s audit plan for 2022 as
presented by Deloitte. Also, the Supervisory Board discussed and approved the
internal budget for 2023 in December 2022.
Risk management and internal control
The Management Board provided updates to the Audit Committee on the
implementation of Just Eat Takeaway.com’s risk management and internal
controls, including the US Sarbanes-Oxley Act of 2002 (‘SOx’) which continues
to apply to the Company, as long as its shares are registered under the US
Securities Exchange Act. It is expected that the Company will file for
deregistration in March 2023 and that the Company, if the deregistration is
completed, no longer has to comply with the Securities and Exchange
Commission (‘SEC’) reporting obligations. As such, an Annual Report on Form
20-F for financial year 2022 will no longer be required.
On 28 February 2023 and 1 March 2023, the Supervisory Board discussed this
Annual Report, including the 2022 Financial Statements. The Managing Directors
have issued the so-called ‘responsibility’ statement required under the
Applicable Laws. All Managing Directors and the Supervisory Directors signed
the Annual Report in accordance with Dutch law. The Supervisory Board is of the
opinion that the Financial Statements meet all requirements for correctness,
completeness, and transparency. The Supervisory Board has approved these
Financial Statements.
The Supervisory Board recommends that the AGM 2023 adopts the 2022
Financial Statements. In addition, the Supervisory Board requests that the AGM
grants discharge to the members of the Management Board in office during the
2022 financial year, for their management of the Company and its affairs during
2022, and to the members of the Supervisory Board in office for their
supervision over said management.
The Supervisory Board concurs with the decision of the Management Board that,
due to the negative net result, no proposal will be submitted to pay a dividend
for 2022.
Internal audit
The duty of the internal auditor, as set out in the internal audit charter is to
assess the design, implementation and the operation or effectiveness of the
internal risk management and control systems.
The internal auditor regularly reports to the Management Board and the Audit
Committee and once a year to the Audit Committee without the CFO being
present. In addition, the sizing and resources of the Internal Audit function will
be evaluated by the Audit Committee in the first quarter of 2023, who will
recommend, if required, any changes to the Supervisory Board.
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Report of the Supervisory Board
In addition, the Supervisory Board considered the strategic objectives when
reviewing the budget for 2023 and continued to challenge the Management
Board in formulating and pursuing its ambitions.
Culture
Culture and governance are important elements for a rapidly growing business
such as Just Eat Takeaway.com, in particular the alignment of Just Eat
Takeaway.com’s strategy, values and culture. Consequently, the Supervisory
Board frequently addressed these items in its meetings and an employee survey
has been issued assessing the culture.
Investor relations
The Investor Relations department kept the Supervisory Board well informed
about, among other things, share price developments, analyst research,
communications with stakeholders, Euronext Amsterdam, London Stock
Exchange and, until March 2022, Nasdaq developments. In view of concerns
raised by certain shareholders, the Vice-Chair was in direct contact with some of
the substantial shareholders. In addition, the Supervisory Board carefully
reviewed and approved the press releases regarding the full- and half-year
results, quarterly trading updates, the announcements of the delisting of the
Company’s ADSs from Nasdaq, the commercial agreement with Amazon,
and the iFood Transaction.
In addition, the Supervisory Board was periodically briefed on the Company’s
assessment of the listing venues. In this context, the Supervisory Board also
supervised the Company in the voluntarily transfer of its listing on the London
Stock Exchange from a premium listing company to a standard listing company
as per 19 December 2022.
The Audit Committee and the Management Board discussed risk management
and the general and financial risks of the business in Audit Committee meetings.
The Chair of the Audit Committee updated the full Supervisory Board
accordingly. The Audit Committee discussed the continuing actions Just Eat
Takeaway.com took to further improve the internal risk management and
control systems. Just Eat Takeaway.com’s Enterprise Risk Management (‘ERM’)
framework is described in the section ‘Risk Management’.
Compliance
In the second quarter of 2022, the Supervisory Board was informed of a formal
complaint regarding Jörg Gerbig relating to possible personal misconduct at a
company event. The Supervisory Board engaged an external expert to conduct
an investigation in observance of the Company’s Speak Up Policy procedures.
On 3 August 2022, following the completion of the external expert
investigation, the Supervisory Board determined that Jörg Gerbig could resume
in his position as Chief Operating Officer of the Company. He was reappointed
as COO at the EGM 2022 on 18 November 2022.
Strategy and long-term value creation
Over the course of 2022, the Supervisory Board focused on Just Eat
Takeaway.com’s strategy and long-term vision. To ensure long-term profitability,
Just Eat Takeaway.com believes it is important to invest in innovations, such as
expanding Just Eat Takeaway.com’s footprint through non-food and other
adjacencies, enhancing the experience for consumers and Partners through
technology, as well as increasing the efficiency of the customer service centre,
and leading the food delivery sector in initiatives on responsible business and
sustainability. The Supervisory Board continued to challenge the Management
Board on implementing Just Eat Takeaway.com’s strategy.
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Report of the Supervisory Board
Stakeholder engagement
The Supervisory Board recognized the importance of engagement with the
Company’s various stakeholders. Through meetings, reports and ongoing
support, the Supervisory Board received guidance and reminders on
stakeholder engagement and decision-making. The Supervisory Board
monitored the extent of the Management Board’s engagement with the
Company’s stakeholders, with material matters shared with the Supervisory
Directors for their views.
General meetings
During the financial year 2022, two general meetings were held:
•
the AGM 2022, which was held on 4 May 2022; and
•
an EGM, held on 18 November 2022. This general meeting was held in
connection with the proposed iFood Transaction, the proposed transfer of
listing and the proposed appointments to the Management Board and
Supervisory Board.
The Supervisory Board was involved in the preparation of both meetings.
In preparation of the AGM 2022, the Supervisory Board evaluated the external
auditor and the audit process and adopted the AGM 2022 agenda.
Corporate governance
Just Eat Takeaway.com is subject to Governance Rules. The Company’s corporate
governance structure is described in the section ‘Governance and Compliance’,
where it also reports on its compliance with such Governance Rules.
The Supervisory Board was kept well informed about developments with
respect to corporate governance during its periodic meetings as well as
informal meetings with the Management Board and the company secretary.
Self-assessment and assessment of the
Management Board
Annually, the Supervisory Board assesses its functioning, including the
functioning of its committees in order to evaluate its performance and identify
opportunities for individual and shared growth, along with any specific training
or educational needs for each member.
The Supervisory Board discussed the evaluation process of the Supervisory
Board and Management Board considering the changes in its composition
during 2022. It was decided in December 2022 to conduct an internal evaluation
via questionnaires. Following the internal evaluation, input received was
discussed in a closed session of the Supervisory Board.
All members had sufficient time available for their duties as Supervisory
Director, as evidenced by prompt responses to e-mails, availability for
unexpected calls and/or meetings and their well-preparedness for and active
participation in meetings. The Supervisory Board has no reason to believe its
functioning causes reason for concern.
The assessment of the Management Board and its individual members in
respect of the previous year was conducted in a similar way. Following the
evaluation, the Chair of the Supervisory Board met with each member of the
Management Board individually to provide direct feedback. This feedback was
based on the input received from the Supervisory Directors. The conclusions
from the self-assessment of the Management Board were also taken into
account.
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Report of the Supervisory Board
Final remarks
Adriaan Nühn regrettably decided not to seek reappointment at the AGM 2022.
Adriaan has served Just Eat Takeaway.com’s shareholders, employees, Partners,
consumers and other stakeholders with great distinction over the last six years.
His efforts for Just Eat Takeaway.com, and also as Chairman of the Supervisory
Board, are tremendously appreciated.
We also wish to thank Gwyn Burr and David Fisher for their valuable membership
of the Supervisory Board.
We are grateful for the invaluable contributions of the Management Board,
senior management, and all employees of Just Eat Takeaway.com worldwide to
expand the Just Eat Takeaway.com brand and organisation.
The Supervisory Board
Dick Boer Corinne Vigreux Ron Teerlink
Chair Vice-Chair
Mieke De Schepper Jambu Palaniappan Lloyd Frink
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Report of the Supervisory Board
Report of the
Remuneration
and Nomination
Committee
In 2022, the Remuneration and Nomination
Committee focused on the search for
nominees to fill the vacancies in the
Supervisory Board. During the last quarter of
2022, the committee also concentrated on
the assessment of the remuneration policy of
the Management Board.
Introduction
The Remuneration and Nomination Committee is pleased to present the report
of the Remuneration and Nomination Committee, which provides a summary of
the Remuneration and Nomination Committee’s role and activities during the
2022 financial year, and key priorities for 2023.
Membership
As per 31 December 2022, the committee comprises three independent
Supervisory Directors, being Corinne Vigreux (Chair), Jambu Palaniappan and
Dick Boer.
Until 4 May 2022, the committee comprised three independent Supervisory
Directors, being Adriaan Nühn, Corinne Vigreux and Gwyn Burr, who acted as
Chair. As a result of Adriaan Nühn and Gwyn Burr stepping down as Supervisory
Directors after the AGM 2022, the committee comprised two independent
Supervisory Directors from 4 May 2022 until 15 December 2022, being Corinne
Vigreux (Chair of the committee) and Jambu Palaniappan (member of the
committee). The Remuneration and Nomination Committee believes that the
effectiveness and proper performance of the committee was still safeguarded
during this period, despite the vacancies in the Supervisory Board,
and consequentially in the Remuneration and Nomination Committee.
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Report of the Remuneration and Nomination Committee
Role and activities
The committee, in its various compositions, met four times during the year.
The CEO was invited to attend these meetings for discussions on specific
agenda items. The key matters addressed during the year are summarised as
follows:
•
The 2021 Remuneration Report;
•
Feedback from the AGM 2022;
•
The Management Board’s long-term incentive and short-term incentive
awards, including performance measures. In particular, the incorporation of
measures on the organisational design of the Just Eat Takeaway.com
leadership team, and a performance condition based on CO2 reductions in
line with our strategic plan;
•
The Supervisory Board tenure and rotation schedule;
•
The composition of the Management Board;
•
The Supervisory Board’s profile, as well as the current composition of the
Supervisory Board;
•
The search for new Supervisory Board members;
•
A review of the Management Board remuneration policy.
Representatives of the remuneration advisor, Korn Ferry, appointed in 2021,
attended some committee meetings and assisted in the preparation of the
meetings it attended, reviewing the remuneration of the Management Board
and assisting in formulating and reviewing the short-term and long-term
incentive awards and performance measures.
In its search for Supervisory Board nominees, the Remuneration and Nomination
Committee was assisted by True Search. The committee members had
numerous meetings with representatives of True Search.
The attendance rate of committee members for its meetings was as follows:
Attendance rate
Corinne Vigreux (Chair) of
Jambu Palaniappan of
Dick Boer of
Adriaan Nühn (former member) of
Gwyn Burr (former Chair) of
The Remuneration and Nomination Committee not only prepared the decision-
making in respect of the remuneration policies and remuneration structure of
Managing Directors, but also prepares - inter alia - the Supervisory Board’s
decision-making regarding the selection criteria and appointment procedures
for Managing Directors and Supervisory Directors and the assessment of the
size and composition of the Management Board and the Supervisory Board.
Profile of the Supervisory Board
In view of the announcement that Gwyn Burr would not be available for
reappointment following her resignation as per the AGM 2022, the committee
reviewed and confirmed the profile of the Supervisory Board in several of its
meetings, and further discussed succession in these meetings. During the
period from 4 May 2022 until 18 November 2022, Corinne Vigreux acted as
interim Chair and Jambu Palaniappan as interim member of the Remuneration
and Nomination Committee. As of 15 December 2022, Corinne Vigreux (Chair),
Jambu Palaniappan and Dick Boer officially became members of the
Remuneration and Nomination Committee.
Further, Adriaan Nühn decided not to seek re-election at the AGM 2022.
Reference is made to the Supervisory Board report.
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Report of the Remuneration and Nomination Committee
Long-Term and Short-Term Incentives
Having reviewed and discussed the Management Board’s KPIs, the
Remuneration and Nomination Committee proposed to the Supervisory Board
to base a non-financial element of the STIP 2022 on the following criteria: (i)
prepare a product roadmap, (ii) maintain or increase the rating on the Glint
engagement score relative with the Glint benchmark, provided that an
insignificant decrease of more than five points compared with the Glint
benchmark shall not adversely affect the target, (iii) improve profitability, (iv)
strengthen the Company’s balance sheet, (v) conclude the Company’s listing
review and (vi) align the country management organisation. The strategic target
that forms part of the LTIP for 2021-2024 and 2022-2025 was advised to be
partially based on the successful implementation of the Company’s ambition to
reduce CO2 emissions by 2030.
Pursuant to the Management Board’s remuneration policy, the performance
indicators for the long- and short-term incentives for the Managing Directors are
set out in further detail in the section Remuneration in 2022. With support from
its external advisor, the Remuneration and Nomination Committee considered
what performance levels were deemed appropriate for both the long and short-
term incentives to ensure that threshold, target and stretch payouts are
sufficiently challenging.
Advisory vote
In accordance with the Applicable Laws, the remuneration report of financial
year 2021 was put to an advisory vote in the AGM 2022. The Remuneration and
Nomination Committee was pleased to see the high level of support it received
from investors at our 2022 AGM with 91.1% voting in favor.
Tenure
The Remuneration and Nomination Committee reviewed the tenure of the
Supervisory Directors and determined that no Supervisory Director has tenure
beyond that which is set out in the Governance Rules. The Remuneration and
Nomination Committee concluded that all members of the Remuneration and
Nomination Committee are independent.
Remuneration policies
In 2022, the Remuneration and Nomination Committee reviewed the
remuneration policies. The Supervisory Board remuneration policy was adopted
in 2020 with due observance of, to the extent practicable, Applicable Laws and
the Governance Rules. No amendments were proposed to the remuneration
policy of the Supervisory Board. In 2022, the Remuneration and Nomination
Committee proposed to amend the remuneration policy of the Management
Board, limited to an update of the metrics applied in the STIP, to incorporate
strategic business priorities and longer-term targets. This allows for a greater
focus on direct financial performance and alignment between the metrics of the
STIP, with the plans applicable for Just Eat Takeaway.com employees.
This proposed change was supported and adopted by the investors at our AGM
2022 with 96.2%.
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Report of the Remuneration and Nomination Committee
Self-assessment
Annually, the Remuneration and Nomination Committee assesses its functioning
in order to evaluate its performance and identify opportunities for individual
and shared growth, along with any specific training or educational needs for
each member. The Remuneration and Nomination Committee reviewed its
functioning as part of the annual evaluation of the Supervisory Board. Having
completed an evaluation form, the feedback was discussed in a Supervisory
Board meeting without the presence of the Management Board. The meeting
concluded that the individual members are well aware of their responsibility in
fulfilling its duties. The Remuneration and Nomination Committee is operating
effectively.
The Remuneration and Nomination Committee
Corinne Vigreux Jambu Palaniappan Dick Boer
Chair
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Report of the Remuneration and Nomination Committee
Remuneration
in 2022
Remuneration packages
Compensation package Management Board
The remuneration policy, which has been amended with regard to the
targets of the STIP as per 1 January 2022, is aimed at attracting,
motivating and retaining highly qualified Managing Directors and
rewarding them with a balanced and competitive remuneration
package. The policy has been developed mindful of the external
environment in which the Company operates, the requirements of the
Dutch Corporate Governance Code (‘DCGC’), as well as the
implementation of the Shareholder Rights Directive II in the
Netherlands. It considers scenario analyses, internal pay differentials
and the (non-)financial performance indicators relevant to the long-term
objectives of the Company, hereby focusing on sustainable results and
alignment with the Company’s strategy. To the extent practicable,
the requirements of the UK Corporate Governance Code (‘UKCGC’) are
reflected. The remuneration policy supports both short- and long-term
objectives, with the emphasis on long-term value creation for the
Company and its stakeholders. The remuneration policy is felt to be
appropriate to support the long-term success of the Company, while
ensuring that it does not promote inappropriate risk taking.
The Supervisory Board proposed to keep the design of the policy as
simple and transparent as possible.
The remuneration of the Managing Directors consists of the following
elements: (i) fixed annual base fee (or “base fee”); (ii) benefits; (iii)
pension; (iv) STIP; (v) LTIP consisting of conditional performance shares;
and (vi) shareholding guidelines.
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Remuneration in 2022
Benefits
The Managing Directors are entitled to customary fringe benefits, such as
expense allowances, reimbursement of costs incurred and a company car.
In 2022, the Managing Directors received a company car or allowance,
a working-from-home allowance (from January 2022 until 30 April 2022),
and JET Pay. In accordance with local practice, Andrew Kenny was also granted a
family health insurance.
Pension
The Managing Directors receive an annual cash allowance to participate in a
pension scheme or obtain pension insurance and to obtain insurance for
disability to work. The allowance amounts to €50,000 per year per Managing
Director. No Managing Director participates in a collective pension scheme.
Short-term incentive plan
To motivate Managing Directors and incentivise delivery of performance over a
one-year operating cycle, focusing on the short- or medium-term elements of
the Company’s strategic aims, the remuneration includes variable remuneration
in the form of an STI, which will be delivered partly in cash and, if applicable,
partly as a deferred award of shares.
Any STIP outcome achieved above the target pay-out level of 75% of base fee
will be delivered as a deferred award of shares, with the period of deferral being
three years with one-third of the amounts deferred vesting and being capable
of release at each anniversary of the making of the deferred award. The vested
awards will be subject to a further holding period of two years during which
time awards may not normally be sold, except to pay tax on vesting. Deferred
shares are no longer contingent on performance conditions nor future
engagement.
The fixed remuneration (on an annual basis) of the individual Managing
Directors, as included in the remuneration policy, is set out in the following
table:
€’000
J. Groen
CEO
B. Wissink
CFO
J. Gerbig
2
COO
A. Kenny
1
CCO
2022
Fixed remuneration
Base fee ,
Benefits
Pension allowance
Total fixed remuneration ,
1
Andrew Kenny’s remuneration expense is disclosed starting from 1 December 2022, the date of his appointment as
member of the Management Board.
2
Jörg Gerbig’s remuneration expense is disclosed for the full year.
The compensation package for the Management Board during 2022 consisted of
the following fixed and variable components, which are discussed in more detail
below:
•
Fixed annual base fee;
•
Benefits;
•
Pension;
•
STIP; and
•
LTIP consisting of conditional performance share options
Base fee
The base fee of the Managing Directors is a fixed-cash compensation paid
monthly. In accordance with the remuneration policy, the base fee was
increased by 2.7 (rounded) % as per 1 January 2022. This increase was guided
by an increase for the broader employee population of Just Eat Takeaway.com
due to inflation but was capped to the Dutch retail price index inflation.
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Remuneration in 2022
The Supervisory Board, at its sole discretion, will decide if and to what extent
grants are made to individual Managing Directors. Grants shall be determined
on the basis of a consistent granting policy and set as a percentage of the base
fee of the relevant Managing Director.
In order to mitigate dilution, the Company may repurchase shares to cover the
awards granted, effectively with the result that no new shares have to be issued
when vested options are exercised or awards vest.
Compensation package Supervisory Board
The Company’s remuneration policy for the Supervisory Board was adopted at
the AGM 2020 and remained unchanged since then.
The main objective of the Supervisory Board remuneration policy is to attract
and retain Supervisory Directors, taking into account the nature of the
Company’s business, the Supervisory Board’s activities and the desired
expertise, experience and independence of the Supervisory Directors, as set
out in the profile of the Supervisory Board. The remuneration policy for the
Supervisory Board aims to reward Supervisory Directors to utilise their
expertise and experience to the maximum extent possible, to execute the
responsibilities assigned to them including but not limited to the responsibilities
imposed by the Dutch Civil Code, the Articles of Association and the DCGC and,
to the extent practicable, the UKCGC. The fees payable to the Supervisory
Directors are determined by the Supervisory Board. The fees payable to the
Chair of the Supervisory Board are determined by the Remuneration and
Nomination Committee. All fees are subject to periodic review. Pursuant to the
remuneration policy for the Supervisory Board, the remuneration of the
Supervisory Directors consists of the following elements: (i) fixed fee and
Performance for the STIP is measured over each financial year against stretching
targets set by the Supervisory Board at the beginning of the year, based on the
budget and taking into account the strategic aspirations. The maximum level of
the STIP outcome for a Managing Director is 150% of base fee per year.
Long-term incentive plan
To motivate and incentivise delivery of sustained performance over the long-
term, and to promote alignment with shareholders’ interests, the remuneration
includes variable remuneration in the form of an LTIP. Awards under the LTIP may
be granted in the form of conditional nil-cost options, awards or forfeitable
shares which vest to the extent that performance conditions are satisfied over a
period of at least three years.
Under the LTIP rules, vested awards may also be settled in cash (although this
will typically be the case only if required to comply with non-Dutch and non-UK
legal constraints). Vested awards for Managing Directors will be subject to a
further holding period of two years during which time awards may not normally
be exercised or sold, except to pay tax on vesting, but are no longer contingent
on performance conditions nor future engagement.
Performance is measured over a period of three financial years against
stretching targets set at the beginning of the performance period. After three
years, vesting is determined by the Supervisory Board.
The target award level is 100% of base fee for the CEO and other Managing
Directors, with a maximum of 200% of the target award payable for achieving
stretch performance goals. The number of conditionally granted shares is 100%
of the base fee divided by the share price average of the five-day period after
the AGM. The formal limit under the LTIP allows vesting of 200% of the target
level.
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Remuneration in 2022
Travel fee
Supervisory Board members living outside of the Netherlands also receive a
travel fee to compensate for the additional time commitment due to travelling
(when meetings are held outside their country of residence). The travel fee has
been set at €2,000 for continental travel (per meeting) and at €4,000 for
intercontinental travel (per meeting).
Total remuneration
The total remuneration due to the individual Managing Directors, as well as the
individual Supervisory Directors for the financial year 2022, is set out below,
compared with 2021. With regard to each Managing Director the table provides
for the different components of their remuneration.
The following table gives an overview of the expenses incurred by the Company
in 2022 and 2021 in relation to the remuneration of the Management Board.
These expenses are recognised by the Company over a number of years and are
measured in accordance with the requirements set forth under IFRS. Therefore,
the costs for share (option) awards do not reflect the market value of these
awards at grant date or at the vesting date.
committee fee; (ii) a market supplement and (iii) travel fee. There are no
amounts reserved or accrued by the Company to provide pension, benefit,
retirement or similar benefits for current Supervisory Directors.
In addition, actual incurred costs are reimbursed. The remuneration for
Supervisory Directors is not dependent on the results of the Company.
The Company did not provide any loans, advances, guarantees, shares or
options to its Supervisory Directors.
Fixed fee and committee fee
The fixed fee for the Chair of the Supervisory Board has been set at €95,000,
for the Vice-Chair of the Supervisory Board at €70,000 and for each other
Supervisory Director at €60,000. The committee fee for the Chair of a
committee has been set at €15,000 and for other committee members at
€7,500.
Market supplement
In order to take into account fee level differences between the UK and the
Netherlands, to accommodate onboarding from legacy Just Eat and legacy
Takeaway.com within the Company and to reflect the additional complexity and
time spent as a result of the context of being a Dutch incorporated company
with a two-tier board structure, listed in the Netherlands and the United
Kingdom, a market supplement for the Chair of the Supervisory Board has been
set at €25,000, for the Vice-Chair of the Supervisory Board at €20,000 and for
other Supervisory Directors at €15,000.
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Just Eat Takeaway.com Annual Report 2022
Remuneration in 2022
In 2022, €4 million was charged to the Company for remuneration of the current
Managing Directors, including pension allowance and long-term incentive costs.
The total costs for the deferred shares issued under the STIP 2020 and the costs
for the LTIP are recognised by the Company over a number of years and are
measured in accordance with the requirements set forth under IFRS.
No deferred shares were granted under the STIP 2021. No loans, advances or
guarantees were granted to the Managing Directors in 2022.
Fixed remuneration Variable remuneration
Reporting
period
Base fee Pension
allowance
Benefits One-year
variable
Multi-year
variable
Total
remun eration
Proportion of
fixed and variable
remuneration
J. Groen – CEO , % / %
, % / %
B. Wissink – CFO , % / %
, % / %
J. Gerbig
2
– COO , % / %
, % / %
A. Kenny
1
– CCO % / %
n/a n/a n/a n/a n/a n/a n/a
1
Andrew Kenny’s remuneration expense is disclosed starting from 1 December 2022, the date of his appointment as member of the Management Board. The expenses include benefits and share-based payments that were awarded to him as
Managing Director of the UK business and are not part of the Management Board remuneration policy. Mr. Kenny received a total cash payment of €498 thousand in December 2022 and January 2023 in relation to a bonus granted prior to his
appointment.
2
Jörg Gerbig’s remuneration expense is disclosed for the full year.
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Remuneration in 2022
The following table gives an overview of the fees and expenses incurred by the Company in 2022 and 2021 in relation to the remuneration of the Supervisory Board.
Name of Director, position
Reporting period Fixed Fee Market
supplement
Committee fees Travel fee Expenses Total
remuneration
D. Boer - Chair Supervisory Board
- -
n/a n/a n/a n/a n/a n/a
C. Vigreux – Vice-Chair Supervisory Board
- -
-
R. Teerlink – Supervisory Board member
- -
-
J. Palaniappan – Supervisory Board member
-
-
-
L. Frink – Supervisory Board member
-
-
-
-
M. De Schepper – Supervisory Board member
- -
n/a n/a n/a n/a n/a n/a
A. Nühn – (Former) Chair Supervisory Board
- -
-
-
G. Burr – (Former) Supervisory Board member
-
-
-
D. Fisher – (Former) Supervisory Board member
-
For any committee memberships of Supervisory Directors and their roles,
please see ‘Report of the Audit Committee‘ and ‘Report of the Remuneration
and Nomination Committee’. In the period from 4 May 2022 up to and including
18 November 2022, Ms. Corinne Vigreux acted as interim Chair of the
Supervisory Board and therefore received the base fee for the Chair during this
period.
In 2022, €603 thousand was charged to the Company for remuneration of the
current Supervisory Directors, including the yearly fixed and other fees.
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Remuneration in 2022
General overview of STIP
The remuneration of the Managing Directors consists of a variable remuneration
in the form of STI, which will be delivered partly in cash and partly as a deferred
award of shares in the Company to the extent the STIP outcome achieved is
above the target pay-out level of 75% of the base salary. The targets for the STIP
2022 are as follows:
Target Relative weight
Gross Transaction Value growth vs previous year to reach 14% %
Number of Active Consumers to reach 103 million %
Adjusted EBITDA as % of GTV to reach -0.47% %
Certain personal / non-financial measures %
Based on the STIP outcome for 2022, the Supervisory Board - following the
recommendation of the Remuneration and Nomination Committee - has
resolved that a cash amount will be awarded in the value of 75% of base fee to
the CEO, CFO and COO. In addition, it was resolved that a deferred award of a
number of shares in the value of €37 thousand for Jitse Groen and €35 thousand
for Brent Wissink and Jörg Gerbig, respectively, will be made. The CCO, Andrew
Kenny, is not eligible under the STIP 2022 as he only joined the Management
Board as per 1 December 2022.
The exact number of the deferred awards will be determined based on the
five-day average closing price after the AGM 2023. The grant will subject to a
period of deferral of three years with one-third of the amounts deferred vesting
and being capable of release at each anniversary of the making of the deferred
award. The vested awards will be subject to a further two-year holding period.
As per the grant of the deferred awards, no further performance conditions nor
future service conditions will apply.
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Remuneration in 2022
General overview of LTIPs
The remuneration of the Managing Directors consists of a variable remuneration
in the form of LTIPs, which includes the annual grant of conditional performance
options. The table below contains information on the number of conditional
share options granted to each Managing Director under the LTIP 2020-2023,
LTIP 2021-2024 and LTIP 2022-2025. In addition, we provide further information
about the applicable performance conditions per LTIP.
The conditional performance options granted as per 31 December 2016 (‘LTIP
2017-2019’) vested on 31 December 2019, the conditional performance options
granted as per 31 December 2017 (‘LTIP 2018-2020’) vested on 31 December
2020 and the conditional performance options granted as per 31 December
2018 (‘LTIP 2019-2021’) vested on 31 December 2021. As per 31 December 2022,
10,477 vested options under the LTIP 2017-2019 have been exercised.
Name of Managing
Director, Position
The main conditions of share option plans Information regarding the reported financial year
Opening
balance
During the period Closing balance
Specifi cation Perfor-
mance
period
Award
date
Vesting
date
End of
holding
period
Exercise
period
Strike
price of
the share
(€)
Share
options
awarded
at the
beginning
of the year
Share
options
awarded
Market
value of
share
options
awarded
(€)
1
Share
options
vested
Market
value of
share
options
vested
(€)
1
Share
options
subject to
a perfor-
mance
condition
Share
options
awarded
and
unvested
Share
options
subject to
a holding
period
J. Groen CEO LTIP
-
-
-
-
-
-
-
-
-
-
to
-
-
-
, ,
- -
, ,
-
LTIP
-
-
-
-
-
-
-
-
-
-
to
-
-
-
,
-
-
- -
, ,
-
LTIP
-
-
-
-
-
-
-
-
-
-
to
-
-
-
-
, ,
- -
, ,
-
B. Wissink CFO LTIP
-
-
-
-
-
-
-
-
-
-
to
-
-
-
, ,
- -
, ,
-
LTIP
-
-
-
-
-
-
-
-
-
-
to
-
-
-
,
-
-
- -
, ,
-
LTIP
-
-
-
-
-
-
-
-
-
-
to
-
-
-
-
, ,
- -
, ,
-
J. Gerbig COO LTIP
-
-
-
-
-
-
-
-
-
-
to
-
-
-
, ,
- -
, ,
-
LTIP
-
-
-
-
-
-
-
-
-
-
to
-
-
-
,
-
-
- -
, ,
-
LTIP
-
-
-
-
-
-
-
-
-
-
to
-
-
-
-
, ,
- -
, ,
-
1
The market value as included in this column represents the market value of the underlying shares based on the share price at the date of the award / at the date of vesting.
As per 31 December 2022, no grants under the LTIP have been made to Andrew Kenny. Any grants made and awards obtained under employee share plans will – in
accordance with the relevant plan rules - continue to vest or be exercisable while Andrew Kenny serves as a Managing Director.
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Remuneration in 2022
LTIP 2020-2023
Conditional performance awards granted as per 21 May 2020 and expected to
vest on 21 May 2023 are referred to as the LTIP 2020-2023. The performance
period for the LTIP 2020-2023 ended on 31 December 2022.
The targets for the vesting of the conditional performance options granted
under the LTIP 2020-2023 and their relative weight were as follows:
Targets Relative weight
Full-year revenue growth (2020: 35%; 2021: 20%; 2022: 20%) .%
Relative Total Shareholder Return (TSR)
1
.%
Strategic Target
2
%
1
The TSR condition compares the TSR performance of the Company to the TSR performance of each of the
constituents of the relevant index (AEX, FTSE 100 and NASDAQ 100) over a period of three years from the beginning
of the performance period. The percentile ranking within the index constituents determines the vesting level.
2
Successful integration: the successful integration will have occurred if by the end of the performance period the
number of platforms for the combined Just Eat Takeaway.com group does not exceed three, not taking into
account any platforms that were acquired after completion of the Just Eat Takeaway.com combination.
Application of the LTIP 2020-2023 as per 21 May 2020 resulted in the granting to
the Managing Directors of a total of 14,233 conditional nil-cost performance
awards. The number of awards is 100% of the base fee divided by the share
price average of the five-day period after the 2020 AGM. Minimum vesting is
0% of the target award level and the formal limit under the LTIP 2020-2023
allows vesting of 200% of the target award level.
These conditional performance options are, subject to the adoption of the
Annual Report 2022 by the AGM, expected to vest at 112.5% as per 21 May 2023,
based on the continued employment and the achievement of the targets set by
the Supervisory Board, resulting in the vesting of 5,532 options to Jitse Groen
and 5,240 options to Brent Wissink and Jörg Gerbig, respectively.
LTIP 2021-2024
Conditional performance awards granted as per 19 May 2021 and expected to
vest on 19 May 2024 are referred to as the LTIP 2021-2024.
The targets set by the Supervisory Board are determined based on full-year
revenue growth (37.5%), relative TSR (37.5%) and a strategic target (25%).
The awards have been granted in the form of nil-cost conditional performance
options, which will vest if Just Eat Takeaway.com’s business develops in
accordance with and in the direction of the medium-term targets as determined
by the Supervisory Board.
The targets to be used for the vesting of the awards granted under the LTIP
2021-2024, as well as the achieved performance respectively, are generally
considered competitively sensitive and will therefore be published in the Annual
Report after the relevant performance period. However, the vesting of the LTIP
2021-2024 partially depends on the achievement of a strategic target on the
reduction of Just Eat Takeaway.com’s carbon emissions in scope 1 and 2 in
accordance with the goals set out in the section ‘Our Responsible Business and
Sustainability Approach’.
Application of the LTIP 2021-2024 as per 19 May 2021 resulted in the granting to
the Managing Directors of a total of 19,075 conditional performance nil-cost
awards. The number of awards is 100% of base fee divided by the share price
average of the five-day period after the 2021 AGM. Minimum vesting is 0% of
the target award level and the formal limit under the LTIP 2021-2024 allows
vesting of 200% of the target award level.
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Remuneration in 2022
LTIP 2022-2025
Conditional performance awards granted as per 12 May 2022 and expected to
vest on 12 May 2025 are referred to as the LTIP 2022-2025.
The targets set by the Supervisory Board are determined based on full-year
revenue growth (37.5%), relative TSR (37.5%) and a strategic target (25%).
The awards have been granted in the form of nil-cost conditional performance
options, which will vest if Just Eat Takeaway.com’s business develops in
accordance with and in the direction of the medium-term targets as determined
by the Supervisory Board.
The targets to be used for the vesting of the awards granted under the LTIP
2022-2025 as well as the achieved performance respectively are generally
considered competitively sensitive and will therefore be published in the Annual
Report after the relevant performance period. However, the vesting of the LTIP
2022-2025 partially depends on the achievement of a strategic target on the
reduction of Just Eat Takeaway.com’s carbon emissions in scope 1 and 2 in
accordance with the goals set out in the section ‘Our Responsible Business and
Sustainability Approach’.
Application of the LTIP 2022-2025 as per 12 May 2022 resulted in the granting to
the Managing Directors of a total of 71,903 conditional performance nil-cost
awards. The number of awards is 100% of base fee divided by the share price
average of the five-day period after the AGM 2022. Minimum vesting is 0% of
the target award level and the formal limit under the LTIP 2022-2025 allows
vesting of 200% of the target award level.
Clawback
In line with Dutch law and the DCGC, the variable remuneration of a Managing
Director may be reduced or (partly) recovered if certain circumstances apply.
In 2022, no variable remuneration was reclaimed from any Managing Director.
Compensation packages’ compliance with
remuneration policy
The remuneration granted to the individual Managing Directors in 2022 is
compliant with the remuneration policy.
In 2022, no deviations from the procedure for the implementation of the
remuneration policy for any Managing Director were made and no derogations
itself have been applied.
The remuneration granted to the individual Supervisory Directors in 2022 is
compliant with the remuneration policy, with one exception. Adriaan Nühn
received his remuneration in accordance with the remuneration policy up to and
including 4 May 2022. Due to the substantial work in the first months of the
year, including eight additional Supervisory Board meetings, the Company
agreed with Adriaan Nühn that he would retain the fees previously charged for
his expected services in the first half of 2022.
Pay ratios within Just Eat Takeaway.com and annual
change
The pay ratio from our CEO relative to the average pay of all employees,
employed by Just Eat Takeaway.com, was twenty-two to one in 2022 (2021:
nineteen to one). As a comparison, the pay ratio from our CFO and COO relative
to the average pay of all our employees was twenty to one in 2022 (2021:
eighteen to one). These ratios are based upon total staff cost per average FTE in
the year. This calculation includes the full total compensation and benefits,
such as pension schemes and share-based payments, payable to the CEO -
respectively the CFO and COO - and our employees.
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Remuneration in 2022
The pay ratio was calculated between the total annual remuneration of the CEO,
CFO and COO as applicable, and the average annual remuneration of the
employees in which (a) the total annual remuneration of the CEO, CFO and COO
includes all remuneration components listed under ‘Compensation Package
Management Board’ above; (b) the average annual remuneration of employees
is the total wage costs divided by the average number of FTEs during the year;
and (c) the value of the share-based remuneration is determined in accordance
with IFRS.
As expected, the pay ratio increases over time, driven by the growth of the
number of couriers and customer service agents employed. However, it is
important for us to continuously monitor the ratio between the highest and the
average paid persons within Just Eat Takeaway.com.
Annual change
2018 vs
2017
2019 vs
2018
2020 vs
2019
2021 vs
2020
2022 vs
2021
Information regarding the reported financial year
J. Groen – CEO % % % (%) %
B. Wissink – CFO % % % (%) %
J. Gerbig – COO % % % (%) %
A. Kenny – CCO n/a n/a n/a n/a n/a
Company performance
Revenue % % % % %
Adjusted EBITDA % % % (%) %
Orders % % % % (%)
Average remuneration on a full-time equivalent basis of employees
Employees of Just Eat
Takeaway.com (%) % % (%) %
The table above contains an overview over the past five years.
Share ownership
Share ownership members of the Management Board
As of 31 December 2022, the Managing Directors held shares in the Company as
set out below.
Numbers of shares held
J. Groen
CEO
1
1
B. Wissink
CFO
J. Gerbig
COO
1
A. Kenny
CCO
2
Numbers of shares held as at
31 December 2022 ,, , , ,
1
Shares are held indirectly
2
Depositary receipts on shares with no voting rights
In addition to the shareholdings described above, on 1 January 2023, the second
tranche of the STIP 2020 awards vested. As a consequence of the vesting 1,561
shares were delivered to Jitse Groen and – after the relevant sell-to-cover
transaction - 746 shares were delivered to Brent Wissink and Jörg Gerbig,
respectively.
Share ownership members of the Supervisory Board
David Fisher and Lloyd Frink held securities in Grubhub prior to the Grubhub
Acquisition, which were rolled over into securities in the Company. As of
31 December 2022, David Fisher held 20,330 ADSs and 31,530 vested options,
which upon exercise can be settled in 31,530 ordinary shares or 157,650 ADSs.
As per the same date, Lloyd Frink held 282,354 ADSs and 37,168 vested options,
which upon exercise can be settled in 37,168 ordinary shares or 185,840 ADSs.
As per 31 December 2022, no other Supervisory Board members held securities
in the Company.
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Remuneration in 2022
Payments by participating interests
Other than set out below, during 2022, no remuneration for members of the
Management Board has been made at the account of any participating interest
of the Company.
Severance arrangements
Contractual severance arrangements of the Managing Directors provide for
compensation for the loss of income resulting from a non-voluntary termination
of employment. In that situation, the severance package is equal to the sum of
the six-month gross fixed base fee of the respective Managing Director.
The contractual severance arrangements are compliant with the DCGC. There
are no contractual arrangements in place for compensation for Managing
Directors for non-voluntary termination of service in case of a take-over bid of
the Company.
During 2022, no severance payments were made by the Company to members
of the Management Board and the Supervisory Board.
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Remuneration in 2022
Governance and
Compliance
General
This section of the management report sets out the governance structure of
Just Eat Takeaway.com N.V., a company organised under Dutch law,
as embedded in the Company’s Articles of Association, Charter of the
Management Board and Charter of the Supervisory Board, each as per
31 December 2022. As a result of the changes in the Company’s listing venues
set out in ‘Our Shareholders’, as of 31 December 2022, its shares are traded on
Euronext Amsterdam, its CDIs are traded on the London Stock Exchange and its
ADSs are traded on the OTC Markets via a sponsored Level I Program.
Information about our current Articles of Association, Charter of the
Management Board, and Charter of the Supervisory Board can be found on the
Company’s corporate website.
The Company has a two-tier board structure, consisting of a Management Board
and a Supervisory Board, who are collectively responsible for the corporate
governance structure of Just Eat Takeaway.com. The Company complied with
the Applicable Laws and Governance Rules, subject to the deviations as
described in this section under ‘Compliance with the Governance Rules’.
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Governance and Compliance
As of 31 December 2022, the Management Board consisted of four Managing
Directors: the CEO, the CFO, the COO, and the CCO.
Managing Directors are appointed by the General Meeting. If a Managing
Director is to be appointed, the Supervisory Board will make a binding
nomination. The nomination must be included in the notice of the General
Meeting at which the appointment will be considered. If no nomination has
been made by the Supervisory Board within 60 days after a request by the
Management Board, this must be stated in the notice and the Management
Board will make a non-binding nomination. If no such nomination has been
made by the Management Board, this must also be stated in the notice and the
General Meeting may appoint a Managing Director at its discretion.
The General Meeting can vote to disregard the binding nomination of the
Supervisory Board, provided that such vote is passed by an absolute majority
that represents at least one-third (1/3) of the issued share capital of the
Company. If the General Meeting votes to disregard the binding nomination of
the Supervisory Board, a new General Meeting will be convened, and the
Supervisory Board will make a new binding nomination. For the avoidance of
doubt, a second General Meeting as referred to in Dutch law cannot be
convened in respect hereof.
The Supervisory Board may propose the suspension or dismissal of a Managing
Director to the General Meeting. If this is the case, the resolution is adopted by
an absolute majority without a quorum required. In all other cases, the General
Meeting may only suspend or dismiss a Managing Director with an absolute
majority of the votes cast, representing more than one third (1/3) of the issued
share capital.
The Supervisory Board may also at any time suspend (but not dismiss) a
Managing Director. A General Meeting must be held within three months after
the suspension of a Managing Director has taken effect, during which a
Management Board
Powers, responsibilities and functioning
The Management Board’s responsibilities include, among other things, defining
and attaining Just Eat Takeaway.com’s objectives, determining our strategy and
risk management policy, and day-to-day management of Just Eat
Takeaway.com’s operations, subject to the supervision of the Supervisory Board.
In performing its duties, the Management Board is guided by the interests of
the Company, Just Eat Takeaway.com and its business. The Management Board
must establish a position on the relevance of long-term value creation for the
Company and its business and take into account relevant stakeholder interests
(including our shareholders). The Management Board conducts an annual
performance review to identify any specific training or educational needs for
each member.
The Management Board shall provide the Supervisory Board in good time with
all information necessary for the exercise of the duties of the Supervisory Board.
The Management Board is required to inform the Supervisory Board in writing of
the main features of the strategic policy, the general and financial risks, and the
management and control systems of the Company, at least once per year.
The Management Board must submit certain important decisions to the
Supervisory Board and/or the General Meeting for their approval, as described
in more detail below.
Composition, appointment and removal
The Articles of Association and the Charter of the Management Board provide
that the Management Board shall have two or more members and that the
Supervisory Board will determine the exact number of Managing Directors.
One of the Managing Directors shall be appointed as CEO and one as CFO.
The Supervisory Board may grant other titles to other Managing Directors,
if appointed.
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Governance and Compliance
Employment, Service and Severance Agreements
The four Managing Directors each are bound by a management service
agreement with the Company. The terms and conditions of these service
agreements are governed by Dutch law. The contractual severance
arrangements of the Managing Directors provide for compensation for the loss
of income resulting from a non-voluntary termination of service. In that
situation, the gross severance payment is equal to the sum of the six-month
gross fixed base fee of the respective Managing Director.
Meetings and decisions
The Management Board shall meet whenever requested by a Managing Director.
Pursuant to the Charter of the Management Board, the Managing Directors shall
endeavour to achieve that Management Board resolutions are adopted
unanimously as much as possible. Where unanimity cannot be reached and
Dutch law, the Articles of Association or the Charter of the Management Board
do not prescribe a larger majority, resolutions of the Management Board are
adopted by an absolute majority of the votes cast. In case of a tie in votes,
the resolution will be adopted by the Supervisory Board, unless there are more
than two Managing Directors entitled to vote, in which case the CEO shall have a
casting vote.
Management Board decisions can also be adopted without holding a meeting,
provided those resolutions are adopted in writing or in a reproducible manner
by electronic means of communication and all Managing Directors entitled to
vote have consented to adopting the resolutions outside a meeting.
Resolutions of the Management Board regarding a significant change in the
identity or nature of the Company or its business require the approval of the
Supervisory Board and of shareholders in a General Meeting.
resolution must be adopted to either terminate or extend the suspension for a
maximum period of another three months, taking into account the majority and
quorum requirements described above. The suspended Managing Director must
be given the opportunity to account for his or her actions at that meeting. If no
such resolution is adopted, or the General Meeting has not resolved to dismiss
the Managing Director, the suspension will cease after the period of suspension
has expired.
Term of appointment
A Managing Director shall be appointed for a term up to, at the latest, the end of
the AGM held in the year following the year of appointment. However, the term
of appointment of a Managing Director shall not end for as long as such
resignation would result in no Managing Director being in office.
Jitse Groen and Brent Wissink were reappointed as the CEO and CFO,
respectively, at the AGM on 4 May 2022.
On 4 May 2022, the Company announced the withdrawal of the voting item to
reappoint Jörg Gerbig as Management Board member from the agenda of the
AGM 2022. At the time, the Company initiated an investigation into a formal
complaint under the Company’s Speak-Up Policy. The external expert
investigation was concluded in August 2022 and based on the outcome,
the Supervisory Board determined that Jörg Gerbig could continue in his
position as COO of the Company. Jörg Gerbig was reappointed as COO at the
EGM 2022 on 18 November 2022. In the same EGM, Andrew Kenny was
appointed as CCO, which appointment became effective as per 1 December
2022.
The re-election of the current Managing Directors will be proposed at the AGM
2023.
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Governance and Compliance
The Managing Director who has a (potential) conflict of interest shall not
participate in discussions and decision-making on a subject or transaction in
relation to which he has a conflict of interest with the Company.
When the conflict relates to the CEO, the relevant resolution can be adopted
without the CEO’s vote. Decisions to enter into transactions in which there are
conflicts of interest with one or more Managing Directors require the approval
of the Supervisory Board if they are of material significance to the Company or
to the relevant Managing Directors.
During 2022, no such conflicts of interest were reported.
Maximum number of supervisory positions of
Managing Directors
In accordance with Dutch law, restrictions apply to the overall number of
supervisory positions that a Managing Director or Supervisory Director of
certain listed companies may hold.
A person cannot be appointed as a managing or executive director of a ‘large
Dutch company’ if he/she already holds a supervisory position at more than two
other ‘large Dutch companies’ or if he/she is the Chair of the supervisory board
or one-tier board of another ‘large Dutch company’. Also, a person cannot be
appointed as a supervisory director or non-executive director of a ‘large Dutch
company’ if he/she already holds a supervisory position at five or more other
‘large Dutch companies’, whereby the position of Chair of the supervisory board
or one-tier board of another ‘large Dutch company’ is counted twice.
As per 31 December 2022, the Company met the criteria of a large Dutch
company and all Managing Directors complied with these rules under Dutch law.
Pursuant to the Articles of Association and the Charter of the Management
Board, the Management Board shall obtain the approval of the Supervisory
Board for a number of resolutions which concern, among others:
•
the operational and financial objectives of Just Eat Takeaway.com;
•
the strategy designed to achieve those objectives;
•
the parameters to be applied in relation to the strategy, for example in
respect of the financial ratios;
•
the aspects of corporate social responsibility relevant to the activities of
Just Eat Takeaway.com;
•
the issue or grant of rights to subscribe for and acquisition of shares in the
capital of the Company;
•
entering into credit facilities and/or loan agreements or obligations of any
kind or nature, in each case if the relevant principal amount exceeds €100
million;
•
a proposal to amend the Articles of Association or the Charter of the
Management Board;
•
a proposal to dissolve the Company;
•
an application for bankruptcy or for suspension of payments;
•
the termination of the employment of a substantial number of employees
of Just Eat Takeaway.com at the same time or within a short period of time.
Conflict of interest
Managing Directors must report any (potential) conflict of interest to the Chair
of the Supervisory Board and the other members of the Management Board
immediately. The Supervisory Board shall decide whether a conflict of interest
exists.
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Governance and Compliance
The General Meeting may at any time overrule the binding nomination by an
absolute majority of the votes cast, representing more than one third (1/3) of
the issued share capital. Should the General Meeting overrule the binding
nomination, a new meeting shall be convened and the party who made the
initial binding nomination shall make a new binding nomination. A second
General Meeting as referred to under Dutch law cannot be convened in respect
hereof.
The nomination must be included in the notice of the General Meeting at which
the appointment will be considered. If a nomination has not been made,
this must be stated in the notice of the General Meeting and the General
Meeting may appoint a Supervisory Director at its discretion.
The Supervisory Board has drawn up a profile for its size and composition,
taking into account the nature of Just Eat Takeaway.com’s business activities and
addressing:
i. the desired expertise and background of the Supervisory Directors;
ii. the desired diverse composition of the Supervisory Board;
iii. the size of the Supervisory Board; and
iv. the independence of the Supervisory Directors.
The profile of the Supervisory Board can be found on the Company’s corporate
website.
The Supervisory Board may propose to the General Meeting to suspend or
dismiss a Supervisory Director. If this is the case, the resolution is adopted by an
absolute majority without a quorum required. In all other cases, the General
Meeting may only suspend or dismiss a Supervisory Director with an absolute
majority of the votes cast, representing more than one third (1/3) of the issued
ordinary share capital.
Supervisory Board
Powers, responsibilities and functioning
The Supervisory Board supervises the policies created and rolled out by the
Management Board and the general affairs of the Company and its business
enterprise. In so doing, the Supervisory Board also focuses on the effectiveness
of Just Eat Takeaway.com’s internal risk management and control systems and
the integrity and quality of the financial reporting. The Supervisory Board also
provides advice to the Management Board. In performing its duties,
the Supervisory Directors are required to be guided by the interests of the
Company and its business enterprise, taking into consideration the interests of
Just Eat Takeaway.com’s stakeholders. The Supervisory Board must also observe
the responsible business issues that are relevant to the Company.
Composition, appointment and removal
The Articles of Association provide that the Supervisory Board shall consist of at
least three Supervisory Directors, with the exact number of Supervisory
Directors to be determined by the Supervisory Board. Only natural persons (not
legal entities) may be appointed. The General Meeting appoints the Supervisory
Directors upon a binding nomination by the Supervisory Board.
The Articles of Association also stipulate that one Supervisory Director shall be
appointed upon a binding nomination by Gribhold until the date it becomes
public information by means of the AFM Register that Gribhold holds less than
10% of the Company’s issued share capital. As per 15 June 2021, Gribhold no
longer has the right to provide the binding nomination for the appointment of a
Supervisory Director.
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Governance and Compliance
A General Meeting must be held within three months after suspension of a
Supervisory Director has taken effect, in which meeting a resolution must be
adopted to either terminate or extend the suspension for a maximum period of
another two months. The suspended Supervisory Director must be given the
opportunity to account for his or her actions at that meeting. If neither such
resolution is adopted nor the General Meeting has resolved to dismiss the
Supervisory Director, the suspension will cease after the period of suspension
has expired.
Term of appointment
A Supervisory Director shall be appointed for a term up to at the latest the end
of the AGM held in the year following the year of (re-)appointment at the latest.
However, the term of appointment of a Supervisory Director shall not end for as
long as such resignation would result in no Supervisory Directors being in office.
Corinne Vigreux, David Fisher, Lloyd Frink, Jambu Palaniappan and Ron Teerlink
were reappointed as Supervisory Directors at the AGM on 4 May 2022.
To ensure that the Supervisory Board could fully focus on the challenges and
opportunities ahead, Adriaan Nühn decided prior to the AGM 2022 that he
would not seek re-election as Chair which he believed to best serve the
interests of the Company and its stakeholders, including its shareholders. As a
result, Adriaan Nühn’s term ended at the closing of the AGM 2022. After the
AGM, the Vice-Chair of the Supervisory Board, Corinne Vigreux, assumed the
duties of Chair of the Supervisory Board.
Following the decision of each of Adriaan Nühn and Gwyn Burr not to seek
re-election at the AGM 2022, the Supervisory Board conducted a search to fill
the vacancies within the Supervisory Board. In view of the Supervisory Board’s
resolution to expand the Supervisory Board from seven to eight members, three
positions were vacant between May and November 2022, including the position
of Chair.
In due observance of the Company’s Supervisory Board profile, the search was
aimed at finding candidates that would strengthen the Supervisory Board as a
whole. The desired profile would combine experience in managing a dynamic
business (within the platform or another sector that represents high growth and
innovation in a fast-moving environment) in an international business
environment with an understanding of corporate governance and organisation
structures relevant for a listed company of Just Eat Takeaway.com’s size and
global presence. For the position of Chair, the proposed nominee would be
expected to have a track record within the leadership of a publicly listed
company. In view of the Company’s diversity policy, at least two of the three
nominees would be female.
In October 2022, the Supervisory Board concluded its search in respect of two
of the three vacancies. Although the search for the third (female) nominee
continued, the Supervisory Board deemed it in the best interests of the
Company to proceed with the first two nominations in the EGM 2022, to allow
them to start their contribution to the Supervisory Board. On 18 November
2022, the General Meeting resolved to appoint Mieke De Schepper with
immediate effect as a member of the Supervisory Board. At the same General
Meeting, Dick Boer was appointed as member and Chair of the Supervisory
Board as per immediate effect.
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Governance and Compliance
Meetings and decisions
The Supervisory Board shall meet at least four times a year and whenever one or
more Supervisory Directors or Managing Directors request a meeting. Unless
the Supervisory Board decides otherwise, Managing Directors will attend
Supervisory Board meetings, except where meetings concern matters including
board evaluations, the profile of the Supervisory Board, and conflicts of interest.
Meetings of the Supervisory Board are generally held at the Company’s offices
but may also be held elsewhere.
According to the Charter of the Supervisory Board, resolutions of the
Supervisory Board can only be adopted in a meeting at which at least half of the
Supervisory Directors entitled to vote are present or represented.
The Supervisory Directors shall endeavour to achieve that resolutions are
adopted unanimously as much as possible. Where unanimity cannot be reached
and the Dutch law, the Articles of Association or the Charter of the Supervisory
Board do not prescribe a larger majority, resolutions of the Supervisory Board
are adopted by a majority vote. In the event of a tie vote, the proposal shall be
rejected.
The Supervisory Board may also adopt resolutions outside a meeting with due
observance of the Charter of the Supervisory Board.
Conflict of interest
Supervisory Directors (other than the Chair) must report any (potential) conflict
of interest to the Chair of the Supervisory Board immediately. If the (potential)
conflict of interest involves the Chair of the Supervisory Board, it must be
reported to the Vice-Chair of the Supervisory Board. The Supervisory Board shall
decide whether a conflict of interest exists.
On 8 November 2022, David Fisher informed the Company that he had decided
to step down as member of the Supervisory Board for personal reasons, aiming
to focus on his position as Chief Executive Officer and Chairman of the Board of
Directors of Enova International, Inc. and his family. His resignation became
effective as per 1 January 2023.
The Supervisory Board currently has two remaining vacancies, which the
Supervisory Board, in accordance with Dutch law and the Company’s diversity
policy, intends to fill both vacancies with female Supervisory Director.
The Supervisory Board has a rotation plan with the different anticipated dates of
retirement for each of the Supervisory Directors. This rotation plan is available
at the Company’s corporate website.
The re-election of all current Supervisory Directors will be proposed at the AGM
2023.
Employment, Service and Severance Agreements
The relationship between the Company and each of the Supervisory Directors is
governed by a letter of appointment, which is governed by Dutch law. These
letters do not contain any severance provisions.
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Governance and Compliance
Supervisory Board Committees
Establishing committees does not diminish the responsibility of the Supervisory
Board and the Supervisory Directors for obtaining information and forming an
independent opinion. The committees cannot adopt resolutions on behalf of the
Supervisory Board. Their meetings are subject to the same requirements as for
Supervisory Board meetings and each committee informs the Supervisory
Board of its deliberations and findings, and on matters including their duties and
composition and items discussed during committee meetings. Additionally,
the Audit Committee informs the Supervisory Board of the results of the annual
statutory audit.
As per 31 December 2022, the Supervisory Board had two committees in place:
an Audit Committee and a Remuneration and Nomination Committee.
Each committee consisted of at least three members, who are appointed by the
Supervisory Board. A member of each committee shall be appointed as its Chair,
provided they are not the Chair of the Supervisory Board or a former Managing
Director.
The reports of the Audit Committee and the Remuneration and Nomination
Committee are set out on pages 143 and 109, respectively.
Audit Committee
The Audit Committee prepares the Supervisory Board’s decision-making
regarding the supervision of the integrity and quality of Just Eat Takeaway.com’s
financial reporting and the effectiveness of the Company’s internal risk
management and control systems. The Audit Committee monitors the
Management Board in matters relating to relations with auditors, finance,
funding, information technology, cybersecurity and tax. The Audit Committee’s
responsibilities also include oversight of the internal audit function, monitoring
the financial reporting process and internal control systems, and determining
the selection process for the external auditor and its independence.
The Supervisory Director who has a (potential) conflict of interest shall not
participate in discussions and decision-making on a subject or transaction in
relation to which the Supervisory Director has a conflict of interest with the
Company. Decisions to enter into transactions under which members of the
Supervisory Board have conflicts of interest that are of material significance to
the Company and/or to the relevant member(s) of the Supervisory Board,
require the approval of the Supervisory Board.
During 2022, no such conflicts of interest were reported.
Maximum number of supervisory positions of
Supervisory Directors
In accordance with Dutch law, restrictions apply to the overall number of
supervisory positions that a supervisory director of certain listed companies
may hold.
A person cannot be appointed as a supervisory director of a ‘large Dutch
company’ if he/she already holds a supervisory position at more than two other
‘large Dutch companies’ or if he/she is the Chair of the supervisory board or
one-tier board of another ‘large Dutch company’. Also, a person cannot be
appointed as a supervisory director or non-executive director of a ‘large Dutch
company’ if he/she already holds a supervisory position at five or more other
‘large Dutch companies’, whereby the position of Chair of the supervisory board
or one-tier board of another ‘large Dutch company’ is counted twice.
As per 31 December 2022, the Company met the criteria of a large Dutch
company and all Supervisory Directors complied with these rules under Dutch
law.
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Indemnification
The terms of the Management Board’s and Supervisory Board’s indemnification
are provided in the Articles of Association, which are to be found on the
Company’s corporate website. Third-party directors’ and officers’ liability
insurance was in place for all Managing Directors and Supervisory Directors
throughout 2022.
Diversity
As set out in the diversity policy, the Supervisory Board aims for a diverse
composition in respect of, and shall therefore strive for a fair balance between,
nationality, experience, expertise, education, culture, gender, age and work
background of its members. This is also reflected in the Company’s Supervisory
Board profile.
When nominating a candidate for appointment, the qualifications (such as
expertise and experience) of the candidate and the specific requirements for
the position to be filled shall prevail; nevertheless, the Supervisory Board strives
to have at least 30% female and 30% male membership.
As of 31 December 2022, the Supervisory Board consisted of seven members,
five persons who identify as male and two persons who identify as female.
Since 1 January 2023, the Supervisory Board has consisted of six members,
four persons who identify as male and two persons who identify as female.
While the Supervisory Board’s composition as of 31 December 2022 was not in
conformity with the desired gender balance, its current composition is.
The Supervisory Board expects to nominate two female candidates for
appointment to the Supervisory Board in the AGM 2023.
As per 31 December 2022, the Audit Committee had the following members:
David Fisher (Chair), Ron Teerlink, Mieke De Schepper and Dick Boer. Since
1 January 2023, after David Fisher stepped down, the Audit Committee’s
members are Ron Teerlink (Chair), Mieke De Schepper and Dick Boer.
The Governance Rules and Applicable Laws require all members of the Audit
Committee to be independent, and at least one member of the Audit
Committee must have recent and relevant financial experience. The Audit
Committee as a whole shall have competence relevant to the sector in which
the Company operates. Each of the members of the Audit Committee qualifies
as being independent and the Audit Committee has sufficient competence in
accordance with the Governance Rules.
The internal auditor, the external auditor and, unless the Audit Committee
decides otherwise, the CEO may attend meetings at the invitation of the Audit
Committee.
Remuneration and Nomination Committee
The Remuneration and Nomination Committee prepares the Supervisory
Board’s decision-making regarding, among others, the remuneration of the
Managing Directors, selection criteria and appointment procedures for
Managing Directors and Supervisory Directors, assessment of the composition
and performance of the Supervisory Board and Management Board,
and drafting the Company’s diversity policy for the composition of the
Management Board and the Supervisory Board.
As per 31 December 2022, the Remuneration and Nomination Committee had
the following members: Corinne Vigreux (Chair), Jambu Palaniappan and Dick
Boer. All members of the Remuneration and Nomination Committee are
independent.
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•
The UK Listing Rules assess corporate governance from the angle of a
company incorporated under UK law with a unitary board. Therefore,
the Company – being incorporated in the Netherlands and having a dual
board structure – may as a matter of Dutch law not be able to comply with
all elements of the UK Listing Rule.
•
In particular, the Company does not collect numerical data on ratios of
ethnicity, disability and sexual orientation of its Supervisory Directors and
Managing Directors nor of any employees as it believes that data protection
laws in the Netherlands prevent it from processing such data for ID&B
reporting purposes.
•
The Company aims for a gender diverse composition of the Management
Board and Supervisory Board respectively, in which at least 30% of the
members identify as female rather than the 40% as set out in UK Listing
Rule 14.3.33(1).
•
The Company does not have separate diversity policies in place for the
composition of the committees of the Supervisory Board. The Company
believes that a diverse composition of the Supervisory Board in itself will
result in a balanced composition of its committees. On 31 December 2022
the Audit Committee consisted of at least 30% members that identify as
male and 25% members that identify as female. On that date,
the Remuneration and Nomination Committee consisted of at least 30%
members that identify as male and at least 30% that identify as female.
As of 1 January 2023, the Audit Committee and the Remuneration and
Nomination Committee each consisted of at least 30% members that
identify as male and at least 30% that identify as female.
•
The following table sets out the diversity information of the Management
Board and Supervisory Board as required under UK Listing Rule 14.3.33 (2).
Footnotes have been added to the prescribed format to account for the
Company’s corporate structure.
As also set out in its diversity policy, the Supervisory Board pays great value to
diversity in the composition of the Management Board. In particular, it strives to
have members with a background (nationality, work experience, skills or
otherwise) that is diverse and relevant for the sector and the principal countries
where Just Eat Takeaway.com has a presence. In addition, and although
challenging in the Company’s business, the Company strives to have a
Management Board consisting of at least 30% male and at least 30% female
members. Nevertheless, other factors such as experience, age and education
should also be taken into account. Similarly, Just Eat Takeaway.com strives for a
diverse composition of its senior management to ultimately reach a better
balanced composition of the Management Board through succession.
As of 31 December 2022, the Management Board consists of four members who
all identify as male. The Supervisory Board will take the balanced composition
requirements into account when nominating and selecting new candidates for
the Supervisory Board and the Management Board. However, the Supervisory
Board is of the opinion that gender is only one element of diversity, and that
experience, background, knowledge, skills and insight are equally important
and relevant criteria in selecting new members. The Supervisory Board made a
binding nomination for Andrew Kenny to join the Management Board in 2022,
as it believes Andrew Kenny’s skills and experience not only complement the
Management Board, but also his membership represents the UK, a principal
market for Just Eat Takeaway.com, and the legacy Just Eat business more
prominently in the Management Board.
The Company believes that this section of its Annual Report contains the
information around gender diversity required by the UK Listing Rules 14.3.33 –
14.3.37 and Annex 1 of Listing Rule 14 about gender and ethnic diversity, taking
the following into account:
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Gender Diversity of the Management Board and Supervisory Board on 31 December 2022
Number of
board
members
Percentage
of the
board
1
Number of
senior positions
on the board
(CEO, CFO, SID
and Chair)
2
Number in
executive
manage-
ment
Percentage
of
executive
manage-
ment
Men .% %
Women .% n/a %
Not specified/
prefer not to say n/a n/a n/a n/a n/a
1
The Company has a two-tier board structure with a Management Board and a Supervisory Board. As per 1 January
2023, David Fisher will resign as a member of the Supervisory Board. As a result, the diversity information in the
table will shift.
2
Dutch law does not distinguish between senior and other board positions: all Managing Directors are jointly, and to
the same degree, responsible for the management of the Company. Similarly, all Supervisory Directors are jointly
responsible for the supervision of the Company’s management.
More information about the diversity ratios within Just Eat Takeaway.com’s
senior management is set out in the section ‘Gaining insights and monitoring
progress’ in ‘Our Inclusion, Diversity and Belonging’.
Insider Dealing Policy
The Company has an insider dealing policy, which was applied throughout Just
Eat Takeaway.com. Everyone involved with Just Eat Takeaway.com is responsible
for keeping inside information confidential. If a person is in possession of inside
information, they should not deal in Just Eat Takeaway.com’s securities (shares,
CDIs, ADSs, options or convertible bonds).
Under the Company’s insider dealing policy and in accordance with Applicable
Laws, the Supervisory Board and Management Board may not deal in the
Company’s securities during a closed period, regardless of whether they
possess inside information. The Company’s closed periods are:
•
The periods of at least two months immediately prior to the publication of
Just Eat Takeaway.com’s annual results and at least 30 calendar days prior
to the publication of Just Eat Takeaway.com’s half-yearly financial report;
and
•
The period of approximately three weeks prior to the publication of Just Eat
Takeaway.com’s interim trading updates.
Just Eat Takeaway.com employees and third-party consultants may generally
also not deal in the Company’s securities if and as long as they are included on
the Company’s insider list.
The Management Board established a disclosure committee to establish and
maintain disclosure controls and procedures in respect of inside information.
In 2022, this committee consisted of Jitse Groen, Brent Wissink, Jörg Gerbig,
the Vice President Corporate Communication and Investor Relations and the
Company Secretary as well as Andrew Kenny as per 1 December 2022.
Dividend policy
The Company intends to retain any future distributable profits to expand the
growth and development of Just Eat Takeaway.com’s business and, therefore,
does not anticipate paying any dividends to shareholders in the foreseeable
future.
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than the date of the notice calling the general meeting where the appointment
of the management board member will be proposed. The Company published
the main elements of Andrew Kenny’s management agreement only after a
positive decision from the DNB relating to Andrew Kenny’s appointment, as this
was a condition for his appointment to become effective. Provision 4.3.3 relates
to the binding nature of a nomination for the appointment or dismissal of
Managing Directors and Supervisory Directors. To keep a balanced composition
and profile of our Management Board and Supervisory Board, our Articles of
Association stipulate that, if our General Meeting overrules a binding
nomination, the party who made the initial binding nomination can make a new
binding nomination for the appointment or dismissal of Managing Directors or
Supervisory Directors.
The Company has several regulations in place governing the performance of its
various corporate bodies. These regulations can be found in the section
‘Corporate Governance’ of the Company’s corporate website.
These regulations concern:
•
The Articles of Association;
•
The Charter of the Management Board;
•
The Charter of the Supervisory Board.
The following items also appear on the Company’s corporate website:
•
The profile of the Supervisory Board;
•
The rotation plan for the Supervisory Board members;
•
The remuneration policy of the Supervisory Board;
•
The remuneration policy of the Management Board;
•
The Speak-Up Policy;
•
The Code of Conduct;
•
The tax strategy of Just Eat Takeaway.com;
•
The policy regarding bilateral contacts with shareholders;
•
The dividend policy.
In case of a potential dividend distribution, dividends will be payable no later
than 30 days after the date when they were declared, unless the Management
Board determines a different date. Dividends which have not been claimed upon
the expiry of five years and one day after the date when they became payable
will be forfeited to the Company and be carried to the Company’s reserves.
Compliance with the Governance Rules
In its Annual Report 2021, the Company reported on its compliance with the
DCGC, the UK Corporate Governance Code and the Nasdaq Listing Rules as its
securities were listed on Euronext Amsterdam, the premium segment of the
London Stock Exchange and Nasdaq.
Due to its voluntary delisting from Nasdaq as per 14 March 2022, the Nasdaq
Listing Rules no longer apply to the Company. Also, as a company with a
standard listing on the London Stock Exchange as per 19 December 2022,
the Company is no longer required to comply (or explain non-compliance) with
the UK Corporate Governance Code. Consequently, the disclosures in this
section are limited to compliance or explanation of non-compliance with the
DCGC. The Company’s corporate governance statement under paragraph 7.2 of
the Disclosure Guidance and Transparency Rules can be found in the section
‘Statements by the Managing Directors’ on page 88.
The Company acknowledges the importance of good governance. The Company
agrees with the general approach and is committed to adhering to the best
practices of the DCGC.
The Company fully complies with the DCGC, with the exception of Provisions
3.4.2 and 4.3.3. Provision 3.4.2 relates to publication of the main elements of the
agreement of a Managing Director on the Company’s corporate website no later
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Capital structure
As of 31 December 2022, the authorised capital of the Company amounted to
€16 million and is divided into 400,000,000 shares, with a nominal value of
€0.04 each.
On 31 December 2022, the issued capital amounted to €8,638,642 divided into
215,966,059 ordinary shares, of which 893,522 shares were held by Stichting
Administratiekantoor Takeaway.com (‘STAK’) to fulfill potential future
obligations under various share-based payment plans. All the ordinary shares
have equal voting rights (one share, one vote) and equal rights to profits, surplus
assets after the liquidation of the Company and dividend rights.
Voting rights
Each share confers the right to cast one vote in the General Meeting. Subject to
certain exceptions provided by Dutch law or the Articles of Association,
resolutions of the General Meeting are passed by an absolute majority of votes
cast. Pursuant to Dutch law, no votes may be cast at a General Meeting in
respect of shares that are held by the Company or any of its subsidiaries. As of
31 December 2022, the Company nor any of its subsidiaries held any own
shares.
Restrictions on transfer of shares
As of 31 December 2022, the Company was not aware of the existence of any
agreement pursuant to which the transfer of ordinary shares in the share capital
of the Company was restricted. As of 31 December 2022, the Company has no
anti-takeover measures in place.
General Meeting
General Meetings must be held at least once a year and generally take place in
Amsterdam. General Meetings are convened by the Management Board or
Supervisory Board by convocation placed on the Company’s corporate website.
The agenda for the AGM will at least include the discussion of substantial change
in the corporate governance structure of the Company (if any), the adoption of
the Annual Report, and, if applicable, the allocation of the result. In addition,
the agenda shall include such items as have been included therein by the
Management Board, the Supervisory Board or shareholders (with due
observance of Dutch law).
In addition to the Annual General Meeting, extraordinary General Meetings may
be held as often as the Management Board or the Supervisory Board deem
desirable. Also, one or more shareholders, who solely or jointly represent at
least one-tenth of the issued capital, may request that a General Meeting be
convened, the request setting out in detail matters to be considered.
Each shareholder may normally attend the General Meeting, address the
General Meeting and exercise voting rights pro rata to his or her shareholding,
either in person or by proxy. Shareholders may exercise these rights, if they are
the holders of shares on the record date as required by Dutch law, which is
currently the 28th day before the day of the General Meeting, and they or their
proxy have notified the Company of their intention to attend the General
Meeting in writing or by any other electronic means that can be reproduced on
paper at the address and by the date specified in the notice of the General
Meeting.
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Issuance of shares
The General Meeting, or the Management Board subject to approval by the
Supervisory Board to the extent so authorised by the General Meeting for a
specific period, may resolve to issue shares. The General Meeting is only
authorised to resolve to issue shares upon the proposal of the Management
Board and subject to the approval of the Supervisory Board. This also applies to
the granting of rights to subscribe for shares, such as options, but is not
required for an issue of shares pursuant to the exercise of a previously granted
right to subscribe for shares. An authorisation as referred to above will be
irrevocable unless otherwise stipulated and will each time only be valid for a
fixed term of no more than five years and may each time only be renewed for a
maximum period of five years. The Company may not subscribe for its own
shares on issue.
On 4 May 2022, the General Meeting resolved to irrevocably authorise the
Management Board to, subject to approval by the Supervisory Board, resolve to
issue ordinary shares and to grant rights to subscribe for ordinary shares in the
capital of the Company. This authorisation of the Management Board with
respect to the issue of ordinary shares and/or granting of rights to acquire
ordinary shares is limited to: (i) 21,496,605 (rights to acquire) shares
representing 10% of the total ordinary share capital in issue (excluding treasury
shares) as of 22 March 2022, for general corporate purposes, and (ii) 5,374,151
(rights to acquire) shares representing 2.5% of the total ordinary share capital in
issue (excluding treasury shares) as of 22 March 2022 in connection with one or
more incentive plans for the Managing Directors, senior management and/or
other employees, including the issue of shares directly to STAK for the sole
purpose of STAK settling the Company’s obligations under any of its incentive
plans; all to be valid for 15 months as of 4 May 2022, ending on 4 August 2023.
Share option and share plans
In 2022, the Company maintained 13 share and option plans for employees:
•
the Employee Long Term Incentive Plan;
•
the Employee Short Term Incentive Plan;
•
the Employee Share Option Plan;
•
the Just Eat Takeaway.com Performance Share Plan and Just Eat
Takeaway.com Restricted Share Plan;
•
three Just Eat Sharesave Plans and the Just Eat Deferred Share Bonus Plan
2018 (which have fully vested and were fully exercised by the end of 2022);
and
•
the rolled-over Grubhub share plans, including: the Grubhub Inc. 2015 Long-
Term Incentive Plan, the 2013 Omnibus Incentive Plan (the SCVNGR), Inc.
2013 Stock Incentive Plan, and the Tapingo Ltd. 2011 Option Plan.
Pursuant to the employee share plans and subject to their respective terms and
conditions, participants are entitled to receive a number of STAK depository
receipts and/or a number of rights to subscribe for STAK depository receipts.
Generally, upon vesting of a grant and, where relevant, exercise of options
under any of the employee share plans, STAK receives the relevant number of
shares or CDIs to hold for the benefit of the relevant participants. STAK, in due
observance of its articles of association and in accordance with its terms and
conditions of administration, issues one depositary receipt to the relevant
eligible participant for each share or CDI transferred to it for the benefit of such
eligible participant. Based on the STAK’s terms and conditions, STAK exercises
the voting rights attributable to the shares and CDIs it holds and administers at
its own discretion.
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Remuneration policies
In accordance with Dutch law, amendments to the remuneration policies for the
Management Board and Supervisory Board, along with supplements to these
remuneration policies in respect of certain Managing Directors or Supervisory
Directors, are presented to the General Meeting for approval.
Acquisition of own shares
The Company may acquire fully paid-up shares in its own share capital at any
time for no consideration (om niet) or, subject to Dutch law and the Company’s
Articles of Association, if: (i) the distributable part of the shareholders’ equity is
at least equal to the total purchase price of the repurchased shares; (ii) the
aggregate nominal value of the shares that the Company acquires, holds or
holds as pledge or that are held by a subsidiary does not exceed 50% of the
issued share capital; and (iii) the Management Board has been authorised by the
General Meeting to repurchase shares. As part of the authorisation, the General
Meeting must specify the number of shares that may be acquired, the manner
in which the shares may be acquired and the price range within which the shares
may be acquired. No authorisation from the General Meeting is required for the
acquisition of fully paid-up shares for the purpose of transferring these shares
to the employees of the Company pursuant to any share option plan, provided
that such shares are quoted on the official list of any stock exchange.
Pursuant to a resolution by the General Meeting adopted on 4 May 2022,
the Management Board, subject to approval by the Supervisory Board, has been
authorised to resolve to acquire fully paid-up shares. Such authorisation of the
Management Board is limited to 10% of the issued ordinary shares and is valid
for 18 months from 4 May 2022, therefore ending on 4 November 2023.
Pre-emptive rights
Upon issue of shares in the capital of the Company or grant of rights to
subscribe for shares, each shareholder shall have a pre-emptive right in
proportion to the aggregate nominal amount of his or her ordinary shares in the
capital of the Company. Shareholders do not have pre-emptive rights in respect
of shares issued against contribution in kind, shares issued to the Company’s
employees or shares issued to persons exercising a previously granted right to
subscribe for shares.
Pre-emptive rights may be limited or excluded by a resolution of the General
Meeting upon the proposal of the Management Board and subject to the
approval of the Supervisory Board. The Management Board, subject to approval
by the Supervisory Board, is authorised to resolve on the limitation or exclusion
of the pre-emptive right if and to the extent the Management Board has been
designated by the General Meeting to do so. The designation will only be valid
for a specific period, in each case not exceeding five years. Unless provided
otherwise in the designation, the designation cannot be cancelled. A resolution
of the General Meeting to limit or exclude the pre-emptive rights or a resolution
to designate the Management Board as described above requires a two-thirds
majority of the votes cast if less than half of the issued share capital is
represented at a General Meeting.
Pursuant to a resolution of the General Meeting adopted on 4 May 2022,
the Management Board has been, subject to the approval of the Supervisory
Board, irrevocably authorised by the General Meeting to resolve to restrict and/
or exclude statutory pre-emptive rights in relation to the issuances of shares in
the capital of the Company or the granting of rights to subscribe for ordinary
shares. The aforementioned authorisation of the Management Board is limited
to 21,496,605 (rights to acquire) ordinary shares (representing 10%) for general
corporate purposes and on the occasion of mergers, acquisitions and/or
strategic alliances; to be valid for 15 months as of 4 May 2022, ending on
4 August 2023.
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Shares may be acquired at the stock exchange or otherwise, at a price between
the nominal value and the higher of (i) an amount equal to 5% above the
average market value for the Company’s shares for the five business days
immediately preceding the day on which the share is contracted to be
purchased and (ii) the higher of the price of the last independent trade and the
highest current independent purchase bid at the time on the trading venue on
which the purchase is carried out.
No voting rights may be exercised in the General Meeting with respect to any
share or depositary receipt for such share held by the Company or by a
subsidiary, and no payments will be made on shares the Company holds in its
own share capital.
The Management Board is authorised to dispose of the Company’s own shares
held by it.
Amendment of the Articles of Association
The General Meeting may resolve to amend the Articles of Association upon the
proposal of the Management Board which is subject to the approval of the
Supervisory Board. A proposal to amend the Articles of Association must be
included in the agenda for the relevant General Meeting. A copy of the proposal,
containing the verbatim text of the proposed amendment, must be lodged with
the Company for the inspection of every shareholder until the end of the
General Meeting.
External auditor
At the AGM held on 12 May 2021, Deloitte was re-appointed as the external
auditor of the Company for the financial years 2021 through 2023.
The Management Board shall report their dealings with the external auditor to
the Supervisory Board on an annual basis. The external auditor may be
questioned by the General Meeting in relation to the auditor’s opinion on the
financial statements. The external auditor shall attend and be entitled to
address the General Meeting for this purpose.
After a thorough request for proposal process involving the Management Board,
Audit Committee, and other senior leadership, the Audit Committee provided a
positive advice to engage EY as the new audit firm as of the financial year 2024.
This advice was subsequently taken over by the Supervisory Board.
The selection of EY is subject to shareholder appointment at the AGM 2023.
Related party transactions
The Company reports that Just Eat Takeaway.com did not enter into transactions
in 2022 with legal or natural persons who hold at least 10% of the shares in the
Company.
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Introduction
The Audit Committee is pleased to present this report, which provides a
summary of the Audit Committee’s role and activities during the 2022 financial
year.
The Audit Committee reviewed the areas under its remit with the Management
Board and internal and external auditors, as appropriate. The activities help to
ensure that the interests of shareholders are protected, and the financial
reporting and internal risk management and control systems are effective and
operate with integrity.
Membership
Up to the AGM 2022, the Audit Committee comprised four independent
Supervisory Directors: David Fisher (Chair of the Audit Committee), Adriaan
Nühn, Gwyn Bur and Ron Teerlink. As a result of Adriaan Nühn and Gwyn Burr
stepping down as Supervisory Directors after the AGM 2022, the Audit
Committee comprised two independent Supervisory Directors from 4 May
2022 until 15 December 2022: David Fisher (Chair of the Audit Committee) and
Ron Teerlink. Despite the vacancies in the Supervisory Board and
consequentially in the Audit Committee, the effectiveness and proper
performance of the Audit Committee was safeguarded during this period.
As per 31 December 2022, the Audit Committee comprises four independent
Supervisory Directors: David Fisher (Chair of the Audit Committee), Ron Teerlink,
Mieke De Schepper and Dick Boer. As of 1 January 2023, David Fisher will step
down as Supervisory Director. As of that date, the Audit Committee comprises
three independent Supervisory Directors: Ron Teerlink (taking over David’s
position as Chair of the Audit Committee), Mieke De Schepper and Dick Boer.
Report of the
Audit Committee
In 2022, the Audit Committee supervised the
Company’s financial reporting, and the
effectiveness of the internal risk management
and control systems. Other focus areas of the
Audit Committee were the performance of
the external auditor, ESG reporting, and the
advice regarding the new audit firm from
financial year 2024 onwards.
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Report of the Audit Committee
All committee members have relevant sector and financial competence to fulfil
their roles, as set out in their biographies in the chapter ‘Composition of the
Management Board and Supervisory Board‘.
Role and activities
The Audit Committee met six times during the year. Several senior
representatives attended part of the meetings, amongst which representatives
of the Finance, Tax, InfoSec Risk and Control and Internal Auditor function,
and the external auditor. The Audit Committee or one or more of its delegates
also meets privately with the external auditor at least once per year.
Key matters handled by the Audit Committee include:
•
Supervision of the integrity and quality of the Company’s financial
reporting, in particular the integrity of the process;
•
Supervision of the effectiveness of the internal risk management and
control systems, including SOx, which continues to apply to the Company as
long as its shares are registered under the US Securities Exchange Act;
•
Monitoring the statutory audit of the Annual Report;
•
Monitoring the Management Board with regard to:
• •
Relations with the internal and external auditors;
• •
Compliance with recommendations and following up of comments by
the internal and external auditors;
• •
The funding of Just Eat Takeaway.com;
• •
The application of information and communication technology,
including cybersecurity risks;
• •
The ERM program of Just Eat Takeaway.com;
• •
Speak-up cases regarding accounting, internal accounting controls,
or auditing matters.
At the beginning of 2022, the Audit Committee discussed the internal budget
for 2022 and focused on the preparation of the Annual Report 2021 as well as
the audit of such report. During the first half of 2022, the Audit Committee
monitored the performance of audit procedures on the held-for-sale analysis
and goodwill impairment discussion. Further, the Audit Committee focused on
the rotation process for the external auditor for the financial year 2024 onwards.
In addition, the Audit Committee discussed the implementation of new ESG
reporting regulations that result in more extensive disclosure on climate-related
risks that have (potential) impact on the Company and certain financial metrics
(if applicable).
Other areas of attention were the delisting from Nasdaq (completed on
14 March 2022) and the planned deregistration under the SEC Exchange Act
during the first half of 2023 and their impact on US reporting requirements,
market cap and share price developments.
The attendance rate of committee members for the Audit Committee meetings
was as follows:
Attendance rate
Ron Teerlink (Chair) of
Mieke De Schepper of
Dick Boer of
David Fisher (former Chair) of
Adriaan Nühn (former member) of
Gwyn Burr (former member) of
Financial reporting
Over the course of 2022, the Audit Committee reviewed, prior to publication,
the quarterly trading results, the 2022 semi-annual report and the draft Annual
Report.
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(reference is made to Note 10 of the Consolidated financial statements),
the state aid case (reference is made to Note 10 of the Consolidated financial
statements), the now finalised tax matter with the Australian Tax Office (‘ATO’),
the OECD Pillar Two (minimum taxation rules) and the DAC 7 rules that are
applicable for Just Eat Takeaway.com were presented and discussed with the
Audit Committee.
Non-audit services
Following the approved ‘auditor independence policy’ and the Charter of the
Audit Committee, audit services may be performed by the external auditor,
subject to pre-approval by the Supervisory Board based on the annual audit
services engagement agreed with the external auditor. All audit-related services
up to and including €100,000 may be approved by the Chair of the Audit
Committee. The Audit Committee may determine the appropriate funding for
payment of compensation to any engaged audit firm preparing or issuing an
audit report or other audit, review or attest services, and to any engaged
independent counsel or other advisor necessary for the Audit Committee to
carry out its duties. The Audit Committee confirms that the external auditor
does not provide any services which are prohibited by the Governance Rules.
Risk management and control
The work of the Audit Committee in 2022 also included oversight of Just Eat
Takeaway.com’s various internal ERM and control systems. To facilitate this,
the Audit Committee reviewed the 2022 audit plan during the year with the
external auditor, considered updates from management regarding enterprise
risk, SOx, and internal audit, received and reviewed regular reports from the
external auditor, the CFO, the Vice President of Internal Audit, and the Director
of InfoSec Risk and Control, and conducted a review of the Company’s internal
audit charter.
In relation to the Financial Statements, the Audit Committee discussed the
interim management letter with the auditor on 14 December 2022.
In February 2023, the Audit Committee discussed the auditor’s report with the
auditor as well as the draft financial statements. The Audit Committee
discussed, among other topics, the audit approach, key audit matters,
communications, timing, audit fees, composition of the audit team, materiality,
expertise of the individual audit team members as well as the Annual Report
and related documents. Particular attention was paid to key audit matters,
which related to the referral instructions to Deloitte components and other
specialists, the audit approach to revenue testing and segments, impairment
testing, and purchase price allocation.
The Audit Committee discussed with the external auditor as to how
management’s judgement and assertions were challenged and how
professional skepticism was demonstrated during their audit of these areas.
This included, where relevant, challenging the analysis performed by the
external auditor.
In addition to the matters noted above, our external auditor, as required by
auditing standards, also considered the risk of management override of
controls. Nothing has come to either our attention or their attention to suggest
any material misstatement related to suspected or actual fraud relating to
management override of controls.
The Audit Committee also discussed the auditor’s report, the quality of internal
risk management and control systems and had a discussion with the auditor
without the Management Board being present.
Group tax updated the Audit Committee on the material tax risks and mitigation
actions taken. In 2022, topics such as the Mutual Agreement Procedure
between the Danish Competent Authority and the UK Competent Authority
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Report of the Audit Committee
Under the Governance Rules, the Company must change its external auditor
before the 2024 financial year ends. The auditor rotation process started in May
2022 with a request for proposal process with three of the Big four audit firms.
This resulted in the Audit Committee providing a positive advice to engage EY as
the new audit firm as of financial year 2024.
Self-assessment
Annually, the Audit Committee assesses its functioning to evaluate its
performance and identify opportunities for individual and shared growth, along
with any specific training or educational needs for each member. The evaluation
forms had been circulated and completed in January 2023. The Audit
Committee looked at the functioning of the Audit Committee as part of the
annual evaluation of the Supervisory Board. Having completed an evaluation
form, the feedback was discussed in a Supervisory Board meeting without the
presence of the Management Board. In this meeting it was concluded that that
the committee functions well and is sufficiently knowledgeable, provided that it
would prefer to receive training on corporate sustainability reporting and
governance.
The Audit Committee
Ron Teerlink Mieke De Schepper Dick Boer
Chair
Significant issues
Prior to each meeting of the Audit Committee at which it is to be considered,
the Management Board produces a paper providing details of any significant
accounting, tax, compliance and legal matters. The Audit Committee also invited
members of the Management Board to attend these meetings where further
guidance is required. Critical accounting judgements in applying Just Eat
Takeaway.com’s accounting policies and key sources of estimation uncertainty
are included within Note 2 to the Consolidated financial statements. The issues
and risks the Company considers to be significant for the 2022 Annual Report
and how these are addressed are disclosed in the ‘Risk Management’ section.
Internal Audit function
The Audit Committee reviewed the internal audit’s plan as well as its
effectiveness for the year and agreed its resource requirements to make sure
that the quality, experience and expertise of the Internal Audit function is
appropriate for the Company’s business. It reviewed multiple summary reports
and management’s response thereto together with the completion status of
agreed actions.
External auditor
Deloitte has been the Company’s auditor since 2014 and the General Meeting
re-appointed Deloitte as the Company’s external auditor for the financial years
2021 through 2023 at the General Meeting held in May 2021. The evaluation of
the 2021 audit process took place during a meeting of the Audit Committee
in May 2022. During this evaluation, the Audit Committee discussed and
assessed, inter alia, the quality of delivery and service, the independence,
and effectiveness of the external audit process.
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Report of the Audit Committee
Privacy of our
Stakeholders
In 2022, we further enhanced our internal
privacy structure, our data protection
programme, and related processes.
Introduction
A Data Subject is any identifiable individual who can, directly or indirectly, be
identified via a piece of information that is held or processed by our
organisation, such as a name, delivery address, email address, an online
identifier, and/or day of birth (‘Data Subject’). We take the privacy and data
protection of all Data Subjects of whom we process data very seriously. Where
in 2021 we progressed on the integration of the privacy structures, in 2022 we
enhanced our internal privacy structure to centrally support compliance with
applicable data protection and privacy regulations. In 2022, we centralised our
privacy programme procedures, continued our privacy awareness and training
activities for new and existing employees as well as continuing our investments
in our Privacy Ambassador Network. Our privacy compliance is overseen by a
cross functional Privacy Council and supported by the Data Protection Office
(‘DPO’).
Risk & Control
The privacy control framework has been adjusted to support the management
of risks following from regulatory developments. These adjustments have been
reviewed by our InfoSec Risk and Control function prior to implementing a
control revision.
The DPO performed a self-assessment in 2022 and the findings of this self-
assessment have been incorporated in the privacy programme activities and
controls for 2023. An example of this is an increased frequency of certain
preventive controls by the responsible business stakeholders on privacy
activities such as privacy assessments, privacy by design activities and
collaboration with DPO on privacy rights requests management.
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Transparency
It is important to us that our Data Subjects have the opportunity to see how we
deal with their personal data, so that they can make informed decisions. Where
relevant, we have updated and will continue to update our privacy statements
and the various possibilities to consent on our mobile applications and websites.
Processes
We believe that automation is proven to be key in reliability and scalability of
the internal data protection processes. The introduction of automation, such as
privacy risk registry and information, to privacy action plans have improved the
manageability of assessment outcomes. Further steps to enhance these
features and to support monitoring of privacy risk mitigations will be taken in
2023.
Objectives
In 2023, Just Eat Takeaway.com will focus on maturing its privacy procedures
supporting our privacy programme via assessments and weighting the criterion
for the maturity score by principle, improving awareness on the impact of
regulatory developments on data and privacy compliance as well as progress
with activities to ensure timely compliance with developments in privacy laws.
Although some regulatory frameworks are still under consideration in
parliament, other regulations will take effect on a future date. Our activities are
aimed to timely integrate these new regulations into our privacy programme.
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Privacy of our Stakeholders
Introduction
The dynamics in the online food ordering industry present both opportunities
and risks. The Management Board manages these through an ERM framework
that integrates risk management into our daily business activities and strategic
planning.
We take a structured approach to ERM which starts with our Management Board
and is applied thereafter throughout the organisation. The ERM programme is
built upon the ERM policy, as approved by our Management Board and
Supervisory Board. The practical components of the ERM policy are outlined in a
detailed risk management methodology, which guides the business to
implementing risk management on a day-to-day basis. This methodology
provides for various risk assessments to be conducted across the organisation.
The InfoSec Risk and Control function presents on the development of principal
and emerging risks, and the effectiveness of mitigating actions and controls to
our Managing Directors and Audit Committee on a regular basis. The function
also assists in identifying opportunities that allow us to achieve our strategic
objectives and enable continuous sustainable growth. Just Eat Takeaway.com
has adopted the ISO 31000:2018 standard as the foundation of its ERM
framework. In addition, the Director InfoSec Risk and Control, reporting directly
to our CFO, is responsible for leading the second line of defence information
security, ERM and internal control function.
During 2022, we continued our approach to risk management through greater
collaboration between departments and functions. A risk committee was
established during the second half of 2022, which was a positive step in
formalising our approach to risk management and ensuring key stakeholders
are consulted and informed on a regular basis.
Risk Management
In 2022, we continued to have greater
collaboration across the business, aimed at
sharing principal risk insights with the right
people, at the right time. We actively
engaged with the Management Board and
senior leadership across different markets,
functions and projects to identify new or
emerging risks, and to (re-)validate our
principal risks.
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ERM approach
A summary of our ERM approach and key elements within it (based on the ISO
31000 ERM model) is outlined below.
Strategic objectives
We manage our business based on markets. Each market demonstrates
different competitive intensity, maturity and potential. We pursue a significant
growth strategy as a path to long-term value creation, which requires us to
invest heavily in the markets in which we operate. Apart from competition,
we are influenced by other internal and external factors such as, but not limited
to, IT security, innovative developments, consumer preferences, brand and
reputation, social change, people, and laws and regulations. We consider all of
these factors, and our internal strengths and weaknesses, when developing our
strategic objectives. These strategic objectives form the basis of our risk
management programme.
InfoSec Risk and Control function
The InfoSec Risk and Control function oversees the ERM programme in a second
line of defence capacity. They support our Management Board and senior
management by bringing expertise, process excellence, and management
monitoring alongside the first line of defence (owners of specific risks,
mitigating actions and controls) to help ensure that risks, actions, and controls
are effectively managed within the risk appetite levels as expressed by our
Management Board.
Governance, Risk and Compliance software tool
To assist the InfoSec Risk and Control function, we have a fit-for-purpose
governance, risk and compliance software tool that supports the flow of risks,
controls and Internal Audit information throughout the organisation. This tool
fosters greater collaboration between the three lines of defence in aligning
risks, controls, issues and tasks arising from risk assessments, control
effectiveness testing, project assessments, and audits. Furthermore,
our management benefits from tailored reporting to easily digest risk
information related to the organisation at a central level, by function and by
market, including specialised reporting to the Management Board and
Supervisory Board of our regulated subsidiary Takeaway.com Payments B.V.
Supervisory Board
Management Board
Executive Leadership Team
First Line
Operational
departments
Risk Management
InfoSec
Internal Control
Legal & Compliance
Internal Audit External Audit
Second Line Third Line External Audit
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Legal and regulatory
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Risk Management
To facilitate the risk identification phase, we use five broad risk categories to
classify risks. These categories are not mutually exclusive, as any service or
product may expose us to multiple categories of risks. In addition, risks may also
be interdependent meaning that an increase in one category of risk may cause
an increase in others. It is the responsibility of our Management Board to be
aware of this interdependence and assess the effect in a consistent and
inclusive manner. The five categories are as follows:
Risk identification
The risk identification phase involves identifying risks that could endanger the
achievement of our strategic objectives. Risks are identified using: 1) external
sources, 2) internal risk documents, and 3) risk workshops/interviews/surveys
with our Management Board, senior management and other stakeholders within
our organisation. On a continuous basis, emerging and newly identified risks
that may threaten the achievement of our strategic objectives are considered.
In addition to the principal risks, we also identify and assess risks for various
other purposes, such as strategic projects, regulatory requirements, fraud
discovery, product launches, and climate risk analysis.
CATEGORY EXPLANATION
Strategic Risks arising from the fundamental decisions that the Management Board takes concerning the Company’s objectives. Essentially, strategic risks are
the risks of failing to achieve strategic objectives.
Information technology Risks arising from all aspects of the IT environments across the organisation, be it in-house or outsourced environments.
Legal and regulatory Risks arising from legal and regulatory requirements. This category covers aspects such as GDPR, AML/CFT, guidelines issued by the European Banking
Authority, regulatory good practices, contractual agreements, and supervision by authorities in the countries in which the Company operates.
Financial Financial risks can arise from four broad categories as follows:
1. Market risk - what happens when there is a substantial change in a particular market in which our Company operates including foreign exchange
exposures;
2. Credit risk - lines of credit to corporate customers and Partners;
3. Liquidity risk how easily the Company can convert assets into cash if it needs funds;
4. Financial reporting risk - what happens when the Company files financial reports with regulators or makes financial reports public with incorrect
information due to error or fraud.
Operational Risks arising from inadequate or failed internal processes, people and systems, irrespective whether this was triggered internally or by external
factors.
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Risk Management
Key controls have been identified and tested in a number of processes:
PROCESS COVERING
Procurement-to-Pay Internal and external requisition processes
Record-to-Report Accounting, financial control, financial planning and analysis,
reporting and treasury
Order-to-Cash Sales, order management, Partner invoicing and pay-out
processes
Hire-to-Retire Recruitment, Human Resources, and payroll processes
Data-to-Insights Transforming data (numbers and text) to insights (knowledge
gained through analysing data)
Acquire-to-Retire Asset purchase and disposal, depreciation and amortisation
Information
technology
Consumer facing, and internal IT processes, be in platform
related or applications in processes
Tax Adherence to various tax laws and regulations
Privacy Adherence to applicable privacy regulations
Entity-level controls Processes related to the control environment, risk assessment,
control activities, information and communication, and
monitoring activities
Risk assessment
Once risks have been identified through risk workshops, interviews,
and surveys, risks are assessed for: 1) likelihood of occurrence (the chance that
the risk will materialise), and 2) financial or non-financial impact if the risk was to
materialise. As part of this, we identify and assess specific actions to address
identified risks insofar as the net risk level deviates from the desired risk
appetite level. Where risks are directly linked to key controls, we assess the
design and operating effectiveness of these controls, either performed
in-house or independently by third-parties. Actions to address deviations from
the desired risk appetite are documented and regularly discussed with risk- and
control owners to ensure timely and proper follow-ups.
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Risk Management
Our risk appetite levels are:
APPETITE EXPLANATION
Averse Avoidance of risk and uncertainty is a key objective of
the Company
Minimal Preference for ultra-safe options that are low risk and
only have a potential for limited reward
Cautious Preference for safe options that have a low degree of
risk and may only have limited potential for reward
Open Willing to consider all potential options and choose the
one most likely to result in successful delivery, while
also providing an acceptable level of reward and value
for money
Hungry Eager to be innovative and to choose options offering
potentially higher business rewards, despite greater
inherent risk
Risk evaluation
For senior management to manage their respective parts of their operations,
it is important to provide them with sufficient guidance on the levels of risk that
our Management Board considers optimal to take (risk appetite).
Our Management Board has defined risk appetite as follows: “the amount and
type of risk that the Management Board is willing to accept in pursuit of our
strategic business objectives”.
The risk appetite guidance is set by our Management Board for each principal
risk area. It is against this that net (residual) risks are compared to decide
whether further action is required. What is acceptable may be affected by the
value of assets lost or wasted in the event of an adverse impact; stakeholder
perception of such an impact; the cost of implementing actions to further
manage the risk; the likelihood of the risk occurring; and the balance of
potential benefit to be gained.
Gaps between the current net (residual) risk levels and the risk appetite levels
expressed by our Management Board are addressed by four possible responses:
Accept, Mitigate, Transfer or Avoid. The response depends on the expressed risk
appetite level vis-à-vis the net risk level. Our risk management activities are
primarily focused on those risks we decide/need to mitigate. Through this
process, the key risks are prioritised according to our risk appetite, and we
highlight the risks requiring the most attention by our Management Board.
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Risk Management
each key control addressing the control objectives stated in the description.
The description in the ISAE 3000 report reflects the period of 1 May 2022 to
31 December 2022 and relates solely to online payments executed by
consumers in the European Union (‘EU’) insofar as related Partners have
successfully complied with our onboarding procedures (e.g., AML/CFT
procedures). Testing by Internal Audit was conducted in accordance with the
International Standard on Assurance Engagements 3000 ‘Assurance Report on
Controls at a Service Organisation’, issued by the International Auditing and
Assurance Standards Board.
TYPE DOMAINS
Business controls
•
Partner account management,
•
Order placement and transmittal,
•
Payment processing by PSPs,
•
Invoicing,
•
Transaction monitoring,
•
Partner payout,
•
Refunds.
General IT controls
•
Access to programs and data,
•
Programme changes,
•
Computer operations,
•
Service level management.
Risk monitoring
Identified actions are regularly followed up with the business and the progress
is reported to the members of our Management Board. Further, selected actions
and controls are tested from time to time by our first, second, and/or third lines
of defence. Attention has been given to observed weaknesses, identified
instances of misconduct and irregularities, lessons learned and findings from
our Internal Audit function and the external auditor. Where necessary,
improvements have been or are in the process of being made to risk
management and control systems.
As long as the Company’s securities are registered under the US Securities
Exchange Act, we are bound by, among others, SOx and specifically control-
related sections 302 and 404. Section 302 mandates a set of internal
procedures designed to ensure accurate financial disclosure. Section 404
requires our Management Board and the external auditor to report on the
adequacy of internal controls on financial reporting. The InfoSec Risk and
Control function started with the SOx control implementation in September
2020 and reported frequently on the progress to our SOx/Controls steering
committee, chaired by our CFO.
The Company aims to deregister its securities under the US Securities Exchange
Act in the first half of 2023 and consequently the SOx requirements will no
longer be applicable. This Annual Report is not prepared with the intention to
cover any of the SEC reporting requirements.
Takeaway.com Group B.V. also has an ISAE 3000 report in place. The report
contains the description of our online payment processing system of legacy
Takeaway.com for processing transactions on behalf of Partners, the relevant
key controls, and the opinion of Internal Audit on the operating effectiveness of
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Risk Management
An additional layer of risk reporting is through the monitoring of key risk
indicators. These key risk indicators are quantitative metrics that serve as early
warning signals regarding the status of our principal risks. By complementing
existing qualitative updates with such quantitative reporting, the InfoSec Risk
and Control function can provide more insightful and actionable insights on
risks to assist informed decision-making. This is supported by our strong
business intelligence and analytics capability which supports the InfoSec Risk
and Control function to quickly detect unusual trends and follow up on these if
necessary.
Process and control owners in the first line of defence are responsible for the
design, implementation and operating effectiveness of assigned controls and
actions to address principal and other risks. Senior management and other
personnel discuss (indirectly or directly) controls with the respective Managing
Director on a periodic basis. These meetings, other discussions, and relevant
supporting evidence serve partially as substantiation for our in-control
statement. The design and operating effectiveness of selected controls is
periodically assessed by our second lines of defence (i.e., InfoSec Risk and
Control, and Compliance functions) as well as the third line of defence (Internal
Audit).
We also updated our annual fraud risk assessment in the second half of 2022.
Our stance with regard to integrity is clearly outlined in our Code of Conduct.
Any incidents of fraud and theft within Just Eat Takeaway.com will be promptly
investigated, reported and, where appropriate, lead to disciplinary actions
(from warnings to immediate dismissals). In addition, we carried out in-depth
investigations of (possible) fraud cases, which led to an intermediate update of
the fraud risk assessment.
Several other business processes (i.e. privacy, JET Pay - previously: Takeaway
Pay) were also assessed by our InfoSec Risk and Control function and the
Compliance functions of Takeaway.com Payments B.V. and Just Eat
Takeaway.com and/or were internally audited by our Internal Audit function.
The InfoSec team also assessed our current IT risk and control mitigation
environments of the Just Eat Takeaway.com platforms and related applications
against the Good Practice Information Security 2019/2020 as issued by the DNB.
This Good Practice, in our view, also covers ISO 27002 requirements, the leading
international standard for an information security management system.
Reporting
The InfoSec Risk and Control function reports to the risk committee on a regular
basis to discuss key risk matters on a qualitative and quantitative basis. This is
attended by members of our Management Board and other key stakeholders
related to risk management. Additionally, the function meets frequently with
our CFO as well as our CEO to discuss InfoSec risk and control observations
noted in the preceding period. Actions that need additional escalation or
support from the (members of our) Management Board are raised with the
relevant Managing Director as required. The InfoSec Risk and Control function is
also engaged in regular communication with senior country leadership in the
markets we operate in to identify new or emerging risks and issues requiring
attention as well as common risk themes arising across different markets.
InfoSec Risk and Control periodically reports to the Audit Committee, which is
independent and oversees Just Eat Takeaway.com’s approach to risk
management.
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Risk Management
Improvements to the risk management system
In 2022, we made a number of improvements to our ERM system as follows:
•
Refreshed the ERM policy and risk management methodology,
•
Invested in resources in the InfoSec Risk and Control function,
•
Enhanced our monitoring of key risk indicators to drive more meaningful
risk insights in a timely manner,
•
Established a risk committee with more engagement from senior
stakeholders,
•
Enhanced the risk reporting to the CFO and the Management Board,
•
Updated the principal risks for Just Eat Takeaway.com and key markets and
the global fraud risk assessment.
Non-exhaustive list of principal risks
Based on the process described, we have revalidated our 12 principal risks.
The principal risks published in the Company’s 2021 Annual Report were
reviewed by senior management and the Management Board through a series
of one-on-one interviews and it was determined that the principal risks
continued to apply throughout 2022, with only minor wording changes made to
this list. Below we have described the development of these risks during 2022
and the mitigating actions we have taken.
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Risk at a glance
RISK AREA RISK RISK DESCRIPTION RISK APPETITE
Strategic Innovation Our creativity and/or pace may be lacking, in the way that we transform our service, relative to competition/market
demands. Also, platform migrations and too many/changing priorities may prevent us from truly innovating our
products.
Competition Competitive forces may prevent us from achieving our goals, leading to declining revenues or margins.
Brand and reputation Failure to maintain our reputation and TOMA in each market we operate in..
Acquisitions We have grown significantly through acquisitions. We may fail to conduct adequate due diligence or fail to achieve the
expected synergy effects.
Global strategic projects Given our growth, significant investments occur in programmes for improving efficiency, expanding choice and
consumer and Partner satisfaction and other strategic objectives. There is a risk that the outcomes do not meet our
intended objectives.
Information
Technology
Technology reliability and
availability
The reliability and/or availability of our platforms and wider technology supplier ecosystem may be compromised,
including the inability to (timely) recover from disruptions.
Legal and
regulatory
Legal and regulatory Non-compliance resulting in financial penalties, litigation or negative public relations, and effects on our margins due
to restrictive(or changing) laws and regulations. Examples of current and emerging legislative and regulatory
requirements include:
•
Food legislation/tax (HFSS)
•
Payment Service Directives
•
New tax legislations
•
Climate change, environmental impacts and opportunities
•
Gig economy (independent contractor courier model vs. employed courier model)
•
Competition regulations
Data security and privacy Sensitive commercial and privacy data may be used and/or retained without authorisation/against the law, or is
stolen.
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RISK AREA RISK RISK DESCRIPTION RISK APPETITE
Financial Financial management Challenging conditions or a downturn in the global economy could detrimentally impact our ability to meet our
financial obligations or raise required capital. Additionally, the scale and global nature of our business increases the
complexity of sound financial management and consequently increases the risk of material errors in our financial
reports.
Operational People Critical skills shortage, no market-leading workforce to deliver on our strategy, lack of succession planning,
and inability to foster a diverse and inclusive culture.
Operational excellence Expansion and/or change to our Delivery business model represents a significant cost investment to us and there is a
risk to long-term margins and profitability expectations. It has a significant upside potential, but we may fail on the
opportunities presented.
Integration and
transformation
Combining of our technologies, processes, information, people and/or departments raises the risk of inadequate
integration or transformation. This could relate to e.g. inadequate enterprise governance and
operational design, and insufficient ownership and managing change.
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STRATEGIC STRATEGIC STRATEGIC
Innovation Competition Brand and reputation
Our creativity and/or pace may be lacking, in the way that
we transform our service, relative to competition/market
demands. Also, platform migrations and too many/changing
priorities may prevent us from truly innovating our
products.
Main actions and controls
•
Investing in innovative Product teams and strong focus on
innovative solutions and offerings,
•
Entering new verticals such as groceries and convenience,
•
Restructuring Product and Technology teams to maximise
capacity for innovative developments and proper
management of rolling out innovative solutions,
•
Maintaining organisational agility, setting the right priorities
and aligning processed to enable swift response to new
market developments,
•
Investing in our B2B opportunities,
•
Investing In our marketplace and logistical solutions,
•
Maintain leadership in most markets we are active in
Potential impact
Disruptive innovation or lacking creativity or innovation pace
could affect our ability to retain consumers which can lead to a
material adverse impact on our business, results of operations,
financial condition and prospects.
Competitive forces may prevent us from achieving our
goals, leading to declining revenues or margins.
Main actions and controls
•
Continue creating, maintaining or expanding our leading (in
terms of GTV) position in our markets through investments in
our brands and our service, through strategic partner growth,
and ongoing business intelligence/advanced analytics,
•
Continued focus on portfolio management and potential
mergers and acquisitions,
•
Ongoing focus on top-of-mind brand awareness,
•
Regular working capital assessments and looking into
opportunities to constantly improve our cash position to
meet or exceed the cash resources of our competitors.
Potential impact
We view market leadership as key to long-term success in our
industry. We also believe that sustainable profitability is more
achievable from a position of market leadership so to
increasingly be able to benefit from network effects. Failure to
achieve a leadership position could lead to a loss of, or failure to
increase, market share or otherwise materially adversely affect
our business, results of operations, financial condition and
prospects.
Failure to maintain our reputation and top-of-mind brand
awareness in each market we operate in.
Main actions and controls
•
High top-of-mind brand awareness is critical to market
leadership which in turn drives long-term profitability and
sustainability of our operations. As such, improving our
top-of-mind brand awareness in each market by continuing
our significant marketing efforts is key to our success,
•
Press coverage in relation to our business is constantly
monitored and, where appropriate, media response actions
are swiftly taken,
•
Entered into a successful UEFA marketing campaign.
Potential impact
Failure to improve or maintain our top-of-mind brand awareness
could result in a material adverse impact on our results of
operations, and financial condition.
Failure to maintain brand appeal is a potential business threat
and negative publicity could have a material adverse effect on
our reputation and the reputation of our brands, and that may
adversely affect our results of operations, and financial
condition.
Risk severity trend compared
to prior year:
Risk severity trend compared
to prior year:
Risk severity trend compared
to prior year:
Severity of risk, considering mitigation actions, is lower
No change to severity of risk Severity of risk, considering mitigating actions, is higher
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STRATEGIC STRATEGIC INFORMATION TECHNOLOGY
Acquisitions Global strategic projects Technology reliability and availability
We have grown significantly through acquisitions. We may
fail to conduct adequate due diligence or fail to achieve the
expected synergy effects.
Main actions and controls
•
Proven Legal, BI & Analytics, FP&A and Corporate
Development experts as well as reputable third-party experts
in place,
•
Ongoing monitoring of KPIs by our Management Board on
synergy effects, opportunities, and alignment activities,
•
Project management office working closely together with our
Management Board to integrate acquired businesses.
Potential impact
Failing to conduct a proper due diligence or failing to achieve
synergy effects could lead to a material adverse impact on our
results of operations, financial condition, and prospects.
Given our growth, significant investments occur in
programmes for improving efficiency, expanding choice
and consumer and partner satisfaction and other strategic
objectives. There is a risk that the outcomes do not meet
our intended objectives.
Main actions and controls
•
Clarity on our strategy and business case actions, ensuring
that we take actions with credible benefits,
•
Significant strategic focus of the Management Board and
oversight by the Supervisory Board,
•
Increased engagement with local management teams to
understand project impacts in different geographies,
•
Executing controls within programme management, hiring
experienced delivery teams, and monitoring progress.
Potential impact
Failing to properly execute on global strategic projects could
lead to a material adverse impact on our results of operations,
financial condition, and prospects.
The reliability and/or availability of our platforms and wider
technology supplier ecosystem may be compromised,
including the inability to (timely) recover from disruptions.
Main actions and controls
•
Continuous investments in our IT (security) environments,
both in human resources and software solutions,
•
Regular testing of selected IT application and general IT
controls for operating effectiveness to reduce the risk of
IT-related failures,
•
Strong 24/7 monitoring tools to measure reliability and
availability of our IT infrastructures and processes,
•
Scenario-based testing of maturity of business continuity
measures,
•
Monitoring by our second line function Information Security
(e.g. vulnerability assessments, bug bounty programs, threat
assessments).
Potential impact
Any sustained failure of our IT systems would have a significant
adverse impact on our reputation, our business, our results of
operations, financial condition, and prospects.
Risk severity trend compared
to prior year:
Risk severity trend compared
to prior year:
Risk severity trend compared
to prior year:
Severity of risk, considering mitigation actions, is lower
No change to severity of risk Severity of risk, considering mitigating actions, is higher
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Risk Management
LEGAL AND REGULATORY LEGAL AND REGULATORY FINANCIAL
Legal and regulatory Data security and privacy Financial management
Non-compliance resulting in financial penalties, litigation or
negative public relations, and effects on our margins due to
restrictive (or changing) laws and regulations. Examples of
current and emerging legislative and regulatory
requirements include:
•
Food legislation/tax (HFSS)
•
Payment Service Directives
•
New tax legislations
•
Climate change, environmental impacts and opportunities
•
Gig economy (independent contractor courier model vs.
employed courier model)
•
Competition regulations
Main actions and controls
•
Second-line and third-line functions monitor emerging, new
and evolving risks,
•
Engaging external specialists to assist in adherence to laws
and regulations,
•
Establishing project teams to address significant legislative
changes,
•
Taking proactive ‘gig economy’ measures,
•
Development of climate risk framework (refer to Our
Responsible Business and Sustainability Approach section for
more information).
Potential impact
Non-compliance could lead to fines, litigation, reputational
damage, regulatory intervention, revocation of the license of
Takeaway.com Payments, all could cause a material adverse
impact on our reputation, business, results of operations,
financial condition, and reputation.
Sensitive commercial and privacy data may be used and/or
retained without authorisation/against the law, or is stolen.
Main actions and controls
•
Periodic reassessment of privacy related risks and controls,
•
Growing second line teams and systems to address risks,
•
Recurring privacy, data protection, and information security
awareness trainings,
•
Privacy council in place to address privacy-related concerns,
controls, events, etc.,
•
New governance, risk and control software tool which will
ensure more effective monitoring and reporting on
information security risks,
•
Information Security addressing privacy data risks and
following up on security threats.
Potential impact
Non-compliance could lead to regulatory fines, claims or
litigation which may lead to a material adverse impact on our
reputation, business, results of operations, financial condition,
and prospects.
The leakage of sensitive commercial data could lead to a
material adverse impact on our results of operations, financial
condition, and reputation.
Challenging conditions or a downturn in the global economy
could detrimentally impact our ability to meet our financial
obligations or raise required capital. Additionally, the scale
and global nature of our business increases the complexity
of sound financial management and consequently increases
the risk of material errors in our financial reports.
Main actions and controls
•
Various monitoring layers to review (non-)financial reports are
in place,
•
Senior management review material balances, complex
judgements and financial controls giving ongoing
improvement input to the Finance teams,
•
Finance transformation project is ongoing to improve quality
and timeliness of financial reporting processes.
•
Harmonisation of finance systems
•
Successful sale of our stake in iFood in 2022.
•
Consistent monitoring of cash flow position and valuation.
Potential impact
Financial mismanagement or unintentional misstatements or
manipulation could adversely affect our relationships with
various stakeholders and therefore materially adversely impact
our reputation, business, results of operations, financial
condition, and prospects.
Risk severity trend compared
to prior year:
Risk severity trend compared
to prior year:
Risk severity trend compared
to prior year:
Severity of risk, considering mitigation actions, is lower
No change to severity of risk Severity of risk, considering mitigating actions, is higher
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Risk Management
OPERATIONAL OPERATIONAL OPERATIONAL
People Operational excellence Integration and transformation
Critical skills shortage, no market-leading workforce to
deliver on our strategy, lack of succession planning, and
inability to foster a diverse and inclusive culture.
Main actions and controls
•
HR talent programme implemented,
•
Employee voice – we listen to our employees, and regularly
measure their engagement to ensure we have a clear
employee value proposition that motivates and retains talent,
•
Competitive benefit plans in place to align employee and
shareholder incentives,
•
Regular assessments of attrition across the organisation and
adapting to new trends,
•
Implementation of updated Code of Conduct and Speak Up
Policy.
Potential impact
The loss of their services would result in a loss of knowledge and
experience which could adversely affect our ability to
effectively determine and execute our strategic objectives.
Expansion and/or change to our Delivery business model
represents a significant cost investment to us and there is a
risk to long-term margins and profitability expectations. It
has a significant upside potential, but we may fail on the
opportunities presented.
Main actions and controls
•
Operational improvements to increase the efficiency of our
logistics business
•
Constant focus of the Management Board and senior
management on the success of the Delivery business model,
•
Significant investments in our logistical service expansion
worldwide to increase supply,
•
Constantly considering improvements in unit economics and
assessing network effects.
Potential impact
Failing to achieve longer-term business margins could lead to a
material adverse impact on our results of operations, financial
condition, and prospects.
Combining of our technologies, processes, information,
people and/or departments raises the risk of inadequate
integration or transformation. This could relate to e.g.
inadequate enterprise governance and operational design,
and insufficient ownership and managing change.
Main actions and controls
•
Established an integration management office to assist with
significant integrations and transformations,
•
Extensive experience with integration programs,
•
Proven internal and external resources,
•
Assurance on integration programme by Internal Audit,
•
Ongoing monitoring of KPIs.
Potential impact
Integration and transformation may prove to be more costly
than anticipated, may lead to failure to discover material
liabilities for which we may be responsible, and/or we may not
be able to retain acquired key staff members, Partners, and
consumers.
Risk severity trend compared
to prior year:
Risk severity trend compared
to prior year:
Risk severity trend compared
to prior year:
Severity of risk, considering mitigation actions, is lower
No change to severity of risk Severity of risk, considering mitigating actions, is higher
164
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Financial Statements
167
168 Consolidated statement of profit or loss and other
comprehensive income
169 Consolidated statement of financial position
171 Consolidated statement of changes in equity
172 Consolidated statement of cash flows
174 Notes to the Consolidated financial statements
174 1 General
174 2 Basis of preparation
180 3 Operating segments
183 4 Revenue
186 5 Order fulfilment costs
187 6 Staff costs
188 7 Share-based payments
197 8 Other operating expenses
197 9 Finance income and expense
198 10 Income taxes
205 11 Business combinations
207 12 Goodwill
213 13 Other intangible assets
216 14 Property and equipment
218 15 Investments in associates
220 16 Trade and other receivables
222 17 Other current assets
222 18 Cash and cash equivalents
223 19 Equity
225 20 Basic and diluted loss per share
225 21 Borrowings
228 22 Provisions
229 23 Trade and other liabilities
229 24 Financial instruments
234 25 Leases
236 26 Related party transactions
237 27 Off-balance sheet commitments
238 28 Contingent liabilities
240 29 List of subsidiaries
243 30 Events after the reporting period
243 31 Restatement of prior year comparatives
245
Company statement of profit or loss
246 Company statement of financial position
247 Notes to the Company financial statements
247 32 Summary of significant accounting policies
247 33 Other operating expenses
248 34 Participating interests
248 35 Borrowings
249 36 Trade and other liabilities
249 37 Employees
249 38 Fees and services by the external auditor
250 39 Remuneration Management and Supervisory Boards
251 40 Loans, prepayments and guarantees by participating interests
251 41 Off-balance sheet commitments
251 42 Loss allocation
251 43 Events after the reporting period
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€ millions Note 2022 2021
Revenue 4 5,561 4,495
Courier costs 5 (2,599 ) (2,531 )
Order processing costs 5 (571 ) (406 )
Staff costs 6 (1,259 ) (890 )
Other operating expenses 8 (1,377 ) (1,164 )
Depreciation, amortisation and impairments 12, 13, 14, 25 (5,168 ) (443 )
Operating loss (5,413 ) (939 )
Share of results of associates 15 (35 ) (62 )
Finance income 9 38 23
Finance expense 9 (85 ) (76 )
Other gains and losses 15 (273 ) 2
Loss before income tax (5,768 ) (1,052 )
Income tax benefit 10 101 8
Loss for the period (5,667 ) (1,044 )
Other comprehensive income
Items that may be reclassified subsequently to profit or loss:
Foreign currency translation gain related to foreign operations, net of tax 153 718
Equity-accounted investees - share of other comprehensive income 15 276
Reclassification of foreign currency translation on loss of significant influence to profit or loss 15 (84 )
Other comprehensive income for the period 345 718
Total comprehensive loss for the period (5,322 ) (326 )
Loss attributable to:
Owners of the Company (5,667 ) (1,031 )
Non-controlling interests (0 ) (13 )
Total comprehensive loss attributable to:
Owners of the Company (5,322 ) (313 )
Non-controlling interests (0 ) (13 )
Loss per share (expressed in € per share)
Basic loss per share 20 (26.51 ) (5.61 )
Diluted loss per share 20
(26.51 ) (5.61 )
The accompanying Notes are an integral part of these Consolidated financial statements. Amounts may not add up due to rounding.
for the year ended 31 December
Consolidated statement of profit or loss and other comprehensive income
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€ millions Note 2022 2021 (restated*)
Assets
Goodwill 12 3,926 8,294
Other intangible assets 13 5,217 5,531
Property and equipment 14 200 185
Right-of-use assets 25 333 354
Investments in associates 15
Deferred tax assets 10 2 6
Other non-current assets 4 64 76
Total non-current assets 9,742 15,963
Trade and other receivables 16 433 307
Other current assets 17 136 159
Current tax assets 10 20 44
Inventories 37 33
Cash and cash equivalents 18 2,020 1,320
Total current assets 2,646 1,863
Total assets 12,389 17,826
as at 31 December
Consolidated statement of financial position
*
The comparative information is restated in line with IFRS 3 on account of Grubhub’s acquisition measurement period adjustments. Reference is made to Note 31.
The accompanying Notes are an integral part of these Consolidated financial statements. Amounts may not add up due to rounding.
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€ millions Note 2022 2021 (restated*)
Equity and Liabilities
Total shareholders’ equity 19 7,903 13,050
Non-controlling interests (8 ) (8 )
Total equity 7,895 13,042
Borrowings 21 2,001 2,236
Deferred tax liabilities 10 750 910
Lease liabilities 25 311 316
Provisions 22 24 81
Total non-current liabilities 3,085 3,543
Borrowings 21 4 5
Lease liabilities 25 64 59
Provisions 22 91 59
Trade and other liabilities 23 1,183 1,082
Current tax liabilities 10 66 36
Total current liabilities 1,408 1,241
Total liabilities 4,494 4,784
Total equity and liabilities 12,389 17,826
*
The comparative information is restated in line with IFRS 3 on account of Grubhub’s acquisition measurement period adjustments and due to the reclassification of amounts previously presented as the current portion of the convertible bonds and
senior notes to non-current liabilities. Reference is made to Note 31 and Note 21 respectively.
The accompanying Notes are an integral part of these Consolidated financial statements. Amounts may not add up due to rounding.
as at 31 December
Consolidated statement of financial position (continued)
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Note Share
capital
Share
premium
Foreign
currency
translation
Fair value
through OCI
reserve
Equity-
settled
share-based
payments
reserve
Equity
component
of
convertible
bonds
Accumulated
deficits
Total share-
holders’
equity
Non-con-
trolling
interest
Total
equity
€ millions
Legal reserve Other reserves
Balance as at 31 December 2020 6 8,801 (345 ) 323 24 74 (384 ) 8,499 5 8,504
Total comprehensive income / (loss)
(1,031 ) (313 ) (13 ) (326 )
Issuance of shares related to business combination
11 3 4,637
Transaction costs 11
(33 )
(33 )
(33 )
Issuance of convertible bonds 21
Deferred tax on convertible bonds 10
(15 )
(15 )
(15 )
Share-based payments 7 0 45
Transfer to accumulated deficits 19
(323 )
Direct equity movements from associates 15
(79 ) (79 )
(79 )
Balance as at 31 December 2021 9 13,450 373
Total comprehensive income / (loss)
(5,667 ) (5,322 ) (0 ) (5,322 )
Deferred tax on convertible bonds 10
(3 )
(3 )
(3 )
Share-based payments 7 0 158
(2 )
Balance as at 31 December 2022 9 13,607 718
The accompanying Notes are an integral part of these Consolidated financial statements. Amounts may not add up due to rounding.
Consolidated statement of changes in equity
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€ millions Note 2022 2021 (amended*)
Loss for the period (5,667 ) (1,044 )
Adjustments:
Depreciation, amortisation and impairments 12, 13, 14, 25 5,168 443
Share of results of associates 15 35 62
Loss on disposal of investment in associates 15 275
Equity-settled share-based payments 7 166 76
Finance income and expense recognised in profit or loss 9 47 53
Other non-cash adjustments (1 ) (5 )
Income tax benefit recognised in profit or loss 10 (101 ) (8 )
(78 ) (423 )
Changes in:
Inventories (4 ) (17 )
Trade and other receivables 16 (126 ) 5
Other current assets 27 7
Other non-current assets 11 (32 )
Trade and other liabilities 85 85
Provisions (28 ) 52
Net cash used in operations (113 ) (323 )
Interest paid 21, 25 (48 ) (47 )
Income taxes paid 10 (5 ) (53 )
Net cash used in operating activities (166 ) (423 )
Cash flows from investing activities
Investment in other intangible assets 13 (93 ) (53 )
Investment in property and equipment (108 ) (98 )
Acquisition of subsidiaries, net of cash acquired 3 128
Proceeds from sale of investment in associates 15 1,500
Funding provided to associates 15 (88 ) (83 )
Net cash generated by / (used in) investing activities 1,214 (106 )
Consolidated statement of cash flows
for the year ended 31 December
The accompanying Notes are an integral part of these Consolidated financial statements. Amounts may not add up due to rounding.
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€ millions Note 2022 2021 (amended*)
Cash flows from financing activities
Proceeds from issuance of ordinary shares 7 5 4
Transaction costs related to issuance of ordinary shares accounted through equity 11
(33 )
Principal element of lease payments 25 (54 ) (37 )
Proceeds from borrowings 21
Transaction costs related to borrowings 21
(15 )
Repayments of borrowings 21 (300 )
Taxes paid related to net settlement of share-based payment awards 7 (15 ) (16 )
Net cash generated by / (used in) financing activities (365 ) 1,312
Net increase in cash and cash equivalents 683 783
Cash and cash equivalents at beginning of year 18 1,320 529
Effects of exchange rate changes of cash held in foreign currencies 17 8
Cash and cash equivalents at end of year 2,020 1,320
*
The comparative information is amended to separately show the movements in Other non-current assets and Provisions. Reference is made to Note 2 Amendments to 2021 presentation paragraph.
The accompanying Notes are an integral part of these Consolidated financial statements. Amounts may not add up due to rounding.
Consolidated statement of cash flows (continued)
for the year ended 31 December
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Notes to the
Consolidated
financial
statements
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6 Staff costs
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Notes to the
Company
financial
statements
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Amsterdam, 1 March 2023
The Management Board
Jitse Groen Brent Wissink Jörg Gerbig Andrew Kenny
CEO CFO COO CCO
The Supervisory Board
Dick Boer Corinne Vigreux Ron Teerlink
Chair Vice-Chair
Mieke De Schepper Jambu Palaniappan Lloyd Frink
Just Eat Takeaway.com Annual Report 2022
Other Information
254
Independent Auditor’s Report
To the shareholders and the Supervisory Board of Just Eat Takeaway.com N.V.
Report on the audit of the financial statements
included in the annual report
Our opinion
We have audited the accompanying financial statements 2022 of Just Eat
Takeaway.com N.V., (hereafter the ‘Company’ or the ‘Group’) based in
Amsterdam. The financial statements comprise the consolidated financial
statements and the Company financial statements as set out in pages 166 to 251
of the annual report.
In our opinion:
•
The accompanying consolidated financial statements give a true and fair
view of the financial position of Just Eat Takeaway.com N.V. as at December
31, 2022, and of its result and its cash flows for 2022 in accordance with
International Financial Reporting Standards, as adopted by the European
Union (EU-IFRS) and with Part 9 of Book 2 of the Dutch Civil Code.
•
The accompanying Company financial statements give a true and fair view
of the financial position of Just Eat Takeaway.com N.V. as at December 31,
2022, and of its result for 2022 in accordance with Part 9 of Book 2 of the
Dutch Civil Code.
The consolidated financial statements comprise:
1. The consolidated statement of financial position as at December 31, 2022.
2. The following statements for 2022: the consolidated statement of profit or
loss and other comprehensive income, the consolidated statement of
changes in equity and cash flows.
3. The notes comprising a summary of the significant accounting policies and
other explanatory information.
The Company financial statements comprise:
1. The Company statement of financial position as at December 31, 2022.
2. The Company statement of profit or loss for 2022.
3. The notes comprising a summary of the accounting policies and other
explanatory information.
Basis for our opinion
We conducted our audit in accordance with Dutch law, including the Dutch
Standards on Auditing. Our responsibilities under those standards are further
described in the 'Our responsibilities for the audit of the financial statements'
section of our report.
We are independent of Just Eat Takeaway.com N.V. in accordance with the EU
Regulation on specific requirements regarding statutory audit of public-interest
entities, the Wet toezicht accountantsorganisaties (Wta, Audit firms supervision
act), the Verordening inzake de onafhankelijkheid van accountants bij assurance-
opdrachten (ViO, Code of Ethics for Professional Accountants, a regulation with
respect to independence) and other relevant independence regulations in the
Netherlands. Furthermore, we have complied with the Verordening gedrags- en
beroepsregels accountants (VGBA, Dutch Code of Ethics).
We believe the audit evidence we have obtained is sufficient and appropriate to
provide a basis for our opinion.
Information in support of our opinion
We designed our audit procedures in the context of our audit of the financial
statements as a whole and in forming our opinion thereon. The following
information in support of our opinion was addressed in this context, and we do
not provide a separate opinion or conclusion on these matters.
Just Eat Takeaway.com Annual Report 2022
Other Information
255
Materiality
Based on our professional judgement we determined the materiality for the
financial statements as a whole at EUR 35 million (2021: EUR 32 million).
Consistent with 2021, consolidated revenues are used as a benchmark to
calculate the materiality. The materiality is based on 0.6% of consolidated
revenues (2021: 0.7% of consolidated revenues).
We have also taken into account misstatements and/or possible misstatements
that in our opinion are material for the users of the financial statements for
qualitative reasons.
Audits of components were performed using materiality levels determined by
the judgement of the group audit team, taking into account the materiality of
the financial statements as a whole and the reporting structure within the
group. Component performance materiality did not exceed EUR 15.7 million
(2021: EUR 13.2 million).
We agreed with the Supervisory Board that misstatements in excess of
EUR 1.75 million (2021: EUR 1.60 million), which are identified during the audit,
would be reported to them, as well as smaller misstatements that in our view
must be reported on qualitative grounds.
Scope of the group audit
Just Eat Takeaway.com N.V. is at the head of a group of entities. The financial
information of this group is included in the consolidated financial statements of
Just Eat Takeaway.com N.V. In establishing the overall group audit strategy and
plan, we determined the type of work that needed to be performed at the
components by the group engagement team and by the auditors of
components. We directed and supervised the work of component auditors as
part of the group audit.
Our group audit mainly focused on the significant group entities within the
Group. Our assessment was performed as part of our audit planning and was
aimed to obtain sufficient coverage of the risks of a material misstatement for
the material account balances, classes of transactions and disclosures that we
have identified. In addition, we considered qualitative factors as part of our
assessment. In establishing the overall group audit strategy and plan, we
determined the type of work that needed to be performed at the components
by the group audit team and by the component auditors.
Where the work was performed by component auditors, we determined the
level of involvement we needed to have in the audit work at those components
to be able to conclude whether sufficient appropriate audit evidence was
obtained as a basis for our opinion on the group financial statements as a whole.
For each component we determined whether we required an audit of their
complete financial information or whether other audit procedures would be
sufficient.
The following components were subject to a full scope audit: the United States,
Canada, The Netherlands, Germany, United Kingdom, and Australia. These
components were selected because of their financial significance to the group’s
revenue, assets or liabilities. Most oversight procedures have been performed
remotely whereby we varied the nature, timing and extent of these procedures.
The Group engagement team visited the United States and the United Kingdom
and held online sessions with local management and component auditors of
other key locations. In addition, the component auditors performed review
procedures or specified audit procedures at other components.
Our group audit scoping resulted in a coverage of 87% of consolidated revenues
and 93% of consolidated assets.
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Other Information
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As part of our process of identifying fraud risks, we evaluated fraud risk factors
with respect to financial reporting fraud, misappropriation of assets and bribery
and corruption in close co-operation with our forensic specialists. We evaluated
whether these factors indicate that a risk of material misstatement due fraud is
present.
Following these procedures, and the presumed risks under the prevailing
auditing standards, we considered the fraud risks in relation to management
override of controls, including evaluating whether there was evidence of bias by
the Management Board, which may represent a risk of material misstatement
due to fraud.
We incorporated elements of unpredictability in our audit. We also considered
the outcome of our other audit procedures and evaluated whether any findings
were indicative of fraud or non-compliance.
We considered available information and made enquiries of relevant executives
and directors including Management Board, Legal General Counsel, Internal
Audit, Risk and Control department, Finance department and the Supervisory
Board.
We tested the appropriateness of journal entries recorded in the general ledger
using data analytics tooling and other adjustments made in the preparation of
the financial statements.
We evaluated whether the selection and application of accounting policies by
the group, particularly those related to subjective measurements and complex
transactions, may be indicative of fraudulent financial reporting.
We evaluated whether the judgments and decisions made by management in
making the accounting estimates included in the financial statements indicate a
possible bias that may represent a risk of material misstatement due to fraud.
The group consolidation, financial statements disclosures, and certain centrally
coordinated topics were audited by the group engagement team at head office.
These include among others: the annual impairment testing on goodwill,
purchase price allocation of acquisitions, share-based payment accounting and
claims and litigations. Specialists were involved in the areas covering fraud risk,
tax accounting, environmental social and governance, information technology,
data analytics, and valuation.
By performing the procedures mentioned above at group entities, together
with additional procedures at group level, we have been able to obtain sufficient
and appropriate audit evidence about the group's financial information to
provide an opinion on the consolidated financial statements.
Audit approach fraud risks
We identified and assessed the risks of material misstatements of the financial
statements due to fraud. During our audit we obtained an understanding of the
entity and its environment and the components of the system of internal
control, including the risk assessment process and management's process for
responding to the risks of fraud and monitoring the system of internal control
and how the Supervisory Board exercises oversight, as well as the outcomes.
We refer to the Risk management paragraph of the Governance section for
management’s fraud risk assessment and the Report of the Supervisory Board
in which the Supervisory Board reflects on this fraud risk assessment.
We evaluated the design and relevant aspects of the system of internal control
and in particular the fraud risk assessment, as well as among others the code of
conduct, whistle blower procedures and incident registration. We evaluated the
design and the implementation and, where considered appropriate, tested the
operating effectiveness, of internal controls designed to mitigate fraud risks.
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Furthermore, the group is subject to other laws and regulations where the
consequences of non-compliance could have a material effect on amounts and/
or disclosures in the financial statements, for instance, through imposing fines
or litigation. In addition, we considered major laws and regulations applicable to
listed companies.
Our procedures are more limited with respect to these laws and regulations that
do not have a direct effect on the determination of the amounts and disclosures
in the financial statements. Compliance with these laws and regulations may be
fundamental to the operating aspects of the business, to Just Eat Takeaway.com
N.V.'s ability to continue its business, or to avoid material penalties (e.g.,
compliance with the terms of operating licenses and permits or compliance
with environmental regulations) and therefore non-compliance with such laws
and regulations may have a material effect on the financial statements.
Our responsibility is limited to undertaking specified audit procedures to help
identify non-compliance with those laws and regulations that may have a
material effect on the financial statements. Our procedures are limited to (i)
inquiry of management, the Supervisory Board, the Management Board and
others within the Group as to whether the Group is in compliance with such laws
and regulations and (ii) inspecting correspondence, if any, with the relevant
licensing or regulatory authorities to help identify non-compliance with those
laws and regulations that may have a material effect on the financial statements.
Naturally, we remained alert to indications of (suspected) non-compliance
throughout the audit.
Finally, we obtained written representations that all known instances of
(suspected) fraud or non-compliance with laws and regulations have been
disclosed to us.
Management insights, estimates and assumptions that might have a major
impact on the financial statements are disclosed in Note 2 to the consolidated
financial statements. We performed a retrospective review of management
judgments and assumptions related to significant accounting estimates
reflected in prior year financial statements. Impairment testing of intangible,
and tangible fixed assets, is a significant area to our audit as the determination
whether these assets are not carried at more than their recoverable amounts is
subject to significant management judgment. Reference is made to the section
“Our key audit matters”.
This did not lead to indications for fraud potentially resulting in material
misstatements.
Audit approach compliance with laws and regulations
We assessed the laws and regulations relevant to Just Eat Takeaway.com N.V.
through discussion with Legal, Internal Audit and the Management Board,
reading board minutes, and Compliance reports on the whistleblower
notifications.
We involved our forensic specialists in this evaluation.
As a result of our risk assessment procedures, and while realizing that the
effects from non-compliance could considerably vary, we considered adherence
to (corporate) tax law and financial reporting regulations, the requirements
under the International Financial Reporting Standards, as adopted by the
European Union (EU-IFRS) and Part 9 of Book 2 of the Dutch Civil Code with a
direct effect on the financial statements as an integrated part of our audit
procedures, to the extent material for the related financial statements.
We obtained sufficient appropriate audit evidence regarding provisions of those
laws and regulations generally recognized to have a direct effect on the financial
statements.
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258
knowledge obtained in our audit and we did not identify any material
inconsistencies as a result of these procedures.
Audit approach going concern
Our responsibilities, as well as the responsibilities of the Management Board
and the Supervisory Board, are outlined under the prevailing standards in the
“Description of responsibilities regarding the financial statements” section
below. The Management Board has assessed the going concern assumption,
as part of the preparation of the consolidated financial statements, and as
disclosed in the financial statements (Note 2 basis for preparation),
the Management Board believes that no events or conditions, give rise to doubt
about the ability of the group to continue in operation for at least twelve
months after reporting date.
We have obtained management’s assessment of the entity’s ability to continue
as a going concern, and have assessed the going concern assumption applied.
As part of our procedures, we evaluated whether sufficient appropriate audit
evidence has been obtained regarding, and have concluded on,
the appropriateness of management’s use of the going concern basis of
accounting in the preparation of the consolidated financial statements. Based
on these procedures, we did not identify any reportable findings related to the
entity’s ability to continue as a going concern.
Our key audit matters
Key audit matters are those matters that, in our professional judgement,
were of most significance in our audit of the financial statements. We have
communicated the key audit matters to the Supervisory Board. The key audit
matters are not a comprehensive reflection of all matters discussed.
In 2020 and 2021, the Company completed the acquisitions of Just Eat and
Grubhub Inc. Because of the significance of the acquisition accounting,
we included a key audit matter on business combinations. In the absence of
Because of the characteristics of fraud, particularly when it involves
sophisticated and carefully organized schemes to conceal it, such as forgery,
intentional omissions, misrepresentation and collusion, an unavoidable risk
remains that we may not detect all fraud during our audit.
The impact of climate change on our audit
In planning our audit, we have considered the Company’s analysis of the impact
of climate change on the Group’s operations and subsequent impact on its
financial statements. The Group sets out its assessment of the potential impact
of climate change in the “Our Responsible business and Sustainability approach”
section on pages 59 to 72 of the Report of the Management Board.
In conjunction with our climate risk specialists, we have held discussions with
the Company to understand their:
•
Process for identifying affected operations, including the governance and
controls over this process, and the subsequent effect on the financial
reporting of the Group.
•
Strategy to respond to climate change risks as they evolve including the
effect on the Group’s forecasts.
Our work has involved:
•
Challenging the completeness of the risks identified and considered in the
Group’s climate risk assessment and the conclusion that there is no material
impact of climate change risk on current year’s financial reporting.
•
Assessing information included in the annual report, and challenging the
consistency between the financial statements and the other parts of the
annual report.
We have not been engaged to provide assurance over the accuracy of climate
change information set out at pages 68 to 72 in the Annual Report. As part of
our audit procedures, we are required to read and consider this information to
consider whether it is materially inconsistent with the financial statements or
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259
•
We evaluated management's judgements and estimates related to
forecasted cashflows by comparing the business assumptions to historic
performance, future outlooks, analyst reports and market outlook,
and other relevant data.
•
We evaluated the sensitivity assessment, as well as the adequacy of related
disclosures in the notes to the consolidated financial statements.
Observation
Based on our procedures performed and our assessment of the disclosures
made, we have not identified any reportable matters. Our audit procedures are
deemed appropriate and sufficient to address the risks of material
misstatements.
Key audit matter – Revenue
The Company’s revenue of EUR 5.6 billion is derived principally from commission
fees paid by restaurants for the use of Just Eat Takeaway.com’s platforms in
connecting restaurants to consumers. Commission revenue is primarily earned
from restaurants on a per order basis as a percentage of the order value and is
derived from a high volume of transactions. Revenue is disclosed in Note 4 to
the consolidated financial statements.
Due to unremediated deficiencies identified in the prior year audit, we were not
able to rely on the operating effectiveness of related controls in a highly
automated environment in our audit of revenue. Therefore, we applied a non
control reliance approach on revenue, which we identified as a key audit matter.
The inability to rely on controls required the performance of incremental audit
procedures over revenue, including the need to involve our IT specialists and
professionals with expertise in data analytics.
significant acquisitions in 2022, we no longer included a key audit matter on
this.
Key audit matter – Goodwill
Indefinite lifetime intangibles, being goodwill, amounted to EUR 3.9 billion as at
December 31, 2022 after recognition of impairment losses throughout the year
of EUR 4.5 billion. Goodwill represents 32% of the Company’s total assets at
year end. Goodwill is allocated to cash generating units (CGUs) for which
management is required to assess the recoverability at least annually, or more
frequently when there is an indication that goodwill may be impaired.
The Company used assumptions and applied judgments in forecasting future
market and economic conditions. The key assumptions, impairments recorded,
and sensitivities are disclosed in Note 12 to the consolidated financial
statements.
We identified the valuation of goodwill as a key audit matter, because of the
significant estimates management makes to determine the recoverable amount
and because of the significance of the impairment losses recognized in 2022.
This required a high degree of auditor’s professional judgment and an increased
extent of effort, including the need to involve our fair value specialists when
performing audit procedures to evaluate the reasonableness of management’s
estimates used in the annual impairment test that was also the basis for
calculating the impairment losses.
How the key audit matter was addressed in the audit
Our audit procedures related to the annual impairment test of goodwill
included, but were not limited to, the following:
•
With the assistance of our fair value specialists, we evaluated and
benchmarked the discount rate and the valuation methodologies used by
management to determine the recoverable amount in the annual
impairment tests and to calculate the impairment losses.
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260
Report on the other information included in The Annual
Report
The Annual Report contains other information, in addition to the financial
statements and our auditor's report thereon.
The other information consists of:
•
Report of the Management Board.
•
Other Information included in the annual report.
•
Other Information as required by Part 9 of Book 2 of the Dutch Civil Code.
Based on the following procedures performed, we conclude that the other
information:
•
Is consistent with the financial statements and does not contain material
misstatements.
•
Contains all the information as required by Part 9 of Book 2 of the Dutch
Civil Code.
We have read the other information. Based on our knowledge and
understanding obtained through our audit of the financial statements or
otherwise, we have considered whether the other information contains material
misstatements.
By performing these procedures, we comply with the requirements of Part 9 of
Book 2 of the Dutch Civil Code and the Dutch Standard 720. The scope of the
procedures performed is substantially less than the scope of those performed
in our audit of the financial statements.
Management is responsible for the preparation of the other information,
including report of the Management Board in accordance with Part 9 of Book 2
of the Dutch Civil Code, and the other information as required by Part 9 of Book
2 of the Dutch Civil Code.
How the key audit matter was addressed in the audit
Our audit procedures for revenue included, but were not limited to,
the following:
•
We selected a sample of transactions and compared the amounts recorded
to underlying supporting documentation, including contracts with
restaurants, cash disbursements received, and invoices, to evaluate the
accuracy of order data in the system.
•
Our IT specialists performed a database reconciliation of an independent
order population with the order registration to evaluate the completeness
of order data in the system.
•
With support from data analytics specialists we performed statistical
substantive analytical procedures on revenue.
Observation
Based on our procedures performed and our assessment of the disclosures
made, we have not identified any reportable matters. Our audit procedures are
deemed appropriate and sufficient to address the risks of material
misstatements.
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We performed our examination in accordance with Dutch law, including Dutch
Standard 3950N ‘Assurance-opdrachten inzake het voldoen aan de criteria voor
het opstellen van een digitaal verantwoordingsdocument’ (assurance
engagements relating to compliance with criteria for digital reporting).
Our examination included amongst others:
•
Obtaining an understanding of the company's financial reporting process,
including the preparation of the reporting package.
•
Identifying and assessing the risks that the annual report does not comply
in all material respects with the RTS on ESEF and designing and performing
further assurance procedures responsive to those risks to provide a basis
for our opinion, including:
• •
obtaining the reporting package and performing validations to
determine whether the reporting package containing the Inline XBRL
instance and the XBRL extension taxonomy files has been prepared in
accordance with the technical specifications as included in the RTS on
ESEF;
• •
examining the information related to the consolidated financial
statements in the reporting package to determine whether all
required mark-ups have been applied and whether these are in
accordance with the RTS on ESEF.
Description of responsibilities regarding the financial
statements
Responsibilities of management and the Supervisory Board for the
financial statements
Management is responsible for the preparation and fair presentation of the
financial statements in accordance with EU-IFRS and Part 9 of Book 2 of the
Dutch Civil Code. Furthermore, management is responsible for such internal
control as management determines is necessary to enable the preparation of
financial statements that are free from material misstatement, whether due to
fraud or error.
Report on other legal and regulatory requirements
Engagement
We were engaged by the Supervisory Board as auditor of Just Eat Takeaway.com
N.V. for the year 2014 and have operated as statutory auditor ever since that
financial year. In the General Meeting of Shareholders on May 12, 2021, we were
re-appointed for a period of three years, for the financial years 2021 through
2023.
No prohibited non-audit services
We have not provided prohibited non-audit services as referred to in Article 5(1)
of the EU Regulation on specific requirements regarding statutory audit of
public-interest entities.
European Single Electronic Format (ESEF)
Just Eat Takeaway.com N.V. has prepared its annual report in ESEF.
The requirements for this are set out in the Commission Delegated Regulation
(EU) 2019/815 with regard to regulatory technical standards on the specification
of a single electronic reporting format (hereinafter: the RTS on ESEF).
In our opinion, the annual report, prepared in XHTML format, including the
(partly) marked-up consolidated financial statements, as included in the
reporting package by Just Eat Takeaway.com N.V. complies in all material
respects with the RTS on ESEF.
Management is responsible for preparing the annual report including the
financial statements in accordance with the RTS on ESEF, whereby management
combines the various components into a single reporting package.
Our responsibility is to obtain reasonable assurance for our opinion whether the
annual report in this reporting package complies with the RTS on ESEF.
Just Eat Takeaway.com Annual Report 2022
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262
•
Identifying and assessing the risks of material misstatement of the financial
statements, whether due to fraud or error, designing and performing audit
procedures responsive to those risks, and obtaining audit evidence that is
sufficient and appropriate to provide a basis for our opinion. The risk of not
detecting a material misstatement resulting from fraud is higher than for
one resulting from error, as fraud may involve collusion, forgery, intentional
omissions, misrepresentations, or the override of internal control.
•
Obtaining an understanding of internal control relevant to the audit in order
to design audit procedures that are appropriate in the circumstances,
but not for the purpose of expressing an opinion on the effectiveness of
the Company's internal control.
•
Evaluating the appropriateness of accounting policies used and the
reasonableness of accounting estimates and related disclosures made by
management.
•
Concluding on the appropriateness of management's use of the going
concern basis of accounting, and based on the audit evidence obtained,
whether a material uncertainty exists related to events or conditions that
may cast significant doubt on the Company's ability to continue as a going
concern. If we conclude that a material uncertainty exists, we are required
to draw attention in our auditor's report to the related disclosures in the
financial statements or, if such disclosures are inadequate, to modify our
opinion. Our conclusions are based on the audit evidence obtained up to
the date of our auditor's report. However, future events or conditions may
cause the Company to cease to continue as a going concern.
•
Evaluating the overall presentation, structure and content of the financial
statements, including the disclosures.
•
Evaluating whether the financial statements represent the underlying
transactions and events in a manner that achieves fair presentation.
Because we are ultimately responsible for the opinion, we are also responsible
for directing, supervising and performing the group audit. In this respect we
have determined the nature and extent of the audit procedures to be carried
As part of the preparation of the financial statements, management is
responsible for assessing the Company's ability to continue as a going concern.
Based on the financial reporting frameworks mentioned, management should
prepare the financial statements using the going concern basis of accounting
unless management either intends to liquidate the Company or to cease
operations, or has no realistic alternative but to do so.
Management should disclose events and circumstances that may cast
significant doubt on the Company's ability to continue as a going concern in the
financial statements.
The Supervisory Board is responsible for overseeing the Company's financial
reporting process.
Our responsibilities for the audit of the financial statements
Our objective is to plan and perform the audit assignment in a manner that
allows us to obtain sufficient and appropriate audit evidence for our opinion.
Our audit has been performed with a high, but not absolute, level of assurance,
which means we may not detect all material errors and fraud during our audit.
Misstatements can arise from fraud or error and are considered material if,
individually or in the aggregate, they could reasonably be expected to influence
the economic decisions of users taken on the basis of these financial
statements. The materiality affects the nature, timing and extent of our audit
procedures and the evaluation of the effect of identified misstatements on our
opinion.
We have exercised professional judgement and have maintained professional
scepticism throughout the audit, in accordance with Dutch Standards on
Auditing, ethical requirements and independence requirements. Our audit
included among others:
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Other Information
263
out for group entities. Decisive were the size and/or the risk profile of the group
entities or operations. On this basis, we selected group entities for which an
audit or review had to be carried out on the complete set of financial
information or specific items.
We communicate with the Supervisory Board regarding, among other matters,
the planned scope and timing of the audit and significant audit findings,
including any significant findings in internal control that we identified during our
audit. In this respect, we also submit an additional report to the Supervisory
Board in accordance with Article 11 of the EU Regulation on specific
requirements regarding statutory audit of public-interest entities.
The information included in this additional report is consistent with our audit
opinion in this auditor's report.
We provide the Supervisory Board with a statement that we have complied with
relevant ethical requirements regarding independence, and to communicate
with them all relationships and other matters that may reasonably be thought to
bear on our independence, and where applicable, related safeguards.
From the matters communicated with the Supervisory Board, we determine the
key audit matters: those matters that were of most significance in the audit of
the financial statements. We describe these matters in our auditor's report
unless law or regulation precludes public disclosure about the matter or when,
in extremely rare circumstances, not communicating the matter is in the public
interest.
Amsterdam, 1 March 2023
Deloitte Accountants B.V.
Signed on the original: B.E. Savert
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Three-year Key Figures
Operations in Norway and Portugal were discontinued from 1 April 2022 and
Romania from 1 June 2022. The figures presented exclude these operations as
from 1 January 2022.
These figures and percentages are unaudited and may not add up due to
rounding. Refer to the chapter ‘Reconciliation of Alternative Performance
Measures’ for reconciliations to the closest IFRS-based equivalent where
applicable.
The Grubhub business was consolidated from 15 June 2021, and the Just Eat
business was consolidated from 15 April 2020. These figures are presented as if
the combinations were completed on 1 January 2020, to provide comparable
information for the periods presented.
On a combined basis
Key Performance Indicators 2022 2021 2020
Partners (# thousands)
1
Active Consumers (# millions)
1
Returning Active Consumers as % of Active Consumers % % %
Average Monthly Order Frequency (#) . . .
Orders (# millions)
North America
Northern Europe
UK and Ireland
Southern Europe and ANZ
Total Orders ,
Average Transaction Value (€) . . .
GTV (€ billions)
North America . . .
Northern Europe . . .
UK and Ireland . . .
Southern Europe and ANZ . . .
Total GTV . . .
1
Number as at 31 December
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On a combined basis
Key Financial Indicators (€ millions) 2022 2021 2020
Revenue
North America , , ,
Northern Europe , ,
UK and Ireland , ,
Southern Europe and ANZ
Total revenue , , ,
Adjusted revenue less Order fulfilment costs , , ,
Adjusted EBITDA
North America ()
Northern Europe
UK and Ireland ()
Southern Europe and ANZ () () ()
Head office () () ()
Total Adjusted EBITDA ()
IFRS-basis
€ millions 2022 2021 2020
Loss for the period (,) (,) ()
Cash and cash equivalents as at 31 December , ,
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266
Reconciliation of Alternative Performance Measures
Operations in Norway and Portugal were discontinued from 1 April 2022 and
Romania from 1 June 2022. These figures are presented as if these operations
were excluded as of 1 January 2022. This is referred to as ‘Discontinued
businesses’ in the table below.
These figures are unaudited and may not add up due to rounding.
The tables below provide a reconciliation of alternative performance measures
from the most directly comparable IFRS measures. The Grubhub business was
consolidated from 15 June 2021, and the Just Eat business was consolidated
from 15 April 2020. These figures are presented as if the combinations were
completed on 1 January 2020, to provide comparable information for the
periods presented. This is referred to as ‘Combined businesses’ in the table
below.
Combined revenue
Unaudited
2022
€ millions
North America Northern Europe UK and Ireland Southern Europe
and ANZ
Head Office Consolidated
Revenue (IFRS) , , ,
-
,
Discontinued businesses
-
()
-
()
-
()
Combined revenue , , ,
-
,
Unaudited
2021
€ millions
North America Northern Europe UK and Ireland Southern Europe
and ANZ
Head Office Consolidated
Revenue (IFRS) , , ,
-
,
Combined businesses
-
-
-
-
Combined revenue , , ,
-
,
Unaudited
2020
€ millions
North America Northern Europe UK and Ireland Southern Europe and
ANZ
Head Office Consolidated
Revenue (IFRS)
-
,
Combined businesses ,
-
,
Combined revenue ,
-
,
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Combined Adjusted EBITDA
Refer to Note 3 in the Consolidated financial statements for a reconciliation of Adjusted EBITDA to loss before income tax (IFRS).
Unaudited
2022
€ millions
North America Northern Europe UK and Ireland Southern Europe
and ANZ
Head Office Consolidated
Adjusted EBITDA () ()
Discontinued businesses
-
-
-
Combined Adjusted EBITDA () ()
Unaudited
2021
€ millions
North America Northern Europe UK and Ireland Southern Europe
and ANZ
Head Office Consolidated
Adjusted EBITDA () () () () ()
Combined businesses ()
-
-
-
() ()
Combined Adjusted EBITDA () () () () ()
Unaudited
2020
€ millions
North America Northern Europe UK and Ireland Southern Europe
and ANZ
Head Office Consolidated
Adjusted EBITDA () ()
Combined businesses () ()
Combined Adjusted EBITDA () ()
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268
Combined adjusted revenue less Order fulfilment costs
Unaudited
€ millions 2022 2021 2020
Revenue less Order fulfilment costs , , ,
Discontinued businesses
-
-
Combined businesses
-
Other Items
1
()
-
Combined Adjusted revenue less Order fulfilment costs , , ,
1
Other items include, amongst others, restructuring costs, certain legal, tax, and regulatory matters, and certain insurance income and costs
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Address Just Eat Takeaway.com
Head office
Just Eat Takeaway.com N.V.
E-mail: press@justeattakeaway.com
Internet: www.justeattakeaway.com
Twitter: @justeattakeaway
Chamber of Commerce Amsterdam, the Netherlands
Trade registry no. 08142836
VAT no. NL815697661B01
Additional Information
Just Eat Takeaway.com Annual Report 2022
Other Information
270
Amazon Amazon.com Services LLC
AML/CFT Anti-Money Laundering/Combating the Financing of Terrorism
Annual Report Report consisting of the Message from the CEO, management
report, within the meaning of section 2:391 of the Dutch Civil Code,
Consolidated financial statements, Company financial statements, and Other
information
ANZ Australia and New Zealand
Applicable Law The laws, that apply to the Company as a public company
incorporated in the Netherlands, with securities listed on Euronext Amsterdam
and the London Stock Exchange and includes the Dutch Civil Code, Dutch
Financial Supervision Act (FMSA), the DTR, but excludes the Governance Rules
Articles of Association Articles of association of the Company as effective from
time to time
ATO Australian Tax Office
ATV Average transaction value, which is the GTV divided by the number of
Orders in a particular period
Average Monthly Order Frequency Monthly Orders divided by the number of
consumers who have placed at least one Order in that month, based on a
12-month average for the respective period
B2B Business to Business
B2C Business to (Active) Consumer
10bis 10 bis.co.il Ltd, one of Just Eat Takeaway.com’s subsidiaries in Israel
ABC Policy Just Eat Takeaway.com’s Anti Bribery and Corruption Policy,
as amended from time to time
Active Consumers Unique consumer accounts (identified by a unique email
address) from which at least one order has been placed on Just Eat
Takeaway.com’s platforms in the preceding 12 months
Adjusted EBITDA Just Eat Takeaway.com’s operating income / loss for the period
adjusted for depreciation, amortisation, impairments, share-based payments,
acquisition- and integration related costs and other items not directly related to
underlying operating performance (‘Other items’). Other items include,
amongst others, restructuring costs, certain legal, tax, and regulatory matters,
and certain insurance income and costs
Adjusted EBITDA Margin Adjusted EBITDA as a percentage of GTV for the
relevant period
Addressable Population The population in a country aged 15 years and older
ADS American Depositary Share under the Company’s sponsored Level 1 ADR
programme
AFM The Netherlands Authority for the Financial Markets (Autoriteit Financiële
Markten)
AFM Register Register as referred to in section 1:107 FMSA kept by AFM, which is
accessible through its website
AGM Annual General Meeting
Glossary
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Committee A committee of the Supervisory Board as established from time to
time
Company Just Eat Takeaway.com N.V.
Company financial statements Financial statements of the Company for the year
ended 31 December 2022
Consolidated financial statements Consolidated financial statements of Just Eat
Takeaway.com N.V. and its subsidiaries for the year ended 31 December 2022
COO Chief Operating Officer of the Company
CREST The system for the paperless settlement of trades in securities and the
holding of uncertificated securities operated by Euroclear UK in accordance with
the Uncertificated Securities Regulations 2001 (SI 2001/3755), as amended from
time to time
Data Subject Any identifiable individual who can be, directly or indirectly,
be identified via an identifier held or processed by our organisation, such as a
name, delivery address, email address, an online identifier, and/or date of birth
DCGC Dutch Corporate Governance Code, which is available at www.mccg.nl
Delivery Delivery services provided by Just Eat Takeaway.com to Partners that
do not provide delivery themselves; using employed couriers, independent
contractors or couriers hired through third-party delivery companies or
agencies
Deloitte Deloitte Accountants B.V.
CCO Chief Commercial Officer of the Company
CDI A CREST depositary interest issued by CREST Depository whereby CREST
Depository will hold overseas securities on bare trust for the CREST member to
whom it has issued a depositary interest
CDP Carbon Disclosure Project
CEO Chief Executive Officer of the Company
CFO Chief Financial Officer of the Company
CGU Cash-generating unit
Chair Chairperson of the Management Board or Supervisory Board or
chairperson of a Committee of the Supervisory Board
Charter of the Management Board The rules of the Management Board
governing its internal proceedings, providing for the division of its duties among
the Managing Directors and setting out the adoption of resolutions, as amended
from time to time
Charter of the Supervisory Board The rules of the Supervisory Board governing
its internal proceedings, as amended from time to time
CO2e Carbon equivalent is used as a standard unit to measure greenhouse
gases in line with the Greenhouse Gas Protocol.
Code of Conduct Just Eat Takeaway.com’s code of conduct, as amended from
time to time
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FTE Full-time equivalent employee with whom Just Eat Takeaway.com has an
employment agreement
GDPR The European general data protection regulation /Regulation (EU)
2016/679 of the European Parliament and of the Council of 27 April 2016 on the
protection of natural persons with regard to the processing of personal data and
on the free movement of such data
General Meeting The general meeting of Just Eat Takeaway.com (the corporate
body) or the meeting in which shareholders and all other persons entitled to
attend general meetings of Just Eat Takeaway.com assemble, as the context
requires
GHG Greenhouse Gas
Governance Rules The applicable corporate governance rules that apply to the
Company as a public company incorporated in the Netherlands, with securities
listed on Euronext Amsterdam and the standard segment of the London Stock
Exchange and includes the DCGC and, as long as the Company’s shares are
registered under the US Securities Exchange Act, SOx
Gribhold Gribhold B.V., the personal holding company of the CEO
Grubhub Grubhub Inc.
Grubhub Acquisition The all-share combination of the Company with Grubhub
Inc. as completed per 15 June 2021
GTV Gross Transaction Value which represents the total value of Orders placed
on our platform, including taxes, tips and any applicable consumer fees
DNB Dutch Central Bank (De Nederlandsche Bank N.V.)
DPO Data Protection Office
EC The European Commission
EGM 2022 The Company’s Extraordinary General Meeting which was held on
18 November 2022.
Equal Pay Gap the average pay gap between genders for doing the same job
(job profile and job level) in the same location. This is different from the gender
pay gap, which is the average difference in pay between genders,
not controlling for job profile, level or location
ERM Enterprise Risk Management
ESG Environmental, social and governance
ETR Effective Tax Rate
EU The European Union
Euronext Amsterdam Euronext in Amsterdam, a regulated market of Euronext
Amsterdam N.V.
EU Taxonomy A classification system, establishing a list of environmentally
sustainable economic activities
Financial Statements The Consolidated financial statements and the Company
financial statements
Just Eat Takeaway.com Annual Report 2022
Other Information
273
London Stock Exchange London Stock Exchange plc or any recognised
investment exchange for the purposes of the FMSA that may take over the
functions of the London Stock Exchange plc
LTIP Long-Term Incentive Plan for the Management Board of the Company
Management Board The management board of the Company
Managing Director A member of the Management Board
Nasdaq The Nasdaq Stock Market, a stock exchange in New York City, the United
States of America
OCI Other comprehensive income or loss
Orders Orders by consumers processed through Just Eat Takeaway.com’s
websites and mobile applications, i.e. excluding orders processed through third-
party websites
OTC Over-the-counter
Partner(s) Partners are the total number of restaurants, grocery stores and
other offerings listed on the Just Eat Takeaway.com platforms as at a particular
date
Promoted Placement Promoted placement fees are charged to Partners for
promotional placement of their restaurants on the Just Eat Takeaway.com
platforms for selected locations for a specific duration as agreed upon in the
contract
IAS International Accounting Standards as issued by the IASB
IASB International Accounting Standards Board
ID&B Inclusion, Diversity & Belonging
iFood Transaction The sale of our minority stake in iFood Holdings B.V. and IF-JE
Holdings B.V. on 22 November 2022 to an affiliate of Prosus N.V.
IFRS International Financial Reporting Standards as adopted by the EU
JET Trading symbol under which the Company’s CDIs trade on the London Stock
Exchange. JET is also used as an abbreviation for Just Eat Takeaway.com from
time to time
JET Pay Corporate services provided under the Just Eat Takeaway.com brand,
until the rebranding in 2021 to Takeaway Pay
Just Eat Just Eat Limited (formerly Just Eat plc), a limited company incorporated
in England and Wales, and its subsidiaries, also referred to herein as the legacy
Just Eat business
Just Eat Acquisition The all-share combination between Just Eat plc and the
Company, which was declared wholly unconditional on 31 January 2020
Just Eat Takeaway.com The Company together with its direct and indirect
subsidiaries as per 31 December 2022
KPI Key performance indicator
Just Eat Takeaway.com Annual Report 2022
Other Information
274
TOMA Top-of-mind awareness
TSR Total Shareholder Return
UKCGC The UK Corporate Governance Code which is available at www.frc.org.
uk/directors/corporate-governance-and-stewardship/uk-corporate-governance-
code
WACC Weighted Average Cost of Capital
Yourdelivery yd.yourdelivery GmbH, one of Just Eat Takeaway.com’s subsidiaries
in Germany
Remuneration and Nomination Committee The Remuneration and Nomination
Committee of the Supervisory Board
Returning Active Consumers Active Consumers who have ordered more than
once in the preceding 12 months
SEC The Securities and Exchange Commission
Skip SkipTheDishes
SkipTheDishes SkipTheDishes Restaurant Inc, Just Eat Takeaway.com’s subsidiary
in Canada operating under the brand SkipTheDishes
SOx The (US) Corporate and Auditing Accountability, Responsibility,
and Transparency Act, commonly named Sarbanes–Oxley Act or SOx
Speak-Up Policy The speak-up policy of Just Eat Takeaway.com (previously
referred to as ‘whistleblower policy’) as amended from time to time
STAK Stichting Administratiekantoor Takeaway.com
STIP Short-Term Incentive Plan for the Management Board of the Company
Supervisory Board The supervisory board of the Company
Supervisory Director A member of the Supervisory Board
TCFD Task Force on Climate-related Financial Disclosures
TKWY Trading symbol under which the Company’s shares trade on Euronext
Amsterdam
About this report
This annual report is available as a PDF, on our website www.justeattakeaway.com and as a
limited print version. The PDF/print version of this annual report has been prepared for ease of
use and does not contain ESEF information as specified in the Regulatory Technical Standards on
ESEF (Delegated Regulation (EU) 2019/815). The official ESEF reporting package is available via
Just Eat Takeaway.com’s website at www.justeattakeaway.com. In case of any discrepancies
between this PDF version and the ESEF package, the latter prevails.
Forward-looking statements
This annual report may contain forward-looking statements. These statements are only
predictions and are not guarantees. Actual events or the results of our operations could differ
materially from those expressed or implied in the forward-looking statements. Forward looking
statements are typically identified by the use of terms such as “may”, “will”, “should”, “expect”,
“could”, “intend”, “plan”, “anticipate”, “estimate”, “believe”, “continue”, “predict”, “potential” or
the negative of such terms and other comparable terminology. The forward-looking statements
contained herein speak only as of the date they are made. By their nature, forward-looking
statements involve risk and uncertainty because they relate to events and depend on
circumstances that will occur in the future. Actual results may differ materially from those
expressed in these forward-looking statements, and you should not place undue reliance on
them. For a discussion of factors that could cause future results to differ from such forward-
looking statements, see also the section ‘Risk Management’ of this annual report. You will be
solely responsible for your own assessment of the market and the market position of Just Eat
Takeaway.com and you will conduct your own analysis and be solely responsible for forming your
own view of the potential future performance of Just Eat Takeaway.com’s business. This
document does not constitute or form part of, and should not be constructed as, an offer or
invitation to subscribe for or purchase any Just Eat Takeaway.com securities.
Market and Industry Data
References to market share and position are Just Eat Takeaway.com’s estimates based on the
latest available data from a number of internal and external sources. Sources used by Just Eat
Takeaway.com include: data and web traffic monitoring (Google Trends from Google Inc and
Total web and mobile visits from Similarweb), app download and use data (App Annie), credit
card use data (Cardlytics) and email receipt analysis (Fox Intelligence), and inhabitant numbers
(Michael Bauer Research GmbH). While we believe that the publicly available information and
industry publications we use are reliable, we have not independently verified market and
industry data from third-party sources. Moreover, while we believe our internal surveys are
reliable, they have not been verified by any independent source.
Colophon
Just Eat Takeaway.com
Piet Heinkade 61
1019 GM Amsterdam
The Netherlands
E-mail: press@justeattakeaway.com
Internet: www.justeattakeaway.com
Twitter: @justeattakeaway
Chamber of Commerce Amsterdam,
the Netherlands
Trade registry no. 08142836
VAT no. NL815697661B01
