Group plc
4imprint Group plc Annual Report & Accounts 2024
Annual
Report &
Accounts
2024
Find out more online:
investors.4imprint.com
Our purpose is to harness the
enduring appeal of promotional
products to help our customers build
their brand, promote their initiatives,
achieve their marketing goals and
make lasting connections with those
who are important to them.
With every order we are trusted to carry a distinctive logo or
message on our products, so we understand clearly that our
primary aim is to be certain to make our customers and their
organisations shine.
We deliver on this trust by cultivating an authentic
environment where our people are valued and empowered
to do their best work.
Our priority is to attract and retain a diverse team, each
member of which is committed to creating mutually
beneficial, sustainable outcomes for all stakeholders and the
environment, in turn protecting and strengthening the long-
term interests of the Company and our Shareholders.
OVERVIEW
01 Highlights
02 At a Glance
04 Chairman’s Statement
STRATEGIC REPORT
06 Chief Executive’s Review
09 Strategic Objectives
12 Key Performance Indicators
14 Market Position
18 Business Model
20 Sustainability
48 Financial Review
54 Risk Management
56 Principal Risks & Uncertainties
66 Stakeholder Engagement
70 Non-Financial and Sustainability
Information
Contents
CORPORATE GOVERNANCE
72 Corporate Governance Report
74 Board of Directors
76 Statement on Corporate Governance
80 Nomination Committee Report
83 Audit Committee Report
87 Annual Statement by the Chair of the
Remuneration Committee
90 Remuneration Report
107 Directors’ Report
109 Statement of Directors’ Responsibilities
FINANCIAL STATEMENTS
110 Independent Auditor’s Report
118 Group Income Statement
119 Group Statement of Comprehensive
Income
120 Group Balance Sheet
121 Group Statement of Changes
inShareholders’ Equity
122 Group Cash Flow Statement
123 Notes to the Financial Statements
149 Company Balance Sheet
150 Company Statement of Changes
inShareholders’ Equity
151 Company Cash Flow Statement
152 Notes to the Company’s Financial
Statements
ADDITIONAL INFORMATION
159 Alternative Performance Measures
161 Five Year Financial Record
162 Registered Office and Company
Advisers
4imprint Group plc Annual Report & Accounts 2024
HIGHLIGHTS
Operational overview
Strong financial performance with further market
share gains
Flexible marketing mix enabling tailored investment
in challenging market conditions
Double-digit percentage operating profit margin
maintained
2,124,000 total orders received in 2024 (2023:
2,090,000); increase in existing customer orders
offsetting a decline in new customer acquisition,
impacted by uncertain economic conditions
Group well financed with cash and bank deposits
of $147.6m (2023: $104.5m)
$20m Oshkosh distribution centre expansion
project completed on time and on budget
Financial overview
REVENUE
$1,367.9m
+3%
2023: $1,326.5m
OPERATING PROFIT
$148.1m
+9%
2023: $136.2m
PROFIT BEFORE TAX
$154.4m
+10%
2023: $140.7m
CASH AND BANK DEPOSITS
$147.6m
+41%
2023: $104.5m
BASIC EARNINGS PER SHARE
416.3c
+10%
2023: 377.9c
TOTAL PAID AND PROPOSED REGULAR DIVIDEND PER SHARE
+12%
2023: 215.0c
TOTAL PAID AND PROPOSED REGULAR DIVIDEND PER SHARE
186.4p
+11%
2023: 167.8p
PROPOSED SPECIAL DIVIDEND PER SHARE
250.0c
PROPOSED SPECIAL DIVIDEND PER SHARE
193.3p
OVERVIEW
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
4imprint Group plc Annual Report & Accounts 2024
01
AT A GLANCE
Ready to deliver
further organic
revenue growth
We are a direct marketer
of promotional products
with operations in
North America, the UK
and Ireland. The Group
made solid operational
progress in 2024, reflected
in a strong financial
performance for the year.
What we do
We make it easy for our customers to
promote their service, product or event.
Our customers know that promotional
products from 4imprint’s extensive
range along with personal, expert
service on every order will ensure that
their name – and brand – looks great in
front of their target audience.
Our objective
Our objective is to deliver market-
beating organic revenue growth
by expanding our share in the still
fragmented markets in which we
operate. We aim to establish 4imprint
as ‘the’ leading promotional products
brand within our target audience
through sustained investment in an
evolving marketing portfolio.
4imprint Group plc Annual Report & Accounts 2024
02
24 1,367.9
23
22
21
20
1,326.5
1,140.3
787.3
560.0
Where we do it
We operate the same business model in two primary geographical markets:
Five year growth
REVENUE ($m)
$1,367.9m
24
148.1
23
22
21
20
136.2
102.9
30.6
4.0
OPERATING PROFIT ($m)
$148.1m
24 416.3
23
22
21
20
377.9
285.6
80.5
11.0
BASIC EARNINGS PER SHARE (c)
416.3c
NORTH AMERICA
Most of our revenue is generated in the
USA and Canada, serviced from an office,
production and distribution facilities in
Oshkosh and Appleton, Wisconsin.
REVENUE
$1,342.7m
98%
EMPLOYEES
1,603
December 2024
UK & IRELAND
Customers in the UK and Irish
markets are serviced from an office
in Manchester, England.
REVENUE
$25.2m
2%
EMPLOYEES
47
December 2024
Reaching our customers
Innovative marketing allows
us to introduce millions of
potential customers to tens
of thousands of customised
products.
Looking after our
customers
We have an exceptional
culture revolving around
the delivery of remarkable
customer service, and a robust
satisfaction guarantee that our
customers can rely on.
Our product range
Our merchandisers work
closely with our suppliers
to continuously update
and curate our extensive
product range.
Application of
technology
Our appetite for technology
delivers an attractive
customer experience, an
efficient order processing
platform and sophisticated
data-driven analytics.
How we do it
Our business operations are focused around a highly developed direct marketing business model. Organic revenue growth is
delivered by using a wide range of data-driven, online, offline and brand-based marketing techniques to capture market share in the
large and fragmented promotional product markets that we serve.
OVERVIEW
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
4imprint Group plc Annual Report & Accounts 2024
03
CHAIRMAN’S STATEMENT
A strong financial
performance against
a challenging market
backdrop
4imprint Group plc Annual Report & Accounts 2024
04
Performance summary
The Group delivered a strong financial
performance in 2024, continuing to
outperform the promotional products
market as a whole and thereby taking
further market share.
Group revenue for 2024 was $1.37bn,
an increase of $0.04bn or 3% over
2023. Profit before tax for the year was
$154.4m (2023: $140.7m), driving an
increase in basic earnings per share
to 416.3c (2023: 377.9c). The business
model remained highly cash generative,
with cash and bank deposits at the end of
2024 of $147.6m (2023: $104.5m), leaving
the Group well financed entering 2025.
The Group made solid operational
progress in 2024 against a challenging
market backdrop. Despite a more
cautious macroeconomic environment
that began in the second half of 2023 and
continued through 2024, the business
continued to acquire and retain high-
quality customers in the year.
The business model is highly resilient
and the financial dynamics are strong.
Gross profit margin improved to 32%
(2023: 30%) and our flexible marketing
mix enabled us to tailor our investment
to prevailing market conditions, delivering
a double-digit percentage operating profit
margin.
The consistent cash-generative profile
of our model allows us to invest in the
business, positioning us for future growth
at the same time as providing meaningful
returns to Shareholders through dividend
payments. Notably, in 2024 we completed
a $20m capital project to expand the
Oshkosh distribution centre, supporting
further growth in the apparel category of
our product range.
Strategy
Our strategic direction has not changed.
We aim to deliver attractive organic
revenue growth by increasing our share
of the fragmented yet substantial markets
that we serve.
We take a long-term view of the
business. This includes making necessary
investments in the people, marketing
resources and infrastructure required
for success, regardless of the immediate
market conditions. From experience, we
know that maintaining investment in the
business in more difficult times positions
us to take advantage of market share
opportunities when conditions improve.
Dividend
The Group finished 2024 in a strong
financial position, with cash and bank
deposits of $147.6m (2023: $104.5m).
The Board recommends a final dividend
per share of 160.0c (2023: 150.0c),
giving a total paid and proposed 2024
regular dividend per share of 240.0c
(2023: 215.0c). In addition, the Board is
recommending a special dividend per
share of 250.0c, bringing total regular and
special 2024 dividends per share
to 490.0c.
Outlook
In the first two months of 2025 revenue
at the order intake level was slightly
down compared to the same period in
2024, reflecting continued uncertainty
in the market. It is possible that market
conditions, including potential tariff
impacts, may continue to influence
demand in 2025. From our experience,
however, as business sentiment
improves, demand for promotional
products increases as does our ability
to gain market share.
Despite a challenging near-term
environment, our view of the prospects
of the business remains unchanged.
The Board is confident in the Group’s
strategy, competitive position and growth
opportunity.
PAUL MOODY
CHAIRMAN
11 March 2025
OVERVIEW
4imprint Group plc Annual Report & Accounts 2024
05
ADDITIONAL INFORMATIONFINANCIAL STATEMENTSCORPORATE GOVERNANCESTRATEGIC REPORT
CHIEF EXECUTIVE’S REVIEW
Investment in
the business for
further market
share gains
4imprint Group plc Annual Report & Accounts 2024
06
Performance overview
Despite a cautious macroeconomic
environment, the Group delivered a
resilient trading performance in 2024.
Revenue grew 3%, outperforming
the overall promotional products
industry and representing another
year of market share gains. Our results
reflect the outstanding efforts of our
team members, the strength of the
relationships we have with our supplier
partners, and the effectiveness of our
marketing investments.
In total 2,124,000 orders were received
in 2024, representing an increase of 2%
over 2023. The percentage increase in
total order activity over the prior year
started moderating in the second half of
2023 and continued throughout 2024.
In line with historical patterns, existing
customer orders made up the majority,
with 1,644,000 orders, representing a
5% increase over 2023. This strength
in existing customer orders reflects the
quality of the customers we are acquiring
and of the customer file moving forward.
480,000 new customer orders were
received in 2024, down 9% compared
to 2023. We acquired 280,000 new
customers in the year, representing
a decrease of 10% over the 311,000
acquired in 2023. The relative slow down
in new customer acquisition correlates
with the softening market conditions and
industry demand patterns. Average order
values in 2024 were 2% above prior year,
driven by changes in the merchandising
mix, customer preferences and price
adjustments through the year.
Our order intake and average order
values laid the base for a strong financial
performance in 2024. Group revenue
for 2024 was $1.37bn, representing an
increase of 3% or $0.04bn over 2023.
our platform for future profitable
growth. We have been able to
attract the high-quality talent that
we need ina variety of areas across
the business, both in terms of those
whodirectly support our increasing
order count as well as people to
strengthen our organisational
structure for thefuture.
– Marketing. The development of and
investment in the brand component
of our marketing mix has been the
key catalyst behind our materially
improved marketing productivity
in recent years as compared to
historical performance. The marketing
portfolio is now much more heavily
weighted toward brand and search
compared to catalogues. We believe
that our increasing level of aided
and unaided brand awareness
strengthens the business, creating
opportunity in both near and long
term. As we demonstrated in 2024,
this mix allows us to be nimble when
responding to market conditions, and
the improved flexibility in managing
our marketing investment helps
protect our operating profit. We will
continue to manage our investment
to take full advantage of immediate
market share opportunities, at the
same time strengthening the business
for the future.
Operating profit for 2024 of $148.1m
was 9% above the 2023 comparative of
$136.2m, producing an operating margin
for the year of 10.8% (2023: 10.3%).
Other than the revenue growth outlined
above, three major themes contributed
to this strengthening in net return:
– Gross profit percentage improved
by 1.5 percentage points against the
prior year, stabilising at around 32%.
This favourable movement was driven
mainly by carefully targeted price
adjustments and a more typical level
of supplier cost increases.
– Productivity of marketing spend
continues to be encouraging, with our
revenue per marketing dollar KPI at
$7.88 for the full year (2023: $8.30).
For comparison purposes, this KPI
was below $6 in the pre-pandemic
year of 2019.
– Some operational gearing over the
fixed and semi-fixed elements of
the cost base, but this was offset by
incremental investment, primarily
in people, to support the continued
growth of the business.
The 4imprint direct marketing business
model remains very cash generative, with
cash and bank deposits at the 2024 year-
end of $147.6m (2023: $104.5m).
Operational highlights
Significant operational progress was
made in 2024. Much of this was related
to investing in facilities, marketing and
resources to support a growing business.
– People. Our team members are
essential to our current and future
success. Starting in 2023 and
continuing throughout 2024, we
made key appointments at the
strategic leadership level and have
added team members to strengthen
Revenue
2024
$m
2023
$m Change
North America 1,342.7 1,302.6 +3%
UK & Ireland 25.2 23.9 +5%
Total 1,367.9 1,326.5 +3%
Operating profit
2024
$m
2023
$m Change
Direct Marketing operations 153.2 141.2 +8%
Head Office costs (5.1) (5.0) +2%
Total 148.1 136.2 +9%
CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
4imprint Group plc Annual Report & Accounts 2024
07
STRATEGIC REPORT
OVERVIEW
CHIEF EXECUTIVE’S REVIEW CONTINUED
– Supply. The relationships with our
suppliers are a critical success factor
for the business. Given our ‘drop-ship’
business model, our suppliers enable
us to deliver the ‘4imprint Certain’
service that our customers come to
us for. During times of stress on the
supply chain, we have relied on the
deep relationships we have with our
key Tier 1 suppliers, working together
to manage any issues effectively. In
the coming year, we will again work
with these key suppliers to manage
the impact of tariffs applied to the
products we offer.
– Oshkosh facilities. A major capital
investment of $20m was made
in 2024 to expand the Oshkosh
distribution centre, increasing the
footprint from just over 300,000
sq. ft. to approximately 470,000 sq.
ft. This investment will support the
anticipated growth in the apparel
category of our product range for the
next several years.
– Sustainability. Exciting progress
has been made relative to our
sustainability initiatives (see our
Sustainability Report on
pages 20 to 47). In particular:
– More precise and extensive
measurement of our carbon
footprint, facilitating enhanced
greenhouse gas and Task Force
on Climate-related Financial
Disclosures reporting.
– Further development of recycled
and more sustainable materials in
the manufacture of our in-house
brands.
– Expansion of our Better Choices
®
product designation programme.
– Addition to the solar array at
our Oshkosh distribution centre
to match the expansion in the
footprint of the facility.
Looking ahead
Our operations are robust and scalable,
and our team is strong and committed.
We have demonstrated the ability to
adjust to changing market conditions
over the past several years, gaining
market share, improving profitability and
delivering strong cash generation. As
ever, we will continue investing in the
business to be positioned for growth
when customer demand strengthens.
We remain confident in our strategy and
our prospects.
“Our results reflect
theoutstanding efforts
of our team members,
the strength of the
relationships we have
with our supplier
partners, and the
effectiveness of our
marketing investments.”
4imprint Group plc Annual Report & Accounts 2024
08
STRATEGIC OBJECTIVES
Building a commercially
and environmentally
sustainable business
that delivers value to all
stakeholders
OBJECTIVES
To protect and enhance the 4imprint brand
as synonymous with the principles and
values that it represents
To deliver the extraordinary customer
service required to acquire and retain the
customer relationships that support long-
term value creation
To curate and preserve a distinct and
diverse culture that develops, empowers
and values team members
To embrace environmental initiatives
tailored to achieve maximum impact in the
context of our business and operations
To maintain collaborative and mutually
beneficial relationships with our supplier
partners, grounded in clear social and
ethical expectations
To support, participate in and give back to
our local communities
KEY ENABLERS
– Relentless focus on excellence in
customer service
– Culture guided by application of the 4imprint
Compass and ‘The Golden Rule’
– Investment in environmental initiatives, and
setting of clear and measurable performance
targets
– Clear social and ethical policies and
expectations
– 4imprint Supply Chain Code of Conduct
– Charitable giving programme and
encouragement of all team members to
volunteer or otherwise participate in their
local communities
KPIs (SEE PAGES 12 AND 13)
– Year-over-year (YOY) revenue growth
– 24-month customer retention
CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
4imprint Group plc Annual Report & Accounts 2024
09
STRATEGIC REPORT
OVERVIEW
STRATEGIC OBJECTIVESCONTINUED
Market leadership
driving organic
revenuegrowth
OBJECTIVES
To establish 4imprint as ‘the’ recognised
promotional products brand within our
target audience
To be the leading direct marketer of
promotional products in the markets in
which we operate
To expand share in fragmented markets
through sustained investment in a
diversified, evolving marketing portfolio
To set challenging organic revenue targets
linked directly to the Group’s strategy
Cash generation
andprofitability
OBJECTIVES
To deliver reliable and increasing free cash
flow over the medium to longer term
To balance short-term profitability with
marketing investment opportunities leading
to sustainable long-term free cash flow and
earnings per share growth
KEY ENABLERS
– Competitive advantage through continuous
development of and sustained investment in:
– People
– Marketing
– Technology
– Differentiation through operational
excellence:
– Customer service
– Merchandising and supply
– Efficient processing at scale of individually
customised, time-sensitive orders
KPIs (SEE PAGES 12 AND 13)
– YOY revenue growth
– Number of orders received
– 24-month customer retention
– Revenue per marketing dollar
KEY ENABLERS
– Reinvestment of cash generated from
operations into organic growth initiatives
based on multi-year revenue/return
projections
– Disciplined approach to investment:
– Marketing investment based on our
assessment of both prevailing market
conditions and a combination of current
and future customer-centric metrics,
including prospecting yield curves,
retention patterns and lifetime revenue
profiles
– Capital investment evaluated based on
cash payback and discounted cash flow
parameters
– Direct marketing ‘drop-ship’ business
model, facilitating efficient working capital
management
– Low capital intensity
KPIs (SEE PAGES 12 AND 13)
– Revenue per marketing dollar
– Operating margin
– Basic earnings per share
– Cash conversion
4imprint Group plc Annual Report & Accounts 2024
10
Effective capital
structure
OBJECTIVES
To maintain a stable and secure balance
sheet aligned with the Group’s growth
objectives
To have the flexibility to be able to continue
investing in the business through different
economic cycles
To enable the Group to act swiftly when
investment opportunities arise
Shareholder value
OBJECTIVES
To deliver increasing Shareholder value
through execution of the Group’s growth
strategy
KEY ENABLERS
– Conservative balance sheet funding
approach
– Capital allocation priorities in line with
strategic objectives
KPIs (SEE PAGES 12 AND 13)
– Cash and bank deposits balance
– Return on average capital employed
– Total Shareholder return
KEY ENABLERS
– Financial discipline in evaluation of
investment opportunities
– Clear priorities in capital allocation:
– Organic growth initiatives
– Regular dividend payments
– Merger and acquisition opportunities
– Other Shareholder distributions
KPIs (SEE PAGES 12 AND 13)
– Basic earnings per share
– Dividends per share
– Total Shareholder return
CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
11
STRATEGIC REPORT
OVERVIEW
4imprint Group plc Annual Report & Accounts 2024
24
1,367.9
23
22
21
20
1,326.5
1,140.3
787.3
560.0
24
1,644
23
22
21
20
1,561
1,341
1,003
692
519
426
268
480
529
24 46
23
22
21
20
45
41
38
43
24
7.88
23
22
21
20
8.30
8.86
6.17
6.03
24
96
23
22
21
20
120
91
63
320
24
10.8
23
22
21
20
10.3
9.0
3.9
0.7
KEY PERFORMANCE INDICATORS
REVENUE GROWTH ($m)
$1,367.9m +3%
24-MONTH CUSTOMER RETENTION (%)
46%
OPERATING MARGIN (%)
10.8%
NUMBER OF ORDERS RECEIVED (‘000)
2,124 +2%
REVENUE PER MARKETING DOLLAR
1
($)
$7.88
CASH CONVERSION
1
(%)
96%
The Group has delivered another strong performance for 2024,
outperforming the promotional products market and increasing
market share. This is a key measure of progress towards our
strategic objectives.
The 24-month customer retention rate offers visibility as to the
broad stability and strength of the customer file. The improved
rate for 2024 reflects the quality of customers acquired under
the new marketing mix.
Operating margin percentage shows the profitability of the
Group’s trading operations. The double-digit percentage
operating margin for 2024 reflects a stable gross profit margin
and flexibility of our marketing mix.
Orders received (demand) statistics are collated on a daily,
weekly and monthly basis to evaluate performance against
targets in our operational plan for both new and existing
customers. Analysis of order patterns offers a clear and
immediate measure of operational performance.
Revenue per marketing dollar gives a measure of the productivity
of our investment in marketing. The flexibility of the marketing
mix has enabled us to tailor investment in 2024 to the prevailing
market conditions.
Cash conversion measures the efficiency of the business model
in the conversion of operating profits into operating cash flow.
A high percentage reflects good working capital management
and disciplined capital investment.
New
Existing
1 Please see the Alternative Performance Measures (APMs) section on pages 159 and 160 for definitions of these APMs and reconciliations to their equivalent IFRS
measures where applicable.
4imprint Group plc Annual Report & Accounts 2024
12
24
147.6
23
22
21
20
104.5
86.8
41.6
39.8
24
9
23
22
21
20
15
54
10
(27)
24
23
22
21
20
377.9
285.6
416.3
80.5
11.0
24
98
23
22
21
20
104
94
41
6
200.0
24
215.0
160.0
23
22
21
20
45.0
0.0
250.0240.0 Regular
Special
CASH AND BANK DEPOSITS
1
($m)
$147.6m
DIVIDENDS PER SHARE (DPS) (c)
240.0c 250.0c
REGULAR SPECIAL
BASIC EARNINGS PER SHARE (EPS) (c)
416.3c
RETURN ON AVERAGE CAPITAL EMPLOYED
1
(%)
98%
TOTAL SHAREHOLDER RETURN (TSR) (% in year)
9%
Our balance sheet funding guidelines call for the business to
aim for a target cash balance at the end of each financial year.
This KPI reflects the Group’s performance in managing its cash
resources relative to its capital allocation priorities. The Group is
well financed entering 2025.
DPS provides a tangible measure of the delivery of
Shareholder value. The 2024 regular dividend is in line with the
Board’s guidelines to increase the regular dividend payment
broadly in line with EPS growth. In addition, a special dividend
of 250.0c has been proposed in line with the Group’s capital
allocation guidelines.
EPS growth over time gives a clear indication of the financial
health of the business and is a key component of the delivery
of Shareholder value. The 10% increase in EPS in 2024 reflects
the 10% increase in profit after tax and a stable number of
shares in issue.
This KPI shows the Group’s efficiency in the use of its capital
resources. It is influenced by profitability, working capital
management and productive capital investment.
Our aim is to deliver consistent performance and attractive TSR.
The effects of the pandemic and recent economic uncertainty
are clearly demonstrated over the five-year period.
Note: With the Group’s defined benefit pension plan (the “Plan”) now in a breakeven position and the remaining pension benefits of the Plan being insured following
the purchase of a bulk annuity policy in 2023, the ‘pension asset/(deficit)’ measure is no longer considered a key performance indicator for the delivery of the Group’s
strategic objectives.
CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
4imprint Group plc Annual Report & Accounts 2024
13
STRATEGIC REPORT
OVERVIEW
MARKET POSITION
Leadership in
the markets
we serve
4imprint Group plc Annual Report & Accounts 2024
14
A fundamental strategic objective for
4imprint is to establish and maintain a
leadership position in the markets we
serve. We aim to establish 4imprint as
‘the’ recognised brand for promotional
products, driving our organic revenue
growth profile to outpace the overall
growth rate of the promotional products
industry as a whole.
4imprint is the largest distributor in the
North American promotional products
industry, with 2024 revenue of $1.34bn.
The leading trade bodies, Promotional
Products Association International (PPAI)
and Advertising Speciality Institute,
both placed 4imprint at the top of the
latest versions of their annual ‘Top 40’
distributor rankings. This reflects a very
strong recovery post-pandemic. Our
UK business is smaller, with annual
revenue in 2024 of £19.7m ($25.2m), but
it ranks consistently in that market’s top
five distributors according to industry
sources.
Our proposition
Our customers can be certain that our
team and our products will meet their
expectations, every time:
– Certain delivery: It’s on time or it’s
on us. If your event is missed because
we didn’t ship on time, your order is
free.
– Certain value: If you find, within 30
days of purchase, that your order
would have cost less elsewhere, let
us know and we’ll refund double the
difference.
– Certain happiness: If you’re not
100% satisfied with your order, we’ll
pay to pick it up and rerun it or refund
your money – your choice.
Our 360° Guarantee
®
promises free
samples, complimentary art assistance
and personal, expert service on every
order. We aim to take away the worry,
making 4imprint a trusted partner
minding the details every step of the way.
Whether raising awareness, sponsoring
events, acquiring customers, recruiting
new employees or supporting good
causes, our customers know that
promotional products from 4imprint
will ensure that their name – and
brand – look great in front of their
target audience.
Where we do business
We operate in two primary geographical
markets:
– North America: The estimated
market size of the US and Canadian
promotional products markets
together in 2024 is estimated to
total around $26.6bn in annual
revenue (around $26.1bn in 2023).
We serve these markets from
facilities in Oshkosh and Appleton,
Wisconsin, USA.
– UK & Ireland: The UK and Irish
promotional products market size
was estimated by industry sources to
be around £1.2bn ($1.5bn) in 2024,
around the same size as 2023. Our
office serving these markets is in
Manchester, UK.
The marketplace for promotional
products is fragmented. The US industry
trade body, PPAI, has produced estimates
that our largest market, the USA, is
served by just under 26,000 distributors,
of whom fewer than 1,000 have annual
revenue of more than $2.5m. The
distribution structure is similar in the
Canadian and UK/Irish markets.
Our customers
Promotional products are purchased by a
wide range of individuals within all types
of businesses and organisations. These
products have many uses: as an integral
part of sales and marketing campaigns;
for recruitment or recognition activities;
to promote health and safety initiatives;
and for any other method of making
a connection between our customer’s
organisation and the recipient of the
item.
We define our customer as the individual
placing the order, rather than the
business or organisation for which the
individual works or with which he/she
is associated. Our customer base is
widely dispersed geographically, by size
of business/organisation and across
commercial, governmental, educational,
charitable, religious and other segments.
Our target customer will typically be
working at an organisation with 25 or
more employees and $1m or more in
annual revenue. No single customer
comprises a material part of 4imprint’s
overall revenue.
CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
4imprint Group plc Annual Report & Accounts 2024
15
STRATEGIC REPORT
OVERVIEW
MARKET POSITION CONTINUED
Our products
We sell an extensive range of promotional
products – merchandise that is custom
printed with the logo or name of an
organisation with the aim of promoting a
brand, service, product or event.
Our product range comprises tens
of thousands of individual products
in categories such as pens, bags and
drinkware to higher value items such as
embroidered apparel, technology and
full-size trade show displays, enabling our
customers to find the perfect product
for their promotion and their brand. This
range is carefully updated and curated
by an experienced category management
team.
Our top ten ‘Supergroup’ product
categories by sales volume in 2024 are
set out below:
Supergroup
2024
Rank
2023
Rank Change
Apparel 1 1 7%
Bags 2 2 2%
Drinkware 3 3 -2%
Writing 4 5 8%
Stationery 5 4 5%
Outdoors
&Leisure
6 6 7%
Auto, Home
&Tools
7 7 6%
Trade Show
&Signage
8 8 1%
Wellness &Safety 9 9 9%
Awards &Office 10 10 10%
Product trends
The apparel category continues to lead
following high growth in recent years. The
t-shirt and sweatshirt categories continue
to grow at above average rates, taking
market share as we continue to develop
our own in-house production capabilities
to support growth.
Following more modest growth rates
in 2023, the drinkware category has
declined slightly due to elements of
saturation in the market. Demand for
the Stanley
®
brand and other similar
high-volume drinkware pieces provided
growth opportunities; however, this was
mitigated by a general reduction across
the category.
Growth in the writing category boosted
its rank in 2024 slightly ahead of the
stationery category. Encouragingly,
some of our more ‘traditional’ product
groups retain their relevance as effective
promotional products in a more tech-
focused environment. In the writing
category, the growth was fuelled by
demand for gel ink pens (+37% growth)
and those with a softer barrel ‘feel’ (+21%),
both positioned at a higher price point
driving growth in average order value and
revenue.
The wellness and safety category had a
particularly strong year with first aid kits,
lip balm and hand sanitiser performing
well above average. Although the toy and
novelty category does not hit the top
10, several product categories had high
growth rates, such as children’s soft toys,
playing cards, ‘fidget’ style toys in addition
to light-up novelties.
Private label
We continue to develop our stable of
‘in-house’ brands, exclusive to 4imprint.
These products are designed to meet
core needs of our customers and fill
gaps within categories where in many
cases they have grown to occupy top-
selling spots. Great attention is paid
to the functionality, quality and design
characteristics of each item in addition
to the choice of our supplier and
manufacturing partners.
Our category management team has
continued to identify opportunities to
convert product materials on existing
private label items into more sustainable
options and this is now built into the
new product development and decision-
making process for new items added
to the range. More information can be
found on pages 35 and 36.
Better Choices
®
Customers continue to balance many
factors when researching and selecting
promotional products. These factors
include brand, budget, and event
dates as well as artwork and logo
requirements, often varying based
on usage and recipients. Our Better
Choices
®
framework is designed to
aid in highlighting and filtering options
by sustainability characteristics for
customers where it is already part of their
decision process and also pointing out
the availability and affordability to those
who had not considered these options.
The Better Choices
®
range has continued
to grow not only in terms of size but also
in the use of more sustainable materials
and programmes that are available.
Verification remains a critical part of the
programme. More information can be
found on page pages 34 to 36.
4imprint Group plc Annual Report & Accounts 2024
16
“The Better Choices
®
range has continued
to grow not only in
terms of size but also
in the use of more
sustainable materials.”
CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
4imprint Group plc Annual Report & Accounts 2024
17
STRATEGIC REPORT
OVERVIEW
BUSINESS MODEL
Our business is the sale and distribution of promotional products.
Our commercial operations are built around a direct marketing
business model designed to introduce millions of potential
customers to tens of thousands of customised
promotional products.
1
4
KEY STRENGTHS WHAT WE DO
Our people
– Strong company culture
– Highly trained, long-tenured
teammembers
– Empowered to ‘do the right thing’
Reaching our customers
– Expanding and productive
customer file
– Marketing ‘engine’ able to attract
new and retain existing customers;
brand increasingly important
– Long tradition of excellence in
customer service
Our platform
– Proprietary, scalable IT system
– Reliable and resilient
suppliernetwork
Financial strength
– Strong balance sheet
– Investment in the business
– Highly cash-generative model
drivingself-financed growth
Customer proposition
– Fast, easy and convenient
– Expansive and relevant product
range
– Industry-leading customer guarantee
– Online or over the phone
– Free samples and artwork
– Remarkable customer service
– Certain delivery. It’s on time or it’s
on us
– Certain value. Or we’ll refund double
the difference
– Certain happiness. If you’re not
100% satisfied, we’ll refund or rerun
your order
Application of technology
– Websites, mobile, customer-facing
– Proprietary order processing platform
– Sophisticated database analytics
– Mature, scalable systems
– Efficient order processing
– Supplier integration
– Data-driven marketing
– Innovative web and back-office
technology
4imprint Group plc Annual Report & Accounts 2024
18
2
3
STAKEHOLDER OUTCOMES
Shareholders
Strong cash generation permits us to reinvest
in the continued growth of the business, and
to reward our Shareholders through dividend
payments and share price appreciation.
SEE PAGE 11
Customers
Promotional products work: they help our
customers achieve their marketing goals,
promote their safety initiatives and recognise
their employees, amongst many other uses.
SEE PAGE 15
Team members
We are committed to a culture that
encourages the training, development,
wellbeing and personal fulfilment of every
team member.
SEE PAGES 22 TO 25
Suppliers
We have productive relationships with our
trusted supplier partners. Our suppliers can
expect to be treated in accordance with the
4imprint ‘Golden Rule’ and to be paid on time.
SEE PAGES 28 TO 30
Community
Our team members are actively engaged in
our communities, including charitable giving
and volunteering activities.
SEE PAGES 26 AND 27
Details of engagement with stakeholders are
onpages 66 to 69, covering the Directors’
duties under section 172 (1) Companies
Act2006.
‘Drop-ship’ distribution
– Unrestricted access to tens of
thousands of products
– Efficient delivery of orders to short
lead times
– In-house apparel decoration and
screen-printing
– Minimal investment in inventory
– Supplier holds the inventory
– Supplier prints the product
– Order shipped direct to customer
– Close relationships with suppliers
– Merchandisers ensure the
product range is continually
updated and curated
Innovative marketing
– Data-driven heritage and discipline
– Multi faceted, evolving marketing
portfolio
– Brand, search, catalogue
– New customer acquisition
– Growing customer file
– Existing customer retention
– Blue Box™
CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
4imprint Group plc Annual Report & Accounts 2024
19
STRATEGIC REPORT
OVERVIEW
SUSTAINABILITY
Our approach to sustainability
We have a long-standing, principled
approach to corporate responsibility.
Our culture and values encourage
responsible practice at all levels of the
organisation and present clear guiding
principles that drive ethical interactions
with, and outcomes for, all key
stakeholders.
The Board believes that these principles
and values are entirely consistent with
our primary strategic objective (see
page 9) of building a commercially and
environmentally sustainable business that
represents the cornerstone of 4imprint’s
future success.
Progressing our
sustainability
agenda
4imprint Group plc Annual Report & Accounts 2024
20
We have a transparent and open culture,
and across all of our operations clear
expectations are set for ethical behaviour
by all team members.
We do not tolerate discrimination,
harassment, bullying or abuse; we comply
with wage and working condition and time
laws; we do not tolerate forced labour or
child labour; and it is our policy that all
workers have the right to form or join a
trade union and bargain effectively.
Bribery and corruption are not tolerated
in our business operations or supply
chain. Our ‘Anti-bribery, financial crime
and sanctions policy’ sets out our high
standards of ethics and compliance
across all aspects of our business and
provides detailed guidance on facilitation
payments, gifts and hospitality and
relationships with third parties, as
well as money laundering, tax evasion,
fraud and sanctions regimes. The policy
applies to all employees across the
Group. That policy, together with our
employee handbooks, establishes clear
systems and controls to ensure effective
implementation.
We recently moved to a robust
confidential reporting hotline, ‘Speak
Up’. This whistleblowing programme is
promoted throughout our facilities and
in communications to remote employees
to encourage the reporting of any
compliance or ethical concerns.
Our sustainability agenda focuses on four pillars, each one built on robust and ethical business practices. The key activities included
in this report are listed below.
4imprint culture and principles drive our approach to sustainability
Environment
FOCUS AREAS
Energy
Carbon footprint
Better Choices
®
Private label
Carbon offsetting
TCFD
Responsible
sourcing
FOCUS AREAS
Product integrity
Supply chain
Monitoring
programme:
Tier 1
Tier 2
Community
FOCUS AREAS
Volunteering
one by one
®
Donations and
sponsorship
People
FOCUS AREAS
Engagement
and communication
Compensation and
benefits
Training and
development
Diversity, equity and
inclusion
Gender representation
Heath, safety and
wellness
CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
4imprint Group plc Annual Report & Accounts 2024
21
STRATEGIC REPORT
OVERVIEW
SUSTAINABILITY CONTINUED
Engagement and communication
A good proportion of formerly office-
based jobs continue to be performed by
team members working from home on
a regular or hybrid basis and our on-site
production teams have continued to
grow.
Our communication methods and
styles have evolved to adapt to this mix.
Quarterly emailed updates from our
CEO or UK General Manager continue
to be much anticipated, offering timely
information about the performance of
the business, payouts under quarterly
incentive plans, objectives for the
upcoming period, as well as providing
context around ongoing projects and
initiatives.
On-site communication in breakrooms
and bulletin boards has been refreshed
and updated in 2024, including QR codes
for a quick scan for further information
and to sign up for events. Key information
is also mailed to employees at home
on a quarterly basis highlighting other
activities such as Earth Day, company
events and celebrating achievements
during the year.
Building connections in person is still
important to us and we enjoy a number
of activities during the year. These span a
variety of different interests and in 2024
included local sporting events, 4imprint-
only film nights at a local cinema,
get-togethers at local music festivals
and open days at our newly expanded
distribution centre facility.
Support is also extended to managers
for ideas for team activities online and
in person. Activities cover tours of
local museums, activity nights, lunch
venues and volunteering opportunities.
Information on suitable options is
provided as well as team budgets for
managers to utilise.
Further, our culture is based on the
‘Golden Rule’: treat others as you
would wish to be treated yourself.
This mindset is evident across the four
pillars of our sustainability agenda
through team members who go above
and beyond to provide remarkable
service and to give back to their
communities because they know and
believe that it is the right thing to do.
Our team members are absolutely central
to our success. They are the driving force
behind all that we do. Their extraordinary
commitment reflects an attitude of mind
firmly grounded in 4imprint’s culture
and values. We aim to cultivate a culture
of trust that encourages people to be
themselves and bring their unique
talent and experience to a team bound
together by a shared vision and sense of
purpose. This approach enables us not
only to retain existing team members but
to enhance 4imprint’s reputation in our
communities, enabling us to attract the
best available talent.
In 2024 we were certified as a ‘Great
Place to Work’ by the Great Place to Work
organisation for the 17th consecutive
year. Whilst we appreciate the awards
and accolades this has brought us,
its core value remains the feedback
we receive from the annual employee
engagement survey regarding our
programmes and benefits. This continues
to drive new initiatives and improvements
to our workplace environment for our
team members.
Compensation and benefits
We continue to pay close attention
to ensuring that our pay and benefits
package remains attractive and
competitive. In addition to base wage
rates and the productivity-based
element in the wage structure for
certain functions, all team members
are eligible to participate in a quarterly
‘gain share’ bonus plan with clearly
communicated performance targets.
‘Gain share’ payments were made each
quarter in 2024 commensurate with
the performance of the business and
quarterly leadership bonuses were
also paid to managers and other key
contributors.
Our competitive benefits package
includes paid time off and strong
medical, dental and retirement plans. An
additional day of paid time off is given to
enable employees to celebrate cultural
days that are not part of the public
holiday calendar or are meaningful to
them personally.
The majority of our office-based
employees continue to have the flexibility
to be on site, work from home or a blend
of the two. For our production employees
there are multiple shift options, and all
employees enjoy a number of ‘flex’ hours
each year, enabling them to take time off
for personal and home appointments.
The Group’s second strategic objective (see page 10)
specifically identifies investment in our people as a key driver
of competitive advantage. We remain fully committed to a
culture that encourages the training, development, wellbeing
and participation of every team member.
People
4imprint Group plc Annual Report & Accounts 2024
22
Customer service
training class in
progress
Training and development
We believe in the value and benefits of
personal and professional development.
Our training team ensures that the
curriculum and educational opportunities
continue to evolve across the business
with a variety of opportunities available
in person and online. All online courses
are made available to all employees
regardless of current role.
A number of mandatory classes are
required for employees and managers
relating to health and safety, ethics,
cyber security, cultural awareness and
inclusion. Our online directory holds
over 400 individual courses spanning
management and leadership skills and
technical training for various production,
customer-orientated and IT teams.
Significant resources are available related
to personal finance and wellbeing and
Microsoft Office skills training.
In 2024 we collaborated with the local
library in Oshkosh to expand our offering
to promote and encourage classes
run outside of 4imprint in the local
community on non-work-related topics.
We have a solid track record of promoting
from within and we encourage team
members to think broadly about
opportunities in other teams and their
career progression. Online training videos
exist to highlight different roles across the
Company and applicants are encouraged
to job shadow with team members in
roles they are considering applying for.
We run a ‘buddy’ programme pairing new
hires with a 4imprint employee who can
act as a resource and support during that
first year in their new role.
CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
4imprint Group plc Annual Report & Accounts 2024
23
STRATEGIC REPORT
OVERVIEW
SUSTAINABILITY CONTINUED
Diversity, equity and
inclusion (Inclusion) principles
We have a clear approach to Inclusion
that is directly in accordance with the
culture and values that 4imprint has
cultivated over a period of many years.
The Group’s Inclusion principles can
be found on our IR website at
https://investors.4imprint.com/
governance/company-documents.
We understand the importance and
beneficial effect of diversity within our
Group. We believe that remarkable
teams include a wide range of unique
individuals, and that bringing these
individuals together around a shared
set of guiding principles contributes
directly to our success as a business.
We aim to foster a culture that
recruits, develops and promotes team
members regardless of background.
We are committed to the principle of
equal opportunity in employment, and
no applicant or employee receives
less favourable treatment on the
grounds of nationality, age, gender,
marital or civil partner status, sexual
orientation, religion, race, ethnicity or
disability. Further, we do not tolerate
discrimination against or harassment of
team members or others.
Further progress has been made in
broadening our recruitment activities to
reach applicants who may be less
confident in their English skills as it is a
second language. Job descriptions are
reviewed to eliminate unnecessary
barriers and unconscious bias in the
recruitment process and training exists
to support managers responsible for
interviewing and recruitment. We stay
engaged with local business round-
tables and community groups,
benefiting from good practice examples
and opportunities relevant to our local
recruitment areas. We are committed to
working with team members with
disabilities to find roles or reasonable
accommodation that enables them to
meet the responsibilities of their role.
In November 2024 the Company took part in the FTSE Women Leaders Review which monitors gender balance in FTSE 100
and FTSE 250 companies.
In addition to reviewing gender diversity at board level, the FTSE Women Leaders Review reports on the gender diversity of
senior management and their direct reports.
The data showed:
– The gender diversity of the Board was stable during the year, with 42.9% female representation at the end of the year
(2023: 42.9%).
– Based on data as at 31 October 2024, 41.7% of the senior management team including direct reports were female
(47.3% based on data as at 31 October 2023).
MANAGEMENT
At the same date, employees who
operate at a senior level in the Group
were 41.9% female and 58.1% male.
41.9
58.1
BOARD
4imprint Group plc Board Members at
28 December 2024 were 42.9% female
and 57.1% male.
42.9
57.1
TOTAL HEADCOUNT
As at 28 December 2024 the Group
employed a total of 1,656 team
members, split between female
(1,162 or 70%) and male (494 or 30%).
1,162
494
Total of 1,656
team members
Gender representation
Female Male
4imprint Group plc Annual Report & Accounts 2024
24
Health, safety and wellness
A proactive and broad approach
to health, safety and wellness is an
important aspect of the 4imprint
workplace. Desk-based ergonomics
and best practice protocols in the office
environment along with the operation
of machinery and material handling at
our distribution centre and screen-print
facility are key areas of emphasis in
promoting a safety culture.
The Safety Committee meets regularly
to ensure we remain in compliance with
regulations, monitor incidents and near
misses and consider improvement plans.
We monitor evolving regulatory and
best practice requirements and invite
input from external specialists from our
property and casualty insurance carriers.
Our Production Safety Committee is
composed of employees at our production
sites and focuses on finding ways to
engage and promote a safe working
environment on the production floors.
In 2024, all our facilities in Wisconsin in
the US took part in a social audit, the
same audit protocol that our suppliers
experience, considering all employment,
human rights and health and safety
aspects of our business.
In 2024 we launched a new employee
relief fund called ‘Grant Circle’.
Employees can confidentially and
with dignity apply for an emergency
grant due to an unexpected financial
emergency they are unable to meet
themselves, such as sudden property
damage, unexpected medical bills
or a utility disconnection. 4imprint
funds the programme centrally and
via voluntary employee donations. The
payments are administered externally,
bringing much needed funds and relief
at a critical moment. Grants are not
repayable.
We have an extensive employee
wellness programme. As part of our
distribution centre expansion, we were
able to significantly enlarge our site
clinic. Employees have free access to
nurse practitioners, occupational health
nurses, physical therapists, our employee
assistance practitioners and financial
health counsellors. The programme offers
great convenience and has proved very
popular with employees for basic medical
services such as flu shots, blood draws
or consultation on minor conditions.
This support is available to all 4imprint
employees and their dependants who are
on our medical plan. In addition, we have
access to a similar shared clinic near our
screen-printing facility for employees living
in that area.
Mental health support continues to
be offered through the on-site clinic in
addition to virtual options and our Teladoc
health provider system. Additional training
was launched in 2024 for managers,
teaching them how to recognise signs of
mental health stress in the workplace and
giving them the tools to help support their
team members.
Upgraded
healthcare clinic
at Oshkosh DC
CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
4imprint Group plc Annual Report & Accounts 2024
25
STRATEGIC REPORT
OVERVIEW
In 2024, 476 team members participated
in volunteering events across 200
organisations, logging over 3,209 paid
volunteer hours – a significant increase
over the prior year (2023: 342 team
members and 2,194 hours). This was
a welcome result as we had looked
to increase participation by offering
convenient ways for our team members,
especially those working from home, to
participate not only on site, but also off
site in varying geographic locations.
In 2024, opportunities included:
– clean up of local roadways, waterways
and a nature reserve;
– assisting our local food pantry with a
large event packing rice into boxes;
– Cards 4 Compassion – creating
holiday cards used to brighten
someone’s day;
– repairing homes in low-income
neighbourhoods; and
– collection drives including Coats for
Kids, Help for the Homeless and items
for veterans.
Whilst these opportunities may appear
small when viewed individually, they are
highlighted to showcase the depth of our
volunteer outreach efforts, which align
directly with 4imprint’s culture and values.
Volunteering
4imprint believes in being a good
community partner by actively supporting
and fostering strong community
involvement initiatives and programmes.
The health of our business depends
above all on our dedicated teammates
and we show our appreciation for their
hard work in many ways, including
supporting causes close to their hearts
and their communities. We support many
causes by sharing our time and talents,
and through the power of promotional
products.
We encourage and enable our team
members to volunteer for their favourite
causes and make a difference in their
communities. Not only is this the right
thing to do, but it also encourages our
team members to partner with like-
minded individuals, forging powerful
relationships whilst elevating 4imprint
in the eyes of the community. Having
a positive community image not only
assists in maintaining strong employee
relationships but also positions 4imprint
as an ‘employer of choice’, attracting
the new talent required to support our
continued growth.
Each 4imprint team member receives
eight hours of paid time off (PTO) per
year for volunteering at non-profit
organisations, schools, or other causes
that are meaningful to them. In addition
to causes selected by our team members,
we seek out, and often organise,
additional volunteer opportunities (on
premises and off) to encourage more of
our people to give back.
Community
SUSTAINABILITY CONTINUED
Community
involvement and
volunteering
4imprint Group plc Annual Report & Accounts 2024
26
Donations and sponsorship
In addition to the formal one by one
®
programme, we donate products from
leftover inventory and discontinued
samples to one by one
®
recipients and
other local charities. 800,000 individual
items along with an additional 120 pallets
of donations were distributed to over
1,300 deserving charities and community
organisations in 2024.
For our employees we offer ‘Meaningful
to Me’ sponsorship opportunities for
local sports and activity clubs that they
are involved in themselves or through
their children. This typically results
in the 4imprint name appearing on
club uniforms or other co-branded
promotional products.
We are extremely proud of our one
by one
®
charitable giving programme,
which allows charitable organisations
throughout the United States, Canada and
the UK to apply for a $500 grant toward
a promotional product order. These
products help the organisations recruit
volunteers, spread awareness or thank
loyal supporters. This programme fully
embodies 4imprint’s culture, values and
principles.
At inception, the programme awarded
one grant each business day. With our
business expansion, one by one
®
has
grown significantly, now averaging 27
grants per business day.
In 2024, 4imprint awarded over 7,200
grants with a total retail value of $3.6m – a
significant increase over the previous year
(2023: 5,600 grants with a total retail value
of $2.8m). This increase is indicative of the
quality of nonprofits we enjoy supporting
and learning about, as well as the positive
impact they have on their communities
utilising promotional products.
Support is also given to specific charities
such as the locally based Experimental
Aircraft Association, Oshkosh Food
Co-op, the Salvation Army, Make-A-Wish
Foundation and Big Brothers/Big Sisters.
Make-A-Wish
CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
4imprint Group plc Annual Report & Accounts 2024
27
STRATEGIC REPORT
OVERVIEW
Product integrity
Our product safety team works diligently
to review product testing documentation
and processes for the products we
sell, with particular emphasis on items
that we deem to be higher risk such
as electrical items, children’s toys, and
those that come into contact with food
such as kitchenware and drinkware. Our
testing requirements include US Federal
and State legislation and Canadian
Government legislation, in addition to
industry best practices and voluntary
standards such as those put forth by the
American Association of Textile Chemists
and Colorists and American National
Safety Institute.
Our restrictive substances list is regularly
reviewed and distributed to suppliers.
It is aligned with industry best practice
and forms the basis of our chemical
management strategy. Category product
requirements and expectations are
provided to suppliers for their relevant
categories. The number of suppliers we
have in higher risk product categories
such as children’s toys and electronics is
kept particularly tight and manageable.
Where safety and quality criteria
are of particular importance to
customers in their buying decision,
those characteristics are highlighted
to customers via the Standards &
Certifications section of our Better
Choices
®
programme, enabling them to
filter and understand key information
related to that standard. For example,
customers purchasing goods for outdoor
events or outdoor-based employees
are able to filter by SPF/UPF and UV400
protection ratings. Trade show and
signage is a core category at 4imprint.
Customers exhibiting in exhibition
centres, educational establishments and
similar venues may need to purchase
products meeting National Fire Protection
Association standards, that are easily
searchable at 4imprint.com.
A significant step was taken in 2024 in
gaining our own Oeko-tex
®
Standard 100
certification for our apparel decoration
facilities. Oeko-tex
®
certified apparel has
been prevalent in our industry for some
time but the decoration of customer
logos on the garments had never been
included. Our certification enables us to
extend our supplier and brand partners’
Oeko-tex
®
Standard 100 certification to
include the decorating completed at our
facilities. Launched with screen-printed
apparel in September 2024, we plan
to expand and add additional product
ranges in 2025. 4imprint’s Oeko-tex
®
Standard 100 certificate number is
24.HUS.55125, Hohenstein.
Responsible
sourcing
SUSTAINABILITY CONTINUED
It matters to us where our products are made, who makes them
and what they are made with. Our products find their way from
our supply chain partners into the workplaces and homes of our
customers, team-members, volunteers and business partners.
We appreciate the responsibility we therefore have to ensure
that our products are made with care and consideration.
Supply chain
Our direct Tier 1 suppliers are essentially
domestic, being based in the USA and
Canada for the North American business,
and in the UK and EU for the UK & Ireland
business. These Tier 1 suppliers take care
of the importing/manufacture, inventory
management and printing capacity
required to ship thousands of orders on a
daily basis.
That said, we are acutely aware that
our end-to-end supply chain is long
and complex. As such our business
activities can have a significant impact
at many levels. Our intention is to make
that impact positive from a social,
environmental and economic perspective.
4imprint Group plc Annual Report & Accounts 2024
28
In 2024, 4imprint’s primary North American business had contractual relationships with 124 suppliers accounting for over 99% of
our spend, with just 22 suppliers representing 80% of our spend. This is a very stable group of partners with a small number of new
suppliers added or relationships ended each year. A small number of supplier accounts are commonly ‘rolled-up’ each year, reflecting
some consolidation on the supplier side of the industry. 90% of the annual spend went to partners that 4imprint has worked with for
over 20 years. Average payment terms to suppliers in 2024 were 30 days or less.
Our ethical supply direction is set by the Board in its Social & Ethical Principles Statement which can be found at
https://investors.4imprint.com. This statement sets broad guidelines within which the Group must conduct its business operations in
accordance with best practice and relevant legislation, and respecting human rights and ethical practices throughout our value chain.
These broad principles are reinforced in our ‘4imprint Supply Chain Code of Conduct’. This is based on the International Labour
Organization’s ‘Declaration on Fundamental Principles and Rights at Work’ and is fully aligned with the Fair Labor Association’s (FLA)
Workplace Code of Conduct.
Our latest statements in compliance with the UK Modern Slavery Act and Canada’s Fighting Against Forced Labour and Child Labour
in Supply Chains Act, can be found on their respective websites.
The key tiers in our supply chain are shown below:
Tier 5 Tier 4 Tier 3 Tier 2 Tier 1
Raw material extraction e.g.
agriculture for cotton, drilling/
refining for plastic resin
Raw material processing
e.g. spinning and dying for
textiles, polymerisation
for plastics
Material and component
production e.g. knitting for
textiles, refill manufacturing
for pens
Final product assembly e.g.
sewing for bags, assembly
of pens
Importing, warehousing and
later decorating,.
Direct ship to customer
CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
4imprint Group plc Annual Report & Accounts 2024
29
STRATEGIC REPORT
OVERVIEW
Tier 1 monitoring programme
Work to increase monitoring of our Tier 1 suppliers against our Supply Chain Code of Conduct started in earnest in 2019 and had
made significant progress by 2023. Our initial objective was to cover more than 90% of the annual auditable spend by having an
audit on file within a rolling three-year time period. This was achieved in 2023. For 2024 our objective was to increase the number of
smaller suppliers who had not yet experienced an audit and to maintain the percentage of spend covered to 95% or above – both
were achieved.
An ‘auditable’ location is one where the manufacturing, assembly and/or decoration of our products takes place (i.e., excludes pure
office or warehouse locations).
Tier 1 Suppliers 2024 2023 2022
Contracted suppliers in year 124 130 135
Auditable locations in year
1
155 159 164
Number of audits completed in year 55 54 37
Auditable spend for year ($m) 665.1 665.8 577.9
Auditable spend in three year scope ($m) 656.5 646.6 458.4
% of auditable spend in scope 99% 97% 79%
1 Auditable location count exceeds contracted suppliers count due to some suppliers owning multiple facilities in different locations.
In 2024 we funded, in whole or part, 33 Tier 1 audits (some are also requested by other customers of our suppliers or paid for by the
supplier). Regardless of who requests or pays for an audit, our team takes responsibility for follow-up on any corrective action points.
In 2024 we expanded our preferred audit protocols of LRQA’s ERSA and SEDEX’s SMETA 4 Pillar to also include Amfori’s BSCI. This
has enabled us to remain flexible with scheduling but retain high standards. Alongside that change we onboarded a new platform to
house audit information and analyse data. With an expanded range of audit protocols, this platform uses machine learning to create
equivalencies enabling us to improve our analysis of findings across different protocols and focus supplier education on common
challenges.
Tier 2 monitoring programme
Our goal is to work with Tier 1 suppliers who are diligent in managing their own Tier 1 suppliers (our Tier 2). From a monitoring
perspective we have continued to press suppliers to develop their own programme and we provide financial support for some
elements of that. During 2024 we funded 22 audits with our Tier 2 suppliers.
Our apparel supply chain has a greater presence of established brands and suppliers. 60% of our apparel revenue is derived from
brands and one core promotional supplier that are FLA Accredited Participating Companies. 4imprint team members remain actively
involved in the FLA’s training and meetings.
From a country of manufacture perspective, incremental shifts out of China continue but the picture remains steady – approximately
60% of our revenue is derived from products manufactured or assembled in China. The second largest country of manufacture
remains the US at around 14%, with the Central American/Caribbean apparel bloc together comprising around 8%.
Training and development
We consider training and education for our own and our suppliers’ teams to be an important part of this process. Via our
participation in the FLA’s collegiate licensee programme we have access to a number of training opportunities. Whilst our FLA
affiliation mandates that at least one 4imprint employee should take the training, we have paid to include team members in Supplier
Operations, Category Management and other associated internal teams to ensure that they develop a strong awareness of the
challenges that can occur in supply chains and our role in preventing and mitigating them. Eleven team members were enrolled
during 2024.
Team members also completed auditor training courses, visited testing laboratories and took part in a variety of conferences and
webinars to ensure we stay educated on best practices and evolving legislation.
We continue to work with our US trade association (Promotional Product Association International) in its responsible sourcing
and sustainability leadership work. This includes chairing of industry committees and involvement in an annual conference geared
towards increasing understanding of best practices in social responsibility, product compliance and sustainability.
For several of our smaller suppliers, the roll-out of our monitoring programme means they are experiencing a social audit for the
first time. We are there to support them through that process and any subsequent corrective action. In support of this we have
subscribed to a health and safety training software platform enabling us to deploy and fund targeted health and safety training
where needed.
SUSTAINABILITY CONTINUED
4imprint Group plc Annual Report & Accounts 2024
30
Solararray at
our Oshkosh DC
expanded to match
the expansion
inthefootprint of
the facility
4imprint’s primary strategic objective
(page 9) is to build a commercially and
environmentally sustainable business
that delivers value to all stakeholders. We
see climate change mitigation and other
aspects of environmental stewardship as
a fundamental part of this commitment.
As a result, we incorporate environmental
matters into our strategic decision
making, evaluate our environmental
performance across all the activities of
the Group and search out appropriate
and effective ways to minimise the
environmental impact of our operations.
The environmental report below
demonstrates the progress made during
the year on several of our environmental
initiatives.
Highlights in the year were:
– an in-depth review of our Scope 3
Purchased Goods and Services for
resale footprint;
– further expansion of our solar
array and renewable energy credit
programmes;
– our first submission to the Climate
Disclosure Project’s (CDP) Climate
Change questionnaire, achieving a
score of B; and
– enhanced analysis in our Task
Force on Climate-related Financial
Disclosures (TCFD) report for 2024
of our climate-related risks and
opportunities.
Now that we have a clearer picture of
our carbon footprint across our value
chain, we intend to work to understand
potential science-aligned target setting
and decarbonisation opportunities.
Environment
Whilst that takes place, we will continue
to drive reductions in our internal
footprint and transition materials in our
product range towards lower embodied
carbon or recycled options.
Our initial certification in 2021 as a
CarbonNeutral
®
company in accordance
with The CarbonNeutral Protocol was
renewed again in 2024. It continues to
provide us with valuable support and
validation of our work.
The Board is responsible for the
strategic oversight of the Group’s
climate-related risks and opportunities
with implementation residing with the
Environmental Committee and key senior
leaders and operational teams. More
details on our governance structure can
be found on pages 40 and 41.
CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
4imprint Group plc Annual Report & Accounts 2024
31
STRATEGIC REPORT
OVERVIEW
Energy
Our greenhouse gas (GHG) reporting for 2024 is in line with the UK Government regulations on Streamlined Energy and Carbon Reporting
(SECR) introduced in 2019, and emissions have been calculated based on the GHG Protocol Corporate Standard. The most recently available
UK Department for Energy Security and Net Zero (DESNZ), UK Department for Environment and Rural Affairs (DEFRA) and US Environmental
Protection Agency (EPA) emission factors have been used. The table below sets out the Group’s SECR disclosure across Scopes 1 and 2 along
with appropriate intensity metrics and our total energy use from gas and electricity sources for the year ended 28 December 2024.
Greenhouse gas emissions – Streamlined Energy and Carbon Reporting
2024 2023 Change
Scope 1
1
Tonnes CO
2
e 726 526 38%
Scope 2: Location based
2
Tonnes CO
2
e 2,699 2,499 8%
Scope 2: Market based
3
Tonnes CO
2
e 381 1,082 –65%
Total Scope 1 & 2: Location based Tonnes CO
2
e 3,425 3,025 13%
Total Scope 1 & 2: Market based Tonnes CO
2
e 1,107 1,608 –31%
Proportion of emissions that relate to the UK
– Scope 1 0.0% 0.0%
– Scope 2: Location based 0.6% 0.7%
– Scope 2: Market based 1.4% 1.6%
Intensity measurements – Scope 1 & 2: Location based
– Emissions by Group revenue Tonnes CO
2
e/$m Group revenue 2.5 2.3 9%
– Emissions by employee numbers Tonnes CO
2
e/avg. employees 2.1 1.9 9%
Intensity measurements – Scope 1 & 2: Market based
– Emissions by Group revenue Tonnes CO
2
e/$m Group revenue 0.8 1.2 –33%
– Emissions by employee numbers Tonnes CO
2
e/avg. employees 0.7 1.0 –33%
Energy consumption
– Natural gas kWh 3,887,981 2,755,631 41%
– Electricity kWh 5,822,397 4,893,028 19%
– Regular grid tariff kWh 619,018 1,757,869 –65%
– REC for US operations kWh 3,968,433 2,100,000 89%
– Zero carbon tariff for UK operations kWh 61,930 67,871 –9%
– On-site solar kWh 1,173 ,016 967,288 21%
Total kWh 9,710,378 7,648,658 27%
Proportion consumed in the UK 0.8% 1.1%
1 Scope 1 being emissions from combustion of fuel and operation of facilities.
2 Scope 2: Location based calculations for use of purchased and consumed electricity.
3 Scope 2: Market based calculations for use of purchased and consumed electricity.
Changes in our SECR table
A number of changes took place in 2024 as the result of facility expansion to support continued business growth. These changes
resulted in an increase in both Scope 1 and Scope 2 location-based emissions (method that reflects the average emissions intensity
of grids on which energy consumption occurs) with a significant decrease in Scope 2 market-based emissions (method that reflects
emissions from electricity contracts chosen by the Group).
Our natural gas and electricity consumption increased as our screen-print facility in Appleton, WI completed its first full year in
its expanded space. In addition, our Oshkosh distribution centre extension was completed in August 2024. Increased energy
requirements were anticipated and included in the development plans.
The solar array facility adjacent to our Oshkosh distribution centre was expanded. The original 2,660 panel array was increased to
4,148 panels, effective August 2024. In 2024 it generated 1,412,570 kilowatt hours (kWh) of electricity of which 1,173,016 kWh (83%)
was consumed on site with 239,554 kWh distributed back to the grid.
Usage of the local Wisconsin renewable energy programme Naturewise
®
was expanded. The programme is certified under the US
Green-e
®
certification programme meeting the GHG Protocol’s quality criteria for renewable energy credits. Credits were applied to
the balance of the distribution centre’s electricity purchases as well as 40% of our main Oshkosh office building’s requirements. We
intend to expand that programme in 2025.
Enrolment in the local Wisconsin renewable energy programme for our screen-print facility commenced in early 2024. That programme is
also Green-e
®
certified. The majority of purchased electricity for 2024 came from that programme.
SUSTAINABILITY CONTINUED
4imprint Group plc Annual Report & Accounts 2024
32
Carbon footprint
Due to the nature of our business, most of our emissions are in our Scope 3 inventory, primarily in the purchased goods and services
and downstream transportation categories. The table below has been estimated for 2024 in line with the GHG Protocol Corporate
Accounting and Reporting standard utilising the most recently available primary and secondary data sources, emission factors from
DEFRA, DESNZ and US EPA as well as reputable databases, and external consultancy support. Improved assumptions have been
made and there are several restatements from 2023 calculations.
Greenhouse gas emissions – tonnes CO
2
e (tCO
2
e)
2024 2023 Change
Scope 1 726 526 38%
Scope 2: Location based 2,699 2,499 8%
Scope 2: Market based 381 1,082 –65%
Total Scope 1 & Scope 2: Location based 3,425 3,025 13%
Total Scope 1 & Scope 2: Market based 1,107 1,608 –31%
Scope 3
1 Purchased goods and services
Goods purchased for resale 259,664 252,189
R
3%
Goods and services for internal use 20,767 22,476 –8%
2 Capital goods 4,515 NC
3 Fuel and energy related activities 711 589
R
21%
5 Waste generated in operations 274 217
R
26%
6 Business travel 364 248
R
47%
7 Employee commuting 1,117 1,171
R
-5%
9 Downstream transportation and distribution 23,900 24,633 -3%
11 Use of sold products 169 200 -16%
12 End-of-life treatment of sold products 15,253 14,655 4%
Total Scope 3 326,734 316,378
R
3%
Total GHG emissions: Location based 330,159 319,403 3%
Total GHG emissions: Market based 327,841 317,986 3%
(R) Indicates a restatement from the 2023 report.
NC Not calculated.
Note: GHG Protocol Scope 3 categories 8, 10, 13, 14 and 15 have been excluded from the table as they are not considered relevant to 4imprint’s business model.
Category 4 upstream transportation is included in Category 9 downstream transportation as same carrier network.
Information relating to Scope 3 GHG:
Several changes took place in 2024
which related to updated and improved
methodology in our calculations and work.
This enabled us to include categories
not previously reported. The Group’s
restatement policy (for non-financial
information) requires restatement of
comparative data if there is a 5% or greater
variance from the previous statement.
2024 calculations have been made on
the best available data and any necessary
adjustments or recalculations will be shared
in a future report.
Category 1 – Purchased goods and
services: In 2023 we reported our initial
purchased goods and services calculations
which were based on the US EPA USEEIO
spend-based methodology. Despite some
limitations, this was a helpful stepping
stone towards a more detailed assessment
of our product which took place in 2024
– see page 34 for further details. A small
reduction took place on purchased goods
and services for internal use, reflecting a
variety of minor changes in operational
services and marketing mix.
Category 2 – Capital goods: Calculated
for the first time in 2024. This number
includes non-recurring capex related to
the construction project at the distribution
centre (3,255 tCO
2
e) and the increased solar
expansion (702 tCO
2
e). The balance of 1,159
tCO
2
e is representative of our underlying
spend on IT and production equipment.
Calculations are made from amix of spend-
based and primary sourceddata.
Category 3 – Fuel and Category 5 –
Waste:
Both had recalculations due to
more granular data becoming available
andsubsequent increases in 2024 as
a result of the distribution centre and
screen-printing facility expansions.
Category 6 – Business travel: Restated
for 2023 based on final data available.
The increase in 2024 is a result of hotel
stays now being included and a return
to long-haul travel for supply-chain
teammembers.
Category 7 – Employee commuting:
Restated for 2023 based on more granular
data becoming available, similar for 2024.
This is seen as a more accurate reflection of
our hybrid work environment rather than
any change in policy.
Category 9 – Downstream transportation:
Also includes a small amount of upstream
transportation due to carrier overlap. A
slight reduction has been estimated due to
shifts in favour of ground versus air options.
Category 11 – Use of sold products:
Calculated for the first time this year for
2024 and 2023. This is representative
of direct emissions related to electronic
products sold largely in the technology
category. The variance relates to category
shifts in products sold.
Category 12 – End-of-life treatment of sold
products: Calculated for the first time this
year for 2024 and 2023.
CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
4imprint Group plc Annual Report & Accounts 2024
33
STRATEGIC REPORT
OVERVIEW
Product
Goods purchased for resale
In 2023 we began in earnest working to understand the carbon emissions embedded in the product we sell and to evaluate tools
and methodologies available to support us in calculating that footprint and mapping out future reduction opportunities. We engaged
the support of an external consultant to produce a USEEIO spend-based calculation and explored tools such as the HIGG MSI.
In 2024 we embarked on an in-depth analysis with external third-party consultants of our carbon emissions footprint from our
goodspurchased for resale. This moved us from a spend-based approach to one with activity data on sales volumes, material
specifications and weights, manufacturing locations and decorating emission data. Considering our vast assortment of products
anddownstream position in the value chain, a hierarchical approach was taken, breaking our range into three levels of analysis.
In-depth analysis across the whole product lifecycle was performed for ten high-volume, stable products representative of a large
portion of their categories where we were able to understand impacts in depth. Following this, significant analysis took place at a
category level for the larger product groups and those product groups with a wide variety of materials to be considered. The third
level for smaller categories and those that are highly homogeneous took a representative product review and extrapolated the
results for the entire category.
The results provided far greater granularity and visibility into the various product and material impacts across our range. Actual
emissions and emission intensity per unit sold were provided in addition to insights on shifts into recycled and other more
sustainable materials supporting the work of our category teams as we build our Better Choices
®
programme.
With detailed activity data the final calculation is therefore much lower than stated in the 2023 report. It is important to note that this
restatement reflects an improvement in methodology rather than actual decarbonisation of the footprint.
Suppliers: Scope 1 and Scope 2 emissions
Our supplier engagement efforts have continued in 2024. We continue to encourage Tier 1 suppliers to calculate and verify their own
Scope 1 & 2 emissions. In respect of 2023 emissions (latest data available), we have Scope 1 & 2 data from suppliers representing
80% of our product spend. The percentage having their data verified has also increased and we are pleased to see three large
suppliers work to reduce and/or offset this impact. This data taught us that, relative to the total purchased goods for resale
emissions, the imprinting of the product is a small percentage. It is, however, a critical part of our business model and demonstrates
important first steps for our suppliers’ own carbon reduction journeys.
2023 2022
Count % of spend Count % of spend
Contracted suppliers 130 99% 135 99%
Suppliers completing S1 & S2 calculation 30 80% 19 68%
Suppliers with externally validated calculation 17 64% 10 42%
Suppliers fully reducing/offsetting S1 & S2 emissions 3 26% 1 11%
We subscribed to the Wordly platform in late 2023. Wordly’s HIGG Facility Environmental Module (FEM) has begun to be utilised by
many of our suppliers. This provides us with standardised emissions data and provides a tool for suppliers to develop their own
strategy and record sustainability achievements. In addition, the Materials Sustainability Index (MSI) and material-based emission
data will assist our category management team in understanding the varying environmental impacts of different materials.
Better Choices
®
Increasingly, environmental aspects regarding the sustainability of materials, as well as social concerns such as workplace culture/
conditions are an important part of the product decision process for our customers. These considerations are expected to grow
significantly in importance and will play an important role in reducing our Scope 3 purchased goods and services emissions in the
coming years.
Our Better Choices
®
programme, launched early in 2022, provides an easily accessible framework to enable customers to find their
perfect product. Better Choices
®
allows customers to easily filter the 4imprint range of promotional products to find the best match
for the values of their organisation and their brand. Each Better Choices
®
designation is rigorously researched and is supported by
third party certification programmes and/or other supplier-provided information under the broad headings of Better Materials and
Better Workplaces.
Better Materials highlighted designations include:
– products made using recycled polyester, paper, plastic or metals;
– paper and wood-based products certified as responsibly sourced by the Forest Stewardship
Council
®
(FSC), Sustainable Forestry Initiative
®
(SFI) or Programme for the Endorsement of
ForestCertification™ (PEFC);
– textiles such as apparel and bags made from organic cotton or US-grown cotton – globally
recognised for its approach to sustainable farming; and
– garments certified under the Oeko-tex
®
Standard 100 chemical certification system, decorated at our own certified facilities.
SUSTAINABILITY CONTINUED
4imprint Group plc Annual Report & Accounts 2024
34
Better Workplaces allows customers to find products from brands and suppliers who are:
– an Accredited Participating Company of the FLA – known globally for protecting and progressing workers’ rights around the world;
and
– a Certified Benefit Corporation (B Corp) – B Corps are legally bound to consider how their actions impact employees, suppliers,
community and the environment.
Other standards and certifications are also available as part of the Better Choices
®
programme including, for example:
– children’s toy and product safety standards such as ASTM F963, CPSIA;
– technology certification programmes such as Qi, Bluetooth, and safety standards set by UL; and
– sun protection such as UV400 for sunglasses, SPF for sunscreen lotion and UPF ratings for garments.
In accordance with our culture, any Better Choices
®
designation places significant emphasis on the integrity of the information
available. In other words, we will be vigilant and disciplined in confirming the veracity of any ‘eco’ claims made. Industry certifications
and standards such as the Global Recycled Standard (GRS) developed by Textile Exchange and Global Organic Textile Standard
(GOTS) are two such examples. All safety standards and certifications are managed in line with the regulatory requirements for that
standard.
The programme has grown significantly during 2024 and is expected to continue to do so both in terms of the number of products
bearing Better Choices
®
designations and revenue volume it represents. In 2024, revenue for products included in the Better
Choices
®
range totalled $403m, having increased from $310m in 2023.
Tags applied per Better Choices
®
category 2024 2023
Year-on-year
change
Better Materials 6,070 4,447 36%
Better Workplaces 3,640 3,034
1
20%
Standards & Certifications 4,434 3,901 14%
1
Restated from original 2023 numbers due to error in initial calculation
Better Materials
The Better Materials designation is particularly important as we work to shift our product range into lower emission products. In 2024
revenue from items bearing Better Materials tags totalled $204m, having increased from $144m in 2023. This increase is viewed as a
result of our improved understanding of the role materials play in emissions reduction, the increased availability of materials in our
supply chain and the positive partnership of our key supplier partners. Of specific note is an increase in tags applied to items where
recycled polyester is used and the introduction of specific tag groupings for recycled steel and recycled aluminium as ranges have
expanded and are expected to continue to do so. We continue to be successful in encouraging suppliers of wood and paper-based
products to achieve Chain of Custody certification from FSC and/or SFI, enabling us to promote those credentials to end customers.
Tags applied per Better Materials sub-category 2024 2023
Year-on-year
change
Recycled Materials 3,666 2,577 42%
Responsible Forestry 1,332 980 36%
Sustainable Cotton 1,216 1,112 9%
Carbon Neutral Products 68 42 62%
Chemical Mgt (Oeko-tex) 110 – –
Note: The sum of all material designations adds up to more than the total due to some items receiving multiple tags
Product lifecycles at 4imprint can be long (often 15+ years) making the conversion of current high-volume items into more
sustainable materials an important part of the development. Particular emphasis was placed in 2024 on collaborating with key
supplier partners to identify high volume, long lifecycle items where conversions can take place. Our expectation is that these
changes will begin to have a meaningful impact in 2026 and beyond as production time and inventory turns take their course.
More information on how our private label brands dovetail into this initiative can be found below.
Private label
The development and growth of our private label brands continued in 2024. The purpose is to create a stable of in-house brands
exclusive to 4imprint and designed to meet the core needs of our customers. In 2024 we launched successful new products under
both our Refresh
®
and Taskright
®
brands, all utilising recycled and other more sustainable materials. We continue to evaluate and
execute opportunities to convert existing items and are committed to any new products or brands being launched having a strong,
more sustainable, story. As we look to transition to more sustainable materials for our private label products, our intention is to work
with the same core supply chain partners without impacting quality, design and performance.
CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
4imprint Group plc Annual Report & Accounts 2024
35
STRATEGIC REPORT
OVERVIEW
Crossland
®
is our outdoor brand,
including fleece jackets, blankets,
beanie hats, vacuum mugs, backpacks
and coolers. 2024 sales of Crossland
®
products totalled $26m (2023: $25m).
In 2024 we saw several drinkware items
transition into recycled steel materials
and bags into recycled polyesters. Our
‘puffer’ style jackets using recycled
polyester came into inventory in
2024. Development has continued in
researching and testing recycled options
for additional items, with production
commencing in 2025.
Percentage of Crossland
®
sales in the
Better Materials programme by end of
year:
Refresh
®
was launched in 2017, initially
concentrating on a core line of affordable
water bottles, expanding to include
tumblers, travel mugs and various other
drinkware items. 2024 sales of Refresh
®
products totalled $9m (2023: $11m).
Entry-level #1PET coloured bottles
transitioned into recycled #1PET during
2022 with significant development work
taking place in 2023 shifting production
of steel, aluminium and acrylic items into
recycled versions. That inventory began
selling in 2024 with some items lagging into
2025 due to slower inventory turns in the
drinkware category. We introduced our new
Refresh
®
Baylos tumbler in 2024 in recycled
steel. This has proved very popular and is
one of our most successful new product
launches of the year. We continue to work
diligently on researching and testing options
for our clear plastic #1PET bottles.
Percentage of Refresh
®
sales in the Better
Materials programme by end of year:
2022 27%
2023 30%
2024 target 70%
2024 actual 68%
Taskright
®
was launched in 2020,
focused on a line of everyday stationery
products such as notebooks, sticky notes
and pencils. 2024 sales of Taskright
®
products totalled $15m (2023: $11m).
As a paper-based category, we have
focused on working with suppliers who
are sourcing materials from FSC and
SFI certified supply chains. Ideally, the
supplier also carries that organisation’s
Chain-of-Custody certification enabling
us to share those credentials with end
users via our own FSC and SFI licenses.
2024 saw new product introductions
of document folders and an additional
notebook. As the category expands
utilising non-forestry materials, we are
committed to achieving a high level
of recycled content, ensuring those
products are also featured in our Better
Materials programme.
Percentage of Taskright
®
sales sourced
from responsible forestry programmes by
end of year:
Looking forward, we have set a target for a minimum of 80% of revenue for our Crossland
®
, Refresh
®
and Taskright
®
private label
brands to be classified under the Better Materials programme by the end of 2027.
We pay particular attention to supplier selection as it pertains to our private label brands and the partners that they select for
production. All are core long-term partners to 4imprint and are included in our Tier 1 monitoring programme (see page 30),
with their manufacturing partners included in our Tier 2 programme (see page 30).
SUSTAINABILITY CONTINUED
2022 30%
2023 33%
2024 target 40%
2024 actual 38%
2022 42%
2023 100%
2024 target 100%
2024 actual 100%
4imprint Group plc Annual Report & Accounts 2024
36
Carbon offsetting
To enable us to maintain our CarbonNeutral
®
company certification, the remainder of our emissions footprint assessed under the
protocol is offset via carefully selected carbon reduction projects. All are purchased via Climate Impact Partners. The volume offset
for 2023 totalled 12,000 tCO
2
e and was split equally across the three projects below. (The certification is valid on an annual basis for
previous calendar year emissions).
Allagash, USA Ecofiltro, Guatemala Bondhu Chula Stoves, Bangladesh
– Carbon removal
– Nature-based: improved forest
management
– Standard: American Carbon Registry
(ACR)
– Carbon avoidance & reduction
– Health & livelihoods: clean cooking &
clean water
– Standard: Gold Standard
– Carbon avoidance & reduction
– Health & livelihoods: clean cooking
– Standard: Gold Standard
UPS, our preferred supplier for downstream distribution of customer orders, was responsible for 16,053 tCO
2
e of Scope 3, Category
9 – downstream transportation emissions for 2023. We continue to be enrolled in UPS’s carbon neutral shipping programme which
supports emissions reduction projects and is verified by SGS & Climate Impact Partners. Current information on this programme can
be found at www.ups.com.
SMART team
Our SMART (Sustainability, Making a Renewable Tomorrow) Committee is our internal employee resource group, focused on
implementing sustainable improvements in our 4imprint facilities, employees’ home life and local community. Comprising around 15
members from across a variety of business functions, they meet once a month, continually reviewing and implementing new ideas.
Some examples of 2024 SMART activities included:
– an electronics recycling event whereby employees brought in personal items for recycling, resulting in 640kg of metals being
recycled;
– continuation of the ‘Take the Pledge’ programme focusing on encouraging new hires to ‘pledge’ not to use single-use products in
common/lunch areas;
– producing training materials for new and existing employees informing them of how to dispose of and appropriately recycle
common office and production materials;
– SMART week – centred around ‘Earth Day’ with a week of activities encouraging employees to engage in sustainability-focused and
educational activities. Prizes included smart thermostats, outdoor composters and reusable dryer balls;
– expansion of the SMART community internally – events and engagement activities have boosted membership and activities on
internal Viva Engage forums; and
– launched ‘Item of the Month’ recycling events focused on hard-to-recycle items at home such as old Christmas tree lights and
hand sanitiser gel.
CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
4imprint Group plc Annual Report & Accounts 2024
37
STRATEGIC REPORT
OVERVIEW
SUSTAINABILITY CONTINUED
Certifications and collaborations
CarbonNeutral
®
Certified Company Carbon Disclosure Project (CDP) FTSE4Good Index Member
4imprint has achieved CarbonNeutral
®
company certification in accordance
with The CarbonNeutral Protocol
4imprint submitted its data to CDP for
the first time in 2024, achieving a CDP
Climate Change score of B
Independently assessed according
to the FTSE4Good criteria, 4imprint
satisfies the requirements to become a
constituent of the FTSE4Good Index
Forest Stewardship Council Great Place to Work Oeko-tex
To enable us to distribute FSC
®
certified
products, 4imprint holds an FSC Retail
License: N003663
4imprint has been certified as a Great
Place to Work for the previous 17
consecutive years
Our US decorating facilities certificate
number is 24.HUS.55125
Sustainable Forestry Initiative Sustainable Packaging Coalition Wisconsin Green Masters
To enable us to distribute SFI
®
certified
products, 4imprint holds an SFI Private
Label ID: SFI-02014
4imprint is a member of the Sustainable
Packaging Coalition
Participation in the Wisconsin
Sustainable Business Council’s
programme has earned 4imprint
‘Maturing’ status
4imprint Group plc Annual Report & Accounts 2024
38
Recommendation Recommended disclosures Page(s)
Governance
Disclose the organisation’s
governance around
climate-related risks and
opportunities.
a) Describe the Board’s oversight of climate-related risks and opportunities 40-41
b) Describe management’s role in assessing and managing climate-related risks and
opportunities
40-41
Strategy
Disclose the actual and
potential impacts of
climate-related risks and
opportunities on the
organisation’s businesses,
strategy, and financial
planning where such
information is material.
a) Describe the climate-related risks and opportunities the organisation has
identified over the short, medium, and long term
42-46
b) Describe the impact of climate-related risks and opportunities on the
organisation’s businesses, strategy, and financial planning
42-46
c) Describe the resilience of the organisation’s strategy, taking into consideration
different climate-related scenarios, including a 2°C or lower scenario
42-46
&64
Risk Management
Disclose how the
organisation identifies,
assesses, and manages
climate-related risks.
a) Describe the organisation’s processes for identifying and assessing
climate-related risks
41
b) Describe the organisation’s processes for managing climate-related risks 41
c) Describe how processes for identifying, assessing, and managing climate-related
risks are integrated into the organisation’s overall risk management
41
Metrics and Targets
Disclose the metrics and
targets used to assess
and manage relevant
climate-related risks and
opportunities where such
information is material.
a) Disclose the metrics used by the organisation to assess climate-related risks and
opportunities in line with its strategy and risk management process
47
b) Disclose Scope 1, Scope 2, and, if appropriate, Scope 3 greenhouse gas (GHG)
emissions, and the related risks
33
c) Describe the targets used by the organisation to manage climate-related risks and
opportunities and performance against targets
47
Task Force on Climate-related Financial Disclosures
In 2024, the Group has significantly enhanced its management of climate change through refinement of ESG governance structures
and expansion of our ESG strategy. The Group submitted a response to the CDP Climate Change questionnaire for the first time
and conducted a physical risk analysis on our operations and our supply chain. We are keen to continue to develop this area of our
business and plans are in place for 2025 to continue this work.
This year, we have enhanced the analysis of the physical and transition risks and opportunities impacting the Group and are
disclosing those which could pose a significant impact to the Group separately for the first time. Climate change is a principal risk for
the Group and, as such, we have ensured that the climate-related risks and opportunities have been integrated with our business
strategy and risk practices.
The Board has noted the requirement for mandatory climate-related disclosures arising from the Companies (Strategic Report)
(Climate-related Financial Disclosure) Regulations 2022, as well as the FCA listing rule LR 6.6.6R that requires the Group to make
disclosures against the Task Force on Climate-related Financial Disclosures (TCFD) recommendations.
In this TCFD report we set out our climate-related financial disclosures, cross referenced in the table below, noting that we are
compliant with ten of the eleven recommendations. We acknowledge that the Group does not currently have a formally articulated
net zero commitment with accompanying environmental targets and a transition plan; however, progress is ongoing in this area and
we will look to address these gaps in the coming years as we improve our measurement and understanding of our footprint.
Details on the recommended disclosures can be found on the following pages:
CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
4imprint Group plc Annual Report & Accounts 2024
39
STRATEGIC REPORT
OVERVIEW
SUSTAINABILITY CONTINUED
Governance
The Board of Directors has oversight
and overall responsibility for the Group’s
sustainability strategy, disclosures and
reporting. This includes our processes
around climate-related risks and
opportunities, and the monitoring of the
Group’s sustainability performance in line
with TCFD recommendations.
All Board members are able and
encouraged to raise issues and risks on
environmental topics. Relevant Board
members are also responsible for
climate-related risk discussions at the
Business Risk Management Committee.
Additionally, sustainability and climate-
related matters that impact the Group’s
operations, and the measures needed
to be implemented, are discussed in
depth at the Annual Strategic Review.
Discussion is led by our Chief Product,
Supply Chain & Sustainability Officer,
and information on activities undertaken
during the year and topics for upcoming
discussion are circulated in advance of
the meeting. This allows time for the
Board to raise any questions or concerns
and provides relevant information on
climate change to the Board. One of our
Non-Executive Directors (Jaz Rabadia) has
relevant sustainability experience from
her current and previous roles and is able
to help guide discussion and improve
understanding.
The Board regularly considers climate-
related issues when reviewing business
strategy as part of the due diligence
processes that take place prior to the
sign-off of major capital expenditures.
For example, the $20m project to expand
capacity at our distribution centre in
Oshkosh, Wisconsin, which included
approval to extend the existing solar
array, was discussed by the Board.
Similarly, climate change has been
discussed in relation to our product mix,
private label strategy and marketing
activities. The opportunity of having lower
carbon and preferred materials products
available for our customers formed the
basis of our Better Choices
®
programme,
and we anticipate that this will form a
material part of our net zero transition
plan as we encourage suppliers to switch
to materials that have a higher recycled
or lower embodied carbon content.
The Board, supported by the Audit
Committee, has the overall responsibility
for the oversight and management of
risk within the Group. Responsibility
is delegated to Executive Directors on
an operational basis, including risks
and opportunities related to climate.
The Executive Directors sit on our
Business Risk Management and Group
Environmental Committees to enable
cross-function communication, and to
provide the flexibility to raise any issues
to the Board where necessary.
During the year, our climate-related
risk processes were underpinned by a
physical risk assessment and review of
locations in our Tier 1 supply chain and
our own operations, along with the re-
evaluation and initial quantification of our
climate-related risks and opportunities.
Potential risks were assessed to reflect
the likelihood of occurrence and the
potential impact on the business were
they to occur, as well as the extent to
which they are being addressed and
mitigated.
Whilst the Group does not currently
have sustainability targets, including a
net zero target, we anticipate setting
one in the coming years. The Board
oversees and monitors the progress
of our sustainability agenda in this
area. The Remuneration Committee
will review on an annual basis whether
Executive remuneration and climate-
related indicators should be linked as
our understanding of our footprint
improves and structures to fairly assess
performance are put in place.
At the management level, our Group
Environmental Committee consists of
our CEO, CFO, Chief Product, Supply
Chain & Sustainability Officer and
other senior leaders across the Group.
The Group Environmental Committee
discusses and reviews all sustainability
data, performance, upcoming
regulation and work on target setting
at regular meetings. The Committee
met seven times in 2024 and we
intend to keep a regular cadence of
meetings throughout 2025.
Board of
Directors
Audit Committee
Group Environmental Committee
Business Risk Management Committee
SMART Team
Environmental Team
Key Operational Teams
Management Level
Board Level
Risk, Progress and Metrics
Operations/Strategy
4imprint Group plc Annual Report & Accounts 2024
40
The Business Risk Management
Committee is in place to ensure that
all principal and emerging risks are
considered, including climate-related
risks and opportunities, and reports to
the Board and the Audit Committee on a
regular basis.
Sitting beneath the Group Environmental
Committee, the SMART team (employee
resource group), Environmental team,
and Key Operational teams (including
Finance, Internal Production, Category
Management, Supplier Operations, and
Social and Environmental Compliance) are
in place to implement the sustainability
strategy at a regional and site level, with
senior personnel responsible for their
respective division. These groups report
to the Group Environmental Committee
on operational-level sustainability
and climate matters, through which
information is fed up to Board level via
the Executive Directors to be integrated
into risk assessment and strategy
development.
Risk management
Identification of climate-related risks
is integrated into the Group’s risk
management process. This risk process
considers existing and emerging risks and
all risk categories outlined in the TCFD
recommendations in relation to all the
Group’s operations for the period ended
28 December 2024. Climate-related risks
and opportunities were also considered
in our upstream and downstream
supply chain. At an overall Group level,
climate-related risks are integrated into
our principal risks and uncertainties,
as individual risks (‘climate change’ and
‘products and market trends’) and also
as elements of other principal risks
(‘business facility disruption’, ‘domestic
supply and delivery’ and ‘legal, regulatory
and compliance’).
Whilst the Board has overall responsibility
for the management of risk, the Audit
Committee supports the Board in fulfilling
its responsibilities to maintain effective
governance and oversight of the Group’s
risk management and internal controls.
The management of the Group’s climate-
related risks is integrated into the Group’s
overall risk management framework.
All climate-related risks are assessed
in the same manner as other Group
risks, so that their relative significance is
comparable. All risks are assessed using
a five-by-five risk matrix that incorporates
an assessment of the likelihood of
occurrence and the potential impact
on the business were they to occur.
The likelihood ranges from one (rare)
to five (almost certain / frequent), with
the impact measured against a separate
one (incidental) to five (extreme) scale
determined with reference to the risks’
potential impact on the Group across
various measures (financial, reputational,
strategic, regulatory and operational).
The resulting overall risk rating is
derived through a combination of these
scores, with the resulting categories of
low, moderate, high and extreme. The
exercise enables us to prioritise potential
risks depending on their potential impact
to the Group.
It is important to note that in this report,
our climate-related risks are currently
assessed on a gross basis. However, as
Group discussions around net zero and
our transition plan progresses, we will
consider disclosing risks on a mitigated
basis in future reporting.
Climate-related risks are identified
through a variety of sources, including
the Board, operational and functional
management teams, the Group
Environmental and Business Risk
Management Committees, and externally,
to ensure that a comprehensive
assessment takes place.
The Group’s risk register records existing
and emerging risks, including climate-
related risks, and includes an assessment
of the likelihood of a risk occurring and its
potential impact. This includes the impact
of upcoming legislation likely to affect
the Group. Risk mitigation factors and
internal controls for all risks, including
climate-related, are included in the
business risk registers and consolidated
in the Group risk register to ensure they
are appropriately managed in accordance
with the Group’s risk appetite (e.g.,
mitigation, accept, or control).
CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
4imprint Group plc Annual Report & Accounts 2024
41
STRATEGIC REPORT
OVERVIEW
SUSTAINABILITY CONTINUED
Scenario analysis
The Group has considered all risk and opportunity categories outlined in the TCFD guidance, to ensure all relevant climate-related
risks have been analysed. Not all categories are applicable or material to the business.
Climate-related risks are divided into two major categories: physical and transitional. Physical risks can be event-driven (acute) such
as increased severity of extreme weather events (e.g., cyclones, droughts, floods, and fires). They can also relate to longer-term
shifts (chronic) in precipitation and temperature and increased variability in weather patterns (e.g., sea level risk). Transition risks are
associated with the transition to a lower-carbon global economy (e.g., policy and legal actions, technology changes, market responses,
and reputational considerations).
Typically, physical risks increase under high temperature scenarios and transition risks increase in scenarios where the global
temperature risk is contained as there is rapid and coordinated progress to transition to a low emissions economy. Two separate
climate risk assessments have been carried out during the period to reflect the differences in physical and transitional risks and
opportunities. Both these risk assessments included a Group-wide review of operations, customers, supply chain and how this could
impact revenue, assets, and other costs. Assessments were completed, with support from external consultants, through climate-
related workshops and interviews across the business.
The two scenarios below were used for our analysis of transition risks, with a time horizon of 2050. These scenarios were derived
from the Intergovernmental Panel on Climate Change’s (IPCC) ‘Shared Socioeconomic Pathways’ (SSPs) and ‘Representative
Concentration Pathways’ (RCPs):
– SSP2; RCP 3.4 (2°C Scenario): Under this scenario, there is a predicted global temperature rise of 2–2.4°C above pre-industrial
levels by 2100. In this future, the world follows a path in which social, economic, and technological trends do not shift markedly
from historical patterns; public and consumer focus on climate change grows as a younger, more climate-conscious generation
enters the workplace. Overall, progress towards combatting climate change is characterised by regional disparity and high
adaptation costs.
– SSP5; RCP 8.5 (4°C Scenario): Under this scenario, there is a predicted global warming of ~4°C above pre-industrial levels by
2100. Here, there is global collaboration focused on protecting the population from a changing climate, as opposed to reducing
human-induced climate change; there is an erosion of public support for climate-related policies, and the primary energy supply
is dominated by oil and gas, with coal also expected to form a significant part of the energy mix in geographies with available
reserves. In this scenario, nations focus on economic growth, disregarding the environmental consequences; this yields significant
global economic growth through to 2050; however, as the economic impacts of climate change worsen, so too does its dent on
the global economy.
In addition, we have carried out a physical risk assessment of our operations and of our Tier 1 suppliers under the guidance of
a third-party consultancy. Physical risks were analysed using four scenarios from the IPCC embedded in the Munich Re Location
Intelligence tool used to analyse physical risks of climate change:
– RCP 2.6: A climate-positive pathway, likely to keep global temperature rise below 2°C by 2100. CO
2
emissions start declining by
2020 and get to zero by 2100.
– RCP 4.5: An intermediate and probably baseline scenario more likely than not to result in global temperature rise between 2°C
and 3°C by 2100 with a mean sea level rise 35% higher than that of RCP 2.6. Many plant and animal species will be unable to
adapt to the effects of RCP 4.5 and higher RCPs. Emissions peak around 2040 and then decline.
– RCP 7.0: A baseline outcome rather than a mitigation target and represents the medium-to-high end of the range of future
emissions and warming resulting from no additional climate policy.
– RCP 8.5: A bad case scenario where global temperature rise is between 4.1 and 4.8°C by 2100. This scenario is included for its
extreme impacts on physical climate risks as the global response to mitigating climate change is limited.
Currently, the magnitude of our identified risks and opportunities are assessed on a gross basis; however, mitigation strategies have
and are being identified. A more detailed analysis and quantification will be undertaken once our understanding of our footprint and
discussions around net zero progress.
4imprint Group plc Annual Report & Accounts 2024
42
Strategy
The Group’s risk management process requires the risks and opportunities (including climate-related risks) that could prevent it from,
or support it in, achieving its objectives and promoting its long-term sustainable success, to be identified. Climate-related risks and
opportunities are assessed on their likelihood of occurrence and impact (should the risk materialise), currently on a gross basis (pre
mitigation) and will be assessed on a net basis (post mitigation) in the future when our understanding in this area develops further.
These risks are managed alongside the other risks faced by the Group.
Specific transitional climate-related issues were assessed over three different time horizons. These horizons allowed us to consider
the lifespan of our assets and infrastructure as well as any longer-term regulatory changes and to consider our near and long-term
targets. The time horizons for our climate-related risk assessment are as follows:
Time horizons
Short Medium Long
Rationale 2025–2028
In line with the Group’s budget
and forecast cycle
2028–2038
In line with the strategic
planning cycle
2039 onwards
In line with long-term industry
and policy trends, including the
UK net zero 2050 commitment
Key risks
Physical risks
4imprint operates a ‘drop-ship’ distribution model with operations in North America and the UK & Ireland, and an extended global
supply chain network. As global temperatures rise, the frequency and severity of extreme weather events are likely to increase,
resulting in a higher chance of disruptions to our operations and to our supply chain. The Munich Re Location Risk Intelligence tool
has been used to assess current and potential future physical climate-related risks facing our facilities and Tier 1 suppliers. We have
assessed the potential physical risks of our own five sites, and 169 supplier locations for internal use.
A range of physical risks were reviewed, including heat stress, drought stress, cold stress, tropical cyclone and river flood risk. From
the review of our own operations, all were deemed to be at low risk; the locations in which we operate are not expected to see
significant impacts from climate change until 2100, and, as such, we feel that mitigating action is not necessary at this stage.
Transition risks
4imprint is exposed to the risks and opportunities that result from a transition to a low-carbon economy. The speed of this transition
will determine the severity and impact of climate transition risks and opportunities. The TCFD defines transition risks in four
categories (Policy and Legal, Market, Technology, and Reputation), and, transition opportunities in five categories (Resource Efficiency,
Energy Source, Products and Services, Markets, and Resilience).
Based upon our review, we have identified five potentially significant climate-related transition risks and four potentially significant
climate-related transition opportunities. These are detailed below:
Risks
Stakeholder expectation on carbon reduction (reputation)
– Risk:
Whilst the Group does not currently have explicit emissions reduction targets in place, it is our ambition to reduce our
impact on the environment, and we intend to develop appropriate emissions targets and reduction plans in the near future. We
are cognisant of stakeholder expectations around carbon emission reductions and targets and expect a lack of progress in this
area to negatively impact stakeholder perception. Without an ambitious emissions reduction plan, it is possible that the Group
may lose revenue as customers support businesses with better environmental credentials, whilst providers of capital are likely to
demand a strong environmental track record. We expect this risk to be more significant under the 2°C scenario, as stakeholders
apply more stringent sustainability criteria to their decisions.
– Mitigation: It is expected that stakeholders will increasingly expect disclosure of carbon emissions and targets to manage
them. The Group has assessed its full Scope 3 carbon inventory in 2024; this work will help guide the decision to set challenging
but achievable carbon emission targets and a reduction plan. We have already taken steps to decarbonise our operations,
including through the installation and subsequent expansion of our solar array at our distribution centre in Oshkosh, Wisconsin.
Additionally, we maintain close relationships with our suppliers, including through engagement efforts in relation to sustainability.
We will continue to develop our engagement strategy to ensure sufficient mitigation across our value chain.
– Business area: Own operations, upstream, downstream
– Time horizon: Medium – long term
– Primary potential financial impact: Lost revenue, higher cost of capital
– Measurement: Scope 1, 2, & 3 emissions, suppliers engaged on climate-related issues (%)
– Gross risk rating: High
CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
4imprint Group plc Annual Report & Accounts 2024
43
STRATEGIC REPORT
OVERVIEW
SUSTAINABILITY CONTINUED
Risks continued
Reliance on third parties or technologies to decarbonise (market and reputation)
– Risk:
In order to reduce our carbon footprint, the Group must rely on certain factors outside of our control. For example, the
decarbonisation of electricity grids, our Tier 1 suppliers and extended upstream value chain meeting decarbonisation timelines,
and the development of zero emissions transportation. Given the Group’s operating model, there is a heavy reliance on our key
suppliers. Whilst we have a good understanding of our Tier 1 suppliers, further work is needed to understand the rest of our
supply chain. There is the risk that the Group is unable to meaningfully reduce its Scope 3 emissions, as it is dependent on the
availability of lower embodied carbon or recycled product options from our suppliers. We expect this risk to be lower in a 2°C
scenario, where we expect higher capital expenditure and research and development spending on new technologies to reduce
global emissions.
– Mitigation: We have strong long-term relationships with our Tier 1 suppliers and work collaboratively with them. Additionally,
we have good relationships with key Tier 2 partners and brands. This is maintained largely through active engagement and
education. We work collaboratively with our Tier 1 suppliers and continuously evolve our understanding of their upstream value
chain, as well as engaging with industry bodies to contribute to and develop best practice. We continue to improve our lower-
carbon product offering, and source more sustainably where possible. We will also look to assess our research and development
strategy in this area.
– Business area: Upstream
– Time horizon: Medium – long term
– Primary potential financial impact: Increased costs
– Measurement: Scope 3 emissions, % Tier 1 suppliers mapped
– Gross risk rating: High
Carbon pricing (current and emerging regulation)
– Risk: The scope of carbon pricing (applied directly or indirectly) is expected to expand over the medium term and the price
of carbon is expected to rise in the drive to make businesses more responsible for their energy use and carbon emissions.
This risk of carbon taxes applies both to our direct operations (Scope 1 and 2 emissions) and also to our supply chain through
various mechanisms to avoid “carbon emission leakage” like the EU CBAM legislation. This increased carbon pricing is part of
the additional costs suppliers must face as they seek new sustainable or renewable products to replace oil-based raw materials
in the supply chain. We expect suppliers to pass on some of the increased sourcing costs incurred as a result of operational or
regulatory changes, including carbon taxes, reduced ability to source in-demand raw materials in a timely manner, and disruption
caused by extreme weather conditions. We expect some of the resulting price increases to be passed on to our customers, but at
this stage the extent of increases is unknown. The International Energy Agency forecasts that carbon prices (US$/tCO
2
e) relevant
to the Group under NZE and STEPS
1
scenarios are projected to increase over time with greater increases in the NZE scenario
(where we expect more stringent regulation).
– Mitigation: The Group has already taken several steps to reduce its emissions. As we now have a full carbon footprint
calculation in place, we will be working to better understand potential decarbonisation opportunities and will work to set
appropriate emission reduction targets. The diversity of our supply chain also reduces this risk to the Group. Our Supplier
Agreement sets out our expectations to our value chain partners on environmental issues, and our Better Choices
®
framework
aims to reduce the embodied carbon of our products. We engage with our suppliers regularly to consider lower embodied
carbon inputs (where the raw materials used have acceptable technical qualities with lower carbon emissions) and will continue
to do so going forward. All these actions will reduce our Scope 1, 2 and 3 emissions and thereby the net impact of this risk.
– Business area: Own operations and value chain
– Time horizon: Long term
– Primary potential financial impact: Increased costs
– Measurement: Scope 1 & 2 emissions, Scope 3 Category 1 emissions
– Overall risk rating: High
1
NZE is an ambitious scenario which sets out a narrow but achievable pathway for the global energy sector to achieve net zero CO
2
emissions by 2050. It is
comparable to the 2°C scenario used to assess transition risks. STEPS is a scenario which represents the roll forward of already announced policy measures.
This scenario outlines a combination of physical and transitional risk impacts as temperatures rise by around 2.5°C by 2100 from pre-industrial levels, with a 50%
probability. It is comparable to the 4°C scenario used to assess transition risks.
4imprint Group plc Annual Report & Accounts 2024
44
Environmental compliance and reporting obligations (policy and legal)
– Risk: The Group could face increased operational costs from increased environmental regulation complexity, and potential
negative financial and reputational impacts due to the inability to meet these reporting requirements. In the short term, this
would relate to the disclosure of our full carbon inventory and the development of a net zero emissions target in line with
stakeholder expectations. We expect this risk to be more significant under a 2°C scenario, due to greater stakeholder focus and
regulatory expectations. The Group also faces additional risk from fragmented policy in relation to climate. This is largely due
to varying State approaches across the US. As such, it is important that the Group is aware of any regulatory requirements or
expectations.
– Mitigation: We are currently working with sustainability consultancies in this area to ensure that all regulatory obligations are
met. Additionally, the business employs and continues to invest in, legal, compliance and other specialist staff familiar with the
obligations faced by the Group. Established governance structures are in place to ensure that there is sufficient oversight and
monitoring of any regulatory developments in this area.
– Business area: Own operations
– Time horizon: Medium – long term
– Primary potential financial impact: Increased costs
– Measurement: Scope 1, 2 & 3 emissions, revenue, cost of capital
– Gross risk rating: Moderate
Consumer preference (market)
– Risk:
Driven by media coverage, industry standards and government regulation, consumer preferences are likely to continue to
move towards purchasing more sustainable or climate friendly products. We expect this risk to be higher in the long term and in
the 2°C warming scenario as consumers apply stringent sustainability criteria to their purchasing decisions.
– Mitigation: We engage with customers and suppliers to ensure new products are designed to meet changing customer
preferences and environmental requirements. This includes taking steps to ensure that customers are better able to make
sustainable choices, largely through our Better Choices
®
initiative. Each Better Choices
®
designation is rigorously researched and
is supported by third party certification programmes and/or other supplier provided information under the broad headings of
Better Materials and Better Workplaces. The programme grew significantly during 2023 and 2024 and is expected to continue to do
so both in terms of the number of products bearing Better Choices
®
designations, and the proportion of revenue it represents.
– Business area: Downstream
– Time horizon: Long term
– Primary potential financial impact: Lost revenue
– Measurement: Scope 3 emissions
– Gross risk rating: High
Opportunities
Renewable energy generation
– Opportunity:
The Group could realise operational cost savings and reduced emissions through the use of more renewable
energy. Similarly, there is also the opportunity to further reduce emissions by transitioning to renewable energy contracts and
reduced reliance on the grid through in-house renewable generation. We expect this opportunity to be greater under a 2°C
scenario with increased investment in alternative energy technologies, which should reduce costs.
– Impact: We have already started to realise this opportunity; at our distribution centre in Oshkosh, Wisconsin, our solar array
became operational in 2022 and has been further extended during the current year. The original 2,660 panel array has led to
cost savings of $65,000 per annum compared to regular energy tariffs; scaling up to account for all our operations, the Group
could see energy savings of between $460,000 to $1,300,000 in the long term, depending on global energy prices. Similarly, we
have implemented several opportunities to purchase renewable energy contracts at our sites in the US. In 2024, solar generation
covered 20% of our electricity usage, and RECs in place covered 69%. We aim to further increase this figure in 2025.
– Business area: Global
– Time horizon: Medium term
– Primary potential financial impact: Reduced costs, reduced emissions
– Measurement: Energy consumption, % renewable energy, Scope 1 & 2 emissions
– Gross opportunity rating: Moderate
CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
4imprint Group plc Annual Report & Accounts 2024
45
STRATEGIC REPORT
OVERVIEW
Opportunities continued
Sustainable product design and production
– Opportunity:
Our Better Choices
®
programme enables us to classify our products according to sustainability attributes such
as recycled materials or workplace certifications. We also work proactively with our Tier 1 suppliers to identify when lower carbon
materials can be introduced to existing and new product lines. We believe these actions will, over time, enable us to grow market
share and we expect this opportunity to be larger under a 2°C scenario, where demand for sustainability-themed products is
higher.
– Impact: Our private label brands have various initiatives underway to shift to more sustainable materials, which will enable
us to remain market leaders with our environmental sustainability attributes a significant competitive advantage. Examples of
products include paper and wood-based products certified by the FSC or SFI as responsibly sourced. In 2024, the number of ‘tags’
applied to products sold under our Better Materials recycled materials designation increased to 6,070; a 36% increase from 2023.
Similarly, we have increased the proportion of sales of our private label brands bearing sustainability characteristics in 2024.
– Business area: Global
– Time horizon: Medium term
– Primary potential financial impact: Increased revenues
– Measurement: Scope 3 emissions, revenue from Better Choices
®
programme
– Gross opportunity rating: High
Resource efficiency
– Opportunity:
Due to the limited manufacturing within our own operations, the Group has a low direct environmental impact
with respect to energy, water and waste. However, across our facilities, we recognise that there are various opportunities for
operational cost savings through energy, water and waste efficiency and reduction measures. With respect to waste, we are
currently working to better understand how our systems track waste from entry to exit and will use the learnings to guide the
launch of future initiatives. Similarly, whilst water is considered less significant to our operations, we understand the benefit of
water efficiency initiatives.
– Impact: Good progress has been made to improve the efficiency and sustainability of our operations. In recent years, our
team has worked on several energy and waste reduction initiatives. Our ‘Take the Pledge’ initiative saw the successful launch of
a programme encouraging employees to ‘pledge’ not to use single-use products in common areas. 491 team members signed
up, receiving free reusable lunch kits and utensils. Further work to better measure and assess opportunities for water and waste
reduction is ongoing, and we will prioritise further improvements in this area.
– Business area: Own operations
– Time horizon: Medium term
– Primary potential financial impact: Decreased operational costs
– Measurement: Water/waste/energy costs per annum, Scope 1 & 2 emissions
– Gross opportunity rating: Low
Reduced cost of capital and investor interest linked to sustainability criteria (quantifiable)
– Opportunity: Providers of capital may consider sustainability in their lending assessments, which impacts the availability and
cost of capital. The Group maintains a $20m line of credit with its US bankers that expires in 2026 and a £1m overdraft facility
with its UK bankers that expires at the end of 2025. Over the medium term, investors and banks are expected to be more
stringent and withdraw funding or apply punitive charges if ongoing targets on emission reduction are not aligned to their own
net zero targets. Based on current interest rates, we would expect an improved interest rate in the magnitude of 10–20bps for a
‘green’ loan compared to plain vanilla lending.
– Impact: We remain in continued dialogue with investors and sustainability experts to ensure our climate change disclosure is in
line with the latest regulatory requirements. We have now published a full carbon inventory and will consider setting a baseline
year for our transition and net zero targets. Once this is in place, we will consider the possibility of sustainability-linked financing
agreements.
– Business area: Own operations
– Time horizon: Medium term
– Primary potential financial impact: Cost of capital
– Measurement: Scope 1, 2 & 3 emissions, US/UK interest rates
– Gross opportunity rating: Low
SUSTAINABILITY CONTINUED
4imprint Group plc Annual Report & Accounts 2024
46
Metrics and targets
Whilst the Group does not currently have explicit emissions reduction targets in place, it is our ambition to reduce our impact on the
environment and we intend to develop appropriate targets now we have a better understanding of our impacts.
We are planning to spend time in 2025 understanding the levers we have for potential decarbonisation opportunities with a view to
setting appropriate emissions reduction targets. This may be accompanied by other sustainability-related targets such as internal
targets related to the percentage of new products meeting our Better Materials designation.
The Group is now reporting on its full GHG inventory across Scopes 1, 2 and 3, of which we understand Purchased Goods and
Services to be the largest component. All emissions data has been calculated in line with the GHG Protocol.
Currently, the Group does not use an internal carbon price in its decision-making processes. A significant amount of work is ongoing
to further our understanding and management of climate-related risks, and as this develops, we may reassess whether this would
be appropriate.
CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
4imprint Group plc Annual Report & Accounts 2024
47
STRATEGIC REPORT
OVERVIEW
47
FINANCIAL REVIEW
Margin
improvement
and marketing
mix driving
profitability
gains
4imprint Group plc Annual Report & Accounts 2024
48
The Group’s revenue and profit in the period, summarising
expense by function, were as follows:
2024
$m
2023
$m
Revenue 1,367.9 1,326.5
Gross profit 435.4 401.9
Marketing costs (173.7) (159.9)
Selling costs (49.8) (47.2)
Administration and central costs (61.8) (56.8)
Share option charges and related social
security costs (1.6) (1.1)
Defined benefit pension plan
administration costs (0.4) (0.7)
Operating profit 148.1 136.2
Net finance income 6.3 4.5
Profit before tax 154.4 140.7
Taxation (37. 2) (34.5)
Profit for the period 117.2 106.2
Group operating result
The Group has delivered another strong financial performance
for 2024, continuing to grow revenue and operating profit
despite a challenging market backdrop.
Revenue increased 3% to $1.37bn (2023: $1.33bn), with existing
customer orders and average order value (5% and 2% higher
than 2023 respectively) more than offsetting the decline in new
customer orders (9% below 2023) which were impacted by
uncertain economic conditions.
The gross profit percentage of 31.8% improved from 30.3%
in 2023, benefiting from carefully targeted price adjustments
implemented throughout 2023 and 2024 and minimal supplier
cost increases.
Marketing costs increased to 13% of revenue compared to
12% in 2023. Whilst this represents a small decrease in the
revenue per marketing dollar KPI from $8.30 in 2023 to $7.88
for 2024, this continues to represent a material improvement
from pre-pandemic historical norms and reflects the flexibility of
the marketing mix that has enabled us to control the marketing
investment in a challenging external environment.
Selling, administration and central costs together increased 7%
to $111.6m (2023: $104.0m) primarily reflecting a full year of
costs for team members added during the first half of 2023.
The strong gross profit margin and flexible marketing mix outlined
above delivered another uplift in operating profit to $148.1m
(2023: $136.2m) and operating margin to 10.8% (2023: 10.3%).
Segmental performance
$m
Revenue Operating profit/(loss)
2024 2023 2024 2023
North America 1,342.7 1,302.6 153.6 141.0
UK & Ireland 25.2 23.9 (0.4) 0.2
Direct Marketing
Operations 1,367.9 1,326.5 153.2 141.2
Head Office costs – – (5.1) (5.0)
Total 1,367.9 1,326.5 148.1 136.2
North America revenue increased 3% and operating profit by 9%.
As the business constitutes more than 98% of Group revenue
and 104% of Group operating profit, the commentary for the
Group operating result above applies equally to the North
American business.
UK & Ireland revenue increased 5% driven by improved demand,
an increase in average order value and favourable currency
movements. Investment in brand awareness advertising
campaigns to drive future business growth led the business to a
small operating loss for 2024 of $(0.4)m (2023: operating profit
$0.2m).
Foreign exchange
The primary US dollar exchange rates relevant to the Group’s
2024 results were as follows:
2024 2023
Year-end Average Year-end Average
Sterling 1.26 1.28 1.27 1.24
Canadian dollars 0.69 0.73 0.76 0.74
The Group reports in US dollars, its primary trading currency. It
also transacts business in Canadian dollars, Sterling and Euros.
Sterling/US dollar is the exchange rate most likely to impact the
Group’s financial performance.
The primary foreign exchange considerations relevant to the
Group’s operations are as follows:
– translational risk in the income statement remains low with
the majority of the Group’s revenue arising in US dollars, the
Group’s reporting currency;
– most of the constituent elements of the Group balance
sheet are US dollar-based; and
– the Group generates cash mostly in US dollars, but its
primary applications of post-tax cash are Shareholder
dividends and some Head Office costs which are paid in
Sterling.
As such, the Group’s cash position is sensitive to Sterling/US
dollar exchange movements. To the extent that Sterling weakens
against the US dollar, more funds are available in payment
currency to fund these cash outflows.
Share option charges
A total of $1.6m (2023: $1.1m) was charged in the period in
respect of IFRS 2 ‘Share-based Payments’. This was made up of
two elements: (i) executive awards under the Deferred Bonus
Plan (DBP) and Long-Term Incentive Plan (LTIP); and (ii) charges
in respect of employee savings-related share schemes.
Current options and awards outstanding are 71,603 options
under the US Employee Stock Purchase Plan, 10,956 options
under the UK Save As You Earn scheme, 46,321 awards under the
DBP and 36,855 awards under the LTIP. Awards under the DBP in
respect of 2024 are anticipated to be made in late March 2025.
Net finance income
Net finance income for the period was $6.3m (2023: $4.5m),
comprising interest earned on cash deposits and lease interest
charges under IFRS 16. The increase in finance income on 2023
reflects the higher level of cash deposits held.
CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
4imprint Group plc Annual Report & Accounts 2024
49
STRATEGIC REPORT
OVERVIEW
FINANCIAL REVIEW CONTINUED
Taxation
The tax charge for the period was $37.2m (2023: $34.5m) giving
an effective tax rate of 24% (2023: 25%). The primary component
of the charge relates to current tax on US taxable profits of
$35.8m (2023: $32.1m).
Earnings per share
Basic earnings per share increased 10% to 416.3c (2023:
377.9c), reflecting the 10% increase in profit after tax and a
weighted average number of shares in issue similar to prior year.
Dividends
Dividends are determined in US dollars and paid in Sterling,
converted at the exchange rate on the date that the dividend is
declared.
The Board has proposed a final dividend of 160.0c per share
(2023: 150.0c) which, together with the interim dividend of 80.0c
per share, gives a total paid and proposed regular dividend
relating to 2024 of 240.0c per share (2023: 215.0c), an increase
of 12% compared to the prior year.
The final dividend has been converted to Sterling at an exchange
rate of £1.00/$1.2934. This results in a final dividend per share
payable to Shareholders of 123.7p (2023: 117.0p), which,
combined with the interim dividend paid of 62.7p per share,
gives a total dividend per share for the period of 186.4p (2023:
167.8p).
In addition to the interim and final dividends, the Board has also
proposed a special dividend of 250.0c per share (193.3p) (2023:
nil), which will be paid at the same time as the final dividend in
June 2025. This special dividend is non-recurring in nature and
is in accordance with the Group’s established balance sheet
funding and capital allocation policies which are described in
more detail below.
The final and special dividends, together amounting to 410.0 c
per share (317.0p), will be paid on 3 June 2025 to Shareholders
on the register at the close of business on 2 May 2025.
Defined benefit pension plan
The Group sponsors a legacy UK defined benefit pension plan
(the “Plan”) which has been closed to new members and future
accrual for several years.
Following the purchase of a bulk annuity policy in June 2023
in the form of a buy-in arrangement, the Group ceased to
make monthly deficit funding contributions to the Plan but
still funds the ongoing administration costs and settlement of
residualliabilities.
Consistent with both the Trustee’s overriding objective to
enhance the security of the benefits payable to members and
the Group’s long-term commitment to the full de-risking of its
legacy defined benefit pension obligations, progress has been
made during 2024 to achieve a full buy-out of the Plan liabilities
which is anticipated to be completed during 2025.
At 28 December 2024 and 30 December 2023, the Plan on an
IAS 19 basis was in a breakeven position with gross Plan assets
and liabilities both $20.9m (2023: $23.3m). As expected, there
was no change in the net IAS 19 Plan position as the fair value of
the bulk annuity policy matches the liabilities insured.
A triennial actuarial valuation of the Plan was completed as at 30
September 2022 and this forms the basis of the IAS 19 valuation
referred to above.
Cash flow
The Group had cash and bank deposits of $147.6m at
28December 2024, an increase of $43.1m against the
30December 2023 balance of $104.5m. Cash flow in the period
is summarised as follows:
2024
$m
2023
$m
Operating profit 148.1 136.2
Share option charges 1.6 1.1
Defined benefit pension administration
costs paid by the Plan – 0.5
Depreciation and amortisation 5.1 4.7
Lease depreciation 1.7 1.7
Change in working capital 5.6 29.2
Capital expenditure (19.5) (9.7)
Underlying operating cash flow 142.6 163.7
Tax and interest (29.5) (29.9)
Defined benefit pension plan contributions – (6.5)
Proceeds from issue of ordinary shares – 2.4
Own share transactions (2.0) (1.0)
Capital element of lease payments (1.5) (1.4)
Exchange (1.0) 1.2
Free cash flow 108.6 128.5
Dividends to Shareholders (65.5) (110.8)
Net cash inflow in the period
1
43.1 17.7
1 Representing the movement in cash and bank deposits balances.
The Group generated underlying operating cash flow of
$142.6m (2023: $163.7m), a conversion rate of 96% of operating
profit (2023: 120%) reflecting the cash generative nature of
the Group’s ‘drop-ship’ distribution model. The decrease in the
conversion rate from the prior year was driven by the unwind
of the elevated working capital position in 2023 arising from the
difficult supply chain conditions experienced after the pandemic.
Capital expenditure includes the significant investment in
expanding capacity at the Oshkosh distribution centre which
was completed during the year.
Free cash flow decreased by $19.9m to $108.6m (2023:
$128.5m) due to the unwind of the abnormal working capital
position in 2023 and higher level of capital expenditure in 2024
outlined above. Dividends to Shareholders in 2024 includes
the 2023 final dividend paid in June 2024 and the 2024 interim
dividend paid in September 2024. The dividends paid in 2023
include the special dividend of $58.1m announced alongside the
2022 final dividend.
4imprint Group plc Annual Report & Accounts 2024
50
Balance sheet and Shareholders’ funds
Net assets at 28 December 2024 were $185.1m, compared
to $134.5m at 30 December 2023. The balance sheet is
summarised as follows:
28 December
2024
$m
30 December
2023
$m
Non-current assets 58.0 51.4
Working capital (13.5) (7.9)
Cash and bank deposits 147.6 104.5
Lease liabilities (5.3) (12.3)
Other assets and liabilities – net (1.7) (1.2)
Net assets 185.1 134.5
Shareholders’ funds increased by $50.6m since 30 December
2023. The main constituent elements of the movement were
retained profit in the period of $117.2m, net of equity dividends
paid to Shareholders of $65.5m.
The Group had a net negative working capital balance of $13.5m
at 28 December 2024 (30 December 2023: $7.9m). This net
negative position reflects the strength of our business model,
with low inventory requirements, a high proportion of customers
paying for orders by credit card and the diligent payment of
suppliers to agreed terms.
Balance sheet funding
The Board is committed to aligning the Group’s funding with its
strategic priorities. This requires a stable, secure and flexible
balance sheet through different economic cycles. The Group will
therefore typically remain ungeared and hold a positive cash
and bank deposits position.
The Board’s funding guidelines are unchanged, and aim to
provide operational and financial flexibility to:
– facilitate continued investment in marketing, people and
technology through different economic cycles, recognising
that an economic downturn typically represents a future
market share opportunity for the business;
– protect the ability of the business to act swiftly as growth
opportunities arise in accordance with the Group’s capital
allocation guidelines; and
– underpin a commitment to Shareholders through the
maintenance of regular interim and final dividend payments.
The quantum of the cash target at each year-end will be
influenced broadly by reference to the investment requirements
of the business and the subsequent year’s anticipated full-year
ordinary dividend.
The Board will keep these guidelines under review and is
prepared to be flexible if circumstances warrant.
Capital allocation
The Board’s capital allocation framework is designed to deliver
increasing Shareholder value, driven by the execution of the
Group’s growth strategy. The Group’s capital allocation priorities
are:
– Organic growth investments
– Either capital projects or those expensed in the income
statement.
– Market share opportunities in existing markets.
– Interim and final dividend payments
– Increasing broadly in line with earnings per share through
the cycle.
– Aim to at least maintain dividend per share in a downturn.
– Mergers and acquisitions
– Not a near-term priority.
– Opportunities that would support organic growth.
– Other Shareholder distributions
– Quantified by reference to cash over and above balance
sheet funding requirement.
– Special dividends most likely method: other methods may
be considered.
Treasury policy
The financial requirements of the Group are managed through
a centralised treasury policy. The Group operates cash pooling
arrangements for its North American operations. Forward
contracts may be taken out to buy or sell currencies relating to
specific receivables and payables as well as remittances from
overseas subsidiaries. There were no forward contracts open at
the year-end or prior year-end. The Group holds most of its cash
with its principal US and UK bankers.
The Group has a $20.0m working capital facility with its principal
US bank, JPMorgan Chase, N.A. The facility has minimum net
income and debt to EBITDA covenants. The interest rate is the
Secured Overnight Financing Rate plus 1.6%, and the facility
expires on 31 May 2026. In addition, an overdraft facility of
£1.0m with an interest rate of the Bank of England base rate
plus 2.0% (or 2.0% if higher) is available from the Group’s
principal UK bank, Lloyds Bank plc, until 31 December 2025.
These facilities were undrawn at the year-end (2023: undrawn)
and the Group expects these facilities to be renewed prior to
their respective expiry dates.
The Group had cash and bank deposits of $147.6m (2023:
$104.5m) at the year-end and has no current requirement or
plans to raise additional equity or core debt funding.
CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
4imprint Group plc Annual Report & Accounts 2024
51
STRATEGIC REPORT
OVERVIEW
FINANCIAL REVIEW CONTINUED
Estimates and judgments
The preparation of the consolidated financial statements
requires management to make judgments and estimates that
affect the application of accounting policies, the amounts
reported for assets and liabilities as at the balance sheet date
and the amounts reported for revenues and expenses during
the year.
Management considers the critical accounting judgments to be
in respect of revenue and the amendment to the Oshkosh office
lease signed on 1 November 2024. Further information on these
judgments is provided in the notes to the financial statements.
A review of internal and external indications of impairment
was undertaken in accordance with IAS 36 for both the North
American and UK cash-generating units (CGUs). This resulted in
a full impairment review being undertaken for the UK CGU but
no impairment being identified.
Going concern
The Group’s business activities, together with the principal
risks and uncertainties likely to affect its future development,
performance and position, are set out in the Strategic Report on
pages 6 to 13 and 56 to 65. The financial position of the Group,
its cash flows and liquidity position are described in this Financial
Review. In addition, the financial risk management note in the
financial statements on pages 146 and 147 details the Group’s
approach to managing its exposures to currency, credit, liquidity,
and capital risks.
In determining the appropriate basis of preparation of the
financial statements for the period ended 28 December 2024,
the Directors have considered the Group’s ability to continue as
a going concern over the period to 27 June 2026.
The Group has modelled its cash flow outlook for the period to
27 June 2026, considering the continuing uncertainties around
macroeconomic conditions and the geopolitical environment.
This forecast shows no liquidity concerns or requirement to
utilise the Group’s undrawn facilities described in the Treasury
policy section on page 51.
The Group has also modelled a downside scenario reflecting
severe but plausible downside demand assumptions which
shows no liquidity concerns or requirement to utilise the
Group’s undrawn facilities in the going concern period. Details
are set out in the viability statement below.
Based on their assessment, the Directors have not identified
any material uncertainties relating to events or conditions that,
individually or collectively, may cast significant doubt on the
Group’s and Company’s ability to continue as a going concern
from the date the financial statements are approved until
27 June 2026. Accordingly, they continue to adopt the going
concern basis in preparing the Group’s and Company’s financial
statements.
Viability statement
The Directors have assessed the prospects of the Group over
the three-year period commencing from the start of the 2025
financial year. This longer-term assessment process supports
the Board’s statements on viability, as set out below, and going
concern, as set out above.
A three-year period of assessment was determined to be the
most appropriate as it is the period covered by the Group’s
strategic planning process which sets the direction of the Group
and is reviewed at least annually by the Board. In the context
of the fast-moving nature of the business, its markets, and the
relatively short-term nature of the order book, the Directors
consider that the robustness of the strategic plan is higher in
the first three years. Further, the Group’s business model does
not rely heavily on fixed capital, long-term contracts, or fixed
external financing arrangements, which readily lend themselves
to longer planning periods.
In assessing the Group’s prospects, the Directors carefully
considered several key factors, including the strategy, market
position and business model (see pages 9 to 19), the approved
budget and three-year plan (the “plan”), the principal risks
and uncertainties (see pages 56 to 65) and the Group’s
financial position, cash flows and liquidity (as contained in this
FinancialReview).
The budget and plan, covering the period from 29 December
2024 to 1 January 2028 and developed for the purposes of the
Group’s strategic planning process, provide the basis for the
financial modelling used to assess viability. Over the three-year
period, the plan shows no liquidity concerns, requirement
to utilise the Group’s undrawn facilities, or breaches of any
covenants.
Whilst all the principal risks and uncertainties could have
an impact on Group performance, the following risks are
considered to pose the greatest threat to the business model
and future prospects:
– an uncertain macroeconomic and geopolitical environment
that poses downside risks to economic conditions and
growth;
– risk of disruption to the business from increasingly
sophisticated cyber threats; and
– environmental risks manifesting in damage to our
reputation, our operational facilities and/or those of our
supplier partners, and the failure to respond to trends and
shifts in consumer product preferences.
The Directors consider the key factor that could prejudice the
liquidity and viability of the Group, arising from these principal
risks and uncertainties, would be a sudden unforeseen shock to
demand that is beyond what is normally expected. A severe, but
plausible, downside scenario has been modelled to reflect such
an event and includes the following assumptions:
– a severe demand shock occurs at the start of 2025, like that
experienced in 2020 at the start of the pandemic, resulting
in revenue for 2025 falling to around 70% of 2024 levels;
– revenue gradually recovers back towards 2024 levels by the
end of 2027;
– marketing and direct costs flexed in line with revenue with
capital expenditure maintained to support core operations;
– payment of the proposed 2024 final and special dividends in
the first half of 2025 have been maintained to further ‘stress’
the scenario, with dividend payments for the 2025 financial
year onwards reduced in line with earnings per share; and
– other payroll and overhead costs maintained at 2024
levels with an allowance for inflationary increases to retain
capability and capacity to meet the recovery in demand.
4imprint Group plc Annual Report & Accounts 2024
52
Even under the severe stress built into this scenario, the Group
retains strong liquidity in the form of cash balances throughout
the assessment period. In addition, there are further mitigating
actions that the Group could take, including reducing or
withdrawing the proposed 2024 final and special dividends,
further cutting marketing costs and reducing headcount that are
not reflected in the downside scenario assumptions but would, if
required, be fully under the Group’s control.
The Group has proven during previous downturns its ability to
flex its marketing and other costs to mitigate the impact of falls
in revenue and retain flexibility to further reduce other costs
should the need arise. Specifically, the scalability of the business
model as demonstrated over the past few years, absence of
external financing, strong liquidity position, ability to pull back or
pause dividends and low fixed and working capital requirements
(e.g., no vendor minimum purchase commitments, headcount
could be adjusted in a relatively short timeframe) enable the
Group to mitigate and absorb the impact from severe negative
demand events. It would take an immediate, material, one-
time impact on cash to threaten the Group’s viability; what this
scenario would be is difficult to articulate and, therefore, is very
improbable. As such, a reverse stress testing scenario has not
been undertaken.
Though the Group maintains a $20m line of credit with its US
bankers that expires on 31 May 2026 and a small overdraft
facility with its UK bankers that expires on 31 December 2025,
the modelling in both the budget and plan and severe downside
scenario shows the maintenance of positive cash balances
throughout the assessment period. As such, there is no current
requirement to utilise these facilities or intention to secure any
additional facilities.
The assumptions and resulting financial forecasts for the budget
and plan and severe downside scenario have been reviewed and
approved by the Board. The conclusion of this review is that the
Group has significant flexibility in its variable costs, a low fixed
cost base, and enters the 2025 financial year with a strong cash
and bank deposits position of $147.6m, enabling it to remain
cash positive even under severe economic stress.
Based on this review of the Group’s prospects and viability, the
Directors confirm that they have a reasonable expectation that
the Group will continue to operate and to meet its liabilities as
they fall due, for the next three years to 1 January 2028.
CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
4imprint Group plc Annual Report & Accounts 2024
53
STRATEGIC REPORT
OVERVIEW
RISK MANAGEMENT
Risk governance
The Board, supported by the Audit Committee, has overall responsibility for oversight and management of risk and control across
the Group. On a day-to-day basis this responsibility is delegated to the Executive Directors and supported by the Group’s Business
Risk Management Committee (BRMC). The Board is committed to embedding a risk aware culture, setting the tone from the top and
ensuring that risk is an intrinsic element of the governance structure.
Risk appetite
The Group’s business model means that it may be affected by numerous risks, not all of which are within its control. The Board
seeks to take a balanced approach to the risks and uncertainties that it faces, encouraging an appetite for measured risk-taking that
contributes to both the operational agility and innovative culture that it believes is necessary to meet the Group’s strategic objectives.
As appetite for risk will differ across business activities, risk appetite is defined for each risk subcategory using a scale of one
(unwilling to accept risks under any circumstances) to five (eager to innovate, seek greater returns and exploit risk opportunities).
For example, as we are not willing to accept risks relating to health and safety, our appetite will sit at the lower end of the scale, and
we will therefore seek to reduce these risks as much as possible. Conversely, we are willing to accept certain risks to attract new
customers to achieve our strategic objectives, and thus our appetite for these risks will sit towards the other end of the scale.
We use our risk appetite statements to assist in the monitoring and governance of the opportunities and risks the Group faces,
providing a consistent approach for decision making in the delivery of our strategy and building resilience within our business model.
Risk management process
The Group has adopted a risk management framework to enable the appropriate identification, evaluation and mitigation of risks:
The Board recognises that effective risk management and a robust
system of internal control are integral components of good corporate
governance and are fundamental to the long-term sustainable success of
the Group. Risk appetite, the risk management process and associated
mitigating activities and controls are all essential elements of the Group’s
strategic and operational planning processes.
1. Identification
of risk
2. Assess and
analyse
3. Design and
implement
controls
4. Manage and
monitor
5. Calibrate and
assure
6. Report and
evaluate
Identify significant
risks to achieving
objectives and
promoting long-
term sustainable
success of the
Group
Assess inherent
risk (impact
and likelihood),
identify mitigating
actions and
compare residual
risk against risk
appetite
Implement
controls and
actions to manage
risks within risk
appetite
Monitor
effectiveness
of controls and
implement
remedial actions
as necessary
Calibrate
consolidated risks
for consistency
and to prioritise
Group response;
assure the
effective
operation
of controls
Timely reporting
of risks,
effectiveness
of controls
and assurance
activities
Risks are identified through a variety of sources, both internally through the Board, operational and functional management teams,
the Group Environmental and Business Risk Management Committees, and externally, to ensure that emerging risks are considered.
Risk identification focuses on those risks which, if they occurred, have the potential to have a material impact on the Group and the
achievement of its strategic, operational and compliance objectives. Risks are categorised into the following groups: strategic risks;
operational risks; reputational risks; and environmental risks.
4imprint Group plc Annual Report & Accounts 2024
54
Management is responsible for evaluating each significant risk and implementing specific risk mitigation activities and controls with
the aim of reducing the resulting residual risk to an acceptable level, as determined in conjunction with the Group’s risk appetite.
The Group employs a ‘three lines of defence’ model to manage risk and provide the required level of assurance across the Group:
– First line: Management has primary responsibility for managing operational risks through the design and implementation of
mitigating actions and controls and ensuring appropriate checks and verifications take place. Such risks are mitigated at source
with controls embedded into relevant systems and processes.
– Second line: Comprising risk management and compliance functions, the second line oversees the management of risk,
providing the frameworks and tools to support the first line and conducts monitoring of the first line of defence controls.
– Third line: The internal audit function provides independent and objective assurance to management, the Audit Committee
and the Board on the effectiveness of risk management systems and internal controls operated by the first and second lines of
defence. Internal audit activities are planned using a risk-based approach, ensuring focus is directed at the areas presenting the
greatest risk to the achievement of the Group’s strategic objectives.
Risk management roles and responsibilities
Overall
responsibility
The Board has overall responsibility for oversight and management of risk and control across the Group,
including fraud and climate-related risks. The Board undertakes a formal review of the Group’s principal and
emerging risks at least annually, assessing them against the Group’s risk appetite and strategic objectives.
The Executive Directors will routinely update the Board on urgent emerging issues and principal risks where
the residual risk exceeds the Group’s risk appetite to allow the Board to determine whether the actions being
taken by management are sufficient.
Risk owners Each business unit and Group function is responsible for identifying and assessing its significant risks,
implementing controls to mitigate the risks to an acceptable level and completing risk and control self-
assessments annually.
Supporting
committees
The Audit Committee assists the Board in fulfilling
its responsibilities to maintain effective governance
and oversight of the Group’s risk management and
internal controls.
The Audit Committee reports to the Board after each
of its meetings, providing updates on its monitoring
and review activities over the effectiveness of the risk
management and internal control framework.
The Audit Committee also provides oversight of the
internal audit function.
The BRMC meets at least three times a year
to consider the aggregated Group-wide set of
prioritised risks, mitigating activities and controls and
to discuss and monitor emerging risks.
The BRMC reports to the Audit Committee at least
bi-annually on the Group’s principal and emerging
risks and the effectiveness of mitigating activities and
controls.
Assurance Internal audit, as part of its scheduled testing and reviews, provides the Group with independent assurance
over the effectiveness of internal controls, risk management and governance processes.
Internal audit reports to the Audit Committee at each meeting on the results of assurance activities
undertaken.
Emerging risks
The Group’s risk profile will continue to evolve as a result of future events and uncertainties. Emerging risks are closely monitored
at BRMC meetings to understand the potential impact on the business. Emerging risks that have been discussed over the period
include: the unrest in the Red Sea and potential secondary effects of higher oil prices and disruption to shipping on the supply chain;
the output from a deep dive into the potential risks and opportunities from the advancement in artificial intelligence, particularly in
relation to the Group’s marketing activities; and the renewed focus on tariffs on items sourced from China.
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4imprint Group plc Annual Report & Accounts 2024
55
STRATEGIC REPORT
OVERVIEW
Strategic risks
Macroeconomic conditions
RISK AND DESCRIPTION
The Group conducts most of its operations in North America and would be affected by a downturn in general economic
conditions and/or negative effects from instability in the geopolitical environment or tension in international trade affecting
this market. In previous economic downturns the promotional products market has typically softened broadly in line with the
general economy.
STRATEGIC RELEVANCE
Customer acquisition and retention could fall, impacting
revenue in current and future periods.
The growth and profitability levels called for in the Group’s
strategic plan may not be achieved.
Cash generation could be reduced broadly corresponding to a
reduction in profitability.
DIRECTION
Inflation and interest rates in our core US market
have stabilised, easing pressure on product,
transportation and labour costs.
However, political and economic uncertainty
remains, including from the renewed focus on
tariffs under the new US administration, resulting
in lower business confidence and downside risks
to growth.
Unchanged
MITIGATION
Management monitors economic and market conditions to
ensure that appropriate and timely adjustments are made to
marketing and other budgets.
The customer proposition in terms of promotions, price, value,
and product range can be adjusted to resonate with customer
requirements, budgets and input costs in changing economic
climates.
The Group’s balance sheet funding policy provides operational
and financial flexibility to facilitate continued investment in the
business through different economic cycles.
PRINCIPAL RISKS & UNCERTAINTIES
Outlined in the following tables are the current principal risks and uncertainties that would impact the successful delivery of the
Group’s strategic goals. These are consistent with those disclosed in the prior year. The list is not exhaustive and other, as yet
unidentified, factors may have an adverse effect.
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56
Markets and competition
RISK AND DESCRIPTION
The promotional products markets in which the business operates are intensely competitive. New or disruptive business models,
potentially facilitated or accelerated by emerging technology and AI, looking to break down our industry’s prevailing distributor/
supplier structure may become a threat. Buying groups and online marketplaces may allow smaller competitors access to
improved pricing and services from suppliers. Private equity interest in the promotional products industry has increased in recent
years, offering potential funding for existing competitors or new entrants.
STRATEGIC RELEVANCE
Aggressive competitive activity or a disruptive new model could
result in pressure on prices, margin erosion and loss of market
share, impacting the Group’s financial results.
The Group’s strategy based on achieving organic revenue
growth in fragmented markets may need to be reassessed.
Customer acquisition and retention could fall, impacting
revenue in current and future periods.
DIRECTION
The competitive landscape to date has been
relatively consistent on the distributor side in our
main markets.
Whilst we are not seeing disruption in our
markets from new entrants enabled by AI
technology, the consumer search model
landscape is rapidly evolving which may present
opportunities for potential competitors and
become a threat.
Unchanged
MITIGATION
Service level, price and satisfaction guarantees are an integral
part of the customer proposition. Negative or changing
customer feedback is investigated and addressed rapidly.
Customers are surveyed regularly to monitor changing
customer interests and perceptions.
Merchandising and supply chain teams have extensive
experience in rapidly adapting the product range to meet
evolving consumer demand.
Our aim is to position the business at the forefront of
innovation in the industry, driven by an open-minded culture
that is customer-focused, embraces collaborative supplier
relationships, and has an appetite for emerging technology.
Potential use cases to harness the advancements in AI are
being regularly discussed and assessed.
Management closely monitors competitive activity in the
marketplace, including periodic market research studies.
CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
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57
STRATEGIC REPORT
OVERVIEW
PRINCIPAL RISKS & UNCERTAINTIES CONTINUED
Effectiveness of key marketing techniques and brand development
RISK AND DESCRIPTION
The success of the business relies on its ability to attract new and retain existing customers through a variety of marketing
techniques. These methods may become less effective as follows:
– TV/video/brand: Fluctuations in available inventory may cause the price of this technique to increase beyond our acceptable
thresholds. The evolving nature of how consumers access this type of content could change our ability to effectively access
our audience.
– Online: Search engines are an important source for channelling customer activity to 4imprint’s websites. The efficiency of
search engine marketing could be adversely affected if the search engines were to modify their algorithms or otherwise make
substantial changes to their practices, for example to benefit from the use of emerging technology and AI, and the Group was
unable to respond and adapt to these rapid changes.
– Offline: The flow of print catalogues and sample packages would be disrupted by the incapacity of the US Postal Service to
make deliveries, for example due to natural disasters or labour activism. Increased levels of people working from remote
locations for a sustained period may diminish the effectiveness of this technique.
The evolving landscape around consumer data privacy preferences and data privacy legislation potentially affects all marketing
techniques if it compromises our ability to access and analyse customer information or results in any adverse impacts to our
brand image and reputation.
STRATEGIC RELEVANCE
If sustained over anything more than a short time period, an
externally driven decrease in the effectiveness of key marketing
techniques would cause damage to the customer file as
customer acquisition and retention fall. This would affect order
flow and revenue in the short term and the productivity of the
customer file over a longer period, impacting growth prospects
in future years.
Restrictive data privacy legislation or changes in consumer
demands around data privacy could decrease the yield on our
marketing activities and might increase compliance costs and
the possibility of lawsuits.
DIRECTION
The increasing adoption of AI by the main search
engines has the potential to change internet
search in a way that may potentially diminish its
effectiveness for the Group.
The Group’s diversified marketing portfolio has
proved to be flexible and effective, producing
encouraging results in a soft market.
Unchanged
MITIGATION
TV/video/brand: This now dominant element of our
marketing portfolio permits a high degree of flexibility, allowing
us to quickly respond to changes as required.
Online: Management stays very close to evolving technological
developments and emerging platforms in the online space,
particularly in respect of the adoption of AI by the main search
engines. Efforts are focused on anticipating changes and
ensuring compliance with both the requirements of providers
and applicable laws. An appetite for technological innovation is
encouraged by the business.
Offline: Developments in the US Postal Service are closely
monitored through industry associations and lobbying groups.
Alternative parcel carriers are evaluated periodically.
Data privacy requirements and consumer data preferences are
monitored closely and assessed.
The business relies primarily on first party data, with shared
data significantly reduced.
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58
Operational risks
Business facility disruption
RISK AND DESCRIPTION
The 4imprint business model means that operations are concentrated in centralised office, distribution and production
facilities. The performance of the business could be adversely affected if activities at one of these facilities were to be disrupted,
for example, by a pandemic, extreme weather events (e.g., cyclones, droughts, floods and fires), loss of power or internet/
telecommunication failure.
STRATEGIC RELEVANCE
The inability to service customer orders over any extended
period would result in significant revenue loss, deterioration
of customer acquisition and retention metrics and diminished
return on marketing investment.
A significant portion of our apparel orders are embroidered
and printed in-house at our production and distribution sites
in Oshkosh and Appleton, Wisconsin. Disruption at these
facilities would impact our ability to fulfil these orders.
The Group’s reputation for excellent service and reliability may
be damaged.
DIRECTION
There have been no significant changes to the
operations of the Group over the period which
materially change the nature or likelihood of this
risk.
Unchanged
MITIGATION
Back-up and business continuity infrastructure is in place to
ensure the risk of customer service disruption is minimised.
Websites are cloud-based, and data is backed up continuously
to off-site servers.
Relationships are maintained with third party embroidery and
print contractors to provide an element of back-up in the event
of facility unavailability.
Our screen-printing operations have been located separately
to our existing distribution centre to diversify the risk of
disruption to our facilities.
A significant proportion of our office and customer service staff
work from home, mitigating some risk should offices become
unavailable.
Physical climate-related risk assessment of our operations and
facilities undertaken during the period to better understand
how these risks could impact the Group’s operations across
different timescales.
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59
STRATEGIC REPORT
OVERVIEW
Domestic supply and delivery
RISK AND DESCRIPTION
As a consequence of the Group’s ‘drop-ship’ distribution model, trading operations could be interrupted if: (i) the activities of a key
supplier were disrupted and it was not possible to source an alternative supplier in the short term; (ii) a key supplier’s own supply
chain is compromised by ‘force majeure’ events in the country of original product manufacture, for example extreme weather
events (e.g., cyclones, droughts, floods and fires), natural disasters, social/political unrest or a pandemic; or (iii) the primary parcel
delivery partner used by the business suffered significantly degraded service levels. As the Group continues to grow, the volume
of orders placed with individual suppliers becomes significant.
STRATEGIC RELEVANCE
Inability to fulfil customer orders would lead to lost revenue
and a negative impact on customer acquisition and retention
statistics.
The Group’s reputation for excellent service and reliability may
be damaged, leading to potential erosion of the value built up
in the 4imprint brand.
DIRECTION
Supply chain and delivery conditions remain
stable in both our markets.
Unchanged
MITIGATION
A rigorous selection process is in place for key suppliers, with
evaluation and monitoring of quality, production capability
and capacity, ethical standards, financial stability and business
continuity planning.
Very close relationships are maintained with key suppliers,
including a detailed shared knowledge of the supply end of the
value chain, allowing swift understanding of and appropriate
reaction to events.
Wherever possible, relationships are maintained with suitable
alternative suppliers for each product category.
Physical climate-related risk assessment of our key suppliers
undertaken during the period to better understand how these
risks could impact the Group’s operations, customers and
supply chain across different timescales.
Secondary relationships are in place with alternative parcel
carriers.
PRINCIPAL RISKS & UNCERTAINTIES CONTINUED
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60
Failure or interruption of information technology systems andinfrastructure
RISK AND DESCRIPTION
The business is highly dependent on the efficient functioning of its IT infrastructure. An interruption or degradation of services,
including from a malicious cyber attack, would affect critical order processing systems and thereby compromise the ability of the
business to deliver on its customer service proposition.
STRATEGIC RELEVANCE
In the short term, orders would be lost and delivery deadlines
missed, decreasing the efficiency of marketing investment and
impacting customer acquisition and retention.
Revenue and profitability are directly related to order flow and
would be adversely affected as a consequence of a major IT
failure.
Depending on the severity of the incident, longer-term
reputational damage could result.
DIRECTION
The IT platform is mature and performance has
been efficient and resilient.
Unchanged
MITIGATION
There is continuous investment in both the IT team supporting
the business and the hardware and software system
requirements for a stable and secure operating platform.
Back-up and recovery processes are in place, including
immediate replication of data to an alternative site, to minimise
the impact of information technology interruption.
Regular security testing of our systems is undertaken in
conjunction with specialist third-party consultants.
Cloud-based hosting for eCommerce and elements of back-
office functionality.
IT infrastructure in place to support working from home for our
office-based team members.
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61
STRATEGIC REPORT
OVERVIEW
PRINCIPAL RISKS & UNCERTAINTIES CONTINUED
Reputational risks
Cyber threats
RISK AND DESCRIPTION
Malware, ransomware and other malicious cyber threats can lead to system failure and/or unauthorised access to and
misappropriation of customer data, potentially leading to reputational damage and loss of customer confidence. This is a rapidly
changing environment, with threats from new technology emerging on an almost daily basis.
STRATEGIC RELEVANCE
Revenue and profitability are directly related to order flow
and would be adversely affected as a consequence of system
compromise.
A significant security breach could lead to litigation and losses,
with a costly rectification process. In addition, it might be
damaging to the Group’s reputation and brand.
An event of this nature might result in significant expense,
impacting the Group’s ability to meet its strategic objectives.
DIRECTION
The expected frequency, sophistication and
publicity of attacks continues to increase.
Accordingly, we continue to invest in expertise
and technical solutions, controls and security
reviews to counter the increasing external risks.
Unchanged
MITIGATION
The business employs experienced IT staff whose focus is to
identify and mitigate IT security vulnerabilities.
Investment in software and other resources in this area
continues to be a high priority.
Technical and physical controls are in place to mitigate
unauthorised access to customer data and there is an ongoing
investment process to maintain and enhance the integrity and
efficiency of the IT infrastructure and its security.
Due to the ever-evolving nature of the threat, emerging cyber
risks are addressed by the IT security team on a case-by-case
basis.
Third party cyber security consultants are employed as
appropriate and support regular security testing of our
systems.
Regular training is rolled out to our team members, including
phishing simulations, to increase awareness of cyber security
threats.
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62
Supply chain compliance and ethics
RISK AND DESCRIPTION
Our business model relies on direct (Tier 1) and indirect (Tier 2 and 3) relationships with suppliers located both within our primary
markets and at overseas locations. 4imprint has for many years had very high ethical expectations for supply chain compliance, but there
is always a risk that our wider supply chain partners may, from time to time, not comply with our standards or applicable local laws.
STRATEGIC RELEVANCE
Significant or continuing non-compliance with such standards
and laws could result in serious damage to our reputation and
brand image.
This could have an adverse effect on our ability to acquire
and retain customers and therefore our longer-term revenue
prospects and financial condition.
DIRECTION
Our supplier compliance programme is well
established.
Whilst visits and audits of domestic and overseas
suppliers are running at expected levels,
challenges exist in visiting certain locations.
Unchanged
MITIGATION
Key Tier 1 suppliers must commit to cascading our ethical
sourcing expectations down to their Tier 2 and Tier 3 supply
chain partners.
Specifically, we require our suppliers to comply with our
supplier compliance documentation, including the ‘4imprint
Supply Chain Code of Conduct’ and the ‘4imprint Factory &
Product Compliance Expectations’ document.
We are active in promoting audit coverage of our supply chain
at many levels, and in ensuring that product safety and testing
protocols are adequate and up to date.
Legal, regulatory and compliance
RISK AND DESCRIPTION
We are subject to, and must comply with, extensive laws and regulations, particularly in our primary US market, including those
relating to data privacy legislation and environmental compliance and reporting obligations.
STRATEGIC RELEVANCE
If we or our employees, suppliers and other partners fail to
comply with any of these laws or regulations, such failure could
subject us to fines, sanctions or other penalties that could
negatively affect our brand, reputation and financial condition.
DIRECTION
Obligations continue to be complied with,
monitored and assured.
Unchanged
MITIGATION
Consultation with subject matter experts, specialist external
advisers and government agencies as appropriate.
The business employs, and continues to invest in, legal,
compliance and other specialist staff familiar with the
obligations faced by the Group.
We continue to monitor and assure controls implemented
across the Group to manage our risk of non-compliance.
CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
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63
STRATEGIC REPORT
OVERVIEW
PRINCIPAL RISKS & UNCERTAINTIES CONTINUED
Environmental risks
Climate change
RISK AND DESCRIPTION
Climate change potentially affects our operations, facilities, supply chain, team members, communities and our customers
in a variety of ways. As such, it presents a multitude of risks to the business and threatens our ability to achieve our strategic
objectives. In order to meaningfully reduce our Scope 3 emissions, the Group will be reliant on third parties and the development
of lower/zero carbon products and technologies.
STRATEGIC RELEVANCE
Extreme weather-related events that impact our customers
and/or our suppliers can have a short- to medium-term
negative impact on revenue, customer acquisition and
retention, and they can also cause increases to our product
and distribution costs. Some of our suppliers are located in
geographic areas that are subject to increased risk of these
events in the long term.
Further, in the medium term, if the business is not seen to
be taking deliberate and tangible actions to reduce its GHG
emissions and support the transition to a lower-carbon
economy, the Group’s reputation and brand may be damaged
and its access to providers of capital diminished.
DIRECTION
There remains a global sense of urgency in
relation to climate change. As such, the risks in
this area remain elevated.
There have been several severe weather events
in our primary North American market during
the period. Whilst our supplier partners located
in the affected areas successfully mitigated the
impact of these events, the regularity and future
management of these occurrences is expected to
become more challenging.
Unchanged
MITIGATION
The flexible nature of our ‘drop-ship’ model allows for relatively
rapid adjustment to episodes of extreme weather. The
business has very low customer concentration which helps
mitigate an element of the risk as well.
We have close relationships with our key suppliers and,
wherever possible, relationships are maintained with suitable
alternative suppliers for each product category.
The business became carbon neutral in 2021 in respect of
Scopes 1 and 2 and is working towards understanding its full
Scope 3 emissions profile.
The extension to our existing solar array at the Oshkosh
distribution centre became fully operational during the year,
contributing to the portion of the Group’s power requirements
generated from renewable sources.
Separate physical and transitional climate-related risk
assessments were undertaken during the period to better
understand how these risks could impact the Group’s
operations, facilities, customers, supply chain and reputation
across different timescales.
Management is actively monitoring and measuring progress
towards further environmental goals, most notably further
GHG reductions in Scopes 1, 2 and 3.
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64
Products and market trends
RISK AND DESCRIPTION
The transition to a low carbon economy may lead to changing product trends or consumer preferences that render certain
products undesirable or obsolete whilst increasing demand for others. New, more sustainable or recycled products are still
being developed for commercial use, which could lead to increased product costs. Further, our supply chain may seek to pass
on potential costs arising from the transitional changes such as carbon taxes, or inflation arising from sourcing in-demand raw
materials or disruption caused by extreme weather events.
STRATEGIC RELEVANCE
Failure to anticipate accurately, and respond to, trends and
shifts in consumer preferences and increased costs arising in
the value chain, by adjusting the mix of existing product offers,
may lead to lower demand for our products, impacting our
market position and ability to generate revenue growth.
DIRECTION
The transition to a low carbon economy is driving
changes in consumer preferences towards
sustainable products.
However, the fact that most of the products in
our broad range are also sold unbranded in the
retail setting, and with an increasing number of
products being ‘tagged’ with our Better Choices
®
designation, the pace of the transition towards
sustainable choices, whilst expected to accelerate
in the future, is likely to remain manageable.
Unchanged
MITIGATION
Our merchandising teams actively collaborate with our
suppliers to continuously curate our range of products to
adapt to and meet the needs and tastes of our customers.
Our Better Choices
®
initiative highlights promotional products
that have sustainable attributes, giving our customers the
ability to research product attributes, supplier standards and
certifications related to sustainability, environmental impact,
workplace culture and more, helping them to reduce their own
carbon emissions.
We continue to invest in our sustainability team to assist in
delivering our initiatives in this rapidly evolving area.
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65
STRATEGIC REPORT
OVERVIEW
STAKEHOLDER ENGAGEMENT
The following disclosure
describes how the Directors have
had regard to the matters set
out in section 172 (1) (a) to (f) and
forms the Directors’ statement
required under section 414CZA
of the Companies Act 2006.
Section 172 Statement
4imprint’s key stakeholders and outcomes are set out along
with our business model on pages 18 and 19. Our Board
members understand and embrace the responsibility
of balancing the interests of this wide stakeholder base.
Astrong and distinctive culture encouraging responsible
practice has been deeply embedded at all levels of our
business for many years (see pages 20 and 21). Our team
members observe clear guiding principles that drive ethical
interactions with, and generate positive outcomes for, our
key stakeholders.
The Board of 4imprint sets the tone by nurturing and
reaffirming these principles and demonstrating, through its
discussions and actions, that the interests of stakeholders
are central to its decision-making. Within this framework, the
Directors discharge their duties by monitoring and assessing
stakeholder interests in two primary ways:
(i) Regular information flow from the
ExecutiveDirectors.
The Executive Directors are directly involved in day-
to-day business operations as a result of a business
model conducted from centralised facilities. The Non-
Executive Board members receive regular written and
verbal business updates from the Executive Directors via
monthly reports, face-to-face at regular Board meetings
and between Board meetings as required.
(ii) Direct engagement of Board members.
Directors are expected, where appropriate, to engage
directly with, or on behalf of, stakeholders. In particular,
the Chairman, Senior Independent Director and Board
Committee Chairs seek to understand the needs and
priorities of each stakeholder group and are encouraged
to engage independently with stakeholders depending on
subject matter and context.
The Directors consider the interests of each of 4imprint’s
key stakeholder groups when considering their duties
under section 172 and take into account the information
gathered through engagement with these stakeholders when
determining the Group’s strategies and key decisions.
A summary of our stakeholder engagement activities
(together with the issues and factors the Directors have
considered in respect of our stakeholders in complying with
section 172 (1) (a) to (f)) is set out in the following tables.
Team members
WHAT’S IMPORTANT?
Investment in our people is a key driver of our competitive
advantage (see Strategic Objectives on page 10). We can
only deliver a remarkable customer experience if we
have exceptional team members who subscribe to our
principles and values. We engage with our team members
to ensure that we are fostering a safe, diverse and inclusive
environment that they are happy to work in and a culture
that they identify with. See pages 22 to 25 for further
discussion on people and culture.
ENGAGEMENT
– Open and honest culture involving regular
communications/updates with team members,
including our in-house social media platform and email/
video calls for team members working from home
– Competitive, merit-based compensation, excellent benefits
package and opportunity for an easily understood, results-
based, bonus
– Ability to participate in the Group’s success through bonus
plans and share ownership (US Employee Stock Purchase
Plan (ESPP) and UK Save As You Earn (SAYE) plans)
– Opportunity to work from home depending on nature
of role
– A wide range of training, development and promotion
opportunities available for team members (see
Sustainability on page 23)
– The Executive Directors are based at the Oshkosh site and
have regular interaction with team members, including
updates as appropriate from the CEO
– Site visits by Chair and NEDs, including an annual two-day
visit and strategy review in Oshkosh (see page 73)
DECISIONS, ACTIONS AND OUTCOMES
– Reaffirmed the Board’s commitment to a people-led
approach, prioritising the welfare, health and safety of
our team members
– Conducted an extensive, externally facilitated
employee survey, the feedback from which will drive
initiatives in relation to internal communications and
collaboration in the coming year
– Undertook initiatives to maintain the distinctive
4imprint culture and working environment
– Reinforced our commitment to diversity in our teams
and to fostering a culture that recruits, develops and
promotes team members regardless of background
– Reviewed pay rates to ensure remuneration remains
competitive in the market and takes into account the
increased cost of living
– Good participation rates in the US ESPP and UK SAYE
schemes
– Low staff turnover rates
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66
Customers
Suppliers
WHAT’S IMPORTANT?
Our purpose (see inside front cover) revolves around
providing relevant, quality promotional products to
our customers to help them convey their message.
Our customers rely on us to make them and their
organisations shine.
ENGAGEMENT
– Emphasis on providing remarkable customer service
within a culture of continuous improvement (see
page 3)
– Guiding each customer to their ‘perfect product’;
product quality, safety, price and range development
(see pages 15 to 17)
– Regular customer surveys
– Periodic extensive customer market research
projects
– Team members empowered to make decisions
in the customer’s interest, and managers (up to
and including CEO) available to address customer
concerns
– Responsible use and security of personal data
DECISIONS, ACTIONS AND OUTCOMES
– Continued development of the marketing mix,
including additional investment in brand marketing,
to resonate with shifts in customer perceptions and
requirements
– Focus on service quality to maintain a great customer
experience in the context of a rapidly growing
business
– Continued investment in customer service resources
in the year, including a departmental reorganisation
aimed at enhancing the customer experience
– Ongoing development of a curated, easy-to-access
range of products, including the Better Choices
®
range highlighting promotional products that have
sustainable attributes, giving our customers the
ability to research product features and supplier
standards and certifications related to sustainability,
environmental impact, workplace culture and more
(see pages 34 to 36)
– Continued focus on ethical sourcing and product
safety/compliance (see pages 28 to 30)
WHAT’S IMPORTANT?
Our suppliers are integral to the ‘drop-ship’ pillar of our
business model, allowing us to provide the remarkable
customer service and efficient, on-time delivery of
great products that meet the functional, safety and
sustainability requirements that are essential to the
success of the business. Our supplier relationships are
discussed in more detail on pages 8 and 28 to 30.
ENGAGEMENT
– Regular meetings, information sharing and site visits
with our Tier 1 domestic suppliers
– Supplier agreements and expectation setting
– 4imprint Social & Ethical Principles Statement and
Modern Slavery Statement
– 4imprint Supply Chain Code of Conduct
– Cooperation with suppliers in marketing campaigns
DECISIONS, ACTIONS AND OUTCOMES
– Worked closely with our suppliers to manage the
flow of products to service the requirements of our
customers
– Worked with our Tier 1 suppliers to further expand
our supply chain monitoring and responsible
sourcing programmes
– Continued to expand the product range, including
further development of exclusive and in-house
private label products
– Emphasis on transitioning private label products to
recycled and other more sustainable materials
– Retained, and delivered on, our commitment to
paying all suppliers promptly to terms
– 4imprint’s Social & Ethical Principles Statement
andModern Slavery Statement can be found at
https://investors.4imprint.com
CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
4imprint Group plc Annual Report & Accounts 2024
67
STRATEGIC REPORT
OVERVIEW
STAKEHOLDER ENGAGEMENT CONTINUED
Community
WHAT’S IMPORTANT?
Most of our team members live locally to our primary
4imprint facilities, so it is in our interests to have a
positive influence in our local communities. This begins
with stable and competitively remunerated employment,
extending to involvement in many community activities.
Our community involvement initiatives are described
more fully on pages 26 and 27.
ENGAGEMENT
Our key Shareholder engagement activities are:
– Annual Report & Accounts
– Investor Relations website
– Annual General Meeting (AGM)
– Results announcements, investor roadshows and
periodic trading/performance updates
– Meetings and calls throughout the year with existing
and potential investors, including site visits by
investors and analysts
– Meetings with the Chair, NEDs and Company
Secretary as required
ENGAGEMENT
– Paid time off work for our team members to
volunteer for a local charity or non-profit organisation
– Support for and sponsorship of many local
organisations, events and good causes
– Donations of promotional products for events
– one by one
®
charitable giving programme
DECISIONS, ACTIONS AND OUTCOMES
– Impact of 4imprint volunteers in the community
– Charitable giving programme – over 7,200 one by
one
®
charitable grants made in 2024
– Donations and sponsorships benefiting over 1,300
organisations
– Enhancement of 4imprint’s profile and reputation in
the local community, improving our ability to attract
and retain high-quality, locally based team members
– Outreach programmes to seek to recruit team
members from underrepresented groups in the local
community
Shareholders
WHAT’S IMPORTANT?
We aim to attract Shareholders whose requirements
are aligned with our strategic objectives, and who are
interested in a long-term holding in our Company.
This involves a good understanding of our strategic
objectives, our business model and our culture.
DECISIONS, ACTIONS AND OUTCOMES
– Frequent communication and active governance at
Board level
– Detailed Board review and reaffirmation of organic
growth strategy and evolution of the marketing
portfolio, including expanding investment in brand
advertising
– Consultation with Shareholders and proxy advisers
on the new Remuneration Policy which was approved
at the 2024 AGM
– Meetings with investors and advisers to introduce the
new CFO Designate
– Shareholder register and investor relations activity
regularly reviewed by the Board
– Emphasis on culture, ethics and sustainability in
Board discussions
– Interim and final dividend payments increased in line
with earnings per share
– Special dividend proposed for payment in June 2025
in line with the Group’s balance sheet funding and
capital allocation policies
4imprint Group plc Annual Report & Accounts 2024
68
CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
4imprint Group plc Annual Report & Accounts 2024
69
STRATEGIC REPORT
OVERVIEW
NON-FINANCIAL AND SUSTAINABILITY INFORMATION
The table below sets out where stakeholders can find information in our Strategic Report relating to non-financial matters, as
required by sections 414CA and 414CB of the Companies Act 2006. The information found in the below pages form our non-financial
and sustainability statement:
REPORTING REQUIREMENT SECTION OF THE ANNUAL REPORT PAGE(S)
Environmental matters Sustainability
31 to 47
Employees Sustainability
22 to 25
Social matters Sustainability
26 and 27
Human rights Sustainability / Statement on Corporate
Governance
21 and 29/79
Anti-corruption and anti-bribery Sustainability / Statement on Corporate
Governance
21/79
Business model Business Model
18 and 19
Non-financial KPIs Strategic Objectives
12 and 13
Principal risks Principal Risks & Uncertainties
56 to 65
Governance arrangements for assessing and managing
climate-related risks and opportunities
Sustainability
40 and 41
How climate-related risks and opportunities are identified,
assessed and managed
Sustainability / Risk Management
41/54 and 55
How climate-related risks and opportunities are integrated into
the overall risk management process
Sustainability / Risk Management
41/54 and 55
The climate-related principal risks and opportunities identified
and their associated time periods
Sustainability / Principal Risks &
Uncertainties
42 to 46/64 and 65
4imprint Group plc Annual Report & Accounts 2024
70
REPORTING REQUIREMENT SECTION OF THE ANNUAL REPORT PAGE(S)
The actual and potential impact of identified climate-related risks
and opportunities on the business model and strategy
Sustainability / Principal Risks &
Uncertainties
42 to 46/64 and 65
An analysis of the resilience of the business model and strategy
taking into account different climate-related scenarios
Sustainability / Principal Risks &
Uncertainties
31 to 46
Targets used to manage climate-related risks and realise
climate-related opportunities
Sustainability
47
Metrics and KPIs used to assess progress against climate-related
targets and a description of their basis of calculation
Sustainability
31 to 37 and 47
The Strategic Report was approved by the Board on 11 March 2025.
KEVIN LYONS-TARR DAVID SEEKINGS
CHIEF EXECUTIVE OFFICER CHIEF FINANCIAL OFFICER
CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
4imprint Group plc Annual Report & Accounts 2024
71
STRATEGIC REPORT
OVERVIEW
CORPORATE GOVERNANCE REPORT
Governance
designed
to facilitate
long-term
success
4imprint Group plc Annual Report & Accounts 2024
72
Chairman’s introduction
“On behalf of the Board of 4imprint
Groupplc, I am pleased to introduce the
2024 Corporate Governance Report.”
The Board remains committed to
strong and appropriate corporate
governance, supporting the principles
and provisions contained in the UK
Corporate Governance Code (the “Code”).
I am pleased to confirm that in the 2024
financial year, 4imprint Group plc has
complied withthe Code in full.
This Corporate Governance Report
contains:
– Details of the Board of Directors
– The Statement on Corporate
Governance
– The Report of the Nomination
Committee
– The Report of the Audit Committee
– The Report of the Remuneration
Committee
– The Directors’ Report
During 2024, the Board has focused on
succession planning for the CFO role and,
after a rigorous recruitment process, is
pleased to welcome Michelle Brukwicki
to 4imprint as CFO Designate, to take
over from David Seekings when he retires
from the 4imprint Board later in 2025.
The Board has also prioritised
supporting the leadership team in
embedding a new senior management
organisational structure which has
the resources and capability required
for the Group to operate efficiently at
a larger scale. Concurrently, we have
remained cognisant of our governance
responsibilities.
In November 2024, the Board held
its annual strategy review and Board
meeting at the 4imprint facilities in
Oshkosh, Wisconsin. The Board members
were impressed to see the expansion of
the Oshkosh distribution centre which
was completed in the year, including the
new break-out areas and health care
facilities for all employees to access.
TheBoard also visited the screen-printing
facility in Appleton which is now a busy
operational site running two shifts
perday.
This visit also presented an opportunity
for the Board to hear an update on the
Group’s ESG initiatives in the year. In
particular, the Board received reports
on the work undertaken to improve the
accuracy of our GHG emissions data,
essential in order to be able to direct
future effort towards initiatives which
have the greatest impact. Additionally,
the Board has continued to support
management in prioritising the interests
of team members, a key element of the
4imprint culture.
Further details on ESG can be found in
the Sustainability section on pages 20 to
41 of the Strategic Report.
I am extremely proud of the Board’s work
in 2024 in support of the executive and
leadership teams. My fellow Directors
have maintained diligent corporate
governance standards throughout the
year, and I would like to thank them
for their continued commitment and
contribution to 4imprint.
PAUL MOODY
CHAIRMAN
11 March 2025
FINANCIAL STATEMENTS ADDITIONAL INFORMATION
4imprint Group plc Annual Report & Accounts 2024
73
OVERVIEW
CORPORATE GOVERNANCE
STRATEGIC REPORT
BOARD OF DIRECTORS
PAUL MOODY
NON-EXECUTIVE CHAIRMAN
Appointed as a Non-Executive Director in February 2016
andbecame Non-Executive Chairman in December 2016.
Paul currently serves on the Board of Card Factory plc as
Non-Executive Chairman. He was previously Non-Executive
Chairman of Johnson Service Group plc and a Non-Executive
Director of Pets at Home Group plc. Paul has extensive
public company experience spending 17 years at Britvic plc,
including the last 8 years as Chief Executive. Prior to that,
heheld a number of senior appointments in sales and HR,
with companies including Grand Metropolitan plc and Mars.
KEVIN LYONS-TARR
CHIEF EXECUTIVE OFFICER
Appointed as Executive Director in June 2012 and became
Chief Executive Officer in March 2015.
Based in Oshkosh, Wisconsin, Kevin has been with the
business since 1991, serving in several capacities, including
Chief Information Officer and Chief Operating Officer.
Hewas appointed President of the Direct Marketing
business in 2004 and has led its substantial growth
sincethen.
JOHN GIBNEY
SENIOR INDEPENDENT NON-EXECUTIVE DIRECTOR
Appointed as a Non-Executive Director in March 2021.
John is a Chartered Accountant who has extensive public
company experience, having served for 17 years as Chief
Financial Officer of Britvic plc, a leading European soft
drinks business, where he was responsible for finance, legal,
estates, risk management, quality, safety and environment
and procurement. Prior to joining Britvic, John was Senior
Corporate Finance & Planning Manager for Bass plc, and
prior to that role, Finance Director and subsequently Deputy
Managing Director of Gala Clubs. John has previously been
aNon-Executive Director and Chair of the Audit Committee
at PureCircle PLC, Dairy Crest PLC and C&C Group plc.
CHRISTINA (TINA) SOUTHALL
INDEPENDENT NON-EXECUTIVE DIRECTOR
Appointed as a Non-Executive Director in May 2019.
Tina is the former Executive Vice President – People for
BallyInteractive, a NYSE listed company operating some of
the world’s biggest casinos, iGaming and sports media sites.
Prior to this, Tina held executive sales and marketing roles
at Vodafone Group Plc, culminating in her appointment as
Regional Director, Northern Europe for Vodafone Global
Enterprise, and she served as a long-standing Trustee
ofThe Vodafone Foundation. Prior to joining Vodafone,
Tinaheld senior positions at Avis Europe and at the RAC.
4imprint Group plc Annual Report & Accounts 2024
74
DAVID SEEKINGS
CHIEF FINANCIAL OFFICER
Appointed as Chief Financial Officer in March 2015.
David is a Chartered Accountant, having trained and
qualified with KPMG. David has been with the 4imprint
Group since 1996, initially as Group Financial Controller,
moving to the USA in 2000 to become Chief Financial Officer
of 4imprint Direct Marketing, based in Oshkosh, Wisconsin.
Committees:
Audit Committee
Nomination Committee
Remuneration Committee
Chair
ADDITIONAL INFORMATIONFINANCIAL STATEMENTSSTRATEGIC REPORTOVERVIEW
LINDSAY BEARDSELL
INDEPENDENT NON-EXECUTIVE DIRECTOR
Appointed as a Non-Executive Director in September 2021.
Lindsay is currently Executive Vice President, General
Counsel at Tate & Lyle plc, the global supplier of food and
beverage ingredients, which she joined in 2018. In addition
to her extensive legal and governance background, Lindsay
brings a breadth of commercial experience, both in the UK
and internationally, having previously worked as General
Counsel at Ladbrokes Coral plc, SuperGroup plc and
Gazprom Energy Group. She is a graduate of European
Lawfrom the University of Warwick.
JAZ RABADIA
INDEPENDENT NON-EXECUTIVE DIRECTOR
Appointed as a Non-Executive Director in September 2021.
Jaz is a Chartered Energy Manager with over 17 years
of experience in energy, recycling and sustainability
roles. She is currently Head of Responsible Business and
Sustainability at Just Eat Takeaway.com, an online food
order and delivery service, which she joined in December
2021. Prior to this she was Director of Energy, Sustainability
and Social Impact at WeWork and she has also held senior
positions at Starbucks Coffee Company and Sainsbury’s
Supermarkets Ltd. In 2015 Jaz was awarded an MBE for
services to sustainability in the energy management sector
and promoting diversity amongst young people in the
STEMsectors.
FINANCIAL STATEMENTS ADDITIONAL INFORMATION
4imprint Group plc Annual Report & Accounts 2024
75
OVERVIEW
CORPORATE GOVERNANCE
STRATEGIC REPORT
STATEMENT ON CORPORATE GOVERNANCE
Statement of compliance with the UK Corporate
Governance Code
The Board supports the principles and provisions of the UK
Corporate Governance Code (the “Code”). The Code sets out
guidance on how companies should be directed and controlled
to follow good governance practice. Companies listed in the
UK are required to disclose how they have applied the main
principles and whether they have complied with the Code’s
provisions throughout the financial year. Where the provisions
have not been complied with, companies must provide
anexplanation.
For the year ended 28 December 2024, the Board considers that
the Company has complied with the provisions of the Code.
The Code is publicly available on the Financial Reporting Council
(FRC) website.
Role of the Board
The primary responsibility of the Board is to promote the long-
term success of the Company and to look after the interests
of all of its stakeholders. The Board has responsibility for
the management, direction and performance of the Group
and is committed to delivering the Group’s strategy through
meaningful engagement with all stakeholder groups.
The Board is also responsible for determining risk appetite,
establishing procedures to manage risk and overseeing the
Group’s internal control framework. This involves undertaking
appropriate assessments of the Group’s emerging and principal
risks, monitoring the Group’s risk management and internal
control systems and reviewing their effectiveness. The Board is
assisted in fulfilling these responsibilities by the Audit Committee
and the Business Risk Management Committee. The aim of
these procedures is to manage and mitigate the risk of any
failure to meet business targets and can only provide reasonable
and not complete assurance against such failures.
The Board is the decision-making body for all matters material
to the Group’s finances, strategy and reputation. The powers
of the Company’s Directors, as well as the rules relating to
the appointment and removal of Directors, are set out in the
Company’s Articles of Association, which can be found on
the Company’s website at https://investors.4imprint.com/
governance/company-documents.
The Chairman is responsible for leadership of the Board and
ensuring its effectiveness. The Chairman promotes a culture
of openness and debate, ensuring that each Board member
is given opportunity to contribute their views to each topic
underdiscussion.
Board composition and structure
As at the date of this report, the Board comprised seven
members, namely the independent Non-Executive Chairman,
four independent Non-Executive Directors and two Executive
Directors, being the Group Chief Executive Officer and the
Group Chief Financial Officer. The biographies of the Directors
can be found on pages 74 and 75.
The Board is satisfied that there is sufficient balance between
Executive and Non-Executive Directors on the Board to ensure
that no one individual has unfettered decision-making powers
and that the Board has the appropriate balance of skills,
experience, independence and knowledge of the Group to
enable it to discharge its duties and responsibilities effectively.
Having undertaken a review of the Non-Executive Directors’
outside commitments, the Board is satisfied that all Non-
Executive Directors have sufficient time available to allocate
tothe Company in order to discharge their duties effectively.
The role of the Non-Executive Directors includes: assisting in
thedevelopment of strategy; monitoring the integrity of financial
information and systems of risk management; reviewing the
performance of management, including the alignment of
performance with Company culture and values; assisting the
Company in engaging effectively with all its stakeholders; and
determining the appointment, removal and remuneration of
Executive Directors.
The current Non-Executive Directors have letters of appointment
for three years from 8 May 2022 for Tina Southall, 8 March 2024
for John Gibney, and 1 September 2024 for Lindsay Beardsell
and Jaz Rabadia.
On 1 February 2025, Paul Moody had served for nine years
on the 4imprint Board. Following a review by the Senior
Independent Non-Executive Director and discussions with the
Nomination Committee in December 2024, Paul has accepted
their proposal that his tenure as Chairman of the 4imprint Board
be extended through to the 2026 AGM and has signed a new
letter of appointment to put this into effect. This is to provide
stability and leadership to the 4imprint Board during the period
of transition to a new CFO during 2025.
The letters of appointment are available for inspection by
any person at the Company’s registered office during normal
business hours and also at the AGM.
Operation of the Board
The Board has a formal schedule of matters reserved for its
approval. The schedule was reconsidered and approved by the
Board at its meeting on 10 December 2024.
The schedule of matters reserved for the Board includes, but is
not limited to:
– Considering and approving the Group’s purpose, values and
strategic aims and objectives.
– Overseeing the Group’s operations, management and
performance.
– Approving any changes to the Group’s capital, corporate or
management structures.
– Approving half-year and final results announcements and
the Annual Report & Accounts.
– Approval of dividend policy, declaration of interim dividend
and recommendation of final dividend.
– Maintaining a sound system of internal control and risk
management.
– Approval of major capital expenditure and commercial
agreements.
– Ensuring effective communications with Shareholders and
the market.
– Overseeing Board structure, membership and continuity.
– Determining the Remuneration Policy for Directors,
Company Secretary and senior executives.
– Approving delegation of authority to Board Committees and
executive management.
– Ensuring that appropriate corporate governance procedures
are in place.
– Approval of Group policies and statements.
– Review and approval of any other matter likely to have a
material impact on the Group.
4imprint Group plc Annual Report & Accounts 2024
76
The Board delegates other specific responsibilities to its principal
Committees: the Audit Committee; the Nomination Committee;
and the Remuneration Committee. The details of the Board
Committees and their activities are set out on pages80to106.
The Board is ultimately responsible for oversight of the
Group’s environmental initiatives and climate-related risks and
opportunities, including oversight of the Group Environmental
Committee. Further details regarding governance in this area are
given in the Sustainability section on pages 40 and 41.
Board Committees
The Board has three permanent Committees, being the Audit
Committee, the Nomination Committee and the Remuneration
Committee. Other than the Committee members, further
participants may attend by invitation of the Committee Chair.
Each Committee’s roles and responsibilities are set out in formal
terms of reference which were reconsidered and approved by
the Board at its meeting on 10 December 2024. Reports from
each of these Committees are provided on pages 80 to 106.
Board information and support
The Chairman, in conjunction with the Company Secretary,
ensures that the Board receives accurate, timely and clear
information. In advance of each meeting, the Board receives
an agenda for the meeting, minutes of the previous meeting,
detailed financial information on the performance of the
business and items for discussion. This enables the Directors to
make informed decisions on the corporate and business issues
under consideration. Additionally, all Directors have access to
senior management should they require additional information
on the items to be discussed.
The Company provides resources, as appropriate, to enable
Directors to update their skills and knowledge, including an
induction programme for new Directors joining the Board.
Independent professional advice is available to all Directors as
required, at the Company’s expense. All Directors have access
to the advice and services of the Company Secretary and may
address issues to the Senior Independent Non-Executive
Director, if required. The Non-Executive Directors meet from
time to time without the Executive Directors being present.
Directors’ conflicts of interest
The Companies Act 2006 codifies the duty of the Directors to
avoid a situation in which they have, or could have, an interest
that conflicts, or may possibly conflict, with the interests of the
Company. A Director will not be in breach of that duty if the
relevant matter has been authorised in accordance with the
Articles of Association by the other Directors. Each Director
has confirmed that they are aware of the need to notify the
Company of any potential conflict of interest.
The Board delegates day-to-day management of the Group to
the Executive Directors. Detailed management accounts and
operational reports are distributed to the Board on a monthly
basis, in addition to information prepared for presentation at
regular Board meetings.
During 2024, Board and Committee meetings have been held
via a combination of video and in-person attendance at the
4imprint London office. The November 2024 strategy day and
Board meeting was held at the 4imprint offices in Oshkosh,
Wisconsin.
A table detailing the number of Board and Committee meetings held during the period and attendance by Directors at those
meetings is set out below:
Scheduled
Board
meetings
Audit
Committee
meetings
Nomination
Committee
meetings
Remuneration
Committee
meetings
(i)
Number of meetings in 2024 7 3 3 5
P. Moody 7 3* 3* 4*
K. Lyons-Tarr 7 3* 3* 4*
D. Seekings 7 3* 3* 4*
L. Beardsell 6 3 3 3
J. Gibney 7 3 3 5
J. Rabadia 7 3 3 4
C. Southall 7 3 3 5
* By invitation.
(i) None of the Executive Directors were present at the time at which the Remuneration Committee considered and made decisions regarding their remuneration.
All Board and Committee meetings are minuted by the Company Secretary and these minutes are formally approved at the following
meeting. Board minutes contain details of the Directors’ decision-making processes and any concerns raised by Directors.
FINANCIAL STATEMENTS ADDITIONAL INFORMATION
4imprint Group plc Annual Report & Accounts 2024
77
OVERVIEW
CORPORATE GOVERNANCE
STRATEGIC REPORT
BOARD ACTIVITIES IN 2024
Strategy and culture
– Reviewed and approved the Group’s continuing
organic growth strategy.
– Supported management in navigating the business
through the difficult trading conditions experienced
in2024.
– Recruitment of a new CFO Designate to take over as
CFO during H1 2025.
– Designed a new Long-Term Incentive Plan to provide
a market comparable remuneration package to new
Executive Directors and the senior management team.
– Ongoing review of the people and infrastructure
investment requirements of the business.
– Monitored and reviewed the marketing portfolio, including
the continued investment in brand-related activities.
– Reviewed and discussed Company culture,
including initiatives to promote the culture whilst
maintaining the work-from-home and hybrid working
arrangements.
– Continued to invest in responsible sourcing and
sustainability initiatives, including projects to reduce
greenhouse gas emissions.
Governance
– Succession planning, including the ongoing
development of the senior management organisational
structure.
– Approval by Shareholders of a new Remuneration Policy
to facilitate recruitment of future Executive Directors.
– Monitored Group environmental and sustainability
initiatives, including: updates on GHG emission
reduction initiatives; measurement of Scope 3
GHG emissions; supplier monitoring and auditing
programme; and further expansion of the Better
Choices
®
programme.
– Annual Board visit to principal business in Oshkosh.
– Internal Board Evaluation.
– Reviewed the Group’s key corporate policies and
procedures, matters reserved for the Board and
Termsof Reference of Committees.
– Preparation to meet the requirements of the 2024
UKCorporate Governance Code.
Finance
– Reviewed and approved full-year and half-year results.
– Reviewed and approved 2025 budget and three-year
plan, including scenario planning.
– Considered and approved trading updates during
theyear.
– Approved dividends paid in 2024.
Risk management
– Reviewed principal risks and uncertainties.
– Consideration of material risks for the Group.
– Regular review of Group risk matrix and internal
control effectiveness, including reports from the
Director of Group Internal Audit and the Business Risk
Management Committee.
– Regular review of emerging risks.
– Continued development of internal control procedures
and documentation.
– Considered the findings from an externally facilitated
review of the Group’s Fraud Risk Management Framework.
BOARD PRIORITIES FOR 2025
Continue to support the Executive Directors in navigating the business through the current challenging economic conditions.
Support the induction process for Michelle Brukwicki, the CFO Designate, and support her and the senior management team as
she takes her position on the 4imprint Board.
Oversight of the continuing organic growth of the business by increasing market share.
Regular review of the marketing mix and effectiveness of brand marketing.
Consideration of potential future ‘headline’ performance targets and timeframes for communication externally.
Regular review of the Group’s longer-term strategic options, changes in investor priorities, and other unanticipated changes in the
market or economic environment.
Continued development of the business infrastructure and talent required to support the future growth ambitions of the
business whilst maintaining or enhancing the 4imprint culture.
Provide support and challenge to management in relation to ESG initiatives, including:
– Initiatives to measure and address our Scope 3 greenhouse gas emissions.
– Initiatives to promote the responsible sourcing of products.
– Ongoing development of the Better Choices
®
programme.
STATEMENT ON CORPORATE GOVERNANCE CONTINUED
4imprint Group plc Annual Report & Accounts 2024
78
Principal risks and uncertainties
Throughout the period ending 28 December 2024 and in
accordance with provision 28 of the Code, the Board has
carried out a robust assessment of the principal risks and
uncertainties and the possible emerging risks facing the Group,
including those that would threaten its business model, future
performance, solvency or liquidity. This is described in the Risk
Management and Principal Risks & Uncertainties sections on
pages 54 to 65.
Going concern and viability
The Board has considered the Group’s and Company’s ability
to continue as a going concern and has assessed the future
prospects of the Group in accordance with provisions 30 and 31
of the Code. The going concern and viability statements are set
out on pages 52 and 53.
Board performance review
The Code requires the Board to conduct an external evaluation
of the performance and effectiveness of the Board and its
Committees every three years. The last external independent
Board performance review was undertaken in 2022, led by
TheTrusted Advisors Partnership Ltd. The next external review
will be undertaken during 2025.
In 2024, an internal Board Evaluation was carried out by the
Chairman and Company Secretary. The review took the form of
a questionnaire with each Director asked to provide a score for
each question and a written comment if appropriate. Theoutput
of the evaluation was presented in a report to the Board at
its December 2024 meeting with the Board concluding that it
continues to operate effectively.
In November 2024, the Senior Independent Non-Executive
Director undertook an assessment of the performance of the
Chairman throughout 2024. This assessment took the form
ofindividual interviews between the Senior Independent
Non-Executive Director and each Board member, excluding
the Chairman, and the Company Secretary. The feedback from
the assessment was presented in a report to the Board and
discussed at its December 2024 meeting. The feedback on
theChairman was positive and complimentary, with Board
members being fully satisfied with his performance during 2024.
Corporate Governance Policies
The following Corporate Governance Policies and Company
Statements were reconsidered and approved by the Board
at a meeting on 10 December 2024:
– Anti-bribery, Financial Crime and Sanctions Policy
– Disclosure Policy
– Dealing Policy and Code
– Whistleblowing Policy
– Competition Compliance Policy
In addition, the following Company Statements were
reconsidered and approved by the Board at a meeting
on17January 2025:
– Environmental Principles Statement
– Social & Ethical Principles Statement
– Diversity, Equity and Inclusion Principles Statement
Copies of our Corporate Governance Policies and
CompanyStatements can be found on our IR website
at https://investors.4imprint.com.
The Board is committed to guarding against any form of
modern slavery or human trafficking taking place in any part
of its business operations or in the Group’s supply chains. In
accordance with section 54(1) of the Modern Slavery Act 2015,
our slavery and human trafficking statement is published
annually on the Company’s website and can be found at
https://investors.4imprint.com/modern-slavery-statement.
TheModern Slavery Statement in respect of the financial year
ended 28 December 2024 was approved by the Board at a
meeting on 17 January 2025.
Engagement with stakeholders
The Board is committed to its responsibilities to all of its
stakeholders, including: Shareholders; team members;
customers; suppliers; and the communities in which it operates;
and strives to ensure effective engagement with, and encourage
participation from, each of these groups. The Directors are
mindful of these responsibilities and consider them as part
of their decision-making process. The Companies Act 2006
s172 Statement on pages 66 to 68 sets out how the Board has
engaged with these different stakeholder groups.
FINANCIAL STATEMENTS ADDITIONAL INFORMATION
4imprint Group plc Annual Report & Accounts 2024
79
OVERVIEW
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NOMINATION COMMITTEE REPORT
2024 HIGHLIGHTS
Successfully recruited Michelle Brukwicki as CFO Designate.
Developed a Long-Term Incentive Plan to attract and retain
new executives (see Annual Report on Remuneration for
moredetails).
Reviewed and updated succession plans for the Executive
Directors and key senior management.
Supported management in the development of the Group’s
organisational structure, strengthening senior management
resource as well as building resilience in the business.
Agreed with Paul Moody an extension to his tenure as Chair
of the 4imprint Board.
Visited the Oshkosh site to enhance engagement between
the Board and members of the senior management team.
2025 PRIORITIES
Support Michelle with her induction and the transition to
therole of CFO.
Continue to support the Executive Directors as they seek to
embed the new organisational structure and to strengthen
further the skills, experience and balance of the senior
management team.
Develop further opportunities for Board engagement with
members of the senior management team to assess the
internal talent pool.
Chair’s overview
As Chair of the Nomination Committee (the “Committee”),
Iam pleased to present my report for 2024. The focus of
the Committee in the year has been on the recruitment of
a new CFO following the announcement in May 2024 that
DavidSeekings intended to retire from the 4imprint Board
nolater than the end of 2025. The Committee has also
supported management through the ongoing development
ofthe Group’sorganisational structure.
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Composition of the Nomination Committee
I have chaired the Nomination Committee since 18 May 2021.
The other members of the Committee during the period were
John Gibney, Lindsay Beardsell and Jaz Rabadia. All Committee
members are independent Non-Executive Directors.
Paul Moody (Non-Executive Chairman of the Company) and
theExecutive Directors are usually invited to attend formal
meetings of the Committee. The Company Secretary also
attends themeetings.
Meetings of the Nomination Committee
The Nomination Committee meets as frequently as is required
to fulfil its duties. During the period ended 28 December 2024
there were three meetings of the Nomination Committee.
Details on attendance of meetings of the Nomination Committee
are set out in the Statement on Corporate Governance, found
on page 77.
Responsibilities of the Nomination Committee
The responsibilities of the Nomination Committee include:
– reviewing the structure, size and composition (including the
skills, knowledge, experience and diversity) of the Board and
making recommendations to the Board with regard to any
changes;
– ensuring plans are in place for orderly succession to Board
and senior management positions and overseeing the
development of a diverse pipeline for succession;
– identifying and nominating candidates for the approval of
the Board to fill Board vacancies as and when they arise; and
– making recommendations to the Board concerning
membership of the Audit and Remuneration Committees,
and any other Board Committees as appropriate, in
consultation with the Chair of those Committees.
The Nomination Committee ensures that Directors are
appointed to the Board on merit, against objective criteria
and with due regard to ensuring that the Board shows a
balance of skills, knowledge and experience. The Nomination
Committee has terms of reference which were considered and
approved bythe Board at its meeting on 10 December 2024.
Thesetermsof reference can be found on our IR website at
https://investors.4imprint.com/governance/the-board.
Main activities of the Nomination Committee during
the period ended 28 December 2024
The Nomination Committee’s principal activities during the
yearincluded:
– Successfully recruiting Michelle Brukwicki as CFO Designate.
Following the announcement by David Seekings at the 2024
AGM, that he intended to retire from the 4imprint Board
by the end of 2025 at the latest, the Committee engaged
Odgers Berndtson to undertake an executive recruitment
search for potential candidates. The Committee was
involved in all stages of the process, from the design of
the job description, review of the long list and short list of
candidates, and interviewing candidates. The Committee
waspleased to recommend to the Board the appointment
ofMichelle as CFO Designate.
– Supporting the Executive Directors with their continued
organisational restructuring designed to increase business
resilience. This included further recruitment at the
senior management level to fill skills gaps, and enabling
senior employees to diversify their roles and experience.
TheCommittee is dedicated to ensuring that an effective
succession plan is maintained, and the restructuring
aims to develop potential internal candidates for future
appointments up to and including the Board.
– Agreeing with Paul Moody an extension to his tenure as
Chair of the 4imprint Board. In February 2025, Paul had
served nine years on the 4imprint Board. The Committee
discussed the requirements of the Code that state that
the Chair should not usually remain in post beyond nine
years but noted that the Code allows for the period to be
extended for a limited time to facilitate effective succession
planning. Following the appointment of Michelle as
CFO Designate, the Committee strongly supported the
proposal that Paul’s tenure as Chair be extended through
to the 2026 AGM in order to lead the Board through this
importantchange.
– Board visit to the Oshkosh site in November 2024 offering
the opportunity for face-to-face interaction with members
ofthe senior management team.
Appointment and replacement of Directors
Directors may be appointed by the Company by ordinary
resolution or by the Board. A Director appointed by the Board
holds office only until the next AGM and is then eligible for
election by the Shareholders.
At every AGM of the Company, all Directors put themselves
forward for re-election. The office of Director shall be vacated if
he or she: (a) resigns or offers to resign and the Board resolves
to accept such offer; (b) is, or has been, suffering from mental
ill health; (c) becomes bankrupt or compounds with creditors
generally; (d) is prohibited by law from being a Director;
(e)ceases to be a Director by virtue of the provisions of the
Companies Act; or (f) is removed from office pursuant to the
Articles of Association.
All Non-Executive Directors have written letters of appointment.
The terms and conditions for the appointment of Non-Executive
Directors are available for inspection at the Company’s
registered address (during normal working hours) on request.
Full biographies of each Director can be found on pages 74 and
75. The Board is satisfied that, having been subject to a recent
performance evaluation in relation to the fulfilment of their
s172 duty, each Director seeking re-election continues to be
aneffective member of the Board.
Independence of Directors
The Code states that at least half the members of the boards
ofpublic companies in the FTSE 350, excluding the Chair, should
be independent non-executive directors, meaning that those
directors should be independent in character and judgment,
and free from relationships or circumstances which are likely
toaffect, or could appear to affect, their judgment.
The independent Non-Executive Directors play a key role in
ensuring the maintenance of high business standards, assist
in the formation of strategy and provide a constructive and
experienced perspective. The Board considers that Paul Moody,
Lindsay Beardsell, John Gibney, Jaz Rabadia and Tina Southall
are independent for the purposes of the Code. The Board
reviews the independence of Non-Executive Directors on an
ongoing basis and manages a succession plan which considers
the balance of skills of the Board, the tenure of existing
Non-Executive Directors and the Company’s strategy and
Inclusionprinciples.
FINANCIAL STATEMENTS ADDITIONAL INFORMATION
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OVERVIEW
CORPORATE GOVERNANCE
STRATEGIC REPORT
Diversity
The Committee complies with the Code provision that boards
should consider the benefits of diversity, including gender and
ethnicity, when making appointments and to ensuring diversity, not
just at Board level, but also across the Group’s senior management.
The Committee understands the importance and beneficial
effect of diversity within the workforce and aims to foster a
culture that recruits, develops and promotes team members
at all levels regardless of background. The Group is committed
to promoting the principle of equal opportunity and to
combatting discrimination throughout its workforce as well as
in senior management, and no applicant or employee receives
less favourable treatment on the grounds of nationality, age,
gender, sexual orientation, religion, race, ethnicity or disability.
The Group recognises its responsibility to disabled persons
and endeavours to assist them to make their full contribution
atwork.
In relation to gender diversity, at the date of this report, the
Board is 42.9% female (three women out of seven Board
members). In November 2024, the Company took part in the
FTSE Women Leaders Review which monitors gender balance
in FTSE 100 and FTSE 250 companies. In addition to reviewing
gender diversity at Board level, the FTSE Women Leaders Review
reports on the gender diversity of the senior management team
and their direct reports. Based on data as at 31 October 2024,
41.7% of the senior management team, including direct reports,
were female (47.3% based on data at 31 October 2023).
In November 2024, the Company also took part in the Parker
Review which monitors ethnic diversity at Board level in FTSE
100 and FTSE 250 companies. The Committee is pleased to
report that the Company has met the recommendation of the
Parker Review that by 2024, FTSE 250 companies should have
at least one director from a minority ethnic group. In addition,
the Company also provided data on the ethnic diversity of its
senior management based in the UK and US (defined in the
same way as for the FTSE Women Leaders Review to be the
senior management team and their direct reports). Based
on the expected position at 31 December 2024, 6.9% of the
senior management team, including direct reports, were from
aminority ethnic background (2023: 6.8%).
The Committee’s aim as regards the composition of the Board is
that it should have a balance of experience, skills and knowledge
to enable each Director and the Board to discharge their duties
effectively. The Committee agrees that it is appropriate that it
should seek to have diversity on its Board; however, it does not
consider that this can be best achieved by establishing specific
quotas and appointments will continue to be made based on
merit, with diversity in mind.
More information about the Company’s people and culture
canbe found in the Sustainability section on pages 22 to 25.
TINA SOUTHALL
CHAIR OF THE NOMINATION COMMITTEE
11 March 2025
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82
AUDIT COMMITTEE REPORT
2024 HIGHLIGHTS
Embedded the new internal audit function established
in 2023, ensuring that it had appropriate resources to
deliver its audit plan for the year, in line with the Internal
AuditCharter.
Reviewed and monitored reporting on audits and testing
of internal controls over financial reporting and IT
generalcontrols.
Reviewed progress in preparing for the updated UK
Corporate Governance Code 2024 (the “2024 Code”)
andmeasures introduced in the Economic Crime and
Corporate Transparency Act 2023 (ECCTA).
Reviewed and approved the Group’s Risk Management and
Internal Control and Fraud Risk Management frameworks.
2025 PRIORITIES
Review the Group’s readiness to comply with the material
internal controls provision of the 2024 Code, and the Audit
Committees and the External Audit: Minimum Standard.
Continue to monitor the development of the Group’s risk
management agenda.
Continue to oversee the development of the internal audit
function within the business, ensuring that it supports the
business in continuing to develop and improve the internal
control and risk management framework.
Chair’s overview
As Chair of the Audit Committee (the “Committee”), I am
pleased to present the Committee’s report for the period
ended 28December 2024. The Committee continues to fulfil
an important oversight role, monitoring the effectiveness of
theGroup’s risk management and internal control framework
and the integrity of its financial reporting.
This report explains how the Committee has discharged its
responsibilities during 2024, specifically in relation to financial
and narrative reporting, significant financial reporting matters,
external and internal audit, and risk management and internal
control. The focus of the Committee’s work has taken account
of the uncertain economic conditions, upcoming changes
in corporate government requirements, and the continued
development of the Group’s risk, internal control and
assuranceactivities.
FINANCIAL STATEMENTS ADDITIONAL INFORMATION
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Committee membership and responsibilities
All members of the Committee are independent Non-Executive
Directors and collectively have recent and relevant financial, risk
management and sector experience. There were no changes to
the Committee in the period. Committee member biographies
and attendance at meetings can be found on pages 74 to 75
and 77.
The Board maintains the view that I have the recent and relevant
financial knowledge and experience required to chair the
Committee. I am a qualified Chartered Accountant and have
previously held the positions of Non-Executive Director and
Chair of the Audit Committee at PureCircle PLC, Dairy Crest
PLCand C&C Group plc.
At my invitation and to maintain effective communication, the
Chairman of the Board, other independent Non-Executive
Directors, the Chief Executive Officer, the Chief Financial
Officer and the external auditor, Ernst & Young LLP (EY), attend
all meetings. Other attendees include the Group Financial
Controller, Company Secretary and Director of Group Internal
Audit. At the end of each meeting, EY and the Director of Group
Internal Audit are given the opportunity to discuss matters with
the Committee without executive management being present.
EY and the Director of Group Internal Audit also have direct
access to me and the Committee should they wish to discuss
matters outside of the scheduled meetings.
The Committee meets three times each year and has an agenda
linked to events in the Group’s financial and risk calendar and
any emerging regulatory or business issues.
The Committee is ultimately responsible for oversight and
monitoring of the financial reporting and risk and control
framework. The Committee fulfils this remit by undertaking the
following roles and responsibilities:
– monitoring the integrity of the financial statements and any
formal announcements relating to its financial performance,
and reviewing significant financial reporting judgments
contained in them, having regard to matters communicated
to it by the external auditor;
– reviewing the content of the Annual Report & Accounts
and advising the Board on whether, taken as a whole,
they are fair, balanced and understandable and provide
the information necessary for Shareholders to assess
the Group’s position and performance, business model
andstrategy;
– reviewing the Group’s risk management and internal control
framework and providing the Board with assurance that
appropriate risk management systems and effective controls
are in place;
– reviewing and approving the Internal Audit Charter and audit
plan, and assessing the effectiveness of the function, its work
and its resources;
– making recommendations to the Board about the
appointment, reappointment and removal of the Group’s
external auditor and approving their remuneration and
terms of engagement;
– reviewing the effectiveness of the external audit process
andreviewing and monitoring the independence and
objectivity of the external auditor;
– maintaining and recommending to the Board the Group’s
policy on the provision of non-audit services by the external
auditor, including approval of non-audit services by the
Committee and specifying the types of non-audit service
to be pre-approved, and assessing whether any non-audit
services provided have a direct or material effect on the
audited financial statements; and
– reporting formally to the Board on its proceedings after each
meeting and on how it has discharged its responsibilities.
Financial and narrative reporting
The Group has appropriate processes and controls in place to
support the financial reporting process and provide reasonable
assurance that the financial statements are prepared in
accordance with applicable standards. This includes the
different levels of review, preparation of management papers
for material judgments and completion of disclosure checklists
asappropriate.
The Committee reviewed and discussed with management
and the external auditors the full and half-year results
announcements, the Annual Report & Accounts, and the going
concern and viability statements. This review considered the
appropriateness of the accounting principles, policies and
practices adopted in the financial statements and the proposed
changes to them, significant accounting issues and areas of
judgment and complexity (set out below), and the integrity of
the financial and non-financial information. The Committee
also considered the reports from EY summarising their work
undertaken in respect of the year-end audit and the outcome
ofdiscussions on their key audit matters.
In recommending the results announcements, Annual Report &
Accounts, and the going concern and viability statements to the
Board for approval, the Committee satisfied themselves that:
– the financial statements appropriately address the
critical judgments and key estimates both in respect of
the amounts reported and the related disclosures in the
financial statements;
– the processes used for determining the value of the assets
and liabilities have been appropriately reviewed, challenged
and are sufficiently robust; and
– the Annual Report & Accounts, taken as a whole, are fair,
balanced and understandable.
Fair, balanced and understandable
In assessing whether the Annual Report & Accounts are fair,
balanced and understandable, the Committee considered:
– its reviews of the Annual Report & Accounts and the
appropriateness and consistency of key messages;
– feedback provided by Shareholders on the Group’s 2023
Annual Report & Accounts and trading updates, and
information received by the Board throughout the period;
– climate-related disclosures, including those in relation to
the TCFD and The Companies (Strategic Report) (Climate-
related Financial Disclosure) Regulations 2022 reporting
requirements;
– the processes underpinning the compilation of the Annual
Report & Accounts and the Group’s reporting governance
framework;
– the use and disclosure of alternative performance measures
and its belief that these measures are necessary to aid users’
understanding of the business; and
– the reviews and findings of the Group’s external auditor.
AUDIT COMMITTEE REPORT CONTINUED
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Taking the above into account, together with the views
of EY and discussions with management, the Committee
recommended, and the Board confirmed, that the 2024 Annual
Report & Accounts, taken as a whole, are fair, balanced and
understandable and provide the information necessary for
Shareholders to assess the Group’s position and performance,
business model and strategy.
Significant financial reporting matters
Specific audit and accounting matters reviewed by the
Committee were:
Revenue
The Committee, having confirmed with management that there
have been no changes in the Group’s performance obligations
or promises to customers and how these are fulfilled in its ‘drop-
ship’ sales transactions, satisfied itself that the Group continues
to act as principal in providing goods to customers and should
therefore recognise the gross amount of consideration
asrevenue.
Leases
Following an amendment to the lease agreement for the office
space in Oshkosh, Wisconsin during the period, management
reassessed the likelihood of exercising the revised options to
extend the lease term, resulting in a material reduction to the
lease liability and right-of-use asset. The Committee reviewed
the basis for this reassessment and, following discussion, agreed
that management’s judgment was appropriate.
Impact of uncertain macroeconomic conditions and
climate change
The impact of the current uncertain macroeconomic conditions
and longer-term impact of climate change have been considered
in the preparation of the financial statements. The Committee
has reviewed and challenged the material assumptions in
the forecast financial performance and cash flows of the
Group that underpin management estimates, as well as the
critical accounting judgments and disclosures in relation to
going concern, viability, adequacy of provisions and potential
impairments, and is satisfied that they are appropriate.
Going concern and viability
The Committee reviewed and challenged management
forecasts for the Group’s future cash flow performance which
also included a severe, but plausible, downside scenario that
reflected a sudden unforeseen shock to demand that is beyond
what is normally expected, and which also maintained the full
forecast payments of the proposed final and special dividends
for the 2024 financial period.
Following a review of the Group’s principal risks, appropriateness
of assumptions and outputs of the forecasts, including the
severe downside scenario and the further mitigating actions
available to the Group should they be necessary, the Committee
recommended to the Board that the adoption of the going
concern basis for both the half-year and full-year results was
appropriate and that they have a reasonable expectation that
the Group and Company will continue to operate and meet its
liabilities over the viability review period. The Committee also
reviewed and recommended to the Board the going concern
and viability disclosures included in the Annual Report and
financial statements.
External audit
The Company complies with the provisions of the Statutory Audit
Services for Large Companies Market Investigation (Mandatory
Use of Competitive Tender Processes and Audit Committee
Responsibilities) Order 2014 and undertook a competitive
tender process in 2018, described in the 2018 Annual Report
& Accounts. Following this process, EY was appointed as the
Group’s external auditor at the 2019 AGM for the financial
year commencing 30 December 2018. It is the intention of the
Committee that the Company tender the external audit at least
every ten years.
Following Chris Voogd’s rotation off the engagement after
signing the audit opinion for the 2023 financial year following
five years in charge of the audit, Jon Killingley was appointed as
the partner in charge of the audit for the 2024 financial year
commencing 31 December 2023. Jon’s tenure will be limited to
five years in line with EY’s rotation policy and UK audit regulation.
Scope of the external audit plan and fee proposal
The Committee reviewed and approved EY’s audit planning
report and fee estimate for the 2024 financial year audit
and monitored the execution of the audit plan throughout
theprocess.
Independence and objectivity
To fulfil its responsibility of maintaining and safeguarding the
independence and objectivity of the external auditor, the
Committee reviewed:
– changes and rotation of external audit team members in
theaudit plan for the current year;
– reports from management and the external auditor
describing their respective arrangements to identify, report
and manage any conflicts of interest;
– whether or not the level of challenge to matters of significant
audit risk and the degree of professional scepticism applied
by the auditor were appropriate; and
– the nature and extent of non-audit services, if any, provided
by the external auditor.
Non-audit work
The Group’s policy on external audit prohibits certain types of
non-audit work from being performed by the external auditor,
particularly in cases where the external auditor’s independence
and objectivity would be put at risk. Before any significant
non-audit work is commissioned, the nature and extent of
such work is considered, initially by the Chief Financial Officer
and the Company Secretary, to determine if such work would
put at risk the external auditor’s independence and objectivity.
Thisprocess includes discussion with the audit partner at EY.
The matter is then referred to the Committee for approval,
priorto commissioning.
No non-audit services were provided by EY during the period.
Details of fees paid to EY for the period ended 28 December
2024 are shown in note 2 of the consolidated financial
statements.
FINANCIAL STATEMENTS ADDITIONAL INFORMATION
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OVERVIEW
CORPORATE GOVERNANCE
STRATEGIC REPORT
Effectiveness of the external audit process
The Committee monitored and assessed the effectiveness of
the external audit process throughout the year. The Committee
considered:
– the relevant skills and experience of the external audit
partner and team and their knowledge of the business;
– the external auditor’s planning report detailing scope of the
audit, materiality, identification of areas of audit risk and
audit timelines;
– the execution of the audit plan;
– feedback from senior management and the external auditor
about the audit process;
– the robustness of the external auditor in challenging the key
judgments and accounting estimates;
– recommendations made by the external auditor in their
management letters and the adequacy of management’s
response; and
– the content, insight and value of the external auditor’s reports.
After considering the factors noted above, its interactions
with EY throughout the year and feedback from management
through discussion and their papers to the Committee, the
Committee was satisfied that the external audit process was
effective. Accordingly, the Committee has recommended the
reappointment of EY as external auditor to the Board.
Risk management and internal control
The Committee assists the Board in fulfilling its responsibilities
to maintain effective governance and oversight of the Group’s
risk management and internal control framework by providing
assurance that the Group has appropriate risk management
systems and effective controls in place and agreeing the
activities of the internal audit function.
The control system of the Group is intended to mitigate rather
than eliminate the risk of failure to meet the Group’s objectives
and any such system can only provide reasonable and not
absolute assurances against material misstatement or loss.
The Group operates a continuous process of identifying,
evaluating and mitigating the significant risks faced by each
business and the Group as a whole. This includes:
– a defined organisational structure with appropriate
delegation of authority;
– formal authorisation procedures for investments;
– clear responsibilities on the part of management for
the maintenance of effective financial controls and the
production and review of detailed, accurate and timely
financial management information;
– the control of financial risks through clear authorisation levels;
– identification of operational, compliance and reporting
risks and the development of mitigation plans by senior
management;
– regular reviews of both forward-looking business plans and
historical performance; and
– regular reports to the Board from the Executive Directors.
The internal controls extend to the financial reporting process
and the preparation of the consolidated financial statements.
The basis of preparation of the consolidated financial
statements is set out on pages 123 and 124.
The Committee received regular updates from the Business Risk
Management Committee on the Group’s progress in preparing
for the updated requirements in the 2024 Code and ECCTA.
Preparations are now well advanced, and the Group is on track
to be compliant and have appropriate procedures in place in
advance of the respective effective dates.
The Group’s risk management and internal control framework
will continue to be monitored and reviewed by the Board
through the Committee, which will, where necessary, ensure
improvements are implemented.
Internal audit
The internal audit function spans the whole Group and provides
independent advice and assurance to the Committee over the
effectiveness of risk management processes, internal controls
and mitigations, and key business processes.
Following the establishment of the function in 2023 and with
the incremental reporting on internal audits and control testing
to consider, the Committee added an additional meeting to
its calendar in 2024 to focus on risk management and internal
control items outside of the main financial reporting and
auditcycles.
The Committee reviews and approves the Internal Audit Charter,
audit plan and independence and effectiveness of the function
annually and works closely with the Director of Group Internal
Audit in delivering the agreed work programmes.
Whistleblowing
The Group has a Whistleblowing Policy (which is available on the
Company’s website) containing arrangements for the US General
Counsel or the Company Secretary to receive, in confidence,
complaints on accounting, risk issues, internal controls, auditing
issues and related matters for reporting to the Committee
asappropriate.
Assessment of risk management and
internalcontrolsystems
In assessing the effectiveness of the Group’s risk management
procedures and internal controls, the Committee received
regular reports from the BRMC and Director of Group Internal
Audit and considered the external auditor’s review of internal
controls and audit highlights memoranda.
The reports from the BRMC and internal audit provide detailed
information on the Group’s principal risks and uncertainties,
emerging risks, results of internal audit reviews, the effectiveness
of mitigating activities and key controls, any control failings
and weaknesses, the categorisation and disclosure of risks in
results announcements and the Annual Report & Accounts, and
updates on changes in the corporate governance landscape.
Adescription of the risk management process and the principal
risks and uncertainties facing the Group can be found in the
Strategic Report on pages 54 to 65.
Considering the factors outlined above and in the absence
of any material matters having been identified, the
Committee continues to have a high degree of confidence
in the effectiveness of the Group’s risk management and
internalcontrols.
JOHN GIBNEY
CHAIR OF THE AUDIT COMMITTEE
11 March 2025
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4imprint Group plc Annual Report & Accounts 2024
86
ANNUAL STATEMENT BY THE CHAIR OF THE
REMUNERATION COMMITTEE
2024 HIGHLIGHTS
Obtained Shareholder approval for the new Remuneration
Policy at the 2024 AGM.
Agreed a remuneration package to ensure the successful
recruitment of Michelle Brukwicki as CFO Designate.
Agreed the performance criteria for the new 2025
Long-Term Incentive Plan (LTIP).
Reviewed governance, regulatory and investor
developmentson executive compensation matters.
Considered broader employee pay and conditions.
2025 PRIORITIES
Ensure successful implementation of new 2025 LTIP and
communication to participants.
Monitor business performance against 2025 bonus and
LTIPtargets during the year.
Continue to consider employee pay at all levels of the
organisation.
Continue to monitor governance, regulatory and investor
developments on executive compensation.
KEY REMUNERATION PRINCIPLES
The Committee’s long-held view regarding remuneration is
thatit should be:
Competitive when compared to organisations of a similar
size, complexity and type.
Linked to the long-term strategy of the Group.
Clear, easy to understand and motivational.
Structured to not promote unacceptable behaviour
orencourage unacceptable risk-taking.
Structured to avoid reward for failure.
Chair’s overview
As Chair of the Remuneration Committee (the “Committee”),
I am pleased to present the Directors’ Remuneration Report
forthe year ended 28 December 2024. The report contains:
– this Annual Statement which summarises the remuneration
decisions made during the year and the context in which
these decisions have been taken;
– a copy of the current Remuneration Policy which was
approved by Shareholders at the 2024 AGM; and
– the Remuneration Report for the year ended 28 December
2024 (see pages 90 to 106) which details how our
Remuneration Policy was implemented in the year ended
28 December 2024 and how we intend to implement our
Remuneration Policy in 2025.
FINANCIAL STATEMENTS ADDITIONAL INFORMATION
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OVERVIEW
CORPORATE GOVERNANCE
STRATEGIC REPORT
Business context for executive remuneration
The Committee considers a range of factors when making pay
decisions for the Executive Directors and senior management,
including the recent financial and operational performance
of the Group. The Group has delivered a strong financial
performance in 2024 and significant operational progress has
been made in preparing the business for its current and future
growth ambitions.
For 2024, the financial results of the business included:
– Group revenue up by 3% to $1.37bn;
– increase in operating profit of 9% to $148.1m;
– increase in basic earnings per share of 10%;
– 2024 interim dividend paid of 80.0c (62.7p) per share; final
and special dividends proposed totalling 410.0c (317.0p)
pershare;
– continued investment in marketing and people to position
the business well for future growth; and
– retaining a strong financial position and good liquidity with
cash and bank deposits at the year-end of $147.6m.
Committee decisions and undertakings in 2024
Base salary
As disclosed in last year’s report, the Remuneration Committee
awarded a base salary increase of 4.5% to the Executive
Directors for 2024, in line with that received by the wider
workforce.
Annual bonus
In January 2024, the Committee approved the annual bonus
plan design for 2024. As in previous years, the bonus was based
on revenue and operating profit performance for the North
American business, assessed using a performance grid, with
targets set relative to budget.
Operating profit for the North American business for 2024 was
$153.6m, exceeding the highest target on the performance grid.
Whilst revenues for the North American business exceeded
prior year at $1,342.7m (3% growth on 2023), performance
was below the threshold required to deliver a bonus payment
(setat$1,365.0m).
At its meeting in January 2025, the Committee discussed the
annual bonus performance out-turn in the context of overall
Group performance and the experience of key stakeholders
during 2024. The Committee agreed that it would be
appropriate to exercise its discretion to award an annual bonus
to the Executive Directors and senior management team of
30% of base salary. This is equal to the threshold level of bonus
payout that would have been paid, had the revenue threshold
been met. The Committee considered a range of factors when
making this decision, including: how close revenue performance
was to threshold (the revenue achieved was 98% of the
threshold target); strong operating profit performance; the
impact of difficult economic conditions and trading environment
on performance during 2024; and the desire for equity with
participants below Board level, who were also awarded a
threshold-level bonus.
Share awards granted to the Executive Directors in 2019 under
the Deferred Bonus Plan (DBP) vested in March 2024. Further
details can be found in the ‘Annual Report on Remuneration’.
LTIP
The remuneration policy review conducted by the Committee
in 2023 concluded that in order to provide a market standard
package to attract and retain new Executives, an LTIP would
need to be made available for use. Therefore, the Remuneration
Policy approved by Shareholders at the 2024 AGM allowed for
the introduction of a Performance Share Plan.
During 2024, the Committee developed the design of the 2025
LTIP. Further details in relation to the new LTIP can be found in
the ‘Implementation of Policy in 2025’ section.
Remuneration package of CFO Designate
On 18 October 2024 we announced the appointment of
MichelleBrukwicki as CFO Designate. Michelle’s base salary has
been set at $470,000. Her pension and benefits arrangements
are the same as those for all of our US-based employees.
Michelle will be eligible for an annual bonus of up to 150% of
base salary andan LTIP award of up to 150% of base salary.
Michelle has been provided with a buy-out package which
is designed to compensate her for the loss of outstanding
incentive awards from her previous employer.
Details of her remuneration are set out in the ‘Annual Report
onRemuneration’.
Remuneration terms for the outgoing CFO
The outgoing CFO, David Seekings, has a six-month notice period
which commenced on 31 December 2024. The remuneration
arrangements associated with his retirement have not yet been
agreed though it is intended that they will be within our leaver
policy and will be disclosed in next year’s report.
Committee decisions and undertakings for 2025
Base salary
At its meeting in January 2025, the Committee agreed to make
no changes to the basic annual salary of the Chief Executive
Officer or the Chief Financial Officer for 2025. The CFO
Designate will not be eligible for an increase in base salary
until1January2026.
Annual bonus
At its meeting in January 2025, the Committee approved an
increase to the Chief Executive Officer’s maximum annual bonus
potential to 150% of base salary, with an award for on-target
performance of 75% of base salary (50% of the maximum
award). This is within the limits of the Remuneration Policy and
aligns the CEO’s bonus opportunity to that of the CFO Designate.
The Committee is comfortable that the increased bonus
potential is within the market practice range for companies of a
similar size and complexity and that this increase is appropriate
in the context of the CEO’s performance in role. For the outgoing
CFO, the maximum bonus will continue to be 100% of salary,
with 50% of salary paying out for on-target performance.
Nochanges have been made to the performance measures for
the annual bonus. Performance targets for 2025 have been set
by the Committee with reference to the 2025 budget approved
by the Board.
ANNUAL STATEMENT BY THE CHAIR OF THE
REMUNERATION COMMITTEE
CONTINUED
4imprint Group plc Annual Report & Accounts 2024
88
2025 LTIP
The CFO Designate will participate in the new LTIP with a
maximum potential award of 150% of base salary. The other
Executive Directors will not participate in the LTIP for 2025,
asindicated in last year’s report.
Performance measures are cumulative basic earnings per
share (EPS) and relative Total Shareholder Return (TSR) with a
weighting of 75% / 25%. The award for threshold performance
is 25% of maximum with straight-line vesting between threshold
and maximum vesting. Performance will be measured over a
three-year period and a two-year holding period will apply to
vested shares.
Performance targets for the 2025 LTIP were set by the
Committee in its January 2025 meeting.
Further details in relation to the new LTIP can be found in the
‘Implementation of Policy in 2025’ section.
TINA SOUTHALL
CHAIR OF THE REMUNERATION COMMITTEE
11 March 2025
FINANCIAL STATEMENTS ADDITIONAL INFORMATION
4imprint Group plc Annual Report & Accounts 2024
89
OVERVIEW
CORPORATE GOVERNANCE
STRATEGIC REPORT
REMUNERATION REPORT
This report sets out the information required by the Companies
Act 2006, Schedule 8 of the Large and Medium-sized Companies
and Groups (Accounts and Reports) (Amendment) Regulations
2013, Listing Rules of the Financial Conduct Authority and the UK
Corporate Governance Code (the “Code”). This report is unaudited
except where otherwise stated. Anordinary resolution to approve
this report will be put to theAGM on 21 May 2025.
Remuneration governance
Composition of the Remuneration Committee
I have chaired the Remuneration Committee since 18 August
2023 following the retirement of Charles Brady from the
4imprint Board and its Committees. The other members of
the Committee during the period were John Gibney, Lindsay
Beardsell and Jaz Rabadia, who are all independent Non-
Executive Directors.
Paul Moody (Non-Executive Chairman of the Company) and
theExecutive Directors are usually invited to attend formal
meetings of the Committee. The Company Secretary also
attends themeetings.
Meetings of the Remuneration Committee
The Remuneration Committee meets as frequently as is required
to fulfil its duties. During the period ended 28 December 2024
there were five meetings of the Remuneration Committee.
Details on attendance of meetings of the Remuneration
Committee are set out in the Statement on Corporate
Governance, found on page 77.
Responsibilities of the Remuneration Committee
The responsibilities of the Remuneration Committee include:
– determining the policy for Directors’ remuneration and
setting remuneration for the Company’s Chairman, Executive
Directors, senior management, and the Company Secretary,
in accordance with the Principles and Provisions of the Code;
– establishing remuneration schemes that promote long-term
shareholding by Executive Directors that support alignment
with long-term Shareholder interests;
– designing remuneration policies and practices to support
the strategy and promote long-term sustainable success,
with executive remuneration aligned to Company purpose
and values and clearly linked to the successful delivery of the
Company’s long-term strategy; and
– to determine the targets for any performance-related bonus
and share incentive plans operated for Executive Directors
and senior management.
The Remuneration Committee has terms of reference which
were reconsidered and approved by the Board of the Company
at its meeting on 10 December 2024. These terms of reference
are available for inspection on the Company’s website.
The remuneration of Non-Executive Directors is determined
by the Non-Executive Chairman of the Board and the
ExecutiveDirectors.
In exercising its responsibilities and carrying out key decisions,
the Remuneration Committee is mindful of the size and
structure of the Company’s businesses. It regularly assesses the
remuneration of Executive Directors and senior management in
the context of the remuneration of the wider workforce and of
the Company’s actual and projected growth and profitability. The
Remuneration Committee also considers the value generated for
Shareholders, and engages, as appropriate, with Shareholders
and other stakeholders to explain and discuss existing policy
and future decision-making.
Willis Towers Watson are engaged as remuneration consultants
to the Committee. Fees paid to Willis Towers Watson during
2024 were £24,423 (2023: £77,081).
4imprint Group plc Annual Report & Accounts 2024
90
Remuneration Policy
The following section sets out 4imprint Group plc’s Directors’ Remuneration Policy (the “Policy”) which was approved by Shareholders
at the 2024 AGM.
Principles of Policy
The Committee is made up entirely of independent Non-Executive Directors to avoid any conflicts of interest and no individual is
present at a Committee meeting where their own remuneration is discussed. The Committee ensures that it is kept up to date with
published guidance from investors, Shareholder representative bodies and current market practice, so that it can bear these factors
in mind when formulating and making decisions in connection with the Policy.
The guiding principles underlying the Policy are:
(i) Remuneration should be competitive when compared to remuneration in organisations of similar size and complexity in the
relevant external market, without paying more than is necessary;
(ii) Subject to satisfying (i) above, remuneration should be considered in the context of wider employee pay and conditions and
Shareholder views;
(iii) Packages should be structured so that remuneration is aligned to both the strategy of the Company and long-term growth
inShareholder value;
(iv) Each element of the remuneration package should be clear, easy to understand and motivating;
(v) The overall package should be designed to take account of the performance of the business and to respond to regulatory
changes but not to promote undesirable behaviour or to encourage unacceptable risk taking; and
(vi) Packages should be structured to avoid reward for failure.
Element and purpose Opportunity Operation Performance measures
Base salary
Enables 4imprint to
attract and retain
executive talent
Base salaries are reviewed
annually however increases are
not automatic.
Base salary adjustments reflect
various factors, including increases
for other employees across the
4imprint business; individual and
Company performance; changes
in role and responsibilities; and
pay at companies of a similar size
and complexity in the relevant
external market.
Base salaries should be
competitive when compared to
similar roles at organisations of a
similar size and complexity in the
relevant external market.
Base salary increases are also
considered in the context of the
value of the total remuneration
package.
Base salary increases will not
normally exceed the average
increase awarded to the
wider workforce. However, in
exceptional circumstances salary
increases may exceed this level.
Not applicable.
Retirement
benefits
To provide a
competitive level of
retirement benefit in
order to attract and
retain executive talent
Executive Director retirement
benefits are limited to the
opportunity offered to the local
workforce. This is currently capped
at 5% of base salary per annum.
Executive Directors are eligible
either (i) to participate in local
Company pension arrangements,
or (ii) subject to the discretion
of the Committee, to receive
a salary supplement in lieu of
pension contributions (which is
not taken into account as salary
for calculation of annual bonus,
orother benefits).
Not applicable.
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91
OVERVIEW
CORPORATE GOVERNANCE
STRATEGIC REPORT
Element and purpose Opportunity Operation Performance measures
Other benefits
To maintain
competitiveness
in attracting and
retaining talent
Benefit values are set at an
appropriate level taking into
account market practice.
The Committee reserves the
discretion to approve a higher
level of benefits if it is considered
by the Committee to be necessary,
appropriate and in the best
interests of the Company and its
stakeholders. For example, this
may include additional benefits
tocover the cost of relocation.
Typical benefits may include: (i)
company car or car allowance
paid in cash; (ii) private medical
insurance for the executive and
his/her family; (iii) life assurance
of up to four times base salary;
(iv) income protection insurance;
and (v) access to independent
professional advice when
necessary.
Other benefits may also be
offered in line with those offered
to other employees, such as paid
holiday.
The benefits offering may differ
to reflect the market practice of
the country of employment or
domicile of the individual Director.
Not applicable.
Deferred Bonus
Plan (DBP)
To encourage share
ownership and
to incentivise and
reward strong annual
performance
The ongoing maximum potential
annual bonus opportunity is
100%of base salary for 2024.
However, the Policy provides
the Committee with an overall
maximum of 150% of base
salary for use in future years,
for example, in a recruitment
scenario, or in order to maintain
the competitiveness of the
bonus relative to the market
taking into account Company
and individual performance and
the potential value of the rest
of the remuneration package.
SeeRecruitment Policy for
furtherdetails.
The award for on-target
performance is 50% of base
salary where awards are made in
line with the ongoing maximum
opportunity of 100% of salary.
Where the overall maximum
of 150% is employed, the on-
target bonus opportunity may be
increased to 50% of the maximum,
being 75% of base salary.
For 2024 and future years in
which Executive Directors do
not participate in the Long-Term
Incentive Plan (LTIP):
50% of the annual bonus is
delivered in cash.
50% of the annual bonus is
deferred into share awards
(generally nil-cost options,
conditional share awards or
other forms to meet regulatory
or business needs) for five years
following the date of grant.
SeeLeaver Policy for exceptions to
thisrule.
To the extent an Executive
Director participates in the LTIP:
Two thirds of the annual bonus
will be delivered in cash.
One third of the annual bonus
will be deferred into share
awards (generally nil-cost options,
conditional share awards or
other forms to meet regulatory
or business needs) for three
years following the date of grant.
SeeLeaver Policy for exceptions to
this rule.
Cash bonus and deferred share
awards are typically allocated to
participants following the audit
of the Annual Report & Accounts
in the March following the
performance period.
The number of nil cost options
or conditional share awards is
based on the share price on
31December of the financial year to
which annual performance relates.
The cash bonus and deferred
share awards are subject to
clawback and malus provisions.
See notes to the table.
Performance may be assessed
using financial and non-financial
measures.
Financial performance measures
may include: profitability, revenue
growth, cash generation, or other
financial metrics that are aligned
to the business strategy. Financial
objectives generally account for
the majority of the annual bonus
performance assessment.
Non-financial, corporate
objectives may also be used,
such as environmental, social and
governance (ESG) metrics to the
extent that they align with the
Board’s strategy and are deemed
to enhance prospective long-term
growth in Shareholder value.
Performance measures and
targets are generally set at the
start of the financial year to reflect
the Group’s strategic priorities.
Once awarded, the deferred
component of the annual award
will not be subject to further
performance targets.
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4imprint Group plc Annual Report & Accounts 2024
92
Element and purpose Opportunity Operation Performance measures
Long-Term
Incentive Plan
(LTIP)
To encourage share
ownership and to
incentivise and reward
strong long-term
performance
The ongoing maximum potential
LTIP opportunity is 200% of base
salary, however the Committee
may determine award values
within this maximum.
The award for threshold
performance is 25% of maximum
with straight-line vesting between
threshold and maximum vesting.
For 2024, the current Executive
Directors will not participate in
theLTIP.
To the extent LTIP awards
are granted in future years,
performance will be measured
over a three-year period and a
two-year holding period will apply
to vested shares, normally on a
net-of-tax basis.
In line with the DBP, share
awards are typically allocated to
participants following the audit of
the Annual Report & Accounts.
The LTIP share awards are subject
to clawback and malus provisions.
See notes to the table.
Performance may be assessed
using financial and non-financial
measures. Financial measures will
normally govern the majority of
the award.
Financial performance measures
may include profitability or other
financial metrics that are aligned
to the business strategy as well as
Total Shareholder Return.
Non-financial, corporate objectives
may also be used, such as ESG
metrics to the extent that they
align with the Board’s strategy
and are deemed to enhance
prospective long-term growth in
Shareholder value.
Performance measures and
targets are generally set at the
start of the financial year of the
award to reflect the Group’s
long-term strategic priorities and
are measured over a three-year
period.
All Employee
SharePlans
To encourage
employee share
ownership and reward
long-term value
creation
Employees (including Executive
Directors) may save an agreed
monthly amount, and options are
normally granted at a discount
of up to 20% to the current
shareprice.
Savings are capped at an agreed
monthly contribution rate, and
theoption price is set at the
outset of the plan.
Periodic employee share option
plans open to all employees are
operated in the 4imprint Group.
These take the form of HMRC
approved Sharesave plans in
the UK, and equivalent plans in
theUSA.
Not applicable.
Share ownership
guidelines
Provides alignment
with Shareholders
whilst encouraging
sustainable, long-term
value creation
Executive Directors are expected
to maintain a holding of shares in
the Company of at least 200% of
annual base salary.
Executive Directors are
also expected to maintain a
shareholding of at least 200% of
base salary for two years following
cessation of employment.
At least 50% of any vested share
awards (net of tax) from incentive
arrangements are expected to
be held in order to accumulate
the recommended personal
shareholding.
Executive Directors will have until
their fifth annual bonus share
award grant to accumulate their
shareholding.
The post-employment shareholding
guideline will be enforced through
contractual means.
Not applicable.
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OVERVIEW
CORPORATE GOVERNANCE
STRATEGIC REPORT
Notes to the Policy table
Remuneration
Committee
discretion
When assessing incentive plan results and performance, the Committee retains the discretion to adjust
incentive plan outcomes in exceptional circumstances if it considers that the outcome does not reflect the
overall performance of the Group over the performance period, or that the outcome is inappropriate in the
context, due to circumstances that were unexpected or unforeseen at the date of grant.
Malus and
clawback
Malus and clawback provisions apply to both cash and deferred share elements of the DBP and to shares
under the LTIP.
Malus includes the reduction (including to nil) of in-year and/or future year bonus amounts and the
forfeiture or withholding of unvested deferred shares and LTIP share awards. Clawback involves the
recovery of annual bonus and LTIP amounts that have been paid. Clawback may apply to cash bonus
payments made up to two years after the relevant payment date and for deferred shares and LTIP
awards that vested up to five years from the relevant grant date. These provisions may be invoked by the
Committee if it deems this to be appropriate in the context of one or more ‘trigger’ events. These include:
– Material misstatement (including omission) in the Company’s accounts.
– The bonus/award was based on an error, or inaccurate or misleading information.
– Serious misconduct.
– Corporate failure.
– Serious reputational damage.
Discretion to
amend the future
operation of the
DBP and LTIP
In the event of a variation in share capital or other event that may affect the share price, the number
ofshares subject to an award may be adjusted.
Dividend
equivalent
payments
Share-based awards under the LTIP may include the right to receive dividend equivalent payments
to the extent the awards vest.
Minor
amendments to
the Policy and
remuneration
under previous
arrangements
Minor changes may be made to the Policy for regulatory or administrative purposes without seeking
further Shareholder approval for such an amendment.
The Committee may make payments notwithstanding that they are not within the current Policy if they
were agreed before:
– The Company’s first remuneration policy subject to binding Shareholder approval came into effect;
– This Policy came into effect (provided they are in line with the remuneration policy at the time of
agreement); or
– Promotion (of the individual to which the payment relates) to the Board of Directors.
Performance
measures
The Committee has selected financial measures as the primary method of determining performance,
as these metrics directly affect Shareholder value. The Committee, when setting the relevant targets,
takes into account the Company’s business plan and internal and external forecasts for the business.
Strategic performance conditions are set in line with the Company’s business plan and strategic priorities.
At the end of the performance period, the Committee will review performance against targets and may
adjust formulaic outcomes for reasons such as (but not limited to) disposals, acquisitions and changes
in accounting treatment, if it is considered necessary for a fair outcome in the context of wider Company
performance. Where discretion is exercised the rationale and adjustment will be disclosed in the relevant
Annual Report.
REMUNERATION REPORT CONTINUED
4imprint Group plc Annual Report & Accounts 2024
94
Executive Director service contracts
Executive Directors have rolling service contracts, notice periods are twelve months from the Company and six months from the
Executive Director. Any new Executive Director would be appointed on similar terms. The Executive Directors’ service contracts are
available for inspection at the Company’s registered office.
Executive Director recruitment policy
The following guidelines are followed by the Committee when considering the pay and employment terms for a new Executive
Director:
– The Committee aims to pay no more than is necessary to secure the right talent for the business.
– The ongoing remuneration policy for any new Executive Director will align to the remuneration policy for Executive Directors
asset out in this Policy.
– Base salaries are set at a market rate in order to attract the appropriate person. Factors to be taken into account include: the
individual’s previous salary and remuneration package; the skills and experience of the individual; the salary of the previous role
incumbent; and pay at organisations of a similar size, complexity and sector in therelevant external market.
– Special arrangements may be made for a new Executive Director in order to secure their appointment. These mayinclude:
– The Committee may choose to provide additional compensation for incentive awards forfeited by the executive upon joining
4imprint. In such cases, we would seek to apply similar conditions to forfeited awards, including: performance conditions;
vesting and holding periods; and form of award. Any ‘buyout’ payment will be reduced by an equivalent amount in the event
the Executive Director’s former employer pays a portion of the remuneration that was deemed foregone. Where possible,
existing incentive plans will be used to satisfy such awards; however, in the event that this is not appropriate, the Committee
retains the right to use the Listing Rules exemption 9.4.2 for the purposes of a buyout award. There is no specified limit to
the value of buyout awards; however, the Committee will rigorously consider the appropriate value so as not to pay more
than the compensation being forfeited. Malus and clawback provisions would normally apply to buyout awards, for the same
reasons as detailed under the DBPand LTIP.
– The overall maximum incentive opportunity that may be offered upon recruitment is 350% of base salary. This comprises
anincreased award under the DBP of 150% of base salary and an LTIP award of up to 200% of salary.
– For external and internal appointments, the Committee may agree that the Company will meet certain relocation expenses
and legal fees as it considers to be appropriate. Assistance will be subject to reasonable clawback for service of less than
12months.
Corporate events
Upon a takeover, unvested deferred share awards under the DBP would normally vest in full immediately. Unvested share awards
under the LTIP would normally vest (and be released) early. The proportion of any unvested LTIP awards which vest will be
determined by the Committee, taking into account: the extent to which the Committee deems any performance conditions applicable
to awards have been satisfied; the underlying performance of the Company and the participant; such other factors the Committee
considers in its opinion to be relevant; and, unless the Committee determines otherwise, the proportion of the performance period
which has elapsed. Awards may be exchanged to the extent that an offer to exchange awards for new awards is made and accepted
by theaward holder.
FINANCIAL STATEMENTS ADDITIONAL INFORMATION
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OVERVIEW
CORPORATE GOVERNANCE
STRATEGIC REPORT
Executive Director Leaver Policy
Element / provision Policy
Contractual notice
period and loss of
office compensation
– Twelve months’ notice from the Company and six months from the Executive Director.
– Executive Directors may be required to work during their notice period or take ‘gardening leave’.
Payments in lieu of notice may also be made.
– Contractual non-competition payments may be made on a monthly basis for the twelve months
following termination of employment subject to mitigation.
– Contractual termination payments for Executive Directors include base salary, retirement and other
benefits.
Treatment of
bonuses
– Normally, an Executive Director may, at the Committee’s discretion, receive a bonus for the year in
which the Executive Director leaves, although US-based Executive Directors are entitled to continue to
participate in the bonus plan up to the date of termination of employment (subject to the satisfaction
ofperformance requirements). Any such bonus award may be paid in such proportions of cash or
shares as the Committee may determine.
– For ‘good leavers’ unvested deferred share awards will normally continue to vest as if the Executive
Director had not left, with the Committee retaining the discretion to accelerate the vesting of awards
where the Committee considers it appropriate (for example, if the Executive Director dies or has a
terminal illness). ‘Good leaver’ reasons are defined as: injury, ill health, disability, redundancy, retirement
(as agreed by the Company), the company or business for which the Executive Director works being
sold out of the 4imprint Group, death or such other circumstances as the Committee may determine.
– Leavers for any other reason would result in no bonus being paid, and any unvested deferred share
awards would lapse.
Treatment of LTIP – An unvested award will usually lapse when an Executive Director ceases to be an employee or director
of the Group.
– If, however, an Executive Director ceases to be an employee or director of the Group because of their
ill health, injury, disability, retirement, redundancy, the sale of their employing company or business
out of the Group or in other circumstances at the discretion of the Committee (i.e. they leave as a
‘good leaver’), their award will normally continue to vest on the date when it would have vested and
be released from any relevant holding period on the date when it would have been released if they
had not ceased to be an employee or director of the Group. The extent to which awards normally
vest in these circumstances will be determined by the Committee, taking into account the satisfaction
of the performance conditions applicable to awards measured over the original performance period,
the underlying performance of the Company and the Executive Director and such other factors the
Committee considers, in its opinion, relevant.
– The Committee retains discretion to allow the award to vest (and be released) following the Executive
Director ceasing to be an employee or director of the Group, taking into account any applicable
performance conditions measured up to that point.
– Unless the Committee decides otherwise, the extent to which an award vests will also take into account
the proportion of the performance period which has elapsed when the Executive Director ceases to
be an employee or director of the Group. The period over which a ‘recruitment award’ will normally be
time pro-rated will be determined at the time of grant and will normally replicate the approach to time
pro-rating applied to the award in respect of which the ‘recruitment award’ was granted.
– If an Executive Director dies, their award will vest (and, where subject to a holding period, be released)
on the date of their death on the basis set out for other ‘good leavers’ above. Alternatively, the
Committee may decide that unvested awards will vest (and, where subject to a holding period, be
released) on the date they would have if the Executive Director had not died on the basis set out for
other ‘good leavers’ above.
– If an Executive Director ceases to be an employee or director of the Group during a holding period
in respect of an award for any reason other than summary dismissal, their award will normally be
released at the end of the holding period, unless the Committee determines that it should be released
when the participant ceases to be an employee or director of the Group. If a participant dies during the
holding period, their award will be released on the date of death (unless the Committee decides it will
be released at the end of the normal holding period).
– If an Executive Director is summarily dismissed, any outstanding awards they hold will lapse immediately.
REMUNERATION REPORT CONTINUED
4imprint Group plc Annual Report & Accounts 2024
96
Consideration of employee conditions in the wider Group
The Board (and therefore each Committee member) receives a report for its consideration at its meeting in January in respect of
current salary levels, bonus entitlements, annual pay review and bonus proposals. This is accompanied by a verbal update from
the CEO. In combination, this annual update enables the Committee to take into account conditions in the wider workforce when
considering executive pay actions.
In addition, we have a dedicated Non-Executive Director who is responsible for championing the interests of team members
(our‘Employee Voice’) and who reports back to the Board on initiatives such as the employee engagement survey results.
The remuneration package available to Executive Directors under the Policy is broadly in line with the remuneration package afforded
to our other employees. All employees (including Executive Directors) are entitled to participate in the Company’s Sharesave plans
in the same way. Employees may receive discretionary bonuses based on their performance, although in the case of Executive
Directors and other members of senior management, part of any bonus earned is deferred into awards of the Company’s shares.
Athree-year deferral period applies to awards for senior management and currently a five-year deferral period applies to awards
forExecutiveDirectors.
More information about how we engage with our team members can be found on page 66 of the Annual Report.
Consideration of Shareholder views
The Committee actively seeks and listens to Shareholder views on 4imprint’s executive remuneration arrangements on an ongoing
basis. In developing the latest Policy, the Committee undertook a significant consultation with Shareholders and carefully considered
the views put forward. Following the feedback received, the Committee reviewed the position on post-cessation share ownership for
Executive Directors and decided to extend the Policy guidelines to a 200% of salary holding for a full two years post cessation to align
with the Investment Association guidance and accepted best practice.
Non-Executive Director remuneration
Element and purpose Fees are aimed at attracting and retaining high-quality and experienced Non-Executive Directors,
withfee levels reflecting the time commitments and responsibilities of the roles.
Non-Executive Directors are paid a basic fee which is delivered in cash. Additional fees may be paid
forresponsibilities of the Senior Independent Director (SID) and for Committee chairs.
Operation Fee levels are reviewed periodically by the Board to maintain competitiveness relative to other listed
companies of a similar size, complexity and type.
Non-Executive Directors do not participate in any incentive schemes and do not receive a pension.
Opportunity Fees payable to Non-Executive Directors cannot exceed the maximum that is set out in the Company’s
Articles of Association. The Company does not adopt a quantitative approach to pay positioning
and exercises judgment as to what it considers to be reasonable in all the circumstances as
regardsquantum.
Non-Executive Director letters of appointment
Non-Executive Directors are generally appointed for a period of three years, subject to annual re-election. Non-Executive Directors’
appointments may be terminated without notice by either party.
FINANCIAL STATEMENTS ADDITIONAL INFORMATION
4imprint Group plc Annual Report & Accounts 2024
97
OVERVIEW STRATEGIC REPORT
CORPORATE GOVERNANCE
REMUNERATION REPORT CONTINUED
Annual report on remuneration
Directors’ remuneration – single total figure (audited information)
Apart from Kevin Lyons-Tarr and David Seekings, Directors are paid in Sterling. It is therefore considered more appropriate to present
the Directors’ remuneration in Sterling. The US dollar remuneration amounts for Kevin Lyons-Tarr and David Seekings are disclosed
separately below:
Base
salary
£
Benefits
£
Annual
bonus
£
Long-term
incentives
£
Pension
£
Total
£
Fixed
pay
£
Variable
pay
£
K. Lyons-Tarr
2024 445,651 14,315 132,670 – 10,796 603,432 470,762 132,670
2023 439,134 14,691 434,998 – 10,615 899,438 464,440 434,998
D. Seekings
2024 297,10 0 18,615 88,446 – 10,708 414,869 326,423 88,446
2023 292,756 17,799 289,998 – 10,692 611,245 321,247 289,998
P. Moody
2024 192,150 – – – – 192,150 192,150 –
2023 157,500 – – – – 157,50 0 157,500 –
L. Beardsell
2024 55,000 – – – – 55,000 55,000 –
2023 45,000 – – – – 45,000 45,000 –
J. Gibney
2024 71,500 – – – – 71,500 71,500 –
2023 45,000 – – – – 45,000 45,000 –
J. Rabadia
2024 55,000 – – – – 55,000 55,000 –
2023 45,000 – – – – 45,000 45,000 –
C. Southall
2024 71,500 – – – – 71,500 71,500 –
2023 45,000 – – – – 45,000 45,000 –
C. Brady (i)
2024 – – – – – – – –
2023 28,673 – – – – 28,673 28,673 –
(i) Charles Brady retired from the Board on 18 August 2023.
Kevin Lyons-Tarr and David Seekings US dollar remuneration
Base
salary
$
Benefits
$
Annual
bonus
$
Long-term
incentives
$
Pension
$
Total
$
Fixed
pay
$
Variable
pay
$
K. Lyons-Tarr
2024 569,631 18,298 169,579 – 13,800 771,308 601,729 169,579
2023 546,063 18,268 540,920 – 13,200 1,118,451 57 7,531 540,920
D. Seekings
2024 379,754 23,794 113,052 – 13,686 530,286 417,234 113,052
2023 364,042 22,132 360,613 – 13,296 760,083 399,470 360,613
4imprint Group plc Annual Report & Accounts 2024
98
Salaries
The Chief Executive Officer and the Chief Financial Officer received a 4.5% increase in basic annual salary with effect from 1 January
2024. This was in line with the increase applied to the remuneration of salaried employees across the business.
Pension and benefits
The Executive Directors’ pension and other benefits are the same as that offered to the wider workforce. Benefits include medical
insurance, life assurance and income protection.
Short and long-term incentives: Deferred Bonus Plan (DBP)
The Executive Directors participate in a single variable incentive plan through which they may receive an annual bonus, half of which
is paid in cash and half of which is deferred into shares through the award of conditional share awards. The deferral period for
shares awarded to Executive Directors is five years from date of award.
Operation of the DBP
Bonus outcomes under the DBP are variable and depend on the achievement of stretching and robust performance targets based
onthe financial results of the Group’s North American business. This basis of measurement is considered to be appropriate given that:
– the North American business comprises 98% of the revenue of the Group and substantially all of its operating profit; and
– it enables direct alignment of the incentive remuneration of the Executive Directors with that of the US-based management team.
Rationale for metric selection
The measures used to assess the performance of the Executive Directors were chosen specifically to align directly with the Group’s
strategic objectives (see pages 9 to 11). These objectives can be summarised as:
– expansion of market share in large, fragmented, and attractive markets through organic revenue growth; and
– investment in primarily marketing-based initiatives designed to maximise growth potential up to the point at which this investment
no longer produces an acceptable return.
Accordingly, the Committee agreed the following performance measures as most likely to incentivise an optimum outcome in
alignment with the Group’s strategic priorities:
– Revenue growth. This is the primary driver in meeting the Group’s market share expansion targets and as such serves as the
most heavily weighted measure in calculating incentive remuneration outcomes.
– Operating profit. The inclusion of this measure ensures that the marketing investment to build a strong and growing customer
file is accompanied by an appropriate financial return.
Bonus out-turn under each performance measure is contingent on the performance of the other given the key role that both
measures play in ensuring an appropriate balance designed to meet 4imprint’s strategic priorities.
Target setting process and outcomes
The specific bonus targets for 2024 were set by the Committee at its meeting in January 2024, with reference to the 2024 budget
approved by the Board. The bonus measures and targets are inter-related, and as such are best expressed in a grid format.
The performance grid approved by the Committee in January 2024 is set out below.
2024 Plan Threshold Target Maximum
Revenue target ($m) 1,365 1,378 1,391 1,400 1,417 1,430 1,443 1,456
Op. profit $148m minimum 30% 40% 50% 60% 80% 100% 100% 100%
Op. profit $145m minimum 25% 35% 45% 55% 75% 95% 100% 100%
Op. profit $142m minimum 20% 30% 40% 50% 60% 70% 90% 100%
Revenue growth % vs 2023 5% 6% 7% 8% 9% 10% 11% 12%
Revenue growth vs 2023 ($m) 65 78 91 100 117 130 143 156
Table shows bonus outcome as a % of base salary.
Based on the 2024 performance grid:
– If operating profit was below $142m no bonus would have been payable regardless of revenue performance.
– If revenue growth was below 5% no bonus would have been payable regardless of operating profit performance.
– Revenue growth of 8% and operating profit of $142m would have resulted in the Executive Directors earning an on-target bonus
of 50% of base salary with lower and higher combinations of the two measures producing outcomes ranging from 20% of base
salary for threshold performance to 100% of base salary for maximum performance.
As noted in the ‘Annual Statement by the Chair of the Remuneration Committee’, operating profit for the North American business
for 2024 was $153.6m, exceeding the highest target on the performance grid. Whilst revenues for the North American business
exceeded prior year at $1,342.7m (3% growth on 2023), performance was below the threshold required to deliver a bonus payment
(set at $1,365m).
FINANCIAL STATEMENTS ADDITIONAL INFORMATION
4imprint Group plc Annual Report & Accounts 2024
99
OVERVIEW
CORPORATE GOVERNANCE
STRATEGIC REPORT
At its meeting in January 2025, the Committee discussed the annual bonus performance out-turn in the context of overall Group
performance and the experience of key stakeholders during 2024. The Committee agreed that it would be appropriate to exercise
its discretion to award an annual bonus to the Executive Directors and senior management team of 30% of base salary. This is equal
to the threshold level of bonus payout that would have been paid, had the revenue threshold been met. The Committee considered
a range of factors when making this decision, including: how close revenue performance was to threshold (the revenue achieved
was 98% of the threshold target); strong operating profit performance; the impact of difficult economic conditions and trading
environment on performance during 2024; and the desire for equity with participants below Board level, who were also awarded
athreshold-level bonus.
The bonus will be payable 50% in cash and 50% in the form of conditional share awards with a vesting period of five years.
Bonus targets in respect of 2025 performance are not disclosed for reasons of commercial sensitivity but will be disclosed
retrospectively in next year’s Remuneration Report.
The annual bonus (both cash and deferred share awards) is subject to malus and clawback provisions, as set out in the Remuneration
Policy report. During 2024, neither malus nor clawback provisions were enacted. Clawback may apply to cash bonus payments
made up to two years after the relevant payment date and for deferred shares and LTIP awards that vested up to five years from
the relevant grant date. These time-horizons were chosen to align with market practice and provide the Committee sufficient time to
enact the provisions, should they be required.
Remuneration package of CFO Designate
During the year, the Committee designed a remuneration package in order to facilitate the successful recruitment of Michelle
Brukwicki as CFO Designate.
The remuneration package comprised an ongoing package which is set within the parameters of the 2024 Remuneration Policy and a
buy-out package which is designed to compensate Michelle for the loss of outstanding incentive awards from her previous employer,
as is permissible within the 2024 Remuneration Policy. Details of her remuneration are set out below.
Ongoing remuneration package
Base salary $470,000 per annum.
When setting the CFO Designate’s salary, the Committee took into account a range of factors, including: the
base salary and remuneration package provided by her previous employer; the salary of the outgoing CFO;
thevalue of the total package compared to remuneration market data; and our remuneration philosophy.
The base salary agreed represents an increase from the outgoing CFO’s salary of $379,754. His base salary
and total package value was set and reviewed in light of his significant 4imprint shareholding and long-
standing stewardship role within the business. When determining the pay level for the CFO Designate, the
Committee reviewed remuneration market data for the FTSE 250 and a sub-set of the FTSE 250 which more
closely reflected 4imprint’s market capitalisation at the time. The package agreed is below the median of
bothpeer groups.
The Committee is comfortable that the base salary and total package value of the CFO Designate is
appropriate when considering the market data and all other considerations.
Annual bonus /
DBP
Commencing from the start of the 2025 fiscal year, an annual bonus with an overall maximum of 150% of
basesalary.
The award for on-target performance will be 75% of base salary. One-third of the annual bonus will be
deferred into shares for three years under the terms of the DBP.
Further details in relation to the performance measures can be found in the ‘Implementation of Policy in
2025’section.
LTIP Commencing from the start of the 2025 fiscal year, participation in the LTIP with a maximum award of 150% of
base salary (below the maximum level of 200% of base salary permitted under the 2024 Remuneration Policy).
Further details in relation to the new LTIP can be found in the ‘Implementation of Policy in 2025’ section.
Retirement
benefits
Participation in the local company pension arrangements on the same basis as all other 4imprint
USemployees.
Other benefits Participation in the benefits package available to all 4imprint US employees.
Relocation One-off relocation expenses up to a value of $50,000 (to compensate the CFO Designate for expenses
incurred in relation to her necessary relocation for the role).
It is expected that, over time, Michelle will build and retain 4imprint shares to the value of at least 200% of base salary.
REMUNERATION REPORT CONTINUED
4imprint Group plc Annual Report & Accounts 2024
100
Buy-out package
At the end of Q1 2025, Michelle will be paid a lump sum of $330,000 in compensation for the loss of her 2024 annual bonus from
herprevious employer. The value agreed takes into consideration performance tracking for corporate measures and previous annual
bonus payout levels.
Michelle had outstanding share incentive awards from her previous employment in the form of Restricted Stock Units (RSUs) and
Performance Stock Units (PSUs). The face value of RSU awards has been bought out using 4imprint shares, with vesting timeframes
mirroring the forfeited awards.
The PSUs that had not yet vested at the date of cessation of her previous employment were bought out in 4imprint shares and will
vest based on the original performance conditions of the forfeited awards (once this has been disclosed by her previous employer).
For PSUs that had already vested subject to performance, but were not yet transferred, the value of vested awards has been bought
out in 4imprint shares and will be transferred on the original award transfer date. The PSUs will accrue dividend equivalents, payable
in shares upon vesting.
The awards granted seek to compensate Michelle on a like-for-like basis in terms of value, vesting date and whether the award
remains subject to performance conditions.
Full details of the buy-out share incentive awards, which were granted under a Deed of Grant dated 9 December 2024, are set
outbelow:
Forfeited awards
Maximum number of
4imprint shares awarded Vesting date Additional performance conditions
2022 RSU award 3,701 31 May 2025 None
2023 RSU award 9,371 31 May 2026 None
2024 RSU award 2,831 31 May 2027 None
2022 PSU award 7,335 30 April 2025 Vesting/value to be determined by the Committee based on
the extent to which any performance conditions relating to the
forfeited award have been satisfied.
2023 PSU award 8,081 28 Feb 2026 None – performance period ended on 31 December 2023.
2024 PSU award 5,536 30 April 2027 Vesting/value to be determined by the Committee based on
the extent to which any performance conditions relating to the
forfeited award have been satisfied.
Statement of Directors’ shareholdings and share interests (audited information)
Details of the beneficial interests in the number of ordinary shares held in the Company by each Director and their connected
persons are set out below:
Holding at
28 December
2024
Holding at
30 December
2023
Kevin Lyons-Tarr 271,523 266,425
David Seekings 190,900 187,501
Paul Moody 11,000 9,500
Lindsay Beardsell – –
John Gibney 3,000 3,000
Jaz Rabadia – –
Tina Southall 3,000 3,000
The value of each of the Executive Directors’ shareholdings at the year-end exceeds the 200% of base salary shareholding
requirement. The shareholdings included in the table above are not subject to any further performance conditions.
There has been no change in the Directors’ interests in the share capital of the Company from 28 December 2024 to the date of this report.
FINANCIAL STATEMENTS ADDITIONAL INFORMATION
4imprint Group plc Annual Report & Accounts 2024
101
OVERVIEW
CORPORATE GOVERNANCE
STRATEGIC REPORT
Movement in scheme interests during the financial year (audited information)
Scheme interests awarded in the year comprise deferred bonus payments only.
In accordance with the rules of the DBP, the intention is to issue deferred shares in 2025 in respect of the 2024 bonus awards.
Details of share awards and options held by the Directors are set out below.
Holding at
30 Dec
2023
Granted
during the
year Exercised
Holding at
28 Dec
2024 Date of grant
Share price
at date of
grant
Exercise
price
Exercisable
From To
K. Lyons-Tarr
US ESPP 390 – – 390 4 Oct 2023 £49.50 $51.08 12 Dec 2025 12 Dec 2025
2015 Incentive Plan 10,196 – 10,196 – 28 Mar 2019 £24.00 $nil 28 Mar 2024 28 Mar 2024
DBP 4,920 – – 4,920 28 Mar 2023 £49.00 $nil 28 Mar 2028 28 Mar 2028
DBP – 4,643 – 4,643 28 Mar 2024 £63.40 $nil 28 Mar 2029 28 Mar 2029
D. Seekings
US ESPP 390 – – 390 4 Oct 2023 £49.50 $51.08 12 Dec 2025 12 Dec 2025
2015 Incentive Plan 6,797 – 6,797 – 28 Mar 2019 £24.00 $nil 28 Mar 2024 28 Mar 2024
DBP 3,280 – – 3,280 28 Mar 2023 £49.00 $nil 28 Mar 2028 28 Mar 2028
DBP – 3,095 – 3,095 28 Mar 2024 £63.40 $nil 28 Mar 2029 28 Mar 2029
Gains made on the vesting of share awards in the period were £646,426 for Kevin Lyons-Tarr and £430,930 for David Seekings
(2023:£12,033 for Kevin Lyons-Tarr and £16,837 for David Seekings).
During 2024, the middle-market value of the share price ranged from £44.00 to £65.40 and was £48.40 at the close of business
on28 December 2024.
Details of share options granted by 4imprint Group plc as at 28 December 2024 are given in note 5.
None of the terms and conditions of the share awards were varied during the period. The performance criteria for all Directors’
awards and options were consistent with the Remuneration Policy. Once an award has vested, the award is unconditional, subject
tothe Rules of the grant.
Payments to past Directors
There were no payments to past Directors during the period.
Payments for loss of office
There were no payments for loss of office made during the period.
Performance graph and table
Total Shareholder Return
The graph below illustrates the Company’s Total Shareholder Return performance relative to the FTSE 250 Index of which the
Company is a constituent. The graph shows performance of a hypothetical £100 invested over the period.
1,200
1,000
800
600
400
200
0
Dec
2023
Dec
2024
Dec
2022
Dec
2014
Dec
2015
Dec
2016
Dec
2017
Dec
2018
Dec
2019
Dec
2020
Dec
2021
4imprint Group plc FTSE 250
REMUNERATION REPORT CONTINUED
4imprint Group plc Annual Report & Accounts 2024
102
Total remuneration of Executive Chairman / Chief Executive Officer
2015
£’000
2016
£’000
2017
£’000
2018
£’000
2019
£’000
2020
£’000
2021
£’000
2022
£’000
2023
£’000
2024
£’000
K. Lyons-Tarr 326 481 564 738 603
*
422 386 843 899 603
J.W. Poulter 45
Total remuneration 371 481 564 738 603 422 386 843 899 603
Annual variable award
Percentage versus max
opportunity (%) 60 40 50 100 50
*
n/a n/a 100 100 30%
Long-term incentive
Vesting rate (%) – – – – – – – – – –
* In March 2020, Kevin Lyons-Tarr waived his conditional share awards in respect of 2019.
Kevin Lyons-Tarr was appointed Group Chief Executive Officer on 31 March 2015. Prior to that, the Executive Chairman, John Poulter,
fulfilled the role.
Relative importance of spend on pay
The table below shows the Group’s actual spend on pay relative to dividends:
2024
$m
2023
$m Change
Wages and salaries 101.9 92.7 10%
Dividends paid 65.5 110.8 –41%
Change in remuneration for Directors and all employees
The table below shows the percentage change in Directors’ remuneration (salary, taxable benefits and bonus) compared to the
average remuneration for other 4imprint employees.
Change from 2023 to 2024 % Change from 2022 to 2023 % Change from 2021 to 2022 % Change from 2020 to 2021 %
Base
salary
Taxable
benefits
Annual
bonus
Base
salary
Taxable
benefits
Annual
bonus
Base
salary
Taxable
benefits
Annual
bonus
Base
salary
Taxable
benefits
Annual
bonus
Executive Directors
Kevin Lyons-Tarr 4 0 –69 7 59 7 0 28 n/a 0 –51 0
David Seekings 4 8 –69 7 17 7 0 –20 n/a 0 –1 0
Non-Executive
Directors
Paul Moody 22 – – 5 – – 0 – – 0 – –
Lindsay Beardsell 22 – – 0 – – 0 – – 0 – –
Charles Brady (i) – – – 0 – – 0 – – 0 – –
John Gibney 59 – – 0 – – 0 – – 0 – –
Jaz Rabadia 22 – – 0 – – 0 – – 0 – –
Tina Southall 59 – – 0 – – 0 – – 0 – –
Based on all 4imprint
employees 5 16 –19 2 –17 –31 7 –12 n/a 8 –7 n/a
(i) Charles Brady retired from the Board on 18 August 2023.
Following a review by our external remuneration advisers, the relatively larger base salary increases for the Chair and Non-Executive
Directors in 2024 reflects the repositioning of their fees to bring them in line with the lower quartile of the FTSE-250 peer group.
FINANCIAL STATEMENTS ADDITIONAL INFORMATION
4imprint Group plc Annual Report & Accounts 2024
103
OVERVIEW
CORPORATE GOVERNANCE
STRATEGIC REPORT
CEO pay ratio
Year Country Method 25th percentile pay ratio Median pay ratio 75th percentile pay ratio
2024 UK A 46.4 : 1 36.1 : 1 26.5 : 1
2024 US A 36.3 : 1 30.6 : 1 22.5 : 1
2023 UK A 25.4 : 1 18.6 : 1 13.6 : 1
2023 US A 18.8 : 1 16.0 : 1 11.5 : 1
2022 UK A 18.0 : 1 12.8 : 1 9.5 : 1
2022 US A 12.4 : 1 10.5 : 1 7.5 : 1
2021 UK A 24.4 : 1 18.4 : 1 12.9 : 1
2021 US A 17.7 : 1 14.5 : 1 10.6 : 1
2020 UK A 33.5 : 1 26.5 : 1 19.0 : 1
2020 US A 25.2 : 1 19.9 : 1 14.7 : 1
The pay ratio figures in the tables above are calculated using the following total pay and benefits information:
UK employee figures
Year Supporting information
25th percentile
£’000
Median
£’000
75th percentile
£’000
2024 Salary 27.2 35.0 47.4
Total pay and benefits 28.4 36.6 49.8
2023 Salary 24.5 33.2 46.3
Total pay and benefits 25.7 35.2 48.2
2022 Salary 22.5 31.3 42.6
Total pay and benefits 23.6 33.2 44.7
2021 Salary 19.2 25.2 36.4
Total pay and benefits 20.2 26.8 38.1
2020 Salary 19.2 24.8 33.5
Total pay and benefits 20.1 25.4 35.4
US employee figures
Year Supporting information
25th percentile
$’000
Median
$’000
75th percentile
$’000
2024 Salary 44.3 52.5 71.6
Total pay and benefits 46.0 54.7 74.4
2023 Salary 41.7 48.9 68.2
Total pay and benefits 43.3 50.8 70.8
2022 Salary 41.1 48.2 67.4
Total pay and benefits 42.4 50.0 69.9
2021 Salary 37.1 44.7 61.6
Total pay and benefits 38.2 46.5 64.1
2020 Salary 33.3 42.1 57.8
Total pay and benefits 34.3 43.4 58.9
REMUNERATION REPORT CONTINUED
4imprint Group plc Annual Report & Accounts 2024
104
The data in the tables above has been calculated using Option A which provides a comparison of the Company’s full-time equivalent
total remuneration for all employees against the CEO’s total remuneration. As the CEO is US-based and the Group has just 53
UK employees (2023: 51) compared with 1,498 US employees (2023: 1,491), the calculations are shown for both the UK and US
employee populations.
The data set included all employees who received a base salary during the year ended 28 December 2024 and were still employed
atthat date. Where appropriate, remuneration has been annualised to reflect the full-time equivalent amount, for example for
part-time employees and new starters in the year.
The calculations were carried out by identifying the 25th, 50th and 75th percentile employee, based on total remuneration for
the 2024 financial year. The calculation of total remuneration includes base pay and bonuses, benefits and employer pension
contributions paid in the financial year. In the US data set, owing to the difficulty in compiling the data for each individual, medical
andlife cover benefits have been excluded from total remuneration. No other remuneration items have been omitted.
The Committee notes the limited availability of comparable pay ratios across companies and sectors given the range of business
models and employee population profiles that exist.
Statement of voting at general meetings
Votes cast by proxy and in the meeting in respect of Directors’ remuneration were as follows:
Resolution AGM Votes for % for Votes against % against
Votes withheld
(abstentions)
Approval of Remuneration Report 2024 21,811,488 92.82 1,688,139 7.18 516
Approval of Remuneration Policy 2024 22,476,596 95.65 1,023,107 4.35 440
Approval of Remuneration Report 2023 20,786,721 93.52 1,441,396 6.48 75
Approval of Remuneration Report 2022 24,162,559 96.40 903,584 3.60 1,318
Implementation of Policy in 2025
Base salary
At its meeting in January 2025, the Committee agreed that there should be no increase to the base salary of the Chief Executive
Officer and the Chief Financial Officer for 2025. The base salaries for 2025 are as set out in the table below.
Executive Director Base salary for 2025
CEO $565,262
CFO $376,841
CFO Designate $470,000
Annual bonus
In relation to the annual bonus scheme for the Executive Directors and senior management team, specific performance targets
for 2025 have been set by the Committee with reference to the 2025 budget approved by the Board. The bonus plan variables,
consisting of revenue growth percentage and operating profit performance of the North American business, remain unchanged, but
the targets are not disclosed in this report for commercial reasons. As at January 2025, the Committee was confident that the targets
set were appropriately stretching.
Commencing from the start of the 2025 fiscal year, the maximum annual bonus for the CEO has been increased to 150% of base
salary to be in line with the incoming CFO and market practice amongst companies of a similar size and scope. The award for on-
target performance will be 75% of base salary.
The deferral arrangements are aligned to our Remuneration Policy. For the CEO, deferral will remain the same as for 2024 (50%
deferred into shares for five years). For the CFO Designate, as she is participating in the LTIP, only one-third of the annual bonus will
be deferred for three years.
LTIP
An LTIP award will be made to the CFO Designate in 2025. The other Executive Directors will not be participating in the LTIP for 2025.
Awards will be granted to the CFO Designate in 4imprint shares equal to the value of 150% of base salary at grant (this assumes
maximum performance). Performance will be assessed over the three financial years 2025, 2026 and 2027. A two-year holding period
will apply to vested shares, normally on a net-of-tax basis. The performance measures are cumulative basic EPS and relative Total
Shareholder Return (TSR) with a weighting of 75% / 25%, respectively.
FINANCIAL STATEMENTS ADDITIONAL INFORMATION
4imprint Group plc Annual Report & Accounts 2024
105
OVERVIEW
CORPORATE GOVERNANCE
STRATEGIC REPORT
REMUNERATION REPORT CONTINUED
The performance measures and weightings were chosen to reflect the long-term priorities of the business. EPS is a key performance
indicator of the Group and has been chosen for its suitability for assessing long-term profitability. Relative TSR has been chosen
as this ensures performance is assessed relative to the UK market in which 4imprint operates and provides alignment with our
Shareholders. The vesting for both metrics will be on a straight-line basis between threshold (vesting at 25% of the maximum
opportunity) and maximum (vesting at 100% of the maximum opportunity).
In setting the cumulative basic EPS targets, the Committee considered a range of factors including the budget and three-year
business plan, analyst consensus and historical performance. Relative TSR will be assessed based on an average return index to the
start and end of the performance period relative to the constituents of the FTSE 250 excluding Investment Trusts. The Committee is
comfortable that the targets are sufficiently stretching. The targets have been set bythe Committee as follows:
Cumulative basic EPS (US$):
– Maximum performance – $13.80
– Threshold performance – $10.90
Relative TSR (vs constituents of the FTSE 250 excluding Investment Trusts):
– Maximum performance – TSR equal to upper quartile performing constituent of the peer group
– Threshold performance – TSR equal to the median performing constituent of the peer group
Members of the senior management team will also be eligible for an LTIP award for 2025. Performance measures and targets will be
the same as for the CFO Designate, but maximum awards will be at a lower percentage of salary.
Chair and NED fees
At its meeting in January 2025, the Committee approved a 3% increase in the Chairman’s annual fee, from £192,150 to £198,000 with
effect from 1 January 2025.
In addition, at a Board meeting in January 2025, the Non-Executive Chairman and the Executive Directors approved a 3% increase in
Non-Executive Directors’ fees from £55,000 to £56,650 per annum and an increase to the fee payable for each additional role (Senior
Independent Director and Committee Chairs) from £8,250 to £8,500 per annum.
TINA SOUTHALL
CHAIR OF THE REMUNERATION COMMITTEE
11 March 2025
4imprint Group plc Annual Report & Accounts 2024
106
DIRECTORS’ REPORT
The Directors present their report and the audited consolidated
and Company financial statements for the period ended 28
December 2024.
4imprint Group plc (registered number 00177991 ) is a public
limited company incorporated in England and Wales, domiciled
in the UK and listed on the London Stock Exchange. It is limited
by shares. Its registered office is 25 Southampton Buildings,
London WC2A 1AL.
Cross reference to the Corporate Governance Report
The Company’s Statement on Corporate Governance is included
in the Corporate Governance section on pages 76 to 79 of
this Annual Report. The Statement on Corporate Governance
forms part of the Directors’ Report and is incorporated into it by
crossreference.
Cross reference to Strategic Report
The Strategic Report is set out on pages 6 to 71 of the
Annual Report. It includes the Chief Executive’s Review and
Financial Review, which contain information and disclosures
concerning the Group’s financial performance and position,
future prospects, key performance indicators, principal risks
and uncertainties, risk management objectives and policies,
going concern and viability. The Board regularly considers the
Company’s approach to its risk management objectives and
policies and reviews the Company’s risk management processes.
The Board concluded that the current risk management
processes are appropriate for the nature of the business
and current Group structure. Details of the Company’s risk
management processes are set out on pages 54 and 55.
The Board recognises its obligations to environmental and social
matters. The Sustainability section, which is included within the
Strategic Report, contains information in respect of the Group’s
approach to: employee welfare and culture, including diversity,
equity and inclusion; health and safety; social and ethical
responsibility; and the environment, including the greenhouse
gas emissions report, climate change scenario analysis and
TCFDreporting.
These elements of the Strategic Report are incorporated into the
Directors’ Report by cross reference.
Directors
The names and biographical details of the present Directors,
their Committee memberships, independence status and
identification of the Senior Independent Non-Executive Director
are given on pages 74 and 75. The Directors served throughout
the period ended 28 December 2024 and up to the date of
signing of these financial statements.
The interests of the Directors in the shares of the Company are
shown on pages 101 and 102.
None of the Directors, nor their associated companies, nor any
members of their families, had any interest either during or at
the end of the period ended 28 December 2024 in any contract
with the Company or its subsidiaries requiring disclosure under
sections 197, 198, 200, 201 and 203 of the Companies Act 2006.
Remuneration Report
Details of the procedures and guidelines used by the
Remuneration Committee in determining remuneration are
outlined in its report on pages 90 and 91.
Share capital
The Group’s objective for managing capital is described in note 18.
The Company has a single class of share capital which is
divided into ordinary shares of 38
6
/
13
p each. The shares are in
registered form.
Rights and obligations attaching to shares
Subject to applicable statutes and other Shareholders’ rights,
shares may be issued with such rights and restrictions as the
Company may by ordinary resolution decide, or, if there is
no such resolution or in so far as it does not make specific
provision, as the Board may decide. At each AGM, the Company
seeks annual Shareholder authority for the Company’s Directors
to allot shares, in certain circumstances, for cash. Currently,
there are no such restrictions in place over the issued share
capital of the Company, other than those required by law or
regulation.
Purchase of own shares
Following approval at the 2024 AGM of Resolution 17, the
Company is authorised, generally and without conditions, to
make market purchases, as defined in the Companies Acts, of
its ordinary shares of 38
6
/
13
p subject to the provisions set out
in such Resolution. This authority applies from 22 May 2024
until the earlier of the end of the 2025 AGM or 22 August 2025
unless previously cancelled or varied by the Company in a
general meeting. No such cancellation or variation has taken
place. During the period, no shares have been purchased by the
Company, but the Employee Benefit Trust purchased 28,000
(2023: 18,000) ordinary shares.
Dividends
Dividends are declared in US dollars and paid in Sterling,
converted at the exchange rate at the time the dividend is
declared.
An interim dividend of 80.0c (62.7p) per ordinary share was
paid on 16 September 2024. The Directors recommend a final
dividend of 160.0c (123.7p) and a special dividend of 250.0c
(193.3p) per share which, if approved, will be paid on 3 June
2025 in respect of shares registered at close of business on 2
May 2025.
The total distribution paid and recommended for 2024 on the
ordinary shares is $138.9m (2023: $59.9m) or 490.0c per share
(2023: 215.0c per share).
FINANCIAL STATEMENTS ADDITIONAL INFORMATION
4imprint Group plc Annual Report & Accounts 2024
107
OVERVIEW
CORPORATE GOVERNANCE
STRATEGIC REPORT
Relations with Shareholders
Significant shareholdings
At 28 December 2024, the Company had received notification of
the following interests in voting rights pursuant to the Disclosure
and Transparency Rules:
Date notified % of share capital
(i)
abrdn plc 01/05/2024 Below 5%
BlackRock, Inc. 15/05/2024 7.47%
Norges Bank 05/12/2024 3.99%
(i) Percentages are shown as a percentage of the Company’s issued share capital
when the Company was notified of the change in holding. As at 11 March
2025, the Company had received a further notification from Montanaro Asset
Management Limited (04/03/2025, 3.96%). Copies of this, along with historical
notifications received and any notifications received since 11 March 2025,
can be found on our website at https://investors.4imprint.com/investors/
regulatory-news/.
The Board places a high value on its relations with its investors
and consults with Shareholders in connection with specific
issues where it considers it appropriate. The Group, principally
through the Chief Executive Officer and Chief Financial
Officer, has regular dialogue and meetings with institutional
Shareholders, fund managers and analysts. Subject always to the
constraints regarding sensitive information, discussions cover a
wide range of issues, including strategy and performance.
The Board considers it important to understand the views of
Shareholders, in particular any issues which concern them.
TheSenior Independent Non-Executive Director is available
tomeet major Shareholders if they so wish.
Shares held in trust for employee share schemes
The trustees of the 4imprint 2012 Employee Benefit Trust may
vote or abstain from voting on shares held in the trust in any
way they consider appropriate.
Waiver of dividends
The dividend income in respect of the 30,016 shares
(2023:24,692 shares) held in the 4imprint 2012 Employee
Benefit Trusthas been waived at the date of this report.
Qualifying third party indemnity provisions
Qualifying third party indemnity agreements have been signed
by the Company in respect of Kevin Lyons-Tarr, David Seekings,
Paul Moody, Lindsay Beardsell, John Gibney, Jaz Rabadia and
Tina Southall with effect from the date of their respective
appointments to the Board of Directors.
DIRECTORS’ REPORT CONTINUED
Significant agreements
There are no agreements containing provisions entitling a
counterparty to exercise termination or other rights in the
eventof a change of control.
Going concern
The going concern statement is on page 52.
Political donations
No political donations were made in the period ending
28December 2024 or prior period.
Annual General Meeting
Notice of the AGM is set out in a separate document. Items of
special business to be considered at the AGM are described in
detail in the Notice of the AGM and the notes on the business
tobe conducted.
Independent auditor
On the recommendation of the Audit Committee, a resolution
to reappoint Ernst & Young LLP (EY) as independent external
auditor will be proposed at the 2025 AGM, together with a
resolution granting the Directors the authority to determine
EY’sremuneration.
Directors’ statement as to disclosure of information
to independent auditor
In the case of each of the persons who are Directors of the
Company at the date this report was approved:
– so far as each of the Directors is aware, there is no relevant
audit information (as defined in the Companies Act 2006) of
which the Company’s auditor is unaware; and
– each of the Directors has taken all of the steps that he or
she ought to have taken as a Director to make himself or
herself aware of any relevant audit information (as defined)
and to establish that the Company’s auditor is aware of that
information.
Approved by the Board and signed on its behalf by
COMPANY SECRETARY
11 March 2025
4imprint Group plc Annual Report & Accounts 2024
108
The Directors are responsible for preparing the Annual Report
and the financial statements in accordance with applicable
United Kingdom law and regulations.
Company law requires the Directors to prepare financial
statements for each financial period. Under that law the
Directors have elected to prepare the Group and Company
financial statements in accordance with UK-adopted
International Accounting Standards (IFRSs). Under company law,
the Directors must not approve the financial statements unless
they are satisfied that they give a true and fair view of the state
of affairs of the Group and the Company and of the profit or loss
of the Group and of the Company for that period.
In preparing the financial statements, the Directors are
requiredto:
– select suitable accounting policies in accordance with IAS 8
‘Accounting Policies, Changes in Accounting Estimates and
Errors’ and then apply them consistently;
– make judgments and accounting estimates that are
reasonable and prudent;
– present information, including accounting policies, in a
manner that provides relevant, reliable, comparable and
understandable information;
– provide additional disclosures when compliance with the
specific requirements in IFRSs is insufficient to enable
users to understand the impact of particular transactions,
other events and conditions on the Group’s and Company’s
financial position and financial performance;
– in respect of the Group’s and Company’s financial
statements, state whether IFRSs have been followed, subject
to any material departures disclosed and explained in the
financial statements; and
– prepare the financial statements on the going concern basis
unless it is appropriate to presume that the Group and
Company will not continue in business.
The Directors are responsible for keeping adequate accounting
records that are sufficient to show and explain the Group and
Company’s transactions and disclose with reasonable accuracy
at any time the financial position of the Group and Company
and enable them to ensure that the financial statements comply
with the Companies Act 2006. They are also responsible for
safeguarding the assets of the Group and Company and for
taking reasonable steps for the prevention and detection of
fraud and other irregularities.
Under applicable law and regulations, the Directors are
also responsible for preparing a Strategic Report, Directors’
Report, Remuneration Report and Corporate Governance
Statement that comply with that law and those regulations.
TheDirectors are responsible for the maintenance and integrity
of the corporate and financial information included on the
Company’swebsite.
Each of the Directors, whose names and functions are listed in
the Board of Directors on pages 74 and 75, confirm, to the best
of their knowledge:
– that the consolidated financial statements, prepared in
accordance with IFRSs, give a true and fair view of the assets,
liabilities, financial position and profit of the Company and
undertakings included in the consolidation taken as a whole;
– that the Annual Report, including the Strategic Report,
includes a fair review of the development and performance
of the business and the position of the Company and
undertakings included in the consolidation taken as a
whole, together with a description of the principal risks
anduncertainties that they face; and
– that they consider the Annual Report, taken as a whole,
is fair, balanced and understandable and provides the
information necessary for Shareholders to assess the
Group’s position, performance, business model and strategy.
Approved on 11 March 2025 by
KEVIN LYONS-TARR DAVID SEEKINGS
CHIEF EXECUTIVE CHIEF FINANCIAL
OFFICER OFFICER
STATEMENT OF DIRECTORS’ RESPONSIBILITIES
IN RESPECT OF THE FINANCIAL STATEMENTS
FINANCIAL STATEMENTS ADDITIONAL INFORMATION
4imprint Group plc Annual Report & Accounts 2024
109
OVERVIEW
CORPORATE GOVERNANCE
STRATEGIC REPORT
4imprint Group plc Annual Report & Accounts 2024
110
INDEPENDENT AUDITOR’S REPORT
To the members of 4imprint Group plc
Opinion
In our opinion:
– 4imprint Group plc’s Group financial statements and Company financial statements (the “financial statements”) give a true and fair
view of the state of the Group’s and of the Company’s affairs as at 28 December 2024 and of the Group’s profit for the 52 weeks
then ended;
– the Group financial statements have been properly prepared in accordance with UK adopted international accounting standards;
– the Company financial statements have been properly prepared in accordance with UK adopted international accounting
standards as applied in accordance with section 408 of the Companies Act 2006; and
– the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.
We have audited the financial statements of 4imprint Group plc (the “Company”) and its subsidiaries (the “Group”) for the 52 weeks
ended 28 December 2024 which comprise:
Group Company
Consolidated balance sheet as at 28 December 2024 Balance sheet as at 28 December 2024
Consolidated income statement for the 52 weeks then ended Statement of changes in equity for the 52 weeks then ended
Consolidated statement of comprehensive income for the
52weeks then ended
Statement of cash flows for the 52 weeks then ended
Consolidated statement of changes in equity for the 52 weeks
then ended
Related notes A to K to the financial statements, including
material accounting policy information
Consolidated statement of cash flows for the 52 weeks then
ended
Related notes 1 to 23 to the financial statements, including
material accounting policy information
The financial reporting framework that has been applied in their preparation is applicable law and UK adopted international
accounting standards and as regards the Company financial statements, as applied in accordance with section 408 of the Companies
Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities
under those standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our
report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Independence
We are independent of the Group and Company in accordance with the ethical requirements that are relevant to our audit of the
financial statements in the UK, including the FRC’s Ethical Standard as applied to listed public interest entities, and we have fulfilled
our other ethical responsibilities in accordance with these requirements.
The non-audit services prohibited by the FRC’s Ethical Standard were not provided to the Group or the Company and we remain
independent of the Group and the Company in conducting the audit.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the Directors’ use of the going concern basis of accounting in the
preparation of the financial statements is appropriate. Our evaluation of the Directors’ assessment of the Group and Company’s
ability to continue to adopt the going concern basis of accounting included:
– We confirmed our understanding of the Board’s going concern assessment process and engaged with management early to
ensure key factors were considered in its assessment, which covers the period through to 27 June 2026;
– We assessed the appropriateness of the duration of the going concern assessment period through to 27 June 2026 and
considered the existence of any significant events or conditions beyond this period based on our procedures on the Group’s
business plan, cash flow forecasts and from knowledge arising from other areas of the audit;
– We obtained the Board’s going concern assessment, including cash flow forecasts, and evaluated the appropriateness of
methods used to calculate the cash flow forecasts as to whether they were appropriately sophisticated to be able to make an
assessment for the Group and Company. We also confirmed the mathematical integrity of management’s models;
– We confirmed the amount, maturity and any covenant requirements of the undrawn committed $20m US line of credit and
£1mUK overdraft facility, which expire on 31 May 2026 and 31 December 2025, respectively, to facility agreements;
– We tested the key assumptions included in each of the cash flow forecast models, including by evaluating the historical accuracy
of management’s forecasting and comparing them against external analyst expectations, as well as considering the risk to the
Group’s operations of climate change, geopolitical and macroeconomic environment risks;
– We obtained the forecast covenant calculations for the $20m US line of credit and compared inputs in the calculations to the
base case cash flow forecasts;
ADDITIONAL INFORMATION
4imprint Group plc Annual Report & Accounts 2024
111
OVERVIEW STRATEGIC REPORT
FINANCIAL STATEMENTS
CORPORATE GOVERNANCE
– We performed independent sensitivity analysis, assuming further reduction in demand and increased product costs, to identify
the impact on the Group’s liquidity. We performed independent reverse stress testing to identify what reduction in revenue
would be required before the Group’s liquidity was exhausted during the going concern period and considered whether such a
decline, which is beyond that experienced during the COVID-19 pandemic, was plausible;
– We considered the mitigating actions identified by the Group, which include the ability to reduce marketing and other costs,
capex spend and dividends, and whether those actions are feasible and within the Group’s control; and
– We read the Group’s going concern disclosures included in the Annual Report to evaluate whether they were appropriate and in
conformity with the applicable reporting standards.
Our key observations:
– The Directors’ assessment forecasts that the Group will maintain sufficient liquidity throughout the going concern assessment
period in both the base case and downside scenarios and will not breach covenants; and
– No plausible scenario was identified that would result in liquidity being exhausted, either by the Directors or through our
independent reverse stress testing.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that,
individually or collectively, may cast significant doubt on the Group and the Company’s ability to continue as a going concern for a
period to 27 June 2026.
In relation to the Group and the Company’s reporting on how they have applied the UK Corporate Governance Code, we have
nothing material to add or draw attention to in relation to the Directors’ statement in the financial statements about whether the
Directors considered it appropriate to adopt the going concern basis of accounting.
Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections
of this report. However, because not all future events or conditions can be predicted, this statement is not a guarantee as to the
Group’s ability to continue as a going concern.
Overview of our audit approach
Audit scope – We performed an audit of two full scope components and central procedures over cash and cash
equivalents of four components. The components where we performed full or specific audit procedures
accounted for 98% of Group Revenue, 100% of Group Profit Before Tax and 99% of Group Total Assets.
Key audit matters – Risk of management override through manual journal entries to revenue.
Materiality – Overall Group materiality of $7.7m (2023: $7.0m) which represents 5% (2023: 5%) of profit before tax.
4imprint Group plc Annual Report & Accounts 2024
112
An overview of the scope of the Company and Group audits
Tailoring the scope
In the current period our audit scoping has been updated to reflect the new requirements of ISA (UK) 600 (Revised). We have
followed a risk-based approach when developing our audit approach to obtain sufficient appropriate audit evidence on which to
base our audit opinion. We performed risk assessment procedures to identify and assess risks of material misstatement of the Group
financial statements and identified significant accounts and disclosures. When identifying components at which audit work needed
to be performed to respond to the identified risks of material misstatement of the Group financial statements, we considered our
understanding of the Group and its business environment, the potential impact of climate change, the applicable financial framework,
the Group’s system of internal control at the entity level, the existence of centralised processes, applications and any relevant internal
audit results.
The Group’s principal operations are based in the United States, with a single office and finance function, and represent 98% of
Group Revenue. All audit procedures at this location were completed by the Group audit team, through a combination of site
visits and remote working. We then considered whether the remaining Group significant account balances not yet subject to audit
procedures, in aggregate, could give rise to a risk of material misstatement of the Group financial statements.
Of the six components within the Group selected for audit work, we designed and performed audit procedures on the entire financial
information of two components (“full scope components”). For four components, we designed and performed audit procedures on
specific significant financial statement account balances or disclosures of the financial information of the component (“specific scope
components”). Our scoping to address the risk of material misstatement for each key audit matter is set out in the Key audit matters
section of our report.
Climate change
Stakeholders are increasingly interested in how climate change will impact 4imprint Group plc. The Group has determined that
the most significant future impacts from climate change on its operations will be from potential reputation and brand damage
from failure to take deliberate and tangible action to reduce its GHG emissions, including action from third parties; and changes
in consumer preferences towards sustainable products. These are explained on pages 39 to 47 in the required Task Force on
Climate-related Financial Disclosures and on pages 56 to 65 in the principal risks and uncertainties.
All these disclosures form part of the “Other information”, rather than the audited financial statements. Our procedures on these
unaudited disclosures therefore consisted solely of considering whether they are materially inconsistent with the financial statements
or our knowledge obtained in the course of the audit or otherwise appear to be materially misstated, in line with our responsibilities
on “Other information”.
In planning and performing our audit we assessed the potential impacts of climate change on the Group’s business and any
consequential material impact on its financial statements.
The Group has explained on page 123 how it has reflected the impact of climate change in its financial statements. There are no
significant judgments or estimates relating to climate change disclosed in the financial statements.
We also challenged the Directors’ considerations of climate change risks in their assessment of going concern and viability and
associated disclosures. Based on our work we have not identified the impact of climate change on the financial statements to be a
key audit matter or to impact a key audit matter.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial
statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to
fraud) that we identified. These matters included those which had the greatest effect on: the overall audit strategy; the allocation of
resources in the audit; and directing the efforts of the engagement team. These matters were addressed in the context of our audit
of the financial statements as a whole, and in our opinion thereon, and we do not provide a separate opinion on these matters.
INDEPENDENT AUDITOR’S REPORT CONTINUED
To the members of 4imprint Group plc
ADDITIONAL INFORMATION
4imprint Group plc Annual Report & Accounts 2024
113
OVERVIEW STRATEGIC REPORT
FINANCIAL STATEMENTS
CORPORATE GOVERNANCE
Risk of management override through manual journal entries to revenue (2024: $1,368m, 2023: $1,327m)
There is a risk that management may override controls to intentionally misstate revenue transactions through inappropriate
manual journal entries and consequently misstate underlying operating profit.
Investor focus is on the Group’s revenue performance and operating profit. This gives rise to an incentive for management to
manipulate revenue recognition. We have considered both the risk that results are overstated (pressure to report continued
growth to the markets) and that the risk results are understated (where management may also be incentivised to defer revenue
and profit into the next financial period).
There is one material revenue stream with performance obligations that are straightforward and fulfilled by delivery of goods
to customers. Revenue is generated through a high volume of relatively low value transactions and there is no concentration of
customer credit risk. There are no significant judgments involved in the recognition of revenue and therefore our fraud risk is
focussed on manual journals to the revenue accounts. We concluded there was a risk that management may override controls to:
a. overstate revenue, and therefore operating profit, to report improved results to the market; or
b. understate revenue, and therefore operating profit, to provide a contribution towards meeting targets for management rewards
and incentive schemes in the next financial period.
Revenue for the 52-week period was $1,368m (2023: $1,327m) and operating profit was $148m (2023: $136m).
Refer to the accounting policies pages 124 and 125; and note 1 of the consolidated financial statements pages 129 and 130.
Our response to the risk:
We identified, documented and confirmed our understanding of the Group’s revenue recognition policies and assessed the design
effectiveness and application of key controls over the revenue process.
We performed data analytics testing over the entire revenue process for full scope entities from revenue recognition through to
invoice settlement. As with the prior year, we expected a high revenue to cash conversion.
Where there were postings that did not follow our expectations, we investigated outliers and confirmed the validity of the
transactions by validating back to source documentation.
We applied parameters designed to identify journal entries that were not in accordance with our expectations. This included
analysing and selecting journals for testing which appeared unusual in nature due to size, preparer or being manually posted. We
then verified such journals to source documentation to confirm entries supported revenue recognised and that they were valid.
We also introduced unpredictability into our manual journal entries testing. We corroborated such journals to source
documentation to confirm that the entries supported the revenue recognised and that the entries were valid and authorised.
We performed audit procedures over this risk area which covered 98% (2023: 100%) of revenue for the 52-week period.
Key observations communicated to the Audit Committee:
We did not identify evidence of management override through inappropriate journal entries recorded to revenue in the period.
Our key audit matters are consistent with the prior year.
4imprint Group plc Annual Report & Accounts 2024
114
Our application of materiality
We apply the concept of materiality in planning and performing the audit, in evaluating the effect of identified misstatements on the
audit and in forming our audit opinion.
Materiality
The magnitude of an omission or misstatement that, individually or in the aggregate, could reasonably be expected to influence the economic
decisions of the users of the financial statements. Materiality provides a basis for determining the nature and extent of our audit procedures.
We determined materiality for the Group to be $7.7m (2023: $7.0m), which is 5% (2023: 5%) of profit before tax. We believe that
profit before tax is the most appropriate basis for determining materiality as we consider the users of the financial statements are
primarily focused on this performance measure.
We determined materiality for the Company to be £6.3m (2023: £2.5m), which is 2% (2023: 1%) of equity. The increase in materiality
was due to a change in our risk assessment following the purchase of a bulk annuity ‘buy-in’ insurance policy related to the defined
benefit pension scheme and the refinancing of intercompany loans in previous periods. In performing our procedures, materiality
was capped at the Group allocated materiality of £1.9m (2023: £1.3m).
Performance materiality
The application of materiality at the individual account or balance level. It is set at an amount to reduce to an appropriately low level the
probability that the aggregate of uncorrected and undetected misstatements exceeds materiality.
On the basis of our risk assessments, together with our assessment of the Group’s overall control environment, our judgment
was that performance materiality was 75% (2023: 75%) of our planning materiality, namely $5.8m (2023: $5.3m). We have set
performance materiality at this percentage based on our assessment of the appropriateness of the Group’s internal controls, the
nature of historical audit misstatements and the residual risk of undetected misstatements in the financial statements.
Audit work was undertaken at component locations for the purpose of responding to the assessed risks of material misstatement
of the Group financial statements. The performance materiality set for each component is based on the relative scale and risk of
the component to the Group as a whole and our assessment of the risk of misstatement at that component. In the current 52-week
period, the range of performance materiality allocated to components was $2.3m to $5.6m (2023: $0.9m to $4.5m).
Reporting threshold
An amount below which identified misstatements are considered as being clearly trivial.
We agreed with the Audit Committee that we would report to them all uncorrected audit differences in excess of $0.4m (2023:
$0.3m), which is set at 5% of planning materiality, as well as differences below that threshold that, in our view, warranted reporting on
qualitative grounds.
We evaluate any uncorrected misstatements against both the quantitative measures of materiality discussed above and in light of
other relevant qualitative considerations in forming our opinion.
Other information
The other information comprises the information included in the Annual Report set out on pages 1 to 109, including the Strategic
Report, set out on pages 6 to 71, Corporate Governance Report, set out on pages 72 to 109, and additional information set out on
pages 159 to 161 other than the financial statements and our auditor’s report thereon. The Directors are responsible for the other
information contained within the Annual Report.
Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in
this report, we do not express any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent
with the financial statements or our knowledge obtained in the course of the audit or otherwise appears to be materially misstated.
If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise
to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there
is a material misstatement of the other information, we are required to report that fact.
We have nothing to report in this regard.
INDEPENDENT AUDITOR’S REPORT CONTINUED
To the members of 4imprint Group plc
ADDITIONAL INFORMATION
4imprint Group plc Annual Report & Accounts 2024
115
OVERVIEW STRATEGIC REPORT
FINANCIAL STATEMENTS
CORPORATE GOVERNANCE
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, the part of the Directors’ remuneration report to be audited has been properly prepared in accordance with the
Companies Act 2006.
In our opinion, based on the work undertaken in the course of the audit:
– the information given in the Strategic Report and the Directors’ Report for the financial 52-week period for which the financial
statements are prepared is consistent with the financial statements and those reports have been prepared in accordance with
applicable legal requirements;
– the information about internal control and risk management systems in relation to financial reporting processes and about share
capital structures, given in compliance with rules 7.2.5 and 7.2.6 in the Disclosure Rules and Transparency Rules sourcebook
made by the Financial Conduct Authority (the FCA Rules), is consistent with the financial statements and has been prepared in
accordance with applicable legal requirements; and
– information about the Company’s corporate governance statement and practices and about its administrative, management and
supervisory bodies and their committees complies with rules 7.2.2, 7.2.3 and 7.2.7 of the FCA Rules.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the Group and the Company and its environment obtained in the course of the
audit, we have not identified material misstatements in:
– the Strategic Report or the Directors’ Report; or
– the information about internal control and risk management systems in relation to financial reporting processes and about share
capital structures, given in compliance with rules 7.2.5 and 7.2.6 of the FCA Rules.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to
you if, in our opinion:
– adequate accounting records have not been kept by the Company, or returns adequate for our audit have not been received
from branches not visited by us; or
– the Company financial statements and the part of the Directors’ Remuneration Report to be audited are not in agreement with
the accounting records and returns; or
– certain disclosures of Directors’ remuneration specified by law are not made; or
– we have not received all the information and explanations we require for our audit; or
– a Corporate Governance Statement has not been prepared by the Company.
Corporate Governance Statement
We have reviewed the Directors’ statement in relation to going concern, longer-term viability and that part of the Corporate
Governance Statement relating to the Group and Company’s compliance with the provisions of the UK Corporate Governance Code
specified for our review by the UK Listing Rules.
Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the Corporate
Governance Statement is materially consistent with the financial statements or our knowledge obtained during the audit:
– Directors’ statement with regards to the appropriateness of adopting the going concern basis of accounting and any material
uncertainties identified set out on page 52;
– Directors’ explanation as to its assessment of the Company’s prospects, the period this assessment covers and why the period is
appropriate set out on pages 52 and 53;
– Director’s statement on whether it has a reasonable expectation that the Group will be able to continue in operation and meet its
liabilities set out on page 53;
– Directors’ statement on fair, balanced and understandable set out on page 109;
– Board’s confirmation that it has carried out a robust assessment of the emerging and principal risks set out on page 79;
– The section of the Annual Report that describes the review of effectiveness of risk management and internal control systems set
out on pages 54 to 55 and page 86; and
– The section describing the work of the Audit Committee set out on pages 83 to 86.
4imprint Group plc Annual Report & Accounts 2024
116
Responsibilities of Directors
As explained more fully in the Directors’ Responsibilities Statement set out on page 109, the Directors are responsible for the
preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the
Directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether
due to fraud or error.
In preparing the financial statements, the Directors are responsible for assessing the Group and Company’s ability to continue as a
going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the
Directors either intend to liquidate the Group or the Company or to cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance
is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a
material misstatement when it exists. 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
financialstatements.
Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our
responsibilities, outlined above, to detect irregularities, including fraud. The risk of not detecting a material misstatement due to fraud
is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery
or intentional misrepresentations, or through collusion. The extent to which our procedures are capable of detecting irregularities,
including fraud is detailed below.
However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the
Company and management.
– We obtained an understanding of the legal and regulatory frameworks that are applicable to the Group and determined that the
most significant are those that relate to the reporting framework (UK-adopted international accounting standards, Companies Act
2006, the UK Corporate Governance Code, the Listing Rules of the UK Listing Authority) and the relevant direct and indirect tax
compliance regulations in the jurisdictions in which the Group operates, notably in the US and the UK. In addition, we concluded
that there are certain laws and regulations that may have an effect on the determination of the amounts and disclosures in the
financial statements, including relating to health and safety, employees, environmental, anti-bribery and corruption practices;
– We understood how 4imprint Group plc is complying with those frameworks by making inquiries of Board members, senior
management executives, internal audit and those responsible for legal and compliance procedures. We corroborated our
inquiries through our review of Board and sub-committee minutes, papers provided to the Audit Committee and attendance at
meetings of the Audit Committee;
– We assessed the susceptibility of the Group’s financial statements to material misstatement, including how fraud might occur. In
doing so, we considered stakeholder focus and management incentive schemes in the current and next 52-week periods which
may create an incentive for management to manipulate earnings. We considered the possibility of fraud through management
override and, in response, we incorporated data analytics into our audit approach over manual journal entries, particularly
relating to revenue recognition. Where unusual results or anomalies were identified through our data analytics, we performed
additional audit procedures, including testing transactions back to source information; and
– Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations.
Our procedures involved testing manual journal entries which met our defined risk criteria based on our understanding of
the business and inquiries of the US General Counsel, Group management and senior management executives of full scope
components and components with account balances in scope for centralised audit procedures. We inspected the volume and
nature of whistleblowing incidents and any past or present pending or threatened litigation or claims against the Group.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s
website at https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
INDEPENDENT AUDITOR’S REPORT CONTINUED
To the members of 4imprint Group plc
ADDITIONAL INFORMATION
4imprint Group plc Annual Report & Accounts 2024
117
OVERVIEW STRATEGIC REPORT
FINANCIAL STATEMENTS
CORPORATE GOVERNANCE
Other matters we are required to address
– Following the recommendation by the Audit Committee, we were appointed by the Company on 22 May 2024 to audit the
financial statements for the 52-week period ending 28 December 2024 and subsequent financial periods.
– The period of total uninterrupted engagement, including previous renewals and reappointments, is six years, covering the
52-week period ended 28 December 2019 through to the 52-week period ended 28 December 2024.
– The audit opinion is consistent with the additional report to the Audit Committee.
Use of our report
This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act
2006. Our audit work has been undertaken so that we might state to the Company’s members those matters we are required to
state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume
responsibility to anyone other than the Company and the Company’s members as a body, for our audit work, for this report, or for
the opinions we have formed.
JON KILLINGLEY
SENIOR STATUTORY AUDITOR
for and on behalf of Ernst & Young LLP , Statutory Auditor
London
11 March 2025
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118
GROUP INCOME STATEMENT
for the 52 weeks ended 28 December 2024
| 2024 | 2023 | ||
| Note | $m | $m | |
Revenue | 1 | ||
Cost of sales | 2 | ( | ( |
Gross profit | |||
Operating expenses | 2 | ( | ( |
Operating profit | 1 | ||
Finance income | |||
Finance costs | ( | ( | |
Pension finance income | |||
Net finance income | 3 | ||
Profit before tax | |||
Taxation | 7 | ( | ( |
Profit for the period | |||
Cents | Cents | ||
| Earnings per share | |||
Basic | 8 | ||
Diluted | 8 |
ADDITIONAL INFORMATION
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OVERVIEW STRATEGIC REPORT
FINANCIAL STATEMENTS
CORPORATE GOVERNANCE
| 2024 | 2023 | ||
| Note | $m | $m | |
Profit for the period | |||
| Other comprehensive income | |||
| Items that may be reclassified subsequently to the income statement: | |||
Currency translation differences | 21 | ( | |
| Items that will not be reclassified subsequently to the income statement: | |||
Remeasurement losses on post-employment obligations | 6 | ( | |
Tax relating to components of other comprehensive income | 7 | ||
Other comprehensive loss for the period, net of tax | ( | ( | |
Total comprehensive income for the period, net of tax |
GROUP STATEMENT OF COMPREHENSIVE INCOME
for the 52 weeks ended 28 December 2024
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120
| 2024 | 2023 | ||
| Note | $m | $m | |
| Non-current assets | |||
Goodwill | 10 | ||
Intangible assets | 10 | ||
Property, plant and equipment | 11 | ||
Right-of-use assets | 12 | ||
Deferred tax assets | 7 | ||
Retirement benefit asset | 6 | ||
| Current assets | |||
Inventories | 13 | ||
Trade and other receivables | 14 | ||
Corporation tax debtor | |||
Other financial assets – bank deposits | 15 | ||
Cash and cash equivalents | 15 | ||
| Current liabilities | |||
Lease liabilities | 12 | ( | ( |
Trade and other payables | 16 | ( | ( |
( | ( | ||
Net current assets | |||
| Non-current liabilities | |||
Lease liabilities | 12 | ( | ( |
Deferred tax liabilities | 7 | ( | ( |
( | ( | ||
Net assets | |||
| Shareholders’ equity | |||
Share capital and share premium reserve | 20 | ||
Other reserves | 21 | ||
Retained earnings | |||
Total Shareholders’ equity |
GROUP BALANCE SHEET
at 28 December 2024
ADDITIONAL INFORMATION
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121
OVERVIEW STRATEGIC REPORT
FINANCIAL STATEMENTS
CORPORATE GOVERNANCE
| Retained earnings | ||||||
| Share | Other | |||||
| Share | premium | reserves | Own shares | Profit | Total | |
| capital | reserve | (note 21) | (note 20) | and loss | equity | |
| $m | $m | $m | $m | $m | $m | |
At 1 January 2023 | ( | |||||
Profit for the period | ||||||
| Other comprehensive income | ||||||
Currency translation differences | ||||||
| Remeasurement losses on post-employment | ||||||
obligations | ( | ( | ||||
Tax relating to components of other comprehensive income (note 7) | ||||||
Total comprehensive income | ||||||
Shares issued (note 20) | ||||||
Proceeds from options exercised | ||||||
Own shares utilised | ( | |||||
Own shares purchased | ( | ( | ||||
Share-based payment expense | ||||||
| Deferred tax relating to components of equity | ||||||
(note 7) | ||||||
Dividends (note 9) | ( | ( | ||||
At 30 December 2023 | ( | |||||
Profit for the period | ||||||
| Other comprehensive income | ||||||
Currency translation differences | ( | ( | ||||
Tax relating to components of other comprehensive income (note 7) | ||||||
Total comprehensive income | ( | |||||
Own shares utilised | ( | |||||
Own shares purchased | ( | ( | ||||
Share-based payment expense | ||||||
Dividends (note 9) | ( | ( | ||||
At | ( |
GROUP STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY
for the 52 weeks ended 28 December 2024
4imprint Group plc Annual Report & Accounts 2024
122
| 2024 | 2023 | ||
| Note | $m | $m | |
| Cash flows from operating activities | |||
Cash generated from operations | 22 | ||
Tax paid | ( | ( | |
Finance income received | |||
Lease interest | 12 | ( | ( |
Net cash generated from operating activities | |||
| Cash flows from investing activities | |||
Purchase of property, plant and equipment | ( | ( | |
Proceeds from sale of property, plant and equipment | |||
(Increase)/decrease in current asset investments – bank deposits | ( | ||
Net cash (used in)/from investing activities | ( | ||
| Cash flows from financing activities | |||
Capital element of lease payments | 12 | ( | ( |
Proceeds from issue of ordinary shares | 20 | ||
Proceeds from share options exercised | |||
Purchase of own shares | ( | ( | |
Dividends paid to Shareholders | 9 | ( | ( |
Net cash used in financing activities | ( | ( | |
Net movement in cash and cash equivalents | ( | ||
Cash and cash equivalents at beginning of the period | |||
Exchange gains on cash and cash equivalents | |||
Cash and cash equivalents at end of the period | 15 |
GROUP CASH FLOW STATEMENT
for the 52 weeks ended 28 December 2024
ADDITIONAL INFORMATION
4imprint Group plc Annual Report & Accounts 2024
123
OVERVIEW STRATEGIC REPORT
FINANCIAL STATEMENTS
CORPORATE GOVERNANCE
NOTES TO THE FINANCIAL STATEMENTS
4imprint Group plc Annual Report & Accounts 2024
124
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
ADDITIONAL INFORMATION
4imprint Group plc Annual Report & Accounts 2024
125
OVERVIEW STRATEGIC REPORT
FINANCIAL STATEMENTS
CORPORATE GOVERNANCE
FINANCIAL STATEMENTS
CORPORATE GOVERNANCE
4imprint Group plc Annual Report & Accounts 2024
126
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
ADDITIONAL INFORMATION
4imprint Group plc Annual Report & Accounts 2024
127
OVERVIEW STRATEGIC REPORT
FINANCIAL STATEMENTS
CORPORATE GOVERNANCE
FINANCIAL STATEMENTS
CORPORATE GOVERNANCE
4imprint Group plc Annual Report & Accounts 2024
128
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
ADDITIONAL INFORMATION
4imprint Group plc Annual Report & Accounts 2024
129
OVERVIEW STRATEGIC REPORT
FINANCIAL STATEMENTS
CORPORATE GOVERNANCE
FINANCIAL STATEMENTS
CORPORATE GOVERNANCE
| 2024 | 2023 | |
| Revenue | $m | $m |
North America | 1,342.7 | 1,302.6 |
UK & Ireland | 25.2 | 23.9 |
Total Group revenue | 1,367.9 | 1,326.5 |
| 2024 | 2023 | |
| Profit | $m | $m |
North America | 153.6 | 141.0 |
UK & Ireland | (0.4) | 0.2 |
Operating profit from Direct Marketing operations | 153.2 | 141.2 |
Head Office costs | (5.1) | (5.0) |
Operating profit | 148.1 | 136.2 |
Net finance income (note 3) | 6.3 | 4.5 |
Profit before tax | 154.4 | 140.7 |
| North | UK & | Head | ||
| America | Ireland | Office | Total | |
| 2024 | $m | $m | $m | $m |
Cost of sales | (915.0) | (17. 5) | – | (932.5) |
Marketing costs | (167.7) | (6.0) | – | (173.7) |
Depreciation and amortisation | (6.7) | – | (0.1) | (6.8) |
Assets | 132.4 | 3.1 | 152.0 | 287.5 |
Liabilities | (98.0) | (3.1) | (1.3) | (102.4) |
Capital expenditure | 19.6 | – | – | 19.6 |
| North | UK & | Head | ||
| America | Ireland | Office | Total | |
| 2023 | $m | $m | $m | $m |
Cost of sales | (908.0) | (16.6) | – | (924.6) |
Marketing costs | (154.9) | (5.0) | – | (159.9) |
Depreciation and amortisation | (6.4) | – | – | (6.4) |
Assets | 125.6 | 3.6 | 109.1 | 238.3 |
Liabilities | (99.8) | (2.9) | (1.1) | (103.8) |
Capital expenditure | 10.0 | – | – | 10.0 |
4imprint Group plc Annual Report & Accounts 2024
130
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
1 Segmental reporting continued
| North | All other | |||
| America | UK | countries | Total | |
| 2024 | $m | $m | $m | $m |
Total revenue by destination | 1,342.8 | 24.2 | 0.9 | 1,367.9 |
Goodwill and intangible assets | 1.3 | – | – | 1.3 |
Property, plant and equipment | 48.5 | 0.8 | – | 49.3 |
Right-of-use assets | 3.9 | 0.3 | – | 4.2 |
| North | All other | |||
| America | UK | countries | Total | |
| 2023 | $m | $m | $m | $m |
Total revenue by destination | 1,302.7 | 22.9 | 0.9 | 1,326.5 |
Goodwill and intangible assets | 1.5 | – | – | 1.5 |
Property, plant and equipment | 33.9 | 0.8 | – | 34.7 |
Right-of-use assets | 11.4 | – | – | 11.4 |
| 2024 | 2023 | ||
| Note | $m | $m | |
Cost of inventories recognised as an expense | 838.0 | 839.0 | |
Increase in provision for inventory | 13 | 0.3 | – |
Impairment loss on trade receivables | 14 | 1.3 | 2.5 |
Staff costs | 4 | 115.1 | 104.1 |
Marketing expenditure (excluding staff costs) | 164.4 | 151.7 | |
Depreciation of property, plant and equipment | 11 | 4.9 | 4.3 |
Amortisation of intangible assets | 10 | 0.2 | 0.4 |
Depreciation of right-of-use assets | 12 | 1.7 | 1.7 |
Short-term and low value operating lease payments | 12 | – | 0.3 |
Defined benefit pension plan administration costs | 6 | 0.4 | 0.7 |
Net exchange (gains)/losses | (0.2) | 0.2 | |
Other operating expenses* | 93.7 | 85.4 | |
1,219.8 | 1,190.3 | ||
Cost of sales | 932.5 | 924.6 | |
Operating expenses | 287.3 | 265.7 |
| 2024 | 2023 | |
| $m | $m | |
| Fees payable to the Company’s auditor for the audit of the Company and consolidated | ||
financial statements | 0.6 | 0.6 |
ADDITIONAL INFORMATION
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131
OVERVIEW STRATEGIC REPORT
FINANCIAL STATEMENTS
CORPORATE GOVERNANCE
FINANCIAL STATEMENTS
CORPORATE GOVERNANCE
| 2024 | 2023 | ||
| Note | $m | $m | |
Bank and other interest receivable | 6.7 | 4.7 | |
Pension finance income | 6 | – | 0.2 |
Lease interest charge | 12 | (0.4) | (0.4) |
6.3 | 4.5 |
4 Employees
| 2024 | 2023 | ||
Staff costs | Note | $m | $m |
Wages and salaries | 101.9 | 92.7 | |
Social security costs | 8.1 | 7.2 | |
Pension costs – defined contribution plans | 6 | 3.5 | 3.1 |
Share-based payments expense – equity-settled (note 5) | 1.6 | 1.1 | |
115.1 | 104.1 |
| 2024 | 2023 | |
| Average monthly number of people (including Executive Directors) employed | Number | Number |
Distribution and production | 722 | 666 |
Sales and marketing | 647 | 640 |
Administration | 285 | 262 |
1,568 |
| 2024 | 2023 | |
| Key management compensation | $m | $m |
Salaries, fees and short-term employee benefits | 1.8 | 2.3 |
Social security costs | 0.1 | 0.1 |
Share option charges | 0.2 | 0.2 |
2.1 | 2.6 |
| 2024 | 2023 | |
| Directors’ remuneration | $m | $m |
Aggregate emoluments | 1.8 | 2.3 |
4imprint Group plc Annual Report & Accounts 2024
132
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
5 Share-based payments
The Group operates share-based payment schemes which are the Long-Term Incentive Plan (LTIP), Deferred Bonus Plan (DBP,
formerly the 2015 Incentive Plan), US Employee Stock Purchase Plan (ESPP), and the UK Save As You Earn scheme (SAYE).
LTIPs
On joining the Group as CFO Designate in December 2024, Michelle Brukwicki forfeited her 2022, 2023 and 2024 long-term incentive
plan Restricted Stock Unit (RSU) and Performance Share Unit (PSU) awards from her previous employment. The Group compensated
Michelle for these awards by granting six awards of 4imprint Group plc shares that mirror the non-market performance and service
conditions, dividend entitlement rights (PSUs only) and vesting and release schedule of the forfeited awards.
The fair values of these equity-settled LTIP awards were calculated at the grant date using the assumptions below and the
Black-Scholes model.
| 2024 | |
| Grant date | 09/12/24 |
| Non-market performance conditions | |
Awards granted | 36,855 |
Weighted average fair value at grant date | £49.89 |
| Assumptions used: | |
Share price | £50.80 |
Expected award life (years) | 0.4–2.5 |
Expected dividends expressed as a dividend yield | 3.0% |
Risk-free interest rate | 4.1–4.5% |
For the RSU awards that do not have dividend entitlement rights, the historical net annual dividends paid by the Company were used
to derive an expected yield. As the awards are in the form of free shares, the fair value is not affected by the expected volatility. The
risk-free rate is based on zero coupon government bond yields with duration commensurate to the expected life of the awards.
The movements in the LTIP awards were:
| 2024 | 2023 | |
| Number of | Number of | |
| awards | awards | |
Outstanding at the start of the period | – | – |
Granted during the period | 36,855 | – |
Outstanding at the end of the period | 36,855 | – |
Deferred Bonus Plan (formerly the 2015 Incentive Plan)
Under the DBP, 50% of the annual bonus of the Chief Executive Officer, Chief Financial Officer and certain senior managers is
deferred into shares as awards of conditional shares or nil-cost options, based on the share price at 31 December of the relevant
year. The awards are made in a 42-day period following the announcement of the Group’s full-year results and will normally not be
exercisable until at least three years from the date of the grant (five years for the Executive Directors), conditional upon the person
still being in the employment of a Group company. It is expected that 6,060 awards with a total fair value of $0.4m will be granted in
2025 in respect of the 2024 bonus.
The fair values of the awards made in 2019, 2023 and 2024 are based on the share price on 31 December 2018, 31 December 2022
and 31 December 2023, respectively. The option life is between 4.25 and 6.25 years from the start of the financial year to which the
awards relate. The fair value of the expected awards to be made in 2025 will be based on the share price on 31 December 2024.
The movements in the DBP/2015 Incentive Plan awards were:
| 2024 | 2023 | |
| Number of | Number of | |
| awards | awards | |
Outstanding at the start of the period | 42,631 | 29,633 |
Granted during the period | 26,057 | 26,366 |
Exercised during the period | (22,367) | (13,368) |
Outstanding at the end of the period | 46,321 | 42,631 |
ADDITIONAL INFORMATION
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133
OVERVIEW STRATEGIC REPORT
FINANCIAL STATEMENTS
CORPORATE GOVERNANCE
FINANCIAL STATEMENTS
CORPORATE GOVERNANCE
5 Share-based payments continued
ESPP/SAYE schemes
ESPP and SAYE schemes are offered to all US and UK employees. The exercise price for ESPP and SAYE options is equal to the
market rate, less any discount up to the limit imposed by the local tax authority at the pricing date. The fair value of the options is
determined using the Black-Scholes model at the grant date using the assumptions below:
| 2023 | ||
| ESPP scheme | SAYE scheme | |
| Grant date | 04/10/23 | 21/04/23 |
Options granted | 78,982 | 11,136 |
Fair value at grant date | £13.07 | £10.93 |
| Assumptions used: | ||
Share price | £49.50 | £44.65* |
Exercise price | $51.08 | £39.90 |
Expected volatility | 30.0% | 30.0% |
Expected option life (years) | 2.2 | 3.0 |
Expected dividends expressed as a dividend yield | 2.0% | 2.0% |
Risk-free interest rate | 4.8% | 3.8% |
* Adjusted to reflect the special dividend declared shortly before the date of grant.
Expected volatility is based on the standard deviation of expected share price returns based on historical statistical analysis of
daily share prices and adjusted for any periods of extraordinary volatility. The risk-free rate is based on zero coupon government
bond yields.
The movements in and weighted average exercise price of the ESPP/SAYE options were:
2024 | 2023 | |||
| Weighted | Weighted | |||
| average | average | |||
| Number | exercise price | Number | exercise price | |
| of options | (£) | of options | (£) | |
Outstanding at the start of the period | 89,661 | 40.05 | 91,447 | 22.92 |
Granted during the period | – | – | 90,118 | 40.93 |
Forfeited during the period | (2,911) | 39.96 | (1,765) | 24.28 |
Exercised during the period | (309) | 39.96 | (89,800) | 22.21 |
Expired during the period | (3,882) | 39.96 | (339) | 36.20 |
Outstanding at the end of the period | 82,559 | 40.52 | 89,661 | 40.05 |
Exercisable at the end of the period | – | – | – | – |
ESPP/SAYE options outstanding at the end of the period were:
| 2024 | 2023 | |
| Number of | Number of | |
| Exercise prices | options | options |
£39.90 | 10,956 | 10,956 |
$51.08 | 71,603 | 78,705 |
82,559 | 89,661 | |
Weighted average share price at the date of exercise (£) | 60.50 | 44.83 |
Weighted average remaining contractual life (years) | 1.08 | 2.07 |
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134
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
6 Pensions
| 2024 | 2023 | |
| $m | $m | |
Defined contribution plans – employers’ contributions (note 4) | 3.5 | 3.1 |
| 2024 | 2023 | |
| $m | $m | |
Administration costs paid by the Plan | – | 0.5 |
Administration costs paid by the Company | 0.4 | 0.2 |
Pension finance income (note 3) | – | (0.2) |
Total defined benefit pension charge | 0.4 | 0.5 |
| 2024 | 2023 | |
| $m | $m | |
Present value of obligations | (20.9) | (23.3) |
Fair value of Plan assets | 20.9 | 23.3 |
Net retirement benefit asset | – | – |
ADDITIONAL INFORMATION
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OVERVIEW STRATEGIC REPORT
FINANCIAL STATEMENTS
CORPORATE GOVERNANCE
FINANCIAL STATEMENTS
CORPORATE GOVERNANCE
6 Pensions continued
| Present value | Fair value of | ||
| of obligations | Plan assets | Net asset | |
| $m | $m | $m | |
At 1 January 2023 | (20.3) | 21.5 | 1.2 |
Administration costs paid by the Plan | (0.5) | – | (0.5) |
Interest (expense)/income | (1.0) | 1.2 | 0.2 |
Return on Plan assets (excluding interest income and impact of buy-in policy) | – | (1.1) | (1.1) |
Remeasurement loss on buy-in policy | – | (4.6) | (4.6) |
Remeasurement losses due to changes in experience | (1.8) | – | (1.8) |
Remeasurement gains due to changes in demographic assumptions | 0.5 | – | 0.5 |
Remeasurement losses due to changes in financial assumptions | (0.5) | – | (0.5) |
Contributions by employer | – | 6.5 | 6.5 |
Benefits paid | 1.4 | (1.4) | – |
Exchange (loss)/gain | (1.1) | 1.2 | 0.1 |
At 30 December 2023 | (23.3) | 23.3 | – |
Interest (expense)/income | (1.0) | 1.0 | – |
Return on Plan assets (excluding interest income) | – | (2.2) | (2.2) |
Remeasurement gains due to changes in experience | 0.1 | – | 0.1 |
Remeasurement losses due to changes in demographic assumptions | (0.1) | – | (0.1) |
Remeasurement gains due to changes in financial assumptions | 2.2 | – | 2.2 |
Benefits paid | 1.0 | (1.0) | – |
Exchange gain/(loss) | 0.2 | (0.2) | – |
At 28 December 2024 | (20.9) | 20.9 | – |
2024 | 2023 | |||
$m | % | $m | % | |
Buy-in policy | 20.6 | 98.5 | 22.8 | 97.9 |
Cash | 0.3 | 1.5 | 0.5 | 2.1 |
20.9 | 100.0 | 23.3 | 100.0 |
4imprint Group plc Annual Report & Accounts 2024
136
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
6 Pensions continued
| 2024 | 2023 | ||
| % | % | ||
Rate of increase in pensions in payment | 3.08 | 2.97 | |
Rate of increase in deferred pensions | 2.51 | 2.37 | |
Discount rate | 5.52 | 4.57 | |
Inflation assumption | – RPI | 3.21 | 3.07 |
– CPI | 2.51 | 2.37 |
| 2024 | 2023 | |
| Years | Years | |
Male currently aged 45 | 21.9 | 21.9 |
Female currently aged 45 | 23.9 | 24.0 |
Male currently aged 65 | 20.6 | 20.7 |
Female currently aged 65 | 22.5 | 22.5 |
Change in assumption | Change in defined benefit obligation | |
Discount rate | Decrease of 1.0% | +11.6% |
Rate of inflation | Increase of 1.0% | +4.6% |
Rate of mortality | Increase in life expectancy of one year | +3.0% |
ADDITIONAL INFORMATION
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OVERVIEW STRATEGIC REPORT
FINANCIAL STATEMENTS
CORPORATE GOVERNANCE
FINANCIAL STATEMENTS
CORPORATE GOVERNANCE
7 Taxation
Taxation recognised in the income statement is as follows:
| 2024 | 2023 | |
| $m | $m | |
| Current tax | ||
UK tax | – | 2.0 |
Overseas tax | 35.8 | 32.1 |
Total current tax | 35.8 | 34.1 |
| Deferred tax | ||
Origination and reversal of temporary differences | 1.4 | 0.4 |
Total deferred tax | 1.4 | 0.4 |
Taxation | 37.2 | 34.5 |
The tax for the period is different to the standard rate of corporation tax in the respective countries of operation. The differences are
explained below:
| 2024 | 2023 | |
| $m | $m | |
Profit before tax | 154.4 | 140.7 |
| Profit before tax for each country of operation multiplied by rate of corporation tax | ||
applicable in the respective countries | 37.7 | 34.6 |
| Effects of: | ||
Expenses not deductible for tax and non-taxable income | (0.2) | (0.1) |
UK tax losses (utilised)/generated in the period | (0.8) | 0.9 |
UK tax losses recognised for deferred tax | 0.6 | (0.4) |
Other differences | (0.1) | (0.5) |
Taxation | 37.2 | 34.5 |
UK tax losses recognised for deferred tax relates to changes to the deferred tax asset in respect of brought forward UK tax losses
which are forecast to be utilised against UK taxable profits over the next three years.
Management does not consider that there are any material uncertain tax positions.
On 20 June 2023 the UK Finance Bill was substantively enacted in the UK, including legislation to implement the OECD Pillar Two
income taxes for periods beginning on or after 31 December 2023. The legislation includes an income inclusion rule and a domestic
minimum tax, which together are designed to ensure a minimum effective tax rate of 15% in each country in which the Group
operates. Similar legislation is being enacted by other governments around the world. The Group has applied the mandatory
temporary exception in the Amendments to IAS 12 issued in May 2023 and endorsed in July 2023, and has neither recognised nor
disclosed information about deferred tax assets or liabilities relating to Pillar Two income taxes and there is no current tax impact on
the financial statements for 2024.
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NOTES TO THE FINANCIAL STATEMENTS CONTINUED
7 Taxation continued
Income tax credited to other comprehensive income is as follows:
| 2024 | 2023 | |
| $m | $m | |
Current tax relating to post-employment obligations | – | 2.0 |
Deferred tax relating to post-employment obligations | – | (0.7) |
Deferred tax relating to UK tax losses | 0.4 | 1.0 |
0.4 | 2.3 |
Income tax credited to equity is as follows:
| 2024 | 2023 | |
| $m | $m | |
Deferred tax relating to UK tax losses | 0.1 | 0.2 |
Deferred tax relating to share-based payment schemes | (0.1) | – |
– | 0.2 |
| Depreciation/ | Net tax | ||||
| capital | UK tax | assets/ | |||
| allowances | Pension | losses | Other | (liabilities) | |
| $m | $m | $m | $m | $m | |
At 1 January 2023 | (3.0) | 0.2 | 2.2 | 2.6 | 2.0 |
(Charge)/credit to income statement | (0.6) | 0.4 | 0.4 | (0.6) | (0.4) |
(Charge)/credit to other comprehensive income | – | (0.7) | 1.0 | – | 0.3 |
Credit to equity | – | – | 0.2 | – | 0.2 |
Exchange differences | – | 0.1 | – | – | 0.1 |
At 30 December 2023 | (3.6) | – | 3.8 | 2.0 | 2.2 |
Charge to income statement | (0.4) | – | (0.9) | (0.1) | (1.4) |
Credit to other comprehensive income | – | – | 0.4 | – | 0.4 |
Credit/(charge) to equity | – | – | 0.1 | (0.1) | – |
Exchange differences | – | – | (0.1) | – | (0.1) |
At 28 December 2024 | (4.0) | – | 3.3 | 1.8 | 1.1 |
| 2024 | 2023 | |
| $m | $m | |
Deferred tax assets | 3.2 | 3.8 |
Deferred tax liabilities | (2.1) | (1.6) |
1.1 | 2.2 |
ADDITIONAL INFORMATION
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OVERVIEW STRATEGIC REPORT
FINANCIAL STATEMENTS
CORPORATE GOVERNANCE
FINANCIAL STATEMENTS
CORPORATE GOVERNANCE
7 Taxation continued
8 Earnings per share
Basic earnings per share is calculated by dividing the profit for the period by the weighted average number of shares in issue during
the period, excluding shares held by the EBT. The effect of excluding shares held by the EBT is to reduce the average number by
17,289 (2023: 18,008).
Diluted earnings per share is calculated by adjusting the weighted average number of shares to assume the conversion of all
potentially dilutive ordinary shares. Shares that are expected to be issued at a price below the market price of the Company’s
ordinary shares under the share-based payment schemes are potentially dilutive.
| 2024 | 2023 | |
| Number | Number | |
| ‘000 | ‘000 | |
Weighted average number of shares | 28,155 | 28,105 |
Dilutive effect of share-based payments | 65 | 66 |
Diluted weighted average number of shares | 28,220 | 28,171 |
Basic earnings per share | 416.3c | 377.9 c |
Diluted earnings per share | 415.3c | 377.0c |
9 Dividends
| 2024 | 2023 | ||
| Equity dividends – ordinary shares | $m | $m | |
Interim paid: | 80.0c (2023: 65.0c) | 23.4 | 17.8 |
Final paid: | 150.0c (2023: 120.0c) | 42.1 | 34.9 |
Special paid: | Nil (2023: 200.0c) | – | 58.1 |
65.5 | 110.8 |
The Directors are proposing a final regular dividend in respect of the period ended 28 December 2024 of 160.0c per share and a
special dividend of 250.0c per share; an estimated payment amount of $115.5m. Subject to Shareholder approval at the AGM, these
dividends will be paid on 3 June 2025 to Shareholders registered on 2 May 2025. These financial statements do not reflect these
proposed dividends.
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NOTES TO THE FINANCIAL STATEMENTS CONTINUED
| Computer | |||
| Goodwill | software | Total | |
| $m | $m | $m | |
| Cost | |||
At 1 January 2023 | 1.0 | 2.5 | 3.5 |
Disposals | – | (0.6) | (0.6) |
At 30 December 2023 | 1.0 | 1.9 | 2.9 |
Disposals | – | (0.4) | (0.4) |
At 28 December 2024 | 1.0 | 1.5 | 2.5 |
| Amortisation | |||
At 1 January 2023 | – | 1.5 | 1.5 |
Charge for the period | – | 0.4 | 0.4 |
Disposals | – | (0.6) | (0.6) |
Exchange differences | – | 0.1 | 0.1 |
At 30 December 2023 | – | 1.4 | 1.4 |
Charge for the period | – | 0.2 | 0.2 |
Disposals | – | (0.4) | (0.4) |
At 28 December 2024 | – | 1.2 | 1.2 |
| Net book value | |||
At 28 December 2024 | 1.0 | 0.3 | 1.3 |
At 30 December 2023 | 1.0 | 0.5 | 1.5 |
ADDITIONAL INFORMATION
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OVERVIEW STRATEGIC REPORT
FINANCIAL STATEMENTS
CORPORATE GOVERNANCE
FINANCIAL STATEMENTS
CORPORATE GOVERNANCE
11 Property, plant and equipment
| Plant, | ||||
| machinery, | ||||
| Land and | fixtures & | Computer | ||
| buildings | fittings | hardware | Total | |
| $m | $m | $m | $m | |
| Cost | ||||
At 1 January 2023 | 21.6 | 26.1 | 3.0 | 50.7 |
Additions | 3.9 | 5.3 | 0.8 | 10.0 |
Disposals | – | (1.4) | (0.2) | (1.6) |
Reclassification | (0.6) | 0.6 | – | – |
At 30 December 2023 | 24.9 | 30.6 | 3.6 | 59.1 |
Additions | 14.5 | 4.2 | 0.9 | 19.6 |
Disposals | (0.1) | (1.4) | (0.4) | (1.9) |
At 28 December 2024 | 39.3 | 33.4 | 4.1 | 76.8 |
| Depreciation | ||||
At 1 January 2023 | 4.3 | 15.4 | 1.8 | 21.5 |
Charge for the period | 0.7 | 2.8 | 0.8 | 4.3 |
Disposals | – | (1.1) | (0.2) | (1.3) |
Exchange differences | – | – | (0.1) | (0.1) |
At 30 December 2023 | 5.0 | 17.1 | 2.3 | 24.4 |
Charge for the period | 0.9 | 3.2 | 0.8 | 4.9 |
Disposals | (0.1) | (1.3) | (0.4) | (1.8) |
At 28 December 2024 | 5.8 | 19.0 | 2.7 | 27.5 |
| Net book value | ||||
At 28 December 2024 | 33.5 | 14.4 | 1.4 | 49.3 |
At 30 December 2023 | 19.9 | 13.5 | 1.3 | 34.7 |
Freehold land with a value of $1.3m (2023: $1.3m) has not been depreciated. The carrying amount of land and buildings includes
assets under construction of $0.1m (2023: $3.8m).
Impairment review
IAS 36 ‘Impairment of Assets’ requires an assessment at each reporting date of whether there is any indication that an asset may
be impaired (see note 10 for details on the impairment testing of goodwill). For the purposes of impairment testing, the Group is
considered to have two cash-generating units (CGUs), being the US and UK businesses.
The assessment of the US CGU did not identify any indicators of impairment (the US CGU has delivered another strong financial
performance in difficult market conditions in 2024). A small operating loss and net cash outflow reported by the UK CGU for 2024
were considered potential indicators of impairment. A full impairment review was therefore undertaken covering all the UK CGU’s
assets within the scope of IAS 36, including property, plant and equipment, and intangible assets. With the principal asset of the
UK CGU comprising a freehold office building, the recoverable amount for the UK CGU was determined on a fair value less costs of
disposal basis. The fair value less costs of disposal of the UK CGU’s assets, supported by an independent valuation commissioned for
the office building, exceeded their carrying value and therefore no impairment was identified.
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142
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
12 Leases
The Group leases premises in Oshkosh and Appleton, Wisconsin, and in London, England. In addition, there are various items of
machinery on short-term leases and some office equipment with low value. The Group applies the IFRS 16 exemptions for short-term
and low-value leases. No leases contain variable payment terms.
The lease for office premises in Oshkosh was renewed in 2020 until 30 September 2025 and included an option to extend the
lease over the same office space for a further five years to 30 September 2030. During the period, an amendment to the lease was
signed, replacing the five-year option with five separate one-year options, with notices of intent to exercise to be given no later than
31 March preceding the then current lease term expiration date. In consideration of these amendments, the Group exercised its
option to renew the lease for the first one-year extension period of 1 October 2025 through 30 September 2026.
In accordance with IFRS 16, the Group has reassessed the lease term to reflect the change to the non-cancellable period of the lease
(following the exercise of the first one-year option) and the revised structure of the option over the extension period. In reassessing
the likelihood of exercising the further options to extend the lease, the Group concluded that it is no longer reasonably certain that
it would renew the lease beyond the end of the revised non-cancellable period (30 September 2026). This reflects the diminished
demand for a footprint as large as the current leased space following the post-pandemic shift towards working from home; the
increased options for alternative sites given the reduced space requirements; and the potential to relocate to the nearby Oshkosh
distribution centre following the completion of the recent extension project.
The lease liability has been remeasured for the new lease term to 30 September 2026 using a revised discount rate based upon the
incremental cost of borrowing for a similar term and asset obtained from the Group’s US bankers. This resulted in a reduction to
the lease liability at 1 November 2024 (the date of the lease amendment) and corresponding adjustment to the right-of-use asset
of $5.9m. The adjusted carrying value of the right-of-use asset will be depreciated on a straight-line basis over the period of the
determined lease term. The undiscounted potential future rental payments relating to the periods covered by extension options that
are not included in the lease term (and therefore lease liability) total $6.5m (2023: $nil).
Set out below are the carrying amounts of right-of-use assets recognised and the movements during the period:
| Leasehold land | |
| and buildings | |
| $m | |
At 1 January 2023 | 13.1 |
Depreciation charge for the period | (1.7) |
At 30 December 2023 | 11.4 |
Additions | 0.4 |
Remeasurement of lease liability | (5.9) |
Depreciation charge for the period | (1.7) |
At 28 December 2024 | 4.2 |
See note 11 for details of the impairment review undertaken for the Group’s non-current assets.
Set out below are the carrying amounts of lease liabilities and the movements during the period:
| 2024 | 2023 | |
| $m | $m | |
At start of period | 12.3 | 13.7 |
Additions | 0.4 | – |
Remeasurement of lease liability | (5.9) | – |
Interest charge | 0.4 | 0.4 |
Payments | (1.9) | (1.8) |
At end of period | 5.3 | 12.3 |
Current | 1.9 | 1.4 |
Non-current | 3.4 | 10.9 |
The maturity analysis of lease commitments is disclosed in note 18.
ADDITIONAL INFORMATION
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OVERVIEW STRATEGIC REPORT
FINANCIAL STATEMENTS
CORPORATE GOVERNANCE
FINANCIAL STATEMENTS
CORPORATE GOVERNANCE
12 Leases continued
Set out below are the total cash outflows for leases:
| 2024 | 2023 | |
| $m | $m | |
| Included in cash flows from operating activities | ||
Expense relating to short-term leases | – | 0.2 |
Expense relating to leases of low-value assets, excluding short-term leases of low-value assets | – | 0.1 |
Lease interest | 0.4 | 0.4 |
| Included in cash flows from financing activities | ||
Capital element of lease payments | 1.5 | 1.4 |
1.9 | 2.1 |
13 Inventories
| 2024 | 2023 | |
| $m | $m | |
Finished goods and goods for resale | 17.1 | 13.6 |
The inventories balance includes $9.7m (2023: $8.6m) of goods in transit to customers at the balance sheet date. Provisions held
against inventory total $0.4m (2023: $0.1m). The nominal provisions reflect the minimal levels of inventory held under the ‘drop-ship’
business model, the generic nature of items held and consistently high levels of inventory turnover.
The amount of inventory charged to the income statement is shown in note 2.
| 2024 | 2023 | |
| $m | $m | |
Trade receivables – gross | 42.4 | 46.0 |
Provision for credits | (2.1) | (2.2) |
Provision for impairment of trade receivables | (1.3) | (2.6) |
Trade receivables – net | 39.0 | 41.2 |
Other receivables | 17.7 | 18.1 |
Prepayments | 7.7 | 9.1 |
64.4 | 68.4 |
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144
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
14 Trade and other receivables continued
| 2024 | 2023 | |
| Time past due date | $m | $m |
Up to 3 months | 10.8 | 10.2 |
3 to 6 months | 0.7 | 3.1 |
Over 6 months | 0.1 | 1.2 |
11.6 | 14.5 |
| 2024 | 2023 | |
| Time past due date | $m | $m |
Current | 0.6 | 0.6 |
Up to 3 months | 0.6 | 0.6 |
3 to 6 months | 0.1 | 0.6 |
Over 6 months | – | 0.8 |
1.3 | 2.6 |
2024 | 2023 | |||
| Amount | Provision | Amount | Provision | |
| Age of trade receivable | $m | % | $m | % |
Current | 28.0 | 2 .1 | 27.3 | 2.2 |
31 – 60 days | 8.9 | 4.5 | 7.4 | 4.1 |
61 – 90 days | 2.5 | 8.0 | 3.4 | 8.8 |
91 – 180 days | 0.8 | 12.5 | 3.7 | 16.2 |
181 – 365 days | 0.1 | – | 1.9 | 36.8 |
Over 365 days | – | – | 0.1 | 100.0 |
| 2024 | 2023 | |
| $m | $m | |
Sterling | 2.9 | 3.2 |
US dollars | 59.5 | 61.7 |
Canadian dollars | 2.0 | 3.5 |
64.4 | 68.4 |
| 2024 | 2023 | |
| $m | $m | |
At start of period | 2.6 | 4.8 |
Utilised | (2.6) | (4.7) |
Provided | 1.3 | 2.5 |
At end of period | 1.3 | 2.6 |
ADDITIONAL INFORMATION
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OVERVIEW STRATEGIC REPORT
FINANCIAL STATEMENTS
CORPORATE GOVERNANCE
FINANCIAL STATEMENTS
CORPORATE GOVERNANCE
| 2024 | 2023 | |
| $m | $m | |
Other financial assets – bank deposits | 94.3 | 14.0 |
| 2024 | 2023 | |
| $m | $m | |
Cash at bank and in hand | 53.3 | 90.5 |
| 2024 | 2023 | |
| $m | $m | |
Trade payables | 69.5 | 65.3 |
Other tax and social security payable | 4.3 | 5.0 |
Other payables | 0.5 | 0.3 |
Contract liabilities | 6.9 | 6.9 |
Accruals | 13.8 | 12.4 |
95.0 | 89.9 |
| 2024 | 2023 | |
| Borrowing facilities | $m | $m |
Expiring in more than one year | 20.0 | 20.0 |
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146
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
18 Financial risk management
The Group’s activities expose it to a variety of financial risks, including currency risk, credit risk, liquidity risk and capital risk.
| 2024 | 2023 | |
| $m | $m | |
| Financial assets at amortised cost | ||
Trade and other receivables (excluding prepayments) (note 14) | 56.7 | 59.3 |
Other financial assets – bank deposits (note 15) | 94.3 | 14.0 |
Cash and cash equivalents (note 15) | 53.3 | 90.5 |
| Financial liabilities at amortised cost | ||
Trade and other payables (excluding non-financial liabilities) (note 16) | (88.1) | (83.0) |
| 2024 | 2024 | 2023 | 2023 | |
| Rating | Deposit | Rating | Deposit | |
| $m | $m | |||
Lloyds Bank plc | Aa3 | 98.3 | Aa3 | 20.3 |
JPMorgan Chase Bank, N.A. | Aa1 | 49.3 | Aa1 | 84.2 |
147.6 | 104.5 |
ADDITIONAL INFORMATION
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OVERVIEW STRATEGIC REPORT
FINANCIAL STATEMENTS
CORPORATE GOVERNANCE
FINANCIAL STATEMENTS
CORPORATE GOVERNANCE
18 Financial risk management continued
| 2024 | 2023 | |
| $m | $m | |
Due within one year | 2.1 | 1.8 |
Due in two to three years | 2.0 | 3.8 |
Due in four to five years | 0.7 | 4.0 |
Due over five years | 1.0 | 4.3 |
5.8 | 13.9 |
| Share premium | ||||
| Number of | Share capital | reserve | Total | |
| shares | $m | $m | $m | |
Issued and fully paid ordinary shares of 38 6 / 13 p each: | ||||
At 1 January 2023 | 28,085,530 | 18.8 | 68.5 | 87.3 |
Issue to settle employee share scheme options | 87,000 | 0.1 | 2.3 | 2.4 |
At 28 December 2024 and at 30 December 2023 | 28,172,530 | 18.9 | 70.8 | 89.7 |
4imprint Group plc Annual Report & Accounts 2024
148
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
| Capital | Cumulative | ||
| redemption | translation | ||
| reserve | differences | Total | |
| $m | $m | $m | |
At 1 January 2023 | 0.4 | 4.0 | 4.4 |
Currency translation differences | – | 1.4 | 1.4 |
At 30 December 2023 | 0.4 | 5.4 | 5.8 |
Currency translation differences | – | (1.1) | (1.1) |
At 28 December 2024 | 0.4 | 4.3 | 4.7 |
22 Cash generated from operations
| 2024 | 2023 | |
| $m | $m | |
Profit before tax | 154.4 | 140.7 |
| Adjustments for: | ||
Depreciation of property, plant and equipment | 4.9 | 4.3 |
Amortisation of intangible assets | 0.2 | 0.4 |
Depreciation of right-of-use assets | 1.7 | 1.7 |
Share-based payments expense | 1.6 | 1.1 |
Net finance income | (6.3) | (4.5) |
Defined benefit pension administration costs paid by the Plan | – | 0.5 |
Contributions to defined benefit pension Plan | – | (6.5) |
| Changes in working capital: | ||
(Increase)/decrease in inventories | (3.5) | 4.5 |
Decrease in trade and other receivables | 3.8 | 20.0 |
Increase in trade and other payables | 5.3 | 4.7 |
Cash generated from operations | 162.1 | 166.9 |
ADDITIONAL INFORMATION
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OVERVIEW STRATEGIC REPORT
FINANCIAL STATEMENTS
CORPORATE GOVERNANCE
Note
2024
£m
2023
£m
Non-current assets
Right-of-use assets 0.2 –
Investments C 106.0 105.0
Deferred tax assets D 2.1 2.3
Retirement benefit asset B – –
Other receivables E 253.1 251.4
361.4 358.7
Current assets
Other receivables E 1.0 0.8
Other financial assets – bank deposits 75.0 11.0
Cash and cash equivalents 2.9 4.7
78.9 16.5
Current liabilities
Lease liabilities (0.2) –
Other payables (0.9) (0.7)
(1.1) (0.7)
Net current assets 77.8 15.8
Non-current liabilities
Amounts due to subsidiary companies F (127.2) (125.5)
Net assets 312.0 249.0
Shareholders’ equity
Share capital and share premium reserve H 51.2 51.2
Capital redemption reserve 0.2 0.2
Retained earnings 260.6 197.6
Total equity 312.0 249.0
Company’s income statement
Under section 408 of the Companies Act 2006, an income statement for the Company is not presented. Profit after tax and before
external dividends paid for the period of £113.5 m (2023: £74.2m) is included in the retained earnings of the Company.
The financial statements on pages 149 to 158 were approved by the Board of Directors on 11 March 2025 and were signed on its
behalf by:
KEVIN LYONS-TARR DAVID SEEKINGS
CHIEF EXECUTIVE OFFICER CHIEF FINANCIAL OFFICER
COMPANY BALANCE SHEET
at 28 December 2024
4imprint Group plc Annual Report & Accounts 2024
150
Retained earnings
Share
capital
£m
Share
premium
reserve
£m
Capital
redemption
reserve
£m
Own
shares
(note H)
£m
Profit and
loss*
£m
Total
equity
£m
At 1 January 2023 10.8 38.6 0.2 (0.7) 216.6 265.5
Profit for the period 74.2 74.2
Other comprehensive income
Remeasurement losses on
post-employmentobligations (6.0) (6.0)
Tax relating to components of other
comprehensiveincome (note D) 1.8 1.8
Total comprehensive income 70.0 70.0
Shares issued (note H) 1.8 1.8
Proceeds from options exercised 0.1 0.1
Own shares utilised 0.5 (0.5) –
Own shares purchased (0.8) (0.8)
Share-based payment expense 0.1 0.1
Capital instrument granted to subsidiary 0.7 0.7
Deferred tax relating to components of
equity(noteD) 0.1 0.1
Dividends (88.5) (88.5)
At 30 December 2023 10.8 40.4 0.2 (1.0) 198.6 249.0
Profit for the period 113.5 113.5
Other comprehensive income
Tax relating to components of other
comprehensiveincome (note D) 0.3 0.3
Total comprehensive income 113.8 113.8
Own shares utilised 1.0 (1.0) –
Own shares purchased (1.5) (1.5)
Share-based payment expense 0.2 0.2
Capital instrument granted to subsidiary 1.1 1.1
Dividends (50.6) (50.6)
At 28 December 2024 10.8 40.4 0.2 (1.5) 262 .1 312.0
* See note I.
COMPANY STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY
for the 52 weeks ended 28 December 2024
ADDITIONAL INFORMATION
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OVERVIEW STRATEGIC REPORT
FINANCIAL STATEMENTS
CORPORATE GOVERNANCE
Note
2024
£m
2023
£m
Cash flows from operating activities
Cash used in operations J (3.1) (8.8)
Finance income received 11.8 12.1
Finance costs paid (6.3) (6.5)
Net cash generated from / (used in) operating activities 2.4 (3.2)
Cash flows from investing activities
Dividends received 111.8 72.7
Return of capital contributions 0.1 0.9
(Increase)/decrease in current asset investments – bank deposits (64.0) 18.0
Net cash from investing activities 47.9 91.6
Cash flows from financing activities
Proceeds from issue of ordinary shares H – 1.8
Proceeds from share options exercised – 0.1
Purchases of own shares (1.5) (0.8)
Dividends paid to Shareholders (50.6) (88.5)
Net cash used in financing activities (52.1) (87.4)
Net movement in cash and cash equivalents (1.8) 1.0
Cash and cash equivalents at beginning of the period 4.7 3.7
Cash and cash equivalents at end of the period 2.9 4.7
COMPANY CASH FLOW STATEMENT
for the 52 weeks ended 28 December 2024
4imprint Group plc Annual Report & Accounts 2024
152
NOTES TO THE COMPANY’S FINANCIAL STATEMENTS
General information
4imprint Group plc, registered number 177991, is a public limited company incorporated in England and Wales, domiciled in the UK
and listed on the London Stock Exchange. Its registered office is 25 Southampton Buildings, London WC2A 1AL. The Company is the
ultimate holding company for the Group.
The Company’s financial statements are presented in Sterling and rounded to £0.1m.
Basis of preparation
The financial statements have been prepared on a going concern basis (see Going concern in the Basis of preparation section
of the Group financial statements for further information), under the historical cost convention in accordance with UK-adopted
International Accounting Standards.
New accounting standards, amendments or revisions to existing standards or interpretations applicable for the first time in this
reporting period have not had a material impact on the Company’s results or balance sheet. Following the application of the
mandatory temporary exception included in the Amendments to IAS 12 in the prior year, the Company has completed its assessment
confirming that the impact of Pillar Two income taxes for 2024 is not material.
Environmental risks
In preparing the financial statements, management has considered the impact of environmental risks. Whilst the impact of
environmental risks is still developing and therefore all possible future outcomes are uncertain, risks known to the Company
have been considered in forming judgments, estimates and assumptions and in assessing going concern and viability. These
considerations did not have a material impact on the financial statements.
Estimates and judgments
The preparation of the financial statements requires management to make judgments and estimates that affect the application
of accounting policies, the amounts reported for assets and liabilities as at the balance sheet date and the amounts reported for
revenues and expenses during the year.
Critical accounting judgments are those judgments, apart from those involving estimations, that have been made in the process
of applying the Company’s accounting policies and that have the most significant effect on the amounts recognised in the financial
statements. Key assumptions and sources of estimation uncertainty are those that have a significant risk of resulting in a material
adjustment to the carrying amounts of the Company’s assets and liabilities within the next financial year.
Management does not consider there to be any critical accounting judgments or key assumptions and sources of estimation
uncertainty.
Other areas of judgment and accounting estimates
Other areas of judgment and accounting estimates made in preparing the financial statements include the determination of
appropriate probability of default, loss given default, and exposure at default inputs to assess amounts due from subsidiary
companies for expected credit losses (refer to note E).
Material accounting policy information
The material accounting policies adopted in the preparation of these financial statements are the same as those adopted in the
Group financial statements, except for the investments and amounts due from subsidiary companies’ policies noted below. These
policies have been consistently applied to all the periods presented.
Investments
Investments in subsidiaries are stated at cost. Impairment reviews are carried out if there is some indication that the carrying value
of the investments may have been impaired. Where, in the opinion of the Directors, an impairment of the investment has arisen,
provisions are made in accordance with IAS 36 ‘Impairment of Assets’.
Amounts due from subsidiary companies
Amounts due from subsidiary companies are assessed for expected credit losses on a general basis under IFRS 9 ‘Financial
Instruments’. Where required, the Company recognises a provision on this basis reflecting either the lifetime or twelve-month
expected credit loss dependent on the change in credit risk since initial recognition of the financial asset. The amount of the
provision, and any changes, are recognised in the income statement. Amounts due from subsidiary companies are discounted when
the time value of money is considered material.
ADDITIONAL INFORMATION
4imprint Group plc Annual Report & Accounts 2024
153
OVERVIEW STRATEGIC REPORT
FINANCIAL STATEMENTS
CORPORATE GOVERNANCE
FINANCIAL STATEMENTS
CORPORATE GOVERNANCE
A. Employees
Staff costs
2024
£m
2023
£m
Wages and salaries 1.1 1.1
Social security costs 0.2 0.2
Share option charges 0.2 0.1
1.5 1.4
The average number of people employed by the Company during the period was six (2023: five).
B. Pensions
Full details of the Group’s employee pension plans are contained in note 6 of the Group financial statements. The amount recognised
in the balance sheet represents the net asset in respect of the closed defined benefit pension plan (the “Plan”).
The amount recognised in the balance sheet comprises:
2024
£m
2023
£m
Present value of obligations (16.6) (18.4)
Fair value of Plan assets 16.6 18.4
Net retirement benefit asset – –
Changes in the present value of the net retirement benefit asset are as follows:
Present value
of obligations
£m
Fair value of
Plan assets
£m
Net asset
£m
At 1 January 2023 (16.9) 17.9 1.0
Administration costs paid by the Plan (0.4) – (0.4)
Interest (expense)/income (0.8) 1.0 0.2
Return on Plan assets (excluding interest income and impact of buy-in policy) – (0.9) (0.9)
Remeasurement loss on buy-in policy – (3.7) (3.7)
Remeasurement losses due to changes in experience (1.5) – (1.5)
Remeasurement gains due to changes in demographic assumptions 0.4 – 0.4
Remeasurement losses due to changes in financial assumptions (0.3) – (0.3)
Contributions by employer – 5.2 5.2
Benefits paid 1.1 (1.1) –
At 30 December 2023 (18.4) 18.4 –
Interest (expense)/income (0.8) 0.8 –
Return on Plan assets (excluding interest income) – (1.8)
(1.8)
Remeasurement gains due to changes in experience 0.1 – 0.1
Remeasurement gains due to changes in financial assumptions 1.7 –
1.7
Benefits paid 0.8 (0.8) –
At 28 December 2024 (16.6) 16.6 –
4imprint Group plc Annual Report & Accounts 2024
154
NOTES TO THE COMPANY’S FINANCIAL STATEMENTS CONTINUED
C. Investments
Shares in subsidiary undertakings
2024
£m
2023
£m
At start of period 105.0 105.2
Capital contribution repaid by subsidiary undertaking (0.1) (0.9)
Capital contribution to subsidiary undertaking 1.1 0.7
At end of period 106.0 105.0
The capital contribution represents IFRS 2 ‘Share-based Payments’ charges in respect of subsidiaries which will not be recharged until
the awards/options vest.
Subsidiary undertakings
The subsidiaries at 28 December 2024 are set out below. All subsidiaries are wholly owned and have ordinary share capital only,
apart from 4imprint USA Limited which also has preference shares.
Company Country of incorporation and operation Business
4imprint, Inc. USA Promotional products
4imprint Direct Limited England Promotional products
4imprint UK Holdings Limited England Holding company
4imprint USA Limited England Holding company
4imprint North America Limited England Dormant
4imprint US Group Inc. USA Holding company
4imprint Limited England Dormant
Cavendish Place Newco No.1 Limited England Dormant
The dormant companies are exempt from statutory audit. There is no requirement in the USA for statutory audits of the
USsubsidiaries.
The registered address of all subsidiaries registered in England is 25 Southampton Buildings, London WC2A 1AL, UK. The registered
address of 4imprint, Inc. is 101 Commerce Street, Oshkosh, WI 54901, USA and of 4imprint US Group Inc. is 103 Foulk Road,
Suite202, Wilmington, DE 19803, USA.
Impairment review
IAS 36 ‘Impairment of Assets’ requires an assessment at each reporting date of whether there is any indication that an asset may
be impaired. The Company’s investments in subsidiary undertakings are supported by the cash flows of the US trading entity,
4imprint,Inc.
An assessment of the US trading entity did not identify any indicators of impairment (the US CGU has delivered another strong
financial performance in difficult market conditions in 2024) and, accordingly, no indicator-based impairment testing has
beenundertaken.
ADDITIONAL INFORMATION
4imprint Group plc Annual Report & Accounts 2024
155
OVERVIEW STRATEGIC REPORT
FINANCIAL STATEMENTS
CORPORATE GOVERNANCE
FINANCIAL STATEMENTS
CORPORATE GOVERNANCE
D. Taxation
Income tax credited to other comprehensive income is as follows:
2024
£m
2023
£m
Current tax relating to post-employment obligations – 1.6
Deferred tax relating to components of other comprehensive income 0.3 0.2
0.3 1.8
Movement in deferred tax assets
Pension
£m
UK tax
losses
£m
Net tax
assets
£m
At 1 January 2023 0.2 1.1 1.3
Credit to income statement 0.4 0.3 0.7
(Charge)/credit to other comprehensive income (0.6) 0.8 0.2
Credit to equity – 0.1 0.1
At 30 December 2023 – 2.3 2.3
Charge to income statement – (0.5)
(0.5)
Credit to other comprehensive income – 0.3 0.3
At 28 December 2024 – 2.1
2.1
Deferred tax at 28 December 2024 has been calculated at a tax rate of 25% (30 December 2023: 25%).
4imprint Group plc Annual Report & Accounts 2024
156
NOTES TO THE COMPANY’S FINANCIAL STATEMENTS CONTINUED
E. Other receivables
2024
£m
2023
£m
Trading amounts due from subsidiary companies 0.4 0.5
Loans due from subsidiary companies 253.1 251.4
Total amount due from subsidiary companies 253.5 251.9
Other receivables 0.2 0.1
Prepayments and accrued income 0.4 0.2
Total other receivables 254.1 252.2
Current 1.0 0.8
Non-current 253.1 251.4
Trading amounts due from subsidiary companies are repayable on demand and are non-interest bearing.
The movements in the loans due from subsidiary companies are as follows:
£m
At 1 January 2023 258.8
Exchange movement (7.4)
At 30 December 2023 251.4
Exchange movement 1.7
At 28 December 2024 253.1
The Company’s loans due from and to subsidiary companies (see note F for details of loans due to subsidiary companies) are based
on market terms and form part of the wider financing structure of the Group, the purpose of which is to maintain the gearing of the
Group’s US subgroup at an appropriate level, facilitate the repatriation of cash from the US to the UK, and manage cash flow volatility
arising from the taxation of foreign exchange movements.
Loans due from subsidiary companies of £253.1m (2023: £251.4m) include a 5.0% US dollar denominated loan of $160.0m and a
4.0% GBP denominated loan of £125.9m, both of which are repayable on 7 September 2029.
Amounts due from subsidiary companies have been assessed for expected credit losses (ECL) using a common credit loss
methodology that incorporates probability of default, loss given default, and exposure at default inputs. The calculated ECL was
immaterial and therefore no provision has been recognised (2023: £nil). This reflects either the low credit risk characteristics of
the borrower, or the availability of sufficient liquid assets in the borrowing entities to enable them to settle their obligations at
shortnotice.
The carrying amounts of the Company’s other receivables are denominated in the following currencies:
2024
£m
2023
£m
Sterling 126.9 126.7
US dollars 127.2 125.5
254.1 252.2
ADDITIONAL INFORMATION
4imprint Group plc Annual Report & Accounts 2024
157
OVERVIEW STRATEGIC REPORT
FINANCIAL STATEMENTS
CORPORATE GOVERNANCE
FINANCIAL STATEMENTS
CORPORATE GOVERNANCE
F. Amounts due to subsidiary companies
2024
£m
2023
£m
Loans due to subsidiary companies – non-current 127. 2 125.5
The movements in the loans due to subsidiary companies are as follows:
£m
At 1 January 2023 132.9
Exchange movement (7.4)
At 30 December 2023 125.5
Exchange movement 1.7
At 28 December 2024 127. 2
Loans due to subsidiary companies of £127.2m (2023: £125.5m) comprise a 5.0% US dollar denominated loan of $160.0m, repayable
on 7 September 2029.
G. Commitments and contingent liabilities
The Company has provided letters of support to its subsidiary companies, 4imprint Direct Limited, 4imprint UK Holdings Limited and
4imprint USA Limited.
The Company has also entered into a Pound Sterling Facility Agreement with one of its subsidiaries, 4imprint Direct Limited, enabling
it to borrow up to £1,000,000 from the Company under a revolving credit facility until 11 November 2029. Interest is payable at the
UK base rate for Sterling plus 2.0% on any loans drawn under the facility. This facility was undrawn at 28 December 2024.
The Company had no known contingent liabilities at 28 December 2024 (2023: none).
H. Share capital and share premium reserve
Number of
shares
Share capital
£m
Share premium
reserve
£m
Total
£m
Issued and fully paid ordinary shares of 38
6
/
13
p each:
At 1 January 2023 28,085,530 10.8 38.6 49.4
Issue to settle employee share scheme options 87,000
– 1.8 1.8
At 28 December 2024 and at 30 December 2023 28,172,530 10.8 40.4 51.2
Details of the Company’s share-based payment schemes, including the awards/options that have been granted and were
outstanding at the year-end, and the own shares held in trust by the EBT at the year-end, are given in notes 5 and 20 of the Group
financialstatements.
At 28 December 2024, employees of the Company had interests in 1,803 SAYE options (2023: 1,803).
I. Distributable reserves
The profit and loss reserve of £262.1m (2023: £198.6m) includes £129.8m (2023: £129.1m) which is non-distributable.
4imprint Group plc Annual Report & Accounts 2024
158
NOTES TO THE COMPANY’S FINANCIAL STATEMENTS CONTINUED
J. Cash used in operations
2024
£m
2023
£m
Profit before tax 114.0 75.1
Adjustments for:
Share-based payment expense 0.2 0.1
Dividends received (111.8) (72.7)
Net finance income (5.5) (5.8)
Defined benefit pension administration costs paid by the Plan – 0.4
Contributions to defined benefit pension plan (note B) – (5.2)
Changes in working capital:
(Increase)/decrease in trade and other receivables (0.3) 0.1
Increase/(decrease) in trade and other payables 0.2 (0.1)
Movements in amounts due to/from subsidiary undertakings 0.1 (0.7)
Cash used in operations (3.1) (8.8)
K. Related party transactions
During the period, the Company has been party to several transactions with subsidiary companies:
2024
£m
2023
£m
Income statement
Finance income due from subsidiary companies 11.2 11.4
Finance costs due to subsidiary companies (6.2) (6.4)
Balance sheet
Interest-bearing loans due from subsidiary companies at end of period 253.1 251.4
Interest-bearing loans due to subsidiary companies at end of period (127.2) (125.5)
Key management compensation, comprising remuneration of the Directors, was:
2024
£m
2023
£m
Salaries, fees and short-term employee benefits 1.4 1.8
Social security costs 0.1 0.1
Share option charges 0.2 0.2
1.7 2.1
All related party transactions were made on terms equivalent to those that prevail in arm’s length transactions.
4imprint Group plc Annual Report & Accounts 2024
159
OVERVIEW STRATEGIC REPORT CORPORATE GOVERNANCE
ADDITIONAL INFORMATION
FINANCIAL STATEMENTS
An alternative performance measure (APM) is a financial measure of historical or future financial performance, financial position,
orcash flows, other than a financial measure defined or specified within IFRS.
The Group uses APMs to supplement standard IFRS measures to provide users with information on underlying trends and additional
financial measures, which the Group considers will aid the users’ understanding of the business.
Definitions
Underlying operating profit is operating profit before exceptional items. Exceptional items are defined below. These items may be
volatile in magnitude and distort the underlying performance measures of the ongoing business. A reconciliation of underlying
operating profit to operating profit is shown in note 1 when applicable.
Underlying operating margin % is underlying operating profit divided by total revenue.
Exceptional items are income or costs that are both material and non-recurring.
Underlying profit before tax is defined as profit before tax excluding exceptional items. When applicable, a reconciliation of profit
before tax to underlying profit before tax is shown in note 8.
Underlying profit after tax is defined as profit after tax before exceptional items, net of any related tax charges. When applicable,
areconciliation of profit before tax to underlying profit after tax is shown in note 8.
Underlying earnings per share is defined as underlying profit after tax divided by the weighted average number of shares in issue
during the financial year. When applicable, the calculation of underlying EPS is shown in note 8.
Revenue per marketing dollar is the total revenue of the Group divided by the total marketing expense of the Group. This provides a
measure of the productivity of the marketing expenditure, which is a cornerstone of the Group’s organic revenue growth strategy.
Free cash flow is defined as the movement in cash and cash equivalents and other financial assets – bank deposits, before
distributions to Shareholders but including exchange gains/(losses) on cash and cash equivalents. It is a measure of cash available
forallocation in line with the Group’s capital allocation policy (see page 51).
2024
$m
2023
$m
Net movement in cash and cash equivalents (37.6) 37.5
Add back: Increase/(decrease) in current asset investments – bank deposits 81.7 (21.0)
Add back: Exchange loss on increase in current asset investments – bank deposits (1.4) –
Add back: Dividends paid to Shareholders 65.5 110. 8
Less: Exchange gains on cash and cash equivalents 0.4 1.2
Free cash flow 108.6 128.5
Cash conversion is defined as the percentage of underlying operating cash flow to underlying operating profit and is provided as a
measure of the efficiency of the Group’s business model (pages 18 and 19) to generate cash.
Return on average capital employed is defined as underlying profit before tax divided by the simple average of opening and closing
non-current assets, excluding deferred tax and retirement benefit assets, plus net current assets and non-current lease liabilities.
This is given to show a relative measure of the Group’s efficient use of its capital resources.
ALTERNATIVE PERFORMANCE MEASURES
4imprint Group plc Annual Report & Accounts 2024
160
Capital expenditure is defined as purchases of property, plant and equipment, and intangible assets, net of proceeds from the sale of
property, plant and equipment. These numbers are extracted from the cash flows from investing activities shown in the Group cash
flow statement.
2024
$m
2023
$m
Purchase of property, plant and equipment (19.6) (10.0)
Proceeds from sale of property, plant and equipment 0.1 0.3
Capital expenditure (19.5) (9.7)
Underlying operating cash flow is defined as cash generated from operations before contributions to the defined benefit pension plan,
less capital expenditure. This reflects the cash flow directly from the ongoing business operations. This is reconciled to IFRS measures
as follows:
2024
$m
2023
$m
Cash generated from operations 162 .1 166.9
Add back: Contributions to defined benefit pension plan – 6.5
Less: Purchase of property, plant and equipment, and intangible assets (19.6) (10.0)
Add: Proceeds from sale of property, plant and equipment 0.1 0.3
Underlying operating cash flow 142.6 163.7
Cash and bank deposits is defined as cash and cash equivalents and other financial assets – bank deposits. This measure is used by
the Board to understand the true cash position of the Group when determining the potential uses of cash under the balance sheet
funding and capital allocation policies. This is reconciled to IFRS measures as follows:
2024
$m
2023
$m
Other financial assets – bank deposits 94.3 14.0
Cash and cash equivalents 53.3 90.5
Cash and bank deposits 147.6 104.5
ALTERNATIVE PERFORMANCE MEASURES CONTINUED
4imprint Group plc Annual Report & Accounts 2024
161
OVERVIEW STRATEGIC REPORT CORPORATE GOVERNANCE
ADDITIONAL INFORMATION
FINANCIAL STATEMENTS
Income statement
2024
$m
2023
$m
2022
$m
2021
$m
2020
$m
Revenue 1,367.9 1,326.5 1,140.3 787.3 560.0
Gross profit 435.4 401.9 321.9 226.0 157.9
Operating profit 148.1 136.2 102.9 30.6 4.0
Finance income 6.7 4.7 1.1 – 0.1
Finance costs (0.4) (0.4) (0.4) (0.4) (0.2)
Pension finance income/(charge) – 0.2 0.1 – (0.1)
Profit before tax 154.4 140.7 103.7 30.2 3.8
Taxation (37.2) (34.5) (23.6) ( 7.6) (0.7)
Profit for the period 117. 2 106.2 80.1 22.6 3.1
Cents Cents Cents Cents Cents
Basic earnings per ordinary share 416.3 37 7.9 285.6 80.5 11.0
Dividend per share – paid and proposed 240.0 215.0 160.0 45.0 –
Special dividend per share – paid and proposed 250.0 – 200.0 – –
Balance sheet
2024
$m
2023
$m
2022
$m
2021
$m
2020
$m
Non-current assets (excluding deferred tax and retirement
benefit assets) 54.8 47.6 44.3 37.4 39.0
Deferred tax assets 3.2 3.8 2.4 0.6 4.3
Retirement benefit asset/(obligation) – – 1.2 2.0 (3.3)
Net current assets 132.6 95.6 105.0 54.8 38.7
Other liabilities (including lease liabilities) (5.5) (12.5) (12.7) (11.8) (13.3)
Shareholders’ equity 185.1 134.5 140.2 83.0 65.4
Cash and bank deposits 147.6 104.5 86.8 41.6 39.8
FIVE YEAR FINANCIAL RECORD
4imprint Group plc Annual Report & Accounts 2024
162
REGISTERED OFFICE AND COMPANY ADVISERS
4imprint Group plc
25 Southampton Buildings
London WC2A 1AL
Telephone +44 (0)20 3709 9680
E-mail hq@4imprint.co.uk
Registered number
177991 England
Independent auditor
Ernst & Young LLP
No. 1 Colmore Square
Birmingham B4 6HQ
Joint stockbrokers
Peel Hunt LLP
100 Liverpool Street
London EC2M 2AT
Panmure Liberum Ltd
Ropemaker Place
25 Ropemaker Street
London EC2Y 9LY
Registrar
MUFG Corporate Markets
Central Square
29 Wellington Street
Leeds LS1 4DL
Bankers
Lloyds Bank plc
JPMorgan Chase Bank, N.A.
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4imprint Group plc Annual Report & Accounts 2024
Group plc
Group office
4imprint Group plc
25 Southampton Buildings
London WC2A 1AL
Telephone +44 (0)20 3709 9680
E-mail hq@4imprint.co.uk
Trading offices
USA
4imprint, Inc.
101 Commerce Street
Oshkosh
WI 54901, USA
Telephone +1 920 236 7272
E-mail sales@4imprint.com
UK
4imprint Direct Limited
5 Ball Green
Cobra Court
Trafford Park
Manchester M32 0QT
Freephone 0800 055 6196
Telephone +44 (0)161 850 3490
E-mail sales@4imprint.co.uk