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Annual Report & Accounts 2023
Focused
on delivery
Contents
Strategic report
At a glance 2
2023 in review 4
Investment case 5
Chair’s statement 7
Our Purpose 10
Business model 12
Our culture 16
Chief Executive’s statement 19
Megatrends and market environment 24
Strategy 26
Focused on operational delivery 28
Delivering long-term performance 32
Key performance indicators 34
Sector reviews 38
Finance review 47
Risk management 51
Long-term viability statement 58
Non-financial disclosures 59
Governance
Corporate governance 70
Report of the Nomination Committee 92
Report of the Sustainability Oversight Committee 98
Report of the Audit Committee 100
Report of the Remuneration Committee 106
Directors’ report 135
Financial statements
Independent auditor’s report 139
Group consolidated statements 152
Group accounting policies 157
Notes to the Group accounts 164
Company financial statements 195
Notes to the Company financial statements 197
Other information
Related undertakings 201
Shareholder information 204
Five year record 206
Glossary 208
Visit www.croda.com to see our company
in action
Highlights in 2023
Sales
£1,694.5m
2022: £2,089.3m
Sales growth
(constant currency)
(18.5)%
2022: +5.2%
Adjusted profit before
tax (PBT)
£308.8m
2022: £496.1m
IFRS profit before
tax (PBT)
£236.3m
2022: £780.0m
Land area saved
(hectares)
151,038
2022: 161,431
Scope 1 & 2
emissions (TCO
2
e)
101,246
Δ
2022: 121,122
Total Recordable
Injury Rate
0.72
2022: 0.74
Ordinary dividend
(proposed full year)
+0.9%
2022: +8.0%
Chair’s statement:
Page 7
Chief Executive’s
statement:
Page 19
Finance review:
Page 47
Corporate
governance:
Page 70
Financial
statements:
Page 152
Sustainability is embedded into how we operate as a company and sustainability-related content is included throughout this report. This report
forms part of a wider reporting suite and the table below details where to find certain disclosures within this suite.
Annual
Report
Sustainability
Impact Report Data pack
www.croda.com
Sustainability Commitment progress
Non-financial and sustainability information statement
TCFD
GRI
SASB/ISSB review
Principal Adverse Impact Statement
Limited Assurance Opinion and Reporting Criteria
Focused on delivery
Croda is a company built on
strong fundamentals including a
clear Purpose, a unique culture
and a successful business model.
With a portfolio aligned to long-
term technology trends, our
strategy is well established and is
supported by ongoing investment.
We are focused on delivery,
including driving operational
improvements, to continue
our long record of strong
performance and progressive
shareholder returns.
Note: We use a number of Alternative Performance
Measures (APMs) to assist in presenting information in
this report in an easily analysable and comparable form.
APMs are defined in the Finance review on page 50.
Reasons to invest in Croda
Strong fundamentals
Find out more on pages 6-17
A proven strategic direction
Find out more on pages 18-27
Focused on operational delivery
Find out more on pages 28-31
Delivering long-term performance
Find out more on pages 32-50
Limited assurance of select non-financial metrics
indicates where metrics have been assured (limited assurance) under ISAE (UK) 3000
and ISAE 3410 by KPMG, our independent assurance provider, and reflects the
position for the year ending 31 December 2023. See www.croda.com/sustainability
for details.
1Croda International Plc Annual Report & Accounts 2023
At a glance
Who we are and why we exist
As the name behind some of the world’s most successful brands, we combine our
knowledge, passion and entrepreneurial spirit to develop and supply innovative ingredients
relied on by industries and consumers around the world. Our Purpose, Smart science to
improve lives
TM
, underpins our approach and guides what we do.
A specialty chemicals company…
Our Commitment to Sustainability
We have committed to becoming Climate, Land and People Positive by 2030. Delivering
this Commitment will enable us to realise our ambition of being the world’s most sustainable
supplier of innovative ingredients, while providing solutions to some of the world’s biggest
challenges, in line with our Purpose.
Our customers
We typically sell innovative ingredients to product manufacturers in the consumer care,
agrochemical and pharmaceutical sectors. Our ingredients provide vital functionality at
low inclusion levels, ensuring efficacy or helping to differentiate customers’ products,
with consumers benefitting through the application of those products.
Customers value the quality of our ingredients, sustainability leadership and the
innovation that underpins our products and drives the development of new ingredients.
Our direct selling model and collaborative approach to innovation enable us to build
strong relationships with customers and our operating footprint supports this.
We operate a balanced footprint with regional manufacturing operations and local
warehousing, sales and innovation centres. This balances the need for efficient
manufacturing with our desire to be close to customers. We operate 24 principal
manufacturing sites with 11 of these being large, multi-sector manufacturing sites.
Principal manufacturing sites are complemented by local sites that typically support
our Fragrances & Flavours and Seed Enhancement businesses, where local
manufacturing supports agility.
Our markets
Consumer Care
Positively impacting
everyday life
We develop innovative
and sustainable
ingredients that provide
vital functionality to
Consumer Care
formulations, enabling
customers to differentiate
their products.
Life Sciences
Pharma – pioneering
the future of healthcare
We develop components
and systems for the
delivery of Active
Pharmaceutical
Ingredients (APIs),
enabling delivery of
the next generation
of biologic drugs
and vaccines.
Agriculture – innovating
for global food security
We are an innovation
partner to crop science
companies, developing
delivery systems to meet
sustainability challenges
and enable next-
generation solutions.
Industrial
Specialties
12%
Life
Sciences
36%
Consumer
Care
52%
2023 sales
Croda International Plc Annual Report & Accounts 20232
Strategic report
…with a global footprint
North America
5
manufacturing sites
6
innovation sites
6
sales offices
845
employees
£396.6m
sales
25% of
Group sales
41% of
Group sales
11% of
Group sales
23% of Group
sales
Europe, Middle East
& Africa
18
manufacturing sites
21
innovation sites
28
sales offices
2,929
employees
£690.2m
sales
Asia
13
manufacturing sites
14
innovation sites
26
sales offices
1,618
employees
£422.3m
sales
Latin America
6
manufacturing sites
6
innovation sites
11
sales offices
460
employees
£185.4m
sales
3Croda International Plc Annual Report & Accounts 2023
Croda 2023 in review
Megatrends intact
2023 in review
Financial performance impacted
by macroeconomic environment
Encouraging progress against
our Sustainability Commitment
£1,694.5m
Sales
(down 11% pro forma)
£320.0m
Adjusted operating profit
(down 33% pro forma)
£165.5m
Free cash flow
(up 5.1%)
1.3x
Leverage
(net debt/EBITDA)
Technology trends shaping our markets
Well positioned for recovery
Transitioned to a simpler organisational structure to
ensure we deliver more effectively for customers
Well positioned to capture market opportunities
Continued strategic investment Organisational structure
Our Commitment to being Climate, Land and People Positive by
2030 is demonstrated by the progress we have continued to deliver
in non-financial performance:
Scope 1 & 2 emissions down 33% since 2018 (on track against
verified SBTs)
151,038 hectares of total land area saved
The Croda Foundation has sustainably improved the lives of
more than 22 million people
Completed the acquisition of
Solus Biotech adding naturally-
derived ceramides and
phospholipids to the portfolio
Prioritising investment in
Consumer Care in Asia, with
new R&D labs in Shanghai and
a manufacturing site in India to
be commissioned in 2025
Scaling up Pharma to support
ongoing expansion of customer
drug pipelines, with a new R&D
lab in India and additional
nucleic acid delivery capacity
expected on-stream in 2025
S
t
r
a
t
e
g
i
c
d
e
v
e
l
o
p
m
e
n
t
O
p
e
r
a
t
i
o
n
a
l
d
e
li
v
e
r
y
Consumer
Care
Functional
enablers
Industrial
Specialties
Life
Sciences
– Pharma
– Agriculture
E
x
e
c
u
t
i
v
e
C
o
m
m
i
t
t
e
e
S
t
r
a
t
e
g
i
c
d
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v
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l
o
p
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e
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t
O
p
e
r
a
t
i
o
n
a
l
d
e
l
i
v
e
r
y
Demand for
sustainable
ingredients
Move to
biologics
Pioneering
the future of
healthcare in
Pharma
Positively
impacting
everyday life
in Consumer
Care
Innovating for
global food
security in
Agriculture
Croda International Plc Annual Report & Accounts 20234
Strategic report
Investment case
Strong
fundamentals
A proven strategic
direction
As a purpose-led organisation we collaborate
with our customers to create innovative
ingredients that deliver meaningful benefits,
using Smart science to improve lives
TM
. Our
culture, innovation model and customer intimacy
are the strong foundations on which our
business is built.
To find out more see pages 6-17
Global challenges such as growing populations,
climate change and the need to live sustainably
are driving long-term structural growth trends
in our markets. We are at the forefront of these
growth opportunities with a proven strategy that
combines sustainability and innovation.
To find out more see pages 18-27
Focused on
operational delivery
Delivering long-term
performance
Our strong track record of growth over many
decades and high cash conversion have enabled
us to grow the dividend for more than 30 years.
With our growth strategy supported by structural
trends and conservative leverage, we are well
positioned to deliver continued out-performance.
To find out more see pages 32-50
We are optimising performance in a challenging
environment while simplifying our structure,
processes and ways of working to support
future growth. By continuously improving
customer service and efficiency, and focusing
on operational delivery, we will leverage the
power of our strong foundations.
To find out more see pages 28-31
5Croda International Plc Annual Report & Accounts 2023
Reasons to invest in Croda
Built on strong fundamentals
A purpose-led company delivering
positive impact
By developing and supplying ingredients that are
included at low inclusion levels but are vital to the
functionality and claims of our customers’ products,
we can have an outsized positive impact, applying
our Smart science to improve lives
TM
.
To find out more see pages 10-11
We partner and create value across
the full development lifecycle
Direct selling supports customer intimacy, with
customer insight informing innovation priorities.
We partner with customers, academia and SMEs
to develop ingredients that address global
challenges and build strong relationships in
the process.
To find out more see pages 12-15
Our high-performance and innovation-
focused culture is unique
As a people-based business, our culture is pivotal to
our success and our unique values-based culture
transcends our global operations.
To find out more see pages 16-17
Croda International Plc Annual Report & Accounts 20236
Strategic report
Strong fundamentals
Chair’s statement
Focused on delivery
Navigating a challenging market
environment
Four years after the outbreak of Covid-19, our markets
have continued to see the ripple effects of the pandemic.
The chemical industry has experienced a prolonged
period of destocking, following on immediately from a
period where customers rapidly increased inventory
levels to meet surging demand as lockdowns were lifted.
Delivering long-term performance
High inflation, rising interest rates and customer
destocking had a significant effect on Croda’s financial
performance in 2023 and the Board took the decision
to issue two unscheduled trading updates through the
year as the trading environment deteriorated. Overall
pro forma sales were down 11%, adjusting for the
divestment of the majority of the Performance
Technologies and Industrial Chemicals businesses on
30 June 2022, and operating profit was down 33%.
Despite this disappointing financial performance, we
have seen continued customer demand for Croda’s
innovation and ingredients that are differentiated by their
sustainability credentials. Both Consumer Care and Life
“Our Purpose, Smart science to improve lives
TM
,
is the bedrock of our approach and is embedded
across our company through our strategy, and our
approach to governance, risk and remuneration.”
Dame Anita Frew DBE
Chair
Sciences have more than doubled their annual sales
in the period since I became Chair in 2015 through
a combination of organic growth and portfolio
development, and our customer net promoter score
has improved further from +23 in 2022 to +34 in 2023
according to the latest survey.
Most importantly, we have delivered continued progress
in a difficult market environment whilst caring for each
other right across our company. Despite the challenges
we faced in 2023, we maintained our overall employee
engagement score at 68%, with 71% of our people
saying that they would recommend Croda as a place
to work. We are continuing to improve our safety record
and made good progress towards achieving our goal
of embedding safety as a value, spending over 4,500
hours coaching more than 500 senior leaders globally.
Our commitment to providing regular returns to
shareholders is demonstrated by the Board’s decision
to increase the 2023 full year dividend, despite lower
adjusted earnings. During my tenure as Chair, we have
increased the dividend from 69p for full year 2015 to
109p for 2023, a compound annual growth rate of 6%
over that eight-year period.
Strong fundamentals
Croda is built on exceptionally strong fundamentals.
This includes our Purpose which guides the strategic
choices we make, a culture where we put people first
and an established business model which enables
successful implementation of our strategy.
Our Purpose, Smart science to improve lives
TM
, is the
bedrock of our approach and is embedded across our
company through our strategy and our approach to
governance, risk and remuneration. By achieving our
strategy we will deliver growth in our own business
while creating positive impacts for the planet and
society. Our governance framework covers both
financial and non-financial performance, our appetite to
risk is higher where that risk is integral to delivering on
our Purpose and our Remuneration Policy incorporates
sustainability-related targets.
United by our strong sense of Purpose and our values,
we work as one team. We also promote a ‘One Croda’
culture through our Remuneration Policy and high levels
of employee share ownership.
Croda has a well-established and powerful business
model, founded on our own local, science-focused
sales force. This direct selling model builds relationships
with customers and provides us with insights about
their challenges that are key to how we innovate.
Proven strategic direction
Following Croda’s significant strategic transition over
recent years, we have a compelling focused portfolio
operating in attractive market niches, with long-term
technology trends creating valuable growth opportunities.
In the Consumer Care market, sustainability is the
biggest single driver over the next decade, accelerating
the demand for sustainable ingredients and driving
legislation change. The Life Sciences market is being
We use a number
of Alternative
Performance
Measures (APMs)
to assist in
presenting the
information in this
report. For detail
on any APMs
used see the
Finance review
on page 50.
7Croda International Plc Annual Report & Accounts 2023
Chair’s statement continued
“Execution against our sustainability
agenda, which is central to our
strategy, has continued with the
objective of delivering restorative
impact throughout our value chain
and in wider society.”
driven by the rise of biologics, complex molecules that
are already transforming medicine and will transform
agriculture over the next decade. These long-term
growth drivers have remained intact in the challenging
environment that we have seen in 2023 and our
strategy is to leverage our leadership in innovation and
sustainability to capture the opportunities for growth
that they are creating.
Despite a tough year, we have continued to invest
in R&D and manufacturing capacity. We started
construction of three new manufacturing sites in China,
India and the USA. We continued to invest in R&D in
our fast-growing markets including China, Singapore,
and Brazil and we opened up a new technical centre
for our Pharma business in Hyderabad, India. We also
welcomed Solus Biotech to the Croda family with
exciting new growth platforms in ceramides and
phospholipids that will contribute to our future growth.
Execution against our sustainability agenda, which is
central to our strategy, has continued with the objective
of delivering restorative impact throughout our value
chain and in wider society. We remain on track to meet
our 2030 Science Based Targets for greenhouse gas
emissions and the Croda Foundation has sustainably
improved the lives of more than 22 million people since
the charity was founded in 2021. We also established a
Board Sustainability Oversight Committee this year to
guide and monitor progress.
Focused on operational improvements
Our focus in 2023 has been on ‘controlling what we
can control’ to protect profitability alongside longer-term
improvement programmes to drive efficiency savings by
simplifying business processes and ways of working.
This focus will ensure Croda is positioned to recover
when the macro-environment improves.
A new organisational structure has been effective since
the start of 2024 with all regional teams, including sales,
R&D, marketing, customer service and manufacturing,
reporting into Consumer Care and Life Sciences. This
simplifies how we work and will ensure we deliver more
quickly and more efficiently for our customers.
Profit-protection measures and changes to our ways of
working have created further change and challenges for
our employees in addition to tough trading conditions.
Throughout 2023, our people have demonstrated their
resilience, adaptability and determination and I wanted
to take a moment to share my thanks and appreciation
with everyone at Croda.
A number of the improvements to business processes
have been led by Louisa Burdett, Chief Financial Officer
(CFO), who informed us in December that she has
accepted a new role as CFO at Spirax-Sarco Plc and
so will be leaving Croda in June 2024. We are sorry that
Louisa is leaving but she will have our very best wishes
when she departs this summer. In the meantime, she is
continuing to make a valuable contribution to our future
success by establishing a functionally-led finance
organisation, leading the upgrade of our systems and
driving other important improvements to the way we
operate. The search for her successor is well underway
and we will make a further announcement in due course.
Looking back and looking forwards
This will be my last letter to shareholders as I am
stepping down as Croda Chair at the conclusion
of Croda’s AGM on 24 April 2024. The Board has
appointed Danuta Gray as my successor, who is
currently Chair of Direct Line Insurance Group Plc and a
Non-Executive Director at Burberry Group Plc. Danuta
has held Board positions across a range of sectors for
the past 19 years and has a deep understanding of
growing consumer focused and technology-rich
businesses in international markets. Danuta has already
joined the Board so I have already had the opportunity
to start handing over the reins to her.
Croda Foundation ‘Neverthirst’ project
Improving access to clean water, hygiene and sanitation
in rural Uganda
In 2021, we established the Croda Foundation, an independent charitable
company funded solely by grants from Croda. The Foundation’s priority
impact areas include improving access to healthcare, protecting and
restoring ecosystems, and reducing hunger and poverty while improving
livelihoods. Since 2021, the Foundation has sustainably improved the lives
of more than 22 million people, funding 34 projects across 21 countries.
One of these projects is improving access to clean water, basic hygiene and
sanitation in rural Uganda, upgrading infrastructure, and training 250 people
on improving sanitation through building their own household latrine.
Croda International Plc Annual Report & Accounts 20238
Strategic report
Strong fundamentals
Introducing Croda’s Chair-
designate, Danuta Gray
Chris Good also joined the Board in April 2023 having
spent his career in the consumer care industry, most
recently at Estée Lauder as a member of the Executive
Committee. Chris’ insights into beauty care markets and
consumers will be of great value to Croda and the Board.
In my first letter to shareholders as your Chair in 2016, I
emphasised the Board’s commitment to high standards
of corporate governance and to instilling the right culture,
behaviours and approach to how we do business. We
have never wavered from that commitment and I am
pleased that the high standards of corporate governance
at Croda were recognised in the recent independent
Board review. Our achievements as a Board and as a
company have benefitted from the contribution of all
Board Directors past and present to whom I offer my
heartfelt thanks.
In 2015, I was one of only two female Board members.
Today, Croda has exceeded the gender and ethnic
diversity requirements of the Parker Review and the
FTSE Women Leaders Review and operates a fully
gender balanced Board. I am proud of the progress that
we have made on this topic, in line with my belief that
diversity of experience is critical to Board effectiveness.
When I look back on almost a decade as Chair of Croda,
I am pleased to have worked with Steve Foots and his
executive team to transform Croda into a focused
Consumer Care and Life Sciences company.
“With its talented
employees, positive
culture and refocused
portfolio, Croda has an
exciting future and I look
forward to working with
the Croda team to deliver
on the opportunities that
are ahead.”
Danuta was appointed to the Board on 1 February 2024 and will take over
as Chair at the conclusion of the AGM on 24 April 2024. Danuta has held
Board positions at FTSE 100 and FTSE 250 companies across a range of
sectors and is currently Chair of Direct Line Insurance Group Plc and a
Non-Executive Director and Chair of the Remuneration Committee at
Burberry Group Plc. She is also a member of the Board of Trustees of the
Resolution Foundation and supporter of Employ Autism. She has extensive
Non-Executive listed company Board experience having previously been
Chair of St Modwen Property Plc and also serving on the Boards of
Aldermore Bank Plc, Old Mutual Plc, Page Group Plc, Paddy Power Plc
and Aer Lingus Plc.
This transition has involved continued investment and
multiple acquisitions during my tenure and has opened
exciting new growth opportunities for the business.
It has been a great privilege to serve as your Chair and I
am proud of the progress we have made. I would like to
thank all of my Croda colleagues for their support and
commitment and wish them all the best for the exciting
future ahead.
Dame Anita Frew DBE
Chair
9Croda International Plc Annual Report & Accounts 2023
Our Purpose
Smart science to improve lives
TM
Our Purpose, Smart science to improve lives
TM
,
remains constant and is embedded throughout our
company. It guides how we operate and aligns our
efforts to deliver positive impact for stakeholders.
Smart science
to improve lives
TM
P
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e
P
o
s
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a
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d
P
o
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P
o
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e
F
u
n
d
a
m
e
n
t
a
l
s
Our Commitment
What we will deliver
We are committed to becoming the most sustainable supplier of innovative ingredients.
We will develop and supply solutions to tackle some of the biggest challenges the
world is facing and by 2030 we will be Climate, Land and People Positive.
Our values-led culture
How we work
Our shared values of ‘Responsible’, ‘Innovative’
and ‘Together’ underpin our distinctive culture.
These values drive collaboration, ownership
and a solutions-oriented approach in support
of our Purpose.
For more information
on our people and
culture see pages
16–17
How our Purpose is embedded throughout Croda
Delivered through
our strategy
Our strategy aims to create value
by combining sustainability and
innovation. By helping our
customers to differentiate their
products and meet their own
ambitious sustainability goals,
we deliver growth in our own
business while creating positive
impacts for planet and society.
In this sense, our approach to
growth supports our Purpose and
desire to deliver positive impact.
Integrated into our risk and
opportunities framework
Risks and opportunities are
identified, monitored, and
managed both centrally and
locally. This approach engages
the entire business in considering
risks and opportunities that arise
from emerging sustainability and
societal challenges. Our risk
appetite is guided by our Purpose
and we are willing to accept more
risk where doing so is integral to
delivering our Purpose.
Governed by our Board
Our Board of Directors oversees
both financial and non-financial
performance, with robust
governance processes in place
and regular engagement from
the Board on our culture and
Purpose. In 2023, the Board
created a Sustainability
Oversight Committee to
guide the sustainability strategy
development and execution,
providing greater oversight
and challenge.
Reflected in our
remuneration
Remuneration policies have
included sustainability-related
targets alongside financial and
innovation-based targets in
long-term incentive plans for over
four years. In 2022, our annual
bonus scheme was revised to
include sustainability-related
targets. Our Remuneration
Policy therefore aligns with
our Purpose, incentivising the
use of Smart science to improve
lives
TM
, not just to drive financial
performance.
Read more on
pages 26-27
Read more on
pages 51-57
Read more on
page 98-99
Read more on
pages 106-108
Read more on our Commitment in our Sustainability Impact Report at www.croda.com
Responsible
e
Innovativ
Together
Croda International Plc Annual Report & Accounts 202310
Strategic report
Strong fundamentals
Key
Climate Positive
Land Positive
People Positive
...promoting the hygiene, health, wellbeing and confidence
of consumers through the creation of impactful Consumer
Care ingredients.
Find out more on page 41
Delivering positive impact
The breadth of our portfolio of sustainable ingredients and sector-
leading Sustainability Commitment help us to have a positive
impact on everyday life by...
...reacting to climate change and nature loss through
the delivery of our 2030 Commitment and use of
sustainable feedstocks.
Find out more on page 41
...enhancing crop yields, enabling land savings and
improving food security through the development of crop
care technologies.
Find out more on page 45
...sustainably improving lives through the Croda
Foundation which is working to improve access to
healthcare, reduce poverty and hunger, and protect
and restore ecosystems.
Find out more on page 8
...preventing, treating and potentially curing diseases
through the development of drug delivery systems.
Find out more on page 45
11Croda International Plc Annual Report & Accounts 2023
Business model
We use our smart science to create high performance ingredients and technologies that
improve people’s lives.
We are a B2B company that, through direct local relationships, sells small quantities of
high-value ingredients to customers of all sizes. These ingredients deliver vital functionality
and downstream benefits at low inclusion levels, giving us a strong competitive advantage.
We operate globally with a focus on high-value niches in consumer care and life science
markets. We work closely with customers at every stage of the value chain and aim to
enhance our reputation for innovation, sustainability and quality in everything that we do.
Read more about how we are driving positive impacts and operational excellence across the value chain on page 14
The
solutions
we provide
Driven by our
Commitment
to be the most
sustainable
supplier of
innovative
ingredients
What we do
Consumer Care Life Sciences
We develop innovative and
sustainable ingredients that provide
vital functionality to consumer care
formulations, enabling customers
to differentiate their products,
build strong brands, meet their
sustainability commitments and
satisfy changing consumer
requirements. For example,
we extract wrinkle-reducing
actives from plants that are
critical ingredients in anti-ageing
skin creams.
Pharma
We develop components and
systems for the delivery of Active
Pharmaceutical Ingredients (APIs),
supporting customers across the
whole lifecycle of a drug – from
early-stage research to commercial
manufacture. For example, our
ingredients encapsulate the mRNA
used in vaccines allowing it to be
transported into human cells.
Agriculture
We are an innovation partner to
major crop science companies and
an increasing number of smaller
customers, developing delivery
systems to meet the sustainability
challenges of current-generation
products and to enable next-
generation solutions. For example,
our technologies ensure crop care
formulations are biodegradable in
the soil.
See page 38 See page 42 See page 42
Climate Positive
We are successfully leading our
sector in delivering absolute
reductions in our GHG emissions,
in line with our verified 1.5ºC
Science Based Target. We are
working to provide our customers
with the verified product-level
carbon footprint data that, together
with the reduced and avoided
emissions in use that our
technologies can bring, will help
them deliver on their climate targets.
Land Positive
Using natural resources brings
with it the responsibility to take a
holistic approach to the role natural
ecosystems play in achieving global
climate goals while addressing
social inequalities. We are already
Land Positive – with our crop and
seed technologies saving more
land than is used to grow our
bio-based raw materials, and are
working to deliver on our aspiration
to contribute to a Nature Positive
world by 2030.
People Positive
Our People Positive commitments
impact both our employees and
wider society. We deploy our smart
science to improve the lives of
people around the world, targeting
vaccine solutions to the most
challenging diseases and
protecting millions of people
from damage caused by the sun.
Internally, we recognise the value
diversity of thought brings to our
organisation and our responsibility
to reward fairly and look after the
health, safety and wellbeing of
every employee.
See page 34 See page 34 See page 35
Croda International Plc Annual Report & Accounts 202312
Strategic report
Strong fundamentals
Employees
We employ 5,852 individuals, with employee costs
accounting for approximately 20% of our sales. We
commercialise and develop their skills and knowledge
to drive a high return on sales. The employee base is
expanding globally, with notable growth in science-
based roles and increasing workforce diversity.
Raw materials
Raw material costs constitute approximately 35%
of our sales. Our raw materials primarily comprise
bio-based (rather than petrochemical-derived)
resources, including grown commodities and natural
oils. Overall, raw material costs fell in 2023, following
a period of significant inflation in 2021-22.
Sites and infrastructure
We invest 6-8% of sales in capital expenditure
annually to maintain, develop, and decarbonise our
sites and infrastructure. Targeted organic investments
are being made to scale up our pharmaceutical
technology platforms.
Capital
Our capital requirements are primarily met through
loans and credit facilities, including a sustainable
banking facility, with no significant debt maturing before
2026. Our leverage ratio of 1.3x net debt to EBITDA is
at the lower end of our targeted range of 1-2x over the
medium-term cycle, providing flexibility for future
organic growth and potential acquisitions.
R&D
In 2023, we allocated £62m to in-house innovation.
This investment is supplemented by a robust pipeline
of technology acquisitions and over 500 open
innovation partnerships. These collaborations with
universities, SMEs and leading scientists enhance our
R&D capabilities and provide access to specialised
expertise and facilities.
Supply chain and logistics
A global network of local warehouses ensures efficient
delivery of ingredients to customers worldwide, despite
recent global supply chain challenges. We have actively
managed down our finished goods inventory back to
pre-Covid levels.
Energy
Energy costs represent approximately 3% of our
sales. Our efficient use of energy, sourced from diverse
internal and external sources, minimises its proportion
in our cost structure. Renewable energy was 37% of
total energy use in 2023.
Regulations
Operating globally, we adhere to relevant regulations
governing our product ingredients and applications,
with regulatory change often driving requirements
for our innovation. Active involvement in shaping
regulations and standards, alongside collaborative
efforts with industry partners, helps maintain product
efficacy, increase competitive advantage and build
stakeholder confidence.
1. ‘One Croda’ culture
United by our strong sense of Purpose and our values,
we work as one team. We promote a ‘One Croda’
culture through our Remuneration Policy and high levels
of employee share ownership. We strive to be more
agile and entrepreneurial than our competitors, with a
decentralised operating model that ensures decisions
are made ‘close to customers’.
See pages 16-17
2. Customer intimacy
We employ our own local, science-focused sales force
who understand our customers, rather than using
distributors. This direct selling model builds relationships
with customers and provides us with insights about
their challenges that are key to how we innovate. We
complement direct selling with local innovation centres
where we co-formulate with customers to accelerate
their time-to-market. This intimacy coupled with
innovation enables us to anticipate future demands
faster than our competition, particularly more disruptive
market changes, such as the demand for sustainable
ingredients and solutions from novel technologies.
3. Innovation leadership
We are the leading innovator in our markets with a
technology portfolio differentiated by protected
intellectual property and know-how, including over
1,600 patents across more than 275 patent families.
This means our ingredients have unique attributes and
deliver higher value to our customers. We have a
collaborative, open innovation model which combines
internal R&D with partnering and technology acquisitions.
4. Sustainability leadership
With a heritage of using natural raw materials and
providing sustainable solutions, we have embedded
a long-term sustainability strategy in the way we work
to ensure we deliver on our Commitment to be the
world’s most sustainable supplier of innovative
ingredients by 2030. With consumers and other
end-customers keen to make a positive impact through
their purchasing decisions, the creation of sustainable
ingredients and offering sustainability claims through
the use of our products are key drivers of our future
commercial success.
5. Our approach to growth
Our growth strategy is focused on pioneering new
market and technology niches where our leadership in
innovation and sustainability allows us to compete on
value rather than on price.
We operate flexible, capital-light manufacturing sites,
rather than large continuous operation plans, producing
ingredients in test tube quantities rather than tanker
loads. Our principal focus is on driving the continued
differentiation of our portfolio through innovation and
sustainability. In parallel, we prioritise sales volumes
in those parts of the portfolio where there is less
differentiation to underpin consistent plant utilisation.
There is no one big competitor that spans all our
markets; instead, there are different competitors in each
of our niches. We have a broad base of customers,
large and small, and a high number of customer/
product combinations which reduces our exposure
to any specific customer, market or geography.
What our
business
needs
Our
competitive
advantages
13Croda International Plc Annual Report & Accounts 2023
Business model continued
Global
needs
Global
impact
Problem
discovery
Commercial
supply
Solution
development
Ingredient
manufacture
Value creation, from discovery to supply
Our approach
Global population
growth is challenging
current assumptions
about food
production,
healthcare and living
sustainably within
planetary boundaries.
We have refocused
our portfolio so our
capabilities help
address these
challenges.
We sell and deliver
ingredients directly
to our customers
using local
warehouses for
speed and flexibility,
enabling us
to develop local
relationships that
gives us access
to privileged
understanding of
customer needs and
future requirements.
We design innovative
ingredients that
deliver vital
functionality with
superior sustainability
profiles to customer
formulations and
collaborate with
customers at
innovation centres
around the world
to understand
their needs.
We produce ingredients
to consistently high
standards, using mainly
bio-based raw materials
at 42 sites globally,
all of which have
decarbonisation
roadmaps in place.
We employ our own
sales teams rather
than use distributors,
enabling us to build
close partnerships
with our customers
and anticipate
future demands.
By using our
innovative
ingredients,
customers
maximise the impact
of their products
with minimum
footprints, so that
our smart science
contributes to
improving lives.
How we are creating value
Consumer
purchasing
decisions,
customers’ public
sustainability
commitments and
new regulations are
significant drivers of
change. We are
exploring the use of
AI and analytics to
complement direct
interaction with
customers and
regulators, enabling
us to better
anticipate change.
We are aligning
sales, marketing and
R&D with Consumer
Care and Life
Sciences, so that
insights about
customer challenges
contribute more
directly to how
we innovate.
We are increasing
our partnerships with
universities and
SMEs to access a
broader range of
scientific expertise
and ensuring that all
innovation is
impact-focused by
considering the
lifecycle of customer
products during the
design phase.
We are focused on
ensuring our sourcing
has a positive impact on
planet and society and
are transforming how
we manufacture to
meet our Sustainability
Commitment and
support customers
in meeting theirs. We
are improving our
understanding of asset
utilisation to aid capacity
planning, particularly
during this period
of limited visibility
and uncertain
customer demand.
We are improving
our understanding of
stock levels across
downstream supply
chains and
rebalancing our
finished goods
inventories to strike
the right balance
between improving
working capital
and meeting
customer needs.
We are building
a more complete
picture of the wider
benefits in use of
our ingredients by
engaging with
customers to
understand the
full lifecycle of
our products.
Croda sits at the intersection of bio-based raw materials and
high-performing innovative ingredients. Through the application
of our intellectual property and technology platforms, we
transform basic feedstocks into ingredients that enable
customers to maximise their impact with minimum footprints.
Croda International Plc Annual Report & Accounts 202314
Strategic report
Strong fundamentals
Delivering stakeholder value
Shareholders
We aim to deliver consistent top and bottom-line growth in a way that
benefits the environment and society, which should deliver attractive
returns to shareholders over the long term. We engage extensively with
shareholders to help them understand our performance and strategy
and to gain insight that can help guide our thinking. In 2023,
engagement included discussions on the challenging trading conditions
and the impact on financial performance. We also continued to engage
on our non-financial performance and strategy, reflecting the
importance of ESG practices to our investors.
Customers and consumers
With sales of more than 6,000 products to more than 15,000
customers, our solutions enable a broad range of customers to
differentiate their products. Our customers value our product quality,
responsive sales teams, technical support, and the impact that our
innovative and sustainable ingredients can have. We engage regularly
with customers through our direct selling model and through customer
surveys with over 3,000 responses received in 2023. Our customer
NPS increased by 11 points to +34 in 2023 and sits within the
category of ‘Great’, reflecting our desire to be close to customers.
Engagement in 2023 often covered stock management, online service
and recent innovation.
Communities
We support local communities through educational outreach and
provide access to our smart science through the Croda Foundation,
working to ensure that the local communities where we operate benefit
from our presence. In 2023 Croda employees donated 5,310 hours of
their time volunteering in local communities through the 1% Club and
by the end of the year the Croda Foundation had improved the lives of
more than 22 million people. Our community liaison activities are
localised, ensuring our communities can engage on the issues
significant to them.
NGOs
Acting responsibly ensures we satisfy regulatory requirements,
protect our reputation and extend our positive impact through our
influence within trade associations and other non-governmental
organisations (NGOs). We engage with various NGOs on topics
including upcoming regulations, supply chain sustainability and human
rights both directly and through membership of industry working
groups and task forces. This includes our work as part of Together for
Sustainability, a consortia of chemical companies working to improve
sustainability practices. In 2023, 88% of palm oil derivative volumes
were RSPO certified.
Section 172(1) statement
The Board of Directors confirms that during the year under review,
it has acted to promote the long-term success of the Company
for the benefit of shareholders, whilst having due regard to the
matters set out in Section 172(1) (a) to (f) of the Companies Act
2006, being:
the likely consequences of any decision in the long term
the interests of the Company’s employees
the need to foster the Company’s business relationships with
suppliers, customers and others
the impact of the Company’s operations on the community and
the environment
the desirability of the Company maintaining a reputation for high
standards of business conduct
the need to act fairly between members of the Company.
The information on pages 14 to 15 in the Strategic Report
should be read in conjunction with the information provided in
the Directors’ Report on pages 78 to 81. The content on these
pages constitutes our s.172 statement, as required under the
Companies (Miscellaneous Reporting) Regulations 2018.
Employees
We take the safety and wellbeing of our employees seriously and pay
all employees globally a Living Wage. Our people can have engaging
and rewarding careers, undertaking meaningful purpose-driven work
that has a positive impact on society and the environment. We regularly
engage with employees through surveys, listening groups and other
face-to-face engagement mechanisms, to understand their
perspective, recognising that our people drive the future success
of our business. Key topics of engagement in 2023 included safety,
cost-of-living support, the challenging trading environment and need to
control costs, and the impact of our new operating model. With the
majority of employees actively participating in share schemes, we
benefit from strong alignment of interests between stakeholders.
Suppliers
We are committed to fair payment practices but also partner with
suppliers to help improve sustainability practices in supply chains.
This includes helping them to understand our requirements on supply
chain transparency, ethics, and human rights, with suppliers assessed
through EcoVadis assessments. By 2023 83% of key suppliers by
volume had been assessed by EcoVadis. With most of our carbon
emissions embedded in our supply chain, engagement with suppliers
to understand emissions data is critical in providing Product Carbon
Footprint data to customers, but our focus goes beyond carbon, with
a commitment to be Net Nature Positive and to reduce impacts on
biodiversity.
Innovation partners
Our innovation activities include collaboration with academia, SMEs
and our customers to accelerate innovation. Our shared knowledge
enables our innovation partners to secure funding, advance science
and make breakthroughs, ultimately helping us to grow sales of New
and Protected Products as we commercialise this innovation. To date
nearly 600 innovation partners have collaborated on over 300
innovation projects. Engagement topics in 2023 included sustainable
innovation, leveraging biotechnology and green chemistry.
15Croda International Plc Annual Report & Accounts 2023
Our culture
Unlocking potential
Our Values
Our Difference
Our Purpose
Our people strategy strengthens our culture and creates inclusive
and engaging environments. Our values of Responsible, Innovative
and Together and their associated competencies guide everything we
do and are reinforced through our performance reviews, succession,
and talent planning and through organisational change.
Foundational competencies
Self-led development
Functional/technical capability
Measuring culture
Our Purpose and Sustainability Commitment (PSC) survey, introduced
in 2022, helps us gain insight into how employees feel about aspects
of Croda’s culture. Alongside town hall meetings and listening groups,
the insight we gain is invaluable and helps us identify focus areas to
improve employee experience and engagement. Overall, our PSC
score for 2023 was 68%, flat against 2022, despite the challenging
trading environment leading to increased pressure on our people.
71%
of employees are
highly likely to
recommend Croda as
a great place to work
to family and friends
76%
of employees are
highly likely to see
leaders and managers
guiding them to
achieve their
activities safely
75%
of employees overall
enjoy the work that
they do
79%
of employees overall
work to deliver their
best as efficiently as
they can
Looking below the headline score, we saw encouraging responses in
areas for improvement that were identified in 2022 and became our
focus for 2023. Reward and recognition saw improved responses, in
part reflecting the cost-of-living pressures and our actions to support
employees including one-off support payments, as well as the
introduction of the Free Share Plan in 2021.
Employees’ ability to get involved with activities outside of their role and
to focus on self-led development were scored less positively in 2023
but remained ‘good’. We view this as a symptom of the requirement
to focus on delivering value in a challenging year. Although feedback
suggests employees feel their workloads are more manageable, we
believe we have more work to do in ensuring employees have time to
be curious, develop and to get involved in employee-led activities that
contribute to our culture.
We have already laid the foundations to improve with changes
implemented to our hiring and talent planning activities in 2023. For
instance, we implemented Competency Insights profiles for new hires
to aid in the review of areas for initial development for new employees.
In talent planning, departments worked with HR Business Partners
to highlight potential career paths, aligned to the competences and
skills needed in different roles and different areas of the business.
This gives employees a clearer idea of where to focus their
development activities and helps managers have more
meaningful development conversations.
We create an inclusive culture where our people feel able
to give their best every day, are respected for who they
are and recognised for the contribution they make.
Responsible
Innovative
Together
Authenticity
Cross culture
sensitivity
Inclusivity
Living the
values
Curiosity
Strategic
perspective
Adaptability
Delivery
Working
together
Empathy
Care and
compassion
Managing conflict
In 2023 we have continued to focus on accelerating growth,
embedding the behaviours, skills and capabilities to help foster an
organisation that acts responsibly, develops cutting-edge innovation,
and works together as ‘One Croda’. We also transitioned to a new
simplified organisational structure from the start of 2024, with
Consumer Care and Life Sciences now responsible for both longer-
term strategic development and operational delivery. This will improve
accountability and create a more agile and responsive business to
support our future growth ambitions (see page 31).
Behavioural competency model
Guiding value
Associated behaviour
Reporting Data Pack 2023: All people-related data is included in our
Reporting Data Pack which is available at www.croda.com. This
includes employee numbers, pay ratios, training and safety data.
Croda International Plc Annual Report & Accounts 202316
Strategic report
Strong fundamentals
Developing our Employee
Value Proposition (EVP)
In 2023, we developed our EVP framework to support our people
strategy and to help our people connect with the core ideas that
enhance Croda’s culture. Our EVP focuses on:
Wellbeing and safety
Our leaders worked on embedding safety
as a value in 2023, recognising that while
priorities change, our values endure and
guide how we behave. Through a tailored
programme, more than 500 leaders have
collectively undertaken over 4,500 hours of
safety training aimed at building confidence
around safety leadership and driving debate
on safety. Scores for safety-orientated
questions in our PSC questionnaires have
improved, indicating that this focus is
impacting how employees are feeling and
interacting on safety initiatives. Our Total
Recordable Injury Rate improved in 2023
(see page 35) but remains too high and
we hope improving sentiment and focus
on safety by employees is a positive
leading indicator.
A collaborative and supportive
workplace
We embrace our differences, nurturing
an inclusive and supportive culture where
everyone feels valued, respected and
empowered to contribute. Employee-led
diversity and inclusion networks support us
in raising awareness, creating connections
and ensuring that all aspects of diversity
are considered in decision-making. Our 1%
club allows employees to spend working
hours contributing to local communities,
with 5,310 hours donated in 2023. Our
voluntary employee turnover remains
below industry averages and in 2023
was 9.1% (2022: 8.5%), a small increase
against the prior year reflecting the
difficult trading environment in 2023
and near-term uncertainty.
Developing our people
The development and retention of high-quality people with the curiosity
and ability to challenge conventional thinking and to further innovation
ultimately determines the success of our business. Central to our
philosophy is self-led development with extensive learning resources
made available to our people. Our target is for all employees to receive
at least one week’s training in 2024, with our people collectively
undertaking over 197,000 hours of training in 2023, equivalent to 33.7
hours of training per employee (2022: 26.1 hours). Our leadership
development programmes offer a more structured approach to
development with around 170 high-potential individuals participating
in development programmes in 2023, with all those selected exhibiting
model behaviours aligned with our values.
Our development programmes:
Leadership Development Group plus: For established senior colleagues
in key roles, who may have completed other development programmes
Leadership Development Group: High performing, high potential
senior colleagues
Accelerated Leadership Programme: High performing, mid-level
colleagues showing leadership behaviours
Leading with purpose: A values-aligned development programme
available to all grades
Phoenix Rising: For a cross section of colleagues looking to unlock
potential and/or increase contribution – participants must display a
strong commitment to inclusion and self development
Positive impact through sustainable innovation
A key aspect of Croda’s success is a can-do
entrepreneurial spirit that pervades through our business.
Our people have the freedom to find solutions, explore
new ideas and collaborate to drive positive change,
something that is celebrated through our annual ‘Purpose
in Action’ awards. As a celebration of those who embody
our Purpose and have a positive impact, the awards,
hosted by Group Chief Executive, Steve Foots, recognise
individuals and teams. In 2023, there were 98 projects
nominated – many of which were employee-led initiatives
born out of a drive to solve problems. The opportunity
to have a positive impact through sustainable innovation
is often a key factor in employees joining and staying
with Croda.
Reward and recognition
We are committed to paying all employees a Global Living
Wage and work closely with the Fair Wage Network to
ensure employees continue to be paid more than this.
Our reward framework supports our ‘One Croda’ culture
with performance metrics for bonus schemes aligned
across the Group. In addition, our Free Share Plan awards
shares to employees who do not participate in our senior
annual Bonus Plan when an award under this Bonus Plan
is made, ensuring everyone shares in our success. Recent
surveys indicate access to generous employee share
plans is valued, with 83% of UK employees and 71%
of non-UK employees participating in these schemes.
Employees can also enjoy non-financial benefits, such as
free healthcare plans, flexible working and other wellbeing
focused benefits.
17Croda International Plc Annual Report & Accounts 2023
Reasons to invest in Croda
Capturing growth opportunities
presented by megatrends
Long-term technology trends such as the demand
for sustainable ingredients and the move to biologics
are presenting significant opportunities for growth.
We have aligned our portfolio with these megatrends,
enabling us to help address some of the world’s
biggest challenges.
To find out more visit our website at www.croda.com
A strategy built on sustainability
and innovation
Our strategy builds on our heritage of producing
innovative ingredients from natural raw materials,
combining sustainability and innovation to
deliver growth.
To find out more see pages 26-27
Visit Croda.com to see our business in action
A proven strategic direction
Croda International Plc Annual Report & Accounts 202318
Strategic report
A proven strategic direction
Chief Executive’s statement
Strategic delivery in a
challenging environment
As a consequence, sales volumes were down across all sectors.
Adjusting for the divestment of the majority of the Performance
Technologies and Industrial Chemicals (PTIC) business to Cargill
on 30 June 2022, Group sales fell by 11% on a pro forma basis
to £1,694.5m (2022 pro forma (pf): £1,898m), comprising
positive price/mix, lower volumes, a contribution for the Solus
Biotech acquisition completed in July and a small headwind from
currency translation.
In 2023, average customer inventories were below 2022 levels but
remained elevated compared to pre-pandemic levels. In Consumer
Care, indications are that destocking has largely worked its way through
the supply chain with a slow improvement in sales volumes in the year.
By contrast, weak industrial demand globally impacted Industrial
Specialties where volumes remained weak. Similarly, customers in
agriculture markets continued to reduce inventory levels throughout the
second half year having started destocking in the second quarter, later
than in other markets. In Pharma, our ability to react quickly with valuable
lipid technology allowed us to support mRNA vaccine sales through the
Covid-19 pandemic. Inevitably, as Covid demand fell, this resulted in
lower shipments in 2023, contributing to just over half of the Life Sciences
variance from prior year, but we still supplied c.$60m of Covid lipids in
2023 (2022: c.$120m). The Covid experience did allow us to establish
our technology and provided us with valuable insights, facilitating resilient
non-Covid sales as customer drug pipelines continue to develop.
Significant volume declines across most of our markets at a similar
time led to low levels of capacity utilisation at our manufacturing sites,
particularly those that produce ingredients for multiple business units,
with negative operating leverage impacting profit margins. Whilst there
are likely to be some bounce-back costs as trading normalises, there
are also opportunities for margin expansion from higher sales volumes
and improved mix particularly if the recovery is broad-based across
our markets.
IFRS operating profit was £247.5m (2022: £444.7m) and adjusted
operating profit was £320.0m (2022 pf: £476m), adjusting for the one-off
exceptional items outlined in the Finance review. The adjusted operating
margin of 18.9% (2022 pf: 25%) was negatively impacted by the
operating leverage effect of the reduction in volumes and lower sales of
high-margin lipid systems for Covid-19 vaccine applications. Profit before
tax (on an IFRS basis) was £236.3m (2022: £780.0m), with the prior year
including a gain on the PTIC business divestment of £356.0m, and
adjusted profit before tax was £308.8m (2022 pf: £463m).
Despite the impact of the prevailing macroeconomic uncertainty, the
technology trends that will drive our future growth have not changed
with a continued transition to sustainable ingredients and biologics.
We have successfully realigned our portfolio with these megatrends and
are making strategic progress with continued investment through the
downturn in R&D and capacity. Demand for innovation has remained
strong among our customers, which will be key to driving a recovery
in Croda’s performance as the macro-environment improves. Sales
of New and Protected Products (NPP) held up well at 34% of total
sales (2022: 35%), with an increase in the proportion of NPP sales
in Consumer Care. Customer demand for our ingredients that are
differentiated by their sustainability characteristics has also been
resilient with sales of ECO surfactants, for example, up by more than
20% year-on-year.
Our commitment to sustainability is demonstrated by the progress
we have continued to deliver in our non-financial performance.
We remain on track to meet our 2030 Science Based Targets for
emissions reduction, the Croda Foundation has already sustainably
improved the lives of more than 22 million people and we delivered more
than 4,500 hours of training to leaders as we embed safety as a value.
Our sustainability leadership was recognised by CDP, which awarded us
leadership status for the first time, complementing our long-standing triple
A rating from MSCI.
“Despite the impact of the prevailing
macroeconomic uncertainty, the
technology trends that will drive our
future growth have not changed with
an accelerating transition to sustainable
ingredients and biologics.”
Steve Foots
Group Chief Executive
A challenging year with destocking and a weaker
macro environment
Croda’s performance in 2023 reflects challenging market conditions
throughout the year with customer destocking and weaker economic
conditions. It follows a record performance in 2021 and 2022 when
the Group significantly benefitted from customers building up inventory
levels in the face of strong consumer demand, escalating prices and
supply chain disruption. As central banks raised interest rates to manage
inflation and market conditions softened, customers subsequently
reduced inventory levels, albeit at different times across the different
market segments and geographies that we serve. For Croda and the
wider chemical industry, this resulted in a prolonged period of destocking
that was unprecedented in the breadth of its impact across most
markets, compounded by a slower economic recovery in China than
some of our customers had anticipated.
19Croda International Plc Annual Report & Accounts 2023
Chief Executive’s statement continued
Managing challenging market conditions
To mitigate the impact of tough trading conditions, we took some
immediate actions to actively manage cash flow and address costs
to protect profitability, while increasing customer sales activity to drive
incremental sales growth. Production schedules were optimised to meet
lower demand, reducing energy and freight costs. Underlying employee
costs were broadly flat as inflation-based salary increases were offset by
a hiring freeze and natural attrition. In addition, Group margin benefitted
by one and a half percentage points due to negligible charges for variable
remuneration. Cash flow improved through proactive management of
working capital and our balance sheet remains strong, enabling us to
pay an increased full year dividend and to continue to invest the £665m
proceeds from the divestment of PTIC, the business we sold in 2022.
Alongside these temporary cost reduction measures, we have been
driving improvements that will deliver sustained benefits to our operational
effectiveness over the longer term. Priorities have included consolidating
our site footprint and delivering our ‘doing the basics brilliantly’
programme to drive ongoing efficiencies. This programme will improve
customer experience and employee productivity through a combination
of customer insights, digital technology, and streamlined processes. Our
customer net promoter score (NPS) has improved further from +23 in
2022 to +34 in 2023.
Following rapid portfolio transition in recent years through the acquisitions
and divestments we have made, a new organisational structure has been
in place since the start of 2024 to further streamline our operating model.
Previously, the Consumer Care and Life Sciences sectors were
responsible for strategy whereas the regions were responsible for
performance. Now, all regional teams, including sales, R&D, marketing,
customer service and manufacturing, report directly into Consumer
Care and Life Sciences. The Presidents of these sectors are now fully
accountable for their performance and strategy including innovation,
sustainability and the acquisition of technologies aligned with our strategic
priorities. This clarifies accountability, simplifies the organisation for our
employees, is more cost efficient and will ensure we deliver faster and
more effectively for our customers, positioning us well to take advantage
of the recovery.
Regional summary
Key drivers of performance were similar globally in 2023, notably a slow
but steady improvement in Consumer Care in the second half year as
customers worked through heightened inventory levels but a weakening
performance in Life Sciences mainly driven by rapid destocking by Crop
Protection customers which began in the second quarter. Performance
in Asia reflected these global drivers, with Consumer Care improving and
Life Sciences weakening during the year. Despite demand in China not
recovering as quickly as some of our customers had anticipated, our
direct Consumer Care sales to China were robust, partly owing to strong
relationships with regional customers who value our innovation expertise.
Sales fell in North America although the declines were less significant in
the second half year and we began to win back some sales in Consumer
Care which were lost in 2022 through our inability to supply ingredients
for certain periods. Consumer Care sales grew in Europe, particularly in
Beauty Care and Home Care. Latin America was the strongest region
but saw adverse impacts from destocking in Crop Protection as well
as significant currency movements during the second half year.
Sector summary
Consumer Care – leadership in innovation and
sustainability driving demand
Consumer Care sales fell 1% to £886.1m (2022: £897.8m) with strong
double-digit percentage sales growth in Fragrances and Flavours (F&F)
but lower underlying sales in Beauty Actives, Beauty Care and Home
Care. Price/mix was up 2%, mainly due to a positive mix impact from
Beauty Actives, with pricing broadly flat. Sales volumes were down 4%
year-on-year but were up 9% in the second half year compared with the
second half of 2022. Acquisitions added 1% due to sales of ceramides
following the Solus Biotech acquisition, with foreign currency translation
a small headwind for the full year.
IFRS operating profit was £127.8m (2022: £144.5m) and adjusted
operating profit was £160.3m (2022: £204.7m), resulting in adjusted
operating margin reducing to 18.1% (2022: 22.8%). Four and a half
percentage points of the margin decline was due to the operating gearing
effect of continued weak volumes in Consumer Care, compounded by
lower volumes in Life Sciences and Industrial Specialties which share the
same manufacturing assets, with overheads therefore allocated across all
sectors. Two percentage points of the margin decline was due to weaker
mix, primarily as a result of strong growth of lower margin F&F sales, with
the lower variable remuneration charge and earn out accrual release
providing a two percentage point offset.
In Consumer Care, our leadership in sustainability and innovation
continues to drive customer demand for Croda’s differentiated ingredient
portfolio. NPP improved to 42% of total sales (2022: 41%) and sales of
sustainable ingredients such as ECO surfactants and biotech-derived
ingredients were stronger than other ingredients in our portfolio. To
support demand for lower carbon ingredients, we can now provide
carbon footprint data for three quarters of the Beauty Care portfolio
so that customers can quantify the benefits associated with using our
ingredients in their products. Sales to Asia exceeded sales to North
America for the first time with significant potential for further growth.
We are prioritising the region for investment in R&D and manufacturing,
particularly in China and India where underlying sales grew 12%.
The stand-out performer in 2023 was F&F which delivered 18%
underlying sales growth, benefitting from its distinctive positioning in
fast-growing markets and agile, cost competitive model. F&F sales were
up in all product categories and established regions, with the Middle
East particularly strong. F&F’s excellent sales growth principally reflects
its high exposure to local and regional customers outside North America
and Europe, as well as sales synergies that are being realised under
Croda’s ownership.
In Beauty Actives, reported sales were up 4% or down 1% on an
underlying basis (i.e. excluding the Solus Biotech acquisition). Positive
mix helped offset weaker volumes as sales of Sederma active ingredients
grew, particularly in China, whereas sales of lower value botanical
ingredients fell. Beauty Actives supported customer product launches
including the new Boots No7 Future Renew range and a new Deciem
product that repairs scars caused by acne. Having completed our
acquisition of Solus Biotech in July, we are excited about the opportunities
that the addition of further fermentation-derived active ingredients,
notably ceramides, are starting to open up.
Performance remained weakest in Beauty Care with sales down 11%
driven by lower volumes. Our approach here is to manage sales volumes
in the less differentiated parts of the portfolio to help base-load our
manufacturing assets and cover fixed costs, while accelerating
differentiation by driving innovation, enhancing the sustainability profile of
our ingredients, and transitioning our manufacturing processes to biotech
and other low carbon technologies. The 20% plus growth in sales of ECO
surfactants during a challenging year, and a continued increase in sales
of sulphate-free ‘clean’ surfactants, illustrate continued customer demand
for bio-based, lower carbon and biodegradable ingredients.
The recovery of sales volumes in Home Care accelerated as the year
progressed, with underlying sales down 1% year-on-year but up 12%
in the second half compared with the second half of 2022. Once again
it was sales of innovative ingredients differentiated by sustainability that
led the way, including our range of biopolymers which extend the life of
fabrics with future growth underpinned by a long-term contract with a
key customer.
Croda International Plc Annual Report & Accounts 202320
Strategic report
A proven strategic direction
where we are working closely with the Big Pharma companies driving this
development; secondly, oncology applications which require more
targeted delivery systems; and thirdly, gene editing therapies such as a
CRISPR treatment for sickle cell anaemia which we are supporting and
was recently approved by the US FDA.
Industrial Specialties – contributing to the efficiency of our
manufacturing assets
Following the PTIC divestment, the retained business became Industrial
Specialties (IS), operating a supply contract to the new owner of the
divested business and contributing to the efficiency of our shared
manufacturing site model by helping to optimise utilisation rates. On a pro
forma basis, sales fell 35% to £206.1m principally due to lower volumes,
reflecting destocking and weak industrial demand globally, and limiting
the ability of IS to help optimise site utilisation. Pro forma adjusted
operating profit fell 78% to £9.4m as negative operating leverage
compounded the impact of lower volumes. The impact of these
adverse market conditions on the SIPO joint venture in China resulted
in a goodwill impairment charge of £20.8m taken at the 30 June 2023
balance sheet date. Including the impairment charge, the reported IFRS
operating loss was £12.0m (2022: £79.9m profit), with the prior period
including the full contribution from the divested business.
Continued balance sheet strength
Our focus on active cash flow management in 2023 delivered excellent
results with improved free cash flow reflecting a £29.1m working capital
inflow (2022: £133.8m outflow) more than offsetting lower profit and
higher capex. In particular, we focused on managing down our own
inventories, with stock days falling by approximately 20% during 2023.
We expect our finished goods inventories to be back to pre-pandemic
levels by the end of the first quarter of 2024, mitigating the risk that selling
from stock (manufactured from higher cost raw materials) has a
detrimental impact on profit margins.
With improved free cash flow of £165.5m (2022 restated: £157.4m), our
balance sheet remains strong and we closed the year with net debt of
£537.6m (2022: £295.2m), including the £227.4m consideration paid on
completion of the Solus Biotech acquisition in July 2023. The resulting
debt leverage ratio was 1.3x (2022: 0.5x), within our one to two times
target range, despite the lower EBITDA.
Given the challenging market conditions, we reviewed the pace of in-flight
capital expenditure projects, as well as all new proposals for non-safety-
critical projects, whilst continuing to invest in our refocused portfolio to
drive profitable growth. This resulted in some capital expenditure originally
planned for 2024 being delayed until 2025. Organic capital expenditure in
2023 was broadly as expected at £170.1m (2022: £138.5m), focused on
growing our R&D capability, in Asia especially, and expanding our
manufacturing footprint to increase capacity.
With our strong balance sheet, we have been able to continue to invest
despite the weaker macroeconomic environment. R&D investment
included a new Consumer Care laboratory in Shanghai, China and a new
applications centre in Hyderabad, India to support growing demand for
protein and small molecule delivery from pharma customers. With our
Pharma business a top priority for capital allocation, we also opened an
adjuvant systems lab in Denmark and are due to expand our R&D
capabilities for nucleic acid delivery at Alabaster in the USA and in
Singapore in 2024.
Alongside investments that help deliver the carbon reduction roadmaps
that we have put in place for all Croda sites, we have also invested in
capacity expansion focused on Asia, including starting construction
of a new surfactants plant in Dahej, India, and the first stage of a £30m
investment in a combined Beauty Actives and F&F manufacturing facility
in Guangzhou to grow domestic sales in China. In addition to our typical
capital investment of around 6-8% of sales, we are investing an extra
£175m over the period 2021 to 2024 to scale up Pharma production,
particularly to meet forecast market demand for new nucleic acid drugs
which are widely expected to come to the market from 2025, with the US
and UK Governments co-investing up to an additional £75m combined.
We have invested over £110m in the programme to date. As a result of
Life Sciences – continued progress building industry-
leading positions in high-growth markets
Life Sciences sales were down 12% to £602.3m (2022: £682.3m), with
approximately seven percentage points of the reduction due to lower
sales of lipid systems for Covid-19 vaccine applications. On a reported
basis, positive price/mix of 3% partly offset a 15% decline in volume,
the majority of which was due to destocking by Crop Protection
customers with a small effect from similar trends in consumer health.
There was also a contribution from six months of phospholipid sales
following completion of the Solus Biotech acquisition in July and a small
foreign currency headwind.
IFRS operating profit was £131.7m (2022: £220.3m) and adjusted
operating profit was £150.3m (2022: £229.4m), resulting in an adjusted
operating margin of 25.0% (2022: 33.6%). Six percentage points of the
margin reduction was the result of adverse price/mix mainly due to lower
Covid lipid sales, and four percentage points was the result of the
negative operating leverage effect of lower volumes, mainly in Crop
Protection, partly offset by the benefit from a negligible variable
remuneration charge.
Crop Protection is developing sustainable crop care solutions as well as
delivery systems for biopesticides, launching two new delivery systems,
one specially designed for biologicals and the second for drone delivery.
Following an exceptional 2022, when Crop Protection delivered both
strong double-digit percentage volume growth and price/mix, the
business started the year with good momentum, but began to experience
rapid customer destocking in the second quarter. Volume weakness
continued throughout the second half year, to fall 21% year-on-year with
a small offset from positive price/mix, resulting in sales falling 19% overall.
In Seed Enhancement, most sales are derived from providing just-in-time
enhancement services for vegetable seeds so the business only saw a
limited impact from destocking, delivering 9% sales growth driven by
strong structural growth trends. Seed Enhancement is winning market
share through its leadership in microplastic-free seed coatings which
are in high demand following the EU’s decision to ban the use of
microplastics in agriculture in the next five years.
Pharma continued to make good progress with its industry-leading
position in biologics drug delivery as well as recent partnerships and
new product launches further strengthening the pipeline of opportunities.
Pharma sales fell 11% but grew 3% excluding lipid sales for Covid-19
vaccine applications. Whilst we were not immune from the challenges
impacting the market, including customers reducing inventory levels,
Covid normalisation and funding constraints for early-stage biotech
companies, the breadth and diversification of our pharma portfolio
enabled the business to deliver a resilient performance. Destocking
primarily affected the heritage consumer health business where customer
products are often sold over the counter, with lower Covid-19 demand
adversely impacting Adjuvant Systems sales as well as lipids for
Covid-19 mRNA vaccines. By contrast, drug delivery technologies for
Small Molecule, Protein and Nucleic Acid applications continued to grow.
To drive the growth of Protein/Small Molecule Delivery we opened an
applications centre in ‘Genome Valley’, Hyderabad, India, and launched
our first processing aid for biopharma (technologies which are integral
to the production of therapeutic proteins) which secured its first sales
within three months of launch. The future growth of Adjuvant Systems will
benefit from the launch of a new proprietary lipid-based adjuvant and two
new adjuvant partnerships agreed with Amyris and BSI. One of these is
for a sustainable squalene adjuvant that is produced by fermentation,
which is already being qualified by three major vaccine companies.
In Nucleic Acid Delivery, shipments of c.$60m of lipid systems to our
principal Covid vaccine customers occurred as planned at the end of
the fourth quarter, benefitting sector operating profit margin. Continued
growth will be driven by the commercialisation of new nucleic acid drugs
with the number in development continuing to expand, and Croda
supporting most of those that specify a lipid delivery system. The strong
medium-term growth trajectory for Nucleic Acid Delivery is likely to be
realised in three phases: firstly, mRNA vaccines for infectious diseases,
21Croda International Plc Annual Report & Accounts 2023
benefits associated with using them in their products. We are continuing
to expand this data set to cover more of our ingredient portfolio and a
broader range of sustainability factors.
Innovation is at the heart of what we do, creating new market and
technology niches. We filed more than 100 new patents in 2023
and have stepped up our rate of innovation through more external
partnerships, for example with Amyris and BSI for sustainable vaccine
adjuvants. Even in the unprecedented market conditions that we have
seen this year, customers are continuing to invest in new product
development, drawing on Croda’s deep scientific expertise and
application-focused innovation. The foundation of our innovation model
is internal R&D investment, applying the expertise of our scientists at our
global innovation centres to meet customer needs. Our R&D teams now
report directly into Consumer Care and Life Sciences, ensuring that our
priorities are customer driven. This is complemented by ‘big bet’ projects
often delivered with partners from our open innovation network which
provides access to universities and SMEs, helping develop new
intellectual property.
Strategic priorities
We are implementing specific strategic priorities to ensure our refocused
portfolio delivers consistent top and bottom-line growth. Alongside our
sector strategies we are (1) scaling biotech, (2) exploring acquisition
opportunities to supplement organic capital deployment, (3) investing
in fast growth in Asia, and (4) improving our customer and employee
experience through our ‘doing the basics brilliantly’ programme.
‘Scaling biotech’ will transform our approach to sustainability, particularly
in reducing customers’ scope 3 carbon emissions. Projects are underway
to develop bio-based fragrance ingredients, prioritising aroma chemicals
which are used in a high proportion of our fragrance references. Our
Beauty Care business is adding biotech-derived surfactants to our
existing ECO range, and Beauty Actives is launching novel anti-ageing
actives developed through collaboration between our biotech and high
throughput screening centres in the UK, France and Canada. This is
one example of how Croda is reinforcing its leadership in biotechnology,
established over more than a decade in plant cell cultures and
fermentation, and now being enhanced by investment in processing
for scale up, biocatalysis and synthetic biology.
We are supplementing our organic investment with ‘acquisitions’, where
our global scouting network identifies potential adjacent technology
opportunities in Consumer Care and Life Sciences with the acquisition
of Solus Biotech in South Korea completed in the year.
There are significant emerging opportunities for Croda across Asia
particularly in consumer care and pharmaceutical markets. We are driving
‘fast growth in Asia’, by investing in innovation and sales resource plus
selective expansion in manufacturing.
Our ‘doing the basics brilliantly’ programme is simplifying our operating
processes to improve employee productivity and driving efficiencies
within our well-established customer-centric model including a new online
ordering portal complemented by more self-serve data for customers.
The programme is delivering good results including a 6% improvement
for ‘ease of doing business’ alongside a further increase in overall net
promoter score in our latest customer survey.
Sector strategies
Our sector strategies are to ‘strengthen to grow’ Consumer Care
and ‘expand to grow’ Life Sciences. We are ‘strengthening to grow’
Consumer Care to be the most innovative, sustainable and responsive
solution provider globally. Even in the current trading environment,
demand for innovation remains strong and we are continuing to enhance
our portfolio by adding more fermentation-derived ingredients and
high-performance replacements for fossil-based products. Similarly, we
are broadening our unrivalled ability to substantiate ingredient claims to
include product-level carbon footprint data, incorporating the impact of
“We complement organic
investment with selective
acquisitions of adjacent
technologies, particularly those
which can accelerate our transition
to greater use of natural raw
materials or build new technology
platforms, enhancing
futuregrowth.”
Chief Executive’s statement continued
the review of phasing of current capital projects, total capital expenditure
is expected to fall slightly in 2024, but with heightened levels of capex
(compared to the pre-2021 period) continuing through 2025 as the
Pharma facilities are built and capacity in Asia comes on-stream.
We complement organic investment with selective acquisitions of adjacent
technologies, particularly those which can accelerate our transition to
greater use of natural raw materials or build new technology platforms,
enhancing future growth. The acquisition of Solus Biotech from Solus
Advanced Materials has excellent alignment with our strategic priorities,
expanding our Asian manufacturing capability, adding a new biotechnology
R&D hub in the region, and providing our Beauty Actives and Pharma
businesses with access to Solus’ existing biotech-derived ceramide and
phospholipid technologies, and its emerging capabilities in natural retinol.
We will drive sales growth by leveraging Croda’s global selling network
and formulation science expertise.
Capital deployment will be executed within our consistent capital allocation
policy, set out in the Finance review. Alongside organic and inorganic
investment, the policy provides for a regular and increasing ordinary
dividend to shareholders, while operating an appropriate balance sheet.
With 32 years of unbroken dividend progression, consistent distribution
to shareholders is a critical consideration for the Board. Therefore, despite
temporarily taking us outside our stated through-the-cycle payout ratio of
distributing 40-50% of earnings, we have proposed a small increase in the
full year dividend at 109p a share (2022: 108p). The Board is keeping the
Company’s future capital requirements under close review.
Strategy overview – megatrends intact; continued
strategic investment through the downturn; well
positioned for market recovery
Strategy overview
Despite the challenging market conditions in 2023, the technology trends
that will drive our future growth have not changed with continued demand
for sustainable ingredients and a continued transition from small molecule
active ingredients to large molecule biologics. Through the acquisitions and
divestments we have made in recent years, we have successfully realigned
our portfolio with these megatrends and our strategy of combining
sustainability leadership with market-leading innovation is unchanged.
In line with our Purpose of using Smart science to improve lives
TM
, we
enable customers to realise their sustainability ambitions through the
application of our innovation and the creation of sustainable ingredients.
We are reinforcing our sustainability leadership by reducing the adverse
impact of our operations, by replacing fossil-based ingredients with
bio-based materials, reducing emissions, promoting biodiversity and
ensuring our sourcing activities make a positive contribution to
communities in our supply chains. Our sustainability leadership delivers
benefits that are increasingly valued by our customers; for example, we
can now provide cradle-to-gate product-level carbon footprint data for
approximately 1,300 of our ingredients so that customers can quantify the
Croda International Plc Annual Report & Accounts 202322
Strategic report
A proven strategic direction
decarbonisation to 2030. Finally, the continued fragmentation of
consumer markets plays to our strengths as we partner with customers
large and small globally, enabling smaller customers to partner with us to
launch their products quickly.
The move to biologics is the key structural driver of growth in both
pharmaceutical and agriculture markets over the next decade, and we
are ‘expanding to grow’ Life Sciences to empower biologics delivery. In
agriculture, this move will enable greater targeting of actives and reduced
biodiversity impact. In this market we are positioned as an innovation
partner for delivery systems, creating new systems specifically for the
delivery of biopesticides and meeting the sustainability challenges of
conventional pesticide delivery. In pharma markets, the move from
chemical to biological active pharmaceutical ingredients is already
underway and we have developed a portfolio focused on segments with
the highest development and innovation needs. As a result, our pharma
portfolio has a well-diversified risk profile and opportunity set, which we
are expanding through new technologies from our own innovation
pipeline and via partnerships. The competitive positioning of our Pharma
business is extremely strong, providing delivery systems that are critical
to next-generation drugs and with excellent customer relationships
spanning drug discovery through to commercial supply.
Future performance drivers
In Consumer Care, average customer inventory levels have fallen and
volume recovery should be an important driver of near-term performance,
particularly in Beauty Care which has broad market exposure and is
larger than the other business units. Our approach in Beauty Care is
to manage sales volumes in those parts of the portfolio where there
is less differentiation to underpin consistent plant utilisation while also
accelerating portfolio differentiation through innovation, sustainability and
biotech. More recent additions to Consumer Care, including ceramides
in Beauty Actives – which have significant growth potential, and the F&F
business – which is delivering impressive sales growth albeit at margins
which are below the average for Consumer Care, can also influence our
future performance. Geographically, Asian consumer care markets are
likely to grow faster than the rest of the world, particularly in India and
China. While our direct sales to China have remained robust, a broad-
based recovery in Chinese consumer spending and travel would underpin
improved global demand for consumer care products.
In Life Sciences, an end to destocking in Crop Protection markets
would be an important driver of improved performance in the near term.
However, the timing of this inflection point is uncertain as destocking
started later, and customer concentration is higher, so demand can
be determined by the buying decisions of four or five major customers.
In addition, agriculture markets are seasonal, so a lack of demand can
mean that a whole season is missed, but conversely when a recovery
comes it is likely to have a more immediate effect. Historically, the market
for field crop seeds experiences changes in demand later in the cycle, so
the market environment could be tougher in 2024, but for Croda, this risk
is mitigated by our focus on vegetable seeds as well as market leadership
in microplastic-free seed coatings and the incremental opportunities that
are being created by regulation change.
The challenges that faced pharmaceutical markets in 2023, including
the reset of demand post Covid-19, destocking and contraction in the
availability of early-stage funding, appear to be temporary rather than
structural, but their effects could continue into 2024. Over the longer
term, accelerating growth and margins will be driven by incremental
revenue from our own innovation pipeline and the commercialisation
of new biologic drugs. The drivers of future performance in Pharma are
therefore the rate of growth of our new delivery systems and vaccine
adjuvants that we are bringing to the market, many of which are already
generating revenue and have meaningful peak sales projections, and the
pace of approval of new mRNA drugs and vaccines, a high proportion of
which we are supporting during clinical trials and have invested capital in
to be able to produce at scale when launched.
Outlook
Consumer Care has started the year well and we are cautiously optimistic
about the improving demand trend we experienced in January. Within
Life Sciences, we expect the non-Covid Pharma business to grow but
that destocking will continue in Crop Protection. Demand in Industrial
Specialties is expected to remain weak.
Given the ongoing uncertainty in our end markets, the recovery trajectory
for each of our business units remains difficult to predict and the range
of possible outcomes in 2024 is therefore wider than usual at this stage
of the year. Overall, however, the Group expects to deliver mid to high
single digit percentage sales growth in 2024, excluding the c.$60m of
Covid-19 lipid sales in 2023, with higher sales volumes more than
offsetting lower price/mix.
We expect 2024 Group adjusted operating margin to be two to three
percentage points lower than 2023 due to the following:
Different business mix effects year-on-year, with no Covid-19 lipid
contribution and continued strong growth in Fragrances and Flavours.
Low overhead recovery is expected to persist as sales volumes remain
depressed in Crop Protection and Industrial Specialties, two of the
three businesses with the highest production volumes, alongside
Beauty Care.
To support the return to sales growth, the cost base will reset back to
a more normalised level from its low point in 2023. This will include the
likely unwind in 2024 of the c.£25m benefit we saw in 2023 from a
negligible variable remuneration charge. Some of this will be offset by
modest cost savings from our recent reorganisation.
We will continue to invest to support our long-term strategy. Customer
interest in innovation and sustainable ingredients remains strong,
despite the current destocking cycle.
Using these assumptions and at current exchange rates, we expect
Group adjusted profit before tax to be between £260m and £300m
in full year 2024.
Croda will report sales performance quarterly during 2024 and we
will provide an update on first quarter trading at the AGM on 24 April
2024. Croda expects to return to its normal cycle of half yearly reporting
in 2025.
With our strong balance sheet, improving cash flow and consistent
investment in our refocused portfolio, Croda is well positioned to take
advantage of the demand recovery when it occurs. We expect the
Group’s performance to accelerate from 2025, generating continued
increasing returns for our shareholders.
Steve Foots
Group Chief Executive
We use a number of Alternative Performance Measures
(APMs) to assist in presenting the information in this report. For
detail on any APMs used see the Finance review on page 50.
The Strategic Report was approved by the Board on
26 February 2024 and signed on its behalf by Steve Foots.
23Croda International Plc Annual Report & Accounts 2023
Feeding a growing
population and
restoring nature
Living more sustainably
within planetary
boundaries
Global demand for health
and wellbeing
Feeding a global population that
is expected to reach 10 billion
people by 2055 will require a 70%
increase in agricultural output
1
.
With most suitable land already
farmed, increased output will
come from higher yields and
growing more resilient crops on
less suitable land, supported by
restoring degraded ecosystems
and nature.
Population growth and increasing
consumption, fuelled by the
expansion of the middle class
particularly in developing countries,
are putting pressure on planetary
systems such as water, climate
and biodiversity, and scarce
natural resources. Addressing this
challenge requires transformational
new approaches to consumption
and circularity.
The pandemic has made
consumers more conscious of
their physical and mental wellbeing,
and expanded demands on
healthcare systems, already
increasing due to a growing and
ageing population. This has
increased demand for effective
ingredients that are underpinned
by science and support physical
and mental health.
Megatrends
Move to sustainable ingredients
With population growth and increasing
consumption putting pressure on planetary
systems, consumers are supporting companies
they think are acting responsibly and providing
solutions to the causes and impacts of climate
change. This is influencing consumer decisions
when it comes to the products that they buy.
As a result, consumer-facing companies are
looking for ingredients that enable them to
deliver products with substantiated claims and
transparent information about their social and
environmental impacts.
The move to sustainable ingredients is not
confined to the consumer market, with crop
science companies seeking biodegradable
ingredients with a low carbon footprint, that can
make a positive contribution to improving yields,
soil health and biodiversity.
Growing demand for sustainable ingredients is
also driving increased regulation by industry and
national authorities.
Move to biologics
The move to biologics – large molecules
manufactured using microorganisms rather than
small molecules made by chemical synthesis –
is transforming medicine and agriculture.
Biologic drugs are much better at treating
disease in a targeted way with fewer side effects,
but they are hard to make, difficult to stabilise,
and need sophisticated delivery systems. Nucleic
acid drugs that teach the body to make its own
medicine represent the next phase in the move
to biologics, further enhancing patient outcomes
and increasing drug complexity.
Biologically active technologies, including
naturally occurring microbes and RNA
interference, are also being used as precisely
targeted, environmentally friendly pesticides.
The ability for these biologics to target
specific elements in the host offers significant
opportunities to reduce negative impacts
on the planet and society.
Delivering solutions
for the changing world
Meeting
global
challenges
Of the trends affecting
our markets and supply
chains, we have
identified three key
global challenges that
our strategy helps
to address.
Technology
trends
affecting our
markets
1. Food and Agriculture Organisation of the United Nations. Global agriculture towards 2050.
Croda International Plc Annual Report & Accounts 202324
Strategic report
A proven strategic direction
Market environment
Navigating a
complex market
Short-term
market
drivers
Impact of high inflation
Four years after the outbreak of Covid-19, our market
environment has continued to experience the ripple
effects of the pandemic and subsequent surge in
demand as lockdowns were lifted.
The challenges businesses faced meeting surging
demand, compounded by the impact on energy and
food prices of Russia’s invasion of Ukraine, resulted in
the highest inflation the global economy has seen for
the last 15 years.
From early 2021 until mid-2022, in the face of
escalating prices, our customers bought ingredients as
early as possible to reduce their costs, resulting in the
unprecedented stocking of supply chains.
From the start of 2022, central banks began increasing
interest rates to manage inflation and reduce overall
spending. As this monetary tightening took hold,
customers began to reduce inventory levels, albeit at
different times across the different market segments
that we serve.
One impact of this change in the trading environment
was that raw material costs fell during 2023 enabling
us to reduce prices in market segments where price is
important to competitiveness.
Higher interest rates have also negatively impacted
the availability of funding, particularly for early-stage
companies which often drive the development of
nascent technologies in sectors such as
pharmaceuticals. To date, the impact of this funding
squeeze on Croda’s Pharma business has been limited,
as the development of novel drugs that use our delivery
systems, such as mRNA vaccines for respiratory
diseases, are principally driven by ‘Big Pharma’.
With inflation now falling and the US Federal Reserve
indicating that the period of tightening monetary policy
could be over, interest rates are likely to fall in 2024,
supporting lower volatility in customer demand.
Rapid and indiscriminate destocking
The chemical industry has experienced a prolonged
period of destocking with an impact across all markets.
In 2021-22, customers carried higher levels of inventory
to meet surging demand, avoid disruptions and as a
hedge against inflation. With higher interest rates in 2023,
customers have freed up capital held in excess stock.
Destocking has been compounded by a weaker
demand environment, particularly in China, where the
economy has not recovered from Covid-19 as fast as
some of our customers were anticipating.
As a result, order visibility has been shorter than normal,
and sales volumes were down across most markets.
This led to low levels of capacity utilisation at our
‘shared’ manufacturing assets (that produce ingredients
for multiple business units) with negative operating
leverage impacting profit margins.
Encouragingly, customer demand for our ingredients
that are differentiated by their sustainability
characteristics has been resilient and demand for
innovation has remained strong.
In 2023 customer inventories remained elevated
compared to pre-pandemic levels. In Consumer Care
inventory levels reduced through the year as shown in
the chart below, but in Crop Protection inventory levels
remained significantly elevated. Looking into 2024,
whilst geopolitical risks remain heightened, customer
inventory levels should continue to fall.
US, UK and EU central bank interest rates (%)
Inventory days for large customers
Consumer Care customers
Crop Protection customers
Dec 15 Dec 20 Dec 25
Fed Rate (Midpoint)
Forecast Fed Rate
BoE Rate Forecast BoE Rate
ECB Deposit Rate Forecast ECB Deposit Rate
0
1
2
3
4
5
Bayer Syngenta Corteva FMC
2022 2023Pre-CV19
0
50
100
150
200
250
300
Source: Interest rate forecasts are from Bloomberg as at
19 January 2024.
Source: Inventory days are derived from public company
disclosures for the relevant customer.
L'OréalColgateHenkelUnileverJ&J Beiersdorf Estée
Lauder
2022 2023Pre-Covid
0
50
100
150
200
250
L'OréalColgateHenkelUnileverJ&J Beiersdorf Estée
Lauder
2022 2023Pre-Covid
0
50
100
150
200
250
25Croda International Plc Annual Report & Accounts 2023
Strategy
Sustainability + Innovation = Growth
Our strategy combines market-leading innovation and sustainability,
providing innovative solutions with superior sustainability profiles to
drive growth. To support our Group strategy we have six shorter-term
strategic priorities.
Fast grow Asia
By expanding our
presence in Asia, we
will be able to access
high-growth markets that
are developing at a faster
pace with opportunities
across Consumer Care
and Life Sciences.
InnovationSustainability
Scale
biotechnology
Scaling biotechnology
is enabling ingredients
to be produced using
techniques such as
fermentation, significantly
improving the
sustainability profile of
manufacturing processes
and raw materials.
Expand to grow Life Sciences
Our strategy in Life Sciences is to empower biologics delivery, enabling
the shift to biological active ingredients in pharmaceutical and
agricultural markets that will drive structural growth opportunities in the
years to come. This move from chemically-synthesised to biological
active ingredients is already underway in pharmaceutical markets but
is in its earlier stages in agricultural markets. We aim to broaden our
portfolio of pharma delivery systems and bioprocessing aids through
organic investment, technology partnerships and selective bolt-on
acquisitions that bring a unique capability to the Group.
See more on page 43
Strengthen to grow Consumer Care
In Consumer Care we aim to be the most sustainable and
responsive supplier of innovative ingredients. We are strengthening
the portfolio through continued innovation, developing claims-based
ingredients with objective and verifiable performance data provided
by our advanced validation techniques. The sustainability profile
of our portfolio is a source of competitive advantage and we are
further strengthening the portfolio by developing new ingredients
with superior sustainability credentials, including bio-based,
biodegradable and low-carbon products, with validated claims data.
See more on page 39
Proactive M&A
We look to acquire
disruptive technologies
and complementary
bolt-on acquisitions that
we can scale through
organic investment in line
with our ‘buy and build’
model. M&A is strategy-
led with ‘chief scouts’ in
Consumer Care and Life
Sciences working to
identify technologies
of the future.
Doing the basics
brilliantly
Our ‘doing the basics
brilliantly’ programme
drives continuous
operational
improvements, aimed at
improving the customer
experience and
increasing employee
productivity by leveraging
digital technologies and
streamlining processes.
Smart science
to improve lives™
Croda International Plc Annual Report & Accounts 202326
Strategic report
A proven strategic direction
Progress on
Group
strategy
Progress on
strategic
priorities
Sustainability
Strategic progress 2023
Launched product-level carbon footprint (PCF) data
covering scope 1, 2 and 3 emissions for around
1,300 ingredients
Further reduced our GHG emissions, remaining
on track to achieve our 1.5˚C Science Based
Target by 2030, with several manufacturing sites
in Brazil, Denmark and France achieving close to
carbon neutrality
Saved more than 150,000 hectares of land through
the use of our crop and seed technologies
Received limited assurance for significant climate
related data, strengthening the integrity of non-
financial data
Priorities for 2024
Meet interim 2024 milestones as part of our 2030
Commitment, including zero process waste to
landfill, reducing our water impact and sustainable
sourcing targets
Review and refresh the sustainability strategy at the
midpoint of the decade of action
Conduct the first double materiality assessment
of our business
Fast grow Asia
Opened new labs in Shanghai (China) and
Hyderabad (India) for Consumer Care and Pharma,
respectively, and committed to opening an
applications lab for Nucleic Acid Delivery in Singapore
in 2024
Commenced construction of combined F&F/Beauty
Actives manufacturing site in China and surfactants
plant in India
Proactive M&A
Acquired Solus Biotech, a global leader in premium,
biotechnology-derived active ingredients
Delivered first sales of naturally-derived ceramides
and phospholipids from Solus Biotech
Expand Life Sciences
Added biotechnology-derived squalene and QS-21
to the portfolio through licensing agreements, both
of which are used as advanced vaccine adjuvants
Progressed Pharma investment programme adding
capacity to support future growth from nucleic
acid-based therapies, due onstream in 2025
Innovation
Strategic progress 2023
Aligned R&D teams directly with Consumer Care
and Life Sciences to ensure that our priorities are
customer-driven
Focused on ‘big bet’ projects harnessing the
potential of biotechnology, alongside our traditional
chemical technologies
Expanded innovation infrastructure to support
high growth in Asia, with new facilities in both China
and India
Continued to expand formulation academies to
share our technical expertise with customers
Priorities for 2024
Continue to strengthen innovation capability across
core technology platforms including synthetic
biology, biocatalysis and downstream processing
Broaden ongoing activity within open innovation
programmes to accelerate the discovery of new
technology platforms and continue to drive
collaboration with customers to deepen our
technical relationships
Scale biotechnology
Launched several new IP-protected biotech-derived
ingredients, including anti-ageing active ingredients
Expanded our biotech capabilities in the UK, France
and South Korea
Doing the basics brilliantly
Adopted a new organisational structure which will
reduce complexity and improve accountability and
customer intimacy
Saved hundreds of employee hours per month
through the launch of an online ordering portal
Strengthen Consumer Care
Increased the proportion of New and Protected
Product sales by accelerating the differentiation
of our portfolio
Accelerating the transition to biotechnology,
launching new ingredients derived from plant cell
cultures, marine microorganisms and fermentation
27Croda International Plc Annual Report & Accounts 2023
Focused on operational delivery
Driving efficiency across the Group
We are ‘controlling what we can control’, optimising
performance in a challenging market environment
through short-term cost measures. This is alongside
longer-term operational improvements such as our
‘doing the basics brilliantly’ programme, which is
improving our processes and ways of working,
benefitting the customer experience.
To find out more see page 29
An organisational structure that
leverages our strengths
Our new organisational structure, introduced in
January 2024, aligns the accountability for strategy
and performance, creating greater ownership and
improving agility and customer responsiveness.
To find out more see page 31
Continuing to invest in future growth
Despite short-term pressures, we continue to invest
in future growth, matching our customers’ appetite
for innovation through targeted investment in R&D
and manufacturing, with continued capital discipline.
To find out more see page 27
Reasons to invest in Croda
Croda International Plc Annual Report & Accounts 202328
Strategic report
Focused on operational delivery
A balanced approach to capital allocation
Our continued capital deployment was executed within our consistent capital allocation policy which is to:
Reinvest for growth – invest in organic capital
expenditure to drive shareholder value creation
through new capacity, product innovation and
expansion in attractive geographic markets to
drive sales and profit growth;
Provide regular returns to shareholders – pay a
regular dividend to shareholders, representing 40 to
50% of adjusted earnings over the business cycle;
Acquire disruptive technologies – to supplement
organic growth, we are targeting a number of
exciting technology acquisitions in existing and
adjacent markets, with a focus on strengthening
Consumer Care and expanding in Life Sciences with
a particular emphasis on Pharma technologies; and
Maintain an appropriate balance sheet – to meet
future investment and trading requirements, targeting
a leverage ratio of 1 to 2x over the medium-term cycle.
We consider returning excess capital to shareholders
when leverage falls below our target range and
sufficient capital is available to meet our investment
opportunities. The Board is keeping the Company’s
future capital requirements under close review.
Given the challenging trading conditions in 2023, we took some
immediate actions to address costs, at the same time as driving
incremental sales growth by increasing customer sales activity and
using quieter time during 2023 to bring forward maintenance and focus
on other capital projects. Prioritising customer-facing activities will help
ensure we can take advantage of the demand recovery when it occurs.
Tight cost control measures were implemented from the second
quarter of 2023 to maximise profitability. A refreshed operational
dashboard was also introduced to provide up-to-date performance
data to leaders. As we saw volumes reset downwards, we optimised
production to match the lower demand through plant shutdowns,
reduced shift patterns, and introducing more ‘make to order’ contracts
with customers. This helped us avoid costs, with energy and freight
costs falling through the year and second half costs 12% lower than
the first half. Outside of production, our main focus was on budgeted
cost avoidance such as restricting travel, curtailing headcount and
other common-sense measures.
Annual salary increases were granted at the start of 2023 but a hiring
freeze from Q2 onwards meant underlying employee headcount fell.
In addition, a negligible charge for variable remuneration versus 2022
benefitted operating profit margin. A new organisational structure has
been in place since the start of 2024, with all regional teams now
reporting into Consumer Care and Life Sciences. This will ensure we
deliver more effectively for our customers and should result in annual
cost savings of £9m from 2025. A £5.4m exceptional restructuring
Driving Group efficiency
Focused on operational delivery
Louisa Burdett
Chief Financial Officer
“There are further opportunities to
drive efficiency savings by simplifying
our business processes and driving
improvements to the way we work
that will deliver sustained benefits to
our operational effectiveness over
the longer term.”
charge was recognised in the 2023 accounts associated with the
introduction of this simpler operating model and we expect a charge
of low single-digit millions in 2024 as further benefits are realised.
In addition, we regularly review our site footprint and closed a site at
Cikarang in Indonesia which principally served industrial customers.
There are further opportunities to drive efficiency savings by simplifying
our business processes and driving improvements to the way we work
that will deliver sustained benefits to our operational effectiveness over
the longer term. A number of workstreams are already underway under
our ‘doing the basics brilliantly’ programme, including through the use of
artificial intelligence, data analytics, an online ordering tool that is saving
hundreds of employee hours, and a multi-year SAP upgrade.
We have actively managed our cash flow encouraging all employees
to focus on generating cash, managing down our own inventories and
collecting payments promptly. This delivered excellent results with
improved free cash flow due to a working capital inflow and a significant
reduction in inventory days which fell by around 20%. We expect our
finished goods inventories to be back to pre-pandemic levels from a
high point at the end of 2022 by the end of the first quarter of 2024,
mitigating the risk that selling from stock (manufactured from higher cost
raw materials) has a detrimental impact on profit margins. Enhanced by
this improved free cash flow, our balance sheet remains strong with our
debt leverage ratio within our target range of one to two times.
During the year we reviewed the pace of all in-flight capital expenditure
projects, as well as every new proposal for non-safety-critical projects.
This ensured that we maintained strong capital discipline whilst
continuing to invest through the downturn in our refocused portfolio
to drive profitable growth.
In addition to continued organic capital expenditure to support
significant opportunities for growth across Consumer Care and Life
Sciences, on 4 July 2023, we completed the acquisition of Solus
Biotech from Solus Advanced Materials for a total consideration
of £227.4m, funded from cash and debt facilities. This brings
biotechnology-derived ingredients into our portfolio including
ceramides and phospholipids.
With a track record of more than 30 years unbroken dividend
progression, consistent distribution to shareholders is a key
consideration for the Board. We have proposed a small increase
in the full year dividend at 109p a share (2022: 108p).
2
4
29Croda International Plc Annual Report & Accounts 2023
Driving operational delivery in 2023
Our focus in 2023 has been on ‘controlling what we
can control’ to protect profitability, alongside longer-
term improvement programmes to drive efficiency
savings by simplifying business processes and ways
of working. This focus will ensure Croda is positioned
to recover when the macro-environment improves.
Leveraging data analytics
Croda is exploring the use of data science and
Artificial Intelligence (AI). By investing in data
science capabilities, including visualisation tools,
we have been able to protect existing revenue
through targeted customer retention, improve the
speed and accuracy of assessing the carbon
footprints of our ingredients, and cut the time our
scientists need to identify effective formulations for
a range of products – from months to days.
Cost measures
to protect profitability
Several cost measures have been
implemented since June 2023 to protect
profitability. Actions include tighter budgetary
control of fixed costs, optimising production
through plant shutdowns and reduced shift
patterns, at the same time as increasing sales
activity to meet ongoing customer demand
for innovation.
20,000
Product Carbon
Footprints can be
calculated instantly
following the
introduction of
advanced analytics
70%
We have used AI to
successfully predict 70%
of customers at risk of
changing supplier
Croda International Plc Annual Report & Accounts 202330
Strategic report
Focused on operational delivery
Our operational performance dashboard has been refreshed and made available as an App to provide a single source of performance data for
Croda’s senior leadership team.
Simplifying our structure
A new organisational structure has been effective since the start of 2024 with
all regional teams, including sales, R&D, marketing, customer service and
manufacturing, reporting into Consumer Care and Life Sciences. This will
ensure we deliver more quickly and more efficiently for our customers.
Refreshed operational performance dashboard
Order intake
Volume and
value of orders
plus trends
Turnover rate
Employee turnover
segmented by
years of service
and location
Controllable costs
Monthly controllable costs
in constant currency
Business at risk
Total weighted value of business at risk
based on sales, CRM and delivery data
Safety performance
Number of major incidents collated weekly
Capital
expenditure
Monthly cumulative
capex versus target
Pipeline
conversion
Leads converted
into won
opportunities
Working capital
Receivables
Month-end
receivables plus
overdue percentage
RevenueProfit before tax
‘Doing the basics brilliantly’
programme
We are seeking efficiency savings through improving
business processes. Our ‘doing the basics brilliantly’
programme is improving our customer experience
and employee productivity through a combination
of customer insights, digital technologies and
process improvements. This programme has
driven efficiencies within our well-established
customer-centric model including an online
portal and more self-serve data for customers.
S
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Consumer
Care
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a
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Functional
enablers
Industrial
Specialties
Life
Sciences
– Pharma
– Agriculture
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31Croda International Plc Annual Report & Accounts 2023
Delivering long-term performance
A long-term track record
Our successful business model has enabled us to
pay a growing dividend for more than 30 years.
Increasing shareholder returns have been delivered
alongside strong non-financial performance.
To find out more see page 33
Consistent capital allocation in line
with a clear policy
A clear capital allocation policy guides our
investment decisions with a preference for organic
capital investment, complemented by technology-led
‘bolt-on’ acquisitions, which has delivered attractive
long-term growth.
To find out more see page 29
Retained a strong financial position
despite market headwinds
Despite market headwinds and a weaker
performance in 2023, our cash generative business
model and disciplined approach mean we have
retained a strong balance sheet and the headroom
to invest.
To find out more see pages 47-50
Reasons to invest in Croda
Croda International Plc Annual Report & Accounts 202332
Strategic report
Delivering long-term performance
We have a long-term track record of delivering
positive financial and non-financial performance
for the benefit of all stakeholders.
A proven track record
Long-term financial and non-financial performance
Attractive financial characteristics
Highly cash generative
Operating cash flow and cash conversion
A track record of dividend growth
Full year ordinary dividend per share (pence)
0
20
40
60
80
100
120
2023
2022
2021
2020
2019
2018
2017
2016
2015
2014
2013
2012
2011
2010
2009
2008
Cash conversion (%)
1
Operating cash flow (£m)
100
200
300
400
500
Operating cash flowCash conversion
Over the past 15 years the Group has transformed from a specialty chemicals
business focused predominantly on industrial markets to one serving consumer,
agricultural, and pharmaceutical markets. As the scale of the Group and
operating margins have expanded over time, profits have risen, with consistently
strong conversion of profit into cash.
1. Cash conversion defined as operating cash flow (pre-interest and tax) divided
by EBITDA.
Strong compounding financial performance over many years, supported by a
conservative capital allocation policy and powerful business model, has enabled
us to pay a growing dividend for more than 30 years. Since 2008 the ordinary
dividend has grown by an average of 12% a year. In 2023 the dividend was
increased by 0.9% with robust cash flow and a conservative leverage position
(net debt to EBITDA ratio of 1.3x) supporting continued growing returns
to shareholders.
Delivering non-financial progress
Progressing to a carbon-light business model
Emissions intensity 2018-2023
1
Reducing our water footprint
Total water withdrawal 2018-2023
2
2018 2020 2021 2022 2023
306
263
192
134
138
275
GHG emissions intensity
(tonnes CO
2
e/£m value add)
2019
20192018 2020 2021 2022 2023
4,598
4,147
4,241
3,412
3,251
3,007
At the same time as delivering on our absolute Science Based Target aligned
with the 1.5˚C pathway, we are decoupling value growth from our impact
on climate.
Our emissions intensity measured relative to ‘value added’ shows significant
continuous improvements since 2018. This aligns with our approach to growth,
focusing on low-volume, high-value ingredients that add significant value in our
customers’ solutions.
We have improved effective use of water in manufacturing our ingredients,
reducing our total water volumes used by 35% since 2018. We have been
prioritising efforts to reduce our water footprint over many years and in 2020
launched a holistic water impact metric. Focused on water use in our direct
control, this builds on previous metrics to include location specific water issues
(e.g. flood risk, water scarcity and quality) alongside volume. Our target is to
reduce our water impact in the most stressed locations by 50% by 2030.
See page 15 of our Sustainability Impact Report.
1. For the definition of value added see page 64. 2. Excludes PTIC businesses that were divested in 2022.
0
20
40
60
80
100
120
2023
2022
2021
2020
2019
2018
2017
2016
2015
2014
2013
2012
2011
2010
2009
2008
indicates where metrics have been assured (limited assurance) under ISAE (UK) 3000 and ISAE 3410 by KPMG, our independent assurance provider and reflects
the position for the year ending 31
st
December 2023. See www.croda.com/sustainability for details.
33Croda International Plc Annual Report & Accounts 2023
Key performance indicators
Delivering on our sustainability ambitions
We use smart science to create high performance ingredients and technologies that improve lives
and aim to have positive global impacts on climate, nature and society over the long term.
Scope 1 and 2 GHG emissions Land area saved
101,246 tonnes CO
2
e 151,038 hectares
20192018 2020 2021 2022 2023
47
27
21
11
14
104
94
103
113
110
87
38
Scope 1 Scope 2 market based Science Based
Target trajectory
Scope 1 and 2 emissions
('000' tonnes CO
2
e)
20202019 2021 2022 2023
108
92
126
161
151
16
34
69
59
Land saved over 2019 baselineAbsolute land area saved
Land area saved ('000 hectares)
Definition
Our operational greenhouse gas (GHG) emissions (associated with burning fuels
onsite and purchased electricity) in absolute terms.
Target
By 2030, we will have achieved our Science Based Target, reducing scope
1 and 2 emissions by 46.2% from our 2018 baseline.
Performance
Since 2018, our baseline year, our total scope 1 and 2 GHG emissions have
reduced by 33%. While our 2023 scope 1 and scope 2 emissions are tracking
well below our Science Based Target, the challenging business environment
and associated reduction in sales volumes in 2023 contributed to the lower
emissions output. Although volumes are expected to recover, we remain
confident in achieving our Science Based Target.
R
Definition
Land area saved through the application of our crop protection and seed
enhancement technologies, using 2019 as our baseline year.
Target
Throughout this decade, the land saved through the application of our
technologies will exceed any increase in land used to grow our raw materials
by at least a factor of two, and by 2030 we will save a minimum of 200,000
hectares per year more than in 2019.
Performance
In 2023, the use of our agricultural ingredients and new technologies saved
58,815 hectares of land versus our 2019 baseline of 92,223 hectares,
translating to a total land saving of 151,038 hectares in 2023. We remain on
track to hit our 2024 intermediate milestone of saving at least 80,000 hectares
per year more than in 2019, and our 2030 target of saving 200,000 hectares per
year more than in 2019.
R
Progress on our Commitments in 2023
Climate Positive
As we continue to deliver on our Science Based Target (SBT) for
GHG emissions reduction, we recognise the value to our customers
of sharing product-level carbon footprint (PCF) data, to help their
decision-making as they formulate. In 2023 we launched PCF data to
our Consumer Care customers, covering scope 1, 2 and upstream
scope 3 emissions with a methodology aligned to industry standards.
The majority of our carbon footprint is emissions associated with the
production of our raw materials. We are therefore fully engaged with
suppliers, both directly and as members of the chemical industry
consortium, Together for Sustainability (TfS), to gain greater clarity on
emissions and started to receive primary scope 3 data from leading
players in 2023. We also completed our first downstream scope 3
inventory analysis, which demonstrated the importance of
understanding indirect consumer emissions throughout the
full lifecycle of a product.
Land Positive
In addition to our land saved target we aim to bring an average of
two crop technological breakthroughs to market each year until 2030.
In 2023, we launched four products which protect biodiversity and
mitigate the impact of changing climate and land degradation,
bringing our total launched since 2020 to nine. Our use of raw
materials derived from bio-based and other natural sources brings
with it a responsibility to understand and address our dependencies
on ecosystems and impacts on nature and biodiversity. In 2023 we
were selected to join World Business Council for Sustainable
Development’s (WBCSD) Science Based Target for Nature Preparer
Group, in line with our ambition to contribute to a Nature Positive
world by 2030. In response to the first release of SBTs for Nature,
which aim to refine understanding of our impacts on freshwater,
as well as protecting and restoring terrestrial ecosystems, this small
group of WBCSD members is working to help organisations develop
their goals for nature.
See pages 9-13 of our Sustainability Impact Report See pages 14-18 of our Sustainability Impact Report
Croda International Plc Annual Report & Accounts 202334
Strategic report
Delivering long-term performance
People Positive
Our People Positive Commitment impacts both our employees
and wider society. In 2022, through the use of our solar protection
ingredients, Croda delivered on its 2030 target to protect more than
60 million people from potentially developing skin cancer caused by
harmful UV rays. In 2023 we progressed towards our target of
contributing to the successful development and commercialisation
of 25% of WHO-listed pipeline vaccines and have already achieved
our 2024 milestone of 10 clinical phase III trials, two years ahead of
schedule. We are continuing to work towards gender balance in our
management. In 2023, we increased the number of women in senior
positions to 39%
(2022: 38%). The Croda Foundation was established
in 2021 to help sustainably improve one million lives. In 2023,
super-charged by additional funding accepted from Croda, it has
sustainably improved the lives of over 22 million people, providing
34 grants across 21 countries.
Fundamentals
The Fundamentals element of our Commitment represents the social
licence required for a multinational company such as Croda to operate
in 2030. We consider all stakeholders in our ecosystem and strive to
adopt best practices in environmental protection, labour and human
rights, ethics and sustainable procurement. As we evolve our
approach to delivering on our Commitment to become Climate, Land
and People Positive by 2030, many of these Fundamental targets
align closely with our strategies to reduce our negative impacts and
increase our positive impacts on climate, nature and society.
Total Recordable Injury Rate (TRIR) Purpose and Sustainability
Commitment (PSC) score
0.72 68%
2019 2020 2021 2022 2023
0.50
0.61
0.76
0.74
0.72
68 68
2019 2020 2021 2022 2023
Definition
The number of incidents per 200,000 hours worked where a person
has sustained an injury, including all lost time, restricted work and medical
treatment cases (excludes Covid-19 cases).
Target
Achieve TRIR of 0.3 by the end of 2024.
Performance
The headline TRIR decreased to 0.72 in 2023 (2022: 0.74). While a step in the
right direction, this remains unacceptably high compared with our target and
from the beginning of 2023 proactive safety leadership was embedded in our
leadership development programme and became part of the Group annual
bonus scheme for the first time. More than 4,500 hours of safety training was
provided to over 500 of our most senior leaders across all functions and
geographies to embed safety as a value.
B
Definition
The PSC score is a gauge of employee satisfaction measured through employee
surveys and expressed as a percentage.
Target
Our target is to improve the PSC score by 8 percentage points against the 2022
baseline by 2026.
Performance
Participation in 2023 was just under 80% of total headcount across the year
(consistent with 2022). The PSC score for 2023 was 68%, matching the score
achieved in 2022 despite a tough trading environment and period of change for
our employees. We have made progress in areas such as reward, recognition
and safety, with questions in these areas seeing improvements across our sites.
The survey results have helped identify areas of focus such as having manageable
workloads and employees feeling they are able to develop at Croda.
R
See more about safety initiatives on page 17 See more on our culture on page 16
Key
R
Links to long-term incentive scheme (PSP)
B
Links to annual bonus scheme
While the focus of our Sustainability Commitment is
delivering positive impact, we also understand the value
of external ratings to our stakeholders. We have received
an AAA rating from MSCI, are in the top 1% of companies
rated by EcoVadis and recently received an A- rating from
CDP across all categories. We use the submission and
feedback process as one mechanism to identify areas
for improvement.
indicates where metrics have been assured (limited assurance) under ISAE (UK) 3000 and ISAE 3410 by KPMG, our independent assurance provider and reflects
the position for the year ending 31
st
December 2023. See www.croda.com/sustainability for details.
35Croda International Plc Annual Report & Accounts 2023
Key performance indicators continued
Driving innovation
Delivering innovation in 2023
Our innovation capability comprises not just our own self-funded
R&D programmes but also a growing network of innovation partners,
including SMEs and academia. These innovation partners often have
expertise in specialist fields such as biotechnology or pharma, and
expand our innovation capacity to help accelerate key projects.
We continued to grow our open innovation network in 2023 and by
the end of the year had collaborated with more than 580 innovation
partners on around 300 innovation projects since adopting this open
innovation model.
Innovation efforts are focused on bringing differentiated solutions to
customers and doing so in a way that has a positive downstream
impact and can help customers achieve their sustainability ambitions,
while ensuring we deliver progress against our own 2030 sustainability
targets. We are focused on key platform technologies such as
synthetic biology, biocatalysis and downstream processing and are
also investing to scale biotechnology and expand sustainable chemistry.
Developing sustainable alternatives to existing ingredients remains a
key focus of our innovation efforts and in 2023 new projects included
a partnership aimed at developing bio-based and biodegradable
polymers for liquid polymer solutions, which are often used in personal
care and crop care applications for rheology modification. Another
project is focused on using biotechnology to generate sustainable
terpenes, key ingredients in flavours and fragrances which are typically
produced by chemical synthesis of petrochemical-derived raw materials.
New and Protected Products sales (%)
33.5%
28.1%
27.4%
36.6%
33.5%
34.7%
2019 2020 2021 2022 2023
Definition
New and Protected Products (NPP) are sales protected by virtue of being newly
launched, protected by intellectual property or by unique quality characteristics.
Measuring the proportion of NPP sales relative to total sales at constant currency is
our established KPI for innovation. Over time we are transitioning to measuring
absolute growth in NPP sales. This transition simplifies our NPP metric but more
importantly recognises the importance of our non-NPP sales, particularly sales
of those products that do not meet our rigid NPP criteria but have superior
sustainability profiles and are delivering strong growth on that basis.
Target
We seek to drive NPP sales growth at least as fast as total sales over the cycle,
targeted at mid to high single-digit percentage growth.
Performance
The proportion of sales of NPP has grown over the long term from 20.5% in
2012 to reach 33.5% in 2023. The small reduction in NPP sales as a proportion
of total sales in 2023 reflects a reduction in the sales of Covid-19 lipids. In the
year, Group NPP sales fell by 4%, excluding the impact of Covid-19 lipid sales
and the PTIC divestment, a less significant fall than for Group sales as a whole.
R
2016 2017 202020192018 202320222021
111
269
146
352
170
421
200
456
231
501
266
548
276
559
301
587
No. of partnersNo. of projects initiated
Open innovation partners and initiated projects
Croda International Plc Annual Report & Accounts 202336
Strategic report
Delivering long-term performance
Converting opportunities for growth
Sales growth (constant currency) Return on sales
(18.5)% 18.9%
(2.6)%
1.1%
43.2%
5.2%
(18.5)%
2019 2020 2021 2022 2023
0
5
10
15
20
25
30
35
40
Life Sciences Consumer Care Industrial Specialties
Group
2019 2020 2021 2022 2023
Definition
Total sales growth measured at constant currency.
Target
Mid-single digit percentage growth in Consumer Care and high-single digit
percentage growth in Life Sciences.
Performance
Sales in 2023 were down 18.5% at constant currency, with underlying sales
down 19.1% and a small contribution of 0.6% from the acquisition of Solus
Biotech, which completed in July 2023. Adjusting for the divestment of PTIC
which completed in June 2022, pro forma sales were down 11%. This
comprises positive price/mix growth of 5%, with volumes 16% lower,
reflecting the challenging trading conditions in 2023.
B
Definition
Adjusted operating profit as a percentage of sales.
Target
Return on sales over the medium term at or above 25% in Consumer Care and
at or above 30% in Life Sciences, dependent on the mix of growth in each of the
business units that comprise the two sectors.
Performance
Group return on sales reduced to 18.9% in 2023 (2022: 24.7%). This reflects
significant volume declines across multiple markets leading to low utilisation
levels across our shared manufacturing sites and reduced overhead coverage,
as well as a reduction in sales of high margin lipid systems for Covid-19 from
around $120m in 2022 to approximately $60m.
B
Return on invested capital (ROIC) Adjusted basic earnings per share (EPS)
8.3% 167.6p
16.6%
14.2%
14.2% 14.4%
8.3%
2019 2020 2021 2022 2023
185.0p
175.5p
250.0p
272.0p
167.6p
2019 2020 2021 2022 2023
Definition
Adjusted operating profit after tax divided by the average adjusted invested
capital. Adjusted invested capital represents net assets adjusted for net debt,
earlier goodwill written off to reserves, accumulated amortisation of acquired
intangible assets and the net pension asset/liability. Our ROIC metric was
revised in 2023 to adjust for the net pension asset/liability and the historical
ROIC numbers shown have been restated.
Target
ROIC of at least two times cost of capital.
Performance
The post-tax ROIC reduced to 8.3% (2022: 14.4%) with lower operating profit,
as well as growth in average invested capital reflecting continued investment in
the year to support future growth in both Consumer Care and Life Sciences.
R
Definition
Adjusted profit after tax attributable to owners of the parent divided by the
average number of shares in issue during the year.
Target
At least mid-single digit percentage EPS growth per annum.
Performance
EPS fell to 167.6p (2022: 272.0p) as a result of the lower sales and operating
profit margin. Net finance costs were lower in 2023, principally due to the
proceeds from the PTIC divestment in June 2022, but the effective tax rate
on adjusted profit was slightly higher at 23.9% (2022: 22.8%).
R
37Croda International Plc Annual Report & Accounts 2023
Sector review
Consumer Care
Our ambition is to be the world’s
most sustainable, innovative and
responsive solution provider.
Already recognised as a market-
leading innovator, our strategy is
to continue to strengthen
Consumer Care in fast growth
niches, by accelerating innovation,
expanding our sustainable
product portfolio and enhancing
our customer intimacy.
Business units
Number of
customers in
Consumer Care:
>6,100
customers, up
from 4,300 in 2014
Presence in:
>120
countries, up from
54 in 2014
Consumer Care
SDG alignment:
Contributes to 19
targets across 11 of
the 17 SDG goals
Beauty Actives
(c.15% of sector sales)
Beauty Actives operates in the highest premium part of
the market, offering customers scientific expertise for
unparalleled product efficacy. Croda is a market-leader
with a large actives portfolio across two ranges:
Sederma Actives for high efficacy skin actives derived
from peptides and biotech; and Croda Botanicals for
natural plant-based actives.
Fragrances and Flavours (F&F)
(c.30% of sector sales)
F&F is a preeminent emerging market provider, with
global reach and innovative technologies that meet
customer needs with agility and quality. This is delivered
through two fragrance brands: Iberchem, differentiated
by its customer intimacy and responsiveness; and
Parfex, with its excellent reputation in prestige markets
for fine and natural fragrances, as well as Scentium in
Flavours. The strategy is to develop the business as a
leader in sustainable fragrances, unlocking the potential
of F&F through organic growth and driving synergies
with Croda’s technology and customer bases.
Beauty Care
(c.50% of sector sales)
Beauty Care delivers differentiated ingredients across
skin, hair and solar care. The strategy is to strengthen
Beauty Care through a focus on growth and agility in
the target market segments, innovate in sustainable
effect ingredients, deliver a full-service formulation
capability for customers and differentiate our products
through a rich data set which customers can leverage
to meet their specific market needs.
Home Care
(c.5% of sector sales)
Home Care is focused on bringing Croda’s ingredients
to selective premium home care markets. This is
delivered through two technology platforms which
deliver improved efficacy and sustainability: fabric care,
with biopolymers that increase the lifetime of clothes;
and household care, with sustainable alternatives to
fossil-based surfactants.
Croda International Plc Annual Report & Accounts 202338
Strategic report
Delivering long-term performance
Consumer Care vision
Strategy to strengthen Consumer Care
To be the world’s most responsive, innovative and
sustainable solutions provider in consumer care markets
Responsive
Enhance customer
intimacy
Full formulation
capability
Innovative
Drive innovation in
premium markets
Scale biotechnology
Sustainable
Develop more
sustainable
ingredients
Support with
science-based
performance claims
Strategy
Croda creates critical Consumer Care ingredients that are both sustainable and
underpinned by performance. Our business model helps us to win; operating in
over 120 countries, Croda supports customers large and small globally.
The Consumer Care strategy anticipates and responds to the megatrends influencing
consumer behaviour and shaping our customers’ needs. In an era defined by rapid
global economic shifts and evolving consumer desires, our strategy positions us at
the forefront of the market, ready to meet the demands of an increasingly discerning
consumer base. Consumers will pay a premium for high-quality, innovative
formulations and substantiated product claims. They also want to live their lives more
sustainably and this is impacting their decisions when it comes to the products to buy.
Our ambition is to be the world’s most sustainable, innovative and responsive solution
provider. Already recognised as a market-leading innovator, our strategy is to continue
to strengthen Consumer Care in fast growth niches, by accelerating innovation,
expanding our sustainable product portfolio and enhancing our customer intimacy.
Leadership requires us to deliver sustainable ingredients with the best performance
and data to support customer claims. We will also lead in formulation science and
application technologies.
Our innovation is improving the sustainability of our ingredients and finding high
performance replacements for fossil-based products. We showcase our ingredients,
educate customers on their use and develop finished formulations for customers,
incorporating both our performance-based ingredients and emotion-driven fragrances
and botanicals to deliver complete solutions. This is particularly attractive to smaller
companies, who can partner with Croda to launch products to the market at pace.
With the personal care market in Asia developing rapidly, we have a ‘fast grow’
programme to expand our technical and sales presence. This is being supported
by selective expansion in manufacturing and a focus on acquisition opportunities,
targeting adjacent active technologies and natural ingredients. We have completed
the acquisition of Solus BioTech, a global leader in premium, biotechnology-derived
materials located in South Korea. With over 30 years of expertise in the development
of naturally derived ceramides, the acquisition broadens Croda’s offering of high
performance, natural ingredients for luxury beauty customers in Asia and globally.
Fast grow Asia
Market opportunities
Positively impacting everyday life
Croda is a global leader in speciality ingredients
providing high-performance technologies behind the
world’s biggest brands. Long-term trends such as
an ageing population are driving consumption, with
increased penetration of consumer care products
across all cultures of the world. Beauty, in particular,
is becoming synonymous with wellbeing, confidence
and self-esteem at every stage in life.
With growing economies and an expanding middle
class, Asia and the Middle East represent significant
growth opportunities. We are implementing our
objective to achieve fast growth in Asia and are well
placed to serve regional and indie customers whose
importance is growing in the region.
Science and sustainability are driving consumers and
our customers. Consumers are always on the look-out
for improved performance and new trends, with Croda
delivering new ideas with proven substantiated claims.
Consumers also prefer products that are good for
them and the planet, as well as highly effective.
We are complementing our leading range of sustainable
ingredients with assured information about their impacts
and an R&D programme focused on delivering
sustainability benefits in use to our customers.
Customers also want intimate relationships with key
suppliers to reduce time to market so our ability to
facilitate fast innovation is creating new opportunities.
We supply key ingredients, with on-trend formulations,
complemented by regulatory expertise to ensure that
all-important element – speed.
Across consumer markets, we are focused on
faster-growing niches which value our innovation,
including anti-ageing, hair conditioners and mineral
sunscreens. Our unrivalled portfolio is the foundation of
our success and is constantly evolving, with more than
40,000 different product/customer combinations, and
40,000 fragrance references.
Consumer Care sales (£m)
2019 2020 2021 2022 2023
523 528
763
898
886
NPP salesTotal
39Croda International Plc Annual Report & Accounts 2023
Sector review continued
Consumer Care continued
Consumer Care
Performance summary – leadership in innovation and
sustainability driving demand
Consumer Care sales fell 1% to £886.1m (2022: £897.8m) with strong
double-digit percentage sales growth in F&F but lower underlying sales
in Beauty Actives, Beauty Care and Home Care. Price/mix was 2%
mainly due to a positive mix impact from Beauty Actives, with pricing
broadly flat. Sales volumes were down 4% year-on-year but were up
9% in the second half compared with the second half of 2022.
Acquisitions added 1% due to sales of ceramides following the Solus
Biotech acquisition, with foreign currency translation a small headwind
particularly in the second half year.
IFRS operating profit was £127.8m (2022: £144.5m) and adjusted
operating profit was £160.3m (2022: £204.7m), resulting in adjusted
operating margin reducing to 18.1% (2022: 22.8%). Four and a half
percentage points of the margin decline was due to the operating
gearing effect of continued weak volumes in Consumer Care,
compounded by lower volumes in Life Sciences and Industrial
Specialties which share the same manufacturing assets. Two
percentage points of the margin decline was due to weaker mix as a
result of strong growth of lower margin F&F sales, with the negligible
variable remuneration charge and provision release associated with
an earn-out on the Iberchem acquisition providing a partial offset.
In Consumer Care, our leadership in sustainability and innovation
continues to drive demand for Croda’s differentiated ingredient
portfolio. Sales of New and Protected Products (NPP) improved to
42% of total sales (2022: 41%) and sales of sustainable ingredients
such as ECO surfactants and biotech-derived ingredients were
stronger than other ingredients in our portfolio. We can now provide
product-level carbon footprint data to our customers so that they
can quantify the benefits associated with using around 1,300 of our
ingredients in their products, supporting a structural shift in behaviour
by customers and consumers towards sustainable ingredients. The
focus of our work has been on Beauty Care where Product Carbon
Footprints are now available for three quarters of our portfolio.
Sales to Asia exceeded sales to North America for the first time
with significant potential for further growth, particularly for premium
products driven by the increasing number of middle-class consumers.
To maximise fast growth in Asia, we have prioritised investment in
R&D, sales and production in China and India in particular where
underlying sales grew 12% in 2023. While our performance in China
has remained robust, owing to strong relationships with regional
brands built on our innovation expertise, a broad-based recovery in
Chinese consumer spending and travel would underpin improved
global demand for consumer care products.
The stand-out performer in 2023 was Fragrances and Flavours (F&F)
which delivered 18% underlying sales growth, benefitting from
its distinctive positioning in fast-growing markets and agile, cost
competitive model. F&F sales were up in all product categories
and established regions, with the Middle East particularly strong.
This excellent sales growth principally reflects F&F’s high exposure
to local and regional customers outside North America and Europe
as well as sales synergies that are being realised under Croda’s
ownership. These include a new multi-million pound a year sales
opportunity to supply fragrances to a multinational company in regions
where F&F has local production. Projects are also underway to further
increase the proportion of bio-based fragrance ingredients, to continue
the move towards lower carbon and a more natural footprint.
Approved R&D and manufacturing investment programmes are
underway in China, Indonesia, France and Spain to continue the
growth momentum.
In Beauty Actives, reported sales were up 4% but down 1% on an
underlying basis (i.e. excluding the Solus Biotech acquisition). Positive
mix helped offset weaker volumes as Sederma active ingredients grew,
particularly in China, whereas sales of lower-value botanicals fell. The
business supported new customer products with peptides for the new
Boots No7 Future Renew range and for a new Deciem product that
repairs scars caused by acne. Our ingredients are increasingly derived
from biotechnology, both plant stem cells and fermentation, and we
recently launched LuceaneTM, an anti-ageing active with its origins in
marine biotechnology, and an active ingredient that fades age spots
caused by the sun. Having completed the Solus Biotech acquisition
in July 2023, we are excited about the opportunities that the addition
of further fermentation-derived active ingredients to our portfolio are
starting to open up, with strong customer demand already evident
for ceramides. We will drive rapid sales growth of Solus ingredients
by leveraging Croda’s global selling network and formulation
science expertise.
Performance remained weakest in Beauty Care, which has broad
market exposure and is larger than the other business units, with sales
down 11% driven by lower volumes. Our approach in Beauty Care is to
manage sales volumes in the less differentiated parts of the portfolio to
underpin consistent plant utilisation and cover fixed costs. We are also
working to win back business in North America which we lost in 2022
through our inability to supply. In parallel, we are accelerating the
differentiation of the Beauty Care portfolio by driving innovation,
enhancing the sustainability profile of our ingredients, and transitioning
our manufacturing processes to biotech and other low carbon
technologies. Already a sustainability leader, the business is adding
further high-performance replacements for fossil-based products,
such as biotech-derived surfactants to reinforce a number one position
in sustainable surfactants. In hair care, our focus is on biodegradable
hair care ingredients and non-animal alternatives for hair conditioning.
In sun protection, we specialise in mineral sunscreens that deliver
superior SPF protection, are ‘reef safe’ and appear clear on the skin.
The continued fragmentation of beauty care markets plays to our
strengths as we partner with customers large and small enabling
them to launch their products quickly. We are leveraging this position
as go-to-market partner at our innovation centres globally where we
offer to co-create customer products.
The recovery of sales volumes in Home Care accelerated as the year
progressed, with underlying sales down 1% year-on-year but up 12%
in the second half compared with the second half of 2022. Once again
it was sales of two technology platforms that are differentiated by
sustainability that led the way – bio-based ECO surfactants for
household care and biopolymers which extend the life of fabrics.
We also agreed a long-term contract with a key customer that
underpins future sales of our biopolymer range.
Alongside investments that help deliver the carbon reduction roadmaps
that we have put in place for all sites, Consumer Care investment is
focused on Asia to support continued growth momentum. In China,
we opened a new laboratory in Shanghai and started work on a £30m
combined Beauty Actives and F&F manufacturing facility in Guangzhou
to grow domestic sales. In India, we commenced construction of a
new surfactants plant at a greenfield site in Dahej. The acquisition of
Solus Biotech in South Korea has also given us another state-of-the-art
plant in the region and strengthened our presence across Asia.
Croda International Plc Annual Report & Accounts 202340
Strategic report
Delivering long-term performance
Leveraging biotechnology to deliver advanced
ingredients with improved sustainability profiles
Utilising biotechnology, including plant cell cultures and the
fermentation of microorganisms, to create innovative
ingredients is not new to Croda and is something we have
been doing in our Beauty Actives business for more than 30
years. By enabling us to exploit the cellular and biomolecular
processes of living organisms outside of animals, biotechnology
makes it possible to produce alternatives to ingredients which
are currently manufactured with synthetic chemistry using
solvents, catalysts and in some cases hazardous materials.
The use of biotechnology therefore offers the potential to
develop innovative active ingredients, using natural ingredients
with sustainable supply chains, while improving certain
processes to deliver time savings and higher yields.
In 2023, we launched Luceane
TM
, a patented active ingredient
that counteracts hypoxia ageing by stimulating and protecting
cell respiration and energy production, while also inducing
micropollutant removal within cells. Studies have shown
Luceane
TM
slows down the ageing process by five years
after just one month of application, reducing signs of
fatigue and improving skin radiance. Manufactured using
the fermentation of marine microorganisms, Luceane
TM
is
100% natural, fully biodegradable, RSPO certified and uses
sustainable manufacturing with complete waste recovery,
demonstrating how our smart science can deliver advanced
ingredients sustainably.
Enabling customers to make purchasing decisions
aligned to their environmental goals
In October 2023, we launched product carbon footprint
(PCF) statements for around 1,300 of our Beauty Care
ingredients, representing about three quarters of the revenue
for our Beauty Care portfolio. The statement is a cradle-to-
gate life cycle assessment that provides our customers with
the total greenhouse gas emissions (GHG) associated with
the ingredient, from sourcing the raw materials through to
when the final product leaves our factory gates.
PCFs allow customers to make more informed purchasing
decisions as they work towards their own decarbonisation
plans. This means customers can assess the benefits of
using Croda ingredients in terms of the GHG impact on
their finished product.
For Croda, PCFs enable us to see our GHG emissions at
a product level so we can understand where our product
portfolio is successfully helping us meet our decarbonisation
targets and opportunities to further reduce our impact. They
will also help us prioritise the carbon claims of new ingredients
as a source of competitive advantage.
The Croda proprietary tool automates the calculation of
cradle-to-gate product carbon footprints and was created
by a team comprising data scientists, mathematicians,
and accountants as well as sustainability specialists.
Growing our portfolio of premium beauty actives
with the addition of naturally-derived ceramides
With the acquisition of Solus Biotech, which completed in July
2023, we added naturally-derived ceramides to our broad
offering of premium beauty actives ingredients. Ceramides
help form a protective layer, reinforcing the skin’s natural barrier
and improving hydration while reducing free radicals and
protecting against damage from pollution. Although ceramides
are naturally found in the skin, their concentration depletes
with age, and they are increasingly recognised as a ‘miracle’
ingredient with the number of new personal care products
containing ceramides doubling over the last five years. The
acquisition not only broadens our beauty actives offering to
include ceramides, but also expands our biotechnology
capabilities and brings a new site in South Korea which
will act as a springboard into premium markets in Asia.
41Croda International Plc Annual Report & Accounts 2023
Sector review
Business units
Our strategy is to expand Life
Sciences to empower biologics
delivery, enabling the move from
small chemically synthesised
molecules to large and complex
biologics, a megatrend which is
transforming the pharmaceutical
market and which will transform
agriculture.
Life Sciences
Agriculture
Crop Protection
(c.30% of sector sales)
Crop Protection has leading relationships with the
major crop science companies, offering ingredients that
improve performance and delivery of crop formulations.
Our strategy is to deliver sustainable solutions using
technology platforms and expertise in complex crop
formulation systems, improving yields, accelerating
the transition to biopesticides and contributing to
food security.
Total number
of Pharma
customers:
>5,000
Partner to major
crop science
companies and a
growing number
of small and
medium-sized
customers
Life Sciences
SDG alignment:
Contributes to 18
targets across 9
of the 17 goals
Pharma
(c.55% of sector sales)
Pharma targets leadership in biologics drug delivery, delivering drug and vaccine systems through synthesis,
system formulation and application technology know-how. Our innovation portfolio is designed to selectively support
customers, large and small, who are driving emerging pharma technologies, and to unlock value from our technology
strengths. Pharma comprises three technology platforms:
Seed Enhancement
(c.15% of sector sales)
Seed Enhancement leverages our leadership in seed
coating systems and enhancement technologies to
improve germination, stimulate healthy development of
seeds and increase crop yield. Our strategy is to be the
leader in sustainable seed enhancement solutions for
both field and vegetable crops.
Protein/Small Molecule Delivery has an established
record of providing delivery systems for complex protein
drugs. These large, sensitive molecules are typically
injected. Our differentiated range delivers the highest
purity excipients to customers, including ‘Big Pharma’.
Our strategy is to support established small molecule
drugs and develop excipients for complex protein and
monoclonal antibody (mAb) applications, and expand
our portfolio of high purity reagents for bioprocessing.
Adjuvant Systems is the most advanced third-party
supplier of adjuvants (immune response boosters) for
vaccines. There is a large, recognised need for
innovation in vaccine adjuvant systems as a result of
the development of novel therapeutic vaccines that cure
diseases previously only treatable with symptomatic
treatments. Croda is well-positioned with the broadest
range of vaccine adjuvant systems and is embedded
within vaccine pipelines across many indications.
Our strategy is to accelerate use of innovative adjuvant
systems, comprising multiple building blocks, supporting
WHO vaccine programmes and the development of
future preventative and therapeutic vaccines.
Nucleic Acid Delivery was created after our 2020
acquisition of Avanti and enabled the world’s first
commercial lipid system for mRNA vaccines for
Covid-19. Our innovation pipeline looks to improve lipid
delivery systems and create new transfection agents for
cell and gene therapy. We are included in a high
proportion of the rich pipeline of nucleic acid drugs that
are in development and due to commercialise from 2025.
In addition, our Avanti Research catalogue continues
as a distinct strategic arm targeting early-stage R&D and
academic relationships. This embeds our technologies
in clinical development and, if successful, we position
ourselves as the partner of choice for commercialisation.
Croda International Plc Annual Report & Accounts 202342
Strategic report
Delivering long-term performance
To empower biologics delivery
Pharma
Focus on delivery systems with
high development needs
Transition from ingredients
supplier to systems provider
Agriculture
Reinforce leadership in sustainable
delivery systems
Enable the transition to
biopesticides
Strategy
In Life Sciences, Croda focuses on providing delivery systems for active
pharmaceutical and crop ingredients. Our technologies deliver the active, improve its
efficacy and solve challenges of stability and sustainability in customer formulations.
Our global footprint gives us presence in the major crop regions and access to leading
pharma R&D. Our strength in North America and Western Europe is now leveraged
through expansion in Asia and Latin America. Working as an innovation partner to the
major crop science companies, we have also expanded with medium and smaller-
sized customers, especially local customers in Latin America, India and China.
Our acquisition of research-focused Avanti in 2020 expanded our pharma customer
base to span drug discovery and clinical trial stages, alongside our established
commercialisation business. These relationships extend beyond global brands to
academia, start-ups and biotech, where significant breakthrough discovery happens.
Our strategy is to expand Life Sciences to empower biologics delivery, enabling the
move from small chemically synthesised molecules to large and complex biologics, a
megatrend which is transforming the pharmaceutical market and which will transform
agriculture. In Pharma, we focus on segments with the strongest growth and highest
innovation needs, leveraging our delivery systems and technology platforms to create
new solutions for customers. In our Agriculture business, we are reinforcing our
leadership with sustainable solutions and leveraging our expertise to accelerate the
transition to biopesticides, which will enable greater targeting of actives and reduced
biodiversity impact.
To deliver this strategy, we are investing in innovation, knowledge and capacity. Our
R&D investment is creating an extensive innovation pipeline. We are increasing our
knowledge base in innovation, sales and manufacturing, co-investing with national
governments who recognise the importance of biologics in the 21
st
century. We are
supplementing organic growth with acquisition of new technology platforms, building
on the successful growth of our vaccine adjuvant platform, acquired in 2018 and
already doubled in sales, and our lipid systems platform, acquired in 2020, the first to
deliver a commercial Covid-19 mRNA delivery system and widely utilised within the
fast-evolving gene editing market.
Invest in innovation pipeline, knowledge and capacity
Expanding Life Sciences
Market opportunities – Pharma
Pioneering the future of healthcare
In pharmaceutical markets, Croda focuses on providing
systems that deliver Active Pharmaceutical Ingredients
(APIs) to the target site in the body, maintain stability
and improve efficacy.
We are pioneering the future of healthcare by focusing
on segments with a high development need. Our key
differentiator is innovation, creating new ingredients
from sustainable sources with a unique quality.
For protein delivery we provide a range of speciality
excipients for challenging formulations including
injectables. In adjuvant systems, we are the only
independent supplier with a full component portfolio
and the ability to put those vaccine adjuvants together
to power the therapeutic vaccines of the future. We are
the leading innovator of components for nucleic acid
delivery, capable of both developing new systems and
scaling them up to support commercial roll out.
In total we have over 5,000 customers across the
whole pharmaceutical lifecycle. Our approach is to
develop delivery systems for candidate drugs in
early-stage research, generating revenue from providing
materials during clinical development and then as the
principal supplier of the delivery system if the drug is
commercialised. Our broad base means we are exposed
to a wide range of customers, drugs and applications.
Market opportunities – Agriculture
Innovating for global food security
The agriculture industry is at a pivotal moment, facing
the dual imperatives of delivering higher yields to feed
a growing population and reducing chemical use as
required by tighter regulation. Through our deep
understanding of plant science, we can contribute
to increasing food production without the need to
use more land, thereby helping to improve global
food security.
We are helping address the challenges with
conventional pesticides by developing low carbon,
biodegradable delivery systems to enable sustainable
formulations and promote soil health. Our drift reduction
technologies target crop spraying and are a key enabler
of new farming practices such as drone application.
We are also first to market with microplastic-free seed
coatings many years before regulatory change and are
enhancing seeds so that they germinate in the more
challenging conditions created by climate change.
Whilst the market for biopesticides is much smaller than
the market for conventional pesticides, it is growing
much faster, presenting the opportunity for agriculture
to have a much lower impact on biodiversity. We are
creating solutions for a more sustainable future by
developing delivery systems for biopesticides in which
the active ingredients are microorganisms rather than
chemicals and even nucleic acids that target a specific
pest or inactivate a disease.
Life Sciences vision
Strategy to expand Life Sciences
43Croda International Plc Annual Report & Accounts 2023
Sector review continued
Life Sciences continued
Life Sciences
Performance summary – continued progress building
industry-leading positions in high-growth markets
Life Sciences sales were down 12% to £602.3m (2022: £682.3m), with
approximately seven percentage points of the reduction due to lower
sales of lipid systems for Covid-19 vaccine applications. On a reported
basis, positive price/mix of 3% partly offset a 15% decline in volume,
the majority of which was due to destocking by Crop Protection
customers with a small effect from similar trends in consumer health.
There was also a contribution from phospholipid sales following
completion of the Solus Biotech acquisition in July 2023 and a small
foreign currency headwind. Sales of New and Protected Products
(NPP) as a percentage of total sector sales fell to 29% (2022: 42%)
or by one percentage point to 31% (2022: 32%) excluding the impact
from Covid-19 lipid sales.
IFRS operating profit was £131.7m (2022: £220.3m) and adjusted
operating profit was £150.3m (2022: £229.4m), resulting in an adjusted
operating margin of 25.0% (2022: 33.6%). Six percentage points of
the margin reduction was the result of adverse price/mix mainly due
to lower Covid lipid sales, and four percentage points was the result
of the negative operating leverage effect of lower volumes mainly in
Crop Protection, partly offset by the benefit from a negligible variable
remuneration charge. Shipments of c.$60m of lipid systems to our
principal Covid vaccine customers occurred as planned at the end
of the year benefitting second half operating profit margin.
Crop Protection is meeting the ‘innovation gap’ created by regulatory
pressure to reduce pesticide use by developing sustainable crop care
solutions as well as delivery systems for crop biologics that are
enabling customers to transition to biopesticides. We recently launched
our first delivery system specially designed for biopesticides, which has
secured sales in all regions, and a new product that meets the growing
demand for drone application particularly in Asia. Following an
exceptional 2022, when Crop Protection delivered both strong
double-digit percentage volume growth and price/mix, the business
started the year with good momentum, but began to experience rapid
customer destocking in the second quarter, with Q2 volumes down
more than 30% compared with Q1. Volume weakness continued
throughout the second half year, to fall 21% year-on-year with a small
offset from positive price/mix, resulting in sales falling 19% overall. An
end to destocking in Crop Protection markets would be an important
driver of improved Life Sciences performance in the near term but the
timing of this inflection point is uncertain as destocking started later
than in other markets, and customer concentration is higher, so
demand can be determined by the buying decisions of four or five
major customers. In addition, agriculture markets are seasonal,
so a lack of demand can mean that a whole season is missed,
but conversely when a recovery comes it is likely to have a more
immediate effect.
In Seed Enhancement, a significant proportion of sales are derived
from providing just-in-time enhancement services for vegetable seeds.
As such, the business only sees a limited impact from stocking cycles
and delivered a 9% sales increase, driven by strong structural growth
trends. Seed Enhancement is winning market share through its
leadership in microplastic-free seed coatings which are in high demand
globally following the European Union’s recent adoption of measures
that will ban the use of microplastics in agriculture in the next five years.
Historically, the market for field crop seeds experiences changes in
demand later in the cycle, so the market environment could be tougher
in 2024, but for Croda, this risk is mitigated by our focus on vegetable
seeds, our sustainability leadership and the incremental opportunities
that are being created by regulation change.
Pharma continued to make good progress with its industry-leading
position in biologics drug delivery as well as recent partnerships and
new product launches further strengthening the pipeline of opportunities.
Pharma sales fell 11% but grew 3% on an underlying basis excluding
lipid sales for Covid-19 vaccine applications. The period also saw the
first sales of phospholipids for drug delivery and intravenous nutrition
following the completion of the Solus Biotech acquisition in July 2023.
Whilst we were not immune from the challenges impacting the market,
including customers reducing inventory levels, Covid normalisation and
funding constraints for early-stage biotech companies, the breadth and
diversification of our pharma portfolio enabled the business to deliver a
resilient performance. Destocking primarily affected our heritage,
consumer health ingredients for over-the-counter medicines, with lower
Covid-19 demand adversely impacting Adjuvant Systems sales as well
as lipids for Covid-19 mRNA vaccines. These challenges appear to be
temporary rather than structural, but their effects could continue into
2024. By contrast, drug delivery technologies for Small Molecule,
Protein and Nucleic Acid applications continued to grow.
Over the longer term, accelerating growth and margins will be driven
by the commercialisation of new biologic drugs, many of which we are
supporting during clinical trials, augmented by incremental revenue
from our own innovation pipeline.
Protein/Small Molecule Delivery provides delivery systems for both
the more mature small molecule drugs and the higher growth protein
and monoclonal antibody (mAb) applications. Through the Solus
Biotech acquisition, we have added naturally derived phospholipids
to our portfolio which can be used as delivery systems for protein
and small molecule actives, and for intravenous nutrition. In line with
our strategy, we also expanded into bioprocessing aids, a target
adjacency, launching Virodex as an aid for biopharma manufacturing
and a superior alternative to a competitor product that is now banned
in Europe. The first sales of Virodex were secured within three months
of launch.
Adjuvant Systems is the leading independent supplier of adjuvants
which are used as immune response boosters in both commercialised
vaccines and those in development. It will benefit from two new adjuvant
partnerships agreed during the year with Amyris and BSI. One of these
is a sustainable squalene adjuvant that is produced by fermentation
and is free from shark-derived material that forms the basis of
competing adjuvants, and is already being qualified by three major
vaccine companies. We have also expanded our adjuvants portfolio
through new launches from our own innovation pipeline including
PHAD, a new proprietary lipid-based adjuvant already sampled into
over 20 vaccine projects.
The growth of Nucleic Acid Delivery will be driven by the
commercialisation of new nucleic acid drugs with the number in
development continuing to grow, and Croda supporting the majority
of those that specify a lipid delivery system. Clinical trials of nucleic
acid-based drugs have increased rapidly over the last 12 months as
pharma industry pipelines continue to grow. The strong medium-term
growth trajectory for our Nucleic Acid Delivery platform is likely to be
realised in three phases: firstly, mRNA vaccines for infectious diseases
which are expected to come to the market from 2025, where we are
working closely with the Big Pharma companies driving this
development; secondly, oncology applications which require more
targeted delivery systems; and thirdly, gene editing therapies such as a
CRISPR treatment for sickle cell anaemia which we are supporting and
was recently approved by the US FDA.
Croda International Plc Annual Report & Accounts 202344
Strategic report
Delivering long-term performance
Helping to prevent and treat life-threatening
diseases with our drug delivery systems
Adjuvants are used in vaccines to enhance the
immunogenicity of antigens, inducing a stronger
immune response and improving the efficacy of the
vaccine. We are a leading supplier of aluminium and
saponin-based adjuvants, used in traditional
preventative vaccines, with a growing portfolio of
advanced adjuvant systems for use in next generation
vaccines. This means we can positively contribute
to the growing demand for health and wellbeing.
We are making progress towards our target of
contributing to the development of at least 25% of
vaccines identified as priorities by the World Health
Organisation and are also providing adjuvant systems
for new therapeutic vaccines such as a personalised
vaccine for patients with melanoma.
In 2023 we signed two partnership agreements for the
supply of biotechnology-derived Squalene and QS-21
adjuvants. With Squalene commonly sourced from
shark liver and QS-21 produced by harvesting the
bark of mature soap trees in Chile, these agreements
ensure we will positively contribute to both patient
health and biodiversity by establishing sustainable
supply chains.
Improving agricultural output without negatively
impacting nature
The application of coatings makes seeds easier to sow
and the inclusion of micronutrients and plant protection
products improves the overall performance of seeds
while reducing the need for crops to be sprayed after
planting. As such, seed treatment has a positive
environmental impact, but many seed coatings contain
polymer-based binding agents, leaving microplastics in
the soil when the seed coatings break down.
Croda has addressed this issue, becoming the first
company to develop high-performing microplastic-free
seed coatings for use on both vegetable and field crop
seeds. The European Union has adopted legislation
which bans the use of microplastics in agriculture
within the next five years resulting in increasing
demand for microplastic-free coatings which have
already been applied to seeds covering several million
acres. With soil health becoming ever more important,
we expect to deliver incremental growth with
microplastic-free seed coatings not just in Europe,
but in other regions such as Latin America too.
During the year, we opened an applications centre in ‘Genome Valley’,
Hyderabad, India to support growing demand for protein and small
molecule delivery. With our Pharma business a top priority for capital
allocation, we also opened an adjuvant systems lab in Denmark and
are due to expand our R&D capabilities for nucleic acid delivery at
Alabaster in the USA and in Singapore in 2024. We are investing an
extra £175m over the period 2021 to 2024 to scale up Pharma
production, particularly to meet forecast market demand for new
nucleic acid drugs which are widely expected to come to the market
from 2025, with the US and UK Governments co-investing up to an
additional £75m combined. We have invested over £110m in the
programme to date.
45Croda International Plc Annual Report & Accounts 2023
Industrial Specialties
Contributing to the efficiency of our
manufacturing assets
With the divestment of the majority of Croda’s Performance
Technologies and Industrial Chemicals (PTIC) business on 30 June
2022, the retained industrials business, including the SIPO joint venture
in China, became Industrial Specialties (IS). IS leverages investments in
Consumer Care and Life Sciences, our core sectors, and plays a
critical role in our manufacturing site model. This includes contributing
sales volumes to our shared production assets and thereby enhancing
overall asset utilisation, cost absorption, and ultimately profitability, as
well as monetising co-streams so that we maximise the value of all our
products. The business is regionally led, to enable flexible optimisation
of manufacturing capacity matched against local demand, with global
leadership from an Executive Committee member. It also operates
a medium-term supply contract to Cargill, the new owner of the
divested business.
The 2022 comparator year comprised the full PTIC business in the
first half year and the retained business in the second half year. It is
estimated that, had the divestment occurred at the start of 2022, sales
in 2022 would have been £191m lower at £318m and 2022 adjusted
operating profit would have been £39m lower at £42m. On this pro
forma basis, sales fell 35% to £206.1m principally due to lower
volumes, reflecting destocking and weak industrial demand globally.
The effect of weak demand was similar on both sales direct from
Croda and to Cargill as part of the supply agreement and limited the
ability of IS to help optimise site utilisation. Pro forma adjusted
operating profit fell 78% to £9.4m as negative operating leverage
compounded the impact of lower volumes. The impact of these
adverse market conditions on the SIPO joint venture in China resulted
in a goodwill impairment charge of £20.8m taken at the 30 June 2023
balance sheet date. Including the impairment charge, the reported
IFRS loss was £12.0m (2022: £79.9m profit), with the prior period
including the full contribution from the divested business.
Sector review
Industrial Specialties plays a critical
role in our business contributing
to overall asset utilisation and
therefore profitability.
Croda International Plc Annual Report & Accounts 202346
Strategic report
Delivering long-term performance
Finance review
immediate actions to address costs alongside driving improvements to
the way that we work that will deliver sustained benefits over the long
term. We actively managed our cash flow, resulting in a significant
reduction in working capital and inventory days, and our balance sheet
remains strong, enabling us to continue to invest through the downturn
to drive future growth.
Currency translation
The US Dollar and the Euro together represent approximately 65%
of the Group’s currency translation exposure. Sterling was broadly
flat against the US Dollar at an average for the year of US$1.243
(2022: US$1.237) and weakened slightly against the Euro to €1.149
(2022: €1.174) on a similar basis. The impact of changes in exchange
rates for other smaller currencies, which represent 35% of the
exposure, was more significant. Overall, the negative impact from
currency translation was £9.1m on sales and £10.3m on adjusted
operating profit. The disproportionate impact on adjusted operating
profit reflected a £6m adverse effect from the application of IAS 29
(‘Financial Reporting in Hyperinflationary Economies’) to reporting in
Argentina and Turkey, and a £2m foreign exchange loss from the
devaluation of the Argentine peso, with the balance from the net effect
of other currency movements. The transactional impact of foreign
currency exchange was not material.
Impact of PTIC divestment
The Group successfully completed the divestment of the majority of the
Performance Technologies and Industrial Chemicals (PTIC) business on
30 June 2022, with the retained industrials business, including the
SIPO joint venture in China, becoming Industrial Specialties (IS). Given
the divested business did not meet the requirements for classification
as a discontinued operation, the first half of 2022 included the full PTIC
business and the second half year only the retained business. It is
estimated that, had the divestment occurred at the start of 2022, sales
in 2022 would have been approximately £191m lower at £318m and
2022 adjusted operating profit would have been approximately £39m
lower at £42m. Pro forma 2022 results have been adjusted for the
divestment. On this basis, IS sales fell 35% to £206.1m and adjusted
operating profit fell 78% to £9.4m.
Sales
Sales
2023
£m Price/mix Volume Acquisition Currency Change
2022
£m
Consumer Care 886.1 1.9% (3.6)% 1.0% (0.6)% (1.3)% 897.8
Life Sciences 602.3 3.2% (15.4)% 0.7% (0.2)% (11.7)% 682.3
Industrial Specialties 206.1 (3.9)% (55.1)% 0.0% (0.5)% (59.5)% 509.2
Group 1,694.5 10.9% (30.0)% 0.6% (0.4)% (18.9)% 2,089.3
Estimated pro forma sales
Group 1,695 11% (30)% 1% (1)% (19)% 2,089
Pro forma adjustment (191)
Group (pro forma) 1,695 5% (16)% 1% (1)% (11)% 1,898
Louisa Burdett
Chief Financial Officer
Focused on profit protection and active cash
management
A weak macroeconomic environment and customer destocking had a
significant effect on Croda’s financial performance in 2023 with sales
down 11% and adjusted operating profit down 33% both on a pro
forma basis. Given the challenging trading conditions, we took some
Reported sales were down 18.9% to £1,694.5m (2022: £2,089.3m).
On a pro forma basis they were down 11%. Within this, price/mix
improved by 5%, supported by positive mix in Consumer Care and
weaker IS sales. Group volumes reduced by 16% pro forma, with
a weaker macroeconomic environment and continued customer
destocking across consumer, crop and industrial markets having a
significant impact. While sales volumes remain significantly lower than
2022, they are slowly improving in Consumer Care and were 9% higher
in the second half of 2023 than they were in the second half of 2022.
Sales of ceramides and phospholipids contributed 1% following
completion of the Solus Biotech acquisition in July, with a 1%
headwind from currency translation mainly due to movements
in smaller currencies to which the Group has less exposure.
47Croda International Plc Annual Report & Accounts 2023
Finance review continued
Profit and margin
2023 2022
IFRS
£m
Adjustments
£m
Adjusted
£m
IFRS
£m
Adjustments
£m
Adjusted
£m
Sales 1,694.5 1,694.5 2,089.3 2.089.3
Cost of sales (964.5) (964.5) (1,103.7) (1,103.7)
Gross profit 730.0 730.0 985.6 985.6
Operating costs (482.5) (72.5) (410.0) (540.9) (70.4) (470.5)
Operating profit 247.5 (72.5) 320.0 444.7 (70.4) 515.1
Gain on business disposal 356.0 356.0
Net interest charge (11.2) (11.2) (20.7) (1.7) (19.0)
Profit before tax 236.3 (72.5) 308.8 780.0 283.9 496.1
Tax (64.2) 9.5 (73.7) (126.7) (13.8) (112.9)
Profit after tax 172.1 (63.0) 235.1 653.3 270.1 383.2
2023 2022
Operating profit
IFRS
£m
Adjustments
£m
Adjusted
£m
IFRS
£m
Adjustments
£m
Adjusted
£m
Consumer Care 127.8 (32.5) 160.3 144.5 (60.2) 204.7
Life Sciences 131.7 (18.6) 150.3 220.3 (9.1) 229.4
Industrial Specialties (12.0) (21.4) 9.4 79.9 (1.1) 81.0
Group 247.5 (72.5) 320.0 444.7 (70.4) 515.1
Cost of sales benefitted from a 12% reduction in raw material costs in
2023, with freight and energy costs also reducing as we progressed
through the year. In addition, underlying employee costs were broadly
flat as a hiring freeze and natural attrition offset inflation-based
salary increases.
Significant volume declines across most of our markets at a similar time
led to low levels of capacity utilisation at our manufacturing sites, with
negative operating leverage impacting profit margins. IFRS operating
profit was £247.5m (2022: £444.7m) and profit before tax £236.3m
(2022: £780.0m), the prior period having included the gain on the PTIC
divestment of £356.0m. IFRS profit before tax included a charge for
adjusting items of £72.5m (2022: £72.1m charge excluding the gain
on business disposal), comprising a goodwill impairment of £20.8m
to the carrying value of the Chinese SIPO joint venture in Industrial
Specialties, a charge for amortisation of acquired intangible assets of
£36.7m (2022: £34.3m), acquisition costs of £9.6m (2022: £nil) and
restructuring costs associated with changes to the Group’s operating
model of £5.4m (2022: £nil). Prior year adjusting items included a gain
on contingent consideration on a previous acquisition of £6.1m and an
impairment charge of £42.2m, reflecting a £34.6m write-down of
goodwill in the Flavours cash generating unit and a £7.6m write-off of
unusable manufacturing equipment in Japan. The adjusting charge
within net interest related to unwind of the discount on contingent
consideration of £1.7m.
Adjustments excluding gain on business disposal
2023
£m
2022
£m
Business acquisition costs (9.6)
Restructuring costs (5.4)
Impairments (20.8) (42.2)
Fair value movement on contingent consideration 6.1
Unwind of discount on contingent consideration (net interest) (1.7)
Amortisation of intangible assets arising on acquisition (36.7) (34.3)
Total adjustments (72.5) (72.1)
Full year ended 31 December
Adjusted profit
2023
£m
Underlying
growth
£m
Acquisition
impact
£m
Currency
impact
£m
2022
£m Change
Consumer Care 160.3 (41.3) 0.4 (3.5) 204.7 (21.7)%
Life Sciences 150.3 (73.9) 0.0 (5.2) 229.4 (34.5)%
Industrial Specialties 9.4 (70.0) 0.0 (1.6) 81.0 (88.4)%
Operating profit 320.0 (185.2) 0.4 (10.3) 515.1 (37.9)%
Net interest (11.2) (19.0) (41.1)%
Profit before tax 308.8 496.1 (37.8)%
Estimated pro forma profit
2023
£m
2022
£m Change
Adjusted operating profit 320 515 (38)%
Pro forma adjustment (39)
Adjusted operating profit (pro forma) 320 476 (33)%
Net interest (11) (13) 15%
Adjusted profit before tax (pro forma) 309 463 (33)%
Croda International Plc Annual Report & Accounts 202348
Strategic report
Delivering long-term performance
Group adjusted operating profit reduced by 33% on a pro forma basis
to £320.0m (2022 pf: £476m), with an adjusted operating margin of
18.9% (2022 pf: 25%). With a large reduction in sales volumes, the
biggest impact on margin was operating leverage, with reduced fixed
overhead coverage accounting for a reduction in operating margin of
around five percentage points. Adverse mix, principally lower Covid-19
lipid sales, also had an impact, reducing operating margin by around
three percentage points.
There were a number of non-trading impacts that benefitted the
adjusted operating margin by a total of approximately two percentage
points. The most significant of these was a one and a half percentage
point benefit from a negligible variable remuneration charge due to the
impact of a lower share price on share scheme costs and because
the annual bonus for 2023 was not triggered. Consumer Care also
benefitted from the release of an accrual for an earn out associated
with the Iberchem acquisition. Following the PTIC divestment,
associated dis-synergy costs that were previously allocated to the
divested business have been reallocated across the Consumer Care
and Life Sciences sectors. This benefitted Industrial Specialties but
reduced the operating margin in Consumer Care and Life Sciences
by approximately half a percentage point each.
Whilst there are likely to be some bounce-back costs in 2024 as
trading normalises, including a higher charge for variable remuneration
and higher employee costs, there are also opportunities for margin
expansion from higher sales volumes and improved mix, particularly if
volume recovery is broad-based across all markets. There will also be
benefits from our simplified operating model.
Net finance costs were £11.2m (2022: £19.0m), with receipt of
£665.0m proceeds from the PTIC divestment on 30 June 2022 and
payment of the £227.4m consideration for Solus Biotech on 4 July
2023 being the main drivers of changes over recent periods, as well as
higher interest rates. Net finance costs are expected to be £15-20m in
2024. Adjusted profit before tax was £308.8m (2022 pf: £463m). The
effective tax rate on adjusted profit was 23.9% (2022: 22.8%) and the
effective tax rate on IFRS profit was 27.2% (2022: 16.2%). The 2023
IFRS tax rate was higher than the effective tax rate on adjusted profit
as the exceptional costs were mainly capital in nature and therefore not
tax deductible. The prior year IFRS tax rate was lower than the effective
tax rate on adjusted profit having benefitted from corporate tax
exemptions available on the PTIC divestment. Releases of prior year
tax provisions benefitted the Group’s adjusted effective tax rate by
approximately two percentage points, otherwise there were no
significant adjustments between the Group’s expected and reported
adjusted tax charge based on its accounting profit. IFRS basic earnings
per share (EPS) were 122.5p (2022: 465.8p) and adjusted basic EPS
were 167.6p (2022: 272.0p).
Improving free cash flow
As a result of active cash management during 2023, free cash flow
improved to £165.5m (2022 restated: £157.4m), with a working capital
inflow of £29.1m (2022: £133.8m outflow). The working capital inflow
was principally driven by lower inventory with stock days falling by
approximately 20%. The improvement in working capital was despite
the impact on receivables of approximately $60m of lipid sales shipped
to our principal Covid-19 vaccine customers during the final quarter.
Net capital expenditure was £170.1m (2022: £138.5m), driving future
growth opportunities and supported by government funding grants in
the Pharma business.
Full year ended 31 December
Cash flow
2023
£m
2022 (restated)
£m
Adjusted operating profit 320.0 515.1
Depreciation and amortisation 89.5 86.4
EBITDA 409.5 601.5
Working capital 29.1 (133.8)
Interest & tax paid (93.5) (154.0)
Non-cash pension expense (4.4) 4.5
Share-based payments (4.2) (11.0)
Other cash movements 1.0 1.0
Net cash generated from operating activities 337.5 308.2
Net capital expenditure (170.1) (138.5)
Interest received 8.3 5.1
Payment of lease liabilities (17.0) (17.4)
Exceptional items cash outflow add back 6.8
Free cash flow 165.5 157.4
Dividends (150.7) (144.4)
Acquisitions (241.8) (21.2)
Business disposal net of cash in disposed business (4.6) 579.0
Exceptional items: cash outflow (7.9) (1.0)
Other cash movements (10.3) (7.5)
Net cash flow (249.8) 562.3
Net movement in borrowings 125.1 (381.8)
Net movement in cash and cash equivalents (124.7) 180.5
Closing net debt was £537.6m (2022: £295.2m), including payment of
the £227.4m consideration for the Solus Biotech acquisition that was
funded from cash and debt facilities. The balance sheet remains strong
with a leverage ratio of 1.3x EBITDA (2022: 0.5x), within our 1-2x target
range. As at 31 December 2023, the Group had committed funding in
place of £1,050.0m, with undrawn committed facilities of £381.2m and
£172.5m in cash. We received the most favourable rate of interest on
our sustainable banking facility as our emissions reductions met the
specified targets.
Retirement benefits
The post-tax asset on retirement benefit plans at 31 December 2023,
measured on an accounting valuation basis under IAS 19, was £64.9m
(2022: £75.2m). Cash funding of the various plans is driven by the
schemes’ ongoing actuarial valuations. The Trustee and Company are
working on the 30 September 2023 triennial actuarial valuation for the
largest pension plan, the UK Croda Pension Scheme. Initial results
shared with the Company show that the funding position has improved
and that the cost of providing benefits has fallen.
49Croda International Plc Annual Report & Accounts 2023
Alternative Performance Measures (APMs):
We use a number of APMs to assist in presenting information in this
report. We use such measures consistently at the half year and full
year, and reconcile them as appropriate. Whilst the Board believes
the APMs used provide a meaningful basis upon which to analyse
the Group’s financial performance and position, which is helpful to
the reader, it notes that APMs have certain limitations, including
the exclusion of significant recurring items, and may not be directly
comparable with similarly titled measures presented by other companies.
The measures used in this statement include:
Constant currency results: these reflect current year performance
for existing business translated at the prior year’s average exchange
rates. Constant currency results are the primary measure used by
management to monitor the performance of overseas business
units, since they remove the impact of currency translation into
Sterling, the Group’s reporting currency, over which those overseas
units have no control. Constant currency results are similarly useful
to shareholders in understanding the performance of the Group
excluding the impact of movements in currency translation over
which the Group has no control. The definition of constant currency
profit has been revised in the year to reflect the impact on the Group
of its operations in hyperinflationary countries. Constant currency
results are reconciled to reported results in the review of financial
performance below. The APMs are calculated as follows:
a. For constant currency profit, translation is performed using
the entity reporting currency before the application of IAS 29
hyperinflation and any associated one-off foreign exchange
gains or losses;
b. For constant currency sales, local currency sales are translated
into the most relevant functional currency of the destination
country of sale (for example, sales in Latin America are primarily
made in US Dollars, which is therefore used as the functional
currency). Sales in functional currency are then translated
into Sterling using the prior year’s average rates for the
corresponding period;
Underlying results: these reflect constant currency values adjusted
to exclude acquisitions in the first year of impact. They are used by
management to measure the performance of each sector before
the benefit of acquisitions are included, in order to assess the
organic performance of the sector, thereby providing a consistent
basis on which to make year-on-year comparison. They are seen as
similarly useful to shareholders in assessing the performance of the
business. Underlying results are reconciled to reported results in the
Finance Review;
Pro forma results: these reflect the current year performance
measured against 2022 adjusted for the estimated impact of the
divestment of the majority of Performance Technologies and
Industrial Chemicals on 30 June 2022. Given the divested business
did not meet the requirements for classification as a discontinued
operation, the first half of 2022 included the full PTIC business and
the second half year only included the retained business. The Board
believes that the pro forma information assists shareholders by
providing a meaningful basis upon which to analyse business
performance and make year-on-year comparisons. Pro forma
analysis is used by management for budgeting and reporting
purposes including the internal assessment of operating performance
across the Group. In the first half of 2022, it is estimated that the
divested operations contributed revenue of £191m, adjusted
operating profit of £39m and adjusted profit before tax of £33m.
Pro forma results are presented on a rounded basis due to the
estimated nature of the measures. The level of estimation risk in
arriving at the pro forma numbers is not considered material for the
Group. Pro forma adjustments only impact Industrial Specialties and
the Group, with no changes to Consumer Care or Life Sciences;
Adjusted results: these are stated before exceptional items
(as disclosed in the review of financial performance below) and
amortisation of intangible assets arising on acquisition, and tax
thereon. The Board believes that the adjusted presentation (and the
columnar format adopted for the Group income statement) assists
shareholders by providing a meaningful basis upon which to analyse
business performance and make year-on-year comparisons. The
same measures are used by management for planning, budgeting
and reporting purposes and for the internal assessment of operating
performance across the Group. The adjusted presentation is
adopted on a consistent basis for each half year and full year results;
Operating margin or return on sales: this is adjusted operating profit
divided by sales, at reported currency. Management uses the
measure to assess the profitability of each sector and the Group,
as part of its drive to grow profit by more than sales value, in turn by
more than sales volume, as set out in the Chief Executive’s Review;
Return on invested capital (ROIC): this is adjusted operating profit
after tax divided by the average adjusted invested capital. Adjusted
invested capital represents net assets adjusted for net debt, net
retirement benefit assets/(liabilities), earlier goodwill written off to
reserves and accumulated amortisation of acquired intangible
assets. The definition of ROIC has been revised in the year to
exclude the Group’s net retirement benefit balances from invested
capital, given they are not operating in nature. Comparative
information has been restated to reflect the new definition, resulting
in restated ROIC of 14.4% for 2022 (previously 14.1%). Calculations
and reconciliations are provided in the five year record of the
Group’s Annual Report. The Board believes that ROIC is a key
measure of efficient capital allocation, in line with its policy set, with
its aim being to maintain a ROIC of at least two times the cost of
capital over the cycle, and that it is useful to shareholders in
assessing the superior returns delivered by the Group and the
impact of deploying more capital to grow future returns faster;
Net debt: comprises cash and cash equivalents (including bank
overdrafts), current and non-current borrowings and lease liabilities.
Management uses this measure to monitor debt funding levels and
compliance with the Group’s funding covenants which also use this
measure. It believes that net debt is a helpful additional measure for
shareholders in assessing the risk to equity holders and the capacity
to invest more capital in the business;
Leverage ratio: this is the ratio of net debt to Earnings Before
Interest, Tax, Depreciation and Amortisation (EBITDA) adjusted to
include EBITDA from acquisitions or disposals in the last 12 month
period. EBITDA is adjusted operating profit plus depreciation and
amortisation. Calculations and reconciliations are provided in the
five year record of the Group’s Annual Report. The Board monitors
the leverage ratio against the Group’s debt funding covenants and
overall appetite for funding risk, in approving capital expenditure and
acquisitions. It believes that the APM is a helpful additional measure
for shareholders in assessing the risk to equity holders and the
capacity to invest more capital in the business;
Free cash flow: comprises net cash generated from operating
activities adjusted for the cash effect of exceptional items less net
capital expenditure and payment of lease liabilities, plus interest
received. The definition of free cash flow has been revised in the year
to better align with the most directly reconcilable line in the Group’s
IFRS cash flow statement. Comparative information has been
restated to reflect the new definition resulting in restated free cash
flow of £157.4m for 2022 (previously £167.4m). The Board uses free
cash flow to monitor the Group’s overall cash generation capability,
to assess the ability of the Company to pay dividends and to finance
future expansion, and, as such, it believes this is useful to
shareholders in their assessment of the Group’s performance;
New and Protected Products (NPP): these are products which are
protected by virtue of being either newly launched, protected by
intellectual property or by unique quality characteristics. NPP is
used by management to measure and assess the level of innovation
across the Group.
Croda International Plc Annual Report & Accounts 202350
Strategic report
Delivering long-term performance
Risk management
Managing risks
Risk strategy
Effective risk management enables the business to protect and create
value, helping us to identify opportunities and minimise threats to the
delivery of our strategy and to build resilience within our business model.
Risk governance
Our Board owns and oversees our risk management programme,
with overall responsibility for ensuring that our risks are aligned with our
goals and strategic objectives. The Audit Committee assists the Board
in monitoring the effectiveness of our risk management and internal
control policies, procedures and systems.
Risk monitoring
Global visibility of risks identified by regions, sites and sectors is
obtained through bottom-up risk registers that are continuously
updated in our risk and control system. Using our global risk
management framework (page 52), bottom-up risks are combined
with top-down risks, the latter being identified and owned by a
member of the Executive Committee, in our Executive Risk Register.
Movements to the Executive Risk Register are reviewed by the Risk
Committee during quarterly meetings, which also has standing agenda
items to review and monitor internal and external emerging risks; IT
and cyber risks; internal audit; and safety, health, environmental and
quality (SHEQ) assurance. The Committee also provides the Board
with visibility of the principal risks facing the organisation through
quarterly reports.
Risk management
While our Board owns and oversees our risk management
programme, risk management accountability is embedded
throughout our organisation:
Our first line of defence, our employees, have a responsibility
to manage day-to-day risk in their own areas guided by Group
policies, procedures, control frameworks and risk appetite. Local
management, and ultimately the Executive, ensure that risks are
managed and actioned according to these frameworks
The second line of defence is provided by management team review
of each risk register, culminating in review by the Risk Committee
The third line of defence is through assurance over the effectiveness
of mitigating controls, which is provided through internal audits,
supplemented by reports from external assurance providers
Our Global Crisis Management Plan, which is in place to manage
significant risk events, is owned by the Executive Committee
Croda’s Group Fraud Policy, Group Code of Conduct, Group Code
of Ethics and Group Whistleblowing Policy in addition to our controls
framework are in place to prevent and detect fraud. Annually the
Audit Committee reviews the adequacy and effectiveness of
Company’s anti-fraud procedures. See case studies on page 53 for
more details on what we have done in 2023 to enhance our fraud
risk management
The process for managing climate related risks is fully embedded as
part of our global risk management process (more details on climate
related risks are provided on pages 59 to 69).
Risk appetite
Our risk appetite is the level of risk that Croda is willing to
accept in the pursuit of a specific objective or strategy.
We define a risk appetite score for each risk subcategory,
using a one (‘risk averse’) to six (‘risk open’) scale. For
example, the risk subcategory for SHE sits at the lower end
of the scale, meaning that we are not willing to accept risks
of this nature and these must be reduced to a level as low as
reasonably practical. At the other end of the scale sits the
subcategory for innovation, an area where we are willing to
accept risks to seize significant opportunities. Assessing risks
against our risk appetite allows us to review and challenge
the level of risk that we are taking for each of our key risks,
to identify areas where additional controls may be needed,
or where the level of control may be too onerous.
Our risk appetite statements are compiled based on our
Company values, strategy and capacity to absorb risk.
We use our risk appetite statements as an effective tool to
communicate the Company’s appetite towards each type
of risk, providing a consistent guidance for decision-making
throughout the organisation.
Emerging risks
We consider emerging risks and opportunities as part of our risk
landscape and define them as those whose effects have not yet
been substantially realised and whose evolution is highly uncertain.
The Risk Committee reviews emerging risks and opportunities from
internal and external sources at its quarterly meetings and considers
whether they should be included in our risk register.
Emerging risks can be slow moving, when they have potential to
materialise in more than a year, as well as rapid velocity, those that
may materialise within the next year. The later are closely monitored
and actively managed (see Artificial Intelligence case study on page 53).
51Croda International Plc Annual Report & Accounts 2023
Risk management continued
Our risk framework
Executive Risk Register
Summary of the principal risks facing us prepared by combining risks identified through the local bottom-up registers with top-down risks
identified and owned by the Executive Committee.
Our bottom-up registers
The core of our risk assessment. Owned by market sectors, regions, manufacturing sites and functions, they identify local risks
and mitigating controls arising from day-to-day operations globally.
How we monitor
What we monitor
Our risk landscape
Current risks
Risks we are managing now that could stop
us achieving our strategic objectives.
Emerging risks
Risks with a future impact from external or
internal opportunities or threats. These can
be slow moving as well as rapid velocity.
What we assess
Risk ownership: each risk has a
namedowner
Likelihood and impact: globally applied
6x6 scoring scale
Gross risk: before mitigating controls
Mitigating controls: subject to internal
audit review and monitoring
Net risk: after mitigating controls
areapplied
Risk appetite: defined at risk
subcategory level
Actions: identify further mitigation
ifrequired
Risk categories we assess
Six categories, 17 subcategories, over
60generic risks, one framework:
• Strategic
People and culture
• Process
External environment
Business systems and security
• Financial
Board
Responsible for the risk framework
and definition of risk appetite
Reviews key risks with an opportunity
forin-depth discussion of specific key
risks and mitigating controls annually
Approves the viability statement
Audit Committee
Reviews the effectiveness of the Group
risk management process
Reviews assurance over mitigating
controls, directing internal audit to
undertake assurance reviews for selected
key risks
Reviews viability scenario assessments
Risk Committee
Chaired by Chief Financial Officer
Meets quarterly to monitor and review
risks (other than SHEQ, ethics and
sustainability, which are delegated
to other committees)
Standing agenda items to monitor
emerging risks, IT systems and cyber risks
Receives an in-depth presentation of
specific key risks and mitigating controls
from risk owners
Considers the results of internal audit work
Sustainability Committee
Chaired by Chief Sustainability
Officer
Meets quarterly to oversee the
development, measurement and delivery
of our sustainability strategy and the
significance ofclimate related risks and
opportunities
Monitors against stretching targets and
agreed KPIs
SHEQ Steering Committee
Chaired by President of Operations
Meets quarterly to review SHEQ risks
Monitors against stretching targets and
agreed KPIs
Considers the results of assurance audits
over SHEQ controls
Ethics Committee
Chaired by Group General Counsel
Meets quarterly to review ethics and
compliance risks
Monitors against agreed KPIs
Considers the results of assurance
audits over ethics controls
Croda International Plc Annual Report & Accounts 202352
Strategic report
Principal risks
We consider principal risks to be those risks, or combination of risks,
that, were they to arise and not be effectively mitigated, would cause
serious disruption to our business model, threatening future
performance, solvency, liquidity or our ability to deliver our strategy.
Risks at this level are recorded in our Executive Risk Register with
a high pre-control score.
The Group’s principal risks, as reported in the financial statements
for the year ended 31 December 2022, were revenue generation;
product and technology innovation and protection; digital technology
innovation; delivering sustainable solutions – Climate and Land Positive;
management of business change; our people – culture, wellbeing,
talent development and retention; product quality; loss of significant
manufacturing site; ethics and compliance; and security of business
information and networks. During our periodic risk reviews, we
confirmed that all principal risks reported in 2022 remain relevant and
no new principal risks were identified. The following principal risks were
identified as heightened relative to 2022:
Revenue generation risk increased during 2023 as the risk of
continuous escalation of geopolitical conflicts may exert further
downward force on demand, consequently impacting revenue.
Despite a difficult year with significant revenue and profit reductions,
Croda’s business model has remained resilient as evidenced by
strong cash generation.
Security of business information and networks risk also heightened
in likelihood during 2023 because of evolving technologies and
increasingly sophisticated malicious activities worldwide.
Emerging risk of Artificial Intelligence
The mass use of Generative Artificial Intelligence, intertwined
with AI’s transformative potential, presents a significant
emerging risk, demanding close monitoring and proactive
management. At Croda, we acknowledge Artificial
Intelligence as both an emerging risk and opportunity.
Understanding the substantial impact of AI on business
growth and operational efficiency, we are committed to
deploying AI in a controlled, risk-conscious manner. This
approach aims to uncover efficiency gains and unlock new
business capabilities while mitigating associated risks.
To steer this journey responsibly and sustainably, Croda has
instituted a multidisciplinary AI Steering Committee which is
overseen by the Executive Committee. Its primary goal is to
provide strategic guidance, ensuring the ethical, effective,
and responsible implementation of AI technologies across
the Company. By prioritising maximal value generation while
minimising risks, the Committee aims to foster our values of
‘Responsible’, ‘Innovative’ and ‘Together’ (see details on our
values on page 16).
Focus on fraud risk management
Croda has a strong governance and reporting structure,
set within a culture that reinforces ‘doing the right thing’
and embeds counter fraud behaviours throughout the
organisation. It is Croda policy that we will not tolerate fraud.
A culture of honesty, propriety and vigilance, which includes
individuals at all levels, is fundamental to managing fraud
prevention and detection. In 2023 the following changes
were made to strengthen our risk management framework
and enhance our ability to identify and mitigate fraud risks:
a new risk subcategory ‘Fraud’ was added to our
framework under the risk category ‘External Environment’
a risk appetite scored ‘Risk Averse’ was associated with
this new subcategory (see details of our risk appetite
scoring scale on page 51)
an associated risk appetite statement was crafted to
reinforce stringent risk management practices throughout
the organisation
Following these changes to our risk management framework,
comprehensive bottom-up risk reviews with focus on fraud
were performed at regions, sites, and functions. This diligent
and holistic approach allows us to proactively identify
vulnerabilities and implement targeted measures against
fraud from the ground up.
53Croda International Plc Annual Report & Accounts 2023
Risk management continued
Strategic
Principal risks
1. Revenue generation 2. Product and technology
innovation and protection
PD
CS
PD
SD
Risk owner
Business Presidents
Risk owner
Business Presidents
Why this matters to us
Our ambition is to deliver consistent top and
bottom-line growth, with profit growing ahead of
sales, ahead of volume. To grow, we need to
innovate and also keep pace with our customers
as they serve consumers globally in established
markets and higher-risk developing markets.
Failure to manage these challenges and the
consequences of geopolitical tensions will
adversely impact delivery of our growth objective.
Acquisitions of adjacent technologies will dilute
growth if they are not effectively integrated.
Innovation is the lifeblood of our business. It plays
a critical role across our operations; it differentiates
us from the competition, protects sales and
improves our margins. Failure to leverage our
global innovation teams could lead to a reduction
in New and Protected Products (NPP) impacting
growth and margin.
Failure to protect our intellectual property (IP) in
these products in existing and new markets could
undermine our competitive advantage.
How we respond
Through our global sector sales, marketing and
technology teams, we identify consumer trends
and respond swiftly to satisfy customer needs
through key technologies.
Our direct selling model enhances customer
intimacy (see our competitive advantages –
customer intimacy on page 13 for details).
Our resilient business model and focus on
controlling costs, managing cash flow and
increasing sales activity helps to mitigate the
impact of difficult trading conditions (see our
competitive advantages – our approach to
growth on page 13 for details).
Our technical research and development (R&D)
teams, based in our customer innovation centres
and application laboratories globally, focus
innovation on customer and market needs and
are embedded across our business (see value
creation, from discovery to supply – problem
discovery on page 14 for details).
We invest in: R&D, Open Innovation and Smart
Partnership programmes, developing premium
niches and disruptive technology acquisitions
(see value creation, from discovery to supply –
solution development on page 14 for details).
Our specialist IP team protects new products and
technologies, defending our IP and challenging
third-party IP where appropriate (see our
competitive advantages – innovation leadership
on page 13 for details).
What we have done in 2023
Focused on our ‘doing the basics brilliantly’
programme which aims to improve the
customer experience and employee productivity
Reorganisation designed to simplify and
enable faster decision-making and localised
customer response
Progressed well with construction of new
manufacturing site in Dahej, India, which
will add capacity in fast-growth markets
Broke ground on new site in China for
fragrances and botanicals that will bring
production closer to customer
Expanded our R&D footprint in fast-growth
countries such as new Pharma lab in
Hyderabad, India
Invested in our biotech capabilities enhancing
the necessary skills and expertise to drive
innovation in a strategic technology area
Obtained further external funding to support
projects such as novel sustainable fragrance
molecules, which can be considered
transformational for Croda in our long-term
innovation focus
Maintained strong NPP revenues demonstrating
our commitment to the commercialisation of our
investment in R&D
Enhanced the performance of our high
throughput screening capabilities, which has
supported the accelerated development of a
number of candidate solutions focused on
developing customer needs
Key
Link to our strategy (page 26)
Sustainability
Innovation
Growth
Risk movement
Risk increase
No change
Risk decrease
Link to our business model (page 14)
GN
Global needs
PD
Problem discovery
SD
Solution development
IM
Ingredient manufacture
CS
Commercial supply
GI
Global impact
Croda International Plc Annual Report & Accounts 202354
Strategic report
Principal risks
3. Digital technology innovation 4. Delivering sustainable solutions –
Climate, Land and People Positive
5. Management of business change
PD
SD
IM
CS
GN
IM
GI
GN
PD
SD
IM
CS
GI
Risk owner
Chief Financial Officer
Risk owner
Group General Counsel
Risk owner
Group Chief Executive
Why this matters to us
Digital technology is a significant disruptor, rapidly
changing markets that we operate in, changing
the way we interact with our external partners
and each other. New and established customers
expect a high level of online service, from
researching ingredients to procurement, and failure
to meet these needs ahead of competitors will
impact growth, hinder R&D knowledge sharing
and create inefficient processes.
We have made a bold Commitment to be Climate,
Land and People Positive by 2030, aligning our
smart science with United Nations Sustainable
Development Goals (SDGs). We are committed to
delivering improvements in line with the objective
to limit global temperature rises to no more than
1.5°C above pre-industrial levels. Climate change,
biodiversity loss and rising inequality are changing
consumer and other end-user demands, making
sustainability leadership a key differentiator for
our customers.
Failure to remain ahead of our competitors and to
deliver on our stretching 2030 targets will damage
our reputation as a sustainability leader and
compromise growth.
Delivery of our strategy requires significant
business change globally, including acquisition
of businesses and investment in our capital
expenditure programme which is taking place
in an environment of cost inflation and interruptions
to availability of materials. Such transformational
change has the potential to distract the
organisation, resulting in failure to deliver
expected results, or at worst destroy value.
Ineffective management of change could result
in a failure to integrate new acquisitions effectively
and impact the realisation of expected benefits.
How we respond
Our digital specialist teams focus on what our
business needs (see page 13 for details) and
provide global leadership to take advantage
of the fast-evolving digital world. They deliver
an integrated market-facing environment that
encompasses our entire value creation business
model (see page 14 for details).
Digital pilot projects embedded in the organisation
support agile, local trials of innovative ideas, which
can grow into global roll outs.
The Executive-level Sustainability Committee,
which meets quarterly and is chaired by our
Chief Sustainability Officer, monitors progress
and allocates the necessary resources to meet
our targets, with accountability embedded across
the organisation. The central Sustainability team
provides subject matter expertise, assists in
measuring and reporting internally and leads
our external reporting and assurance of
non-financial data.
We see more opportunity than risk in
climate change.
See our competitive advantages – sustainability
leadership on page 13, and our value creation –
ingredient manufacture and global impact on page
14 for details.
We have refocused our portfolio, so our
capabilities address consumer and our customer
needs (see value creation, from discovery to supply
– global needs on page 14 for details).
The Board and Executive have oversight of the
strategic change programme and receive regular
updates on status and progress.
Skilled programme managers, supported
by external consultants, lead our delivery of
change programmes and our Capital Project
Director monitors and oversees the capital
investment programme.
What we have done in 2023
Successfully delivered the second phase of
our digital platform for knowledge management
in R&D
Programme to improve supply chain
transparency included solution to improve
forecast accuracy with the use of AI,
implementation of barcoding and warehouse
management system and pilot for long-term
production planning
Continued with the roll out of customer
self-serve ordering portal.
Developed digital marketing roadmap defining
2024 focus areas
Launched ‘live’ product-level carbon footprint
data for around 1,300 of our ingredients, to
enable our customers to make decisions that
will help meet their climate targets
Created a Board-level Sustainability Oversight
Committee to increase the capacity and
competence of the Board to govern our
sustainability approach
Through our membership of WBCSD, joined a
SBT for Nature Preparers group, to develop a
more mature approach to minimise negative
impacts of our activities on nature and support
our customers’ targets
Continued to include sustainability targets into
our senior-level long-term incentives and annual
bonus scheme
Developed an integration toolkit which
was successfully used for the integration
of Solus Biotech
Ran leadership development programmes
with focus on change management
Responded to employee feedback on the
complexity of the organisation by announcing
new organisational structure launching in 2024,
which will simplify the organisation and help
create a high-performing inclusive culture, which
will enhance customer responsiveness. Our new
structure announcement was meticulously
planned and carefully delivered to ensure we
mitigate associated risks
Strategic
55Croda International Plc Annual Report & Accounts 2023
Risk management continued
People and culture Process
Principal risks
6. Our people – culture, wellbeing,
talent development and retention
7. Product quality 8. Loss of significant manufacturing
site (major safety or environmental
incident)
GN
PD
SD
IM
CS
GI
IM
IM
Risk owner
President Human Resources
Risk owner
President Operations
Risk owner
President Operations
Why this matters to us
Retaining and developing the experience and
motivation of all our knowledgeable and diverse
employees is critical to maintaining our ability to
deliver our strategic priorities. Failing to maintain
our distinctive Croda culture within which people
thrive and which attracts new and diverse talent to
join the Company would significantly damage our
ability to innovate.
We sell into a number of highly regulated
applications and the transition to a focused
Consumer Care and Life Sciences business
increases our exposure to this environment.
Weak product quality control leading to
non-compliance with our customers’ stringent
product quality requirements and global and
local regulation could expose us to liability claims,
significant reputational damage and compromise
our ability to deliver growth.
We rely on the continued sustainable operation of
our manufacturing sites around the world, including
newly acquired sites.
Climate change directly impacting the location of a
site or availability of utilities used, or a major event
causing loss of production and violating safety,
health or environmental regulations, could limit our
operations. This could also expose the Group to
liability, cost and reputational damage, especially
in light of our commitment to sustainability and
customer service.
How we respond
A clear Purpose, strong development culture,
excellent learning opportunities and competitive
reward programmes support the retention,
engagement and career development of the
high-quality teams we need (see our competitive
advantages – ‘One Croda’ culture on page 13
for details).
Global graduate and management development
programmes include stretching and high-profile
assignments and provide a pipeline of internal talent.
Our bi-annual global talent review process
considers resources and succession plans for
critical roles, with actions monitored by the
Executive Committee and the Board.
Monitored by our Group SHEQ Steering
Committee, our sites and products are certified
to demanding external quality standards highly
valued by our customers (including ISO 9001,
GMP and Excipact). Our global network of quality
professionals enforces compliance with the Group
Quality manual, assured through internal audits
delivered by our specialist Group Quality audit
team and external certification audits. We work
proactively with relevant trade associations to
shape future regulation.
Monitored by our Group SHEQ Steering
Committee, our global network of site-based safety
professionals enforces compliance with global
policies and procedures defined in the Group SHE
manual. Assurance is provided by the specialist
Group SHE internal audit team, whilst external
auditors certify our compliance with international
safety standards. Our sites are certified to ISO
14001 standards.
Risks specific to each site are identified in
‘bottom-up’ risk registers, including climate
adaptation risks which are monitored by Group
Sustainability and overseen by the Sustainability
Committee (see details on how we manage
climate-related risks on page 61). Additionally, local
emergency response plans are in place which are
regularly tested.
What we have done in 2023
Continued work with our Living Wage partners,
in process of gaining accreditation
Improved use of data to further understand
turnover in the organisation, including reporting
on attrition rates with an ability to identify
attrition trends faster and the introduction of
new exit interview questions to gain a greater
understanding as to why individuals leave
the organisation
Reviewed bonus levels for senior employees
Mapped psychometric tests to Croda
competencies to help contextualise and
visualise our culture when assessing and
recruiting new talent to the organisation
Re-launched Graduate Development
Programme in all regions, with a new focus on
recruiting niche skills, diversity and inclusion and
a modernised training programme
Independent confirmation that Life Sciences
manufacturing sites are operating to the
correct standards
Our progress to the 2030 target of 99.5% right
first time in manufacturing is on target
Increased the use of our maturity assessment
audits which will enhance the effectiveness of
our quality management systems
Completed a Group-wide hazard assessment to
focus the governance and application of the
Group Quality Policy
Introducing biofuel steam-raising boilers on
several sites displacing natural gas
Introducing continuous processes with
improved safety profiles in several plant areas
Process risk peer review programmes have
been completed across all relevant sites at the
end of 2023
Several sites are reaching higher process safety
maturity and using leading metrics to drive
down risk
Senior leadership team commitment to
improving SHE performance continues with over
500 senior leaders in the Group undertaking
‘Safety as a Value’ training
Croda International Plc Annual Report & Accounts 202356
Strategic report
External environment
Principal risks
9. Ethics and compliance 10. Security of business information
and networks
GN
PD
SD
IM
CS
GI
GN
PD
SD
IM
CS
GI
Risk owner
Group General Counsel
Risk owner
Chief Financial Officer
Why this matters to us
At Croda, compliance is at the heart of everything
we do. We strive to conduct our business in
accordance with all applicable laws and
regulations, including UK ethics legislation which
has extra territorial scope, competition laws, data
privacy laws, tax laws and human rights legislation.
Our continued growth into higher-risk markets
and the introduction of new regulation create
an elevated compliance and reputational risk.
Society and business are subject to more
numerous and increasingly sophisticated threats
to security, including hackers, viruses and
ransomware attacks, while keeping our data
safe is subject to increasingly stringent regulatory
requirements globally. Our business model relies
heavily on the availability of IT networks and
systems; an extended interruption of these
services may result in an inability to operate.
How we respond
Our Group Ethics Committee has responsibility
for the development, reinforcement, oversight
and cascade of the Group’s ethics strategy and
programme, Code of Conduct and other policies
and procedures. The Ethics Committee meets
quarterly to consider new legislation, review the
effectiveness of current processes (including
monitoring annual training programmes) and
promote the importance of ethics and compliance
across our business and amongst key stakeholders.
Our Audit Committee reviews the effectiveness
of the Group’s compliance procedures on an
annual basis.
We run our key applications in distributed
computing environments with regular failover
testing and penetration testing being undertaken.
Our information security specialists monitor our IT
services and networks, oversee cyber protection
solutions and provide regular educations globally
about cyber awareness, data protection and
responsible use of emerging tools, whilst internal
and external auditors review and report on the
operation of cyber and system controls annually.
What we have done in 2023
Appointed a Global Compliance Director and
a Compliance Manager for further refining and
improving the ethics programme
Focused on designing and developing a human
rights programme
Continued with the ethics integration of newly
acquired companies. This year we integrated
Solus Biotech into our ethics programme
Developed training materials to strengthen our
ethics and compliance programme including
training videos and leaflets in several languages
Reviewed and updated our whistleblowing
procedures to respond to new legislation and
investigated reports received through the Speak
Up system, our whistleblowing line
Responded to an increase in risk from the
threat of cyberattacks to all businesses
and organisations
Information Security programme performance
has been good with no major cyber security
incidents recorded in 2023
Improved our ability to detect and respond
efficiently to new threats, further strengthened
our control environment and invested to build
internal capability within our dedicated
information security team
Completed external assessment of our
Information Security programme versus
peers and industry averages
57Croda International Plc Annual Report & Accounts 2023
Long-term viability statement
Confirmation of viability
Based on their assessment of its prospects and viability, the Directors confirm
that they have an expectation that the Company will be able to continue in
operation and meet its liabilities as they fall due over the next three years to
31 December 2026. The Directors also considered it appropriate to prepare
the financial statements on a going concern basis, as explained in the Group
accounting policies (page 157).
Assessment of viability
We assess viability through two lenses: a ‘top-down’ test which quantifies the
magnitude of profit or loss required to endanger liquidity and our bank covenants
and a ‘bottom-up’ assessment that makes use of downside scenario models,
which reflect the key risks facing the Group, to test against the Group’s financial
headroom and leverage over the viability period.
We evaluate the Group’s future outlook through five-year strategic and capital
investment plans, with three-year detailed financial modelling being prepared.
Most of the detailed sector delivery plans also look forward three years, including
product innovation, manufacturing expansion timescale and market development.
We chose to use a three-year period for the viability assessment because, given
the inherent uncertainty of long-term planning, we believe this is the horizon that
provides the most appropriate balance between accuracy and long-term visibility.
Our strategic plan is built from a bottom-up sector view considering different
macroeconomic scenarios and near-term risk factors, including weaker demand,
inflation and raw material price changes. The base case model and downside
scenarios are used to assess the impact for both the viability statement and the
going concern assessments. For more on going concern see page 157.
Top-down liquidity headroom
We assess our overall capacity to withstand catastrophic events by stress testing
the EBITDA reduction required to trigger a default under our funding covenants,
and liquidity headroom available from committed debt facilities, including any
which mature within the viability period:
Bank leverage covenant: the leverage ratio at the end of 2023 of 1.3x remains
substantially below the maximum covenant level under the Group’s debt
facilities of 3.5x. Based on 2023 results, stress testing assesses that EBIT
would need to fall by more than 70% to trigger an event of default. In the event
that breaching the maximum covenant level was possible, we would also take
additional unmodelled action to conserve cash and improve the covenant
position (we also test the impact on our interest covenant; however, with a
high level of fixed rate debt, it is difficult to construct a plausible scenario which
endangers compliance with this covenant);
Unused committed liquidity headroom: at 31 December 2023, the Group had
committed funding in place of £1,050m, with undrawn committed facilities
of £381.2m (see page 49 for more details). Current committed debt facilities
largely mature in the third year of the viability period and, in normal lending
market circumstances, we would expect to have adequate access to renew
facilities as these mature. The Company therefore expects to have the
necessary liquidity headroom available to cope with unexpected risk events
during the viability period.
Bottom-up risk scenario headroom
Using the ‘base case’ model, individual downside scenario events were
identified and modelled. In addition, five severe but plausible combinations of
these individual scenario events were tested to assess the potential combined
downside impact on the liquidity and covenant headroom of the Group over
the three-year viability period. None of the individual scenarios or scenario
combinations was found to endanger the liquidity or covenant requirements
over the viability period.
The key scenarios tested were as follows:
Scenario Key assumptions
Principal
risks Scenario combination
New entrants or enhanced competition in our market
space make significant inroads into our business
Loss of business in Consumer Care, Life Sciences and Industrial
Specialties
1
Regulatory or reputational issues affecting individual
products or product groups
Loss of contribution from significant products
1
Disruptive production or digital customer interaction
technologies are brought to the market by competitors
and we lose competitiveness
Loss of business in a major technology platform and competitive
attrition within Consumer Care and Life Sciences customers
2
3
Escalation of geopolitical upheaval results in sanctions
to relevant countries and the global economy moving
into recession, with significant business loss
No sales to sanctioned country and lower sales elsewhere, with
greater impact in Consumer Care than in Life Sciences reflecting
the different levels of exposure to discretionary income
1
Failure to secure supply of key raw materials Loss of contribution from products affected by lack of
constrained raw materials
1
Catastrophic incident leading to complete loss of a
manufacturing site
Uninsured loss of major manufacturing site resulting in lost
margin for an extended period
8
Major ethics and compliance breach leading to
government investigation and fine
Loss of business due to reputational damage, in addition to cost
of fines and legal expenses
9
Loss of main ERP system for prolonged time Loss of contribution margin during the ERP outage, mitigated by
business continuity actions
10
Cyber attack A significant cyber attack damages reputation and results in
disruption of processes, in addition to costs of data recovery
10
Failure to demonstrate delivery against sustainability
commitments
Reputational damage, leading to loss of business in all sectors
4
Product quality failure leading to a product recall Financial impact from damages and legal costs in addition to
loss of business due to reputational damage. Greater impact in
Life Sciences due to nature of product applications
7
Failure to deliver expected benefits from acquisitions Commercial synergies from recent acquisitions (e.g. Solus
Biotech) are not realised
5
Persistent inflation combined with failure to recover cost
increases in the market
Partially absorb increases in raw material and freight costs
1
Failure to attract, retain and develop the necessary skills
to deliver the expected growth
Sales growth rate is affected by lack of necessary skills
6
The principal risks to which these scenarios relate are as follows:
Principal risks
1. Revenue generation; 2. Product and technology innovation and protection; 3. Digital technology innovation; 4. Delivering sustainable solutions – Climate, Land and
People Positive; 5. Management of business change; 6. Our people – culture, wellbeing, talent development and retention; 7. Product quality; 8. Loss of significant
manufacturing site (major safety or environmental incident); 9. Ethics and compliance; 10. Security of business information and networks
Croda International Plc Annual Report & Accounts 202358
Strategic report
Non-financial disclosures
Croda has long recognised the scale of the climate emergency, which we believe creates both opportunities and risks to our future growth.
We develop innovative products which help our customers to reduce their own carbon footprint and we set stretching climate related targets
as part of our Commitment to become Climate Positive
1
by 2030 (page 34 and Sustainability Impact Report (SIR) – page 13).
On pages 59 to 67 of this report we summarise material climate related disclosures consistent with the four pillars and 11 disclosures proposed
by the TCFD, including the “Implementing the Recommendations of the Task Force on Climate-related Financial Disclosures” released in October
2021. As part of these disclosures we have considered the guidance in Section C “Guidance for all Sectors” and Section E “Supplemental
Guidance for Non-Financial Groups – Materials and Buildings” of the TCFD Annex. We also reference links to further information which can be
found in our Annual Report, Sustainability Impact Report (SIR) and Reporting Data Pack (RDP) to supplement our compliance. We cross refer to
our SIR throughout this TCFD section as that report offers us additional space to explain our strategic Climate Positive commitment, to illustrate this
through case studies (SIR page 12) and enhance our explanation of our targets, metrics and progress (SIR pages 9 to 13). We continue to work to
remain aligned with evolving climate and non-financial disclosure requirements as required by the Listing Rules.
Governance
How we comply
What we have
done in 2023
Next steps and timeframes
supporting further
improvement
a) Describe the
Board’s oversight
of climate related
risks and
opportunities
As one of the three pillars of our Commitment (page 10),
climate risks and opportunities are core to our overall
strategy and as such the Board considers climate
related issues as part of its annual review of the strategy
described on page 77. The Board is accountable for all
risks, including those relating to climate, and reviews
these annually. It receives a quarterly report from the
Chief Sustainability Officer, as well as minutes and
discussion materials from each Sustainability Committee
meeting, which consider progress against climate
targets, including the risks to delivering these.
The Board approves significant capital expenditure
and acquisition proposals and has oversight of the
innovation strategy, considering how these align with
our climate and decarbonisation goals.
The Remuneration Committee agrees climate related
performance objectives which are incorporated into
senior leadership remuneration (page 112).
The Board guides the leadership values we look for in
Croda to ensure we build future leadership capabilities
to include sustainability and decarbonisation know-how.
Following Committee discussions,
the Board established a
Sustainability Oversight Committee
(page 98) to increase the capacity
and competence of the Board to
govern our sustainability approach.
The Audit Committee approved the
appointment of KPMG to provide
limited assurance of the Group
Climate Positive KPIs (pages 64
and 103).
A sustainability competence
framework for Board membership
was devised and used in 2023.
The induction received by Chris
Good included deep dive sessions
with Group Sustainability (page 97).
The Board attended a dedicated
training session aligned with our
sustainability strategy.
Implementation of the
Sustainability Oversight
Committee which will meet
quarterly. See page 98 for
key responsibilities and
focus areas.
Audit Committee will
continue oversight
of non-Financial KPIs as
we review the scope of
metrics assured.
The Audit Committee
continues to monitor ESG
reporting and disclosures
and how we comply.
b) Describe
management’s
role in assessing
and managing
climate
related risks
The Board delegates responsibility for running the
business to the Group Chief Executive Officer and the
Executive Committee, which includes responsibility for
managing climate related issues. A sub-committee,
the Sustainability Committee, meets at least quarterly,
chaired by the Chief Sustainability Officer who is
supported by the Group Sustainability team. The
Committee comprises senior leaders (including an
executive sponsor for Climate Positive, the President
of Global Operations, Mark Robinson) from across the
business, each of whomhas a responsibility to identify
further strategic opportunities, understand the risks
posed in delivery of the strategy, monitor progress
towards declared targets and coordinate Group-wide
engagement with our sustainability targets.
Through our risk management framework (page 52)
climate related risks are captured, assessed, mitigated
and owned at the appropriate level of the organisation.
Our Sustainability Professionals Network and local
sustainability champions facilitate best practice sharing
throughout the organisation, reporting progress back to
management. Our organisation structure is shown in the
Governance section (page 99).
The terms of reference for the
Sustainability Committee were
reviewed, approved in April, and
include risk and compliance with
accountability at Executive level.
The Sustainability Committee
focused on Executives as
members only and increased time
spent on monitoring and reviewing
of climate related risks.
The role of the sustainability
champions has been further
defined, setting best practice
for cascading communication
on climate throughout
the organisation.
Enhance framework
for sustainability risks,
controls and oversight
in new enterprise risk
management system.
Roll out awareness
and training across the
business to support
consistent approach
to assessment of
climate risks.
1. ‘Climate Positive’ is not considered a technical term with recognised definition, it is the branding Croda have used for our combined climate targets since we publicly
launched this strategy in 2020 and indicates our efforts to go further than reducing our own carbon footprint.
Task Force on Climate-related Financial Disclosures (TCFD)
59Croda International Plc Annual Report & Accounts 2023
Non-financial disclosures continued
Strategy
How we comply
What we have
done in 2023
Next steps and timeframes
supporting further
improvement
a) Describe the
climate related risks
and opportunities
the organisation has
identified over the
short, medium
and long-term
Our definition of short, medium and long-term
time horizons is included on page 62 and they are
aligned with business planning and our sustainability
strategic commitments to 2030 and interim
milestones for delivery.
Climate related physical and transitional risks and
opportunities are assessed using our global risk
framework, described on page 52 of this report.
They include increased raw material costs, carbon
pricing, emerging regulation and the effects on our
people and working environment. The four most
impactful climate related risks, and how these were
selected, are described in more detail on page 65
of this report, together with a summary of other less
impactful risk themes identified from our bottom-up
risk registers.
The Sustainability Committee
reviewed significant sustainability
related risks, transferring
ownership to business owners
as appropriate to allow improved
monitoring and control.
Group Sustainability were kept
informed of plans for a new
enterprise risk management
system and will support
development of a framework for
climate and other sustainability
risks as it is rolled out in 2024.
Enhance framework
for sustainability risks,
controls and oversight
in new enterprise risk
management system.
b) Describe the
impact of climate
related risks and
opportunities on
the organisation’s
businesses,
strategy and
financial planning
Delivery of climate-related commitments identified in
our Climate Positive strategy form a core part of our
overall business strategy and as such the impact of
not delivering our climate related objectives is
significant. We reflect this in our principal business
risks on page 55. The financial impact of the four
highest risks in our register is described in more
detail on pages 66 to 67 of this report.
We include a GHG emissions metric in a revolving
credit facility (RCF), with carbon emission targets in
the seven-year agreement aligning with our 2030
Climate Positive commitments. Savings are
reinvested into the decarbonisation capital
expenditure programme.
Since 2020 we have applied an internal shadow
carbon price to capital investment to help to prioritise
projects that will reduce scope 1 and 2 emissions
(SIR page 10).
All capital projects over £100k are required to
complete a sustainability impact assessment. The
impact of increased capital cost on impairment and
useful economic life is considered on page 157.
Since 2021 carbon budgets have been presented
annually alongside the financial budgets at regional
and sector level, which consider the impact of the
short and long-term site decarbonisation plans.
Our business teams finalised
2030 decarbonisation roadmaps.
These include scope 3 emissions,
enabling the sectors to make
portfolio management decisions
incorporating carbon footprint
data, which will inform the
development of the next
generation of low carbon products.
It is worth noting that carbon
offsets form no part of our
decarbonisation strategy to 2030.
Croda has developed a tool to
automate the calculation of
cradle-to-gate product carbon
footprints. Assisting in business
decision-making this has now
been launched to customers
representing around 70% of our
Beauty Care portfolio.
During the year, the pace of all
of our non-safety-critical projects
was reviewed, including some
decarbonisation projects. This
has introduced some temporary
delays, but we remain confident
in our ability to meet our Science
Based Target by the end of 2029.
Commence development
of Net Zero
1
Roadmaps
for key technology
platforms to support the
transformation and future
preparedness of our
business to grow.
Evaluate and reinforce our
strategy and investment
frameworks in 2024.
c) Describe the
resilience of the
organisation’s
strategy, taking
into consideration
different climate
related scenarios
Supported by external consultants, Accenture, we
have a detailed climate scenario analysis (CSA) of the
most impactful climate related risks identified against
three future climate related scenarios to assess our
resilience to these risks. Under each scenario we
consider impact across six, five-year time periods,
which is significantly in excess of our strategic
planning horizon but is in line with our commitment
to be net zero and our SBT targets.
Our methodology is described in more detail on
page 62.
Feasibility study completed to
scope out an approach to net
zero in preparation for developing
technology platform based Net
Zero Roadmaps.
Requirements of the UK Transition
Plan Task Force Framework and
guidance were reviewed. An initial
gap analysis was performed, and
scoping workshops held with key
leaders to promote awareness
and engagement for transition
plan development.
Commence development
of Net Zero Roadmaps
for key technology
platforms, to support the
transformation and future
preparedness of our
business to grow.
Continue the
development of our
formal transition plan
aligned with the UK
Transition Plan Task
Force Framework.
Task Force on Climate-related
Financial Disclosures (TCFD) continued
1. Our definition of ‘Net Zero’ is aligned with the SBTi definition: Scope 1, 2 and 3 emissions have been reduced to a residual level (no more than 10% of baseline
emissions). Any residual emissions are neutralised by permanent carbon removals to reach net zero emissions.
Croda International Plc Annual Report & Accounts 202360
Strategic report
Risk management
How we comply
What we have
done in 2023
Next steps and timeframes
supporting further
improvement
a) Describe the
organisation’s
processes for
identifying and
assessing climate
related risks
The process for identifying climate related risks,
assessing both their impact and likelihood, is fully
embedded as part of our global risk management
process which is described on page 51. New and
emerging risks and opportunities can be identified at a
local level (mainly physical risks) or by the Sustainability
Committee (emerging risks requiring action to be driven
globally, or requiring more granular analysis). We have
used the TCFD framework to support our assessment
of climate related risks.
Impact and likelihood scoring for all risks uses the
six-point scoring methodology defined in the Group
risk framework.
Emerging risks and opportunities include those resulting
from the rapidly evolving climate and sustainability
regulation. In both cases a business owner is identified,
andthe risk is assessed for both impact and likelihood
using the global risk framework. As the impact of
emerging risks on specific sites or regions is understood,
local business owners are identified, and the risks are
moved to local risk ownership to drive mitigating actions.
We have worked with external
consultants to complete a gap
analysis of our global footprint
against emerging and current
climate regulation to identify
emerging risks relating to
the changes. This included
preparation of a workflow
to support our plans for
compliance with the EU
Corporate Sustainability
Reporting Directive (EU)
2022/2464 (CSRD).
We have completed an initial
review of our readiness to
report against International
Sustainability Standards Board
(ISSB) reporting requirements,
mapping against our current
response to SASB.
Perform double materiality
assessment in 2024 to
confirm scope of
reporting for CSRD.
b) and c)
Describe the
organisation’s
processes for
managing climate-
related risks.
Describe how
processes for
identifying, assessing
and managing
climate related risks
are integrated into
the organisation’s
overall risk
management.
Our Group risk framework, described on page 52,
includesrisk/opportunity areas across six categories
and17 subcategories, against which risk owners identify
local interpretations. Sub-categories most relevant to
climate include growth (organic and inorganic),
innovation,production, sourcing, supply chain, and
externalenvironment, which incorporate the risks and
opportunitiesreferred to in appendix 1 of Implementing
the Recommendations of the Task Force on Climate-
related Financial DisclosuresJune 2017.
Whole Group transitional and emerging risks and
opportunities are currently identified by the Sustainability
Committee through the ‘sustainability risk register’. When
fully defined, these risks are migrated into the appropriate
local risk register and transferred to local ownership. This
includes risks identified through scenario analysis.
Local physical climate related risks (both acute and
chronic) are already embedded and managed in
local risk registers with local owners and mitigation
actions defined.
The Decarbonisation and
Process Technology Director
led a review to test for
and secure the continued
viability of the site level
decarbonisation roadmaps.
The Sustainability Committee
reviewed significant
sustainability related risks,
transferring ownership to
business owners as
appropriate to allow improved
monitoring and control.
New enterprise risk
management system
commissioned which will
improve the tagging and
local monitoring of climate
related risks.
Enhance framework
for sustainability risks,
controls and oversight
in new enterprise risk
management system.
Formally embed
accountabilities
for climate related
risks across our
business teams.
Launch the Sustainability
Academy to develop our
knowledge and
competence enabling the
wider Croda community
to assist in the
identification of risks and
mitigation improvements.
61Croda International Plc Annual Report & Accounts 2023
Climate scenario analysis (CSA) methodology
The CSA was conducted using a standard methodology in line with the TCFD’s guidance. Climate scenarios defined primarily by the Network
for Greening the Financial Systems (NGFS) and supplemented with comparable Shared Socioeconomic Pathways (SSP) and Orbitas Finance
scenarios, were used to model the potential climate related risks and opportunities that Croda may be exposed to, which were identified through
our risk assessment process described in more detail on pages 53 to 55 of this report.
Three climate scenarios
Orderly Disorderly Hot House World
Description Assumes climate policies are
introduced early and become gradually
more stringent. There is increased
international coordination and
commitment to achieving development
goals that reduce inequality across and
within countries. Consumption is
generally oriented toward low material
growth as well as lower resource and
energy intensity.
Assumes uneven commitment to
climate policies with some countries
making relatively good progress while
others fall short of expectations.
Disorderly scenarios exhibit higher
transition risks due to coordinated
policies being delayed to latter half
of the century and medium-term and
immediate progress being divergent
across countries and sectors.
Assumes the drive for economic and
social development is coupled with
increased emissions due to continued
consumption of fossil fuels and the
adoption of resource and energy
intensive lifestyles around the world.
Climate policies are implemented
in some jurisdictions, but global
efforts are insufficient to halt
significant warming.
NGFS
scenarios
Net Zero 2050 Delayed Transition, Divergent Net Zero Current Policies
SSP scenarios SSP 1-2.6 SSP 2-4.5 SSP 5-8.5
Orbitas
scenarios
Co-ordinated Projects - BAU Projections
Estimated
2100 warming
1.5-2°C 2-3°C 3°C+
Three time horizons:
Short-term: 0 - 3 years, this is aligned with our time horizon used in our viability assessment (page 58) and with our interim sustainability milestones
focused on delivery by or ahead of this date. This time horizon encompasses the typical life time of our plant and equipment.
Medium-term: 3 – 10 years, this is aligned to our strategic planning horizons. This time horizon encompasses targets supporting our Commitment
to be Climate, Land and People Positive by 2030.
Long-term: 10 – 30 years, this is aligned to our longer-term aspirations including our Commitment to be net zero by 2050.
Six time points:
The assessment considered six time points, each five years apart, from 2025 to 2050, with 2030 reflecting our medium-term timeframe.
Defining financial impact materiality:
Risk impact is assessed using the same six point financial impact scale used in our group risk framework and is colour coded as follows:
Risk impact score Financial impact
1-2 Opportunity – Minor Impact
3-4 Low – Moderate Impact
5-6 High – Critical Impact
Building the scenarios:
In line with good practice Croda commits to formally review the CSA at least every 3 years. The CSA was first performed in 2021, then refined and
re-baselined in 2022 to remove the contribution of the majority Performance Technologies and Industrial Chemicals business divested in June 2022
and include the climate footprint of businesses acquired in 2021. Multi-disciplinary workshop groups reviewed the assumptions for forecasting our
growth (using financial assumptions used in our strategic forecasting process), and our demands for each of raw materials, energy and people.
The baseline for our energy estimates and site water use are taken from our non-financial reporting system, Sphera, which is fed with quarterly
actual data from all our sites globally. There have been no material changes to the organisation in 2023, and periodic risk reviews confirmed that
our principal risks reported in 2022 remain relevant and no new principal risks were identified (see page 55). No factors were identified to impact
on the validity of the 2022 CSA.
Modelled in conjunction with external scenario data from the NGFS, Orbitas Finance and SSP to forecast and quantify the potential levels of climate
related financial risk in line with Croda’s risk matrix, the results ofour 2022 assessment are shared on pages 66 and 67.
For each transitional risk we also considered the impact under the assumption that Croda continues to operate as today (business as usual) and
secondly that mitigating actions to meet our verified science based targets are successfully implemented. This clearly illustrates the significance of
the mitigating steps Croda is taking.
Croda climate scenario analysis has been conducted at an organisational level, however regions or sites that have material contributions to the
overall risks have been identified, affording the opportunity to account for any dominant locations in the assumptions used.
Non-financial disclosures continued
Task Force on Climate-related
Financial Disclosures (TCFD) continued
Croda International Plc Annual Report & Accounts 202362
Strategic report
Metrics and targets
How we comply
What we have
done in 2023
Next steps and timeframes
supporting further improvement
a) Disclose the
metrics used by
the organisation
to assess climate
related risks and
opportunities
in line with its
strategy and risk
management
process
Our sustainability strategy (page 36) defines strategic targets
and milestones for 2030, progress towards which is reported
quarterly to the Executive and Board. The metrics used to
assess progress, and a description of the targets are presented
in more detail on page 64 and in our Sustainability Impact
Report on pages 13, 18, 23 and 26, and cover the following:
Absolute scope 1, 2 and 3 emissions and emissions
intensity
Energy usage
Land use and land area saved
Water Impact
Bio-based Raw Material
Process Waste to Landfill
Further climate related measures have been proposed for our
primary transition and physical risks. These are presented
alongside the relevant target on pages 66 and 67.
The Remuneration Committee includes sustainability targets
in the Performance Share Plan for senior executives currently
relating to 15% of the award (page 122).
We apply a shadow carbon price to capital expenditure
projects, aiding prioritisation of those that result in reduced
scope 1 and 2 emissions. This price is set at £124/tonne
in line with the UK Government Green Guide.
Refer to page 157 for consideration of climate change
on our financial impact performance and position.
Conducted a review against the
cross-industry metrics identified in
Table A2.1 of the 2021 Implementation
Guidance. New metrics have been
proposed to assist better
understanding of our exposure to
key transitional and physical risks.
See page 66 and 67. Further work
is required to allow us to propose
meaningful metrics for Climate
Related Opportunities and Capital
Deployment. In 2023 we have
updated our Capex system to allow
future tracking of our spend on
decarbonisation. The results of
our planned double materiality
assessment in 2024 will aid
identification of future measures.
In addition, we have completed an
initial review of our readiness to report
against International Sustainability
Standards Board (ISSB) reporting
requirements, reflecting on the extent
of our disclosures across this report,
our Sustainability Impact Report and
our Reporting Data Pack. Further
works will be completed in 2024 to
enhance our response.
Determine means to develop
further meaningful metrics
against TCFD and ISSB
recommendations supported
by quality data.
Develop improved data
management controls,
reviewing opportunities to
enhance reporting accessibility
to leadership at business,
Executive and Board level.
b) Disclose scope
1, scope 2 and, if
appropriate, scope
3 greenhouse gas
emissions and the
related risks
Scope 1, 2 and 3 greenhouse gas emissions and our
calculation methodology are disclosed on page 64.
Information on energy, water and waste is recorded in our
Sphera system by all Croda locations globally as a single
source of data for reporting of these and scope 1 and 2
emissions metrics. Our scope 3 upstream emissions are
calculated using our automated corporate dashboard.
Our 2023 GHG emissions and many other climate metrics
(marked
throughout this reporting suite) have been assured
(limited assurance) under ISAE (UK) 3000 and ISAE 3410 by
KPMG, our independent assurance provider (opinion statement
can be found at www.croda.com/sustainability). We have
re-stated our reporting for 2018 - 2022 (see SIR page 25
for details). This has been re-verified by Accenture with
their formal independent verification statement available
at www.croda.com/sustainability, which also includes a
summary of the calculation methodologies used.
Our chosen calculation of carbon intensity is not industry
standard and uses ‘value add’ as a measure of profit. This
allows us to demonstrate how we are decoupling economic
growth from environmental impact.
Croda has developed a tool
to automate the calculation of
cradle-to-gate product carbon
footprints. Assisting in business
decision making this has now
been launched to customers
representing around 70% of
our Beauty Care portfolio.
We have worked with Accenture
to develop a downstream scope
3 inventory. This is based on life
cycle assessment and extended
input and output models. See page
11 of the SIR for the results of this
modelling and potential benefits to
our customers.
Commence development of
Net Zero Roadmaps for key
technology platforms, to
support the transformation
and future preparedness of
our business to grow.
c) Describe the
targets used by
the organisation
to manage climate
related risks and
opportunities and
performance
against targets
We have set strategic targets and milestones for 2030 as
described in section a) above. Progress towards meeting
these targets is reported quarterly to the Executive and Board.
All targets are absolute. Supplemental information on our
performance and progress is available in more detail on
pages 9 to 13 of our Sustainability Impact Report.
Refer to page 157 for consideration of climate change on our
financial impact performance and position.
A detailed description of the targets
and our progress towards these in
2023 is included in our Sustainability
Impact Report page 13.
A full financial and non-financial
data pack has been developed
and is available on our website at
www.croda.com/sustainability
KPMG engaged to provide limited
assurance of our 2023 performance
against a set of climate positive KPIs.
Their opinion and our reporting criteria
document are available online at
www.croda.com/sustainability.
Develop improved data
management controls,
reviewing opportunities to
enhance reporting accessibility
to leadership at business,
Executive and Board level.
Review scope of KPIs for
inclusion in limited assurance
in 2024 to reflect strategic
priorities and anticipation of
future regulatory demands.
63Croda International Plc Annual Report & Accounts 2023
Greenhouse gas emissions and intensity charts
GHG emissions
1
GHG emissions intensity
20192018 2020 2021 2022 2023
47
27
21
11
14
104
94
103
113
110
87
38
Scope 1 Scope 2 Science Based Target Trajectory
Scope 1 and 2 emissions
('000' tonnes CO
2
e)
20192018 2020 2021 2022 2023
306
263
192
134
138
275
GHG emissions intensity
(tonnes CO
2
e/£m value added)
2
Emissions and energy usage 2023 2022
UK Rest of world Total UK Rest of world Total
Scope 1/tonnes CO
2
e 15,024 71,716 86,740
16,993 93,494 110,487
Scope 2/tonnes CO
2
e 71 14,435 14,506
278 10,357 10,635
Total scope 1 and 2/tonnes CO
2
e 15,095 86,151 101,246 17,271 103,851 121,122
Scope 1 energy use/kWh 80,224,063 498,663,176 578,887,239 90,562,665 586,794,011 677,356,676
Scope 2 energy use/kWh 21,012,966 178,047,363 199,060,329 22,428,163 184,828,162 207,256,325
Total energy use/kWh 101,237,029 676,710,539 777,947,568 112,990,828 771,622,173 884,613,001
Purchased goods
and services – 76.6%
Raw materials – 66.5%
PFR/tolling – 3.7%
Packaging – 3.3%
Other – 3.1%
Capital goods – 12.3%
Fuel and energy-related – 3.4%
Upstream transportation
and distribution – 4.0%
Road and sea – 3.4%
Air – 0.6%
Waste generated in operations – 1.2%
Business travel – 1.8%
Employee commuting – 0.7%
Upstream scope 3 emissions
3
by category (’000 tonnes of CO
2
e)
2023 breakdown
0 200 400 600 800 1,000
2023
2022
Task Force on Climate-related
Financial Disclosures (TCFD) continued
Non-financial disclosures continued
Since 2018, our baseline year, our total scope 1 and 2 greenhouse gas
(GHG) emissions have reduced by 33%. Within this, scope 1 emissions
decreased by 17% and we have seen a greater than 69% reduction in
scope 2 emissions. Scope 1 and 2 GHG emissions from our UK
operations were 15,095 TCO
2
e in 2023 (2022: 17,271 TCO
2
e)
representing approximately 15% of our global GHG emissions.
In 2023 upstream scope 3 emissions decreased by 27% and we are
now able to report downstream scope 3 emissions for the first time
(see page 11 of our Sustainability Impact Report for more detail).
Limited assurance of GHG emissions data
indicates where metrics have been assured (limited assurance) under
ISAE (UK) 3000 and ISAE 3410 by KPMG, our independent assurance
provider. See www.croda.com/sustainability for details.
Emissions intensity
Our chosen measure of GHG emission intensity divides our GHG
emissions (including market-based scope 2 emissions) by value
added
2
, a measure of our business activity. The GHG emission
intensity for 2023 has been calculated using assured scope 1 and
scope 2 emissions data and estimated value added. The result for
2022 uses verified
4
scope 1 and 2 emissions and an estimated value
added if the PTIC divestment have been completed at 01 January
2022. Results for 2018-2021 use actual value added and scope 1
and scope 2 emissions inclusive of the divested locations.
On this basis, our GHG emissions intensity has improved by 55%
since2018, indicating we are decoupling growth from climate impact.
Energy consumption and efficiency improvements
In 2023 we consumed 777,947,568 kWh (2022: 884,613,001kWh) of
energy across our global operations. This included 101,237,029 kWh
(2022: 112,990,828 kWh) consumed by UK operations.
As part of our strategy to improve the efficiency of energy
consumption, 28 projects were implemented globally, realising
22,231,185 kWh of annualised efficiency improvements, equivalent to
3,798 TCO
2
e avoided emissions.
1. Our GHG inventory has been completed in accordance with the Greenhouse
Gas Protocol, Corporate Accounting and Reporting Standard (Revised Edition)
using the operational controls approach. Scope 1 emissions are calculated
using UK Government emission conversion factors for greenhouse gas
company reporting. Scope 2 emissions have been calculated in line with the
market-based method set out in the GHG Protocol Scope 2 standard.
2. Value add: Croda Group adjusted operating profit before depreciation,
amortisation and Group employment costs including Directors, Share based
payment costs and non-exceptional redundancies, at reported currency.
3. Our scope 3 emissions are calculated in accordance with The GHG Protocol
Corporate Value Chain Scope 3 standard and cover all relevant upstream
categories. Scope 3 emissions are calculated using primarily LCA data, and
where this is not available, an Extended Environmental Input-Output (EEIO)
model method – using spend data, to quantify the emissions associated with
a sector of the economy in a given geography.
4. Emissions data for 2018 – 2022 has been restated and verified by Accenture
see www.croda.com/sustainability for their verification statement. See page 25
of SIR for more information.
Croda International Plc Annual Report & Accounts 202364
Strategic report
Identifying our highest impact climate risks and opportunities
Climate related risks and opportunities are identified at all levels of our organisation and are assessed for both impact and likelihood using our global
risk framework (page 52). Detailed scenario analysis was originally conducted in 2021 to investigate the risks identified to have the highest financial
impact from these bottom-up assessments. The updated modelling in 2022 reduced the impact of climate on labour productivity which, we
removed from our disclosure, and increased our assessment of water usage which we then introduced. We have enhanced our reporting in 2023
to reflect our assessment of water impacts, disruption from both water stress and flooding, rather than simple water usage. We consider the
geographical impact of these key risks below.
Transitional risks
Climate risk Description of risk/opportunity Geographical impact
Impact of carbon
pricing on our
emissions
Rising carbon emissions from our sites may impact
profits through increased direct costs if emissions are
taxed. Evolving local regulation in key markets and
regions, such as the EU carbon border tax, will add
further pressure.
Atlas Point is our largest contributor to scope 1 & 2 emissions
and when viewed with our other manufacturing sites in North
America this region is the most material, accounting for c.43%
of our scope 1 & 2 emissions.
Impact of carbon
pricing on the cost of
utilities, particularly
natural gas
The increasing cost of natural gas resulting from
recent geopolitical issues may increase further as
a result of carbon pricing. Natural gas is a key utility
used in our manufacturing process, accounting for
58% of our energy consumption.
Atlas Point is currently our largest consumer of natural gas and
when viewed with our other manufacturing sites in North
America this region is the most material, accounting for more
than 50% of our natural gas consumption.
Physical risks
Climate risk Description of risk/opportunity Geographical impact
Climate change
impact on the
availability of natural
raw materials
Potential changes in mean global temperatures are
likely to affect the location, yield and type of crops
grown around the world, with a resulting impact on
raw material availability and cost. Palm oil derivatives
form a significant volume of our raw materials and this
trend is expected to continue.
As such the future change in the price of palm
derivatives will have a direct effect on the cost
of palm-based products/ingredients.
The use of palm oil derivatised raw materials is spread
across our operations. Asia has the highest use c.46%
followed by Western Europe c.28% of our total purchased
palm oil derivatives.
Water impact – water
stress and flood risk
Changes in global climate can significantly increase/
decrease precipitation at a given location over time.
Potential changes in precipitation, reduced rainfall
over extended periods and extreme rainfall events are
likely to affect Croda sites 1) water stressed locations
by causing droughts or 2) in areas of increased
riverine floodrisk. This can have financial implications
for local industry by impacting regional water supply,
with loss of production due to flood damage leading
to lost revenue and potential loss of business.
Changes in global climate have varied localised effects and
therefore periods of both high and low precipitation levels will
become increasingly extreme and prolonged. Sites located in
water stressed areas across Southern Europe, Northern Africa
and Latin America are expected to face increasingly arid
conditions. As reported in 2022 the scenario analysis has
demonstrated that there is no material financial risk associated
with operating our sites in water stressed regions.
Sites located in riverine flood risks in India, and those with
recent flood events in Alabaster and Mevisa, are expected to
face increasing risks. The results for the flood risk component
have been reported on page 67.
Other climate related risks/opportunities identified
Other climate related risks currently assessed to have a lower impact are identified in our risk registers across products and services, distribution
and supply chain, suppliers, R&D, operations and acquisitions and divestments.
65Croda International Plc Annual Report & Accounts 2023
The tables below set out the assumptions used, the risk profile generated and our planned mitigations for each of the four key climate risks
selected. Our analysis shows that the financial risks they present to Croda could be managed by currently planned mitigating actions meaning that
we would not have to materially change our strategy or business model and indicating confidence in the resilience of both. The impact of climate
change is considered under our Accounting Policies, see page 157.
Impact of carbon pricing on our emissions
Driver for assumptions Risk profile and financial impact Mitigations and measures
Using Croda revenue and
GHG emissions projections, the
potential cost impact of increased
carbon prices associated with
Croda emissions (scope 1 and 2)
was calculated. Predicted
emissions were reviewed for
assumptions of both no climate
action (pro-rata for 2021
performance) and achievement of
our net zero strategy, considering
our validated SBT trajectory
to 2030.
The cost was modelled across
the future climate related
scenarios using carbon price
models at an organisational level
from the NGFSdatabase.
In a Hot House World scenario, the additional
cost of carbon tax increases is limited, resulting in
a minor level of financial risk to the business out
to 2050.
In both the Disorderly and Orderly transition
scenarios the additional costs due to higher levels
of carbon taxation and restrictive measures are
forecast to expose Croda to high levels of financial
risk beyond2035 and 2040 respectively assuming
abusiness-as-usual emissions trajectory.
(Worst case of Disorderly transition)
This is mitigated when following the planned
emissions reduction trajectory in line with Croda’s
current verified Science Based Targets.
(Disorderly transition after incorporating
decarbonisation strategy)
Croda has a verified 1.5
o
C 2030 Science Based Target. Every location,
including non-manufacturing sites, has a decarbonisation road map towards
achieving a 50% reduction in scope 1 and 2 emissions by the end of
2029. The quality assessment process for these was externally validated
by Accenture.
Whilst a high proportion of the reduction is based on alternative energy
sources, assuring a high confidence level, our plans also cover reducing
energy consumption and increasing energy efficiency. For example, our
manufacturing site in Spain installed a heat recovery system and solar panels
that led to a reduction in annual CO
2
emissions of 15%., Incotec’s new highly
sustainable Aquarela site in Holambra, Brazil has 788 solar panels installed
on the roof, aiming to generate 100% of its electricity consumption, our site
in Chocques, France, receives steam, vital for process heating, from a local
municipal waste incinerator verified as having zero impact on the site’s scope
2 emissions and several UK collaborative funding opportunities have been
applied for to further accelerate the decarbonisation of our heat. For further
details see pages 9 to 13 of our Sustainability Impact Report.
We apply a shadow carbon price to capital expenditure projects, aiding
prioritisation of those that result in reduced scope 1 and 2 emissions. This
price is set at £124/tonne in line with the UK Government Green Guide.
Related targets and metrics:
By 2030, we will have achieved our SBTs, reducing scope 1 and 2 emissions
by 46.2% from a 2018 baseline, in line with limiting global warming to 1.5°C,
and reducing upstream scope 3 emissions by 13.5%
(see page 64 for progress)
Potential carbon tax based on scope 1 & 2 (market-based) emissions:
£12.6m 2023, £15m 2022
Potential carbon tax as % PBT: 4% 2023, 3% 2022
Impact of carbon pricing on utilities, particularly natural gas
Driver for assumptions Risk profile and financial impact Mitigations and measures
Using Croda revenue and natural
gas usage projections, this
scenario assessed the possible
cost to Croda of increased
natural gas prices. Predicted
natural gas usage was reviewed
for assumptions of both no
climate action (pro-rata for 2021
performance) and achievement of
our decarbonisation strategy. The
cost was modelled across the
future climate related scenarios
using natural gas price models at
an organisational level from the
NGFS database.
In a business-as-usual energy usage trajectory, the
Hot House World scenario saw the lowest levels of
financial risk, with a moderate risk level to 2050.
In both the Disorderly and Orderly transition
scenarios the additional costs due to natural gas
price increases are expected to expose Croda to
high levels of financial risk from 2045 and 2050
respectively.
(Worst case of Disorderly transition)
This is mitigated to low risk levels by implementing
Croda’s current decarbonisation strategy, resulting
in reduced usage of natural gas:
(Disorderly transition scenario after incorporating
decarbonisation strategy)
The development of our decarbonisation road maps has enabled all
locations to assess the opportunities for migrating to alternative energy
sources, reducing energy consumption and increasing energy efficiency.
Notable projects relating to natural gas substitution include the installation of
a bioethanol boiler on our manufacturing site in Brazil, our Singapore site has
switched from steam heat tracing to electrical, using less natural gas, and
our Atlas Point site at Delaware, USA has increased its landfill gas burning
capability in 2023 to replace part of its natural gas demand. As a material
consumer, the latter will substantially reduce Croda’s overall exposure to
natural gas pricing.
(For further details see SIR page 10).
Related targets and metrics:
By 2030, we will have achieved our SBTs, reducing scope 1 and 2 emissions
by 46.2% from a 2018 baseline, in line with limiting global warming to 1.5°C,
and reducing upstream scope 3 emissions by 13.5%
(see page 64 for progress against our emissions targets and details of our
total energy consumption)
PBT per kWh natural gas consumed: £0.7 / kWh 2023, £0.8 / kWh 2022
Risk impact score Financial impact
1-2 Opportunity – Minor Impact
3-4 Low – Moderate Impact
5-6 High – Critical Impact
Task Force on Climate-related
Financial Disclosures (TCFD) continued
Non-financial disclosures continued
Croda International Plc Annual Report & Accounts 202366
Strategic report
Impact of climate change on raw material availability
Driver for assumptions Risk profile and financial impact Mitigations and measures
The potential changes in the
cost of sales that Croda may be
exposed to has been modelled
using the future percentage
increase of palm oil prices
(Orbitas – Climate Transition Risk
Analyst Brief: Indonesian Palm
Oil) against the total volumes
and price of palm oil derivatives
purchased by Croda in 2021.
Indonesia is the dominant origin
of Croda’s supply.
The cost of palm oil is forecast to
expose Croda to varying levels
of risk across the two different
climate related scenarios –
Current Policies and Net Zero
2050 – for which clear models
are available.
In the Hot House World scenario, the cost of palm
oil increase is limited, resulting in a low level of
financial risk to the business out to 2035, at which
point the cost of palm oil is forecast to drop below
the 2021 baseline cost resulting in a cost saving
opportunity for the business, driven by continual
efficiency improvement in farming technologies
(partially supported by Croda crop innovation)
driving prices down.
In an Orderly transition scenario, a predicted
increase in the cost of palm oil (driven by increasing
demand for palm oil as an alternative to fossil
based oils for fuel) is expected to drive initially
moderate impacts towards critical levels of financial
risk by 2045.
(Orderly transition)
Roundtable on Sustainable Palm Oil (RSPO) certified palm oil cultivation
leads to increased yields due to more efficient farming practices, increasing
availability of palm and palm kernel oil without further deforestation. Being
a leading voice in industry and working with coalitions such as Action for
Sustainable Derivatives (ASD) to drive further industry transition to RSPO
helps to mitigate the risks associated with increased pricing due to lack
of availability.
88.4% of our palm derivative purchases in 2023 were RSPO-certified and
>99% of purchased volumes in 2022 were mapped back to either refineries,
mills or plantations, working with ASD. For further details see page 15 of our
Sustainability Impact Report.
Our focus on high value niches and differentiated products with unique
characteristics also helps to mitigate this risk by enabling us to pass on raw
material cost increases to our customers.
Related targets and metrics
By 2030, over 75% of our organic raw materials by weight will be bio-based,
absorbing carbon from the atmosphere as they grow. 59% in 2023
and
59% in 2022 of our organic raw materials were bio-based.
We seek to improve mapping in 2024 to allow future reporting of % revenue
linked to bio-based raw materials.
Water Impact - Riverine Flood risk
Driver for assumptions Risk profile and financial impact Mitigations and Measures
The most at-risk sites were
identified as either being within
areas of Extremely High Riverine
Flood Risk from the WRI
Aquaduct tool or have recently
been exposed to flooding events.
Using Croda revenue and
assessment of financial impact
(loss production leading to lost
revenue and potential loss of
business), this scenario assessed
the possible cost to Croda of
damage from river floods. The
cost was modelled across the
future climate related scenarios in
line with expected annual growth
rate (CAGR) and increase in
Annual Expected Damage from
River Floods for India from the
NGFS database. India was
chosen due to the higher risk
of flooding at Croda’s sites in
this area.
In all three forecasted climate scenarios (Hot
House World, Disorderly and Orderly), the
predicted cost increase as a result of Annual
Expected Damage from River Floods reaches
‘high’ levels of financial risk to the business by
2040. This gradual increase in financial exposure is
replicated across all four sites in the analysis.
(Orderly transition)
Following a specific risk assessment conducted by Croda’s insurers, with
recommended controls, the residual risk is relatively low to the business.
Specific measures underway include implementing flood mitigation strategies
including flood monitoring, hard defences in the form of flood barriers and
soft defences such as marshland/wetlands.
Contingency plans and controls are in place for these variations and
flooding scenarios. Croda has multiple sites which can produce products
which alleviates this issue, and there is a large investment in the region to
mitigate this.
To measure our water use impact, Croda developed an internal
methodology that considers the entire water cycle and accounts for the
social, environmental, and business impacts of water use. Six Croda sites
were identified as being located in regions exposed to the highest levels of
disruption from water impacts (flooding or water stress) and have defined
realistic water impact reduction roadmaps.
Related targets and metrics:
Reduce our water use impact by 50% from our 2018 baseline: By the end of
2022 there had been an 18% reduction from the baseline water impact
score for our six material sites.
% revenue for sites with significant risk of Flood: 14.9% 2023, 13.7% 2022.
Note this is gross risk and does not account for transfer of production at
alternative locations.
67Croda International Plc Annual Report & Accounts 2023
Non-financial disclosures
Our Purpose
Smart science to improve lives™
10
In accordance with the Non-Financial Reporting
Directive we have summarised where non-financial
information relating to environmental, employee, social,
respect for human rights, anti-corruption and anti-
bribery matters can be found in our Annual Report (AR),
Sustainability Impact Report (SIR) and online. Our
Viability Statement on page 58 assesses the key risks
and combinations of risks (including consideration of
business relationships and products) which could
adversely impact the Group. Confirming environmental
integrity and social accountability is an increasingly
important prerequisite in our upstream supply chains.
During 2023 we can confirm there were no significant
safety, health, environment or quality incidents across
our operations on which to report.
Business model
What we do
12
2
Value and impact creation
14
3
• Stakeholders
15
4
Global megatrends
24
We have identified three global challenges our strategy
helps to address:
Feeding a growing population and restoring nature
Living more sustainably within planetary boundaries
Global demand for health and wellbeing
Non-financial and sustainability
information statement
Other sources of Non-Financial
and Sustainability Information
Further information can be found in our
Sustainability Impact report (SIR), Reporting
Datapack (RDP) and online at www.croda.com
Annual report page number
Sustainability Impact Report (SIR) page number
All policies listed can be found using the QR code below:
Risk Policies Impacts and metrics
Environmental matters
Major safety or
57
environment incidents
68
Delivering sustainable
solutions
55
TCFD
59
Supplier code
57
of conduct
Group SHE policy
Process safety
57
(TRIR)
35
19
Environmental
stewardship
18
Product stewardship
18
Sustainable
sourcing and
supplier partnership
13
Climate Positive
34
13
Land Positive
34
18
Respect for human rights
Our people
56
Code of conduct
57
Guidelines policy for
Managing Diversity
Fair income
57
(Living Wage)
23
Social matters
Our people
56
19
Code of Conduct
57
Guidelines policy for
Managing Diversity
Group Transgender policy
Diversity and
57
inclusion
93
23
Employees
Our people
56
19
Ethics and
compliance
57
Group Code of Ethics
57
Code of Conduct
Group policy on Training
and Development
Equal opportunities policy
Group SHE policy
Culture
16
Key people metrics
94
Purpose and
Sustainability
Commitment
Score (Workforce
Engagement)
35
Gender balance
95
23
Health, Safety
and Wellbeing
23
Anti bribery and corruption
Responsible
57
business
26
Code of Conduct
57
Guidelines policy for
Managing Diversity
Group Transgender policy
Anti bribery and corruption
statement
Ethics and anti-corruption
compliance programme
Croda modern slavery
statement
Whistleblowing reporting
procedure
Competition law policy
Croda fraud policy
Responsible business
26
Business model
Principal risks
53
Key performance
57
indicators
34
117
Croda International Plc Annual Report & Accounts 202368
Strategic report
Oversight
Executing the vision
Global
needs
Global
impact
Problem
discovery
Commercial
supply
Solution
development
Ingredient
manufacture
Our Commitment is to be Climate, Land and People Positive by 2030,
working towards our goal of becoming the world’s most sustainable supplier
of innovative ingredients. We will be a partner of choice for our customers
and suppliers in delivering on our strategy and will maximise our positive
impacts on climate, nature and society.
New Board-level Sustainability
Oversight Committee
Given the growing importance of the
sustainability agenda to our stakeholders and
its core position in our corporate strategy, the
Board approved the creation of a Board-level
Sustainability Oversight Committee (BSOC)
for 2024, to be led by Chris Good, Non-
Executive Director. The new Committee will
create additional capacity at Board level to
give due attention to this growing area of
governance and develop the ESG competency
of Board members. The BSOC met for the
first time in January 2024.
Accountability for delivery of our strategy is
embedded across the company, monitored
by the Sustainability Committee and supported
by Group Sustainability, our in-house centre
of excellence.
Smart science
to improve lives
TM
P
e
o
p
l
e
P
o
s
i
t
i
v
e
L
a
n
d
P
o
s
i
t
i
v
e
C
l
i
m
a
t
e
P
o
s
i
t
i
v
e
F
u
n
d
a
m
e
n
t
a
l
s
InnovationSustainability
Smart science
to improve lives™
Global change
preparedness
Circular economy
Supplier partnership
The world’s impact on CrodaCroda’s impact on the world
Risk to Croda,
therefore a challenge
Opportunity for Croda
to provide a solution
BiodiversityProduct
stewardship
Environmental stewardship
L
L
Climate action
C
C
Process safety
F
Health, safety and wellbeing
F
Growing
business
for good
Diversity
and inclusion
Community education and engagement
Knowledge management
Responsible business
Our people
Product innovation
LC
F
F
F
P
P
P
F
Customer intimacy
F
Materiality matrix
This grid provides a summary of the key issues identified through our latest materiality
assessment and how they relate to Croda.
Climate positive Land positive People positive Fundamentals
Material areas that range across axes
9
23
19
26
23
22
36
16
1420412
16
9
13
55
18
23
34
35
56
Executive
Committee
Sustainability
Committee
Group
Sustainability
Team
Non-financial
reporting
Consumer
Care
Life
Sciences
Board
Board Sustainability
Oversight Committee
69Croda International Plc Annual Report & Accounts 2023
Chair’s introduction
Dear fellow shareholder
It has been a challenging year for our business and whilst the trading
environment is now beginning to improve, high inflation, rising interest
rates and customer destocking had a significant effect on our financial
performance. However, effective governance together with the strength
of leadership of our Board continued to support the Executive on
strategic investment through challenging conditions.
Health and safety continues to be a key focus and is at the top of the
agenda at every Board meeting. It is also a key focus for site visits, with
a briefing document prepared so that site specific key health and safety
information is available in advance of the visit thereby allowing the
visiting Director to effectively challenge any particular areas of concern
or educate themselves on good practice for wider learnings. In June,
the Board attended a safety training day at the Leek site where the
Group’s safety values were reiterated and the Board was able to
engage with both process safety protocols and the behavioural safety
of our employees and contractors.
The Board remained focused on sustainability and achieving our
ambition to be the most sustainable supplier of innovative ingredients,
by becoming Climate, Land and People Positive by 2030. Reflecting
the Board’s commitment, it approved the creation of a Sustainability
Oversight Committee to provide the Board with enhanced oversight of
sustainability matters and strategy implementation as well as ensuring
compliance with relevant regulations. In July, the sustainability team
provided the Board with a training session which focused on the
leadership role the Board has in ensuring that Croda responds to social
and environmental risks. See pages 98 to 99 for further information on
the Sustainability Oversight Committee and the Board’s focus on
sustainability on page 77.
The Board oversaw the introduction of a new organisational model,
moving to a more agile, simplified matrix structure with all regional
teams reporting into Consumer Care and Life Sciences to provide
a solid foundation for the next phase of Croda’s development.
This will drive greater accountability and responsiveness to customers,
empower decision-making through the organisation and facilitate
the onboarding of new talent more effectively. See page 81 for
more information.
During 2023, the Board continued its oversight and challenge to the
management team in delivering the Group’s strategy. This included
taking part in two dedicated strategy sessions with the Executive
Committee team with discussions focused on the changing market
environment in Consumer Care and the need for a flexible strategy to
meet the expectations of consumers. In Life Sciences, time was also
spent understanding the evolution of the Pharma market towards
emerging biopharma and genetic medicine modalities and the strategic
focus on strengthening our current base, accelerating innovation and
targeting complementary M&A. Further details on our Board strategy
review can be found on page 77.
The acquisition of Solus Biotech, a global leader in premium
biotechnology-derived beauty actives, completed in July following the
unconditional approval from the South Korean regulatory authorities.
The acquisition provides access to biotech-derived ceramide and
phospholipid technologies, and emerging capabilities in natural retinol
and will significantly strengthen our Beauty Actives portfolio. Located
in South Korea, Solus expands our Asian manufacturing capability and
will create a new biotechnology R&D hub in the region. See page 80
for more information on Solus Biotech.
“Effective governance together with
the strength of leadership of our Board
continued to support the Executive
on strategic investment through
challenging conditions.”
For more information on the Board’s activity
see pages 74 to 77
For more details on the search for our new
Chair see page 96
Dame Anita Frew DBE
Chair
Chair’s letter
This report, together with the Directors’ Remuneration Report,
set out on pages 106 to 134, describes how the 2018 UK
Corporate Governance Code principles have been applied
by the Company. The Company has complied with the
provisions of the Code for the period under review. The 2018
UK Corporate Governance Code is available at www.frc.org.uk.
Croda International Plc Annual Report & Accounts 202370
Governance
The Board is always mindful of the impact of its decisions on our
stakeholders and on the long-term sustainable success of the
Company. On pages 78 to 83 we describe how the Board engaged
with each of our key stakeholders and give some examples of how we
have considered their interests in some of the Board decisions made
during the year. The Board owns and oversees our risk management
programme and has completed a robust assessment of the Group’s
emerging and principal risks. Further information is on page 51.
Our success depends on our skilled and highly committed employees
and throughout 2023 our people have demonstrated their resilience,
adaptability and determination to persevere in a very tough trading
environment. During the year the Board met regularly with employees,
through listening groups, Board presentations and site visits. Further
details on how we engaged with our employees can be found on
pages 78 and 84.
Leadership and diversity
Board succession planning continued to be a key focus this year
with my retirement as Chair of the Board at the conclusion of the
2024 AGM.
During the year the Nomination Committee undertook a search for a
new Chair to take over when I step down at the AGM at the end of my
nine-year tenure. Following a comprehensive search process, in
September we announced that Danuta Gray had been appointed as a
Non-Executive Director and Chair designate. Danuta joined the Board
on 1 February 2024, and will succeed me as Chair at the conclusion
of the AGM in April. Further information about the rigorous selection
process led by Jacqui Ferguson, our Senior Independent Director,
can be found on page 96.
In December we announced that our CFO, Louisa Burdett, would be
leaving Croda in June 2024. We are sorry that Louisa is leaving but she
has our very best wishes. A search for her replacement is underway.
Helena Ganczakowski stepped down at the AGM in 2023 having
served nine years as a Director. I extend grateful thanks, on behalf of
the Board, for the outstanding contribution she has made to the Board
and as Chair of the Remuneration Committee over the last nine years.
Her insight, support and challenge will be missed and we wish her all
the best. The Board undertook a search for a new Non-Executive
Director to replace Helena and on 27 April 2023, Chris Good joined
the Board as a Non-Executive Director. Chris has spent his executive
career in the consumer care industry with more than 20 years at Estée
Lauder Companies, a global leader in prestige beauty. Chris’ deep
understanding of the consumer care industry and in particular his
insights into beauty care markets and consumers are of great value to
Croda and the Board. His appointment strengthens the consumer care
knowledge and experience around the Board table, supporting our
continued transition to a pure play Consumer Care and Life Sciences
business. Further details on Chris’ induction can be found on page 97.
We believe that diversity in the Boardroom is essential for innovative
thinking and improves the quality of decision-making. I am happy to
report that the composition of the Board continues to exceed the new
diversity requirements of the FCA Listing Rules as well as the ambitions
set out in the FTSE Women Leaders Review and the Parker Review for
FTSE 100 companies. Two of our Board members are from ethnic
minority backgrounds. We are also comfortably in line with the
requirement that listed companies should have at least one woman in a
senior Board position with a female Chair, Senior Independent Director
and Chief Financial Officer. Further information on Board diversity,
including the new Listing Rule disclosure requirements, can be found
on pages 93 to 94.
On the recommendation of the Nomination Committee, the Board
agreed to extend Keith Layden’s appointment for a further year and
my appointment up to the 2024 AGM. This is in line with our policy
to review appointments annually once six years’ tenure has been
completed. Following the retirement of Helena Ganczakowski in April,
Jacqui Ferguson was appointed as Senior Independent Director. Before
making a recommendation to the Board, the Nomination Committee
considers the contribution made to the Board and the Committees
by the individual and their time commitments. No Director being
considered for re-appointment took part in any discussion relating to
their own appointment. Further information about the tenure of other
Board members can be found on page 95.
Board evaluation
In accordance with the 2018 UK Corporate Governance Code, this
year’s Board evaluation was externally facilitated and I am pleased to
report that it confirmed that we continue to operate as a highly effective
Board with many signature strengths. Details of the Board’s annual
evaluation are set out on pages 88 to 89.
Annual General Meeting
Our AGM will be held on 24 April 2024 and provides shareholders
with a valuable opportunity to communicate with us and this dialogue
is very important to the Board. As a result of the impact of Covid-19,
from 2022 we offered shareholders a choice to attend the AGM in
person or view the AGM remotely via a webcast. Take-up for remote
attendance has, however, been very low with just one shareholder
attending remotely in 2023 and no questions having been submitted
by those attending remotely. In light of the apparent lack of demand
for remote participation and to avoid unnecessary costs, we have
decided to arrange our 2024 AGM on the basis that shareholders,
their proxies and corporate representatives may attend in person
without broadcasting the event. We will keep shareholder demand
for remote participation under review in respect of our future AGMs.
It has been my great privilege to work with Croda and to serve as Chair
of the Board since 2015. I would like to give thanks to my fellow Board
members and all my colleagues working at Croda for their hard work,
commitment and support during my nine-year tenure as Chair and I
wish everyone every success for the exciting future ahead.
Dame Anita Frew DBE
Chair
71Croda International Plc Annual Report & Accounts 2023
The Board’s biographies
Corporate governance continued
Dame Anita Frew DBE
Chair
N
Appointment: March 2015 and
Chair since September 2015
Nationality: British
Steve Foots
Group Chief Executive
E
I
ES
SHEQ
Appointment: July 2010 and Group
Chief Executive since January 2012
Nationality: British
Anita has served on Plc boards in the chemical, resources, engineering, water
and financial services industries for over 20 years. Prior to joining Croda, she
was Chair of Victrex plc and Senior Independent Director of Aberdeen Asset
Management Plc, IMI plc and was Deputy Chair of Lloyds Banking Group PLC.
During her time as a Director, she has chaired main Boards, Remuneration,
Responsible Business and Risk Committees. Currently she is also Chair of
Rolls-Royce Holdings plc. In January 2023, Anita was appointed as a Dame
Commander of the Order of the British Empire in recognition of her services to
business and the economy and in May 2023, she was appointed as an Industry
Expert for Advanced Manufacturing for the Pro-Innovation Regulation of
Technologies Review.
Anita brings extensive experience as Chair to the Croda Board as well as
leadership in strategic management, mergers and acquisitions, and risk
experience from working internationally across many sectors.
Louisa is an experienced Finance Director who has held senior financial positions
in industrial, manufacturing, publishing and pharmaceutical companies. She was
previously CFO of Meggitt Plc and before that CFO of Victrex plc. She is currently
a Non-Executive Director and Chair of the Audit Committee of RS Group Plc,
a global distributor of industrial and electronic products.
Louisa brings financial, commercial, M&A and risk management experience
to the Croda Board.
Danuta is a highly experienced Non-Executive Director and Chair with a strong
understanding of consumers, technology, sales and marketing within the UK and
international business markets gained through her executive career. Danuta is
currently Chair of Direct Line Insurance Group Plc and a Non-Executive Director
and Chair of the Remuneration Committee at Burberry Group plc. She is also a
member of the Board of Trustees of the Resolution Foundation and a supporter
of Employ Autism. She was previously Chair of St Modwen Properties plc, Senior
Independent Director and interim Chair at Aldemore Bank plc, Non-Executive
Director and Chair of the Remuneration Committee at PageGroup plc and Old
Mutual plc, and Non-Executive Director at Paddy Power Betfair plc.
Danuta’s wealth of Plc board experience and a deep understanding of UK
governance requirements make her a strong asset to the Croda Board. Her
broad knowledge and experience across a range of sectors will be invaluable
to the Board and the Group as a whole.
Steve joined Croda as a Graduate Trainee in 1990 and brings to the Board a
business, strategic and operational background gained from a number of senior
leadership roles across the Group. Outside of Croda, Steve is Industry co-Chair
of the UK Chemistry Council which enables him to work alongside Government
Ministers and industry peers to bring wider industry knowledge into the
Croda business.
Having spent several years leading many different Croda businesses, Steve has
gathered extensive insight into the markets served, the importance of customer
focus and the power of an innovative culture.
Jacqui is an experienced CEO from the technology industry with general
management and M&A experience in international and emerging markets. She
spent three years in Silicon Valley as Chief of Staff at Hewlett Packard, focused
on a new company strategy and turnaround. Away from Croda, she is Chair of
Tesco Bank, a Non-Executive Director of John Wood Group Plc, National Grid
plc and Softcat plc, a member of the Scottish First Ministers Advisory Board for
Women and Girls and Trustee of Engineering UK.
Jacqui’s first-hand insight of transformational/disruptive digital, cyber
security, technology and business process solutions bring valuable insight
to Board discussions.
Chris has spent his career in the consumer care industry. He recently retired
following more than 20 years at Estée Lauder Companies, a global leader in
prestige beauty. Prior to joining Estée Lauder Companies, Chris spent over 10
years at Unilever in senior marketing, executive and general management roles
across Europe, North America and Asia. Chris’ deep understanding of the
consumer care industry and in particular his insights into beauty care markets
and consumers is of great value to Croda and the Board. As well as having
significant P&L experience, Chris also brings a truly international perspective to
the Board, having lived and worked in the USA, Switzerland, Japan, Singapore,
Russia and the UK.
His appointment strengthens the consumer care knowledge and experience
around the Board table and supports Croda’s continued transition to a pure
play Consumer Care and Life Sciences business.
Louisa Burdett
Chief Financial Officer
R
E
I
Appointment: January 2023
Nationality: British
Danuta Gray
Non-Executive Director and
Chair designate
N
Appointment: February 2024
Nationality: British
Jacqui Ferguson
Non-Executive Director
RM
A
N
S
Appointment: September 2018
Nationality: British
Chris Good
Non-Executive Director
S
RM
A
N
Appointment: April 2023
Nationality: British
Croda International Plc Annual Report & Accounts 202372
Governance
Key
Chair of the Committee Remuneration Committee RM Group Executive Committee E
Member of the Committee Audit Committee A Group Ethics Committee ES
Secretary of the Committee Sustainability Oversight Committee S Investment and Performance Committee I
Nomination Committee N Group Risk Committee R Group SHEQ Steering Committee SHEQ
Julie Kim
Non-Executive Director
A
RM
N
Appointment: September 2021
Nationality: US
Keith Layden
Non-Executive Director
N
S
Appointment: February 2012
and Non-Executive Director since
May 2017
Nationality: British
Julie brings nearly 30 years of experience in the health care industry, with more
than 15 years in international leadership positions. She is currently President,
US Business Unit and US Country Head at Takeda Pharmaceutical, a global,
values-based, R&D driven biopharmaceutical leader headquartered in Japan.
Previous executive positions include roles as Head of International Market
Access and Global Franchise Head of multiple therapeutic areas at Shire,
Baxalta and Baxter. Julie also sits on the industry board for the Plasma Protein
Therapeutics Association.
Her geographic experience in both global and regional roles, focused on Europe,
Asia and Latin America, means that she brings valuable strategic and operational
insight to Board discussions.
Nawal has 20 years of expertise across a wide range of international business
roles, including clinical development, operational and strategic management roles
within the pharmaceutical industry. Nawal currently serves as CEO at Sensorion,
a Euronext listed biopharmaceutical company headquartered in France.
Nawal brings to the Croda Board first hand experience in biologics and novel
gene therapies. Her pharma experience and market insight provide a real
advantage in driving the implementation of Croda’s Pharma strategy.
Roberto has ten years’ experience as Country and Group CEO in the service and
health care industries with many years spent as a strategy practitioner in Europe
and Asia. Alongside his role as Non-Executive Director for Croda, he is CEO of
Swiss Post. He was previously the Group CEO at Optegra Eye Health Care Ltd
France, CEO and Group COO at Sodexo SA and Associate Partner at
McKinsey & Co.
Roberto brings knowledge of, and passion for, growth and operations to the
Croda Board. He can also share lessons learned from large transformations
and M&A. Roberto’s engineering background enables him to link Croda’s
R&D and production competencies with the evolving demands of its
multifunctional markets.
Tom is an experienced corporate lawyer, having worked at City law firm Hogan
Lovells and FTSE 100 company Ferguson. In addition to his General Counsel and
Company Secretary role, Tom is President Sustainability and has previously held
other senior roles in Croda, including leading our Group HR function and as the
Managing Director of the Western European Region. Tom provides corporate
governance know-how to the Board and Croda. Having spent many years
leading global teams, Tom leads the Legal, Company Secretary, IP and
Sustainability teams.
His expertise in public and private acquisitions supports Croda’s inorganic growth
plans and his professional background and breadth of experience in insurance,
risk and compliance enable him to Chair the Ethics Committee.
Keith brings to the Croda Board 34 years’ experience of working at Croda
in a variety of positions, including leading the Global Research, Development and
Innovation function and as President of the Global Life Sciences business before
his retirement from the business in 2017. He also has an interest and background
in organisational culture and innovation which are key considerations in the
decision-making of the Board.
In his roles as Honorary Professor of Chemistry and Industry at the University
of Nottingham and a Fellow of the Royal Society of Chemistry, he widens his
network of emerging technology companies and research institutes to spot
new talent that will aid Croda’s future success.
A chartered accountant, John has over 30 years’ broad-based international
finance experience with Life Science businesses such as ICI, AstraZeneca and
Syngenta. A large part of this experience was gained while working in Latin
American and Asian countries. He is a Non-Executive Director and Chair of the
Audit Committee at DSM-Firmenich AG, RHI Magnesita NV and Babcock
International Plc.
John brings extensive knowledge of business strategy to the Croda Board
as well as a keen interest in building Croda’s strong culture to deliver superior
business performance.
Nawal Ouzren
Non-Executive Director
A
RM
N
S
Appointment: February 2022
Nationality: French
John Ramsay
Non-Executive Director
A
RM
N
Appointment: January 2020
Nationality: British
Roberto Cirillo
Non-Executive Director
A
RM
N
Appointment: April 2018
Nationality: Swiss
Tom Brophy
Group General Counsel,
Company Secretary and
President Sustainability
ES
E
A
RM
N
S
R
Appointment: December 2012 as
Board Secretary
Nationality: British
73Croda International Plc Annual Report & Accounts 2023
Board activity
Board activity in 2023
Board meetings and structure in 2023
Board meetings are the main forum for the Directors to debate,
review and challenge strategic, operational and governance matters
concerning the Company, as required to ensure that the Directors
discharge their duties including under Section 172(1) of the Companies
Act 2006.
There were six scheduled meetings of the Board during the year plus
two additional ad-hoc meetings to discuss business performance.
Board meeting agendas are set through a collaborative process
between the Chair, CEO and Company Secretary. The Chair ensures
adequate time is allocated to allow effective discussion, with a typical
agenda being structured to ensure a balance is maintained between
reporting, approvals, strategy and governance.
Detailed planning is undertaken to create an annual Board agenda
programme, which ensures important strategic, operational, financial,
cultural and corporate governance items are discussed at the
appropriate time during the year, with additional deep dives into
key strategic areas.
In addition to the formal meetings of the Board, a separate Strategy
Day was held in June, attended by members of the Executive
Committee and their senior management teams; see page 77 for
more information. A further five-year strategic plan session was held
in the autumn.
Outside the Boardroom
The Non-Executive Directors have direct access at any time to the
Executive Directors, senior management teams and employees across
Split of the Board’s time
During the year, the Board considered a comprehensive agenda programme
including matters drawn from the schedule of matters reserved for the Board
and the immediate and prospective operating environment. A summary of
the Board’s activities for 2023 is set out below, along with an estimate of the
proportion of the time that the Board spent discussing each area.
Strategy 40%
Five-year strategic plan
Sustainability strategy including a dedicated training session
Established a Board Sustainability Oversight Committee
Discussed and considered acquisition opportunities
Review of capital investment opportunities, including the approval of the
development of a greenfield manufacturing site in China
IT and digital strategy, including AI opportunities and risks
Post capex performance review
Reviewed and discussed innovation opportunities in Consumer Care
People 10%
Approved the appointments of Danuta Gray as Chair designate and Chris
Good as a new Non-Executive Director
Extended the terms of office of Anita Frew and Keith Layden
Monitored health and safety performance, both process safety at our
sites and behavioural safety of our employees and contractors
Received a report from the new Director of Safety on key initial
observations, strategy and priorities
Reviewed senior management succession plans and talent pipeline
across the Group in relation to the new organisational business model
Governance and reporting 10%
Undertook an external Board and Committee effectiveness evaluation
Approved the Annual Report and Accounts and other financial statements
Undertook a Governance compliance review
Approved the renewal of the Group’s global insurance programme as
part of the risk management framework
Reviewed the Board Diversity Policy
Financial risk and performance management 30%
Reviewed business performance
Approved trading updates issued during the year
Approved the Group’s annual budget
Reviewed and approved the dividend policy and the annual and
interim dividends
Discussed and evaluated key risks, internal and external assurance
of each risk and risk appetite statements
Approved the long-term viability and going concern statements
Considered the Company’s defence planning
Undertook a review of the Group’s tax strategy
Stakeholder engagement 10%
Received updates on site visits undertaken by members of the Board
including feedback from employee and customer engagement activities
Analysed the results of the annual customer feedback survey
Received updates on investor sentiment in response to financial results
and trading updates
Received reports from Executive Directors and senior management on
the sentiment of customers and suppliers
Considered stakeholders in discussions and decision-making
Strategy: 40%
Financial risk and performance
management: 30%
Governance and reporting: 10%
People 10%
Stakeholder engagement: 10%
the Group, which provides them with the opportunity to have a deeper
understanding of the Company’s operations or to request information
about specific areas. This contributes to more effective meetings and
decision-making and strengthens the ability of the Non-Executive
Directors to constructively challenge at Board meetings. The Chair has
regular catch up meetings with the CEO, CFO, Company Secretary
and members of the Executive Committee between Board meetings.
This ensures that she is kept appraised of significant developments
and emerging issues and opportunities as they arise.
Site visits
In 2023, the Board was pleased to be able to undertake several
face-to-face engagements with colleagues from across the
organisation. The Board’s annual overseas Board meeting was held
in Spain at our manufacturing site in Mevisa, with additional site visits
undertaken to France and Denmark immediately prior to this. In
addition, during the year individual site visits for our Non-Executive
Directors were organised, with visits to Croda’s businesses in India,
Singapore, Korea and the US. During site visits, Directors meet a wide
range of employees and actively participate in workforce engagement
sessions through listening groups, town halls and informal dinners as
well as receiving business update presentations. These interactions
allow Directors to have discussions and receive direct feedback from
a cross section of employees, which fosters better and more informed
decision-making at Board meetings and acts as an important
mechanism in ensuring that the voice of our employees is heard
in the Boardroom.
Croda International Plc Annual Report & Accounts 202374
Governance
Board agendas and activity in 2023
The Board receives reports from members of the
Executive Committee as well as the Board Committees,
with reports from the CEO and CFO forming the main
items for discussion at each meeting.
The CEO’s report focuses on strategic and operational
activities. Safety is always the first matter he reports
on with a focus on behavioural and process safety
issues including relevant KPIs. He also reports on key
Quality KPIs. The performance of each business is
discussed, including sales, regional activity and
competitor insights as well as any major customer,
supplier and regulatory body issues. The global
market and macroeconomic environments have
also been a key focus given the challenging
trading environment.
The CFO reports on monthly and year to date sales
performance, profit, cash flow, cost base, capital
expenditure and outlook for the year. She also
reports during the year on performance against
budget and treasury items (including liquidity) and
keeps the Board abreast of investor discussions
and feedback.
The Board receives quarterly reports from members
of the Executive Committee in relation to all aspects
of the business, including market sectors, regional
delivery, sustainability, operations, innovation, people,
risk and functional updates. These include
sustainability related non-financial KPIs and are in
addition to the deep dive sessions covered under
the Board’s annual programme of business.
The Board closely monitors the trading environment
and approved two unscheduled trading updates
issued during the year.
Reporting –
backward
looking
Approvals –
current
issues
Strategy –
forward
looking
Governance
Approvals that form part of the matters reserved for
the Board include corporate transactions, capital
expenditure, significant commercial contracts, the
financial statements, and dividends. For example,
during 2023 the Board:
Approved the trading updates in April and October.
Approved capital investments in Guangzhou,
China and at our sites in Leek in the UK and Lamar
in the USA.
Discussed acquisition opportunities, which were
not progressed.
Approved Chris Good’s and Danuta
Gray’s appointments.
Approved the Group’s IT strategy, including AI risks
and opportunities.
Approval of the full year and half year dividends.
Each Board meeting agenda includes items key to
progressing the strategic objectives of the business to
enable the Board’s understanding of the opportunities
and challenges for the business in new markets,
technologies and disruptive innovation. During the year
the Board undertook strategic deep dives into the
following areas:
The annual Board strategy review provided a focused
opportunity to assess and review strategy to ensure it
remained appropriate for the long-term sustainable
success of the Company.
Monitored organic development proposals in
technologies key to achieving the Group’s 2030
Science Based Target and progressing its strategic
focus on biotech operations and capability.
Sustainability – as well as the annual review of
sustainability leadership, the Board received a
bespoke training session which included discussion
on Croda’s operating context and position,
commercial implications and an outside-in
perspective; see page 77 for more information.
Innovation – reviewed the Beauty Care business’
short and medium-term opportunities.
This typically comprises Board procedural and
governance matters including:
Updates on changes to relevant laws, regulations,
and governance issues.
Reports on compliance and insurance matters,
including a review of policies and procedures on
modern slavery, whistleblowing and ethics.
Board agenda planning, Board effectiveness reviews,
Committee membership and the annual review and
approval of Board Committees’ terms of reference.
75Croda International Plc Annual Report & Accounts 2023
Progress of 2023 focus areas
The actions and progress in meeting the focus areas identified for 2023 are summarised below:
1. Continue to monitor safety leadership and performance
Safety is always the first operational matter discussed at Board
meetings with a focus on performance of process safety KPIs
at our sites and the behavioural safety of our employees
and contractors.
Regular updates on the progress to embed safety as a value
across the Group through the ‘Big Conversation’ initiative
whereby over 500 senior leaders have collectively undertaken
more than 4,500 hours of safety training aimed at building
confidence around safety leadership and driving debate on safety.
Active participation in a dedicated safety training day at the Leek
site where, through training, engagement and inspection, the
Directors were able to understand the management and delivery
of process safety during a higher risk period of construction
and development.
2. Oversight of inorganic investments in support of our Life
Sciences and Consumer Care businesses
Approval of the global integration framework for newly
acquired businesses.
Regular updates on the progress of the integration of the Solus
Biotech acquisition.
Business presentations included in-depth reviews of M&A
pipeline opportunities.
Discussed and considered potential acquisition opportunities.
3. Continue its focus on organic capital investment
programme
Formal updates received on the progress of key growth
investments including those fundamental for meeting our
sustainability commitments.
Approval of development projects in Lamar (USA), Guangzhou
(China), and Leek (UK), which are aligned to the Group’s
sustainability strategy.
Annual capex review with a deeper understanding of the
framework for managing large capital investment projects to
ensure safe and on time budget delivery, as well as a detailed
analysis and discussion of project performance and key themes
and initiatives to take forward.
4. Continue to bring external perspectives into the
Boardroom – including focus on the competitive
landscape, disruptive technologies and outside-in
customer assessments
Insights into disruptive technologies and competitive landscapes
in Beauty Care and Pharma at the Strategy Day in June.
Increased focus on the global competitor landscape in
Board presentations.
Directors met with key customers during a visit to the USA.
Directors attended international industry events, such as
In-Cosmetics in Barcelona and Beauty World in Dubai.
Focus areas for 2024
The Board will:
Monitor safety leadership and performance.
Monitor the trading environment and market dynamics against
expected performance and budget forecasts.
Oversee the implementation of the new organisational structure
including the review of wider executive succession and talent
pipeline to ensure that we continue to have the capacity and
capability to support our strategic priorities.
Monitor our organic capital investment programme.
Board activity continued
Croda International Plc Annual Report & Accounts 202376
Governance
Strategy review
The annual Board strategy review provides a focused opportunity to
assess and review the Company’s strategy and ensure that it continues
to be appropriate. In 2023, the theme was delivery in a challenging
market environment.
In Consumer Care, discussions centred around the changing market
environment and meeting the social and environmental transparency
expectations of consumers. In Life Sciences, discussions focused on the
evolution of the Pharma market towards emerging biopharma and genetic
medicine modalities and the strategic focus on accelerating innovation and
targeting complementary M&A. The Board also discussed the alignment
of Croda’s organisational structure and talent management with future
growth areas.
The day comprised presentations and break out groups led by members
of the divisional teams, which encouraged more informal and interactive
discussion and provided enhanced opportunity for Directors to share their
external perspectives. A wrap up plenary session at the end of the day
ensured that agreed actions and follow-up were captured.
Key areas of focus throughout the year
Board focus on sustainability
Sustainability embedded in our decision-making
During the year the Board remained focused on delivery of our
sustainability Commitment, which is a fundamental aspect of how
we work, how we are judged, and how we judge ourselves, as we
decouple our continued growth and increasing shareholder value from
our impacts on the environment.
The Board approved the Group’s annual budget, which includes
investments to achieve our Commitment and sustainability strategy
and to ensure sufficient prioritisation of resource to support this.
Sustainability plays a central role in decision-making with new
investments having to meet our rigorous sustainability requirements.
In September the Board approved the development of a greenfield
manufacturing site at Guangzhou in China to help transform our
Fragrance and Beauty Actives businesses in support of our fast
grow Asia strategy. The Board considered the impact on the Group’s
sustainability commitments, with the use of sustainable materials for
construction, zero scope 1 emissions, no waste to landfill and progress
to zero scope 2 emissions by buying renewable electricity as available.
The acceleration of botanical actives sits alongside traditional Chinese
medicine using locally sourced ingredients, meeting consumer demand
for sustainability and ‘clean beauty’.
The Board decided to proceed with the development of the Pharma
expansion programme at the Lamar greenfield site in Pennsylvania in
line with our strategy to grow our Nucleic Acid Delivery business and
our commitment to contribute to the development and
commercialisation of 25% of WHO-listed pipeline vaccines. The Board
also took account of the site’s five-year plan to target a carbon free
manufacturing footprint.
In December 2022, the Board approved the acquisition of Solus
Biotech, a global leader in premium biotechnology-derived ingredients
for beauty care and pharmaceuticals. The acquisition enhances our
sustainable biotechnology capabilities as well as consolidating our
position as a global leader in sustainable actives with a North Asian
manufacturing and innovation facility.
Monitoring and awareness
The Board receives quarterly sustainability reports which include a
balanced scorecard against our Commitment and enable the Board
to challenge the pace of change and resource allocation. The Board
monitored progress against the decarbonisation roadmaps
produced for all sites in 2022 and oversaw the development of
scope 3 reporting, including the quantification of downstream
emissions fundamental to Croda and our customers, and reviewed
and challenged progress in meeting the key milestones forming part
of our sustainability commitments.
During the year a number of site visits were undertaken by our
Directors and in advance of these a sustainability and safety briefing
note is prepared to enable the visiting Director to have a Group
perspective as well as focusing on relevant areas of interest and also
any areas of concern.
As part of its annual risk review, the Board confirmed that ‘Delivering
sustainable solutions – Climate and Land Positive’ continues to be a
principal risk. See pages 51 to 53 for more information on our risk
management process and pages 59 to 67 for our TCFD disclosures
including our approach to identifying and assessing climate-related
risk and integration into the risk management framework.
The Board and Audit Committee reviewed how best to ensure
that the business complies with relevant standards and that it has
assurance on the accuracy and reliability of climate-related and other
sustainability disclosures and approved the appointment of an external
assurance partner to provide limited assurance of significant climate
and gender diversity KPIs.
Ensuring the Board has sufficient knowledge and expertise
The Board determined in the 2022 Board evaluation that sustainability
was an area that it would benefit from further training given the ever
evolving regulatory and reporting landscape. In July the Board received
a sustainability training session focusing on its leadership role in
ensuring Croda responds to ESG risks and opportunities and the need
for enhanced transparency to satisfy our stakeholders. The sessions
helped to improve understanding, explore Croda’s leadership response
and priorities and enrich the Directors’ own thinking and perspective.
Following a number of discussions, the Board established the
Sustainability Oversight Committee. The Committee’s support will be
fundamental as the Group seeks to manage the risks that come with
climate change and to navigate through an increasingly stringent
regulatory environment. Further details are set out in the Sustainability
Oversight Committee report on pages 98 to 99.
77Croda International Plc Annual Report & Accounts 2023
Stakeholder engagement
S172 statement
Our Directors are bound by their duties under the Companies Act
2006 to promote the long-term success of the Company for the
benefit of shareholders as a whole, having regard to other key
stakeholders. The Strategic Report, Directors’ Report, Financial
Statements and the Sustainability Impact Report help our
stakeholders assess how effectively the Board, supported by
the Executive Committee, senior managers and employees,
promoted the success of Croda and had regard to the factors set
out in Section 172(1) of the Companies Act 2006 during the year.
Please see page 15 for our Section 172(1) statement.
The Board recognises that engagement is essential to understand
what matters most to our stakeholders and the likely impact of
any key decisions. Having consideration for our stakeholders
aligns with our Purpose and our values, both of which guide
us in our approach to delivering our strategic commitments and
promoting the long term success of Croda for our shareholders
and society.
The Board is aware that in some situations, stakeholders’
interests will be conflicted and they may have to prioritise
interests. The Board, led by the Chair, ensures that as part of its
decision-making process, an assessment is made of the impact
of the decision on our stakeholders and the likely consequences
of any decision in the long term.
The Board receives a range of information to help in its
understanding of our stakeholders:
Updates from the CEO and CFO at each Board meeting
include details of any significant engagement with stakeholders.
Updates on shareholder sentiment from the Head of Investor
Relations following the issue of annual and interim results and
trading updates.
Quarterly reports to the Board covering risk, innovation, global
operations including customer service, Safety and Sustainability,
IT and Digital operations, Legal and Company Secretarial,
HR, culture and diversity include details of any relevant
stakeholder matters.
At its annual strategy session, the Board reviews the plan
to achieving the long-term sustainable success of the Group
and considers how this affects the interests of each of our
key stakeholders.
Presentations to the Board on performance across the sectors
and regions from members of the Executive Committee and
their senior teams include details of stakeholders relevant to the
item being discussed.
In reviewing the progress of delivering the Group’s sustainability
strategy, the Board assesses the impact on stakeholders and
stakeholder interests. See page 77 for more information on the
Board’s focus on sustainability.
The Board understands that engaging with our
employees, listening to their views and responding to
any issues raised is essential for ensuring that our
employees feel valued, supported and heard. It also
ensures that the Board understands the needs of our
employees and any pressing issues.
How we engage, including KPIs
Site visits – enable Directors to interact with
employees across a wide range of locations,
functions, roles and experiences so that different
perspectives can be heard.
Listening groups and town halls – the Board
considers key themes and issues arising from
listening groups and town halls.
Pulse surveys – the Board considers the results and
response rates enabling better understanding of
employee engagement with our culture.
People initiatives – the Board is kept up to date
on the wide range of activities undertaken across
the business.
Dinners and lunches provide a more informal
environment for Directors to gain a different
perspective on employee sentiment and interactions.
Employee turnover rates are monitored to enable any
trends to be identified.
Customer engagement is vitally important for ensuring
we are continuing to meet their needs and expectations,
particularly in a challenging trading environment.
How we engage, including KPIs
Quarterly reports from the business teams contain
details of customer relationships and innovation
programmes, as well as information on customer
quality metrics (such as on-time-in-full, right
first time).
Customer feedback survey results and response
rates are reviewed and discussed by the Board.
Review of the net promoter score enables the Board
to monitor and compare if the business’ overall
customer relationships are improving, and gain
insights on what issues are most important to
our customers.
Customer visits by Directors enable a better
understanding of the challenges faced in the current
business environment.
Regular updates on innovation pipelines provide
the Board with an indication of how effectively
the business is engaging with customers on new
projects, providing insights into where our products
and services are meeting our customers’ needs
and expectations.
Our people
Our
customers
Engaging with our stakeholders
Croda International Plc Annual Report & Accounts 202378
Governance
As a responsible business, we believe it is essential that
we operate safely and sustainably in the communities
in which we operate and that we understand the
impact of our operations on these communities
and the environment.
How we engage, including KPIs
The majority of our main manufacturing sites have
well established community engagement
committees, attended by representatives from the
sites and the local community. These committees
provide a forum for us to listen to the local
communities where we operate and engage
in local community activities and social events.
Our sustainability materiality assessments provide us
with an understanding of the issues and opportunities
most material to our stakeholders, including our local
communities, such as waste management and
water usage.
During site visits, our Directors gain an understanding
of the engagement sites have with our local
communities and of both the positive impact being
made and areas where we could do better.
The Croda Foundation continues its work providing
access to our smart science by making grants
aligned to our Purpose, values and expertise, with
the Board receiving updates on the Foundation’s work.
It is imperative that we listen to our shareholders and
that we operate the business in a way that delivers
long-term value growth and sustainable returns.
Regular engagement ensures shareholders are well
informed of our strategy and allows them to share
any feedback.
How we engage, including KPIs
Board engagement is primarily through the CEO,
CFO and the Investor Relations team who follow a
comprehensive programme of investor meetings and
calls to discuss investors’ questions and any areas of
concern, particularly following the release of annual
and half year results and trading updates.
The Investor Relations and Corporate Affairs Director
keeps the Board appraised of investor sentiment
following the release of annual and half year results
and trading updates to ensure that all Directors are
aware of and have a clear understanding of the views
of our major shareholders.
An annual Defence presentation with the Company’s
broker enables the Board to gauge shareholder
sentiment from an external perspective.
All Board members are available at the AGM to
answer questions either submitted in advance or
raised on the day.
In 2023, the Remuneration Committee Chair
continued to consult with major shareholders and
proxy agencies on the Group’s 2022 remuneration
outcomes and proposed changes to the Remuneration
Policy which was voted on at the 2023 AGM.
2023’s challenging market environment and
downgraded performance expectations have meant
additional Board and Disclosure Committee meetings
to ensure that performance is closely monitored to
ensure that we meet all disclosure obligations to
the market.
Supply chain integrity is essential to Croda being a
sustainable business and our supplier relationships
provide valuable insights to the Board.
How we engage, including KPIs
Each quarter the Board receives a report from
our Operations team, which includes details from
our procurement teams on interactions with our
key suppliers.
We regularly assess our suppliers to ensure they are
aligned with our values and adhere to our standards
outlined in the Supplier Code of Conduct. Our primary
tool for these assessments is EcoVadis, and we
undertake additional assessments based on
supplier risk.
Annual review by the Audit Committee and Board
of the effectiveness of the Company’s ethics
programme, including underlying policies and
procedures, enables the Board to have an
overview of how successfully the Group is
engaging with suppliers.
Our
communities
Our
suppliers
Our
shareholders
79Croda International Plc Annual Report & Accounts 2023
Development of a greenfield manufacturing facility
in China
The Board approved a significant investment in the development of a greenfield
site at Guangzhou in China to help to transform our Fragrance and Beauty
Actives businesses in the region.
In considering the investment, the Board considered a number of key issues
including the Group’s strategy to fast grow Asia, the importance of protecting the
existing business and supporting its future growth. The investment would assist
in the retention of key personnel and expertise as well as supporting the increasing
customer demand for locally sourced ingredients. It also demonstrated Croda’s
belief and commitment in the local market and community. The investment
aligned with Croda’s sustainability strategy and safety priorities by providing a
state-of-the-art manufacturing facility providing a sustainable, carbon neutral,
efficient and safe manufacturing facility to support the development of innovative
and sustainable ingredients.
Having regard to the interests of all stakeholders, the Board concluded that it was
in the best interests of the Company and its shareholders to approve the
investment in the project.
Relevant stakeholders
• Customers
• Suppliers
• Employees
• Shareholders
• Communities
Completion of the acquisition of Solus Biotech
The acquisition of Solus Biotech, a global leader in premium, biotechnology-
derived active ingredients for beauty care and pharmaceuticals, was approved by
the Board in 2022 and completed in July 2023 following receipt of unconditional
approval from the South Korean regulatory authorities.
The Board considered the impact of the acquisition on our stakeholders and
determined that it was in the best interests of our shareholders as a valuable
addition to the Croda portfolio and increasing the opportunity to deliver against
many of the Group’s strategic goals, including expansion of Life Sciences,
strengthening of Consumer Care, fast grow Asia and the scaling of Biotech.
For customers, it consolidated Croda’s position as a global leader in producing
sustainable actives as well as building the Group’s biotech knowledge base with
a portfolio of fermented (biotech derived) ingredients to meet consumer demand
for more sustainable ingredients. It also strengthened our regional and local
community presence. Increasing the Group’s IP and proprietary know-how would
provide opportunities for learning and development for both existing employees
and our new employees from Solus Biotech.
The Board monitored the integration of the new business, with the immediate
priorities being to establish Croda’s core values, particularly in relation to safety,
and to integrate Solus’ natural ingredients into Croda’s global selling network.
This was as well as supporting the Solus team with Croda’s technical and
R&D expertise.
Relevant stakeholders
• Shareholders
Customers and consumers
• Employees
• Communities
Stakeholder engagement continued
Considering the interests of our stakeholders
Croda International Plc Annual Report & Accounts 202380
Governance
New organisational model
The Board oversaw the introduction of a new organisational
business model with a more agile, simplified matrix structure to
provide a solid foundation for the next phase of Croda’s evolution.
This will drive greater accountability and responsiveness to
customers, empower decision-making down the organisation
and facilitate the onboarding of new talent more effectively.
The Board was kept closely appraised as plans were developed
and progressed so that it could continue to review and evaluate
the appropriateness of the new structure for execution of the
Group’s strategy and focus on innovation, sustainability and
growth, as well as ensuring that the potentially unsettling change
was introduced sensitively and professionally and in line with
Croda’s values.
In considering the needs of the Group’s stakeholders, the Board
recognised that although some employees would be adversely
impacted, the new structure was in the best interests of
employees as a whole as it would provide greater clarity on
accountabilities and responsibilities with quicker decision-making
and increased empowerment. It also determined that customers
would benefit from better service levels and increased innovation,
and for shareholders, the new structure would lead to a more
competitive business generating increased revenues and profit.
While it will take time to fully bed down and will inevitably continue
to evolve, the Board is confident that the new organisational
model will provide a strong and enduring base on which Croda
can move forward.
Relevant stakeholders
• Employees
• Customers
• Shareholders
New super refining project
In line with the Pharma strategy to be a leading partner for high
purity excipients and bioprocessing aids, the Board approved
investment in additional super refining capabilities at our site
in Leek.
In reviewing the proposal, the Board considered a number of key
areas, including an understanding of the new technology required
and the approach to project management with safety a key
consideration for employees and contractors. The Board also
considered the commercial case and the extent to which the
development of high purity low carbon products would increase
Croda’s product value proposition across the business.
In considering investment in the project, the Board considered
the interests of Croda’s stakeholders and concluded that the
development would create opportunities for jobs and career
development and provide a sustainable, efficient and safe
workplace for employees and the local community. The Board
also determined that customers and consumers would benefit
from the enhanced and more sustainable product offering and
for shareholders the investment would support the development
of Croda’s Pharma protein delivery strategy.
Relevant stakeholders
• Employees
Customers and consumers
• Communities
• Shareholders
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81Croda International Plc Annual Report & Accounts 2023
Shareholder engagement
Approach to engagement
The Board is committed to maintaining regular dialogue with
investors and communicating in a clear and transparent manner.
A comprehensive investor engagement programme is led by David
Bishop, Investor Relations and Corporate Affairs Director, and
comprises results presentations, investor roadshows, attendance
at conferences, seminars, site visits and ad-hoc meetings. This
programme includes direct Board engagement through the CEO
and CFO.
The Chair and other Non-Executive Directors are also available to
meet with major shareholders to discuss topics including governance,
strategy, ESG performance, and remuneration. The Board reviews
monthly Board papers, meeting presentations and investor feedback
following roadshows and other events. Direct engagement and
the feedback it receives gives the Board insight into investors’
views, helping to inform key decisions and the future direction
of the Company.
Our AGM offers the opportunity for all shareholders to meet with the
Board in-person to receive an update on the business and to engage
directly with the Board on topics deemed relevant. A number of
investors and their representatives attended our AGM in April 2023
where Phil Ruxton, Chief Sustainability Officer (pictured below), gave
an update on our sustainability commitments and progress to date.
All results presentations are webcast live and with replay facilities
available ensuring all investors and analysts have equal opportunities
to engage with the business. Investors can also sign up to receive
regulatory alerts at www.croda.com, ensuring they are notified of
company updates.
Engagement in 2023
In 2023 we met with 369 institutions across 870 interactions, with
26 of our top 30 investors meeting management at least once.
Engagement levels were slightly lower than 2022 given the absence of
any large investor seminars, but nonetheless remained high and above
FTSE 100 averages based on available benchmarks. Management
engaged in roadshows after both full year and half year results, as well
as roadshows in the USA, Germany, and France, ensuring investors
had the opportunity to engage with them face-to-face.
As the trading environment rapidly deteriorated in the second quarter,
the Board took the decision to issue an unscheduled trading update
to the market in June. This was followed by another update in October
as operating conditions remained challenging. Following both of these
updates there was significant engagement with investors, with
management making themselves available to discuss the trading
dynamics and performance.
In addition to both in-person and virtual meetings we hosted a range
of site visits during the year, aimed at enabling investors to build an
understanding of our operations and what differentiates our business
first hand. These visits included multiple visits to Rawcliffe Bridge in
Yorkshire, visits to our Beauty Actives and F&F businesses in France, a
large group visit to our Seed Enhancement business in the Netherlands
and various other visits to sites in the USA, Singapore and China.
Meeting breakdown in 2023 by
investor location
Europe
(excluding
UK)
25%
Asia
1%
North America
28%
UK
44%
Rest of world
2%
Meeting breakdown in 2023 by holders and
non-holders
Non-holder
55%
Holder
40%
Holder (top 20)
5%
Croda International Plc Annual Report & Accounts 202382
Governance
Shareholder register
Our shareholder base is largely made up of institutional
shareholders across the UK, Europe and North America.
Around 18% of our shareholders have a specific sustainability
focus matching our ambition to be the most sustainable
supplier of innovative ingredients.
Top 10 shareholders Holding (%)
Norges Bank 6.3
Impax Asset Management 4.5
Vanguard Group 4.0
BlackRock Investment (US) 3.8
BlackRock Investment (UK) 3.6
MFS Investment Management (US) 3.6
RBC Global Asset Management 2.9
Brewin Dolphin 2.9
MFS International Management (UK) 2.4
Legal & General 2.3
Shareholders by region
Europe
(excluding UK)
22.4%
Asia
2.7%
Rest of the world
0.4%
UK
49.9%
North America
24.6%
* The data above is at 31 December 2023 based on register
analysis conducted by a third party. This may differ from the detail
shown on page 136 which is based on notifications the Company
has received under DTR Chapter 5.
Common investor questions
1. When do you expect customer destocking to end?
Through 2023 our largest customers have reduced their inventories,
impacting our sales volumes. While customers cannot reduce inventory
levels indefinitely, calling an end to destocking is challenging. In
Consumer Care, customer inventory levels in 2023 were lower than in
2022 and our sales volumes improved during the year. Inventory levels
remained heightened in Crop Protection, with customer destocking
continuing throughout the year, and demand remained weak in
Industrial Specialties.
2. Why have operating margins reduced and will they
return to previous levels?
Across the Group we operate 11 large, multi-sector manufacturing
sites. Historically the markets in which we operate have traded
somewhat independently of each other, however in 2023 volume
weakness impacted all our markets. This resulted in utilisation levels
falling with reduced fixed overhead coverage at these sites impacting
our margins. While we would expect margins to recover as utilisation
improves, significant margin expansion will require a broad-based
improvement across all markets.
3. What is the future growth profile for the Pharma
business?
Our Pharma business is focused on fast-growth niches where
innovation needs are high. We expect the Pharma business to continue
growing, excluding the Covid-19 lipids, for which we do not anticipate
any revenue in 2024. Longer-term, our Nucleic Acid Delivery platform,
which enabled the roll out of Covid-19 vaccines, has a particularly
exciting growth pipeline with customers developing new mRNA
vaccines that we expect to start commercialising from 2025.
4. What is a ‘normal’ level of capital expenditure for the
business?
Capital expenditure has been elevated in recent years as we redeploy
the investment proceeds from the disposal of our PTIC business which
completed in 2022. This includes our Pharma investment programme
of £175m which was initiated in 2021 and will continue through 2025.
Longer-term we anticipate capital expenditure to maintain existing
assets and provide future growth to be 6-8% of sales.
5. What is your policy with regard to returning capital to
shareholders?
Our capital allocation policy prioritises organic capital investment,
complemented by bolt-on acquisitions and technology investments.
We aim to maintain a strong balance sheet with net debt of 1-2x
EBITDA and to make regular returns to shareholders through our
ordinary dividend, with a track record of more than 30 years of
progressive dividend growth. Our preference in the current trading
environment is to retain a strong balance sheet, however, we will
continue to monitor our capital requirements and make a special
return to shareholders if appropriate.
83Croda International Plc Annual Report & Accounts 2023
The Board and culture
Our Purpose
Our Purpose, Smart science to improve lives™, is made possible
thanks to our distinctive values-led culture and the positive impact our
activities and ingredients have on the environment and world around
us. Our ambition is to become the most sustainable supplier of
innovative ingredients and to be Climate, Land and People Positive by
2030. Our culture governs how we interact with our customers, how
we work with each other, and guides our relationships with our
stakeholders. Our customer-focused values of being Responsible,
Innovative and Together are integral to the way we behave individually
and collectively and to the way we do business. The Board seeks to
continually reinforce these values so that the right behaviours cascade
throughout the organisation, ensuring our culture and behaviours drive
what we do.
The Board is responsible for assessing, monitoring and promoting our
culture and understands the importance of setting the right tone from
the top. The importance of personal traits that reflect Croda’s values
and culture are a key part of the selection criteria when appointing a
new Non-Executive Director or, as was the case this year, a new Chair.
See page 96 for more information on the Chair selection process.
Monitoring our culture
Great emphasis is placed by the Board on ensuring that our culture
is aligned to our Purpose, values and strategy and one of the Board’s
key focus areas is to monitor and assess culture across the Group.
Although culture is not tangible and cannot be assessed by metrics
alone, the Board uses multiple information sources and KPIs to help to
judge and assess how our culture is embedded in the organisation,
how it shows across employee sentiment, and how it is observed in
behaviours and trends. These include:
Regular meetings with members of the Executive Committee
and management.
Employee survey results and response rates.
Feedback from employee engagement.
Quarterly safety and employee wellbeing data.
Feedback from shareholders.
Employee retention rates.
Diversity and inclusion metrics – such as gender balance,
balanced shortlists, diversity on development programmes.
Ethics and whistleblowing reports.
The Board monitors the results and response rates of the regular pulse
surveys undertaken during the year by all our employees across the
Group. Each survey has a focus on particular aspects of culture, for
example, Croda being a ‘Great place to work’. In 2023 the surveys
mirrored those of the previous year so that progress on regional and
local actions to improve the workplace and employee experience could
be assessed.
During the year the Board had oversight of initiatives focused on
facilitating inclusion such as the Solaris programme which supports the
pipeline of talent from underrepresented groups, including those from
an ethnic minority. Steve Foots gave a presentation at a Solaris alumni
session which prompted views from different perspectives and
increased the understanding of challenges faced by minority groups.
As a business, we run a number of development programmes for high
performing and high potential senior colleagues. The senior leader
mentoring programme enables the Directors and Executive Committee
members to interact directly with a diverse group of talent from a range
of functions across the business and support them in their professional
growth through guidance, support and knowledge transfer. During the
year, separate sessions of the Group’s Leadership Development
Group, for high performing and high potential senior colleagues, were
attended by Steve Foots and Nawal Ouzren. Steve attended a session
in San Francisco and Nawal attended Ashridge Business School for a
module on Leading with impact and authenticity. Nawal took part in
group discussions, a Q&A and joined the group for dinner which
provided her with the opportunity to provide her insights and
experiences in senior leadership roles and a perspective from the
Boardroom. A session of the Women Lead Affinity Group in the USA
was attended by Anita Frew which enabled her to share her experience
and perspectives as a successful female leader. As well as benefitting
the participants, these interactions help the Directors to build
relationships with our highest potential employees and leaders. The
Board remains engaged in the furtherance of diversity and inclusion
initiatives across the business.
In June, Croda was included in the Sunday Times Best Places to Work
following a third-party assessment of culture and workplace experience
which concluded that Croda reflected good practice for employee
engagement and wellbeing in the workplace. The nationwide survey
honours and celebrates Britain’s top employers and is a clear
representation of the positive experience of our employees and
Croda’s culture and values.
Listening to our employees
In view of Croda’s global operations, the Board decided that the most
effective way of organising its engagement with employees was to
continue to share the responsibility among all Non-Executive Directors
and to utilise the variety of mechanisms in place. The Board is
comfortable that it can continue to rely on alternative methods to
engage with employees, rather than one of the three methods outlined
in the 2018 UK Corporate Governance Code.
In addition to formal Board meetings, during the year our Non-
Executive Directors visited operational sites in India, Singapore, Spain,
France, Denmark, and the USA in order to better understand the
Group’s businesses and operations in these countries. These visits
allow the Directors to observe the Group’s operations in action,
reinforce their knowledge and enable them to experience at first hand
the culture of the Group. As part of these visits, wherever possible,
the visiting Director leads workforce engagement sessions including
listening groups and town halls with a diverse range of employees.
A wide range of topics are discussed including those that are particular
to the site and those of a more business and strategic nature. Topics
which arose during the year included: knowledge management, safety,
local business opportunities, organisational effectiveness, digitisation
and data, human performance initiatives, serving customers and
current trading. Feedback is then provided to the Board on discussions
held and the Board’s response on key themes and insights is in turn
relayed back to those employees who attended thereby creating a
feedback loop between the Board and employees. The Company
Secretary takes responsibility for any actions requiring follow up.
Perspectives from employees are taken into account in decision-
making. For example, employee feedback regarding challenges around
operational effectiveness within a matrix structure was a key factor in
the development of the Group’s new organisational model. See page
81 for more details.
As well as individual site visits, during the year the Board undertook a
safety focused visit to our site at Leek which included discussions with
the site management team, process engineers and safety managers.
Extensive construction activities were underway at the time of the visit
which enabled the Board to understand the additional process safety
risks and protocols in place. In February the Board held an informal
lunch with the Product Safety and Regulatory Affairs team at the
Cowick office. As well as meeting the team, this provided the Board
with key insights into the areas of innovation, ingredient defence and
global registrations as well enabling a better understanding of the key
challenges faced by the team.
Croda International Plc Annual Report & Accounts 202384
Governance
Board site visits in 2023
Governance of a site visit
Where – the CEO and Company Secretary identify relevant sites that
are of particular interest in terms of strategic focus, organic
development or any specific issues. The aim is for the Board to gain
insight into as wide a range of operations and locations as possible.
Itinerary – detailed itineraries and agendas are planned and agreed
well in advance with the local site management teams to ensure
maximum benefit is derived out of the time available. In advance of the
visit, Directors receive briefings on safety, sustainability and any other
relevant matters specific to the site.
Visit – Directors meet with the local management teams and receive
presentations on a variety of topics, including safety, strategy,
sustainability, business and financial performance, distribution and
marketing. At operational sites, Directors undertake a tour which
enables direct engagement with process engineers, operators and
research scientists on the ground. An informal dinner is held to facilitate
more relaxed interaction with the local team. Workforce engagement
sessions are usually included and, where possible, customer meetings
are also organised.
Feedback – Directors present feedback of their observations to the
Board and the Company Secretary takes responsibility for ensuring
that any follow up actions are allocated to individuals with outcomes
reported to the Board. Feedback from the Board on observations
following employee engagement sessions is given to employees
who attended.
USA, Alabama
France - Lille, Nice, Paris
USA, Princeton
Denmark
Spain - Murcia, Barcelona
India
Singapore
South Korea
Japan
Croda Iberica, Spain Croda Denmark Croda Chocques, France
85Croda International Plc Annual Report & Accounts 2023
Board leadership
The Company is led by an effective and entrepreneurial Board, whose
role is to promote the long-term sustainable success of the Company,
generating value for shareholders and contributing to wider society.
The Board has ultimate responsibility for the overall leadership of the
Group. In this role, it oversees the development and delivery of a clear
Group strategy in line with our Purpose.
At the date of this report, the Board comprises 11 Directors: the
Chair; the Group Chief Executive; the Chief Financial Officer; seven
independent Non-Executive Directors, including from 1 February 2024,
the Chair designate; and one non-independent Non-Executive Director,
who was the Company’s Chief Technology Officer until his retirement
in 2017. The size of the Board allows time for constructive debate
and challenge on key elements of the Company’s performance
and strategic projects and enables all Directors’ views to be heard.
It monitors operational and financial performance against agreed goals
and objectives and ensures that appropriate controls and systems exist
to manage risk and that there are the necessary financial resources
and people with the necessary skills to achieve the strategic goals the
Board has set. The Non-Executive Directors have a broad range of
business, financial and international skills and experience, which
provide appropriate balance and diversity of thought. The Executive
Directors use the specific areas of expertise of the Non-Executive
Directors as a source of ideas, experience, as well as challenge when
developing strategic plans. The Directors’ biographical details are on
pages 72 to 73. The Board maintains a formal schedule of matters
reserved for its approval. These matters include approving the
Group’s strategy and budget, material corporate transactions and the
authorisation of capital expenditure above delegated authority limits.
They also include matters relating to risk management, approval of the
Annual Report and Accounts, dividends, appointing new Directors
and significant communications to shareholders. The full schedule
of matters reserved for the Board can be found in the governance
section at www.croda.com.
The Board discharges some of its responsibilities directly and others
through its Committees, details of which can be found on page 87.
In recognition of the importance of sustainability in achieving our
Purpose and delivering our strategy as well as the growing and
increasingly complex regulatory landscape, in 2023 the Board decided
to establish a Sustainability Oversight Committee. Further details of the
role of the Sustainability Oversight Committee are on pages 98 to 99.
Execution of the strategy and day-to-day management of the
Company’s business is delegated to the Executive Committee, and
subsequently to senior leadership teams where relevant, with the
Board retaining responsibility for overseeing, guiding and holding
management to account. In addition to its monthly scheduled
meetings, the Board met and heard from the Executive Committee
members, senior management and a wider range of colleagues on a
regular basis. Contributions from the Executive Committee members
can be found throughout this report.
The terms of reference for each Board Committee can be found at
www.croda.com.
Division of responsibilities
Chair
The Chair leads the Board and sets the tone from the top, promoting a
culture of openness and debate and effective communication between
the Executive and Non-Executive Directors. She creates an
environment at Board meetings in which all Directors are able to
contribute to discussions and feel comfortable in engaging in healthy
debate and constructive challenge.
Senior Independent Director
The Senior Independent Director provides a sounding board for the
Chair and acts as an intermediary for the Non-Executive Directors,
where necessary. She is available to shareholders where
communication through the Chair or Executive Directors has not been
successful or where it may not seem appropriate. During the year, our
Senior Independent Director played a critical role in leading the search
for our new Chair.
Independent Non-Executive Directors
The role of the independent Non-Executive Directors is central to an
effective and accountable Board structure as they provide strategic
and specialist guidance together with effective governance. They
constructively challenge the Executive Directors and scrutinise the
performance of management in meeting agreed goals and objectives
and ensure all stakeholder views are considered.
Non-independent Non-Executive Director
Having served Croda for 34 years, the latter six of which were as a
member of the Board, Keith Layden is not considered independent.
However, because of his experience, Keith contributes strongly to the
Board’s culture and personality, and adds unique and valuable insight
as well as constructive challenge to Board discussions, in particular in
relation to innovation and R&D.
Group Chief Executive
The Group Chief Executive has day-to-day responsibility for the
effective management of the Group’s business and for ensuring that
Board decisions are implemented. He plays a key role in devising and
reviewing Group strategies for discussion and approval by the Board.
The Group Chief Executive is tasked with providing regular reports to
the Board.
Chief Financial Officer
The role of Chief Financial Officer is to bring a commercial and
financial perspective to the Boardroom. Working with the Group Chief
Executive, she is responsible for the leadership and management of
the Company according to the strategic direction set by the Board.
She leads the global finance function and oversees the relationship
with the investment community.
Group General Counsel and Company Secretary
The Group General Counsel and Company Secretary is Secretary to
the Board and its Committees. He works closely with the Chair in the
formulation of meeting agendas and annual agenda programmes. He
ensures that Board procedures are complied with and also advises on
regulatory compliance and corporate governance. This role is to
support the Chair and the Non-Executive Directors.
Croda International Plc Annual Report & Accounts 202386
Governance
Governance structure
The Board has four main Committees: the Nomination Committee, the Audit Committee, the Remuneration Committee and, from January 2024,
the Sustainability Oversight Committee.
The day-to-day operational management of the business is delegated by the Board to the Group Chief Executive, who uses several Committees to
assist him in this task: the Group Executive Committee; the Investment and Performance Committee; the Group Risk Committee; the Group Safety,
Health, Environment and Quality (SHEQ) Steering Committee; the Group Ethics Committee; and the Sustainability Committee. Further information
on each of the Committees is shown below.
Principal Board Committees
Nomination Committee
Chaired by Dame Anita Frew DBE
Reviews the structure, size and composition of the Board and its
Committees, identifies and nominates suitable candidates for
appointment to the Board and has responsibility for Board and
Executive Committee succession planning.
For more information see pages 92 to 95
Remuneration Committee
Chaired by Jacqui Ferguson
Recommends the Company’s Remuneration Policy and
framework and determines the remuneration packages for
members of senior management.
For more information see pages 106 to 134
Audit Committee
Chaired by John Ramsay
Monitors the integrity of the Group’s financial statements and
announcements, the effectiveness of internal controls and risk
management as well as managing the external auditor relationship.
For more information see pages 100 to 105
Sustainability Oversight Committee
Chaired by Chris Good
Monitors the execution and implementation of the Group’s
sustainability strategy and compliance with regulations and best
practice and oversees communication of the Group’s
sustainability activities.
For more information see pages 98 to 99
Group Chief Executive
Group Executive Committee
Chaired by Steve Foots (CEO)
The Committee met 12 times in 2023 and is responsible for:
developing and implementing strategy, operational plans, policies,
procedures and budgets; monitoring operational and financial
performance; assessing and controlling risk; and prioritising and
allocating resources.
Group SHEQ Steering Committee
Chaired by Mark Robinson (President Operations)
The Committee meets quarterly to monitor progress against the
Group safety, health, environment and quality objectives and
targets, review safety performance and audits, and determine
the requirement for new or revised SHEQ policies, procedures
and objectives.
Group Ethics Committee
Chaired by Tom Brophy (Group General Counsel, Company
Secretary and President Sustainability)
The Committee meets quarterly in support of our culture of
integrity, honesty and openness, and to promote the importance
of ethics and compliance across the Group and amongst our
supply chain partners.
Investment and Performance Committee
Chaired by Steve Foots (CEO)
The Committee met 11 times in 2023 to review monthly
operating results and examine capital expenditure projects.
Group Risk Committee
Chaired by Louisa Burdett (CFO)
The Committee meets quarterly to evaluate and propose policies
and monitor processes to control business, operational and
compliance risks faced by the Group, and to identify and assess
emerging risks.
Sustainability Committee
Chaired by Phil Ruxton (Chief Sustainability Officer)
The Committee met six times in 2023 to further develop the
Group sustainability strategy, to embed sustainability practices
throughout the organisation and to monitor progress towards
achieving our ambition to be the most sustainable supplier
of innovative ingredients and our Commitment to be Climate,
Land and People Positive by 2030.
87Croda International Plc Annual Report & Accounts 2023
Board leadership continued
Board and Committee meetings and attendance
Meetings in 2023
Membership of the Board and its Committees, and attendance (eligibility) at meetings held during 2023.
Board
Nomination
Committee Audit Committee
Remuneration
Committee
Anita Frew (Chair)
C
8 (8)
C
6 (7)*
Louisa Burdett 8 (8)
Roberto Cirillo 8 (8) 7 (7) 5 (5) 6 (6)
Jacqui Ferguson 8 (8) 7 (7) 5 (5)
C
6 (6)
Steve Foots 8 (8)
Helena Ganczakowski 2 (2) 3 (3) 3 (3) 3 (3)
Chris Good 6 (6) 4 (4) 2 (2) 3 (3)
Julie Kim 8 (8) 7 (7) 5 (5) 6 (6)
Keith Layden 8 (8) 7 (7)
Jez Maiden 2 (2)
Nawal Ouzren 8 (8) 7 (7) 5 (5) 6 (6)
John Ramsay 8 (8) 7 (7)
C
5 (5)
6 (6)
C
– Chair of the Committee
* The purpose of the June Nomination Committee was to discuss potential Chair candidates and therefore Anita Frew did not attend.
Independence of Non-Executive Directors
Croda complies with the Financial Reporting Council’s Reporting Code
in having experienced Non-Executive Directors who represent a source
of advice, strong judgement and challenge to the Executive Directors.
At present there are nine such Directors, including the Chair, the Chair
designate and the Senior Independent Director, each of whom has
significant commercial experience. Details of their experience is on
pages 72 to 73.
The independence of the Non-Executive Directors is kept under
review to ensure continuing independence and objective judgement.
The Chair was independent upon her appointment in 2015 and both
the Chair as head of the Board and the Chief Executive as head of
executive management have clearly defined roles. Further information
on their roles is included on page 86. With the exception of Keith
Layden, the Board considers that all Non-Executive Directors who
served during the year are independent in character and judgement,
with no relationships or circumstances that are likely to affect, or could
appear to affect, their judgement. Keith Layden is not considered
independent, having served as the Company’s Chief Technology
Officer prior to retirement from the Company and appointment as
a Non-Executive Director in May 2017.
Director induction
New Non-Executive Directors receive a tailored induction that focuses
on the Group’s culture and values, stakeholders, strategy, structure,
operations and governance. The aim is to enable a new Director to
integrate into the Board as quickly as possible so that they are able to
contribute to business and strategy discussions and provide effective
challenge. Induction programmes are developed by the Company
Secretary and discussions start well in advance of the appointment
date to tailor the experience to the existing knowledge and experience
and include meetings with members of the Board and Executive
Committee, key senior managers and the Group’s audit partner
and other key advisers. A schedule of country and site visits is also
arranged which enables a new Director to gain insight into business
operations and culture. See page 97 for further information on Chris
Good’s induction programme this year and the planned induction for
Danuta Gray for her role as Chair of Croda.
All new Directors are given access to our electronic Board papers
which provide easy and immediate access to key documents including
previous Board and Committee papers; recent reports from the
external auditor; the Group’s risk register and Schedule of Principal
Risks; the latest budget and strategic plan; recent sell-side analyst
reports and feedback from our stakeholder engagement programmes;
information on our sustainability initiatives; matters reserved for the
Board; the Committee terms of reference and other key policies.
Training
All Directors keep their knowledge and skills up to date and include
training discussions with the Chair in their annual performance reviews.
As required, professional advisers are invited to provide in-depth
updates and the Board also receives updates on market trends
and environmental, technological and social considerations when
appropriate. The Company Secretary provides regular updates to the
Board and its Committees on regulatory and corporate governance
matters and Directors receive training on their duties under Section
172(1) of the Companies Act 2006 as part of their induction process
from the Group’s corporate lawyers. All Directors participate in online
compliance training courses as required, including competition law and
anti-bribery and corruption. At induction, and as requirements change,
training is provided on governance, legal and regulatory matters and
specific training is provided when requested by the Directors. In June,
the Board attended a site safety training day at Leek where the
Group’s safety values were reiterated and the Board was able to
engage with both process safety protocols and the behavioural safety
of our employees and contractors. In July, the Sustainability team
provided the Board with a training session which focused on the
leadership role the Board has in ensuring that Croda responds to
social and environmental risks. See page 77 for further information.
To remain up to date with wider issues the Directors are encouraged
to participate in events hosted by external organisations to develop
broader perspectives. For example, during the year Chris Good
attended a sustainability event hosted by Critical Eye to enhance
his knowledge in this area.
Board evaluation
The Board undertakes a formal review of its performance and that of its
Committees each year and, in line with our three-year cycle, this year’s
review was carried out by an external facilitator. Heidrick & Struggles
were appointed and were able to build upon their existing knowledge
of Croda and its Board, following their external review in 2020. The
process included virtual interviews with all Board members and
selected executives, an anonymous online questionnaire, in-person
observations of Board and Committee meetings, and a review of
Croda International Plc Annual Report & Accounts 202388
Governance
relevant documents. Heidrick & Struggles presented a review of their
findings to the Board at its December meeting highlighting the areas
of greatest effectiveness as well as areas for development. See below
for more information on this year’s externally facilitated review.
The Chair and Non-Executive Directors met without the Executive
Directors present to allow an additional opportunity to discuss areas
relevant to the operation of the Board. The Non-Executive Directors
also met on their own, without the Chair.
The Senior Independent Director met with the Chair to provide
feedback on her performance following discussions with the other
Non-Executive Directors and the Executive management to gather their
views. It was agreed that the Chair remained dedicated to her role and
that she creates a culture of trust, openness and debate, facilitating an
atmosphere of challenge whilst encouraging the effective contribution
of all Board members.
The Chair met and provided feedback to each Non-Executive Director
and the Executive Directors. Following these discussions, the Chair
was satisfied that all the Directors continued to be effective and
demonstrate commitment to the role, including having time to attend
all necessary meetings and to carry out all their duties.
Conflicts of interest
The Board has an established process in place for reviewing and
monitoring potential conflicts of interests. The Company’s Articles of
Association allow the non-conflicted members of the Board to
authorise an actual or potential conflict situation. Directors holding
significant commitments outside the Company are required to disclose
them prior to appointment and on an ongoing basis when there are
any changes. Actual and potential conflicts of interest are included
on a register which is maintained by the Company Secretary and
reviewed annually.
During the year the Chair and the Company Secretary discussed
any potential or perceived conflict of interest with John Ramsay’s
directorship of DSM/Firmenich following their merger in 2023, and
concluded that no conflict of interest existed but that this would be
kept under review. As a precaution, the Board approved any situational
conflict that may arise.
During the appointment of any new Non-Executive Directors other
commitments are taken into account, in addition to whether or not
a conflict or potential conflict would exist. Details of the professional
commitments of the Non-Executive Directors are included in their
biographies on pages 72 to 73. The Board is satisfied that these
do not interfere or conflict with the performance of their duties for
the Company.
Board support
Each Director has access to the advice and services of the Company
Secretary. Where necessary, the Directors may take independent
professional advice at the Company’s expense. Board papers are
made available electronically one week in advance of meetings, which
ensures that each Director has the time and resources to fulfil their
duties. A resource centre within the web portal provides access to
useful information about the Group, including corporate governance
materials, finance and strategy information, Group policies and
procedures, and information on topics such as risk and insurance.
In order to build and increase Non-Executive Directors’ familiarity with,
and understanding of, the Group’s people, businesses and markets,
senior managers regularly make presentations at Board meetings.
Board re-election
Following the individual performance assessments, the Board is
satisfied that each Director continues to perform effectively, allocates
sufficient time for their duties and remains fully committed to their role.
The terms and conditions of appointment of Non-Executive Directors
can be viewed at www.croda.com. Contracts for Executive and
Non-Executive Directors can be inspected during normal business
hours at the Company’s registered office by contacting the Company
Secretary and will also be available for inspection at the AGM. The
Directors, with the exception of Anita Frew, will be proposed for
election and re-election at the AGM on 24 April 2024 and details
are in the Notice of Meeting.
Board evaluation
Outcome
Overall the evaluation concluded that the Board was highly
effective with many signature strengths.
Strengths
Board dynamics – the Board is open, collegiate, collaborative,
approachable, supportive and interested. Egos are noticeably
absent and there is a high degree of trust with the Board seen as
‘one’ with good relationships amongst the Directors and with the
executive team. A strong onboarding process has led to the
successful integration of new Directors.
Composition – the Board possesses comprehensive coverage
across all markets and segments of Croda’s businesses with the
newest Board members bringing a breadth of experience and
relevant expertise. The composition of the Board is aligned with
strategy. There has also been an improvement in diversity, both in
terms of gender and ethnicity as well as background. Overall the
Board is seen as having the skills and backgrounds to effectively
steer strategic directions.
Commitment – all Board members are personally committed to
Croda’s success and dedicate time outside the Boardroom, for
example, site visits, sub-committee membership and specialist
conversations, as needed. Board members come well prepared
for meetings, aided by a focused agenda and timely issued
Board packs.
Opportunities and future areas of focus
Accountability – although there is a high level of challenge
to executives, this could be greater and the inclusion of more
data-driven perspectives in Board presentations would enhance
the evaluation of strategic proposals put forward by the
executives. Increased use of outside-in perspectives would also
help to facilitate challenge and bring fresh perspectives to guide
effective decision-making.
Culture – whilst recognising the importance and strengths of
Croda’s culture, consideration should be given to the potential
need to explore which aspects can be evolved to support the
business’ next phase of growth.
Succession pipeline – there is opportunity for the Board to
place more regular emphasis on Croda’s long-term succession
and talent pipeline, increasing the time spent on wider executive
succession as well as regular review of capabilities, skills and
leadership skills.
89Croda International Plc Annual Report & Accounts 2023
Audit, risk and internal control
Fair, balanced and understandable
To assist the Board in determining whether the Annual Report was
fair, balanced and understandable, the annual report team prepared
a Board paper that, amongst other things, reviewed the process of
preparation of the report, the controls in place to ensure consistency
and reliability of the underlying information, identified the material
positive and negative matters referred to in the report to ensure
balanced content and provided details of the level of senior oversight
of the content of the report.
The Annual Report and Accounts process is designed to give the
Board enough time to assess whether it is fair, balanced and
understandable, as required by the Code. The key themes and
messages to be included in the Annual Report and Accounts are
considered by the Board early in the process.
The Board considered whether the Annual Report and Accounts
contained the necessary information for shareholders to assess the
Company’s position and performance, business model and strategy.
The Directors received a full draft of the Annual Report and provided
feedback. This review ensures that each Director has an opportunity to
highlight any areas requiring further clarity as well as suggesting issues
and areas that were not adequately covered or on which the report
may have placed too much emphasis.
The key messages in the narrative in the Strategic Report and
Governance sections of the Annual Report and Accounts were
reviewed to ensure they were consistent with the financial reporting
contained in the financial statements. The Board reviewed the new and
amended APM definitions made during the year and believed that clear
explanations had been provided for the KPIs.
The Board reviewed whether the Annual Report and Accounts
disclosed the successes and the challenges that had been faced in
the period and that the narrative and analysis effectively balanced the
information needs and interests of each of our key stakeholder groups.
In particular, the Board had regard to the current macroeconomic and
geopolitical issues and the potential for wider impact alongside
continued inflationary pressures.
The framework and layout were considered to be clear and coherent,
with a consistent tone throughout and clearly signposted linkage
between all sections, in a manner that reflected a comprehensive
narrative and highlighted the key messages appropriately throughout.
Following this assessment, the Board was of the opinion that the 2023
Annual Report and Accounts are representative of the year and present
a fair, balanced and understandable overview, providing the necessary
information for shareholders to assess the Group’s position,
performance, business model and strategy.
Risk management and internal control
The Board acknowledges its responsibility for ensuring the
maintenance of a sound system of internal controls and risk
management, in accordance with the guidance set out in the Financial
Reporting Council’s Guidance on Risk Management, Internal Control
and Related Financial Business Reporting 2014, and in the 2018 UK
Corporate Governance Code. The Board receives updates on principal
risks and risk appetite on an annual basis.
Transparent policies and procedures
Executive management have established an organisational structure
with clear operating procedures, lines of responsibility and delegated
authority which was reviewed by the Board (page 87). In particular,
there are clear procedures and defined authorities for the following:
Financial reporting and financial statements review
Policies and procedures governing the financial reporting process and
preparation of the financial statements are owned by the Chief Financial
Officer and clearly and transparently communicated through the Group
Policies system. In order to assess the financial statements, the Audit
Committee regularly reviews reports from members of the finance team
and the external auditor who is invited to attend the Committee’s
meetings. When conducting its review the Committee considers
material accounting assumptions and estimates made by
management, any significant judgements or key audit matters identified
by the auditor (pages 143 to 145), compliance with relevant accounting
standards and other regulatory reporting requirements, including the
2018 UK Corporate Governance Code, and the accounting policies
and procedures applied (pages 101 to 103).
Internal audit function
The internal audit function is a key element of the Group’s corporate
governance framework. Its role is to provide independent and objective
assurance, advice and insight on governance, risk management and
internal controls to the Board and Audit Committee and the Group.
It supports the Group’s strategy and objectives by evaluating and
assessing the effectiveness of risk management systems, business
policies and procedures, system and key internal controls. In reporting
on their reviews, internal audit makes recommendations to address
issues and improve processes. Once recommendations are agreed
with management, the internal audit function monitors their
implementation and reports to the Audit Committee on progress at
every meeting. See pages 101 to 103 of the Audit Committee report.
Croda International Plc Annual Report & Accounts 202390
Governance
Capital investment
The Investment and Performance Committee (a sub-committee of the
Executive Committee) operates a clearly defined capital expenditure
process including detailed business plan appraisal, risk analysis and
authorisation. The Global Capital Project Director has developed
a framework for managing major capital expenditure, and post-
investment review processes are completed by internal audit
(at the Audit Committee’s request).
Business risk management
As described on page 51 the Executive Committee has established
an ongoing process for identifying, evaluating and managing emerging
and principal risks. The Board receives updates on principal risks and
risk appetite on an annual basis and the Audit Committee receives
reports from internal audit on the effectiveness of mitigating controls
in place over selected principal risks at each meeting. The Group Risk
Committee, a sub-committee of the Executive Committee (page 87),
meets on a quarterly basis to monitor and review both current and
emerging risks.
Internal controls
There is a documented framework of required internal controls for
business processes, IT, safety, quality and compliance, which form
part of our business as usual activities and which are documented
in controls manuals. Policies governing the internal controls are
documented in the Group Policies system, which is available online
to all employees, and each Group policy is owned by a member of the
Executive Committee. Confirmation that the controls are being adhered
to is the responsibility of managers, who together with their teams
complete an annual self-assessment process against all controls which
provides a snapshot of the control environment at the start of the year.
Compliance with controls is tested by the internal audit team as part of
their annual plan of work approved by the Audit Committee each year,
as well as being tested by other internal assurance providers; see page
103 for more information.
The Board discharged its responsibility for monitoring the operational
effectiveness of the internal control and risk management systems
throughout the year using a process which involved:
Delegation of review of systems of risk management and internal
control to the Audit Committee, whose activities are described in
detail on pages 100 to 105.
Receipt of written confirmations from senior management.
Board review of the report on significant control weaknesses.
Annual review of risk appetite statements and principal risks
(page 51).
These processes have been in place for the full financial year up to the
date on which the financial statements were approved by the Board.
The systems are designed to mitigate, rather than eliminate, the risk of
failure to achieve business objectives and provide reasonable, but not
absolute, assurance against material misstatement or loss.
For the full statement of Directors’ responsibilities see
page 138.
91Croda International Plc Annual Report & Accounts 2023
Nomination Committee report
Report of the Nomination Committee
I am pleased to present the Nomination Committee report for the year
ended 31 December 2023.
Main activities and priorities in 2023
Board changes
A key focus in 2023 was the search for a new Chair to succeed
me when I step down at the conclusion of this year’s AGM. After
a comprehensive selection process led by the Senior Independent
Director, the Board decided to appoint Danuta Gray to succeed me
and to help steer Croda through this next phase. Danuta joined the
Board as a Non-Executive Director in February and will be appointed
as Chair at the conclusion of the AGM in April 2024. The selection
process was led by Jacqui Ferguson in her capacity as Senior
Independent Director with the whole Board engaged in the process
throughout. The independent specialist executive search consultant
Egon Zehnder (EZ) was appointed to assist the Committee with the
process. EZ is a signatory to the Voluntary Code of Conduct for
Executive Search Firms, and has no other connection with Croda
or its individual Directors. See page 96 for further information on the
Chair selection process.
In April, we welcomed Chris Good to the Board as an independent
Non-Executive Director. Chris’s deep understanding of the consumer
care industry and in particular his insights into beauty care markets and
consumers are of great value to Croda and the Board. His appointment
strengthens the consumer care knowledge and experience around the
Board table and supports Croda’s continued transition to a pure play
Consumer Care and Life Sciences business. Helena Ganczakowski
retired from the Board at the conclusion of the AGM in April and on
behalf of the Committee and the Board I would like to thank Helena
for her outstanding contribution to the Board, both as Remuneration
Committee Chair and Senior Independent Director, for her insight and
support. Jacqui Ferguson has taken on the role of Senior Independent
Director, in addition to her role as Remuneration Committee Chair.
In December we announced that our CFO, Louisa Burdett, would be
leaving Croda in June 2024 having accepted another role as CFO. We
are sorry that Louisa is leaving but she has our very best wishes when
she departs this summer. A search for her replacement is underway.
The process for Board appointments is led by the Nomination
Committee which makes recommendations to the Board for approval.
It is the Nomination Committee’s responsibility to keep Board
composition under review, including Director independence and
tenure. During the year the Committee reviewed the composition and
skills of the Board using the skills matrix on page 95 as well as taking
into account recent and likely future Board changes. Following review,
it decided to initiate a search for an additional Non-Executive Director
with recent and relevant financial experience to further strengthen the
composition of the Audit Committee. The Committee is using an
external search firm to assist in this process and we will report on the
outcome of this process in due course.
Keith Layden’s and my own appointment were considered by the
Committee. My term was extended up to the 2024 AGM and Keith’s
for another year. This is in line with the Nomination Committee policy
that once a Non-Executive Director has served six years, any extension
to their term is on a year by year basis.
“This year the Committee spent significant
time searching for a new Chair of the
Board. After a comprehensive selection
process led by the Senior Independent
Director, the Board decided to appoint
Danuta Gray to succeed me and to help
steer Croda through this next phase.”
Dame Anita Frew DBE
Chair of the Nomination Committee
For details of meeting attendance during the course
of the year see page 88
For more details on the search process for our new
Chair see page 96
The Committee’s terms of reference are reviewed annually and
can be found in the governance section at www.croda.com.
Croda International Plc Annual Report & Accounts 202392
Governance
Diversity and inclusion
As a global organisation, we aim to recruit talented people that reflect
the diverse nature of the countries in which we operate. We value the
unique contributions that each employee brings to our business, and
we are committed to creating an inclusive work environment where all
our employees can fulfil their full potential. Diversity at Board level and
throughout the organisation provides a broad range of perspectives,
supporting the achievement of our strategy and contributing to our
success and the Board views all aspects of diversity as important
considerations when reviewing its composition. Our Board Diversity
Policy, a copy of which is available in the corporate governance
section at www.croda.com, is reviewed regularly and confirms our
commitment to meeting or exceeding the target set by the FTSE
Women Leaders and Parker reviews and our current Board
composition exceeds the targets recommended.
We are also pleased to report on the new Board diversity targets
introduced in the Listing Rules in 2022. Our chosen reference date
is 31 December 2023 and, as at that date, the Company had met
all three of the Board diversity targets of having 40% women on the
Board, at least one ethnic minority director on the Board and having
a woman in at least one senior Board role. We exceed all these
requirements with a fully gender balanced Board, two Board members
from ethnic minority backgrounds and three women in the senior
Board positions of Chair, Senior Independent Director and Chief
Financial Officer. Since the reference date, Danuta Gray was appointed
to the Board as Chair designate and following Danuta’s appointment,
we continue to meet all three of the new Board diversity targets. We
have not set any targets for senior management, but this is something
we will be considering. In line with the new Listing Rule disclosure
requirements, more detailed information relating to the gender and
ethnic diversity of Croda’s Board and Executive Committee can be
found in the tables on page 94.
As at 31 December 2023, the gender balance of the Executive
Committee and senior management teams (direct reports to the
Executive Committee) stood at 39% female. We continued to increase
the diversity of our leaders below Board and Executive Committee
level. 40% of our Senior Leadership Group (comprising 36 of our most
senior employees) are female, with the Senior Leadership Group made
up of employees across 12 nationalities. While appointments at all
levels will continue to be made based on skill and ability, all forms of
diversity are key to ensuring that we have the right mix of backgrounds,
knowledge and experience to meet our future business needs.
Although there continues to be work to do to create further diversity
and gender balance in the underlying management teams, diversity
and inclusion is central to succession planning discussions and critical
to the long-term sustainable success of our business.
Succession planning
The Committee and the Board oversaw the introduction of a new
Group organisational structure with all regional teams reporting into
Consumer Care and Life Sciences to simplify business processes
and ways of working. Some changes were made to the Executive
Committee with the team reducing from ten to eight as regional
delivery and central research were absorbed into each business.
Sandra Breene was appointed as President Consumer Care and
Daniele Piergentili continued in his role as President Life Sciences.
Anthony Fitzpatrick will take on the expanded role of President
Corporate Development and Industrial Specialties, Mark Robinson will
continue in his role as President Operations and Michelle Lydon will
continue as President Human Resources. Tom Brophy, our Group
General Counsel and Company Secretary, was also appointed as
President Sustainability. The restructuring also provided opportunities
in the underlying management teams for several individuals identified
through the organisation’s review of talent and succession process.
Director induction
All Directors receive a comprehensive induction programme. This is
tailored through discussion with the Chair and the Company Secretary
and considers existing expertise and any Committee roles. All new
Directors are given access to our electronic Board papers which
provide easy access to key documents. Chris Good joined the Board
in April and his induction started immediately to ensure that he had an
understanding of our Purpose, the environment in which we operate
and our core business activities as soon as possible. Further
information on Chris’ induction programme is on page 97. During 2024
the Company Secretary will be working closely with Danuta Gray on a
comprehensive induction programme for her role as Chair of Croda.
Other activities of the Committee
The Committee reviewed the time commitment of the Non-Executive
Directors which is assessed before appointment and on an annual
basis thereafter. The Committee was satisfied that all the Non-
Executive Directors remain able to commit the required time for
the proper performance of their duties.
The Committee considered and concluded that, except for Keith
Layden, all the Non-Executive Directors continue to fulfil the criteria
of independence. As Keith was formerly an Executive Director of the
Company, he is not currently considered to be independent.
This year’s annual Committee evaluation was externally facilitated by
Heidrick & Struggles who have no other connection with the Company
or individual Directors. The evaluation confirmed that the Nomination
Committee was effective and well led with strong operating
mechanisms. The very thorough and robust process led by the Senior
Independent Director to find a successor for the current Chair was
highlighted. See page 89 for further information on this year’s Board
evaluation and page 96 for the Chair selection process.
Looking ahead, the focus will be on the handover and transition
to Danuta as the new Chair and to ensure an effective induction
programme to support this. We will continue with the search process
for a new CFO and a Non-Executive Director to ensure that the Board
maintains an appropriate balance of skills, experience, knowledge
and diversity.
Dame Anita Frew DBE
Chair
93Croda International Plc Annual Report & Accounts 2023
Nomination Committee report continued
Nomination Committee overview
Responsibilities
The Committee is responsible for nominating candidates for
appointment to the Board for approval by the Board, and
for succession planning. It evaluates the balance of skills,
knowledge, experience and diversity on the Board.
Key responsibilities
To regularly review the structure, size and composition,
including the skills, knowledge, experience and diversity,
of the Board and make recommendations for any changes.
To give full consideration to succession planning for
Directors and other senior Executives, taking into account
the challenges and opportunities facing the Company and,
consequently, what skills and expertise the Board will need
in the future.
Where a Board vacancy is identified, to evaluate the balance of
skills, knowledge, experience and diversity on the Board, and
prepare a description of the role and capabilities required for
the respective appointment.
To identify and nominate candidates to fill Board vacancies,
for the approval of the Board, as and when openings arise.
To keep the organisation’s leadership needs, both Executive
and Non-Executive, under review to ensure that the Company
continues to compete effectively in the marketplace.
To review annually the time required from a Non-Executive
Director and the Chair to fulfil their duties.
To make recommendations on succession planning for
the Board.
Key focus areas
Board appointments – Reviewed the updated Board skills and
experience assessment and led the recruitment process for a
new Chair and Non-Executive Director.
Succession planning – Assessed the changes to the Executive
Committee and senior leadership teams in relation to the new
organisational structure with all regional teams, including sales,
R&D, marketing, customer service and manufacturing,
reporting into Consumer Care and Life Sciences to simplify
how we work.
Governance – Ensured compliance with key governance issues.
The Committee’s terms of reference are reviewed annually and
they can be found in the governance section at www.croda.com.
Details of attendance at the meetings during the course of the
year can be found on page 88. When it is appropriate to do so
members of the Executive Committee attend meetings on
request of the Chair of the Committee.
Time allocation
Governance
10%
Succession
planning
20%
Board
appointments
70%
As at 31 December 2023, the Board met all of its own diversity targets, as well as the targets set out in the FCA’s new Listing Rule requirements.
Numerical diversity data, in the format required, is outlined below as at 31 December 2023. The Company has collected the data on which the
tables below are based by the individuals concerned self-reporting their data on being asked about their ethnicity and gender.
Gender identity/sex of members of the Board and Executive Committee as at 31 December 2023
Number of
Board members
Percentage
of the Board
Number of
senior Board
positions (CEO,
CFO, SID, Chair)
Number in
executive
management
Percentage of
executive
management
Men 5 50% 1 6 60%
Women 5 50%
3 4 40%
Not specified/prefer not to say 0 0% 0 0 0%
Ethnic background of members of the Board and Executive Committee as at 31 December 2023
Number of
Board members
Percentage
of the Board
Number of
senior Board
positions (CEO,
CFO, SID, Chair)
Number in
executive
management
Percentage of
executive
management
White British or other White (inc. minority white groups) 8 80% 4 10 100%
Mixed/multiple Ethnic Groups 1 10% 0 0 0%
Asian/Asian British 1 10% 0 0 0%
Black/African/Caribbean/Black British 0 0% 0 0 0%
Other ethnic group including Arab 0 0% 0 0 0%
Not specified/prefer not to disclose 0 0% 0 0 0%
Croda International Plc Annual Report & Accounts 202394
Governance
Board composition dashboard information
as at 31 December 2023
Board balance
Ethnic diversity Age Tenure
Non-minority
ethnic
background
8
Minority
ethnic
background
2
40-49yrs
1
60-69yrs
4
50-59yrs
5
>6yrs
3
3-6yrs
3
0-3yrs
4
Gender balance
Board of Directors Senior management All employees
Female
50%
Male
50%
Female
39%
Male
61%
Female
40%
Male
60%
Board skills and experience assessment
General – skills/experience required
for FTSE 100 Boards
Strategy

Governance and risk

Remuneration

Finance/accounting

Croda – skills/experience required from the majority
of global speciality chemical company boards
Safety

Operations

Sustainability

International and emerging markets

Emerging markets (‘in country’ living and working
experience)

Experience as a CEO

M&A

Croda – skills/experience required from Croda’s Board
Consumer Care (Personal Care and F&F)

Life Sciences

Crop/agriculture

Marketing

Digital

Innovation

Technical (including Biotech)

Entrepreneurial

Key

the Board has the appropriate amount of skill/experience
in this area

the Board would benefit from additional skill/experience
in this area
the Board does not have the required skill/experience
in this area
2024 2025
3 years 3 years
9 years
6 years
9 years
2026
3 years
2029
6 years 6 years
20302027
6 years
9 years
2028
6 years
9 years
2032
9 years
2031
9 years9 years
Key
John Ramsay Anita Frew
Julie Kim Jacqui Ferguson
Keith Layden Roberto Cirillo
Chris Good Nawal Ouzren
Non-Executive Directors’ tenure
The Committee reviews the tenure and succession plans for the
Non-Executive Directors annually. The focus in 2024 will be the
search for a new CFO to replace Louisa Burdett and an additional
Non-Executive Director.
indicates where metrics have been assured (limited assurance) under ISAE (UK) 3000 and ISAE 3410 by KPMG, our independent assurance provider and reflects
the position for the year ending 31
st
December 2023. See www.croda.com/sustainability for details.
95Croda International Plc Annual Report & Accounts 2023
Chair of the Board selection process
Background
As Dame Anita Frew approached her ninth year on the Board,
in 2023 a search commenced for her successor. Following
a selection process involving five search firms, the Company
appointed Egon Zehnder (EZ), an independent specialist
executive search consultant to assist with the process. EZ has
no other connection with the Company and has signed up to the
diversity Voluntary Code of Conduct for Executive Search Firms.
Helena Ganczakowski as the Senior Independent Director and
subsequently Jacqui Ferguson who succeeded Helena as Senior
Independent Director, led the process.
Board discussion
Following individual discussions by EZ with each Board member,
a set of objective criteria were defined, including the experience,
leadership competencies and personal and cultural attributes
required to fulfil the role of Chair and meet the requirements of
Croda in the future.
Nomination Committee process
The Nomination Committee appointed a sub-committee,
comprising Helena Ganczakowski, Jacqui Ferguson, Roberto
Cirillo, Keith Layden and John Ramsay, to focus on the search
and selection process. The sub-committee met regularly and
reported back to the Nomination Committee.
Based on the role specification and having regard to the Board
Diversity Policy, a longlist of potential candidates, from both the
UK and overseas, was identified. Following an evaluation in
relation to the assessment framework of potential, personality,
leadership and experiential fit, seven candidates were selected
for stage one interviews with EZ and Helena and Jacqui.
Five candidates were then invited to proceed to a stage two
interview with the rest of the members of the sub-committee.
Two final candidates were then invited to proceed to stage
three of the selection process, which included interviews with
Non-Executive and Executive Directors, the Chair and the
President Human Resources. The candidates also visited
Croda’s offices and laboratories in Cowick where the candidates
met with members of the Executive Committee and their senior
teams, enabling them to gain first hand insight into Croda and
its culture.
Nomination Committee and Board approval
Following detailed due diligence and feedback carried out by
the Nomination Committee, it was determined that Danuta Gray
possessed the required skills and experience to carry out the role
and that she would bring sound leadership to Croda. She was
considered the ideal candidate to promote the long term success
of the Company for the benefit of all stakeholders and the Board
approved her appointment as a Non-Executive Director with effect
from 1 February 2024 prior to becoming Chair at the conclusion of
the AGM in April 2024.
Jan – Feb 2023
Identify
Candidate profile agreed
Nomination sub-
committee appointed
Candidate longlist
provided by EZ
Mar – June 2023
Interview
Interviews with potential
candidates
July 2023
Assess
Two candidates selected
for final shortlist
Shortlisted candidates
visited Cowick
Final interviews held
Aug – Sept 2023
Select
Assessment of
shortlisted candidates
Recommendation to the
Board on preferred
candidate
Feb 2024
Appoint
Danuta Gray’s
appointment as a
Non-Executive Director
and Chair designate
effective 1 February 2024
“I am delighted that the comprehensive
search process for our next Chair has
resulted in the appointment of Danuta.
Danuta is a highly experienced Non-
Executive Director and Chair with a
deep understanding of growing
consumer focused and high
technology businesses in international
markets. She has served on the
Boards of a variety of listed companies
and her depth of Boardroom
experience and strong understanding
of UK governance will be of enormous
benefit to Croda.”
Jacqui Ferguson
Senior Independent Director
Nomination Committee report continued
Croda International Plc Annual Report & Accounts 202396
Governance
Croda induction
Chris Good’s induction
The Company provides new Directors with a comprehensive
induction programme tailored to their experience, background
and relevant Committee membership.
Chris Good joined the Board in April and his induction started
immediately. He met with our corporate advisers and received
briefings on the role and responsibilities of being a UK listed
Company Director and matters relevant to his Committee roles.
New Directors are encouraged to engage with the business and
Chris met and heard from members of the Executive Committee
and their teams responsible for the delivery of the Group’s
strategy and key business operations. This enabled him to gain a
deeper understanding of our Purpose, the environment in which
we operate and our core business activities. He also visited a
number of our sites both in the UK and overseas, including
Rawcliffe Bridge and our Centre of Excellence in Goole, as well
as sites in Singapore, France, Denmark, Mevisa and the US
where he was able to observe our operations in action and meet
colleagues to gain further insight into our culture and business
operations. In the USA Chris also attended meetings with some
of our key customers to better understand the challenges faced
in the current business environment.
As the new Chair of the Sustainability Oversight Committee,
Chris held a number of deep dive sessions with the Group
Sustainability team and sustainability experts in the business,
as well as attending external training and networking sessions in
relation to sustainability. This has enhanced his knowledge and
understanding of our sustainability strategy framework and how
our Purpose is embedded into our culture, with our ambition to
be the most sustainable supplier of innovative ingredients and our
Commitment to be Climate, Land and People Positive by 2030.
Danuta Gray’s planned induction programme
The programme is structured to provide the information needed to engage in Board meetings in the same way as for other Non-Executive
Directors joining the Board and then further expanded to develop the oversight required as Chair. In addition to time spent with senior
management to understand areas of focus, time will be scheduled with Anita Frew in the three months prior to her retirement to gain her
insights as Chair.
Areas to be covered in the Chair’s induction programme
Area of focus Description
Nature of Croda, its businesses
and its markets
Group strategy including sustainability
Business model and KPIs
Market sectors
Competitors and market analysis
Culture Culture and values including safety
People priorities
Croda’s approach to reward
Croda’s main relationships Major shareholder views
Customers
Key company advisers
Corporate governance Croda’s governance framework Stakeholder engagement
Finance and treasury Financial reporting and dividend policy
Budgeting
Funding sources and credit rating
Risk Risk management and internal control
procedures
Information technology and cyber risk
“I received a comprehensive and tailored induction that provided
me with the knowledge and information I needed as a first time
Non-Executive Director and clarity on the key issues facing the
Group, all of which was incredibly insightful. It was great to hear
first-hand from a wide range of colleagues about the Group’s
operations and I was particularly keen to listen to our customers
and gain a deeper understanding of our relationship with them.
I have been made to feel very welcome by the Board and all my
Croda colleagues, and the induction has enabled me to hit the
ground running and participate fully in Board and Committee
meetings. I already knew that Croda was a truly sustainable
company but to see a range of the projects in action has
been invaluable.”
Chris Good
Non-Executive Director
97Croda International Plc Annual Report & Accounts 2023
Report of the Sustainability
Oversight Committee
I am pleased to present our first Sustainability Oversight
Committee report.
Following a number of discussions by the Board, the Audit Committee
and Croda’s sustainability team during 2023, the Board established
the Board level Sustainability Oversight Committee. The Committee’s
support will be critical as the Group seeks to deliver on its
sustainability leadership ambitions, manage climate and nature related
risk, and navigate an increasingly complex and comprehensive ESG
regulatory environment.
The Board approved the Committee’s terms of reference (which can
be found in the governance section at www.croda.com) and agreed
that the responsibilities of the Sustainability Oversight Committee
would be strategically focused, with the Audit Committee providing
assurance on the accuracy and reliability of the Group’s sustainability
disclosures through the oversight of the control environment in relation
to data and information used in support of such disclosures.
Committee membership
The Committee comprises myself as Chair and Jacqui Ferguson,
Keith Layden and Nawal Ouzren as members. All other Directors are
invited to attend Committee meetings, as are the CEO, CFO, Chief
Sustainability Officer and the Group General Counsel, Company
Secretary and President Sustainability.
Key responsibilities
Croda’s sustainability strategy will continue to be developed by the
Executive Committee and approved by the Board with the role of the
Sustainability Oversight Committee to:
Monitor the execution and implementation of the sustainability
strategy, including performance against KPIs
Monitor compliance with sustainability policies, regulations and
best practice
Support the Board by considering in more depth the Group’s
principal sustainability risks and opportunities
Oversee communication of the Group’s sustainability activities,
including review of the sustainability reporting in the Annual Report
Provide input to the Board and other Board Committees on
sustainability matters as required
Complementing the Committee’s role, the Audit Committee will
continue to be responsible for overseeing the assurance programme
of Croda’s sustainability commitments and the Remuneration
Committee will continue to be responsible for monitoring and
approving sustainability linked performance metrics as well as the
alignment of senior executives’ individual objectives with Group
sustainability goals. Cross Committee representation and collaboration
will continue to provide a link between all the Board Committees and
to ensure alignment.
“At Croda, we recognise the fundamental
importance of taking action to drive
progress against our sustainability
leadership agenda. The establishment
of the Board Sustainability Oversight
Committee reflects the Board’s continued
commitment and focus in this area.”
Chris Good
Non-Executive Director
Detailed responsibilities are set out in the Committee’s terms
of reference. They can be found in the governance section at
www.croda.com.
Sustainability Oversight Committee
For more information on the Board’s focus on sustainability
see page 77
Croda International Plc Annual Report & Accounts 202398
Governance
Specific focus areas in 2024
Looking ahead, the Committee has identified the following areas of
focus for 2024:
Review disclosures in the Sustainability Impact Report and the
Annual Report including TCFD disclosures
Assess performance and progress of Group sustainability targets
and metrics
Monitor Group compliance with sustainability regulations including
key developments and trends
Oversee delivery of the Group’s sustainability strategy, sustainability
targets and metrics, and resources allocated to strategy delivery
Build Board competency through recent sustainability related
thought leadership as well as deep dives into nature and
ecosystems impacts.
I look forward to continuing to lead this Committee and developing its
important role in Croda’s sustainability governance framework in 2024
and beyond.
Chris Good
Non-Executive Director
We are organised to deliver on our Commitment to become Climate, Land and People Positive by 2030
Executive
Committee
Sustainability
Committee
Group
Sustainability
Team
Non-financial
reporting
Consumer
Care
Life
Sciences
Board
Board Sustainability
Oversight Committee
Board – Responsible for setting
the Group’s sustainability
strategy and monitoring
effective delivery and
achievement of objectives.
Reviews sustainability risks
and opportunities as part of
its risk reviews. Oversees
stakeholder engagement.
Board Sustainability Oversight
Committee – Oversees and
monitors implementation of the
Group sustainability strategy,
including performance against
KPIs. Supports the Board by
considering in more depth the
Group’s principal sustainability
risks and opportunities and
oversees compliance with
sustainability regulations and
best practice.
Executive Committee
– Responsible for the
development and delivery of the
Group sustainability strategy and
defines objectives, targets and
KPIs to track performance.
Sustainability Committee
– Provides support and
guidance to the Executive
Committee on climate and
sustainability-related matters.
Engages with key stakeholders
and monitors sustainability
related leadership reputation.
Group Sustainability Team
– Responsible for non-financial
reporting and compliance with
regulations. Provides subject
matter expertise and work with
the business-led sustainability
teams to identify sustainability
related risks and opportunities.
99Croda International Plc Annual Report & Accounts 2023
Report of the Audit Committee
Dear fellow shareholder,
Report of the Audit Committee for the year ended
31 December 2023
I am pleased to present the Audit Committee report for the year ended
31 December 2023. This report provides shareholders with an
overview of the work undertaken by the Committee and the key areas
considered when monitoring the integrity of the Group’s financial
reporting and the effectiveness of its system of internal control and risk
management processes.
During the year, I received regular updates from the CFO, the wider
global finance team, KPMG’s Lead Audit Partner and the VP Risk and
Assurance. The dedication and commitment from the Croda executive
management team, the audit teams and Croda employees have once
again delivered high-quality and robust audit processes.
In December we announced that our CFO Louisa Burdett will be
leaving the business in June 2024. Louisa is leaving with our best
wishes and a search for her successor is in hand, a process that
is well underway and one in which I am heavily involved.
Committee membership and attendance
The Committee at the end of the year comprised six independent
Non-Executive Directors. The experience of each Board member is
outlined on pages 72 to 73. The Board considers that all members
of the Audit Committee have the appropriate and relevant level of
experience in financial matters as well as a diverse and broad range
of competence relevant to the sector focus and the future strategic
direction of the Group.
These skills and my own experience of over 30 years in international
finance and extensive experience as an audit committee chair provide
the Board with assurance that the Committee has the appropriate
skills and breadth and depth of experience to ensure that it can be
fully effective. Nevertheless a further Non-Executive Director is being
sought for the Audit Committee who also has financial and accounting
expertise. It also meets the Code requirement that at least one member
has significant, recent and relevant financial experience.
The Chair of the Board, Keith Layden (a Non-Executive Director), the
Group Chief Executive, the Chief Financial Officer, the Group Financial
Controller, the VP Risk and Assurance (who leads the internal audit
function) and representatives from the external and internal auditors
attend the meetings by invitation.
The Committee met five times during the year and has met twice
since the financial year end with each meeting agenda including a
range of topics across the Committee’s areas of responsibility. The
Committee works to an agreed structured programme of business
and meetings to coincide with key events around our financial calendar
and, on behalf of the Board, to provide oversight of the Group’s risk
management and internal control process. I report formally to the
Board on the Committee’s activities after each meeting.
To ensure the work of the Committee remains focused on the key and
emerging issues, I regularly meet and speak separately with the CFO,
the Group Financial Controller, the VP Risk and Assurance and the
internal and external auditor. Meetings without the Executive Directors
present are also held with the internal and external auditors to facilitate
open dialogue and assurance. Before each Committee meeting, I also
meet with the external auditors, the Group Financial Controller and the
VP Risk and Assurance and before most meetings with the CFO to
discuss control and compliance issues generally and specifically the
detail of the year end and half year results, accounting judgements and
disclosures. This helps me to ensure there is a shared understanding of
the key issues, technical matters and judgements and to make sure
sufficient time is devoted to them at the meetings.
“The Committee thanks the executive
management team, the audit teams and
Croda employees across the Group for
their dedication and commitment to
maintaining high standards of internal
control and risk management in the
current challenging market environment.”
For details of meeting attendance during the
course of the year see page 88
For details of the key focus areas for 2024
see page 104
John Ramsay
Chair of the Audit Committee
Audit Committee report
Detailed responsibilities are set out in the Committee’s terms of
reference which are reviewed regularly. They can be found in the
governance section at www.croda.com.
Croda International Plc Annual Report & Accounts 2023100
Governance
Committee activity in 2023
The Committee’s core activities, as well as the additional focus areas,
and an estimate of the proportion of time spent on them, are:
Financial reporting (25%)
The Committee:
Monitored the Group’s financial statements and results
announcements, including the Annual Report and the interim
statement, and with support from the external auditor, reviewed
those items in the Group’s financial statements that were material
to our reporting. The Committee challenged management on the
statements and the underlying accounting judgements, including
goodwill impairment considerations, acquisition and hedge
accounting considerations for the Solus Biotech acquisition and
hyperinflationary accounting considerations. Following its review,
and after considering the evidence and accounting papers provided
by management, the Committee was satisfied with the explanations
provided. Consideration was given to the appropriateness of
accounting policies, critical accounting judgements and key
sources of estimation of uncertainty. Recommendations were
made to the Board supporting the half and full-year accounts
and financial statements.
Monitored the Group’s financial performance and ensured that
management’s judgements and estimates remained reasonable
and prudent considering the two unscheduled trading updates
issued in 2023.
Reviewed the Group’s external reporting framework and use of
Alternative Performance Measures (APMs) and the updated and
new definitions to assess ongoing appropriateness. The Committee
was satisfied that the APMs reviewed were consistent with market
practice of both the peer group and wider FTSE 100 companies,
and that disclosures and reconciliations to statutory measures
were appropriate.
Reviewed consideration given by management relating to various
Financial Reporting Council (FRC) thematic reviews and guidance
for financial reporting.
Assessed the impairment testing reviews on goodwill balances on
the Group’s balance sheet and was satisfied with the output of the
reviews. In conjunction with the Board, challenged management
on the assumptions and forecasts behind the financial modelling
and stress testing conducted for the going concern assessment.
A recommendation was made to the Board to support the going
concern statement. Further information can be found on page 157.
Reviewed the viability assessment process undertaken in support
of the long-term viability statement, based on severe but plausible
scenarios (including different combinations of scenarios) arising from
key risks and their impact on headroom and debt covenants. The
Committee challenged the assessment period, assumptions and
calculations in the modelling and scenarios, noting the effect they
would have during the viability period and was satisfied that they
were robust and well thought through. The Committee also
considered and was satisfied with the appropriateness of the
three-year period for assessing the viability and the severity of the
stress-testing scenarios. A recommendation was made to the Board
to support the long-term viability statement. Further information can
be found on page 58.
Undertook regular reviews of the Group’s litigation. The Committee
receives reports twice a year from the Group General Counsel,
Company Secretary and President Sustainability and was satisfied
with the approach to provisioning and disclosure.
Reviewed the accounting treatment of the Solus Biotech acquisition,
including the purchase price allocation, the identification of cash
generating units (CGUs) and the appropriateness of the foreign
exchange hedge accounting applied to the acquisition. Impairment
is not considered to be a key area of focus despite low headroom
on the basis it is trading in line with expectations post-acquisition.
Audit Committee overview
Responsibilities
The Committee assists the Board in ensuring that the Group’s
financial systems provide accurate and up to date information on
its financial position.
Key responsibilities
To monitor the integrity of the financial statements and results
announcements of the Group and to review significant financial
reporting issues and judgements.
To recommend external auditor appointment and removal,
assess audit quality, consider and approve the audit fee,
assess independence, monitor non-audit services and be
responsible for audit tendering.
To review the adequacy and effectiveness of the Group’s
internal controls and risk management systems, and
the adequacy, effectiveness and output of the internal
audit function.
To review the adequacy of the Group’s whistleblowing
arrangements and procedures for detecting fraud.
Time allocation
Specific focus
areas for 2023
15%
Internal audit and
risk management
25%
Financial reporting
25%
Governance
10%
External audit
25%
Specific focus areas in 2023
Continue to maintain focus on cyber security and the delivery
of projects identified in the information security strategy.
Maintain focus on monitoring the impact of major business
change programmes on Croda’s risk and control environment.
Monitor progress of control framework changes resulting from
UK corporate reform.
Review management’s oversight and monitoring of quality
controls within the Pharma business.
See page 103 for progress on these areas
101Croda International Plc Annual Report & Accounts 2023
Audit Committee report continued
Reviewed and approved the response to the FRC request for
information from its review of the Group’s 2022 Annual Report as
part of its routine monitoring of corporate reporting, specifically to
clarify whether the Group’s UK defined benefit pension scheme was
open to future accrual and how the Company expected to recover
the scheme surplus through reduced future contributions. We were
able to confirm that the UK scheme remains open to new members
and future service accrual, clarifying that the surplus can be
recovered through a reduction in future service contributions.
We agreed to update our disclosures to make it clearer that the
UK scheme remains open to future accrual and to new members.
The letter also included suggestions concerning areas where the
FRC believes users of the accounts would benefit from minor
improvements to the Group’s existing disclosures. Our response
enabled the FRC to close its enquiries. The FRC review is limited
to the 2022 Annual Report, and it does not benefit from detailed
knowledge of our business or an understanding of the underlying
transactions entered into. Accordingly the review and comments
received from the FRC provide no assurance that the Annual Report
is correct in all material respects.
Received presentations from the divisional Finance Directors of Latin
America and Life Sciences which enabled the Committee to gain
confidence in the depth of finance capability employed in the
divisions as well as providing different perspectives and insights.
Governance (10%)
The Committee:
Reviewed the effectiveness of the Group’s anti-bribery and fraud
procedures, including those for whistleblowing. The Committee
received a report on the independent investigations that had been
conducted in response to concerns raised under the whistleblowing
and fraud policies and was satisfied with the conclusions, including
follow-up actions. The Committee also reviewed a summary of the
controls in place to mitigate the risk of fraud in the Group, along
with a bottom-up fraud risk assessment prepared by management.
The Committee was satisfied that the ethics and fraud programmes
were effective.
Undertook an external evaluation of the Committee’s effectiveness.
Information on the evaluation process can be found on page 89.
The results of the review concluded that the Committee continued
to be effective.
Compared its remit favourably with the FRC’s recently published
‘Minimum Standards for Audit Committees’.
Reviewed the Committee’s terms of reference and confirmed that
the role and responsibilities of the Committee are aligned with the
2018 UK Corporate Governance Code. Minor changes were made
to confirm the Committee’s assurance and monitoring role in relation
to the Group’s sustainability disclosures.
Undertook its annual legal and compliance review of the corporate
governance and regulatory requirements of the Committee,
concluding that it was in full compliance with the 2018 UK Corporate
Governance Code and other corporate governance requirements.
Completed its annual review of the Group’s tax compliance policy
and risks relating thereto. No significant updates were required.
The policy is available at www.croda.com.
Considered the impact of the retraction of UK corporate reform
legislation on Croda’s preparation for the expected changes
to legislation:
The Committee agreed that the work to enhance control design
by standardising and leveraging automation should continue,
as this would provide the benefit of improving visibility of control
performance through consistent and accessible control evidence,
which will be underpinned by the implementation of a new
Integrated Risk Management system in 2024.
Work will continue on scoping ‘material information’ in relation
to sustainability reporting given its strategic importance to Croda
to ensure that reported sustainability information is materially
accurate. The scoping work around ‘double materiality’ (impact
and financial materiality) is also required under upcoming
Corporate Sustainability Reporting Directive (CSRD) legislation.
Even though the proposal for a Fraud Statement was withdrawn,
given the introduction of legislation regarding ‘failure to prevent
fraud’, work in this area will continue. See page 53 for details
on what has been done in 2023.
Although the Company will no longer need to publish an Audit
Assurance Policy, the Committee believes it will be of value to
Croda’s risk management programme to produce a
comprehensive assurance map, which will allow a better
assessment of the level of assurance currently in place, and
gauge the appetite for more or less assurance over specific risks.
The proposal to publish a resilience statement was withdrawn.
Given the continued requirement for the Company to publish
long-term viability and going concern statements, the Committee
agreed that publication of a resilience statement would not add
additional value to Croda’s stakeholders.
Monitoring the introduction of the revised corporate reforms will
continue to be a focus area for the Committee in 2024.
External audit (25%)
The Committee:
Discussed and approved the external audit plan, including the
assessment of significant audit risks; the engagement risk profile;
the use of data analytics; the scope of the audit in terms of
coverage, the materiality level and the de minimis reporting
threshold; the co-ordination of external audits; and the key members
of the engagement team. The Committee monitored the progress
made by the statutory audit team against the agreed plan and
discussed issues as they arose.
Discussed and approved the increase to the external audit fee.
Information on the audit fees can be found in note 3 on page 166.
Agreed with the auditor that there should be sufficient focus on
areas of particular concern to the Committee (e.g. the acquisition
of Solus Biotech and carrying value of goodwill in respect of the
Flavours CGU).
Reviewed in-depth a range of indicators to judge the overall audit
quality as described in the auditor effectiveness considerations on
page 104. Received a report from the Lead Audit Partner to ensure
sustainable high levels of audit quality and the necessary prevailing
culture amongst staff.
Met with the auditor without management present. The Committee
considered the auditor’s views. There were no significant issues
to report.
Considered the independence and objectivity of the auditor. The
Committee confirmed the independence of the auditor as further
described on page 105.
Considered the effectiveness of the external audit process,
concluding that the audit was effective (see page 104) and a
recommendation was made to the Board on the re-appointment
of KPMG as auditor at the AGM.
Internal audit and risk management (25%)
The Committee:
Reviewed the internal audit planning approach and its link to the
Company’s strategic objectives and priorities, reviewed reports on
the work of the internal audit function from the VP Risk and
Assurance and monitored compliance with the Group risk assurance
programme. The Committee approved the internal audit plan and
the implementation of any resulting actions by management.
Croda International Plc Annual Report & Accounts 2023102
Governance
Discussed the results of the 2023 controls assurance internal
audits delivered by our co-source partner, PwC. The Committee
considered the adequacy of management’s response to matters
raised and challenged the timeliness in resolving such matters to
ensure management was focused on prompt implementation of
control improvements recommended by Internal Audit. The
Committee requested that the internal audit team continued to
monitor the completion rate.
Reviewed the results of internal audits on General Computer
Controls and Application Embedded Controls. The Committee
considered the adequacy of the suggested action plan to address
deficiencies identified at Iberchem, questioning the promptness in
resolving these issues to ensure that management prioritises the
timely implementation of control enhancements recommended by
our co-source partner, PwC.
Discussed sustainability related non-financial KPIs and how the Audit
Committee and the Board could obtain visibility about the processes
and systems that underlie the KPI calculations. For more information
see page 68.
Approved the appointment of KPMG as the external assurance
partner to provide limited assurance of significant climate and
gender diversity KPIs following a competitive tender process.
Received assessments of several significant capital expenditure
projects against the Group’s project guidelines, following up
on areas requiring attention by the project teams as the
projects progressed.
Specific focus areas for 2023 (15%)
In addition to our core work, as set out in our terms of reference, we noted four specific focus areas for 2023, which absorbed the balance of the
Committee’s time.
Specific focus area Actions during the year Progress
Maintain focus on cyber security
and the delivery of projects
identified in the information
security strategy
Regular updates presented to the Committee on the execution of the Information Security
Programme and review of KPIs.
Cyber security internal audits covering technical vulnerability management and cyber
incident response undertaken, including the audit successfully passed by Croda China in
relation to the Multi-Layer Protection Scheme audit – a complex compliance environment
with maturing cyber, data and espionage laws.
Assessment of data privacy framework and policies undertaken by an external third party.
Ongoing – will
remain a focus
for 2024
Maintain focus on
monitoring the impact of
major business change
programmes on Croda’s
risk and control environment
Completion of three internal audit reviews of major capex projects for assessment against
the Group’s project guidelines.
The VP Risk and Assurance’s membership of key business change programmes provides a
comprehensive overview throughout the organisation, allowing for early detection of risks
which are reported through the risk management framework.
Ongoing – will
remain a focus
for 2024
Monitor progress of control
framework changes resulting
from UK corporate reform
Regular updates provided to the Committee on legislative developments and the
implications of the proposed reform on Coda’s control framework.
A formal project with a defined timeline was established to cover the four pillars of the
reform, Internal Controls, Fraud, Audit and Assurance Policy and Resilience Statement.
This was reviewed following retraction of UK corporate reform legislation in Q4.
Engagement with the FRC through workshops and responding to the consultation
on the proposed changes.
Ongoing – will
remain a focus
for 2024
Review management’s
oversight and monitoring
of quality controls within
the Pharma business
Completion by PwC of a quality management system (QMS) maturity assessment
specifically around pharmaceutical quality requirements, including Good Manufacturing
Practice (GMP) systems, which highlighted key risks and gaps with the current structure
and provided a roadmap to further develop and improve Croda’s Pharma QMS.
Engagement by external GMP experts on an assessment of Croda’s IT systems to evaluate
the current status and to coordinate the validation efforts with key stakeholders from the
relevant functions. The first phase of this engagement was completed with a satisfactory
outcome. An additional IT headcount was added to perform the required validations in SAP
on a continuous basis. Identified GMP requirements for future SAP system changes.
To be included in
future as part of
Board oversight
of quality risks
Continued to receive updates on IT security, particularly in relation to
the Operations Technology control environment. The Chief
Information Officer presented to the Committee to discuss strengths,
weaknesses and action plans as well as the findings of third-party
audits. The Committee received quarterly updates, including
progress against agreed KPIs, and challenged management on
the rate of progress on cyber security and asked management to
consider ways of accelerating the work. For more information see
the table below.
Assisted the Board in its assessment of the Group’s emerging and
principal risks. The Committee assessed the results of the 2022 risk
assurance activity carried out by internal audit and considered any
additional key risks as a result of acquisitions during the year. The
Committee reviewed and approved the 2023 internal audit plan and
scope of the peer reviews.
Met with the internal auditors without management present. There
were no significant issues identified.
Conducted its annual review of the effectiveness of the Group’s
internal audit function. The Committee concluded that the internal
audit team, supported by PwC resource, was effective.
Received a presentation summarising the bottom-up fraud risk
review undertaken during the year. This reinforced management’s
high-level risk assessment previously reported to the Committee
which indicated that processes and controls were generally well
designed to address fraud risks. See page 53 for more information.
Received a presentation on the Group’s updated Business
Continuity Plan framework and the planned risk based roll
out approach.
103Croda International Plc Annual Report & Accounts 2023
Audit Committee report continued
Looking ahead to 2024
In addition to our core business, the Committee has identified four
focus areas for 2024. We will:
Maintain cyber security as a focus area for 2024 given it remains a
principal risk.
Maintain focus on monitoring the impact of major business change
programmes on Croda’s risk and control environment.
Maintain UK corporate reform as a focus area for 2024 and monitor
progress of relevant control framework changes.
Oversee the development of internal controls over the production
and disclosure of non-financial information and oversee the provision
of external assurance in respect of that information.
Internal audit and risk management
I met with the VP Risk and Assurance several times during the year
outside of the formal meetings to discuss the performance and
output of the internal audit function and aspects of risk management.
The VP Risk and Assurance attended each Committee meeting and
presented an internal audit report that was reviewed and discussed
fully, highlighting any major deviations from the annual plan agreed
with the Committee.
At each meeting, the Committee considered the results of the audits
undertaken and the adequacy of management’s response to matters
raised, including the time taken to resolve such matters. Particular
focus was addressed to those areas where there was a major
divergence between the outcome of the internal audit and the
scoring of the self-assessment questionnaire, completed annually
by each business unit. In these instances, the Committee challenged
management as to what actions it was taking to minimise divergences
arising in the future.
In January 2024, the Committee conducted its annual review of the
internal audit function, including its approach to audit planning and
risk assessment, communication within the business and with the
Committee and its relationship with the external auditor. Senior
management feedback from sites, included in the 2023 audit
programme, is gathered by questionnaire to support this process.
Details on how the business monitors risk and how it implements
its risk management framework are set out on pages 51 to 53.
Committee evaluation
Through the annual Board evaluation process, see page 89, the
performance of the Committee was assessed and the output of
the evaluation was considered by the Committee in January 2024.
Overall, the evaluation concluded that the Committee was operating
effectively and was efficiently led by an experienced Chair. The overall
performance of the Committee and that of the Committee Chair were
both highly rated. Members were well prepared for meetings and
engaged in productive discussions with a healthy balance of support
and constructive challenge for executives.
Relationships between the Committee and Croda management were
considered very effective. Senior leaders attended meetings as
required which provided visibility into various business areas as well as
the opportunity to strengthen relationships. Meetings were well run and
adhered to a structured agenda and time frame with appropriate time
allowed for more in-depth discussions when required.
It was recognised that with the establishment of the Sustainability
Oversight Committee, there was a need for liaison between the two
Committee Chairs to ensure no overlap. The review highlighted the
opportunity to further diversify discussions to enhance consideration
of external factors such as AI, geopolitical risks and the broader
economic landscape.
External auditor’s effectiveness
During the year, the Committee assessed the effectiveness of KPMG
as Group external auditor. To assist in the assessment, the Committee
considered the quality of reports from KPMG and the additional
insights provided by the audit team, particularly at partner level. It took
account of the views of the CFO and Group Financial Controller, who
had discussed subsidiary component audits with local audit partners,
to gauge the quality of the team and knowledge and understanding
of the business. The Committee also considered how well the auditor
assessed key accounting and audit judgements and the way it
applied constructive challenge and professional scepticism in
dealing with management.
The Committee reviewed the output from a questionnaire completed
by senior members of the finance team to obtain their views on KPMG’s
effectiveness in carrying out the audit. The questionnaire covered:
Structure of the external audit team and their quality and approach.
The planning, delivery and execution of the audit.
The effectiveness of their reporting.
Effectiveness of communications between management and the
audit team.
Robustness of the audit, including the independence of the external
audit team and their ability to challenge management as well as
demonstrate professional scepticism and independence.
The external audit team’s judgement.
Scores were compared with previous years to understand trends and
highlight areas of improvement. The independence, team size, seniority
and expertise of the external audit team continued to be assessed
positively. Examples included that the senior team had dealt with
complex issues as they came up and were helpful in providing
feedback on technical accounting and disclosure issues. Regional
close-out meetings had been succinct and clear. Minor improvement
areas were noted, which included the need for clearer upfront planning
and effective communication on progress in some areas.
The Committee also reviewed a report produced by KPMG that
summarised the internal measures that KPMG used to assess audit
quality as well as responses to thematic areas identified by the FRC
that were relevant to the Croda audit. And as mentioned above, the
Committee received a report from the Lead Audit Partner on actions
undertaken by KPMG to improve audit quality following the FRC report
on the Carillion audit.
There were several quality interventions that attributed to the overall
audit quality and ensured independent challenge. These included the
use of specialists, audit consultations, a technical review, a second line
inflight review and finally an independent audit partner review.
Croda International Plc Annual Report & Accounts 2023104
Governance
External auditor’s independence
The Committee and the Board place great emphasis on the objectivity
of the Group’s external auditor, KPMG, in reporting to shareholders.
Our Group policy on the provision of non-audit services by external
auditors, which is on our website www.croda.com, sets out permitted
and prohibited non-audit services and the controls over assignments
awarded to the external auditor to ensure that audit independence is
not compromised and the provision of such services does not impair
the external auditor’s objectivity.
In 2023, non-audit fees were £0.3m, significantly less than the total
audit fees of £2.8m; the non-audit to audit fees ratio stands at 0.1:1.
The non-audit fees include the approved fees for carrying out a
limited assurance of significant climate and gender diversity KPIs
as noted earlier.
The Committee undertook its annual review of the Group’s policies
relating to external audit, including the policy that governs how and
when employees and former employees of the Group’s auditor can be
employed by the Company. No changes were made. The Committee
also reviewed and accepted KPMG’s independence letter which
annually confirms their independence and compliance with the FRC‘s
ethical standard. In conclusion, the Committee agreed that KPMG
were independent.
Croda is in compliance with the Statutory Audit Services Order 2014.
We undertook an audit tender in 2017 and the Board appointed KPMG
as external auditor. The first year to be audited by KPMG was the year
ended 31 December 2018. Subject to the continued quality and
effectiveness of the current auditor, we plan to re-tender ahead of a
2028 appointment. The current Lead Audit Partner, Ian Griffiths, was
appointed for the year ended 31 December 2021.
External auditor reappointment
As noted above, the Committee recommended to the Board that
KPMG be offered for re-election at the forthcoming AGM. I will be
available at the shareholder engagement event to respond to any
questions shareholders may raise on the Committee’s activities in
the year.
John Ramsay
Chair of the Audit Committee
Significant financial statement reporting items
The Committee, with support from the external auditor, reviewed
those items in the Group’s and Parent Company’s financial
statements that have the potential to significantly impact reporting.
These are set out below.
Goodwill impairment: The strategy of the Group includes
acquiring new technologies and businesses operating in adjacent
markets. As a result, goodwill represents a significant asset value
on the balance sheet of £937.9m out of total net assets of
£2,368.1m at 31 December 2023.
The Committee completed its annual impairment review of
the carrying value of goodwill, as prepared by management,
including the detailed sensitivity analysis to a number of underlying
assumptions, including the current macroeconomic outlook
and the broader consequences on the markets in which the
Group operates.
The Committee assessed the methodologies used and the
adequacy of the management disclosures. Particular attention
was given to the SIPO cash generating unit’s value in use model,
which demonstrated a £20.8m impairment versus its carrying
value as lower forecast sales and margin have reduced its future
value projection and the Flavours cash generating unit’s value in
use model based on its impairment in the prior year and low level
of headroom. The Committee reviewed the methodology adopted
to evaluate the risk of goodwill impairment. After challenge, the
Committee was satisfied that the assumptions were reasonable
and that no other impairments were necessary; however,
enhanced disclosure was agreed to be appropriate for the
Flavours cash generating unit, given the low headroom sensitivity
of the calculations to certain assumptions.
Pensions: The Committee monitored the Group’s pension
arrangements, in particular the funding of the defined benefit plan
in the UK, which are sensitive to assumptions made in respect of
discount rates, salary increases and inflation.
The Group engages external actuarial specialists. The Committee
reviewed the actuarial assumptions used and compared them
with those used by other companies. The external auditor also
challenged the benchmark assumptions applied and conducted
sensitivity analysis. Following their review, the Committee found
the assumptions to be reasonable.
Parent Company’s carrying value of investments in
subsidiaries and intercompany receivables: The Committee
considered the carrying amount of the Parent Company’s
investments in subsidiaries and intercompany debtors, held at
cost less impairment, representing 99% of the Parent Company’s
total assets (2022: 93%).
The recoverability of these balances is not considered
judgemental; however, they are the most significant component
of the Parent Company balance sheet and therefore require
additional consideration as part of preparing the financial
statements. This included comparing the carrying amount with
the respective subsidiary’s net asset value, profitability and cash
generation. After review, the Committee was satisfied that the
recoverability of these balances was acceptable, and no
impairments were necessary.
105Croda International Plc Annual Report & Accounts 2023
Report of the Remuneration Committee
A. Chair’s letter
On behalf of the Board and the Remuneration Committee, I am
pleased to present the Directors’ Remuneration Report for the year
ended 31 December 2023.
This year has been a challenging year for the Group, with a weaker
economic environment and customer destocking across consumer,
crop and industrial markets impacting financial performance. Despite
this, the Group continued to execute against the long-term growth
strategy, driving sustainable innovation and continuing to invest in
biotechnology, pharma expansion and capacity to support fast
growth in Asia. We also took the opportunity to evolve our
organisational structure, ensuring we are well positioned to
capture future growth opportunities.
As a knowledge-based business, attracting, developing and retaining
high-quality people throughout the organisation is key to our success.
The Committee believes that an effective reward structure, as part
of a wider employee engagement framework, plays a key role in the
continued achievement of the Group’s strategic objectives and in the
delivery of sustainable, profitable growth.
Last year we reviewed and updated our Remuneration Policy to ensure
alignment with Croda’s evolving ambition and were pleased to receive
94% votes in favour. The Remuneration Committee is not proposing
any changes to the operation of the policy in 2024, being satisfied with
the outcome of the review and operation of the policy in 2023, with
reward outcomes aligned with the shareholder experience.
As Chair of the Remuneration Committee, I would like to thank my
colleagues for their commitment and engagement throughout the year
and to welcome Chris Good as a new member of the Committee.
Remuneration out-turn for 2023
With a challenging trading environment in 2023, financial performance
was weaker, with sales of £1.7bn down by 19% and adjusted
operating profit of £320m down by 38%. Despite this, execution
against our strategy continued, ensuring we are positioned for
sustainable growth over the long term.
Under our senior annual Bonus Plan the maximum opportunity for
the CEO and CFO was 175% and 150% of base salary, respectively,
based on profit performance (90% weighting) and an ESG metric
(10% weighting). Consistent with the approach taken in prior years,
bonusable profit was adjusted for the lipid system sales for our
principal COVID-19 vaccine contract. In 2023, however, profit
performance was below the threshold with no annual bonus payable
for this element of the award. For 2023 the ESG metric was based on
safety. However, given the weakness of the overall financial performance
of the Group, it was recommended by management and supported by
the Committee that no annual bonus should be payable for 2023.
2023 was the year in which PSP grants made in 2021 concluded their
three-year cycle and the Committee reviewed performance against
targets. Over the period, Total Shareholder Return (TSR) performance
(35% weighting) was (23.5)%. This placed Croda below median when
compared to our bespoke comparator group and this part of the
award will not vest. Earnings per Share (EPS) growth over the period
(35% weighting) was achieved at just above threshold at 5.6%.
Consistent with last year, EPS was adjusted for the divestment
of the majority of the PTIC business.
“The committee is satisfied that the
operation of the policy balances the
challenging market conditions, overall
shareholder experience but recognises
strategic progress and considers the
attraction, motivation and retention
of key talent.”
Jacqui Ferguson,
Remuneration Committee Chair
Contents
A Chair’s letter 106
B 2023 Remuneration at a glance 109
C Report of the Remuneration Committee
Executive Directors’ remuneration for the
year ending 31 December 2024
How our reward strategy aligns to and
supports our business strategy
111
D Directors’ remuneration for the year ended
31 December 2023
120
E Summary of the Remuneration Policy 131
Remuneration Committee report
Croda International Plc Annual Report & Accounts 2023106
Governance
New and Protected Products (NPP) growth (15% weighting) met
the stretching vesting target, with NPP sales growing by 3.3 times
non-NPP sales over the period and full vesting achieved for this
element of the award. The 2021 PSP cycle included sustainability
metrics (15% weighting), split equally between Climate Positive and
Land Positive targets. The Climate Positive metric was a reduction in
scope 1 emissions from a 2020 baseline of 102,750 MT. For 2023,
Scope 1 emissions were 86,740 MT representing a 15.6% reduction
against the baseline which results in 100% of this condition vesting.
For the Land Positive element, the target was met, and full vesting
was achieved.
The 2021 PSP award was subject to an Economic Value Added (EVA)
underpin such that awards would be subject to a reduction (including
potentially to nil) in the event that EVA had not improved over the
three-year performance period. The EVA underpin was not met and
the Committee therefore considered an appropriate reduction.
As part of these deliberations the Committee also took into account
the Discretion Framework where a range of factors are considered to
ensure payout is consistent with and reflective of overall performance
over the period. One consideration made, as part of the Discretion
Framework, was that the outturn against emissions targets had
benefitted from the lower volumes in the year. More details of all the
considerations taken into account are set out on page 122. Taking into
account the EVA underpin alongside the Discretionary Framework the
Committee determined that the overall vesting of the PSP would be
reduced by 10%. The resultant overall PSP vesting was 37.1% of the
total award.
Performance framework for 2024
Croda’s strategy continues to focus on delivering sustainable,
profitable growth by providing innovative and sustainable solutions
to our customers. This is consistent with our Purpose, Smart science
to improve lives
TM
, with our remuneration framework therefore
underpinning our Purpose through performance measures and
stretching targets.
For 2024, the senior annual Bonus Plan will continue to be based on a
profit performance metric (90% of the total award) and an ESG metric
(10% of the total award). The ESG metric was introduced into the
senior annual Bonus Plan as part of the policy review in 2023 and the
focus of this metric varies each year, adapting to our evolving priorities
in this area. For 2024 the focus will continue to be based on safety,
building on the work done in 2023 to support the embedding of SHE
as a Value through the entire workforce.
The PSP performance framework is unchanged in substance and
will continue to include EPS growth (35% of the award), relative TSR
(35% of the award) and NPP and sustainability targets (30% of the
award). The NPP element (15% of total award) incentivises innovation
based on NPP revenue, being revenue from those products that will
drive our future growth. Innovating sustainably is core to Croda’s
success, and we continue to focus management on the delivery of this.
The sustainability element (15% of total award) will be focused on our
‘Climate Positive’ sustainability commitments, which for this award will
include scope 3 emissions targets as well as competency-building on
scope 3 through our organisation. It is only through continued
innovation and collaboration, that we can reduce scope 3 emissions
Remuneration Committee overview
Responsibilities
The Committee determines and agrees with the Board the
Company’s Remuneration Policy and framework, ensuring that
reward structures incentivise senior management appropriately,
are aligned with Company strategy and promote the long-term
success of the Company.
Key responsibilities
Determine and agree with the Board the framework or broad
policy for the remuneration of the Company’s Chair, the Group
Chief Executive, the Executive Directors, the Company
Secretary and other members of senior management
Ensure that the remuneration framework is aligned with the
Company’s strategy and promotes the long-term success of the
Company, appropriately incentivising senior management and
the wider workforce
Review workforce remuneration and related policies and the
alignment of incentives and rewards with culture, taking these
into account when setting the Remuneration Policy for Directors
Feedback to the Board on workforce reward, incentives and
conditions in support of the Board’s monitoring of whether the
workforce policies and practices of the Company are aligned
with its Purpose, values and strategy
Review the ongoing appropriateness and relevance of the
Remuneration Policy
Establish the selection criteria, select, appoint and set the terms
of reference for any remuneration consultants who advise the
Committee and obtain reliable, up-to-date information about
remuneration in other companies
Oversee any major changes in employee benefits structures
throughout the Group.
Detailed responsibilities are set out in the Committee’s terms of
reference, which can be found at croda.com/en-gb/investors/
governance/board committees/remuneration-committee.
Specific focus areas in the year
Determine remuneration outcomes for 2023, including
vesting of the 2021 PSP awards
Review of wider workforce remuneration including
benefit structures
Setting appropriate targets for the senior annual Bonus
Plan and Performance Share Plan for 2024
Time allocation
Governance
10%
Review of wider
workforce
remuneration
20%
Remuneration
outcomes
20%
Policy
implementation
and target setting
for 2024
30%
External reporting
20%
107Croda International Plc Annual Report & Accounts 2023
Remuneration Committee report continued
across the full life cycle of our customers’ products, and ultimately
achieve our ambition to be ‘Climate Positive’.
In line with normal practice, the Committee reviewed targets ahead
of 2024. Targets for our senior annual Bonus Plan continue to be set
using a consistent and distinctive framework, focused on year-on-year
growth in Bonusable Profit. Bonusable Profit is an established
performance measure at Croda, which has been used for many years
and is focused on operational profitability based on Group EBITDA.
For the PSP award to be granted in 2024, the Committee considered
share price performance over last year, recognising the impact of the
challenging macroeconomic environment. Performance is always
considered holistically; each year the Committee applies our
comprehensive Discretion Framework to satisfy itself that the outcome
in terms of primary performance metrics has not been to the detriment
of other measures of corporate performance. The Committee will review
vesting outcomes against this Discretion Framework, with particular
attention paid to share price performance to ensure Executive Directors
do not benefit from any windfall gains. In addition to this we also have
ROIC as an underpin in our PSP recognising that long-term ROIC
performance continues to be a key focus for the business. The ROIC
underpin, which is discretionary, has been revised for 2024 taking into
account the current market environment. Safety also continues to be a
specific underpin in our senior annual Bonus Plan.
Salaries for 2024
For 2024, there will be a general increase to salaries for UK employees
of 3%. The Committee reviewed the salaries of our Executive Directors
and determined that an increase of 3% would be awarded in line with
that of the UK workforce.
Board changes
Danuta Gray will join the Board with effect from 1 February 2024 and
will succeed Anita as Chair at the conclusion of the Company’s AGM
on 24 April 2024. Anita Frew will then retire from the Board after nine
years as Croda’s Chair.
In anticipation of the appointment of a new Chair, the Committee
instigated a review of the Chair fees recognising that in the nine years
since Anita’s appointment, Croda has grown in size and complexity to
become an established FTSE 100 company. This review, which was
supported by Deloitte, also included an extensive review of the market
to consider what other similar sized organisations paid in order to
attract the desired skills and experience to lead an increasingly diverse
and international business. It was ultimately determined that the fee
for the new Chair would be set at £425,000. The Committee also
determined that it would be appropriate for this fee to apply for
Anita, as the current Chair, from 1 January 2024 for the remainder
of her tenure.
Louisa Burdett, Chief Financial Officer, will leave Croda in June 2024
and the Board has commenced a search for her successor.
Remuneration arrangements for Louisa Burdett have been managed in
line with the Remuneration Policy and the proposed approach is in line
with the approach that would be taken for other UK employees on
giving notice. While Louisa remained eligible for an annual bonus for
2023, as discussed above, no annual bonus will be payable to all
executives reflecting Croda’s financial out-turn in the year. For 2024,
she will receive a 3% salary increase, in line with the normal approach
for UK employees that have given notice but will remain employed for
part of the year, but will not be eligible for an annual bonus or PSP
award. Further, all outstanding PSP awards will lapse.
Consideration of wider workforce and alignment of reward
across the organisation
Our approach to workforce reward forms an important part of Croda’s
philosophy and culture. One of the principles of Croda’s culture is to
drive ‘One Croda’, and therefore many of the remuneration structures
that apply to the Executive Directors also apply further in the global
organisation. The key difference being that remuneration for Executive
Directors is more heavily weighted towards variable pay and share
ownership. Highlights of our approach to workforce pay include:
Our commitment to paying a Global Living Wage – in 2021 Croda
established a Living Wage in each of the countries in which it
operates and ensured that all employees receive this as a minimum.
In 2023, we made progress in receiving certification from the Fair
Wage Network (FWN), we expect to able to confirm this by the end
of the first quarter of 2024.
Sharing of success with employees – achieved through the
operation of various all-employee share plans, including our Free
Share Plan which was introduced in 2021. We are pleased that
workforce participation in these plans remains consistently strong
year-on-year and allows our employees to become shareholders in
the business.
Generous and inclusive benefits – our holistic health and wellbeing
benefit offering, which was enhanced in response to the cost-of-
living crisis, is highly valued across the workforce. In addition, our
CARE defined benefit pension, which applies across our entire UK
workforce, is a generous and inclusive benefit.
In line with our ‘One Croda’ culture, our senior leaders all share the
same performance metrics for the senior annual Bonus Plan and PSP.
Around 550 employees participate in the senior annual Bonus Plan
and 65 of these are also in the PSP. We believe that this focuses our
leadership on working together globally to deliver the best overall
outcome for our customers and, in turn, our shareholders and
other stakeholders.
Workforce engagement
Over the last two years, we have established a regular engagement
programme to gain insight from employees across the Group. Through
surveys, listening groups, site visits and a dedicated email, all Croda
colleagues can give their feedback directly so we can better
understand how they are feeling about certain areas of business.
Through the Purpose and Sustainability Commitment (PSC) survey,
we have gained valuable feedback on how changes to reward in each
location and support offered with cost-of-living have been positively
received, a direct impact of last year’s Remuneration Committee review.
We were also happy to see that questions related to wellbeing and
safety have seen an uplift in the number of positive responses, building
on the great work to truly embed safety as a value in the organisation
that has taken place in 2023.
We continue to operate a dedicated email address so that employees
can send questions or comments direct to the Remuneration
Committee Chair.
Looking ahead
We remain confident that the Remuneration Policy that was approved
in 2023 will continue to serve us well over the next two years and are
not proposing any changes to its operation for 2024.
Going forward, we will continue to seek out opportunities to further
enhance the remuneration approach at Croda, considering advice from
our investors and other stakeholders such as listening groups with our
employees. We remain committed to ensuring that our remuneration
framework reflects the evolving needs of all of our stakeholders and the
communities in which we operate.
Jacqui Ferguson
Remuneration Committee Chair
Croda International Plc Annual Report & Accounts 2023108
Governance
B. 2023 Remuneration at a glance
How we performed in 2023
Adjusted operating profit
(37.9)% to
£320m
Adjusted basic EPS
(38.4)% to
167.6p
NPP (constant currency)
33.5%
of Group sales
Total Shareholder Return
(23.5)%
over the three-year PSP
performance period
(1 January 2021 to
31 December 2023)
Salary Benefits Pension Annual bonus LTIPs Other
0%
100%
20% 40% 60% 80%
Single figure remuneration:
Steve Foots
(total £1,338,530)
Louisa Burdett
(total £646,999)
Jez Maiden
(total £429,464)
Operation of our policy in 2023
Key component Feature
Group Chief
Executive (CEO)
– Steve Foots
Chief Financial
Officer (CFO)
– Louisa Burdett
Group Finance
Director (GFD)
– Jez Maiden
Basic salary Competitive package to attract and retain high calibre executives. £745,116 £520,000 £214,114
Annual
bonus
Incentivise delivery of strategic plan, targets set in line with Group KPIs. £0 £0 £0
Threshold Maximum Actual % payout
Bonusable Profit
(90%)
See page 111 for
definition of
Bonusable Profit.
2022 actual 2022
actual
plus 10%
Below
2022
actual
0%
ESG metric (10%) Payout determined by the
extent to which the eligible
population complete three
specific safety related tasks.
Safety training completed
at 98%, with continued
reporting of progress on
other safety tasks
Notwithstanding the out-turn in relation to the safety measure, considering the
overall financial performance in the year, it was recommended by management
and supported by the Committee that no annual bonus would be payable for 2023.
0% of maximum bonus paid
Deferred
element
of bonus
Compulsory deferral of one third of bonus into shares with three-year holding
period to align with long-term business performance.
£0 £0 £0
109Croda International Plc Annual Report & Accounts 2023
Key component Feature
Group Chief
Executive (CEO)
– Steve Foots
Chief Financial
Officer (CFO)
– Louisa Burdett
Group Finance
Director (GFD)
– Jez Maiden
PSP
Incentivise execution of the business strategy over the long term measuring profit, shareholder
value, innovation and sustainability.
£415,186 £0 £161,996
Vesting of the 2021 PSP award
Threshold Maximum Actual % payout
EPS
1
(35%) 5% 11% 5.6% 32%
TSR (35%) Median Upper
Quartile
(UQ)
Below
Median
0%
NPP
2
(15%) NPP sales growth to be at least
twice non-NPP sales.
3.3x 100%
Sustainability metric 1
- Climate Positive (7.5%)
A reduction target specifically aimed
at Scope 1 emissions and aligned
with our external commitment to
achieve a Science Based Target
(SBT) in line with a 1.5°C pathway.
Over the three-year PSP
performance period the target is a
12.6% reduction (average of 4.2%
per year) compared to verified
emissions
3
in 2020 with any award
paid in defined ranges between:
a reduction of 12.6% and above
award of 7.5% (max)
a reduction of 6.2% and below no
award (0%).
15.6%
reduction
100%
Sustainability metric 2
- Land Positive (7.5%)
Our key target for 2030 is that we will
save more land than we use. For the
three-year PSP performance period
we have set annual targets for Land
Area saved, with a target in 2023 of
56,750 ha of additional land saved
over that in the 2019 baseline year
with any award paid in defined
ranges between:
56,750 ha or above award of
7.5% (maximum)
below 35,600 ha no award (0%).
58,815 ha
additional
land saved
100%
Overall outcome (before consideration of EVA underpin and Discretion
Framework)
41.2%
Adjustment - EVA underpin
4
and Discretion Framework (10)%
Final vesting outcome 37.1%
1. EPS growth p.a. is calculated on a simple average basis over the three-year period.
The calculation of the EPS growth has been adjusted for the divestment of the majority
of the PTIC business.
2. Subject to a minimum average of 3% growth per year and overall positive Group
profit growth.
3. Emissions in 2020 were independently verified by Avieco.
4. EVA underpin applied across the whole PSP award, requiring an improvement in EVA
over the three-year performance period.
Pension
Pension benefits are either a capped career average defined benefit pension plan with a cash
supplement above the cap, or a cash supplement. For 2023, cash allowance of up to 20% of
salary, in line with the UK workforce.
£149,023 £104,000 £42,823
Shareholding
requirements
Share ownership
guideline to ensure
material personal stake
in business.
CEO – 250% of salary
CFO – 200% of salary
GFD – 175% of salary
>250% of salary <200% of salary >175% of
salary
The single figure remuneration also includes all benefits. For a full breakdown of the Executive Directors’ remuneration for 2023 please
see page 120.
Remuneration Committee report continued
Croda International Plc Annual Report & Accounts 2023110
Governance
C. Report of the Remuneration Committee
Summary of Remuneration Policy and implementation for the year ending 31 December 2024
Key component Implementation in 2024
Basic salary Executive Directors’ base salaries were reviewed during the final quarter of the financial year ended 31 December 2023.
Salaries for 2024 were increased by 3% in line with the general increase for our UK employees. Salaries for 2024 are
as follows:
Salary at
Jan 2024
Salary at
Jan 2023 % Increase
Steve Foots £767,469 £745,116 3%
Louisa Burdett £535,600 £520,000 3%
Pension 20% of salary as pension supplement aligned to UK workforce.
Other benefits Other benefits such as company cars or car allowances, fuel and travel allowances and health benefits are made available
to Executive Directors.
Performance-
related Annual
Bonus Plan
Steve Foots - 175% of salary
Louisa Burdett - not eligible for 2024 (normal opportunity maximum for other Executive Directors is 150% of salary)*
Underlying profitability for the performance-related Annual Bonus Plan (“Bonusable Profit”) is based on Group EBITDA for
continuing operations before exceptional items, less a notional interest charge on working capital employed during the year.
The targets for the awards are set out below:
Performance measure
(weighting)
Threshold Maximum
Bonusable Profit**
(90%)
Equivalent to 2023 actual 2023 actual plus 10%
ESG metric
(10%)
The proposed safety measure for 2024 is in relation to the whole population of eligible employees
(c.550 employees), and the extent to which the population:
1. Agree a quarterly communication (SAY) and engagement plan (DO) for their team and peers.
All leaders to set quarterly targets and capture progress in Croda’s global human resources
information system (HRIS). Achievement is recorded via the employees end of year appraisal.
90% of the cohort must achieve by year end for this element to be considered complete.
2. Measure workforce engagement through a ‘Safety is a Value’ survey.
Based on Croda’s current ‘Pulse’ Survey which currently has around a 70% response rate
globally we will launch a ‘Safety is a Value’ survey which must receive a 70% response rate
across the whole organisation by year end for this element to be considered as complete.
3. Identify measures of success for their team and demonstrate achievement at year end.
All leaders must capture their objective in Croda’s global HRIS. Achievement is recorded via the
employees end of year appraisal. 90% of the cohort must achieve by year end for this element to
be considered complete.
Two of the elements must be considered complete for a 5% payout. All of the elements must be
considered complete for the full 10% to be payable.
* In line with the bonus plan rules Louisa Burdett will not receive a bonus award due to her planned resignation.
** The Bonusable Profit target is measured on a constant currency basis, excludes any charges or credits under IFRS 2 Share-based
Payments, and is after the cost of bonuses. For 2024, and consistent with prior years, the calculation is adjusted for the lipid system sales
for the principal Covid-19 vaccine contract.
Commentary
No change in opportunity levels or the balance of performance measures.
When determining bonus outcomes, the Committee applies the Discretion Framework which includes a range of factors,
see page 114.
The Committee remains comfortable that the structure of the senior annual Bonus Plan does not encourage inappropriate
risk-taking and that the mandatory deferral of one third of bonus into shares for a three-year period provides clear
alignment with shareholders and fosters a longer-term link between annual performance and reward.
Malus and clawback provisions apply.
Full retrospective disclosure of targets and actual performance against these will be made in next year’s Annual Report
on Remuneration.
The Committee considers the targets set for 2024 to be at least as demanding as in previous years and were set after
taking due account of the Company’s commercial circumstances and the current market environment.
111Croda International Plc Annual Report & Accounts 2023
Key component Implementation in 2024
Performance
Share Plan
Steve Foots - 250% of salary
Louisa Burdett - not eligible for 2024 (normal opportunity maximum for other Executive Directors is 200% of salary)
The targets for the awards are set out below:
Performance measure
(weighting)
Threshold vesting Maximum vesting
EPS
1
(35%)
5% p.a. 11% p.a.
TSR
2
(35%)
Median Upper quartile
NPP
(15%)
Subject to overall positive Group profit growth and a minimum average of 3% NPP growth per
year (25% vesting), with payments being made on a sliding scale up to 7% growth per year
(maximum vesting).
Sustainability metrics
(15%)
Climate Positive – Two independent targets specifically focused on our upstream Scope 3 emissions:
1. Scope 3 emissions (10%) – Delivery of absolute upstream Scope 3 emissions reductions.
A reduction in upstream Scope 3 emissions aligned with our Science Based Target (SBT)
trajectory from a 831,250 Mt CO
2
e adjusted baseline
3
by end 2026, equating to an absolute
reduction of 52,134Mt.
100% payout (10%) would be achieved if upstream Scope 3 emissions were reduced in line with
or above target.
50% payout (5%) would be achieved if upstream Scope 3 emissions were reduced by 30,000Mt.
2. Scope 3 competency build (5%) – Target focused on competence building on Scope 3 to
ensure all leaders have knowledge and skills applicable to Croda and to the key frameworks and
standards used, and are accountable for ensuring the enablers are in place to support delivery of
our Scope 3 reduction target.
100% payout (5%) would be achieved if 98% of all relevant
4
leaders and employees (c.550
individuals in total) complete the pre-set relevant training modules as part of the Sustainability
Academy by the end of 2026.
50% payout (2.5%) would be achieved if 95% of all relevant leaders and employees complete the
pre-set relevant training modules.
Awards will be subject to a ROIC underpin such that vesting is subject to satisfactory ROIC performance over the three-year
performance period, as determined by the Committee. In determining whether the underpin has been met, the Committee
will consider a range of factors including, but not limited to, the intended time horizons for returns on capital deployed, and
Croda’s long-term ROIC objective. In circumstances where the underpin is not met, the Committee may consider, in its
absolute discretion, whether to reduce or cancel the vesting of awards.
1. EPS growth p.a. is calculated on a simple average basis over the
three-year period and therefore growth of 33% or more over three
years is required for maximum vesting.
2. TSR group: Akzo Nobel, Ashland, Avantor, BASF, Catalent, Chr.
Hansen, Clariant, Elementis, Evonik, Givaudan, IFF, Johnson
Matthey, Kerry, DSM-Firmenich, Lonza, Merck, Novozymes,
Syensqo, Symrise, Synthomer, Tate & Lyle and Victrex
3. Adjusted baseline is the three-year average Scope 3 emissions from
2021 to 2023.
4. Scope 3 emission reduction affects Croda’s entire value chain, from the
sourcing of ingredients to the processing and formulation of products,
and the delivery and engagement with customers and markets, as well
as the management and disclosure of the relevant data. Therefore
many different functions need to be involved, at different levels, across
both businesses, including senior leadership teams.
Commentary
Louisa Burdett will not receive an award in 2024 due to her planned resignation.
Performance period 1 January 2024 to 31 December 2026.
An additional two-year holding period will apply for any shares vesting.
Malus and clawback provisions apply.
No change to the balance of NPP and sustainability metrics from last year. NPP and sustainability targets remain equally
weighted at 15% of the total PSP. Sustainability targets aligned to key 2030 sustainability ambitions.
When assessing outcomes, the Committee applies the Discretion Framework which considers, for example, the
management of EVA and ROIC, health and safety and sales growth and may adjust awards if it considers appropriate.
The specific ROIC underpin has been revised for 2024 taking into account the current market environment.
Considering the share price performance over the last year, the Committee will review awards on vesting to ensure that
participants do not benefit from any windfall gains arising.
Shareholding
guidelines
Chief Executive Officer – 250% of salary
Chief Financial Officer – 200% of salary
Post-employment shareholding guidelines also apply for two years after leaving employment. These are set at 100% of the
in-employment guideline.
Remuneration Committee report continued
Croda International Plc Annual Report & Accounts 2023112
Governance
How our reward strategy aligns to and supports the delivery of our business strategy
Over the last three years we have accelerated key elements of our strategy to transition to a dedicated Consumer Care and Life Sciences company.
Across these markets, innovation and sustainability will be the core drivers of our future growth.
In developing and implementing our Remuneration Policy the Committee has been mindful to ensure that every element of reward directly aligns
to our strategy, ensuring we provide and protect long-term shareholder value.
Element
ofreward Link to strategy Sustainability Innovation Growth
Long-term
shareholder
value
Senior annual Bonus Plan
Profit Clear and simple measure that supports our
strategic objective of consistent bottom-line growth.
One third of awards are deferred, further protecting
shareholder value.
Sustainability Sustainability is at the centre of Croda’s strategy
and our senior annual Bonus Plan includes an ESG
metric. One third of awards are deferred, further
protecting shareholder value.
Performance Share Plan
Earnings per
share (EPS)
A measure of earnings growth over a three-year
period recognising that sustained growth can only
come through relentless innovation.
Total
Shareholder
Return (TSR)
Measured against our peers, a key indicator of
long-term growth and shareholder value.
New &
Protected
Products
(NPP)
An established measure of innovation, the metric is
growth of NPP, those products rewarding growth
that is driven by innovation.
Sustainability Since 2020 we have incorporated sustainability
metrics directly linked to our ambitions to be
Climate, Land and People Positive by 2030.
Underpins & Discretion Framework
Safety,
healthand
environment
(SHE)
The SHE underpins ensure that rewards are not
made at the expense of the safety, health and
environment of our employees or the communities
that we serve.
Financial
underpins
The financial underpins, including ROIC and our
broader Discretion Framework, ensure that reward
reflects the overall financial health of the business.
Culture
andethics
The culture and ethics underpin ensures that reward
reflects strong governance and the experience of all
our stakeholders.
Other features
Holding periods Extends the period to five years before shares are
released, further protecting shareholder value.
Shareholding
requirements
Ensures that our Executives’ interests are aligned
to shareholders.
Malus and
clawback
Allows incentive awards to be clawed back or
reduced in the event of significant financial or
personal misconduct.
113Croda International Plc Annual Report & Accounts 2023
Our Discretion Framework
To enhance the rigour with which performance is reviewed the Committee has adopted a Discretion Framework which it applies when assessing
bonus and long-term incentive plan outcomes.
As with all Board/Committee decisions (in line with section 172) we also reflect on the experience of all our stakeholders throughout the course
of the plan periods.
How our Remuneration Policy reflects the UK Corporate Governance Code
When developing the Remuneration Policy, the Committee was mindful of the UK Corporate Governance Code and considers that the executive
remuneration framework appropriately addresses the following factors:
Factors How these are addressed
Clarity
Our commitment to openness and transparency is reflected in our reward principles. The Committee is committed to
providing open and transparent disclosure on executive remuneration for our stakeholders.
Our arrangements are clearly disclosed and any changes to our Remuneration Policy and its operation are highlighted
in a way that defines their alignment to both our strategic ambitions as well as the provisions of the UK Corporate
Governance Code.
Simplicity
Our executive remuneration arrangements, as well as those throughout the global organisation, are simple in nature and
well understood by both participants and shareholders.
Our senior annual Bonus Plan, in which around 550 of our global employees participate, is primarily based on a single
profit metric, with a simple key requirement that no bonus can be paid for this element until the previous year’s profit
is exceeded.
Risk
The Committee considers that the structure of incentive arrangements does not encourage inappropriate risk-taking.
Performance is based on a balance of metrics which also reflect our broader stakeholders, for example inclusion of
sustainability targets and health and safety underpins. We then take a holistic assessment of performance using our
Discretion Framework.
Annual bonus deferral, the PSP holding period and our shareholding guidelines provide a clear link to the ongoing
performance of the business as well as alignment with shareholders. Executives will be rewarded for sustainable
long-term shareholder return.
Malus and clawback provisions also apply for both the senior annual Bonus Plan and PSP.
Predictability
Our Remuneration Policy contains details of maximum opportunity levels for each component of pay, with actual incentive
outcomes varying depending on the level of performance achieved against specific measures.
Proportionality
Our Remuneration Policy directly aligns to our strategy and financial performance. The Committee considers performance
from a range of perspectives. Poor financial performance is not rewarded.
Alignment
toculture
Alignment to our ‘One Croda’ culture is clearly established in our Remuneration Policy. Our senior annual Bonus Plan has
the same metrics for all participants. Our PSP metrics, and from 2023 our senior annual Bonus Plan ESG metric, reflect our
commitment to sustainability. Pensions are also aligned across the workforce.
What is the formulaic
result following
consideration of the
existing underpins?
As an additional
reference point, are
the bonus and PSP
outcomes consistent?
Input from others?
Draw on input from other
Committees as well as other
management teams including
HR, Legal, Internal Audit and Risk
What is the single figure
outcome?
Committee to consider
year-on-year change and
whether this mirrors the
trend in performance
Are there any other
events that should
be factored in?
Other events could be
reputational/risk related or a
change of accounting standards
Consider shareholder
response to results
How does the outcome
compare with wider
shareholder experience?
Committee to consider Total
Shareholder Return in both relative
and absolute terms over a number
of different periods
Are there any
external headwinds or
tailwinds which need
to be considered?
Compare with historical
use of discretion
How does the outcome
compare with overall
Company performance?
Consider performance against
other KPIs, for example: ROIC
and EVA, Sales, Profit growth,
Sustainability
Culture and conduct
Culture, Conduct, Health and
Safety, Systems and control
Does the outcome
appear reasonable/fair,
or should an adjustment
be considered?
Remuneration Committee report continued
Croda International Plc Annual Report & Accounts 2023114
Governance
Continued high
participation
in all employee
share plans
Holistic health
and wellbeing
benefit offering
We recently enhanced
health care benefits for
UK employees
Living Wage
employer
Croda pays a ‘Living
Wage’ globally
Fair Wage Network
In 2023 we made
progress in gaining
certification from the
Fair Wage Network.
We expect to be able to
confirm this by the end of
the first quarter of 2024.
Sharing of success
with employees
Under the Free Share
Plan, all eligible
employees are gifted an
award of Croda shares
when the senior annual
Bonus Plan pays out
Workforce
engagement
on executive
remuneration
‘One Croda’ culture
Alignment of remuneration
structure across our
workforce
CARE pension
in the UK
Applies across our
entire UK workforce
and is a generous
and inclusive benefit
Workforce remuneration at Croda
Highlights of our approach
Workforce engagement
We continue to develop our approach to workforce engagement. We believe it is important to our culture and our values to have an active dialogue
with employees on topics such as reward, recognition, motivation, wellbeing, safety, and inclusion. A summary of engagement activities undertaken
to date is as follows:
Reward principles
Our reward principles, which were developed and approved during 2019, guide the way we recognise and
remunerate all our global employees. These principles focus on total reward including intangible rewards and
were strongly influenced by the results of our previous Global Employee Survey. These have been shared across
the organisation.
Employee pulse surveys
In 2023 a number of pulse surveys covering a range of topics, including culture and reward, were undertaken and
findings were shared with the Board, management and employees to help guide decisions.
Listening groups
During 2023 the Chair of the Board and other Non-Executive Directors attended listening groups to better
understand how employees felt on a range of different topics, including reward.
Dedicated email to
Chair of Committee
A dedicated email address has been established for employees to send comments or questions to the Chair of the
Remuneration Committee.
Overview of pay and
policy decisions
Committee members are updated annually on global employees’ terms and conditions and are made aware of any
significant changes to policies and other pay-related matters.
115Croda International Plc Annual Report & Accounts 2023
How our Remuneration Policy relates to reward in the wider employee context
When making decisions about executive remuneration the Committee considers the pay and reward structures across the business. Annually, the
President Human Resources provides the Committee with a review of workforce remuneration, and the Committee is updated periodically on any
feedback received on remuneration practices across the Group.
One of the principles of Croda’s culture is to drive ‘One Croda’, therefore, many of the remuneration structures that apply to Executives also apply
further in the global organisation, as set out in the table below. The key difference between the policy for Executive Directors compared to other
employees is that remuneration for Executive Directors is more heavily weighted towards variable pay and share ownership.
Remuneration element Who participates? Details
Base salary All employees Pay is set in line with the market and closely monitored. Any comparator group
used as a reference point is country and/or industry specific.
We pay a ‘Living Wage’ globally.
Annual bonus Executive Directors, Executive
Committee, senior leaders
and senior managers
(c.550 employees globally)
Consistent senior annual Bonus Plan aligned to increase in annual profit and
ESG priorities.
Operates across the most senior global grades on a tiered basis from 175% of
salary to 22% of salary. Deferral applies for Executive Directors and members of
the Executive Committee.
All other employees Local schemes apply in many locations.
Free Share Plan All employees who do not
participate in the senior
annual Bonus Plan
(c.5,200 employees globally)
An award of free shares or the cash equivalent if the senior annual Bonus Plan
pays out. For 2023 as the senior annual Bonus Plan did not payout there was no
Free Share Plan award.
Performance Share Plan Executive Directors, Executive
Committee and senior leaders
(c.65 employees globally)
Consistent PSP based on EPS, TSR and sustainability metrics, including NPP.
Operates across the most senior global grades on a tiered basis from 250% of
salary to 30% of salary.
Restricted Share Plan
(RSP)
Selected employees generally
not eligible for PSP
Discretionary awards can be granted annually to selected employees to reward
exemplary performance.
All-employee share plans
1
All employees Employees can participate in our global Sharesave Scheme, subject to qualifying
service, allowing everyone to save monthly and purchase discounted shares.
Pension (UK only)
2
All employees Defined benefit plan based on career average salary plus 20% cash supplement
paid for salaries above the cap or to employees who are tax limited and have opted
out of the pension scheme.
Healthcare (UK only)
3
All employees All UK based employees benefit from membership of Bupa private healthcare
provided free of charge for employees and subsidised for family members. In
addition, employees are provided with triennial health assessments also with Bupa.
1. Sharesave or similar schemes are provided where local social security laws allow.
2. Other pension arrangements, aligned to local practice and legislation, are available in many of our locations.
3. A range of health care benefits are also available in many of our locations globally.
Remuneration Committee report continued
Croda International Plc Annual Report & Accounts 2023116
Governance
Sharing success across the business
The Committee believes in sharing success across the business and
extending share ownership more widely across our employee base.
This is promoted through the operation of our ‘Free Share Plan’ and
a number of all-employee share schemes.
Free Share Plan
In 2021 we launched the ‘Free Share Plan’. Under this new plan, all
employees globally who are not eligible for the senior annual Bonus
Plan are gifted Croda shares (or the cash equivalent) if the senior
annual Bonus Plan pays out. Unlike other elements of remuneration
this award is not set as a multiple of salary, instead it rewards all eligible
employees at the same value.
The Free Share Plan was developed in response to findings from the
Global Reward Survey in 2020 and aims to share success more widely
across the business and encourage share ownership.
As the senior annual Bonus Plan did not pay out for 2023, no award
was made under the Free Share Plan.
All-employee share plans
Workforce participation in these plans has remained consistently
strong and is driven by our culture of employees feeling a strong
loyalty to the business.
0
25
50
75
100
20202019 2021 2022 2023
85%
84%
61%
84%
81%
83%
63%
60%
56%
71%
OverseasUK
Living Wage
We were pleased to announce in 2018 that we gained accreditation in
the UK as a Living Wage Employer from the Living Wage Foundation.
In 2024, we will continue to ensure that all our UK employees and
regular contractors are paid at, or above, the rates advised by the
Living Wage Foundation.
In addition, the business continues to pursue its Global Living Wage
target, one of our sustainability KPIs linked to the UN SDGs. In 2020
we forged a partnership with the Fair Wage Network (FWN) to establish,
using an independent and economically rigorous methodology, Living
Wage levels across the world. In 2021, we compared our global wage
levels to Living Wage comparators provided by the FWN and made all
necessary adjustments to ensure that all our employees are now paid
a Living Wage at a minimum.
We reviewed our Living Wage levels in 2023 and made any
adjustments necessary in order to continue paying a Living Wage
to all employees. Through 2023 we made good progress in gaining
accreditation for our work from the Fair Wage Network and expect to
be able to confirm this by the end of the first quarter of 2024. In 2022
we also began the process of ensuring all our regular contractors are
paid a Living Wage and plan to achieve this milestone by the end
of 2024.
More than just pay
Our employees and our culture remain central to the continued
success of Croda. We have continued to enhance our offering of
activities available to employees, including:
We are proud of the training and development that we provide for
employees and have set a target of ensuring all employees receive
at least one week of training a year by the end of 2025. In 2023,
our employees undertook over 197,000 hours of training with the
average number of hours an employee completed being 34 hours.
In 2021 we relaunched and redesigned our core company
development programmes for senior leaders and future leaders with
our values at their heart. 2023 was the second year many of these
programmes were able to run and all programmes have been
positively received by employees.
In 2021 we also launched an inclusion-based global leadership
programme, Phoenix Rising. In 2023, we invited a third cohort to
begin this programme, with participants joining from all over the
world, and invited the participants from 2021 and 2022 cohorts
to meet at a week-long “Phoenix Rising Unites” learning event.
We also ran a series of leadership webinars on diversity &
inclusive leadership.
Each of our sites is tasked with ensuring at least four health and
wellbeing events are run per year, with many sites running
significantly more than this. We also continued with Employee
Assistance Programmes in many of our countries.
See pages 16 & 17 for further information on our culture including
details on how we approach the recruitment, development and training
of our workforce.
117Croda International Plc Annual Report & Accounts 2023
Other disclosures
UK gender pay gap
The table below shows a summary of the gender pay gap for UK employees of Croda Europe Ltd:
2019 2020 2021 2022 2023
Mean pay gap 27.1% 18.7% 17.7% 7.2% 7.9%
Median pay gap 23.9% 19.2% 21.1% 15.7% 12.1%
Mean bonus gap 67.1% 64.4% 62.6% 23.3% 3.2%
Median bonus gap* 33.4% 0% 0% 29.9% 17.3%
* The senior annual Bonus Plan and Croda Europe Discretionary Bonus Scheme did not pay out for 2019 (payable in 2020) or 2020 (payable in 2021). A small number
of employees received a sales bonus but the median bonus for both female and male employees was zero giving a median bonus gap of 0%.
We are confident that our gender pay gap is not an equal pay issue but is a result of a lack of female representation across our business at senior
levels and particularly in production roles which represent the bulk of the workforce between the 25
th
and 75
th
percentile. Addressing this issue will
require a long-term approach but we have already begun work to increase the number of females working in production and in senior positions.
Over 2023 42% of hires and promotions to leadership positions werefemale, with the number of women in leadership positions now at 39%
(2022: 38%).
Other actions taken to address the gender pay gap include:
Ensuring balanced shortlists for all appointments where possible with a target of having 80% of shortlists gender balanced.
Further improving our talent and succession planning processes to help identify and nurture talent early in their career.
Ensuring that our global talent development programmes continue to have a gender-balanced mix of participants.
Supporting female leaders in their development, offering attendance on programmes such as Solaris, a women’s executive leadership
development programme for women specifically of Black heritage.
Finding ways to reduce shift work (especially night work) and to examine the feasibility of part-time and job share arrangements in our
production facilities.
Continuing to invest in our STEM activities to encourage a wide range of applicants to apply for roles in our business.
More information is available on the Croda website.
Remuneration Committee report continued
Croda International Plc Annual Report & Accounts 2023118
Governance
UK CEO pay ratio
The table below sets out the ratio of the CEO’s ‘single figure’ total remuneration to the 25
th
, 50
th
and 75
th
percentile full-time equivalent total
remuneration of the Company’s UK employees. The pay ratios are calculated on a Group-wide basis by reference to UK employees only.
Under the regulations, there are three methodologies that companies can choose to report their pay ratio, known as Option A, B and C. For 2023
we have chosen to continue to use the Government’s preferred option, Option A. Using this methodology, we have determined the full-time
equivalent total remuneration for all UK employees and have ranked this data to identify employees whose remuneration places them at the 25
th
,
50
th
and 75
th
percentile. The pay ratios are then calculated by comparing total remuneration for these three employees against our CEO ‘single
figure’ total remuneration.
Methodology 25
th
percentile 50
th
percentile 75
th
percentile
FY 2023 A 36:1 27:1 22:1
FY 2022* A 121:1 90:1 73:1
FY 2021 A 103:1 81:1 67:1
FY 2020 A 48:1 37:1 31:1
FY 2019 A 57:1 44:1 37:1
FY 2018** C 85:1 67:1 57:1
1. Calculations for the workforce exclude severance pay, notice pay, SIP repayments, fractional share payments, SAR payments and relocation expenses.
2. The calculations for the workforce exclude the value of the defined benefit pension plan due to the difficulty of calculating these figures for our complex historical
pension arrangements.
3. Calculations of sales bonus for a small number of the workforce reflect an estimate at the time of the calculation of the ratio. The actual amounts paid to these
employees will be finalised in March 2024 and the ratio will be updated in next year’s report to reflect the actual amounts paid.
4. Calculations for the workforce include amounts granted under the Restricted Share Plan and Free Share Plan. Unlike the PSP these figures will not be restated
at vesting.
5. Excludes Non-Executive Directors, contractors and employees who left during the relevant year.
6. New starters, part-time employees and employees on long-term sick and maternity are included; their salary has been amended to reflect a full-time and
full-year salary.
* The ratio for 2022 has been restated. This is to reflect the updated CEO ‘single figure’ total remuneration for 2022, which was due to the 2022 PSP award being
updated to reflect the actual share price at vesting. Where relevant PSP calculations for the workforce have also been updated on the same basis. Annual bonus
amounts for the workforce have also been updated to reflect the actual amounts paid in March 2023.
** The CEO pay ratio for 2018 was calculated using Option C, which enabled us to calculate, on an indicative basis, the total remuneration packages of three individual
UK employees at the 25
th
, 50
th
and 75
th
percentile. Option C was used in 2018 because the full administrative process to enable us to calculate the equivalent total
remuneration for UK employees was not in place.
Employee total remuneration
Actual base salary
2023
Total remuneration
2023
75
th
percentile £54,791 £61,142
50
th
percentile £47,718 £49,357
25
th
percentile £35,714 £37,490
The CEO pay ratio is calculated based on the total remuneration payable to the CEO, which could include payments under the senior annual
Bonus Plan and PSP. The outcomes of these elements are directly linked to performance, with the value of the PSP also incorporating share price
growth. It is therefore expected that the ratios will fluctuate significantly year-on-year to reflect Croda’s performance. In respect of the 2023 figures,
as the senior annual Bonus Plan did not pay out and the PSP has paid out at a lower level, from 100% in 2022 to 37.1% in 2023, the ratio has
decreased significantly.
119Croda International Plc Annual Report & Accounts 2023
1. Directors’ remuneration for the year ended 31 December 2023
Steve Foots Louisa Burdett Jez Maiden
1
2023 2022 2023 2022 2023 2022
Salaries £745,116 £716,457 £520,000 - £214,114 £494,108
Benefits
2
£25,969 £22,402 £22,999 - £9,642 £20,064
Pension supplement
3
£149,023 £143,291 £104,000 - £42,823 £98,822
Total fixed pay £920,108 £882,150 £646,999 - £266,579 £612,994
Annual bonus - £1,074,686 - - - £617,635
Long-term incentives
4A-B
£415,186 £2,195,327 - - £161,996 £1,177,553
Other
5
£3,236 £3,117 - - £889 £6,335
Total variable pay £418,422 £3,273,130 - - £162,885 £1,801,523
Single total figure of remuneration £1,338,530 £4,155,280 £646,999 - £429,464 £2,414,517
1. Jez Maiden retired from the Company on 31 May 2023. His salary, benefits and pension supplement were paid up until the date of his departure and these values
have been included in the table above. His PSP award granted in March 2021 which reached the end of its performance period on 31 December 2023, was
pro-rated to reflect the period during which he was employed. This pro-rated amount is included in the table above.
2. Benefits include company car or cash allowance, private medical insurance and private fuel and travel allowances.
3. This represents the 20% of salary supplement.
4. A. The PSP awards granted in March 2021 reached the end of their performance period on 31 December 2023. The awards will vest at 37.1% of maximum
(see page 122). The values included in the table above are based on the three-month average price to 31 December 2023 of 4582.6p. This is 27.1% lower than the
share price at grant, and therefore no value is attributable to share price growth. These values will be updated in next year’s Annual Report based on the share price
at vesting which will take place on 24 March 2024.
B. The PSP award included in the 2022 single figure (the 2020-22 PSP award) has been updated to reflect the actual share price at vesting of 6962p. Of these values,
£675,279 and £362,216 is attributable to share price growth for Steve Foots and Jez Maiden, respectively.
5. Represents the value received in the year from participation in all-employee share schemes. Steve Foots and Jez Maiden received 33 and 14 matching shares
respectively as part of the Share Incentive Plan (SIP) with a transaction value of £1,855 and £889. Steve Foots also participated in the 2023 Sharesave Scheme and
was granted 139 shares at a discounted rate of 3977p. The share price on the date of grant was 4970.5p representing a 20% discount.
In this section
1. Directors’ remuneration for the year ended
31 December 2023
2. Pension
3. Payments for cessation of office
4. Payments to past Directors
5. Transition of Chief Financial Officer
6. Share interests
7. Performance graph
8. 10-year remuneration figures for Group Chief Executive
9. Board Chair and other Non-Executive Directors’ fees
2023 and 2024
10. Non-Executive Directors’ remuneration
11. Service contracts and outside interests
12. Remuneration Committee attendance and advisers
13. Other disclosures
14. Statement of voting
D. Directors’ remuneration for the year ended 31 December 2023 – Audited information
Remuneration Committee report continued
Croda International Plc Annual Report & Accounts 2023120
Governance
Annual bonus
The annual bonus for Executive Directors in 2023 was calculated by reference to profit and safety performance. In line with our well established
practice, profit targets were set based on the amount by which the profit for the year exceeded the profit for 2022 (the ‘Bonusable Profit’).
Bonusable Profit is focused on operational profitability based on Group EBITDA, and, consistent with last year, was adjusted for the divestment of
our PTIC business and the lipid system sales for our principal Covid-19 vaccine contract.
Threshold
target
Maximum
target Actual
Bonus
outcome (%
of maximum)
Bonusable Profit
(90% weighting)
£444.3m £488.8m £341.1m 0%
ESG metric
(10% weighting)
Safety measure in relation to the whole population of eligible employees, and the extent
to which the population:
1. Completes one specifically defined SHE leadership behaviour objective.
2. Completes specified face to face (or virtual) safety training.
3. Completes and documents one safety focused visit and conversation to demonstrate
safety is a value through organisation engagement and risk management.
Payment schedule to be 100% pay-out if 98% of eligible employees complete all three
tasks and 50% pay-out if 95% of eligible employees complete all three tasks. For clarity
this is not an individual measure – if less than 95% of eligible employees complete the
three tasks no payment to any employee will be made.
Safety training
completed by 98% of
eligible employees.
Continued reporting of
progress against the
other safety tasks.
Notwithstanding the out-turn in relation to the safety measure, considering the overall financial performance in the year,
it was recommended by management and supported by the Committee that no annual bonus would be payable for 2023.
Final outcome for 2023 0%
While not applicable for 2023, the Remuneration Committee has discretion to reduce (including to zero) the amount of any payment under the
scheme if it considers the safety, health or environment (SHE) performance is in serious non-compliance with the Croda SHE policy statement,
document of minimum standards. In addition, the Committee can also reduce any payment (including to zero) if it considers the underlying business
performance of the Company is not sufficient to support the payment of any bonus. The Committee also applies the Discretion Framework, a
rigorous framework for the application of judgement and discretion, when reviewing awards (see page 114).
121Croda International Plc Annual Report & Accounts 2023
PSP
PSP awards vesting in March 2024
The PSP awards granted in March 2021 reached the end of their three-year performance period on 31 December 2023.
Measure Weighting Threshold Maximum Actual performance
Out-turn
(% of max
element)
Relative TSR versus
bespoke peer group
1
35% Median
(50
th
percentile)
Upper quartile
(75
th
percentile)
Below Median 0%
Adjusted annual
average EPS growth
over three years
2
35% 5% p.a. 11% p.a. 5.6% p.a. 32%
NPP 15% NPP sales to grow at twice the rate of non-NPP, subject to overall positive
Group profit growth and a minimum average of 3% NPP growth per year, with
payments being made on a sliding scale up to 5% growth per year.
NPP sales 3.3x
non-NPP sales
and overall NPP
growth of 53%
100%
Sustainability Climate
Positive metric
7.5% Reduction target specifically aimed at scope 1 emissions and aligned with our
external commitment to achieve a Science Based Target (SBT) in line with a
1.5°C pathway. Over the three-year PSP performance period the target was a
12.6% reduction (average of 4.2% per year) compared to verified emissions
3
in 2020 with any award paid in defined ranges between:
a reduction of 12.6% and above award of 7.5% (maximum)
a reduction of 6.2% and below no award (0%).
15.6% reduction 100%
Sustainability Land
Positive metric
7.5% Key target for 2030 is that we will save more land than we use. For the
three-year PSP performance period we set annual targets for land area saved,
with a target in 2023 of 56,750 ha of additional land saved over that in the
2019 baseline year with any award paid in defined ranges between:
56,750 ha or above award of 7.5% (maximum)
below 35,600 ha no award (0%).
58,815 ha
additional land
saved
100%
Overall outturn before consideration of EVA underpin and Discretion Framework 41.2%
Adjustment – EVA underpin and Discretion Framework – see commentary below (10)%
Final out-turn 37.1%
1. TSR peer group constituents: AzkoNobel, Albermarle, Ashland, BASF, Clariant, Eastman Chemicals, Elementis, Evonik Industries, Givaudan, Johnson Matthey,
Kemira, Lanxess, Novozymes, Solvay, Symrise, Synthomer, Victrex. Koninklijke DSM has been excluded following delisting in May 2023.
2. EPS growth p.a. is calculated on a simple average basis over the three-year period. The calculation of the EPS growth has been adjusted for the divestment of the
majority of the PTIC business.
3. Emissions in 2020 were independently verified by Avieco.
The PSP awards granted in March 2021 were subject to an EVA
underpin such that an improvement in EVA over the three-year PSP
performance period was required. In circumstances where the
underpin is not achieved, the underpin operates such that the
Committee considers an appropriate reduction (including to nil) to the
vesting of awards. In certain circumstances, the Committee retains the
right not to apply discretion.
The EVA in respect of 2023 did not exceed EVA in 2020 (the year
prior to the start of the performance period). The Committee therefore
considered the level of reduction to apply to the PSP vesting outcome.
In relation to the EVA underpin, the Committee took into account
the following:
Consideration of the various factors which had impacted EVA
performance over the period, which included both business
performance as well as external factors such as market challenges,
interest rate increases and their impact on the notional cost of capital
in the EVA calculation.
The degree to which the overall PSP vesting outcome had already
been impacted, in particular through the TSR and EPS metrics
which align to shareholder value and profitability. The TSR outcome
was zero, and the Adjusted EPS outcome was at threshold. These
measures together comprised 70% of the award, and therefore
overall vesting had already been significantly impacted by the
downturn in performance in the final year of the performance period.
That on an aggregate basis, EVA over the performance period was
significantly positive.
As part of its deliberations the Committee also took into account
the Discretion Framework where a range of factors are considered to
ensure payout is consistent with and reflective of overall performance
over the period. Our PSP performance framework includes
consideration of both financial performance, as well as innovation and
sustainability, which are key drivers to Croda’s long term strategic
success. The Committee noted the strong performance in innovation
via NPP performance, and in relation to sustainability, the land savings,
and the specific actions that have contributed to a reduction in our
Scope 1 emissions. However the Committee also recognised that the
outturn against the emissions targets had benefitted from the lower
volumes in the year.
Taking into account both the EVA underpin and the Discretion
Framework, it was considered that a downwards adjustment of 10%
was appropriate, reducing the overall PSP vesting outcome from
41.2% to 37.1%.
Overall, considering the adjustments to both the annual bonus and
PSP out-turns, the Committee is satisfied that incentive outcomes
are reflective of overall performance.
The forecast vesting value of the awards made in March 2021 is
included in the 2023 single figure table on page 120. Any shares
vesting will be subject to a two-year holding period.
Remuneration Committee report continued
Croda International Plc Annual Report & Accounts 2023122
Governance
Gains made on exercise of share options and PSP
The gains are calculated according to the market price of Croda International Plc ordinary shares on the date of exercise, although the shares may
have been retained.
Executive Director Exercise date Shares exercised Scheme Exercise price Market price Gain (before tax)
Steve Foots 02 May-23 31,533 PSP 0p 6962p £2,195,327
14 Mar-22 26,779 PSP 0p 6904p £1,848,822
14 Mar-22 2,526 DBSP 0p 6904p £174,395
06 Dec-22 138 Sharesave 3898p 6968p £4,237
Jez Maiden 02 May-23 16,914 PSP 0p 6962p £1,177,553
13 Jun-23 72 Sharesave 5509p 5510p £1
14 Mar-22 13,851 PSP 0p 6904p £956,273
14 Mar-22 1,449 DBSP 0p 6904p £100,039
01 Nov-22 230 Sharesave 3898p 6758.2p £6,579
PSP awards granted in 2023
Executive Director
Number of PSP
shares awarded
Basis of award
granted (% of salary)
Face/maximum value of
awards at grant date
1
% of award vesting at
threshold (maximum) Performance period
Steve Foots 26,674 225% 1,676,461 27% (100%) 01.01.23 – 31.12.25
2,691 25% 186,271 27% (100%) 01.01.23 – 31.12.25
Louisa Burdett 14,478 175% 909,942 27% (100%) 01.01.23 – 31.12.25
1,878 25% 129,995 27% (100%) 01.01.23 – 31.12.25
1. Face value/maximum value is calculated based on a share price of £62.85 and £69.22, being the average mid-market share price of the three dealing days prior to
the date of the grants.
The 2023 PSP awards were granted in two installments. The first grant of 225% and 175% of salary for Steve Foots and Louisa Burdett,
respectively, was made on 17 March 2023 at the same time as awards for other employees. Following the approval of the Directors’ Remuneration
Policy at the 2023 AGM, which included an increase to the maximum PSP of 25% of base salary for both Steve Foots and Louisa Burdett a further
grant of 25% of salary was made on 2 May 2023.
The 2023 PSP awards are subject to a performance condition which is split into three parts: 35% EPS, 35% TSR, and 30% sustainability metrics,
including NPP. Performance targets were disclosed in full last year, see page 112 of our Annual Report and Accounts 2022. Vesting will take place
on a sliding scale. A ROIC underpin applies across the entire award, also detailed on page 112 of our Annual Report and Accounts 2022.
Any shares vesting will be subject to a two-year holding period.
Jez Maiden retired in 2023 and as such was not granted a PSP award for 2023. Louisa Burdett will forfeit this award considering her resignation.
All-employee share plans
Executive Directors are invited to participate in the HMRC tax-approved UK Sharesave Scheme and the Croda Share Incentive Plan (SIP) in line
with, and on the same terms as, the wider UK workforce.
SIP
Details of shares purchased and awarded to Executive Directors under the SIP are shown in the table below. A brief description of the SIP is set out
in note 23 on page 193.
Executive Director
SIP shares held
01.01.23
Partnership shares
acquired in year
Matching shares
awarded in year
Total shares
31.12.23*
SIP shares that
became
unrestricted in the
year
Total unrestricted
SIP shares held at
31.12.23
Steve Foots 5,892 33 33 5,958 52 5,662
Jez Maiden* 541 14 14 0 576 0
There have been no changes in the interests of any Director between 31 December 2023 and the date of this report, except for the purchase of five
SIP shares and the award of five matching shares by Steve Foots during January and February 2024. Jez Maiden was not eligible to remain in the
SIP after his retirement and therefore holding at the end of 2023 was nil. As Louisa Burdett had under one year of service through 2023 she was
not eligible to participate in the SIP.
* Jez Maiden also had seven additional shares acquired through the Dividend Reinvestment Plan.
123Croda International Plc Annual Report & Accounts 2023
Sharesave
Details of awards made under the UK Sharesave Scheme are set out below:
Date of grant
Earliest
exercise date Expiry date Face value*
Exercise
price
Number at
01.01.23
Granted
in year
Exercised in
year
Cancelled
in year
Number at
31.12.23
Steve Foots
10 September 2020 01 November 2023 30 April 2024 £6,724 4804p 112 112
16 September 2021 01 November 2024 30 April 2025 £8,975 7327p 98 98
15 September 2022 01 November 2025 30 April 2026 £6,748 5509p 98 98
14 September 2023 01 November 2026 30 April 2027 £6,909 3977p 139 139
308 139 447
Jez Maiden
15 September 2022 01 November 2025 30 April 2026 £22,448 5509p 326 72 254
326 72 254
During 2023, the highest mid-market price of the Company’s shares was 7200.58p and the lowest was 4072p. The year-end closing price was
5050p. The year-end mid-market price was 5073p.
* Face value is calculated using the market value on the day before the date of grant, multiplied by the number of shares awarded.
2. Pension
The pension rights that accrued during the year in line with the policy on such benefits as set out in the Policy Report were as follows:
Executive Director
Normal retirement date
under the CPS
Total accrued pension
at 31.12.23 (p.a.)
Single remuneration
pension figure 2023
Single remuneration
pension figure 2022
Single remuneration
pension figure 2023
excluding supplement
Steve Foots 14 September 2033 £143,041 £149,023 £143,291
Louisa Burdett N/A £104,000
Jez Maiden N/A £42,823 £98,822
* Neither Steve Foots, Jez Maiden or Louisa Burdett were active members of the Croda Pension Scheme in 2023 or 2022.
Croda has a number of different pension plans in the countries in which we operate. Pension entitlements for Executive Directors are tailored to
local market practice, length of service and the participant’s age. In 2016, a Career Average Revalued Earnings (CARE) scheme was introduced
with a cap applied to pension benefits; at this time the cap was set at £65,000. The cap is increased each year in line with inflation, and from April
2024 will be £80,445. Employees who earn in excess of the pension cap or who cannot be members of the plan due to tax limitations receive a
pension supplement. For Executive Directors this supplement is up to 20% of salary in line with the wider UK workforce.
Steve Foots’ historic pension provision
Steve Foots was a member of the Croda Pension Scheme up to
31 January 2021. Steve Foots accrued pension benefits under the
Croda Pension Scheme up to this date with a CARE accrual rate of
1/60
th
and an entitlement to retire at age 60. From 6 April 2011
onwards, pension benefits accruing were based on a capped salary.
This cap was £187,500 until April 2014 at which point it reduced to
£150,000, and due to annual allowance regulations and changes to
the pension scheme, reduced to £37,500 in April 2016 (reduced from
the scheme cap of £65,650 due to annual allowance regulations) and
reduced again in April 2020 to £15,000 following new annual allowance
regulations. If Steve Foots retires before the age of 60, a reduction will
be applied to the element of his pension accrued before 6 April 2006,
unless he is retiring at the Company’s request. In the event of death,
a pension equal to two thirds of the Director’s pension would become
payable to the surviving spouse. Steve Foots’ pension in payment is
guaranteed to increase in line with the rate of inflation up to a maximum
of 10% per annum for benefits accrued before 6 April 2006, and in line
with inflation up to a maximum of 2.5% per annum for benefits accrued
from 6 April 2006 onwards.
Steve Foots is entitled to death-in-service benefits from an Excepted
Life Policy. Steve Foots elected to opt out of the Croda Pension
Scheme from 31 January 2021 and therefore only now receives a
pension supplement of 20% of salary.
Louisa Burdett’s pension provision
Louisa Burdett elected not to join the Croda Pension Scheme and was
therefore paid a pension supplement of 20% of salary in 2023. She is
entitled to death-in-service benefits from an Excepted Life Policy.
Jez Maiden’s pension provision
Jez Maiden elected not to join the Croda Pension Scheme and was
therefore paid a pension supplement of 20% of salary in 2023. He
was entitled to death-in-service benefits from an Excepted Life Policy.
Remuneration Committee report continued
Croda International Plc Annual Report & Accounts 2023124
Governance
3. Payments for cessation of office
There were no payments for loss of office during the year under review.
4. Payments to past Directors
Jez Maiden retired as Group Finance Director of Croda in 2023. Remuneration arrangements in relation to his leaving were disclosed in full last year,
see page 134 of our Annual Report and Accounts 2022. Payments made in respect of 2023 are included in the single figure table on page 120.
There were no other payments to past Directors during the year under review.
5. Transition of Chief Financial Officer
Louisa Burdett will leave the Company in June 2024 by way of resignation. As such she will not be entitled to a senior annual Bonus Plan award or
PSP award for 2024. Any existing PSP awards will also lapse.
6. Share interests
The interests of the Directors who held office at 31 December 2023 are set out in the table below:
Legally owned
1
SIP
31.12.22 31.12.23
PSP
(unvested)
DBSP
(unvested)
Sharesave
(unvested) Restricted Unrestricted
Total
31.12.23*
% of salary held
under shareholding
guideline
Executive Director
Steve Foots 188,756 205,438 75,436 10,552 335 296 5,662 297,719 >250% target
Louisa Burdett
2
16,356 16,356 <200% target
Jez Maiden
3
23,296 24,744 24,712 576 50,032 >175% target
Non-Executive Director
Roberto Cirillo
Jacqui Ferguson 76 76 76
Anita Frew 9,425 9,425 9,425
Helena Ganczakowski
4
361 361 361
Chris Good
5
Julie Kim 60 60 60
Keith Layden 60,339 60,339 60,339
Nawal Ouzren
John Ramsay 2,836 2,836 2,836
1. Including connected persons.
2. Louisa Burdett appointed 1 January 2023, holding on appointment Nil.
3. Jez Maiden retired on 31 May 2023 and his holding is shown as of his date of departure.
4. Helena Ganczakowski retired on 26 April 2023.
5. Chris Good appointed 27 April 2023, holding on appointment Nil.
* Danuta Gray was appointed to the Board on 1 February 2024 and held 900 shares at 31 December 2023.
Post-employment shareholding requirements also apply for two years after leaving employment. The policy applies to shares from awards that vest
from 2020. From adoption of the 2023 policy, the post-employment shareholding requirements will be set at 100% of the in-employment guideline
to be retained for the entire two-year period following leaving. The Committee is implementing structures to ensure that post-employment
shareholding requirements are adhered to, via a restricted share dealing third party nominee account.
125Croda International Plc Annual Report & Accounts 2023
7. Performance graph (unaudited information)
10-year Total Shareholder Return chart
0
100
200
300
400
500
600
Dec
2020
Dec
2021
Dec
2022
Dec
2023
Dec
2019
Dec
2018
Dec
2017
Dec
2016
Dec
2015
Dec
2014
Dec
2013
Croda International
FTSE 100
FTSE 250
FTSE 350
Source: Refinitiv Datastream
8. 10-year remuneration figures for Group Chief Executive (unaudited information)
The total remuneration figure includes the annual bonus and long-term incentive awards which vested based on performance in those years.
The annual bonus and long-term incentive award percentages show the pay-out for each year as a percentage of the maximum.
2014 2015 2016 2017 2018 2019 2020 2021 2022 2023
Total
remuneration (£)
769,414 1,374,046 2,404,441 3,570,251 3,311,700 1,693,242 1,543,377 3,719,864 £4,155,280 £1,338,530
Annual bonus
(%)
0% 76.4% 100% 78.4% 36.2% 0% 0% 100% 100% 0%
Long-term
incentives
vesting (%)
0% 0% 43% 100% 100% 56.2% 40% 97.4% 100% 37.1%
The 2022 total remuneration figure has been updated to reflect the value of the 2022 PSP award at vesting.
9. Board Chair and other Non-Executive Directors’ fees 2023 and 2024 (unaudited information)
The fees paid to the Non-Executive Directors (including chairing of Committees) and to the Senior Independent Director were reviewed in January
2024 and increased by 3%, in line with the Executive Directors and the general increase for our UK employees. These changes took effect from
1 January 2024. The revised fee structure for the Board Chair and other Non-Executive Directors for 2024 is detailed below.
Position
2023 fee
£
2024 fee
£
Board Chair (all-inclusive fee) – Anita Frew
1
331,868 425,000
Board Chair (all-inclusive fee) – Danuta Gray
2
- 425,000
Non-Executive Director base fee 69,749 71,841
Additional fees
Senior Independent Director 11,588 11,936
Committee Chairs (Audit, Remuneration and Sustainability Oversight
3
) 16,875 17,381
1. Anita Frew will step down from the Board following the 2024 AGM, to be held on 24 April 2024.
2. Danuta Gray will receive a fee of £71,841 for her services as a non-executive director and Chair designate from 1 February 2024. Following her appointment as Chair
on 24 April 2024, her fee will increase to a total of £425,000 per annum.
3. Sustainability Oversight Committee formed 1 January 2024.
Remuneration Committee report continued
Croda International Plc Annual Report & Accounts 2023126
Governance
10. Non-Executive Directors’ remuneration
The remuneration of Non-Executive Directors for the year ended 31 December 2023 payable by Group companies is detailed below; this table
reflects actual payments in 2023.
Non-Executive
Director fees
£
Benefits
1
£
Total
£
Anita Frew 2023 331,868 2,069 333,937
2022 319,104 4,030 323,134
Helena Ganczakowski
2
2023 26,278 998 27,276
2022 89,025 1,537 90,562
Jacqui Ferguson
2
2023 94,483 2,574 97,057
2022 72,475 3,090 75,565
Roberto Cirillo 2023 69,749 2,162 71,911
2022 67,066 5,157 72,223
Keith Layden 2023 69,749 331 70,080
2022 67,066 4,311 71,377
John Ramsay 2023 86,624 542 87,166
2022 83,291 6,569 89,860
Julie Kim
3
2023 69,749 763 70,512
2022 61,477 3,055 64,532
Nawal Ouzren
4
2023 69,749 514 70,263
2022 61,477 2,121 63,598
Chris Good
5
2023 47,036 1,323 48,359
2022
1. The benefits relate to Directors undertaking business travel on behalf of Croda and ensuring the Directors are not out of pocket for related tax.
2. Helena Ganczakowski was replaced by Jacqui Ferguson as the Chair of the Remuneration Committee on 1 September 2022 and the fees for both were pro-rated
accordingly. Helena Ganczakowski stepped down from the Board on 26 April 2023.
3. Julie Kim was appointed to the Board on 1 September 2021 and voluntarily decided to waive her fees for 2021 and January 2022.
4. Nawal Ouzren was appointed to the Board on 1 February 2022.
5. Chris Good was appointed to the Board on 27 April 2023.
Non-Executive Directors’ appointment
The effective dates of the letters of appointment for the Board Chair and each Non-Executive Director who served during 2023 are shown in the
table below:
Non-Executive Director Original appointment date Expiry date of current term
Anita Frew
1
05 March 2015 24 April 2024
Roberto Cirillo 26 April 2018 26 April 2024
Jacqui Ferguson 01 September 2018 01 September 2024
Helena Ganczakowski
2
01 February 2014 26 April 2023
Julie Kim 01 September 2021 01 September 2024
Keith Layden 01 May 2017 01 May 2024
Nawal Ouzren 01 February 2022 01 February 2025
John Ramsay 01 January 2020 01 January 2026
Chris Good 27 April 2023 27 April 2026
1. Anita Frew will step down from the Board following the 2024 AGM, to be held on 24 April 2024.
2. Helena Ganczakowski stepped down from the Board on 26 April 2023.
127Croda International Plc Annual Report & Accounts 2023
11. Service contracts and outside interests (unaudited information)
The Executive Directors have service contracts as follows:
Executive Director Contract date Termination provision
Steve Foots 16 September 2010 by the Company 12 months, by the Director 6 months
Louisa Burdett 08 November 2022 by the Company 12 months, by the Director 6 months
External directorships
Executive Directors are permitted to accept external appointments with the prior approval of the Board. It is normal practice for Executive Directors
to retain fees provided for Non-Executive roles. Louisa Burdett is a Non-Executive Director of RS Group. Jez Maiden was appointed as a Non-
Executive Director of Intertek Group in May 2022.
12. Remuneration Committee attendance and
advisers (unaudited information)
The following Directors served as members of the Committee
during 2023:
Jacqui Ferguson (Chair)
Helena Ganczakowski (until she stepped down from the Board)
Roberto Cirillo
John Ramsay
Julie Kim
Nawal Ouzren
Chris Good (from appointment)
In addition, the Committee invites individuals to attend meetings to
ensure that decisions are informed and take account of pay and
conditions in the wider Group. During 2023, invitees included other
Directors and employees of the Group and the Committee’s advisers,
including Anita Frew (Chair), Steve Foots (Group Chief Executive),
Louisa Burdett (Chief Financial Officer), Jez Maiden (former Group
Finance Director), Keith Layden (Non-Executive Director), Michelle
Lydon (President – Human Resources), Tracy Sheedy (former Group
HR Director), Tom Brophy (Group General Counsel, Company
Secretary and President Sustainability) and Laura Dobson (Deputy
Company Secretary).
Attendees at Committee meetings are excluded from discussions that
determine their own remuneration.
See page 88 for details of attendance at meetings during the year.
Remuneration Committee advisers (unaudited information)
Deloitte LLP were retained as the appointed adviser to the Committee
for the whole of 2023 having been appointed in October 2017,
following a tender and selection process led by the Chair and including
Committee members. As well as providing advice in relation to
Executive remuneration and Non-Executive fees, Deloitte LLP also
provide advice to the Group in relation to global employer services,
global business tax services, indirect tax and M&A.
Deloitte LLP is a signatory to the Remuneration Consultants Group
Code of Conduct. The lead engagement partner has no other
connection with the Company or individual Directors. The total fees
paid to Deloitte LLP for its services during the year in relation to
Executive remuneration and Non-Executive fees were £88,480
(excluding VAT). The Committee regularly reviews the external adviser’s
relationship and is comfortable that the advice it is receiving remains
objective and independent.
Remuneration Committee report continued
13. Other disclosures (unaudited information)
Percentage change in remuneration levels
The following chart shows the movement in salary/fees, benefits and annual bonus for each of the Group’s Directors between the current and
previous financial year compared with that of the average employee of the Group’s Parent Company. The movement for the average UK employee
is also provided for additional reference given the small number of employees employed by the Group Parent Company.
% change in
salary/fees
% change in
benefits
1
% change in
bonus
2,3
Average employee of the Group’s parent Company
4
2023 1.55% -3.56% -100.00%
2022 6.46% 27.95% 5.46%
2021 -5.12% -25.04%
2020 3.66% -0.06% 0.00%
Average UK employee
4
2023 8.34% 29.32% -99.78%
2022 5.54% 46.21% 17.32%
2021 0.68% -8.63%
2020 3.43% -3.27% 27.96%
Executive Directors
Steve Foots 2023 4.00% 15.92% -100.00%
2022 5.00% -10.17% 5.00%
2021 1.00% -25.87%
2020 2.00% 0.50% 0.00%
Louisa Burdett
5
2023
2022
2021
2020
Croda International Plc Annual Report & Accounts 2023128
Governance
Jez Maiden
6
2023 -56.67% -51.94% -100.00%
2022 5.00% -0.31% 5.00%
2021 1.00% 0.04%
2020 2.00% 2.29% 0.00%
Non-Executive Directors
Dame Anita Frew DBE 2023 4.00% -48.65%
2022 5.00%
2021 1.00%
2020 2.00% -100.00%
Helena Ganczakowski
7,8,9
2023 -70.48% -35.08%
2022 -1.01%
2021 4.84%
2020 11.41% -100.00%
Keith Layden 2023 4.00% -92.32%
2022 5.00%
2021 1.00%
2020 2.00% -100.00%
Roberto Cirillo 2023 4.00% -58.08%
2022 5.00%
2021 1.00%
2020 2.00% -100.00%
Jacqui Ferguson
8
2023 30.37% -16.69%
2022 13.47%
2021 1.00%
2020 2.00% -100.00%
John Ramsay
7,10
2023 4.00% -91.74%
2022 5.00%
2021 7.50%
2020
Julie Kim
11
2023 13.45% -75.03%
2022
2021
2020
Nawal Ouzren
12
2022 13.45% -75.78%
2022
2021
2020
Chris Good
13
2023
2022
2021
2020
1. The benefits for Non-Executive Directors relate to the undertaking of business travel on behalf of Croda and ensuring the Directors are not out of pocket for related
tax. No taxable business travel expenses were claimed by Non-Executive Directors in 2020 due to the COVID-19 pandemic and therefore there are no comparable
figures to give a % change in 2021. In 2022, Non-Executive Directors travel returned to pre-pandemic levels, however, reflective of the low levels of travel in the prior
year, the % change figures are not meaningful. These are 35,311% for Dame Anita Frew DBE, 471% for Roberto Cirillo, 1,726% for Jacqui Ferguson, 238% for
Helena Ganczakowski, 4,744% for Keith Layden, 727% for John Ramsay and -73% for Julie Kim. For a full breakdown of the benefits for non-Executive Directors
see page 127.
2. Bonus including annual bonus, DBSP and sales bonus.
3. The senior annual Bonus Plan and Croda Europe Discretionary Bonus Scheme did not pay out for 2019 or 2020 and therefore there is no comparable figure to give
a % change in 2021 for Executive Directors or the Average employee of the Group’s parent Company. For the Average UK employee, the % change in 2020 relates
to only a small number of employees who received a sales bonus. As the senior annual Bonus Plan and Croda Europe Discretionary Bonus Scheme paid out in full
for 2021, the bonus received by the Average UK employee in 2021 is significantly higher and as such the % change is not meaningful.
4. Excluding Executive Directors and Non-Executive Directors.
5. Louisa Burdett appointed 1 January 2023.
6. Jez Maiden retired from the Company on 31 May 2023. His salary and benefits were paid up until the date of his departure.
7. In 2020 Helena Ganczakowski was appointed as the Senior Independent Director and John Ramsay was appointed as the Chair of the Audit Committee.
Their fees were pro-rated accordingly.
8. Helena Ganczakowski was replaced by Jacqui Ferguson as the Chair of the Remuneration Committee on 1 September 2022 and the fees for both were
pro-rated accordingly.
9. Helena Ganczakowski stepped down from the Board on 26 April 2023.
10. John Ramsay was appointed to the Board on 1 January 2020 and therefore has no comparable remuneration figures for 2019.
11. Julie Kim was appointed to the Board on 1 September 2021 and voluntarily decided to waive her fees for 2021 and January 2022, she therefore has no comparable
remuneration figures for 2020 or 2021.
12. Nawal Ouzren was appointed to the Board 1 February 2022 and therefore has no comparable remuneration figures for 2021.
13. Chris Good was appointed to the Board 27 April 2023 and therefore has no comperable remuneration figures for 2022.
129Croda International Plc Annual Report & Accounts 2023
Relative importance of the spend on pay
The chart below shows the movement in spend on staff costs versus that in dividends and adjusted profit after tax.
0 50 100 150 200 250 300 350 400
20222023
£339.1m
£386.4m
£152.1m
£150.7m
£235.1m
£383.2m
Employee
remuneration
cost
1
Dividends
2
Adjusted profit
after tax
3
1. Employee remuneration costs, as stated in the notes to the Group accounts on page 170. These comprise all amounts charged against profit in respect of employee
remuneration for the relevant financial year, less redundancy costs and share-based payments, both of which can vary significantly from year to year.
2. Dividends are the amounts payable in respect of the relevant financial year.
3. Adjusted profit after tax is profit for the relevant year adjusted for exceptional items, acquisition costs, amortisation of intangible assets arising on acquisition and the
tax thereon.
14. Statement of voting (unaudited information)
Remuneration Policy
2023 AGM
Annual Report on Remuneration
2023 AGM
Number of votes number of votes % of votes number of votes % of votes
Votes cast in favour 108,740,593 94.16% 111,790,609 96.80%
Votes cast against 6,741,782 5.84% 3,691,283 3.20%
Total votes cast 115,482,375 100% 115,481,892 100%
Withheld 42,225 42,708
I will be available at the AGM to respond to any questions shareholders may raise on the Committee’s activities.
On behalf of the Board
Jacqui Ferguson
Chair of the Remuneration Committee
Remuneration Committee report continued
Croda International Plc Annual Report & Accounts 2023130
Governance
E. Summary of the Remuneration Policy
An updated Remuneration Policy was presented and approved by shareholders at the 2023 AGM. It is intended that this will operate until the AGM
in 2026. The full Remuneration Policy can be found on pages 113 to 121 of our Annual Report & Accounts 2022.
Remuneration Policy table
The table below sets out the main components of Croda’s Remuneration Policy for Executive Directors:
Operation Maximum opportunity
Framework used to assess performance
and for the recovery of sums paid
Basic salary – to assist in the recruitment and retention of high-calibre Executives
Normally reviewed annually with increases
effective from 1 January. Base salaries will
be set by the Committee, considering:
The performance and experience of the
individual concerned
Any change in scope, role and/or
responsibilities
Pay and employment conditions elsewhere
in the Group
Rates of inflation and market-wide wage
increases across international locations
The geographical location of the
Executive Director
Rates of pay in relevant sector and
pan-sector companies of a comparable
size and complexity.
Salaries may be increased each year
in percentage of salary terms.
The Committee will be guided by
the salary increase budget set in
each region and across the
workforce generally.
Increases beyond those linked to the
region of the Executive Director or
the workforce as a whole (in
percentage of salary terms) may be
awarded by the Committee at its
discretion. For example, where there
is a change in responsibility,
experience or a significant increase
in the scale of the role and/or size,
value or complexity of the Group.
The Committee retains the flexibility
to set the salary of a new hire at a
discount to the market level initially,
and to implement a series of planned
increases in subsequent years, in
order to bring the salary to the
desired positioning, subject to
individual performance.
The Committee considers individual salaries taking
due account of the relevant factors set out in this
Policy, which includes individual performance.
Operation Maximum opportunity
Framework used to assess performance
and for the recovery of sums paid
Benefits – to provide competitive benefits to act as a retention mechanism and reward service
The Group typically provides the
following benefits:
Company car (or cash allowance)
Private fuel allowance
Private health insurance, life assurance and
other insured benefits
Other ancillary benefits, including travel
reimbursement, relocation expenses/
arrangements (including tax thereon)
as required.
Additional benefits might be provided from
time to time (for example in circumstances
where an Executive Director is deployed to,
or recruited from overseas).
The Committee will consider whether the
payment of any additional benefits is
appropriate and proportionate when
determining whether they are paid.
The cost of benefits is not pre-
determined and may vary from year to
year based on the cost to the Group.
None.
131Croda International Plc Annual Report & Accounts 2023
Performance-related senior annual Bonus Plan – to incentivise and reward delivery of the Group’s key annual objectives and to
contribute to longer-term alignment with shareholders
The senior annual Bonus Plan provides
for payment of an annual bonus to
Executive Directors and other senior
employees of the Group, subject to
certain performance conditions.
Normally one third of any bonus payable is
compulsorily deferred into shares for three
years through the Deferred Bonus Share
Plan (DBSP).
The Committee has the discretion to permit
DBSP awards to benefit from dividends on
shares that vest.
The balance of the bonus is paid in cash.
Group Chief Executive: 175% of salary.
Other Executive Director: 150% of salary.
In exceptional circumstances, and only
in connection with recruitment, annual
awards may be made up to 200% of
salary. This maximum does not apply to
the incumbent Executive Directors at
the time the Policy is approved.
The majority of the bonus will typically be based
on challenging financial targets set in line with the
Group’s KPIs (for example profit growth targets).
For a minority of the bonus, targets related to
other Group measures, such as sustainability,
may be included where this is considered
appropriate by the Committee.
For a profit measure, bonus normally starts to
accrue once the threshold target is met, from 0%
payable rising on a graduated scale to 100% for
outperformance. Were an additional financial KPI
metric to be introduced, the amount payable for
threshold performance would not exceed 25%
of maximum.
In relation to any sustainability measure, the
structure of the target will vary based on the
nature of the target set.
The Committee applies a Discretion Framework,
which includes health, safety and environmental
performance, when determining the actual overall
level of individual bonus payments and it may
adjust the bonus awards (including potentially
reducing to zero) if it considers it appropriate
to do so.
Bonuses paid are subject to provisions that
enable the Committee to recover value overpaid
through the withholding of variable pay previously
earned or granted (malus) or through requesting
a payment from an individual (clawback) in the
event of a misstatement of results, an error in
assessing the performance conditions, serious
misconduct, serious reputational damage or
material corporate failure. The provisions will
operate for a three-year period following the
date on which the bonus is paid.
Remuneration Committee report continued
Croda International Plc Annual Report & Accounts 2023132
Governance
Operation Maximum opportunity
Framework used to assess performance
and for the recovery of sums paid
Performance Share Plan (PSP) – to incentivise and reward the execution of business strategy over the longer term and to reward
sustained growth in profit and shareholder value
The PSP provides for awards of free shares
(i.e. either conditional shares or nil-cost
options) normally made annually which vest
after three years subject to continued service
and the achievement of challenging
performance conditions.
Shares are subject to a two-year post-vesting
holding period.
The Committee has the discretion to permit
awards to benefit from the dividends paid on
shares that vest.
Normal maximum opportunity of:
Group Chief Executive: 250%
of salary.
Other Executive Director: 200%
of salary.
In exceptional circumstances
(e.g. recruitment), awards may be
granted up to 300% of salary (e.g. to
compensate for value forfeited from
a previous employer).
Granted subject to a blend of challenging
financial (e.g. EPS), shareholder return
(e.g. relative TSR) and strategic targets
(e.g. sustainability). The performance targets
may also include an additional underpin
(e.g. a ROIC underpin).
Targets will normally be tested over three years.
In relation to financial targets (e.g. EPS growth
and TSR) 25% of awards subject to such targets
will vest for threshold performance with a
graduated scale operating through to full
vesting for equalling or exceeding the maximum
performance targets (no awards vest for
performance below threshold). In relation
to strategic targets or underpin targets, the
structure of the target will vary based on the
nature of target set (e.g. for milestone strategic
targets it may not always be practicable to set
such targets using a graduated scale and so
vesting may take place in full for strategic targets
if the criteria are met in full).
Vesting is also dependent on application of the
Discretion Framework, including satisfactory
underlying financial performance of the Group
over the performance period, and the Committee
may adjust outcomes (including potentially
reducing to zero) if it considers it appropriate
to do so.
There are also provisions that enable the
Committee to recover value overpaid through the
withholding of variable pay previously earned or
granted (malus) or through requesting a payment
from an individual (clawback) in the event of a
misstatement of results, an error in assessing
the performance conditions, serious misconduct,
serious reputational damage or material
corporate failure. The provisions will operate for a
three-year period following the date on which the
PSP awards vest.
133Croda International Plc Annual Report & Accounts 2023
Operation Maximum opportunity
Framework used to assess performance
and for the recovery of sums paid
All-employee share plans – to encourage retention and long-term shareholding in the Company and to provide all employees with the
opportunity to become shareholders in the Company on similar terms
Periodic invitations are made to participate in
the Group’s Sharesave Scheme and Share
Incentive Plan.
Shares acquired through these arrangements
have significant tax benefits in the UK subject
to satisfying certain HMRC requirements.
The plans can only operate on an all-
employee basis.
The plans operate on similar terms but
on a non-tax favoured basis outside the
UK as appropriate.
In the event that Croda were to introduce
an all-employee plan similar in nature to the
current Sharesave and Share Incentive Plan,
or where an Executive Director is located
overseas, the Committee retains the
discretion to allow Executive Directors to
participate in all-employee share plans on
the same basis as other employees.
In relation to HMRC plans
(or equivalent) the maximum
participation level is as per
HMRC limits.
For any other all-employee plan
the maximum opportunity available
to Executive Directors will be
equivalent to the maximum
applying to all employees.
There are no post-grant targets currently
applicable to the Group’s Sharesave and
Share Incentive Plan.
Pension – to provide competitive long-term retirement benefits and to act as a retention mechanism and reward service
Pension benefits are typically provided
either through (i) participation in the UK’s
defined benefit pension plan with a cash
supplement provided above any pension
salary cap; or (ii) a cash supplement
provided in lieu of pension.
In the event an Executive Director is
located overseas, the Committee retains
the discretion to offer pension benefits in
line with local practice.
Only basic salary is pensionable.
In line with current pension benefits
provided to all UK employees, Career
Average Revalued Earnings scheme
(CARE) with a maximum 1/60
th
accrual up to a capped salary plus
cash allowance of 20% of salary
above the cap; or cash allowance
of 20% of salary.
Pension benefits for an overseas
Executive Director would be aligned
with workforce rates.
None.
Legacy arrangements
For the current CEO, and in line with other employees, there is a legacy capped defined benefit pension scheme. While there are no future
accruals, the arrangement remains inflation-linked.
Remuneration Committee report continued
Croda International Plc Annual Report & Accounts 2023134
Governance
Directors’ report
Other disclosures
Pages 70 to 138 inclusive, together with the sections of the
Annual Report and Accounts incorporated by reference, constitute
a Directors’ Report that has been drawn up and presented in
accordance with applicable English company law; the liabilities of the
Directors in connection with that report are subject to the limitations
and restrictions provided by that law.
Research and development
Research and development activities are undertaken with the prospect
of gaining new scientific or technical knowledge and understanding.
Dividends
The Directors are recommending a final dividend of 62.0p per share
(2022: 61.0p). If approved by shareholders, total dividends for the year
will amount to 109.0p per share (2022: 108.0p). Details of dividends
are shown in note 8 on page 169; details of the Company’s Dividend
Reinvestment Plan can be found on page 204. The Company has
established various Employee Benefit Trusts (EBTs) in connection with
the obligation to satisfy future share awards under employee share
incentive schemes. The trustees of the EBTs have waived their rights
to receive dividends on certain Ordinary Shares of the Company held
in the EBTs. Such waivers represent less than 1% of the total dividend
payable on the Company’s Ordinary Shares. Further details of the
EBTs can be found in note 24 on page 193.
Directors
The Company’s Articles of Association (Articles) give the Directors
power to appoint and replace Directors. Under the terms of
reference of the Nomination Committee, any appointment must be
recommended by the Nomination Committee for approval by the
Board of Directors. The present Directors of the Company are shown
on pages 72 to 73.
In line with the 2018 UK Corporate Governance Code, each
Director will be standing for election or re-election at the AGM, with
the exception of Anita Frew who will retire at the AGM. Details of the
Directors’ service contracts are given in the Directors’ Remuneration
Report on pages 127 to 128.
Apart from the share option schemes, long-term incentive schemes
and service contracts, no Director had any beneficial interest in any
contract to which the Company or a subsidiary was a party during the
year. A statement indicating the beneficial and non-beneficial interests
of the Directors in the share capital of the Company, including share
options, is shown in the Directors’ Remuneration Report on page 125.
The Directors are responsible for managing the business of
the Company and may exercise all the powers of the Company subject
to the provisions of relevant statutes, the Company’s Articles and any
directions given by special resolution.
Directors’ indemnities
The Company maintains Directors’ and Officers’ liability insurance
that gives appropriate cover for any legal action brought against its
Directors. The Company has also granted indemnities to each of its
Directors, members of the Executive Committee and the Company
Secretary, which represent ‘qualifying third party indemnity provisions’
(as defined by Section 234 of the Companies Act 2006), in relation to
certain losses and liabilities that the Directors, Executive Committee
members or Company Secretary may incur to third parties in the
course of acting as Directors or the Company Secretary or as
employees of the Company or of any associated company. In addition,
such indemnities have been granted to other officers of the Company
who are Directors of subsidiary companies within the Group. Such
indemnities were in place during 2023 and at the date of approval of
the Group financial statements.
Share capital
At the date of this report, 142,536,884 Ordinary Shares of 10.609756p
each have been issued and are fully paid up and quoted on the London
Stock Exchange. At the date of this Report, the Company has issued
and fully paid up 21,900 7.5% Cumulative Preference Shares, 498,434
6.6% Cumulative Preference Shares and 615,562 5.9% Cumulative
Preference Shares, all of £1 each (the Preference Shares). The rights
and obligations attached to the Company’s Ordinary Shares and
Preference Shares are set out in the Articles. The Articles are available
on the Company’s website www.croda.com or copies can be obtained
from Companies House in the UK or by writing to the Company
Secretary. There are no restrictions on the voting rights attached to
the Company’s Ordinary Shares or on the transfer of securities in the
Company. The 7.5% Cumulative Preference Shares do not confer on
the holders any right to receive notice of or to be present or to vote at
any general meeting of the Company unless the cumulative preferential
dividend on such shares is more than 12 calendar months in arrears.
The 6.6% and 5.9% Cumulative Preference Shares do not confer on
the holders any right to receive notice of or to be present or to vote at
any general meeting of the Company, unless the cumulative preferential
dividend on such shares is more than six calendar months in arrears or
the business of the general meeting includes the consideration of a
resolution for reducing the share capital of the Company, to sell the
undertaking of the Company or to alter the Articles. No person holds
securities in the Company that carry special rights with regard to
control of the Company. The Company is not aware of any agreements
between holders of securities that may result in restrictions on the
transfer of securities or on voting rights.
Power to issue or buy back shares
At the 2023 AGM, authority was given to the Directors to allot unissued
shares in the Company up to a maximum amount equivalent to
approximately one third of the issued share capital, excluding shares
held in treasury, for general purposes, plus up to a further one third of
the Company’s issued share capital, excluding shares held in treasury,
but only in the case of a rights issue.
A further special resolution passed at that meeting granted authority to
the Directors to allot equity securities in the Company for cash, without
regard to the pre-emption provisions of the Companies Act 2006. Both
of these authorities expire on the date of the 2024 AGM, that is 24 April
2024, and so the Directors propose to renew them for a further year.
135Croda International Plc Annual Report & Accounts 2023
Directors’ report continued
Substantial shareholdings
As at 31 December 2023 in accordance with DTR 5 the holders of
notifiable interests in the Company’s share capital are shown in the
table below.
Number of
shares
% of issued
capital
BlackRock, Inc. 8,534,795 6.62%
Norges Bank 8,858,665 6.34%
Massachusetts Financial
Services Company 7,012,533 5.02%
Royal Bank of Canada 5,093,443 3.65%
Employees
Diversity: We are committed to the principle of equal opportunity
in employment and to ensuring that no applicant or employee
receives less favourable treatment on the grounds of any protected
characteristic or is disadvantaged by conditions or requirements that
cannot be shown to be justified. Group human resources policies are
clearly communicated to all of our employees and are available through
the Company intranet.
Recruitment and progression: It is established policy throughout the
business that decisions on recruitment, career development, promotion
and other employment related issues are made solely on the grounds
of individual ability, achievement, expertise and conduct.
We give full and fair consideration to applications for employment from
people with disabilities, having regard to their particular aptitudes and
abilities. Should an employee become disabled during their
employment with the Company, they are fully supported by our
Occupational Health provision. Efforts are made to continue their
employment with reasonable adjustments being made to the
workplace and role where feasible. Retraining is provided if necessary.
Development and learning: The Company recognises that the key
to future success lies in the skills and abilities of its dedicated global
workforce. The continuous development of all of our employees
is key to meeting the future demands of our customers, especially
in relation to enhanced creativity, innovation and customer service.
Involvement: We are committed to ensuring that employees share
in the success of the Group. Owning shares in the Company is an
important way of strengthening involvement in the development
of the business and bringing together employees’ and shareholders’
interests. In 2023, 83% of our UK employees and 71% of our non-UK
employees participated in one of our all-employee share plans,
indicating employees’ continued desire to be involved in theCompany.
Employees are kept informed of matters of interest to them in a
variety of ways, including the Company magazine, Croda Way;
quarterly updates; the Company intranet, SharePoint; team briefings;
podcasts; webinars; Yammer, and Croda Now email messages.
These communications help achieve a common awareness of the
financial and economic factors affecting the performance of Croda
and of changes within the business. We are committed to providing
employees with opportunities to share their views and provide
feedback on issues that are important to them. The Directors maintain
oversight of employee matters through the Board and Committee
meeting processes and information flows, including regular updates on
employee matters and employee feedback received through employee
engagement surveys. How the Directors engaged with employees and
considered their interests when taking key decisions is further detailed
on pages 78 to 81.
Non-financial reporting directive
The Companies, (Strategic Report) (Climate-related Financial
Disclosure) Regulations 2022 (the Regulations) require companies to
disclose non-financial information necessary to provide investors and
other stakeholders with a better understanding of a company’s
development, performance, position and impact of its activity.
Throughout this Annual Report the Directors have disclosed a mix
of financial and non-financial KPIs which they believe best reflect
the Group’s strategic priorities, and which will help to convey an
understanding of the culture of the business and the drivers which
contribute to the ongoing success of the Company. Please see the
non-financial and sustainability information statement on pages 68 to
69 which sets out where stakeholders can find information relating to
non-financial matters.
Mandatory XBRL tagging
The Board reviewed the process that had been developed to ensure
that the primary financial statements and the notes to the financial
statements had been tagged in line with required taxonomy.
Other disclosures
Certain information that is required to be included in the Directors’
Report can be found elsewhere in this document as referred to below,
each of which is incorporated by reference into the Directors’ Report:
Information on greenhouse gas emissions can be found on page34.
Information on energy consumption can be found on page 34.
Information on energy efficiency can be found on page 34.
Information on gas emissions, energy consumption and energy
efficiency – other disclosures can be found on page 34.
For the purposes of Listing Rule (LR) 9.8.6R(8) the information
on climate-related financial disclosures consistent with the TCFD
recommendation and the TCFD recommended disclosure can be
found on pages 59 to 67.
Further details of the actions which the Group is taking to reduce
emissions can also be found in the Sustainability Impact Report and
at www.croda.com.
An indication of likely future developments in the Group’s
businesscan be found throughout the Strategic Report,
starting on page 1.
The long-term viability statement can be found on page 58.
Information on the appropriateness of adopting the going concern
basis of the accounts can be found on page 157.
Our approach to risk management can be found on
pages 51 to53.
Details of the services provided to shareholders can be found
onpages 204 to 205 and on the Company’s website.
An indication of the Company’s overseas branches are on
pages201 to 203.
There have been no events affecting the Company since the financial
year end to report to shareholders in accordance with the Accounts
Regulations and Disclosure Guidance and Transparency Rules.
For the purposes of Listing Rule (LR) 9.8.4R, the information required
to be disclosed by LR 9.8.4R can be found on page 137.
All the information cross referenced above is incorporated by reference
into the Directors’ Report.
Croda International Plc Annual Report & Accounts 2023136
Governance
References in this document to other documents on the Company’s
website, such as the Sustainability Impact Report, are included as an
aid to their location and are not incorporated by reference into any
section of the Annual Report and Accounts.
Independent auditor
Our auditor, KPMG, have indicated their willingness to continue
in office and, on the recommendation of the Audit Committee,
a resolution regarding their re-appointment and remuneration
will be submitted to the AGM on 24 April 2024.
Audit information
The Directors confirm that, so far as they are aware, there is no
relevant audit information of which the Company’s auditor is unaware,
and that they have each taken all the steps they ought to have taken
as a Director in order to make themselves aware of any relevant audit
information and to establish that the Company’s auditor is aware of
that information.
Articles of Association
Unless expressly specified to the contrary in the Articles, the
Company’s Articles may be amended by a special resolution
of the Company’s shareholders.
A copy of the Articles is available at www.croda.com
Significant contracts and change of control
The Group has borrowing facilities which may require the immediate
repayment of all outstanding loans together with accrued interest
in the event of a change of control. The rules of the Company’s
employee share plans set out the consequences of a change in control
of the Company on participants’ rights under the plans. Generally, such
rights will vest and become exercisable on a change of control subject
to the satisfaction of performance conditions. None of the Executive
Directors’ service contracts contain provisions that are affected by
a change of control and there are no other agreements that the
Company is party to that take effect, alter or terminate in the event
of a change of control of the Company, which are considered to be
significant in terms of their potential impact on the Group. The
Company does not have any contractual or other arrangements
that are essential to the business of the Group.
Political donations
No donations were made for political purposes during the year
(2022: £nil).
Financial risk management
The Group’s exposure to and management of capital, liquidity, credit,
interest rate and foreign currency risks are contained in note 20 on
pages 186 to 187.
Listing Rule (LR) 9.8.4R information
Section Topic Page reference
(1) Capitalised interest Not applicable
(2) Publication of unaudited financial information Not applicable
(3) Smaller related party transactions Not applicable
(4) Details of long term incentive schemes established specifically to recruit or retain a Director Not applicable
(5) (6) Waiver of emoluments by a Director Page 126
(7) (8) Allotments of equity securities for cash Not applicable
(9) Participation in a placing of equity securities Not applicable
(10) Contracts of significance Page 137
(11) (14) Controlling shareholder disclosures Not applicable
(12) (13) Dividend waiver Page 135
137Croda International Plc Annual Report & Accounts 2023
Statement of Directors’ responsibilities
in respect of theAnnual Report and the
financialstatements
The Directors are responsible for preparing the Annual Report
and the Group and parent Company financial statements in
accordance with applicable law and regulations.
Company law requires the Directors to prepare Group and parent
Company financial statements for each financial year. Under that
law they are required to prepare the Group financial statements in
accordance with international accounting standards in conformity
with the requirements of the UK-adopted international accounting
standards and applicable law and have elected to prepare the
parent Company financial statements in accordance with UK
accounting standards and applicable law, including FRS 101
Reduced Disclosure Framework.
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 parent Company and
of the Group’s profit or loss for that period. In preparing each of
the Group and parent Company financial statements, the
Directors are required to:
select suitable accounting policies and then apply
them consistently;
make judgements and estimates that are reasonable,
relevant, reliable and prudent;
for the Group financial statements, state whether they
have been prepared in accordance with international
accounting standards in conformity UK-adopted
international accounting standards;
for the parent Company financial statements, state whether
applicable UK accounting standards have been followed,
subject to any material departures disclosed and explained
in the parent Company financial statements;
assess the Group and parent Company’s ability to continue
as a going concern, disclosing, as applicable, matters related
to going concern; and
use the going concern basis of accounting unless they either
intend to liquidate the Group or the parent Company or to
cease operations, or have no realistic alternative but to do so.
The Directors are responsible for keeping adequate accounting
records that are sufficient to show and explain the parent
Company’s transactions and disclose with reasonable accuracy
at any time the financial position of the parent Company and
enable them to ensure that its financial statements comply with
the Companies Act 2006. They are responsible for such internal
control as they determine is necessary to enable the preparation
of financial statements that are free from material misstatement,
whether due to fraud or error, and have general responsibility for
taking such steps as are reasonably open to them to safeguard
the assets of the Group and to prevent and detect fraud and
other irregularities.
Under applicable law and regulations, the Directors are also
responsible for preparing a Strategic Report, Directors’ Report,
Directors’ Remuneration Report and Corporate Governance
Statement that complies with that law and those regulations.
The Directors are responsible for the maintenance and integrity
of the corporate and financial information included on the
Company’s website. Legislation in the UK governing the
preparation and dissemination of financial statements may
differ from legislation in other jurisdictions.
In accordance with Disclosure Guidance and Transparency Rule
(“DTR”) 4.1.16R, the financial statements will form part of the
annual financial report prepared under Disclosure Guidance and
Transparency Rule (“DTR”) 4.1.17R and 4.1.18R. The auditor’s
report on these financial statements provides no assurance over
whether the annual financial report has been prepared in
accordance with those requirements.
Responsibility statement of the Directors in
respect of the annual financial report
We confirm that to the best of our knowledge:
the financial statements, prepared in accordance with the
applicable set of accounting standards, give a true and fair view
of the assets, liabilities, financial position and profit or loss of the
Company and the undertakings included in the consolidation
taken as a whole; and
the Strategic Report includes a fair review of the development
and performance of the business and the position of the issuer
and the undertakings included in the consolidation taken as a
whole, together with a description of the principal risks and
uncertainties that they face.
We consider the Annual Report and Accounts, taken as a whole,
isfair, balanced and understandable and provides the information
necessary for shareholders to assess the Group’s position and
performance, business model and strategy.
The Directors’ Report and the Strategic Report, including the sections
of the Annual Report and Accounts incorporated by reference, is the
‘management report’ for the purposes of the Financial Conduct
Authority Disclosure Guidance and Transparency Rules (DTR 4.1.8R).
It was approved by the Board on 26 February 2024 and is signed on
its behalf by
Tom Brophy,
Group General Counsel and Company Secretary
26 February 2024
Directors’ report continued
Croda International Plc Annual Report & Accounts 2023138
Governance
KPMG LLP’s Independent Auditor’s Report
To the members of Croda International Plc
Croda International Plc Annual Report and Accounts 2023 141
1. Our opinion is unmodified
In our opinion:
the financial statements of Croda International Plc give a true and fair view of the state of the Group's and of the Parent Company's affairs as
at 31 December 2023, and of the Group's profit for the year then ended;
the Group financial statements have been properly prepared in accordance with UK-adopted international accounting standards;
the Parent Company financial statements have been properly prepared in accordance with UK accounting standards, including FRS 101 Reduced
Disclosure Framework; and
the Group and Parent Company financial statements have been prepared in accordance with the requirements of the Companies Act 2006.
What our opinion covers
We have audited the Group and Parent Company financial statements of Croda International Plc (“the Company”) for the year ended 31 December 2023
(FY23) included in the Annual Report and Accounts, which comprise:
Group (Croda International Plc and its subsidiaries) Parent Company (Croda International Plc)
Group Income Statement;
Group Statement of Comprehensive Income;
Group Balance Sheet;
Group Statement of Cash Flows;
Group Statement of Changes in Equity; and
Notes 1 to 28 to the Group financial statements, including the accounting
policies on pages 157 to 163.
Company Balance Sheet;
Company Statement of Changes in Equity; and
Notes A to O to the Parent Company financial statements, including the
accounting policies on page 197.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”) and applicable law. Our responsibilities are described
below. We believe that the audit evidence we have obtained is a sufficient and appropriate basis for our opinion. Our audit opinion and matters included
in this report are consistent with those discussed and included in our reporting to the Audit Committee (“AC”).
We have fulfilled our ethical responsibilities under, and we remain independent of the Group in accordance with, UK ethical requirements including the
FRC Ethical Standard as applied to listed public interest entities.
139Croda International Plc Annual Report & Accounts 2023
KPMG LLP’s Independent Auditor’s Report continued
142 Croda International Plc Annual Report and Accounts 2023
2. Overview of our audit
Factors driving
our view of
risks
Our risk assessment considers the Group’s operations, the macro-economic
environment and other relevant external factors which impact the results of the
Group. Having considered these external factors, we have identified the below
key audit matters.
The estimated recoverable amount of the Flavours goodwill is sensitive to changes
in key assumptions. There is limited headroom in the model and therefore the
recoverable amount of goodwill in the Flavours CGU continues to be a key audit
matter, however the level of risk has reduced compared to FY22 as a result of the
impairment recognised the prior year. We have identified the valuation of the
Flavours Cash Generating Unit (CGU) to be a significant risk of error.
We have identified the valuation of the UK defined benefit pension scheme liabilities
as a key audit matter given the scheme remains open to future accrual and new
members, and due to the significant estimation uncertainty with regards to key
assumptions used for determining the valuation of gross defined benefit liabilities.
The sensitivity of the estimation is heightened when there is volatility in the macro-
economic conditions, as currently experienced in the UK in FY22 and FY23.
Following the divestment of the PTIC (“Performance Technologies and Industrial
Chemicals”) businesses in FY22, the key focus for the Parent Company audit is
the recoverability of the shares in Group undertakings and amounts owed by
Group undertakings given they represent a significant portion of the Company's
assets; accordingly this has been reinstated as a key audit matter.
Key Audit Matters (“KAM”)
Vs
FY22 Item
Flavours goodwill impairment
4.1
V
aluation of UK defined benefit
pension scheme liabilities
4.2
Recoverability of Parent
Company’s shares in Group
undertakings and amounts
owed by Group
4.3
Key
Decrease in
level of risk
No change in
level of risk
A
udit
Committee
interaction
During the year, the Audit Committee
(
“AC”
)
met five times. KPMG are invited to attend all AC meetings and are provided with an
opportunity to meet with the AC in private sessions without the Executive Directors being present. For each Key Audit Matter, we have
set out communications with the AC in section 4, including matters that required particular judgement for each. The matters included in
the Audit Committee Chair’s report on pages 100 to 105 are materially consistent with our observations of those meetings.
Our
independence
We have fulfilled our ethical
r
esponsibilities under, and we remain independent of
the Group in accordance with, UK ethical requirements including the FRC Ethical
Standard as applied to listed public interest entities.
We have not performed any non-audit services during FY23 or subsequently
which are prohibited by the FRC Ethical Standard.
We were first appointed as auditor by the shareholders for the year ended
31 December 2018. The period of total uninterrupted engagement is for
the 6 financial years ended 31 December 2023.
The Group engagement partner is required to rotate every five years. As these are
the third set of the Group’s financial statements signed by Ian Griffiths, he will be
required to rotate off after the FY25 audit.
The average tenure of partners responsible for component audits as set out in
section 7 below is 2.7 years, with the shortest being 1 and the longest being 6.
Total audit fee £2.5m
A
udit related fees
(including interim review)
£0.3m
Other services £0.001m
Non-audit fee as a % of total
audit and audit related fee %
12%
Date first appointed 25 April 2018
Uninterrupted audit tenure 6 years
Next financial period
which requires a tender
2028
Tenure of Group engagement
partner
3 years
A
verage tenure of component
signing partners
2.7 years
Materiality
(item 6 below)
The scope of our work is influenced by our view of materiality and our assessed risk of material misstatement.
We have determined overall materiality for the Group financial statements as a whole at £16m (FY22: £18m) and for the Parent
Company financial statements as a whole at £8.7m (FY22: £8.7m).
Consistent with FY22, we determined that Group profit before tax from continuing operations (“PBT”) normalised for goodwill
impairment, and restructuring costs, remains the benchmark for the Group as the Group is a profit-making trading business.
A
s such, we based our Group materiality on normalised PBT, of which it represents 4.7% (FY22: 4.7%).
Materiality for the Parent Company financial statements was determined with reference to a benchmark of Parent Company
total assets of which it represents 0.3% (FY22: 0.3%).
Group Group Materiality
GPM Group Performance Materiality
HCM Highest Component Materiality
PLC Parent Company Materiality
LCM Lowest Component Materiality
A
MP
T
Audit Misstatement Posting Threshold
KPMG LLP’s Independent Auditor’s Report continued
Group
GPM
HCM
PLC
LCM
AMPT
18.0
16.0
13.5
12.0
9.9
8.8
8.7
8.7
1.8
1.6
0.8
0.9
FY22 £mFY23 £m
Materiality levels used in our audit
Croda International Plc Annual Report & Accounts 2023140
Financial statements
Croda International Plc Annual Report and Accounts 2023 143
Group scope
(item 7 below)
We have performed risk assessment and planning procedures to determine which of the Group’s components are likely to
include risks of material misstatement to the Group financial statements, the type of procedures to be performed at these
components and the extent of involvement required from our component auditors around the world.
Of the Group’s 86 reporting components, we subjected 8 (FY22: 11) to full scope audits for Group purposes and 6 (FY22: 4)
to specified risk-focused audit procedures as these are not individually significant but were included in the scope of our Group
reporting work in order to provide further coverage over the Group’s results.
The components within the scope of our work accounted for the percentages illustrated below.
In addition, we have performed Group level analysis on the remaining components to determine whether further risks of material
misstatement exist in those components.
We consider the scope of our audit, as communicated to the Audit Committee, to be an appropriate basis for our audit opinion.
The impact of
climate change
on our audit
In planning our audit, we have considered the potential impact of climate change on the Group’s business and its financial
statements. The Group is monitoring Climate Positive targets and Science Based Targets in line with limiting global warming to
1.5ºC by 2030, and to be climate net zero by 2050. Climate change initiatives impact the Group in a variety of ways including
opportunities and risks relating to bio-based raw material supply, operational and supply chain decarbonisation and emerging
regulatory requirements such as carbon taxes. Further information is provided on pages 59 to 67.
The Group considered the impact of climate change and the Group’s targets in the preparation of the financial statements,
including an evaluation of critical accounting estimates and judgements. The Group concluded that this did not have a material
effect on the consolidated financial statements, as described on pages 157 and 158.
We performed a risk assessment, taking into account climate change risks and commitments made by the Group, considering
how climate change may impact the financial statements and our audit. This included enquiries of management, consideration
of the Group’s processes for assessing the potential impact of climate change risk on the consolidated financial statements and
assessing the TCFD scenario analysis performed by the Group, including their assessment of critical accounting estimates and
j
udgements, and the effect on our audit. Our risk assessment considered in particular the potential impact on the recoverable
amount of goodwill and intangible assets, the estimates made regarding useful economic lives of property, plant and equipment,
going concern and the valuation of certain unquoted pension assets.
We held discussions with our own climate change professionals to challenge our risk assessment.
Based on our risk assessment we determined that the climate related risks to the Group’s business, strategy and financial
planning do not have a significant impact on balances in the consolidated financial statements or on our key audit matters.
We have read the Group’s disclosure of climate related information in the front half of the Annual Report as set out on pages
98 and 99, and considered consistency with the financial statements and our audit knowledge.
KPMG LLP’s Independent Auditor’s Report continued
142 Croda International Plc Annual Report and Accounts 2023
2. Overview of our audit
Factors driving
our view of
risks
Our risk assessment considers the Group’s operations, the macro-economic
environment and other relevant external factors which impact the results of the
Group. Having considered these external factors, we have identified the below
key audit matters.
The estimated recoverable amount of the Flavours goodwill is sensitive to changes
in key assumptions. There is limited headroom in the model and therefore the
recoverable amount of goodwill in the Flavours CGU continues to be a key audit
matter, however the level of risk has reduced compared to FY22 as a result of the
impairment recognised the prior year. We have identified the valuation of the
Flavours Cash Generating Unit (CGU) to be a significant risk of error.
We have identified the valuation of the UK defined benefit pension scheme liabilities
as a key audit matter given the scheme remains open to future accrual and new
members, and due to the significant estimation uncertainty with regards to key
assumptions used for determining the valuation of gross defined benefit liabilities.
The sensitivity of the estimation is heightened when there is volatility in the macro-
economic conditions, as currently experienced in the UK in FY22 and FY23.
Following the divestment of the PTIC (“Performance Technologies and Industrial
Chemicals”) businesses in FY22, the key focus for the Parent Company audit is
the recoverability of the shares in Group undertakings and amounts owed by
Group undertakings given they represent a significant portion of the Company's
assets; accordingly this has been reinstated as a key audit matter.
Key Audit Matters (“KAM”)
Vs
FY22 Item
Flavours goodwill impairment
4.1
V
aluation of UK defined benefit
pension scheme liabilities
4.2
Recoverability of Parent
Company’s shares in Group
undertakings and amounts
owed by Group
4.3
Key
Decrease in
level of risk
No change in
level of risk
A
udit
Committee
interaction
During the year, the Audit Committee
(
“AC”
)
met five times. KPMG are invited to attend all AC meetings and are provided with an
opportunity to meet with the AC in private sessions without the Executive Directors being present. For each Key Audit Matter, we have
set out communications with the AC in section 4, including matters that required particular judgement for each. The matters included in
the Audit Committee Chair’s report on pages 100 to 105 are materially consistent with our observations of those meetings.
Our
independence
We have fulfilled our ethical
r
esponsibilities under, and we remain independent of
the Group in accordance with, UK ethical requirements including the FRC Ethical
Standard as applied to listed public interest entities.
We have not performed any non-audit services during FY23 or subsequently
which are prohibited by the FRC Ethical Standard.
We were first appointed as auditor by the shareholders for the year ended
31 December 2018. The period of total uninterrupted engagement is for
the 6 financial years ended 31 December 2023.
The Group engagement partner is required to rotate every five years. As these are
the third set of the Group’s financial statements signed by Ian Griffiths, he will be
required to rotate off after the FY25 audit.
The average tenure of partners responsible for component audits as set out in
section 7 below is 2.7 years, with the shortest being 1 and the longest being 6.
Total audit fee £2.5m
A
udit related fees
(including interim review)
£0.3m
Other services £0.001m
Non-audit fee as a % of total
audit and audit related fee %
12%
Date first appointed 25 April 2018
Uninterrupted audit tenure 6 years
Next financial period
which requires a tender
2028
Tenure of Group engagement
partner
3 years
A
verage tenure of component
signing partners
2.7 years
Materiality
(item 6 below)
The scope of our work is influenced by our view of materiality and our assessed risk of material misstatement.
We have determined overall materiality for the Group financial statements as a whole at £16m (FY22: £18m) and for the Parent
Company financial statements as a whole at £8.7m (FY22: £8.7m).
Consistent with FY22, we determined that Group profit before tax from continuing operations (“PBT”) normalised for goodwill
impairment, and restructuring costs, remains the benchmark for the Group as the Group is a profit-making trading business.
A
s such, we based our Group materiality on normalised PBT, of which it represents 4.7% (FY22: 4.7%).
Materiality for the Parent Company financial statements was determined with reference to a benchmark of Parent Company
total assets of which it represents 0.3% (FY22: 0.3%).
Group Group Materiality
GPM Group Performance Materiality
HCM Highest Component Materiality
PLC Parent Company Materiality
LCM Lowest Component Materiality
A
MP
T
Audit Misstatement Posting Threshold
26%
19%
55%
Revenue
17%
7%
76%
Group PBT
Key
Specified risk-focused audit procedures
Remaining components
Full scope audits
19%
4%
77%
Total assets
141Croda International Plc Annual Report & Accounts 2023
KPMG LLP’s Independent Auditor’s Report continued
144 Croda International Plc Annual Report and Accounts 2023
3. Going concern, viability and principal risks and uncertainties
The Directors have prepared the financial statements on the going concern basis as they do not intend to liquidate the Group or the Parent Company
or to cease their operations, and as they have concluded that the Group’s and the Parent Company’s financial position means that this is realistic.
They have also concluded that there are no material uncertainties that could have cast significant doubt over their ability to continue as a going concern
for at least a year from the date of approval of the financial statements (“the going concern period”).
Going concern
We used our knowledge of the Group, its industry, and the general economic environment
to identify the inherent risks to its business model and analysed how those risks might
affect the Group’s and Parent Company’s financial resources or ability to continue
operations over the going concern period (going concern is considered 12 months from
approval of the financial statements). The Group issued two profit warnings in 2023 to
announce the reduction in its expected profit before tax at year end. The reduced profits
were driven by customer destocking activities which were unprecedented as set out in the
Strategic Report on page 19. The risk that we considered most likely to adversely affect the
Group’s and Parent Company’s available financial resources and metrics relevant to debt
covenants over this period was:
Further customer destocking and weaker demand could have an adverse impact on the
Group’s future cashflows, forecasts and overall profitability, as seen through 2023
We also considered less predictable but realistic second order impacts, such as regulatory
incidents, site incidents and impact of product quality issues leading to a product recall or
loss of revenue which could result in a rapid reduction of available financial resources.
We considered whether these risks could plausibly affect the liquidity or covenant
compliance in the going concern period by assessing the degree of downside assumption
that, individually and collectively, could result in a liquidity issue, taking into account the
Group’s current and projected cash and facilities (a reverse stress test). We also assessed
the completeness of the going concern disclosure on page 157.
A
ccordingly, based on those procedures, we found the Directors’ use of the going concern
basis of accounting without any material uncertainty for the Group and Parent Company
to be acceptable. However, as we cannot predict all future events or conditions and as
subsequent events may result in outcomes that are inconsistent with judgements that were
reasonable at the time they were made, the above conclusions are not a guarantee that the
Group or the Parent Company will continue in operation.
Our conclusions
We consider that the Directors' use of the going
concern basis of accounting in the preparation of the
financial statements is appropriate;
We have not identified, and concur with the Directors'
assessment that there is not, a material uncertainty
related to events or conditions that, individually or
collectively, may cast significant doubt on the Group's
or Parent Company's ability to continue as a going
concern for the going concern period;
We have nothing material to add or draw attention to in
relation to the Directors' statement on page 157 of the
financial statements on the use of the going concern
basis of accounting with no material uncertainties that
may cast significant doubt over the Group and Parent
Company's use of that basis for the going concern
period, and we found the going concern disclosure on
page 157 to be acceptable; and
The related statement under the Listing Rules set out
on page 138 is materially consistent with the financial
statements and our audit knowledge.
Disclosures of emerging and principal risks and longer-term viability
Our responsibility
We are required to perform procedures to identify whether there is a material inconsistency
between the Directors' disclosures in respect of emerging and principal risks and the
viability statement, and the financial statements and our audit knowledge.
Based on those procedures, we have nothing material to add or draw attention to in
relation to:
the Directors' confirmation within the long-term viability statement on page 58 that they
have carried out a robust assessment of the emerging and principal risks facing the
Group, including those that would threaten its business model, future performance,
solvency and liquidity;
the Principal Risks disclosures describing these risks and how emerging risks are
identified and explaining how they are being managed and mitigated; and
the Directors' explanation in the long-term viability statement of how they have assessed
the prospects of the Group, over what period they have done so and why they
considered that period to be appropriate, and their statement as to whether they have a
reasonable expectation that the Group will be able to continue in operation and meet its
liabilities as they fall due over the period of their assessment, including any related
disclosures drawing attention to any necessary qualifications or assumptions.
We are also required to review the long-term viability statement set out on page 58 under
the Listing Rules.
Our work is limited to assessing these matters in the context of only the knowledge
acquired during our financial statements audit. As we cannot predict all future events or
conditions and as subsequent events may result in outcomes that are inconsistent with
j
udgements that were reasonable at the time they were made, the absence of anything to
report on these statements is not a guarantee as to the Group's and Parent Company's
longer-term viability.
Our reporting
We have nothing material to add or draw attention to in
relation to these disclosures.
We have concluded that these disclosures are
materially consistent with the financial statements
and our audit knowledge.
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Financial statements
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144 Croda International Plc Annual Report and Accounts 2023
3. Going concern, viability and principal risks and uncertainties
The Directors have prepared the financial statements on the going concern basis as they do not intend to liquidate the Group or the Parent Company
or to cease their operations, and as they have concluded that the Group’s and the Parent Company’s financial position means that this is realistic.
They have also concluded that there are no material uncertainties that could have cast significant doubt over their ability to continue as a going concern
for at least a year from the date of approval of the financial statements (“the going concern period”).
Going concern
We used our knowledge of the Group, its industry, and the general economic environment
to identify the inherent risks to its business model and analysed how those risks might
affect the Group’s and Parent Company’s financial resources or ability to continue
operations over the going concern period (going concern is considered 12 months from
approval of the financial statements). The Group issued two profit warnings in 2023 to
announce the reduction in its expected profit before tax at year end. The reduced profits
were driven by customer destocking activities which were unprecedented as set out in the
Strategic Report on page 19. The risk that we considered most likely to adversely affect the
Group’s and Parent Company’s available financial resources and metrics relevant to debt
covenants over this period was:
Further customer destocking and weaker demand could have an adverse impact on the
Group’s future cashflows, forecasts and overall profitability, as seen through 2023
We also considered less predictable but realistic second order impacts, such as regulatory
incidents, site incidents and impact of product quality issues leading to a product recall or
loss of revenue which could result in a rapid reduction of available financial resources.
We considered whether these risks could plausibly affect the liquidity or covenant
compliance in the going concern period by assessing the degree of downside assumption
that, individually and collectively, could result in a liquidity issue, taking into account the
Group’s current and projected cash and facilities (a reverse stress test). We also assessed
the completeness of the going concern disclosure on page 157.
A
ccordingly, based on those procedures, we found the Directors’ use of the going concern
basis of accounting without any material uncertainty for the Group and Parent Company
to be acceptable. However, as we cannot predict all future events or conditions and as
subsequent events may result in outcomes that are inconsistent with judgements that were
reasonable at the time they were made, the above conclusions are not a guarantee that the
Group or the Parent Company will continue in operation.
Our conclusions
We consider that the Directors' use of the going
concern basis of accounting in the preparation of the
financial statements is appropriate;
We have not identified, and concur with the Directors'
assessment that there is not, a material uncertainty
related to events or conditions that, individually or
collectively, may cast significant doubt on the Group's
or Parent Company's ability to continue as a going
concern for the going concern period;
We have nothing material to add or draw attention to in
relation to the Directors' statement on page 157 of the
financial statements on the use of the going concern
basis of accounting with no material uncertainties that
may cast significant doubt over the Group and Parent
Company's use of that basis for the going concern
period, and we found the going concern disclosure on
page 157 to be acceptable; and
The related statement under the Listing Rules set out
on page 138 is materially consistent with the financial
statements and our audit knowledge.
Disclosures of emerging and principal risks and longer-term viability
Our responsibility
We are required to perform procedures to identify whether there is a material inconsistency
between the Directors' disclosures in respect of emerging and principal risks and the
viability statement, and the financial statements and our audit knowledge.
Based on those procedures, we have nothing material to add or draw attention to in
relation to:
the Directors' confirmation within the long-term viability statement on page 58 that they
have carried out a robust assessment of the emerging and principal risks facing the
Group, including those that would threaten its business model, future performance,
solvency and liquidity;
the Principal Risks disclosures describing these risks and how emerging risks are
identified and explaining how they are being managed and mitigated; and
the Directors' explanation in the long-term viability statement of how they have assessed
the prospects of the Group, over what period they have done so and why they
considered that period to be appropriate, and their statement as to whether they have a
reasonable expectation that the Group will be able to continue in operation and meet its
liabilities as they fall due over the period of their assessment, including any related
disclosures drawing attention to any necessary qualifications or assumptions.
We are also required to review the long-term viability statement set out on page 58 under
the Listing Rules.
Our work is limited to assessing these matters in the context of only the knowledge
acquired during our financial statements audit. As we cannot predict all future events or
conditions and as subsequent events may result in outcomes that are inconsistent with
j
udgements that were reasonable at the time they were made, the absence of anything to
report on these statements is not a guarantee as to the Group's and Parent Company's
longer-term viability.
Our reporting
We have nothing material to add or draw attention to in
relation to these disclosures.
We have concluded that these disclosures are
materially consistent with the financial statements
and our audit knowledge.
Croda International Plc Annual Report and Accounts 2023 145
4. Key audit matters
What we mean
Key audit matters are those matters that, in our professional judgement, were of most significance in the audit of the financial statements and include the
most significant assessed risks of material misstatement (whether or not due to fraud) identified by us, including 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.
We include below the Key Audit Matters in decreasing order of audit significance together with our key audit procedures to address those matters and
our results from those procedures. These matters were addressed, and our results are based on procedures undertaken, for the purpose of our audit
of the financial statements as a whole. We do not provide a separate opinion on these matters.
4.1 Flavours goodwill impairment
Financial Statement Elements Our assessment of risk vs FY22 Our results
FY23 FY22
Our assessment is that the risk has
decreased since FY22
FY23 Acceptable
FY22: Acceptable
Flavours goodwill
Impairment charge
£92.8m
£Nil
£94.4m
£34.6m
Description of the Key Audit Matter Our response to the risk
The estimated recoverable amount of the Flavours
goodwill (acquired through the Iberchem acquisition
in FY20) is subjective due to the inherent uncertainty
involved in forecasting and discounting estimated future
cash flows (specifically the key assumptions such as
revenue and cost of sales).
There is limited headroom in the model and therefore
the risk of estimation uncertainty remains, however the
level of risk has reduced compared to FY22 as a result
of the impairment recognised in the prior year.
The effect of this matter is that, as part of our risk
assessment, we determined that the impairment
assessment in respect of the recoverable amount of
the Flavours goodwill has a high degree of estimation
uncertainty, with a potential range of reasonable
outcomes greater than our materiality for the financial
statements as a whole. The financial statements (note
12) disclose the sensitivities estimated by the Group.
Our procedures to address the risk included:
Assessing methodology: we obtained the discounted value in use cash flow model
and assessed the methodology, principles and integrity of the model.
Our valuation expertise: we involved our own valuation specialists to assist us in
challenging the appropriateness of the discount rate assumption.
Benchmarking assumptions: we challenged the Group’s forecast assumptions for
cash flow projections, including the rate of sales growth and gross profit growth in the
short to medium term, with reference to internally and externally derived sources.
Historical comparisons: we assessed the Group’s historical forecasting accuracy by
comparing forecasts from prior years with actual results in those years.
Sensitivity analysis: we performed breakeven analysis on the key assumptions
including revenue and gross margin. We also performed breakeven analysis on other
assumptions such as discount rate and long-term growth rates.
Assessing transparency: we considered the adequacy of the Group’s disclosures
in respect of impairment testing and whether disclosures about the sensitivity of the
outcome of the impairment assessment to changes in key assumptions properly reflect
the risks inherent in the valuations of goodwill.
We performed the tests above rather than seeking to rely on any of the Group’s controls
because the nature of the balance is such that we would expect to obtain audit evidence
primarily through the detailed procedures described.
Communications with the Croda International Plc Audit Committee
Our discussions with and reporting to the Audit Committee included:
Our approach to the audit of the recoverable amount of the Flavours goodwill, including our planned substantive procedures, the involvement of our
valuation specialists and the extent of our control reliance.
Our conclusions on the appropriateness of the methodology, key assumptions used and conclusion of no impairment to be recorded.
The adequacy of the disclosures, particularly as they relate to the sensitivity of the key assumptions.
Areas of particular auditor judgement
We identified the following as the area of particular auditor judgement:
The appropriateness of the model, and in particular key assumptions used in the model including revenue and cost of sales growth rates and other
assumptions such as discount rates and terminal growth rates.
Our results
Based on the risk identified and our procedures performed, we found the Group’s conclusion that there is no impairment of goodwill to be acceptable
(FY22: We found the goodwill balance, and the related impairment charge, to be acceptable).
Further information in the Annual Report and Accounts: See the Audit Committee Report on page 105 for details on how the Audit Committee
considered this Key Audit Matter as an area of significant attention, page 159 for the accounting policy, and note 12 for the financial disclosures.
143Croda International Plc Annual Report & Accounts 2023
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4.2 Valuation of UK defined benefit pension scheme liabilities (Group)
Financial Statement Elements Our assessment of risk vs FY22 Our results
FY23 FY22
Our assessment is that the risk is similar
to FY22
FY23 Acceptable
FY22: Acceptable
Gross defined benefit liabilities £867.3m
(FY22: £858.4m); although this specific
risk is only associated with the UK scheme
liabilities £735.5m (FY22: £726.2m)
£735.5m £726.2m
Description of the Key Audit Matter Our response to the risk
Subjective valuation
The Group has defined benefit pension scheme liabilities in the UK that
are material in the context of the overall balance sheet and the results of
the Group.
Significant estimates, including the discount rate, the inflation rate and
the mortality assumptions, are made in valuing the Group’s defined
benefit pension liabilities (before deducting the scheme assets). The UK
scheme is also open to future accrual and new members, and small
changes in the assumptions and estimates with respect to the liabilities
may have a significant effect on the financial position of the Group. The
Group engages external actuarial specialists to assist them in selecting
appropriate assumptions and in calculating the liabilities.
The effect of these matters is that, as part of our risk assessment, we
determined that the valuation of the defined benefit liabilities has a high
degree of estimation uncertainty, with a potential range of reasonable
outcomes greater than our materiality for the financial statements as a
whole, and possibly many times that amount.
The financial statements (note 11) disclose the sensitivity of the liabilities
to key assumptions estimated by the Group.
Our procedures to address the risk included:
Benchmarking assumptions: we challenged the key assumptions
applied in the calculation of the liabilities including the discount rate,
inflation rate, and mortality with the support of our own actuarial
specialists to compare the key assumptions against market data.
Actuary’s credentials: we assessed the competence, capabilities and
objectivity of the Group’s actuarial expert.
Sensitivity analysis: we assessed the sensitivity of the defined benefit
liabilities to changes in key assumptions.
Assessing transparency: we considered adequacy of the Group’s
disclosures in respect of the sensitivity of the gross liabilities to changes
in key assumptions.
We performed the tests above rather than seeking to rely on any of the
Group’s controls because the nature of the balance is such that we would
expect to obtain audit evidence primarily through the detailed procedures
described.
Communications with the Croda International Plc Audit Committee
Our discussions with and reporting to the Audit Committee included:
Our approach to the audit of UK defined benefit pension scheme liabilities, including the use of our actuarial specialists.
Our conclusions on testing the valuation of the defined benefit liabilities and the adequacy of the disclosures.
Areas of particular auditor judgement
We identified the following as the areas of particular auditor judgement:
The appropriateness of the valuation of UK defined benefit pension scheme liabilities and in particular, the selection of key assumptions used in the
valuation (the discount rate, the inflation rate and the mortality).
Our results
We found the valuation of the pension liabilities to be acceptable (FY22 result: acceptable).
Further information in the Annual Report and Accounts: See the Audit Committee Report on page 105 for details on how the Audit Committee
considered this Key Audit Matter as an area of significant attention, page 160 for the accounting policy, and note 11 for the financial disclosures.
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146 Croda International Plc Annual Report and Accounts 2023
4.2 Valuation of UK defined benefit pension scheme liabilities (Group)
Financial Statement Elements Our assessment of risk vs FY22 Our results
FY23 FY22
Our assessment is that the risk is similar
to FY22
FY23 Acceptable
FY22: Acceptable
Gross defined benefit liabilities £867.3m
(FY22: £858.4m); although this specific
risk is only associated with the UK scheme
liabilities £735.5m (FY22: £726.2m)
£735.5m £726.2m
Description of the Key Audit Matter Our response to the risk
Subjective valuation
The Group has defined benefit pension scheme liabilities in the UK that
are material in the context of the overall balance sheet and the results of
the Group.
Significant estimates, including the discount rate, the inflation rate and
the mortality assumptions, are made in valuing the Group’s defined
benefit pension liabilities (before deducting the scheme assets). The UK
scheme is also open to future accrual and new members, and small
changes in the assumptions and estimates with respect to the liabilities
may have a significant effect on the financial position of the Group. The
Group engages external actuarial specialists to assist them in selecting
appropriate assumptions and in calculating the liabilities.
The effect of these matters is that, as part of our risk assessment, we
determined that the valuation of the defined benefit liabilities has a high
degree of estimation uncertainty, with a potential range of reasonable
outcomes greater than our materiality for the financial statements as a
whole, and possibly many times that amount.
The financial statements (note 11) disclose the sensitivity of the liabilities
to key assumptions estimated by the Group.
Our procedures to address the risk included:
Benchmarking assumptions: we challenged the key assumptions
applied in the calculation of the liabilities including the discount rate,
inflation rate, and mortality with the support of our own actuarial
specialists to compare the key assumptions against market data.
Actuary’s credentials: we assessed the competence, capabilities and
objectivity of the Group’s actuarial expert.
Sensitivity analysis: we assessed the sensitivity of the defined benefit
liabilities to changes in key assumptions.
Assessing transparency: we considered adequacy of the Group’s
disclosures in respect of the sensitivity of the gross liabilities to changes
in key assumptions.
We performed the tests above rather than seeking to rely on any of the
Group’s controls because the nature of the balance is such that we would
expect to obtain audit evidence primarily through the detailed procedures
described.
Communications with the Croda International Plc Audit Committee
Our discussions with and reporting to the Audit Committee included:
Our approach to the audit of UK defined benefit pension scheme liabilities, including the use of our actuarial specialists.
Our conclusions on testing the valuation of the defined benefit liabilities and the adequacy of the disclosures.
Areas of particular auditor judgement
We identified the following as the areas of particular auditor judgement:
The appropriateness of the valuation of UK defined benefit pension scheme liabilities and in particular, the selection of key assumptions used in the
valuation (the discount rate, the inflation rate and the mortality).
Our results
We found the valuation of the pension liabilities to be acceptable (FY22 result: acceptable).
Further information in the Annual Report and Accounts: See the Audit Committee Report on page 105 for details on how the Audit Committee
considered this Key Audit Matter as an area of significant attention, page 160 for the accounting policy, and note 11 for the financial disclosures.
Croda International Plc Annual Report and Accounts 2023 147
4.3 Recoverability of Parent Company’s shares in Group undertakings and amounts owed by Group
undertakings
Financial Statement Elements Our assessment of risk vs FY22 Our results
FY23 FY22
This area has been reinstated as the key
audit matter for the Parent Company for
FY23 as post the divestment of the
majority of the Performance
Technologies and Industrial Chemicals
businesses the main area of audit effort
has switched from the divestment
accounting to the recoverability
assessment.
FY23: Acceptable
FY22: Acceptable
Shares in Group undertakings
A
mounts owed by Group undertakings
£1,567.0m
£1,293.0m
£1,411.1m
£1,287.1m
Description of the Key Audit Matter Our response to the risk
Low risk, high value
The carrying amount of the Parent Company's amounts owed by
Group undertakings, held at cost less impairment, represents 45%
and the carrying value of the Parent Company’s shares in Group
undertakings represents 54% of the Parent Company's total assets.
We do not consider the recoverable amount of these amounts to be
at a high risk of significant misstatement, or to be subject to a
significant level of judgement. However, due to their materiality in
the context of the Parent Company financial statements as a whole,
these are considered to be the area which had the greatest effect on
our overall audit strategy and allocation of resources in planning and
completing our Company audit.
Our procedures to address the risk included:
Test of detail: we compared the carrying amount of 100% of the Parent
Company’s shares in Group undertakings with the relevant subsidiaries’
draft balance sheet to identify whether their net assets, being an
approximation of their minimum recoverable amount, were in excess of the
carrying amount of those shares and assessed whether those subsidiaries
have historically been profit-making.
Assessing subsidiary audits: we assessed the work performed by the
subsidiary audit team on all of those subsidiaries, and considered the results
of that work, on those subsidiaries’ profits and net assets, and the likely risk
of default on the intra-group balance.
Test of detail: For each intra-group debtor counterparty, we evaluated
the likely risk of default with reference to the Company’s definition of default
and those subsidiaries’ performance against budgets and forecasts of
future profitability.
We performed the tests above rather than seeking to rely on any of the
Parent Company’s controls because the nature of the balance is such that
we would expect to obtain audit evidence primarily through the detailed
procedures described.
Communications with the Croda International Plc Audit Committee
Our discussions with and reporting to the Audit Committee included:
Our approach to the audit of the recoverability of the Parent Company’s shares in Group undertakings and amounts owed by Group undertakings
including details of our planned substantive procedures.
Our conclusions on the appropriateness of the carrying value of the Parent Company’s shares in Group undertakings and amounts owed by
Group undertakings.
Areas of particular auditor judgement
We do not consider this KAM to have any significant judgement or estimation involved.
Our results
We found the Parent Company’s conclusion that there is no impairment of its shares in Group undertakings and amounts owed by Group undertakings
to be acceptable (FY22 result: acceptable).
Further information in the Annual Report and Accounts: See the Audit Committee Report on page 105 for details on how the Audit Committee
considered the recoverability of Parent Company’s shares in Group undertakings and amounts owed by Group undertakings as an area of significant
attention, pages 162 and 197 for the accounting policy on the recoverability of the Parent Company’s shares in Group undertakings and amounts owed
by Group undertakings, and notes F and G for the financial disclosures.
Changes to key audit matters
Divestment of the majority of the Performance Technologies and Industrial Chemicals businesses (Group and Parent Company)
The Group disposed of the majority of the Performance Technologies and Industrial Chemicals businesses (“PTIC”) in FY22 and this was identified as a
key audit matter for FY22. However, there are no such events taking place in current year and therefore this is no longer identified as a key audit matter.
We have instead reinstated the key audit matter over the recoverability of the Parent Company’s shares in Group undertakings and amounts owed by
Group undertakings as post the divestment of the majority of the Performance Technologies and Industrial Chemicals businesses, the main area of audit
effort has switched from the divestment accounting to the recoverability assessment.
Recoverable amount of the Fragrances goodwill
We continue to perform audit procedures over the recoverable amount of the Fragrances goodwill, however, the risk in this area has reduced such
that we no longer consider this to be a key audit matter. This is based on the headroom shown within the model and our risk assessment procedures
which have considered how sensitive the model is to assumptions such as short-term revenue and cost of sales growth, long-term growth rate and
discount rate.
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5. Our ability to detect irregularities, and our response
Fraud – Identifying and responding to risks of material misstatement due to fraud
Fraud risk assessment
To identify risks of material misstatement due to fraud (“fraud risks”) we assessed events or conditions that could
indicate an incentive or pressure to commit fraud or provide an opportunity to commit fraud.
Our risk assessment procedures included:
Enquiring of Directors, the Audit Committee and inspection of policy documentation as to the Group's high-level
policies and procedures to prevent and detect fraud, including the internal audit function, as well as whether they
have knowledge of any actual, suspected or alleged fraud.
Reading Board, Nomination Committee, Remuneration Committee and Audit Committee minutes, and
whistleblowing logs.
Considering remuneration incentive schemes (annual Bonus Plan and Performance Share Plan) and performance
targets for Executive Directors, Executive Committee, senior leaders and senior managers, including the EPS
growth target.
Using our own forensic specialists to assist us in identifying fraud risks. This included holding a fraud risk
assessment discussion with the audit team and assisting us in designing procedures to identify fraud risks.
Risk communications
We communicated identified fraud risks throughout the audit team and remained alert to any indications of fraud
throughout the audit. This included communication from the Group audit team to full scope and specified risk-focused
component audit teams of relevant fraud risks identified at the Group level and requesting these component audit
teams to report to the Group audit team any instances of fraud that could give rise to a material misstatement at the
Group level.
Fraud risks
A
s required by auditing standards, we perform procedures to address the risk of management override of controls,
in particular the risk that management may be in a position to make inappropriate accounting entries.
We do not believe there is a fraud risk related to revenue recognition because revenue transactions have low individual
value with high volume, are routine and process driven and do not involve judgement or estimation. This reduces the
opportunities for fraudulent activity.
We did not identify any additional fraud risks.
Procedures to address
fraud risks
We performed procedures including:
Identifying journal entries to test for all full scope and specified risk-focused components based on risk criteria
by the Group audit team. Component audit teams were instructed to test the identified entries to supporting
documentation. These included those posted by senior finance management or other high-risk users and those
posted to unusual account combinations.
Assessing whether the judgements made in making accounting estimates and related accounting treatment are
indicative of a potential bias.
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5. Our ability to detect irregularities, and our response
Fraud – Identifying and responding to risks of material misstatement due to fraud
Fraud risk assessment
To identify risks of material misstatement due to fraud (“fraud risks”) we assessed events or conditions that could
indicate an incentive or pressure to commit fraud or provide an opportunity to commit fraud.
Our risk assessment procedures included:
Enquiring of Directors, the Audit Committee and inspection of policy documentation as to the Group's high-level
policies and procedures to prevent and detect fraud, including the internal audit function, as well as whether they
have knowledge of any actual, suspected or alleged fraud.
Reading Board, Nomination Committee, Remuneration Committee and Audit Committee minutes, and
whistleblowing logs.
Considering remuneration incentive schemes (annual Bonus Plan and Performance Share Plan) and performance
targets for Executive Directors, Executive Committee, senior leaders and senior managers, including the EPS
growth target.
Using our own forensic specialists to assist us in identifying fraud risks. This included holding a fraud risk
assessment discussion with the audit team and assisting us in designing procedures to identify fraud risks.
Risk communications
We communicated identified fraud risks throughout the audit team and remained alert to any indications of fraud
throughout the audit. This included communication from the Group audit team to full scope and specified risk-focused
component audit teams of relevant fraud risks identified at the Group level and requesting these component audit
teams to report to the Group audit team any instances of fraud that could give rise to a material misstatement at the
Group level.
Fraud risks
A
s required by auditing standards, we perform procedures to address the risk of management override of controls,
in particular the risk that management may be in a position to make inappropriate accounting entries.
We do not believe there is a fraud risk related to revenue recognition because revenue transactions have low individual
value with high volume, are routine and process driven and do not involve judgement or estimation. This reduces the
opportunities for fraudulent activity.
We did not identify any additional fraud risks.
Procedures to address
fraud risks
We performed procedures including:
Identifying journal entries to test for all full scope and specified risk-focused components based on risk criteria
by the Group audit team. Component audit teams were instructed to test the identified entries to supporting
documentation. These included those posted by senior finance management or other high-risk users and those
posted to unusual account combinations.
Assessing whether the judgements made in making accounting estimates and related accounting treatment are
indicative of a potential bias.
Croda International Plc Annual Report and Accounts 2023 149
Laws and regulations – Identifying and responding to risks of material misstatement relating to compliance
with laws and regulations
Laws and regulations
risk assessment
We identified areas of laws and regulations that could reasonably be expected to have a material effect on the
financial statements from our general commercial and sector experience, through discussion with the Directors and
other management (as required by auditing standards), and from inspection of the Group’s regulatory and legal
correspondence and discussions with the Directors and other management of the policies and procedures regarding
compliance with laws and regulations.
Risk communications
We communicated identified laws and regulations throughout our team and remained alert to any indications of non-
compliance throughout the audit. This included communication from the Group audit team to all full scope and
specified risk-focused component audit teams of relevant laws and regulations identified at the Group level, and a
request for these component auditors to report to the Group team any instances of non-compliance with laws and
regulations that could give rise to a material misstatement at the Group level.
Direct laws context
and link to audit
The potential effect of these laws and regulations on the financial statements varies considerably. The Group is subject
to laws and regulations that directly affect the financial statements including financial reporting legislation (including
related companies’ legislation), distributable profits legislation, pensions legislation, and taxation legislation, and we
assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial
statement items.
Most significant
indirect
law/regulation areas
The Group is subject to many other laws and regulations where the consequences of non-compliance could have a
material effect on amounts or disclosures in the financial statements, for instance through the imposition of fines or
litigation or the loss of the Group’s licence to operate. We identified the following areas as those most likely to have
such an effect: GDPR compliance, health and safety and product liability, competition, anti-bribery and corruption,
intellectual property, employment law, tax, trade compliance laws and environmental legislation, Registration,
Evaluation, Authorisation and Restriction of Chemicals (“REACH”) and recognising the nature of the Group’s activities.
A
uditing standards limit the required audit procedures to identify non-compliance with these laws and regulations to
enquiry of the Directors and other management and inspection of regulatory and legal correspondence, if any.
Therefore if a breach of operational regulations is not disclosed to us or evident from relevant correspondence,
an audit will not detect that breach.
Context
Context of the ability
of the audit to detect
fraud or breaches of
law or regulation
Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some
material misstatements in the financial statements, even though we have properly planned and performed our audit in
accordance with auditing standards. For example, the further removed non-compliance with laws and regulations is
from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures
required by auditing standards would identify it. In addition, as with any audit, there remained a higher risk of non-
detection of fraud, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override
of internal controls. Our audit procedures are designed to detect material misstatement. We are not responsible for
preventing non-compliance or fraud and cannot be expected to detect non-compliance with all laws and regulations.
147Croda International Plc Annual Report & Accounts 2023
KPMG LLP’s Independent Auditor’s Report continued
150 Croda International Plc Annual Report and Accounts 2023
6. Our determination of materiality
The scope of our audit was influenced by our application of materiality. We set quantitative thresholds and overlay qualitative considerations to help us
determine the scope of our audit and the nature, timing and extent of our procedures, and in evaluating the effect of misstatements, both individually and
in the aggregate, on the financial statements as a whole.
£16m
(FY22: £18m)
Materiality for the
Group financial
statements
as a whole
What we mean
A
quantitative reference for the purpose of planning and performing our audit.
Basis for determining materiality and judgements applied
Materiality for the Group financial statements as a whole was set at £16m (FY22: £18m). This was determined with
reference to a benchmark of normalised Group profit before tax from continuing operations (“PBT”) of which it
represents 4.7% (FY22: 4.7%).
Consistent with FY22, we determined that Group normalised PBT remains the main benchmark for the Group
because it is the metric in the primary statements which best reflects the focus of the financial statements' users.
A
lso profit is directly linked to shareholder returns, therefore the users of financial statements are focused on profit
based measures as this is the primary measure communicated to investors, in both short-term guidance and in
financial reporting. We have normalised by adding back adjustments that did not represent the normal continuing
operations of the Group, being goodwill impairment arising on the acquisition of Sipo (£20.8m) discussed in note
12 and restructuring costs (£5.4m) discussed in note 21 (FY22 were exceptional PTIC gain, goodwill impairment
and property, plant and equipment impairment), and we have averaged over five years (FY22: three years). We note
that there has been a positive impact of Covid on the Group in 2021 and 2022 coupled with more usual levels of
profit in 2020 and 2019, we therefore consider five years to be the more appropriate time period to normalise.
Our Group materiality of £16m was determined by applying a percentage to the normalised PBT. When using a
benchmark of normalised PBT to determine overall materiality, KPMG’s approach for listed entities considers a
guideline range 3% - 5% of the measure. In setting overall Group materiality, we applied a percentage of 4.7%
(FY22: 4.7%) to the benchmark.
Materiality for the Parent Company financial statements as a whole was set at £8.7m (FY22: £8.7m), determined
with reference to a benchmark of Parent Company total assets, of which it represents 0.3% (FY22: 0.3%).
£12m
(FY22: £13.5m)
Performance
materiality
What we mean
Our procedures on individual account balances and disclosures were performed to a lower threshold, performance
materiality, so as to reduce to an acceptable level the risk that individually immaterial misstatements in individual
account balances add up to a material amount across the financial statements as a whole.
Basis for determining performance materiality and judgements applied
We have considered performance materiality at a level of 75% (FY22: 75%) of materiality for the Group financial
statements as a whole to be appropriate.
The Parent Company performance materiality was set at £6.5m (FY22: £6.5m), which equates to 75% (FY22:
75%) of materiality for the Parent Company financial statements as a whole.
We applied this percentage in our determination of performance materiality because we did not identify any factors
indicating an elevated level of risk.
£0.8m
(FY22: £0.9m)
A
udit misstatement
posting threshold
What we mean
This is the amount below which identified misstatements are considered to be clearly trivial from a quantitative point
of view. We may become aware of misstatements below this threshold which could alter the nature, timing and
scope of our audit procedures, for example if we identify smaller misstatements which are indicators of fraud.
This is also the amount above which all misstatements identified are communicated to Croda International Plc’s
A
udit Committee.
Basis for determining the audit misstatement posting threshold and judgements applied
We set our audit misstatement posting threshold at 5% (FY22: 5%) of our materiality for the Group financial
statements. We also report to the Audit Committee any other identified misstatements that warrant reporting on
qualitative grounds.
The overall materiality for the Group financial statements of £16m (FY22: £18m) compares as follows to the main financial statement caption amounts:
Total Group revenue Group profit before tax Total Group assets
FY23 FY22 FY23 FY22 FY23 FY22
Financial statement caption
£1,694.5m £2,089.3m £236.3m £780.0m £3,579.2m £3,611.9m
Group materiality as % of caption
0.9% 0.9% 6.8% 2.3% 0.4% 0.5%
KPMG LLP’s Independent Auditor’s Report continued
Croda International Plc Annual Report & Accounts 2023148
Financial statements
KPMG LLP’s Independent Auditor’s Report continued
150 Croda International Plc Annual Report and Accounts 2023
6. Our determination of materiality
The scope of our audit was influenced by our application of materiality. We set quantitative thresholds and overlay qualitative considerations to help us
determine the scope of our audit and the nature, timing and extent of our procedures, and in evaluating the effect of misstatements, both individually and
in the aggregate, on the financial statements as a whole.
£16m
(FY22: £18m)
Materiality for the
Group financial
statements
as a whole
What we mean
A
quantitative reference for the purpose of planning and performing our audit.
Basis for determining materiality and judgements applied
Materiality for the Group financial statements as a whole was set at £16m (FY22: £18m). This was determined with
reference to a benchmark of normalised Group profit before tax from continuing operations (“PBT”) of which it
represents 4.7% (FY22: 4.7%).
Consistent with FY22, we determined that Group normalised PBT remains the main benchmark for the Group
because it is the metric in the primary statements which best reflects the focus of the financial statements' users.
A
lso profit is directly linked to shareholder returns, therefore the users of financial statements are focused on profit
based measures as this is the primary measure communicated to investors, in both short-term guidance and in
financial reporting. We have normalised by adding back adjustments that did not represent the normal continuing
operations of the Group, being goodwill impairment arising on the acquisition of Sipo (£20.8m) discussed in note
12 and restructuring costs (£5.4m) discussed in note 21 (FY22 were exceptional PTIC gain, goodwill impairment
and property, plant and equipment impairment), and we have averaged over five years (FY22: three years). We note
that there has been a positive impact of Covid on the Group in 2021 and 2022 coupled with more usual levels of
profit in 2020 and 2019, we therefore consider five years to be the more appropriate time period to normalise.
Our Group materiality of £16m was determined by applying a percentage to the normalised PBT. When using a
benchmark of normalised PBT to determine overall materiality, KPMG’s approach for listed entities considers a
guideline range 3% - 5% of the measure. In setting overall Group materiality, we applied a percentage of 4.7%
(FY22: 4.7%) to the benchmark.
Materiality for the Parent Company financial statements as a whole was set at £8.7m (FY22: £8.7m), determined
with reference to a benchmark of Parent Company total assets, of which it represents 0.3% (FY22: 0.3%).
£12m
(FY22: £13.5m)
Performance
materiality
What we mean
Our procedures on individual account balances and disclosures were performed to a lower threshold, performance
materiality, so as to reduce to an acceptable level the risk that individually immaterial misstatements in individual
account balances add up to a material amount across the financial statements as a whole.
Basis for determining performance materiality and judgements applied
We have considered performance materiality at a level of 75% (FY22: 75%) of materiality for the Group financial
statements as a whole to be appropriate.
The Parent Company performance materiality was set at £6.5m (FY22: £6.5m), which equates to 75% (FY22:
75%) of materiality for the Parent Company financial statements as a whole.
We applied this percentage in our determination of performance materiality because we did not identify any factors
indicating an elevated level of risk.
£0.8m
(FY22: £0.9m)
A
udit misstatement
posting threshold
What we mean
This is the amount below which identified misstatements are considered to be clearly trivial from a quantitative point
of view. We may become aware of misstatements below this threshold which could alter the nature, timing and
scope of our audit procedures, for example if we identify smaller misstatements which are indicators of fraud.
This is also the amount above which all misstatements identified are communicated to Croda International Plc’s
A
udit Committee.
Basis for determining the audit misstatement posting threshold and judgements applied
We set our audit misstatement posting threshold at 5% (FY22: 5%) of our materiality for the Group financial
statements. We also report to the Audit Committee any other identified misstatements that warrant reporting on
qualitative grounds.
The overall materiality for the Group financial statements of £16m (FY22: £18m) compares as follows to the main financial statement caption amounts:
Total Group revenue Group profit before tax Total Group assets
FY23 FY22 FY23 FY22 FY23 FY22
Financial statement caption
£1,694.5m £2,089.3m £236.3m £780.0m £3,579.2m £3,611.9m
Group materiality as % of caption
0.9% 0.9% 6.8% 2.3% 0.4% 0.5%
Croda International Plc Annual Report and Accounts 2023 151
7. The scope of our audit
Group scope
What we mean
How the Group audit team determined the procedures to be performed across the Group.
The Group has 86 reporting components. In order to determine the work performed at the reporting component level, we
identified those components which we considered to be of individual financial significance, those which were significant due to
risk and those remaining components on which we required procedures to be performed to provide us with the evidence we
required in order to conclude on the Group financial statements as a whole.
We determined individually financially significant components as those contributing at least 5% (FY22: 5%) of total assets or
10% (FY22: 10%) of total revenue or 10% (FY22: 10%) of Group profit before tax. We selected total assets, total revenue, and
profit before tax because these are the most representative of the relative size of the components. We identified 4 (FY22: 5)
components as individually financially significant components and performed full scope audits on these components.
In addition, to enable us to obtain sufficient appropriate audit evidence for the Group financial statements as a whole, we
selected 10 (FY22: 10) components on which to perform audit procedures. Of these components, we performed full scope
audits for 4 components (FY22: 6), performed audits of account balances e.g., revenue and cash, on 5 components (FY22: 4)
and only cash on 1 component (FY22: nil) and performed analytical procedures on the remaining 72 components (FY22: 73).
The components within the scope of our work accounted for the percentages illustrated in section 2 – Group Scope.
Scope Number of components Range of materiality applied
Full scope audit 8 (11) £2.7m - £8.8m (£1.8m - £9.9m)
Specified audit procedures 6 (4) £1.6m - £2.7m (£1.8m - £2.7m)
During FY23, we scoped out Croda Singapore and Croda Italy and reduced the scope for Croda Japan from full scope audit to
specified procedures due to the decrease in relative significance of these components to the Group. Further, during FY23, we
scoped in Croda Denmark for specified audit procedures to ensure appropriate overall coverage of the Group. The remaining
26% (FY22: 22%) of total Group revenue, 17% (FY22: 13%) of total profits and losses that made up Group profit before tax
and 19% (FY22: 17%) of total Group assets is represented by 72 (FY22: 72) reporting components, none of which individually
represented more than 3% (FY22: 2%) of any of total Group revenue, total profits and losses that made up Group profit before
tax or total Group assets. For these components, we performed analysis at an aggregated Group level to re-examine our
assessment that there were no significant risks of material misstatement within these.
The work on 10 of the 14 components (FY22: 11 of the 15 components) was performed by component auditors and the rest,
including the audit of the Parent Company, was performed by the Group team.
The Group team has also performed audit procedures on the following areas on behalf of the components:
Understanding of IT is gained centrally on behalf of components that are on the centralised ERP system and findings are
shared with relevant component teams.
The Group team adopted a centralised approach to testing completeness and accuracy of the data extracted for revenue,
purchases and journal entries. Data and analytics routines were performed for 12 components (FY22: 13), and the Group
team assessed the outputs of these routines before sending outputs to component auditors and instructing them to test
transactions meeting certain criteria.
These items were audited by the Group team because the Group has a centralised IT system making this an efficient audit
approach. The Group team communicated the results of these procedures to the component teams. The Group team
instructed component auditors as to the significant areas to be covered, including the relevant risks detailed above and the
information to be reported back. The Group team approved the component materialities, as detailed in the table above, having
regard to the mix of size and risk profile of the Group across the components.
In addition, we have performed Group level analysis on the remaining components to determine whether further risks of material
misstatement exist in those components.
The Group team performed procedures on the items excluded from normalised Group profit before tax.
The scope of the audit work performed was predominately substantive as we placed limited reliance upon the Group’s internal
control over financial reporting.
Group audit
team oversight
What we mean
The extent of the Group audit team’s involvement in component audits.
In working with component auditors, we:
Held planning calls with component audit teams to discuss the significant areas of the audit relevant to the components.
Issued Group audit instructions to component auditors on the scope of their work, including specifying the minimum
procedures to perform in their audit of revenue using data and analytics procedures, cash and journals.
Visited four (FY22: two) components in-person in France and Spain as the audit progressed to understand and challenge the
audit approach. Organised regular video conferences with the partners and Directors of the Group and component audit
teams. At these visits and video conferences, the findings reported to the Group team were discussed in more detail, and any
further work required by the Group team was then performed by the component audit teams.
Inspection of component audit teams' key work papers (in person and/or using remote technology capabilities) to evaluate the
quality of execution of the audits of the components with particular focus on work related to significant risk and assessed the
appropriateness of conclusion and consistencies between reported findings and work performed.
149Croda International Plc Annual Report & Accounts 2023
KPMG LLP’s Independent Auditor’s Report continued
152 Croda International Plc Annual Report and Accounts 2023
8. Other information in the Annual Report
The Directors are responsible for the other information presented in the Annual Report together with the financial statements. Our opinion on the financial
statements does not cover the other information and, accordingly, we do not express an audit opinion or, except as explicitly stated below, any form of
assurance conclusion thereon.
A
ll other information
Our responsibility
Our responsibility is to read the other information and, in doing so, consider whether, based on our
financial statements audit work, the information therein is materially misstated or inconsistent with
the financial statements or our audit knowledge.
Our reporting
Based solely on that work we have not identified
material misstatements or inconsistencies in the
other information.
Strategic Report and Directors’ Report
Our responsibility and reporting
Based solely on our work on the other information described above we report to you as follows:
we have not identified material misstatements in the Strategic Report and the Directors' Report;
in our opinion the information given in those reports for the financial year is consistent with the
financial statements; and
in our opinion those reports have been prepared in accordance with the Companies Act 2006.
Our reporting
We have nothing to report in these respects.
Directors’ Remuneration Report
Our responsibility
We are required to form an opinion as to whether the part of the Directors’ Remuneration Report to
be audited has been properly prepared in accordance with the Companies Act 2006.
Our reporting
In our opinion the part of the Directors’
Remuneration Report to be audited has been
properly prepared in accordance with the
Companies Act 2006.
Corporate governance disclosures
Our responsibility
We are required to perform procedures to identify whether there is a material inconsistency
between the financial statements and our audit knowledge, and:
the Directors' statement that they consider that the Annual Report and financial statements taken
as a whole is fair, balanced and understandable, and provides the information necessary for
shareholders to assess the Group's position and performance, business model and strategy;
the section of the Annual Report describing the work of the Audit Committee, including the
significant issues that the Audit Committee considered in relation to the financial statements, and
how these issues were addressed; and
the section of the Annual Report that describes the review of the effectiveness of the Group's risk
management and internal control systems.
Our reporting
Based on those procedures, we have concluded
that each of these disclosures is materially
consistent with the financial statements and our
audit knowledge.
We are also required to review the part of the Corporate Governance Statement relating to the
Group’s compliance with the provisions of the UK Corporate Governance Code specified by the
Listing Rules for our review.
We have nothing to report in this respect.
Other matters on which we are required to report by exception
Our responsibility
Under the Companies Act 2006, we are required to report to you if, in our opinion:
adequate accounting records have not been kept by the Parent Company, or returns adequate
for our audit have not been received from branches not visited by us; or
the Parent 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.
Our reporting
We have nothing to report in these respects.
KPMG LLP’s Independent Auditor’s Report continued
Croda International Plc Annual Report & Accounts 2023150
Financial statements
KPMG LLP’s Independent Auditor’s Report continued
152 Croda International Plc Annual Report and Accounts 2023
8. Other information in the Annual Report
The Directors are responsible for the other information presented in the Annual Report together with the financial statements. Our opinion on the financial
statements does not cover the other information and, accordingly, we do not express an audit opinion or, except as explicitly stated below, any form of
assurance conclusion thereon.
A
ll other information
Our responsibility
Our responsibility is to read the other information and, in doing so, consider whether, based on our
financial statements audit work, the information therein is materially misstated or inconsistent with
the financial statements or our audit knowledge.
Our reporting
Based solely on that work we have not identified
material misstatements or inconsistencies in the
other information.
Strategic Report and Directors’ Report
Our responsibility and reporting
Based solely on our work on the other information described above we report to you as follows:
we have not identified material misstatements in the Strategic Report and the Directors' Report;
in our opinion the information given in those reports for the financial year is consistent with the
financial statements; and
in our opinion those reports have been prepared in accordance with the Companies Act 2006.
Our reporting
We have nothing to report in these respects.
Directors’ Remuneration Report
Our responsibility
We are required to form an opinion as to whether the part of the Directors’ Remuneration Report to
be audited has been properly prepared in accordance with the Companies Act 2006.
Our reporting
In our opinion the part of the Directors’
Remuneration Report to be audited has been
properly prepared in accordance with the
Companies Act 2006.
Corporate governance disclosures
Our responsibility
We are required to perform procedures to identify whether there is a material inconsistency
between the financial statements and our audit knowledge, and:
the Directors' statement that they consider that the Annual Report and financial statements taken
as a whole is fair, balanced and understandable, and provides the information necessary for
shareholders to assess the Group's position and performance, business model and strategy;
the section of the Annual Report describing the work of the Audit Committee, including the
significant issues that the Audit Committee considered in relation to the financial statements, and
how these issues were addressed; and
the section of the Annual Report that describes the review of the effectiveness of the Group's risk
management and internal control systems.
Our reporting
Based on those procedures, we have concluded
that each of these disclosures is materially
consistent with the financial statements and our
audit knowledge.
We are also required to review the part of the Corporate Governance Statement relating to the
Group’s compliance with the provisions of the UK Corporate Governance Code specified by the
Listing Rules for our review.
We have nothing to report in this respect.
Other matters on which we are required to report by exception
Our responsibility
Under the Companies Act 2006, we are required to report to you if, in our opinion:
adequate accounting records have not been kept by the Parent Company, or returns adequate
for our audit have not been received from branches not visited by us; or
the Parent 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.
Our reporting
We have nothing to report in these respects.
Croda International Plc Annual Report and Accounts 2023 153
9. Respective responsibilities
Directors’ responsibilities
As explained more fully in their statement set out on page 138, the Directors are responsible for: the preparation of the financial statements including
being satisfied that they give a true and fair view; such internal control as they determine is necessary to enable the preparation of financial statements
that are free from material misstatement, whether due to fraud or error; assessing the Group and Parent 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 they either intend to
liquidate the Group or the Parent Company or to cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities
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 our opinion in an auditor’s report. Reasonable assurance is a high level of assurance, but does not 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 aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of
the financial statements.
A fuller description of our responsibilities is provided on the FRC’s website at www.frc.org.uk/auditorsresponsibilities.
The Company is required to include these financial statements in an annual financial report prepared under Disclosure Guidance and Transparency Rule
(“DTR”) 4.1.17R and 4.1.18R. This auditor’s report provides no assurance over whether the annual financial report has been prepared in accordance with
those requirements.
10. The purpose of our audit work and to whom we owe our responsibilities
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.
Ian Griffiths
for and on behalf of KPMG LLP, Statutory Auditor
Chartered Accountants
15 Canada Square
London
E14 5GL
26 February 2024
151Croda International Plc Annual Report & Accounts 2023
Group Consolidated Statements
154 Croda International Plc Annual Report and Accounts 2023
Group Income Statement
for the year ended 31 December 2023
2023202320232022 2022 2022
ReportedReported
AdjustedAdjustmentsTotalAdjusted Adjustments Total
Note £m£m£m£m £m £m
Revenue 1 1,694.5
1,694.5
2,089.3
2,089.3
Cost of sales (964.5)
(964.5)
(1,103.7)
(1,103.7)
Gross profit 730.0
730.0
985.6
985.6
Operating costs 2
(410.0)
(72.5)
(482.5)
(470.5)
(70.4)
(540.9)
Operating profit 3
320.0
(72.5)
247.5
515.1
(70.4)
444.7
Gain on business disposal 28
356.0
356.0
Financial costs 4 (26.0)
(26.0)
(24.1)
(1.7)
(25.8)
Financial income 4 14.8
14.8
5.1
5.1
Profit before tax
308.8
(72.5)
236.3
496.1
283.9
780.0
Tax 5
(73.7)
9.5
(64.2)
(112.9)
(13.8)
(126.7)
Profit after tax for the year
235.1
(63.0)
172.1
383.2
270.1
653.3
A
ttributable to:
Non-controlling interests
1.1
1.1
4.0
4.0
Owners of the parent
234.0
(63.0)
171.0
379.2
270.1
649.3
235.1
(63.0)
172.1
383.2
270.1
653.3
Adjustments relate to exceptional items, amortisation of intangible assets arising on acquisition and the tax thereon. Details are disclosed in note 3.
Earnings per 10.61p ordinary share Pence
Pence
Pence
Pence
Basic 7
167.6
122.5
272.0
465.8
Diluted 7
167.4
122.3
271.4
464.8
Group Statement of Comprehensive Income
for the year ended 31 December 2023
20232022
Note£m £m
Profit after tax for the year
172.1
653.3
Other comprehensive (expense)/income:
Items that will not be reclassified
subsequently to profit or loss:
Remeasurements of post-retirement
benefit obligations 11
(23.3)
88.9
Tax on items that will not be reclassified 5
5.5
(22.4)
(17.8)
66.5
Items that have been or may be reclassified
subsequently to profit or loss:
Currency translation
(58.4)
104.2
Reclassification of currency translation
(14.8)
Cash flow hedging 20
(19.3)
2.8
Reclassification of cash flow hedging 20
(6.5)
Reclassification of cost of hedging reserve 20
6.0
Tax on items that may be reclassified 5
(0.4)
(77.7)
91.3
Other comprehensive (expense)/income for the year
(95.5)
157.8
Total comprehensive income for the year
76.6
811.1
A
ttributable to:
Non-controlling interests
0.1
4.4
Owners of the parent
76.5
806.7
76.6
811.1
A
rising from:
Continuing operations
76.6
811.1
Croda International Plc Annual Report & Accounts 2023152
Financial statements
Group Consolidated Statements
154 Croda International Plc Annual Report and Accounts 2023
Group Income Statement
for the year ended 31 December 2023
Note
2023
Adjusted
£m
2023
Adjustments
£m
2023
Reported
Total
£m
2022
Adjusted
£m
2022
Adjustments
£m
2022
Reported
Total
£m
Revenue
1 1,694.5
1,694.5 2,089.3 2,089.3
Cost of sales
(964.5)
(964.5) (1,103.7) (1,103.7)
Gross profit
730.0
730.0 985.6 985.6
Operating costs
2 (410.0) (72.5) (482.5) (470.5) (70.4) (540.9)
Operating profit
3 320.0 (72.5) 247.5 515.1 (70.4) 444.7
Gain on business disposal
28
356.0 356.0
Financial costs
4 (26.0)
(26.0) (24.1) (1.7) (25.8)
Financial income
4 14.8
14.8 5.1 5.1
Profit before tax
308.8 (72.5) 236.3 496.1 283.9 780.0
Tax
5 (73.7) 9.5 (64.2) (112.9) (13.8) (126.7)
Profit after tax for the year
235.1 (63.0) 172.1 383.2 270.1 653.3
A
ttributable to:
Non-controlling interests
1.1 1.1 4.0 4.0
Owners of the parent
234.0 (63.0) 171.0 379.2 270.1 649.3
235.1 (63.0) 172.1 383.2 270.1 653.3
Adjustments relate to exceptional items, amortisation of intangible assets arising on acquisition and the tax thereon. Details are disclosed in note 3.
Earnings per 10.61p ordinary share Pence Pence Pence Pence
Basic
7
167.6 122.5 272.0 465.8
Diluted
7
167.4 122.3 271.4 464.8
Group Statement of Comprehensive Income
for the year ended 31 December 2023
Note
2023
£m
2022
£m
Profit after tax for the year
172.1 653.3
Other comprehensive (expense)/income:
Items that will not be reclassified
subsequently to profit or loss:
Remeasurements of post-retirement
benefit obligations
11 (23.3) 88.9
Tax on items that will not be reclassified
5 5.5 (22.4)
(17.8) 66.5
Items that have been or may be reclassified
subsequently to profit or loss:
Currency translation
(58.4) 104.2
Reclassification of currency translation
(14.8)
Cash flow hedging
20 (19.3) 2.8
Reclassification of cash flow hedging
20 (6.5)
Reclassification of cost of hedging reserve
20 6.0
Tax on items that may be reclassified
5 (0.4)
(77.7) 91.3
Other comprehensive (expense)/income for the year
(95.5) 157.8
Total comprehensive income for the year
76.6 811.1
A
ttributable to:
Non-controlling interests
0.1 4.4
Owners of the parent
76.5 806.7
76.6 811.1
A
rising from:
Continuing operations
76.6 811.1
Croda International Plc Annual Report and Accounts 2023 155
Group Balance Sheet
at 31 December 2023
2023 2022
Note £m£m
A
ssets
Non-current assets
Intangible assets 12
1,408.5
1,253.2
Property, plant and equipment 13
1,044.0
964.5
Right of use assets 14
87.5
96.9
Investments 16
1.9
3.4
Deferred tax assets 6
14.4
10.3
Retirement benefit assets 11
113.5
123.2
2,669.8
2,451.5
Current assets
Inventories 17
341.2
464.0
Trade and other receivables 18
395.7
375.8
Cash and cash equivalents 20
172.5
320.6
909.4
1,160.4
Liabilities
Current liabilities
Trade and other payables 19
(252.0)
(320.0)
Borrowings and other financial liabilities 20
(36.7)
(121.9)
Lease liabilities 14
(13.7)
(12.9)
Provisions 21
(8.6)
(6.1)
Current tax liabilities
(9.2)
(26.9)
(320.2)
(487.8)
Net current assets
589.2
672.6
Non-current liabilities
Borrowings and other financial liabilities 20
(588.4)
(401.8)
Lease liabilities 14
(71.3)
(79.2)
Other payables 19
(1.1)
(4.5)
Retirement benefit liabilities 11
(26.8)
(23.1)
Provisions 21
(10.5)
(11.5)
Deferred tax liabilities 6
(192.8)
(172.9)
(890.9)
(693.0)
Net assets
2,368.1
2,431.1
Equity
Ordinary Share capital 22
15.1
15.1
Share premium account
707.7
707.7
Reserves
1,629.7
1,692.8
Equity attributable to owners of the parent
2,352.5
2,415.6
Non-controlling interests in equity 25
15.6
15.5
Total equity
2,368.1
2,431.1
The financial statements on pages 152 to 194 were signed on behalf of the Board who approved the accounts on 26 February 2024.
Dame Anita Frew DBE
Chair
Louisa Burdett
Chief Financial Officer
153Croda International Plc Annual Report & Accounts 2023
Group Consolidated Statements continued
156 Croda International Plc Annual Report and Accounts 2023
Group Statement of Cash Flows
for the year ended 31 December 2023
2023 2022
Note £m £m
Cash generated from operating activities
Cash generated by operations ii
431.0
462.2
Interest paid
(24.2)
(23.2)
Tax paid
(69.3)
(130.8)
Net cash generated from operating activities
337.5
308.2
Cash flows from investing activities
A
cquisition of subsidiaries, net of cash acquired
27
(204.3)
Payment of contingent consideration
(9.6)
(13.7)
Purchase of property, plant and equipment 13
(180.4)
(141.2)
Receipt of government grants
10.9
6.1
Purchase of other intangible assets 12
(8.6)
(11.2)
Proceeds from sale of property, plant and equipment
4.0
1.7
Proceeds from business disposal, net of cash in disposed business
583.6
Tax paid on business disposals
(4.6)
(4.6)
Settlement of acquisition-related FX derivatives
(23.9)
Cash paid against non-operating provisions 21
(1.6)
(1.2)
Interest received
8.3
5.1
Net cash (used in)/generated from investing activities
(409.8)
424.6
Cash flows from financing activities
New borrowings
336.0
232.6
Repayment of borrowings
(210.9)
(614.4)
Payment of lease liabilities 14
(17.0)
(17.4)
A
cquisition of non-controlling interests
(1.4)
Net transactions in own shares
(9.8)
(7.3)
Dividends paid to equity shareholders 8
(150.7)
(144.4)
Net cash used in financing activities
(52.4)
(552.3)
Net movement in cash and cash equivalents i, iii
(124.7)
180.5
Cash and cash equivalents brought forward
281.6
94.3
Exchange differences iii
(6.7)
6.8
Cash and cash equivalents carried forward
150.2
281.6
Cash and cash equivalents carried forward comprise:
Cash at bank and in hand
172.5
320.6
Bank overdrafts
(22.3)
(39.0)
150.2
281.6
Group Consolidated Statements continued
Croda International Plc Annual Report & Accounts 2023154
Financial statements
Group Consolidated Statements continued
156 Croda International Plc Annual Report and Accounts 2023
Group Statement of Cash Flows
for the year ended 31 December 2023
Note
2023
£m
2022
£m
Cash generated from operating activities
Cash generated by operations
ii 431.0 462.2
Interest paid
(24.2) (23.2)
Tax paid
(69.3) (130.8)
Net cash generated from operating activities
337.5 308.2
Cash flows from investing activities
A
cquisition of subsidiaries, net of cash acquired
27 (204.3)
Payment of contingent consideration
(9.6) (13.7)
Purchase of property, plant and equipment
13 (180.4) (141.2)
Receipt of government grants
10.9 6.1
Purchase of other intangible assets
12 (8.6) (11.2)
Proceeds from sale of property, plant and equipment
4.0 1.7
Proceeds from business disposal, net of cash in disposed business
583.6
Tax paid on business disposals
(4.6) (4.6)
Settlement of acquisition-related FX derivatives
(23.9)
Cash paid against non-operating provisions
21 (1.6) (1.2)
Interest received
8.3 5.1
Net cash (used in)/generated from investing activities
(409.8) 424.6
Cash flows from financing activities
New borrowings
336.0 232.6
Repayment of borrowings
(210.9) (614.4)
Payment of lease liabilities
14 (17.0) (17.4)
A
cquisition of non-controlling interests
(1.4)
Net transactions in own shares
(9.8) (7.3)
Dividends paid to equity shareholders
8 (150.7) (144.4)
Net cash used in financing activities
(52.4) (552.3)
Net movement in cash and cash equivalents
i, iii (124.7) 180.5
Cash and cash equivalents brought forward
281.6 94.3
Exchange differences
iii (6.7) 6.8
Cash and cash equivalents carried forward
150.2 281.6
Cash and cash equivalents carried forward comprise:
Cash at bank and in hand
172.5 320.6
Bank overdrafts
(22.3) (39.0)
150.2 281.6
Croda International Plc Annual Report and Accounts 2023 157
Group Cash Flow Notes
for the year ended 31 December 2023
(i) Reconciliation to net debt
Note
2023
£m
2022
£m
Net movement in cash and cash equivalents
iii
(124.7) 180.5
Net movement in borrowings and other financial liabilities
iii
(108.1) 399.2
Change in net debt from cash flows
(232.8) 579.7
Loans in acquired businesses
(6.1)
Non-cash movement in lease liabilities
(12.9) (13.4)
Non-cash preference shares reclassification
(1.1)
Exchange differences
9.4 (37.2)
(242.4) 528.0
Net debt brought forward
(295.2) (823.2)
Net debt carried forward
iii
(537.6) (295.2)
(ii) Cash generated by operations
Note
2023
£m
2022
£m
A
djusted operating profi
t
320.0 515.1
Exceptional items
iv
(35.8) (36.1)
A
mortisation of intangible assets arising on acquisition
(36.7) (34.3)
Operating profit
247.5 444.7
A
djustments for:
Depreciation and amortisation
126.2 120.7
Fair value movement on contingent consideration
(6.1)
Impairments on intangible assets and property, plant and equipment
22.0 42.2
Impairment of investment
1.5
Loss on derivatives
4.6
Loss on disposal and write-offs of intangible assets and property, plant and equipment
0.2 0.2
Net provisions charged
21
5.6 1.6
Share-based payments
(4.2) (11.0)
Non-cash pension expense
(4.4) 4.5
Net-monetary adjustment
6.3
Cash paid against operating provisions
21
(3.4) (0.8)
Movement in inventories
117.8 (98.1)
Movement in receivables
(19.0) (43.3)
Movement in payables
(69.7) 7.6
Cash generated by operations
431.0 462.2
(iii) Analysis of net debt
2023
£m
Cash
flow
£m
Exchange
movements
£m
Other
non-cash
£m
2022
£m
Cash and cash equivalents
172.5 (140.3) (7.8)
320.6
Bank overdrafts
(22.3) 15.6 1.1
(39.0)
Movement in cash and cash equivalents
(124.7) (6.7)
Borrowings repayable within one year
(14.4) 72.6 2.0 (6.1) (82.9)
Borrowings repayable after more than one year
(588.4) (197.7) 11.1 (401.8)
Lease liabilities
(85.0) 17.0 3.0 (12.9) (92.1)
Movement in borrowings and other financial liabilities
(108.1) 16.1 (19.0)
Total net debt
(537.6) (232.8) 9.4 (19.0) (295.2)
Included within other non-cash movements are £9.9m of lease liabilities recognised in the year.
(iv) Cash flow on exceptional items
The total cash outflow during the year in respect of exceptional items, including those recognised in prior years' income statements but excluding
business disposal and contingent consideration, was £7.9m (2022: £1.0m). Details of exceptional items can be found in note 3 on pages 165 and 166.
155Croda International Plc Annual Report & Accounts 2023
Group Consolidated Statements continued
158 Croda International Plc Annual Report and Accounts 2023
Group Statement of Changes in Equity
for the year ended 31 December 2023
ShareNon-
SharepremiumOtherRetained controlling Total
capitalaccountreservesearnings interests equity
Note£m£m£m£m £m £m
A
t 1 January 2022
16.2
707.7
(43.8)
1,073.0
12.8
1,765.9
Profit after tax for the year
649.3
4.0
653.3
Other comprehensive income
90.9
66.5
0.4
157.8
Total comprehensive income for the year
90.9
715.8
4.4
811.1
Transactions with owners:
Dividends on equity shares
8
(144.4)
(144.4)
Share-based payments
8.3
8.3
Transactions in own shares
(7.3)
(7.3)
Total transactions with owners
(143.4)
(143.4)
Changes in ownership interests:
A
cquisition of a non-controlling interest
0.3
(1.7)
(1.4)
Total changes in ownership interests
0.3
(1.7)
(1.4)
Preference share capital reclassification
(1.1)
(1.1)
Total equity at 31 December 2022
15.1
707.7
47.1
1,645.7
15.5
2,431.1
A
t 1 January 2023
15.1
707.7
47.1
1,645.7
15.5
2,431.1
Profit after tax for the year
171.0
1.1
172.1
Other comprehensive expense
(76.7)
(17.8)
(1.0)
(95.5)
Total comprehensive (expense)/income for the year
(76.7)
153.2
0.1
76.6
Hedging losses transferred to cost of goodwill
20
19.3
19.3
Transactions with owners:
Dividends on equity shares 8
(150.7) (150.7)
Share-based payments
1.6 1.6
Transactions in own shares
(9.8) (9.8)
Total transactions with owners
(158.9) (158.9)
Total equity at 31 December 2023
15.1
707.7
(10.3)
1,640.0
15.6
2,368.1
Other reserves include the Capital Redemption Reserve of £0.9m (2022: £0.9m) and the Translation Reserve of £(11.2)m (2022: £46 .2m).
Group Consolidated Statements continued
Croda International Plc Annual Report & Accounts 2023156
Financial statements
Group Consolidated Statements continued
158 Croda International Plc Annual Report and Accounts 2023
Group Statement of Changes in Equity
for the year ended 31 December 2023
Note
Share
capital
£m
Share
premium
account
£m
Other
reserves
£m
Retained
earnings
£m
Non-
controlling
interests
£m
Total
equity
£m
A
t 1 January 2022
16.2 707.7 (43.8) 1,073.0 12.8 1,765.9
Profit after tax for the year
649.3 4.0 653.3
Other comprehensive income
90.9 66.5 0.4 157.8
Total comprehensive income for the year
90.9 715.8 4.4 811.1
Transactions with owners:
Dividends on equity shares
8 (144.4) (144.4)
Share-based payments
8.3 8.3
Transactions in own shares
(7.3) (7.3)
Total transactions with owners
(143.4) (143.4)
Changes in ownership interests:
A
cquisition of a non-controlling interest
0.3 (1.7) (1.4)
Total changes in ownership interests
0.3 (1.7) (1.4)
Preference share capital reclassification
(1.1) (1.1)
Total equity at 31 December 2022
15.1 707.7 47.1 1,645.7 15.5 2,431.1
A
t 1 January 2023
15.1 707.7 47.1 1,645.7 15.5 2,431.1
Profit after tax for the year
171.0 1.1 172.1
Other comprehensive expense
(76.7) (17.8) (1.0) (95.5)
Total comprehensive (expense)/income for the year
(76.7) 153.2 0.1 76.6
Hedging losses transferred to cost of goodwill
20 19.3 19.3
Transactions with owners:
Dividends on equity shares
8
(150.7)
(150.7)
Share-based payments
1.6
1.6
Transactions in own shares
(9.8)
(9.8)
Total transactions with owners
(158.9)
(158.9)
Total equity at 31 December 2023
15.1 707.7 (10.3) 1,640.0 15.6 2,368.1
Other reserves include the Capital Redemption Reserve of £0.9m (2022: £0.9m) and the Translation Reserve of £(11.2)m (2022: £46.2m).
Group Accounting Policies
159 Croda International Plc Annual Report and Accounts 2023
The principal accounting policies adopted in the preparation of
these financial statements are set out below. These policies have
been consistently applied to all the years presented, unless
otherwise stated.
Basis of preparation
The consolidated financial statements have been prepared under the
historical cost convention, in accordance with applicable law and UK-
adopted international accounting standards. A summary of the more
important Group accounting policies is set out below.
Going concern
The consolidated financial statements have been prepared on a going
concern basis which the Directors believe to be appropriate for the
following reasons:
At 31 December 2023 the Group had £1,050m of committed debt
facilities available from its banking group, USPP bondholders and lease
providers, with principal maturities between 2026 and 2030, of which
£381.2m (2022: £579.3m) was undrawn, together with cash balances
of £172.5m (2022: £320.6m). The Group’s debt facilities have funding
covenant requirements, principally the leverage covenant with a maximum
level of 3.5x net debt to covenant EBITDA, and interest cover.
The Directors have reviewed the liquidity and covenant forecasts for the
Group’s going concern assessment period covering at least 12 months
from the date of approval of the financial statements. Given the time
horizon of these forecasts, the risk of climate change is not expected to
have a material impact on these forecasts. Based on these forecasts, the
Group continues to have significant liquidity headroom and strong financial
covenant headroom under its debt facilities.
A reverse stress testing scenario has been performed which assesses that
adjusted operating profit would need to fall by over 74% to trigger an event
of default as at 30 June 2025. This scenario includes some mitigating
actions to conserve cash, including reducing dividends and capital
expenditure. Throughout this scenario, the Group continues to have
significant liquidity headroom. The Directors do not consider this a
plausible scenario. This is consistent with the bottom-up risk scenario
modelling for the long-term viability statement which considered severe
but plausible, individual, and combined scenarios, none of which trigger
an event of default. Accordingly, the consolidated financial statements
have been prepared on a going concern basis.
Climate change
The Group has long recognised the scale of the climate emergency
and considers this to offer both opportunities and risks in the future.
The Group’s current climate change strategy focuses on reducing its
carbon footprint and increasing its use of bio-based raw materials, whilst
the benefits in using its ingredients will enable more carbon to be saved
than were emitted through operations and supply chain.
The impact of climate change has been considered in the preparation of
these financial statements, including the risks identified as part of the Task
Force on Climate-related Financial Disclosures (TCFD) on pages 59 to 67.
None of these risks had a material effect on the consolidated financial
statements of the Group. In particular, the Directors have considered the
impact of climate change in respect of the following areas.
Going concern and viability of the Group over the next three years;
Post-retirement benefit obligations;
Carrying value and useful economic lives of property, plant and
equipment; and
The discounted cash flows included in the value in use calculation used
in the annual goodwill impairment testing.
Whilst there is currently no material impact expected from climate change,
the Group is aware of the ever-changing risks related to climate change
and will continue to developing its assessment of the impact on the
financial statements.
Significant accounting judgements and estimates
The Group’s significant accounting policies under UK-adopted
international accounting standards have been set by management with
the approval of the Audit Committee. The application of these policies
requires estimates and assumptions to be made concerning the future
and judgements to be made on the applicability of policies to particular
situations. Estimates and judgements are continually evaluated and
are based on historical experience and other factors, including
expectations of future events that are believed to be reasonable under the
circumstances. Under UK-adopted international accounting standards an
estimate or judgement may be considered significant if it has a significant
effect on the amounts recognised in the financial statements or if the
estimates have a risk of material adjustment to assets and liabilities
within the next financial year.
The significant accounting judgement required when preparing the
Group’s accounts is as follows:
(i) Hedge accounting – On 6 February 2023 the Group agreed to acquire
Solus Biotech Co Ltd (‘Solus’) for a total consideration of KRW350bn,
a highly probable future business combination (hedged item). In line
with the Group’s currency risk management strategy, the currency
exposure for the Group, which has a Sterling functional and
presentational currency, was managed through the execution
of a deal contingent foreign exchange forward contract (hedging
instrument). This instrument was designated as a cash flow hedge
and therefore hedge accounting was applied in the Group’s
consolidated financial statements.
The application of hedge accounting for a deal contingent instrument
requires significant judgement to determine whether the underlying
transaction was highly probable, which is a requirement for the initial
application of hedge accounting. The Group’s assessment that the
underlying transaction was highly probable, and therefore hedge
accounting can be applied, is a key judgement. The primary
consideration in forming this conclusion was in relation to the required
regulatory approval, which was considered highly probable to be
achieved based on an assessment of internal and external evidence.
This judgement, and the subsequent application of hedge accounting,
resulted in a £19.3m FX loss being deferred in other comprehensive
income, and subsequently reclassified to goodwill, rather than being
recognised in the income statement. During the year, a hedge
ineffectiveness loss of £4.6m was recognised in the income statement
within administrative expenses and reported as an exceptional item as
part of business acquisition costs. The forward contract was settled
during the year resulting in a cash outflow of £23.9m.
The significant accounting estimates required when preparing the Group’s
accounts are as follows:
(i) Post-retirement benefits – As disclosed in note 11, the Group’s
principal retirement benefit schemes are of the defined benefit type.
Year end recognition of the liabilities under these schemes and the
valuation of assets held to fund these liabilities require a number of
significant assumptions to be made, relating to key financial market
indicators such as inflation and expectations on future salary growth
and asset returns. These assumptions are made by the Group in
conjunction with the schemes’ actuaries and the Directors are of the
view that any estimation should be appropriate and in line with
consensus opinion.
157Croda International Plc Annual Report & Accounts 2023
Group Accounting Policies continued
160 Croda International Plc Annual Report and Accounts 2023
The critical accounting estimate specifically relates to the Group’s
UK scheme, given the size of the liabilities and their sensitivity to
underlying assumptions, including the impact of climate change on
life expectancy. Small changes in these assumptions could result
in a material adjustment to carrying values in the next financial year.
(ii) Goodwill impairment – Management are required to undertake an
annual test for impairment of indefinite lived assets such as goodwill.
Accordingly, the Group tests annually whether goodwill has suffered
any impairment by comparing the carrying value of the underlying
Cash Generating Units (‘CGUs’) to their recoverable amount
calculated by detailed value in use calculations. These value in use
calculations require the use of estimates to enable the calculation of
the net present value of cash flow projections of the relevant CGU.
The critical assumptions are as follows:
Cash flow projections – based on management's most recent risk-
adjusted view of future trading specific to the individual CGU, with
assumptions on term and EBITDA growth (calculated as operating
profit before depreciation and amortisation) as a result of fluctuating
revenue and operating margins through the ability to pass on future
raw material price increases.
Terminal value growth in EBITDA – set for each CGU with reference
to the long-term growth rate for the market and territory in which
the CGU operates but not exceeding the Group's long-term
average growth rate, estimated at 3%.
Discount rate – set using a weighted average cost of capital
adjusted for the specific risk profile of each CGU.
The significant accounting estimate relates to the goodwill impairment
review of the Flavours and Croda Korea CGUs. Given the impairment
charge reported in the prior year the Flavours CGU has low
headroom. The recoverable amount, and therefore level of headroom,
is predominantly dependent upon judgements used in arriving at
these key assumptions. The assumptions selected and associated
sensitivity analysis are disclosed in note 12. Although it is not
management’s current expectation, these sensitivities provide the
impact on the recoverable amount when applying a reasonably
possible change in the assumptions. The goodwill impairment
review of Croda Korea CGU represents a further source of significant
estimation uncertainty due to the proximity of acquisition and resultant
low level of headroom. Post-acquisition trading is in line with
expectations. Given the size of the goodwill balances and the carrying
values’ sensitivity to the underlying assumptions, small changes could
result in a material adjustment to the carrying values in the next
financial year.
The impact of climate change risks, with a particular focus on the
impact of carbon pricing, has been considered as part of the
impairment testing. The discounted cash flows included in the value
in use calculations reflect the carbon costs of the CGU based on the
latest scope 1 and 2 emissions data and applying a shadow carbon
price of £124/tonne in line with the UK Government Green Guide. The
cost of carbon has an immaterial effect on the recoverable amount of
each standalone CGU and as such carbon costs are not deemed to
be a key assumption. The Directors are aware of the ever-changing
risks attached to climate change and will regularly assess these risks
against judgements and estimates made in future impairment testing.
The Group’s accounts include other areas of estimation. While these
areas do not meet the definition of significant accounting estimates,
the recognition and measurement of certain material assets and
liabilities are based on assumptions. The other areas of accounting
estimates are:
(i) Valuation of acquired intangible assets (note 28) – On acquisition,
intangible assets other than goodwill are recognised if they can be
identified through being separable from the acquired entity or arising
from specific contractual or legal rights. Once recognised, such
intangible assets will be initially valued using an appropriate
methodology. The acquisition date fair value of intangible assets
acquired are based on a number of assumptions including discount
rate, royalty rates, growth rates and customer attrition.
(ii) Goodwill impairment review of the Avanti and Fragrances CGUs
(note 12) – the recoverable amount, and therefore level of headroom,
is predominantly dependent upon judgements used in arriving at
the cash flow projections, terminal value growth rate, and the
discount rate.
Changes in accounting policy
(i) The Group adopted the following new accounting policies on
1 January 2023 to comply with amendments to IFRS. The accounting
pronouncements, none of which had a material impact on the
Group’s financial reporting on adoption, are:
IFRS 17 ‘Insurance Contracts’ and Amendments to IFRS 17
‘Insurance Contracts’;
Amendments to IAS 1 ‘Disclosure of Accounting Policies’;
Amendments to IAS 1 ‘Classification of Liabilities as Current or
Non-Current’;
Amendment to IAS 8 ‘Definition of Accounting Estimates’; and
Amendment to IAS 12 ‘Deferred Tax related to Assets and
Liabilities arising from a Single Transaction’ and ‘International Tax
Reform—Pillar Two Model Rules’.
IFRS 17 ‘Insurance Contracts’
IFRS 17 ‘Insurance Contracts’ became effective on 1 January 2023
and establishes requirements for the recognition, measurement,
presentation, and disclosure of insurance contracts within the scope
of the Standard and is applied retrospectively. An impact assessment
has been performed and has not resulted in a material impact to the
Group financial reporting.
As part of this review it was identified that the Group issues product
warranties as part of the normal course of business which would meet
the definition of an insurance contract. As the warranties are issued in
connection to the sale of goods, the Group is exempt from applying
the requirements of IFRS 17 and instead applies IFRS 15 ‘Revenue’
and IAS 37 ‘Provisions, Contingent Liabilities and Contingent Assets’.
The Group operates a captive insurance company to self-insure
certain risks either in full or in part. As this self-insurance operates
within the Group, IFRS 17 has no impact on the consolidated
financial statements.
The Group has also issued Parent Company guarantee arrangements.
The Group has not previously asserted that these arrangements are
considered insurance contracts and has therefore taken advantage
of the accounting policy choice to apply IAS 32 ‘Financial Instruments:
Presentation’, IFRS 7 ‘Financial Instruments: Disclosures’ and IFRS 9
‘Financial Instruments’ rather than apply IFRS 17.
Group Accounting Policies continued
Croda International Plc Annual Report & Accounts 2023158
Financial statements
Group Accounting Policies continued
160 Croda International Plc Annual Report and Accounts 2023
The critical accounting estimate specifically relates to the Group’s
UK scheme, given the size of the liabilities and their sensitivity to
underlying assumptions, including the impact of climate change on
life expectancy. Small changes in these assumptions could result
in a material adjustment to carrying values in the next financial year.
(ii) Goodwill impairment – Management are required to undertake an
annual test for impairment of indefinite lived assets such as goodwill.
Accordingly, the Group tests annually whether goodwill has suffered
any impairment by comparing the carrying value of the underlying
Cash Generating Units (‘CGUs’) to their recoverable amount
calculated by detailed value in use calculations. These value in use
calculations require the use of estimates to enable the calculation of
the net present value of cash flow projections of the relevant CGU.
The critical assumptions are as follows:
Cash flow projections – based on management's most recent risk-
adjusted view of future trading specific to the individual CGU, with
assumptions on term and EBITDA growth (calculated as operating
profit before depreciation and amortisation) as a result of fluctuating
revenue and operating margins through the ability to pass on future
raw material price increases.
Terminal value growth in EBITDA – set for each CGU with reference
to the long-term growth rate for the market and territory in which
the CGU operates but not exceeding the Group's long-term
average growth rate, estimated at 3%.
Discount rate – set using a weighted average cost of capital
adjusted for the specific risk profile of each CGU.
The significant accounting estimate relates to the goodwill impairment
review of the Flavours and Croda Korea CGUs. Given the impairment
charge reported in the prior year the Flavours CGU has low
headroom. The recoverable amount, and therefore level of headroom,
is predominantly dependent upon judgements used in arriving at
these key assumptions. The assumptions selected and associated
sensitivity analysis are disclosed in note 12. Although it is not
management’s current expectation, these sensitivities provide the
impact on the recoverable amount when applying a reasonably
possible change in the assumptions. The goodwill impairment
review of Croda Korea CGU represents a further source of significant
estimation uncertainty due to the proximity of acquisition and resultant
low level of headroom. Post-acquisition trading is in line with
expectations. Given the size of the goodwill balances and the carrying
values’ sensitivity to the underlying assumptions, small changes could
result in a material adjustment to the carrying values in the next
financial year.
The impact of climate change risks, with a particular focus on the
impact of carbon pricing, has been considered as part of the
impairment testing. The discounted cash flows included in the value
in use calculations reflect the carbon costs of the CGU based on the
latest scope 1 and 2 emissions data and applying a shadow carbon
price of £124/tonne in line with the UK Government Green Guide. The
cost of carbon has an immaterial effect on the recoverable amount of
each standalone CGU and as such carbon costs are not deemed to
be a key assumption. The Directors are aware of the ever-changing
risks attached to climate change and will regularly assess these risks
against judgements and estimates made in future impairment testing.
The Group’s accounts include other areas of estimation. While these
areas do not meet the definition of significant accounting estimates,
the recognition and measurement of certain material assets and
liabilities are based on assumptions. The other areas of accounting
estimates are:
(i) Valuation of acquired intangible assets (note 28) – On acquisition,
intangible assets other than goodwill are recognised if they can be
identified through being separable from the acquired entity or arising
from specific contractual or legal rights. Once recognised, such
intangible assets will be initially valued using an appropriate
methodology. The acquisition date fair value of intangible assets
acquired are based on a number of assumptions including discount
rate, royalty rates, growth rates and customer attrition.
(ii) Goodwill impairment review of the Avanti and Fragrances CGUs
(note 12) – the recoverable amount, and therefore level of headroom,
is predominantly dependent upon judgements used in arriving at
the cash flow projections, terminal value growth rate, and the
discount rate.
Changes in accounting policy
(i) The Group adopted the following new accounting policies on
1 January 2023 to comply with amendments to IFRS. The accounting
pronouncements, none of which had a material impact on the
Group’s financial reporting on adoption, are:
IFRS 17 ‘Insurance Contracts’ and Amendments to IFRS 17
‘Insurance Contracts’;
Amendments to IAS 1 ‘Disclosure of Accounting Policies’;
Amendments to IAS 1 ‘Classification of Liabilities as Current or
Non-Current’;
Amendment to IAS 8 ‘Definition of Accounting Estimates’; and
Amendment to IAS 12 ‘Deferred Tax related to Assets and
Liabilities arising from a Single Transaction’ and ‘International Tax
Reform—Pillar Two Model Rules’.
IFRS 17 ‘Insurance Contracts’
IFRS 17 ‘Insurance Contracts’ became effective on 1 January 2023
and establishes requirements for the recognition, measurement,
presentation, and disclosure of insurance contracts within the scope
of the Standard and is applied retrospectively. An impact assessment
has been performed and has not resulted in a material impact to the
Group financial reporting.
As part of this review it was identified that the Group issues product
warranties as part of the normal course of business which would meet
the definition of an insurance contract. As the warranties are issued in
connection to the sale of goods, the Group is exempt from applying
the requirements of IFRS 17 and instead applies IFRS 15 ‘Revenue’
and IAS 37 ‘Provisions, Contingent Liabilities and Contingent Assets’.
The Group operates a captive insurance company to self-insure
certain risks either in full or in part. As this self-insurance operates
within the Group, IFRS 17 has no impact on the consolidated
financial statements.
The Group has also issued Parent Company guarantee arrangements.
The Group has not previously asserted that these arrangements are
considered insurance contracts and has therefore taken advantage
of the accounting policy choice to apply IAS 32 ‘Financial Instruments:
Presentation’, IFRS 7 ‘Financial Instruments: Disclosures’ and IFRS 9
‘Financial Instruments’ rather than apply IFRS 17.
Croda International Plc Annual Report and Accounts 2023 161
(ii) The IASB has issued the following pronouncements for annual periods
beginning on or after 1 January 2024 or 1 January 2025:
Amendments to IAS 21 ‘Lack of exchangeability’;
Amendments to IAS 7 and IFRS 7 ‘Supplier Finance
Arrangements’;
Amendments to IAS 1 ‘Non-current Liabilities with Covenants’;
Amendments to IFRS 16 ‘Lease Liability in a Sale and
Leaseback’; and
Amendments to SASB standards.
The Group is assessing the impact of these new standards and the
Group’s financial reporting will be presented in accordance with these
standards from 1 January 2024 or 1 January 2025 as applicable.
Group accounts
General information
Croda International Plc is a public limited company, which is listed on the
London Stock Exchange and incorporated and domiciled in the United
Kingdom. It is registered in England and Wales and the address of its
registered office can be found on page 205.
Subsidiaries
Subsidiaries are all entities over which the Parent Company has control.
The Parent controls an entity when it is exposed to, or has rights to,
variable returns from its involvement with the entity and has the ability to
affect those returns through its power over the entity. Subsidiaries are fully
consolidated from the date on which control is transferred to the Group.
They are deconsolidated from the date that control ceases.
The Group uses the acquisition method of accounting to account for
business combinations. The consideration transferred for the acquisition of
a subsidiary is the fair value of the assets transferred, the liabilities incurred
and the equity interests issued by the Group. Acquisition costs are
expensed as incurred.
Identifiable assets acquired, and liabilities and contingent liabilities
assumed, in a business combination are measured initially at their
fair values at the acquisition date, irrespective of the extent of any minority
interest. The excess of the cost of acquisition over the Group’s share of
identifiable net assets acquired is recorded as goodwill.
Intra-Group transactions, balances and unrealised gains on transactions
between Group companies are eliminated. Unrealised losses are
also eliminated.
Accounting policies of subsidiaries have been changed where necessary
to ensure consistency with the policies adopted by the Group.
Transactions with non-controlling interests
The Group treats transactions with non-controlling interests as
transactions with the equity owners of the Group. For purchases from
non-controlling interests, the difference between any consideration paid
and the relevant share acquired of the carrying value of net assets of the
subsidiary is recorded as equity. Gains or losses on disposals to non-
controlling interests are also recorded in equity.
Intangible assets
Goodwill
On acquisition of a business, fair values are attributed to the net assets
acquired. Goodwill arises where the fair value of the consideration given
for a business exceeds such net assets. Goodwill arising on acquisitions
is capitalised and carried at cost less accumulated impairment losses.
Goodwill is subject to impairment review, both annually and when there
are indications that the carrying value may not be recoverable. For the
purpose of impairment testing, assets are grouped at the lowest levels
for which there are separately identifiable cash flows, known as CGUs.
Goodwill is allocated to the CGU that is expected to benefit from the
synergies of the acquisition. For goodwill balances where the relevant
group of CGUs exceeds the size of the Group’s operating segments,
impairment testing is performed at the operating segment level.
If the recoverable amount of the CGU is less than the carrying value of
the goodwill, an impairment loss is recognised immediately against the
goodwill value. The recoverable amount of the CGU is the higher of fair
value less costs to sell and value in use. Fair value less costs to sell is
measured on a market-based approach using prices and other relevant
information generated by market transactions. Value in use is estimated
with reference to estimated risk adjusted future post-tax cash flows in real
terms discounted to net present value using a market participant real post-
tax discount rate that reflects the time value of money and size risk
premium specific to the CGU. Post-tax calculations, rather than pre-tax,
are used as they are considered more accurate. For disclosure purposes,
pre-tax discount rates are then back-solved using the equivalent pre-tax
cash flows, and therefore there is no material difference between the
calculations on a pre-tax or post-tax basis. Where required, specific risks
associated with the CGU are adjusted through changes to the future cash
flow projections. The Group uses growth estimates that track below the
Group’s historical growth rates unless the profile of a particular CGU
warrants a different treatment.
Other intangible assets arising on acquisition
On acquisition, intangible assets other than goodwill are recognised if they
can be identified through being separable from the acquired entity or
arising from specific contractual or legal rights.
Once recognised, such intangible assets will be initially valued using
an appropriate methodology. For the acquisition in the year the following
intangible asset types recognised and valuation methodologies
applied were:
Technology processes (relief-from-royalty)
Customer relationships (income approach)
Following initial recognition, the assets will be written down on a straight-
line basis over their useful lives, which range from 7 to 20 years for
technology processes and from 3 to 20 years for trade names, brands and
customer relationships. Useful lives are regularly reviewed to ensure their
continuing relevance.
Research and development
Research expenditure, undertaken with the prospect of gaining new
scientific, technical or commercial knowledge and understanding, is
charged to the income statement in the year in which it is incurred. Internal
development expenditure, whereby research findings are applied to a plan
for the production of new or substantially improved products or processes,
is charged to the income statement in the year in which it is incurred
unless it meets the recognition criteria of IAS 38 ‘Intangible Assets’.
Development uncertainties typically mean that such criteria are not met,
most commonly because the Group can only demonstrate the existence
of a market at a late stage in the product development cycle, at which
point the material element of project spend has already been incurred
and charged to the income statement. This includes, for example,
substantiating potential product claims for use by our customers. Until the
desired outcome of such work can be proven, at an economic production
cost, the market for a product cannot be said to exist. Furthermore, the
Group does not have the ability to reliably measure the development
expenditure attributable to all projects during development.
Where, however, the recognition criteria are met, intangible assets
are capitalised and amortised over their useful economic lives from
product launch.
159Croda International Plc Annual Report & Accounts 2023
Group Accounting Policies continued
162 Croda International Plc Annual Report and Accounts 2023
Intangible assets relating to products in development are subject
to impairment testing at each balance sheet date or earlier upon
indication of impairment. Any impairment losses are written off to
the income statement.
Computer software
Cloud computing arrangements are assessed and classified as
either service contracts or intangible assets. Computer software licences
that meet the definition of an intangible asset, covering a period of greater
than a year, are capitalised on the basis of the costs incurred to acquire
and bring to use the specific software. These costs are amortised over
their estimated useful lives which range from 3 to 7 years.
Revenue recognition
Revenue is measured based on the consideration specified in a contract
with a customer and excludes intra-Group sales. The Group recognises
revenue on completion of contractual performance obligations, generally
when it transfers control over a product or service to a customer.
Sale of goods
The principal activity from which the Group generates revenue is the
supply of products to customers from its various manufacturing sites and
warehouses, and in some limited instances from consignment inventory
held on customer sites. Products are supplied under a variety of standard
terms and conditions, and in each case, revenue is recognised when
contractual performance obligations between the Group and the customer
are satisfied. This will typically be on dispatch or delivery. When sales
discount and rebate arrangements result in net variable consideration,
appropriate adjustments are recognised as a deduction from revenue
at the point of sale. The Group typically uses the expected value method
for estimating rebates, reflecting that such contracts have similar
characteristics and a range of possible outcomes. The Group recognises
revenue to the extent that it is highly probable that a significant reversal in
the amount of cumulative revenue will not be required.
Interest and dividend income
Interest income is recognised on a time-proportion basis using the
effective interest method.
Dividend income is recognised when the right to receive payment
is established.
Government grants
The Group recognises government grant income related to assets when
the grant becomes receivable and deducts the income from the cost of
the associated asset. Government grant income is recognised separately
in the Group statement of cash flows.
Segmental reporting
The Group’s sales, marketing and research activities are organised into
three global market sectors, being Consumer Care, Life Sciences and
Industrial Specialties. These are the segments for which summary
management information is presented to the Group’s Executive
Committee, which is deemed to be the Group’s Chief Operating
Decision Maker.
Employee benefits
Pension obligations
The Group accounts for pensions and similar benefits under IAS 19
‘Employee Benefits’ (revised). In respect of defined benefit plans (pension
plans that define an amount of pension benefit that an employee will
receive on retirement, usually dependent on one or more factors such
as age, years of service and compensation), obligations are measured
at discounted present value whilst plan assets are recorded at fair value.
The assets and liabilities recognised in the balance sheet in respect of
defined benefit pension plans are the net of plan obligations and assets.
A scheme surplus is only recognised as an asset in the balance sheet
when the Group has the unconditional right to future economic benefits
in the form of a refund or a reduction in future contributions. For those
schemes where an accounting surplus is currently recognised, the Group
expects to recover the value through reduced future contributions. No
allowance is made in the past service liability in respect of either the future
expenses of running the schemes or for non-service-related death in
service benefits which may arise in the future. The operating costs of such
plans are charged to operating profit and the finance costs are recognised
as financial income or an expense as appropriate.
Service costs are spread systematically over the lives of employees
and financing costs are recognised in the periods in which they arise.
Remeasurements are recognised in the statement of comprehensive
income. Payments to defined contribution schemes (pension plans under
which the Group pays fixed contributions into a separate entity) are
charged as an expense as they fall due.
Other post-retirement benefits
Some Group companies provide post-retirement healthcare benefits to
their retirees. The entitlement to these benefits is usually conditional on the
employee remaining in service up to retirement age and the completion of
a minimum service period. The expected costs of these benefits are
accrued over the period of employment using an accounting methodology
similar to that for defined benefit pension plans. Remeasurements are
recognised in the statement of comprehensive income. These obligations
are valued annually by independent qualified actuaries.
Termination benefits
Termination benefits are payable when employment is terminated by
the Group before the normal retirement date, or whenever an employee
accepts voluntary redundancy in exchange for these benefits. The Group
recognises termination benefits when it is demonstrably committed to
either (i) terminating the employment of current employees according to
a detailed formal plan without possibility of withdrawal or (ii) providing
termination benefits as a result of an offer made to encourage voluntary
redundancy.
Share-based payments
The Group operates a number of cash and equity settled, share-based
incentive schemes. These are accounted for in accordance with IFRS 2
‘Share-based Payments’, which requires an expense to be recognised in
the income statement over the vesting period of the options. The expense
is based on the fair value of each instrument which is calculated using the
Black Scholes or binomial model as appropriate. Any expense is adjusted
to reflect expected and actual levels of options vesting for non-market-
based performance criteria.
Group Accounting Policies continued
Croda International Plc Annual Report & Accounts 2023160
Financial statements
Group Accounting Policies continued
162 Croda International Plc Annual Report and Accounts 2023
Intangible assets relating to products in development are subject
to impairment testing at each balance sheet date or earlier upon
indication of impairment. Any impairment losses are written off to
the income statement.
Computer software
Cloud computing arrangements are assessed and classified as
either service contracts or intangible assets. Computer software licences
that meet the definition of an intangible asset, covering a period of greater
than a year, are capitalised on the basis of the costs incurred to acquire
and bring to use the specific software. These costs are amortised over
their estimated useful lives which range from 3 to 7 years.
Revenue recognition
Revenue is measured based on the consideration specified in a contract
with a customer and excludes intra-Group sales. The Group recognises
revenue on completion of contractual performance obligations, generally
when it transfers control over a product or service to a customer.
Sale of goods
The principal activity from which the Group generates revenue is the
supply of products to customers from its various manufacturing sites and
warehouses, and in some limited instances from consignment inventory
held on customer sites. Products are supplied under a variety of standard
terms and conditions, and in each case, revenue is recognised when
contractual performance obligations between the Group and the customer
are satisfied. This will typically be on dispatch or delivery. When sales
discount and rebate arrangements result in net variable consideration,
appropriate adjustments are recognised as a deduction from revenue
at the point of sale. The Group typically uses the expected value method
for estimating rebates, reflecting that such contracts have similar
characteristics and a range of possible outcomes. The Group recognises
revenue to the extent that it is highly probable that a significant reversal in
the amount of cumulative revenue will not be required.
Interest and dividend income
Interest income is recognised on a time-proportion basis using the
effective interest method.
Dividend income is recognised when the right to receive payment
is established.
Government grants
The Group recognises government grant income related to assets when
the grant becomes receivable and deducts the income from the cost of
the associated asset. Government grant income is recognised separately
in the Group statement of cash flows.
Segmental reporting
The Group’s sales, marketing and research activities are organised into
three global market sectors, being Consumer Care, Life Sciences and
Industrial Specialties. These are the segments for which summary
management information is presented to the Group’s Executive
Committee, which is deemed to be the Group’s Chief Operating
Decision Maker.
Employee benefits
Pension obligations
The Group accounts for pensions and similar benefits under IAS 19
‘Employee Benefits’ (revised). In respect of defined benefit plans (pension
plans that define an amount of pension benefit that an employee will
receive on retirement, usually dependent on one or more factors such
as age, years of service and compensation), obligations are measured
at discounted present value whilst plan assets are recorded at fair value.
The assets and liabilities recognised in the balance sheet in respect of
defined benefit pension plans are the net of plan obligations and assets.
A scheme surplus is only recognised as an asset in the balance sheet
when the Group has the unconditional right to future economic benefits
in the form of a refund or a reduction in future contributions. For those
schemes where an accounting surplus is currently recognised, the Group
expects to recover the value through reduced future contributions. No
allowance is made in the past service liability in respect of either the future
expenses of running the schemes or for non-service-related death in
service benefits which may arise in the future. The operating costs of such
plans are charged to operating profit and the finance costs are recognised
as financial income or an expense as appropriate.
Service costs are spread systematically over the lives of employees
and financing costs are recognised in the periods in which they arise.
Remeasurements are recognised in the statement of comprehensive
income. Payments to defined contribution schemes (pension plans under
which the Group pays fixed contributions into a separate entity) are
charged as an expense as they fall due.
Other post-retirement benefits
Some Group companies provide post-retirement healthcare benefits to
their retirees. The entitlement to these benefits is usually conditional on the
employee remaining in service up to retirement age and the completion of
a minimum service period. The expected costs of these benefits are
accrued over the period of employment using an accounting methodology
similar to that for defined benefit pension plans. Remeasurements are
recognised in the statement of comprehensive income. These obligations
are valued annually by independent qualified actuaries.
Termination benefits
Termination benefits are payable when employment is terminated by
the Group before the normal retirement date, or whenever an employee
accepts voluntary redundancy in exchange for these benefits. The Group
recognises termination benefits when it is demonstrably committed to
either (i) terminating the employment of current employees according to
a detailed formal plan without possibility of withdrawal or (ii) providing
termination benefits as a result of an offer made to encourage voluntary
redundancy.
Share-based payments
The Group operates a number of cash and equity settled, share-based
incentive schemes. These are accounted for in accordance with IFRS 2
‘Share-based Payments’, which requires an expense to be recognised in
the income statement over the vesting period of the options. The expense
is based on the fair value of each instrument which is calculated using the
Black Scholes or binomial model as appropriate. Any expense is adjusted
to reflect expected and actual levels of options vesting for non-market-
based performance criteria.
Croda International Plc Annual Report and Accounts 2023 163
Currency translations and hyperinflation
Functional and presentation currency
Items included in the financial statements of each of the Group’s entities
are measured using the currency of the primary economic environment
in which the entity operates (‘the functional currency’). The consolidated
financial statements are presented in Sterling, which is the Company’s
functional and presentation currency.
Certain subsidiaries of the Group operate in hyperinflationary economies.
Where considered significant, the results of those subsidiaries are adjusted
to reflect the current purchasing power of that currency at the year end,
as if that rate had applied to the results of the entity for the whole period.
Any gain or loss on monetary assets and liabilities is recognised within
operating costs in the Group income statement as a net monetary gain
or loss.
Transactions and balances
Monetary assets and liabilities are translated at the exchange rates ruling
at the end of the financial period. Exchange profits or losses on trading
transactions are included in the Group income statement except
when deferred in equity as qualifying cash flow hedges and qualifying
net investment hedges.
Group companies
The results and financial position of all the Group entities that have a
functional currency different from the presentation currency and are not
considered to be hyperinflationary are translated into the presentation
currency as follows:
(i) assets and liabilities for each balance sheet presented are translated
at the closing rate at the date of that balance sheet;
(ii) income and expenses for each income statement are translated at
average exchange rates (unless this average is not a reasonable
approximation of the cumulative effect of the rates prevailing on the
transaction dates, in which case income and expenses are translated
at the dates of the transactions); and
(iii) all resulting exchange differences are recognised as a separate
component of equity.
For subsidiaries operating in hyperinflationary economies, the results and
financial position are translated into the Group’s presentation currency
using the closing rate for all transactions, rather than at an average rate
for income and expense items.
On consolidation, exchange differences arising from the translation of the
net investment in foreign entities, and of borrowings and other currency
instruments designated as hedges of such investments, are taken to
shareholders’ equity.
When a foreign operation is sold, such exchange differences are
recognised in the income statement as part of the gain or loss on sale.
Taxation
The charge for taxation is based on the profit for the year and takes into
account taxation deferred because of temporary differences between
the treatment of certain items for taxation and for accounting purposes.
Temporary differences arise on differences between the carrying value
of assets and liabilities in the financial statements and their tax base. Full
provision is made for the tax effects of these differences. No provision
is made for unremitted earnings of foreign subsidiaries where there is no
commitment to remit such earnings.
Similarly, no provision is made for temporary differences relating to
investments in subsidiaries since realisation of such differences can be
controlled and is not probable in the foreseeable future. Deferred tax
assets are recognised, using the balance sheet liability method, to the
extent that it is probable that future taxable profit will be available against
which the temporary differences can be utilised.
The Group has determined that the global minimum top-up tax, which is a
liability under Pillar Two legislation, is an income tax in the scope of IAS12.
The Group has applied a temporary mandatory relief from deferred tax
accounting for the impacts of the top-up tax and accounts for it as a
current tax when it is incurred.
Following adoption of amendments to IAS12 the Group has recognised a
separate deferred tax asset in relation to its lease liabilities and a deferred
tax liability in relation to its right of use assets.
All taxation is calculated on the basis of the tax rates and laws enacted
or substantively enacted at the balance sheet date.
Income statement presentation
Adjusted results are stated before exceptional items and amortisation of
intangible assets arising on acquisition, and tax thereon. The Board
believes that the adjusted presentation (and the columnar format adopted
for the Group income statement) assists shareholders by providing a basis
upon which to analyse business performance and make year-on-year
comparisons. The same measures are used by management for planning,
budgeting and reporting purposes and for the internal assessment of
operating performance across the Group. The adjusted presentation is
adopted on a consistent basis for each half year and full year results.
Exceptional items
Exceptional items are those items that in the Directors’ view are required to
be separately disclosed by virtue of their size or incidence to enable a full
understanding of the Group’s financial performance. In the current year
exceptional items relate to a goodwill impairment to the carrying value of
the Chinese SIPO cash generating unit in Industrial Specialties, acquisition
costs and restructuring costs associated with changes to the Group’s
operating model. Exceptional items in the prior year related to the gain on
business disposal, discount unwind and fair value adjustment in respect
of contingent consideration, goodwill impairment and property, plant and
equipment impairment. Details can be found in note 3 on pages 165
and 166.
Property, plant and equipment
Property, plant and equipment is stated at historical cost less depreciation,
with the exception of assets acquired as part of a business combination.
Cost includes the original purchase price of the asset and the costs
attributable to bringing the asset to its working condition for its intended
use. The Group’s policy is to write off the difference between the cost of
all property, plant and equipment, except freehold land, and their residual
value on a straight-line basis over their estimated useful lives.
Reviews are made annually of the estimated remaining lives and residual
values of individual productive assets, taking account of commercial and
technological obsolescence, the impact of climate change, sites
decarbonisation road maps, as well as normal wear and tear, and
adjustments are made where appropriate. Under this policy it becomes
impractical to calculate average asset lives exactly. However, the total lives
range from approximately 15 to 40 years for land and buildings, and 3 to
25 years for plant and equipment. All individual assets are reviewed for
impairment when there are indications that the carrying value may not be
recoverable. The Group’s ‘plant and equipment’ asset class predominantly
relates to the value of plant and equipment at the Group’s manufacturing
facilities. Consequently, the Group does not seek to analyse out of this
class other items such as motor vehicles and office equipment.
161Croda International Plc Annual Report & Accounts 2023
Group Accounting Policies continued
164 Croda International Plc Annual Report and Accounts 2023
The TCFD on pages 59 to 67 highlights the riverine flood risk across
specific sites. The sites with significant risk of flood account for 14.9% of
Group revenue in 2023 and include 12.2% of the Group’s property, plant
and equipment net book value. Due to the mitigations detailed in the
TCFD, climate change does not have a material impact on the net book
value or remaining useful life of property, plant and equipment at the
balance sheet date.
Impairment of non-financial assets
The Group assesses at each year end whether an asset may be impaired.
If any evidence exists of impairment, the estimated recoverable amount is
compared to the carrying value of the asset and an impairment loss is
recognised where appropriate. The recoverable amount is the higher of
an asset’s value in use and fair value less costs to sell. In addition to this,
goodwill is tested for impairment at least annually. Non-financial assets
other than goodwill which have suffered impairment are reviewed for
possible reversal of the impairment at each reporting date.
Leases
When entering into a new contract, the Group assesses whether it is, or
contains, a lease. A lease conveys a right to control the use of an identified
asset for a period of time in exchange for consideration.
The Group recognises a right of use asset and a lease liability at the
lease commencement date. The right of use asset is initially measured
at cost, and subsequently at cost less any accumulated depreciation
and impairment losses, adjusted for certain remeasurements of the
lease liability.
The lease liability is initially measured at the present value of the lease
payments that are not paid at the commencement date and discounted
using the interest rate implicit in the lease or, more typically, the
Group’s incremental borrowing rate (when the implicit rate cannot
be readily determined).
The lease liability is subsequently increased by the interest cost on
the lease liability and decreased by lease payments made. It is remeasured
when there is a change in future lease payments arising from a change in
an index or rate, a change in the estimate of the amount expected to be
payable under a residual value guarantee or changes in the Group’s
assessment of whether a purchase, extension or termination option is
reasonably certain to be exercised.
The Group adopts recognition exemptions for short-term (less than
12 months) and low value leases and elects not to separate lease
components from any associated fixed non-lease components.
The Group classifies payments of lease liabilities (principal and
interest portions) as part of financing activities. Payments of
short-term, low value and variable lease components are classified
within operating activities.
Derivative financial instruments
The Group uses derivative financial instruments where deemed
appropriate to hedge its exposure to interest rates and short-term
currency rate fluctuations. The Group’s accounting policy is set out below.
Derivative financial instruments are recorded initially at cost. Subsequent
measurement depends on the designation of the instrument as either:
(i) a hedge of the fair value of recognised assets or liabilities or a firm
commitment (fair value hedge); or (ii) a hedge of highly probable forecast
transactions (cash flow hedge).
(i) Fair value hedge
Changes in the fair value of derivatives, for example interest rate swaps
and foreign exchange contracts, that are designated and qualify as fair
value hedges are recorded in the income statement, together with any
changes in the fair value of the hedged asset or liability that are attributable
to the hedged risk.
(ii) Cash flow hedge
The Group designates the spot element of forward foreign exchange
contracts to hedge its currency risk and applies a hedge ratio of 1:1. The
forward elements of the forward exchange contracts are excluded from
the designation of the hedging instrument and are separately accounted
for as a cost of hedging, which is recognised in equity in a cost of hedging
reserve. The Group’s policy is for the critical terms of the forward
exchange contracts to align with the hedged item.
The Group determines the existence of an economic relationship between
the hedging instrument and the hedged item based on the current amount
and timing of the respective cash flows. The Group assesses whether the
derivative designated in each hedging relationship is expected to be and
has been effective in offsetting changes in the cash flows of the hedged
item using the hypothetical derivative method. In these hedge relationships,
the main sources of ineffectiveness are changes in the time or amount of
the hedged transactions.
The effective portion of changes in the fair value of derivatives that are
designated and qualify as cash flow hedges are recognised in equity.
The gain or loss relating to the ineffective portion is recognised immediately
in the income statement. Amounts accumulated in equity are recycled in
the income statement in the periods when the hedged item will affect profit
or loss (for instance when the forecast sale that is hedged takes place).
However, when the forecast transaction that is hedged results in the
recognition of a non-financial asset (for example inventory) or a liability, the
gains and losses previously deferred in equity are transferred from equity
and included in the initial measurement of the cost of the asset or liability.
When a hedging instrument expires or is sold, or when a hedge no longer
meets the criteria for hedge accounting, any cumulative gain or loss
existing in equity at that time remains in equity and is recognised when the
forecast transaction is ultimately recognised in the income statement.
When a forecast transaction is no longer expected to occur, the
cumulative gain or loss that was reported in equity is immediately
transferred to the income statement.
Certain derivative instruments do not qualify for hedge accounting.
Changes in the fair value of any derivative instruments that do not
qualify for hedge accounting are recognised immediately in the
income statement.
Borrowings
Borrowings are recognised initially at fair value, net of transaction costs
incurred. Any difference between the proceeds (net of transaction costs)
and the redemption value is recognised in the income statement over the
period of the borrowings using the effective interest method. Borrowings
are classified as current liabilities unless the Group has an unconditional
right to defer settlement of the liability for at least 12 months after the
balance sheet date.
Group Accounting Policies continued
Croda International Plc Annual Report & Accounts 2023162
Financial statements
Group Accounting Policies continued
164 Croda International Plc Annual Report and Accounts 2023
The TCFD on pages 59 to 67 highlights the riverine flood risk across
specific sites. The sites with significant risk of flood account for 14.9% of
Group revenue in 2023 and include 12.2% of the Group’s property, plant
and equipment net book value. Due to the mitigations detailed in the
TCFD, climate change does not have a material impact on the net book
value or remaining useful life of property, plant and equipment at the
balance sheet date.
Impairment of non-financial assets
The Group assesses at each year end whether an asset may be impaired.
If any evidence exists of impairment, the estimated recoverable amount is
compared to the carrying value of the asset and an impairment loss is
recognised where appropriate. The recoverable amount is the higher of
an asset’s value in use and fair value less costs to sell. In addition to this,
goodwill is tested for impairment at least annually. Non-financial assets
other than goodwill which have suffered impairment are reviewed for
possible reversal of the impairment at each reporting date.
Leases
When entering into a new contract, the Group assesses whether it is, or
contains, a lease. A lease conveys a right to control the use of an identified
asset for a period of time in exchange for consideration.
The Group recognises a right of use asset and a lease liability at the
lease commencement date. The right of use asset is initially measured
at cost, and subsequently at cost less any accumulated depreciation
and impairment losses, adjusted for certain remeasurements of the
lease liability.
The lease liability is initially measured at the present value of the lease
payments that are not paid at the commencement date and discounted
using the interest rate implicit in the lease or, more typically, the
Group’s incremental borrowing rate (when the implicit rate cannot
be readily determined).
The lease liability is subsequently increased by the interest cost on
the lease liability and decreased by lease payments made. It is remeasured
when there is a change in future lease payments arising from a change in
an index or rate, a change in the estimate of the amount expected to be
payable under a residual value guarantee or changes in the Group’s
assessment of whether a purchase, extension or termination option is
reasonably certain to be exercised.
The Group adopts recognition exemptions for short-term (less than
12 months) and low value leases and elects not to separate lease
components from any associated fixed non-lease components.
The Group classifies payments of lease liabilities (principal and
interest portions) as part of financing activities. Payments of
short-term, low value and variable lease components are classified
within operating activities.
Derivative financial instruments
The Group uses derivative financial instruments where deemed
appropriate to hedge its exposure to interest rates and short-term
currency rate fluctuations. The Group’s accounting policy is set out below.
Derivative financial instruments are recorded initially at cost. Subsequent
measurement depends on the designation of the instrument as either:
(i) a hedge of the fair value of recognised assets or liabilities or a firm
commitment (fair value hedge); or (ii) a hedge of highly probable forecast
transactions (cash flow hedge).
(i) Fair value hedge
Changes in the fair value of derivatives, for example interest rate swaps
and foreign exchange contracts, that are designated and qualify as fair
value hedges are recorded in the income statement, together with any
changes in the fair value of the hedged asset or liability that are attributable
to the hedged risk.
(ii) Cash flow hedge
The Group designates the spot element of forward foreign exchange
contracts to hedge its currency risk and applies a hedge ratio of 1:1. The
forward elements of the forward exchange contracts are excluded from
the designation of the hedging instrument and are separately accounted
for as a cost of hedging, which is recognised in equity in a cost of hedging
reserve. The Group’s policy is for the critical terms of the forward
exchange contracts to align with the hedged item.
The Group determines the existence of an economic relationship between
the hedging instrument and the hedged item based on the current amount
and timing of the respective cash flows. The Group assesses whether the
derivative designated in each hedging relationship is expected to be and
has been effective in offsetting changes in the cash flows of the hedged
item using the hypothetical derivative method. In these hedge relationships,
the main sources of ineffectiveness are changes in the time or amount of
the hedged transactions.
The effective portion of changes in the fair value of derivatives that are
designated and qualify as cash flow hedges are recognised in equity.
The gain or loss relating to the ineffective portion is recognised immediately
in the income statement. Amounts accumulated in equity are recycled in
the income statement in the periods when the hedged item will affect profit
or loss (for instance when the forecast sale that is hedged takes place).
However, when the forecast transaction that is hedged results in the
recognition of a non-financial asset (for example inventory) or a liability, the
gains and losses previously deferred in equity are transferred from equity
and included in the initial measurement of the cost of the asset or liability.
When a hedging instrument expires or is sold, or when a hedge no longer
meets the criteria for hedge accounting, any cumulative gain or loss
existing in equity at that time remains in equity and is recognised when the
forecast transaction is ultimately recognised in the income statement.
When a forecast transaction is no longer expected to occur, the
cumulative gain or loss that was reported in equity is immediately
transferred to the income statement.
Certain derivative instruments do not qualify for hedge accounting.
Changes in the fair value of any derivative instruments that do not
qualify for hedge accounting are recognised immediately in the
income statement.
Borrowings
Borrowings are recognised initially at fair value, net of transaction costs
incurred. Any difference between the proceeds (net of transaction costs)
and the redemption value is recognised in the income statement over the
period of the borrowings using the effective interest method. Borrowings
are classified as current liabilities unless the Group has an unconditional
right to defer settlement of the liability for at least 12 months after the
balance sheet date.
Croda International Plc Annual Report and Accounts 2023 165
Trade and other payables
Trade and other payables are recognised initially at fair value. With the
exception of contingent consideration and forward foreign exchange
contracts, trade and other payables are subsequently measured at
amortised cost using the effective interest method. Contingent
consideration is measured at fair value based on the present value of the
expected future payments, discounted using a risk-adjusted discount rate.
Contingent consideration is remeasured at fair value at each reporting date
and subsequent changes in fair value and associated discount unwind are
recognised in the income statement. Forward foreign exchange contracts
are initially recognised at cost and subsequently measured at fair value on
a mark-to-market basis.
Inventories
Inventories are stated at the lower of cost and net realisable amount on
a first in first out basis. Cost comprises all expenditure, including related
production overheads, incurred in the normal course of business
in bringing the inventory to its location and condition at the balance sheet
date. Net realisable amount is the estimated selling price in the ordinary
course of business less any applicable variable selling costs. Provision
is made for obsolete, slow moving and defective inventory where
appropriate. Profits arising on intra-group sales are eliminated in so
far as the product remains in Group inventory at the year end.
Trade and other receivables
Trade and other receivables are recognised initially at fair value and
subsequently measured at amortised cost, using the effective interest
method, less impairment losses. A provision for impairment of trade
receivables is recognised based on lifetime expected losses, but principally
comprises balances where objective evidence exists that the amount will
not be collectible. Such amounts are written down to their estimated
recoverable amounts, with the charge being made to operating expenses.
Cash and cash equivalents
Cash and cash equivalents comprise cash balances and short-term
deposits. Bank overdrafts that are repayable on demand and form
an integral part of the Group’s cash management are included as a
component of cash and cash equivalents for the purpose of the statement
of cash flows. Cash and bank overdrafts are offset and the net amount
reported in the balance sheet when there is a legally enforceable right to
offset the recognised amounts, there is an intention to settle on a net basis
and interest is charged on a net basis.
Environmental, restructuring, site restoration and
other provisions
The Group is exposed to certain liabilities relating to its operations.
Provisions are made immediately where a legal or constructive obligation is
identified, can be quantified and it is regarded as more likely than not that
an outflow of resources will be required to settle the obligation. The Group
does consider the impact of discounting when establishing provisions and
provisions are discounted when the impact is material and the timing of
cash flows can be estimated with reasonable certainty.
Share capital
Investment in own shares
(i) Employee share ownership trusts shares acquired by the trustees
of the employee share ownership trust (the Trustees), funded by the
Company and held for the continuing benefit of the Company are
shown as a reduction in equity attributable to owners of the parent.
Movements in the year arising from additional purchases by the
Trustees of shares or the receipt of funds due to the exercise of
options by employees are accounted for within reserves and shown
as a movement in equity attributable to owners of the parent in the
year. Administration expenses of the trusts are charged to the
Company’s income statement as incurred.
(ii) Treasury shares – where any Group company purchases the
Company’s equity share capital as treasury shares, the consideration
paid, including any directly attributable incremental costs (net of
income taxes), is deducted from equity attributable to the Company’s
equity holders until the shares are cancelled, reissued or disposed of.
Where such shares are subsequently sold or reissued, any
consideration received, net of any directly attributable incremental
transaction costs and the related income tax effects, is included
in equity attributable to the Company’s equity holders.
Dividends
Dividends on ordinary share capital are recognised as a liability when the
liability is irrevocable. Accordingly, final dividends are recognised when
approved by shareholders and interim dividends are recognised
when paid.
Investments
Investments in equity securities are measured at fair value, with
movements in the fair value being recognised in the income statement or
equity on an instrument-by-instrument basis. Investments in associates are
initially recorded at cost and subsequently adjusted for the Group’s share
of results. Investments are subject to impairment testing at each balance
sheet date or earlier upon indication of impairment.
163Croda International Plc Annual Report & Accounts 2023
Notes to the Group Accounts
168 Croda International Plc Annual Report and Accounts 2023
1. Segmental analysis
The Group’s sales, marketing and research activities are organised into three global market sectors, being Consumer Care, Life Sciences and Industrial
Specialties. These are the segments for which summary management information is presented to the Group’s Executive Committee, which is deemed
to be the Group’s Chief Operating Decision Maker. A review of each sector can be found within the Strategic Report on pages 38 to 46.
There is no material trade between segments. Segmental results include items directly attributable to a specific segment as well as those that can be
allocated on a reasonable basis.
2023
2022
£m £m
Income statement
Revenue
Consumer
Care
886.1
897.8
Life Sciences
602.3
682.3
Industrial
Specialties
206.1
509.2
Total Group revenue
1,694.5
2,089.3
Adjusted operating profit
Consumer Care
160.3
204.7
Life Sciences
150.3
229.4
Industrial Specialties
9.4
81.0
Total Group operating profit (before exceptional items and amortisation of intangible assets arising
on acquisition)
320.0
515.1
Exceptional items and amortisation of intangible assets arising on acquisition
1
(72.5)
(70.4)
Total Group operating
profit
247.5
444.7
1. Relates to Consumer Care £32.5m (2022: £60.2m), Life Sciences £18.6m (2022: £9.1m) and Industrial Specialties £21.4m (2022: £1.1m).
In the following table, revenue has been disaggregated by sector and destination. This is the primary management information that is presented to the
Group’s Executive Committee.
Europe
, Middle
North
Latin
Asia
Total
East & Africa America America
£m £m £m £m £m
Revenue
2023
Consumer
Care
375.1
189.7
89.4
231.9
886.1
Life
Sciences
245.9
167.6
87.7
101.1
602.3
Industrial
Specialties
69.2
39.3
8.3
89.3
206.1
Total Group revenue
690.2
396.6
185.4
422.3
1,694.5
Revenue
2022
Consumer
Care
353.2
232.5
91.2
220.9
897.8
Life Sciences
297.5
186.1
89.8
108.9
682.3
Industrial
Specialties
220.0
111.3
23.1
154.8
509.2
Total Group revenue
870.7
529.9
204.1
484.6
2,089.3
2023
2022
£m £m
Depreciation and amortisation (before amortisation of intangible assets arising on acquisition)
Consumer
Care
45.7
40.4
Life Sciences
32.6
26.7
Industrial
Specialties
11.2
19.3
Total Group
89.5
86.4
The Group manages its business segments on a global basis. The operations are based in the following geographical areas: Europe, with manufacturing
sites in the UK, France, the Netherlands, Italy, Spain and Denmark; North America, with manufacturing sites in the US; Latin America, with manufacturing
sites in Brazil, Argentina, Colombia and Mexico; Asia, with manufacturing sites in Singapore, Japan, India, China, Indonesia, Malaysia, Korea and
Australia; and South Africa and Tunisia.
The Groups revenue from external customers in the UK is £42.8m (2022: £66.3m), in France is £99.0m (2022: £121.5m), in Germany is £80.4m
(2022: £120.9m), in China is £155.9m (2022: £189.3m), in the US is £362.9m (2022: £491.0m) and the total revenue from external customers from
other countries is £953.5m (2022: £1,100.2m). No single external customer represents more than 5% of the total revenue of the Group. The total of
non-current assets other than financial instruments, retirement benefit assets and deferred tax assets located in the UK is £249.6m (2022: £177.6m),
in the US is £607.1m (2022: £618.4m) and in other countries is £747.3m (2022: £677.4m). Goodwill has not been split by geography as this asset
is not attributable to a geographical area.
Croda International Plc Annual Report & Accounts 2023164
Financial statements
Notes to the Group Accounts
168 Croda International Plc Annual Report and Accounts 2023
1. Segmental analysis
The Group’s sales, marketing and research activities are organised into three global market sectors, being Consumer Care, Life Sciences and Industrial
Specialties. These are the segments for which summary management information is presented to the Group’s Executive Committee, which is deemed
to be the Group’s Chief Operating Decision Maker. A review of each sector can be found within the Strategic Report on pages 38 to 46.
There is no material trade between segments. Segmental results include items directly attributable to a specific segment as well as those that can be
allocated on a reasonable basis.
2023
£m
2022
£m
Income statement
Revenue
Consumer
Care
886.1
897.8
Life Sciences
602.3
682.3
Industrial
Specialties
206.1
509.2
Total Group revenue
1,694.5
2,089.3
Adjusted operating profit
Consumer Care
160.3 204.7
Life Sciences
150.3 229.4
Industrial Specialties
9.4 81.0
Total Group operating profit (before exceptional items and amortisation of intangible assets arising
on acquisition)
320.0
515.1
Exceptional items and amortisation of intangible assets arising on acquisition
1
(72.5)
(70.4)
Total Group operating
profit
247.5
444.7
1. Relates to Consumer Care £32.5m (2022: £60.2m), Life Sciences £18.6m (2022: £9.1m) and Industrial Specialties £21.4m (2022: £1.1m).
In the following table, revenue has been disaggregated by sector and destination. This is the primary management information that is presented to the
Group’s Executive Committee.
Europe
, Middle
East & Africa
£m
North
America
£m
Latin
America
£m
Asia
£m
Total
£m
Revenue
2023
Consumer
Care
375.1
189.7
89.4
231.9
886.1
Life
Sciences
245.9
167.6
87.7
101.1
602.3
Industrial
Specialties
69.2
39.3
8.3
89.3
206.1
Total Group revenue
690.2
396.6
185.4
422.3
1,694.5
Revenue
2022
Consumer
Care
353.2
232.5
91.2
220.9
897.8
Life Sciences
297.5
186.1
89.8
108.9
682.3
Industrial
Specialties
220.0
111.3
23.1
154.8
509.2
Total Group revenue
870.7
529.9
204.1
484.6
2,089.3
2023
£m
2022
£m
Depreciation and amortisation (before amortisation of intangible assets arising on acquisition)
Consumer
Care
45.7
40.4
Life Sciences
32.6
26.7
Industrial
Specialties
11.2
19.3
Total Group
89.5
86.4
The Group manages its business segments on a global basis. The operations are based in the following geographical areas: Europe, with manufacturing
sites in the UK, France, the Netherlands, Italy, Spain and Denmark; North America, with manufacturing sites in the US; Latin America, with manufacturing
sites in Brazil, Argentina, Colombia and Mexico; Asia, with manufacturing sites in Singapore, Japan, India, China, Indonesia, Malaysia, Korea and
Australia; and South Africa and Tunisia.
The Groups revenue from external customers in the UK is £42.8m (2022: £66.3m), in France is £99.0m (2022: £121.5m), in Germany is £80.4m
(2022: £120.9m), in China is £155.9m (2022: £189.3m), in the US is £362.9m (2022: £491.0m) and the total revenue from external customers from
other countries is £953.5m (2022: £1,100.2m). No single external customer represents more than 5% of the total revenue of the Group. The total of
non-current assets other than financial instruments, retirement benefit assets and deferred tax assets located in the UK is £249.6m (2022: £177.6m),
in the US is £607.1m (2022: £618.4m) and in other countries is £747.3m (2022: £677.4m). Goodwill has not been split by geography as this asset
is not attributable to a geographical area.
Croda International Plc Annual Report and Accounts 2023 169
2. Operating costs
2023
2022
£m £m
Analysis of net operating expenses by function:
Distribution costs
77.2
101.8
Administrative expenses
405.3
439.1
482.5
540.9
Additional information on the nature of operating expenses, including depreciation and employee costs, is provided in note 3.
3. Profit for the year
2023
2022
£m £m
The Group profit for the year is stated after charging/(crediting):
Depreciation and amortisation (notes 12, 13 & 14)
126.2
120.7
Goodwill impairment (exceptional) (note 12)
20.8
34.6
Property, plant and equipment impairment (exceptional) (note 13)
7.6
Property, plant and equipment impairment (non-exceptional) (note 13)
1.2
Staff costs (note 9)
340.8
389.9
Redundancy costs (non-exceptional)
0.6
1.2
Redundancy costs (exceptional)
5.4
Gain on business disposal (exceptional) (note 28)
(356.0)
Net-monetary adjustment arising from application of IAS 29 ‘Hyperinflation’
6.3
Impairment of investment (non-exceptional) (note 16)
1.5
Inventories cost recognised as expense in cost of sales
964.5
1,102.9
Inventories provision movement in the year
11.6
15.0
Research and development
62.3
66.3
Net foreign exchange
7.0
(4.2)
Bad debt charge (note 18)
1.4
2.7
2023
2022
£m £m
Adjustments:
Exceptional items operating profit
Business acquisition costs (note 27)
(9.6)
Restructuring costs (note 21)
(5.4)
Goodwill impairment (note 12)
(20.8)
(34.6)
Property, plant and equipment impairment (note 13)
(7.6)
Fair value movement on contingent consideration (note 19)
6.1
Exceptional items financial costs
Unwind of discount on contingent consideration (note 19)
(1.7)
Gain on business disposal (note 28)
356.0
Exceptional items
(35.8) 318.2
Amortisation of intangible assets arising on acquisition
(36.7) (34.3)
Total adjustments
(72.5)
283.9
165Croda International Plc Annual Report & Accounts 2023
Notes to the Group Accounts continued
170 Croda International Plc Annual Report and Accounts 2023
3. Profit for the year continued
The exceptional items in the current year relate to a goodwill impairment to the carrying value of the Chinese SIPO Cash Generating Unit (CGU) in
Industrial Specialties, acquisition costs and restructuring costs associated with changes to the Group’s operating model. The goodwill impairment,
acquisition costs and restructuring costs have all been presented as exceptional due to their size and one-off nature. The exceptional items in the prior
year related to the gain on business disposal, discount unwind and fair value adjustment both in respect of contingent consideration, the goodwill
impairment of the Group’s Flavours CGU and an impairment relating to the write-off of unusable manufacturing plant in Japan.
2023
2022
£m £m
Services
provided by the Group’s auditor
Audit services
Fees payable to the Group’s auditor for the audit of Parent Company and consolidated financial statements
0.6
0.3
Fees payable to the Group’s auditor and its associates for the audit of the Company’s subsidiaries
1.9
1.9
Other audit services
Audit-related assurance and other services including fees payable in relation to the Group's interim review
0.3
0.2
2.8
2.4
4. Net financial costs
2023
2022
£m £m
Financial costs
US$100m 3.75% fixed rate 10 year note
3.0
3.0
2019
Club facility due 2026
9.9
5.9
US$200m 3 year term loan due 2023
0.6
€30m 1.08% fixed rate 7 year note
0.1
0.3
€70m 1.43% fixed rate 10 year note
0.9
0.9
£30m 2.54% fixed rate 7 year note
0.4
0.8
£70m 2.80% fixed rate 10 year note
2.0
2.0
€50m 1.18% fixed rate 8 year note
0.5
0.5
£65m 2.46% fixed rate 8 year note
1.6
1.6
US$60m 3.70% fixed rate 10 year note
1.8
1.8
Interest on lease liabilities
2.6
2.5
Other bank loans and overdrafts
3.1
2.9
Other interest costs
1.2
Unwind of discount on contingent consideration (exceptional)
1.7
Preference share dividend
0.1
0.1
26.0
25.8
Financial
income
Bank interest receivable and similar income
(9.4)
(2.7)
Net interest on post
-retirement benefits
(5.4)
(2.4)
(14.8)
(5.1)
Net financial costs
11.2
20.7
Notes to the Group Accounts continued
Croda International Plc Annual Report & Accounts 2023166
Financial statements
Notes to the Group Accounts continued
170 Croda International Plc Annual Report and Accounts 2023
3. Profit for the year continued
The exceptional items in the current year relate to a goodwill impairment to the carrying value of the Chinese SIPO Cash Generating Unit (CGU) in
Industrial Specialties, acquisition costs and restructuring costs associated with changes to the Group’s operating model. The goodwill impairment,
acquisition costs and restructuring costs have all been presented as exceptional due to their size and one-off nature. The exceptional items in the prior
year related to the gain on business disposal, discount unwind and fair value adjustment both in respect of contingent consideration, the goodwill
impairment of the Group’s Flavours CGU and an impairment relating to the write-off of unusable manufacturing plant in Japan.
2023
£m
2022
£m
Services
provided by the Group’s auditor
Audit services
Fees payable to the Group’s auditor for the audit of Parent Company and consolidated financial statements
0.6
0.3
Fees payable to the Group’s auditor and its associates for the audit of the Company’s subsidiaries
1.9
1.9
Other audit services
Audit-related assurance and other services including fees payable in relation to the Group's interim review
0.3
0.2
2.8
2.4
4. Net financial costs
2023
£m
2022
£m
Financial costs
US$100m 3.75% fixed rate 10 year note
3.0
3.0
2019 Club facility due 2026
9.9 5.9
US$200m 3 year term loan due 2023
0.6
€30m 1.08% fixed rate 7 year note
0.1 0.3
€70m 1.43% fixed rate 10 year note
0.9 0.9
£30m 2.54% fixed rate 7 year note
0.4 0.8
£70m 2.80% fixed rate 10 year note
2.0 2.0
€50m 1.18% fixed rate 8 year note
0.5 0.5
£65m 2.46% fixed rate 8 year note
1.6 1.6
US$60m 3.70% fixed rate 10 year note
1.8 1.8
Interest on lease liabilities
2.6 2.5
Other bank loans and overdrafts
3.1 2.9
Other interest costs
1.2
Unwind of discount on contingent consideration (exceptional)
1.7
Preference share dividend
0.1 0.1
26.0
25.8
Financial
income
Bank interest receivable and similar income
(9.4)
(2.7)
Net interest on post
-retirement benefits
(5.4)
(2.4)
(14.8)
(5.1)
Net financial costs
11.2 20.7
Croda International Plc Annual Report and Accounts 2023 171
5. Tax
2023
2022
£m £m
(a) Analysis of tax charge for the year
UK current
corporate tax
1
(1.5)
28.1
Overseas current corporate taxes
62.1
100.0
Current tax
60.6
128.1
Deferred tax (note 6)
3.6
(1.4)
64.2
126.7
1.
The UK has a current year tax credit, which is offset against a higher deferred tax charge, due to the impact of capital allowance claims
(b) Tax on items
(credited)/charged to other comprehensive income or equity
Deferred tax on
remeasurement of post-retirement benefits (OCI)
(5.5)
22.4
Deferred tax on share
-based payments (equity)
0.5
1.1
Deferred tax on
provisions (OCI)
(0.2)
0.5
(5.2)
24.0
(c) Factors affecting the tax charge for the year
Profit before tax
236.3
780.0
Tax at the standard rate of corporation tax in the UK,
23.5% (2022: 19.0%)
55.5
148.2
Effect of:
Non
-taxable gain on business disposal
(46.1)
Tax rate changes
0.5
(0.1)
Prior year over
-provisions
(10.9)
(2.9)
Tax cost of
remitting overseas income to the UK
3.7
5.5
Expenses and write
-offs not deductible for tax purposes
11.3
10.3
Tax incentives
(2.6)
(0.6)
Unutilised tax losses not recognised through deferred
tax
1.3
0.9
E
ffect of higher overseas tax rates
5.4
11.5
64.2
126.7
The effective adjusted corporate tax rate before exceptional items of 23.9% (2022: 22.8%) is slightly higher than the UK's standard tax rate of 23.5%.
The reported corporate tax rate after exceptional items is 27.2% (2022: 16.2%).
Croda operates in many tax jurisdictions other than the UK, both as a manufacturer and distributor, with the majority of those jurisdictions having rates
higher than the UK; considerably so in some cases. It is the exposure to these different tax rates that increases the effective tax rate above the UK
standard rate and also makes it difficult to forecast the Group’s future tax rate with any certainty given the unpredictable nature of exchange rates,
individual economies and tax legislators. Croda's effective corporate tax rate has also increased as a result of incurring expenditure which is deemed
capital in nature for tax purposes, including the impairment of goodwill, which is not tax deductible. The factors increasing the effective tax rate are largely
offset by the prior year release of tax provisions. Otherwise, there are no significant adjustments between the Group’s expected and reported tax charge
based on its reported accounting profit. Given the global nature of the Group, and the number of associated cross-border transactions between
connected parties, we are exposed to potential adjustments to the price charged for those transactions by tax authorities. However, the Group carries
appropriate provisions relating to the level of risk.
The prior year reported corporate tax rate after exceptional items includes the tax arising on the gain of the PTIC divestment and associated business
disposal costs. Whilst the gain was subject to tax in the jurisdictions in which business units were sold, a number of local exemptions have resulted in the
overall gain being taxed at a rate significantly lower than the UK's 2022 standard tax rate of 19%. This has reduced the reported corporate tax rate after
exceptional items in the prior year.
Legislation to increase the UK standard rate of corporation tax from 19% to 25% was substantively enacted on 24 May 2021, effective from 1 April 2023,
which has resulted in a blended UK rate of corporation tax of 23.5% in 2023. The UK deferred tax is calculated at 25%. The overseas tax is calculated at
the rates prevailing in the respective jurisdictions.
The UK, like many other jurisdictions, brought into effect its supporting Pillar 2 tax legislation from 31 December 2023. First applicable to the Group’s
31 December 2024 period end, this legislation will effectively mandate the incurrence of a minimum effective tax rate of 15% (in aggregate) across each
of its trading jurisdictions. Croda's effective tax rate would not have been materially impacted had Pillar 2 applied in 2023. Initial assessments, supported
through an appraisal of those preliminary safe harbours communicated by the OECD, validate the Group’s view that no material tax exposures are
expected to arise under this legislation in 2024.
167Croda International Plc Annual Report & Accounts 2023
Notes to the Group Accounts continued
172 Croda International Plc Annual Report and Accounts 2023
6. Deferred tax
2023
2022
£m £m
The deferred tax balances included in these accounts are attributable to the following:
Deferred tax assets
Retirement benefit liabilities
4.5
3.6
Provisions
46.6
45.2
Gross deferred tax asset
51.1
48.8
Offset with deferred tax liabilities
(36.7)
(38.5)
Net deferred tax asset
14.4
10.3
Deferred tax liabilities
Accelerated capital allowances
110.8
103.9
Revaluation gains
1.9
Acquired intangibles
87.9
74.2
Retirement benefit assets
26.3
28.5
Other
4.5
2.9
Gross deferred tax liability
229.5
211.4
Offset with deferred tax assets
(36.7) (38.5)
Net deferred tax liability
192.8
172.9
The movement on deferred tax balances during the year is summarised as follows:
Deferred tax (charged)/credited through the income statement
Continuing operations before adjustments
(12.0) (4.8)
Adjustments and exceptional items
8.4
6.2
Deferred tax charged/(credited) directly to other comprehensive income or equity (note 5(b))
5.2
(24.0)
Disposals
8.8
Acquisitions
(21.2)
Exchange differences
3.8
(10.9)
(15.8)
(24.7)
Net balance brought forward
(162.6)
(137.9)
Net balance carried forward
(178.4)
(162.6)
Deferred tax (charged)/credited through the income statement relates to the following:
Retirement benefit obligations
(2.2) 0.3
Accelerated capital allowances
(7.7) (6.6)
Provisions
0.3
2.1
Other
6.0
5.6
(3.6)
1.4
Deferred tax is calculated in full on temporary differences under the balance sheet liability method at rates appropriate to each subsidiary. Deferred tax
expected to reverse in the year to 31 December 2024 and beyond has been measured using the rate due to prevail in the year of reversal.
Following the amendment to IAS12, requiring the separate recognition of deferred tax in relation to lease liabilities and the corresponding right of use
assets, deferred tax balances have been recognised separately on these items.
Deferred tax assets have been recognised in all material cases where such assets arise, as it is probable the assets will be recovered. At 31 December
2023, the unrecognised deferred tax asset was £9.9m in respect of losses of £40.4m (2022: unrecognised deferred tax asset of £9.6m on losses of
£39.1m) across the Group, as it is not considered probable that there will be future taxable profits against which these losses can be offset.
Deferred tax is only recognised on the unremitted earnings of overseas subsidiaries to the extent that remittance is expected in the foreseeable future.
If all earnings were remitted, an additional £19.1m (2022: £15.8m) of tax would be payable on unremitted earnings of £469m (2022: £462m).
All movements on deferred tax balances have been recognised in the income statement with the exception of the items shown in note 5(b).
Of the gross deferred tax assets, £1.0m are expected to reverse within 12 months of the balance sheet date. No material reversal of any of the deferred
tax liability is expected within 12 months of the balance sheet date based on the Group’s current capital expenditure programme.
Notes to the Group Accounts continued
Croda International Plc Annual Report & Accounts 2023168
Financial statements
Notes to the Group Accounts continued
172 Croda International Plc Annual Report and Accounts 2023
6. Deferred tax
2023
£m
2022
£m
The deferred tax balances included in these accounts are attributable to the following:
Deferred tax assets
Retirement benefit liabilities
4.5
3.6
Provisions
46.6
45.2
Gross deferred tax asset
51.1
48.8
Offset with deferred tax liabilities
(36.7)
(38.5)
Net deferred tax asset
14.4
10.3
Deferred tax liabilities
Accelerated capital allowances
110.8
103.9
Revaluation gains
1.9
Acquired intangibles
87.9
74.2
Retirement benefit assets
26.3
28.5
Other
4.5
2.9
Gross deferred tax liability
229.5 211.4
Offset with deferred tax assets
(36.7)
(38.5)
Net deferred tax liability
192.8
172.9
The movement on deferred tax balances during the year is summarised as follows:
Deferred tax (charged)/credited through the income statement
Continuing operations before adjustments
(12.0)
(4.8)
Adjustments and exceptional items
8.4 6.2
Deferred tax charged/(credited) directly to other comprehensive income or equity (note 5(b))
5.2 (24.0)
Disposals
8.8
Acquisitions
(21.2)
Exchange differences
3.8 (10.9)
(15.8)
(24.7)
Net balance brought forward
(162.6)
(137.9)
Net balance carried forward
(178.4)
(162.6)
Deferred tax (charged)/credited through the income statement relates to the following:
Retirement benefit obligations
(2.2)
0.3
Accelerated capital allowances
(7.7)
(6.6)
Provisions
0.3 2.1
Other
6.0 5.6
(3.6)
1.4
Deferred tax is calculated in full on temporary differences under the balance sheet liability method at rates appropriate to each subsidiary. Deferred tax
expected to reverse in the year to 31 December 2024 and beyond has been measured using the rate due to prevail in the year of reversal.
Following the amendment to IAS12, requiring the separate recognition of deferred tax in relation to lease liabilities and the corresponding right of use
assets, deferred tax balances have been recognised separately on these items.
Deferred tax assets have been recognised in all material cases where such assets arise, as it is probable the assets will be recovered. At 31 December
2023, the unrecognised deferred tax asset was £9.9m in respect of losses of £40.4m (2022: unrecognised deferred tax asset of £9.6m on losses of
£39.1m) across the Group, as it is not considered probable that there will be future taxable profits against which these losses can be offset.
Deferred tax is only recognised on the unremitted earnings of overseas subsidiaries to the extent that remittance is expected in the foreseeable future.
If all earnings were remitted, an additional £19.1m (2022: £15.8m) of tax would be payable on unremitted earnings of £469m (2022: £462m).
All movements on deferred tax balances have been recognised in the income statement with the exception of the items shown in note 5(b).
Of the gross deferred tax assets, £1.0m are expected to reverse within 12 months of the balance sheet date. No material reversal of any of the deferred
tax liability is expected within 12 months of the balance sheet date based on the Group’s current capital expenditure programme.
Croda International Plc Annual Report and Accounts 2023 173
7. Earnings per share
2023
2022
£m £m
Adjusted profit
after tax for the year attributable to owners of the parent
234.0
379.2
Exceptional items and amortisation of intangible assets
(72.5)
283.9
Tax impact of exceptional items and amortisation of intangible assets
9.5
(13.8)
Profit after tax for the year attributable to owners of the parent
171.0
649.3
Number
Number
m m
Weighted average number of 10.61p (2022: 10.61p) ordinary shares in issue for basic calculation
139.6
139.4
Deemed issue of potentially dilutive shares
0.2
0.3
Average number of 10.61p (2022: 10.61p) ordinary shares for diluted calculation
139.8
139.7
Pence
Pence
Basic earnings per share
122.5
465.8
Adjusted basic earnings per share
167.6
272.0
Diluted earnings per share
122.3
464.8
Adjusted diluted earnings per share
167.4
271.4
Basic earnings per share is calculated by dividing the profit after tax attributable to owners of the parent by the weighted average number of ordinary
shares in issue during the year, excluding those shares held in treasury or employee share trusts (note 24). Shares held in employee share trusts are
treated as cancelled because, except for a nominal amount, dividends have been waived.
For diluted earnings per share, the weighted average number of ordinary shares in issue is adjusted to assume conversion of all potentially dilutive
ordinary shares.
Additional earnings per share calculations are included above to give a better indication of the Group’s underlying performance.
8. Dividends
Pence per
2023
Pence per
2022
share £m share £m
Ordinary
Interim
2022 interim, paid October 2022
47.0
65.6
2023 interim, paid October 2023
47.0
65.6
Final
2021 final, paid June 2022
56.5
78.8
2022 final, paid May 2023
61.0
85.1
108.0
150.7
103.5
144.4
The Directors are recommending a final dividend of 62.0p per share, amounting to a total of £86.5m, in respect of the financial year ended
31 December 2023.
Subject to shareholder approval, the dividend will be paid on 29 May 2024 to shareholders registered on 19 April 2024 and has not been accrued in
these financial statements. The total dividend for the year ended 31 December 2023 will be 109.0p per share amounting to a total of £152.1m.
169Croda International Plc Annual Report & Accounts 2023
Notes to the Group Accounts continued
174 Croda International Plc Annual Report and Accounts 2023
9. Employees
2023
2022
£m £m
Group employment costs including Directors
Wages and salaries
269.2
307.3
Share
-based payment charges (note 23)
1.7
3.5
Social security costs
51.7
55.5
Post
-retirement benefit costs
18.2
23.6
Redundancy costs
6.0
1.2
346.8
391.1
Included in the above are £5.4m charges (2022: £1.7m credits) related to exceptional items (note 3).
2023
2022
Number Number
Average employee numbers by function
Production
3,650
3,656
Selling and distribution
1,307
1,311
Administration
898
939
5,855
5,906
As required by the Companies Act 2006, the figures disclosed above are the weighted averages based on the number of employees including Executive
Directors. At 31 December 2023, the Group had 5,852 (2022: 5,825) employees in total.
10. Directors’ and key management compensation
Detailed information concerning Directors’ remuneration, interests and options is shown in section D of the Directors’ Remuneration Report,
which is subject to audit, on pages 120 to 130 forming part of the Annual Report and Accounts.
Aggregate compensation for key management, being the Directors and members of the Group Executive Committee, was as follows:
2023
2022
£m £m
Key management compensation including Directors
Short
-term employee benefits
6.9
10.5
Post
-retirement benefit costs
0.1
0.1
Share
-based payment charge
1.0
5.9
8.0
16.5
Notes to the Group Accounts continued
Croda International Plc Annual Report & Accounts 2023170
Financial statements
Notes to the Group Accounts continued
174 Croda International Plc Annual Report and Accounts 2023
9. Employees
2023
£m
2022
£m
Group employment costs including Directors
Wages and salaries
269.2
307.3
Share
-based payment charges (note 23)
1.7
3.5
Social security costs
51.7
55.5
Post
-retirement benefit costs
18.2
23.6
Redundancy costs
6.0
1.2
346.8
391.1
Included in the above are £5.4m charges (2022: £1.7m credits) related to exceptional items (note 3).
2023
Number
2022
Number
Average employee numbers by function
Production
3,650
3,656
Selling and distribution
1,307
1,311
Administration
898
939
5,855 5,906
As required by the Companies Act 2006, the figures disclosed above are the weighted averages based on the number of employees including Executive
Directors. At 31 December 2023, the Group had 5,852 (2022: 5,825) employees in total.
10. Directors’ and key management compensation
Detailed information concerning Directors’ remuneration, interests and options is shown in section D of the Directors’ Remuneration Report,
which is subject to audit, on pages 120 to 130 forming part of the Annual Report and Accounts.
Aggregate compensation for key management, being the Directors and members of the Group Executive Committee, was as follows:
2023
£m
2022
£m
Key management compensation including Directors
Short
-term employee benefits
6.9
10.5
Post
-retirement benefit costs
0.1
0.1
Share
-based payment charge
1.0
5.9
8.0
16.5
Croda International Plc Annual Report and Accounts 2023 175
11. Post-retirement benefits
The table below summarises the Group’s net year end post-retirement benefits balance sheet positions and activity for the year.
2023
2022
£m £m
Balance sheet:
Retirement benefit assets
113.5
123.2
Retirement benefit liabilities
(26.8)
(23.1)
Net asset in Group balance sheet
86.7
100.1
Net balance sheet
assets/(liabilities) for:
Defined pension benefits
99.8
110.9
Post
-employment medical benefits
(13.1)
(10.8)
86.7
100.1
Income statement charge included in profit before tax for:
Defined pension benefits
3.9
9.3
Post-employment medical benefits
0.7
0.6
4.6
9.9
Remeasurements included in other comprehensive income for:
Defined pension benefits
20.9
(84.2)
Post-employment medical benefits
2.4
(4.7)
23.3
(88.9)
Defined benefit pension schemes
The Group operates defined benefit pension schemes in the UK, US and several other territories under broadly similar regulatory frameworks.
The UK scheme, which remains open to new members and future service accrual, is a Career Average Revalued Earnings (CARE) defined benefit
scheme, with annual pensionable earnings capped and pensions in payment indexed based on CPI. The US Retirement Plan, which is closed to new
members, operates a cash balance pension scheme that provides a guaranteed rate of return on pension contributions until retirement (other than for
a small number of ‘grandfathered’ employees). The US plans also do not generally receive inflationary increases once in payment. With the exception
of this difference in inflationary risk, the Group’s main defined benefit pension schemes continue to face materially similar risks, as described on pages
174 and 175.
All of the Group’s final salary type pension schemes (which provide benefits to members in the form of a guaranteed level of pension payable for life
based on salary in the final years leading up to retirement) are closed to future service accrual with the exception of a small number of ‘grandfathered’
employees in the US scheme.
The majority of the Group’s retirement benefit asset relates to the Group’s UK pension scheme. The UK pension scheme is open to future service accrual
and therefore the surplus is recognised on the basis that this could be recovered through a reduction in future service contributions.
The majority of benefit payments are from trustee administered funds; however, there are also a number of unfunded plans where the relevant Group
company meets the benefit payment obligation as it falls due.
Plan assets held in trusts are governed by local regulations and practice in each country, as is the nature of the relationship between the Group and the
trustees (or equivalent) and their composition. Responsibility for governance of the schemes, including investment decisions and contribution schedules,
predominantly lies with the particular scheme's board of trustees with appropriate input from the relevant Group company. The board of trustees must be
composed of representatives in accordance with each scheme’s regulations and any relevant legislation.
During 2022 the business divestment resulted in a curtailment gain of £3.9m on cessation of defined benefit accrual, primarily within the Group’s UK
pension scheme, which was recognised in the Group income statement as part of the gain on business disposal.
171Croda International Plc Annual Report & Accounts 2023
Notes to the Group Accounts continued
176 Croda International Plc Annual Report and Accounts 2023
11. Post-retirement benefits continued
The amounts recognised in the balance sheet in respect of these schemes are as follows:
2023
2022
£m £m
Present value of funded obligations
UK pension scheme
(735.5)
(726.2)
US pension scheme
(105.3)
(108.3)
Rest of
world
(18.4)
(15.6)
(859.2)
(850.1)
Fair value of schemes’ assets
UK pension scheme
840.8
840.1
US pension scheme
111.9
116.6
Rest of world
14.4
12.6
967.1
969.3
Net
asset in respect of funded schemes
107.9
119.2
Present value of unfunded obligations
(8.1)
(8.3)
Net asset in Group balance sheet (excluding post-employment medical benefits)
99.8
110.9
2023
2022
£m £m
Movement in present value of retirement benefit obligations in the year:
Opening balance
858.4
1,318.7
Current service cost
9.8
15.9
Past service cost curtailments
(3.9)
Acquisitions
2.9
Business disposal
(1.8)
Interest cost
39.5
30.7
Remeasurements
Change in demographic assumptions
(11.7)
(1.6)
Change in financial assumptions
18.4
(481.9)
Experience (losses)/gains
(1.3)
16.8
Contributions paid in
Employee
2.8
2.7
Benefits paid
(45.0)
(51.3)
Exchange differences on overseas schemes
(6.5)
14.1
867.3
858.4
Movement in fair value of schemes’ assets in the year:
Opening balance
969.3
1,340.1
Interest
income
45.4
33.4
Remeasurements
Return on scheme assets, excluding amounts included in financial expenses
(15.5)
(382.5)
Contributions paid in
Employee
2.8
2.7
Employer
14.2
11.5
Acquisitions
2.5
Business disposal
(0.3)
Benefits paid out
(45.0)
(51.3)
Exchange differences on overseas schemes
(6.6)
15.7
967.1
969.3
As at the balance sheet date, the present value of funded and unfunded retirement benefit obligations comprised approximately £147m in respect of
active employees, £221m in respect of deferred members and £499m in relation to members in retirement.
Total employer contributions to the schemes in 2024 are expected to be £12.3m.
Notes to the Group Accounts continued
Croda International Plc Annual Report & Accounts 2023172
Financial statements
Notes to the Group Accounts continued
176 Croda International Plc Annual Report and Accounts 2023
11. Post-retirement benefits continued
The amounts recognised in the balance sheet in respect of these schemes are as follows:
2023
£m
2022
£m
Present value of funded obligations
UK pension scheme
(735.5)
(726.2)
US pension scheme
(105.3)
(108.3)
Rest of
world
(18.4)
(15.6)
(859.2)
(850.1)
Fair value of schemes’ assets
UK pension scheme
840.8 840.1
US pension scheme
111.9 116.6
Rest of world
14.4 12.6
967.1
969.3
Net
asset in respect of funded schemes
107.9
119.2
Present value of unfunded obligations
(8.1)
(8.3)
Net asset in Group balance sheet (excluding post-employment medical benefits)
99.8
110.9
2023
£m
2022
£m
Movement in present value of retirement benefit obligations in the year:
Opening balance
858.4
1,318.7
Current service cost
9.8
15.9
Past service cost curtailments
(3.9)
Acquisitions
2.9
Business disposal
(1.8)
Interest cost
39.5
30.7
Remeasurements
Change in demographic assumptions
(11.7)
(1.6)
Change in financial assumptions
18.4
(481.9)
Experience (losses)/gains
(1.3)
16.8
Contributions paid in
Employee
2.8
2.7
Benefits paid
(45.0)
(51.3)
Exchange differences on overseas schemes
(6.5)
14.1
867.3 858.4
Movement in fair value of schemes’ assets in the year:
Opening balance
969.3
1,340.1
Interest
income
45.4
33.4
Remeasurements
Return on scheme assets, excluding amounts included in financial expenses
(15.5)
(382.5)
Contributions paid in
Employee
2.8
2.7
Employer
14.2
11.5
Acquisitions
2.5
Business disposal
(0.3)
Benefits paid out
(45.0)
(51.3)
Exchange differences on overseas schemes
(6.6)
15.7
967.1
969.3
As at the balance sheet date, the present value of funded and unfunded retirement benefit obligations comprised approximately £147m in respect of
active employees, £221m in respect of deferred members and £499m in relation to members in retirement.
Total employer contributions to the schemes in 2024 are expected to be £12.3m.
Croda International Plc Annual Report and Accounts 2023 177
The actuarial assumptions used to determine the present value of the defined benefit obligations were as follows:
2023
2023
2022
2022
UK US UK US
Discount rate
4.5%
5.0%
4.8%
5.3%
Inflation rate
RPI
3.0%
3.0%
3.2%
3.0%
Inflation rate
CPI
2.5%
n/a
2.6%
n/a
Rate of increase in salaries
4.5%
4.0%
4.6%
4.0%
Rate of increase for pensions in
payment
2.9%
n/a
3.0%
n/a
Duration of liabilities (
i.e. life expectancy) (years)
14.3
9.6
15.0
9.6
Remaining working life
9.3
10.2
9.5
9.9
Mortality assumptions are based on country-specific mortality tables and where appropriate allow for future improvements in life expectancy. Where
credible data exists, actual plan experience is taken into account. The UK mortality improvement scale has been updated to CMI 2022, in order to reflect
the most recent CMI model with default weight parameters for 2020 (0%), 2021 (0%) and 2022 (25%) to provide for uncertainty around the long-term
impact of Covid-19 on life expectancy. Applying the mortality tables adopted, the expected future average lifetime of members currently at age 65 and
members at age 65 in 20 years' time is as follows:
Age 65 in
Current age 65 20 years
UK
US
UK
US
Male
19.6
21.0
20.9
22.2
Female
22.9
22.9
24.3
24.0
The sensitivity of the defined benefit obligation to changes in the significant assumptions is as follows:
Impact on retirement benefit obligation
Sensitivity
Of increase
Of decrease
Discount rate
0.5%
-6.3%
7.1%
Inflation rate
0.5%
4.4%
-4.5%
Mortality (assumes a one-year change in life expectancy)
1 year
4.0%
-4.1%
The above sensitivity analyses are based on a change in an assumption while holding all other assumptions constant. In practice, this is unlikely to occur,
and changes in some of the assumptions may be correlated. When calculating the sensitivity of the defined benefit obligation to significant actuarial
assumptions, the same method (present value of the defined benefit obligation calculated with the projected unit credit method at the end of the
reporting year) has been applied as when calculating the retirement benefit obligation recognised in the Group balance sheet. The weighted average
duration of the defined benefit obligation is 13.7 years (2022: 14.3 years).
The assets in the schemes comprised:
Restated
Restated
2023 2023 2022 2022
£m
%
£m
%
Quoted
Equities
74.4
8%
70.1
7%
Government bonds
394.5
40%
336.9
36%
Corporate bonds
57.5
6%
56.3
6%
Other quoted securities
22.8
2%
24.2
2%
Unquoted
Cash and cash equivalents
61.0
6%
98.1
10%
Real estate (pooled investment vehicles)
40.1
4%
60.3
6%
Derivatives
5.7
1%
(46.1)
-5%
Hedge funds
0%
205.3
21%
Infrastructure funds
159.6
17%
164.2
17%
Other
151.5
16%
0%
967.1
100%
969.3
100%
Derivatives presented above represent the scheme’s net position on Government bond repurchase agreements and other swap contracts (valued on
a mark-to-market basis) which form part of the scheme’s Liability Driven Investment (LDI) portfolio. The non-derivative assets in the LDI portfolio have
been presented in the relevant asset category. Hedge funds consists of a fund of multiple investment managers across both traditional markets such as
equities and credit and also more specialist diversified strategies. Infrastructure funds consists of infrastructure type investments that hold assets linked
to the value and income from UK and overseas infrastructure. In the prior year, these were disclosed as other unquoted assets totalling £369.5m, the
presentation has been disaggregated to provide more information on the nature of the scheme's assets. At the year end, the hedge fund asset had been
redeemed but the cash had not yet been received and reinvested and therefore this has been classified as an other asset.
173Croda International Plc Annual Report & Accounts 2023
Notes to the Group Accounts continued
178 Croda International Plc Annual Report and Accounts 2023
11. Post-retirement benefits continued
Post-employment medical benefits
The Group operates an unfunded post-employment medical benefit scheme in the US. The method of accounting, significant assumptions and the
frequency of valuations are similar to those used for defined benefit pension schemes set out above with the addition of actuarial assumptions relating
to the long-term increase in healthcare costs of 5.0% a year (2022: 5.0%).
The amounts recognised in the balance sheet in respect of this scheme are as follows:
2023
2022
£m £m
Present value of unfunded
obligations
US scheme
13.1
10.8
2023
2022
£m
£m
Movement in present value of retirement benefit obligations in the year:
Opening balance
10.8
13.5
Current service cost
0.2
0.3
Interest cost
0.5
0.3
Remeasurements
change in financial assumptions
3.3
(4.4)
Remeasurements
experience gains
(0.9)
(0.3)
Benefits paid
(0.2)
(0.2)
Exchange differences on overseas schemes
(0.6)
1.6
13.1
10.8
Pension and medical benefits risks and volatility
Through its defined benefit pension schemes and post-employment medical schemes, the Group is exposed to a number of risks, the most significant
of which are detailed below:
Asset volatility
The schemes’ liabilities are calculated using a discount rate set with reference to corporate bond yields; if scheme assets underperform this yield, a deficit
will be created. The schemes hold a proportion of equities, which are expected to outperform corporate bonds in the long-term while providing volatility
and risk in the short-term. As the schemes mature, the Group intends to reduce the level of investment risk by investing more in assets that better match
the liabilities. However, the Group and the pension trustees (Trustees) believe that due to the long-term nature of the scheme liabilities and the strength of
the supporting Group, a level of continuing equity investment is an appropriate element of the Group’s long-term strategy to manage the schemes
efficiently. See below for more details on the Group’s asset-liability matching strategy.
Changes in bond yields
A decrease in bond yields will increase scheme liabilities, although this will be partially offset by an increase in the value of the schemes’ bond holdings.
Inflation risk
Some of the Group’s pension obligations are linked to inflation, and higher inflation will lead to higher liabilities. However, the level of inflationary increases
is usually capped to protect the scheme against extreme inflation. The majority of the schemes’ assets are either unaffected by inflation in the case of
fixed interest bonds or loosely correlated in the case of equities, meaning that an increase in inflation will thus increase the deficit. In the US schemes,
the pensions in payment are not linked to inflation, so this is a less material risk.
Life expectancy
The majority of the schemes’ obligations are to provide benefits for the life of the member, so increases in life expectancy will result in an increase in the
schemes’ liabilities. This is particularly significant in the UK scheme, where inflationary increases result in higher sensitivity to changes in life expectancy.
In the case of the funded schemes, the Group ensures that the investment positions are managed within an asset-liability matching (ALM) framework that
has been developed to achieve long-term investments that are cognisant of the obligations under the pension schemes. Within this framework, the
Group’s ALM objective is to match a portion of assets to the pension obligations by investing in long-term fixed interest securities with maturities that
match the benefit payments as they fall due and in the appropriate currency. The Group and Trustees actively monitor how the duration and the
expected yield of the investments are matching the expected cash outflows arising from the pension obligations. The Group has not changed the
processes used to manage its risks from previous years.
Investments are well diversified, such that the failure of any single investment would not have a material impact on the overall level of assets. A significant
portion of assets in 2023 consists of equities and bonds, although the schemes also invest in property, cash and infrastructure funds. The Group believes
that equities offer the best returns over the long-term with an acceptable level of risk. The UK scheme makes use of a portfolio of derivative instruments
to mitigate interest rate and inflation risk.
The Trustee and Company are working on the 30 September 2023 triennial valuation, and initial results shared with the Company show that the funding
position has improved and that the cost of providing benefits has fallen. The Trustee and Company are working closely with their advisers to secure the
long-term security of members' benefits, with changes such as a further reduction in investment risk completed in 2023. The next triennial valuation of the
UK scheme will be as at 30 September 2026. The funding review of our US scheme is undertaken annually. As at 1 December 2022 the scheme was
122.4% funded.
Notes to the Group Accounts continued
Croda International Plc Annual Report & Accounts 2023174
Financial statements
Notes to the Group Accounts continued
178 Croda International Plc Annual Report and Accounts 2023
11. Post-retirement benefits continued
Post-employment medical benefits
The Group operates an unfunded post-employment medical benefit scheme in the US. The method of accounting, significant assumptions and the
frequency of valuations are similar to those used for defined benefit pension schemes set out above with the addition of actuarial assumptions relating
to the long-term increase in healthcare costs of 5.0% a year (2022: 5.0%).
The amounts recognised in the balance sheet in respect of this scheme are as follows:
2023
£m
2022
£m
Present value of unfunded
obligations
US scheme
13.1
10.8
2023
£m
2022
£m
Movement in present value of retirement benefit obligations in the year:
Opening balance
10.8
13.5
Current service cost
0.2
0.3
Interest cost
0.5
0.3
Remeasurements
change in financial assumptions
3.3
(4.4)
Remeasurements
experience gains
(0.9)
(0.3)
Benefits paid
(0.2)
(0.2)
Exchange differences on overseas schemes
(0.6)
1.6
13.1
10.8
Pension and medical benefits risks and volatility
Through its defined benefit pension schemes and post-employment medical schemes, the Group is exposed to a number of risks, the most significant
of which are detailed below:
Asset volatility
The schemes’ liabilities are calculated using a discount rate set with reference to corporate bond yields; if scheme assets underperform this yield, a deficit
will be created. The schemes hold a proportion of equities, which are expected to outperform corporate bonds in the long-term while providing volatility
and risk in the short-term. As the schemes mature, the Group intends to reduce the level of investment risk by investing more in assets that better match
the liabilities. However, the Group and the pension trustees (Trustees) believe that due to the long-term nature of the scheme liabilities and the strength of
the supporting Group, a level of continuing equity investment is an appropriate element of the Group’s long-term strategy to manage the schemes
efficiently. See below for more details on the Group’s asset-liability matching strategy.
Changes in bond yields
A decrease in bond yields will increase scheme liabilities, although this will be partially offset by an increase in the value of the schemes’ bond holdings.
Inflation risk
Some of the Group’s pension obligations are linked to inflation, and higher inflation will lead to higher liabilities. However, the level of inflationary increases
is usually capped to protect the scheme against extreme inflation. The majority of the schemes’ assets are either unaffected by inflation in the case of
fixed interest bonds or loosely correlated in the case of equities, meaning that an increase in inflation will thus increase the deficit. In the US schemes,
the pensions in payment are not linked to inflation, so this is a less material risk.
Life expectancy
The majority of the schemes’ obligations are to provide benefits for the life of the member, so increases in life expectancy will result in an increase in the
schemes’ liabilities. This is particularly significant in the UK scheme, where inflationary increases result in higher sensitivity to changes in life expectancy.
In the case of the funded schemes, the Group ensures that the investment positions are managed within an asset-liability matching (ALM) framework that
has been developed to achieve long-term investments that are cognisant of the obligations under the pension schemes. Within this framework, the
Group’s ALM objective is to match a portion of assets to the pension obligations by investing in long-term fixed interest securities with maturities that
match the benefit payments as they fall due and in the appropriate currency. The Group and Trustees actively monitor how the duration and the
expected yield of the investments are matching the expected cash outflows arising from the pension obligations. The Group has not changed the
processes used to manage its risks from previous years.
Investments are well diversified, such that the failure of any single investment would not have a material impact on the overall level of assets. A significant
portion of assets in 2023 consists of equities and bonds, although the schemes also invest in property, cash and infrastructure funds. The Group believes
that equities offer the best returns over the long-term with an acceptable level of risk. The UK scheme makes use of a portfolio of derivative instruments
to mitigate interest rate and inflation risk.
The Trustee and Company are working on the 30 September 2023 triennial valuation, and initial results shared with the Company show that the funding
position has improved and that the cost of providing benefits has fallen. The Trustee and Company are working closely with their advisers to secure the
long-term security of members' benefits, with changes such as a further reduction in investment risk completed in 2023. The next triennial valuation of the
UK scheme will be as at 30 September 2026. The funding review of our US scheme is undertaken annually. As at 1 December 2022 the scheme was
122.4% funded.
Croda International Plc Annual Report and Accounts 2023 179
The expected distribution of the timing of discounted benefit payments is as follows:
Less than
Between
Between
Beyond
a year 1–2 years 2–5 years 5 years Total
£m £m £m £m £m
Pension benefits
49.3
46.1
142.8
629.1
867.3
Post
-employment medical benefits
0.5
0.5
1.7
10.4
13.1
49.8
46.6
144.5
639.5
880.4
Defined contribution schemes
2023
2022
£m £m
Contributions paid charged to operating profit
8.2
11.3
12. Intangible assets
Technology Customer Trade names Other
Goodwill Software processes relationships and brands intangibles Total
£m £m £m £m £m £m £m
Cost
At 1 January 2022
852.0
36.4
152.6
226.4
89.1
4.9
1,361.4
Exchange differences
37.3
1.5
8.4
15.5
5.9
68.6
Additions
2.9
6.3
1.8
11.0
Disposals and write-offs
(10.1)
(6.8)
(17.4)
(34.3)
Reclassifications from property, plant and
equipment
0.4
0.4
At 31 December 2022
879.2
34.4
149.9
241.9
95.0
6.7
1,407.1
At 1 January 202
3
879.2
34.4
149.9
241.9
95.0
6.7
1,407.1
Exchange differences
(14.5)
(0.6)
(3.0)
(6.1)
(2.3)
(0.2)
(26.7)
Additions
3.4
5.4
8.8
Acquisitions
129.5
96.2
7.7
0.4
233.8
Disposals and write
-offs
(1.0)
(1.0)
Reclassification
s from property, plant and
equipment
0.4
0.3
(0.5)
0.2
At 31 December 2023
994.6
37.5
243.1
243.5
92.7
10.8
1,622.2
Accumulated amortisation
and
impairment losses
At 1 January 202
2
20.4
36.4
23.1
7.5
2.4
89.8
Exchange differences
1.3
2.1
2.0
0.6
6.0
Charge for the year (note 3)
2.7
15.5
13.7
5.2
0.2
37.3
Disposals and write
-offs
(6.5)
(7.3)
(13.8)
Impairments
34.6
34.6
At 31 December 2022
34.6
17.9
46.7
38.8
13.3
2.6
153.9
At 1 January 2023
34.6
17.9
46.7
38.8
13.3
2.6
153.9
Exchange differences
0.9
(0.4)
(1.2) (0.9) (0.3) (0.1) (2.0)
Charge for the year (note 3)
3.6
18.0
13.6
5.3
0.5
41.0
Reclassifications
0.4
0.4
(0.8)
Impairments
20.8
20.8
At 31 December 2023
56.7
21.5
63.5
51.5
18.3
2.2
213.7
Net carrying amount
At 31 December 2023
937.9
16.0
179.6
192.0
74.4
8.6
1,408.5
At 31 December
2022
844.6
16.5
103.2
203.1
81.7
4.1
1,253.2
At 1 January 2022
852.0
16.0
116.2
203.3
81.6
2.5
1,271.6
175Croda International Plc Annual Report & Accounts 2023
Notes to the Group Accounts continued
180 Croda International Plc Annual Report and Accounts 2023
12. Intangible assets continued
During the year goodwill was impaired by £20.8m. This impairment is recorded in the income statement on page 152 as an exceptional item within
operating costs and is within the Industrial Specialties operating business segment. Intangible asset amortisation is also recorded in operating costs.
During the prior year, goodwill was impaired by £34.6m. This impairment was recorded in the income statement as an exceptional item within operating
costs and was within the Consumer Care operating business segment.
The table below shows the carrying amounts and remaining useful economic life of the Group’s material intangible assets:
2023
2023
2022
2022
Carrying
Remaining
Carrying
Remaining
value period value period
£m Years £m Years
Avanti technology
17.3
11
19.9
12
Avanti customer relationships
39.7
16
44.4
17
Avanti brand
14.9
16
16.6
17
Incotec customer relationships
15.1
11
16.7
12
Fragrances technology
25.5
5
31.3
6
Flavours
technology
16.1
6
19.1
7
Fragrances customer relationships
78.4
17
84.5
18
Flavours customer relationships
30.1
17
32.4
18
Fragrances trade name & brand
46.1
17
49.7
18
Croda Korea Limited (formerly ‘Solus Biotech’) technology
82.3
19
Impairment testing for CGUs containing goodwill
The Group's goodwill balance predominantly relates to the value of commercial and other synergies arising from the combination of acquired businesses
with Croda's established global sales, marketing and R&D networks. This goodwill is allocated to the Group's Cash Generating Units (CGUs) expected to
benefit from that combination based on the smallest identifiable group of assets that generate independent cash inflows.
As discussed in the accounting policies note on page 159, goodwill is tested annually for impairment with reference to the relevant CGU's recoverable
amount compared to the unit's carrying value including goodwill. Assets are grouped at the lowest level for which there are separately identifiable cash
flows relevant to the acquisition generating the goodwill. The recoverable amount is based on the higher of fair value less cost to sell and value in use
calculations using discounted cash flow projections with the following key assumptions:
Five year cash flow projections based on management's most recent risk-adjusted view of future trading specific to the individual CGU, with
assumptions on EBITDA growth (calculated as operating profit before depreciation and amortisation) as a result of fluctuating revenue and operating
margins through the ability to pass on future raw material price increases.
Terminal value growth in EBITDA set for each CGU with reference to the long-term growth rate for the market and territory in which the CGU
operates but not exceeding the Group's long-term average growth rate, estimated at 3% given the markets and territories the Group operates in.
Discount rate set using a weighted average cost of capital adjusted for the specific risk profile of each CGU.
The carrying amount of goodwill is allocated to operating business segments as follows:
Standalone
Allocated
2023
Standalone
Allocated
2022
CGUs goodwill Total CGUs goodwill Total
£m £m £m £m £m £m
Consumer Care
461.7
215.2
676.9
370.3
219.2
589.5
Life Sciences
190.6
70.4
261.0
163.3
69.2
232.5
Industrial Specialties
22.6
22.6
652.3
285.6
937.9
556.2
288.4
844.6
The allocated goodwill primarily relates to £63m (2022: £63m) associated with the 2020 acquisition of Iberchem as it relates to revenue synergies
with Croda’s existing Consumer Care business and £192m (2022: £192m) associated with the 2006 acquisition of Uniqema (with all other balances
individually less than £10m). Due to the geographical and operational scale of the Uniqema acquisition, this goodwill balance is tested for impairment at
an operating business segment level. Standalone CGUs operate independently of the Group’s core regional operating assets, are capable of generating
largely independent cash inflows and therefore goodwill relating to standalone CGUs is tested separately for impairment annually.
For impairment testing performed at an operating business segment level, cash flow projections are based on the Group's current year results and
a growth rate of 3% (an appropriate risk-adjusted view based on past experience reflecting the market and territories in which the Group operates),
discounted using a weighted average cost of capital, which for these purposes has been calculated to be approximately 11.4% pre-tax (2022: 9.9%).
No reasonably possible changes in key assumptions would cause the recoverable amount of the operating segments to be less than their carrying value.
Based on the testing performed, no impairment has been recognised for the year ended 31 December 2023.
Notes to the Group Accounts continued
Croda International Plc Annual Report & Accounts 2023176
Financial statements
Notes to the Group Accounts continued
180 Croda International Plc Annual Report and Accounts 2023
12. Intangible assets continued
During the year goodwill was impaired by £20.8m. This impairment is recorded in the income statement on page 152 as an exceptional item within
operating costs and is within the Industrial Specialties operating business segment. Intangible asset amortisation is also recorded in operating costs.
During the prior year, goodwill was impaired by £34.6m. This impairment was recorded in the income statement as an exceptional item within operating
costs and was within the Consumer Care operating business segment.
The table below shows the carrying amounts and remaining useful economic life of the Group’s material intangible assets:
2023 2023 2022 2022
Carrying
value
£m
Remaining
period
Years
Carrying
value
£m
Remaining
period
Years
Avanti technology
17.3
11
19.9
12
Avanti customer relationships
39.7
16
44.4
17
Avanti brand
14.9
16
16.6
17
Incotec customer relationships
15.1
11
16.7
12
Fragrances technology
25.5
5
31.3
6
Flavours
technology
16.1
6
19.1
7
Fragrances customer relationships
78.4
17
84.5
18
Flavours customer relationships
30.1
17
32.4
18
Fragrances trade name & brand
46.1
17
49.7
18
Croda Korea Limited (formerly ‘Solus Biotech’) technology
82.3
19
Impairment testing for CGUs containing goodwill
The Group's goodwill balance predominantly relates to the value of commercial and other synergies arising from the combination of acquired businesses
with Croda's established global sales, marketing and R&D networks. This goodwill is allocated to the Group's Cash Generating Units (CGUs) expected to
benefit from that combination based on the smallest identifiable group of assets that generate independent cash inflows.
As discussed in the accounting policies note on page 159, goodwill is tested annually for impairment with reference to the relevant CGU's recoverable
amount compared to the unit's carrying value including goodwill. Assets are grouped at the lowest level for which there are separately identifiable cash
flows relevant to the acquisition generating the goodwill. The recoverable amount is based on the higher of fair value less cost to sell and value in use
calculations using discounted cash flow projections with the following key assumptions:
Five year cash flow projections based on management's most recent risk-adjusted view of future trading specific to the individual CGU, with
assumptions on EBITDA growth (calculated as operating profit before depreciation and amortisation) as a result of fluctuating revenue and operating
margins through the ability to pass on future raw material price increases.
Terminal value growth in EBITDA set for each CGU with reference to the long-term growth rate for the market and territory in which the CGU
operates but not exceeding the Group's long-term average growth rate, estimated at 3% given the markets and territories the Group operates in.
Discount rate set using a weighted average cost of capital adjusted for the specific risk profile of each CGU.
The carrying amount of goodwill is allocated to operating business segments as follows:
2023 2022
Standalone
CGUs
£m
Allocated
goodwill
£m
Total
£m
Standalone
CGUs
£m
Allocated
goodwill
£m
Total
£m
Consumer Care
461.7 215.2 676.9 370.3 219.2 589.5
Life Sciences
190.6 70.4 261.0 163.3 69.2 232.5
Industrial Specialties
22.6
22.6
652.3
285.6
937.9
556.2
288.4
844.6
The allocated goodwill primarily relates to £63m (2022: £63m) associated with the 2020 acquisition of Iberchem as it relates to revenue synergies
with Croda’s existing Consumer Care business and £192m (2022: £192m) associated with the 2006 acquisition of Uniqema (with all other balances
individually less than £10m). Due to the geographical and operational scale of the Uniqema acquisition, this goodwill balance is tested for impairment at
an operating business segment level. Standalone CGUs operate independently of the Group’s core regional operating assets, are capable of generating
largely independent cash inflows and therefore goodwill relating to standalone CGUs is tested separately for impairment annually.
For impairment testing performed at an operating business segment level, cash flow projections are based on the Group's current year results and
a growth rate of 3% (an appropriate risk-adjusted view based on past experience reflecting the market and territories in which the Group operates),
discounted using a weighted average cost of capital, which for these purposes has been calculated to be approximately 11.4% pre-tax (2022: 9.9%).
No reasonably possible changes in key assumptions would cause the recoverable amount of the operating segments to be less than their carrying value.
Based on the testing performed, no impairment has been recognised for the year ended 31 December 2023.
Croda International Plc Annual Report and Accounts 2023 181
Standalone CGUs
The carrying amount of goodwill (post impairment) is allocated to Standalone CGUs as follows:
2023
2022
£m £m
Incotec
70.0
71.2
Biosector
25.5
26.0
Sipo
22.6
Avanti
62.6
66.1
Fragrances
264.8
269.3
Flavours
92.8
94.4
Alban Muller
6.5
6.6
Croda Korea Limited (formerly ‘Solus Biotech’)
130.1
652.3
556.2
For all Standalone CGUs the recoverable amount was based on value in use calculations. Cash flow projections have been based on specific risk
adjusted estimates taking management's most recent view of medium-term trading prospects. All cashflow projections are over a 5 year period unless
the Directors believe that steady state growth will not be achieved over this timeframe. Croda Korea Limited's cash flow projections have been extended
to 10 years to better reflect the early growth phase of the acquired business and when it will reach a steady state. Unless otherwise stated, cash flow
projections assume an appropriate view of past experience, specifically considering revenue growth in relation to market share, maintaining operating
margins, maintenance capital expenditure and working capital days. Discount rates have been calculated for standalone CGUs set using specific
weighted average cost of capital adjusted for the specific risk profile of each CGU. The terminal value growth rates and discount rates applied in these
CGU level calculations are set out below:
Terminal value
Pre-tax
growth rate discount rate
2023 2022 2023 2022
Incotec
3.0%
3.0%
14.5%
11.0%
Biosector
3.0%
3.0%
13.8%
13.6%
Sipo
3.0%
3.0%
12.8%
12.4%
Avanti
3.0%
3.0%
13.5%
12.8%
Fragrances
3.0%
3.0%
12.3%
10.6%
Flavours
3.0%
3.0%
12.3%
10.5%
Alban Muller
3.0%
3.0%
13.9%
12.8%
Croda Korea Limited (formerly ‘Solus Biotech’)
3.0%
n/a
13.1%
n/a
An impairment of £20.8m was recorded in relation to goodwill arising on the acquisition of Sipo. This principally reflected the decline in the profitability of
the business in the period driven by adverse external market conditions, impacting both demand and pricing, which are expected to continue over the
medium term. The assumptions underpinning the cash flow projection used in the value in use calculation reflect management’s most recent forecast
combined with an appropriate view of past experience, specifically EBITDA compound average growth rates (CAGR) as a result of changing revenue,
cost of sales and operating costs over the period.
Excluding SIPO, based on the annual impairment testing performed for all standalone CGUs no impairment has been recognised for the year ended
31 December 2023 and standalone CGUs remain on track to perform to our long-term expectations. In forming this conclusion, the Directors have
reviewed sensitivity analysis which considered a range of possibilities on key assumptions, both individually and in combination, and considered whether
these would give rise to an impairment. Excluding Flavours & Croda Korea Limited, this analysis concluded that no reasonably possible changes in key
assumptions would cause the recoverable amount of the Standalone CGUs to be less than the carrying value.
For Croda Korea Limited, the assumptions underpinning the cash flow projections used in the value in use calculation reflect delivery of the acquisition
business plan, which the business remains on track to achieve in the medium to long term. The estimated recoverable amount of the CGU exceeded
their carrying value by approximately £19m and therefore the Directors concluded that no impairment was required; however, the calculation is sensitive
to achieving the acquisition plan, specifically that operating margins will improve and sales growth targets will be achieved over the 10 year projections.
The estimated recoverable amount of Avanti, Fragrances and Flavours CGUs exceeded their carrying value therefore the Directors concluded that no
impairment was required; however, the calculations are sensitive to changes in key assumptions. The range of key assumptions considered by the
Directors, where a change could give rise to an impairment, were the EBITDA compound annual growth rates as a result of increasing revenue growth
rates and improving operating margins through cost of sales and operating costs, pre-tax discount rate and long-term growth rate. Sensitivity disclosures
are set out below.
177Croda International Plc Annual Report & Accounts 2023
Notes to the Group Accounts continued
182 Croda International Plc Annual Report and Accounts 2023
12. Intangible assets continued
Sensitivity to changes in assumptions
The recoverable amount, and therefore level of headroom or impairment charge, is predominantly dependent upon judgements used in arriving at the
cash flow projections, terminal value growth rate, and the discount rate. Although it is not management’s current expectation, and not reasonably
possible for Avanti and Fragrances, the impact on the recoverable amount when applying a consistent, meaningful change relative to the size and nature
of these assumptions would be as follows for the year ended 31 December 2023:
Assumption
Sensitivity
Increase
Decrease
%
%
£m
£m
Avanti
Headroom/(impairment charge): £52m (2022: £89m)
Incremental increase/(decrease) in recoverable amount
Change in EBITDA compound annual growth rate by:
15.8%
5.0%
68.5
(57.9)
Change in terminal value growth rates by:
3.0%
1.0%
30.9
(24.1)
Change in pre-tax discount rate by:
13.5%
1.0%
(26.0)
31.1
Fragrances
Headroom/(impairment charge): £39m (2022: £111m)
Incremental increase/(decrease) in recoverable amount
Change in EBITDA compound annual growth rate by:
16.7%
5.0%
145.5
(123.3)
Change in terminal value growth rates by:
3.0%
1.0%
71.6
(53.7)
Change in pre-tax discount rate by:
12.3%
1.0%
(58.7)
73.0
Flavours
Headroom/(impairment charge): £4m (2022: £(35)m)
Incremental increase/(decrease) in recoverable amount
Change in EBITDA compound annual growth rate by:
18.5%
5.0%
44.6
(39.7)
Change in terminal value growth rates by:
3.0%
1.0%
21.7
(16.3)
Change in pre-tax discount rate by:
12.3%
1.0%
(17.7)
22.1
The above sensitivity analyses are based on a change in an assumption whilst holding all other assumptions constant. In practice, some of the
assumptions may be correlated.
Climate risk and impairment testing
The impact of climate change risks including the risks identified as part of the TCFD disclosures on page 59 to 67, with a particular focus on the impact
of carbon pricing, has been considered as part of the impairment testing. The discounted cash flows included in the value in use calculations reflect the
carbon costs of the CGU based on the latest scope 1 and 2 emissions data and applying a shadow carbon price of £124/tonne in line with the UK
Government Green Guide.
The cost of carbon has an immaterial effect on the recoverable amount of each of the standalone CGUs and as such carbon costs are not deemed to be
a key assumption. The Directors are aware of the ever-changing risks attached to climate change and will regularly assess these risks against
judgements and estimates made in future impairment testing.
Notes to the Group Accounts continued
Croda International Plc Annual Report & Accounts 2023178
Financial statements
Notes to the Group Accounts continued
182 Croda International Plc Annual Report and Accounts 2023
12. Intangible assets continued
Sensitivity to changes in assumptions
The recoverable amount, and therefore level of headroom or impairment charge, is predominantly dependent upon judgements used in arriving at the
cash flow projections, terminal value growth rate, and the discount rate. Although it is not management’s current expectation, and not reasonably
possible for Avanti and Fragrances, the impact on the recoverable amount when applying a consistent, meaningful change relative to the size and nature
of these assumptions would be as follows for the year ended 31 December 2023:
Assumption
%
Sensitivity
%
Increase
£m
Decrease
£m
Avanti
Headroom/(impairment charge): £52m (2022: £89m)
Incremental increase/(decrease) in recoverable amount
Change in EBITDA compound annual growth rate by:
15.8% 5.0% 68.5 (57.9)
Change in terminal value growth rates by:
3.0% 1.0% 30.9 (24.1)
Change in pre-tax discount rate by:
13.5% 1.0% (26.0)
31.1
Fragrances
Headroom/(impairment charge): £39m (2022: £111m)
Incremental increase/(decrease) in recoverable amount
Change in EBITDA compound annual growth rate by:
16.7% 5.0% 145.5 (123.3)
Change in terminal value growth rates by:
3.0% 1.0% 71.6 (53.7)
Change in pre-tax discount rate by:
12.3% 1.0% (58.7)
73.0
Flavours
Headroom/(impairment charge): £4m (2022: £(35)m)
Incremental increase/(decrease) in recoverable amount
Change in EBITDA compound annual growth rate by:
18.5% 5.0% 44.6 (39.7)
Change in terminal value growth rates by:
3.0% 1.0% 21.7 (16.3)
Change in pre-tax discount rate by:
12.3% 1.0% (17.7)
22.1
The above sensitivity analyses are based on a change in an assumption whilst holding all other assumptions constant. In practice, some of the
assumptions may be correlated.
Climate risk and impairment testing
The impact of climate change risks including the risks identified as part of the TCFD disclosures on page 59 to 67, with a particular focus on the impact
of carbon pricing, has been considered as part of the impairment testing. The discounted cash flows included in the value in use calculations reflect the
carbon costs of the CGU based on the latest scope 1 and 2 emissions data and applying a shadow carbon price of £124/tonne in line with the UK
Government Green Guide.
The cost of carbon has an immaterial effect on the recoverable amount of each of the standalone CGUs and as such carbon costs are not deemed to be
a key assumption. The Directors are aware of the ever-changing risks attached to climate change and will regularly assess these risks against
judgements and estimates made in future impairment testing.
Croda International Plc Annual Report and Accounts 2023 183
13. Property, plant and equipment
Land and
Plant and
buildings equipment Total
£m £m £m
Cost
At 1 January 2022
296.9
1,284.3
1,581.2
Exchange differences
24.1
94.5
118.6
Additions
16.1
119.8
135.9
Other disposals and
write-offs
(39.1)
(373.6)
(412.7)
Reclassifications to intangible assets
7.2
(7.6)
(0.4)
At 31 December 2022
305.2
1,117.4
1,422.6
At 1 January
2023
305.2
1,117.4
1,422.6
Exchange differences
(12.9)
(49.6)
(62.5)
Additions
25.6
155.5
181.1
Acquisitions
2.3
6.9
9.2
Other disposals and write
-offs
(1.8)
(11.5)
(13.3)
Reclassifications
to intangible assets
2.0
(2.2)
(0.2)
At 31 December
2023
320.4
1,216.5
1,536.9
Accumulated depreciation and impairment losses
At 1 January 2022
87.8
505.3
593.1
Exchange differences
7.5
38.8
46.3
Charge for the year (note 3)
10.6
58.0
68.6
Other disposals and write-offs
(27.4)
(230.1
)
(257.5)
Impairments
7.6
7.6
At 31 December 2022
78.5
379.6
458.1
At 1 January 2023
78.5
379.6
458.1
Exchange differences
(3.9) (21.2) (25.1)
Charge for the year (note 3)
11.9
57.8
69.7
Other disposals and write-offs
(0.5) (10.5) (11.0)
Reclassifications
0.1
(0.1)
Impairments
1.2
1.2
At 31 December 2023
86.1
406.8
492.9
Net book
amount
At 31 December 2023
234.3
809.7
1,044.0
At 31 December 2022
226.7
737.8
964.5
At 1 January 2022
209.1
779.0
988.1
During the current year the Group recognised government grant funding of £18.3m (2022: £6.1m) relating to the US cGMP scale up project and the UK
Pharma production capacity expansion project.
During the year plant and equipment was impaired by £1.2m. This impairment is recorded in the income statement within operating costs. During the
prior year, plant and equipment was impaired by £7.6m relating to the write-off of unusable manufacturing plant in Japan. This impairment was recorded
in the income statement as an exceptional item within operating costs and was within the Consumer Care (£5.0m) and Life Sciences (£2.6m) operating
business segments.
The value of assets under construction not yet subject to depreciation at 31 December was as follows:
2023
2022
£m £m
Assets under construction
Land and buildings
21.4
18.8
Plant and equipment
219.9
134.8
241.3
153.6
179Croda International Plc Annual Report & Accounts 2023
Notes to the Group Accounts continued
184 Croda International Plc Annual Report and Accounts 2023
14. Leases
Right of use assets
Land and
Plant and
buildings equipment Total
£m £m £m
Cost
At 1 January
2022
101.7
17.2
118.9
Exchange differences
6.6
1.1
7.7
Additions
5.1
3.8
8.9
Remeasurements
10.4
0.4
10.8
Other disposals and write
-offs
(5.1)
(2.2)
(7.3)
At 31 December 2022
118.7
20.3
139.0
At 1 January
2023
118.7
20.3
139.0
Exchange differences
(4.4)
(0.6)
(5.0)
Additions
7.1
1.8
8.9
Remeasurements
0.5
0.8
1.3
Acquisitions
0.8
0.1
0.9
Other disposals and write
-offs
(5.6)
(1.3)
(6.9)
At 31 December
2023
117.1
21.1
138.2
Accumulated depreciation and impairment losses
At 1 January 2022
25.9
5.1
31.0
Exchange differences
1.4
0.4
1.8
Charge for the year (note 3)
11.7
3.1
14.8
Other disposals and write-offs
(3.7) (1.8) (5.5)
At 31 December
2022
35.3
6.8
42.1
At 1 January 2023
35.3
6.8
42.1
Exchange differences
(1.5)
(0.3)
(1.8)
Charge for the year (note 3)
12.3
3.2
15.5
Other disposals and write-offs
(4.0)
(1.1)
(5.1)
At 31 December 2023
42.1
8.6
50.7
Net book amount
At 31 December 2023
75.0
12.5
87.5
At 31 December 2022
83.4
13.5
96.9
At 1 January 2022
75.8
12.1
87.9
Lease liabilities
2023
2022
£m
£m
Lease liabilities included in the Group balance sheet
Current
13.7
12.9
Non-current
71.3
79.2
85.0
92.1
A maturity analysis of contractual undiscounted cash flows relating to lease liabilities is presented within note 20.
Notes to the Group Accounts continued
Croda International Plc Annual Report & Accounts 2023180
Financial statements
Notes to the Group Accounts continued
184 Croda International Plc Annual Report and Accounts 2023
14. Leases
Right of use assets
Land and
buildings
£m
Plant and
equipment
£m
Total
£m
Cost
At 1 January
2022
101.7
17.2
118.9
Exchange differences
6.6
1.1
7.7
Additions
5.1
3.8
8.9
Remeasurements
10.4
0.4
10.8
Other disposals and write
-offs
(5.1)
(2.2)
(7.3)
At 31 December 2022
118.7
20.3
139.0
At 1 January
2023
118.7
20.3
139.0
Exchange differences
(4.4)
(0.6)
(5.0)
Additions
7.1
1.8
8.9
Remeasurements
0.5
0.8
1.3
Acquisitions
0.8
0.1
0.9
Other disposals and write
-offs
(5.6)
(1.3)
(6.9)
At 31 December
2023
117.1
21.1
138.2
Accumulated depreciation and impairment losses
At 1 January 2022
25.9 5.1 31.0
Exchange differences
1.4 0.4 1.8
Charge for the year (note 3)
11.7 3.1 14.8
Other disposals and write-offs
(3.7)
(1.8)
(5.5)
At 31 December
2022
35.3
6.8
42.1
At 1 January 2023
35.3
6.8
42.1
Exchange differences
(1.5)
(0.3)
(1.8)
Charge for the year (note 3)
12.3
3.2
15.5
Other disposals and write-offs
(4.0)
(1.1)
(5.1)
At 31 December 2023
42.1 8.6 50.7
Net book amount
At 31 December 2023
75.0 12.5 87.5
At 31 December 2022
83.4
13.5
96.9
At 1 January 2022
75.8 12.1 87.9
Lease liabilities
2023
£m
2022
£m
Lease liabilities included in the Group balance sheet
Current
13.7 12.9
Non-current
71.3 79.2
85.0
92.1
A maturity analysis of contractual undiscounted cash flows relating to lease liabilities is presented within note 20.
Croda International Plc Annual Report and Accounts 2023 185
Amounts recognised in the Group income statement
2023
2022
£m £m
Interest on lease liabilities
2.6
2.5
Expenses relating to short
-term leases
0.4
0.3
Expenses relating to low value leases, excluding
short-term leases of low value assets
0.2
0.3
Expenses relating to variable lease components
0.6
0.4
Depreciation of right of use assets
15.5
14.8
Profit on disposal of right of use assets
(0.2)
19.3
18.1
Total cash outflow for leases
2023
2022
£m £m
Payment of lease liabilities
17.0
17.4
Payment of short-term, low value and variable lease components
1.2
1.0
18.2
18.4
15. Future commitments
2023
2022
£m £m
Group capital projects
At 31 December the Directors had authorised the
following expenditure, excluding grant income, on capital projects:
Contracted, but not provided for
Property, plant and equipment
85.1
45.6
Intangible assets
4.7
1.3
Authorised, but not contracted for
Property, plant and equipment
161.5
165.9
Intangible assets
4.0
3.8
255.3
216.6
16. Investments
The amounts recognised in the balance sheet are as follows:
2023
2022
£m
£m
Other investments
1.9
3.4
During the year following a review, the value of the Group’s investment in Entekno was reduced to £nil resulting in an impairment charge of £1.5m.
The impairment charge has been reported within administrative expenses in the Group income statement. All remaining assets recognised as other
investments on the Group balance sheet are non-quoted equity securities measured at fair value.
181Croda International Plc Annual Report & Accounts 2023
Notes to the Group Accounts continued
186 Croda International Plc Annual Report and Accounts 2023
17. Inventories
2023
2022
£m £m
Raw materials
98.3
135.9
Work in progress
35.6
45.8
Finished goods
207.3
282.3
341.2
464.0
The Group consumed £964.5m (2022: £1,102.9m) of inventories during the year.
18. Trade and other receivables
Restated
2023 2022
£m
£m
Amounts falling due within one year
Trade receivables
324.8
320.4
Less: provision for impairment of
receivables
(6.8)
(5.8)
Trade receivables
net
318.0
314.6
Value added taxes
41.5
28.8
Other receivables
24.3
18.3
Prepayments
11.9
14.1
395.7
375.8
Prior year other receivables of £47.1m have been disaggregated to £28.8m VAT receivables and £18.3m other receivables to provide more information
on the nature of the amounts.
The ageing of the Group’s year end overdue receivables against which no material provision has been made is as follows:
2023
2022
£m £m
Not impaired
Less than three months
49.9
60.1
Three to six months
7.1
8.9
Over six months
8.0
6.0
65.0
75.0
The provision for impairment of receivables principally relates to customers in unexpectedly difficult economic circumstances. The overdue receivables
against which no material provision has been made relate to a number of customers for whom there is no recent history of default, nor any other
indication that settlement will not be forthcoming. The other classes within trade and other receivables do not contain impaired assets and are considered
to be fully recoverable.
The carrying amounts of the Group’s receivables are denominated in the following currencies:
2023
2022
£m
£m
Sterling
18.2
15.9
US Dollar
152.5
130.5
Euro
105.5
108.7
Other
119.5
120.7
395.7
375.8
Movements on the Group’s provision for impairment of trade receivables are as follows:
2023
2022
£m
£m
At 1 January
5.8
2.9
Exchange differences
0.1
0.4
C
harged to the income statement
1.4
2.7
Net write
-off of uncollectible receivables
(0.5)
(0.2)
At 31 December
6.8
5.8
Amounts charged to the income statement are included within administrative expenses.
Notes to the Group Accounts continued
Croda International Plc Annual Report & Accounts 2023182
Financial statements
Notes to the Group Accounts continued
186 Croda International Plc Annual Report and Accounts 2023
17. Inventories
2023
£m
2022
£m
Raw materials
98.3
135.9
Work in progress
35.6
45.8
Finished goods
207.3
282.3
341.2
464.0
The Group consumed £964.5m (2022: £1,102.9m) of inventories during the year.
18. Trade and other receivables
2023
£m
Restated
2022
£m
Amounts falling due within one year
Trade receivables
324.8
320.4
Less: provision for impairment of
receivables
(6.8)
(5.8)
Trade receivables
net
318.0
314.6
Value added taxes
41.5
28.8
Other receivables
24.3
18.3
Prepayments
11.9
14.1
395.7
375.8
Prior year other receivables of £47.1m have been disaggregated to £28.8m VAT receivables and £18.3m other receivables to provide more information
on the nature of the amounts.
The ageing of the Group’s year end overdue receivables against which no material provision has been made is as follows:
2023
£m
2022
£m
Not impaired
Less than three months
49.9
60.1
Three to six months
7.1
8.9
Over six months
8.0
6.0
65.0 75.0
The provision for impairment of receivables principally relates to customers in unexpectedly difficult economic circumstances. The overdue receivables
against which no material provision has been made relate to a number of customers for whom there is no recent history of default, nor any other
indication that settlement will not be forthcoming. The other classes within trade and other receivables do not contain impaired assets and are considered
to be fully recoverable.
The carrying amounts of the Group’s receivables are denominated in the following currencies:
2023
£m
2022
£m
Sterling
18.2 15.9
US Dollar
152.5 130.5
Euro
105.5 108.7
Other
119.5 120.7
395.7
375.8
Movements on the Group’s provision for impairment of trade receivables are as follows:
2023
£m
2022
£m
At 1 January
5.8
2.9
Exchange differences
0.1
0.4
C
harged to the income statement
1.4
2.7
Net write
-off of uncollectible receivables
(0.5)
(0.2)
At 31 December
6.8
5.8
Amounts charged to the income statement are included within administrative expenses.
Croda International Plc Annual Report and Accounts 2023 187
19. Trade and other payables
2023
2022
£m £m
Trade payables
125.8
120.9
Taxation and social security
12.2
16.9
Other payables
34.2
45.4
Accruals and deferred income
80.9
131.4
Contingent consideration
9.9
253.1
324.5
All trade payables are payable within one year. Included in the above are balances payable after one year of £nil (2022: £3.5m) accruals and deferred
income and £1.0m (2022: £1.0m) other payables. During the period, contingent consideration has decreased £nil (2022: £6.1m) due to fair value
movements, £nil (2022: £0.7m) due to business divestment, £9.6m (2022: £13.7m) due to payments and £0.3m decrease (2022: £2.6m increase)
due to foreign exchange. There was no impact of discount unwind in the period (2022: £1.7m increase).
20. Borrowings, other financial liabilities and other financial assets
This note should be read in conjunction with the further liquidity disclosures in our accounting policies note and the Finance Review on pages 47
to 50.
2023
2022
£m
£m
A
ssets
Non
-current assets Investments
1.9
3.4
Current assets
Trade and other receivables (excluding prepayments)
383.8
361.7
385.7
365.1
Current liabilities
Trade and other payables (excluding taxation, social security, contingent consideration, accruals and deferred income)
158.9
161.8
€30m 1.08% fixed rate 7 year note
26.5
£30m 2.54% fixed rate 7 year note
30.0
Unsecured bank loans and overdrafts due within one year or on demand
28.4
42.8
Other loans
8.3
22.6
Lease liabilities
13.7
12.9
209.3
296.6
Non-current liabilities
2019
Club facility due 2026
216.8
18.0
US$100m 3.75% fixed rate 10 year note
78.5
83.0
€70m 1.43% fixed rate 10 year note
60.8
61.9
£70m 2.80% fixed rate 10 year note
70.0
70.0
€50m 1.18% fixed rate 8 year note
43.5
44.2
£65m 2.46% fixed rate 8 year note
65.0
65.0
US$60m 3.70% fixed rate 10 year note
47.1
49.8
Other secured bank loans
5.6
8.6
Other unsecured bank loans
0.2
Preference share capital
1.1
1.1
Lease liabilities
71.3
79.2
659.7
481.0
The Group's 2019 Club facility falls due for repayment upon expiry of the agreement in October 2026. Interest is charged on this agreement at a floating
rate based on SONIA, ICE LIBOR (to 30 June 2023), SOFR (from 1 July 2023) or EURIBOR, depending upon the drawdown currency, plus a variable
margin. In June 2023, the existing £30m and €30m fixed rate 7 year notes matured and were repaid.
183Croda International Plc Annual Report & Accounts 2023
Notes to the Group Accounts continued
188 Croda International Plc Annual Report and Accounts 2023
20. Borrowings, other financial liabilities and other financial assets continued
2023
2022
£m £m
Maturity profile of financial liabilities
Repayments fall due as follows:
Within one year
Bank loans and overdrafts
28.4
99.3
Other loans
8.3
22.6
36.7
121.9
Lease liabilities
13.7
12.9
50.4
134.8
After more than one year
Loans repayable
Within one to two years
2.7
3.4
Within two to five years
459.0
264.6
Five years and over
125.6
132.7
587.3
400.7
Preference share capital
1.1
1.1
Lease liabilities
71.3
79.2
659.7
481.0
The minimum lease payments under lease
liabilities fall due as follows:
Within one year
15.5
14.8
Within one to two years
12.9
12.3
Within two to five years
25.4
27.3
Five years and over
47.6
55.0
101.4
109.4
Future finance charges on lease liabilities
(16.4)
(17.3)
Present value of lease liabilities
85.0
92.1
2023
2022
£m
£m
Undiscounted maturity analysis of financial liabilities
Within one year
Bank loans and overdrafts
30.1
101.6
Other loans
8.6
23.5
Lease liabilities
15.5
14.8
54.2
139.9
After more than one year
Loans repayable
Within one to two years
25.0
14.3
Within two to five years
502.2
295.8
Five years and over
Lease liabilities
133.1
143.8
Within one to two years
12.9
12.3
Within two to five years
25.4
27.3
Five years and over
47.6
55.0
746.2
548.5
The analysis above includes estimated interest payable to maturity on the underlying loans. For the loans due after more than one year £22.3m
(2022: £10.9m) of the interest falls due within one year of the balance sheet date, £22.3m (2022: £10.9m) within one to two years, £25.5m
(2022: £25.3m) within two to five years and £2.9m (2022: £6.2m) beyond five years.
Notes to the Group Accounts continued
Croda International Plc Annual Report & Accounts 2023184
Financial statements
Notes to the Group Accounts continued
188 Croda International Plc Annual Report and Accounts 2023
20. Borrowings, other financial liabilities and other financial assets continued
2023
£m
2022
£m
Maturity profile of financial liabilities
Repayments fall due as follows:
Within one year
Bank loans and overdrafts
28.4
99.3
Other loans
8.3
22.6
36.7
121.9
Lease liabilities
13.7
12.9
50.4 134.8
After more than one year
Loans repayable
Within one to two years
2.7
3.4
Within two to five years
459.0
264.6
Five years and over
125.6
132.7
587.3
400.7
Preference share capital
1.1
1.1
Lease liabilities
71.3
79.2
659.7 481.0
The minimum lease payments under lease
liabilities fall due as follows:
Within one year
15.5
14.8
Within one to two years
12.9
12.3
Within two to five years
25.4
27.3
Five years and over
47.6
55.0
101.4
109.4
Future finance charges on lease liabilities
(16.4)
(17.3)
Present value of lease liabilities
85.0 92.1
2023
£m
2022
£m
Undiscounted maturity analysis of financial liabilities
Within one year
Bank loans and overdrafts
30.1 101.6
Other loans
8.6 23.5
Lease liabilities
15.5 14.8
54.2
139.9
After more than one year
Loans repayable
Within one to two years
25.0
14.3
Within two to five years
502.2
295.8
Five years and over
133.1
143.8
Lease liabilities
Within one to two years
12.9
12.3
Within two to five years
25.4
27.3
Five years and over
47.6
55.0
746.2 548.5
The analysis above includes estimated interest payable to maturity on the underlying loans. For the loans due after more than one year £22.3m
(2022: £10.9m) of the interest falls due within one year of the balance sheet date, £22.3m (2022: £10.9m) within one to two years, £25.5m
(2022: £25.3m) within two to five years and £2.9m (2022: £6.2m) beyond five years.
Croda International Plc Annual Report and Accounts 2023 189
Interest rate and currency profile of Group financial liabilities
Fixed rate
weighted average
Total
Fixed
Floating
Interest rate
Fixed period
£m
£m
£m
%
Years
Sterling
345.9
135.0
210.9
2.64
3.0
US Dollar
186.3
125.6
60.7
3.73
5.9
Euro
132.9
104.3
28.6
1.33
2.9
Other
45.0
45.0
At 31 December 2023
710.1
364.9
345.2
2.64
4.0
Sterling
219.9
165.0
54.9
2.62
3.3
US Dollar
180.9
132.8
48.1
3.73
6.9
Euro
141.4
132.6
8.8
1.28
3.2
Other
73.6
73.6
At 31 December 2022
615.8
430.4
185.4
2.55
4.4
Fair values
In January 2020 the existing US$100m fixed rate 10 year note matured and was repaid, this was replaced with a new US$100m fixed rate 10 year note
(27 January 2020). On 27 June 2016, the Group issued £100m (£70m and £30m) and €100m (€70m and €30m) of fixed rate notes. On 6 June 2019,
the Group issued a further £65m, €50m and US$60m of fixed rate notes. In June 2023, the existing £30m and €30m fixed rate 7 year notes matured
and were repaid.
The table below details a comparison of the book and fair values of the Group’s financial assets and liabilities. Where there are no readily available market
values to determine fair values, cash flows relating to the various instruments have been discounted at prevailing interest and exchange rates to give an
estimate of fair value.
Book
Fair
Book
Fair
value value value value
2023 2023 2022 2022
£m
£m
£m
£m
Cash deposits
172.5
172.5
320.6
320.6
Other investments
1.9
1.9
3.4
3.4
2019
Club facility due 2026
(216.8) (216.8) (18.0) (18.0)
US$100m 3.75% fixed rate 10 year note
(78.5) (71.5) (83.0) (74.4)
€30m 1.08% fixed rate 7 year note
(26.5) (26.3)
€70m 1.43% fixed rate 10 year note
(60.8) (58.2) (61.9) (57.8)
£30m 2.54% fixed rate 7 year note
(30.0) (29.7)
£70m 2.80% fixed rate 10 year note
(70.0) (66.1) (70.0) (64.8)
€50m 1.18% fixed rate 8 year note
(43.5) (40.9) (44.2) (40.1)
£65m 2.46% fixed rate 8 year note
(65.0) (59.8) (65.0) (58.1)
US$60m 3.70% fixed rate 10 year note
(47.1) (43.7) (49.8) (45.4)
Other bank borrowings
(34.0) (34.0) (51.6) (51.6)
Other loans
(8.3) (8.3) (22.6) (22.6)
Contingent consideration
(9.9) (9.9)
Preference share capital
(1.1) (1.1) (1.1) (1.1)
Forward foreign currency contracts
(1.3) (1.3)
For financial instruments with a remaining life of greater than one year, fair values are based on cash flows discounted at prevailing interest rates.
Accordingly, the fair value of cash deposits and short-term borrowings approximates to the book value due to the short maturity of these instruments.
The same applies to trade and other receivables and payables excluded from the above analysis.
185Croda International Plc Annual Report & Accounts 2023
Notes to the Group Accounts continued
190 Croda International Plc Annual Report and Accounts 2023
20. Borrowings, other financial liabilities and other financial assets continued
Financial instruments
Financial instruments measured at fair value use the following hierarchy:
Quoted prices (unadjusted) in active markets for identical assets or liabilities (level 1)
Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is,
derived from prices) (level 2)
Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs) (level 3).
All of the Group’s financial instruments are classed as level 2 with the exception of contingent consideration, other investments and lease liabilities, which
are classed as level 3.
Preference share capital
2023
2022
£m £m
The
authorised, issued and fully paid preference share capital comprises:
615,562
5.9% preference shares of £1
(20
22:
615,562)
0.6
0.6
498,434
6.6% preference shares of £1
(20
22:
498,434)
0.5
0.5
21,900
7.
5% preference shares of £1
(2022:
21,900)
1.1
1.1
The preference shares have no redemption rights and carry no voting rights other than in certain circumstances affecting the rights of the preference
shareholders, details of which are set out in the Company’s Articles of Association. The three classes of preference shares rank
pari passu
with each
other but ahead of the ordinary shares on a winding up. Rights on a winding up are limited to repayment of capital and any arrears of dividends.
Borrowing facilities
As at 31 December 2023, the Group had undrawn committed facilities of £381.2m (2022: £579.3m). In addition, the Group had other undrawn facilities
of £70.5m (2022: £53.1m) available. All of the Group's total committed facilities of £1,050.0m expire after 2024. New and repaid borrowings disclosed in
the Group statement of cash flows reflect routine short-term cash management, comprising regular monthly drawdowns and repayments on the Group's
revolving credit facilities. It also reflects the repayments made to the Group's revolving credit facility and the term loan facility following the business
disposal in the prior year.
Financial risk factors
The Group’s activities expose it to a variety of financial risks: currency risk, interest rate risk, liquidity risk, and credit risk. The Group’s overall risk
management strategy is approved by the Board and implemented and reviewed by the Risk Management Committee. Detailed financial risk
management is then delegated to the Group Finance department which has a specific policy manual that sets out guidelines to manage financial risk.
Regular reports are received from all sectors and regional operating units to enable prompt identification of financial risks so that appropriate action may
be taken. In the management definition of capital the Group includes ordinary and preference share capital and net debt.
Currency risk
The Group operates internationally and is exposed to currency risk arising from various currency exposures, primarily with respect to the US Dollar and
the Euro. Foreign exchange risk arises from future commercial transactions, recognised assets and liabilities and net investments in foreign operations.
Entities in the Group use foreign currency bank balances to manage their foreign exchange risk arising from future commercial transactions, recognised
assets and liabilities. The Group’s risk management policy is to manage transactional risk up to three months forward. The Group has certain
investments in foreign operations, whose net assets are exposed to foreign currency translation risk. Currency exposure arising from the net assets of the
Group’s foreign operations is not specifically hedged but is reduced primarily through borrowings denominated in the relevant foreign currencies where it
is efficient to do so. Currency exposure arising from significant one-off transactions (for example acquisitions or disposals) is reviewed and hedged
through forward contracts if required.
For 2023, had the Group’s basket of reporting currencies been 10% weaker/stronger than the actual rates experienced, post-tax profit for the year
would have been £19.0m (2022: £27.6m) lower/higher than reported, primarily as a result of the translation of the profits of the Group’s overseas entities,
and equity would have been £204.8m (2022: £162.4m) lower/higher.
Notes to the Group Accounts continued
Croda International Plc Annual Report & Accounts 2023186
Financial statements
Notes to the Group Accounts continued
190 Croda International Plc Annual Report and Accounts 2023
20. Borrowings, other financial liabilities and other financial assets continued
Financial instruments
Financial instruments measured at fair value use the following hierarchy:
Quoted prices (unadjusted) in active markets for identical assets or liabilities (level 1)
Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is,
derived from prices) (level 2)
Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs) (level 3).
All of the Group’s financial instruments are classed as level 2 with the exception of contingent consideration, other investments and lease liabilities, which
are classed as level 3.
Preference share capital
2023
£m
2022
£m
The
authorised, issued and fully paid preference share capital comprises:
615,562 5.9% preference shares of £1 (20
22: 615,562)
0.6
0.6
498,434 6.6% preference shares of £1 (20
22: 498,434)
0.5
0.5
21,900 7.
5% preference shares of £1 (2022: 21,900)
1.1
1.1
The preference shares have no redemption rights and carry no voting rights other than in certain circumstances affecting the rights of the preference
shareholders, details of which are set out in the Company’s Articles of Association. The three classes of preference shares rank
pari passu
with each
other but ahead of the ordinary shares on a winding up. Rights on a winding up are limited to repayment of capital and any arrears of dividends.
Borrowing facilities
As at 31 December 2023, the Group had undrawn committed facilities of £381.2m (2022: £579.3m). In addition, the Group had other undrawn facilities
of £70.5m (2022: £53.1m) available. All of the Group's total committed facilities of £1,050.0m expire after 2024. New and repaid borrowings disclosed in
the Group statement of cash flows reflect routine short-term cash management, comprising regular monthly drawdowns and repayments on the Group's
revolving credit facilities. It also reflects the repayments made to the Group's revolving credit facility and the term loan facility following the business
disposal in the prior year.
Financial risk factors
The Group’s activities expose it to a variety of financial risks: currency risk, interest rate risk, liquidity risk, and credit risk. The Group’s overall risk
management strategy is approved by the Board and implemented and reviewed by the Risk Management Committee. Detailed financial risk
management is then delegated to the Group Finance department which has a specific policy manual that sets out guidelines to manage financial risk.
Regular reports are received from all sectors and regional operating units to enable prompt identification of financial risks so that appropriate action may
be taken. In the management definition of capital the Group includes ordinary and preference share capital and net debt.
Currency risk
The Group operates internationally and is exposed to currency risk arising from various currency exposures, primarily with respect to the US Dollar and
the Euro. Foreign exchange risk arises from future commercial transactions, recognised assets and liabilities and net investments in foreign operations.
Entities in the Group use foreign currency bank balances to manage their foreign exchange risk arising from future commercial transactions, recognised
assets and liabilities. The Group’s risk management policy is to manage transactional risk up to three months forward. The Group has certain
investments in foreign operations, whose net assets are exposed to foreign currency translation risk. Currency exposure arising from the net assets of the
Group’s foreign operations is not specifically hedged but is reduced primarily through borrowings denominated in the relevant foreign currencies where it
is efficient to do so. Currency exposure arising from significant one-off transactions (for example acquisitions or disposals) is reviewed and hedged
through forward contracts if required.
For 2023, had the Group’s basket of reporting currencies been 10% weaker/stronger than the actual rates experienced, post-tax profit for the year
would have been £19.0m (2022: £27.6m) lower/higher than reported, primarily as a result of the translation of the profits of the Group’s overseas entities,
and equity would have been £204.8m (2022: £162.4m) lower/higher.
Croda International Plc Annual Report and Accounts 2023 191
Cash flow hedging
During the year, the Group held an instrument to hedge an exposure to changes in foreign currency on a highly probable future business combination
(hedged item). At commencement, the nominal value of the contract was £223.6m and the average forward contract rate was 1480 (KRW:GBP). The
contract, which was contingent on the successful completion of the business acquisition, was designated as a cash flow hedge and provided certainty
over approximately 97% of the estimated FX exposure on the forecast future transaction. The forecast future transaction was completed in the year
ended 31 December 2023 and the associated instrument settled. The cumulative cash flow hedging reserve of £19.3m debit was reclassified to
goodwill, presented as part of the cash consideration amount in note 27. During the year ended 31 December 2023, the associated hedge
ineffectiveness of £4.6m has been recognised in the Group income statement within operating costs (administrative expenses) and reported as an
exceptional item (business acquisition costs). The cash flow in relation to both the effective and ineffective portions of the hedge has been recorded as
an investing activity in the Group statement of cash flows in accordance with the underlying hedged cash flow. In the prior year, the cumulative cash flow
hedging reserve of £6.5m credit and cost of hedging reserves of £6.0m debit were reclassified to the income statement and reported within the gain on
business disposal.
Interest rate risk
The Group has both interest bearing assets and liabilities. In 2016, the Group had a policy of maintaining no more than 60% of its gross borrowings at
fixed interest rates in normal circumstances. During 2016, the Group increased its amount of fixed rate debt following payment of the £136m special
dividend and consequent increase in core debt requirements. Notes were issued in the amounts of £100m and €100m with an average maturity of 2.5
years and interest rate of 2.16%. During 2017, the policy formally increased the upper limit for fixed rate debt to 75% of gross borrowings. During 2019,
the Group increased its amount of fixed rate debt following payment of the £151.5m special dividend. Notes were issued in the amounts of £65m,
€50m and US$60m with an average maturity of 4.1 years and interest rate of 2.48%. In January 2020 the Group repaid its US$100m 10 year loan note
carrying a fixed rate of 5.94% and replaced it with a US$100m 10 year loan note carrying a fixed rate of 3.75%. In June 2023, the existing £30m and
€30m fixed rate 7 year notes matured and were repaid. At 31 December 2023, approximately 51% of Group borrowings were at fixed rates.
At 31 December 2023, aside from the loan notes referred to above, all Group debt and cash was exposed to repricing within 12 months of the balance
sheet date.
At 31 December 2023, the Group’s fixed rate debt was at a weighted average rate of 2.64% (2022: 2.55%). As at 31 December 2023, the Group’s
floating rate liabilities are based on SONIA, SOFR or EURIBOR, depending upon the drawdown currency.
Based on the above, had interest rates moved by 100 basis points in the territories where the Group has substantial borrowings, post-tax profits would
have moved by £2.7m (2022: £3.6m) due to a change in interest expense on the Group’s floating rate borrowings.
Liquidity risk
The Group actively maintains a mixture of long-term and short-term committed facilities designed to ensure that the Group has sufficient funds available
for operations and planned investments.
On a regular basis, management monitors forecasts of the Group’s cash flows against both internal targets and those targets imposed by
external lenders. The Group has substantial committed, unused facilities and the Directors are confident this situation will remain the case for the
foreseeable future.
Credit risk
The Group has no significant concentrations of credit risk. It has policies in place to ensure that sales of products are made to customers with an
appropriate credit history. Derivative counterparties and cash transactions are limited to high-credit quality financial institutions. The Group has policies
that limit the amount of credit exposure to any individual financial institution.
Capital risk management
The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern in order to provide returns for
shareholders and benefits for other stakeholders, as well as maintaining an optimal capital structure to reduce overall cost of capital.
In order to maintain this optimal structure, the Group may adjust the amount of dividends paid, issue new shares, return capital to shareholders or
dispose of assets to reduce net debt. Given the Group’s strong balance sheet and sustained trading growth, the Group announced a dividend policy
in 2011 of paying a dividend of between 40% and 50% of sustainable earnings. Further details can be found in the Finance Review on pages 47 to 50.
Underlying growth coupled to Return on Invested Capital (ROIC) is the key perceived driver of shareholder value within the Group. The definition of
ROIC has been revised in the year to exclude the Group’s net retirement benefit balances from invested capital, given they are not operating in nature.
Comparative information presented in the Five year record has been restated to reflect the new definition. The Group’s ROIC now stands at 8.3% against
a post-tax Weighted Average Cost of Capital (WACC) of 8.1%. The Group’s target is to maintain ROIC at two to three times WACC over the long-term.
In addition, the Group employs two widely used ratios to measure its ability to service its debt. Both net debt/EBITDA and EBITDA interest cover were
well ahead of target in 2023. Further details can be found in the Finance Review on pages 47 to 50. The Group was in compliance with its covenant
requirements throughout the year. Additional information on progress against key performance indicators can be found on pages 34 to 37.
187Croda International Plc Annual Report & Accounts 2023
Notes to the Group Accounts continued
192 Croda International Plc Annual Report and Accounts 2023
21. Provisions
Environmental
Restructuring
Site restoration
Other
Total
£m £m £m £m £m
At 1 January 2023
5.6
7.9
4.1
17.6
Exchange differences
(0.1)
(0.3)
(0.3)
(0.7)
Reclassifications
1.6
1.6
Released to the income statement
(0.5)
(0.6)
(1.1)
Charged to the income statement
5.4
1.3
6.7
Cash paid against provisions and utilised
(1.6)
(1.0)
(2.4)
(5.0)
At 31 December 2023
5.0
4.4
7.6
2.1
19.1
Analysis of total provisions
2023
2022
£m £m
Current
8.6
6.1
Non-current
10.5
11.5
19.1
17.6
Provisions are made where a constructive or legal obligation has arisen from a past event, can be quantified and where the timing of the transfer of
economic benefits relating to the provisions cannot be ascertained with any degree of certainty.
The environmental provision relates to soil, potential groundwater and other contamination on a number of sites, both currently in use and previously
occupied, in Europe and the Americas. The provisions are based on most recently available facts and prior experience and are recorded at the estimated
amount as at the balance sheet date. The Directors expect that the balance will be utilised within 10 years.
The site restoration provisions relate to certain leased sites with an existing obligation to restore the environment or dismantle assets. The provisions are
based on most recently available facts and prior experience and are recorded at the estimated amount as at the balance sheet date. The associated
leased sites have remaining terms of between 17 and 43 years.
During the year, a restructuring provision has been created associated with changes to the Group’s operating model. This provision is expected to be
utilised within one year.
The Group has also considered the impact of discounting on its provisions and has concluded that, as a consequence of the size of the provisions and
utilisation timescales, the impact is not material.
22. Ordinary share capital
2023
2022
Ordinary shares of
10.61p (2022: 10.61p)
£m £m
Allotted, called up and fully paid
At
1 January and 31 December 142,536,884 (2022: 142,536,884) ordinary shares
15.1
15.1
During 2023, options were granted to employees under the Croda International Plc Sharesave Scheme to subscribe for 120,998 ordinary shares at an
option price of 3977p per share. Conditional awards over 162,761 ordinary shares were granted under the Performance Share Plan during the year. Also
granted in the year were 21,951 shares under the Deferred Bonus Share Plan and 8,513 shares under the Restricted Share Plan. There were no shares
granted during the year under the Free Share Plan.
During the year consideration of £0.2m was received on the exercise of options over 5,686 shares. The options were satisfied with shares transferred
from the Group's employee share trusts. Since the year end a further 2,823 shares have been transferred from the trusts. During the year, the Group
purchased 155,413 of its own ordinary shares to satisfy awards under various share-based payment schemes for consideration of £10.8m.
Notes to the Group Accounts continued
Croda International Plc Annual Report & Accounts 2023188
Financial statements
Notes to the Group Accounts continued
192 Croda International Plc Annual Report and Accounts 2023
21. Provisions
Environmental
£m
Restructuring
£m
Site restoration
£m
Other
£m
Total
£m
At 1 January 2023
5.6
7.9
4.1
17.6
Exchange differences
(0.1)
(0.3)
(0.3)
(0.7)
Reclassifications
1.6
1.6
Released to the income statement
(0.5)
(0.6)
(1.1)
Charged to the income statement
5.4
1.3
6.7
Cash paid against provisions and utilised
(1.6)
(1.0)
(2.4)
(5.0)
At 31 December 2023
5.0
4.4
7.6
2.1
19.1
Analysis of total provisions
2023
£m
2022
£m
Current
8.6
6.1
Non-current
10.5
11.5
19.1
17.6
Provisions are made where a constructive or legal obligation has arisen from a past event, can be quantified and where the timing of the transfer of
economic benefits relating to the provisions cannot be ascertained with any degree of certainty.
The environmental provision relates to soil, potential groundwater and other contamination on a number of sites, both currently in use and previously
occupied, in Europe and the Americas. The provisions are based on most recently available facts and prior experience and are recorded at the estimated
amount as at the balance sheet date. The Directors expect that the balance will be utilised within 10 years.
The site restoration provisions relate to certain leased sites with an existing obligation to restore the environment or dismantle assets. The provisions are
based on most recently available facts and prior experience and are recorded at the estimated amount as at the balance sheet date. The associated
leased sites have remaining terms of between 17 and 43 years.
During the year, a restructuring provision has been created associated with changes to the Group’s operating model. This provision is expected to be
utilised within one year.
The Group has also considered the impact of discounting on its provisions and has concluded that, as a consequence of the size of the provisions and
utilisation timescales, the impact is not material.
22. Ordinary share capital
Ordinary shares of
10.61p (2022: 10.61p)
2023
£m
2022
£m
Allotted, called up and fully paid
At
1 January and 31 December 142,536,884 (2022: 142,536,884) ordinary shares
15.1
15.1
During 2023, options were granted to employees under the Croda International Plc Sharesave Scheme to subscribe for 120,998 ordinary shares at an
option price of 3977p per share. Conditional awards over 162,761 ordinary shares were granted under the Performance Share Plan during the year. Also
granted in the year were 21,951 shares under the Deferred Bonus Share Plan and 8,513 shares under the Restricted Share Plan. There were no shares
granted during the year under the Free Share Plan.
During the year consideration of £0.2m was received on the exercise of options over 5,686 shares. The options were satisfied with shares transferred
from the Group's employee share trusts. Since the year end a further 2,823 shares have been transferred from the trusts. During the year, the Group
purchased 155,413 of its own ordinary shares to satisfy awards under various share-based payment schemes for consideration of £10.8m.
Croda International Plc Annual Report and Accounts 2023 193
The outstanding options to subscribe for ordinary shares were as follows at the balance sheet date:
Year
option Number of
granted
shares
Price
Options exe
rcisable from
Croda International Plc Sharesave Scheme
2019
92
3898p
1 Nov 202
2 to 30 Apr 2023
2020
36,521
4804p
1 Nov 202
3 to 30 Apr 2024
2021
14,996
7327p
1 Nov 2024 to 30 Apr 2025
2022
50,487
5509p
1
Nov 2025 to 30 Apr 2026
2023
120,226
3977p
1 Nov 202
6 to 30 Apr 2027
Croda International Plc Performance Share Plan (2014)
2021
120,368
Nil
24 Mar 2024
2022
116,737
Nil
22 Mar 2025
2023
153,530
Nil
17 Mar 2026
2023
4,569
Nil
02 May 2026
Croda International Plc Deferred Bonus
Share Plan
2022
17,474
Nil
22
Mar 2025
2023
22,377
Nil
17 Mar 2026
Croda International Plc Restricted Share Plan
2021
6,812
Nil
17 Mar 2024
2022
6,356
Nil
29 Mar 2025
2023
8,356
Nil
21 Mar 2026
23. Share-based payments
The impact of share-based payment transactions on the Group’s financial position is as follows:
2023
2022
£m £m
Analysis of amounts recognised in the income statement:
Charged in respect of equity settled share
-based payment transactions
1.8
8.7
Credited
in respect of cash settled share-based payment transactions
(0.1)
(5.2)
1.7
3.5
Analysis of amounts recognised in the balance sheet:
Liability in respect of cash settled share
-based payment transactions
2.5
8.4
The key elements of each scheme along with the assumptions employed to arrive at the charge in the income statement are set out below. Where
appropriate the expected volatility has been based on historical volatility considering daily share price movements over periods equal to the expected
future life of the awards and the risk free rate is based on the Bank of England’s projected nominal yield curve with appropriate duration.
189Croda International Plc Annual Report & Accounts 2023
Notes to the Group Accounts continued
194 Croda International Plc Annual Report and Accounts 2023
23. Share-based payments continued
Croda International Plc Sharesave Scheme (‘Sharesave’)
The Sharesave Scheme, established in 1983 and renewed in 2013, grants options annually in September to employees of the Group at a fixed exercise
price, being the market price of the Company’s shares at the grant date discounted by up to 20%. Employees then enter into a savings contract over
three years and, subject to continued employment, purchase options at the end of the period based on the amount saved. Options are then exercisable
for a six month period following completion of the savings contract. For options granted in the year, the fair value per option granted and the assumptions
used in the calculation of the value are as follows:
2023
2022
Grant date
14 Sep 2023
15 Sep 2022
Share price at grant date
5006p
6568p
Exercise price
3977p
5509p
Number of
employees
678
646
Shares under option
120,988
69,318
Vesting period
Three years
Three years
Expected volatility
27%
26%
Option life
Six months
Six months
Risk free rate
4.5%
3.1%
Dividend yield
2.2%
1.6%
Possibility of forfeiture
7.5% p.a.
7.5% p.a.
Fair value per option at grant date
1518.8
p
1758.1p
Option pricing model
Black Scholes
Black Scholes
A reconciliation of option movements over the year is as follows:
2023
2022
Weighted
Weighted
average average
exercise exercise
Number
price
Number
price
Outstanding at 1 January
155,551
5592p
212,421
5082p
Granted
120,988
3977p
69,318
5509p
Forfeited
(48,349)
5899p
(35,999)
6340p
Exercised
(5,868)
4049p
(90,189)
4028p
Outstanding at 31 December
222,322
4687p
155,551
5592p
Exercisable at 31 December
36,725
4802p
5,561
3898p
For options exercised in year, weighted average share price at date of exercise
6555p
6789p
Weighted average remaining life at 31 December (years)
2.3
2.4
Croda International Plc International Sharesave Plan 2009 (‘International’)
The International scheme, established in 1999 and renewed in 2009, has the same option pricing model, savings contract and vesting period as the
Sharesave scheme. At exercise, employees are paid a cash equivalent for each option purchased, being the difference between the exercise price and
market price at the exercise date. For options granted in the year, the fair value per option granted and the assumptions used in the calculation of the
value are as follows:
2023
2022
Grant date
14 Sep 2023
15 Sep 2022
Share price at grant date
5006p
6568p
Exercise price
3977p
5509p
Number of employees
2,870
2,660
Shares under option
430,668
243,807
Vesting period
Three years
Three years
Expected volatility
28%
27%
Option life
One month
One month
Risk free rate
3.5%
3.4%
Dividend yield
2.1%
1.6%
Possibility of forfeiture
7.5% p.a.
7.5% p.a.
Fair value per option at 31 December
1480.0
p
1814.7p
Option pricing model
Black Scholes
Black Scholes
Notes to the Group Accounts continued
Croda International Plc Annual Report & Accounts 2023190
Financial statements
Notes to the Group Accounts continued
194 Croda International Plc Annual Report and Accounts 2023
23. Share-based payments continued
Croda International Plc Sharesave Scheme (‘Sharesave’)
The Sharesave Scheme, established in 1983 and renewed in 2013, grants options annually in September to employees of the Group at a fixed exercise
price, being the market price of the Company’s shares at the grant date discounted by up to 20%. Employees then enter into a savings contract over
three years and, subject to continued employment, purchase options at the end of the period based on the amount saved. Options are then exercisable
for a six month period following completion of the savings contract. For options granted in the year, the fair value per option granted and the assumptions
used in the calculation of the value are as follows:
2023 2022
Grant date
14 Sep 2023
15 Sep 2022
Share price at grant date
5006p
6568p
Exercise price
3977p
5509p
Number of
employees
678
646
Shares under option
120,988
69,318
Vesting period
Three years
Three years
Expected volatility
27%
26%
Option life
Six months
Six months
Risk free rate
4.5%
3.1%
Dividend yield
2.2%
1.6%
Possibility of forfeiture
7.5% p.a.
7.5% p.a.
Fair value per option at grant date
1518.8p
1758.1p
Option pricing model
Black Scholes
Black Scholes
A reconciliation of option movements over the year is as follows:
2023 2022
Number
Weighted
average
exercise
price
Number
Weighted
average
exercise
price
Outstanding at 1 January
155,551
5592p
212,421
5082p
Granted
120,988
3977p
69,318
5509p
Forfeited
(48,349)
5899p
(35,999)
6340p
Exercised
(5,868)
4049p
(90,189)
4028p
Outstanding at 31 December
222,322
4687p
155,551
5592p
Exercisable at 31 December
36,725 4802p 5,561 3898p
For options exercised in year, weighted average share price at date of exercise
6555p
6789p
Weighted average remaining life at 31 December (years)
2.3
2.4
Croda International Plc International Sharesave Plan 2009 (‘International’)
The International scheme, established in 1999 and renewed in 2009, has the same option pricing model, savings contract and vesting period as the
Sharesave scheme. At exercise, employees are paid a cash equivalent for each option purchased, being the difference between the exercise price and
market price at the exercise date. For options granted in the year, the fair value per option granted and the assumptions used in the calculation of the
value are as follows:
2023 2022
Grant date
14 Sep 2023
15 Sep 2022
Share price at grant date
5006p
6568p
Exercise price
3977p
5509p
Number of employees
2,870
2,660
Shares under option
430,668
243,807
Vesting period
Three years
Three years
Expected volatility
28%
27%
Option life
One month
One month
Risk free rate
3.5%
3.4%
Dividend yield
2.1%
1.6%
Possibility of forfeiture
7.5% p.a.
7.5% p.a.
Fair value per option at 31 December
1480.0p
1814.7p
Option pricing model
Black Scholes
Black Scholes
Croda International Plc Annual Report and Accounts 2023 195
A reconciliation of option movements over the year is as follows:
2023
2022
Weighted
Weighted
average average
exercise exercise
Number
price
Number
price
Outstanding at 1 January
547,706
5778p
653,245
5227p
Granted
430,668
3977p
243,807
5509p
Forfeited
(274,528)
5225p
(101,670)
5917p
Exercised
(2,576)
4881p
(247,676)
3960p
Outstanding at 31 December
701,270
4842p
547,706
5778p
For options exercised in year, weighted average share price at date of exercise
6099p
6664p
Weighted average remaining life at 31 December (years)
2.3
2.0
Croda International Plc Performance Share Plan 2014 (‘PSP’)
The PSP scheme was established in 2014 and replaced the Company’s previous Executive long-term incentive plans. The PSP provides for awards of
free shares (i.e. either conditional shares or nil-cost options) normally made annually which vest after three years dependent upon an EPS performance
related sliding scale (non-market condition), an NPP growth measure (non-market condition), sustainability conditions in relation to decarbonisation
roadmaps and emissions (non-market conditions) and the Group’s total shareholder return (market condition). The PSP is discussed in detail in the
Directors’ Remuneration Report (pages 106 to 134). Shares (on an after-tax basis) are subject to a two-year post vesting holding period. For options
granted in the year, the fair value per option granted and the assumptions used in the calculation of the value are as follows:
2023
2022
Market
Non-market
Market
Non-market
Market
Non-market
condition condition condition condition condition condition
Grant date
02 May 2023
02 May 2023
17 Mar 2023
17 Mar 2023
22 Mar 2022
22 Mar 2022
Share price at grant date
6962p
6962p
6401p
6401p
7390p
7390p
Number of employees
2
2
68
68
67
67
Shares under conditional award
1,599
2,970
55,367
102,825
42,676
79,254
Vesting period
Three years
Three years
Three years
Three years
Three years
Three years
Expected volatility
27%
27%
27%
27%
24%
24%
Dividend yield
1.6%
1.6%
1.8%
1.8%
1.4%
1.4%
Possibility of forfeiture
3.45% p.a.
3.45% p.a.
3.45% p.a.
3.45% p.a.
3.45% p.a.
3.45% p.a.
Fair value per option at grant date
3558p
6647p
3119p
5800p
3111p
7098p
Option pricing model
Closed form Closed form Closed form Closed form Closed form Closed form
valuation valuation valuation valuation valuation valuation
A reconciliation of option movements over the year is as follows:
2023
2022
Weighted
Weighted
average average
exercise exercise
Number
price
Number
price
Outstanding at 1 January
399,115
426,300
Granted
162,761
121,930
Forfeited
(19,961)
(14,536)
Exercised
(146,711)
(134,579)
Outstanding at 31 December
395,204
399,115
For options exercised in year, weighted average share price at date of exercise
6641p
6870p
Weighted average remaining life at 31 December (years)
1.3
1.2
191Croda International Plc Annual Report & Accounts 2023
Notes to the Group Accounts continued
196 Croda International Plc Annual Report and Accounts 2023
23. Share-based payments continued
Croda International Plc Deferred Bonus Share Plan (‘DBSP’)
The DBSP scheme was established in 2014. Under the DBSP, one third of any annual bonuses due to certain senior executives are deferred. The size
of award is determined by the amount of the total bonus divided by one third and converted into a number of Croda shares using the market value of
shares at the time the award is granted. Awards are increased by the number of shares equating to the equivalent value of any dividend paid during the
option period. The awards vest on the third anniversary of the date of grant unless the recipient has been dismissed for cause. There are no performance
conditions applied to the award. The DBSP is also discussed in the Directors’ Remuneration Report (pages 106 to 134).
2023
2022
Grant date
17 Mar 2023
22 Mar 2022
Share price at grant date
6401p
7390p
Number of employees
10
11
Shares under
conditional award
21,951
16,914
Vesting period
Three years
Three years
A reconciliation of option movements over the year is as follows:
2023
2022
Weighted
Weighted
average average
exercise exercise
Number
price
Number
price
Outstanding at 1 January
17,160
8,913
Granted
21,951
16,914
Dividend enhancement
740
246
Exercised
(8,913)
Outstanding at 31 December
39,851
17,160
For options exercised in year, weighted average share price at date of exercise
6904p
Weighted average remaining life at 31 December (years)
1.8
2.3
Croda International Plc Restricted Share Plan (‘RSP’)
The RSP scheme was established in 2018 and provides for awards of free shares or cash equivalent to a limited number of employees not eligible for the
PSP scheme, based on a percentage of salary. The awards vest on the third anniversary of the date of grant, subject to the condition that the employee
remains employed by the Group. There are no performance conditions applied to the award. On the vesting date, UK employees will be awarded free
shares and non-UK employees will be paid a cash equivalent based on the market price.
2023
2022
Grant date
21 Mar 2023
24 Oct 2022
29 Mar 2022
Share price at grant date
6412p
6646p
7795p
Number of employees
38
1
57
Shares under
conditional award
8,513
337
6,356
Vesting period
Three years
Three years
Three years
Dividend yield
1.7%
1.5%
1.3%
Possibility of forfeiture
3.45% p.a.
3.45% p.a.
3.45% p.a.
Fair value per option at
grant date
6110p
6349p
7506p
Option pricing model
Closed form Closed form Closed form
valuation
valuation
valuation
A reconciliation of option movements over the year is as follows:
2023
2022
Weighted
Weighted
average average
exercise exercise
Number
price
Number
price
Outstanding at 1 January
19,894
20,958
Granted
8,513
6,693
Forfeited
(825)
(1,226)
Exercised
(6,058)
(6,531)
Outstanding at 31 December
21,524
19,894
For options exercised in year, weighted average share price at date of exercise
6482p
7260p
Weighted average remaining life at 31 December (years)
1.3
1.3
Notes to the Group Accounts continued
Croda International Plc Annual Report & Accounts 2023192
Financial statements
Notes to the Group Accounts continued
196 Croda International Plc Annual Report and Accounts 2023
23. Share-based payments continued
Croda International Plc Deferred Bonus Share Plan (‘DBSP’)
The DBSP scheme was established in 2014. Under the DBSP, one third of any annual bonuses due to certain senior executives are deferred. The size
of award is determined by the amount of the total bonus divided by one third and converted into a number of Croda shares using the market value of
shares at the time the award is granted. Awards are increased by the number of shares equating to the equivalent value of any dividend paid during the
option period. The awards vest on the third anniversary of the date of grant unless the recipient has been dismissed for cause. There are no performance
conditions applied to the award. The DBSP is also discussed in the Directors’ Remuneration Report (pages 106 to 134).
2023 2022
Grant date
17 Mar 2023
22 Mar 2022
Share price at grant date
6401p
7390p
Number of employees
10
11
Shares under
conditional award
21,951
16,914
Vesting period
Three years
Three years
A reconciliation of option movements over the year is as follows:
2023 2022
Number
Weighted
average
exercise
price
Number
Weighted
average
exercise
price
Outstanding at 1 January
17,160
8,913
Granted
21,951
16,914
Dividend enhancement
740
246
Exercised
(8,913)
Outstanding at 31 December
39,851
17,160
For options exercised in year, weighted average share price at date of exercise
6904p
Weighted average remaining life at 31 December (years)
1.8
2.3
Croda International Plc Restricted Share Plan (‘RSP’)
The RSP scheme was established in 2018 and provides for awards of free shares or cash equivalent to a limited number of employees not eligible for the
PSP scheme, based on a percentage of salary. The awards vest on the third anniversary of the date of grant, subject to the condition that the employee
remains employed by the Group. There are no performance conditions applied to the award. On the vesting date, UK employees will be awarded free
shares and non-UK employees will be paid a cash equivalent based on the market price.
2023
2022
Grant date
21 Mar 2023
24 Oct 2022
29 Mar 2022
Share price at grant date
6412p
6646p
7795p
Number of employees
38
1
57
Shares under
conditional award
8,513
337
6,356
Vesting period
Three years
Three years
Three years
Dividend yield
1.7%
1.5%
1.3%
Possibility of forfeiture
3.45% p.a.
3.45% p.a.
3.45% p.a.
Fair value per option at
grant date
6110p
6349p
7506p
Option pricing model
Closed form
valuation
Closed form
valuation
Closed form
valuation
A reconciliation of option movements over the year is as follows:
2023 2022
Number
Weighted
average
exercise
price
Number
Weighted
average
exercise
price
Outstanding at 1 January
19,894
20,958
Granted
8,513
6,693
Forfeited
(825)
(1,226)
Exercised
(6,058)
(6,531)
Outstanding at 31 December
21,524
19,894
For options exercised in year, weighted average share price at date of exercise
6482p 7260p
Weighted average remaining life at 31 December (years)
1.3
1.3
Croda International Plc Annual Report and Accounts 2023 197
Croda International Plc Free Share Plan (‘FSP’)
The FSP scheme was established in 2021 and provides for awards of free shares or cash equivalent to eligible employees. The Company has discretion
to set the number of shares awarded. The awards will vest provided that the employee remains employed by the Group and that a bonus payment is
paid under the terms of the Company's Group Profit Incentive Bonus Scheme in respect of the financial year concerned. Subject to the two conditions
being met, on the vesting date, UK employees (and certain other identified jurisdictions) will be awarded free shares and non-UK employees will be paid
a cash equivalent based on the market price. No options were granted under this plan in 2023.
2022
Grant date
6 Sep 2022
Share price at grant date
6648p
Number of
employees
5,038
Shares under
conditional award
50,440
Vesting period
One year
Dividend yield
1.6%
Possibility of forfeiture
7.5% p.a.
Fair value per option at
grant date
6497p
Option pricing model
Closed form
valuation
A reconciliation of option movements over the year is as follows:
2023
2022
Weighted
Weighted
average average
exercise exercise
Number
price
Number
price
Outstanding at 1 January
49,390
51,580
Granted
50,440
Forfeited
(2,280)
(2,470)
Exercised
(47,110)
(50,160)
Outstanding at 31 December
49,390
For options exercised in year, weighted average share price at date of exercise
6962p
7605p
Weighted average remaining life at 31 December (years)
0.3
Croda International Plc Share Incentive Plan (‘SIP’)
The SIP scheme has similar objectives to the Sharesave Scheme in terms of increasing employee retention and share ownership. Under the scheme,
employees enter into an agreement to purchase shares in the Company each month. For each share purchased by an employee, the Company awards
a matching share which passes to the employee after three years' service. The matching shares are allocated each month at market value with this fair
value charge being recognised in the income statement in full in the year of allocation.
24. Shareholders’ equity
Croda International Plc Qualifying Share Ownership Trust (QUEST), Croda International Plc Employee Benefit Trust (CIPEBT) and Croda International Plc
AESOP Trust (AESOP) each hold shares purchased on the open market or transferred from treasury shares to satisfy the future issue of shares under the
Group's share option schemes. As at 31 December 2023 the QUEST had a net amount due from the Company of £20.0m (2022: £19.8m) and held
51,348 (2022: 57,216) shares transferred at a nil cost (2022: nil cost) with a market value of £2.6m (2022: £3.8m). As at 31 December 2023 there was
no loan between the CIPEBT and the Company (2022: £37.8m) following the loan being forgiven in 2023. The CIPEBT held 791 (2022: 688) shares
transferred at a nil cost (2022: nil cost) with a market value of £0.1m (2022: £0.1m).
As at 31 December 2023 the AESOP had issued all its previously held shares, as financed by the Company, and thus had no residual loan balance with
the Company. All of the shares held by the QUEST and CIPEBT were under option at 31 December 2023 and, except for a nominal amount, the right to
receive dividends has been waived.
As at 31 December 2023 the total number of treasury shares held was 2,901,442 (2022: 2,901,442) with a market value of £146.5m (2022: £199.3m).
25. Non-controlling interests in equity
2023
2022
£m
£m
At 1 January
15.5
12.8
Exchange differences
(1.0)
0.4
Profit for the year
1.1
4.0
Acquisition of a non
-controlling interest in an existing subsidiary
(1.4)
Adjustment to retained earnings
(0.3)
At 31 December
15.6
15.5
193Croda International Plc Annual Report & Accounts 2023
Notes to the Group Accounts continued
198 Croda International Plc Annual Report and Accounts 2023
26. Related party transactions
The Group has no related party transactions, with the exception of remuneration paid to key management and Directors (note 10).
27. Business combinations
2023 Acquisition
On 4 July 2023 the Group successfully completed the acquisition of 100% share capital of Solus Biotech Co Ltd ‘Solus’, a global leader in premium,
biotechnology-derived active ingredients for beauty care (Consumer Care sector) and pharmaceuticals (Life Sciences sector) employing 95 people in
South Korea. The business was acquired for a total cash consideration of £227.4m. The acquisition provides access to Solus’ existing biotech-derived
ceramide and phospholipid technologies, and its emerging capabilities in natural retinol. This acquisition will significantly strengthen Croda’s Beauty
Actives portfolio and increases its exposure to targeted prestige segments. Located in South Korea, Solus expands Croda’s Asian manufacturing
capability and will create a new biotechnology R&D hub in the region. Post-acquisition the entity has changed its name to Croda Korea Ltd.
Acquisition-related costs of £9.6m have been charged to administrative expenses in the income statement for the year ended 31 December 2023
(2022: £nil). Post-acquisition, Solus contributed revenue of £13.3m and adjusted operating profit of £0.4m. Had the acquisition been made on 1 January
2023, the Group’s revenue would have been £1,707.9m with adjusted operating profit of £320.9m.
The following table summarises the Directors' assessment of the consideration paid in respect of the acquisition, and the fair value of assets acquired
and liabilities assumed.
£m
C
ash consideration
227.4
Fair value of assets and liabilities acquired
Intangible assets
104.3
Property, plant and equipment
9.2
Right of use assets
0.9
Lease liabilities
(1.0)
Cash
3.8
Borrowings
(6.1)
Working capital
8.4
Retirement benefit liabilities
(0.4)
Deferred tax
(21.2)
Total identifiable net assets
97.9
Goodwill
129.5
28. Business disposal
On 30 June 2022, the Group completed the disposal of the majority of its Performance Technologies and Industrial Chemicals business for cash
consideration of £651.0m. The divested business comprised four manufacturing facilities, together with associated laboratory facilities and sales
operations, and formed part of Croda’s integrated operating model prior to disposal. The following table summarises the effect of the disposal
on the Group's consolidated financial statements.
£m
Cash consideration received
651.0
Intercompany settlement
(24.1)
626.9
Net assets of the divested business
(262.6)
Associated transactions and costs
Pension curtailment gain
3.9
Disposal and separation costs
(33.9)
Foreign exchange gains
6.9
Reclassification of currency translation
14.8
Gain on business disposal before tax
356.0
Income tax on business disposal
(21.5)
Gain on business
disposal after tax
334.5
Notes to the Group Accounts continued
Croda International Plc Annual Report & Accounts 2023194
Financial statements
Notes to the Group Accounts continued
198 Croda International Plc Annual Report and Accounts 2023
26. Related party transactions
The Group has no related party transactions, with the exception of remuneration paid to key management and Directors (note 10).
27. Business combinations
2023 Acquisition
On 4 July 2023 the Group successfully completed the acquisition of 100% share capital of Solus Biotech Co Ltd ‘Solus’, a global leader in premium,
biotechnology-derived active ingredients for beauty care (Consumer Care sector) and pharmaceuticals (Life Sciences sector) employing 95 people in
South Korea. The business was acquired for a total cash consideration of £227.4m. The acquisition provides access to Solus’ existing biotech-derived
ceramide and phospholipid technologies, and its emerging capabilities in natural retinol. This acquisition will significantly strengthen Croda’s Beauty
Actives portfolio and increases its exposure to targeted prestige segments. Located in South Korea, Solus expands Croda’s Asian manufacturing
capability and will create a new biotechnology R&D hub in the region. Post-acquisition the entity has changed its name to Croda Korea Ltd.
Acquisition-related costs of £9.6m have been charged to administrative expenses in the income statement for the year ended 31 December 2023
(2022: £nil). Post-acquisition, Solus contributed revenue of £13.3m and adjusted operating profit of £0.4m. Had the acquisition been made on 1 January
2023, the Group’s revenue would have been £1,707.9m with adjusted operating profit of £320.9m.
The following table summarises the Directors' assessment of the consideration paid in respect of the acquisition, and the fair value of assets acquired
and liabilities assumed.
£m
C
ash consideration
227.4
Fair value of assets and liabilities acquired
Intangible assets
104.3
Property, plant and equipment
9.2
Right of use assets
0.9
Lease liabilities
(1.0)
Cash
3.8
Borrowings
(6.1)
Working capital
8.4
Retirement benefit liabilities
(0.4)
Deferred tax
(21.2)
Total identifiable net assets
97.9
Goodwill
129.5
28. Business disposal
On 30 June 2022, the Group completed the disposal of the majority of its Performance Technologies and Industrial Chemicals business for cash
consideration of £651.0m. The divested business comprised four manufacturing facilities, together with associated laboratory facilities and sales
operations, and formed part of Croda’s integrated operating model prior to disposal. The following table summarises the effect of the disposal
on the Group's consolidated financial statements.
£m
Cash consideration received
651.0
Intercompany settlement
(24.1)
626.9
Net assets of the divested business
(262.6)
Associated transactions and costs
Pension curtailment gain
3.9
Disposal and separation costs
(33.9)
Foreign exchange gains
6.9
Reclassification of currency translation
14.8
Gain on business disposal before tax
356.0
Income tax on business disposal
(21.5)
Gain on business
disposal after tax
334.5
Company Financial Statements
Croda International Plc Annual Report and Accounts 2023 199
Company Balance Sheet
at 31 December 2023
Note
2023
£m
2022
£m
Fixed
assets
Intangible assets
D
0.4
0.6
Tangible assets
E
1.0
1.2
Investments
Shares in Group undertakings
F
1,567.0
1,411.1
Retirement benefit assets
K
5.1
5.6
1,573.5
1,418.5
Current assets
Debtors
G 1,296.8 1,318.9
Deferred tax asset
H 0.3 0.1
Cash and cash equivalents
27.6 176.1
1,324.7
1,495.1
Creditors: Amounts falling due within one year
Creditors
I
(73.9)
(74.0)
Borrowings
J
(4.5)
(56.5)
(78.4)
(130.5)
Net current assets
1,246.3 1,364.6
Total assets less current liabilities
2,819.8
2,783.1
Creditors: Amounts falling due after more than one year
Deferred tax liability
H (1.3)
(1.2)
Borrowings
J (403.5)
(242.2)
(404.8)
(243.4)
Net assets
2,415.0
2,539.7
Capital and reserves
Ordinary share capital
15.1
15.1
Share premium account
707.7
707.7
Reserves
1
1,692.2
1,816.9
Total shareholders’ funds
2,415.0
2,539.7
1. Included within Reserves is profit after tax of £35.9m (2022: £505.9m).
The financial statements on pages 195 to 200 were approved by the Board on 26 February 2024 and signed on its behalf by
Dame Anita Frew DBE Louisa Burdett
Chair Chief Financial Officer
Registered in England number 206132
195Croda International Plc Annual Report & Accounts 2023
Company Financial Statements continued
200 Croda International Plc Annual Report and Accounts 2023
Company Statement of Changes in Equity
for the year ended 31 December 2023
Note
Share
capital
£m
Share
premium
account
£m
Capital
redemption
reserve
£m
Revaluation
reserve
£m
Other
reserves
£m
Retained
earnings
£m
Total
£m
At 1 January 2022
16.2
707.7
0.9
2.1
(0.2)
1,449.8
2,176.5
(Loss)/p
rofit for the year attributable to equity shareholders
(0.9)
505.9
505.0
Other comprehensive
income
0.2
1.8
2.0
Transactions with owners:
Dividends on equity shares
8
(144.4)
(144.4)
Share
-based payments
9.0
9.0
Transactions in
own shares
(7.3)
(7.3)
Total transactions with owners
(142.7)
(142.7)
Preference share capital reclassification
(1.1)
(1.1)
Total equity at 31 December 2022
15.1
707.7
0.9
1.2
1,814.8
2,539.7
At 1 January 2023
15.1 707.7 0.9 1.2 1,814.8 2,539.7
Profit for the year attributable to equity shareholders
35.9 35.9
Other comprehensive expense
(2.0)
(2.0)
Transactions with owners:
Dividends on equity shares
8
(150.7)
(150.7)
Share-based payments
1.9 1.9
Transactions in own shares
(9.8)
(9.8)
Total transactions with owners
(158.6)
(158.6)
Total equity at 31 December 2023
15.1
707.7
0.9
1.2
1,690.1
2,415.0
Of the retained earnings, £939.5m (2022: £1,226.4m) are realised and £750.6m (2022: £588.4m) are unrealised. Details of investments in own shares
are disclosed in note 24 of the Group financial statements.
Company Financial Statements continued
Croda International Plc Annual Report & Accounts 2023196
Financial statements
Company Financial Statements continued
200 Croda International Plc Annual Report and Accounts 2023
Company Statement of Changes in Equity
for the year ended 31 December 2023
Note
Share
capital
£m
Share
premium
account
£m
Capital
redemption
reserve
£m
Revaluation
reserve
£m
Other
reserves
£m
Retained
earnings
£m
Total
£m
At 1 January 2022
16.2
707.7
0.9
2.1
(0.2)
1,449.8
2,176.5
(Loss)/p
rofit for the year attributable to equity shareholders
(0.9)
505.9
505.0
Other comprehensive
income
0.2
1.8
2.0
Transactions with owners:
Dividends on equity shares
8
(144.4)
(144.4)
Share
-based payments
9.0
9.0
Transactions in
own shares
(7.3)
(7.3)
Total transactions with owners
(142.7)
(142.7)
Preference share capital reclassification
(1.1)
(1.1)
Total equity at 31 December 2022
15.1
707.7
0.9
1.2
1,814.8
2,539.7
At 1 January 2023
15.1 707.7 0.9 1.2 1,814.8 2,539.7
Profit for the year attributable to equity shareholders
35.9 35.9
Other comprehensive expense
(2.0)
(2.0)
Transactions with owners:
Dividends on equity shares
8
(150.7)
(150.7)
Share-based payments
1.9 1.9
Transactions in own shares
(9.8)
(9.8)
Total transactions with owners
(158.6)
(158.6)
Total equity at 31 December 2023
15.1
707.7
0.9
1.2
1,690.1
2,415.0
Of the retained earnings, £939.5m (2022: £1,226.4m) are realised and £750.6m (2022: £588.4m) are unrealised. Details of investments in own shares
are disclosed in note 24 of the Group financial statements.
Notes to the Company Financial Statements
Croda International Plc Annual Report and Accounts 2023 201
The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been applied consistently
to all years presented, unless otherwise stated.
A. Accounting policies
Basis of accounting
The Company meets the definition of a qualifying entity under Financial Reporting Standard 100 (FRS 100) issued by the Financial Reporting Council.
These financial statements were prepared in accordance with Financial Reporting Standard 101 Reduced Disclosure Framework (FRS 101). In
preparing these financial statements, the Company applies the recognition, measurement and disclosure requirements of UK-adopted international
accounting standards, but makes amendments where necessary in order to comply with the Companies Act 2006 and has set out below where
advantage of the FRS 101 disclosure exemptions has been taken. The financial statements have been prepared under the historical cost convention,
in compliance with the provisions of the Act and the requirements of the Listing Rules of the Financial Conduct Authority.
As permitted by FRS 101, the Company has taken advantage of the disclosure exemptions available under the standard in relation to share-based
payments, financial instruments, capital management, presentation of comparative information in respect of certain assets, presentation of a cash flow
statement, standards not yet effective, impairment of assets and related party transactions. Where required, equivalent disclosures are provided in the
Group financial statements of Croda International Plc.
Going concern
The financial statements which appear on pages 195 to 200 have been prepared on a going concern basis as, after making appropriate enquiries,
including a review of forecasts, budgets and banking facilities, the Directors have a reasonable expectation that the Company has adequate resources
to continue in operational existence.
Principal accounting policies
The accounting policies which have been applied by the Company when preparing the financial statements are in accordance with FRS 101. FRS 101
is based on the recognition and measurement requirements of Adopted IFRSs, under which the Group financial statements have been prepared. As a
result, the accounting policies of the Company are consistent with those used by the Group as presented on pages 157 to 163, except for those relating
to the recognition and measurement of goodwill and the recognition of revenue, which are not directly relevant to the Company financial statements.
Other Company specific policies include;
Investments are held at cost less accumulated impairment. Investments are subject to impairment testing upon indication of impairment, at which
point the carrying value is reviewed against the underlying net assets or forecast cash generation of the entity.
Provisions against amounts owed by Group undertakings, based on lifetime expected losses, are not material.
The Company operates employee share trusts for the purpose of setting share-based payment arrangements. The Croda International Plc Employee
Benefit Trust is treated as a branch of the Company with assets and liabilities accounted for as assets and liabilities of the Company.
The Group accounting policy for financial risk factors is also relevant to the preparation of the Company financial statements and is disclosed on pages
186 and 187.
B. Profit and loss account
Of the Group’s profit for the year, £35.9m (2022: £505.9m) is included in the profit and loss account of the Company which was approved by the Board
on 26 February 2024 but which is not presented as permitted by Section 408 of the Companies Act 2006.
C. Employees
2023
£m
2022
£m
Company employment costs including Directors
Wages and salaries
11.3
15.8
Share
-based payment charges (note L)
1.2
5.4
Social security costs
1.5
2.4
Post
-retirement benefit costs
0.3
1.6
14.3 25.2
2023
Number
2022
Number
Average employee numbers by function
Production
31
28
Administration
49
45
80 73
As required by the Companies Act 2006, the figures disclosed above are weighted averages based on the number of employees including Executive
Directors. At 31 December 2023, the Company had 80 (2022: 77) employees in total.
Detailed information concerning Directors’ remuneration, interests and options is shown in section D of the Directors’ Remuneration Report, which is
subject to audit, on pages 120 to 130 which forms part of the Annual Report and Accounts.
197Croda International Plc Annual Report & Accounts 2023
Notes to the Company Financial Statements continued
202 Croda International Plc Annual Report and Accounts 2023
D. Intangible assets
Computer
software
£m
Cost
At
1 January 2023
1.8
At 31 December 2023
1.8
Accumulated amortisation
At
1 January 2023
1.2
Charge for
the year
0.2
At 31 December 202
3
1.4
Net carrying amount
At 31 December 202
3
0.4
At 31 December 2022
0.6
E. Tangible assets
Land and
buildings
£m
Plant and
equipment
£m
Total
£m
Cost
At
1 January 2023
2.2
1.5
3.7
Disposals
(0.1)
(0.1)
Reclassifications
0.1
(0.1)
At 31 December
2023
2.3
1.3
3.6
Accumulated depreciation
At 1 January 2023
1.5 1.0 2.5
Charge for the year
0.1 0.1 0.2
Disposals
(0.1)
(0.1)
Reclassifications
0.1 (0.1)
At 31 December 2023
1.7
0.9
2.6
Net book amount
At 31 December 2023
0.6 0.4 1.0
At 31
December 2022
0.7
0.5
1.2
F. Shares in Group undertakings
Shares
£m
Loans
£m
Total
£m
Cost
At 1 January 2023
1,119.7 320.7 1,440.4
Exchange differences
(2.7
)
(2.7)
Additions
428.5 90.8 519.3
Disposals
(0.7)
(0.7)
Amounts repaid or capitalised
(360.0
)
(360.0)
At 31 December 2023
1,547.5
48.8
1,596.3
Impairment
At 1 January 2023
27.8
1.5
29.3
At 31 December 2023
27.8 1.5 29.3
Net book value
At 31 December 2023
1,519.7
47.3
1,567.0
At 31 December 20
22
1,091.9
319.2
1,411.1
The undertakings which affect the financial statements are listed on pages 201 to 203.
Additions to shares in the year of £428.5m related to the continued investment in Croda Investments No 3 Limited including £206.0m in relation to the
acquisition of Solus Biotech Co Ltd and £222.5m of intercompany loans which have been capitalised. The Directors believe that the carrying value of the
investments is supported by their underlying net assets or forecast cash generation.
Notes to the Company Financial Statements continued
Croda International Plc Annual Report & Accounts 2023198
Financial statements
Notes to the Company Financial Statements continued
202 Croda International Plc Annual Report and Accounts 2023
D. Intangible assets
Computer
software
£m
Cost
At
1 January 2023
1.8
At 31 December 2023
1.8
Accumulated amortisation
At
1 January 2023
1.2
Charge for
the year
0.2
At 31 December 202
3
1.4
Net carrying amount
At 31 December 202
3
0.4
At 31 December 2022
0.6
E. Tangible assets
Land and
buildings
£m
Plant and
equipment
£m
Total
£m
Cost
At
1 January 2023
2.2
1.5
3.7
Disposals
(0.1)
(0.1)
Reclassifications
0.1
(0.1)
At 31 December
2023
2.3
1.3
3.6
Accumulated depreciation
At 1 January 2023
1.5 1.0 2.5
Charge for the year
0.1 0.1 0.2
Disposals
(0.1)
(0.1)
Reclassifications
0.1 (0.1)
At 31 December 2023
1.7
0.9
2.6
Net book amount
At 31 December 2023
0.6 0.4 1.0
At 31
December 2022
0.7
0.5
1.2
F. Shares in Group undertakings
Shares
£m
Loans
£m
Total
£m
Cost
At 1 January 2023
1,119.7 320.7 1,440.4
Exchange differences
(2.7
)
(2.7)
Additions
428.5 90.8 519.3
Disposals
(0.7)
(0.7)
Amounts repaid or capitalised
(360.0
)
(360.0)
At 31 December 2023
1,547.5
48.8
1,596.3
Impairment
At 1 January 2023
27.8
1.5
29.3
At 31 December 2023
27.8 1.5 29.3
Net book value
At 31 December 2023
1,519.7
47.3
1,567.0
At 31 December 20
22
1,091.9
319.2
1,411.1
The undertakings which affect the financial statements are listed on pages 201 to 203.
Additions to shares in the year of £428.5m related to the continued investment in Croda Investments No 3 Limited including £206.0m in relation to the
acquisition of Solus Biotech Co Ltd and £222.5m of intercompany loans which have been capitalised. The Directors believe that the carrying value of the
investments is supported by their underlying net assets or forecast cash generation.
Croda International Plc Annual Report and Accounts 2023 203
G. Debtors
2023
£m
2022
£m
Amounts owed by Group undertakings
1,293.0
1,287.1
Trade and other receivables
2.2
5.0
Corporation tax
25.0
Prepayments
1.6
1.8
1,296.8 1,318.9
Although the amounts owed by Group undertakings have no fixed date of repayment, £1,281.8m (2022: £1,279.6m) is expected to be collected after
one year. Of the amount at 31 December 2023, £1,281.2m will continue to attract interest from 1 January 2024 at a floating rate based on the main
facility agreement. The remainder will continue to be interest free.
H. Deferred tax
The deferred tax (liabilities)/assets included in the balance sheet are attributable to the following:
2023
£m
2022
£m
Retirement benefit obligations
(1.3)
(1.2)
Provisions
0.3
0.1
(1.0)
(1.1)
The movement on deferred tax balances during the year is summarised as follows:
At 1 January
(1.1)
0.2
Deferred tax
(charged)/credited through the profit and loss account
(0.3)
0.1
Deferred tax
credited/(charged) to other comprehensive income
0.4
(1.4)
At 31 December
(1.0)
(1.1)
Deferred tax assets were recognised in all cases where such assets arose, as it was probable that the assets would be recovered.
I. Creditors
2023
£m
2022
£m
Amounts falling due within one year
Trade payables
0.5
0.4
Taxation and social security
1.6
1.6
Amounts owed to Group undertakings
66.5
56.0
Other payables
1.3
3.8
Accruals and deferred income
4.0
12.2
73.9 74.0
The amounts owed to Group undertakings are interest free, unsecured and have no fixed date of repayment.
J. Borrowings
The Company’s objectives, policies and strategies in respect of financial instruments are outlined in the accounting policies note on page 162 which
forms part of the Annual Report and Accounts. Short-term receivables and payables have been excluded from all of the following disclosures.
199Croda International Plc Annual Report & Accounts 2023
Notes to the Company Financial Statements continued
204 Croda International Plc Annual Report and Accounts 2023
J. Borrowings continued
2023
£m
2022
£m
Maturity profile of financial liabilities
2019 Club facility due 2026
163.1
€30m 1.08% fixed rate 7 year
note
26.5
€70m 1.43% fixed rate 10 year
note
60.8
61.9
£30m 2.54% fixed rate 7 year
note
30.0
£70m 2.80% fixed rate 10 year
note
70.0
70.0
€50m 1.18% fixed rate 8 year note
43.5
44.2
£65m 2.46% fixed rate 8 year
note
65.0
65.0
Bank loans and overdrafts payable on demand
4.5
Preference share capital
1.1
1.1
408.0
298.7
Repayments fall due as follows:
Within one year
Bank loans and overdrafts
4.5
56.5
4.5
56.5
After more than one year
Loans repayable
Within one to five years
402.4 241.1
Preference share capital
1.1 1.1
403.5
242.2
K. Post-retirement benefits
In line with the requirements of FRS 101, the Company recognises its share of the UK pension scheme assets, liabilities, income statement
(charges)/credits and OCI movements based on the number of scheme members. A full reconciliation of the Group retirement benefit obligation can be
found in note 11 of the Group financial statements on pages 171 to 175. The table below shows the movement in the obligation during the year.
2023
£m
2022
£m
Opening balance:
Assets
41.2
56.5
Liabilities
(35.6)
(55.7)
Net opening retirement benefit asset
5.6 0.8
Movements in the year:
Service cost current
(0.4)
(0.6)
Interest income
0.3 0.1
Contributions
1.4 1.5
Remeasurements
(1.8)
3.8
Closing ba
lance
5.1
5.6
L. Share-based payments
The total charge for the year in respect of share-based remuneration schemes was £1.2m (2022: £5.4m). The grant by the Company of options over
its equity instruments to the employees of subsidiary undertakings in the Group is treated as a capital contribution. The fair value of employee services
received, measured by reference to the grant date fair value, is recognised over the vesting period as an increase to investment in subsidiary
undertakings, with a corresponding credit to equity.
The key elements of each scheme along with the assumptions employed to arrive at the charge in the profit and loss account are set out in note 23 to
the Group financial statements.
M. Contingent liabilities
The Company has guaranteed loan capital and bank overdrafts of subsidiary undertakings amounting to £179.4m as at 31 December 2023
(2022: £153.5m).
N. Dividends
Details of dividends are disclosed in note 8 of the Group financial statements.
O. Related party transactions
The Company has taken advantage of the exemption available under FRS 101 from disclosing transactions with other Group undertakings.
There were no other related party transactions during the year. Information on the Group can be found in note 26 on page 194 of the Group
financial statements.
Notes to the Company Financial Statements continued
Croda International Plc Annual Report & Accounts 2023200
Financial statements
Notes to the Company Financial Statements continued
204 Croda International Plc Annual Report and Accounts 2023
J. Borrowings continued
2023
£m
2022
£m
Maturity profile of financial liabilities
2019 Club facility due 2026
163.1
€30m 1.08% fixed rate 7 year
note
26.5
€70m 1.43% fixed rate 10 year
note
60.8
61.9
£30m 2.54% fixed rate 7 year
note
30.0
£70m 2.80% fixed rate 10 year
note
70.0
70.0
€50m 1.18% fixed rate 8 year note
43.5
44.2
£65m 2.46% fixed rate 8 year
note
65.0
65.0
Bank loans and overdrafts payable on demand
4.5
Preference share capital
1.1
1.1
408.0
298.7
Repayments fall due as follows:
Within one year
Bank loans and overdrafts
4.5
56.5
4.5
56.5
After more than one year
Loans repayable
Within one to five years
402.4 241.1
Preference share capital
1.1 1.1
403.5
242.2
K. Post-retirement benefits
In line with the requirements of FRS 101, the Company recognises its share of the UK pension scheme assets, liabilities, income statement
(charges)/credits and OCI movements based on the number of scheme members. A full reconciliation of the Group retirement benefit obligation can be
found in note 11 of the Group financial statements on pages 171 to 175. The table below shows the movement in the obligation during the year.
2023
£m
2022
£m
Opening balance:
Assets
41.2
56.5
Liabilities
(35.6)
(55.7)
Net opening retirement benefit asset
5.6 0.8
Movements in the year:
Service cost current
(0.4)
(0.6)
Interest income
0.3 0.1
Contributions
1.4 1.5
Remeasurements
(1.8)
3.8
Closing ba
lance
5.1
5.6
L. Share-based payments
The total charge for the year in respect of share-based remuneration schemes was £1.2m (2022: £5.4m). The grant by the Company of options over
its equity instruments to the employees of subsidiary undertakings in the Group is treated as a capital contribution. The fair value of employee services
received, measured by reference to the grant date fair value, is recognised over the vesting period as an increase to investment in subsidiary
undertakings, with a corresponding credit to equity.
The key elements of each scheme along with the assumptions employed to arrive at the charge in the profit and loss account are set out in note 23 to
the Group financial statements.
M. Contingent liabilities
The Company has guaranteed loan capital and bank overdrafts of subsidiary undertakings amounting to £179.4m as at 31 December 2023
(2022: £153.5m).
N. Dividends
Details of dividends are disclosed in note 8 of the Group financial statements.
O. Related party transactions
The Company has taken advantage of the exemption available under FRS 101 from disclosing transactions with other Group undertakings.
There were no other related party transactions during the year. Information on the Group can be found in note 26 on page 194 of the Group
financial statements.
Related undertakings
Croda International Plc Annual Report and Accounts 2023 205
Related undertakings of Croda International Plc
All companies listed below are owned by the Group and all interests are in ordinary share capital, except where otherwise indicated. All subsidiaries have
been consolidated. All companies operate principally in their country of incorporation. Unless otherwise indicated, all shareholdings represent 100% of
the issued share capital of the subsidiary.
Wholly owned subsidiaries:
I
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a
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U
U
K
K
Cowick Hall, Snaith, Goole, East Yorkshire, DN14 9AA
Bio Futures Limited
(vii)
Brookstone Chemicals Limited
(viii)
Cowick Hall Trustees Limited
(xi)
Croda (Goole) Limited
(viii)
Croda Application Chemicals Limited
(viii)
Croda Bakery Services Limited
(viii)
Croda Bowmans Chemicals Limited
(v) (viii)
Croda CE Limited
(viii)
Croda Chemicals Limited
(viii)
Croda Colloids Limited
(viii)
Croda Cosmetics & Toiletries Limited
(i) (v) (viii)
Croda Cosmetics (Europe) Limited
(iii) (viii)
Croda Distillates Limited
(i) (x)
Croda Enterprises Limited
(viii)
Croda Europe Limited
(i) (vii)
Croda Fire Fighting Chemicals Limited
(viii)
Croda Food Services Limited
(viii)
Croda Foundation
(xiv)
Croda Hydrocarbons Limited
(viii)
Croda Investments Limited
(ix)
Croda Investments No 2 Limited
(ix)
Croda Investments No 3 Limited
(ix)
Croda JDH Limited
(viii)
Croda Leek Limited
(viii)
Croda Limited
(viii)
Croda Overseas Holdings Limited
(i) (ix)
Croda Pension Trustees Limited
(viii)
Croda Polymers International Limited
(i) (ix)
Croda Resins Limited
(viii)
Croda Solvents Limited
(iii) (iv) (viii)
Croda Trustees Limited
(viii)
Croda Universal Limited
(viii)
Croda World Traders Limited
(i) (v) (viii)
P.I. Bioscience Limited
(vii)
Plant Impact Limited
(ix)
John L Seaton & Co Limited
(viii)
Southerton Investments Limited
(i) (viii)
Sowerby & Co Limited
(viii)
Technical and Analytical Services Limited
(i) (viii)
Uniqema Limited
(i) (viii)
Uniqema UK Limited
(i) (viii)
Citypoint, 3rd Floor, 65 Haymarket Terrace, Edinburgh, EH12 5HD
Croda (CPI) Limited
(ix)
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Unit 701-703, 7th Floor, Building C, No.3 Linhong Road, Changning
District, Shanghai
Croda China Trading Company Ltd
(vii)
No. 2 Xiang Shan Avenue, Ning Xi Street, Zeng Cheng District,
Guangzhou
Croda Iberchem (Guangzhou) Co., Ltd
(vi) (viii)
191 Dong Jiang Street, GET Development Zone, 510730
Guangzhou
Guangzhou Iberchem, Co. Ltd
(vii)
2nd Floor, No. 21, Eastern of Yonyou Industrial Park, No. 9
Yongfeng Road, Haidian District, Beijing
Incotec (Beijing) Agricultural Technology Co. Ltd
(vii)
No.3 Plant, No.202, Huashan Road, Modern Industrial Zone, Tianjin
Development Zone, Tianjin
Incotec (Tianjin) Agricultural Science & Technology Co. Ltd
(vii)
No.656 East Tangxun Road, Economic-Technological
Development Zone, Mianyang, Sichuan 621000
Sichuan Xihe Rape Seed Industry Co., Ltd
(vii)
No.139, Jianqing Road, Pu'an Town, Jiange County Guangyuan,
Sichuan, 628300
Sichuan Xiyuan Grease Chemical Co., Ltd
(vii)
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9, rue Jean Monnet, 28630 Fontenay Sur Eure
Alban Muller International
(vii)
1, rue de Lapugnoy, 62920 Chocques
Croda Chocques SAS
(vii)
Futura III, 1, avenue de Westphalie, 78180 Montigny-le-Bretonneux
Croda France SAS
(vii)
Croda Holdings France SAS
(ix)
Zone artisanale, 48230 Chanac
Crodarom SAS
(vii)
29 rue du Chemin Vert, 78610, Le Perray en Yvelines
Sederma SAS
(vii)
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s
s
Westeinde 107, 1601 BL Enkhuizen
AM Coatings BV
(v) (viii)
Croda EU BV
(ix)
Incotec Europe B.V.
(vii)
Incotec Group B.V.
(i) (ix)
Incotec Holding B.V.
(ix)
201Croda International Plc Annual Report & Accounts 2023
Other information
Related undertakings continued
206 Croda International Plc Annual Report and Accounts 2023
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700 Industrial Park Drive, Alabaster, AL 35007
Avanti Polar Lipids, LLC
(vii)
777 Scudders Mill Road, Building 2, Suite 200, Plainsboro,
NJ 08536
Croda Americas LLC
(viii)
Croda Finance Inc
(viii)
Croda Inc.
(vii)
Croda Inks Corp
(viii)
Croda Investments Inc
(ix)
Croda Storage Inc
(viii)
Croda Synthetic Chemicals Inc
(ix)
Mona Industries Inc
(viii)
Sederma Inc
(vii)
1293 Harkins Road, Salinas, CA 93901
Incotec Integrated Coating and Seed Technology, Inc
. (vii)
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Argentina - Av. De Lagos 205, Piso 2, Sector Este Officia Nordelta -
1670 (Tigre), Buenos Aires
Croda Argentina SA
(vii)
Australia - Suite 2, Level 6, 111 Phillip Street, Parramatta, NSW
2150
Croda Australia Pty Ltd
(vii)
Brazil - Rua Croda, 580, Distrito Industrial, Campinas, São Paulo,
CEP 13.074-710
Croda do Brasil Ltda
(vii)
Brazil - Avenida Mercedes Benz, 679, Distrito Industrial, Campinas,
São Paulo, CEP 13.054-750
Iberchem Brazil Industria Ltda
(viii)
Canada - 1700 Langstaff Road, Suite 1000, Vaughan,
Ontario, L4K 3S3
Croda Canada Ltd
(vii)
Chile - Los Militares 4611, 17th Floor - 7560968, Las Condes,
Santiago
Croda Chile Ltda
(vi) (vii)
Colombia - Calle 90 # 19-41 Office 601, Bogotá
Croda Colombia
(ii) (vii)
Colombia - Aut. Medellín km. 7, Bodega 88-02, Celta Trade Park,
Funza, Cundinamarca
Iberchem Colombia SAS
(vii)
Czech Republic - Praha 5, Pekarˇská 603/12, 150 00
Croda Spol. s.r.o
(vii)
Denmark - Elsenbakken 23, 3600 Frederikssund
Croda Denmark A/S
(vii)
Germany - Herrenpfad Süd 33, 41334 Nettetal
Croda GmbH
(vii)
Sederma GmbH
(vii)
Guernsey - PO Box 33, Dorey Court, Admiral Park, St Peter Port,
GY1 4AT
Cowick Insurance Services Ltd
(i) (xii)
Hong Kong - Room 908, East Ocean Centre, No.9 Science Museum
Road, Tsim Sha Tsui, East Kowloon
Croda Hong Kong Company Ltd
(vii)
Hungary - 1117 Budapest XI, lcso utca 6. 1. emelet 4.
Croda Magyarorszag Kft
(i) (vii)
India - Plot No. 1/1, Part TTC Industrial Area, Thane Belapur Road,
Koparkhairne, Navi Mumbai 400710, Maharashtra
Croda India Company Private Ltd
(i) (vii)
India - 38/A, Radhe Industrial Estate, Tajpur Road, Changodar
382213, Ahmedabad
Iberchem India Private Limited
(vii)
India - 47, Mahagujarat Industrial Estate, Opp. Pharma Lab,
Sarkhej-Bavla Highway, At. Moraiya, Ta. Sanand, Ahmedabad-
382213, Gujarat
Integrated Coating and Seed Technology India Pvt. Ltd
(vii)
Indonesia - Kawasan Industri Jababeka, Jl. Jababeka IV Blok V
Kav 74-75, Cikarang Bekasi 17530
PT Croda Indonesia
(iii) (iv) (vii)
Indonesia - Palma Tower , 17th Floor, Jl. RA Kartini II-S Kav.6 ,
Jakarta 12310
PT Croda Trading Indonesia
(vii)
Indonesia - Pusat Niaga Terpadu, JI. Daan Mogot Raya Km 19, 6
Blok GG8N, 15122 Tangerang
PT Scentium Flavours
(vii)
Iran - Apt. 305, 3rd Floor, No 14 Golestan Avenue, Alikhani Avenue,
Southern Shiraz Street, Tehran
Croda Pars Trading Co
(xv)
Italy - Via P. Grocco 915, 27036 Mortara
Croda Italiana S.p.A.
(vii)
Italy - Calle del Commercio, 2 Desio (MB)
Iberchem Italia SRL
(vii)
Japan - 7-1 Nishi-shinjuku 3-chome, Shinjuku-ku, Tokyo 163-1001
Croda Japan KK
(i) (vii)
Malaysia - 305 (Suite1) Block E, Phileo Damansara 1, 9, Jalan 16/11,
Off Jln Damansara, 46350 PJ, Selangor
Scentium Malaysia Sdn Bhd
(vii)
Mexico - Hamburgo 213, Piso 10, Colonia Juárez, Delegacion
Cuauhtémoc, D.F., C.P. 06600
Croda México SA de CV
(vii)
Mexico - Alfredo Nobel No. 3, 3 y 4, Col. Fraccionamiento Industrial
Los Reyes, Estado de México, 54073 Tlalnepantla
Iberchem Mexico SA de CV
(vii)
Nigeria - Landmark Towers, 5B, Water Corporation Road, Victoria
Island, Lagos
Croda SI&T Nigeria Limited
(vii)
Peru - Av. Juan de Aliaga 425 Of. 401, Magdalena del Mar
Croda Peruana S.A.C
(vii)
Poland - ul. Wadowicka 6, 30-415 Kraków
Croda Poland Sp. z o.o.
(i) (vii)
Republic of Korea - (Yongje-dong) 11, Seogam-ro 11-gil, Iksan-si,
Jeollabuk-do
Croda Korea Ltd
(vii)
Republic of Korea - Rm. 1201, 12th Floor, 42, Hwang Sae UI-Ro 360
Beon-Gil, Bun Dang-Gu, Seong Nam-Si, Gyeong Gi-Do, 13591
Croda Korea
(ii) (vii)
Related undertakings continued
Croda International Plc Annual Report & Accounts 2023202
Other information
Croda International Plc Annual Report and Accounts 2023 207
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Russian Federation - Office 1333, 16 Raketnyi bulvar, Moscow,
129164
Croda RUS LLC
(xvi)
Singapore - 30 Seraya Avenue, Singapore 627884
Croda Singapore Pte Ltd
(i) (v) (vii)
Singapore - 2 International Business Park, #04-06 The Strategy
(Tower 1)
Iberchem Far East Pte Ltd
(vii)
South Africa - Clearwater Estate Office Park, Block G, Corner of
Atlas & Park Road, Parkhaven Ext 8, Boksburg 1459
Croda (SA) (Pty) Ltd
(vii)
Incotec South Africa (Pty) Ltd
(vii)
South Africa - 5 Marconi Nook, Hennopspark, Centurion, 0157
Iberchem South Africa (Pty) Ltd
(vii)
Spain - Carrer Pujades, 350 planta 10, 08019 Barcelona
Croda Ibérica SA
(vii)
Spain - Avenida del Descubrimiento, Parcela 9/9, Polígono I, 30820
Alcantarilla, Murcia
Iberchem SAU
(vii)
Spain - Avenida de Holanda, Parcela 12/14, Polígono Industrial Las
Salinas, 30840 Alhama de Murcia, Murcia
Scentium Flavours, S.L.
(vii)
Sweden - Geijersgatan 2B, 216 18 Limhamn
Croda Nordica AB
(vii)
MX Adjuvac AB
(xiii)
Thailand - 319 Chamchuri Square Building, 16th Floor, Unit 13-14,
Payathai Road, Patumwan, Bangkok 10330
Croda (Thailand) Co., Ltd
(i) (vii)
Thailand - No. 41/87 Moo 6 Bangna Trad Road Km. 16.5, Bangcha
long-Sub District, Bangplee District, 10540 Bangkok,
Samutprakarn Province
Iberchem Thailand Ltd
(vii)
Turkey - Barbaros Mahallesi, Mor Sumbul Sokak,Nidakule
Atasehir Guney, No: 7/3, Kat: 5 Atasehir, Istanbul 34746
Croda Kimya Ticaret Limited Şirketi
(vii)
United Arab Emirates - Units 2601 & 2602, Al Manara Tower, Al
Abraj St., Business Bay, P.O. Box 191160, Duba
The Essence of Nature F&F Trading LLC
(vii)
United Arab Emirates - P. O. BOX 17916, Office 1209, 1210 & 1211,
12th Floor, Jafza One, Tower B, Jebel Ali Free Zone, Dubai
Croda Middle East FZE
(vii)
Vietnam - Room # 606A, Floor 6th, Centre Point Building 106
Nguyen Van Troi Street, Ward 8, Phu Nhuan District,
Ho Chi Minh City
The Representative Office of Croda Singapore Pte Ltd in
Ho Chi Minh City
(ii) (vii)
Zimbabwe - 4a Knightsbridge Crescent, Highlands, Harare
Croda Chemicals Zimbabwe Pvt Ltd
(viii)
Classifications key
(i). Companies owned directly by Croda International Plc
(ii). Branch office
(iii). A Ordinary
(iv). B Ordinary
(v). Preference including cumulative, non-cumulative and redeemable shares
(vi). No share capital, share of profits
(vii). Manufacture, sale or distribution of speciality chemicals, or of seed treatment
services and products, or fragrances and flavours compositions
(viii). Dormant
Non-wholly owned subsidiaries, associates and
investments:
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3 Huxley Road, Surrey Research Park, Guildford, GU2 7RE
SiSaf Ltd 3.36%
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Brazil - Rua das Sementes nr. 291, Holambra, State of São Paulo
Incotec America do Sul Tecnologia em Sementes Ltda.
(vii)
99.99%
China - No 656 East Tangxun Road Economic and Technological
Development Zone Miangyang Sichuan
Croda Sipo (Sichuan) Co., Ltd
(vii)
65.00%
China - No.56 Xingye 2nd Road, Changleng Industrial Zone 2,
Xinjian District, 330100 Nanchang City, Jiangxi Province
Nanchang Xinduomei Bio-Technology Co.,Ltd
(vii)
70.00%
France - 51 avenue Louison Bobet, 06130 Grasse
Parfex
(vii)
99.47%
Indonesia - Pusat Niaga Terpadu, JI. Daan Mogot Raya Km 19, 6
Blok GG8N, 15122 Tangerang
PT Iberchem Indonesia Fragrances
(vii)
98.00%
Indonesia - Pusat Niaga Terpadu, Blok EE 8A, Jl, Daan Mogot,
Raya, Km.19, Tangerang, 15122, Jakarta West Java
PT Inti Berkah Chemindo
(viii)
51.00%
Sweden - Scheelevägen 22, 22363 Lund
Enza Biotech AB
(xiii)
88.00%
Tunisia - 39, rue Jamel Abdennaceur, Z.I. Borj Cédria, Bir El Bey,
BP 69, 2055 Ben Arous
Iberchem Tunisie S.A.R.L.
(vii)
63.70%
Turkey - Yeşiltepe Mahallesi İsmetinönü-2 Cad. No:2/57 Tepebaşi,
Eskişehir
Entekno Industrial, Technological and Nano Materials Corp. 9.00%
(ix). Holding company
(x). Property holding company
(xi). Trustee
(xii). Captive insurance company
(xiii). Research enterprise
(xiv). Not consolidated; Company limited by Guarantee and not having a Share Capital
(xv). In liquidation process
(xvi). Non-trading entity
203Croda International Plc Annual Report & Accounts 2023
Shareholder information
208 Croda International Plc Annual Report and Accounts 2023
Investor relations
Shareholders can now get up to date information
on Stock Exchange announcements, key dates
in the corporate calendar, the Croda share price
and brokers’ estimates by visiting our corporate
website at www.croda.com and clicking on the
section called ‘Investors’.
Shareholders can receive shareholder
communications electronically by registering on
the Registrars’ website, www.signalshares.com
and following the instructions. To register,
shareholders will require their investor code (IVC):
this is an 11 digit number starting with five or six
zeros and can be found on your dividend tax
voucher or your share certificate. Receiving
corporate communications by email has a
number of benefits including being more
environmentally friendly, reducing unnecessary
waste, faster notification of information to
shareholders and a reduction in company costs.
Shareholders who register on the above website
can also check their shareholding, view their
dividend history, choose their dividend options,
register changes of address and dividend
mandate instructions.
Share price information
The latest ordinary share price is available on our
website at www.croda.com.
The middle market values of the listed share
capital at 31 December 2023, or last date
traded*, were as follows:
Ordinary shares 5073p
5.9% preference shares 81p*
6.6% preference shares
94p*
Dividend reinvestment plan (DRIP)
Ordinary shareholders may wish to know about
this plan, which allows you to use your dividends
to buy further shares in Croda. The DRIP is
offered to UK shareholders only by Link
Group which is authorised and regulated by
the Financial Conduct Authority.
For information and an application pack please
call 0371 664 0381. Calls are charged at the
standard geographic rate and will vary by
provider. Calls outside the United Kingdom will be
charged at the applicable international rate. Lines
are open 9.00am to 5.30pm, Monday to Friday,
excluding public holidays in England and Wales.
From outside the UK dial
+44 (0)371 664 0381. Alternatively you can email
shares@linkgroup.co.uk or log on to
www.signalshares.com.
Payment of dividends
You can arrange to have your dividends
paid direct to your bank account. This
means that:
your dividend reaches your bank account on
the payment date;
it is more secure - cheques can sometimes get
lost in the post;
you don’t have the inconvenience of depositing
a cheque; and
it helps reduce cheque fraud.
If you have a UK bank account you can sign
up to this service on Signal Shares
(www.signalshares.com) by clicking on
‘your dividend options’ and following the
on-screen instructions or by contacting
the Customer Support Centre.
Overseas shareholders - choose
to receive your next dividend in
your local currency
If you live outside the UK, Link has partnered with
Deutsche Bank to provide you with a service that
will convert Sterling dividends into your local
currency at a competitive rate.
You can choose to receive payment directly to
your local bank account or alternatively you can
be sent a currency draft. You can sign up to this
service on Signal Shares (www.signalshares.com)
by clicking on ‘your dividend options’ and following
the on-screen instructions or by contacting
the Customer Support Centre. For further
information contact Link:
By phone - UK 0371 664 0300, from overseas
+44 (0)371 664 0300. Calls are charged at the
standard geographic rate and will vary by
provider. Calls outside the United Kingdom will be
charged at the applicable international rate. Lines
are open 9.00am to 5.30pm, Monday to Friday,
excluding public holidays in England and Wales.
By email - ips@linkgroup.co.uk
Relating to beneficial owners of
shares with ‘information rights’
Please note that beneficial owners of shares who
have been nominated by the registered holder of
those shares to receive information rights under
section 146 of the Companies Act 2006 are
required to direct all communications to the
registered holder of their shares rather than to
the Company’s registrar, Link Group, or to the
Company directly.
Share fraud warning
Scams are increasingly sophisticated. Fraudsters
can be articulate and financially knowledgeable,
with credible websites, testimonials and materials
that are hard to distinguish from the real thing. If
you have been contacted unexpectedly, or are
suspicious about a call or text message, make
sure you stop and check the warning signs.
2024 Annual General Meeting 24 April 2024
2023 Final ordinary dividend payment 29 May 2024
2024 Half year results announcement 30 July 2024
2024 Interim ordinary dividend payment 8 October 2024
2024 Preference dividend payments 30 June 2024
31 December 2024
2024 Full year results announcement 25 February 2025
Croda International Plc Annual Report & Accounts 2023204
Other information
Croda International Plc Annual Report and Accounts 2023 209
How to avoid scams
Treat all unexpected calls, emails and text
messages, social media messages or even
in person visits with caution. Don’t assume
they’re genuine, even if the person seems to
know some basic information about you.
Don’t be pressured into acting quickly, hang
up on calls and ignore messages if you feel
pressured. A genuine bank or financial services
firm won’t mind waiting if you want
time to think.
Never give out your bank account or credit
card details unless you are certain who you
are dealing with.
If you’re buying a financial product such as a
loan, insurance, investment or pension, only
deal with an FCA-authorised firm - check the
FS Register to see if the firm is registered.
Always access the Register from the FCA
website, rather than through links in emails
or on a firm’s website (it might be part of
the scam).
Double-check the URL and contact details of a
firm in case it’s a ‘clone firm’ pretending to be
a real firm, such as your bank or a genuine
investment firm.
Check the list of unauthorised firms and
individuals the FCA have received complaints
about. If the firm isn’t on their list, don’t assume
it’s legitimate - it may not have been reported
to them yet.
Check your bank account and credit
card statements regularly.
Don’t give access to your device by
downloading software or an app from a source
you don’t trust. Scammers may be able to
view, take control of your device and access
your bank account.
Remember: if it sounds too good to be true,
it probably is!
Report a scam
If you are approached by fraudsters please tell
the FCA using the share fraud reporting form at
www.fca.org.uk/scams, where you can find out
more about investment scams.
You can also call the FCA Consumer Helpline
on 0800 111 6768.
If you have already paid money to share
fraudsters you should contact Action Fraud on
0300 123 2040.
Secretary and Registered Office
Tom Brophy (Company Secretary) Cowick Hall,
Snaith, Goole, East Yorkshire DN14 9AA
Tel: +44 (0)1405 860551
Fax: +44 (0)1405 861767
Website: www.croda.com
Registered in England number 206132
Registrars
Link Group
Central Square, 29 Wellington Street,
Leeds, LS1 4DL
Tel: 0371 664 0300 (from UK)
+44 (0) 371 664 0300
(from overseas)
Calls are charged at the standard geographic
rate and will vary by provider. Calls outside
the United Kingdom will be charged at the
applicable international rate; lines are open
9.00am to 5.30pm, Monday to Friday
excluding public holidays in
England and Wales.
Website: www.linkgroup.eu
Email: shareholderenquiries@linkgroup.co.uk
Independent Auditors
KPMG LLP
15 Canada Square, London, E14 5GL
Principal Financial Advisers
Morgan Stanley & Co. International plc
Principal Solicitors
Freshfields Bruckhaus Deringer LLP
Stockbrokers
Morgan Stanley & Co. International plc
HSBC Bank plc
Financial PR Advisers
Teneo
205Croda International Plc Annual Report & Accounts 2023
Five year record
210 Croda International Plc Annual Report and Accounts 2023
Earnings
2023
£m
2022
£m
2021
£m
2020
£m
2019
£m
Turnover
1,694.5 2,089.3 1,889.6 1,390.3 1,377.7
Covenant EBITDA
4
413.1 560.0 591.4 433.4 402.9
Depreciation and amortisation
1
(89.5)
(86.4)
(79.0)
(68.2)
(57.6)
Share
-based payments and loss on associates (1.7)
(3.5)
(42.0)
(14.7)
(5.9)
Impact of acquisitions or disposals
(1.9)
45.0 (1.8)
(30.8)
0.3
Adjusted operating profit
1
320.0 515.1 468.6 319.6 339.7
Adjusted profit before tax
1
308.8 496.1 445.2 300.6 322.1
Profit after tax
172.1 653.3 322.8 201.6 223.8
Profit attributable to owners of the parent
171.0 649.3 320.8 201.6 223.9
Return on sales
1
(%) 18.9 24.7 24.8 23.0 24.7
Effective tax
rate
1
(%) 23.9 22.8 21.2 24.1 25.6
Pence Pence Pence Pence Pence
Adjusted earnings per share
1
167.6 272.0 250.0 175.5 185.0
Ordinary dividends per share
109.0 108.0 100.0 91.0 90.0
Times Times Times Times Times
Net debt/
Covenant EBITDA 1.3 0.5 1.4 1.8 1.4
Covenant
EBITDA interest cover
2
24.9 24.2 22.4 22.5 23.3
Summarised balance sheet
2023
£m
2022
£m
2021
£m
2020
£m
2019
£m
Intangible assets, property, plant and equipment and investments
2,541.9
2,318.0
2,350.9
2,297.8
1,301.4
Inventories
341.2
464.0
443.0
302.6
268.9
Trade and other receivables
395.7
375.8
337.9
289.9
216.8
Trade and other payables
(253.1)
(324.5)
(370.3)
(267.6)
(164.7)
Capital employed
3,025.7 2,833.3 2,761.5 2,622.7 1,622.4
Tax, provisions and other
(206.7)
(207.1)
(180.3)
(194.8)
(131.1)
Retirement benefit
assets/(liabilities) 86.7 100.1 7.9 (32.3)
(75.0)
2,905.7 2,726.3 2,589.1 2,395.6 1,416.3
Shareholders’ funds
2,352.5
2,415.6
1,753.1
1,585.8
861.6
Non-controlling interests
15.6
15.5
12.8
9.3
7.0
Net assets
2,368.1 2,431.1 1,765.9 1,595.1 868.6
Net debt
537.6 295.2 823.2 800.5 547.7
Invested capital
2,905.7 2,726.3 2,589.1 2,395.6 1,416.3
Croda International Plc Annual Report & Accounts 2023206
Other information
Five year record
210 Croda International Plc Annual Report and Accounts 2023
Earnings
2023
£m
2022
£m
2021
£m
2020
£m
2019
£m
Turnover
1,694.5 2,089.3 1,889.6 1,390.3 1,377.7
Covenant EBITDA
4
413.1 560.0 591.4 433.4 402.9
Depreciation and amortisation
1
(89.5)
(86.4)
(79.0)
(68.2)
(57.6)
Share
-based payments and loss on associates (1.7)
(3.5)
(42.0)
(14.7)
(5.9)
Impact of acquisitions or disposals
(1.9)
45.0 (1.8)
(30.8)
0.3
Adjusted operating profit
1
320.0 515.1 468.6 319.6 339.7
Adjusted profit before tax
1
308.8 496.1 445.2 300.6 322.1
Profit after tax
172.1 653.3 322.8 201.6 223.8
Profit attributable to owners of the parent
171.0 649.3 320.8 201.6 223.9
Return on sales
1
(%) 18.9 24.7 24.8 23.0 24.7
Effective tax
rate
1
(%) 23.9 22.8 21.2 24.1 25.6
Pence Pence Pence Pence Pence
Adjusted earnings per share
1
167.6 272.0 250.0 175.5 185.0
Ordinary dividends per share
109.0 108.0 100.0 91.0 90.0
Times Times Times Times Times
Net debt/
Covenant EBITDA 1.3 0.5 1.4 1.8 1.4
Covenant
EBITDA interest cover
2
24.9 24.2 22.4 22.5 23.3
Summarised balance sheet
2023
£m
2022
£m
2021
£m
2020
£m
2019
£m
Intangible assets, property, plant and equipment and investments
2,541.9
2,318.0
2,350.9
2,297.8
1,301.4
Inventories
341.2
464.0
443.0
302.6
268.9
Trade and other receivables
395.7
375.8
337.9
289.9
216.8
Trade and other payables
(253.1)
(324.5)
(370.3)
(267.6)
(164.7)
Capital employed
3,025.7 2,833.3 2,761.5 2,622.7 1,622.4
Tax, provisions and other
(206.7)
(207.1)
(180.3)
(194.8)
(131.1)
Retirement benefit
assets/(liabilities) 86.7 100.1 7.9 (32.3)
(75.0)
2,905.7 2,726.3 2,589.1 2,395.6 1,416.3
Shareholders’ funds
2,352.5
2,415.6
1,753.1
1,585.8
861.6
Non-controlling interests
15.6
15.5
12.8
9.3
7.0
Net assets
2,368.1 2,431.1 1,765.9 1,595.1 868.6
Net debt
537.6 295.2 823.2 800.5 547.7
Invested capital
2,905.7 2,726.3 2,589.1 2,395.6 1,416.3
Croda International Plc Annual Report and Accounts 2023 211
Return on capital
2023
£m
2022
£m
2021
£m
2020
£m
2019
£m
Adjusted operating profit net of tax
1
243.6 397.9 369.2 242.6 252.8
Invested capital
2,905.7
2,726.3
2,589.1
2,395.6
1,416.3
Adjustments for:
Goodwill previously written off
105.6
84.8
50.2
50.2
50.2
Retirement benefit (assets)/liabilities net of deferred tax
(64.9)
(75.2)
(5.8)
25.3
60.1
Accumulated amortisation of acquired intangible assets net of deferred
tax
114.6
85.6
57.9
29.7
18.2
Adjusted invested capital
3,061.0
2,821.5
2,691.4
2,500.8
1,544.8
Average adjusted invested capital
3
2,941.3 2,756.5 2,596.1 1,704.6 1,521.7
Return on invested capital (ROIC)
(%)
5
8.3 14.4 14.2 14.2 16.6
Post
-tax cost of capital (%) 8.1 7.5 6.4 6.2 6.2
Charge for invested capital
(238.2
)
(206.7)
(166.2)
(105.7)
(94.3)
Economic value added
1, 5
5.4 191.2 203.0 136.9 158.5
1. Before exceptional items, amortisation of intangible assets arising on acquisition and the tax thereon where applicable.
2. Interest excludes net interest on retirement benefit liabilities.
3. The Group acquired Avanti Polar Lipids, LLC on 12 August 2020 and Fragrance Spanish Topco, S.L. (Iberchem) on 24 November 2020. Given the value of the acquisitions,
the Group's measure of average adjusted invested capital for 2020 has been adjusted for the related weighted average impact.
4. Covenant EBITDA is EBITDA as defined in the Finance Review but before share-based payment charges and the loss on associates. Covenant EBITDA is also adjusted to
reflect the annualised impact of acquisitions or disposals in the period.
5. The Group has revised the definition of ROIC in the year as set out in the Finance Review and comparative information has been restated. The calculation of economic value
added has also been updated to align with these changes and comparative information restated.
The five year record is presented based on the applicable accounting standards at the relevant reporting date.
207Croda International Plc Annual Report & Accounts 2023
Adjusted
Before exceptional items, amortisation of intangible
assets arising on acquisition and the tax thereon
where applicable
AGM
Annual General Meeting
ALM
Asset-Liability Matching
Bio-based
Carbon containing, from renewable,
non-fossil sources
CARE
Career Average Revalued Earnings
CEO
Chief Executive Officer
CFO
Chief Financial Officer
CGU
Cash Generating Unit
CIPEBT
Croda International Plc Employee Benefit Trust
Code
Financial Reporting Council’s 2018 UK Corporate
Governance Code
CO
2
Carbon dioxide
CO
2
e
Carbon dioxide equivalent
Constant
currency
Current year results for existing business translated
at the prior year’s average exchange rates and
include the impact of acquisitions
CPI
Consumer Price Index
CPS
Croda Pension Scheme
D&I
Diversity & Inclusion
DRIP
Dividend Reinvestment Plan
DBSP
Deferred Bonus Share Plan
EBITDA
Earnings Before Interest, Taxation, Depreciation
and Amortisation
EBT
Employee Benefit Trust
EPS
Earnings per share
ESG
Environmental, Social and Governance
EU
European Union
EVA
Economic Value Added
F&F
Fragrances and Flavours
FCA
Financial Conduct Authority
FRC
Financial Reporting Council
FRS
Financial Reporting Standard
FSP
Free Share Plan
FTSE
Financial Times Stock Exchange
GDPR
General Data Protection Regulation
GHG
Greenhouse gas
Scope 1
emissions
Direct emissions from our own, or controlled
sources
Scope 2
emissions
Indirect emissions from the generation of purchased
electricity, steam, heating and cooling. Croda
reports using the market based method to quantify
scope 2 emissions.
Scope 3
emissions
All other indirect emissions that occur in our
valuechain
GMP
Good Manufacturing Practice
HMRC
HM Revenue & Customs
IFRS
International Financial Reporting Standards
IP
Intellectual Property
IS
Industrial Specialties
ISO
International Organization for Standardization
ISSB
International Sustainability Standards Board
IT
Information Technology
KPI
Key Performance Indicator
LDG
Leadership Development Group
LDI
Liability driven investment
M&A
Mergers and acquisitions
Market
businesses
Consumer Care, Life Sciences, Industrial Specialties
mRNA
Messenger ribonucleic acid
NCI
Non-controlling interest
Net debt
Borrowings and other financial liabilities less cash
and cash equivalents
NGO
Non-governmental Organisation
NPP
New and protected products
Operating
leverage
The degree to which profits are impacted by the
level of asset utilisation
PSP
Performance Share Plan
PTIC
Performance Technologies & Industrial Chemicals
QUEST
Croda International Plc Qualifying Share
OwnershipTrust
R&D
Research and Development
Return on
sales
Adjusted operating profit divided by revenue
RFT
Right first time
ROIC
Return on Invested Capital
RPI
Retail Price Index
RSP
Restricted Share Plan
RSPO
Roundtable on Sustainable Palm Oil
SASB
Sustainability Accounting Standards Board
SBT
Science Based Targets
SDGs
United Nations Sustainable Development Goals
SHE
Safety, health, environment
SHEQ
Safety, health, environment, quality
SIP
Share Incentive Plan
SMEs
Small and Medium Enterprises
SIR
Sustainability Impact Report
STEM
Science, technology, engineering and mathematics
TCFD
Task Force on Climate-related Financial Disclosures
T
Tonnes
TCO
2
e
Tonnes carbon dioxide equivalent
TRIR
Total Recordable Injury Rate
TSR
Total shareholder return
WACC
Weighted Average Cost of Capital
WHO
World Health Organization
Glossary
Croda International Plc Annual Report & Accounts 2023208
Other information