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Annual Report 2024
A connected
brand experience
* On a like-for-like (‘LFL’) basis which removes the impact of
club openings, closures, foreign exchange movements and
discontinued operations.
Contents
Group performance highlights 2024
3
Introduction
4
Investment case
Group Overview
6
Welcome from Chair
and Chief Executive
7
Business model
8
Our brands
9
Global teams and delivery
9
Our culture
10
Market review
Strategic Report
13
Chief Executive’s Statement
15
Strategy
18
Key performance indicators 2023/24
19
Interview Chief Operating Officer
21
Operating review - Grosvenor Casinos
23
Operating review - Mecca venues
25
Operating review - Enracha venues
27
Operating review - Digital
29
Section 172 statement
32
Stakeholder engagement
36
Sustainability
37
Double materiality assessment
40
Customers
42
Colleagues
43
Environment
52
Communities
53
Chief Financial Officer’s review
54
Alternative Performance Measures
57
Improving our risk management
approach
63
Going concern, viability and
non-financial and sustainability
information statement
Governance
66
Chair’s introduction to governance
69
Governance at a glance
70
How we are governed
72
Our Board
74
Our Executive Committee
75
Our culture and workforce
engagement
76
Nominations Committee Report
80
Audit Committee Report
85
ESG & Safer Gambling Committee
Report
89
Finance and Disclosure Committee
Report
90
Remuneration Committee Report
93
Remuneration at a glance
94
Remuneration Policy
100
Annual Report on Remuneration
109
Directors’ Report
111
Directors’ Responsibilities
Financial Statements
113
Independent auditor’s report
120
Group income statement
121
Group statement of comprehensive
(loss) income
122
Balance sheets
124
Statements of changes in equity
125
Statements of cash flow
126
Notes to the financial statements
181
Five-year review
182
Shareholder information
Gambling Act
Review
Page 11
Cross-channel
strategy
Page 19
Safer
gambling
Page 40
Net zero
pathway
Page 43
Workforce
engagement
Page 75
Group underlying NGR*
£734.4m
Reported NGR
£734.7m
Group underlying operating profit*
£46.5m
Group operating profit
£29.4m
Net cash pre IFRS 16
£20.9m
Net free cashflow
£26.6m
Net (debt)
£
(
132.5
)
m
Dividend per share
0.85p
Underlying EPS
5.9p
Basic earnings per share
2.7p
Customer NPS
52
Employee NPS
39
2
The Rank Group Plc
Annual Report 2024
Group Overview
Strategic Report
Governance
Financial Statements
Who we are
Over the course of more than three-quarters
of a century, Rank has entertained many
millions of customers in Britain and around
the world. The Group’s story is one of iconic
brands and talented people.
Our Purpose
To deliver exciting and entertaining
experiences in safe, sustainable and
rewarding environments. We will achieve
this through reflecting the changing
needs and expectations of our customers,
communities and colleagues.
To excite and
to entertain.
Introduction
Seamless customer delivery
Mecca Luton
The Rank Group Plc
Annual Report 2024
Group Overview
Strategic Report
Governance
Financial Statements
3
1
Cash maximisation in bingo
Our bingo operations in both the UK and Spain
are expected to make a positive contribution to
the Group’s profit and cash flow going forwards.
Through the rationalisation of our Mecca bingo
estate, specifically the closing of loss-making
venues and investing in our strong and highly
competitive venues, Mecca has returned to
profitability. Whilst the rationalisation of the
estate has now largely completed, we believe
Mecca can return to double-digit operating
profit in the medium term.
In Spain, our Enracha venues are well invested,
flagship venues. We have scope to further
improve this already very competitive and
profitable Spanish business.
2
Grosvenor recovery and growth
Prior to the COVID-19 pandemic, Grosvenor was
delivering average weekly NGR of £7.5m. With
a combination of the impact of the pandemic
on our customer base and a tightening of
regulation, average weekly NGR fell to £5.9m in
2022/23.
Through improving our approach to risk
management and enhanced customer service
and experience, Grosvenor is focused on
driving average weekly NGR to at least £7m and
beyond in the medium term.
Securing the much needed land-based reforms
in the UK Government’s Gambling Act Review
will provide Grosvenor’s customers with a more
relevant offer and deliver further significant
growth opportunities.
3
Digital growth
The Group’s digital brands have significant
opportunity to grow, holding relatively small
market share positions compared to its venues’
brands.
Following the acquisition of the proprietary
technology, the digital business has been
working through a comprehensive programme
of platform and product enhancements,
all focused on delivering an engaging,
personalised and increasingly cross-channel
customer experience.
Great progress has been made in 2023/24, and
we believe there is opportunity to deliver 8 to
12% compounded annual revenue growth and
margin improvement of over 600 basis points
over the medium term.
4
Gambling Act Review
The UK Government’s review of gambling
legislation and regulation will provide the much
needed and vitally important reforms for land-
based casinos and bingo.
The proposed changes to land-based casinos
and bingo present the Group with a once in a
lifetime opportunity to modernise and broaden
the venues experience.
For further detail regarding the White Paper’s
proposals refer to page 11.
5
Technology and data
Technology and data are key to the
improvements we are making across all
of our businesses. There are four key technology
projects:
Single content management system
Providing the ability to manage all of the website
content for our UK facing brands on a single
system. This enables more appealing and
relevant real-time promotional content and a
smoother customer experience.
App development
Currently, too small a portion of our digital
revenue is driven by our apps. Through
improved functionality and personalisation we
expect to increase our digital app revenues as
we better meet the needs of our customers.
Group-wide central engagement platform
Improving the real-time data capabilities
across our digital and venues businesses is
critical to meeting our customer needs. The
platform is helping us deliver a much-improved
personalised customer offer in a timely manner.
Modernisation of our RIDE platform
We need to keep investing in our proprietary
platform to enable the Group to deliver, at
speed, product and service enhancements to
our customers.
6
Safer gambling
Safer gambling is at the heart of building a
sustainable business for the long term and is
pivotal to our success.
We believe that providing excellent customer
service, safe environments, and protecting
personal data are important factors that
attract customers to our brands and support
sustainable long-term earnings growth.
7
People and culture
Delivering a high-quality service to our
customers depends on our ability to provide
a positive working environment for our
colleagues.
Recruiting and retaining high quality talent,
providing personal development opportunities
and consistently driving colleague engagement
are all critical parts of the relationship we have
with our teams.
Our investment case is centred on the Group
delivering against its strategic objectives.
Further information regarding the Group’s
strategic progress can be found on Strategic Pillar
pages 15 to 17.
Investment case
Positioned to deliver continued growth in revenue and profitability
To excite and to entertain our customers
1
Cash maximisation
in bingo
2
Grosvenor recovery
and growth
3
Digital
growth
4
Gambling
Act Review
6
Safer
gambling
5
Technology
& data
7
People
& culture
Grosvenor, Luton
4
The Rank Group Plc
Annual Report 2024
Group Overview
Strategic Report
Governance
Financial Statements
Group
Overview
In this section:
6
Welcome from Chair
and Chief Executive
7
Business model
8
Our brands
9
Global teams and delivery
9
Our culture
10
Market review
The Rank Group Plc
Annual Report 2024
Group Overview
Strategic Report
Governance
Financial Statements
5
WELCOME
Dear Stakeholder,
We are pleased to share with you The Rank
Group Plc’s Annual Report for the year
ending 30 June 2024; a year which saw us
achieve good progress across our
businesses, developing and delivering a
range of plans focused on prioritising the
customer experience to support future
growth.
Our Strategic Report captures our operational, financial
and sustainability performance across our land-based
venues, digital businesses, operational hubs and central
functions. The Group has delivered a 9% increase in
like-for-like net gaming revenue (‘NGR’) and, alongside
strong cost control, resulted in operating profit more
than doubling in the year.
Whilst we operate a number of market-leading brands,
customers expect a unified playing experience
whether in one of our venues or using our mobile
apps; our continuous focus on delivering a seamless
customer journey cross-channel remains our priority.
This year, our teams have been focused on enhancing
the customer journey so we can personalise their
experiences across our varied brands, making them
more connected and rewarding. Customers will only
continue to interact with our brands if we offer them
the best experience, whether that be in venue or
online. This report outlines many of the delivered
projects aimed at keeping the experience exciting and
entertaining for the 12.8m customers who visited us this
year.
Our Governance Report includes an update on our Non-
Executive team’s oversight of management strategy,
including compliance with regulatory requirements,
adherence to the UK Corporate Governance Code,
effective risk management and representation of
shareholder interests.
Key developments have addressed the Group’s approach
to culture, workforce and wider stakeholder engagement,
as well as the Board’s monitoring of the effectiveness of
internal controls. The Governance Report also includes
an update of the Group’s Remuneration Policy.
Transparency in our reporting is a core obligation and
our disclosure strategy continues to evolve in line with
regulatory changes and stakeholder expectations. We
hope this review provides a clear and understandable
account of our latest performance and, as ever, we
welcome any feedback on our reporting.
Enhancing our customer proposition
Alex Thursby
Chair
John O’Reilly
Chief Executive
6
The Rank Group Plc
Annual Report 2024
Group Overview
Strategic Report
Governance
Financial Statements
Venues
Technology
Platform
Technology
Platform
Brands
Brands
Seamless
Customer
Experience
Venues
Digital
Digital
United Kingdom
International
Opportunities
The Group is exposed to a number
of advantageous dynamics that
combine to present a range of
organic growth drivers
Operating
model
By bringing the Group brand operations through central
technology platforms, Rank can better manage its interactions
with customers, and provide a more intuitive and connected
product experience whilst ensuring player safety
Competitive
advantages
Competitive advantages come from
the company’s approach to risk,
customer engagement culture and
resource management to maximise
revenue
Revenue
streams
We have a
broad range of
complementary
revenue streams
Value
created
The Group creates a number of
outcomes for its varied stakeholders
through the delivery of its strategy
Investors
Underlying LFL
operating profit
£46.5m
Regulators
Breaches/fines
Zero
Good working
relationship
Colleagues
Employee NPS
39
Customers
Customer NPS
52
Communities
Charitable funds raised
£323k
Suppliers
Supplier
relationships
134
Environment
Absolute carbon emissions
22,112 tCO
2
e
A customer-centric, brand-led engagement approach
Delivering a more effective customer proposition and resilient business
BUSINESS MODEL
Underlying EPS
5.9p
Dividend
0.85p
Regulatory changes, delivered through
the Gambling Act Review, providing
more appealing experiences in land-
based casinos and bingo in the UK
Estate refurbishment and
modernisation to attract customers
and optimise our venues
Technology and data provides us with
realtime player insights to improve
customer interactions and optimise
marketing initiatives
Resource efficiency and effectiveness,
including Net Zero Plan realising long-
term cost savings
Pipeline of exciting product
development initiatives across
engagement channels to broaden our
customer base
Geographic expansion into existing and
new territories
UK land-based casino
games
UK and Spanish land-
based bingo games
UK and Spanish
land-based slots and
electronic games
Food and beverage
in our UK and Spanish
venues
Wider entertainment
experiences in our UK
and Spanish venues
UK and Spanish digital
portfolio covering
casino, bingo, slots
and sports
Market-leading brands and high
customer recognition
Talented teams focused on local
markets
Appropriate safer gambling strategies
to create sustainable customer
relationships
Proprietary technology platform
ownership
Progressive employee value proposition
with strategically aligned compensation
to attract and retain colleagues
The Rank Group Plc
Annual Report 2024
Group Overview
Strategic Report
Governance
Financial Statements
7
Leveraging our brands to excite and to entertain
OUR BRANDS
Grosvenor Casinos
The UK’s largest multi-channel casino operator with
51 venues. The brand offers a range of casino table
games, including roulette, blackjack, baccarat and poker
as well as electronic roulette and gaming machines
alongside bars, restaurants and broader entertainment
experiences.
Mecca
Mecca is Rank’s community-gaming brand for the
British market. A national portfolio of 52 venues offering
bingo, gaming machines, great value food and drink and
live entertainment.
Enracha
Digital
Enracha is Rank’s community-gaming business for the
Spanish market. Nine venues offering a range of popular
community games like bingo as well as electronic
casino and slot games, sports betting, great value food
and drink and live entertainment.
Our digital portfolio includes our established market
leading brands, Mecca and Grosvenor for the UK market
and Yo for the Spanish market. The Group also operates
over 80 UK digital-only brands via our proprietary
technology platform and third-party platforms.
Like-for-like net gaming revenue
UK
International
Venues
Venues
£469.9m
(71%)
£38.5m
(55%)
Digital
Digital
£194.6m
(29%)
£31.4m
(45%)
Grosvenor, Leicester
Mecca, Hull
Enracha, Reus
8
The Rank Group Plc
Annual Report 2024
Group Overview
Strategic Report
Governance
Financial Statements
Our culture
Rank’s culture encourages colleagues to
take ownership of their roles and promotes
collaborative working to create supportive
work environments.
Upholding our core values of
Service, Teamwork,
Ambition, Responsibility
and
Solutions (‘STARS’)
,
our colleagues are empowered to play an active role
in driving Rank’s culture, influencing organisational
behaviours, decision-making processes and
interpersonal dynamics, everything which impacts the
Group’s performance, strategic ambitions, sustainable
growth and profitability.
Total colleagues
7,600
Venues colleagues
6,400
Digital colleagues
500
Technology colleagues
300
Corporate colleagues
400
Our global teams and delivery
To support the seamless
delivery of our brands across
our land-based and digital
channels, the Group operates
its technology development,
delivery and operations teams
in a number of strategic
global locations.
UK
Corporate
Venues leadership and
support teams
Venues product and
customer support
Venues and technology support
Digital customer support
Spain
Corporate
Venues leadership
and support teams
Venues product and
customer support
Venues and technology support
Gibraltar
Digital leadership
and delivery
Digital product support
Ceuta
Digital leadership
and delivery
Digital product and
customer support
Mauritius
Technology and
customer support
Group operational
support
South Africa
Technology
development
Malta
Digital product and
customer support
Our values
Service
We start with the customer. We do
everything in our power to deliver special
service every time.
Teamwork
We pull together across brands, channels
and locations to perform at our very best.
Ambition
We challenge the way we do things
and explore new ways to excite and
entertain our customers, and outshine
the competition.
Responsibility
We understand our responsibility to all of
our communities. We act with the highest
integrity and honesty in everything we do.
Solutions
We act positively to get to the heart of
problems quickly and find ways to solve
them.
The Rank Group Plc
Annual Report 2024
Group Overview
Strategic Report
Governance
Financial Statements
9
Evolving customer and industry dynamics
The drivers impacting the Group underpin the potential for an improving cash generation profile
The industry landscape in the UK
and Spain
Regulatory pressures, changing consumer
habits and the economic impact of inflation
have all had an impact on the industry,
with the potential for further market
consolidation. We believe Rank remains well
positioned to manage the risks arising from
these changes and will seek to benefit from
the opportunities they present.
Regulation
Regulation is central to our industry
landscape, with the changing interpretation
of regulations by the UK Gambling
Commission putting pressure on operators
in the market. Our wealth of industry
experience means we have strong processes
and proprietary technology solutions in
place to support our business. We have a
good working relationship with regulators
and welcome the much-needed land-based
reforms.
Customer behaviours
Customer behaviours are constantly
changing but venues continue to play a
huge role in differentiating our offer in the
market. Since the pandemic, we have seen
a lasting impact on some of our customers,
particularly in older customer segments in
our Mecca venues, but we still enjoy strong
customer loyalty. We are using customer
insights to understand how we can deliver
exciting and distinctive experiences that
are engaging, safe and represent value for
money. We continue to develop new games
and formats, build our digital capability and
scale, and evolve the customer offer at our
venues.
Economic pressures
Economic pressures are a key factor for
the industry with higher costs of operation
(employment costs, utilities, supplies). We
are able to manage our input costs due to
our large scale, and to allocate resources
across the estate to better meet customer
demand.
MARKET REVIEW
The UK’s digital gambling market is
fast moving, competitive and subject to
strict regulation, but remains structurally
attractive with clear headroom for growth
over the coming years.
UK digital bingo
Customers are looking for a safe, secure
and intuitive gaming experience, with more
chances to win and easy pay-outs when they
do. Customers want personalisation and
more variety, from promotions that cater for
a wider range of budgets, to the games and
features available. The experience needs
to be increasingly meeting the needs and
expectations of the customer in real-time.
UK digital casinos
Customers want exciting and entertaining
experiences, as well as great-looking sites
that offer the latest games and strong
promotions. They prefer sites that provide
tools to help them control their spend
and reward loyalty.They are looking for
opportunities to have fun, at times the
opportunity to win big, with rapid payment
of winnings.
International digital
Similar to the UK market, the Spanish digital
market is very competitive and subject to
strict regulation. The online bingo market
is the smallest sector, with only a few
well known brands of which Yo Bingo is
the largest. The online casino and sports
betting markets continue to grow quickly
with a wide range of competing brands
providing opportunities for newer entrants
to compete effectively and to grow market
share.
Land-based casinos
In the UK there are currently 117 operating
casinos. In total, 149 licences are in use, as
some casino venues operate through more
than one licence. There are an additional 28
licences held across UK operators which are
not currently in use.
The UK casino market has strict regulatory
requirements which limit the number and
movement of casino licences in the UK,
thereby creating high barriers to entry.
The UK casino market has been constrained
by the number of gaming machines
permitted per licence, with the maximum
number limited to 20.
Globally, there is growing customer demand
for gaming machines and the UK Gambling
Act Review provides a once-in-a-generation
opportunity to extend the appeal of casinos
and to modernise our electronic offering,
enabling the UK land-based casino sector to
better meet the needs and expectations of
customers.
For further details regarding the Gambling Act
Review see page 11.
UK land-based bingo
The UK bingo market is heavily consolidated
with the top three operators holding 63% of
the 248 operating bingo venues.
The bingo market has been in decline for a
number of years so there is a need to evolve
and create more accessible, modern and
lively venues with strong bingo prize boards,
a compelling gaming machine offer, good
value food and drink and live entertainment.
The mix of gaming machines is currently
constrained by outdated legislation which
will be improved subject to the Government
implementing the Gambling Act Review.
Spanish land-based bingo
The Spanish bingo market is very
fragmented with 323 bingo venues.
Bingo has declined in Spain in recent years
against a backdrop of growth in slot arcades
and sports betting.
With this decline in bingo, the stronger
venues with more attractive prize boards
attract bigger audiences, which in turn
delivers higher prizes. The stronger
bingo venues have also broadened their
product range by including electronic
roulette, bingo and other slot games,
sports betting, good value food and drink
and live entertainment.
Macro trends
Venues
Digital
Grosvenor, Blackpool
10
The Rank Group Plc
Annual Report 2024
Group Overview
Strategic Report
Governance
Financial Statements
MARKET REVIEW
The drivers enabling the Group to better
meet its customers’ needs.
In April 2023, the UK Government published its White
Paper outlining policy for the legislation and regulation
of gambling.
The July 2024 election has led to delays to the proposed
secondary legislation, but we expect the legislative
process to recommence in the coming months.
Gambling Act Review
A net positive impact of regulatory change
Machine numbers
in casinos
Allowing 1968 Act casinos to increase the number of
their gaming machines up to 80.
Impact for Rank
Doubling of the number of gaming machines in the
Grosvenor estate.
Benefit for the customer
Deliver a significantly improved customer experience.
Customers will be able to play when they want
without frustratingly long wait times during peak hours
and have access to a broader, more engaging suite
of games.
Delivered through secondary legislation
Machines in
bingo halls
Allowing a 2:1 ratio of Category B to Category C and D
gaming machines in bingo halls, implemented on a
device-type basis.
Impact for Rank
Increase in the number of Category B3 machines
across the Mecca estate and reduce the number
of ageing, high-energy-consuming, reel-based
Category C gaming machines which are less
favoured by our customers.
Benefit for the customer
Deliver a more modern and engaging machine offer
with stronger safer gambling protection measures.
Delivered through secondary legislation
Sports betting
in casinos
Allowing 1968 Act casinos to offer sports betting.
Impact for Rank
Enable all of Grosvenor venues to offer sports betting.
Benefit for the customer
Will enable casinos to better meet customer demand
and broaden the appeal of visiting a UK casino.
Delivered through secondary legislation
Maximum online
slot stakes
Apply a maximum staking limit for online slots play of
£5, reduced to £2 for under 25s.
Impact for Rank
Adversely impact Group operating profit by circa £4m
per annum.
Benefit for the customer
Help to budget expenditure more effectively.
Delivered through secondary legislation
Cashless
payments
on gaming
machines
Removing the prohibition on the use of debit cards
for gaming, subject to the introduction of appropriate
player protection measures.
Impact for Rank
Improves accessibility for customers, enables stronger
customer monitoring and helps tighten security of
operations.
Benefit for the customer
Meets the needs of today’s consumer who do not
expect to have to play with cash.
Delivered through secondary legislation
Statutory levy
Introduction of a statutory levy for research,
prevention and treatment of problem gambling for
all Gambling Commission operating licence holders.
The levy will vary depending on the type of gambling
licence held.
Impact for Rank
Result in incremental annual costs of circa £4m.
Benefit for the customer
Provides more guaranteed financial support for the
treatment from, and prevention of, gambling-related
harm.
Delivered through secondary legislation
The Rank Group Plc
Annual Report 2024
Group Overview
Strategic Report
Governance
Financial Statements
11
Strategic
Report
In this section:
13
Chief Executive’s Statement
15
Strategy
18
Key performance indicators 2023/24
19
Interview Chief Operating Officer
21
Operating review - Grosvenor venues
23
Operating review - Mecca venues
25
Operating review - Enracha venues
27
Operating review - Digital
29
Section 172 statement
32
Stakeholder engagement
36
Sustainability
37
Double materiality assessment
40
Customers
42
Colleagues
43
Environment
52
Communities
53
Chief Financial Officer’s review
54
Alternative Performance Measures
57
Improving our risk management
approach
63
Going concern, viability and non-
financial and sustainability information
statement
12
The Rank Group Plc
Annual Report 2024
Group Overview
Strategic Report
Governance
Financial Statements
CHIEF EXECUTIVE’S STATEMENT
Operational performance
The year to 30 June 2024 saw continued
improvement in trading conditions and in
the financial performance of the Group. All
businesses have delivered good levels of net
gaming revenue (‘NGR’) growth and strong
increases in profitability.
At a Group level, underlying like-for-like
(‘LFL’) NGR of £734.4m grew by 9% against
the prior year.
Grosvenor venues LFL NGR grew 9% year-
on-year, with London growing 10% and the
rest of the UK growing 8%. Customer visits
grew 9% and spend per visit decreased 1%.
Mecca venues LFL NGR grew 8% on the
prior year with customer visits growing
2% and the spend per visit increasing 6%.
44% of the 187,000 new customers in the
year were under 35 years old, reflecting the
continued broad appeal of Mecca.
Enracha venues LFL NGR grew 7% on
customer visits growing 6% and spend per
visit increasing 1%.
Digital LFL NGR grew 12% year-on-year,
towards the top end of the annual growth
opportunity outlined at the November
Capital Markets Day, with particularly strong
growth in the Grosvenor and Mecca cross-
channel brands and in the Yo brand in
Spain.
Digital cross-channel customer revenues
continue to grow faster than overall
Group revenues, up 16% in the year. The
key enabler is the Group’s proprietary
technology platform, which has seen
several critical enhancements successfully
delivered this year. These include a single
content management system across all of
our UK digital brands and a much improved
app for the Grosvenor brand which has
been developed in-house for the first
time. We successfully transferred the UK’s
digital platform to the cloud to enhance
security, scalability and cost efficiency and
completed the single customer engagement
platform serving each of our UK businesses.
With NGR increasing across the Group,
underlying LFL operating profit more than
doubled from £20.1m in 2022/23 to £46.5m
in 2023/24.
NGR
£m
2023/24
2022/23
Change
Grosvenor venues
331.3
305.0
9%
Mecca venues
138.6
127.9
8%
Enracha venues
38.5
35.9
7%
Digital
226.0
202.6
12%
Underlying LFL
1
Group
734.4
671.4
9%
Impact of venue openings, closures and FX
2
0.3
10.5
-
Underlying Group
734.7
681.9
8%
Operating profit
£m
2023/24
2022/23
Change
Grosvenor venues
23.7
16.7
42%
Mecca venues
3.9
(5.6)
-%
Enracha venues
9.6
9.0
7%
Digital
23.4
13.1
4
79%
Central costs
(14.1)
(13.1)
(8)%
Underlying
3
LFL
1
Group
46.5
20.1
131%
Impact of venue openings, closures and FX
2
(0.2)
(1.6)
-
Underlying Group
46.3
18.5
150%
1.
Results are presented on a LFL basis which removes the impact of venue openings, venue closures, foreign
exchange movements and discontinued operations.
2.
A full analysis of these adjustments can be found in the Alternative Performance Measures (‘APM’) section.
3. Before the impact of separately disclosed items.
4. Restated, refer to CFO review for further details.
John O’Reilly
Chief Executive
There are many technology developments in
the roadmap over the coming years to deliver
a full cross-channel seamless experience for
our customers and to maximise this area of
significant competitive advantage. The next
steps include the delivery of a single cross-
channel membership for Mecca customers
in 2024/25, and the development of several
cross-channel products and services for
both the Grosvenor and Mecca brands.
At a Group level, the focus remains on
driving cost efficiencies and ensuring we
operate within an appropriately tight control
framework. Good progress is being made in
enhancing controls and adding automation
within both the finance and people and
culture support functions. To ensure data is
protected and development opportunities
are prioritised appropriately, the Group has
implemented a governance framework for
Artificial Intelligence (‘AI’).
We retain a single programme management
framework across the Group to evaluate,
prioritise, resource and continuously
monitor the key strategic initiatives, which
ensure we continue to meet the needs of
our customers, while driving growth in
revenues and delivering cost efficiencies.
Current trading and outlook
We have made a good start to the new
financial year. We exited 2023/24 with
good momentum which has continued into
2024/25, with Group NGR up 10% for the
first 5 weeks against a strong comparative.
Dividend
The continuing recovery in profitability
combined with the Group’s balance
sheet strength gives the Board the
confidence to propose a resumption of
ordinary dividend payments. The Board is
recommending a final dividend of 0.85p
as a full year dividend. Subject to approval
by shareholders, the final dividend will be
paid on 25 October 2024 to shareholders
on the register on 20 September 2024. The
ex-dividend date will be 19 September 2024.
The Group is also intending to declare an
2024/25 interim dividend alongside its half-
year results in January 2025.
Group liquidity
The Group ended the year with net cash
pre IFRS 16 of £20.9m.
Working capital at the end of the year was
an inflow of £22.4m, due to the Group’s
improved financial performance, which has
resulted in a higher duty payable and the
reinstatement of employee bonuses which
are paid post year end.
In January 2024, the Group successfully
secured a new £120m club facility,
comprising a £30m Term Loan and a £90m
Revolving Credit Facility (‘RCF’). The Term
Loan element expires in October 2026 and
the RCF in January 2027. Both the Term
Loan and RCF have market-typical tenor
extension options which are at the lender’s
discretion.
The new facility retains the two financial
covenants which were applicable to its
previous facilities, net debt to EBITDA
not to exceed 3x and EBITDA to net
interest payable of no less than 3x. There
is an additional covenant referred to as
a Fixed Charge Cover ratio, where (net
interest payable plus operating leases) to
(EBITDA plus net operating leases) can
be no less than 1.5x. The Group expects to
retain significant headroom against these
covenants.
Enhancing the customer proposition
across our brands and channels
The Rank Group Plc
Annual Report 2024
Group Overview
Strategic Report
Governance
Financial Statements
13
CHIEF EXECUTIVE’S STATEMENT
High
standards
of business
conduct
underpin
everything
we do at
Rank.
Regulatory update
Publication of the Government’s White
Paper into gambling reforms was made in
April 2023 and the start of 2023/24 saw
a number of Gambling Commission and
DCMS-led consultations launched with
the intention of exploring how best to
apply the public policies contained in the
White Paper. For Rank, the most material
consultation of the year related to the much-
needed land-based reforms for casino
and bingo. In May 2024, the Government
published its response to the consultation,
outlining how the various reforms would
be delivered and the proposed secondary
legislation to bring them into being. We
welcomed the details of the Government’s
consultation response, noting that it
signified another important step closer to
the legislation which will enable Rank’s
Grosvenor and Mecca venues to better meet
the needs of our customers.
The July general election inevitably delayed
the proposed secondary legislation but, with
a new Labour Government now in place and
a new DCMS ministerial team appointed,
we expect the passage of legislation to
recommence in the coming months.
Sustainability update
Our sustainability strategy is now well-
established; it focuses on the four key areas
of Customers, Colleagues, Environment
and Communities.
Customers
Our commitment to our customers is
unwavering. We continue to prioritise the
safety of our customers, ensuring that they
enjoy a frictionless experience, while going
beyond compliance to minimise the risk of
harmful play. By harnessing increasingly
advanced data modelling, we have been able
to identify potentially vulnerable customers
earlier and with greater precision.
Furthermore, we are focused on utilising
new technologies to enhance our
proposition, to improve our customer
service response times and to make
the customer experience increasingly
personalised and relevant. These measures
are part of our ongoing efforts to safeguard
our customers whilst delivering an exciting
and entertaining experience.
Colleagues
Our colleagues are at the heart of what we
do. This year, we have focused on weaving
our employee value proposition, Work. Win.
Grow., into every facet of our operations.
We believe that investing in our people is
crucial to our continued success. To ensure
our venue colleagues are engaged and
aware of developments within our business,
we launched the Connect platform. Our
colleagues can now access company
information more easily online or through
an app; this is already fostering a stronger
connection between our colleagues and
the business. We are proud to have an
employee engagement score of 79%, up
7ppts, and an employee NPS score of 39, up
from 14 in the prior year.
Environment
Our journey towards a sustainable future
continues to gain momentum. We have
made significant progress on our Net
Zero Pathway, including the completion
of baselining energy use data in our 40
highest-consuming UK venues. Additionally,
we have completed Scope 1, 2 and 3
emissions baselining for all our Spanish
venues. This year, we commenced our Scope
3 assessment in the UK which will include
engaging with suppliers to gain a complete
picture of our emissions profile across the
value chain.
The success of our decarbonisation
efforts relies in part on the actions of
our colleagues. We therefore launched a
cultural programme as part of the Net Zero
Pathway and have been raising awareness
for more energy-conscious behaviours such
as our energy-efficient lighting initiative.
Energy consumption monitoring has been
valuable in demonstrating the immediate
effect of behavioural change on energy
use, and introducing monthly league tables
has been a great success in encouraging
our venues’ teams to think about energy
consumption. As a result of these efforts,
emissions have fallen by 11%, underscoring
the effectiveness of our early initiatives.
Communities
This year, we celebrated ten years of our
partnership with Carers Trust, raising
£323,114.44 for this deserving charity. It
has been inspiring to see our colleagues
participate in various fundraising initiatives,
demonstrating our collective commitment
to making a positive impact, and we look
forward to continuing to work with Carers
Trust. Beyond our Group-wide charity
partnership, Rank continues to occupy a
central role in the communities where we
operate. As such, we want to support local
need, whether that is providing spaces in
our venues for groups to use as meeting
places for events, to colleague fundraising
for charities and local initiatives. This year,
our colleagues have supported a wide range
of causes close to their hearts and, through
bake sales to sponsored runs, have raised
over £58,000 in donations. Our ongoing
community engagement reflects our
dedication to supporting and enriching the
lives of those around us.
High standards of business conduct
underpin everything we do at Rank.
Compliance remains a central focus,
and we ensure that we act in accordance
with all relevant regulations in each of
our operating locations. Anticipating the
impact of new regulations on sustainability
reporting, we have proactively begun
to align our disclosures to meet these
requirements. This year, we conducted a
double materiality assessment process
to better position ourselves for future
reporting obligations, reaffirming
our commitment to transparency and
accountability.
As we look back on the achievements of
2023/24, we are proud of our progress
and remain steadfast in our commitment
to sustainable and responsible business
practices.
John O’Reilly
Chief Executive
John O’Reilly
Chief Executive
14
The Rank Group Plc
Annual Report 2024
Group Overview
Strategic Report
Governance
Financial Statements
STRATEGY
Significant organic growth potential
Strong market drivers support Group initiatives
Provide a seamless and tailored
experience for customers across
venues and online.
2023/24 progress
Completed the build of a central
engagement platform to house all of
our customer data regardless of channel,
thereby providing a more holistic view
of the customer
Single sign-up for new Mecca customers
launched
In-house developed Grosvenor app
launched
Mecca and Grosvenor venues online
content improved
Homepage personalisation launched
for Mecca and Grosvenor
Continued improvement of our live casino
experience driving our credentials as the
‘home of live casinos’
Tailored cross-channel reward
programmes launched for both Mecca
and Grosvenor customers
Outlook for 2024/25
Single membership system for Mecca
customers
New joint liquidity Mecca game, across
venues and online
Enracha brand to be standardised cross-
channel
In-house-developed Mecca app
Ongoing technology development to
support our single view of a customer
Ongoing product development to drive
distinctiveness through offering popular
venue games online
Strategic pillar 1
Percentage of venue
customers that play with
us online
Grosvenor
5%
Change from previous year
0ppt
Mecca
10%
Change from previous year
+1ppts
Percentage of digital
NGR from cross-channel
customers
Grosvenor
30%
Change from previous year
2ppt
Mecca
20%
Change from previous year
0ppts
Our strategy is focused on
generating long-term
sustainable shareholder value.
We have made considerable
progress which ensures
significant opportunity in
the next phase of the plan.
To ensure we deliver on our purpose, we
have set out clear aspirational plans that
form our strategic intent. For now, we are
investing for growth to return Grosvenor
to its 2019 revenue levels, maximise the
cash generation from our bingo venues
businesses, drive digital growth and
deliver the opportunities presented by
the Gambling Act Review. By improving
talent and capability in critical areas
and developing our proprietary
technology platform, we will lay the
foundations for international expansion,
as well as improving our cross-channel
proposition.
In the medium term we will balance
investment and returns as we implement
the outcomes of the Gambling Act
Review, test international expansion
concepts, and further scale our digital
business. In the longer term, our target
is to become highly cash generative,
progressively building shareholder
returns.
Grosvenor, Gloucester Road, London
The Rank Group Plc
Annual Report 2024
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15
2023/24 progress
Proprietary technology platform fully
migrated to the cloud providing greater
scalability
Platform modernisation underway to
improve resilience and deliver efficiencies
Single content management system
successfully launched, providing brands
with the ability to quickly respond to
changing customer needs
Sportsbook capabilities further developed
in the year, principally focused on
improving customer experience around
key sports and providing better value to
our customers
Marketing investment increased in the
year, with key sponsorship deals secured,
including Mecca’s sponsorship of ITV’s
popular daytime show, Loose Women
YoBingo.es successfully launched live
streamed bingo in the year
Outlook for 2024/25
Through our Next Gen project we
will deliver more tailored customer
experiences, promotions and functionality
Launch live streams and chat for sports
through YoSports.es
Develop our Spanish online bingo platform
to further improve its resilience and ability
to scale
Complete the licensing process to launch
Yo Bingo in Portugal
Drive digital growth powered by our
proprietary technology and live
play credentials.
Strategic pillar 2
Digital NGR
UK
£194.6m
Change from previous year
+13%
International
£31.4m
Change from previous year
+5%
Digital customer numbers
UK
1,047k
Change from previous year
-9%
International
56k
Change from previous year
+17%
Continuously evolve our venues
estate with engaging propositions
that appeal to both existing and
new customers.
2023/24 progress
The refurbishment of our Leicester
Grosvenor casino completed in July 2024,
and works have started on the major
refurbishment of our flagship Grosvenor
Victoria casino in London
Improved the curb appeal of a further
16 Mecca and six Grosvenor venues with
external upgrades
Planning for the implementation of the
land-based reforms is complete with
some works already commenced in some
venues. Further works await clarity on the
timing of the Gambling Act Review
Further supported our gaming machine
growth in Mecca with the refurbishment of
a further 20 gaming machine areas
Key product investment delivered. In
Mecca we introduced 1,000 new Mecca
Max tablets and 500 new gaming
machines; in Grosvenor we introduced 120
new Aristocrat gaming machines and over
240 new electronic roulette terminals
Outlook for 2024/25
Major refurbishment programmes at three
Grosvenor venues, including The Victoria
casino in London
Upgrade of 200 gaming machines in
Grosvenor
Refurbishment of a further eight Mecca
gaming machine areas
External upgrades to an additional five
Mecca venues
Investments in new bingo display screens
in a number of Mecca venues to support a
more experiential gaming experience
Additional 1,000 new gaming machines
rolled out across the Mecca estate
Strategic pillar 3
Venues LFL NGR*
Grosvenor
£331.3m
Change from previous year
+9%
Mecca
£138.6m
Change from previous year
+8%
Enracha
£38.5m
Change from previous year
+7%
Venues’ strategic
investment
Grosvenor
£14.0m
Change from previous year
+7%
Mecca
£5.0m
Change from previous year
+35%
Enracha
£1.0m
Change from previous year
+67%
Venues NPS
Grosvenor
71
Change from previous year
+25%
Mecca
78
Change from previous year
0%
Enracha
56
Change from previous year
+56%
STRATEGY
Significant organic growth potential
* Following a review of the KPIs for each strategic pillar, the Group has concluded that venues NGR is a
better KPI to measure performance against Strategic Pillar 3 and as a result customer numbers, which
have been disclosed in previous years, shall no longer be disclosed here.
Grosvenor, Leicester
16
The Rank Group Plc
Annual Report 2024
Group Overview
Strategic Report
Governance
Financial Statements
STRATEGY
Significant organic growth potential
Be passionate about the
development and wellbeing of
our colleagues and the
contribution we make to our
communities.
Build sustainable relationships with
our customers by providing them
with safe environments in which
to play.
2023/24 progress
Further development of ‘Hawkeye’, the
Group’s 24/7 live monitoring tool for online
customers, providing more personalised
and tailored customer interactions
Grosvenor’s Risk App was updated, now
providing real-time notifications for
colleagues to help provide better support
for customers
We continued our committment to
ensuring our colleagues are provided with
effective safer gambling training, with
various safer gambling training courses
delivered to both frontline and support
office colleagues
We completed the rollout of Playsafe
across our Mecca estate providing
Mecca, colleagues with greater visibility of
customers machine play
Outlook for 2024/25
Upon receiving clarification regarding
the implementation of the Gambling
Act Review, the Group will complete
the delivery of the required changes,
specifically regarding customer
affordability, slots staking limits
and marketing preferences
Continue to develop Grosvenor’s
approach to safer gambling with more
personalised customer journeys based on
individual risk and affordability
Continue our focus on delivering safer
gambling interactions through great
customer service
2023/24 progress
Launched a new Group-wide
communication and engagement app,
Connect, providing all colleagues with the
opportunity to engage with content and
colleagues across the Group
Launched a new Group-wide learning
platform providing colleagues with flexible
and accessible learning content
Delivered a programme aimed at our
high-potential female leaders to better
help them define their career paths
Completed the installation of smart-
sensing devices, PRISM, at our 40 highest
energy-consuming sites in the UK so
we can now capture data from every
plugged-in asset
Baselining of our Group-wide Scope 3
emissions started in the year; we expect to
complete the exercise by end of calendar
year 2024
Launched Rank Planet, our environmental
cultural change programme, supporting
our net zero goals
Outlook for 2024/25
Continue the development of our people
systems ensuring we drive operational
efficiencies through payroll optimisation
Roll out a Group-wide volunteering
policy aimed at offering volunteering
opportunities to help our local
communities and our charity partner,
Carers Trust
Baselining of Group-wide Scope 3
emissions to be completed with an
approved reduction action plan
Strategic pillar 4
Strategic pillar 5
Employee NPS
+39
Change from previous year
+179%
Females in senior
management
34%
Change from previous year
-1ppt
Carbon emissions tCO
2
e
22,112
Change from previous year
-11%
Total charitable funds
raised
£323k
Change from previous year
+14%
Safer gambling eNPS
+69
Change from previous year
+30%
Customer safer gambling
feedback score
84%
Change from previous year
+6ppts
UK digital customers using
safer gambling tools
31%
Change from previous year
+1ppts
Mecca, Luton
The Rank Group Plc
Annual Report 2024
Group Overview
Strategic Report
Governance
Financial Statements
17
Underlying
1
net gaming revenue (‘NGR’)
Underlying NGR is an indicator of the Group’s top-line
growth. It is revenue retained from the amounts staked
after paying out customer winnings and deducting
customer incentives. Underlying NGR increased by 9%
in the year with all business units in growth.
2023/24
£734.4m
2022/23
£671.4m
2021/22
£622.3m
Net debt
Net debt is calculated as total borrowings less cash and
short-term deposits. Net debt decreased in the year due
to improvements in cash generated from operations.
2023/24
£132.5m
2022/23
£174.9m
2021/22
£164.8m
Underlying
1
operating profit/(loss)
Underlying operating profit provides a picture of the
underlying performance and is a key indicator of the
Group’s success in delivering top-line growth while
controlling costs. Underlying operating profit increased
131% in the year with all business units in growth.
2023/24
£46.5m
2022/23
£20.1m
2021/22
£42.1m
Key performance indicators 2023/24
Consistent performance
Financial KPIs
Stakeholder KPIs
Dividend per share
Dividend per share is the sum of declared dividends
issued by the Company for every ordinary share
outstanding.
The continuing recovery in profitability combined with
the Group’s balance sheet strength gives the Board
the confidence to propose a resumption of ordinary
dividend payments.
2023/24
0.85p
2022/23
0p
2021/22
0p
Customer net promoter score (‘NPS’)
NPS is a key indicator of customer loyalty by looking at
their likelihood of recommending our offer. Customer
NPS increased to 52 from 43 in the prior year.
2023/24
+52
2022/23
+43
2021/22
3
+56
Colleague net promoter score (‘eNPS’)
NPS is a key indicator of colleague engagement and
loyalty towards the Group. Colleague NPS increased to
39 from 14 in the prior year.
2023/24
+39
2022/23
+14
2021/22
+7
Underlying
1,2
EPS
Underlying EPS is a key indicator of the Group’s
growth before allowing for separately disclosed items.
Underlying EPS increased to 5.9p.
2023/24
5.9p
2022/23
1.1p
2021/22
4.0p
1.
Underlying measures exclude the impact of amortisation of
acquired intangibles; profit or loss on disposal of businesses;
acquisition and disposal costs including changes to deferred
or contingent consideration; impairment charges; reversal of
impairment charges; restructuring costs as part of an announced
programme and discontinued operations, should they occur in
the period. Collectively these items are referred to as separately
disclosed items.
2. Before discontinued operations.
3. Excludes digital scores which were not available for 2021/22
Grosvenor, Luton
Enracha, Don Pelayo
18
The Rank Group Plc
Annual Report 2024
Group Overview
Strategic Report
Governance
Financial Statements
INTERVIEW
Spending behaviour:
And in terms of
assessing possible value to the brands,
across both existing and new customers,
we believe that cross-channel customers
are worth more to our businesses than
customers who only play with us through
one channel.
So how is Rank evolving to meet the
change in customer needs?
We are focusing on five key areas:
Integrated and seamless engagement:
We are progressing towards integrated
cross-channel engagement, moving from
standalone channels to a unified customer
experience.
Customer understanding:
We have
historically had anecdotal evidence of
customer preferences due largely to data
limitations resulting from separate accounts
for venues and digital platforms. We are
evolving towards a real-time ‘single view’
of the customer to improve personalised
experiences.
Colleague engagement:
To achieve this
we need an internal emphasis on creating
a unified mindset for delivering seamless
experiences across both venues and digital
platforms amongst our colleagues.
Technology development:
To underpin
these objectives, we have already made
significant progress by acquiring
proprietary digital gaming platforms,
launching single wallets and developing
single customer views. Our future
improvements will focus on new mobile
apps, single account and wallet systems, the
integration of venue management systems,
contactless technology and enhanced
content management.
Data and insight:
Previous customer
tracking focused on individual channels in
real-time. The development of our Central
Engagement Platform (‘CEP’) is enabling us
to capture real-time customer data across
both venue and digital channels.
Jon Martin
Chief Operating Officer
Jon Martin, Rank’s Chief
Operating Officer, is responsible
for the development and delievery
of Rank’s cross-channel customer
experience for the Group’s UK
brands, Mecca and Grosvenor.
Here Jon talks through why this is
a key strategic priority for the
Group and how it must orientate
itself to meet the changing needs
of its customers.
Jon, you are part of the team
driving Rank’s growth, specifically
through enhancing the customer’s
cross-channel experience. Why is
this important for Rank?
Historically, Rank has addressed its
customer audiences via two distinct channels
– venues and online. Due to channel-specific
technology and team structures, customer
relationships have typically been conducted
independent of each other, regardless of
whether a customer played with us in both
environments. This single-channel approach
to customer service limits our understanding
and ability to meet their needs.
Customers expect a seamless experience
whether engaging with the brand in a venue
or online. To ensure we better meet their
needs, we must deepen our understanding
of their motivations and remove the barriers
that prevent a seamless engagement with
us.
Customers are looking for unique
experiences and rewards, the ability to
socialise more – especially in venues – an
increased chance of winning and always the
thrill of playing.
We must provide our customers with more
reasons to choose our brands by widening
the variety of games, engendering a sense
of belonging and community, providing
recognition and rewards for cross-channel
play and ensuring the ease and convenience
of participation to enhance brand trust
and credibility.
This is not simply about converting single-
channel users to multi-channel users but
about delivering brilliant experiences
across all touchpoints, whenever and
wherever the customer chooses to play
with us.
Rank is effectively reorienting towards
an improved customer-centric model,
enhancing both in-venue and digital
experiences, to unlock significant value.
What gives you the confidence that
Rank is well placed to deliver on this
for both its customers and its
shareholders?
There are a number of dynamics in our
favour which I will break down into three
areas:
High cross-channel play:
We know that
57% of regular casino customers and 50%
of regular bingo customers play both in
venue and online. So, if you compare that
with the fact that just 5% of our Grosvenor
venues customer base and 9% of our Mecca
venues customer base also play with us
online, we have immediate headroom for
organic growth.
Potential market:
Grosvenor venues enjoy
a 36% share of the UK land-based casino
market, whilst Mecca has 22% of the UK
land-based bingo market, yet we only enjoy
a small single digit percentage of the overall
online gambling market.
There are approximately 400,000 regular
casino cross-channel customers and
800,000 regular bingo cross-channel
customers in the UK, representing a large
potential market for us to acquire.
Customers expect a
seamless experience
whether engaging with
the brand in a venue
or online.
Using technology to deliver a seamless
and personalised customer experience
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Jon Martin
Chief Operating Officer
How will these translate into the
customer experience?
There are many touchpoints in a customer
journey, however we are currently focused
on the following key priorities:
Single account
Customers expect their engagement with
the brand to be consistent, irrespective
of channel. Asking a customer to create
separate accounts for different channels
is inconvenient and a source of customer
frustration.
Single wallet
Customers want to be able to readily move
funds between their venues and online
accounts. We currently have this provision
for our Grosvenor customers and it will be
an area of focus for Mecca in 2024/25.
Cross-product venue wallet
Once in venues, our customers should
be able to enjoy the complete venues
experience through their wallet, e.g. pay
for chips at cash desk and then cash in
their gaming machine winnings, all through
one unified wallet.
Personalisation
Our customers want to be recognised once
they interact with our brands and quickly
access their favourite games. We also need
to make sure we are providing relevant
promotions linked to their preferences.
Brilliant venues website pages
Customers move between channels
seamlessly today, including using the
digital experience to plan their venue
experience. We want to enable Mecca
and Grosvenor customers to be able to
plan their visit online when they visit on
a particular day.
Do we have any early signs
of success?
We do. In Grosvenor, we have 53k cross-
channel customers (representing 21% of
our digital base and 5% of our venues base).
This cohort contributed £20.4m in 2023/24,
up 13% on the prior year, and represents
10% of total UK digital revenue.
Likewise with Mecca, we have 58k cross-
channel customers (representing 19% of
our digital base and 9% of our venues base).
They contributed £17.0m in 2023/24, up
18% on the prior year, and represented 9%
of total UK digital revenue.
How far is Rank on this journey
and what can we expect next?
It has been a busy few years and we have
worked hard to put in place the right
technological foundations. This investment
has been a key enabler in delivering a
seamless customer experience.
Clearly the acquisition of the proprietary
technology platform, through the
acquisition of Stride Gaming plc, was a key
strategic move for the Group; the platform
is now well established and entering its next
phase as we further modernise under our
‘Next Gen’ project, helping to drive greater
resilience and efficiencies. We have now
successfully moved the platform to the
cloud after being hosted on physical servers
for many years. The cloud infrastructure
provides the platform with much greater
flexibility and scalability.
Historically, we had multiple content
management systems (‘CMS’) delivering
brand content to our customers. During
the year we successfully migrated our key
brands onto a single CMS. Operating a
single CMS means customers can benefit
from material site speed improvements,
greater site stability and accelerated speed
of product development.
Key delivery milestones
JUNE 2025
All microservices
APRIL 2025
Yo platform upgrade
DECEMBER 2024
Mecca app
APRIL 2024
Launch of live bingo (Spain)
MARCH 2024
Grosvenor app
Single CMS (Mecca
and Grosvenor)
DECEMBER 2023
Spanish licence to Ceuta
NOVEMBER 2023
Cloud migration
OCTOBER 2023
Central Engagement Platform
(CEP)
AUGUST 2023
Single CMS (Bella)
We have also started to improve the
presentation of our venue experience
on our brand websites, with virtual
tours now available for all of our Mecca
venues. Personalisation is a key element
of successfully engaging with our cross-
channel customers and this year we
launched personalised online customer
journeys for our Mecca and Grosvenor
customers, prioritising the presentation of
games they like both in-venue and online.
Having extended our gaming propositions
from single to multi-channel and then
towards driving cross-channel relationships
over the past few years, we are firmly
targeting truly seamless cross-channel
experience.
It’s clear that we need to further consolidate
individual customer accounts that exist in
both land-based and online brands. This
will continue to streamline player data sets
and enable us to better assess their real-
time playing behaviours, allowing us to
craft appropriate engagement activities.
Our newly launched Central Engagement
Platform (‘CEP’) is a key tool in this regard.
Operationally, we have started to remove
silos and single-channel operations to
support this – best exemplified when
designing experiences rather than
channels for our customers. This requires
us to further standardise technologies and
increase product integration along with a
continued shift in internal mindset from
cross-channel to seamless brand delivery.
Rank’s digital transformation strategy is
setting a robust foundation for a future
where a seamless customer experience
isn’t just an aspiration but a reality. By
integrating sophisticated technology with a
deep understanding of customer needs and
behaviours, Rank is not only responding
to current trends but helping to shape the
future of the gaming and entertainment
industry.
The strategic enhancements in cross-
channel engagement, along with a
sharp focus on personalised customer
experiences, signify Rank’s commitment
to excellence and innovation. This
commitment is already showing promising
results, delivering tangible benefits to
customers and shareholders alike.
20
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Key performance indicators
2023/24
£m
2022/23
£m
Change
LFL
1
NGR
331.3
305.0
9%
London
108.1
98.0
10%
Rest of the UK
223.2
207.0
8%
Total NGR
331.3
306.3
8%
LFL
1
underlying
2
operating profit
23.7
16.7
42%
Total profit/(loss)
16.5
(35.4)
-
1.
Results are presented on a like-for-like (‘LFL’) basis which removes the impact of club openings, club
closures, foreign exchange movements and discontinued operations.
2. Before the impact of separately disclosed items.
Grosvenor venues
An improved customer experience
Market dynamics
Grosvenor has the largest
market share at 36%, the
largest number of venues
at 51 and the highest
brand awareness in the UK
With the largest number
of casino licences and the
largest average footprint
by venue, Grosvenor is
best placed to benefit
from legislative change
Customer profile
Broad and ethnically
diverse customer base,
with high retention rates
amongst core customers
and a large number of
first-time visitors every
year
Electronic gaming has
been an increasingly
attractive product vertical
driving visits growth and
spend per visit
Through increasing the
gaming machine offer
and making sports betting
available in Grosvenor
Casinos we will broaden
the appeal of casinos
Strategic plan
Organic
Improve approach to risk
management providing
player protection without
undue friction
Reposition customers at
the heart of the business
to improve experience
Personalise customer
journeys with seamless
interaction between digital
and venues
Investment
Doubling the number of
gaming machines by
2027/28 and introducing
sports betting
Cost-effective
refurbishments to bring
to life a refreshed modern
customer proposition
Relocating sub optimal
venues to maximise
benefit of the Gambling
Act Review
A ‘test and learn’ approach
to investment, providing
a prudent approach to
capital investment
Grosvenor continues
to see strong and
consistent growth in
all gaming products.
Grosvenor, Gloucester Road, London
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The rest of the UK also saw performance
continue to improve with NGR up 8% on
customer visits up 9%.
With 4,200 colleagues across
Grosvenor’s 51 venues, employment was
the major area of cost increase in the
year. Employment costs increased by
£17.6m with pay rises heavily focused
towards the lower paid colleagues.
Despite wage pressures, the improved
revenue combined with the significant
operating leverage within the Grosvenor
business delivered a 42% growth in
underlying LFL operating profit of
£23.7m.
At a statutory level, operating profit
improved from a loss of £35.4m in
2022/23 to a profit of £16.5m in 2023/24,
including a net impairment charge
of £5.9m, principally driven by the
underperformance against expectations
of one venue.
Grosvenor continues to see strong
and consistent growth in all gaming
products. Electronic roulette revenues
grew 11% in the year, gaming machine
revenues grew 9% and table gaming saw
revenues grow 9%.
£6.4m was invested in new products
during the year. Principally, this was in
the form of replacing electronic roulette
terminals, roulette wheels, gaming tables
and supporting equipment. The business
typically leases gaming machines or has
contracts on a revenue share basis. In
the year, Grosvenor introduced gaming
machines from Aristocrat and Blueprint,
as well as upgrading Novomatic and
IGT machines across the estate. There
is considerable opportunity, following
the anticipated land-based legislative
reforms, to broaden the range of gaming
machine content across the Grosvenor
estate to increase the excitement and
entertainment for our customers.
In addition to product renewal, £7.6m
was invested in the property facilities
in the year. This included external
signage and decoration works at the
Northampton, Manchester (Bury New
Road), Reading and Great Yarmouth
casinos, plus smaller investments
in a number of other Grosvenor
venues. At the year end, Grosvenor
Leicester was nearing completion of
a full refurbishment, including the
development of an extensive sports
viewing facility, which will be converted
to a sports betting arena once permitted.
Investment in heating, air conditioning,
health and safety and other general
infrastructure amounted to £5.0m in the
year reflecting the continued catching up
following a period of underinvestment
during the COVID-19 pandemic.
Grosvenor successfully completed the
GamCare Safer Gambling Standard
assessment, being awarded the gold level
accreditation.
Grosvenor venues
Strengthening our team
The Grosvenor management team was
strengthened early in the year with
the appointment of Mark Harper as
Managing Director and Samantha Collins
as National Operations Director. Further
people changes throughout the business
have helped to improve the focus on the
quality of the customer experience and
operational execution. Customer Net
Promoter Scores (‘NPS’) climbed steadily
throughout the year to reach 68 (30 June
2023: 64), whilst colleague engagement
scores have reached a new high of 79%
(30 June 2023: 70%).
Grosvenor venues LFL underlying NGR
was £331.3m, a growth of 9% over the
prior year. This is an acceleration on the
3% growth delivered in 2022/23 as the
business continues to recover from the
impact of lockdowns, the slow return of
international customers, particularly to
London’s casinos, and the tightening of
affordability restrictions in recent years.
Average weekly NGR, which was £7.5m
in the nine months prior to lockdown in
2019/20, grew from £5.9m in 2022/23
to £6.3m, highlighting the further
opportunity to grow revenues, even
before the much-needed and anticipated
legislative reforms. Active LFL customers
in the year grew 2%, reflecting the
continued improvements being made
in managing customer affordability
risk through improvements in systems,
processes and in the skills of our
colleagues.
Grosvenor’s London casino estate grew
revenues by 10% with customer visits up
11%. The higher footfall casinos, lower
stakes venues which attract tourists and
London commuters performed strongly
in the year. The higher-end venues,
which have historically attracted high
net worth international customers,
continued to perform softly relative to
the pre-Brexit position.
Grosvenor, Luton
Grosvenor, Gloucester Road, London
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Key performance indicators
2023/24
£m
2022/23
£m
Change
LFL
1
NGR
138.6
127.9
8%
Total NGR
138.9
136.3
2%
Underlying
2
LFL
1
operating profit/(loss)
3.9
(5.6)
-
Total (loss)
(1.7)
(74.1)
98%
1.
Results are presented on a like-for-like (‘LFL’) basis which removes the impact of club openings, club
closures, foreign exchange movements and discontinued operations.
2.
Before the impact of separately disclosed items.
Market dynamics
The UK bingo market is
heavily consolidated – the
top three operators hold
63% of the UK bingo market
Mecca has 26% market
share of bingo with 23%
of the gaming machine
market and 27% of
customer visits
Against a tough gaming
market landscape, land-
based bingo has proven
comparatively resilient,
outperforming other land-
based gambling
Land-based gaming
machines have proved
particularly resilient
Customer profile
Mecca’s network of
venues continues to have
broad appeal across
age and gender, ranging
from those looking for
experiential nights out to
regular bingo enthusiasts,
all looking for good value
entertainment
Mecca’s focus is on
retaining its loyal, high-
frequency customers,
attracting a new
generation through
events, food and drink,
as well as revitalised
bingo and a modern and
vibrant gaming machine
experience
Strategic plan
Organic
Maintain portfolio of
stronger venues
Focus on delivering a
compelling bingo game
Continue to develop our
food and beverage offer to
meet changing customer
needs
Investment
Continue with the
gaming machine area
refurbishments in key
venues. Early results show
strong gaming machine
revenue growth and
payback within two years
Continue with targeted
investment in our external
presentation to deliver
visits and new member
growth
A good value food and
beverage offering is
important to a younger,
more occasional,
customer and we
are evolving our offer
accordingly
Thrilling and more
experiential delivery of the
core bingo product using
large screen technology
Trialling electronic
payments for interval
bingo games
Mecca venues
An attractive proposition
The result of estate
rationalisation has been
the creation of a stronger
and more competitive
estate with higher liquidity.
Mecca, Luton
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the expected delivery of the land-based
legislative reforms, which will enable
up to 50% of machines to be category
B3 machines, by far the most popular
machines with bingo customers.
The interval bingo game grew LFL
revenue 7% in the year, with food and
beverage sales growing 6%.
With a more vibrant Mecca estate, the
experience for our customers also
improved, reflected in the customer NPS
of +78. Significantly, Mecca’s employee
engagement level continues to grow,
from 75% in 2022/23 to 83% in 2023/24.
Underlying LFL operating profit in the
year was £3.9m, a strong recovery from
the loss of £5.6m in the prior year. The
key cost increase was employment
costs which grew by 12% due to the
continued investment in our colleagues,
particularly those on lower hourly pay
rates.
Statutory operating loss for the year
was £1.7m following a net impairment
charge of £5.3m. Whilst there are a large
number of impairments and impairment
reversals, driven by the sensitivity of
changes to financial forecasts at a venue
level, the net impairment charge is
primarily driven by a small number of
venues that have underperformed our
expectations.
Capital investment in the year was
£14.1m. £1.2m of this was regarding
improvements to the branding and
external appearance of six venues. At the
year end, 15 out of the 52 Mecca venues
have received investment in external
signage and décor since 2022. £3.5m
was invested in improving the gaming
machine areas within 17 Mecca venues;
20 Mecca venues now have redesigned
and refurbished gaming machine
areas since the investment programme
commenced. Both the investment in
external signage and interior gaming
machine areas are delivering strong
returns and will continue into 2024/25.
An additional £3.5m was spent in the
year on refreshing new product across
the remaining estate and a new reporting
and monitoring system, Playsafe,
which provides colleagues with greater
visibility of customer’s machine play was
rolled out across the year.
Capital investment in infrastructure
amounted to £4.0m and this was
primarily centred on air conditioning
systems, boilers, electrical works and
other renewals.
Overall, 2023/24 was a positive year
for the Mecca business, returning to
profitability with a rationalised and
revitalised estate, a strong management
team, improving revenue growth and
good momentum entering 2024/25.
Mecca venues
Reinvigorating the brand
The Mecca business has undergone a
considerable rationalisation of the estate
following the impact of the pandemic
on both customer numbers and visit
frequency. In 2018/19, Mecca had 82
venues; we have ended 2023/24 with
52 venues. Four venues were closed in
the year and, with one further closure
anticipated in 2024/25, that will
complete the rationalisation process
other than in the context of specific
property lease events which may arise
over the coming years. The result of this
rationalisation has been the creation of
a stronger and more competitive estate
with higher liquidity, namely higher
visits and therefore more attractive prize
boards.
Mecca grew LFL NGR by 8% in the year.
LFL visits grew 2% and the average
customer spend per visit grew 6%. LFL
active customers grew by 1%.
Mecca continues to attract very large
volumes of new customers with over
187,000 new memberships in the year.
44% of these new customers to Mecca
are under 35 years of age, demonstrating
the continued strong appeal of bingo
when provided in a contemporary
environment, with good value prices and
attractive prize boards.
NGR from main stage bingo, the primary
game played within Mecca’s venues,
grew 11% on the prior year with LFL
revenues 11% ahead of pre-pandemic
2019 levels. Main stage bingo is the
principal driver of customer visitation,
and this growth underpins the longevity
of the land-based bingo business.
Gaming machine revenues grew 9%
and are 1% ahead of LFL revenues in
pre-pandemic 2019 levels. The machine
estate continued to be modernised
during the year with a broader range
of both suppliers and game content.
Gaming machines account for 40%
of Mecca’s revenue and remain a
significant growth opportunity, subject to
Mecca, Luton
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Key performance indicators
2023/24
£m
2022/23
£m
Change
LFL
1
NGR
38.5
35.9
7%
Total NGR
38.5
36.4
6%
Underlying
2
LFL
1
operating profit
9.6
9.0
7%
Total profit
13.1
4.9
-
1.
Results are presented on a like-for-like (‘LFL’) basis which removes the impact foreign exchange
movements.
2.
Before the impact of separately disclosed items.
Market dynamics
Enracha venues have
performed well, delivering
strong market share
improvements
Smaller competitors have
been forced to close and
bingo is concentrating in
the most vibrant venues in
the market
Electronic gaming has not
only been resilient, but it
has driven good results,
increasing its contribution
to overall NGR
Customer profile
Enracha has attracted a
younger customer base
over recent years, but the
older cohort remains a
core and valued customer
segment
Enracha has seen
customers migrate from
competitor venues,
mitigating customer losses
as a result of closure
during the pandemic
Strategic plan
Organic
Deliver better and bigger
dedicated electronic
gaming areas
Ensure the bingo
proposition remains
relevant and engaging to
attract new customers
Continue to develop the
food and drink offer to
meet changing customer
needs and further improve
value for money
Drive growth through a
younger customer base
with new high-energy
bingo and broader
entertainment concepts
Enracha venues
Growing market share
OPERATING REVIEW
Customer visits grew 6% in the
year, as the business continues
to attract high attendances for
its attractive bingo prize
boards.
Enracha, Universal
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Quality products and service
The Enracha estate of nine bingo, sports
betting and gaming machine venues in
Spain continues to perform very strongly.
Underlying LFL NGR of £38.5m was 7%
ahead of the prior year, with all venues
delivering growth. Customer visits grew
6% in the year, as the business continues
to attract high attendances for its
attractive bingo prize boards. Customer
NPS reached a record score of 56 in the
year, demonstrating the attractiveness of
the customer offering and the high levels
of service provided by our Enracha team.
Bingo and gaming machine revenues
continued to grow, both up 7%.
Underlying LFL operating profit hit a
record £9.6m in the year, an increase of
7% on the prior year.
Statutory operating profit for the year was
£13.1m following an impairment reversal
of £3.6m relating to one venue.
A total £0.9m of capital was invested in
a full refurbishment of Enracha Seville,
which extends the gaming machine
area and improves the overall customer
facilities. The overall capital investment
in the year was £2.3m and this included
the completion of the refurbishment of
Enracha Reus, the further rollout of the
customer loyalty programme, a new CRM
system, new gaming machine jackpot
display screens and a new food and
beverage EPOS system.
The Enracha business is in a strong
position as it enters 2024/25.
OPERATING REVIEW
Enracha venues
Enracha, Universal
Enracha, Continental
Enracha, Don Pelayo
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Key financial performance indicators
2023/24
£m
2022/23
£m
Change
LFL
1
NGR
226.0
202.6
12%
Mecca
86.9
72.5
20%
Grosvenor
69.0
57.1
21%
Other proprietary brands
23.2
23.4
(1)%
Non-proprietary brands
15.5
19.6
(21)%
Enracha/Yo
27.6
23.8
16%
Passion Gaming
3.8
6.2
(39)%
Total NGR
226.0
202.9
11%
Underlying
2
LFL
1
operating profit
23.4
13.1
3
79%
Total profit
16.2
4.1
-
1. Results are presented on a like-for-like (‘LFL’) basis which removes the impact of foreign exchange
movements.
2. Before the impact of separately disclosed items.
3. Restated, refer to CFO review for further details.
Market dynamics
UK
The UK is a large and
attractive market at £6.5bn
which is forecast to grow
at 3% CAGR to 2028
Our 3% digital market
share is behind our venues
market leadership position
of 35%
Our UK digital business
has material headroom to
grow through increasing
its market share
Spain
Our Yo Bingo brand
maintains 50% of the
Spanish online bingo
market
Our Yo Casino and Yo
Sports brands hold much
smaller market share
positions (<3%)
Customer profile
UK
The average age of our
Mecca customer base
is 42 years and is 69%
female. On average,
Mecca customers visit our
site every 2.5 days. Annual
average revenue per
Mecca customer is £214
The average age of our
Grosvenor customer
base is 39 years and is
70% male. On average,
Grosvenor customers visit
our site every 2.9 days.
Annual average revenue
per Grosvenor customer
is £250
Spain
The average age of our Yo
Bingo customer base is 42
years and is 58% female.
On average, Yo Bingo
customers visit our site
every five days
The average age of our Yo
Casino customer base is
37 years and is 77% male.
On average, Yo Casino
customers visit our site
every 70 days
Strategic plan
Product
Product and customer
improvements to
be enabled via our
proprietary technology
platform
Develop the live streaming
experience from our
casinos
Increase supplier
integration to expand our
content offering
Be the first bingo operator
in Portugal
Seamless experience
Deliver a more seamless
experience, as customers
move between playing in
venue and playing online
Marketing
Scale marketing
investment, as we improve
our product and customer
experience, driving
increased return
Continue our
personalisation test and
learn approach for key
journeys and customer
interactions
Digital
Enabling growth through technology developments
OPERATING REVIEW
Driving the growth in
customers and revenues
in the UK has been the
delivery of some key
technology developments.
The Rank Group Plc
Annual Report 2024
Group Overview
Strategic Report
Governance
Financial Statements
27
Scaling business and improving
proposition
Scaling Rank’s digital business is a
key strategic pillar for the Group and
2023/24 saw considerable progress
being made. Underlying LFL NGR
increased 12% on the prior year, in
line with the 8% to 12% annual growth
opportunity outlined in the November
2023 capital markets event.
In the UK-facing business, revenues
grew 11% with very strong growth of 20%
and 21% respectively in the Mecca and
Grosvenor cross-channel brands. The
other UK-facing brands operating on the
Group’s proprietary technology platform
were down 1%.
Driving the growth in customers and
revenues in the UK has been the delivery
of some key technology developments. In
the second half of the year, a new single
content management system to service
all the proprietary technology brands
was successfully rolled out. In addition
to providing operational efficiencies
and speed to market of new front-end
developments, this also delivers faster
webpage loads for customers.
A new in-house-developed Grosvenor
app was launched in Q4 and is already
seeing strong take-up from customers
and is driving higher deposits per player.
The expectation is that a new in-house-
developed app for Mecca customers will
launch in 2024/25.
Improved personalisation continues
following the successful build of the
central engagement platform. This
centralised data platform is also
serving to improve our customer risk
management systems with a number
of enhancements to Rank’s proprietary
‘Hawkeye’ customer monitoring system
introduced in the year.
The proprietary technology platform
modernisation programme continues at
pace with a number of key architectural
changes and system enhancements
completed during the year. The full
modernisation programme is expected to
complete during 2024/25.
In the multi-brand business (non-
proprietary brands), which consists of
over 80 brands operating on third-party
platforms and licences, NGR declined
21% in the year. The decision was made
midway through the year to exit the
multi-brand business, for which the
process is well advanced, and the Group
expects to complete the sale in the
coming months.
Yo and Enracha Spanish digital brands
delivered NGR growth of 16% over
the prior year. In December 2023, the
business was successfully relocated to
Ceuta, halving the rate of gaming tax
from 20% to 10% from the start of the
second half.
In April 2024, ‘Live Bingo’, a streamed
bingo service, was successfully
introduced with a strong take-up from
the YoBingo community of customers.
The launch of the Yo brand in Portugal
is now expected in 2024/25. This will
be the first bingo brand to launch in
the country and therefore the licensing
process has been frustratingly complex
and extended.
Passion Gaming, the online Indian
rummy in which Rank held a 51% stake,
was sold in June 2024 to its founders
following significant changes to the tax
regime for online games of skill which
saw NGR decline 39% year-on-year. For
further detail refer to note 4.
Underlying operating profit in the digital
business grew 79% in the year to £23.4m
highlighting the strong operating
leverage within the digital business as
revenues grow.
Statutory operating profit for the year was
£16.2m following £6.6m of amortisation
of acquired intangible assets.
Capital investment in the year totalled
£10.3m, principally centred on the
ongoing developments within the
proprietary technology platform.
With a strong pipeline of technology
developments being released during
2024/25, another strong performance
for the Group’s digital business is
anticipated, in line with the opportunity
presented at the recent Capital Markets
Day.
Digital
OPERATING REVIEW
28
The Rank Group Plc
Annual Report 2024
Group Overview
Strategic Report
Governance
Financial Statements
In accordance with Section 172(1)
Companies Act 2006, the Company’s
Directors must act in a way that they
consider, in good faith, would be most
likely to promote the success of the
Company for the benefit of its members
as a whole, and in doing so have regard
(amongst other matters) to the range
of factors set out in section 172(1)(a) to
(f) of the Companies Act, including the
interests of stakeholders.
The role of the Board is to promote the
long-term sustainable success of the
Company, initiating long-term value for
shareholders and positively contributing
to wider society. Principal decisions of
the Board during the year were taken
to reflect macro-economic conditions
and customer behaviour. In taking
such decisions, it carefully considered
stakeholders, the information it received
through colleague and customer
engagement, and how each such
decision would impact on the success
of the Group, with due regard to the
other matters set out in section 172(1)
(a) to (f) of the Companies Act 2006.
This was particularly relevant in relation
to its discussions and decision-making
on (i) maintaining oversight of the
implementation of the Group’s strategy,
(ii) management of costs and liquidity,
and (iii) capital investments that are key
to the longer-term success of the Group,
each as described on pages 62 and 89.
The Board, with support of the Executive,
performed its duties by ensuring matters
reserved and discussed included:
Review and consideration of the
Group’s strategy, particularly in view of
uncertain macro-economic conditions
including wage inflation. Please see
pages 15 to 17 for more information.
The focus and continued development
to embed ESG across the business,
placing ESG at the forefront of
business-led decision-making.
Please see pages 36 to 52 for more
information.
Assessing capital expenditure
opportunities presented by the
business against all stakeholder
interest. Please see pages 30 to 31 for
more information.
Regular review of the Group’s risk
management processes and controls
and ensuring the key risk areas for
the business were considered, taking
into account the macro-economic
conditions. Please see pages 57 to 62
and 80 to 84 for more information.
Consideration of stakeholder interests
and engagements carried out through
the year, which included impact of the
wider economic conditions. Please
see pages 13, 30 and 31 for more
information.
Being kept informed of the regulatory
landscape impacting the Group,
particularly relevant in respect of
legislative changes announced by
the UK Government’s White Paper
as the process moves to timing and
implementation. Please see page 11 for
more information.
Being kept informed of colleague
sentiment and culture through our
Designated Non-Executive Director
for workforce engagement, as well as
regular employee opinion surveys. See
more on page 75.
S172 factor
Relevant disclosure
The likely consequences of any
decision in the long term.
Company purpose (Pages 70, 71)
Our business model (Page 7)
Our strategy (Pages 15 to 17)
Engagement with regulators and legislators (Page 34)
The interests of the Company’s
employees.
Colleagues (Pages 33, 42)
Inclusion and diversity (Pages 33, 42, 69, 76, 77)
Colleague engagement (Page 75)
Non-financial reporting (Page 64)
The need to foster the Company’s
relationships with suppliers,
customers and others.
Customer engagement (Pages 33, 40, 41)
Supplier engagement (Page 35)
Engagement with regulators and legislators (Page 34)
Responsible payment practices (Page 35)
Anti-bribery and corruption (Pages 36, 59)
Modern slavery (Pages 35, 61)
The impact of the Company’s
operations on the community
and the environment.
Community engagement (Page 52)
Approach to ESG & Safer Gambling (Pages 85 to 88)
TCFD disclosures (Pages 44 to 51)
Rank Cares (Pages 34, 52)
The desirability of the Company
maintaining a reputation for high
standards of business conduct.
Brands (Page 8)
Culture and values (Page 66 to 67)
Engagement with regulators and legislators (Page 34)
Whistleblowing (Pages 33, 36, 82)
Internal financial controls (Page 82)
The need to act fairly between
members of the Company.
Shareholder engagement (Page 35)
Annual General Meeting (Page 182)
Rights attached to shares (Page 110)
Voting rights (Page 110)
Please see pages 29 and 64 for our S172 statement and our statement on non-financial and sustainability
information.
SECTION 172 STATEMENT
How we create long-term value
Promoting the success of the business
The Rank Group Plc
Annual Report 2024
Group Overview
Strategic Report
Governance
Financial Statements
29
Principal decision:
Developing the Group-wide Central
Engagement Platform (‘CEP’) allows
the business to make critical business
decisions with data that it can trust.
Context
Our new data platform delivers a secure,
scalable and agile cloud-based, single
trusted source of data. It delivers the right
data to the right places at the right time to
meet our customer and business needs.
Facilitating real-time data capabilities
enables us to support personalised
customer engagement and services, as well
as providing greater accuracy in analytics,
reporting, data science and AI. As such, it is
a key foundation of future growth.
For more on CEP please see CEP in the
Sustainability Report 2024.
Decision-making process
The decision to develop a new platform was
made by the Executive Board and sponsored
by the Chief Information and Chief Data
Officers who had determined that the
existing data architecture was not fit for
purpose.
The process included:
– Financial and performance analysis of
the existing data architecture. This was
undertaken with support from Finance,
Analytics and Insights and Customer
Relationship Management (CRM)
functions.
Objective recommendations provided by
a specialist third-party data consultancy.
They proposed a structure for data
architecture with the guiding tenets of:
1.
keeping the architecture solution simple
to navigate, deploy and audit
2. significantly reducing the number of
third-party vendors, and
3. identifying an agile and scalable solution
that would grow with the company.
The choice of Databricks (a database and
data processing software provider) as a
technology provider.
Developing a roadmap of existing tools to
be decommissioned. This was achieved
and helped realise significant savings, so
making the initial deployment of CEP cost
neutral to the business.
Launching the platform with the
assistance of a team from Databricks
to ensure that the solution was built
correctly from the start.
In parallel, implementing a data
governance function with a focus on
improving data quality, data definitions,
governing system access and articulating
how data is to be used.
Close collaboration with CRM and
Analytics & Insights teams to ensure
that their detailed data needs were
prioritised, thereby supporting customer
engagement, reporting and analytics.
When reviewing the proposal to develop
the Group CEP, the Board challenged the
management team on a number of factors
including but not limited to: software and
cloud cost management, the reduction
in the number of suppliers, the ability to
provide real-time data when and where
commercially justified and future-proofing
the business with the flexibility to grow
through the deployment of new initiatives
such as Artificial Intelligence and the use of
Natural Language Programming.
Key stakeholder considerations
The following key stakeholders were
considered and formed part of the decision-
making:
Our colleagues
The Executive Committee including
the CEO, Chief People Officer, Chief
Information Officer, Managing Directors of
all businesses, Chief Financial Officer and
Group General Counsel who represented the
Data Protection Officer. Business leaders
including the Director of Analytics and
Insights, Marketing teams of all brands,
Technology team leads, Customer Services,
IT and the Information Security Team
were also consulted and fed input into the
project. Employees were able to gain new
skills as part of the project and with future
growth in harvesting data there will be
further opportunities to recruit, upskill and
develop internal capability.
Our customers
Our customer experience is expected to
improve as a result of the data project with
much-improved customer personalisation
now possible.
Regulators and legislators
Ensuring the platform and service
remained compliant with all legislation
and regulations, especially the Information
Commissioner’s Officer, in line with GDPR
and the Data Protection Act.
Suppliers
We carried out full due diligence, supplier
evaluation and risk management and
contract negotiations with Microsoft,
Databricks, Bi-Procsi (Data Consultants)
and Infogain (Databricks Engineers) to
ensure project and business risks were
mitigated and new suppliers properly
onboarded.
Shareholders and investors
Management and the Board were mindful of
how powerful the impact of “deep mining”
can be on the long-term business value by
helping provide richer and deeper customer
insight/engagement and stronger brand
positioning.
Key ESG considerations
Data is architected utilising a Data
Lakehouse methodology. This approach to
data management ensures that only the data
that needs to be processed is processed and
this has enabled the data team to reduce the
cost of operating data by over a third.
Deploying Databricks’s industry-leading
technology has assisted Rank in retaining
its valued employees as they continue
to learn and increase their value to the
business, staying ahead of trends in data
management. Further, the increased focus
on data use at Rank, coupled with the new
technology, has made Rank a more attractive
destination for data practitioners, who have
historically been difficult to attract.
Actions and outcomes
The Board approved the platform
development, and the changes were made
with the following improvements:
All operational reporting is delivered
earlier than previously, thus enabling
decisions to be made more promptly.
Historically, data was occasionally
unavailable to end users due to the
instability of the previous data platforms.
Over 420 data sets have been ingested
into the new data platform, making them
readily accessible for engineers and
developers to access quickly.
CEP receives data from 28 systems and
the list is growing monthly to support the
customer and business insight teams.
Data quality rules have been implemented
with end users reporting improvements
in the timelines and quality of data they
receive.
Machine Learning Models (AI) have been
migrated onto CEP, enabling them to take
advantage of the richer, better-quality
data.
Over 50 management reports and
dashboards are now built on CEP,
leading to better quality management
information.
Regular monitoring and system alerts
have been built to enable the data team
to proactively engage with data providers
to ensure data is always available and
accurate.
Case study
Developing the Group-wide Central Engagement Platform (‘CEP’) allows
the business to make critical business decisions with data that it can trust
SECTION 172 STATEMENT
30
The Rank Group Plc
Annual Report 2024
Group Overview
Strategic Report
Governance
Financial Statements
Case study
In-housing of mobile app development in order to
dramatically improve the customer experience
Context
Today, around 23% of digital customers use
our apps. Industry standards are closer to
50 to 60% and we know on average these
players are worth up to 1.5x more, engaging
with the brand more often. The Group
is targeting to have over 50% of digital
customers engaged via apps by 2027.
The app is critical to our delivery of
seamless experience to the customer for
single-channel and cross-channel players.
Our apps will evolve to better reflect our
offering to consumers in venue, with a
seamless experience allowing them to
move between engaging in our venues and
playing their favourite games online with
Mecca or Grosvenor when they choose.
Taking greater control of our app
experience is a key investment to drive
accelerated growth across the group.
Decision-making process
Historically, app development was
outsourced to an external supplier.
This limited our control of the feature
development roadmap and our bespoke
requests took longer to go to market.
We set out below the key decision-making
processes behind this capital investment
decision.
Commercial business case approval
The app strategy was updated and iterated
based on feedback from stakeholders with
the strategic objective of achieving material
growth.
A formal business case detailing the mobile
app strategy was shared with the executive
committee and submitted through the
Company Secretary to the appropriate
authority groups for approval.
Final approvals were obtained from both the
Rank Group Finance Committee and Board
of Directors based on the strong financial
returns expected.
Execution and design decision-
making process:
Programme Planning
A programme governance was created to
standardise governance processes, ensuring
a clear, transparent management of the
planning, timeline, design and execution
across deliverables.
We hold monthly Executive Steering
Committee meetings with the CEO, Group
COO, CIO, CTO and CFO. The purpose
of the meetings is to provide an update
against the plan, budget, key delivery
milestones, recruitment and resource
status as well as business readiness to
operate the mobile apps.
We engaged a third-party specialist to
support optimising our delivery to the
customer whilst future-proofing our
technology design principles. This third-
party teams’ knowledge and expertise on
mobile app technology, architecture and the
consumer market helped Rank to rapidly
develop our product roadmap on secure,
scalable and future-proof technology.
A key part of the insourcing of proprietary
development was the recruitment of 35
dedicated developer and supporting roles.
The overall mobile app resource plan was
approved as part of the formal business
case, with the recruitment programme
overseen by the Chief People Officer as a
part of our workforce planning processes.
The architecture and coding framework
selected, Flutter, was assessed by Rank
technical teams alongside other available
technology frameworks. The Flutter mobile
app development code language was chosen
due to the flexibility of the framework,
providing efficient coding enabling faster
development. Flutter also has cross-platform
capability so can be developed once across
the two app technology platforms (iOS and
Android).
All product roadmap features go through a
rigorous selection, prioritisation and design
process.
Request for features into the roadmap
planning come from various stakeholder
groups, such as compliance, regulatory,
commercial, marketing and product.
The product features are selected via
a standard prioritisation methodology,
which focuses on the reach, impact and
return of investment. Compliance or
regulatory requirements take development
precedence.
Design concepts are tested with Rank
customer focus groups for each brand, and
against sector and non-sector competitors
to ensure an open, transparent process
to achieve the best outcome for our
customers.
Key stakeholder considerations
The following key stakeholders were
considered and formed part of the decision-
making:
Our colleagues
The Board and management were positive
as to the opportunity presented, with
colleagues invited to contribute to the
design principles via our product planning
processes. Regular design and prototype
reviews were held throughout the scoping
and delivery phases of the project, to obtain
feedback and create awareness of the
incoming release.
Our customers
Extensive research across our digital and
venues customer base was conducted as
part of the discovery and scoping phase
of the project. As part of this research, we
sought to understand which competitors
and participants in other industries offer
brilliant customer experiences.
Our communities
We were mindful of the positive impact
recruitment would have in Cape Town,
both for our existing team there and
cementing the location as the Rank Group’s
“technology hub”. This location has access
to technology talent which is evolving
as a geographically renowned centre of
excellence, with other large multinationals
such as BMW and Amazon choosing Cape
Town as a development hub.
Regulators and legislators
The project, management and executive
stakeholders were very focused on
maintaining Rank’s excellent compliance
record and promoting a safer gambling
strategy within our proprietary app
portfolio. Our offering is regulated by the
UK Gambling Commission (‘UKGC’), with
no express approval being required for the
launch of the app. Our mobile offering must
be compliant with Apple and Google store
standards.
Shareholders and Investors
The Board approved this investment on the
basis it created long-term shareholder value
by materially improving our offering to the
customer.
Suppliers
We worked positively and ethically with
the suppliers whose contracts we were
terminating and ensured all contractual
terms were observed.
Key ESG considerations
Colleagues
Expanding our new office in Cape Town,
recruiting 35 people to create a whole team
of engineers, developers and support staff.
Customers
Engaged through surveys and customer
testing panels to receive feedback and to
shape the design principles of our apps.
Suppliers
Due notice with suppliers whose contracts
were being terminated. The business ran a
competitive tender exercise in which ESG
aspects were considered in the awarding of
the most attractive tender submission. This
included the relative merits of insourcing or
continuing with an outsourced model.
Actions and outcomes
The Board, and through its delegated
authority to the Finance Committee,
approved the agreement.
Impact of these actions on the long-term
success of the Company
We recently launched our first proprietary
app, Grosvenor casino, in June this year
within 12 months of taking the decision to
insource our development. The key benefits
to the customer of this release were more of
their favourite games, and a much-improved
user experience, whilst adding more
information on our venues for players.
Early results show good player engagement
and much improved player values in line
with our internal expectations.
The app is critical to our delivery of
seamless experience to the customer
cross-channel. In time, our app offering
will evolve to better reflect our offering
to consumers in venue, with a seamless
experience allowing them to move between
engaging in our venues and playing their
favourite games online with Mecca or
Grosvenor.
Taking greater control over our app
experience is a key investment to drive
accelerated growth across the group.
SECTION 172 STATEMENT
The Rank Group Plc
Annual Report 2024
Group Overview
Strategic Report
Governance
Financial Statements
31
Stakeholder engagement
Engaging with our varied audiences
In accordance with section 172 of
the Companies Act 2006, the
Board considered the duties
of each director to consider
the Company’s key stakeholders
and promote long-term success.
We continue to develop our
stakeholder engagement by
proactively identifying and
focusing on stakeholder needs.
The Chair ensured that the Board received
the relevant information on issues affecting
its key stakeholders for consideration at its
meetings and recognises the importance of
ensuring stakeholder views are factored in
to the decision-making process.
While the majority of engagement with
stakeholders takes place within the
business divisions and is led by divisional
management, the Board engages directly
with certain stakeholders by way of the
meetings it organises and attends (both
online and physically). It also engages with
stakeholders in writing by way of letters
and electronic communications including
email and website announcements. The
Directors are also kept regularly apprised
of all stakeholders’ views through divisional
reports to the Board, so that Directors are
able to have regard to such views in their
decision-making, as illustrated by reference
to various stakeholders’ interests in our
Section 172(1) statement on page 29 and the
case studies on pages 30 and 31.
We also engaged with key stakeholders
by taking their views into account when
updating the Remuneration Policy for
2024/25. See page 90 in the Remuneration
Committee’s Report for more. The
Remuneration Policy will be voted on at
the forthcoming AGM on 17 October 2024.
Similarly, we engaged with investors in
conducting the materiality assessment that
shaped and informed our ESG strategy
(see the Sustainability Report 2024,
www.rank.com for more information).
As explained in the Governance Report,
on pages 66 to 109, the Board considers
that it has complied with its duties under
s172 of the Companies Act 2006 through
its active engagement with stakeholders
and continues to develop its stakeholder
relationships.
Understanding and balancing the respective
needs and expectations of our stakeholders
over the past year has been as important as
ever and we remain committed to doing so.
SECTION 172 STATEMENT
Grosvenor, Luton
32
The Rank Group Plc
Annual Report 2024
Group Overview
Strategic Report
Governance
Financial Statements
Ensuring our customers are at
the heart of our decision-making
is crucial to our strategy.
Understanding their changing
needs, preferences and
behaviours helps us to ensure
that our offering remains safe,
fair, current and appealing.
Key areas of consideration
Player protection
Customer experience
Relevance of offering
Health, safety and wellbeing
How we engage
We host, serve and engage with our
customers each and every day through
our engagement in venues and our digital
platforms. This includes discussing
their overall experience, safer gambling,
affordability and welfare. We also regularly
engage with our customers through
quantitative and qualitative research to
seek their views, opinions and insights into
how we can improve our products, services
and user journeys. The Board and ESG-SG
Committee receives updates on customer
scoring and monitors developments
accordingly.
For more please see Customers and Customer
service in the Sustainability Report 2024.
2023/2024 highlights
Continuous engagement with our venue
guests, monitoring their customer
experience, helping senior leadership
teams, venue teams, ops & marketing
teams with an immediate opportunity to
rectify issues as well as the opportunity
of seeing where measures are instantly
working.
Continuous brand-tracking study
examining motivations, brand health
and perceptions, competitive positions,
strengths and weaknesses and campaign
evaluation (our brands as well as our
competitors).
The set-up of Community Panels allowing
us to recruit customers to provide agile
and insightful feedback on a number of
different topics, including cross-channel
concepts.
A food and beverage study examining the
possibilities of growth among selected
Mecca customer personas.
Grosvenor customer segmentation
exercise to allow marketing teams to
better understand customer marketing
needs and aid targeting of our comms.
Poker segmentation and behavioural
exercise to assist and improve the delivery
of poker in our Grosvenor venues.
Quantative and qualitative research
looking at gaming machine customer life
cycle analysis, generational analysis, new
customer acquisition, value, motivations,
brand association and competitor
analysis, to better understand gaming
machine play.
Above-the-line campaign creative survey,
reviewing creative concepts for an
upcoming brand campaign.
Our people are the heart and soul
of the business and a key enabler
of its success. We depend on their
passion and commitment to
implement our strategy and
ensure our customers are served
in the best possible way.
Key areas of consideration
Opportunities for progression
Equality, diversity and inclusion
Fair pay and reward
Opportunities to share ideas and make a
difference
Health, safety and wellbeing
How we engage
We seek an open dialogue culture and
host forums throughout the year to
enable the exchange of opinion between
colleagues and the sharing of views with
senior management and the Board. Other
engagement methods include, but are not
limited to, monthly Group and business unit
Town Halls, frequent updates and corporate
communications to share news and
developments, employee opinion surveys,
regular performance and development
reviews and venue visits by Board members
and senior management.
We also continue to offer a confidential
whistleblowing hotline to all colleagues.
For more please see Colleagues in the
Sustainability Report 2024.
2023/2024 highlights
A new engagement app called Connect
was implemented in May 2024.
Regular communication Group-wide by
way of the Connect app which continued
to evolve during the year.
Social media forums for Grosvenor and
Mecca colleagues to express views and
share news.
Monthly Town Hall meetings with Q&A
sessions available to colleagues in
all jurisdictions to attend, and which
included a regular rotation of updates
from each of our businesses, of regulatory
news, along with people and culture
initiatives.
Employee Voice meetings attended by
elected representatives from the business,
the Chief Executive and Chief People
Officer.
Conducted a full Employee Opinion
Survey in October 2023 and a “pulse
survey” in May 2024 and implemented
action plans following a review of results.
Follow-up sessions were held to improve
visibility of changes coming out of the
action plans.
STARS values awards continued to
recognise individuals and/or teams for
demonstrating Rank’s values in their work,
nominated by their peers.
Continued to focus on our six ED&I
colleague network groups: Wellbeing,
Women, Racial Equality and Diversity,
LGBT+, Families and general ED&I
(incorporating religious celebrations).
Introduced a range of activities and
initiatives to make sure that our workplace
is an enjoyable and supportive place to
work, such as providing breakfasts and
lunches and arranging social events.
Open and enhanced regular dialogue with
trade unions and local representatives.
A programme of virtual and in-person
colleague sessions held with the
Designated Non-Executive Director for
workforce engagement who kept the
Board apprised of these engagements.
These reports provided the Board with
valuable insights from colleagues.
Board Directors and Executives
conducted site visits to engage first-hand
with colleagues.
Stakeholder engagement
SECTION 172 STATEMENT
Customers
Colleagues
The Rank Group Plc
Annual Report 2024
Group Overview
Strategic Report
Governance
Financial Statements
33
Community links are essential to
Rank and its people, as well as to
our customers. Our businesses
are more likely to thrive when
they are part of healthy and
supportive communities, and we
are committed to making
a positive impact within these
communities.
Key areas of consideration
Charitable initiatives
Positive community impact
Employment
Reputation
How we engage
The Board and ESG-SG Committee receives
regular updates on community engagement
and the implementation of the ESG-SG
strategy. Beyond entertaining customers
daily, we recognise that we play a pivotal
role in the lives of our colleagues and the
communities in which we operate. Our
venues serve as community hubs where
people spend their leisure time and engage
and interact with other customers and our
colleagues. The strength of our business
is partly due to the long-term trust and
relationships that exist between our
colleagues and customers, who often have
known each other for many years.
We engage with our local communities
through volunteering, charity work and
providing employment and work experience
opportunities. We are particularly proud
of our ten-year charity partnership with
Carers Trust, which has seen us win the
Corporate Community Engagement Award
at the European Casino Awards for two
consecutive years.
For more please see Community in the
Sustainability Report 2024.
2023/2024 highlights
During the 2023/24 financial year, we
raised £323k for Carers Trust, a charity
dedicated to improving support, services,
and recognition for anyone caring for
a family member or friend who is ill,
frail, disabled, or has mental health or
addiction problems. Rank has announced
that we have raised £3.8m since the
partnership began in 2014.
We continued to award Rank Cares
Grants, a grant programme for unpaid
carers, through our charity partnership
with Carers Trust:
Carers Essentials Fund:
funding for vital
equipment such as washing machines,
cookers, fridge freezers, or beds
Carers Take Time Out Fund:
funding
to allow carers some respite time, and
Carers Skills Fund:
funding to enable
carers to learn new skills to further
support their work as carers.
Promoted local job vacancies and worked
with local job centres and colleges
to ensure job seekers can find local
employment, which has continued to
be a successful recruitment method.
Supported Carers Trust in raising
awareness of the charity through internal
and external campaigns, including Carers
Week and Young Carers Action Day, where
we donated a silent disco experience.
Additionally, we engaged in year-round
fundraising activities, such as having
20 colleagues complete the Three Peaks
Challenge, raising over £31,500 for the
charity.
We engage with the local community
through volunteering, charity work
and providing employment and work
experience opportunities.
Gambling in the UK is a highly
regulated industry, and the
customer proposition is largely
framed by Government policy,
legislation passed in Westminster
and regulation set by the
Gambling Commission in the
form of Licence Conditions and
Codes of Practice.
In Spain, the position is similar, with online
gambling regulated at a federal level
and the regulation for venues set by the
autonomous communities. In this context it
is important to ensure that both legislators
and regulators understand the changing
expectations of Rank’s customers.
Key areas of consideration
Consumer fairness and player protection
Policy and the direction of future
gambling reporting
Openness and transparency
Compliance with laws and regulations
How we engage
Establishing and developing strong
relationships with legislators and regulators
is a critical requirement in order to ensure
the needs of our customers are understood
and reflected in policy changes. Elected
parliamentarians and government officials
remain a core audience in the UK in light
of the ongoing legislative reform process as
part of the Gambling Act Review and, over
the course of the year, we have continued
to provide evidence and articulate the
arguments in support of customer-centric
reforms, underscored by our commitment
to delivering safer gambling for our
customers.
Alongside the rest of the regulated industry,
we have also benefited from elevated levels
of engagement with the UK Gambling
Commission, overseen by its CEO, with
frequent meetings to discuss consultations
on proposed regulatory changes and other
gambling policy considerations as well as
compliance challenges.
In the UK, membership of our two principal
trade bodies, the Betting & Gaming
Council (BGC) and the Bingo Association
(BA), has allowed us to elevate Rank’s
commercial narrative and the expectations
of our customer-base within the wider UK
gambling sector and to senior levels of
government, notably within our sponsor
department, DCMS.
Our engagement programme maximises
the benefits of our Grosvenor and Mecca
venues across the UK, allowing both
parliamentarians, officials and regulators
to understand first-hand the customer
experience and to recognise the critical role
of our colleagues in delivering an exciting,
entertaining and safe experience.
For more please see Regulatory environment in
the Sustainability Report 2024
2023/2024 highlights
Regular CEO to CEO meetings took place
between Rank, other licensed operators
and the UK Gambling Commission
to improve understanding of, and
requirements for, regulatory changes;
Rank’s director of Public Affairs appointed
as one of ten founder members of the
Gambling Commission’s Industry Forum,
formed in spring 2024 to foster improved
engagement between the industry and
regulator;
Regular Chair to Chair meetings
continued, alongside industry peers, to
discuss industry issues and seek to shape
overall agenda and strategic approach of
the Commission;
A programme of political engagement
was undertaken, combining central
government (DCMS, HMT, DBT) and
a strengthened relationship with
constituency MPs sharing the Rank story
through our venues estate;
Using set piece events such as the
National Bingo Week, parliamentary
conferences and through joint efforts with
our trade bodies, we were able to meet
with a wider parliamentary audience as
part of our ongoing long-term political
engagement programme;
A series of DCMS-led and GC-led
consultations were issued post
publication of the Government’s White
Paper in spring 2023. Rank formally
responded to all consultations and fully
engaged in subsequent discussions
around policy considerations;
The ESG Committee received quarterly
updates on the political and regulatory
landscape.
We have ensured Rank remains a
strong voice as we navigate the
consultation process following the
regulatory reforms.
Stakeholder engagement
SECTION 172 STATEMENT
Regulators and legislators
Communities
34
The Rank Group Plc
Annual Report 2024
Group Overview
Strategic Report
Governance
Financial Statements
We adopt an open and
transparent approach with our
shareholders and analysts to
communicate our performance
and use their feedback to inform
our strategy and decision-
making.
Key areas of consideration
Strategy, performance and outlook
Leadership capability
Executive remuneration
Corporate governance
Environmental, Social and Governance
(ESG) performance
How we engage
We adopt a proactive approach to investor
relations, conducting a comprehensive
programme of regular contact and
consultation throughout the year. Our
investor relations programme includes
regular updates, meetings, roadshows and
our Annual General Meeting. The other key
manner in which we communicate with all
shareholders is via our corporate website,
www.rank.com, which has recently been
refreshed.
2023/2024 highlights
34 meetings held with shareholders
during the year, in addition to quarterly
meetings held with the majority
shareholder.
The Board represented by the Chief
Executive, Chief Financial Officer and
Director of ESG and Investor Relations
took part in a scheduled programme of
major shareholder engagement to discuss
interim and prelim results.
Chief Executive and Chief Financial
Officer scheduled engagements with
major shareholders and analysts in
December 2023.
Chief Executive had regular updates
with our major investors and analysts
to discuss the implications of the White
Paper for Rank.
Our Remuneration Committee Chair wrote
to our major shareholders and the proxy
advisers in March 2024 concerning the
proposed Remuneration Policy that was to
be voted on at the AGM in 2024. This was
followed up with virtual meetings which
provided an opportunity for our major
shareholders to raise any remuneration
matters.
Received votes from 99.96% of
shareholders for the 2023 Annual General
Meeting (‘AGM’).
Ensured our shareholders had an
opportunity to raise their questions
ahead of the 2023 AGM, and which were
responded to and published on our
corporate website www.rank.com.
We have relationships with circa
134 suppliers, ranging from small
businesses to large multinational
companies. We aim to operate to
the highest professional
standards, treating our suppliers
as key business partners and
operating in a fair and reasonable
manner, encouraging supply
chain transparency and
promoting fair working
conditions.
Key areas of consideration
Robustness of our business
Long-term partnerships
Fair engagement and payment terms
Collaborative approach
How we engage
We have a dedicated procurement function
which engages with our suppliers with the
aim of optimising the way that we work with
them. We build relationships regionally
and locally to better understand the
markets from where we source products and
services. These relationships ensure Rank
maintains and creates a strong relationship
that is able to support Rank’s long-term
success.
For more please see Supply chain
management in the Sustainability Report 2024.
2023/2024 highlights
Continued to evolve our management
of contract life cycles, benefiting our
suppliers and internal efficiencies.
Implemented a refreshed supplier
relationship management framework to
support improved ways of working whilst
driving value creation for both Rank and
its partners.
Provided training to suppliers and
contractors as appropriate when visiting
our venues.
Continued to build strong working
relationships between Rank’s regular
suppliers and operators throughout the
year.
Considered supplier relationships as we
commenced a review to qualify standards
and expectations around our supplier
conduct.
Continued to work with our landlords
on all leasing matters through the year,
particularly as we sought to improve terms
and a mutual benefit to our landlords
through enhanced asset investment value
and in turn providing the business with
greater certainty of venue occupancy.
The Group’s 2024 Modern Slavery
Statement was approved by the Board in
August 2024. A copy of the statement is
available on the corporate website
www.rank.com.
Stakeholder engagement
SECTION 172 STATEMENT
Suppliers
Shareholders and investors
The Rank Group Plc
Annual Report 2024
Group Overview
Strategic Report
Governance
Financial Statements
35
Our four key focus areas of sustainability
reporting are Customers, Colleagues,
Environment and Communities.
These are underpinned by robust
Environmental, Social and Governance
(‘ESG’) practices and policies. For full
disclosure on our approach to ESG, see
our 2024 Sustainability Report (available
on our website, www.rank.com).
Our reporting is aligned with
international reporting frameworks, the
Global Reporting Initiative (‘GRI’) and
the Sustainability Accounting Standards
Board (‘SASB’). We have included in
both the Annual and Sustainability
Reports our full disclosure in line with
the recommendations of the Task Force
on Climate-related Financial Disclosures
(‘TCFD’).
The Group is also aware of incoming
regulatory standards resulting from its
areas of operation. The International
Sustainability Standards Board (‘ISSB’)
and the EU’s Corporate Sustainability
Reporting Directive (‘CSRD’) have both
been established with the objective of
standardising sustainability reporting.
While Rank is not required to report
to either for 2023/24, we have already
commenced our review of the underlying
disclosure requirements of both the
ISSB and CSRD in order to be well
positioned to meet these future statutory
requirements.
In line with the CSRD’s requirement to
apply a materiality-based assessment
of the Group’s obligation to disclose
certain performance areas, we have
conducted our first double materiality
exercise, against the requirements of
the European Sustainability Reporting
Standards (‘ESRS’) (the framework for
achieving compliance with the CSRD).
The International Financial Reporting
Standards (‘IFRS’) S1 and S2 (the
standards established by the ISSB) builds
upon existing reporting frameworks,
including the TCFD and SASB, both of
which the Group reports are already
aligned.
In line with the Government’s legally
binding commitment to transition
to a net zero economy by 2050, we
are committed to reaching net zero
emissions by 2050. We also set an
interim target for all operations to reach
net zero on Scope 1 and 2 emissions and
selected Scope 3 emissions by 2035. We
have continued to develop our Net Zero
Pathway which provides the roadmap
to achieving our targets and we plan
to align these targets with the Science
Based Targets initiative (‘SBTi’).
ESG management
We established four key areas of focus
to support effective ESG management:
Customers, Colleagues, Environment
and Communities. This structure is
underpinned by our understanding of
the material ESG risks and opportunities
to the business.
Our key performance indicators in each
of the four areas support performance
reporting. We believe that the long-term
success of our business is dependent
upon how we manage non-financial
matters, and a figure is therefore linked
to executive remuneration, sharpening
our focus on ESG-related performance.
We have a robust ESG management
framework. Overall responsibility for
setting the Group’s ESG strategy sits with
our Board of Directors, supported by the
oversight and expertise of the ESG and
Safer Gambling Committee. Progress
reports are provided to the Board by
the Chair of the Committee, whilst the
Group’s Risk Committee keeps the Board
apprised of any new or emerging ESG-
related risks.
Our ESG Working Group (‘ESG-WG’),
with representatives from each area of
the business, drives our ESG agenda
and operationalises our strategy across
the Group. The ESG-WG is led by our
Director of IR, ESG and Treasury and
reports into the ESG Steering Group
(‘ESG-SG’) at Executive Committee level.
To provide purposeful direction on
decarbonisation, our Net Zero Working
Group (‘NZ-WG’), supported by external
consultants with environmental
management expertise, is developing a
strategy to reach net zero emissions in
line with our targets.
Business ethics
Every employee at Rank is expected
to comply with the highest standards
of business ethics. Our guidelines for
professional behaviour are enshrined
in our Group policies, including but
not limited to our Code of Conduct,
Anti-Money Laundering (‘AML’), Anti-
Corruption and Bribery, Data Protection,
Disciplinary Procedure, Grievance
Procedure, Whistleblowing (“Speaking
Up”) and Health and Safety.
Our whistleblowing programme,
Speaking Up, enables colleagues
across all our locations to raise
possible improprieties in confidence.
The programme offers multilingual
communication channels operated by
an independent service provider and
ensures the anonymity of the individual
reporting a concern.
Supply chain management
Operating in a highly regulated industry
and managing a varied supply chain
over multiple jurisdictions requires an
experienced and effective procurement
function. Our team of category managers
each focus on different areas of the
Group’s value chain, from digital gaming
to food and beverage.
To support continuity of our service
offering, we seek to engage high quality
suppliers. We conduct market research
to understand supplier performance and
ensure we have a supply chain that is fit
for purpose.
This year we developed a new Supplier
Code of Conduct, launched in August
2024, which outlines the principles
and expectations for all suppliers
conducting business with Rank. Under
the requirements of Scope 3 emissions
reporting, Rank will be obligated to
report on emissions not only produced
by the business and the activities owned
or controlled by us, but also those that
are indirectly produced by our suppliers.
We have included the expectation
for suppliers to share environmental
performance with Rank within our
Supplier Code of Conduct.
Managing social and environmental risks and opportunities
SUSTAINABILITY
36
The Rank Group Plc
Annual Report 2024
Group Overview
Strategic Report
Governance
Financial Statements
Purpose
We firmly believe in the principles of
a double materiality assessment to
support a deeper appreciation of our
sustainability-related impacts, risks
and opportunities. Double materiality
requires consideration of the materiality
of sustainability issues from both
an impact materiality (inside-out)
and financial materiality outside-in)
perspective.
Conducting a double materiality
assessment this year also prepares the
business for alignment to the EU’s
Corporate Sustainability Reporting
Directive (‘CSRD’), which will impact our
reporting due to our operations in Spain.
We also have a clear understanding as to
which disclosure topics of the European
Sustainability Reporting Standards
(‘ESRS’), the framework for achieving
compliance with the CSRD, the business
will be required to disclose against.
By completing this exercise, we have
enhanced our ability to manage
sustainability risks, seize opportunities
and either mitigate or maximise any
negative or positive impacts, as well as
positioning ourselves effectively to meet
future regulatory requirements.
Double materiality assessment
Methodology
1
Provided description of material issue.
Informed by 2021 materiality assessment as well as globally
recognised ESG frameworks and standards and industry
knowledge.
2
Provided description of inside-out positive and negative impacts,
whether actual or potential, and list of the metrics used to measure
theactual impacts.
Aligned to the risks described in Group Risk Register.
3
Description of the outside-in positive and negative risks and
opportunities, whether actual or potential, and list of the metrics
used to measure the actual risks and opportunities.
Aligned to the risks described in Group Risk Register.
4
Provided description of any preventative or positive actions and/or
mitigating measures in place.
5
Considered the impact materiality of the identified impacts and
rated on the defined scoring system, considering scale, likelihood,
and the preventative/mitigating measures in place, and the
materiality over the short, medium and long terms, providing
qualitative explanation for scoring.
6
Considered the financial materiality of the identified risks
and opportunities and rated on the defined scoring system,
considering the financial impact across six parameters (cash flows,
development, performance, position, cost of capital and access
to finance), the preventative/mitigating measures in place and
the materiality over the short, medium and long terms, providing
qualitative explanation for scoring.
Scoring system
The scoring system for financial and
impact materiality was aligned to the
Group Risk Register methodology,
which scores risks as insignificant,
minor, moderate, major or severe (this
was changed to “significant” for this
assessment to account for positive
impact externally and internally).
For impact materiality, this meant
scoring each impact on a scale of 1 to
5. For financial materiality, this meant
scoring each risk or opportunity based
upon its forecasted percentage impact
on cash as a percentage of Earnings
Before Interest and Tax (‘EBIT’).
The percentage ranges used were the
same as those in the Risk Register.
Scoping
and set up
Workshop 1
SME
engagement
Results
consolidation
Workshop 2
Reporting
Next steps
ESG Working Group
established the parameters
and objectives of the
double materiality
exercise, supported by our
sustainability consultants.
Double materiality workbook
created, with reference to
the Group Risk Register.
Double materiality workbook
presented to Executive
Committee and members
of Senior Management to
educate on process and
objectives.
Conducted a preliminary
assessment of the chapters
of the ESRS.
Individual calls conducted
with 21 subject matter
experts (‘SMEs’) across
the business to review
the impacts, risks and
opportunities identified
relevant to their functions,
as well as the corresponding
preventative and mitigating
measures in place.
Scoring from SMEs on
the impact and financial
materiality of each impact,
risk and opportunity was
received.
SME responses consolidated.
ESG Working Group reviewed
the entire workbook and
resolved any differences
in scoring between SMEs,
ahead of presentation in the
second workshop.
Presented completed
double materiality workbook
to the Executive Committee
and members of Senior
Management for final
deliberations.
Findings determined the
ESRS chapters selected to
prepare for.
Communicated the process
and results of our first double
materiality assessment in
our Sustainability Report.
Workbook used to focus
reporting and will be used
by the business to monitor
management of all our
material issues.
Engage external
stakeholders for input
on double materiality
assessment.
Prepare for compliance with
CSRD in future sustainability
reporting.
Approach
We established a robust process for the
assessment. A clear methodology for
identifying and assessing impacts, risks
and opportunities was required, whilst
input from the Executive Committee
as well as subject matter experts from
across the Group would be necessary to
ensure that the assessment was accurate
and complete.
Our sustainability consultants supported
on the scoping and development of the
process, and discussed the process with
auditors to ensure the approach taken
was effective.
The process was launched at Group level,
whilst in Spain, the team concurrently
began their business-unit level double
materiality assessment.
SUSTAINABILITY
The Rank Group Plc
Annual Report 2024
Group Overview
Strategic Report
Governance
Financial Statements
37
Double materiality assessment
Results
We have a good understanding of the
relevant issues to our business, having
previously conducted a materiality
assessment which involved input from
internal and external stakeholders. The
issues in the table below are and will
continue to be managed by the business
and inform our ESG strategy and
reporting.
The purpose of the double materiality
exercise was to understand, of these
issues, which had the most significant
impact and financial materiality.
To do so, consideration was given to
all the existing processes, policies and
management systems we have in place.
Those costs that are already accounted
for within our business-as-usual outlook,
and for which we foresee no related risks
or opportunities arising across the short,
medium or long term, are therefore
not of significant financial materiality.
Similarly, impacts the business has
externally that are already well managed
are not of significant impact materiality.
The table on page 39 therefore
demonstrates which underlying impacts,
risks and opportunities are most material
over the short, medium and long term.
Safer gambling remains a priority issue
for the business when we consider the
external potential impact of problem
gambling for our customers. However,
the robust and well-established controls
and procedures we have in place for
promoting responsible play, identifying
at-risk play and intervening when
appropriate, means that the impact
materiality of this risk is very low.
SUSTAINABILITY
Similarly, existing controls to prevent
underage play, to ensure we ethically
market our products, and to protect the
health and safety of customers, means
that these issues are not significant in
external impact or internal financial
materiality.
We have robust customer privacy
and data security measures in place.
Nevertheless, the implications of a data
breach and the risk of a cyber-attack are
very significant, leading the potential
financial impact to be rated highly for
this issue.
Changes in customer behaviours could
financially impact the business, but we
also recognise that Rank’s proposition
to excite and entertain our customers is
the biggest opportunity internally and
impact externally.
ESRS disclosure activation
The double materiality exercise also
supported confirmation of the material
ESRS disclosures on which the business
plans to report, in addition to the
mandatory disclosures. Given the
materiality of customer related-matters,
we have activated ESRS S4 Customers
and end-users topics and, given the
materiality of compliance, ESRS G1
Business conduct.
To ensure that we are best placed to
comply with the CSRD requirements (not
currently applicable to Rank), we have
begun an assessment of our existing
disclosure against these chapters.
Material issues across
our focus areas
Customers
Safer gambling
Ethical marketing
Safeguarding minors and vulnerable
customers
Customer privacy and data security
Customer service
Health and safety
Colleagues
Training and development
Equality, Diversity and Inclusion
Employee engagement and reward
Mental health and wellbeing
Environment
Emissions management and climate
change adaptation
Environmental management
Communities
Community impact
Governance
Business ethics
Corporate governance
Executive remuneration
Financial performance
Regulatory compliance
Risk management
Supply chain management
38
The Rank Group Plc
Annual Report 2024
Group Overview
Strategic Report
Governance
Financial Statements
Issue
Potential or
Actual
Description of impact, risk or opportunity
Impact or
financial
Materiality in the short term
Low
High
Materiality
trend
Customers
Customer privacy
and data security
Loss of personal data could result in prosecutions, financial penalties and
reputational damage.
Customer privacy
and data security
Cyber-attacks can disrupt and cause considerable financial and reputational
damage to the Group.
Customer service
Deliver exciting and entertaining experiences to our customers.
Customer service
High customer satisfaction results in higher NPS and positive reputational impact.
Customer privacy
and data security
Time taken to overcome serious incidents/disasters and resume normal
operations can impact operations, customers and reputation.
Safer gambling
Failure to adequately protect customers from gambling-related harm could
lead to regulator enquiries and reputational damage.
Customer service
Changes in customer behaviour after pandemic, further exacerbated by cost of
living challenges, results in declining visits to Mecca venues.
Colleagues
Training and development
Extensive training and development opportunities resulting in increased
employee satisfaction and valued employment opportunities.
Employee engagement,
management and reward
Poor employee value proposition resulting in poor employee satisfaction.
Employee engagement,
management and reward
Failure to be an employer of choice could result in recruitment challenges and
increased attrition.
Employee engagement,
management and reward
Non-compliance with labour laws resulting in reputational damage.
Employee engagement,
management and reward
Tight job market or lack of awareness of the Rank brand could result in
recruitment challenges and increased attrition.
Training and development
Employees being able to develop their skills and experience results in better
trained employees and improved performance.
Environment
Emissions management and
climate change adaptation
Failure to meet internal or external stakeholder climate-related expectations
could impact reputation and relations.
Emissions management and
climate change adaptation
The release of GHG emissions to the atmosphere as a result of Group’s
operations and across the entire value chain.
Communities
Community impact
Creating positive outcomes for local communities through charitable initiatives
and offering local employment opportunities.
Governance
Regulatory compliance
Absence of regulatory/legislative change that fails to meet the needs of the
consumers is risk to relevance of our proposition.
Executive remuneration
Attractive remuneration package enables talent acquisition which drives
business performance.
Financial performance
Loss of banking debt facilities and/or clearing facilities could result in the Group
being unable to meet its obligations as they become due.
Financial performance
Continued cost and pricing pressures, together with changes to consumer
behaviour, can impact trading performance.
Regulatory compliance
Failing to comply with existing regulatory, legislative codes of practice and
licensing conditions could increase risk of financial penalties or regulatory action.
Financial performance
Risk of higher tax and duty cost as a result of new legislation, complexity of tax
and duty regimes, government approach, and compliance and implementation.
Key
Description of impact, risk or opportunity
Actual:
An impact, risk or opportunity that
has
occurred during the reporting period
Potential:
An impact, risk or opportunity that
has not
occurred during the reporting period
Impact or financial
Inside-out:
An impact to the environment
or society
Outside-in:
A risk or opportunity for the
business’s finances
Materiality in the short term
An opportunity or a positive impact
(Longer bar = more significance)
A risk or a negative impact
(Longer bar = more significance)
Materiality trend
Stable:
Materiality
stays the same
across the
medium and/or long term
Decreasing:
Materiality
decreases
across
the medium and/or long term
Increasing:
Materiality
increases
across the
medium and/or long term
SUSTAINABILITY
Double materiality assessment
The Rank Group Plc
Annual Report 2024
Group Overview
Strategic Report
Governance
Financial Statements
39
Providing an entertaining and
exciting experience for all our
customers is a central focus of
our business. To achieve this,
we want to offer our customers
fun and entertainment, whilst
ensuring that they play within
their means.
Safer gambling considerations are
therefore at the forefront of our
consumer engagement and embedded
into everything we do. We continue to
develop our approach, utilising new
technology and deepening employee
awareness, to increase the sophistication
of our methods of detecting at-risk play.
Key Performance Indicators
Overall Customer Net Promoter Score (‘NPS’)*
52
Customer feedback scores on safer gambling*
84%
Employee NPS on safer gambling
69
Percentage of UK Digital customers using safer
gambling tools**
31%
Safer gambling
Safer gambling is at the heart of
everything we do at Rank; we cannot
deliver on exciting and entertaining
experiences without creating a safe
environment for our customers.
Foremost, it is important that we promote
awareness for safer gambling amongst
our customers and colleagues, featuring
messaging in every venue, across every
platform and in all communications.
Secondly, we provide customers with
safer gambling tools that they can use
to control and have more awareness
of their play. Despite equipping our
customers with the knowledge and
measures to have a safe experience,
a small proportion of individuals will
demonstrate at-risk behaviour. It is
therefore critical that we are constantly
monitoring for at-risk play.
Whether registering to play online or in
venue, every new customer receives a
safer gambling message that includes
information about the tools available to
all players. We have ‘360’ safer gambling
messaging in all UK land-based venues,
including printed resources available
for customers to read or take home,
and digital touchpoints in our newly
refurbished venues. There are safer
gambling notifications on all machines
across the Mecca and Grosvenor estate,
and there is appropriate signage in the
gaming machine areas. Safer gambling
messaging can be found on all gaming
machines, on posters in every toilet, and
on leaflets at reception in our Spanish
venues. Our standalone, dedicated safer
gambling website in the UK, Keep It Fun,
is a hub for advice and information on
safer gambling tools available.
We empower customers to use safer
gambling controls to monitor their
own play. Deposit, loss and time limits
can be set up by our UK customers
to manage their spending or remind
customers of how long they have been
playing for online. We provide links
to GamCare’s self-assessment tool
from our UK-dedicated safer gambling
website, customers can use this online
assessment tool to find out how much of
an impact gambling is having in their
life. Self-exclusion allows customers to
take an enforced break from gambling,
and can be done through our own self-
exclusion schemes or national schemes.
We employ a plethora of measures to
detect at-risk play. Data modelling in our
UK business utilises information about
customers to allow identification of
individuals that may be at risk of problem
gambling. Our Markers of Harm model
evaluates demographic, transactional,
and behavioural data, and known
markers of harm, and the risk score
generated for a customer determines the
type of interaction they need to receive,
whilst our affordability assessments
utilise credit profiles to assess whether
the level of play of a customer is likely to
be beyond their means.
Our Hawkeye system monitors digital
play in real-time 24/7 and is overlaid
by the Markers of Harm model. In our
Grosvenor venues, NEON, our casino
management system, assists our teams
in detecting at-risk play by tracking all
players that are entering the venues.
This year we completed the rollout of
Playsafe, a machine management system
for Category B3 machines in our Mecca
venues, and we can also track customer
spend through the Max electronic bingo
tablets. Colleague training ensures
they are equipped with the skills and
understanding to recognise at-risk
behaviours.
Safeguarding minors and
vulnerable customers
We have a firm responsibility to prevent
underage play, and to protect our
customers from harm. This reflects
not only our requirement to comply
with government regulation, but also
our values as a socially responsible
business. Under-18s are forbidden from
entering our venues and from playing on
our online platforms and we take action if
there are unlawful attempts to enter our
venues.
There are a number of factors which can
result in customers being vulnerable,
including, but not limited to, life
events, changes to financial situation,
struggles with addiction and medical
issues. We also recognise that under-
25s are potentially subject to a range
of significant life changes that could
make them more vulnerable than those
in higher age brackets. There are a
number of measures taken to safeguard
vulnerable customers in the UK
including setting the bar higher in our
marketing by not targeting promotional
messages nor the products themselves
towards anyone under the age of 25,
conducting local area risk assessments
prior to opening a new venue, and
using demographic, transactional and
behavioural data and known markers of
harm to assess customers. In the UK and
Spain our teams receive training on how
to take proportionate and appropriate
action if a vulnerable customer is
identified, including the Threat to Life
process wherein colleagues contact the
police to request a welfare check.
Customers
*
An average for last three months of the year
and this Group score is a weighted average
of all business units scored based on NGR %
contributions.
**
This is the total active customers that have
used safer gambling tools during the year.
SUSTAINABILITY
Mecca, Luton
40
The Rank Group Plc
Annual Report 2024
Group Overview
Strategic Report
Governance
Financial Statements
Product safety and quality
In accordance with regulations in the UK,
Rank must ensure that the equipment
it uses meets the conditions of its
operating licences, both venue-based
and digital. All gambling equipment and
software we obtain comes via companies
licensed by the Gambling Commission.
All providers of content must be B2B
certified by the Gambling Commission
and each individual game is certified and
tested independently by the supplier.
All gambling products installed in our
Spanish venues are certified and in
accordance with regional regulation, and
each machine must have its individual
homologation paper and fulfil the legal
Return to Player (‘RTP’) rate. In Spain,
the regulator must approve all games;
testing of digital games is undertaken
by a certification company authorised
by the regulator, while we also conduct
monthly internal monitoring of the RTP
rate.
Monitoring the performance of our
products is critical to delivering a
seamless player experience for our
customers and ensuring that our games
are operating in accordance with
regulatory requirements. Across our
brands, online and in venue, we track
performance of our equipment to alert
us to any potential issues as quickly as
possible. This allows us to take active
steps to maintain performance levels.
Ethical marketing
Promoting our brands to consumers
requires a careful balance of effective
advertising and ensuring that we are only
doing so responsibly. In both the UK and
Spain we adhere strictly to the regulations
governing the advertising of gambling
products that stipulate all operators must
ensure that promotional communications
are restricted to the intended audience.
Reflecting our values as a responsible
operator, we go above the requirements
in certain cases. In Grosvenor, all of our
targeted offers are split according to
customer value segment; this ensures
that promotions are appropriate to each
individual’s level of play.
Safer gambling is a critical consideration
in our advertising and we are committed
to providing consistent and effective
safer gambling messaging when we
promote our products. In the UK, in
compliance with BGC commitments,
and in addition to the safer gambling
messaging which must be included in
all advertisements, we ensure that social
media ads are only targeted at people
over 25 years old, and we only show
YouTube ads to people that have been
age verified. Additionally, 20% of our
“above the line” media expenditure in
the UK is reserved for safer gambling
messaging on campaigns. To keep
our customers safe, we suppress any
marketing communications to those
customers who have self-excluded.
For the venues business in Spain,
there is no obligation to display the
“responsible gambling” message in our
operating locations of Catalonia, Madrid
and Andalusia, however, we always add
the message to our advertisements. For
the digital business in Spain, whilst we
always display the responsible gambling
message when required, the obligation
to do so is dependent on the following:
content and type of communication,
communication channel, the targeted
users/those potentially impacted and
which company is responsible for the
communication.
Customer service
Our customer service centre is critical
to our ability to meet the needs of
our customers. Foremost, the team
provides customers with the support
they require in a timely and friendly
manner. The feedback received from
customers is also important for taking
learnings, implementing improvements
and developing our offering, ensuring
that our products and services remain
relevant.
We engage in a variety of ways, from
face-to-face interactions in venues to
email and telephone contact. To facilitate
ease of communication, there are a
number of customer feedback channels
in the UK and we have continued to
adapt and improve our service capability,
introducing different methods for
customers to get in touch and utilising
new technology solutions. This year we
launched AI chatbots on all UK brand
sites, improving responsiveness to
customers.
Our aim is to effectively utilise the
feedback we receive to implement
improvements and efficiencies in the way
we deliver our services to customers.
Our quality and monitoring function in
the UK assesses all customer contact
and gives direct feedback to team
members. We use a case management
system to categorise complaints, which
enables us to track patterns and identify
any common or reoccurring issues
that we need to address. Following an
interaction, we send customers a survey
via email, asking them how they rate the
service, whether we resolved the issue
and welcoming further comments.
Customer privacy and data
security
We have mature processes in place
to protect our customers’ privacy and
keep their data secure. Our priority
is to ensure data is used in a fair and
transparent manner and prevent breach
or loss of data by understanding the
risks presented by wrongful access,
whether by our colleagues, customers,
suppliers or third parties. A critical
factor in maintaining data security is
ensuring that employees are aware of
both the related risks and the proper
data handling procedures. To maintain
the prevalence of data protection in
colleagues’ minds, we conduct training
on data protection.
The protection measures we employ
are dependent upon the level and type
of security required. These include,
but are not limited to, password
management (complexity and frequency
of change), multifactor authentication,
firewalls, encryption, role-based access
controls, end-point protection, intrusion
detection/prevention and employee
education. These measures are aligned
with industry best practice.
Health and safety
Ensuring the physical health and safety
(H&S) of our customers and colleagues
is of paramount importance as we are
operators of multiple physical gaming
venues across the UK and Spain.
We are dedicated to maintaining the
highest standards in H&S throughout
the Group. Our commitment includes
continually enhancing and updating our
processes to align with local government
regulations and industry codes of
practice.
In Spain, health and safety of venues is
managed by an external provider, whilst
in the UK it is managed by our in-house
team; this year we have bolstered
oversight of H&S with an additional
regional health and safety manager.
Audits are conducted of all venues for
health and safety, food safety, and fire
risk assessments and health and safety
training is provided to colleagues.
Customers
SUSTAINABILITY
The Rank Group Plc
Annual Report 2024
Group Overview
Strategic Report
Governance
Financial Statements
41
We prioritise creating positive
working environments for our
colleagues and this involves
driving engagement, offering
development opportunities and
ensuring fair treatment
and support for all.
We want to deliver value to our
colleagues at every stage of their journey
and therefore take a comprehensive view
of the employee life cycle.
Key Performance Indicators
Employee Net Promoter Score (‘eNPS’)
39
Percentage of women in senior roles*
34%
Employee engagement score**
79%
Number of women in senior management
21
Training and development
We want our colleagues to feel engaged
and enjoy being part of the Group.
Enabling colleagues to develop new
skills and broaden their knowledge is a
crucial part of the employee experience,
as it allows individuals not only to excel
in their roles but to also advance their
own career goals.
We have a range of learning tools and
development opportunities available to
colleagues and this year we launched a
new learning platform Mind Tools (Love
to learn) which offers tailored individual
learning, education and development
for colleagues, allowing individuals to
create individual playlists of learning.
We also rolled out our Mentoring@
Rank programme across the business
to provide exclusive internal mentoring
opportunities that allow colleagues to
network with, learn from, and support
each other’s development and growth.
Equality, Diversity and Inclusion
We are focused on building the right
culture and behaviours throughout
Rank, making them part of everything
we do. To foster Equality, Diversity and
Inclusion (‘ED&I’) in our business,
work is ongoing to deliver against our
four stated aims. We are continuously
reviewing our progress against these
aims as the business evolves, providing
updates to the Nominations Committee
and Board, as required. We are taking a
global approach with an understanding
there will be nuances by country, given
cultural differences.
This year we launched our Family
Friendly Policy in the UK, receiving very
positive feedback from colleagues, with
a planned global rollout in the coming
year. We have made great progress in
our efforts to close the gender pay gap.
Our latest report shows that in 2023 the
gender pay gap fell to 5.2% (median),
which is lower than the UK average.
Colleagues
Engagement and reward
We are a globally diverse business
with 7,600 colleagues spanning
various roles in land-based venues,
field-based positions, and offices
across six countries. Therefore, having
effective and consistent means of
communication with our colleagues, and
a robust listening strategy that enables
colleagues to be heard, are important
ways we measure engagement and
sentiment.
We utilise multiple engagement
channels to make sure that every
individual has the opportunity to
feedback to the business on their
experience, from global Town Halls
to employee forums and surveys.
In May 2024 we launched our new
global engagement platform, Connect,
improving our ability to provide timely,
relevant and engaging updates and be
a driver in further building a culture of
two-way communication. Connecting
with our venues’ colleagues was a key
motivation for launching this platform,
as those employees that are not office-
based lack the ready access to company
information.
We continue to recognise our colleagues
for their hard work and dedication. Our
awards programme, STARS (Service,
Teamwork, Ambition, Responsibility and
Solutions), recognises individuals or
teams nominated by their colleagues for
exemplifying Rank’s values in their work.
We have also continued in rolling out our
employee value proposition, Work. Win.
Grow., with a focus on recognising the
varied experiences our colleagues have
across different parts of the business and
crafting a bespoke offering that meets
everyone’s needs.
Mental health and wellbeing
Delivering a great employee experience
includes safeguarding our colleagues’
mental health and wellbeing. We want
to provide a working environment that
is both fun and supportive, and the
Worklife and Wellbeing programme was
launched for the express purpose of
keeping colleagues engaged, motivated,
happy and healthy at work. We have
mental health first aiders in all our
UK venues. Our Employee Assistance
Programme (‘EAP’) provides colleagues
access to affordable, quality medical care
through our medical plans, and location-
appropriate financial wellbeing support.
SUSTAINABILITY
*
Position at 30 June 2024.
**
We will be using employee engagement score rather
than eNPS as an indicator for colleague sentiment
going forwards.
42
The Rank Group Plc
Annual Report 2024
Group Overview
Strategic Report
Governance
Financial Statements
In our last Sustainability Report we
announced our Net Zero Pathway,
committing to reaching net zero
emissions by 2050. We also set an
interim target for all operations to reach
net zero on Scope 1 and 2 emissions and
selected Scope 3 emissions by 2035.
This year, we have made significant
progress delivering on our Net Zero
Pathway through a wide range of
workstreams. To establish an accurate
baseline for our Scope 1 and 2
emissions, we completed energy data
capture at asset level for the 40 venues
with the highest energy consumption
in the UK, as well as calculating Scope
1 and 2 emissions for the rest of our UK
estate and for all venues in our Spanish
portfolio. We also progressed the Scope
3 data assessment of our UK value chain
and completed the Scope 3 baselining in
Spain.
By data to make informed
decarbonisation choices, we have begun
implementing equipment upgrades and
we have started creating behavioural
change to reduce energy use. Through
assessing and baselining our energy use,
engaging and educating our colleagues,
and investing in improvements to our
estate, we are beginning to see positive
results.
A full update on our progress on the
Net Zero Pathway can be found in our
Sustainability Report.
Key Performance Indicators
Absolute carbon emissions*
22,112
tCO
2
e
Environment
Achieve net zero
emissions
2022
2035
2023
2024
2050
2025
Created initial
Net Zero Pathway
Commenced
LED installation
in venues
Completion
of Scope 3 data
gathering for
UK business
Achieve net zero
for Scope 1 and 2
and partial Scope
3 emissions
Q4
Submitted
CDP report
Q4
Commenced data
gathering through
installation of PRISM
technology at 40
venues in UK
Q2
Signed power
purchase agreement
in the UK
Q1
Launched cultural
engagement
programme for
Net Zero Pathway
Q1
Launched Mindsett
platform for 40 venues
providing real-time
energy usage data
Q1
Reported on revised
Net Zero Pathway
based on initial data
gathering
Q2
Completed six
months of baseline
data gathering at 40
venues
Q4
Completed Scope
1, 2 and 3 data
gathering for Spanish
operations
SUSTAINABILITY
*
This is calculated using Scope 2 market-based
emissions.
The Rank Group Plc
Annual Report 2024
Group Overview
Strategic Report
Governance
Financial Statements
43
The following section outlines
our climate-related financial
disclosures covering all four
pillars and 11 recommended
disclosures set out by the Task
Force on Climate-related
Disclosures (‘TCFD’).
These are consistent with all of the TCFD
recommendations pursuant to Listing
Rule 9.8.6 (R ) (8). Our disclosures
also meet the Companies (Strategic
Report) (Climate-related Financial
Disclosure) Regulations 2022 amended
sections 414C, 414CA, and 414CB of the
Companies Act 2006 and requirements
under UK Climate-related Financial
Disclosures (‘CFD’).
Environment
Task Force on Climate-related Financial Disclosures (‘TCFD’)
SUSTAINABILITY
Governance
Board
Net Zero Working
Group
Cross-functional group
of internal and external
personnel, led by Director
of IR, ESG & Treasury
ESG Working
Group
Led by Director of IR, ESG &
Treasury and attended by
third-party sustainability
consultants
ESG Steering Group
Executive group comprises of CEO and members of Executive
Committee
ESG & Safer Gambling
Committee
Board Sub-Committee led
by Non-Executive Director,
Katie McAlister
Executive Committee
Independent oversight
Strategy
Implementation
Assessment of climate risk
The Risk Committee considers current
and future climate-related regulatory
requirements and monitors them on an
ongoing basis. Currently climate change,
though an emerging risk, is considered
a low physical risk to the company
across all time horizons. This Group
Risk Register is also informed by the risk
registers held at business unit level from
Mecca, Grosvenor, Rank Interactive and
Rank International.
As part of the business’s first double
materiality assessment conducted
this year, the business assessed the
materiality of “Emissions management
and climate change adaptation”.
Externally, the release of GHG emissions
to the atmosphere, as a result of the
Group’s operations and across the value
chain, was identified as having a material
impact in the short-term. Nevertheless,
this is mitigated by the development
and implementation of our Net Zero
Pathway, which should reduce the impact
materiality of this issue over the medium
to long term.
Internally, the climate-related
expectations of our stakeholders were
identified as having a material impact
on the business financially. This is as a
result of our commitment to spending
£56.7m over the next twelve years on
our Net Zero Pathway. However, this
expenditure will reduce the financial
materiality of the issue over the
medium to long term as we reduce our
carbon emissions footprint through
the infrastructure, equipment and
environmental management systems
invested into in the short term.
The business has considered the trade-
off in the cost of the Net Zero Pathway
implementation against meeting
stakeholder expectations by reducing
our carbon footprint in the long term
through decarbonisation.
Further climate-related risks were
identified as having potential impact
upon the business. However, the
assessment concluded that these risks
were of insignificant financial materiality
over the short, medium and long term.
Climate risk in decision-making
Climate-related issues factor into the
Board’s decision-making processes. The
implementation of the Net Zero Pathway
has implications in terms of major plans
of action, business plans and internal
strategy, as it is a major workstream in
the business which is relying on input
from a cross-section of the Group, and
meeting the expectations of external
stakeholders.
A significant component of the annual
budget is the continued investment into
our real estate; during the course of the
year this has included replacement of
gas heating systems with new split air
conditioning/heat pumps in two venues,
replacement of boilers, installation
of LED lighting and signing a power
purchase agreement which represents
over a third
of our energy consumption in the UK
based on the year just ended.
Further opportunities for energy use
reduction are being explored and
scoped, and this is occurring alongside
the maintenance programmes to ensure
that equipment is being replaced or
upgraded at the most appropriate time.
Climate-related issues will continue to
be a matter for Board consideration in
reviewing and guiding performance
objectives, as sustainability performance
is linked to executive remuneration,
including the Group’s carbon intensity
ratio.
Board oversight
For effective leadership on climate-
related issues, there must be awareness
and understanding of these matters from
the very top of the organisation. Our
Board of Directors are regularly kept
apprised of climate-risk considerations,
including progress against our net
zero targets and ESG KPIs. Specifically,
the ESG Steering Group, which
assumes executive ownership and
accountability for the sustainability
strategy, provides updates to the Board;
this year, this included progress on
the Net Zero Pathway and the double
materiality assessment, and updates
on the legislative landscape for climate
reporting.
Our CEO and CFO both have climate-
related experience, sitting on the Risk
Committee, which reviews climate risk,
the ESG Steering Group, and the ESG
& Safer Gambling Committee which
approves budgets for ESG-related
investment and expenditure.
The Board has clear oversight of climate-
related matters through its committees.
The ESG & Safer Gambling Committee in
particular is responsible for overseeing
the Group’s approach to climate risk,
defining strategies and proposed actions.
The terms of reference for the Committee
are available on our website; their
responsibilities regarding ESG includes
climate-related matters. The Chair of
the ESG & Safer Gambling Committee,
Katie McAlister, a Non-Executive
Director on Rank’s Board of Directors,
is responsible for oversight of all ESG
matters including climate change. The
ESG & Safer Gambling Committee met
four times during the year, with climate-
related matters raised at each meeting.
The Audit Committee is aware of climate
risk accounting considerations and the
potential impact of climate change on
the business.
In addition to receiving internal
information, the Board is given updates
by our external consultants. This year
the ESG & Safer Gambling Committee
received a presentation from our ESG
specialists on the evolving ESG reporting
landscape, including how TCFD
reporting is being integrated into the
new reporting requirements.
44
The Rank Group Plc
Annual Report 2024
Group Overview
Strategic Report
Governance
Financial Statements
Management oversight
The approach taken to managing
climate-related risks and opportunities
is not static but reflects continuous
monitoring and assessment of these
issues, their potential impact upon the
business, and the Group’s impact on
the environment. The responsibility
for both establishing the direction and
implementation of our approach to
climate-related risk and opportunities
sits with our Executive and Management
Teams. Our Director of IR, ESG and
Treasury, reports directly to the CEO and
the ESG & Safer Gambling Committee,
and has led on the implementation of
the Group’s ESG strategy since 2021,
including TCFD reporting, engaging our
carbon consultants, and establishing
the Net Zero Pathway and its associated
capex requirements.
ESG Steering Group (ESG-SG)
The ESG-SG comprises members of
the Executive Committee including the
CEO. The ESG-SG plays a strategic role
by setting out the ESG-related objectives
for the Group, which includes climate-
related matters. The ESG-SG meets
as required, and all material matters,
including those pertaining to climate,
are fed through the ESG-SG and then up
to the ESG & Safer Gambling Committee.
The ESG Working Group (ESG-WG)
The ESG-WG is led by our Director of IR,
ESG and Treasury, and attended by our
sustainability consultants. The ESG-WG
is responsible for operationalising the
ESG strategy as set by the ESG-SG.
The Net Zero Working Group
(NZWG)
The NZWG, meanwhile, is focused solely
on operationalising the Group’s Net Zero
Pathway, also chaired by our Director
of IR, ESG and Treasury. The NZWG
comprises a multi-discipline, cross-
functional group of personnel including
the Purchasing Director and Director of
Property. The NZWG meets quarterly, and
updates are shared on progress on all net
zero workstreams, with data on energy
use being provided by our third-party
consultants.
The Managing Director in Spain holds
ultimate responsibility for the net zero
strategy for our land-based Enracha
venues, supported by the Strategy and
Transformation Lead in Spain on day-
to-day operations. Aligning with the
overarching Group Net Zero Pathway, the
business is developing a country-specific
strategy for our Spanish operations.
In the UK, the ESG Working Group and
Net Zero Working Group are supported
by external advisers, specifically relating
to our climate-risk reporting and net
zero workstreams. The consultants
– Consultus, Cloudfm and Buchanan –
each have unique but complementary
skillsets. These skillsets satisfy the
multitude of stakeholder requirements
that drive operational, financial and
commercial success.
In Spain, we have similarly engaged
consultants to support on net zero
workstreams: JustaEnergia and
Valora. The business is informed
by other corporate advisers. These
include broking, legal and accounting
professionals, with information delivered
via webinars, publications, one-to-one
training sessions, and ongoing internal
discussions regarding energy utilisation.
Considerations from multiple
segments of the business feed into our
assessment of climate-related risks
and opportunities, as these risks can
impact the business in many different
ways. For the Group’s balance sheet,
climate-related risk has the potential to
impact financial performance and cost
base. Regarding investor relations, it is
material in the management of Rank’s
capital markets profile and awareness
of emerging risks and requirements.
For our Procurement Team, a key
consideration is indirect emissions
management within the downstream
supply chain in order to meet net zero
expectations; and the management
of our land-based venues through
efficiencies in portfolio management
with decarbonisation of our property
estate material in reducing our direct
emissions.
Strategy
The NZWG is defining a comprehensive
decarbonisation and investment
strategy across the UK portfolio, and
the development of a decarbonisation
plan for Spain is also underway. These
investments will support the Group’s
stated ambitions, and the upfront capex
should positively impact the long-term
opex requirement, with the introduction
of more energy-efficient and cost-
effective solutions. The inclusion of
climate assessment criteria into the
project approval process for all areas of
the business further integrates climate-
risk consideration into our operations.
As set out in our Net Zero Pathway (see
page 43), Rank has committed to £56.7m
1
investment in climate-related and
aligned initiatives over the next 12 years
within the UK. (It is important to note
that this will include expenditure that
is a matter of course for maintenance,
but that will contribute to the reduction
of the business’s carbon footprint.) The
investment made each year is dependent
on the initiatives we are able to complete.
During the course of this year, £8.65m of
the allocated budget was invested in net
zero actions.
Rank takes into consideration the useful
life of the organisation’s assets or
infrastructure and the fact that climate-
related issues often manifest themselves
over the medium and longer terms. This
year, Rank’s accounting team reassessed
the climate-related matters that may
impact the Group’s financial statements.
Environment
Task Force on Climate-related Financial Disclosures (‘TCFD’)
SUSTAINABILITY
Findings of assessment of climate-related matters on Group’s financial statements
Area of assessment
Potential impact
Intangible assets,
property, plant and
equipment, leased
assets
Climate-related risks may have a substantive financial or strategic impact
of the Group’s business, affecting the useful lives and residual values of
intangible and tangible assets. It could be determined after assessment that
useful lives may need to be reduced and depreciation and amortisation
accelerated.
Impairment of assets
Impairment indicators will include any significant changes in the
technological, market, economic or legal environment that negatively
impact the Group. Our external consultants provide us with the risk-based
cost of capital calculations which take into account climate risk. Increased
awareness of the consequences of environmental change is triggering
regulatory action, which is affecting stakeholders’ perspectives.
Provisions
As the Group takes action to address the consequences of climate change,
these actions may result in the recognition of new liabilities or, where the
criteria for recognition are not met, new contingent liabilities may have to be
disclosed.
Fair value
measurement
The Group will ensure that fair value measurements appropriately consider
the relevant climate-related risk factors. Our external consultants provide
us with the risk-based cost of capital calculations which take into account
climate risk. Climate change can have a tangible effect on assets and
liabilities now and in the future (e.g. rising water levels, changing weather
patterns, increased pollution levels etc).
Summary findings
The Group constantly monitors the latest government legislation in relation
to climate-related matters. As of the year end, there is no legislation in place
that will financially impact the Group. Should a change be required, key
assumptions used in ‘value in use’ calculations and ‘sensitivity to change’
assumptions will be adjusted. Management has assessed that there is no
material impact to the financial statements due to climate-related matters.
LED lighting
refurbishment at
Grosvenor, Luton
1.
This was adjusted from £57m due to changes
in anticipated prices for areas that we plan to
invest in to reduce emissions.
YOY reduction in energy use in UK venues
11%
Cost saving due to reduction in energy use
in UK venues
£1.4m
The Rank Group Plc
Annual Report 2024
Group Overview
Strategic Report
Governance
Financial Statements
45
Climate-related risks and
opportunities
Climate-related risks are not anticipated
to have a material financial impact on the
business. However, such issues do mean
an adjustment in the Group’s strategy
to accommodate greater recognition
of climate risk, as well as how this is
assessed, resourced and communicated
to stakeholders.
The Board, Executive and working
groups will continue to monitor all
climate-related issues.
Transition risks
Transitioning the business to meet
the requirements of a lower-carbon
economy may entail extensive policy,
legal, technology and market changes
to address mitigation and adaptation
requirements related to climate change.
Transition Risks
Risk description
Potential outcomes
Financial impact
Policy and Legislation
That Rank is not able to respond to
increasingly stringent regulation on reporting
to the frequency or quality required, resulting
in legal and/or reputational issues, which in
turn drive compliance costs and potentially
impact the cost of capital.
Monitoring potential legislative and
regulatory changes.
Reporting against the recommendations
of the Task Force on Climate-related
Financial Disclosures (‘TCFD’).
Reported to the CDP.
Across the short, medium and long term
we consider this risk to be of insignificant
financial materiality as we are reporting
against internationally recognised
frameworks, and we are currently developing
our disclosure ready to meet new legislative
requirements for sustainability reporting.
That nation states may introduce carbon
emission levies, placing an additional fee
upon energy consumption costs, which may
increase Rank’s operating costs.
Continue to monitor for potential carbon
emissions levies.
We consider this risk to have insignificant
financial materiality across the short, medium
and long terms, as the implementation of our
Net Zero Pathway will reduce our emissions.
Market
Climate-induced changes to customer
preferences for leisure, such as more players
choosing to play online at home, rather than
incur possible transportation emissions and
continued utilisation of inefficient spaces.
Continue to monitor customer
behaviours.
Offer cross-channel platforms for
customers.
We do not assess this risk as being highly
likely, and therefore consider its financial
materiality insignificant. Furthermore,
our cross-channel offering means that if
customers were increasingly moving online,
we could adapt our experience to suit their
expectations.
Reputational
Failure to meet internal or external
stakeholder climate-related expectations,
thereby impacting relations. May result in
being perceived a higher risk investment,
increasing cost of capital with investors,
financial institutions and insurers. May be
reduced revenues due to challenges in
attracting new talent and increased opex
from employee turnover.
Development and implementation of our
Net Zero Pathway.
Interim target for 2035 to be net zero for
Scope 1 and 2 and selected Scope 3, and
then target for net zero for all emissions
by 2050.
We have committed to spending £56.7m
over the next 12 years to support our net
zero ambitions. While this comprises a
major financial impact in the short term on
cash flows, this will decrease to a moderate
financial impact over the medium to long
term, as we reduce our emissions over time
and aim to be net zero on Scope 1 and 2 and
selected Scope 3 by 2035.
Environment
Task Force on Climate-related Financial Disclosures (‘TCFD’)
SUSTAINABILITY
46
The Rank Group Plc
Annual Report 2024
Group Overview
Strategic Report
Governance
Financial Statements
Physical risks
Physical risks resulting from climate
change can be event-driven (acute) or
due to longer term shifts (chronic) in
climate patterns.
Flood risk assessment
We once again completed a desktop
assessment to review the perceived flood
risk of our UK operations (both venue
and office locations) and international
operations (including all Enracha venues
and the offices in Spain, Gibraltar, South
Africa and Mauritius). This research
utilised data from the UK Government,
Scottish Environment Protection
Agency (‘SEPA’), and Natural Resources
Wales, and ThinkHazard!, an online
tool developed by the Global Facility
for Disaster Reduction and Recovery
(‘GFDRR’).
Of the 108 venues and offices in the UK,
only 13 were identified as high risk for
urban/surface water, river and/or coastal
flooding. Of the 13 international venues
and offices assessed, only one (an
Enracha venue in Spain) was identified as
being at risk of urban/surface water, river
and/or coastal flooding. Currently, we
believe there is little to no impact from
the physical risk presented in Spain on
our financial performance.
All our venues are insured in the event
of flooding. While flooding would impact
our performance as clubs would have
to shut, given the low likelihood of
this occurring, we considering this of
insignificant financial materiality to the
business. This is our current analysis
on the physical risks posed by climate
change – whilst the physical risk may
change over time, we do not believe
financial materiality will.
Environment
Task Force on Climate-related Financial Disclosures (‘TCFD’)
SUSTAINABILITY
Physical Risks
Risk description
Potential outcomes
Financial impact
Acute
Extreme weather events as a result of
climate change could cause damage to
our properties and vehicles which will incur
increased capex and insurance costs.
Impacts of supply chain disruption from
increased severity of extreme weather events
may impact opex and capex, or impact
revenue if customer demands for online
entertainment cannot be met.
Business continuity and crisis
management plans in place.
Extreme weather events would impact our
performance if a club were shut, and as a
result, our cash flows. However, all our venues
are insured, and we also consider this to be
of low likelihood; it is therefore considered of
insignificant financial materiality across the
short, medium and long term.
Chronic
Changes in average climate conditions,
including rising sea levels, coastal flooding
and increased average temperatures,
could increase opex driven by increased
use of climate control systems, as well as
maintenance and insurance costs.
Continue to monitor flood risk at all
Enracha, Grosvenor and Mecca venues.
Clubs are insured in event of a flood.
Flooding would impact our performance
and cash flows if a club were shut. However,
all our venues are insured, and we also
consider this to be of low likelihood; it is
therefore considered of insignificant financial
materiality across the short, medium and
long term.
Flood risk assessment for UK and Spanish venues
UK venues & offices
Surface water
Rivers
Coastal
High risk
10.2%
1.9%
1.9%
Medium risk
13.0%
5.6%
4.6%
International venues & offices
Surface water
Rivers
Coastal
High risk
0%
7.7%
7.7%
Medium risk
7.7%
7.7%
7.7%
Please note: The risk ratings of ‘high’ and ‘medium’ used in this table were defined by the sources from which we gathered the flood risk data. See the double
materiality section of this report for full details on how Rank has scored the materiality of risks.
The Rank Group Plc
Annual Report 2024
Group Overview
Strategic Report
Governance
Financial Statements
47
Scenario analysis
To evaluate the resiliency of the Group’s
strategies to climate-related risks and
opportunities, we conducted an analysis
on two different possible scenarios: the
rise in global temperature is limited
to less than two degrees, or the global
temperature rises by more than two
degrees.
The risks and opportunities to the Group
under each scenario are presented below
against short-, medium- and long-term
time horizons.
>2°C scenario
This scenario assumes global climate policy is less
effective and unabated GHG emissions cause climate
change above that envisaged by the Paris Agreement.
Under this scenario, informed by the IEA’s SDS
scenario, we would expect physical risks to become
much more apparent in the longer term, outweighing
transitional risks.
Risks
Short term (< 1 year)
Slight increase in transition and physical risks in the short term.
Isolated and manageable business disruptions caused by
extreme weather events, such as flooding or drought.
Insurance costs rise in step with increase in physical
damage to properties.
Adhoc supply chain interruptions.
Medium term (1-5 years)
Increasing physical risks due to a failure to adequately
transition to a low-carbon economy.
Increase in energy costs as traditional energy sources
become more constrained, whilst under-investment into
cleaner energy fails to bridge energy demand gap.
Flooding at certain high-risk venues due to increased sea
level.
Long term (> 5 years)
Increased physical risks due to a failure to adequately
transition to a low-carbon economy.
Increase in energy costs.
Flooding at certain high-risk venues due to increased sea
level.
Opportunities
Identify higher-risk properties within the portfolio to
either invest in or to consider exiting to stave off future
reparation and increase in insurance costs.
Engage with supply chain to ensure availability of
mission-critical supplies.
<2°C scenario
Our less than 2°C scenario assumes that we act
responsibly, improve the efficiency of our portfolio
by working with our landlords, and reduce our GHG
emissions. This may include the introduction of carbon
pricing by national governments. We consider transition
risks to pose the greater threat to our business under
this scenario, with only a limited and manageable impact
on our operations from physical risks. We considered the
IEA’s Net Zero Scenario in developing this scenario.
Risks
Short term (< 1 year)
Higher transition risks associated with moving to a low-
carbon economy.
Compliance risk if we fail to meet regulatory requirements,
including emissions reporting obligations.
Reputational risk with investors, customers and
employees, if we do not adequately address climate
change.
Increased cost of climate-related levies/increased pricing
of greenhouse gas (‘GHG’) emissions.
Medium term (1-5 years)
Continued transition risks.
Continuing compliance risk if we fail to meet regulatory
requirements, including emissions reporting obligations.
Increasing reputational risk with investors, customers
and employees if we do not adequately address climate
change.
Increased cost of climate-related levies/increased pricing
of GHG emissions.
Changing customer behaviour.
Long term (> 5 years)
Less significant increase in physical risks. Continued
isolated extreme weather events causing manageable
direct business disruptions to office locations, and
impacts to suppliers in our moderate supply chain.
Higher summer temperatures and rapid changes in
temperature and humidity causing challenges for venue
cooling and increases in energy costs across our venues
and offices.
Opportunities
Define net zero strategy to meet increasing stakeholder
expectations.
Potential to develop a zero-emissions online product, or
facility that allows customers to offset.
As demand for more energy-efficient infrastructure
and equipment increases in the market, so demand will
increase, which is likely to reduce costs. This will enable
investment that will ultimately reduce energy costs.
Environment
Task Force on Climate-related Financial Disclosures (‘TCFD’)
SUSTAINABILITY
Conclusion
Following our assessment, we believe that the business
is resilient under either scenario. Whilst we consider
transition risks to be of greater threat to the business
under the <2°C scenario, we believe that our ongoing
efforts under our Net Zero Pathway mean we are
mitigating risk in this area.
48
The Rank Group Plc
Annual Report 2024
Group Overview
Strategic Report
Governance
Financial Statements
Environment
Task Force on Climate-related Financial Disclosures (‘TCFD’)
SUSTAINABILITY
Risk management
Each business unit also manages its
own risk register, which feeds into the
overarching Group register, therefore
enabling a holistic view of risk for the
company. The potential size and scope
of identified climate-related risks is
determined in the same manner as any
risk on the risk register. We conduct an
analysis which weighs “impact” against
“likelihood”.
Decisions to mitigate, transfer, accept, or
control climate-related risks are made in
the same manner as any risk on the risk
register. As climate risk was considered
not material to the business at present,
it is not on the risk register currently.
However, the Risks Committee and Board
continue to monitor the materiality of
climate risk.
The financial materiality of the identified
climate-related risks has been assessed
as part of the double materiality
assessment we undertook. This process
was aligned with our risk register to
ensure that the methodologies were the
same. Subject matter experts input upon
the impact and financial materiality of
each risk and opportunity, considering
all the preventative and mitigating
actions in place, and the likelihood and
scale of each.
Financial materiality was considered
against Operating Profit and classified
as insignificant, minor, moderate, major
or severe, and whether that impact
was upon cash flows, development,
performance, position, cost of capital, or
access to finance.
Each risk was considered across the
short-, medium- and long-term time
horizons, which we define as the
following: short, <1 year; medium, 1 to 5
years; and long, > 5 years (please note:
we have updated the time horizons to
reflect those which we used in the double
materiality assessment, guided by the
CSRD). The collated results of the double
materiality assessment were presented
to the Executive for consideration and
approval.
Please see the double materiality
assessment report on pages 37 to 39 for
a complete understanding of the process.
Responsibility for mitigating,
transferring, accepting or controlling
climate-related risks sits with the NZWG
and its Chair, Director of IR, ESG and
Treasury. The judgements made are
related to the ESG Steering Group and
ESG & Safer Gambling Committee for
oversight and approval.
The NZWG convenes frequently to assess
progress against our net zero targets: net
zero by 2050, and an interim net zero
target for Scope 1 and 2 and selected
Scope 3 for the Group by 2035. This is
in line with national and international
targets.
The company is exploring whether
this timeframe can be brought
forward through the ongoing Net Zero
assessment, and the Net Zero Working
Group is in the process of advancing
its integration of risk and opportunity
assessment. This includes adjustment
of business strategy, policies, planning
and governance systems with clear
performance objectives.
Our real estate portfolio is the most
material carbon hotspot within the Scope
1 and 2 value chain. Consequently, this
has been designated the primary area
of focus for the NZWG, through the
application of technology within the top
40 most carbon-intensive sites (which
comprise over 50% of the Group’s
carbon profile). Having collected six
months’ worth of data assessing energy
use and efficiency of equipment, we have
identified improvement opportunities
and commenced a programme of
investment into our venues.
We have undertaken a Scope 3
assessment process across the UK
business, establishing a baseline for
Scope 3 emissions data in the current
year.
Our intention is to report our Scope 3
emissions (across the 11 categories that
we have determined to be relevant to
the Group considering the entire value
chain) in the coming years in accordance
with our commitment to have an SBTi-
aligned plan.
For more details on the Scope 3 assessment,
see our 2024 Sustainability Report.
To align with the Group net zero target,
we are developing a specific net zero
strategy for the Spanish portfolio, and
have completed an energy assessment
of the land-based venues.
The implementation of our Net Zero
Pathway is being delivered through
three interrelated workstreams: carbon
reporting, transformation (PMO and
designing investment plan) and cultural
and behavioural change (see the Net
Zero Pathway section for more details
on initiatives completed and commenced
to date).
Metrics and targets
We have set two net zero targets in line
with our decarbonisation ambitions.
We aim to be net zero by 2050, and
intend on disclosing an SBTi-aligned
plan for reaching Net Zero by 2050,
or earlier if possible. To ensure we
are progressing in step with our own
expectations, as well as those of our
stakeholders, we have set an interim net
zero target for Scope 1 and 2 emission
and specific Scope 3 elements in the
Group for 2035.
Our targets are based around clear
workstreams for decarbonisation
of operations, as part of our Net
Zero Pathway. Foremost, following
an extensive energy assessment in
our 40 highest energy-consuming
venues in the UK, we established a
clear baseline for energy use. This
has informed a raft of initiatives that
include building rationalisation, grid
abatement, PPA supply and various other
energy reduction measures including
colleague engagement initiatives, the
implementation of which has already
begun.
By integrating climate considerations
into the approval process for projects,
we are using GHG emissions and
carbon intensity metrics to support
the assessment and qualification of
investments. We have also conducted
an energy assessment at all nine venues
in Spain, and we are in the process of
developing a decarbonisation plan for
the Spanish portfolio.
Furthermore, we have commenced a
Scope 3 emissions assessment, which
will further inform the initiatives under
our Net Zero Pathway.
For more details on our Net Zero Pathway,
please see our 2024 Sustainability Report.
The metrics currently used by Rank
to assess climate-related risks and
opportunities in line with its strategy and
risk management process are Scope 1
and 2 emissions and a limited range of
Scope 3 impacts. These are published
as part of the Group’s obligations to
report in line with Streamlined Energy
& Carbon Reporting (‘SECR’). A broader
assessment is taking place over the next
reporting period, in line with SBTi-based
methodologies.
For purposes of ongoing comparison,
it is required to express the GHG
emissions using a carbon intensity
metric. The intensity metric chosen is
£m NGR. Rank’s NGR for 2023/24 was
£734.4m, with a carbon intensity ratio of
30.1 tCO
2e per £m NGR (for
2022/23 it
was 36.6).
This year, we have used absolute carbon
emissions as the key performance
indicator for our environmental
performance, and this is linked to
executive remuneration.
LED lighting, Grosvenor, Luton
The Rank Group Plc
Annual Report 2024
Group Overview
Strategic Report
Governance
Financial Statements
49
Environment
Task Force on Climate-related Financial Disclosures (‘TCFD’)
SUSTAINABILITY
SECR report
Objectives of this report
The Rank Group Plc is a quoted company
and is therefore required to report its
global greenhouse gas (GHG) emissions
through its annual reports. This report
has been prepared to support Rank’s
compliance with the Directors’ Report
under Part 15 of the Companies Act 2006
(Strategic Report and Directors’ Report),
requiring the disclosure of energy use
and GHG emissions.
Scope boundaries
The Rank Group Plc has used an
operational control approach to define its
GHG emissions boundary, as it has full
authority to introduce and implement its
operating policies at its operations. Rank
is reporting at Group level and therefore
must take into account not only its own
energy and carbon information, but
also the information of any subsidiaries
included in the consolidation which are
quoted companies, unquoted companies
or LLPs.
The Group will therefore include the
following entities within the overall
emission calculated in this report:
Grosvenor Casino Limited, Grosvenor
Casinos (GC) Limited, Mecca Bingo
Limited, Enracha (Spain). The mandatory
reporting for The Rank Group Plc
captures emissions from its global
operations, which are UK and Spain,
relating to activities from stationary
combustion, i.e combustion of gas;
mobile combustion, i.e. fuel used in
transport for business purposes; fugitive
emissions, i.e. refrigerants used in
air conditioning, and the purchase of
electricity by the Group for its own use,
including for the purposes of transport.
In addition to reporting on the
mandatory scope, The Rank Group Plc
has chosen to also voluntarily report
on emissions resulting from electricity
transmission and distribution losses,
air travel, rail travel, water and waste
disposal. The Group has taken guidance
from the UK Government Environmental
Reporting Guidelines (March 2019), the
GHG Reporting Protocol – Corporate
Standard, and from the UK Government
GHG Conversion Factors for Company
Reporting document for calculating
carbon emissions.
The information has been collected and
reported in line with the methodology set
out in the guidelines, and the emissions
have been calculated using the 2022 UK
Government GHG conversion factors.
This report covers the reporting period
July 2023 to June 2024, which is in line
with the Group’s financial reporting
period.
Supporting materials
An emissions data file has been
compiled according to a specification
agreed with Rank that is in accordance
with the reporting guidelines. The
supporting data, as supplied by Rank
and relevant third-party suppliers as
applicable, is held in an evidence pack
and supplementary databases. This
supporting data is held by Consultus
International Group and can be made
available on request.
Quantification and reporting
methodology
The Group has taken guidance from
the UK Government Environmental
Reporting Guidelines (March 2019), the
GHG Reporting Protocol – Corporate
Standard, and from the UK Government
GHG Conversion Factors for Company
Reporting document for calculating
carbon emissions. Energy usage
information (gas and electricity)
has been obtained directly from bill
validation.
For supplies where complete 12 month
energy usage was unavailable, flat
profile estimation techniques were used
to complete the annual consumption.
Transport mileage and/or fuel usage data
was provided for company and employee
owned/leased vehicles.
For business travel in employee-
owned vehicles where the employee is
reimbursed for the mileage travelled,
there is limited information available.
Therefore, conversion factors for an
average vehicle with an unknown
fuel type have been used. CO2
e
emissions were calculated using the
appropriate emission factors from
the UK Government GHG conversion
information with the exception of Spain
electric which is from Carbon Footprint.
Overall Group Position kWh
Emission Source
Energy Type
2023/24 kWh
2022/23 kWh
% of 2023/2024
total
Change +/-
Gas
56,223,131
58,804,557
47.2%
-4.4%
Electricity
54,378,618
60,963,974
48.9%
-10.8%
Business Travel
3,902,842
4,849,493
3.9%
-19.5%
Total
114,504,591
124,618,024
100.0%
-8.1%
Total using market-based Scope 2
emissions
101,352,591
UK Group Position kWh
Emission Source
Energy Type
2023/24 kWh
2022/23 kWh
% of 2023/2024
total
Change +/-
Gas
55,675,893
58,242,617
48.5%
-4.4%
Electricity
50,355,849
57,009,987
47.5%
-11.7%
Company Travel
3,902,842
4,849,493
4.0%
-19.5%
Total
109,934,585
120,102,096
100.0%
-8.5%
Spain Group Position kWh
Emission Source
Energy Type
2023/24 kWh
2022/23 kWh
% of 2023/2024
total
Change +/-
Gas
547,238
561,940
12.4%
-2.6%
Electricity
4,022,769
3,953,987
87.6%
1.7%
Total
4,570,007
4,515,927
100.0%
1.2%
GHG Emissions Summary
Emission Source
Energy Type
2023/24 tCO
2
e
2023/24 %
2022/23 tCO
2
e
2022/23 %
Gas (Scope 1)
10,290
41.4%
10,734
43.2%
Company Transport (Scope 1)
378
1.5%
142
0.6%
Employee Transport (Scope 3)
343
1.4%
599
2.4%
F-Gases (Scope 1)
620
2.5%
153
0.6%
Electricity Location Based (Scope 2)
11,086
44.6%
11,631
46.8%
Electricity Market Based (Scope 2)*
7,704
-
-
-
Transmission & Losses (Scope 3)
974
3.9%
1,078
4.3%
Air Travel (Scope 3)
892
3.6%
433
1.7%
Rail Travel (Scope 3)
47
0.2%
-
0.0%
Waste (Scope 3)
169
0.7%
82
0.3%
Water (Scope 3)
35
0.1%
-
0.0%
Total
24,835
100%
24,852
100.0%
*In the period covered by the report we purchased 13,152,000kWhs of renewable energy via a long-term Power Purchase
Agreement, and this has been reflected in the calculations for the market-based emissions for Scope 2.
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The Rank Group Plc
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Strategic Report
Governance
Financial Statements
SUSTAINABILITY
Emission Source
Energy Type
2023/24
2022/23
Scope 1 (mandatory)
11,288
11,029
Scope 2 (mandatory - location-based)
11,086
11,631
Scope 2 (market-based)
7,704
-
Scope 3 (mandatory)
343
599
Mandatory Total
22,717
23,259
Scope 3 (optional)
2,118
1,594
Total
24,835
24,853
Total using market-based Scope 2 emissions
22,112
-
Emission By Country
Emission Source
Energy Type
UK
Spain
Total
Gas (Scope 1)
10,189
101
10,290
Company Transport (Scope 1)
378
-
378
Employee Transport (Scope 3)
343
-
343
F-Gases (Scope 1)
620
-
620
Electricity (Scope 2)
10,427
659
11,086
Transmission & Losses (Scope 3)
902
72
974
Air Travel (Scope 3)
892
-
892
Rail Travel (Scope 3)
47
-
47
Waste (Scope 3)
169
-
169
Water (Scope 3)
35
-
35
Total
24,003
832
24,835
Pillar
Recommendation
Location
Consistency
statement 2023/24
Intention
Governance
a.
Describe the Board’s oversight of climate-
related risks and opportunities.
page 44
Consistent
Continue to keep the Board informed of climate-related risks.
b.
Describe management’s role in assessing
and managing climate-related risks and
opportunities.
page 45
Consistent
Continue to communicate the progress of the Net Zero
strategy development up to
the Board.
Strategy
a.
Describe the climate-related risks and
opportunities the organisation has identified
over the short, medium and long term.
pages 46
to 47
Consistent
Continue to monitor relevant climate-related risks and
opportunities over our defined time horizons.
b.
Describe the impact of climate-related risks
and opportunities on the organisation’s
businesses, strategy and financial planning.
pages 45
to 48
Consistent
Continue to make informed decisions in investing in
decarbonisation initiatives.
c.
Describe the resilience of the organisation’s
strategy, taking into consideration different
climate-related scenarios, including a 2°C or
lower scenario.
page 48
Consistent
Continue to monitor the resilience of our strategy under
climate-related scenarios.
Risk
management
a.
Describe the organisation’s processes for
identifying and assessing climate-related
risks.
page 49
Consistent
Continue to monitor the financial materiality of climate-
related risks through our double materiality process.
b.
Describe the organisation’s processes for
managing climate-related risks.
page 49
Consistent
Continue to progress on our Net Zero Pathway.
c.
Describe how processes for identifying,
assessing and managing climate-related
risks are integrated into the organisation’s
overall risk management.
page 49
Consistent
To review our double materiality process which is informed by
the risk register.
Metrics and
targets
a.
Disclose the metrics used by the
organisation to assess climate-related risks
and opportunities in line with its strategy and
risk management process.
page 49
to 51
Consistent
Continue to disclose positive economic and environmental
impact metrics. We have included the YOY reduction in
energy use in UK venues and the related cost savings
for the business.
b.
Disclose Scope 1, Scope 2 and, if appropriate,
Scope 3 greenhouse gas emissions and the
related risks.
page 50
to 51
Consistent
To complete the Scope 3 emissions assessment.
c.
Describe the targets used by the
organisation to manage climate-related
risks and opportunities and performance
against targets.
page 49
Consistent
Continue to progress the decarbonisation efforts that will
enable us to have an SBTi-aligned net zero plan in the
coming years. The process for alignment is up to two years
based on current market knowledge, and we will provide an
update in due course.
Environment
Task Force on Climate-related Financial Disclosures (‘TCFD’)
The Rank Group Plc
Annual Report 2024
Group Overview
Strategic Report
Governance
Financial Statements
51
Communities
Beyond entertaining people, we
recognise that we play a pivotal
role in the communities in
which we operate.
Our venues often serve as a social hub,
and our Mecca venues, in particular,
are a key place for interaction amongst
our older cohort of customers. We
want to give back to local communities
and support colleagues in doing the
same, and have therefore developed a
community strategy. The three focus
areas are Employment, Outreach and
Charity Fundraising.
We were thrilled to win the Corporate
Community Engagement Award for the
second year running at the European
Casino Awards.
Key Performance Indicator
Total charitable funds raised
£323k
Actively recruiting from local
communities
An important avenue for supporting
local people is by creating employment
opportunities. The betting and gaming
sector is an exciting industry to
work in and we take pride in the job
opportunities we offer. Being embedded
in communities, we have close ties with
job centres in many towns and cities
across the country. We have continued to
work with the Department for Work and
Pensions (‘DWP’), affiliated schemes and
other bodies that specialise in ensuring
there are work opportunities for all in
local communities.
Enabling our colleagues to give
back
Our colleagues are truly embedded in
the communities in which we operate
and welcome the opportunity to give
back. They continue to volunteer for
charities, organise fundraising initiatives
and donate to causes important to their
communities, and we are very proud of
the work they have done over the course
of the year. To enable colleagues to
make a material difference to causes
that matter to them we will be launching
a new global Volunteering Policy. We
are also in the process of developing a
new community strategy that will further
support colleagues in giving time for
volunteering initiatives.
Group-wide partnership
We partnered with Carers Trust in 2014,
establishing a UK-wide commitment to
raise funds for the charity. The charity
works to improve services, support and
recognition for unpaid carers. Every
year, our colleagues take part in a variety
of events and challenges in order to
fundraise for carers, and this year our
colleagues have done everything from
climbing mountains and hosting charity
casino nights to shaving their hair and
getting slimed. We also provide vital
funding to carers through our Rank
Cares Grants Programme. This year we
celebrated the 10th anniversary of our
partnership with the charity; over these
last ten years we are very proud to have
raised a total of £3,799,897 for Carers
Trust, supporting 14,161 carers.
SUSTAINABILITY
Mecca, Luton
Grosvenor, Luton
52
The Rank Group Plc
Annual Report 2024
Group Overview
Strategic Report
Governance
Financial Statements
CHIEF FINANCIAL OFFICER’S REVIEW
Within this section all prior year
comparatives are to the 12 months
ended 30 June 2023.
Reported net gaming revenue (‘NGR’)
For the 12 months ended 30 June 2024, total NGR
increased by 8% to £734.7m with improved NGR
performance across all of the Group’s business units.
Operating profit
The Group delivered an operating profit of £29.4m for
the year, compared to an operating loss of £110.4m in
the prior year. The improvement in operating profit was
due to improved NGR performance across the Group and
significantly reduced impairment charges in the current
period, compared to net impairment charges of £118.9m
in the prior period.
Separately disclosed items (‘SDIs’)
SDIs are infrequent in nature and/or do not relate to
Rank’s underlying business performance.
Total SDIs before interest and tax for the 12 months
ended 30 June 2024 were £16.9m.
The material SDIs in the year were as follows:
Net impairment charges of £7.6m relating to lower
than anticipated performances and a reduction of
forecasted earnings regarding certain venues partially
offset by the reversal of previously impaired assets;
and
Amortisation of acquired intangible assets of £6.6m
relating to the acquisition of Stride Gaming and
YoBingo.
Further details regarding the SDIs can be found in note 4 to
the financial statements.
Richard Harris
Chief Financial Officer
Prior period restatement
These consolidated financial statements include a prior
year restatement in relation to prior year costs identified
in the Digital business which erroneously had not
been recognised in the prior year consolidated income
statements. The error was considered to be material due
to its nature and impact to key performance indicators.
During the year, the Group identified an accumulated
total of £4.4m of prior year adjustments within the
Digital business comprising £3.2m of trading-related
costs which erroneously had not been recognised
in the prior year financial statements and £1.2m of
excess releases to income which erroneously had been
recognised in the prior year financial statements. Of
the total value of £4.4m, £0.5m relates to financial
year 2022/23 and the remaining £3.9m relates to pre-
2022/23.
The above restatement reduces both basic and diluted
EPS by 0.1 pence for the year ended 30 June 2023.
The impact of the adjustment on the June 2023 balance
sheet is a reduction to total asset of £2.0m, an increase
on trade and other payables of £2.2m, a reduction
to closing reserves as at 30 June 2023 of £4.4m and
a reduction to opening reserves as at 1 July 2022 of
£3.9m.
Due to the working capital movements stated above,
the opening cash balance has reduced by £2.0m and
cash flows from operating activities increased by £2.4m
in the cash flow statement for the year ended 30 June
2023.
In addition to above, the consolidated statement of
cash flow includes a prior year restatement in relation
to leases. During the year, the Group identified that the
lease principal payments incorrectly included £4.6m
of property-related VAT and £1.1m of property service
charges. Cash flows from lease-related VAT and property
service charges should have been disclosed within cash
flows from operating activities. This restatement results
in a reduction of £5.7m in both net cash generated
from operating activities and net cash used in financing
activities in the 2023 statement of cash flows.
Refer to note 1.1.5 of the financial statements for further
details.
Net financing charge
The £12.8m net financing charge was slightly higher
than the prior period’s charge of £12.3m principally
due to higher bank fees following the refinancing of the
Group’s facilities in January 2024. The net financing
charge includes £5.9m of lease interest calculated under
IFRS 16.
Cash flow and net debt
As at 30 June 2024, net debt was £132.5m. Debt
comprises £30.0m of term loan, £11.5m of drawn
revolving credit facilities and £153.4m in finance leases,
offset by cash at bank of £62.4m.
The Group finished the year with net cash for covenant
purposes of £5.1m.
2023/24
£m
2022/23
1
£m
Operating profit from continuing
operations
46.3
18.5
Depreciation and amortisation
47.7
60.1
Working capital and other
25.1
0.4
Cash inflow from operations
119.1
79.0
Capital expenditure
(46.7)
(44.1)
Net finance cost and tax
(5.7)
(7.8)
Lease payments
(39.0)
(37.9)
Cash flows in relation to SDIs
(0.1)
(7.1)
Net free cash flow
27.6
(17.9)
Business disposal/acquisition
and other
(0.8)
(0.5)
Total cash in/(out) flow
26.8
(18.4)
Opening net (debt)/cash pre-IFRS 16
(5.9)
12.5
Closing net cash/(debt) pre-IFRS 16
20.9
(5.9)
IFRS 16 lease liabilities
(153.4)
(169.0)
Closing net (debt) post-IFRS 16
(132.5)
(174.9)
1 Restated.
Taxation
The Group’s underlying effective corporation tax rate
in 2023/24 was 18.8% (2022/23: 8.1%) based on a tax
charge of £6.3m on underlying profit before taxation.
The underlying effective corporation tax rate for
2024/25 is expected to be 17to 19%, being below the
UK statutory tax rate. The tax rate is driven by some
overseas profits being taxed at lower rates than the UK.
On a statutory basis, the Group had an effective tax rate
of 22.6% in 2023/24 (2022/23: 22.1%) based on a tax
charge of £3.5m on total profit of £15.5m. This is higher
than the effective tax rate on underlying profit due to
a significant level of separately disclosed items which
relate to overseas operations and attract a tax credit at
lower rates than the UK.
Further details of the tax charge are provided in note 6 of the
financial statements.
Earnings per share (‘EPS’)
Basic EPS increased to 2.7p from a loss of 20.5p1 in the
prior period. Underlying EPS increased to 5.9p up from
1.1p in the prior period.
For further details refer to note 9 of the financial statements.
Cash tax rate
In the 12 months ended 30 June 2024, the Group had
an effective cash tax rate of (7.2)% on underlying profit
before taxation (2022/23: 51.6%).
On a statutory basis, the Group had an effective cash tax
rate of (15.5)% in 2023/24 (2022/23: (2.6)%) based on a
tax refund of £2.4m on total profit of £15.5m.
The cash tax rate differs from the standard rate of UK tax
due to refunds of UK tax overpaid in prior years.
The Group is expected to have an underlying cash tax
rate of approximately 1 to 3% for the year ended 30
June 2025. The cash tax rate is driven by utilisation of
brought forward tax losses and expected refunds of UK
and Maltese tax paid in prior years from loss carry back
and dividend refund claims.
Richard Harris
Chief Financial Officer
The Rank Group Plc
Annual Report 2024
Group Overview
Strategic Report
Governance
Financial Statements
53
Alternative Performance Measures
When assessing, discussing and measuring the Group’s
financial performance, management refer to measures
used for internal performance management. These
measures are not defined or specified under UK-adopted
International Financial Reporting Standards (IFRS) and
as such are considered to be Alternative Performance
Measures (‘APMs’).
By their nature, APMs are not uniformly applied by all
preparers including other operators in the gambling
industry. Accordingly, APMs used by the Group may not
be comparable to other companies within the Group’s
industry.
Purpose
APMs are used by management to aid comparison
and assess historical performance against internal
performance benchmarks and across reporting periods.
These measures provide an ongoing and consistent
basis to assess performance by excluding items that are
materially non-recurring, uncontrollable or exceptional.
These measures can be classified in terms of their key
financial characteristics.
Profit measures allow management and users of
the financial statements to assess and benchmark
underlying business performance during the year.
They are primarily used by operational management to
measure operating profit contribution and are also used
by the Board to assess performance against business
plan.
The following table explains the key APMs applied by
the Group and referred to in these statements:
APM
Purpose
Closest equivalent IFRS measure
Adjustments to reconcile to primary financial statements
Reconciliation
reference
Underlying like-for-
like (‘LFL’) net gaming
revenue (‘NGR’)
Revenue measure
NGR
Excludes contribution from any venue openings, closures,
disposals, acquired businesses and discontinued operations
1a, 1b
Foreign exchange movements
Underlying LFL operating
profit /(loss)
Profit measure
Operating profit / (loss)
Separately disclosed items
3a, 3b
Excludes contribution from any venue openings, closures,
disposals, acquired businesses and discontinued operations
Foreign exchange movements
Central cost reallocation
Underlying (loss) /
earnings per share
Profit measure
Earnings / (loss) per share
Separately disclosed items
3a, 3b
Net free cash flow
Cash measure
Net cash generated from
operating activities
Lease principal repayments
Refer to
cash flow in
CFO review
Cash flow in relation to separately disclosed items
Cash capital expenditure
Net interest and tax payments
54
The Rank Group Plc
Annual Report 2024
Group Overview
Strategic Report
Governance
Financial Statements
Alternative Performance Measures
Rationale for adjustments
– Profit and debt measure
1. Separately disclosed items (‘SDIs’)
SDIs are items that bear no relation to the Group’s
underlying ongoing operating performance. The
adjustment helps users of the accounts better assess the
underlying performance of the Group, helps align to the
measures used to run the business and still maintains
clarity to the statutory reported numbers.
Further details of the SDIs can be found in the Financial
Review and note 4.
2. Contribution from any venue openings,
closures, disposals, acquired businesses and
discontinued operations
In the current year (2023/24), the Group closed four
Mecca venues. For the purpose of calculating like-
for-like (‘LFL’) measures, its contribution has been
excluded from the prior period numbers and current
period numbers, to ensure comparatives are made to
measures on the same basis.
3. Foreign exchange movements
During the year the exchange rates may fluctuate,
therefore by using an exchange rate fixed throughout
the year the impact on overseas business performance
can be calculated and eliminated.
The following tables reconcile the underlying
performance measures to the reported measures of the
continuing operations of the Group.
Reconciliation 1a
2023/24
£m
Grosvenor
venues
Mecca
venues
Enracha
venues
Digital
Total
Underlying LFL NGR
331.3
138.6
38.5
226.0
734.4
Open, closed and disposed venues
-
0.3
-
-
0.3
Foreign exchange (‘FX’)
-
-
-
-
-
Underlying NGR – continuing operations
331.3
138.9
38.5
226.0
734.7
Reconciliation 1b
2022/23
£m
Grosvenor
venues
Mecca
venues
Enracha
venues
Digital
Total
Underlying LFL NGR
305.0
127.9
35.9
202.9
671.4
Open, closed and disposed venues
1.3
8.4
-
-
9.7
Foreign exchange (‘FX’)
-
-
(0.5)
(0.3)
0.8
Underlying NGR – continuing operations
306.3
136.3
36.4
202.6
681.9
Reconciliation 2
Calculation of comparative underlying LFL NGR
2022/23
Reported underlying LFL NGR
681.9
Reversal of 2022/23 closed venues
-
2023/24 closed venues
(9.7)
2023/24 FX
(0.8)
Restated underlying LFL NGR
671.4
The Rank Group Plc
Annual Report 2024
Group Overview
Strategic Report
Governance
Financial Statements
55
Reconciliation 3a
2023/24
£m
Grosvenor
venues
Mecca
venues
Enracha
venues
Digital
Central
costs
Total
Underlying LFL operating profit
23.7
3.9
9.6
23.4
(14.1)
46.5
Opened, closed and disposed venues
-
(0.2)
-
-
-
(0.2)
Underlying operating profit – continuing operations
23.7
3.7
9.6
23.4
(14.1)
46.3
Separately disclosed items
(7.2)
(5.4)
3.5
(7.2)
(0.6)
(16.9)
Operating profit / (loss) – continuing operations
16.5
(1.7)
13.1
16.2
(14.7)
29.4
Reconciliation 3b
2022/23
£m
Grosvenor
venues
Mecca
venues
Enracha v
enues
Digital1
Central
costs
Total
Underlying LFL operating profit
16.7
(5.6)
9.0
13.1
(13.1)
20.1
Opened, closed and disposed venues
(0.4)
(1.4)
-
-
(1.8)
FX
-
-
0.1
0.1
-
0.2
Underlying operating profit – continuing operations
16.3
(7.0)
9.1
13.2
(13.1)
18.5
Separately disclosed items
(51.7)
(67.1)
(4.2)
(9.1)
3.2
(128.9)
Operating profit / (loss) – continuing operations
(35.4)
(74.1)
4.9
4.1
(9.9)
(110.4)
Restated, refer to CFO review for further details
Reconciliation 4
Calculation of comparative underlying LFL operating profit
£m
2022/23
Reported underlying LFL operating profit
20.3
Reversal of 2022/23 closed venues
(1.2)
2023/24 closed venues
1.8
2023/24 FX
(0.2)
Restatement of Digital costs
(0.6)
Underlying LFL operating profit
20.1
Restated, refer to CFO review for further details
Reconciliation 5
£m
2023/24
2022/23
1
Underlying current tax (charge)
(6.3)
(0.5)
Tax on separately disclosed items
2.8
27.7
Tax (charge)/credit
(3.5)
27.2
Restated, refer to CFO review for further details.
Reconciliation 6
2023/24
2022/23
1
Underlying EPS
5.9
1.1
Separately disclosed items
(3.2)
(21.6)
Reported EPS
2.7
(20.5)
Restated, refer to CFO review for further details.
Alternative Performance Measures
56
The Rank Group Plc
Annual Report 2024
Group Overview
Strategic Report
Governance
Financial Statements
Improving our risk management approach
How we manage risk
Understanding, accepting and managing
risk are fundamental to Rank’s strategy
and success. We have a Group enterprise-
wide risk management framework and
approach, which is integrated into our
organisational management structure
and responsibilities. The aim of this is to
provide oversight and governance of the
key risks we face, as well as monitoring
upcoming and emerging risks and
performing horizon scanning over the
medium to long term.
Key or material risks are identified and
monitored through risk registers at a
Group level and within business units,
ensuring both a top-down and bottom-up
approach to risk management.
Over the past year we have continued
to enhance our Group enterprise risk
management framework and improve our
ability to identify, mitigate, monitor and
review key risks. For each principal risk
identified, the Risk Committee assessed
the likelihood and consequence, and
confirmed a “risk owner” who is a
member of the Executive Committee.
The risk owner is responsible for
defining and implementing mitigations
which are reviewed for appropriateness
and monitored regularly.
Risk appetite
Defining risk appetite is key in
the process of embedding the
risk management system into our
organisational culture. Our risk appetite
approach is to minimise our exposure to
reputational, compliance and excessive
financial risk, whilst accepting and
encouraging more risk in pursuit of our
purpose and ambition. As part of the
establishment of risk appetite, the Board
will consider and monitor the level of
acceptable risk it is willing to take in
each of the principal risk areas.
We recognise that our appetite for
risk varies according to the activity
undertaken, and that our acceptance of
risk is subject always to ensuring that
potential benefits and risks are fully
understood before developments are
authorised, and that sensible measures
to mitigate risk are established.
Board
Role
The Board has overall
responsibility for the risk
management framework
and for establishing
risk appetite, as well
as ensuring that the
approach is embedded
into the operations of the
business.
Specific activities
Approves risk
management framework
and processes. Sets risk
appetite. Reviews the
Group’s risk profile.
Risk Committee
Role
The Group Risk Committee
is responsible for
implementing the risk
management framework
and processes, assessing
and managing risk and
assisting the Board and
Audit Committee in their
oversight of risk and
mitigation.
Specific activities
Reviews Group risk register.
Carries out “deep dive”
risk register reviews of
specific business areas.
Identifies and manages
risks as they arise. Provides
forum to ensure adequate
and timely progress of
risk-mitigation actions.
Considers reports from
compliance functions
Audit Committee
Role
The Audit Committee is
responsible for assessing
the ongoing effectiveness
of the risk management
framework and processes,
and for undertaking an
independent review of
the mitigation plans for
material risks.
Specific activities
Oversees risk
management framework,
controls and processes.
Reviews action plans to
manage significant risks.
Reviews Group risk register.
Group internal audit
Role
Group internal audit
helps to manage
risk identification by
conducting independent
audits of the risks to the
business and progress in
mitigating action plans.
Specific activities
Develops a risk-based
internal audit programme.
Audits the risk processes
across the organisation.
Receives and provides
assurance on the
management of risk.
Reports on the efficiency
and effectiveness of
internal controls.
Board
Group internal audit
Risk Committee
Audit Committee
Top-down
identification
Bottom-up
identification
Mitigate
Review
Monitor
Identify
Our risk management framework
The Rank Group Plc
Annual Report 2024
Group Overview
Strategic Report
Governance
Financial Statements
57
Improving our risk management approach
Principal risks and uncertainties
The Board has conducted an assessment
of the Company’s principal and
emerging risks. The risks outlined in
this section are the principal risks that
we have identified as material to the
Group. They represent a “point-in-time”
assessment, as the environment in
which the Group operates is constantly
changing and new risks may always
arise.
Risks are considered in terms of
likelihood and impact and are based on
residual risk rating of high, medium
and low, i.e. after taking into account
controls already in place and operating
effectively. Mapping risks in this way
helps not only to prioritise the risks
and required actions but also to direct
the required resource to maintain the
effectiveness of controls already in place
and mitigate further where required.
The risks outlined in this section are not
set out in any order of priority, and do
not include all risks associated with the
Group’s activities.
Additional risks not presently known to
management, or currently deemed less
material, may also have an adverse effect
on the business. Risks such as these
are not raised as principal risks but are
nevertheless periodically monitored for
their impact on the Group.
The Risk Committee takes responsibility
for implementing the risk framework,
reviewing risk and risk mitigation on a
monthly basis and acts as an escalation
point for risk within the business. The
CFO takes responsibility for reporting
on risk to the Audit Committee and the
Board.
Emerging risks
The Group’s risk profile will continue to
evolve as a result of future events and
uncertainties. Our risk management
processes include consideration of
emerging risks; horizon scanning
is performed with a view to enabling
management to take timely steps to
intervene as appropriate.
The methodology used to identify
emerging risks includes reviews with
both internal and external subject
matter experts, reviews of consultation
papers and publications from within
and outside the industry and the use
of key risk indicators. Throughout the
year some new risks have emerged and
developed which have been monitored
by management with appropriate actions
taken.
The Board and management team
continue to monitor the political and
macroeconomic backdrop faced by the
Group. In particular, the forming of the
new Government by the Labour Party
could result in policy or taxation that
impact on the profitability of the Group.
Changes to regulation in the gambling
industry continue to be closely
monitored in all our jurisdictions as
further changes are anticipated. The
election of the new Government has led
to delays in the implementation of the
Gambling Act Review which we expect to
recommence in due course.
The Group primarily operates from
properties on short leases in the UK
venues businesses. Management
seek to renew leases for longer period
in strategically important locations
and ensure continuity of tenure in
profitable venues. However, it is not
always possible to guarantee security of
tenure where landlords seek to occupy
a property themselves or take it back on
redevelopment grounds.
New technologies such as Artificial
Intelligence (‘AI’) are being explored by
the Group and are expected to provide
opportunities to deliver improved
customer service and efficiency.
However, there are also risks associated
with new AI technology, particularly in
the protection of and use of proprietary
data – the Group is exploring how best to
capitalise on these technologies whilst
not exposing itself to unnecessary risk.
Climate risks are currently not regarded
as a principal risk for the Group,
but there are additional disclosure
requirements that need to be reported
on, such as the EU Corporate
Sustainability Directive (‘CSRD’).
Principal risks and uncertainties
Residual Risk Rating
Low
Medium
High
Summary Residual Risk
Risk
No
Risk Title
Residual
Risk Rating
Risk
Rating
Likelihood
Impact
Change
1
Uncertain trading environment
High
12
3
4
-
2
Compliance with gambling law and
regulations
High
12
3
4
Moved from
increasing to stable
3
Safe and sustainable gambling
Medium
9
3
3
-
4
People
Medium
9
3
3
-
5
Strategic programmes
Medium
9
3
3
-
6
Data protection and management
Medium
6
2
3
-
7
Cyber resilience
Medium
8
2
4
Moved to increasing
from stable
8
Business continuity and disaster
recovery
Medium
8
2
4
-
9
Dependency on third parties and
supply chain
Medium
8
2
4
-
10
Taxation
Low
4
2
2
-
11
Liquidity and funding
Low
4
1
4
Residual risk rating
moved to low and
moved from stable to
reducing
12
Health and safety
Low
4
2
2
Residual risk rating
moved to low and
moved from stable to
reducing
Likelihood
Impact
2
12
1
10
11
7
3
6
9
5
8
4
58
The Rank Group Plc
Annual Report 2024
Group Overview
Strategic Report
Governance
Financial Statements
Principal risk
Consumers’ discretionary expenditure continues to be impacted by
uncertain political and macroeconomic conditions. Such pressures
influence customer behaviour and can reduce spend on entertainment
and leisure activities such as those offered by the Group, as well as their
propensity to visit our venues. This could impact our financial performance
and ability to deliver on our strategic plans.
Whilst overall inflationary pressures have eased, wage inflation remains
significant and continues to impact the operating margins of our venues
businesses. Related risks caused by the current macroeconomic conditions
and the change of the UK Government may lead to changes in consumer
activity, reduced energy availability and the increased cost of products and
services, all of which could impact our future performance.
Residual risk rating and change in risk impact
Considered high residual risk and stable.
With the current trading environment, inflationary pressures (particularly in
labour costs), energy prices remaining above historic norms, higher interest
rates and labour shortages impacting the leisure sector in particular, the risk
here is considered high.
Risk mitigation strategy
We are actively monitoring the situation and continue to put contingency
measures in place to manage these risks, including:
Strategic plans have been prepared with current consumer pressures
in mind. We have adapted our approach to ensure future plans are
sufficiently robust to deal with the uncertain trading conditions.
Monitoring economic developments and undertaking scenario analysis
where appropriate. In particular, the Group focuses on impacts in the
short and medium term that may result from changes in customer
behaviour.
Ongoing review of operational plans to ensure that they are robust and
well managed.
Undertaking regular insight and tracking work in relation to our brands
and continuing to assess the relevance of our products to our customers.
Considering ways to manage the Group’s exposure in respect of external
conditions beyond its control, including forward buying of energy and
reviewing the extent of interest rate risk exposure.
Ensuring that our procurement team conducts tender processes and
leverages our scale to effectively control costs and ensure pricing is
competitive.
Ensuring there are workstreams in place to effectively manage labour cost
pressures.
Governance and oversight of risk
Board.
Principal risk
Regulatory and legislative regimes for betting and gaming in key markets
are constantly under review and can change (including as to their
interpretation by regulators) at short notice. These changes could benefit
or have an adverse effect on the business and additional costs might be
incurred in order to comply. Failing to comply leads to an increased risk
of investigation(s), regulatory action and sanctions by way of licence
conditions, financial penalties and/or loss of an operating licence.
Residual risk rating and change in risk impact
Considered high residual risk and stable.
There is ongoing and increased regulatory focus on compliance by
regulators in the jurisdictions in which the Group operates. The risk of
potential non-compliance increases with the pace of change in regulation. In
particular, regulatory change in the UK is often delivered through Gambling
Commission guidance, which is often open to interpretation.
Risk mitigation strategy
The Group ensures that:
It seeks ongoing and regular engagement with government, key civil
servants involved in determining gambling policy and with regulators.
It monitors legislative and regulatory developments and announcements
in relation to prospective change.
It has defined policies and procedures in place, which are periodically
reviewed and updated as appropriate to take account of regulatory
changes and guidance.
It has a dedicated compliance team led by an experienced Director of
Compliance & Safer Gambling, which monitors implementation of, and
compliance with, such policies and procedures and provides regular
reports to the venues’ senior management, as well as to the Compliance
and Group Risk Committees. The Director of Compliance & Safer
Gambling also provides biannual reports to the Audit Committee.
Its Compliance Committee meets on a monthly basis, with agenda items
including data trends, monitoring programme outputs, proposed changes
to compliance models, tools and processes and trade association updates.
All colleagues undertake annual mandatory compliance training
(including anti-bribery, corruption and money laundering), with additional
training being undertaken as required/requested or as may be appropriate
to a specific role.
It actively promotes a compliant environment and culture in which
customers can play safely.
It engages with regulators as appropriate and examines the learnings
from, and measures adopted by, other operators and sectors of the
gambling industry.
Governance and oversight of risk
ESG and Safer Gambling Committee.
Principal risk
Safe gambling underpins our strategy with one of our five strategic pillars
being that we will build sustainable relationships with our customers by
providing them with safe environments in which to play. This minimises
the potential for our customers to suffer harm from their gambling and will
assist the Group in ensuring that it grows the business in a sustainable way.
We are committed to delivering the highest possible levels of player safety
and protection.
Failure to provide a safe gambling environment for our customers could
have regulatory implications, affect trust in our brands and impact our
ability to build a sustainable business for the long term.
Residual risk rating and change in risk impact
Considered medium residual risk and stable.
Our most material ESG issue is to ensure the highest possible levels of
player safety and protection.
Risk mitigation strategy
The Group ensures that:
It actively promotes a safer gambling culture.
It interacts and engages with its customers on a regular basis.
It makes available a range of tools on all brands across all channels to
support customers in managing their spend and play.
It invests continuously in the development of its people, processes
and technology, including with the assistance of expert third parties, to
introduce new and ongoing improvements to enable it to identify and
effectively interact with at-risk customers.
It continues to invest in data analytics to better identify potentially at-risk
play by consumers and in the resultant processes which deliver the
appropriate interactions with those customers and the ongoing evaluation
of the effectiveness of those interactions.
All colleagues undertake annual mandatory safer gambling training,
with additional training (including provided externally, for example by
GamCare) as required/requested or as may be appropriate to a specific
role.
It invests significantly in improvements for tackling the problem through
donations to research, treatment and education initiatives, as well as
through driving collaboration across the industry with other operators,
charities and regulatory bodies.
It has dedicated and experienced first and second line safer gambling
teams.
Governance and oversight of risk
ESG and Safer Gambling Committee.
Principal risk 1
Uncertain trading environment
Principal risk 2
Compliance with gambling laws
and regulations
Principal risk 3
Safe and sustainable gambling
Improving our risk management approach
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Principal risk
Pivotal to the success of the organisation is a failure to attract or retain
key individuals, which may impact the Group’s ability to deliver on its
strategic priorities.
A prerequisite to achieving all the strategic priorities is ensuring the Group
has the right people with the right skills, deployed within the right area of the
business.
Residual risk rating and change in risk impact
Considered medium residual risk and stable.
The availability of colleagues and competition for talent continues
to be a focus area, particularly for our UK venues business.
Risk mitigation strategy
The Group ensures that it:
Regularly engages with colleagues and reviews its reward propositions
in order to retain existing talent and attract the best candidates to roles.
Conducts benchmarking exercises in relation to its compensation
packages.
Provides training and induction programmes to new joiners,
tailored as appropriate for those who are new to the sector.
Monitors attrition and recruitment rates.
Is focused on developing diversity across the Group.
Continues to develop its succession plans.
Offers opportunities for colleagues to develop their skills and progress in
their careers.
Continues to consider the development of its culture, including how this
is viewed by colleagues in employee opinion surveys and the actions that
can be taken in light of the output.
Regularly engages with trade union bodies and maintains an open
dialogue on matters impacting our colleagues.
Governance and oversight of risk
Board, Nominations and Remuneration Committees.
Principal risk
Key projects and programmes (including Technological change
programmes) could fail to deliver, and/or take longer to deliver resulting in
missed market opportunities for the Group, resulting in missed synergies or
savings.
Residual risk rating and change in risk impact
Considered medium residual risk and stable.
Failure to deliver key strategic projects and programmes impacts on
customer loyalty and the strategic growth of the business and therefore
remains a medium residual risk but is also regarded as stable.
Risk mitigation strategy
The Group ensures that programmes:
Use a structured and disciplined delivery methodology to ensure that they
are robustly managed to achieve their outcome.
Are subjected to detailed management oversight as well as having
sponsorship from a senior-level stakeholder.
Follow a comprehensive risk management approach and are managed by
experienced project and programme managers.
Governance and oversight of risk
Board.
Principal risk
The inability to adequately protect sensitive customer data and other
key data and information assets that could be leaked, exposed, hacked
or transmitted would result in customer detriment, formal investigations
and/or possible litigation leading to prosecution, fines and/or damage
to our brands.
Residual risk rating and change in risk impact
Considered medium residual risk and stable.
The Group continues to develop and enhance its control environment in
relation to customer data controls and regulatory requirements.
Risk mitigation strategy
The Group has in place data protection policies in order to protect the
privacy rights of individuals in accordance with GDPR and other relevant
local data protection and privacy legislation (as applicable). These are
monitored by an experienced Data Protection Officer (‘DPO’) to ensure
that the business is aware of, and adheres to, legal requirements and
industry best practice. The DPO provides regular reports to the Group Risk
Committee on relevant data and trends, monitoring programme outputs,
ongoing projects and any potential regulatory matters. The DPO also
provides biannual reports to the Audit Committee.
All colleagues undertake annual mandatory training, with additional training
being undertaken as required/requested or as may be appropriate to a
specific role.
Technology and IT security controls are in place to restrict access to
sensitive data and ensure individuals only have access to the data they need
to do their job. The Group also carries out periodic penetration testing of
security controls around data.
Governance and oversight of risk
Audit Committee.
Principal risk 4
People
Principal risk 5
Strategic programmes
Principal risk 6
Data protection and management
Improving our risk management approach
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Financial Statements
Principal risk
Cyber-attacks can disrupt and cause considerable financial and
reputational damage to the Group. If a cyber-attack were to occur, the
Group could lose assets, reputation and business, and potentially face
regulatory fines and/or litigation – as well as the costs of remediation.
Operations are highly dependent on technology and advanced
information systems (such as the use of cloud computing) and there is
a risk that such technology or systems could fail, or outages occur.
Residual risk rating and change in risk impact
Considered medium residual risk and increasing.
There is an ongoing programme of work in place, including monitoring
and responding to new and emerging attack vectors. However, the
nature of the external environment means this is considered an
increasing risk for the Group.
Risk mitigation strategy
The Group:
Has in place security policies and procedures and conducts training
for colleagues to ensure ongoing education and awareness.
Employs a dedicated specialist Group security team.
Has a Security Operations Centre (‘SOC’) and Vulnerability
Management service tools to provide monitoring and visibility of
security events and enable vulnerabilities to be monitored and
quickly addressed.
Carries out periodic attack and penetration testing, with actions
arising followed-up, tracked and remediated by the security team.
Follows a rolling programme of work to continue to enhance
cybersecurity and resilience within the IT estate.
Governance and oversight of risk
Audit Committee.
Principal risk
Planning and preparation of the organisation, to ensure it could
overcome serious incidents or disasters and resume normal operations
within a reasonably short period, is critical to ensure that there is
minimal impact to its operations, customers and reputation.
Typical disasters might include: natural disasters such as fires and
floods, pandemics, accidents impacting key people, insolvency of key
suppliers, events that result in a loss or lack of availability of data or IT
systems, negative media campaigns and market upheavals.
Residual risk rating and change in risk impact
Considered medium residual risk and stable.
The geographical nature of the operating environment and key risk
exposures are known and understood.
Risk mitigation strategy
The Group seeks to develop, embed and refine its approach to incident
and crisis management on an ongoing proactive basis. Group business
continuity plans are regularly reviewed for key sites and business
areas and this work includes reviewing the resilience of, and disaster
recovery for, IT systems.
Governance and oversight of risk
Audit Committee.
Principal risk
The Group is dependent on a number of third parties and suppliers
for the operation of its business. The withdrawal or removal from the
market of one or more of these third-party suppliers, failure of these
suppliers to comply with contractual obligations, or reputational issues
arising in connection with these suppliers could adversely affect
operations, especially where these suppliers are niche.
Residual risk rating and change in risk impact
Considered medium residual risk and stable.
The third-party operating environment and key risk exposures continue
to be monitored.
Risk mitigation strategy
The Group has a central procurement team that oversees the process
for selecting suppliers across the Group, utilising a supplier risk
management framework. Our policies and procedures require due
diligence to be carried out on material suppliers.
We require that supplier contracts include, amongst other things,
appropriate clauses on compliance with applicable laws and
regulations, the prevention of modern slavery and anti-bribery. We seek
to work with suppliers who are actively managing climate risks.
Business owners are responsible for communication with key suppliers
and are ultimately accountable for such relationships and ensuring that
contractual requirements are met.
Governance and oversight of risk
Audit Committee/Board.
Principal risk 7
Cyber resilience
Principal risk 8
Business continuity and disaster recovery
Principal risk 9
Dependency on third parties
and supply chain
Improving our risk management approach
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Principal risk
Changes in fiscal regimes in domestic and international markets can
happen at short notice. These changes could benefit or have an adverse
impact with additional costs potentially incurred in order to comply.
Residual risk rating and change in risk impact
Considered low residual risk and stable. Tax changes in the immediate
future are not anticipated to be material in their impact on the Group.
However, the formation of the new Government could result in
additional taxation that impacts the profitability of the Group.
Risk mitigation strategy
The Group’s tax strategy is approved annually by the Board.
Responsibility for its execution is delegated to the Chief Financial
Officer who reports the Group’s tax position to the Board on a regular
basis.
The Group ensures that it:
Has an appropriately qualified and resourced tax team to manage its
tax affairs.
Continues to monitor tax legislation and announcements in relation
to prospective change and, where appropriate, participate in
consultations over proposed legislation, either directly or through
industry bodies.
Engages with regulators as appropriate.
Performs analysis of the financial impact on the Group arising from
proposed changes to taxation rates.
Seeks external advice and support as may be required.
Develops organisational contingency plans as appropriate.
Governance and oversight of risk
Board and Audit Committee.
Principal risk
The Group is reliant on committed debt facilities with four lenders, all
of which have specific obligations and covenants that need to be met,
and multiple banks for clearing (transaction processing).
A loss of debt facilities and/or clearing facilities could result in the
Group being unable to meet its obligations as they become due.
Residual risk rating and change in risk impact
Considered low residual risk and reducing.
The above is being maintained through open dialogue with the banks.
Risk mitigation strategy
The Group ensures that it:
Continues to review the Group’s capital structure to ensure we have
financing in place to support investment in the business.
Has sufficient cash reserves to navigate through any short-term
reduction in available debt facilities.
Has ongoing monitoring of financial position with banks and open
dialogue around the provisions (accurate forecasting processes and
early engagement with lenders around covenant requirements).
Treasury team involved in advance of any major business decisions
that could impact banks providing clearing facilities.
Ensures no trading entity is solely reliant on one bank for clearing
services.
Governance and oversight of risk
Board and Finance Committee.
Principal risk
Failure to meet the requirements of the various domestic and
international rules and regulations relating to the safety of our
employees and customers could expose the Group (and individual
Directors and employees) to material civil, criminal and/or regulatory
action with the associated financial and reputational consequences.
Residual risk rating and change in risk impact
Considered low residual risk and reducing.
No significant changes in domestic and international standards/
regulations
are anticipated in the short term.
Risk mitigation strategy
The Group ensures that:
It has defined policies and procedures in place, which are
periodically reviewed and updated as appropriate.
It has a dedicated health and safety team led by an experienced
Head of Health and Safety, which monitors implementation of and
compliance with such policies and procedures and provides regular
reports to the venues’ senior management, as well as to the Health
and Safety and Group Risk Committees. The Head of Health and
Safety also provides biannual reports to the Audit Committee.
All colleagues undertake annual mandatory training, with additional
training being undertaken as required/requested or as may be
appropriate to a specific role.
Governance and oversight of risk
Audit Committee.
Principal risk 10
Taxation
Principal risk 11
Liquidity and funding
Principal risk 12
Health and safety
Improving our risk management approach
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Financial Statements
Compliance statements
Going concern statement
Assessment
In adopting the going concern basis
and viability statement for preparing
the financial information, the Directors
have considered the circumstances
impacting the Group during the year
as detailed in the operating review on
pages 21 to 28, including the budget
for 2024/25 (‘the base case’) and long
range forecast approved by the Board,
and recent trading performance, and
have reviewed the Group’s projected
compliance with its banking covenants
and access to funding options for the 12
months ending 31 August 2025 for the
going concern period, and for the 3 years
ending August 2027 for the viability
assessment.
The Directors have reviewed and
challenged management’s assumptions
for the Group’s base case view for
the going concern period. Key
considerations are the assumptions on
the levels of customer visits and their
average spend in the venues-based
businesses, and the number of first time
and returning depositors in the digital
businesses, and the average level of
spend per visit for each. The base case
view contains certain discretionary costs
within management control that could
be reduced in the event of a revenue
downturn. These include reductions to
overheads, reduction to marketing costs,
reductions to the venues’ operating costs
and reductions to capital expenditure.
The committed financing position in
the base case within the going concern
assessment period is that the Group
continues to have access to the following
committed facilities:
Revolving credit facilities (‘RCF’) of
£90.0m, repayable in 3 years (January
2027).
Term loan of £30m with bullet
repayment in 2 years 9 months
(October 2026) (this is after the going
concern period).
In undertaking their assessment, the
Directors also reviewed compliance with
the banking covenants (‘Covenants’)
which are tested bi-annually at June and
December. The Group expects to meet
the Covenants throughout the going
concern period and at the test dates,
being December 2024 and June 25, and
have sufficient cash available to meet its
liabilities as they fall due.
Sensitivity analysis
The base case view reflects the Directors’
best estimate of the outcome for the
going concern period. A number of
plausible but severe downside risks,
including consideration of possible
mitigating actions, have been modelled
with particular focus on the potential
impact to cash flows, cash headroom
and covenant compliance throughout the
going concern period.
The two downside scenarios modelled
are:
i
revenues in Grosvenor fall by 7% and
Rank Interactive by 10% versus the
base case view, with management
taking a number of mitigating
actions including reduction in capital
expenditure, reduction in staff costs
and the removal of the Group planning
contingency.
ii
a reverse stress test, revenues in
Grosvenor fall by 23.5% and revenues
in Rank Interactive fall by 15% in
the initial year, with management
taking actions as for scenario (i) but
with further mitigating actions on
employment costs and marketing
costs.
Having modelled the downside
scenarios, the indication is that the
Group would continue to meet its
covenant requirements in all scenarios
and have available cash to meet
liabilities within the going concern
period; refer to note 20 for covenants.
The Directors acknowledge that there
is ongoing uncertainty regarding the
outcome of the Gambling Act Review
(‘GAR’) and its subsequent timing.
The Directors acknowledge that this
may have a more positive impact
on the budgeting and forecasting
performance than anticipated if earlier
implementation occurs.
Accordingly, the Directors have a
reasonable expectation that the Group
has adequate resources to continue in
operational existence for a period at least
through to 31 August 2025.
For these reasons, the Directors continue
to adopt the going concern basis for the
preparation of these consolidated and
Company financial statements, and in
preparing the consolidated and Company
financial statements, they do not include
any adjustments that would be required
to be made if they were prepared on a
basis other than going concern.
Going concern statement
Based on the Group’s cash flow forecasts
and business plan, the Directors believe
that the Group will generate sufficient
cash to meet its liabilities as they fall due
for the period up to 31 August 2025. In
making such statement, the Directors
highlight forecasting accuracy in relation
to the level of trading performance
achieved as the key sensitivity in the
approved base case.
The Directors have considered two
downside scenarios which reflects
a reduced trading performance,
inflationary impacts on the cost base
and various management-controlled cost
mitigations.
In each of the downside scenarios, the
Group will generate sufficient cash to
meet its liabilities as they fall due and
meet its covenant requirements for the
period to 31 August 2025 with scenarios
i) and ii) requiring the implementation
and execution of mitigating cost actions
within the control of management.
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Strategic Report
Governance
Financial Statements
63
Non-financial and sustainability
information statement
We aim to comply with the Non-Financial
Reporting Directive requirements from
sections 414CA and 414CB of the UK
Companies Act 2006. The table below
sets out where relevant information is
located in this Annual Report.
Reporting requirement
Some of our relevant policies
Where to find more in the
Annual Report
Pages
Environmental matters
Environment and KPI
43-51
Employees
Health and safety policy
Whistleblowing policy
Code of conduct
Colleagues and KPI
Diversity & Inclusion
Equal opportunities
Customers
Stakeholder engagement
33, 42, 82
42, 76, 77
42, 77
18, 33, 40, 41
32-35
Human Rights
Modern slavery statement
Human rights
35, 61
Social Matters
Health and safety policy
Code of conduct
Whistleblowing policy
Customers and KPI
Colleagues and KPI
Communities and KPI
40-41
33, 42, 82
34, 52
Anti-corruption
and anti-bribery
Anti-corruption and bribery,
gifts and hospitality policy
Code of conduct
Whistleblowing policy
Anti-money laundering policy
Colleagues
Audit Committee
36, 59
80
36, 82
36, 82
36, 82
Business model
Our business model
7
Principal risks and
uncertainties
Description of risk processes, risk
management, risk governance
57-62
Non-financial key
performance indicators
Our key performance indicators
Our strategy
Our ESG strategy
External environment
40, 42, 43, 52
15-17
36-52, 85-88
43-51
Task Force on Climate-
related Financial
Disclosures reporting
Task Force on Climate-related
Financial Disclosures
44-51
Viability statement
In accordance with provision 31 of the
2018 UK Corporate Governance Code,
the Directors confirm that they have
considered the current position of the
Group and assessed its prospects and
longer-term viability over the three-
year period to August 2027. Although
longer periods are used when making
significant strategic decisions, three
years has been used as it is considered
the longest period of time over which
suitable certainty for key assumptions in
the current climate can be made and is
supported by the Group’s business plan.
Having undertaken their assessment and
considered the overall circumstances
of the Group, the Directors confirm that
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 three-year period to
August 2027.
In making this statement, the Directors
have performed a robust assessment
of the principal risks facing the Group
which includes an assessment of both
financial and non-financial risks that
may threaten the business model, future
performance, liquidity and solvency of
the Group. The key assumptions made
are that:
The Group performs in line with the
base case for 2024/25 used for the
going concern assessment, and the
strategic plan approved by the Board;
The Group continues to have access to
its existing banking facilities of Term
Loan with renewal date of October
2026 and revolving credit facilities
(‘RCF’), having maturity date in
January 2027. It is assumed that the
Group are able to arrange new finance
facilities with its banking group at a
level required as existing facilities
mature.
The Directors have also considered the
potential outcome from the
Government’s review of the Gambling
Act 2005, for which the White Paper
was published on 27 April 2023; based
on the information available and their
understanding at the date of this
statement, the White Paper is anticipated
to have a net positive impact on the
Group. Whilst it is uncertain the exact
date of implementation given current
government changes; it is assumed this
will be in place from 2025/26 onwards.
Our approach to risk management and
details of the principal risks facing
Rank, together with the impact of each
risk, the direction of travel and the
actions taken to mitigate such risks,
are set out on pages 57 to 62. The risks
considered include (without limitation):
uncertain trading environment and
macroeconomic conditions, changes to
regulation (including gambling laws and
regulations), people, safer gambling,
health and safety, tax, liquidity and
funding and technology risks (including
data and cybersecurity).
The Group’s business plan is reviewed
at least annually. It considers current
trading trends, the impact of capital
projects, existing debt facilities and
compliance with covenants and
expected changes to the regulatory and
competitive environment, as well as
expectations for consumer disposable
income. In carrying out the assessment,
the Directors have reviewed and
challenged key assumptions within the
Group’s business plan. Details of the
assumptions included in the assessment
and the sensitivity analysis applied to the
base case plan are set out on page 63.
Compliance statements
Viability statement and non-financial information and sustainability statement
This Strategic Report was approved by
the Board on 14 August 2024.
John O’Reilly
Chief Executive
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Financial Statements
In this section:
66
Chair’s introduction to governance
69
Governance at a glance
70
How we are governed
72
Our Board
74
Our Executive Committee
75
Our culture and workforce
engagement
76
Nominations Committee Report
80
Audit Committee Report
85
ESG & Safer Gambling Committee
Report
89
Finance and Disclosure Committee
Report
90
Remuneration Committee Report
93
Remuneration at a glance
94
Remuneration Policy
100
Annual Report on Remuneration
109
Directors’ Report
111
Directors’ Responsibilities
Governance
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Annual Report 2024
Group Overview
Strategic Report
Governance
Financial Statements
65
Dear Shareholders,
On behalf of the Board, I am pleased
to present this year’s Directors’ and
Corporate Governance Report. The Board
remains steadfast in its commitment
to strong corporate governance. We
firmly believe that cultivating effective
governance practices leads to stronger
value creation in the long term and
manages risk for all our stakeholders.
The Board has maintained its focus on
high standards throughout the year,
ensuring that our governance framework
meets the needs of the business and
is appropriately aligned with best
practice, while remaining aware of the
macroeconomic conditions, both in the
UK and globally.
A key aspect of this is effective
and proactive stakeholder
relationship management. As Chair,
I spend a significant amount of
time communicating regularly with
key stakeholders, be they senior
executives (including the CEO and
CFO), Committee chairs, regulators
(including the Chair of the Gambling
Commission), investors (including the
majority shareholder) as well as industry
groups (including all Chairs meeting of
gambling businesses via the Betting &
Gaming Council (‘BGC’)) on sector-wide
issues.
In addition, myself and other Board
members have completed visits to
business venues during the year. This
included Gibraltar and a number of
visits to Mecca and Grosvenor clubs
throughout the UK. These are key. It
provides an opportunity to listen to a
range of views and opinions and to offer
my own. It helps to inform and drive
debate, mitigate risk and refine strategy
and importantly involves listening to
diverse opinions and standpoints which
can help fine-tune our own position.
Safer gambling remains our primary
ESG focus area, and in light of gambling
legislative reforms, we continue to
focus strongly on promoting a safer
gambling culture. Ongoing training and
embedding new technology will assist us
in enhancing safe gambling capabilities.
Strategic oversight, funding and
business performance
During the year, the Strategic Plan
presented to the Board was considered
and approved. It reviewed and
challenged the pace of growth proposed
and the resourcing allocated against
available investment.
In February 2024, the Group was able
to complete £120m of refinancing
and as part of this the Board carried
out oversight and challenged the debt
funding programme proposed in order to
help deliver the best terms possible.
The Board regularly receives business
updates from operations and this
enables direct engagement with
Managing Directors of the business and
to gain deep understanding on over/
under performance and steps being
taken for the future. Short and medium-
term performance plans are presented
and discussed in detail. This enables
the Board to understand the relevant
business forecasts and to ensure the
Group has the best opportunity to meet
the financial forecasts made.
Capital Markets Day –
engagement with investors
The Group held a Capital Markets Day
on 30 November 2023. This focused
on Rank’s digital business. You can
view and listen to the recording in the
Investors section of our website.
The event allowed us to explain Rank’s
investment case and the attractive and
sustained proposition to investors. This
was based on cash maximisation in
bingo, Grosvenor recovery and growth,
digital growth and opportunities
resulting from the Gambling Act Review.
Our focus during the year has been
investing for growth and the application
of digital strategies is key to our
progression as a Group.
The Group was pleased with attendance
and participation at the event and hopes
to engage with investors in the same
manner in future. All future Capital
Markets Days shall be accessible though
our website and investors and analysts
will be invited to attend.
Culture
Rank’s culture encourages colleagues
to take ownership of their roles and
promotes collaborative working to
create supportive work environments.
Upholding the Group’s core values
of Service, Teamwork, Ambition,
Responsibility and Solutions (‘STARS’)
empowers employees to play an active
role in driving company culture.
We understand the importance of the
company’s culture in shaping the
Group’s identity and the role of the Board
in turn in overseeing the company’s
culture and reviewing its efforts in
changing culture to help drive success.
During the year, the Board learned how
the Group has a more deeply engrained
culture centred on its core, and very well
understood, values set, viz. “Service,
Teamwork, Ambition, Responsibility
and Solutions”. The Board saw how
management continued to emphasise
and explain the importance of the
Group’s values and how they are well
embedded and understood globally.
There is work to do at a Group level to
underpin the values, notably around
support services such as recruitment,
onboarding, induction, ongoing
training and development, succession,
performance management, and how
employees leave the Group. All this focus
is within the Work. Win. Grow. employee
value proposition and employee lifecycle
(“find me, hire me, welcome me, grow
me, say goodbye”). This has been a
focus for 2024 and we will continue with
this work in 2025 to embed it brand by
brand. Beyond the values, each of the
businesses has its own distinct culture
and identity which we celebrate.
CHAIR’S INTRODUCTION TO GOVERNANCE
The Board is steadfast in its commitment
to strong corporate governance. We firmly
believe that cultivating effective
governance practices leads to stronger
value creation. In parallel, this will reduce
risk for all our stakeholders as the Group is
committed to developing and deepening
relationships with them.
Alex Thursby
Chair
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Governance
Financial Statements
Overall, we have made significant
investments in a number of areas,
notably key talent hires at management
level. We have invested in pay and
benefits post-COVID, and a greater focus
has been placed on colleague listening
and engagement (including our listening
and engagement strategy). Investment
in training and development has been
offered globally including the launch of
a new e-learning platform to complement
the existing development programmes
on offer. We have expanded our global
mentoring scheme and introduced our
new development programme for senior
women at Rank – Shine.
Management has most recently enabled
greater collaboration, connection and
engagement with its teams in the launch
of the Connect app, a new engagement
platform, and this has been a great
addition. It is starting to transform
how employees talk, listen and engage
around Rank, bringing to life all the good
work carried out.
Grosvenor has launched its cultural
change programme “From Like to Love”
with good impact, and Mecca continues
its strategic focus on service, standards
and customer experience – with a key
highlight being the launch of new
uniforms in June 2024. A further focus
for Grosvenor and Mecca in 2023/24
has been about improving retention of
colleagues with investments being made
to improve the hiring process, induction
and onboarding, and mandatory training.
The main lens used to measure overall
cultural health and engagement is
through our Colleague Engagement
Survey twice a year. Through actions by
our teams and leaders, engagement has
improved steadily – eNPS 39 (+12 Nov
23) and Engagement 7.9 (+0.3 Nov 23).
The business uses “You Said, We Did”
action planning both at a local and Group
level against our cultural priorities and
this continues to improve the Group’s
way of working and culture across Rank.
The work on improving and embedding
positive culture and working practices
is ongoing and focus continues on our
cultural priorities within the Group
People & Culture plan led by our CPO
Hazel Boyle together with Lucinda
Charles-Jones as the Designated
Non-Executive Director for workforce
engagement.
More information on how the Board
monitors culture is set out on page 75.
More on workforce engagement can be
found on
page 75.
Risk and reward – the Board’s
approach to risk
The Board’s appetite to risk was
discussed during the year and work
is ongoing to further refine and
develop how it can best express this.
The Board recognises the need to be
entrepreneurial and that it needs to
balance risk and reward appropriately.
To this end it approves of management
embracing new technology on a case-
by-case basis after thorough risk
mapping and evaluation (the use of AI
is an example which is being trialled
currently) and of expanding into new
jurisdictions. Projects are approved with
sensible key milestones, quantification
of ROI and cash flow management, and
due diligence is carried out on new
suppliers, advisers and consultants. Key
risks are mapped and mitigation steps
are considered and developed in existing
processes.
In terms of safer gambling, the Board
takes its responsibilities seriously
and it does not promote activities or
behaviours which could jeopardise
gambling licences or its good reputation
with customers or regulators. For more
on safer gambling see the Sustainability
Report 2024.
The UK Corporate Governance Code
published by the FRC in January 2024
and effective from 1 January 2025 in
general has been reviewed by Company
Secretarial and Group Internal Audit
teams and reported on to the Board.
A small number of changes have been
identified and appropriate actions
commenced to adhere with new
principles and provisions. In this way
corporate governance risks are being
mitigated.
More information on Risk Management and
how the Board monitors risk see page 57.
One of the most striking aspects of the
evaluation was the degree to which
improvements have been demonstrated
across a range of key areas. It was very
encouraging that the most improved
metric in the review was the relationship
between NEDs and the CEO, particularly
as this was identified as a priority in last
year’s evaluation.
The key themes in the evaluation were:
i
Maintaining focus on strategy
development, with a particular focus
on Rank’s vision and long-term
growth initiatives.
ii
Gaining greater customer insight,
both by improving the access to
external insight and through Board
members visiting venues/sites, to
better understand the business and
support omni-channel execution.
iii
Reviewing the Board’s oversight
of risk, improving the overall
understanding of risk and
considering whether the Board is
sufficiently addressing risk appetite
and mitigation.
iv
Enhancing discussions and time
allocation, reducing the focus on
matters of operational management
and short-term performance, and
improving time management for
agenda items.
CHAIR’S INTRODUCTION TO GOVERNANCE
Board changes
Following Steven Esom’s departure from
the Board, the Nominations Committee
considered the composition of the Board
and the desired skills to complement
the Board as a whole and undertook a
recruitment process for an additional
Independent Non-Executive Director
to join the Board. This resulted in the
appointment of Keith Laslop who joined
the Board and the Audit Committee on 1
September 2023.
Another change during the year was
the retirement of Chew Seong Aun
as Executive Director and Group
Chief Financial Officer of Guoco
Group Limited. Mr Chew continues
as the representative for the majority
shareholder on the Board and his status
as a non-independent Non-Executive
Director remains unchanged.
For more information please see the
Nominations Committee report available on
page 76.
Board effectiveness and
composition
During the year, the Board reviewed
its effectiveness by way of an external
facilitator, Lintstock Limited, to check
and assess whether the Board was
balanced in its composition, focus
and approach and aligned with the
Company’s overall strategic goals. After a
focus last year on the Board, the greater
focus this year was on the effectiveness
of the Board Committees. The process
commenced with a questionnaire-led
evaluation process focused across
all Committees and the Board. This
allowed an opportunity to review the
effectiveness of the Board Committees
in depth and has provided important
insights for the Directors to consider
during the year ahead. More details of
the evaluation process and outcomes can
be found on page 78.
The Rank Group Plc
Annual Report 2024
Group Overview
Strategic Report
Governance
Financial Statements
67
CHAIR’S INTRODUCTION TO GOVERNANCE
Key findings
The review identified the strengths of
the Board of Directors of Rank Group,
including:
The Board demonstrating a high level
of confidence in its understanding
of regulatory conditions and reforms
relevant to the industry.
The Board’s composition being seen
to have been strengthened with its
most recent appointment, and its
relationship and interaction with
management was felt to have further
improved over the past year.
As in previous reviews, a strong Board
emphasis on safer gambling.
The opportunities to increase
effectiveness identified in the review
included:
Facilitating greater focus on the key
priorities for Rank where the Board
can add the most value, through
effective agenda-setting and time
management.
During the year, following feedback
from Board members and the use of
meeting management tools, greater
focus was being attained.
Further enhancing the Board’s
understanding of Rank’s customers
through a continuing programme
of visits to venues and providing
greater external insight into
customer and industry trends.
During the year non-executive
Board members visited venues and
operations at Glasgow, Gibraltar,
London, Maidenhead, Stoke, Leeds,
Sheffield and Wakefield. Next year
venue visits are planned for Leicester
and Birmingham and others will be
added in due course.
Maintaining a strong focus on
strategy, further developing the
Company’s longer-term vision.
During the year the Board held a
Strategy Day together with informal
lunches and dinners with the executive
management team during which
strategy was discussed. The Board
also has regular business and strategy
updates from the MDs of the business
Brands.
As part of the review, Lintstock provided
an analysis of the Rank Board relative
to the Lintstock Governance Index,
which comprises around 40 core
Board performance metrics from over
200 Board Reviews that Lintstock
has recently facilitated. This helped
the Directors to understand how the
Rank Board compared with other
organisations, putting the findings into
context. The Board noted the degree to
which improvements were demonstrated
across a range of key areas with Rank’s
Board operating at or above the Lintstock
Governance Index for most of the metrics
cited.
We have agreed to review and take
action on those few metrics which
appeared to be below the benchmark
(which included the Board’s oversight
of risk, expression of risk appetite and
mitigation).
My focus will continue to be on
maintaining strong Board leadership
to drive further improvements where
possible and developing succession
plans to ensure that we are well-placed to
continue the business recovery plan.
The year ahead
The Board recognises the ongoing need
for good governance and has carried out
a review of how the changes to the UK
Corporate Governance Code 2024 affect
it. I am confident that our framework
remains strong and effective.
However, as we continue to focus on the
strategic aims of the Group and look to
build future assurance and success of
the business, adaptability and resilience
are key. This has been demonstrated
by senior management in its response
to the legislative and political changes
and challenges it has faced over the
last 12 months. I would like to take this
opportunity, on behalf of the Board, to
thank our senior leadership team and
our colleagues for their continued drive
and commitment, as well as my fellow
Directors for their valued contribution.
We move forward with confidence in our
strategic plans and in the knowledge
that the Company is led by a highly
competent and professional team. The
Strategic Review is now well embedded
as a process.
The new Remuneration policy (which is
being presented for approval at the AGM)
is intended to incentivise growth and
performance and this will be enhanced
by the cultural development programme
which continues to progress. This has
been overseen by the Nominations
Committee with a key focus on culture of
the Group being the customer and safer
gambling.
The Board’s own performance has
improved and we operate above the
benchmark for most boards with one or
two areas to further develop (see page
78 for more). This shall be our focus for
2024/25.
We shall continue to work on and
improve our relationships with regulators
at multiple levels (myself and the CEO on
regulatory and operational aspects), with
other chairs and CEOs in the sector and
with shareholders (the Capital Markets
Day and individual meetings).
I welcome the valuable support of
our shareholders and indeed all our
stakeholders, as the business continues
its recovery journey and takes advantage
of the opportunities that lie ahead. With
that in mind, I look forward to engaging
with you further at this year’s Annual
General Meeting on Thursday 17 October
2024.
Alex Thursby
Chair
68
The Rank Group Plc
Annual Report 2024
Group Overview
Strategic Report
Governance
Financial Statements
Governance
at a glance
About the Board
2018 Code Compliance Statement
The Board remains committed to maintaining the highest standards of corporate
governance across the Group, recognising that a strong governance framework
is vital to underpin our strategic objectives. For the year under review, we have
consistently applied the principles of good governance contained in the 2018 UK
Corporate Governance Code (the ‘2018 Code’) and are in full compliance with its
provision. The Board notes that last year there was a minor omission of ethnic
diversity data which did not translate into the final print copy. This has been
corrected for this year’s publication. Please see below.
During the year, the Board received updates on changes to the Code with the
advent of the UK Corporate Governance Code 2024 which takes effect 1 January
2025 and the Group is working to comply with the same. The focus of ongoing
work is the new Provision 29 which takes effect from 1 January 2026. The Board is
reviewing and evaluating plans from Group Internal Audit on the reporting of the
Group’s risk management and internal control framework and annual review of its
effectiveness. Following such review, an appropriate annual review process will be
finalised, approved and reported on in the Annual Report and Accounts 2025. For
more information see page 81. The Board also notes new Provision 38 which asks
companies to include in the Annual Report from 1 January 2025 a description of its
malus and clawback provisions.
The 2018 Code can be found on the Financial Reporting Council’s website
www.frc.org.uk.
How we comply with the
UK Corporate Governance Code 2018
More information on pages
1
Board leadership and Company purpose
A
Effective and entrepreneurial Board that
promotes long-term sustainable success
29 to 31, 42 to 45, 101 to
102
B
Purpose, strategy, values and culture
Inside cover to 9, 12 to 17,
36 to 52
C
Governance framework and Board resources
70, 71 and 77
D
Stakeholder engagement
32 to 35
E
Workforce policies and practices
42, 55 to 56
2
Division of responsibilities
F
Board roles
70, 72 to 73
G
Independence
69
H
External commitments and conflicts of interests
71 to 73, 97
I
Board efficiency and key activities
65 to 68
3
Composition, succession and evaluation
J
Appointments to the Board
72 to 73
K
Board skills, experience and knowledge
69
L
Annual Board evaluation
78
4
Audit, risk and internal control
M
Financial reporting
84, 114 to 115
M
External auditors and internal audit
83, 113 to 114
N
Fair, balanced and understandable – 2024
Annual Report review
82
O
Internal financial controls
82
O
Risk management
57 to 62, 82
5
Remuneration
P
Linking remuneration with purpose and strategy
(please see comments above in regard to
pension contribution rates)
100 to 108
Q
Remuneration policy
94 to 99
R
Performance outcomes
94, 100 to 108
Board tenure
0-3 years
3
3-6 years
3
6-9 years
2
Board independence
Indepen-
dent
Appointed
Chair
Alex Thursby
1
Yes
Aug 2017
Executive
John O’Reilly
No
May 2018
Richard Harris
No
May 2022
Non-Executive
Katie McAlister
Yes
April 2021
Chew Seong Aun
No
Dec 2020
Lucinda Charles-Jones
Yes
June 2022
Keith Laslop
2
Yes
Sept 2023
Karen Whitworth
Yes
Nov 2019
1.
Alex Thursby was originally appointed to the
Board on 1 August 2017 and became Non-
Executive Chair with effect from 17 October
2019.
2.
Keith Laslop was appointed to the Board and
the Audit Committee on 1 September 2023.
Skills of the Non-Executive Directors
Alex
Thursby
Karen
Whitworth
Lucinda
Charles-
Jones
Chew
Seong
Aun
Katie
McAlister
Keith
Laslop
Customer-centric/hospitality
Environment, Sustainability and Governance
Financial (accounting and/or finance)
Gaming
Marketing
People
Real estate & property
Risk & Compliance
Strategy
Technology/digital
Committee membership
Committee member
Committee Chair
Alex
Thursby
John
O’Reilly
Richard
Harris
Karen
Whitworth
Lucinda
Charles-
Jones
Chew
Seong
Aun
Katie
McAlister
Keith
Laslop
Audit Committee
Finance Committee
Nominations Committee
Remuneration Committee
ESG & Safer Gambling Committee
Ethnic diversity and gender identity
Data on board diversity, skills and committee membership is collated and reviewed annually by the Board. This year this
occurred at the meeting of 18 June 2024. Data on executive management diversity is checked and verified annually with
Human Resources through data held by the Group. This is then reviewed and approved by the Chief People Officer before
being ultimately approved by the Board in its review of the Annual Report and Accounts.
Ethnic diversity reporting
as required under Listing Rule 9.8.6 (R) 10 as at 30 June 2024
Number
of board
members
% of board
Number
of senior
positions on
the board
(CEO, SID,
CFO or Chair)
Number of
executive
management
% of executive
management
White British or other white (including minority white groups)
6
75%
4
10
100%
Mixed/Multiple ethnic groups
1
12.5%
Asian/Asian British
1
12.5%
Black/African/Caribbean/Black British
Other ethnic group, including Arab
Not specified/prefer not to say
Gender identity or sex reporting
as required under Listing Rule 9.8.6 (R) 10 as at 30 June 2024
Number
of board
members
% of board
Number
of senior
positions on
the board
(CEO, SID,
CFO or Chair)
Number of
executive
management
% of executive
management
Men
5
62.5%
3
7
70%
Women
3
37.5%
1
3
30%
Other categories
Not specified/prefer not to say
The Rank Group Plc
Annual Report 2024
Group Overview
Strategic Report
Governance
Financial Statements
69
Board Committees
Nominations Committee
Audit Committee
Remuneration Committee
ESG & Safer Gambling Committee
Finance and Disclosure Committee
Recommends appointments to the Board.
Oversees succession planning for
Directors and the process for succession
planning for the senior management
team.
Ensures that there is an appropriate mix of
skills and experience on the Board.
Promotes Equality, Diversity and Inclusion
on the Board and across the Group.
Oversees the Group’s financial reporting
and monitors the independence of our
internal and external audit.
Responsible for internal controls and
monitors risk management including the
identification of emerging risks.
Responsible for the relationship with the
external auditor.
Responsible for establishing a
Remuneration Policy and setting the
remuneration for the Chair of the
Board, Executive Directors and senior
management.
Oversees remuneration policies and
practices across the Group.
Responsible for the alignment of reward,
incentives and culture, and approves
bonus plans and long-term incentive
plans for the Executive Directors and
senior management.
Responsible for assisting the Company
in the formulation and monitoring of its
Environmental, Social and Governance
strategy.
Reflective of Rank’s products and services,
the Committee has a particular focus
on the Company’s safer gambling
strategy and policy for the prevention of
gambling-related harm in each of the
jurisdictions and channels in which it
operates.
Authorised by the Board to approve
capital expenditure and make finance
decisions for the Group up to authorised
limits in accordance with the Group’s
delegation of authority.
Acts as the Board’s disclosure committee
for the purposes of the Market Abuse
Regulation.
Read more on pages 76 to 79.
Read more on pages 80 to 84.
Read more on pages 90 to 108.
Read more on pages 85 to 88.
Read more on page 89.
How we are governed
Board leadership, Company purpose and governance structure
Executive Committee and
Senior Management Committees
The Executive Committee manages the day-to-day operations of the Group’s business within levels of
authority delegated by the Board. It comprises the Chief Executive, Chief Financial Officer, Managing
Directors for each of Grosvenor Venues, Mecca Venues and Rank International, Chief People Officer,
Chief Information Officer, Group Transformation & Strategy Director, Director of Investor Relations &
Communications and the Chief Operating Officer.
Two senior management committees, the Risk Committee and the Compliance Committee, report to the
Audit Committee and support it in ensuring that the appropriate internal controls for risk management
are implemented and monitored. A further committee, the ESG Steering Committee, comprising senior
management from around the Group, reports to the ESG & Safer Gambling Committee.
For more information about the Company’s approach to risk management, please see pages 57 to 62.
The Rank Group Plc Board
The Board is ultimately responsible for the direction, management and performance of the Company. It
meets formally on a regular basis, with additional ad hoc meetings scheduled in line with business needs.
The Directors view their meetings as an important mechanism through which they discharge their duties,
particularly under s.172 of the Companies Act 2006.
See pages 30 to 35 for more information.
70
The Rank Group Plc
Annual Report 2024
Group Overview
Strategic Report
Governance
Financial Statements
Board purpose
The Board is responsible for the long-
term success of the Company and
provides leadership within a structure
that ensures effective controls are in
place to assess and manage risk. While
the Board retains ultimate responsibility
for the exercise of its powers and
authorities, there is a formal framework
of Committees of the Board to support
it in discharging its duties, as set out
on page 70. Each Committee operates
under terms of reference approved by
the Board, which are reviewed annually
and can be found on the Company’s
corporate website, www.rank.com.
Division of responsibilities
Chair and Chief Executive
Rank has established a clear division
between the respective responsibilities
of the Non-Executive Chair and the Chief
Executive.
The Chair
Responsible for the leadership and
effectiveness of the Board, including
setting its agenda, overseeing
corporate governance matters and
undertaking the evaluation of the
Board, its Committees and Directors.
Ensures that the Board as a whole
plays a full and constructive part in
the development and determination of
Rank’s strategy.
Oversees effective engagement with
the Company’s various stakeholders.
Ensures a culture of openness and
debate around the Board table.
Sets and manages the Board’s agenda
in consultation with Executive
Directors and the Company Secretary.
Ensures that Directors receive
accurate, timely and clear information
and that they are fully informed of
relevant matters, to promote effective
and constructive debate and support
sound decision-making.
Ensures that adequate time is available
for discussion of the principal risks,
important matters and key decisions
affecting the Company.
The Chief Executive
Responsible for the day-to-day
operation of the business, while being
accountable to the Board for all aspects
of the performance and management
of the Group. This includes developing
business strategies for Board approval
and implementing them in a timely
and effective manner while managing
risk.
Ensures effective communication with
all stakeholders.
Manages the Executive Committee
and is responsible for leading and
motivating a large workforce of people.
Promotes the strategy, values, ambition
and purpose of Rank and conducts
the Company’s affairs to the highest
standards of integrity, probity and
corporate governance.
Takes responsibility for Group health
and safety policies.
Responsible for the ESG strategy and
embedding a safer gambling culture
across the Group.
Non-Executive Directors and
Senior Independent Director
The Non-Executive Directors support
the Chair and provide objective and
constructive challenge to management.
Among their other duties, they are
required to oversee the delivery of the
strategy within the risk appetite set by
the Board, scrutinise the performance
of management in meeting agreed goals
and objectives, monitor the reporting
of performance and ensure compliance
with regulatory requirements. The
Non-Executive Directors participate in
meetings held by the Chair without the
Executive Directors present.
The Senior Independent Director
provides a sounding board for the Chair
and serves as an intermediary for the
Chief Executive and other Directors
when necessary. She leads the process of
evaluating the Chair’s performance and
is available to shareholders if they have
any concerns that they have been unable
to resolve through the normal channels.
In July 2024, the Board agreed to replace
two of its four CEO and NED quarterly
update meetings (for 2024/25) with
informal dinners to deepen Board
relationships. This is in addition to
the Board dinners and venue visits in
November 2024 and June 2025 that are
planned.
Company Secretary
The Company Secretary makes sure that
appropriate and timely information is
provided to the Board and its Committees
and is responsible for advising and
supporting the Chair and the Board on
all governance matters. All Directors
have access to the Company Secretary
and may take independent professional
advice at the Company’s expense in
furtherance of their duties.
Conflicts of interest
The Group believes it has effective
procedures in place to monitor and deal
with any potential conflicts of interest
and ensure that any related-party
transactions involving Directors, or their
connected parties, are conducted on an
arm’s length basis.
Directors are required to disclose any
conflicts of interest immediately as
and when they arise throughout the
year. In addition, we undertake a formal
process each year when all Directors
confirm to the Board details of any other
directorships that they hold. These are
assessed by the Nominations Committee,
and then the Board. No Director is
counted as part of the quorum in respect
of the authorisation of his or her own
conflict.
Board re-election
In accordance with the Company’s
articles of association and the 2018 Code,
all continuing Directors will stand for
re-election at the 2024 Annual General
Meeting.
Insurance cover
The Company has arranged insurance
cover and indemnifies Directors in
respect of legal action against them to
the extent permitted by law. Neither the
insurance nor the indemnity applies in
situations where a Director has acted
fraudulently or dishonestly.
How we are governed
Mecca, Luton
The Rank Group Plc
Annual Report 2024
Group Overview
Strategic Report
Governance
Financial Statements
71
Our Board
Alex Thursby
Non-Executive Chair
Board independence
Independent
Age
64
Ethnicity/Nationality
White/Australian
Gender
Male
Appointment
August 2017
Key strengths:
Broad financial and international
experience, having worked across
multiple product groups in the banking
sector for many years.
Extensive leadership experience, with a
strong understanding of governance and
investor relations.
Previous experience
Alex was a non-executive director at
Barclays Bank Plc from 2018 to 2019. He
was chief executive officer at National Bank
of Abu Dhabi from 2013 to 2016 and a
non-executive director at AMMB Holdings
Berhad, a Bursa Malaysia listed company
and part of the AM Bank Group, from
2008 to 2012. Alex was a member of the
executive committee at Australia and New
Zealand Banking Group (ANZ) for five years,
including CEO of the International and
Institutional Banking Division (Corporate
and Investment bank). Prior to this, he was
with Standard Chartered Bank for 21 years,
where his roles included global head of
wholesale banking, client relations and
head of Northeast Asia.
Key external appointments and commitments
Alex is chair of the Board of Governors at
Giggleswick School.
Committee membership
Finance Committee (Chair); Nominations
Committee (Chair); and ESG & Safer
Gambling Committee.
John O’Reilly
Chief Executive
Board independence
Non-independent
Age
64
Ethnicity/Nationality
White/British
Gender
Male
Appointment
May 2018
Key strengths
Significant and extensive experience of
the betting and gaming industry.
Proven business leadership with a breadth
of strategic, commercial and operational
experience. Strong shareholder
understanding.
Previous experience
John was a non-executive director at William
Hill Plc from 2017 to 2018, non-executive
director and chair at Grand Parade 2015 to
2016 and a non-executive director and chair
of the remuneration committee at Telecity
Group Plc from 2007 to 2016. He was a
senior executive at Gala Coral Group from
2011 to 2015. Prior to this, at Ladbrokes
he held several senior positions including
managing director of remote betting and
gaming, and subsequently, executive
director from 2006 to 2010.
Key external appointments and commitments
John is a non-executive director and chair of
the audit and risk committee at Weatherbys
Limited and a trustee of the New Bridge
Foundation, the prisoner befriending
charity.
Committee membership
Finance Committee and ESG & Safer
Gambling Committee.
Richard Harris
Chief Financial Officer
Board independence
Non-independent
Age
41
Ethnicity/Nationality
White/British
Gender
Male
Appointment
May 2022
Key strengths
Has held CFO and senior finance
roles in a number of consumer-facing
organisations, developing a strong
understanding of corporate finance,
commercial finance, investor relations
and financial reporting.
Extensive operational experience,
particularly in acquisitions, disposals and
business improvement
Previous experience
Richard’s previous roles include Chief
Financial Officer at Foxtons Group Plc from
2019 to 2022, Group Financial Controller
at Laird Plc from 2016 to 2019, and over
11 years at Marks and Spencer plc where
he held a number of senior financial roles.
He is a CIMA qualified management
accountant.
Key external appointments and commitments
None.
Committee membership
Finance Committee.
Karen Whitworth
Senior Independent Director
Board independence
Independent
Age
55
Ethnicity/Nationality
White/British
Gender
Female
Appointment
November 2019
Key strengths
Significant strategic, financial and
leadership experience gained through a
number of senior commercial, operational
and governance roles.
Extensive knowledge of consumer-facing,
multi-site retail, and multi-channel
businesses.
Previous experience
Karen has over 20 years of board-
level experience in public and private
organisations. She was previously a non-
executive director and chair of the audit
committee at Pets at Home Plc and was a
supervisory board member and member of
the audit committee at GS1 UK Limited from
2015 to 2018. Karen spent over 10 years
at J Sainsbury’s plc, latterly as director of
non-food grocery and new business. Prior
to joining Sainsbury’s, she was finance
director at online entertainment business
BGS Holdings Limited and held a number
of senior global roles at Intercontinental
Hotels Group plc. Her early career was spent
at Coopers & Lybrand (now PwC), where she
qualified as a chartered accountant.
Key external appointments and commitments
Karen is senior independent director at
Tritax Big Box REIT plc and chair of the
audit committee and non-executive director
for Tesco Plc, as well as an adviser to Grow
up Farms Limited. She is also a director and
Governor of Nuffield Health, a not-for-profit
registered charity.
Committee membership
Audit Committee (Chair); Remuneration
Committee, Nominations Committee;
ESG & Safer Gambling Committee.
Lucinda Charles-Jones
Non-Executive Director
Board independence
Independent
Age
58
Ethnicity/Nationality
White/British
Gender
Female
Appointment
June 2022
Key strengths
Extensive remuneration and people
experience, both UK and internationally.
Experience in strategic development
of social and environmental aspects
of corporate responsibility.
Previous experience
Lucinda has more than 25 years executive-
level experience in human resources
roles. She was Chief People & Corporate
Responsibility of AXA UK and Ireland,
part of the AXA SA Group, from 2015 to
2022 and group HR director for Towergate
Partnership Co Ltd from 2011 to 2014.
Prior to this, Lucinda was group global HR
director for Hays Plc and has also previously
held human resources roles at RAC PLC,
consumer division and Vivendi SA.
Key external appointments and commitments
Lucinda is a non-executive director on the
board of Virgin Money plc where she also
chairs the remuneration committee and
sits on the audit, risk and governance and
nomination committees. She is also a non-
executive board member for Business in
the Community where she also chairs the
remuneration committee and sits on the
nomination committee.
Committee membership
Remuneration Committee (chair);
ESG & Safer Gambling Committee;
Audit Committee; Nominations Committee.
Chair
Executive Directors
Non-Executive Directors
1.
Alex was originally appointed to the Board on 1
August 2017 and became the Non-Executive Chair
with effect from 17 October 2019.
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Financial Statements
Our Board
Chew Seong Aun
Non-Executive Director
Board independence
Non-Independent
Age
59
Ethnicity/Nationality
Asian/Malaysian
Gender
Male
Appointment
December 2020
Key strengths
A breadth of strategic and operational
knowledge having worked across a
number of companies in the Hong Leong
Group.
Extensive experience in finance and
banking.
Previous experience
Seong Aun has over 30 years’ experience
in finance and banking and was with the
Hong Leong Group for more than 18 years.
Until 15 May 2024, he was: (i) the executive
director and the group chief financial
officer of Guoco Group Limited and (ii) the
non-executive director of Lam Soon (Hong
Kong) Limited. Both companies are listed in
Hong Kong and are members of the Hong
Leong Group. Prior to this he was the chief
financial officer of Hong Leong Financial
Group Berhad, an associated company of
Guoco Group Limited listed in Malaysia
from 2006 to 2020. In his earlier career,
Seong Aun held various senior banking
positions in the Middle East and Asia. He is
an ICEAW qualified chartered accountant
(FCA) and member of the Asian Institute of
Chartered Bankers Malaysia.
Key external appointments and commitments
None.
Committee membership
None.
Katie McAlister
Non-Executive Director
Board independence
Independent
Age
48
Ethnicity/Nationality
White/British
Gender
Female
Appointment
April 2021
Key strengths
Extensive digital and marketing
experience, both UK and internationally.
Responsible for several digital
transformation and business change
programmes and a strong interest in
Environmental, Social and Governance
(‘ESG’) initiatives.
Previous experience
Katie joined TUI in 1998 in the commercial
area of TUI UK and Ireland with roles in
trading, product, and destination services.
She was chief marketing officer for TUI
Northern Region (UK, Ireland and Nordic)
until her more recent move to Cunard,
belonging to the Carnival Plc group.
Key external appointments and commitments
Katie is President of Cunard, part of the
Carnival plc group.
Committee membership
ESG & Safer Gambling Committee (Chair);
Audit Committee; and Remuneration
Committee.
Keith Laslop
Non-Executive Director
Board independence
Independent
Age
52
Ethnicity/Nationality
Mixed/Canadian British
Gender
Male
Appointment
September 2023
Key strengths
Significant and extensive experience of
the gaming industry.
Formation of a new business and rapid
business growth.
Acquisitions and disposals.
Qualified Chartered Accountant and
Chartered Financial Analyst charterholder.
Previous experience
Keith brings a breadth of corporate financial
experience from the gaming industry,
having most recently been chief financial
officer at Gamesys Group Plc (Gamesys).
Keith co-founded Intertain Group in
2013, which following completion of five
acquisitions, became one of the 200 largest
public companies in the UK (as Gamesys)
and was subsequently acquired by Bally’s
Corporation in 2021. He previously
served as a Principal of a family office, the
President of the world’s largest distributed
denial-of-service mitigation provider
(Prolexic Technologies) and the CFO and
Business Development Director at London-
based video gaming software developer
(Elixir Studios).
Key external appointments and commitments
None.
Committee membership
Audit Committee.
Non-Executive Directors
Company Secretary
Attendance at Board and Committee
Meetings
Board
Nominations
Audit
ESG & Safer
Gambling
Finance &
Disclosure
Remuneration
Alex Thursby
8/8
(Chair) 4/4
-
4/4
(Chair) 10/10
-
John O’Reilly
8/8
-
-
4/4
10/10
-
Richard Harris
8/8
-
-
-
10/10
-
Chew Seong Aun
8/8
-
-
-
-
-
Karen Whitworth
8/8
4/4
(Chair) 4/4
4/4
-
4/4
Keith Laslop
1
7/8
-
3/4
-
-
-
Katie McAlister
2
8/8
-
4/4
(Chair) 4/4
-
4/4
Lucinda Charles-Jones
3
8/8
4/4
4/4
4/4
-
(Chair) 4/4
1.
Keith Laslop was appointed to the Audit Committee
in September 2023.
2.
Katie McAlister was appointed Chair of the ESG &
Safer Gambling Committee with effect 1 February
2022
3.
Lucinda Charles-Jones was appointed Chair of the
Remuneration Committee in January 2023.
In addition to the scheduled meetings, the
Board held a further two meetings during
the year to discuss performance. Board
members also considered a number of key
arising matters outside of these meetings
as these arose.
Brian McLelland
Interim Company Secretary
Appointment
May 2024
Previous experience
Brian joined Rank in March 2024 and was
appointed Interim Company Secretary in
May 2024. He has over 25 years of company
secretarial experience and is a qualified
solicitor. He has held positions as Group
Company Secretary at PayPoint Plc and
Ferrexpo Plc and has been Deputy Company
Secretary at Millennium Hotels.
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73
Our Executive Committee
John O’Reilly
Chief Executive
John joined Rank in May 2018.
Jonathan Plumb
Chief Information Officer
Jonathan joined Rank in October 2018.
Sarah Powell
Director of Investor Relations
and ESG
Sarah joined Rank in January 2009.
Andy Crump
Mecca Venues
Managing Director
Andy joined Rank in May 2022.
Mark Harper
Grosvenor Venues
Managing Director
Mark joined Rank in August 2023.
Enric Monton
Rank International
Managing Director
Enric joined Rank in May 2022.
Emma Morning
Group Transformation
and Strategy Director
Emma joined Rank in October 2019.
Richard Harris
Chief Financial Officer
Richard joined Rank in May 2022.
Hazel Boyle
Chief People Officer
Hazel joined Rank in September 2022.
Jon Martin
Chief Operating Officer
Jon joined Rank in January 2019.
For more information on our Executive Committee
please visit our website: www.rank.com
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Financial Statements
Our culture and workforce
engagement
Engagement spotlight
Adapting Rank’s culture as a key
enabler
Our colleagues sit firmly at the heart of
the Company’s strategy as a key enabler
for the long-term sustainable success
of the Group (for more information on
Rank’s strategy see pages 15 to 17). The
Board receives regular updates from the
Chief People Officer, as well as updates
from the designated Non-Executive
Director for Workforce Engagement.
Through these updates, the Board is able
to keep informed of prevailing trends
enabling them to draw on a holistic
view of what it’s like to work at Rank. See
more about colleague engagement on
page 33.
During the year, the Board approved the
2024/25 People & Culture Plan (‘Plan’)
which includes the transformation
roadmap. The Plan also includes our
continued commitment to Equality,
Diversity and Inclusion and our
Colleagues & Community agenda. A
refreshed HR dashboard will keep the
Board informed of the People & Culture
progress against the approved actions.
The People & Culture team, through
the Plan, has a clear purpose to help
colleagues Work, Win and Grow at Rank.
Over the next three to five years, this
purpose will help the team deliver the
Plan, focusing on five key areas:
1.
Rollout of employee value proposition
and become an employer of choice
2. Address our reward philosophy
and strategy
3. Embed a communications
and engagement strategy
4. Focus on management development
and succession
5.
Deliver business unit people
transformation plans.
In support of our strategic KPIs, the Plan
underpins how the team will ensure a
clear view on what success looks like
– one where we are able to attract and
retain the best talent from around the
world; we can develop and grow our
colleagues from within; we continually
engage, give and receive feedback;
we are able to foster a unified culture
of inclusivity and, as a responsible
business, encourage diversity of thought
and promote good health and wellbeing
for all; and we create environments
which enable all colleagues to do
great work for our customers. With a
strong relationship between the Chief
People Officer and the designated
Non-Executive Director for Workforce
Engagement, together with her role as
Remuneration Committee Chair, the
Board welcomes the progress made in
the year which will deliver a clear line
of sight that will enhance the People
& Culture Plan over the medium term
as part of building success towards
achieving the longer-term vision.
Workforce Engagement
Positioning ourselves as a desired
employer is crucial in attracting and
retaining the best talent. To ensure that
the Group maintains strong relationships
with our existing workforce, we provide
listening forums for colleagues to share
their opinions. By listening to ideas,
hearing feedback, issues and concerns
and feeding these thoughts back to
leadership, we can then take action to
ensure we continue to provide a great
colleague experience.
One element of our listening strategy
is a formalised programme of workforce
engagement sessions. These are
hosted by our Non-Executive Director
for Workforce Engagement, Lucinda
Charles-Jones, throughout the year.
The following is an interview that we
conducted with an attendee in 2024
to understand the importance of these
sessions for colleagues.
Edward Wynn,
Learning and
Organisation
Development
Business Partner
Having attended the workforce
engagement session at the
Sheffield office, how valuable do
you feel these are to colleagues?
I think these sessions are incredibly
important. Being able to speak directly
to a member of the Board is a fantastic
opportunity, because you know that
this is being fed back to the rest of the
leadership.
It was also helpful to get that exposure to
a Non-Executive Director to understand
what the Board do and their role
in governance and overseeing and
supporting the business. I think that
really resonated with everyone in the
session, because it not only showed that
our leadership are not a remote body, but
also made us more aware of the strategic
direction of the Group, as well as our role
in Rank’s progress.
Do you think that an open and
productive conversation was
facilitated in the session?
Absolutely. Lucinda explained why
she was there and the purpose of the
workforce engagement sessions. She
made it clear that the session was an
opportunity for colleagues to share with
the Board our experiences of working
at Rank – the good and the not so good.
Because of this, and the relaxed and
informal tone that was set, it felt like a
safe space to put forward and discuss
our honest views. We were also invited
to share what we would like the Board to
consider in their decision-making.
It was helpful not only to air any
concerns people had but also to share
the real positives about the business and
to learn about individuals’ different roles.
Key themes from the session identified
the commitment of our people and the
fact that we all really enjoy working
alongside each other. I look forward to
receiving in due course any responses
from the Executive Committee and the
Board to the key themes raised and hope
I have the opportunity to partake in the
next forum.
How effective is Rank’s overall
engagement strategy with
colleagues from your perspective?
I personally feel very connected to the
business – receiving updates from the
business unit I work within, joining the
Town Halls and having attended this
session, there’s a lot of opportunity
to understand what is going on from
a Group-wide perspective. I am also
very encouraged by the launch of
Connect (the new communications
and engagement platform) because
I know how effective it will be for
communicating with our venues’
colleagues.
Also, the encouragement and support
that I have had during my time at
Rank so far has empowered me to
pursue opportunities to upskill, share
my knowledge and contribute to
making improvements where we see
opportunities for them.
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Financial Statements
75
Dear Shareholders,
I am pleased to present the Nominations Committee
Report covering the work of the Committee during
the 2023/24 financial year. Again, it was a busy year,
with the addition of a new Board member and further
strengthening and maturing of our Executive team who
have delivered strong contributions in this financial
year. We have continued to focus on the important areas
of succession planning for our senior management and
our Equality, Diversity and Inclusion Strategy.
Non-Executive Director induction and Board
changes
All new Board members receive an induction
following their appointment, which is led by the
Company Secretary and comprises both a general
and personalised programme. The general induction
includes their duties and responsibilities as a director
of a listed company, while the personalised induction is
devised and tailored to each new director’s background,
experience and role. During the year, Keith Laslop was
appointed (which was reported in the Annual Report
2023 when he joined the Board and the Audit committee
on 1 September 2023).
Executive Committee changes
Mark Harper joined us in August 2023 as Managing
Director Grosvenor. More information about Mark can
be found on the corporate website, www.rank.com.
Composition
In 2023, in line with the requirements of the 2024 UK
Corporate Governance Code and in light of director
changes, we reviewed the Board’s composition and
skills matrix. I was delighted to appoint Keith Laslop
on 1 September 2023 and he has enhanced the Board’s
capabilities on digital gaming and financial experience.
In appointing Keith to the position, it was understood
that his appointment would alter the composition of
the Board for the purposes of the Hampton-Alexander
Review (which maintains a target of 33% of women on
boards).
Prior to Keith’s appointment, the percentage of female
directors stood at 42.9% (3/7 directors were female)
but this dropped to 37.5% (3/8), albeit still ahead of
the target of Hampton-Alexander, but not meeting
the targets on board diversity as set out in the Listing
Rules 9.8.6(R)(9)(a)(i). The Board was of the view that it
should appoint the best candidate on merit regardless
of sex as this was in the best interests of the company.
It remains committed to appointing further female
Non-Executive Directors on merit. It is noted that the
Senior Independent Director and Chairs of the Audit,
Remuneration and ESG-SG Committees are female.
The Board notes its current composition and that in its
first report in 2017, the Parker Review made a series of
recommendations and set a “One by 2021” target for
all FTSE 100 boards to have at least one director from
a minority ethnic background by December 2021. The
Review also set a similar “One by 2024” target for all
FTSE 250 boards. As of December 2020, Mr Chew, of
Asian ethnicity, has been a Non-Executive Director.
Under the Parker Review in 2022, the Parker Review
committee asked each FTSE 350 company to set its
own target for its business for December 2027 for the
percentage of its senior management team who identify
as being from an ethnic minority (see page 69 for
senior management statistics). The Review also strongly
encouraged companies to describe in their annual
reports the management development plans they have
in place to help create a diverse and inclusive pipeline
of talent (see page 70 for management development
plans).
We reviewed the composition and chair-ship of the
Board’s Committees during the year and have concluded
that they are operating satisfactorily and do not require
enhancement.
The Committee also considered the other significant
commitments of our Non-Executive Directors and
was satisfied that each Director has sufficient time to
discharge their responsibilities effectively.
Outside of the Board, we considered the composition
of the Executive Committee during the year. I can
confirm that the Committee is satisfied that the Board,
its Committees and the Executive Committee are
appropriately composed.
Nominations Committee Report
“We have made good progress
during the year with new leadership
colleagues embedding quickly into
the organisation and making early
and meaningful contributions to
growth and performance generally.
The Committee continues to focus
on succession planning and
development with a particular
emphasis on senior management,
performance and our Equality,
Diversity and Inclusion Strategy.”
Alex Thursby,
Chair of the Nominations Committee
for orderly succession to
positions on the Board
and Executive Committee
and oversee succession
planning for other senior
management.
Oversee the development
of a diverse pipeline for
succession.
Work and liaise with other
Board Committees as
appropriate, including
with the Remuneration
Committee with respect to
any remuneration package
to be offered to new
appointees to the Board.
Key activities during
the year
Reviewed succession plans
for the Chair and Chief
Executive.
Reviewed talent and
succession plans for senior
management.
Considered how to develop
and enhance further
the effectiveness of the
Executive Committee and
the benefits of interactions
with the Board.
Oversaw and reviewed the
training provided to the Board
collectively and to Board
members individually to
assess the appropriateness,
quality and effectiveness of
the training provided.
Reviewed training and
personal development plans
for senior management
including individual
professional development
programmes and
complementary coaching.
Reviewed and considered
the Board and Board
Committee effectiveness
reviews, drawing up a plan
of action to deliver against
areas of focus.
Reviewed the structure, size
and composition of the
Board and its Committees
and the Executive.
Kept under review the
number of external
appointments and
significant commitments
held by each Director of the
Board to ensure that they
are able to allocate sufficient
commitment to their role.
Considered proposals
for the appointment, re-
appointment, re-election
or retirement of each Non-
Executive Director (including
the Chair) having given due
regard to their performance
and ability to continue to
contribute to the Board and
the Company’s long-term
sustainable success.
Continued to monitor
initiatives under the Equality,
Diversity and Inclusion
Strategy.
Oversaw the development
of a diverse pipeline for
succession for the Board
and senior management.
Committee
membership and
meeting attendance
For Committee membership
and attendance please see
Attendance at Board and
Committee Meetings table
on page 73.
Role and
responsibilities
The Committee leads the
process for appointments,
ensures plans are in place
for orderly succession to
the Board, the Executive
Committee and other senior
management positions, and
oversees the development
of a diverse pipeline
for succession. Its key
responsibilities are to:
Lead a rigorous and
transparent procedure for
Board appointments.
Regularly review and refresh
the Board’s composition,
taking into account the
length of service of the
Board as a whole, to ensure
it remains effective and is
able to operate in the best
interests of shareholders.
Ensure plans are in place
The formal terms of reference of the Committee are available at
www.rank.com or by written request to the Company Secretary who
acts as secretary to the Committee. The terms of reference were
reviewed by the Board on 14 August 2024
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Nominations Committee Report
Learning, education and continuous
development
We regularly consider training requirements for the
Board with a view to enhancing knowledge and skillsets
and to ensure appropriate account is taken of changing
business circumstances.
Directors are invited to identify to the Company
Secretary any additional information, skills and
knowledge enhancements that they require. Following
feedback from the Board evaluation in 2023 the Board
commenced a programme of bespoke training for
individual directors.
This has involved personal development with the
support of an external leadership consultancy. Non-
Executive Directors have been provided with tailored
training on an individual basis by subject matter
experts from Deloitte Academy on many different
topics including aspects of audit committee work,
remuneration committee trends and the role of the non-
executive director.
The Board collectively received training on safer
gambling, from an external third party, GamCare, ESG
trends and the Corporate Governance Code changes
during the year. The Board were also appraised of key
legislative changes and developments that affected the
Group such as the Gambling Act Review and ongoing
legislative consultations.
For more information, please see Legislative Change,
Industry associations and accreditations and Safer
Gambling in the 2024 Sustainability Report which includes
employee training on safe gambling including GamCare
initiatives.
Succession planning
As part of our six-monthly talent reviews, we capture our
succession plans for executives and senior managers
ensuring we have plans in place to continue to develop
a robust and diverse pipeline and the Board and
Committee have reviewed these regularly during the
year.
We made a conscious decision to up-weight the
commercial and operational experience in our
Grosvenor business with the appointment of Mark
Harper in August 2023, and Samantha Collins joining us
at the end of last year as the new Grosvenor Operations
Director.
The Committee welcomed further notable examples
of succession planning and diversity in action in the
promotion of senior management, demonstrated by
the appointment the Talent & Learning Director and
a further senior female promotion of an individual to
Head of IT Delivery, managing all technology change
across Grosvenor and Mecca and our Corporate systems.
Overall, we are pleased to see a 4% increase in female
managers which reflects our continued commitment
to building a diverse and inclusive workplace where
everyone has equal opportunity and our promotion
process is clear and transparent.
In reviewing this work during the year, we know we need
continued focus on our gender balance in the current
succession pipeline and continue to action where
there will be opportunities to improve this. The current
gender split in succession for the executive group is
a ratio of 2:5 female/male. However, longer-term we
now have a higher number of females in the senior
management population (35% in May 2024, compared
to 28% in Nov 2023), offering more likelihood of female
succession in the future as part of our formal pipeline
process.
The Committee also conducted its annual review
of succession planning for the Chair and the Chief
Executive and this was refreshed in January 2024.
Equality, inclusivity and diversity at all levels to
help drive growth
We recognise that to be a successful Company and to
achieve our strategic goals, Rank must be both inclusive
and diverse. This must be reflected throughout the
organisation, including on the Board. I am pleased to
report that women comprise more than a third of our
Directors and the Board meets the recommendations of
the Parker Review. We have one director from an ethnic
minority background and at least one senior board
position, the Senior Independent Director, held by a
woman. In addition to this, all of our Board Committee
Chair positions are held by women.
2024
2023
2022
Board
Male
5
4
5
Female
3
3
3
Male %
62.50
57.17
62.50
Female %
37.50
42.86
37.50
Executive
Male
7
7
9
Female
3
4
4
Male %
70.00
63.64
69.23
Female %
30.00
36.36
30.77
Senior management*
Male
40
40
51
Female
21
23
19
Male %
65.57
63.49
72.86
Female %
34.43
36.51
27.14
Overall Group
Male
4075
3862
3952
Female
3494
3384
3618
Male %
53.84
53.30
52.21
Female %
46.16
46.70
47.79
* Senior Management is calculated as the Exec plus the M1 & M3
direct reports to the Exec and the Subsidiary Directors irrespective
of grade and reporting lines.
Our Board data remains unchanged since September
2023.
We have seen a decrease in gender balance in senior
leadership roles following some movements by female
leaders. Women in senior roles will continue to be a
focus for us at Rank, and ensuring we have a diverse
pipeline of talent to support our future strategy remains
important to us. See the Sustainability Report for more
on our pilot scheme, Shine.
The data for Executive members shows a lower
percentage of female talent vs male (compared with
2023) given Mark Harper’s appointment as Managing
Director for Grosvenor.
For more please see Equality, Diversity and Inclusion in the
Sustainability Report 2024.
Focus on Equality, Diversity and Inclusion
(‘ED&I’) for the next six months
The business develops six-monthly plans for ED&I on a
biannual basis and the focus and activities are as set out
below.
Several events were held across the business during
the past six months. Globally the Group celebrated
diversity with Chinese New Year, Easter, Eid and
Ugadi; promoted inclusion through mental health
awareness events; and increased equality awareness for
International Women’s Day, among others.
Moving forward, our activities are to be more focused on
creating and implementing lasting change throughout
the business. This means more work on creating
sustainable change, like continuing to enhance our
policies, processes, recruitment practices and working
environments.
For more please see Equality, Diversity and Inclusion in the
Sustainability Report 2024.
Mecca, Luton
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Governance
Financial Statements
77
Nominations Committee Report
Consulting with ED&I external partners to
ensure activities are aligned with Performance
and Culture Strategy
We are continuing our partnerships with our external
ED&I partners since most of them are still in their
infancy – around 12 months. We have a new Community
Strategy, which we plan to launch later in the year.
We have recently renewed our accreditation with 55/
Redefined as an age-accredited employer for the third
year, using their job boards to post roles that help
bring over 50s into the workplace, and we will continue
working with WiHTL (Women in Hospitality, Tourism
and Leisure), Inclusion In and DWP over the next year.
Family-friendly policies
We have launched our Family-Friendly Policy in the UK,
which has received extremely positive feedback from
employees. A further rollout of this policy will occur
globally by the end of June 2025, recognising the need
to amend contracts and general terms and conditions in
some countries.
As part of our commitment to creating inclusive
workplaces, we are continuing to support colleagues
who identify as trans and/or non-binary. In collaboration
with Inclusion In, we are currently drafting a Trans
Equality Policy. Our research phase has included
valuable input from our LGBTQ+ network members and
consultations with transgender colleagues across the
Group.
We have also conducted an internal review of our
people and culture policies to ensure compliance and
inclusivity, including the use of inclusive language,
for all our colleagues. This review has highlighted key
policies that require updates or changes to enhance our
inclusive culture. One such policy, our Carers Leave
Policy, is in the final stages of review for introduction
to the UK business. This project will continue over the
next few months, with a further update expected in the
summer of 2025.
For more information on our Board skills, experience and
tenure, please see page 70.
Non-Executive Directors’ evaluation
During the year, I held one-to-one meetings with all
Non-Executive Directors to discuss their performance,
drawing on the results of the external evaluation
exercise and to identify whether they continue to
contribute effectively to the Board and demonstrate
commitment to their role. I also met with and evaluated
the performance of the Chief Executive using feedback
from the exercise. To evaluate my performance as
Chair of the Board and of this Committee, the Senior
Independent Director drew on this external evaluation
exercise as well as feedback from separate discussions
she held with the Non-Executive Directors, Executive
Directors and the Company Secretary, and discussed the
results with me.
Board effectiveness review
In 2022, Rank engaged Lintstock Limited (‘Lintstock’),
an independent advisory firm that specialises in Board
reviews, to undertake a two-to-three-year externally
facilitated evaluation process. For 2023/24, in June
2024 Lintstock conducted an interview-led evaluation
process (see pages 67 to 68), with a key focus on Board
Committees.
For 2023/24, we worked with Lintstock to support the
Board effectiveness review, and to follow up on themes
identified in the previous year.
As well as covering core aspects of governance such
as information, composition and dynamics, the review
considered people, strategy and risk areas relevant to
the performance of Rank. The review had a particular
focus on the following areas:
The Board’s dynamics and time allocation
The effectiveness of the committee structure and
inter-committee communication
The Board’s oversight of recent regulatory reforms.
Lintstock’s findings were presented to the Board at the
June meeting (see page 67) and an action plan was
agreed, taking into account progress made against the
findings of the previous year.
Outcomes from 2023/24 Board effectiveness
review
I am pleased that the review identified some key
strengths:
The Board demonstrated a high level of confidence
in its understanding of regulatory conditions and
reforms relevant to the industry.
The Board’s composition was seen to have been
strengthened with its most recent appointment, and
its relationship and interaction with management was
felt to have further improved over the past year.
As in previous reviews, a strong Board emphasis on
safer gambling was acknowledged.
For the forthcoming year the Board agreed areas of
focus that would greatly enhance the current processes.
Other recommendations identified by Lintstock included
ongoing focus on talent management in the business,
further review of risk management, and additional
refinements to Board dynamics and discussions.
As part of the review, Lintstock provided an analysis
of the Rank Board relative to the Lintstock Governance
Index, which comprises around 40 core Board
performance metrics from over 200 Board Reviews
that Lintstock has recently facilitated. This helped the
Directors to understand how the Rank Board compares
with other organisations, putting the findings into
context.
The Board welcomed the effectiveness review process,
and which identified the strengths of the Board and
opportunities to further increase its impact.
We continue to believe that the Board provides an
appropriate blend of executive and non-executive skills
to meet the Group’s needs.
For more information on our Board skills, experience and
tenure, please see page 69.
Alex Thursby
Chair of the Nominations Committee
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Strategic Report
Governance
Financial Statements
Nominations Committee evaluation
It is incumbent on the Board to ensure that a formal and
rigorous review of the effectiveness of the Committee
is conducted each year. During 2022/23, Rank’s
evaluation exercise focused at Board level, facilitated
externally by Lintstock Limited (see previous page). As
part of the process, the review commented on whether
the Committee was operating effectively and it was
concluded that this was the case. The review helped to
shape the review in 2023/24.
The Committee’s progress against last year’s actions are
set out opposite, and focus for 2023/24.
I look forward to meeting shareholders at the
forthcoming Annual General Meeting, when I will be
happy to answer any questions on this report.
Progress on 2023/24 agreed focus areas made during the year
Agreed action
Agreed action
Agreed action
To reflect and draw from
the insights of the Board
effectiveness review and
ensure both the Board
and senior management
reflect the skills required
to deliver the Company’s
strategic aims including
focused training.
To continue to focus
a robust succession
plan with diverse talent
pipeline into senior
management roles.
To provide development
and support to senior
management to ensure
they have the right skills
and display a growth
mindset necessary to
continue to build a high
performing culture.
Progress made during 2023/24
Progress made during 2023/24
Progress made during 2023/24
The Board was
strengthened by way of a
further appointment (Keith
Laslop) following a skills
gap analysis exercise and
an individual programme
of training for the Non-
Executives has been
provided and is ongoing
with the training provided
now being evaluated for
quality control.
We are also collaborating
with leaders from across
the business to build
a simple framework of
Leadership Expectations
which define consistently
what it means to be a
successful leader at Rank.
As part of the six-
monthly Talent
Reviews, management
continues to assess the
performance, potential
and succession of the
Executive Committee –
with development and
actions identified and
reviewed.
With the appointment
of key talent at senior
management level,
there is an improving
picture of succession
at 1-2 years with these
identified successors
having development
plans in place to support
progression.
We have also seen
an improving gender
balance from 27% to
34% of females in senior
leadership.
A small cohort of
Executive Coaches
has been established
to support senior
leadership talent with
bespoke 1-2-1 coaching
and development. In
addition, as an output of
the Talent Reviews, there
are six senior female
leaders piloting ‘Shine’, a
leadership development
programme exclusively
for female talent, that
aims to build confidence
and clarity about career
possibilities.
For more please see
Training and Development
in the Sustainability Report
2024.
For more please see
Colleagues in the
Sustainability Report 2024.
For more please see
Training and Development
in the Sustainability Report
2024.
Following the outcomes of this year’s Board
effectiveness review and as part of the Committee’s
annual evaluation and consideration of matters for the
forthcoming year, we agreed that our focus for the year
ahead should be as follows:
Focus for 2024/25
Continuing the development work with the Executive
Committee and senior management team to ensure we
have a progressive pipeline of talent, with particular focus
on succession for Executive Director roles and key senior
managers.
Further embedding of our leadership framework across
Rank including making further improvements to our
performance and potential process.
Continuing to focus on gender equality at a senior level
to encourage and promote more senior women or those
who identify as women into positions of seniority, including
the continuation of our global mentoring scheme and our
continued rollout of our senior leadership programme Shine,
which focuses on helping women build confidence and
clarity into their career progression plans.
The Rank Group Plc
Annual Report 2024
Group Overview
Strategic Report
Governance
Financial Statements
79
Audit Committee Report
Dear Shareholders,
I am pleased to present the Audit Committee Report
for the 2023/24 financial year. During the year, the
Committee has continued to carry out a key role within
the Group’s governance framework, supporting the
Board in monitoring and reviewing the systems for risk
management, internal control and financial reporting.
Key activities
During the year the Committee’s core duties remained
largely unchanged and the regular focus on financial
reporting, risk management and internal controls remained
in place.
Key matters that formed committee discussions during the
year included the key accounting judgements made in the
preparation of the financial statements, the identification
and management of Group’s principal and emerging risks,
the Group’s liquidity requirements as part of the refinancing
exercise, and the various regulatory and disclosure
requirements that will impact the Group, particularly
requirements in respect to Task Force on Climate-related
Financial Disclosure (‘TCFD’) and Corporate Governance
reform.
We received regular updates from the Risk Committee and
considered and assessed the principal risks to the Group,
both existing and emerging, particularly considering
the ongoing macroeconomic conditions and certain geo-
political risks. Following the assessment of the principal
risks as reported last year, the Committee concluded the vast
majority of risks remain unchanged.
We received a regular update on information security which
set out the cyber-security threat landscape for the last six
months and the actions that were taken to remain compliant
with external annual audits from the likes of PCI DSS. The
Committee considered the comprehensive audit undertaken
and the additional enhanced security monitoring and
security reporting opportunities identified.
Annual activities reported on and discussed included
penetration testing, enhanced security scanning and new
vulnerability management tools. Risks, impact and actions
were reviewed and external audits and project support for
the next six months were presented. Following review, the
Committee concluded the risk profile overall remained
unchanged and that systems and controls were operating
effectively.
The performance of the business and associated risks
again contributed to our work on the long-term prospects
of the business. The Committee reviewed management’s
assessment of the going concern assumption and the
viability statement. The review included consideration
of forecasted cash flows aligned to the Group’s strategic
plan, downside scenarios and reverse stress test scenarios
to ensure there was appropriate liquidity and covenant
headroom.
For the purposes of the going concern assessment, a
12-month forecast period from the date of the approval of the
financial statements was considered, including the results
of the reverse stress test scenario. A longer period of three
years was used for assessing viability, which is consistent
with the Group’s strategic planning period. The Committee
confirmed that preparing the financial statements on a
going concern basis continues to be appropriate and
recommended the approval of the viability statement as set
on page 82.
The Committee reviewed managements’ impairment
assessment, utilising the same financial forecasts as the
going concern and viability statement, and is satisfied that
the carrying value of assets is appropriate at 30 June 2024.
The Committee considered the presentation and disclosure
of the separately disclosed items which were recognised
in the period. The Committee reviewed the nature of these
items, with reference to the Group’s accounting policy, and
concluded the classification and disclosure of the items was
appropriate and the policy had been consistently applied
across financial years.
The Committee also assessed the financial controls
framework, including management’s plans to improve the
Group’s financial control processes, risks and mitigating
controls. More information can be found below, under the
Internal Controls section of this report.
“All members of the Committee
are independent Non-Executive
Directors and the Board believes
that the Committee has the
resources and expertise to fulfil its
responsibilities and effective
oversight required of the Group’s
risk management, internal controls
and financial reporting.”
Karen Whitworth,
Chair of the Audit Committee
Key activities during
the year
Considered and assessed
all accounting judgements
made in the preparation of
the financial statements. In
the year, these judgements
included asset impairment
reviews, ongoing assessment
of the Group’s property
dilapidations provisions, the
appropriate classification of
adjusting items and the prior
year restatement.
Continued to assess and
monitor the principal and
emerging risks for the Group,
particularly in light of the
uncertain macroeconomic
conditions.
Assessed the Group’s plans
to implement improvements
to its financial control
framework, which formally
documents the Group’s
financial control processes,
risks and controls.
Commission a third-party
review of the Group’s risk
management framework to
ensure that processes were
sufficiently robust.
Considered reports relating to
whistleblowing, compliance,
money laundering, health and
safety and data protection.
Considered the increasing
sophistication and complexity
of cyber-attacks and the
defences the Group has in
place to mitigate the impact
of these attacks.
Considered the external
quality assessment of the
Group’s Internal Audit function
and agreed actions with
management.
Assessed the liquidity
arrangements for the Group
including the refinancing
process.
Rank’s 30 June 2023 external
audit was subject to the
Financial Reporting Council’s
(‘FRC’s’) audit quality
inspections of auditors, as
part of the FRC’s normal cycle
of review. The Committee
considered the FRC review
which highlighted several key
areas for improvement and
approved management’s
plan to deliver recommended
improvements to enhance
the quality and transparency
of the Group’s financial
reporting practices.
The Committee considered
management’s response to
the FRC following its letter of
14 March 2024 concerning our
Annual Report & Accounts
2023.
Considered the impact of
the Corporate Governance
Code 2024 on future reporting
and disclosure obligations,
particularly the impact to the
internal control attestations in
2026, sustainability assurance
and an audit and assurance
policy.
Assessed disclosure
requirements and assurance
programme to support the
Group’s reporting against
the Task Force on Climate-
related Financial Disclosures
(‘TCFD’) and considered the
impact of climate-related
matters on the key financial
judgements, concluding they
had immaterial impact at 30
June 2024.
Considered aspects of double
materiality and Corporate
Sustainability Reporting
Directive (‘CSRD’) reporting
requirements.
Recommended to the Board
the selection of a new audit
engagement partner from
EY, with the existing partner
having reached the end of
the allowed term.
Reviewed and approved non-
audit service fees performed
by external auditors
.
Committee
membership and
meeting attendance
For Committee membership
and attendance please see
Attendance at Board and
Committee Meetings table
on page 73.
Role and
responsibilities
The role of the Committee
is primarily to support the
Board in fulfilling its corporate
governance obligations
so far as they relate to the
effectiveness of the Group’s
risk management systems,
internal control processes
and financial reporting. Its key
responsibilities include:
Reviewing and challenging
key accounting judgements,
any policy changes and
narrative disclosures within
the financial statements.
Reviewing assessments of
going concern, longer term
projects and the distributable
reserves position prior to any
declaration of dividend.
Reviewing and assessing
the effectiveness of internal
control systems, including
financial and operational
controls, in addition to
the framework for risk
management.
Performing a robust
assessment of the Company’s
management processes,
including the identification
and mitigation of principal
and emerging risks.
Reviewing the internal
audit programme and any
significant findings, as well
as the effectiveness and
independence of the Internal
Audit function.
Considers reports from
the external auditor and
management’s response to
their recommendations. It
assesses the quality of the
external auditor, considers
their appointment, terms
of engagement and their
remuneration. It monitors the
independence of the auditor
and the provision of non-
audit services.
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Governance
Financial Statements
The formal terms of reference of the Committee are available at
www.rank.com or by written request to the Company Secretary who
acts as secretary to the Committee. The terms of reference were
reviewed by the Board on 14 August 2024
The Committee assessed and approved the TCFD
disclosures (see pages 44 to 51) that formed part of the
Annual Report and Accounts 2024 and ensured there was
appropriate oversight of climate-related considerations
aligned with Group strategy and accounting processes.
In conjunction with the ESG and Safer Gambling Committee,
there was a review of the outcomes and feedback received
from various Gambling Commission assessments across
the business during the year. The Committee was pleased
to see the positive outcomes and management’s response,
which led to changes to policies and practices to protect
customers.
During the year, the Committee received and discussed
fraud and whistleblowing reports. We considered whether
the appropriate processes and levels of accountability were
in place to effectively manage the reports received.
Key judgements and financial reporting
matters
The Committee assesses and challenges whether during
the year suitable accounting policies have been adopted
and whether management has made appropriate estimates
and judgements. Key accounting judgements considered,
conclusions reached and their financial impacts during
the year under review are set out in the table opposite. We
discussed with the external auditor the significant issues
addressed by the Committee during the year and the areas of
particular focus, as described in the independent auditor’s
report on page 113.
Audit Committee Report
Key judgements and financial reporting matters 2023/24
Audit Committee review and conclusions
Impairment review
For goodwill and indefinite-life assets, the Group performs an annual
impairment review. In addition, the Group reviews assets that are subject to
amortisation or depreciation for events or changes in circumstances that
indicate that the carrying amount of an asset or cash-generating unit may
not be recoverable. If an asset has previously been impaired, the Group
considers whether there has been a change in circumstances or event that
may indicate the impairment is no longer required. The Group considers each
venue to be a cash-generating unit and the review covers approximately
115 individual cash-generating units (‘CGU’), with goodwill and indefinite-life
assets considered at a group of CGU level.
The Committee reviewed management’s impairment review process including, where applicable, the cash flow
projections aligned to the strategic plan, growth rates and discount rates used to derive a value in use (‘VIU’),
multiples used in VIU, the sensitivity to assumptions made, and used VIU for all CGUs consistent with the prior year.
The Committee reviewed and agreed the value of impairment charges and reversals recognised in 2023/24 and
reviewed the disclosures including the sensitivity disclosures of changes in key assumptions. Further details are
disclosed in Note 13 on pages 145 to 150.
Treatment of separately disclosed items (‘SDIs’)
The Group separately discloses certain costs and income that impair the
visibility of the underlying performance and trends between periods. The
separately disclosed items are material and infrequent in nature and/or do
not relate to underlying business performance. Judgement is required in
determining whether an item should be classified as an SDI or included within
the underlying results.
The Committee reviewed the presentation treatment of SDIs and agreed that the items listed in Note 4 are
appropriate. The Committee noted that from a quality of earnings perspective, both accretive and dilutive impacts
had been recorded in both the current and prior years.
Dilapidations Provisions
Provisions for dilapidations are recognised where the Group has the obligation
to make good its leased properties.
The Committee reviewed management’s approach to accounting for dilapidations and the basis for the provisions
made based on the trading environment and venue performance.
Compliance with laws and regulations
The Group operates in an evolving regulatory environment with increasingly
complex laws and regulations, particularly gambling-related regulations.
The Committee reviewed management’s approach to complying with laws and regulations including assessing the
potential financial impact, accounting and disclosure for any potential non-compliance.
Taxation
The Group holds provisions for certain tax matters, in addition to the normal
provisions for corporation tax.
In assessing the appropriateness of indirect tax provisions, the Group must
estimate the likely outcome of uncertain tax positions where judgement is
subject to interpretation and remains to be agreed with the relevant authority.
At both the half and the full year, the Committee considered the Group’s approach to tax provisioning, in order to
satisfy itself how management came to its best estimate of the likely outcome.
The Committee received and considered an update paper covering the Group’s ongoing direct and indirect tax
matters. This covered continuing operations where tax returns submitted have been, or are likely to be, challenged by
the relevant tax authority.
The Committee considered that management’s best estimate of tax liabilities is appropriate.
FRC review of Annual Report & Accounts
On 14 March 2024 the FRC wrote to the Group following its regular review of
company Annual Report and Accounts.
The FRC requested more information on the leases on Note 31 of the Annual
Report and Accounts 2023. We were requested to explain why payments of
£66.6m were made in relation to lease liabilities during the year when £43.6m
was shown in the cash flow statement for lease principal payments.
We were also asked to explain the difference between £19.1m as additions to
the right to use assets in Note 12 and the £47.8m shown as additions to lease
liabilities in Note 31.
Rank was given 28 days to respond.
Rank responded formally to the letter on 10 April 2024.
Prior to Rank’s formal response the Committee reviewed the draft response and conclusions reached by
management and approved the formal reply that followed.
In summary, the Group explained that there were two compensating errors in the table of movements in lease
liabilities during the year: £28.7m of dilapidation provisions were incorrectly included in lease liabilities additions of
£47.8m, and an equal and opposite amount was also incorrectly included in lease liabilities payments of £66.6m.
Removing the £28.7m from the lease liabilities additions and payments resulted in revised amounts of £19.1m and
£37.9m respectively.
There was a further difference between Note 31’s revised lease liabilities payments of £37.9m and lease principal
payments of £43.6m disclosed within cash flows from financing activities, in the statement of cash flow.
Management noted the lease principal payments incorrectly included £4.6m of property-related VAT and £1.1 m of
property service charges. It agreed this was not in line with the requirements of IFRS 16.50(a) nor with how they were
treated in the 2022 Annual Report and Accounts. Cash flows from lease-related VAT and property service charges
should have been disclosed within cash flows from operating activities (not financing activities) - removing these
two items resulted in revised lease principal payments of £37.9m, in line with the revised position noted for Note 31.
The misclassification impacted both operating and financing cash flows by £5.7m. Management noted the reported
closing value of £58.5m for cash and short-term deposits at the end of the year was correct.
The FRC subsequently confirmed on 22 April 2024 that they had concluded their review of Rank’s ARA, in accordance
with the FRC Corporate Reporting Review Operating Procedures. They had no further questions or comments.
On 18 June 2024 the Committee further reviewed and analysed management’s account of the causes of lease
accounting errors and approved the future mitigation actions proposed.
The restatement described above was identified following a review of the 2023 Annual Report by the FRC. The FRC’s
review does not benefit from detailed knowledge of our business, or an understanding of the underlying transactions
entered into and therefore provides no assurance that the Annual Report is correct in all material aspects.
The Rank Group Plc
Annual Report 2024
Group Overview
Strategic Report
Governance
Financial Statements
81
Going concern and viability statement
The Directors must determine that the business is a going
concern for the period up to 31 August 2025 from the date
of signing the accounts. Furthermore, the Directors are
required to make a statement in the Annual Report as to the
longer-term viability of the Group. This involves a detailed
review of the Group’s future cash flow projections, including
the downside scenarios modelled in the viability statement.
The Committee reviewed management’s assessment of
the going concern assumption and the viability statement.
The review included consideration of forecasted cash
flows aligned to the Group’s strategic plan, including
downside scenarios and reverse stress test scenarios,
to ensure there was appropriate liquidity and covenant
headroom. Consideration was given to the maturity profile
of the Group’s clubbed bank facilities, and the Committee
took time to understand and challenge, where necessary,
significant judgements and assumptions in the modelling,
the reverse stress test models and covenant and liquidity
headroom.
The Committee also evaluated management’s work in
conducting a robust assessment of the Group’s longer-term
viability, affirmed the reasonableness of the assumptions
and considered whether a viability period of three financial
years remained most appropriate considering the debt
maturity profile and the ability of the Group to refinance.
The Directors were able to confirm that it was appropriate to
prepare the financial statements on a going concern basis
and recommended the approval of the viability statement to
the Board. Further details can be found on page 82.
Fair, balanced and understandable
One of the key compliance requirements in relation to a
group’s annual report and accounts is that, taken as a whole,
they are fair, balanced and understandable.
The coordination and review of Group-wide contributions
to Rank’s Annual Report and Accounts follows a well-
established process, which is performed in parallel with
the formal process undertaken by the external auditor. A
summary of the process is as follows:
A qualified and appropriately experienced senior
management team lead the process, under the direction
of the CFO. The team primarily comprises the Group
Finance Director, Company Secretary, and the Director of
Investor Relations and ESG.
A comprehensive review and verification process assesses
the factual content of the Annual Report and Accounts and
ensures consistency across various sections.
A common understanding exists across the senior
management team which ensures consistency and overall
balance of the report.
A transparent process to ensure disclosure of all relevant
information to the external auditor.
A near-final draft of the report is reviewed by the
Committee.
Formal approval of the Annual Report and Accounts is
given by a committee of the Board.
Taking this approach enabled the Committee to recommend
to the Board, and then the Board itself, to confirm that the
Company’s 2024 Annual Report taken as a whole is fair,
balanced and understandable and provides the information
necessary for shareholders to assess the Company’s position
and performance, business model and strategy.
Internal control environment and risk
management framework
The Board has overall responsibility for the risk management
framework, as explained further on page 57. It delegates
responsibility for reviewing the effectiveness of the Group’s
systems of internal control to the Committee. This covers
all material controls including financial, operational and
compliance controls and risk management systems. During
the year, we received detailed reports from each of the three
lines of defence so as to enable us to maintain oversight and
discuss the risks and challenges to the Group. In particular,
the Committee reviewed the following:
Enterprise risk management
We considered the manner in which the risk management
framework has evolved and the overall appetite for risk. We
reviewed the risk management methodology and confirmed
that it continues to be appropriate. We also considered the
Group risk register in respect of both current and emerging
risks and challenged the Executive Directors on such risks
and their mitigating actions. The Group’s principal and
emerging risks are set out on pages 58 to 62. During the
period a review was undertaken by the Group’s Internal
Audit function of the Group’s Enterprise Risk Management
framework looking at the governance, risk methodology and
the operation of the Risk Committee. Overall, the outcome
of the review found that an effective framework was in
place for the above areas with some areas of improvement.
Additionally, as part of the preparation for the corporate code
requirements, activity is underway to perform risk assurance
mapping over the three lines of defence focusing on the
Group’s principal risks.
Legal and regulatory
Reflective of the regulatory environment in which Rank
operates, we continued to examine the effectiveness of the
Company’s framework of compliance controls. This included
internal audit reviews, reports on anti-money laundering
from the Nominated Officer, updates on material regulatory
matters from the Director of Compliance and Responsible
Gambling, taking account of summarised reports from
and guidance issued by regulators (including following
compliance assessments), and reviews of progress made
on areas requiring improvement. The Committee also
discussed the status of material litigation and regulatory
matters affecting the Company, including any financial
impact and/or disclosure requirements.
Health and safety
We considered during the year ongoing health and safety
projects for the venues’ estate. We also received reports from
the Group’s Head of Health and Safety on relevant data and
trends, monitoring programme outputs and any potential
regulatory matters, including reports made under the
Reporting of Injuries, Diseases and Dangerous Occurrences
Regulations 2013 (RIDDOR).
Information security, data privacy, cyber
resilience and disaster recovery
We considered during the year progress made in respect of
information security and data privacy controls. This included
a review of the specific key risk indicators for these areas
and updates on trends relating to data compliance further
to the Group’s monitoring programme. The Committee also
received updates on the Group’s approach to information
security and disaster recovery respectively from the Director
of IT Security and the Chief Information Officer. The
updates provided an overview of the Company’s critical
systems, areas of key risk (and mitigation, as appropriate)
and development roadmaps. The Committee also received
reports from the Data Protection Officer on relevant data and
trends, monitoring programme outputs, ongoing projects
and any potential regulatory matters.
Code of conduct and whistleblowing
We reconfirmed the ongoing appropriateness of the
Group-wide whistleblowing policy and procedure, which is
operated by an external third-party provider, Safecall. The
service provides a multilingual communication channel
and enables employees and other stakeholders to report in
confidence and, if they wish, anonymously, to Safecall, which
then submits reports to the allocated appropriate individual
within the business for investigation as necessary. Reports
received during the year were kept strictly confidential
and the concerns identified were referred to appropriate
managers within the Group for investigation and resolution.
We received an analysis of all reports submitted during the
year. The Company’s code of conduct is available on
www.rank.com.
Financial Controls Framework
We reviewed the progress made in strengthening the Rank
financial control environment, through the delivery of an
effective Group Financial Control Framework, which will
ensure Rank has appropriate controls over all aspects of
the Group financial statements. Progress is well underway
in this area and has focused first on the inherent high-risk
areas identified by our internal and external auditors. This
is a key step in being prepared for the expected Corporate
Governance reform that will emerge in the coming years.
Additionally, the Committee also reviewed supplementary
balance sheet assurance measures put in place to further
strengthen the control environment.
Internal audit
The Group’s Internal Audit function forms the primary
source of internal assurance to the Committee via the
delivery of the internal audit plan, which is structured to
align with the Group’s strategic priorities and key risks and
is developed by Internal Audit with input from management
and the Committee. Its role is to provide independent,
objective assurance and consulting services designed to
add and protect value by improving the Group’s operations.
Internal Audit assists the Group in accomplishing its
objectives by bringing a systematic, disciplined approach to
evaluate and improve the effectiveness of risk management,
control and governance processes. The Internal Audit
function is governed by its Group Internal Audit Charter
(‘GIAC’), which the Committee reviews annually to ensure it
remains appropriate for the function and organisation, and
that the function can discharge its responsibilities fully.
Each year, the Committee reviews and approves the internal
audit plan. The plan is kept under review, depending on
operational or other business requirements, with any
changes being discussed and agreed with the Committee.
The Director of Internal Audit submits reports on completed
audits to each Committee meeting.
The findings are discussed by the Committee, together
with any implications arising from such findings on the
broader control environment. Recommendations arising
from internal audit reviews are discussed and agreed with
the relevant business area for implementation of appropriate
corrective measures and the Committee monitors senior
management’s resolution of identified issues. During the
year, a number of control improvements in venues were
observed and the Committee challenged senior management
to ensure certain key changes were made to the control
environment.
Audit Committee Report
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Financial Statements
The work undertaken by Internal Audit during the year
included: a review of expenses and company credit card use
and practice; an assessment of strategic supplier governance
and assurance of HR concerning joiners, movers and leavers.
Several individual venue audits were also completed during
the period, focusing on regulatory and licencing compliance,
cash management and gaming controls. In addition to the
above, the internal audit team also assisted with ad hoc
controls improvement work that arose during the year.
During the last period an External Quality Assessment
was performed over the Group’s internal audit function.
The outcome of that assessment was that the function is
fit for purpose, and it is aligned to the requirements of the
standards of the Institute Internal Audit. Recommendations
raised from this review were tracked to completion during
this period by the Committee.
External Auditor
Ernst & Young LLP (‘EY’) has been the Company’s external
auditor since 2010. Following an audit tender process
conducted by the Committee in accordance with its
regulatory requirements which concluded in June 2019
(the process for which was detailed in the 2019 Annual
Report), EY’s re-appointment as the auditor of the Group
was approved by shareholders at the 2019 Annual General
Meeting (and at each subsequent Annual General Meeting).
There was a change of external audit partner in 2019
following completion of the 2018/19 external audit. There
were no contractual or similar obligations restricting the
Group’s choice of external auditor. During 2024, the Chief
Financial Officer and Audit Committee Chair, on behalf of
the Audit Committee, reviewed a shortlist of candidates
and interviewed potential audit partners from EY to assess
the best replacement for Annie Graham, Audit engagement
partner, who was retiring from auditing the Group. Three
candidates were interviewed and the outcome of this process
was that the Committee recommended to the Board that
James Harris be appointed as audit engagement partner to
take over from Annie Graham in August 2024.
EY is engaged to express an opinion on the financial
statements. It reviews the data contained in the financial
statements to the extent necessary to express its opinion.
It discusses with management the reporting of operational
results and the financial position of the Group and presents
findings to the Committee. The Directors in office at the date
of this report are not aware of any relevant information that
has not been made available to EY and each Director has
taken steps to be aware of all such information and to ensure
it is available to EY. EY’s audit report is published on pages
113 to 119.
In July 2023 the Financial Reporting Council (‘FRC’)
published its annual review of audit quality and EY was rated
as “good” or needing “limited improvements” in 80% of all
inspections carried out by the FRC.
In order to assess the independence and effectiveness of the
external auditor (including its objectivity, mindset and level
of professional scepticism), the Committee carried out an
assessment. This was facilitated by use of a questionnaire
which posed questions in relation to different aspects of the
external audit process, including the planning, execution
and quality of the audit. Feedback was sought from members
of the Committee and senior management of the business
areas subject to the audit. The feedback was considered,
discussed and summarised by management and reported
to the Committee and Board. The Committee Chair also
discussed the feedback with the external audit partner.
Having conducted such review, and reviewed overall
performance, we have concluded that EY has demonstrated
appropriate qualifications and expertise throughout the
period under review, and that the audit process was effective.
Non-audit services
The Committee oversees the nature and amount of any
non-audit work undertaken by the external auditor to
ensure that it remains independent. Consequently, we are
required to approve in advance all non-audit services, with
any non-audit services below such amount being within
the delegated authority of the Chief Financial Officer
(although in practice he would still notify these items to the
Committee). When seeking external accountancy advice in
relation to non-audit matters, the Group’s policy is to invite
competitive tenders where appropriate. It is also the Group’s
policy to balance the need to maintain audit independence
with the desirability of taking advice from the leading firm in
relation to the matter concerned and being efficient.
The total non-audit fees paid to EY during the period under
review was £190,000 (2023: £nil) (including interim fees).
Rank has used the services of other accounting firms for
non-audit work during the period under review.
Audit Committee Report
Committee evaluation
Audit Committee evaluation
During 2023/24, Rank’s evaluation exercise focused at
Board Committee level, facilitated externally by Lintstock
Limited. As part of the process, the review commented
on whether the Committee was operating effectively and
concluded that this was the the case, having received an
overall rating of high from the review.
There was said to have been a significant improvement in
the quality of the papers received over the past year and it
was felt that the Committee Chair and Chief Finance Officer
had done well to highlight the key topics for attention and
discussion in advance, so that the Committee focused on the
correct issues. Accordingly, the Committee, in its broad role
and remit, remains appropriate for the current needs of the
business.
Focus for 2024/25 review
It was agreed that the Committee’s focus for the year ahead
should be to:
1.
Induct the new audit partner from EY into the
organisation.
2.
Gain more exposure to the EY audit team.
3.
Dedicate more time to reviewing narrative reporting and
non-financial KPIs, including ESG.
4.
Spend more time focusing on risk management.
5.
Work with management to deliver the framework and
activities to ensure compliance with the revised Corporate
Code.
In concluding this report, I would like to recognise and
thank the senior management and finance team, the internal
audit team and our auditors, EY, for their commitment and
valuable contributions over the past 12 months.
I look forward to meeting shareholders at the forthcoming
Annual General Meeting when I will be happy to take
questions on this report and our work during the year.
Karen Whitworth
Chair of the Audit Committee
The Rank Group Plc
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Audit Committee Report
Area of focus
Matters discussed
15
Aug
2023
22
Nov
2023
30
Jan
2024
18
Jun
2024
Financial
reporting
Reviewed the integrity of all draft financial statements (including narrative).
Reviewed accounting developments and their impacts and significant accounting
issues.
Reviewed and recommended approval of interim and preliminary results
announcements.
Reviewed Group accounting policies and reporting practices.
Considered approval process for confirming and recommending to the Board that
the 2024 Annual Report is fair, balanced and understandable.
Reviewed and recommended approval of the 2024 Annual Report, as required by
the Board.
Reviewed appropriateness of accounting policies and going concern assumptions.
Reviewed and recommended inclusion of the viability and going concern
statements in the Annual Report.
Reviewed TCFD disclosures and compliance with ESEF/XBRL requirements.
Reviewed Director and officer expenses.
Internal
audit
Monitored the effectiveness of the internal audit function.
Reviewed major audit findings and approved remediation plans.
Reviewed the 2023/24 annual audit plan.
Reviewed the scope of audit coverage and approved planned work for 2024/25.
External
audit
Considered the external auditor’s reports and views.
Reviewed the objectivity, independence and expertise of the external auditor.
Considered the Auditor’s Report on the 2022/23 annual results.
Assessed the effectiveness of the 2022/23 external audit.
Reviewed and approved the 2023/24 annual external audit plan and fee proposal.
Considered the initial results of the 2023/24 external audit.
Reviewed audit and non-audit fees incurred during 2023/24.
Area of focus
Matters discussed
15
Aug
2023
22
Nov
2023
30
Jan
2024
18
Jun
2024
Risk and
internal
control
Reviewed risk management reports and Risk Committee updates.
Reviewed and assessed the corporate risk register (including emerging risks).
Reviewed and monitored developments in relation to health and safety, information
security and data protection.
Reviewed anti-money-laundering matters and matters relating to source of funds
and enhanced due diligence.
Reviewed the risk management framework across the Group and the internal
governance structure (further detail on Rank’s approach to the management of risk,
its principal risks and uncertainties and the controls in place to mitigate them can
be found on pages 80 to 87).
Governance
and other
Received corporate governance updates.
Considered and approved tax strategy and reviewed tax matters.
Met privately with the Director of Internal Audit and the external auditors.
Reviewed notifications made under the Group-wide whistleblowing policy and
procedure, ensuring that appropriate actions were taken following investigation of
notifications, and reviewed notifications made in relation to the code of conduct,
acknowledging the ongoing need for a review of the same.
Considered material litigation and regulatory matters.
Reviewed the Committee’s terms of reference and confirmed adherence during
2023/24.
Reviewed feedback and recommendations following Committee evaluation.
Reviewed internal financial controls.
Summary of activities
84
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Group Overview
Strategic Report
Governance
Financial Statements
“The Committee is focused on
embedding ESG and safer gambling
across the business and supporting
the long-term success and
sustainability of Rank in the interests
of all Rank’s stakeholders.”
Katie McAlister
Chair of the ESG & Safer Gambling Committee
Dear Shareholders,
I am pleased to provide a summary of the work
undertaken by the Committee over the past 12 months
and present the evolution of our ESG strategy, progress
against our objectives and detail on our plan to reach
net zero by 2050.
The Group is committed to ensuring the sustainability
of its operations and continues to build a more resilient
and responsible business. How we identify and consider
ESG risk and opportunity is critical to the success of our
business and meeting our stakeholders’ expectations for
transparency and disclosure.
I was pleased with the good progress made during the
year following the publication of our 2023 Sustainability
Report in September 2023, alongside the 2023 Annual
Report and Accounts. This provided the foundations to
accelerate Rank’s ESG strategy during 2023/24 and I
am delighted to publish our 2024 Sustainability Report
alongside this report and made available on Rank’s
website, www.rank.com.
Key activities
In 2022, the Committee determined that it would
provide rigour, support and challenge to the business
as it developed and implemented its new ESG strategy.
During 2023/24, we continued to embed and strengthen
our ESG focus into each of the business areas, drawing
on the outcomes of the single materiality assessment
(covering all ESG impacts to the organisation) carried
out in 2022.
The business also began preparations for being
compliant under the Corporate Sustainability Reporting
Directive (’CSRD’) of the European Union (given
its operations in Spain and Malta) and this year has
carried out double materiality assessment workshops
(considering both the effects the Group has on the
climate and the environment and the potential impacts
of the same on its own financial performance).
It has been assisted by Buchanan Communications and
EY in assessing, evidencing and reporting on such risks
(leveraging the Group’s corporate risk register) as it
seeks to identify, prioritise and validate material issues
that affect both risks and opportunities. The workshops
will determine the CSRD disclosures applicable to
the Group and will satisfy both EU regulations and
impending UK legislation.
The Committee Chair liaises regularly with the Chair
of the Remuneration Committee on related aspects,
including equality, diversity and remuneration
incentives for ESG, including safer gambling and
compliance. All the members of the ESG-SG Committee
are also members of the Remuneration Committee.
Agendas from the ESG-SG Committee take into account
work and oversight by other committees and vice versa
to avoid any unnecessary overlap and collectively
the Board assesses the terms of reference of each
Committee.
The Committee is also presented with updates with
regards to communities at each Committee meeting,
where community work is presented and reviewed.
Updates include an active drive to recruit from local
communities and supporting colleagues with the
ability to give back in charitable means to their local
communities.
ESG and Safer Gambling Committee Report
Key activities during
the year
Monitored and challenged
the business in respect
of progress against
measures published in the
Sustainability Report 2023,
which was approved in
August 2023.
Considered feedback
from stakeholders of the
Sustainability Report 2023.
Oversaw the continued
development and
implementation of the
governance structure in
support of the strategy,
including establishing key
performance indicators
to measure meaningful
progress.
Began a review of the
impact of the double
materiality assessment.
Discussed and further
developed management’s
approach to Task Force on
Climate-related Disclosures
(‘TCFD’) reporting framework.
Considered the progress
being made towards the
Group’s net zero target
commitment to reach
Scope 1, 2 and 3 greenhouse
gas emissions in full by
2050.This included the use
of external consultants
Consultus for benchmarking
against other comparators
and comparable FTSE
companies.
Received updates on the
Rank Planet initiative to
drive a change in mindset
and behaviours on
environmental aspects.
Received updates from the
business on the Gambling
Commission’s assessments
and considered any
pertinent observations and
recommendations.
Oversaw the processes and
controls for the approval
of the 2023 assurance
statements that were
provided to the Gambling
Commission.
Reviewed and monitored
delivery of safer gambling
initiatives in each area of the
business including the safer
gambling roadmap.
Considered the outcomes
of the UK Government’s
publication of its White Paper
on gambling legislative
reforms as well as key
regulatory changes for
Spain.
Discussed Rank’s
contribution to
developments across
the industry, including
consultation responses,
working with trade
associations and discussions
with Government’s review of
gambling legislation.
Receiving deep dives from
the MD’s of each of the
different business units
on their respective ESGSG
strategies, actions and
progress against plans.
Considered the cultures of
the overall business and
respective business units
in assessing how culture
is developing and driving
growth in the business.
Committee
membership and
meeting attendance
For Committee membership
and attendance please see
Attendance at Board and
Committee Meetings table
on page 70.
Role and
responsibilities
The Committee is
responsible for assisting the
Company in the formulation
and monitoring of its ESG
strategy. The Committee
also has a particular focus
on the Company’s approach
to safer gambling. Its
responsibilities include:
Approving the Company’s
ESG and safer gambling
strategy.
Reviewing the Company’s
performance against the
strategy, the effectiveness
of the strategy and the
governance in place to
ensure successful delivery.
Reviewing the effectiveness
of Rank’s systems for
identifying and interacting
with customers who are at
risk of becoming problem
gamblers.
Reviewing the results of
research projects.
Reviewing how the strategy
is received and regarded by
the Company’s stakeholders
and other interested parties.
Approving all ESG reporting.
Approving the appointment
of any external third party for
assurance testing in relation
to work undertaken in
connection with the strategy.
The formal terms of reference of the Committee are available at
www.rank.com or by written request to the Company Secretary who
acts as secretary to the Committee. The terms of reference were
reviewed by the Board on 14 August 2024.
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85
During 2023/24, the Committee also began to report
against eight baseline key performance indicators
(‘KPIs’) across the four key ESG focus areas that
underpin the strategy as follows:
1 Customer experience
Providing a safe, secure environment and personal
experience, creating and maintaining good gambling
behaviours and protecting vulnerable customers.
KPIs
Customer Net Promoter Scores
Customer responses to safer gambling questions
Employee responses to safer gambling questions
Percentage of UK digital customers using safer
gambling tools.
2 Colleague experience
Creating a fair, inclusive and inspiring working
environment which educates our people to enable and
encourage positive gaming behaviours.
KPIs
Employee Net Promoter Score
Percentage of women in senior leadership team.
3 Environmental management
Ensuring that our operations minimise any negative
impacts that Rank may have on the environment
and reducing our carbon greenhouse gas emissions
wherever possible.
KPIs
Total carbon emissions.
4 Community engagement
Providing an essential social outlet for customers,
generating lasting community spirit, driving community
action and developing a genuine social legacy.
KPIs
Total charitable contributions.
Each focus area primary KPIs are shown above.
ESG initiatives
The Committee received business updates during
the year to assess how the Group’s ESG objectives
aligned with the corporate and strategic objectives, see
pages 15 to 18 for more information on the Group’s
strategic intents. The Committee is comfortable that
Rank is progressing its development of ESG initiatives
in support of the corporate strategy, and that this will
enable the business to be managed in a sustainable
and responsible way. The Committee expects continued
development in each of the business areas and to drive
ESG considerations across all business decision-making.
Working with each of the business managing directors,
the Committee has sought to further encourage ESG
considerations across internal reporting. Such
focus
has embedded the necessity for each business area
to ensure ESG alignment
with the corporate strategic
objectives and drive the effective delivery of the strategy
and of initiatives that underpin it. Please see pages 21
to 28.
Customers, colleagues, environment and
communities
During the year the business ensured that the set four
focus areas (Customers, Colleagues, Environment and
Communities) were measurable and challenged the
business to determine the appropriate KPIs. Reporting
progress against eight principle KPIs to the Committee
provided a greater understanding of the Company’s
ability to track and evaluate progress and allowed
Board-level oversight of performance against strategy,
in line with global best practice.The KPIs continue
to be reviewed and assessed for appropriateness
and relevance. See page 18 for more as well as the
Sustainability Report 2024 which can be found at www.
rank.com.
In terms of developments in diversity and leadership,
more can be seen on page 76.
See page 75 and 92 for more information on insights
into Rank’s culture and colleague engagement in
the year. The charitable work in all of Rank’s areas of
business for its local communities, across all of Rank’s
jurisdictional locations was also positive to see, with
strong partnerships, making important differences to
Rank’s local communities, see page 52 for more on this.
Net zero
The Committee oversaw executive management’s
carbon management work through the Net Zero Working
Group (‘NZWG’) and the progress made to develop its
reporting framework in line with the Task Force on
Climate-related Financial Disclosures (‘TCFD’). See
page 44 to 51 for more information.
The Committee considered the recommendations made
to set the business on a net zero pathway, which set
out a measured approach, and the establishment of an
interim greenhouse gas emissions reduction target to
be achieved by 2035, alongside the longer-term target of
achieving net zero by 2050.
Electrification of gas supplies was analysed in 2024 and
a budget for this has been built into the plan for net zero
by 2050.
Also during the year, eleven net zero site audits
were undertaken and venue-specific environmental
recommendations are being considered for budget
purposes and for actioning. The remaining audits of the
other 87 sites will occur in 2024/25. As part of this, work
is ongoing to assess the feasibility of installing solar
panels on the sites.
To assist in the development of the net zero plan there is
ongoing recruitment of an environmental manager. The
plan for net zero for Spain was being progressed with
finalisation of the decarbonisation plan for Scope 1 and
2 greenhouse gas emissions and completion of a Scope
3 baseline exercise.
LED lighting was progressed across the Grosvenor
estate and was completed in May 2024.The analysis
of energy use data was assisted by Cloud FM, our
third-party facilities management partner. The
new technology will greatly assist in identifying
and clarifying further opportunities for improved
management of energy consumption. A new waste and
water management agreement with Biffa had been
entered into which included a target saving of 50%.
Additionally, work is being undertaken on monitoring
of heating and air conditioning use through certain
tools being made available to managers of business
units to reduce manual override. Training on the same
is being provided to help manage this usage in order
to transition to more economic and efficient energy
management.
The Group missed its emission reduction target in the
year due to higher-than-expected employee travel and
an adverse move in emission factors.
TCFD
The Committee has worked alongside the Audit
Committee in determining the TCFD-aligned
disclosures set out in this Annual Report, along with
the Remuneration Committee to link sustainability
performance to executive remuneration that further
embeds the imperative of responsible operating
practices into Rank’s core culture.
“Rank’s contributions to the
Government’s review have also
extended to shaping responses from
the Casino Chapter within the Betting
and Gaming
Council (BGC), the BGC
itself and also the Bingo Association,
both of which are important voices in
respect of regulatory change.”
Katie McAlister
Chair of the ESG & Safer Gambling Committee
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Strategic Report
Governance
Financial Statements
ESG and Safer Gambling Committee Report
Safer gambling initiatives
Safer gambling remains the Group’s primary focus
area and a core pillar of Rank’s strategic objectives.
The Committee has ensured the importance of safer
gambling within Rank’s wider ESG framework and we
are comfortable that there is a strong focus on this area.
During the year, the Committee welcomed reports
from the Managing Directors of each business area
to provide updates on safer gambling initiatives.
These initiatives take a “customer-first” approach to
enhancing existing player protection measures, as the
Group continues to evolve its user journeys and deliver
targeted improvements for those players who need our
support. The Committee has considered new initiatives
presented by management as well as those introduced
further to the Company’s own monitoring work or as
required by our regulators.
We have also considered changes resulting from new
regulatory requirements and industry commitments.
The Committee received reports on the developments
being made to strengthen a safer gambling culture
throughout the Group and analysed the same. The
work being undertaken is to ensure that the business
continues to instil a consistent approach to the
processes and behaviours our colleagues employ to
achieve Rank’s purpose and to deliver exciting and
entertaining experiences within a safe environment.
To best equip our colleagues with the skills and
understanding to recognise players that are at risk
of problem gambling, we have conducted extensive
employee training. Every employee must complete
mandatory safer gambling training on an annual basis,
with progress and training completion rates monitored
through our online training platform. Additional training
is provided as required or according to a particular
role’s needs.
We have also engaged GamCare to provide bespoke
safer gambling training on an ongoing basis to
all customer-facing colleagues. In June, GamCare
presented to the Board on progress to date and ongoing
work to enhance the training being provided. This
included Gamtest – GamCare’s online self-assessment
tool, developing awareness of indicators of potential
harm and signposting and support to anyone affected
by gambling-related harm. Support is provided through
chatrooms, a helpline, a forum and various other
resources which range from self-help tools to individual
face-to-face meetings.
During the year, Grosvenor was assessed by GamCare
against their Safer Gambling Standard. As a result, we
are pleased to report that all our UK-facing businesses
have achieved an Advanced Level 2 “Gold” safer
gambling standard accreditation from GamCare,
indicating that these businesses have adopted, or are
in the process of adopting, a range of safer gambling
measures that go beyond the social responsibility
provisions of its gambling operating licence. It was
also pleasing to see this year’s successful regulatory
compliance assessments, and management’s positive
response to these assessments with changes made in
the year to policies and practices to better protect our
customers.
The Committee noted that Grosvenor was changing its
approach and thresholds for the customer relationship
and for high level play. A risk app had been introduced
to deliver a more efficient and intuitive process for
risk management as this allowed for more informed
and tailored interactions on the gambling floor. CRM
technology is also being harnessed to improve the
customer experience and to make the gambling
experience safer. Investment is being made to improve
front end customer interactions, to tailor messaging
and to provide data to customers on their own player
performance (play of product, events and time spent).
This will build the personalisation offering through
customer data and help the business manage customer
risks more effectively using real-time data on a CRM tool
which provides improved KPI dashboards to measure
key metrics and trends.
Additionally, Hawkeye technology, which identifies
players that are potentially at risk of problem online
gambling behaviour, is being implemented to help
management identify possible at-risk individuals. This
will allow for sensitive and empathetic early intervention
and tailored conversations to help mitigate risk. The
Board visited our Sheffield office to review the Hawkeye
technology earlier this year.
For more information please see page 40.
The business is also raising the safer gambling profile
and features with customers through marketing
campaigns focusing on safer gambling and self-help
measures allowing them to take control to better
manage their own risk profile.
The business was focused on the Gambling Act
review changes in respect to new slot staking limits,
affordability measures and the frictionless customer
journey and improving direct marketing preference
controls. The Committee received several updates on
the same throughout the year on how this would impact
the business and customers and was able to assess and
challenge the management response to the opportunity
and risk it presented.
Safer gambling horizon scanning and industry
collaboration
The Committee regards safer gambling as a high
priority topic of the Company’s stakeholders and an
important part of its work is to consider their views on
the Company’s approach. The Committee recognises
that the Company cannot simply look at the initiatives
it has in-train as a reaction to regulation, but must also
proactively consider customer, regulator, colleague,
shareholder, political and wider public sentiment in its
plans. The Committee receives regular reports from the
Director of Public Affairs to ensure that it remains up to
date on external sentiment, influences, developments
and political change. It challenges the business to
ensure that it considers such views in all projects and
initiatives across all workstreams.
During the year, the Director of Public Affairs presented
regular updates to the Committee on Rank’s ongoing
contribution to the Government’s review of gambling
legislation in the UK. Following the long-awaited
publication of the Government’s White Paper on
gambling legislative reforms in late April 2024, he kept
the Committee informed of the consultation process as
regulators consider the implementation of the legislative
reforms (see the Chief Executive’s summary for more
information on page 13). The Committee will continue to
consider stakeholder views and those of the industry and
media during this next phase of consultation and any
legislative developments.
Rank’s contributions to the Government’s review have
also extended to shaping responses from the Casino
Chapter within the Betting and Gaming Council (‘BGC’),
the BGC itself and also the Bingo Association, both of
which are important voices in respect of regulatory
change. We continue to have representation on the
Bingo Association and BGC’s committees and their
working groups, including all those specific to land-
based gaming. We recognise the importance of our
contributions aligning with our industry peers and,
where appropriate, we are working hard to ensure that
Rank’s proposals and arguments are in tune with our
peers and operators.
ESG and Safer Gambling Committee Report
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Annual Report 2024
Group Overview
Strategic Report
Governance
Financial Statements
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Research, Prevention and Treatment (RPT)
Rank upheld its commitment to RPT (Research,
Prevention and Treatment) contributions during
the year, maintaining the rate of previous years. In
accordance with Gambling Commission parameters,
Rank funded the research team at the University of
Liverpool; funded the YGAM educational programme
for a fifth consecutive year; and made a direct payment
towards GamCare for its ongoing work in treatment
of gambling-related harm. Notwithstanding political
change at the time of writing, the Committee is aware of
the White Paper’s planned policy reforms in terms of a
statutory levy and will continue to monitor the impacts
of any change in funding requirements.
Climate change, net zero planning and Task
Force on Climate-related Financial Disclosures
There has been increasing interest from the investment
community on how climate change will impact
companies. We recognise that there are both internal
and external expectations on us to establish a clear
greenhouse gas emissions reduction strategy in line
with international climate change targets and we are
working with consultant partners in order to set Rank on
a credible carbon net zero pathway. More detail on this
is set out in the 2024 Sustainability Report.
The Committee is also cognisant of the new
requirements under Listing Rule 9.8.6R, which the
Group is required to adopt this year, to include a
statement in this Annual Report setting out whether our
climate-related financial disclosures are consistent with
the recommendations of the TCFD. Our disclosures can
be found on page 44 to 51. The Committee has worked
alongside the Audit Committee to ensure the integrity of
the Committee’s climate-related risk process, as well as
reviewing the recognition, measurement, presentation
and disclosure of climate-related matters (including
impact on the Group).
ESG & Safer Gambling Committee evaluation
It is incumbent on the Board, to ensure that a formal and
rigorous review of the effectiveness of the Committee
is conducted each year. This year, Rank’s evaluation
exercise focused at Board Committee level, facilitated
externally by Lintstock Limited. As part of the process,
commentary included whether the Committee was
operating effectively. I am pleased to report the
Committee was rated highly overall and that whilst
work continues the Committee was seen to be in a good
position on safer gambling, which was said to be the
Group’s key risk. Training for the Committee occurred
which included a review of Hawkeye technology and
engagement with GamCare, and the Committee was also
updated on where the regulator was with regards to best
practice and additional rules.
The Committee’s progress against last year’s actions and
focus for the year ahead are set out below.
The Committee approved eight baseline KPIs across the
four key priorities (as set out above) which underpin the
strategy. Also approved were four KPIs for remuneration
target measures – see the Remuneration Report for
details on how this was implemented in the year on page
90.
Focus areas for 2023/24
There were no particular outcomes for the Committee
evaluation and accordingly the Committee concluded
the focus for the year should continue to keep
management accountable for all areas of ESG and
ensure Remuneration and Audit Committee KPIs
aligned.
Progress made during 2023/24
The Committee continued to:
1. Maintain its focus on ESG reporting on the four
focused areas of customer experience, colleague
experience, environmental management and
community engagement.
2. Evolve and measure management’s delivery of ESG
initiatives under the four KPIs.
3. Assess and monitor the development of the net zero
plan.
Focus areas for 2024/25
1.
Ongoing evolution around ESG planning, targeting,
measurement and reporting was seen to be required
with progress on refining KPIs and monitoring player
protection KPIs being key priorities.
2. A broad review of current market practices and
considerations on safer gambling is to be undertaken
to assist on industry understanding.
3. The Committee is to be supported with additional
training on environmental considerations in order to
obtain a clearer focus.
4. Double materiality is to be considered and the
Committee is to be supported to understand fully the
implications for the Group.
In conclusion
Rank recognises the importance of continuing to strengthen
ESG across all Rank’s operations and to ensure a sustainable
and resilient business which operates in the interests of
all our stakeholders. By working closely with our Board
colleagues and all of Rank’s Committees, the Committee
is looking to thread ESG into all areas of the business. The
increased clarity to measure progress through the KPI
measures will be critical to aid the Committee in ensuring
Rank remains aligned to its strategy and one that protects
shareholder value, creates opportunities for growth and
innovation and sets Rank’s long-term success.
We remain committed to providing a safe gambling
environment for customers to enjoy the services that
we offer. We aim to work constructively with regulators,
particularly in light of the White
Paper, to ensure ongoing
compliance with regulatory requirements and our
alignment with our industry peers and continue to develop
a collaborative approach to safer gambling matters such
as improving the identification of vulnerable customers. As
Rank continues to focus and strengthen its cultural values
throughout the organisation this will ensure that safer
gambling underpins all aspects of our decision-making.
On behalf of the Committee, I look forward to reporting on
the further progress and continued development that will
be made over the forthcoming year that will support our
ESG strategy and agenda. I will be happy to an answer any
questions on this report at the forthcoming Annual General
Meeting.
Katie McAlister
Chair of the ESG & Safer Gambling Committee
Mecca, Luton
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Group Overview
Strategic Report
Governance
Financial Statements
ESG and Safer Gambling Committee Report
Finance and Disclosure Committee Report
Dear Shareholders,
During the year, the Committee continued to provide
an important level of oversight for material contracts
and business projects, estate management and other
approvals in accordance with its delegated level of
authority, considering all critical issues ahead of their
presentation to the Board.
Estate management and capital investment
During the year under review, the Committee focused
on supporting executive proposals relating to estate
management including lease renewals as well as difficult but
necessary decisions made on club and office closures, in
line with the Group’s strategic plan.
Capital investment and material contracts
The Committee discussed and considered key agreements
and investment proposals, cognisant of the need to ensure
alignment with the Group’s strategic plans. Approved capital
investments in the year and sought to leverage against
investments already made, such as the proprietary digital
platform, to drive growth.
Finance Committee evaluation
It is incumbent on the Board to ensure that a formal and
rigorous review of the effectiveness of the Committee is
conducted each year.
This year, Rank’s evaluation exercise focused on the Board
committee level, facilitated externally by Lintstock Limited
(further details of which can be found on page 78). As part
of the process a bespoke questionnaire focusing on the
effectiveness of the Committee was produced and circulated.
Individual responses received were analysed and collated
and collectively provided evidence of whether the Committee
was operating effectively. It was concluded the Committee
is performing effectively, allows for early consideration and
valued groundwork on matters ahead of Board discussions.
The Committee’s progress against last year’s actions are set
out below.
Progress on 2022/23 agreed focus areas during
the year
Agreed action
To continue to evaluate its role over the course of the year to
ensure that its place within the Group’s governance structure
remains appropriate and effective.
Progress made during 2023/24
The Committee continues to enable early discussion
of key business proposals and, as a result, was able to
make informed recommendations to the Board for further
discussion and decision-making. By taking this approach,
the Committee demonstrated a proactive approach in
handling business matters and ensured the Board had well-
considered proposals.
Focus areas for 2024/25
Whilst there were no material changes identified for the
Committee to focus on, it should continue to evaluate
its role and relevance in the governance structure. The
Committee shall also invite the Audit Committee Chair to
attend disclosure-related meetings covering disclosure
matters and quarterly reporting to the market. Accordingly,
the Committee is renamed the Finance and Disclosure
Committee.
Alex Thursby
Chair of the Finance and Disclosure Committee
“A key focus for the Committee has
been the successful refinancing,
alongside providing oversight for
material projects, estate management
and other financial approvals.”
Alex Thursby
Chair of the Finance and Disclosure Committee
Committee
membership and
meeting attendance
For Committee membership
and attendance please see
Attendance at Board and
Committee Meetings table
on page 73.
Role and
responsibilities
The Finance Committee is
authorised by the Board to
approve capital expenditure,
make financing decisions
and approve contractual
commitments for the Group
up to authorised limits. It also
approves all of the Group’s
insurance cover and reviews
Non-Executive Director
fees. The Committee acts
as the Board’s Disclosure
Committee for the purposes
of the Market Abuse
Regulation, which came
into force on 3 July 2016 and
considers the materiality of
information and determines
disclosure obligations on
a timely basis of all such
information to regulatory
authorities including the
London Stock Exchange.
Key activities during
the year
Approved regulatory news
statements (on authority
delegated from the Board).
Reviewed matters relating
to key contracts and spend
proposals for projects such
as gaming machine rental
agreements and new
contracts for the provision
of alcoholic beverages and
soft drinks.
Reviewed and approved
refurbishment plans
for Grosvenor Casino in
Leicester, alongside other
refurbishment schemes.
Reviewed and approved
proposals for the Group’s
insurance renewals.
Reviewed Non-Executive
Director fees and, following
careful consideration,
recommended market-
rate increases. See the
Remuneration report on
page 97 and 102 for more
information.
Reviewed the Committee’s
terms of reference.
Provided oversight
of subsidiary board
composition, reviewed
directorships and ensured
compliance requirements
for board composition were
met locally.
Mecca Forge, Glasgow
Grosvenor, Leicester
The formal terms of reference of the Committee are available at
www.rank.com or by written request to the Company Secretary who
acts as secretary to the Committee. The terms of reference were
reviewed by the Board on 14 August 2024.
The Rank Group Plc
Annual Report 2024
Group Overview
Strategic Report
Governance
Financial Statements
89
“The Committee’s decision-making
on remuneration outcomes has
been shaped by the overall financial
performance and the delivery
of our Environmental, Social
and Governance strategy over
the financial year.”
Lucinda Charles-Jones
Chair of the Remuneration Committee
Committee
membership and
meeting attendance
For Committee membership
and attendance please see
Attendance at Board and
Committee Meetings table
on pages 73.
Role and
responsibilities
The role of the Committee
is primarily to assist
the Board in setting the
remuneration packages for
the Company’s Executive
Directors and other Executive
Committee members. Its key
responsibilities are to:
Set the Remuneration Policy.
Ensure that the
Remuneration Policy
operates to align the
interests of management
with those of shareholders.
Within the terms of the
Remuneration Policy
(as applicable) and in
consultation with the Chair
and/or Chief Executive as
appropriate, determine the
total individual remuneration
package of each Executive
Director and other Executive
Committee members.
Approve the design of,
and determine targets for,
any performance-related
pay and share incentive
schemes for approval by the
Board and shareholders (as
appropriate) and the total
annual payments made
under such schemes.
Review pay and conditions
across the Group and the
alignment of incentives and
rewards with culture.
Key activities during
the year
Determined operation of the
2023/24 annual bonus and
LTIP award.
Confirmed the vesting of the
LTIP award issued in 2021.
Continued to keep the wider
workforce remuneration
arrangements under review.
Embedded the four ESG
KPI measures to continue
alignment of ESG with
remuneration.
Reviewed, engaged with
major shareholders, and
finalised the Executive
Remuneration policy for
shareholder approval at the
2024 AGM.
Performed a market
review and appointed new
Remuneration Committee
advisors.
Dear Shareholders,
On behalf of the Board, I am pleased to present Rank’s
Remuneration Committee Report for the year ended 30
June 2024. The Report has been prepared in accordance
with the large- and medium-sized Companies and
Groups (Accounts and Reports) (Amendment)
Regulations 2013 (as amended) (the ‘2013 Regulations’).
It comprises my annual statement, our proposed new
Directors’ Remuneration Policy (‘Policy’), and our
Annual Report on Remuneration (which is presented
in line with the Policy). The Policy will be subject to a
binding shareholder vote at the 2024 Annual General
Meeting, while the Annual Report on Remuneration will
be subject to an advisory vote.
Remuneration Policy review
Our Policy was last approved by shareholders at our
2021 AGM. Ahead of renewal this year, the Committee
has performed a full review of the Policy to ensure
that it remains fit for purpose, future looking and is
appropriate to support our high-performance culture
and continue to drive Rank’s business strategy and
growth over the next three years and beyond.
At our Capital Markets day in November 2023 we also
set out to the market a clear business strategy with
the specific strategic intent to provide an attractive
investment opportunity that delivers sustainable long-
term growth in both earnings and cash generation.
Our ambition will be delivered through several key
building blocks – Grosvenor recovery and growth;
Digital growth; cash maximisation in bingo. These will
all be underpinned by a focus on, and an investment
in, Technology and Data, our commitment to Safer
Gambling, and building on our People and Culture
experience in support of bringing our purpose to
life, which is to deliver exciting and entertaining
experiences in safe, sustainable and rewarding
environments.
Our policy review has been informed by our strategy
with the Committee seeking to ensure that the new
Policy and its implementation continues to support and
incentivise the successful delivery of our key financial
and non-financial success metrics. The final policy
position was supplemented with the insights gathered
from the consultation with our larger shareholders and
engagement with the proxy advisory firms, and the
Committee are appreciative of our shareholders and
the proxy advisory firms engagement on the topic.
The findings of this work support the view that our
current Policy remains largely appropriate and as
such we are not proposing significant changes to the
underlying remuneration framework at Rank. We did
find that some modest changes to certain aspects of our
framework are necessary, including how we implement
the Policy in practice. Improvements to the framework
and how we implement the Policy across Rank will
enable us to:
Simplify the current framework, recognising that it
is overly complicated in places with overlap between
elements;
Rebuild trust and credibility in the framework, being
mindful that we have invested significantly in senior
talent in recent years and the incentive framework
should be appropriate to motivate and retain this
team; and
Ensure continued emphasis on key short-term
financial and targeted strategic objectives, delivery of
which will lead to sustainable, long-term growth.
On the following pages, I have set out the proposed
changes.
Remuneration Committee Report
Grosvenor, Luton
The formal terms of reference of the Committee are available at
www.rank.com or by written request to the Company Secretary, who
acts as secretary to the Committee.
90
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Annual Report 2024
Group Overview
Strategic Report
Governance
Financial Statements
1.
Transfer a modest amount of incentive
opportunity from the LTIP to the annual bonus
(which is a policy change)
The intention of this change is threefold. It will allow
the Committee to increase the focus on key short-term
goals, delivery of which will lay the building blocks for
Rank’s long-term success; allow the Committee to set
stretching, yet realistic, targets, to ensure continued pay
for performance alignment; and provide greater line of
sight to reward.
As a result, the Chief Executive Officer’s maximum
incentive opportunity will move from 150% annual
bonus and 200% LTIP to 175% on each, while the Chief
Financial Officer’s maximum incentive opportunity will
move from 120% annual bonus and 150% LTIP to 135%
on each. The deferral framework will remain unchanged,
with any bonus above a set threshold being deferred
into shares for two years. As such, the proportion of
bonus deferred into shares at maximum payout will
increase.
2. Refine the LTIP performance metrics (which
is a change in the implementation of the
policy)
The review also highlighted that the current LTIP
construct is overly complicated with multiple
overlapping metrics. Rank’s long-term focus is on
delivering sustainable earnings growth, and the current
LTIP metrics do not align with this in a manner which
is simple and transparent. As such, the metrics will
be revised to increase the focus on EPS performance,
streamlining the metrics from five to two (EPS and TSR).
This provides closer alignment with typical practice in
our peers and the broader UK market, and will allow
the Committee to prioritise setting, communicating
and rewarding for delivery of clear targets. To provide
additional comfort around removal of the strategic
elements metrics, in reviewing vesting outcomes the
Committee will determine whether there has been
satisfactory strategic progress to justify the payout.
While not a change in policy, this is an update to the
implementation of the policy in order to better support
delivery of Rank’s business plan.
3. Additional headroom on incentive
opportunity (for exceptional circumstances,
and which is a policy change)
The Committee recognises that competition for talent
in our sector is challenging with many companies
offering higher incentive opportunities. With this in
mind, the Committee felt that it was important to build
in appropriate flexibility during this Policy review to
ensure that it is future-proofed for the next three years.
To this end, the Policy provides for an additional
incentive opportunity of 50% of salary (which can be
used under either the annual bonus or LTIP), to be used
in exceptional circumstances only. This may include,
for example, recruitment, retention, or a fundamental
change in the size and complexity of the business. I
would emphasise that we are not proposing an increase
in the current remuneration package for our existing
executive directors. The Committee would provide full
rationale for any use of the exceptional limit in the
following year’s DRR.
The Committee considers that the changes being
proposed are necessary and appropriate to simplify,
rebalance and future-proof the remuneration framework
at Rank for the near term. Following consultation and
engagement with shareholders and the proxy advisory
firms, there is broad support for the proposals.
The revised policy, and associated changes to the LTIP
plan rules to bring it into line with the Remuneration
policy, are presented for shareholder approval in the
upcoming AGM notices.
2024/25 Annual Bonus
As set out above, and subject to approval of the new
Policy, the maximum bonus opportunity for the Chief
Executive Officer for 2024/25 will be 175% of salary, and
135% of salary for the Chief Financial Officer.
The metrics will remain unchanged from 2023/24, with
75% based on adjusted earnings before interest and tax,
10% based on net gaming revenue, and the remaining
15% based on a combination of quantitative ESG
metrics. The Committee considers that this balance is
appropriate to drive short-term delivery across our key
financial and non-financial success factors.
Recognising the importance for our business and
investors, a Safer Gambling underpin will continue to
apply for the entirety of the annual bonus.
2024 Long Term Incentive Plan (‘LTIP’)
It is intended that a 2024 LTIP award will be made to
Executive Directors at a maximum opportunity of 175%
of salary for the Chief Executive Officer and 135%
of salary for the Chief Financial Officer (subject to
shareholder approval of the new Policy).
Awards will be subject to performance over three
years against relative total shareholder return (‘TSR’)
and underlying earnings per share (‘EPS’) metrics.
Relative TSR will be weighted 40%, half each against
a comparator peer group and the FTSE 250 index
(excluding investment trusts), while underlying EPS will
be weighted 60%. Further details can be found on page
108.
It should be noted that the FY24/25 incentives targets
(bonus and LTIP) do not account for the impact of the
Gambling Act Review (‘GAR’) and will be reviewed
should GAR come into force.
Overview of 2023/24
Business performance was much improved in
2023/24, with all business units delivering like-for-
like revenue and operating profit growth. The Group’s
LFL underlying operating profit of £46.5m was in line
with budget expectations, the market consensus at the
start of the year and up significantly on the prior year.
This improved profit position was driven by increased
like-for-like revenue, which was up across the Group.
Although energy costs were materially down year-on-
year, this was more than offset by higher employment
costs.
Within venues, Mecca returned to profitability for the
first time in a number of years, driven by LFL growth
and the rationalisation of the estate, which is now
largely complete. The Grosvenor business delivered
revenue growth and a significant improvement in
operating profit. The Enracha business in Spain
continues to deliver strong revenue and profit
performance from its nine venues, the majority of which
are in flagship locations.
In Digital, LFL revenue growth was at the upper end
of the range indicated in the Capital Markets event in
November and profit increased significantly. Both the
UK and Spanish operations performed well and have
strong revenue trajectories going into the new financial
year.
As we further embed our approach to ESG, with our
focus on colleague engagement, customer experience
(specifically our Safer Gambling practices), and our
environmental impact measured by CO2 emissions
reduction, we are pleased at the progress being made
across the categories, although we do recognise the
need for better environmental outcomes.
Overall, it has been a year of improvements, both in
revenue growth which has fed through into improved
profitability and free cash flow, which has also allowed
the recommencement of a dividend payment, as well
as against much of our ESG strategy. The performance
shows good momentum against our business strategy,
delivering satisfactorily relative to most targets, and
generating positive impetus into the new financial year.
Remuneration Committee Report
“Inclusion of net gaming revenue in
our annual bonus plan further aligns
incentives with our short- and long-
term strategy to deliver profitable
growth.”
Lucinda Charles-Jones
Chair of the Remuneration Committee
Grosvenor, Gloucester Road, London
The Rank Group Plc
Annual Report 2024
Group Overview
Strategic Report
Governance
Financial Statements
91
Base Salary
The Committee reviewed Executive Director and
Executive Committee pay during the year, as well as the
overall increase for the wider workforce, being mindful
of continuing general cost pressures, the ongoing
impact of increases to the UK national minimum wage
and other government pay changes and challenges
experienced throughout the year, in particular around
talent retention across the hospitality and leisure sectors
in which we compete. The Committee determined to
increase the salaries for both Executive Directors by 3%,
which is below the general overall increases awarded to
the wider workforce (of 4.5%). All increases were applied
with effect from 1 April 2024.
2023/24 Annual Bonus Scheme
Considering both financial performance and good
progress against our Environmental, Social and
Governance (‘ESG’) key performance indicators (see
pages 40 to 52), in particular both the employee
engagement and safer gambling measures, the
Committee proposed to pay a bonus equivalent to 65.6%
of maximum opportunity to the Executive Directors.
This will result in a bonus of £542,841 to John O’Reilly
and £300,002 to Richard Harris. The Committee agreed
that the bonus payments were commensurate with the
financial and non-financial performance contribution
demonstrated through the year, and deemed fair and
reasonable in the context of the overall business
performance, and in relation to bonuses elsewhere in
the Group, and the controls environment including Safer
Gambling.
Further details of measures and outcomes are disclosed on
pages 40 to 52 of this report.
2021 LTIP award
Based on performance over the three financial years
from 2021/22 to 2023/24, the 2021 LTIP will lapse in
full. Further details are provided on page 101.
Workforce engagement
As well as being Chair of this Committee, I am also the
Non-Executive Director with designated responsibility
for workforce engagement. This subject is covered in
more detail on page 75 of this Report.
During the year I have run five separate workforce
engagement sessions across Rank and met a broad
range of colleagues. The sessions also enable
colleagues to ask questions and give their feedback
on remuneration in my capacity as Chair of the
Remuneration Committee. Colleagues’ feedback
has been incorporated into the current engagement
framework and the overarching “You said, We did”
framework the teams use around Rank. I regularly talk
with the Chief People Officer, Hazel Boyle, to discuss
actions and outcomes. Feedback from NED Workforce
Engagement Sessions has also been shared with the
broader Board, allowing us to factor in the perspectives
of colleagues during our discussions and decision-
making processes. Additionally, these updates have
been disseminated torespective managing directors.
The Chief Executive also responded to questions from
colleagues in relation to executive remuneration and the
approach being taken to wider Company pay as part of
his regular Town Hall sessions.
While the Workforce Engagement sessions have a
specific agenda, they form part of a wider workforce
listening and engagement strategy which was
formalised in 2023/24. The sessions, and other listening
opportunities, show Rank’s ongoing commitment to
developing ways in which our colleagues can be heard,
including on topics such as pay, benefits and incentives,
and to help shape their rewards and the employee value
proposition, namely Work. Win. Grow.
Looking ahead
As a result of the Remuneration Policy review which
included engagement with shareholders and proxy
agencies and which will be presented for shareholder
approval at the forthcoming AGM, an important focus for
the coming year will be the effective implementation of
the policy changes.
As with our existing Remuneration Policy, the new
policy is designed to be simple and transparent and to
promote effective stewardship that is vital to the delivery
of the Group’s objectives in line with its purpose,
which includes our drive to ensure that management
is appropriately incentivised to achieve our strategic
goals.
The Committee will continue to provide clarity on how
pay and performance is reported at Rank and how
decisions made by the Committee support the strategic
direction of the Group. We remain mindful of investor
views on remuneration and were encouraged at the
interactions we had during the recent shareholder
engagements.
I look forward to receiving your support at our 2024
Annual General Meeting, where I will be available to
respond to any questions shareholders may have on this
report or in relation to the Committee’s activities during
the year. Equally, if you would like to discuss any aspect
of our Remuneration Policy at any time, please feel free
to contact me through our Company Secretary, Brian
McClelland.
Lucinda Charles-Jones
Chair of the Remuneration Committee
Remuneration Committee Report
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Strategic Report
Governance
Financial Statements
Remuneration at a glance
Key financial and strategic highlights
LFL Net gaming revenue
£734.4m
LFL Underlying Operating Profit
£46.5m
Underlying Earnings per share
5.9p
Employee engagement score increased to
+39
Safer gambling colleague NPS increased to
+69
Aligning incentives with strategy
Plan
Measures for FY24
Strategic Pillars
Bonus
Adjusted EBIT, NGR & ESG KPI’s.
1, 2, 3, 4, 5
Long-term
incentives
Earnings per share, Relative Total Shareholder
Return and Strategic objectives (Digital NGR,
Venues NGR, EBIT %).
1, 2, 3, 5
2024 Outcomes
Plan
Outcome
Bonus
65.6% of maximum.
Long-term
incentives
0% vesting of the Chief Executive and Chief Financial Officer
award.
2024 Pay scenarios and outcome
Fixed pay
Annual bonus
Long-term incentives
Chief Executive Officer
£000s
0
500
1,000
1,500
2,000
2,500
3,000
Minimum
£593k
Target
£1,558k
Maximum
£2,524k
Maximum with 50% share price
growth for LTIP
£3,007k
100%
38%
31%
31%
24%
38%
38%
20%
32%
48%
Chief Financial Officer
£000s
0
500
1,000
1,500
2,000
Minimum
£407k
Target
£921k
Maximum
£1,436k
Maximum with 50% share price
growth for LTIP
£1,693k
100%
44%
28%
28%
28%
36%
36 %
24%
30%
46%
Minimum:
Comprises the value of fixed pay of base salary, allowances and value of benefits.
Target:
Minimum plus assumes half of the bonus is earned and the LTIP vests at 50%.
Maximum:
Minimum plus assumes full bonus is earned and the LTIP vests in full.
Maximum with 50% share price growth:
Maximum pay and the impact of an assumed 50% share price growth on the LTIP.
Aligning outcomes with the wider workforce
Plan
Executive Directors
Management
All employees
Salary
3% increase in salary
for the Chief
Executive.
3% increase in
salary for the Chief
Financial Officer.
The average
increase in salary
applied in 2023
across the Group
was 3%.
The average
increase in salary
applied in 2023
across the Group
was 4.5%.
Bonus
Bonus aligned to
adjusted EBIT, NGR
and ESG outcomes,
with a safer
gambling underpin.
Bonus aligned to
adjusted EBIT, NGR
and ESG outcomes,
with a safer
gambling underpin.
Adjusted EBIT and
scorecard measures,
including employee
engagement and
safer gambling.
LTIP
0% vesting based
on the outcomes
of the rTSR, EPS and
strategic objectives
targets.
0% vesting based
on the outcomes of
the for rTSR, EPS and
strategic objectives
targets for eligible
senior leadership.
Not applicable.
The Rank Group Plc
Annual Report 2024
Group Overview
Strategic Report
Governance
Financial Statements
93
Remuneration Policy
Directors’ Remuneration
Policy
This report sets out the Directors’
Remuneration Policy for Rank Group, which
will be put forward to shareholders for their
binding approval at the Company’s Annual
General Meeting on 17 October 2024 and
will take effect on that date.
In determining the new Remuneration
Policy, the Committee followed a robust
process which included discussions on
the content of the policy at Committee
meetings during the year. The Committee
considered input from management and our
independent advisers while ensuring that
conflicts of interest were suitably mitigated.
The Committee also took into account
best practice as well as guidance from
consultation with larger shareholders and
engagement with proxy advisory firms.
As set out in the Chair’s statement earlier in
this report, the overall structure of the new
Policy remains unchanged, although the
provisions relating to the former Recovery
Incentive Scheme have been removed. The
Committee has taken the opportunity to
make some modest changes in certain areas
to simplify, attain a more balanced focus
between short- and long-term reward, and
provide additional headroom should it be
required in exceptional circumstances only.
Changes to the Remuneration Policy
The key changes between this Policy and
that approved by shareholders at the 2021
AGM are as follows:
Rebalancing from LTIP to annual
bonus
To increase the focus on key short-term
goals, delivery of which will lay the building
blocks for Rank’s long-term success, an
amount of incentive opportunity will be
transferred from the LTIP to the annual
bonus, with no increase in the overall
incentive opportunity. As a result, the
regular LTIP opportunity will be reduced
from 200% of salary to 175% of salary for
the Chief Executive and from 150% to 135%
of salary for other Executive Directors, with
an increase in the regular maximum annual
bonus opportunity from 150% of salary to
175% of salary for the Chief Executive and
from 120% of salary to 135% of salary for
other Executive Directors.
Additional headroom on incentive
opportunity
In addition, the Policy provides for an
additional incentive opportunity of 50%
of salary, which would be reserved for
use by the Committee in exceptional
circumstances only. It could be applied
through either the annual bonus or the LTIP,
or both, but the aggregate total is capped at
50% of salary. Relevant events could include
recruitment, retention, or a fundamental
change in the size and complexity of the
business. In all cases, the Committee
would provide full rationale for its use of
the exceptional limit in the following DRR.
As a result of this change, the maximum
opportunity under this Policy will be 225%
of salary for both the annual bonus and
the LTIP in the case of the CEO and 185%
of salary for other Executive Directors,
although in each case subject to the overall
variable pay cap of 400% of salary for the
CEO and 320% of salary for other Executive
Directors. No change other than that which
has already been presented is proposed for
the current incumbents.
Remuneration Policy table
The key components of Executive Directors’
remuneration are summarised on page 93.
Base salary and benefits
BASE SALARY
Component and link to business
strategy
To attract and retain skilled, high-calibre
individuals to deliver the Group’s strategy.
Operation
Base salaries are typically reviewed
annually, with any change normally effective
from 1 April. Any increases will generally
take into account:
The role’s scope, responsibility and
accountabilities;
Market positioning, including pay levels
at other gaming operators;
General rates of increase across the
Group; and
The performance and effectiveness of the
individual and the Group.
Performance metrics
Not applicable, although the individual’s
performance will be taken into account
when determining the level of increase,
if any.
Maximum opportunity
Salary increases (in percentage of salary
terms) for Executive Directors will normally
be within the range of those for the wider
workforce. There is no maximum salary
opportunity.
Where the Committee considers it
necessary and appropriate, larger
increases may be awarded in individual
circumstances such as:
A change in scope or responsibility;
Alignment to market level.
For new Executive Director hires, the
Committee has the flexibility to set the salary
at a below-market level initially and to realign
it over the following years as the individual
gains experience in the role. In exceptional
circumstances, the Committee may agree
to pay above-market levels to secure or
retain an individual who is considered by
the Committee to possess significant and
relevant experience which is critical to the
delivery of the Group’s strategy.
INSURED AND OTHER BENEFITS
Component and link to business
strategy
Insured and other benefits are offered to
Executive Directors as part of a competitive
remuneration package.
Operation
Insured benefits include, but are not
limited to, private healthcare insurance for
Executive Directors and their spouse or civil
partner and dependants, life assurance and
permanent health insurance.
Other benefits comprise a cash car
allowance and the fuel cost of all mileage
(private and business). The amount of the
cash car allowance is reviewed periodically
by the Committee in the light of market
conditions.
Other benefits, ordinarily in line with the
provision to other employees, may be
offered as appropriate and travel and related
expenses may be reimbursed.
The Committee retains the discretion to
offer relocation assistance in the form of
an allowance or otherwise to support the
movement of executive talent across the
business. If provided, the Committee aims
to ensure payments are not excessive and
support business needs. As such, relocation
assistance will be reviewed on a case-by-
case basis taking into account factors such
as the individual’s circumstances and the
geographies involved, meaning that there
is no prescribed formula for calculating
the level or structure of payments. Tax
equalisation and appropriate tax advisory
fees may be paid or reimbursed.
Executive Directors may participate in
HMRC-approved all-employee schemes in
accordance with the terms of the schemes
and up to HMRC limits as in force from time
to time.
Performance metrics
Not applicable.
Maximum opportunity
There is no maximum opportunity
because the cost of the benefits provided
may change in accordance with market
conditions or in the event of the payment of
relocation assistance.
It is anticipated that the provision of insured
and other benefits will not form a significant
part of the package in financial terms.
RETIREMENT PROVISIONS
Component and link to business
strategy
Rewards sustained contribution and
encourages retention of Executive
Directors.
Operation
Executive Directors may receive an
employer contribution to a defined
contribution pension arrangement
or an equivalent cash allowance (or a
combination of contribution and cash
allowance).
Performance metrics
Not applicable.
Maximum opportunity
For all Executive Director appointments,
the maximum pension contribution
(defined contribution or cash allowance,
or combination thereof) will be aligned
with the majority of the wider workforce
as determined by the Committee (which
is currently 3% of base salary, less the
pensions lower earnings limit).
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Group Overview
Strategic Report
Governance
Financial Statements
Annual bonus and
performance shares
ANNUAL BONUS
Component and link to business
strategy
Motivates the achievement of strategic,
financial and personal performance.
Rewards individual contribution to the
success of the Group.
Operation
Rank operates an annual bonus scheme in
which Executive Directors participate.
The bonus rewards performance against
key financial, operational and individual
objectives, as well as strategic priorities.
Any bonus earned by the Chief Executive
above 100% of base salary, and 80% of
base salary for other Executive Directors,
will normally be deferred into shares under
the Rank Group 2020 Deferred Bonus Plan
(‘DBP’) for a period of two years.
DBP awards may include the right to receive
an additional number of shares determined
by reference to dividends with record
dates arising during the holding period.
The number of shares may be calculated
assuming the reinvestment of dividends
into shares on such basis as the Committee
determines.
Recovery provisions and Committee
discretion apply as set out in the table
on page 96.
Performance metrics
Metrics and targets are determined by
the Remuneration Committee to reflect
priorities for the year.
The bonus will be based at least 50% on
the achievement of financial performance
targets.
Performance below threshold will result in
zero payment. Up to 25% of the maximum
opportunity may be payable for achieving a
threshold level of performance, and 50% of
the maximum opportunity will be payable
for achieving a target level of performance.
Maximum opportunity
Regular maximum opportunity of 175% of
salary for the Chief Executive and 135% of
salary for other Executive Directors.
Exceptional maximum opportunity of 225%
of salary for the Chief Executive and 185%
of salary for the other Executive Directors.
Exceptional circumstances may include,
for example, recruitment, retention or
a fundamental change in the size and
complexity of the business.
In all cases, the combined annual bonus
and LTIP maximum opportunities in respect
of any year may not exceed 400% of salary
for the Chief Executive and 320% of salary
for other Executive Directors.
Performance shares
LONG-TERM INCENTIVE PLAN
Component and link to business
strategy
The long-term incentive plan is intended to
align the interests of the Executive Directors
and shareholders through the creation of
shareholder value over the long term.
Operation
Awards are normally granted annually.
Vesting takes place following the
assessment of the applicable performance
conditions, dependent on the extent to
which those conditions have been achieved,
usually measured over a period of three
financial years.
Executive Directors are normally required
to retain vested LTIP shares, net of tax, for
a further period of two years.
Recovery provisions and Committee
discretion apply, as set out in the table
below.
LTIP awards may include the right to receive
an additional number of shares determined
by reference to dividends with record
dates arising during the holding period.
The number of shares may be calculated
assuming the reinvestment of dividends
into shares on such basis as the Committee
determines.
Performance metrics
Based on measures (which may be
financial, share price based or strategic)
which are appropriate within the context
of the Company strategy and external
environment over the relevant performance
period.
Prior to granting awards, the Committee
will review the performance conditions and
may opt to vary the metrics and weightings
to ensure measures and targets remain
aligned with its objectives. The Committee
would seek to consult as appropriate with its
larger shareholders regarding any material
changes.
At least 50% of an award will be subject to
financial targets and/or relative TSR.
For achievement at threshold levels of
performance, up to 25% of maximum under
each element may vest.
Maximum opportunity
Regular maximum opportunity in respect
of a financial year of 175% of salary for the
Chief Executive and 135% of salary for other
Executive Directors.
Exceptional maximum opportunity in
respect of a financial year of 225% of
salary for the Chief Executive and 185%
of salary for the other Executive Directors.
Exceptional circumstances may include
for example recruitment, retention or
a fundamental change in the size and
complexity of the business.
In all cases, the combined annual bonus
and LTIP maximum opportunities in respect
of any year may not exceed 400% of salary
for the Chief Executive and 320% of salary
for other Executive Directors.
Remuneration Policy
The Rank Group Plc
Annual Report 2024
Group Overview
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Financial Statements
95
In-employment
shareholding requirement
The Committee retains discretion to
vary the application of the shareholding
requirements in appropriate circumstances,
such as for compassionate or other
exceptional reasons.
IN-EMPLOYMENT SHAREHOLDING REQUIREMENT
Component and link to business
strategy
To create greater alignment between
Executive Directors and shareholders.
Operation
Executive Directors are required to build
a shareholding of 200% of base salary
within five years of appointment, subject to
there being sufficient free float. Unvested
deferred bonus award shares and vested
but unexercised deferred bonus and LTIP
awards may be included on a net-of-tax
basis.
Performance metrics
Not applicable.
Maximum opportunity
Not applicable.
POST-EMPLOYMENT SHAREHOLDING
REQUIREMENT
Component and link to business
strategy
To ensure continued alignment of the long-
term interests of Executive Directors and
shareholders post-cessation.
Operation
Executive Directors are normally required
to maintain a shareholding equivalent to the
in-employment shareholding requirement
immediately prior to departure (or the actual
share- and award-holding on departure, if
lower) for two years post-cessation. Shares
subject to unvested deferred bonus awards
and vested but unexercised deferred bonus
awards, LTIP awards may be included on a
net-of-tax basis.
The requirement will normally apply to
shares vesting under deferred bonus and
LTIP awards made from 11 November 2020.
There are appropriate arrangements in
place to ensure enforceability.
Performance metrics
Not applicable.
Maximum opportunity
Not applicable.
Setting performance measures
and targets
The Committee considers it imperative
that performance conditions applying to
incentive arrangements are appropriately
aligned with the relevant objectives of the
Company, and support the Company’s
purpose, culture, values and risk profile.
The Committee reviews measures and
targets each year to ensure that they remain
relevant and stretching.
Further details of the performance
measures are set out in the Annual Report
on Remuneration.
Measures chosen under the annual
bonus reflect the key drivers of business
performance, with targets set with reference
to internal and external context. This
approach seeks to ensure that the threshold
and stretch targets are appropriately
challenging.
LTIP measures are aligned with the delivery
of long-term strategic priorities and
returns to shareholders, with target-setting
following a similar approach to that used for
the annual bonus.
The Committee retains the ability to adjust
incentive outcomes where it considers that
the extent of vesting would otherwise be
inappropriate, taking into account such
factors as it considers relevant (including,
but not limited to, the overall financial and
non-financial performance of participants
or the Group) or where the formulaic
outcome is not appropriate in the context
of circumstances that were unexpected or
unforeseen when the targets were set.
If the Committee determines that annual
bonus or LTIP performance conditions
and/or targets are no longer appropriate
(e.g. as a result of a material acquisition or
divestment or a material change in gaming
regulation or taxation which was unforeseen
at the time the measures and targets were
set), the Committee will have the ability to
adjust appropriately the measures and/or
targets and alter weightings, provided that
the revised conditions are not materially
less challenging than the original
conditions. Any use of the above discretion
would, where relevant, be explained in the
annual report on remuneration and may, as
appropriate, be the subject of consultation
with the Company’s larger shareholders.
Committee discretion in operation of
variable pay schemes
The Committee operates under the powers
it has been delegated by the Board. In
addition, it complies with rules that are
either subject to shareholder approval
(the LTIP) or approval from the Board
(the annual bonus scheme). These rules
provide the Committee with certain
discretions which serve to ensure that
the implementation of the Policy is fair,
both to the individual Executive Director
and to shareholders. The Committee
also has discretion to set components of
remuneration within a range, from time to
time. The extent of such discretion is set
out in the relevant rules, the maximum
opportunity or the performance metrics
section of the Policy. To ensure the efficient
administration of the variable incentive
plans outlined above, the Committee will
apply certain operational discretions.
These include, but are not limited to, the
following:
Selecting the participants in the plans;
Determining the timing of grants of
awards and/or payments;
Determining the quantum of awards and/
or payments (within the limits set out in
the Policy);
Determining the choice of (and
adjustment of) performance measures
and targets for each incentive plan in
accordance with the Policy and the rules
of each plan;
Determining the extent of vesting based
on the assessment of performance and
discretion relating to measurement of
performance in certain events such as a
change of control or reconstruction;
Determining if awards need to be cash-
settled in exceptional circumstances,
such as for tax or regulatory reasons or
where there is insufficient free float or
where the amount required to be withheld
for tax purposes is to be cash-settled;
Whether malus and clawback shall be
applied to any award in the relevant
circumstances and, if so, the extent to
which they shall be applied;
Making appropriate adjustments required
in certain circumstances, for instance for
changes in capital structure;
Determining “good leaver” status for
incentive plan purposes and applying the
appropriate treatment; and
Undertaking the annual review of
weighting of performance measures and
setting targets for the annual bonus plan
and LTIP award, where applicable, from
year to year.
Recovery provisions
Recovery and withholding provisions apply:
For the annual bonus, up to the end of the
second financial year following the year
in respect of which the annual bonus was
granted
For LTIP awards, up to the third
anniversary of their vesting.
Relevant events for these purposes may
include are a material misstatement, an
act of gross misconduct, any calculation
in connection with an award or in the
assessment of performance targets or
other conditions relating to awards being
based on error or inaccurate or misleading
information, a material loss to the Group
or a material deterioration in Group profits
which is inconsistent with the performance
of the gaming industry, material damage to
the business or its reputation, failure in risk
management or corporate failure.
Remuneration Policy
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Financial Statements
Committee’s approach to setting
pay, performance measures and
targets
The Committee intends that the base
salary and total remuneration of Executive
Directors should be competitive against
other companies of a broadly similar size.
Remuneration is benchmarked against
rewards available for equivalent roles in
suitable comparator companies, with the
aim of paying neither significantly above
nor below market levels for each element of
remuneration at target performance levels.
The Committee also considers general
pay and the employment conditions of
all employees within the Group and is
sensitive to these, to prevailing market and
economic conditions and to governance
trends when assessing the level of salaries
and remuneration packages of Executive
Directors.
Legacy arrangements
The Committee may approve payments
to satisfy commitments agreed prior to
the approval of this Policy. This includes
previous incentive awards that are currently
outstanding. The Committee may also
approve payments outside of the Policy
in order to satisfy legacy arrangements
made to an employee prior to (and not in
contemplation of) promotion to the Board.
All historic awards that were granted but
remain outstanding are eligible to vest,
based on their original award terms.
Differences in the Policy for Executive
Directors relative to the broader
employee population
The Policy in place for the Executive
Directors is informed by the structure
operated for the broader employee
population. Pay levels and components
vary by organisational level but the broad
themes and philosophy remain consistent
across the Group:
Salaries are reviewed annually with regard
to the same factors as those set out in the
Policy table for Executive Directors;
Members of the Executive Committee
participate in an annual bonus plan
aligned with that offered to the Executive
Directors. Other members of senior
management participate in the same plan,
dependent on performance of the Group
and/or performance of business division,
according to their role and level;
Members of the senior management team
can be considered for awards under the
LTIP. These are intended to encourage
share ownership in the Company and
align the management team with the
strategic business plan; and
Eligibility for and provision of benefits
and allowances varies by level and local
market practice. It is standard for senior
management to receive a company car
allowance.
Remuneration for new appointments
In determining remuneration arrangements
for new Executive Directors, the overall
structure of the package would normally be
aligned with that set out in the Policy above.
Circumstances in which the Committee may
make payments or awards which are outside
the terms of that Policy include if:
an interim appointment is made to fill an
Executive Director role on a short-term
basis;
exceptional circumstances require that
the Chair or a Non-Executive Director
takes on an executive function on a short-
term basis; and
an Executive Director is recruited at
a time in the year when it would be
inappropriate to provide an annual
or LTIP award for that year as there
would not be sufficient time to assess
performance, in which case, subject to
the overall limit on variable remuneration
set out below, the quantum in respect
of months employed during the year
may be transferred to the following year
so that reward is provided on a fair and
appropriate basis.
Base salary and benefits will be set in
accordance with the Policy and relocation
assistance may be provided for both internal
and external appointments, if necessary.
Incentive opportunities will be aligned with
those set out in the Policy table, with the
Committee retaining discretion to use the
exceptional headroom where considered
necessary to do so.
The Committee may also make an
additional award of cash or shares on the
appointment of a new Executive Director
in order to compensate for the forfeiture of
remuneration from a previous employment
or engagement. Such awards would normally
be made to the extent practicable on a like-
for-like basis, including the form of award,
performance conditions, and the length
of any performance and/or vesting period
remaining. The Committee will continue
to have regard to the best interests of both
the Company and its shareholders and is
conscious of the need to pay no more than
is necessary, particularly when determining
buy-out arrangements.
New Non-Executive Directors will be
appointed with the same remuneration
elements as the existing Non-Executive
Directors. It is not intended that variable pay
or day rates be offered.
Approach to termination payments/
leavers
The Group does not believe in reward for
failure. The circumstances of an Executive
Director’s termination (including the
Director’s performance) and an individual’s
duty to mitigate losses are taken into
account in every case. Rank’s policy is to
stop or reduce compensatory payments to
former Executive Directors to the extent
that they receive remuneration from other
employment during the compensation
period.
Compensatory payments are limited to
an amount equal to base salary, cash car
allowance, and pension contributions (or
cash allowance) payable under applicable
notice provisions (which shall not in any
event be more than an amount equal
to twelve months of such payments). In
addition, the Company may pay reasonable
outplacement and legal fees where
considered appropriate and may provide
a leaving gift and/or leaving event for an
Executive Director (including payment
of any tax thereon) where the Committee
feels it is appropriate to do so, up to a
maximum cost of £1,000. The Company
may also pay any statutory entitlements or
settle or compromise claims in connection
with a termination of employment, where
considered in the best interests of the
Company. In appropriate circumstances, the
Committee may agree that certain benefits
(such as healthcare insurance) may be
continued for a reasonable period following
termination of employment.
Annual bonus awards will normally lapse in
their entirety in the event an individual is
no longer employed or serving their notice
period at the time of payout. For certain
good leaver reasons, a bonus may become
payable at the discretion of the Committee.
Where the bonus is payable, the Committee
retains discretion as to whether it is all
payable in cash or whether part of it is
deferred either in cash or as deferred bonus
awards.
Deferred bonus awards held by leavers will
ordinarily be forfeited, except where the
participant is a ‘good leaver’ (due to death,
ill-health, injury, disability, redundancy,
business transfer or other reasons at the
discretion of the Committee) in which case
the deferred bonus awards ordinarily vest on
the normal timetable. The Committee can
permit early vesting at its discretion.
Remuneration Policy
100%
44%
28%
28%
28%
36%
36 %
24%
30%
46%
2024 Scenario Chart
Fixed pay
Annual bonus
Long-term incentives
Chief Executive Officer
£000s
0
500
1,000
1,500
2,000
2,500
3,000
Minimum
£593k
Target
£1,558k
Maximum
£2,524k
Maximum with 50% share price
growth for LTIP
£3,007k
100%
38%
31%
31%
24%
38%
38%
20%
32%
48%
Chief Financial Officer
£000s
0
500
1,000
1,500
2,000
Minimum
£407k
Target
£921k
Maximum
£1,436k
Maximum with 50% share price
growth for LTIP
£1,693k
Minimum:
Comprises the value of fixed pay of base salary, allowances and value of benefits.
Target:
Minimum plus assumes half of the bonus is earned and the LTIP vests at 50%.
Maximum:
Minimum plus assumes full bonus is earned and the LTIP vests in full.
The Rank Group Plc
Annual Report 2024
Group Overview
Strategic Report
Governance
Financial Statements
97
As governed by the plan rules, LTIP awards
held by leavers will ordinarily be forfeited,
except where the participant is a ‘good
leaver’ (due to death, ill health, injury,
redundancy, retirement with the agreement
of the Committee, business transfer or other
reasons at the discretion of the Committee),
in which case their LTIP award will
ordinarily vest on the normal timetable.
The extent to which an LTIP award will
vest in these situations will depend upon
two factors: (i) the extent to which the
performance conditions (if any) have, in the
opinion of the Committee, been satisfied
over the original performance measurement
period; and (ii) pro-rating of the award to
reflect the proportion of the normal vesting
period spent in service.
The Committee can decide to pro-rate an
LTIP award to a lesser extent (including as
to nil) if it regards it as appropriate to do so
in the circumstances. The Committee has
discretion to vest a good leaver’s awards
early in appropriate circumstances, and to
assess performance accordingly.
In addition, awards/shares will ordinarily be
forfeited during the two-year holding period
for the LTIP awards if the Executive Director
(i) was determined to be in breach of their
service agreement or (ii) is engaged by a
competitor in an executive capacity, unless
the Committee exercised its discretion to
allow the Executive Director to retain the
award/shares.
Change of control
In the event of a change of control, awards
under the LTIP will vest to the extent
determined by the Committee by: (i)
applying any performance condition; and
(ii) pro-rating of the award to reflect the
proportion of the normal vesting period
that has elapsed. The Committee can
decide to pro-rate an LTIP award to a lesser
extent (including as to nil) if it regards it as
appropriate to do so in the circumstances.
Policy for Executive Directors’ service
agreements
It is the Group’s policy that Executive
Directors have rolling service agreements
with the following key terms.
Remuneration
Base salary.
Pension.
Cash car allowance.
Private health insurance for Director and their
spouse or civil partner and dependants.
Life assurance.
Permanent health insurance.
Participation in annual bonus plan, subject to
plan rules.
Participation in other incentive plans, subject to
plan rules.
25 days’ paid annual leave, increasing to 30
days with length of service.
Notice period
Six months’ notice from both the Company and
the Director. The Committee retains discretion to
set a notice period of up to 12 months.
Termination payment
Payment in lieu of notice equal to:
– Six months’ base salary
– Cash car allowance
– Pension supplement.
All of the above would be paid in monthly
instalments, subject to an obligation on the
part of the Director to mitigate his/her loss such
that payments would either reduce, or cease
completely, in the event that the Director gained
new employment.
Restrictive covenants
During employment and for six months after
leaving.
Copies of the Executive Directors’ service
contracts are available for inspection at
the Company’s registered office. Service
agreements outline the components
of remuneration paid to the individual
Executive Director but do not prescribe how
remuneration levels may be adjusted from
year to year.
Length of service (as of 30 June 2024)
for Executive Directors who served on the
Board during the year, together with the date
of their respective service agreements, is as
follows:
Remuneration Policy
Position
Name
Date of contract/
Commencement date
Length of Board service
Chief Executive
John O’Reilly
30 April 2018/7 May 2018
6 years 2 months
Chief Financial Officer
Richard Harris
20 December 2021/1 May 2022
2 yeas 2 months
Policy for Non-Executive Directors (including Chair)
Component
Purpose and
link to business
strategy
Mechanics operation and performance
framework
Maximum
Fees
To attract and
retain skilled,
high-calibre
individuals to
approve and
challenge
the Group’s
strategy.
Fees are reviewed in the first quarter of
each calendar year to reflect appropriate
market conditions.
Fee increases, if applicable, are effective
from 1 April (unless otherwise agreed).
The base fee includes membership of all
Board Committees.
Supplementary fees are paid for Chairing a
Board Committee and holding the office of
Senior Independent Director.
In appropriate circumstances, other fees
may be payable, for example where
there has been significant additional time
commitment or individuals have taken on
further responsibilities.
Non-Executive Directors are not eligible for
pension scheme membership, bonus, or
incentive arrangements.
Travel and other reasonable expenses
(including any associated taxes) incurred
in the course of performing their duties are
reimbursed to Non-Executive Directors.
Aggregate annual fees
limited to £750,000 by
the Company’s Articles of
Association.
Current fee levels are set
out in the annual report
on remuneration.
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Group Overview
Strategic Report
Governance
Financial Statements
All Non-Executive Directors have letters
of engagement setting out their duties
and the time commitment expected. They
are appointed for an initial period of three
years, after which the appointment is
renewable by mutual consent at intervals of
not more than three years. Non-Executive
Directors’ appointments are terminable
without compensation.
The Chair’s appointment is terminable on
three months’ notice.
In accordance with the Corporate
Governance Code, all Directors offer
themselves for annual re-election by
shareholders. The date of appointment of
each Non-Executive Director who served
during the year is set out in the table below.
Non-Executive Director
Original date of
appointment to Board
Date of letter of
engagement
Total length of service
Lucinda Charles-Jones
22 June 2022
22 June 2022
2 years
Chew Seong Aun
10 December 2020
9 December 2020
3 years 6 months
Keith Laslop
1
1 September 2023
16 August 2023
9 months
Katie McAlister
28 April 2021
26 April 2021
3 years 2 months
Alex Thursby
2
1 August 2017
21 August 2019
6 years 11 months
Karen Whitworth
4 November 2019
4 November 2019
4 years 7 months
1.
Keith Laslop joined the Board and has a letter
of engagement dated 16 August 2023 which is
effective from 1 September 2023.
2.
Alex Thursby has a letter of engagement dated 21
August 2019, which is effective from 17 October
2019 and replaced his original non-executive
letter of engagement dated 21 June 2017.
Shareholder engagement
In designing the Policy, the Chair wrote to
the Company’s larger shareholders, ISS,
Glass Lewis and the Investment Association
and the Committee took shareholders’
feedback into account when finalising the
Policy. The Committee informs shareholders
in advance of any material changes to the
way that the Policy is implemented and will
offer a meeting to discuss these details, as
appropriate and/or required.
Statement of consideration of
employment conditions elsewhere in
the Group
As described in the Policy on page 94,
the overarching themes of the Policy in
place for Executive Directors are broadly
consistent with those applied to the wider
employee population. The Committee is
informed of pay and conditions in the wider
employee population and takes this into
account when setting senior executive pay.
Remuneration Policy
Grosvenor, Luton
The Rank Group Plc
Annual Report 2024
Group Overview
Strategic Report
Governance
Financial Statements
99
Annual Report on Remuneration
The Directors’ Remuneration Report has been prepared on behalf of the Board
by the Committee, under the chair-ship of Lucinda Charles-Jones.
The Committee has applied the principles of good governance set out in the FRC’s 2018 UK Corporate
Governance Code and, in preparing this report, has complied with the requirements of the 2013, 2018
and 2019 Regulations. The Company’s external auditor is required to report to shareholders on the
audited information contained in this report and to state whether, in its opinion, it has been prepared
in accordance with the 2013 Regulations.
Executive Directors’ single remuneration figure (Audited)
The table below presents a single remuneration figure for each Executive Director determined in
accordance with the 2013 Regulations for the years ended 30 June 2024 and 30 June 2023 in respect
of performance during the years ended on those dates.
2023/24
Fixed pay
(£)
Performance pay
(£)
2023/24
total
remuneration
(£)
Salary/fees
Benefits
1
Pension
Total fixed
Cash bonus
Deferred bonus
LTIP award
vesting
Total variable
Salary/fees
John O’Reilly
539,617
25,311
16,001
580,929
542,841
nil
25,999
2
568,840
1,149,769
Richard Harris
372,775
14,526
10,996
398,297
300,002
nil
nil
300,002
698,299
1.
Taxable benefits comprise car allowance, fuel benefit (other than for Richard Harris), private medical insurance. As life
insurance and long-term disability are not taxable benefits they have been removed from the calculations.
2.
Vesting relates to the third and final tranche of the 2018 Block award.
2022/23
Fixed pay
(£)
Performance pay
(£)
2022/23
total
remuneration
(£)
Salary/fees
Benefits
1
Pension
Total fixed
Cash bonus
Deferred bonus
LTIP award
vesting
Total variable
John O’Reilly
520,150
31,337
33,224
584,711
35,777
0
0
35,777
620,488
Richard Harris
357,250
18,069
10,530
385,849
19,772
0
0
19,772
405,621
1.
Taxable benefits comprise car allowance, fuel benefit (other than for Richard Harris), and life, long-term disability and
private medical insurances.
Base salary (Audited)
The Committee reviewed the Executive Director base salaries during the year under review, and the
Committee determined to increase the salaries for both John O’Reilly and Richard Harris by 3% with
effect from 1 April 2024, below the general overall increases awarded to the wider workforce (4.5%).
30 June 2024
1 April 2024
1 April 2023
% change
John O’Reilly
£551,668
£551, 668
£535,600
3%
Richard Harris
£381,100
£381,100
£370,000
3%
Taxable benefits (Audited)
Taxable benefits comprise car allowance, fuel benefit (other than for Richard Harris), and private
medical insurance. In addition, life insurance and long-term disability are provided.
Other than insurance policy premium inflation, no changes were made to benefits during the year.
Pension (Audited)
John O’Reilly’s payments in lieu of pension was reduced from 10% of salary (less the lower earnings
limit) (such 10% having been agreed under his service agreement when he joined Rank) to the rate
currently available to the majority of the UK employees (currently 3% less the lower earnings limit)
with effect from 1 January 2023.
Richard Harris’s payments in lieu of pension was agreed at the rate currently available to the majority
of the UK employees (currently 3% less the lower earnings limit) when he joined the Company in May
2022.
100
The Rank Group Plc
Annual Report 2024
Group Overview
Strategic Report
Governance
Financial Statements
Annual Report on Remuneration
Annual bonus plan (Audited)
The maximum annual bonus opportunity for the Executive Directors in 2023/24 was 150% and 120% for
the CEO and CFO respectively. Target bonus was 50% of the maximum opportunity. The 2023/24 annual
bonus was based on adjusted Group earnings before interest and tax (adj. EBIT), net gaming revenue and an
Environmental, Social and Governance (‘ESG’) measure.
The table below shows the outcome for each measure
:
Measure
Weighting
Performance targets
Threshold
Target
Maximum
Actual
performance
1
Bonus
outcome
2
(% of Max)
Adj. EBIT
75%
£41.9m
£46.5m
£51.2m
£48.4m
52.5%
Net gaming revenue
10%
£722.6m
£
760.6m
£798.6m
£743.7m
2%
ESG measures
15%
Performance ranges
and Committee assessment
3
74% of
maximum
11.1%
Total
65.6%
1.
These outcomes reflect the results as measured using an internal 53-week reporting calendar. The results shown elsewhere in the Annual Report &
Accounts are on a reported basis.
2. Bonus payout determined on a straight-line basis between threshold to target; and target to maximum.
3.
The 15% of the maximum bonus opportunity was based on specific Environmental, Social and Governance (‘ESG’) targets. As the Company’s approach
to ESG evolves, for 2023/24 quantitative targets were set. The Committee determined that a bonus equivalent to 74% of the maximum bonus for the
ESG measure was only payable considering the improvement across three of the four ESG key performance indicators:
A +25 points increase in the employee engagement net promoter score (‘NPS’) to +39 (range +15 to +20)
A +16 points increase in the employee NPS score on Rank’s approach to Safer Gambling to +69 (+53 to +58)
A 7% increase in the high-level outcome from the customer survey response on questions related to Rank’s approach to
Safer Gambling at 83% (70% to 86%)
A below threshold performance against the delivery of the environmental carbon emissions plan (range 4,474 to 4,971 tCO2e)
Full details of our approach to ESG can be found on pages 36 to 52.
Performance against the measures above would result in a bonus for the Executive Directors as follows:
Maximum
opportunity
(% of salary)
Maximum
opportunity
(£)
% of
maximum
payable
Total bonus
John O’Reilly
150%
£827,502
65.6%
£542,841
Richard Harris
120%
£457,320
65.6%
£300,002
An underpin is in place whereby the Committee are able to down-weight the size of any bonus award,
including to zero, for weaknesses in control systems including Safer Gambling practices, lack of progress
against key initiatives in the year or as a consequence of enforcement actions.
Prior to approving the 2023/24 bonus outcome, the Committee discussed whether or not the outcome was
deemed fair and reasonable in the context of the Company’s overall business performance, relativity to
bonuses across the Group; and the controls environment assessment, including Safer Gambling, over the
year. Following discussion, it was satisfied that the bonus was appropriate.
Long-term incentives and outcomes (Audited)
There are currently two different long-term incentive schemes in place for the Executive Directors and
other senior management, namely the legacy four-year block award granted in 2017/18 and awards granted
annually under the 2020 long-term incentive plan.
2017/18 LTIP (block award)
As reported last year, a single LTIP award was granted on 28 June 2018 to John O’Reilly based on performance
over a four-year period ending 30 June 2021. The award covered four years of annual grants. The performance
of the award was assessed as at 30 June 2021. Full details of the performance assessment and vesting
outcome can be found on pages 91 and 92 of our 2021 Annual Report and Accounts. The award vested in three
equal tranches starting 1 October 2021. The third and final tranche of 32,418 shares vested on 1 October 2023.
2021 LTIP award
The tables below summarise performance against the targets of the 2021 LTIP which was awarded on 23
September 2021, and the outcome for the Chief Executive:
Measure
Weighting
Performance targets
Threshold
Maximum
Outcome
% of award
vesting
Relative Total Shareholder
Return
1
40%
Median
Outperform median by 25%
Below
median
0%
Earnings per share
30%
13.5p
23.1p
Below
threshold
0%
Strategic measures
30%
0%
Group EBIT Margin %
10%
14%
18%
Below
threshold
0%
Venues net gaming revenue £m
10%
£620m
£662m
Below
threshold
0%
Digital net gaming revenue £m
10%
£225m
£338m
Below
threshold
0%
Vesting based on performance
0%
Share price underpin
240p
91.6p
2
Total
0%
1.
The Relative TSR is measured against a comparator group of six companies (888, Flutter Entertainment, Entain (formerly known as GVC), Betsson,
Kindred and Playtech).
2. Based on an average adjusted close price over a three-month period ending on the last day of the performance period.
Other than the performance detailed in the above table, as the share price underpin was not achieved, the
award will lapse in full.
Number of
shares awarded
% vesting
Number of
shares vesting
John O’Reilly
582,072
0%
0
The Rank Group Plc
Annual Report 2024
Group Overview
Strategic Report
Governance
Financial Statements
101
2023/24 LTIP granted during the year (annual award)
The 2023 LTIP award was granted on 27 September 2023 to John O’Reilly and Richard Harris and
will vest based on performance over a three-year period ending on 30 June 2026. The performance
measures and targets for such award were set by the Committee in August 2022, prior to the grant.
Director
John O’Reilly
(Chief Executive)
Richard Harris
(Chief Financial Officer)
Plan
2020 LTIP
2020 LTIP
Date of grant
27 September 2023
27 September 2023
Face value at grant (% of salary)
200%
150%
Face value at grant (£)
£1,071,200
£555,600
Share price at grant
86.60p
86.60p
Number of shares comprised in award
1,220,045
632,118
Performance period
1 July 2023 to 30 June 2026
1 July 2023 to 30 June 2026
Earliest vest date
27 September 2025
27 September 2025
Vesting of the award is conditional based on the following performance measures:
40% of the award vests by reference to relative total shareholder return (‘rTSR’), measured
equally against i) a sector specific comparator group consisting of six companies: 888, Flutter
Entertainment, Entain, Betsson, Kindred and Playtech, and ii) companies constituting the FTSE 250
Index (excluding Investment Trusts).
30% vests by reference to underlying earnings per share growth.
30% vests by reference to strategic measures.
Straight-line vesting applies for all metrics between threshold and stretch. The level of vesting agreed
by the Committee will take into consideration any current or impending safer gambling sanction and
Rank’s suitability to operate.
The strategic targets are deemed commercially sensitive and will be disclosed at the time of vesting.
Weighting
Threshold
target
Stretch target
Threshold
vesting
(% of max)
TSR
40%
Median
Outperform median by 25%
10%
Underlying EPS
30%
7.3p
10.9p
7.5%
Strategic Measures
10%
Group adj. EBIT Margin (%)
2.5%
10%
Digital NGR (£m)
2.5%
10%
Venues NGR (£m)
2.5%
Total
100%
25%
Replacement award to Richard Harris at recruitment
Richard Harris was appointed to the Board as Chief Financial Officer on 1 May 2022. His
remuneration package was approved by the Committee and set in line with the Policy. It included an
award over 186,636 shares on 6 May 2022, to replace awards granted by his previous employer which
were forfeited on joining the Company. Such award was granted outside the Company’s LTIP but
, save
as expressly stated otherwise in the deed of grant for such award, is subject to the rules of the LTIP.
It was made in accordance with the exemption contained in Rule 9.4.2(2) of the UK Listing Rules and
the Policy.
Vesting is subject to continued employment (but not subject to any performance conditions) and was
in two equal tranches, with the vesting date for each such tranche being 13 May 2023 and 16 March
2024 respectively.
Richard Harris’s second and final tranche of 93,318 shares vested on 16 March 2024, with a value of
£62,339.
As a result of the shareholding requirement, Richard was not permitted to sell shares that arose as a
result of the vesting of his recruitment award except for the purpose of settling income tax and trading
fees.
Non-Executive Directors’ single remuneration figure
The table below presents a single remuneration figure for each Non-Executive Director determined in
accordance with the 2013 Regulations for the years ended 30 June 2024 and 30 June 2023 in respect
of performance during the years ended on those dates.
2023/24
fees
2022/23
fees
Chew Seong Aun
1
nil
nil
Lucinda Charles-Jones
2
61,000
53,750
Steven Esom
3
nil
28,750
Keith Laslop
4
39,000
0
Katie McAlister
61,000
53,500
Alex Thursby
175,000
160,000
Karen Whitworth
67,000
61,500
1. Chew Seong Aun does not receive any payment for his role as a Non-Executive Director.
2.
Lucinda Charles-Jones was appointed to the Board on 22 June 2022 and appointed as Chair of Remuneration Committee
on 1 January 2023.
3. Steven Esom stepped down from the Board on 31 December 2022.
4. Keith Laslop joined the Board on 1 September 2023.
Non-Executive Directors are entitled to receive fees and reasonable expenses only. Details of fees received are provided
on page 108.
These amounts are within the maximum annual aggregate amount of £750,000 currently permitted by the Company’s
Articles of Association.
Annual Report on Remuneration
102
The Rank Group Plc
Annual Report 2024
Group Overview
Strategic Report
Governance
Financial Statements
Historic Chief Executive pay, and total shareholder return chart (unaudited)
The tables below show former and current Chief Executive total remuneration over the last ten years
and their achieved annual variable and long-term incentive pay awards as a percentage of the plan
maximum. As with the single remuneration figure table above, the first table includes full vesting
of the 2017/18 LTIP in 2020/21 (notwithstanding that it is only accessible to the Chief Executive
in accordance with a three-year vesting schedule), please see footnotes to the table for further
information.
The same approach has been taken in the second table below in respect of the former chief executive
and the vesting of the 2014/15 LTIP:
John O’Reilly
(from 7 May 2018)
Single figure
of total
remuneration¹
Annual cash
bonus: actual
payout vs.
maximum
opportunity
LTIP vesting
rates against
maximum
opportunity
2023/24
(12 months)
£1,149,769
65.6%
0%
2022/23
(12 months)
£620,488
4.5%
0%
2021/22
(12 months)
£584,760
0%
0%
2020/21
(12 months)
£743,329
0%
6.1%
2019/20
(12 months)
£552,238
0%
n/a
2018/19
(12 months)
£580,328
0%
n/a
1.
Along with the other Executive and Non-Executive Directors, John O’Reilly volunteered a 20% reduction in salary with
effect from 1 April 2020 until 15 August 2020. His contracted salary continued to be used for the purposes of insured
benefits.
Henry Birch
(from 6 May 2014
until 7 May 2018)
Single figure
of total
remuneration¹
Annual cash
bonus: actual
payout vs.
maximum
opportunity
LTIP vesting
rates against
maximum
opportunity
2017/18
(10 months)
£487,006
0.00%
n/a
2016/17
(12 months)
£2,054,662
63.15%
37.50%
2015/16
(12 months)
£932,639
80.00%
n/a
2014/15
(12 months)
£916,010
87.20%
n/a
2013/14
(2 months)
£81,850
0.00%
n/a
Ian Burke
(until 16 May 2014)
Single figure
of total
remuneration¹
Annual cash
bonus: actual
payout vs.
maximum
opportunity
LTIP vesting
rates against
maximum
opportunity
2013/14
(10.5 months)
£663,804
0.00%
0.00%
1.
This included an exceptional discretionary bonus equal to 100% of base salary to reward exceptional efforts of the then
Chief Executive in creating additional sustainable long-term shareholder value via the transformation of the Company’s
balance sheet, that was paid by three equal instalments in September 2012, April 2013 and December 2013.
Total shareholder return
This graph shows the value, by 30 June 2024, of £100 invested in The Rank Group Plc on 30 June
2014, compared with the value of £100 invested in the FTSE 250 excluding Investment Trusts on the
same date. This index has been chosen to align with how we assess 50% of our TSR performance
under the LTIP, the other 50% being against a sector peer group, as described in the section above
‘2023/24 LTIP granted during the year (annual award)’.
Total shareholder return
(Source: Datastream)
Value (£) (rebased)
180
160
140
120
100
80
60
40
20
0
30/06/2014
30/06/2015
30/06/2016
30/06/2017
30/06/2018
30/06/2019
30/06/2020
30/06/2021
30/06/2022
30/06/2023
30/06/2024
The Rank Group Plc
FTSE 250 (excluding investment trusts)
This graph shows the value, by 30 June 2023, of £100 invested in The Rank Group Plc on 30 June 2013, compared with the
value of £100 invested in the FTSE 250 excluding Investment Trusts on the same date.
Leaving arrangements (Audited)
No payments in lieu of notice or for loss of office were made in the year.
Executive Director external appointments (Unaudited)
John O’Reilly is a non-executive director of Weatherbys Limited and a member of the board of trustees
of the prisoner befriending charity New Bridge Foundation.
Annual Report on Remuneration
The Rank Group Plc
Annual Report 2024
Group Overview
Strategic Report
Governance
Financial Statements
103
Share ownership guidelines and Directors’ interests in shares (Audited)
Increased share ownership guidelines of 200% of salary for all Executive Directors were approved at
the 2018 General Meeting, subject to there being sufficient free float. Executive Directors have five
years to build up shareholdings.
Shareholdings of Directors of the Company and its subsidiaries are not considered to be in public
hands for the purposes of determining the sufficiency of the percentage of shares in public hands
(the ‘free float’) in the context of qualification for a listing on the UK premium market. Up until
December 2021, the free float requirement was 25% and, in view of the low level of the Company’s
free float following the completion of Guoco Group Limited’s general offer for Rank in July 2011, the
shareholding guidelines for Executive Directors were suspended.
The suspension was lifted on 2 March 2015 when free float was comfortably in excess
of 25% but the guidelines were re-suspended on 22 June 2016. Following amendment to the UK
Listing Rules on 3 December 2021 so as to reduce the free float requirement level to 10%, the
Committee determined to lift the suspension and re-apply the share ownership guidelines with effect
from 1 July 2022
.
Directors’ shareholdings and details of unvested share awards as at 30 June 2023 and 30 June 2024
are set out in the table below. All awards were made as conditional awards:
Ordinary shares
as at
30 June 2023
Ordinary shares
as at
30 June 2024
Unvested share
awards subject
to performance
conditions as at
30 June 2023
Unvested share
awards subject
to continued
employment
only as at
30 June 2023
Unvested share
awards subject
to performance
conditions as at
30 June 2024
Unvested share
awards subject
to continued
employment
only as at
30 June 2024
Keith Laslop
1
0
22,000
n/a
n/a
n/a
n/a
Lucinda Charles-Jones
20,000
20,000
n/a
n/a
n/a
n/a
Chew Seong Aun
0
0
n/a
n/a
n/a
n/a
Katie McAlister
0
0
n/a
n/a
n/a
n/a
Alex Thursby
68,000
68,000
n/a
n/a
n/a
n/a
Karen Whitworth
20,000
20,000
n/a
n/a
n/a
n/a
Richard Harris
124,459
173,918
700,026
93,318
1,332,144
0
John O’Reilly
336,677
369,095
2,659,707
32,418
3,163,830
0
1. Keith Laslop joined the Board 1 September 2023.
John O’Reilly and Richard Harris are subject to shareholding guidelines of 200% of salary in shares
held. As of 30 June 2024, based on an average share price of 78.45p for the three months prior to
the 30 June 2024, John O’Reilly holds shares equivalent to 50% of salary, primarily derived through
personal investment, and Richard Harris holds shares equivalent to 36% of salary obtained during his
two years of service. Until holding requirements are met awards vesting will not be able to be sold and
will therefore increase their holdings. The Committee will continue to monitor the holdings so that
Executive Directors increase their holdings as appropriate.
Annual Report on Remuneration
104
The Rank Group Plc
Annual Report 2024
Group Overview
Strategic Report
Governance
Financial Statements
Dilution limits (Unaudited)
The Deferred Bonus Plan (‘DBP’) and Long Term Incentive Plan (‘LTIP’), being the Company’s only
equity-based incentive plans at present, incorporate the current Investment Association guidelines on
headroom which provide that overall dilution under all plans should not exceed 10% over a ten-year
period in relation to the Company’s issued share capital, with a further limitation of 5% in any ten-
year period for executive plans. The award made to Richard Harris on 6 May 2022 was granted outside
of the Company’s LTIP (as allowed for in Rule 9.4.2(2) of the UK Listing Rules) and will be satisfied by
market-purchased shares.
The Committee monitors the position and prior to the making of any award considers the effect
of potential vesting of awards to ensure that the Company remains within these limits. Any awards
which are required to be satisfied by market-purchased shares are excluded from the calculations. No
Treasury shares were held or utilised in the year ended 30 June 2024.
The current level of dilution, based on the maximum number of shares that could vest as at 30 June
2024 and on the basis that no shares under the Company’s current equity-based incentive plans are
currently required to be satisfied by market-purchased shares (it being noted that the Committee has
not yet made a decision in regards to this although the current expectation is that awards would be
satisfied with market-purchased shares) is set out below
:
Total awards
under
discretionary
schemes as at
30 June 2024
Percentage of
issued share
capital as at 30
June 2024
Maximum number of shares needed to satisfy existing unvested awards as at
30 June 2024
10,909,850
2.3%
Total number of shares issued in respect of awards granted after 30 June 2014
nil
0%
Total
10,909,850
2.3%
Relative importance of spend on pay (Unaudited)
The table below shows the expenditure and percentage change in overall spend on employee
remuneration and distributions paid to shareholders through the dividend paid and share buybacks in
the year (and previous year).
2023/24
2022/23
Percentage
change
Overall expenditure on pay
£246.6m
£221.6m
11%
Dividend paid in the year
nil
nil
n/a
Share buyback
nil
nil
n/a
Statement of change in pay of all Directors compared with other employees
(Unaudited)
The table below sets out the percentage change in each Director’s base salary/fee, benefits
and annual bonus amounts for the year ended 30 June 2024 versus previous year, alongside
the average change in gross earnings for all UK employees across the Group.
Please see footnotes to the table for further information:
Directors
Year¹
Salary²
Benefits²
Bonus
Chief Executive
3
2023/24 vs 2022/23
3.7%
-19.2%
0%
2022/23 vs 2021/22
3.3%
0.2%
n/a
2021/22 vs 2020/21
3.5%
4.2%
n/a
2020/21 vs 2019/20
2.4%
-1.8%
n/a
2019/20 vs 2018/19
-5.0%
-3.8%
n/a
Chief Financial
Officer
4
2023/24 vs 2022/23
4.4%
-19.6%
0%
2022/23 vs 2021/22
52.8%
20.7%
53.7%
2021/22 vs 2020/21
-21.4%
-31.0%
n/a
2020/21 vs 2019/20
4.4%
11.9%
n/a
2019/20 vs 2018/19
470.0 %
496.6%
n/a
Lucinda
Charles-Jones
6
2023/24 vs 2022/23
13%
n/a
n/a
2022/23 vs 2021/22
3,893%
n/a
n/a
2021/22 vs 2020/21
n/a
n/a
n/a
Katie McAlister
6
2023/24 vs 2022/23
14%
n/a
n/a
2022/23 vs 2021/22
4.0%
n/a
n/a
2021/22 vs 2020/21
477.5%
n/a
n/a
2020/21 vs 2019/20
n/a
n/a
n/a
2019/20 vs 2018/19
n/a
n/a
n/a
Alex Thursby
6
2023/24 vs 2022/23
9%
n/a
n/a
2022/23 vs 2021/22
0%
n/a
n/a
2021/22 vs 2020/21
2.8%
n/a
n/a
2020/21 vs 2019/20
27.2%
n/a
n/a
2019/20 vs 2018/19
107.8%
n/a
n/a
Karen
Whitworth
6
2023/24 vs 2022/23
9%
n/a
n/a
2022/23 vs 2021/22
2.3%
n/a
n/a
2021/22 vs 2020/21
4.7%
n/a
n/a
2020/21 vs 2019/20
61.7%
n/a
n/a
2019/20 vs 2018/19
n/a
n/a
n/a
Chew Seong
Aun
7
2023/24 vs 2022/23
n/a
n/a
n/a
2022/23 vs 2021/22
n/a
n/a
n/a
2021/22 vs 2020/21
n/a
n/a
n/a
2020/21 vs 2019/20
n/a
n/a
n/a
2019/20 vs 2018/19
n/a
n/a
n/a
Average
employees
8
2023/24 vs 2022/23
7%
5.5 %
40.6%
2022/23 vs 2021/22
9.7%
9.6%
491%
2021/22 vs 2020/21
8.6%
9.3%
-44.0%
2020/21 vs 2019/20
7.4%
-7.7%
1.6%
Annual Report on Remuneration
1.
Excludes any Non-Executive
Directors appointed during
2023/24.
2.
The Executive and Non-Executive
Directors volunteered a 20%
reduction in salary with effect
from 1 April 2020 until 15
August 2020. The table above
reflects such voluntary reduction.
Contracted salaries continued
to be used for the purposes
of insured benefits. The CEO
benefits reflect a voluntary
reduction in pension allowance
from January 2023.
3.
The figures for the Chief
Executive Officer show a year-on-
year decline in benefits due to a
reduction in contractual pension
allowance to align with the wider
workforce effective January 2023.
In addition, for this year’s report
we have adjusted the calculation
of benefits to align with the single
figure table which reflects taxable
benefits.
4.
The figures for the Chief
Financial Officer show a year-
on-year decline in benefits due
to a change for this year’s report
where we have adjusted the
calculation of benefits to align
with the single figure table which
reflects taxable benefits.
5.
Lucinda Charles-Jones was
appointed as Chair of the
Remuneration Committee on 1
January 2023. The year-on-year
uplift is as a result of having
a full year with Remuneration
Committee Chair fees versus
the prior year with only part
of the year with Remuneration
Committee Chair fees, as well as
uplifted NED fees.
6.
The year-on-year uplifts reflect
the fee changes that came into
effect in 1 July 2023 relative to no
increases for several years.
7.
Chew Seong Aun does not receive
any fees in respect of his role on
the Board.
8.
Calculated on basis of all UK
employees, including the Chief
Executive, which was determined
to provide the most meaningful
comparison, as no employees
are employed by The Rank Group
Plc. For 2018/19, individual
compensation elements are not
readily available to compare
separately as previously
disclosed on page 123 of
the 2020 Annual Report and
Accounts.
The Rank Group Plc
Annual Report 2024
Group Overview
Strategic Report
Governance
Financial Statements
105
CEO pay ratio (Unaudited)
The Committee considered the appropriate calculation approaches for the CEO pay ratio as set out in the
2013 Regulations. Consistent with the approach taken since 2021, for this year it has chosen Option C, as
it believes this to be the most appropriate due to the challenges of calculating full-time-equivalent pay for
UK employees. Option C enables the Company to use data other than, or in addition to, gender pay gap
information to identify the three UK employees as the best equivalents of the 25th, 50th and 75th percentiles.
Having identified these colleagues based on pay and benefits as at 5 April 2023, the total remuneration is
calculated on a similar basis as the Chief Executive single total figure of remuneration. This requires:
Starting with colleague pay that was calculated based on actual base pay, benefits, allowances, bonus and
long-term incentives for the 12 monthly and 13 four-weekly payrolls within the full financial year. Earnings
for part-time colleagues are annualised on a full-time-equivalent basis to allow equal comparisons;
Adding in the employer pension contribution;
Future years’ ratios will be disclosed building incrementally to show the ratios over a ten-year period; and
To ensure the data accurately reflects individuals at each quartile, the single figure values for individuals
immediately above and below the identified employee at each quartile were also reviewed.
The table below shows the ratio of Chief Executive pay in 2023/24, using the single total figure remuneration
as disclosed on page 100 to the comparable, indicative, full-time-equivalent total reward of those colleagues
whose pay is ranked at the 25th, 50th and 75th percentiles in our UK workforce.
Year
25th percentile
ratio
50th percentile
ratio
75th percentile
ratio
2024 figures
(Option C)
47.1
46.1
36.1
2023 figures
(Option C)
28:1
26:1
21:1
2022 figures
(Option C)
30:1
28:1
23:1
2021 figures¹
(Option C)
39:1
38:1
30:1
2023/24
Salary
2023/24 Total
pay and benefits
CEO
£539,617
£1,149,769
25th percentile
£23,795
£24,223
50th percentile
£24,960
£25,401
75th percentile
£30,992
£31,921
1.
The 2013 Regulations require the full value of the 2017/18 LTIP Block award to be included in the 2021 figures. The
2021, 2022 and 2023 figures have been restated to include the actual value of the first, second and third tranche of the
2017/18 block LTIP at vesting.
The change in ratios is indicative of the payment of bonus and share plan vesting for the FY24 performance year, and as
part of the CEO’s remuneration package, as a result of the improved performance.
Gender pay gap (Unaudited)
The Committee reviewed and approved Rank’s Gender Pay Gap Report, which can be found at www.
rank.com. The report, in line with regulations provides gender pay gap calculations as of 5 April 2023.
The published results show across all UK-based employees, our median Gender Pay Gap for April
2023 is 5.2%. This is a decrease of 6.4% year-on-year. Our mean Gender Pay Gap also reduced, from
23.5% to 12.9%. Most of our colleagues work across our venues and are paid on fixed hourly rates
based on their location and role. Due to our venues playing a part in the nighttime economy, there is
often a greater emphasis on incentive plans, premiums for working unsociable hours, overtime hours,
and higher pay rates to offset these demands. We observe that our venues that operate later into the
evening have a higher proportion of male employees. This prevalence influences the gender pay level
differences. Accepting that much of our working environment operates during later nighttime hours,
we are pleased to see that we are tracking in the right direction.
Our median Gender Bonus Gap analysis for April 2023 was 16.0%. The mean Gender Bonus Gap
decreased to 31.8%, a change of 30%. While we report on the proportion of colleagues receiving a
bonus as a percentage of total employees, not all colleagues are eligible to receive a bonus. When
we look at the total group of colleagues who were actually eligible to receive a bonus, a slightly larger
proportion of females than males ended up receiving a bonus (Females 31%, Males 29%).
The Committee and Management remain committed to doing everything that it can to reduce any
gender pay and bonus gaps and address the balance of men and women employed in roles across the
various job levels within the Group.
Committee activity during the year (Unaudited)
Matters discussed by the Committee during the year include the following:
Analysis of shareholder voting at the 2023 Annual General Meeting and annual remuneration report;
Approach to the 2024 Policy Review and engagement with a significant proportion of shareholders
on the proposed changes;
April 2024 fixed pay review;
2022/23 and 2023/24 annual bonus outcomes;
2024/25 annual bonus plan structure (including ESG);
2024/25 LTIP grant performance measures and targets;
2017/18 block award, Recovery Incentive Scheme and 2021/22 LTIP grant performance;
Review and approval of remuneration of the Chair, Executive Directors, Executive Committee and
other senior management;
Alignment of the Executive Directors remuneration with the wider force;
Corporate governance and regulatory matters;
Executive Director shareholding guidelines and the Company’s free float position;
Review and approval of the annual remuneration report 2023;
Review and approval of the Company’s Gender Pay Gap Report 2023; and
Reviewing the Committee’s effectiveness.
Annual Report on Remuneration
106
The Rank Group Plc
Annual Report 2024
Group Overview
Strategic Report
Governance
Financial Statements
Advisers to the Committee (Unaudited
)
The Committee has access to external information and research on market data and trends from
independent consultants. The Committee was advised by the UK Executive Compensation practice
of Alvarez & Marsal (‘A&M’) until the August 2023 Committee meeting, after which Deloitte were
appointed from August 2023 as external remuneration advisers to the Committee. Both A&M and
Deloitte are signatories to the Remuneration Consultants’ Code of Conduct, which requires their
advice to be impartial, and they have confirmed their compliance with the Code to the Committee.
During the year, the Committee requested A&M and Deloitte respectively to advise on all aspects of
remuneration practice, including but not limited to the provision of benchmarking data, guidance on
forthcoming changes to and application of remuneration related regulations and insight on market
practices. A&M fees totalled £28,915, and Deloitte fees totalled £108,950 for services provided to the
Committee during the year (fees are based on hours spent). A&M and Deloitte did not provide any
services other than advice in relation to remuneration practice to the Group during the period under
review and thereafter the Committee is satisfied that the advice provided was independent.
Committee evaluation (Unaudited)
It is incumbent on the Board to ensure that a formal and rigorous review of the effectiveness of the
Committee is conducted each year. The Committee’s progress against last year’s actions are set out
below. During 2023/24, Rank’s evaluation exercise was focused at Board level, facilitated externally
by Lintstock Limited. As part of the process, the review commented on whether the Committee was
operating effectively. It was concluded that the Committee was operating effectively.
Progress on focus areas during the year
Agreed actions
Progress made during 2023/24
1
Finalise the Executive
Remuneration policy renewal
ahead of shareholder
approval at the 2024 AGM.
During the year, with support from our external advisers, we
drafted our proposed policy renewal. We then engaged with
our larger shareholders and proxy agencies on the proposed
Remuneration Policy renewal, offering opportunities to have
one-to-one discussions on the proposed changes, before
finalising our position.
2
Continue to embed ESG
metrics in reward.
We continue to monitor the impact of the four ESG targets
specified in the Executive Director reward and have
concluded to continue using them for another year, subject
to a review in the coming year on the ongoing approach to
ESG targets.
3
Continue to review market
benchmarking and practice.
In partnership with our newly appointed external advisers
(appointed during the financial year), we performed a
comprehensive market practice and benchmarking exercise
to inform our new Remuneration Policy.
Focus for 2024/25
Following the outcomes of this year’s Board effectiveness review and as part of the Committee’s
annual evaluation exercise and consideration of matters for the forthcoming year, we agreed that our
focus for the year ahead should be to:
1. Engage with our major shareholders ahead of the Remuneration Policy renewal in 2024.
2. Continue to embed ESG metrics and assess ESG targets for the wider Executive Committee.
3. Continue to consider external insights on remuneration trends and best practices.
Statement of shareholder voting (Unaudited)
The table below shows the outcome of the vote on the 2022/23 Directors’ Remuneration Report at the
October 2023 Annual General Meeting. Votes are shown both including and excluding the Company’s
majority shareholder:
October 2023 – Annual Report on Directors’ Remuneration:
No. of votes
‘For’ and
‘Discretionary’
% of
votes
cast
No. of
votes
‘Against’
% of
votes
cast
Total no. of
votes cast
% of total
shareholders
eligible to
vote
No. of
votes
‘Withheld’¹
Including
majority
shareholder
434,215,346
99.96
169,954
0.04
434,385,300
92.73
52,989
Excluding
majority
shareholder²
165,190,240
99.90
169,954
0.10
165,360,194
82.93
52,989
1. A vote ‘withheld’ is not a vote in law.
2.
Total ordinary shares in issue at the date of the meeting were 468,429,541. Total ordinary shares held by shareholders
excluding the controlling shareholder at the date of the meeting were 199,404,435.
Implementation of policy in 2023/24 (Unaudited)
Salaries and Benefits
Salaries will be reviewed during the year at the same time as the wider workforce, with the expectation
that any changes agreed by the Committee will be effective 1 April 2025. Current base salaries are as
follows:
John O’Reilly – £551,668
Richard Harris – £381,100
There are no planned changes to any benefits or allowances.
Pension policy
Following the reduction in allowance for John O’Reilly effective from 1 January 2023, there will be no
change to current pension arrangements, with both Executive Directors receiving allowances in lieu
of pension contributions:
John O’Reilly – 3% of contracted salary (less lower earnings limit)
Richard Harris – 3% of contracted salary (less lower earnings limit)
Annual Report on Remuneration
The Rank Group Plc
Annual Report 2024
Group Overview
Strategic Report
Governance
Financial Statements
107
Annual bonus
Subject to shareholder approval of the revised Policy, the maximum bonus potential for John O’Reilly
will be 175% of salary, and 135% of salary for Richard Harris. 85% of the maximum bonus opportunity
will remain based on financial measures, split between the following performance measures:
75% based on adjusted Earnings Before Interest and Tax
10% based on net gaming revenue
The remaining 15% of bonus opportunity will be based on a quantitative assessment against
Environmental, Social and Governance (‘ESG’) targets, including:
Improvement in our colleague engagement score;
An improvement in colleague net promoter score on Safer Gambling measures;
A reduction in our carbon intensity metric; and
Customer engagement with Safer Gambling measures.
This is in addition to the continued assessment of a robust control environment including Safer
Gambling practices which could impact the size of any bonus award based upon weaknesses
in control systems, lack of progress against key initiatives in the year or as a consequence of
enforcement action for example by the Gambling Commission.
Disclosure of the financial targets is considered commercially sensitive and therefore will be disclosed
retrospectively in next year’s report.
Any bonus payable in excess of 100% of salary for John O’Reilly and 80% of salary for Richard Harris
will be deferred into shares under the deferred bonus plan for two years. The remainder will be
payable in cash.
Long-term incentives
It is anticipated that an annual award will be made to Executive Directors in 2024/25. 40% of the
award will vest by reference to relative total shareholder return (with 20% by reference to performance
against an industry peer group and 20% by reference to performance against companies comprising
the FTSE 250 (excluding investment trusts)), and 60% of the award will vest by reference to
underlying earnings per share. Subject to shareholder approval of the revised Policy, it is intended that
John O’Reilly will receive an award at 175% of salary and that Richard Harris will receive an award at
135% of salary, with such awards to be made within six weeks of the date of this report.
The performance conditions will be based on performance in the 2026/27 financial year. The award
will vest, subject to meeting the performance targets and continued employment, on the third
anniversary of grant. Vesting will take into consideration any current or impending safer gambling
sanction and Rank’s suitability to operate.
The strategic targets are deemed commercially sensitive and will be disclosed at the
time of vesting.
Weighting
Threshold target
Stretch target
Threshold vesting
(% of max)
TSR1
40%
Median
Outperform
median by 25%
10%
Underlying EPS
60%
9.7p
12.2p
15%
Total
100%
25%
1.
Vesting of TSR measures will be subject to relative performance of both a gaming comparator group and FTSE 250 (excluding investment trusts),
equally weighted.
Alignment with the wider workforce
In applying the Remuneration Policy for 2023/24, the Committee considers and where possible, aligns
practices across the Group:
Executive Directors
All employees
Salary
A 3% increase in salary for the Chief
Executive and the Chief Financial Officer.
The average increase in salary across the Group was 4.5%,
including an average increase of 3% for Management and
Leadership .
Pension
A pension allowance equal to 3% of
salary (minus the lower earnings limit).
Outside of statutory pension provisions, a company
contribution of between 3% and 10% is offered based on
seniority and location.
Bonus
Bonus aligned to adj. EBIT, NGR and ESG
outcomes.
Award levels vary by seniority. For 2024/25, leadership
bonuses globally align with the structure applied to
the Executive Directors. Below leadership we operate a
number of different bonus and incentive plans based on
the contribution expected by the employee.
LTIP
2025 LTIP award subject to rTSR, EPS and
strategic objectives. Two-year holding
requirement post vesting.
We apply the same performance conditions to awards
offered to senior leadership roles across the Group,
however, award levels vary by seniority with no two-year
holding requirement post vesting.
Non-Executive Director fees
Non-Executive Director annual base and additional fees effective 1 July 2024 comprise:
Fee
Board Chair
£180,250
Base Non-Executive annual fee
£53,560
Audit Committee Chair
£9,270
Remuneration Committee Chair
£9,270
ESG and Safer Gambling Committee Chair
£9,270
Senior Independent Director
£6,180
Following a review, the fees were increased by 3% from their prior level with effect from 1 July 2024.
Annual Report on Remuneration
108
The Rank Group Plc
Annual Report 2024
Group Overview
Strategic Report
Governance
Financial Statements
The Directors present their report together with the audited consolidated
financial statements for the year ended 30 June 2024.
The Companies Act 2006 (‘CA 2006’), the Large and Medium-sized Companies and Groups
(Accounts and Reports) Regulations 2008, the Companies (Disclosure of Auditor Remuneration and
Liability Limitation Agreements) Regulations 2008, the Financial Reporting Council’s UK Corporate
Governance Code (July 2018), the Financial Conduct Authority’s (‘FCA’) Listing Rules (‘LR’) and the
FCA’s Disclosure Rules and Transparency Rules (‘DTR’) contain mandatory disclosure requirements
in relation to this Annual Report in respect of the year ended 30 June 2024.
The Directors’ Report should be read in conjunction with the Strategic Report.
Strategic Report disclosures – Information that the Board considers to be of strategic importance
which would otherwise need to be disclosed in the Directors’ Report has been included in the
Strategic Report as permitted by section 414C(11) of the CA 2006.
References to where that information can be found are provided in the index below.
Information required in the Directors’ Report which has been disclosed
within the Strategic Report
Location in Strategic Report
Page number
Business description
Our business
Inside cover,
3 and 6 to 9
Business objectives, strategies and likely future developments
Our strategy
6 to 11, 13 to 17
and 29 to 31
Corporate responsibility: employees and community
(including hiring, continuing employment and training,
career development and promotion of disabled persons)
Our approach to ESG
15 to 17 and 32
to 42
Diversity
Colleagues
42
Dividends
Chief Executive’s statement
13
Stakeholder engagement
Stakeholder engagement
32 to 35
Going concern and viability statement
Compliance statements
63 to 64
Greenhouse gas emissions
Environment
43
Particulars of important events affecting the Company and its
subsidiary undertakings occurring after the year end
Chief Executive’s statement
13
Principal risks and uncertainties
Risk management
57 to 62
Profits
CFO’s review
53
Research and development
Our strategy
Customers and customer
insights
Stakeholder engagement
6, and 15 to 17
40 to 41
32 to 35
Disclosures required under LR 9.8.4 R
For the purposes of LR 9.8.4C R, details of the existence of the controlling shareholder relationship
agreement, required to be disclosed in accordance with LR 9.8.4 R, can be found on page 110. There
are no other disclosures required under this Listing Rule.
Directors
The Directors who served during the period under review are:
Name
Position
Notes
Lucinda Charles-Jones
Non-Executive Director
Chew Seong Aun
Non-Executive Director
Keith Laslop
Non-Executive Director
Appointed to the Board 1 September 2023
Richard Harris
Chief Financial Officer
Katie McAlister
Non-Executive Director
John O’Reilly
Chief Executive
Alex Thursby
Chair
Karen Whitworth
Senior Independent Director
Incorporation and registered office
The Rank Group Plc is incorporated in England and Wales under company registration number
03140769. Its registered office is at TOR, Saint-Cloud Way, Maidenhead SL6 8BN.
Stock market listing
The ordinary shares of the Company have been listed on the Official List and traded on the main
market of the London Stock Exchange for listed securities since 7 October 1996 (Share Code: RNK
and ISIN: GB00B1L5QH97). As of 29 July 2024, they are classified as equity shares in commercial
companies (Combined Listing Category) following changes to the listing categories announced by the
Financial Conduct Authority in accordance with Consultation paper CP23/10 published in May 2023.
Prior to this they were premium listed. The share registrar is Equiniti Limited.
Share capital
The Company’s authorised share capital as at 30 June 2024 was £180m (£180m as at 30 June
2023), divided into 1,296,000,000 ordinary shares of 13 8/9p each. The ordinary shares are listed
on the London Stock Exchange and can be held in certificated or uncertificated form. There were
468,429,541 shares in issue at the period end (468,429,541 as at 30 June 2024), which were held
by 8,885 registered shareholders (9,296 as at 30 June 2023). Details of movements in issued share
capital can be found in note
24 of the Financial Statements.
Range
Total no. of
registered
shareholders
% of holders
Total no.
of shares
% of
issued share
capital
1 – 1,000
7,708
86.75
1,338,075
0.29
1,001 – 5,000
864
9.73
1,755,351
0.37
5,001 – 10,000
94
1.06
657,830
0.14
10,001 – 100,000
137
1.54
4,493,196
0.96
100,001 – 1,000,000
55
0.62
19,414,848
4.14
1,000,001 and above
27
0.30
440,770,241
94.10
Totals
8,885
100.00
468,429,541
100.00
Director’s Report
The Rank Group Plc
Annual Report 2024
Group Overview
Strategic Report
Governance
Financial Statements
109
Director’s Report
Significant shareholders
GuoLine Capital Assets Limited (‘GuoLine’), the ultimate parent company of Guoco
Group Limited (‘Guoco’), has a controlling interest in Rank consequent upon the
general offer made by its Hong Kong-listed subsidiary company, Guoco, via its
wholly-owned subsidiary, Rank Assets Limited (then known as All Global Investments
Limited), and which completed on 15 July 2011. GuoLine became the ultimate parent
company of Guoco (in place of Hong Leong Company (Malaysia) Berhad (‘Hong
Leong’), which was previously its parent company) on 16 April 2021 as a result of an
internal restructure of the majority shareholder (the ‘Restructure’). GuoLine is based
in Jersey and, together with its subsidiaries, is engaged in the businesses of banking
and financial services, manufacturing and distribution, property development and
investments and hospitality and leisure.
As at 30 June 2024 and as at the date of this report, GuoLine’s interest is held as
follows:
56.15% – Rank Assets Limited, a wholly-owned subsidiary of Guoco;
4.09% – GuoLine (Singapore) Pte Ltd, a wholly-owned subsidiary of GuoLine.
On 10 November 2014, Rank entered into an agreement with Hong Leong and
Guoco in accordance with the requirements of LR 9.2.2A R(2)(a) (the ‘Relationship
Agreement’). Further to the Restructure, Hong Leong, Guoco and Rank agreed to
novate the Relationship Agreement such that with effect from 16 April 2021, the parties
to the Relationship Agreement are Rank, Guoco and GuoLine. As at 30 June 2024 the
terms of the Relationship Agreement remain unchanged.
During the period under review Rank has complied with the independence provisions
included in the Relationship Agreement. So far as Rank is aware, the independence
provisions included in the Relationship Agreement have been complied with during
the period under review by Hong Leong, GuoLine, Guoco and associates. So far as
Rank is aware, the procurement obligations included in the Relationship Agreement
have been complied with during the period under review by the Hong Leong, GuoLine,
Guoco and associates.
Interests of 3% or more
As at 30 June 2024 and 31 July 2024 the following interests of 3% or more of the total
voting rights attached to ordinary shares have been disclosed in response to Section
793 of the Companies Act 2006 (‘CA 2006’) notices issued by the Company.
As at 30 June 2024
As at 31 July 2024
Shareholder
% held
Voting rights
% held
Voting rights
GuoLine Capital Assets Limited
60.25
282,225,106
60.25
282,225,106
Lombard Odier Investment Managers
7.60
35,585,538
7.95
37,242,323
Aberforth Partners
7.49
35,108,551
7.53
35,275,421
abrdn
3.34
15,658,554
3.19
14,928,966
Substantial shareholdings
Under the FCA’s Listing Rule 6.1.14 3R, shares held by persons who have an interest
in 5% or more of a listed company’s share capital are not regarded as being in public
hands (the ‘free float’). Under this rule, the shares held by GuoLine, Lombard Odier
Investment Managers and Aberforth Partners are not regarded as being in public
hands. The Company’s free float position (according to responses to Section 793
notices) as at 30 June 2024 was 24.18% (26% as at 30 June 2023).
Employee Benefit Trust
As at 30 June 2024, Rank’s Employee Benefit Trust, The Rank Group
Plc EBT, (the ‘Trust’) held 41,955 ordinary shares in the Company for
allocation under the Company’s share schemes. Any voting or other
similar decisions in relation to the shares held by the Trust would be
taken by the Trustees, who may take account of any recommendations
of the Company. The Trustees have waived their right to receive
dividends of the shares held in the Company.
Rights and restrictions attaching to shares
Voting rights
Each ordinary share carries the right to one vote at general meetings of
the Company.
Meeting rights
Registered holders of ordinary shares are entitled to attend and speak at
general meetings and to appoint proxies.
Information rights
Holders of ordinary shares are entitled to receive the Company’s Annual
Report and Financial Statements.
Share transfer restrictions
There are no specific restrictions on the transfer of shares contained in
the Company’s Articles of Association.
The Company is not aware of any agreements between the holders of
Rank shares that may result in restrictions on the transfer of shares or
that may result in restrictions on voting rights.
Variation of rights
Subject to applicable legislation, the rights attached to Rank’s ordinary
shares may be varied with the written consent of the holders of at
least three-quarters in nominal value of those shares, or by a special
resolution passed at a general meeting of the ordinary shareholders.
Directors’ powers in relation to shares
Allotment and issue of shares
Subject to the provisions of the CA 2006, and subject to any resolution
passed by the Company pursuant to the CA 2006 and other shareholder
rights, shares in Rank may be issued with such rights and restrictions
as the Company may by ordinary resolution decide. If there is no such
resolution or so far as the Company does not make specific provision,
they may be issued as Rank’s Board may decide. Subject to the
Company’s Articles of Association, the CA 2006 and other shareholder
rights, unissued shares are at the disposal of the Board.
The Company currently has no shareholder authority to allot and grant
rights over any proportion of the Company’s unissued share capital,
nor does it have shareholders’ authority to allot and grant rights over
ordinary shares without first making a pro rata offer to all existing
ordinary shareholders. Neither of these authorities is required for the
purpose of allotting shares pursuant to employee share schemes.
Market purchases of own shares
The Company currently has no shareholder authority to make market
purchases of its own shares. As the Board has no present intention of
making a market share purchase of its own shares, this shareholder
approval will not be sought at the forthcoming Annual General Meeting.
Directors’ other powers
Subject to legislation, the Directors may exercise all the powers
permitted by the Company’s Memorandum and Articles of Association.
A copy of these can be obtained by writing to the Company Secretary,
or from Companies House.
Change of control
The Company’s principal term loan and credit facility agreements
contain provisions that, on a change of control of Rank, immediate
repayment can be demanded of all advances and any accrued interest.
The provisions of the Company’s share schemes and incentive plans
may cause options and awards granted to employees to vest in the event
of a takeover.
A change of control may also affect licences to operate, as specified in
the provisions of the Gambling Act 2005, Gibraltar Gambling Act 2005
and the Spanish Gaming Act 2011.
Political donations
No political donations were made during the period under review.
It has been Rank’s long-standing practice not to make cash payments
to political parties and the Board intends that this will remain the
case. However, the CA 2006 is very broadly drafted and could catch
activities such as funding seminars and other functions to which
politicians are invited, supporting certain bodies involved in policy
review and law reform and matching employees’ donations to certain
charities. Accordingly, as in previous years, the Directors will be seeking
shareholders’ authority for political donations and political expenditure
at the forthcoming Annual General Meeting in case any of Rank’s
activities are inadvertently caught by the legislation.
Disclosure of information to auditor
Each of the Directors of the Company at the date of this report confirms
that:
so far as the Director is aware, there is no information needed by the
Company’s auditor in connection with preparing their report of which
the Company’s auditor is unaware; and
he/she has taken all the steps that he/she ought to have taken as a
Director in order to make himself/herself aware of any information
needed by the Company’s auditor in connection with preparing their
report and to establish that the Company’s auditor is aware of that
information.
By order of the Board
Brian McLelland
Company Secretary
14 August 2024
110
The Rank Group Plc
Annual Report 2024
Group Overview
Strategic Report
Governance
Financial Statements
Annual Report and Financial Statements
The Directors are responsible for preparing the Annual Report (including the Directors’ Report, the
Strategic Report, the Directors’ Remuneration Report and the Corporate Governance Statement)
and the Financial Statements of the Group and the Company, in accordance with applicable United
Kingdom law and regulations.
Company law requires the Directors to prepare Group and Company financial statements for each
financial year. Under that law, the Directors have elected to prepare Group and Company financial
statements in accordance with UK-adopted International Accounting Standards and in accordance
with the Companies Act 2006 (‘CA 2006’). Under company law the Directors must not approve the
Group and Company financial statements unless they are satisfied that they give a true and fair view of
the state of affairs of the Group and Company and of the profit or loss of the Group for that period.
In preparing the Group and Company financial statements, the Directors are required to:
Select suitable accounting policies in accordance with IAS 8 Accounting Policies, Changes in
Accounting Estimates and Errors and then apply them consistently;
Present information, including accounting policies, in a manner that provides relevant, reliable,
comparable and understandable information;
Make judgements and accounting estimates that are reasonable and prudent;
Provide additional disclosures when compliance with the specific requirements in UK-adopted
International Accounting Standards is insufficient to enable users to understand the impact of
particular transactions, other events and conditions on the Group and Company’s financial position
and final performance;
State whether the Group and Company financial statements have been prepared in accordance with
CA 2006 and UK-adopted International Accounting Standards, subject to any material departures
disclosed and explained in the financial statements; and
Prepare the Financial Statements on the going concern basis unless it is appropriate to presume
that the Group and Company will not continue in business.
Directors’ Responsibilities
Accounting records
The Directors are responsible for keeping adequate accounting records that are sufficient to show and
explain the Group and Company’s transactions and disclose with reasonable accuracy, at any time, the
financial position of the Group and the Company and ensure that the Group and Company financial
statements comply with the Companies Act 2006.
Safeguarding assets
The Directors are also accountable for safeguarding the assets of the Group and the Company and
hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Corporate website
The maintenance and integrity of Rank’s corporate website, www.rank.com, on which this Annual
Report and Financial Statements are published, is the Board’s responsibility. We would draw attention
to the fact that legislation in the United Kingdom on the preparation and publication of financial
statements may differ from that in other jurisdictions.
Statement of Directors’ responsibilities
The Annual Report and Financial Statements are the responsibility of, and have been approved by,
the Directors.
Each of the Directors named on pages 72 to 73 confirms that to the best of his/her knowledge:
– The Annual Report and Financial Statements, taken as a whole, are fair, balanced and
understandable and provide the information necessary for shareholders to assess the Group’s
performance, business model and strategy;
– The Group and Company Financial Statements, prepared in accordance with UK-adopted
International Accounting Standards and in accordance with the Companies Act 2006, give a true and
fair view of the assets, liabilities, financial position and profit of the Company and the undertakings
included in the consolidation taken as a whole; and
– The Strategic Report includes a review of the development and performance of the business and the
position of the Group and Company and the undertakings included in the consolidation taken as a
whole, together with a description of the risks and uncertainties that they face.
On behalf of the Board
John O’Reilly
Chief Executive
Richard Harris
Chief Financial Officer
14 August 2024
The Rank Group Plc
Annual Report 2024
Group Overview
Strategic Report
Governance
Financial Statements
111
Financial
Statements
In this section:
113
Independent auditor’s report
120
Group income statement
121
Group statement of comprehensive
(loss) income
122
Balance sheets
124
Statements of changes in equity
125
Statements of cash flow
126
Notes to the financial statements
181
Five-year review
182
Shareholder information
112
The Rank Group Plc
Annual Report 2024
Group Overview
Strategic Report
Governance
Financial Statements
Opinion
In our opinion:
The Rank Group Plc’s group financial statements and
Parent company financial statements (the “financial
statements”) give a true and fair view of the state of the
group’s and of the parent company’s affairs as at 30
June 2024 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 adopted
international accounting standards as applied in
accordance with section 408 of the Companies Act
2006; and
the financial statements have been prepared in
accordance with the requirements of the Companies
Act 2006.
We have audited the financial statements of The Rank
Group Plc (the ‘Parent company’) and its subsidiaries
(the ‘group’) for the year ended 30 June 2024 which
comprise:
Group
Parent company
Consolidated balance sheet
as at 30 June 2024
Balance sheet as at 30 June
2024
Consolidated income
statement for the year then
ended
Statement of changes in
equity for the year then ended
Consolidated statement of
comprehensive income for the
year then ended
Statement of cash flows for
the year then ended
Consolidated statement of
changes in equity for the year
then ended
Related notes 1 to 34 to the
financial statements, including
material accounting policy
information
Consolidated statement of
cash flows for the year then
ended
Related notes 1 to 34 to the
financial statements, including
material accounting policy
information
The financial reporting framework that has been applied
in their preparation is applicable law and UK adopted
international accounting standards and as regards the parent
company financial statements, as applied in accordance with
section 408 of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with
International Standards on Auditing (UK) (ISAs
(UK)) and applicable law. Our responsibilities
under those standards are further described in the
Auditor’s responsibilities for the audit of the financial
statements section of our report. We believe that the
audit evidence we have obtained is sufficient and
appropriate to provide a basis for our opinion.
Independence
We are independent of the group and parent in accordance
with the ethical requirements that are relevant to our audit
of the financial statements in the UK, including the FRC’s
Ethical Standard as applied to listed public interest entities,
and we have fulfilled our other ethical responsibilities in
accordance with these requirements.
The non-audit services prohibited by the FRC’s Ethical
Standard were not provided to the group or the parent
company and we remain independent of the group and the
parent company in conducting the audit.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that
the directors’ use of the going concern basis of accounting
in the preparation of the financial statements is appropriate.
Our evaluation of the directors’ assessment of the group
and parent company’s ability to continue to adopt the going
concern basis of accounting included:
In conjunction with our walkthrough of the Group’s
financial statement close process, we confirmed our
understanding of Rank’s going concern assessment
process as well as the review controls in place in relation
to the going concern model and management’s Board
memoranda;
We have obtained an understanding of management’s
rationale for the use of the going concern basis of
accounting. To challenge the completeness of the
assessment, we have independently identified factors that
may indicate events or conditions that may cast doubt over
the entity’s ability to continue as a going concern;
We have performed the following procedures;
Managements’ assessment and assumptions
We confirmed our understanding of Rank’s going concern
assessment process, including how principal and
emerging risks were considered;
We obtained the cash flow forecast models prepared by
management to 31 August 2025 used by the Board in its
assessment, checking their arithmetical accuracy and
agreed the forecasts to the Board approved budgets;
We evaluated the appropriateness of the duration of the
going concern assessment period to 31 August 2025
and considered the existence of any significant events
or conditions beyond this period based on our enquiries
of management, Group’s five year plan and knowledge
arising from other areas of the audit.
We obtained the cash flow, covenant forecasts and
sensitivities for the going concern period prepared
by management to 31 August 2025 used by the Board
in its assessment and tested for arithmetical accuracy
of the models and agreed the forecasts to the Board
approved budgets. We assessed the reasonableness of the
cashflow forecast by analysis of management’s historical
forecasting accuracy and understanding how anticipated
growth would be delivered.
We evaluated the key assumptions used by management
in preparing the modelling and corroborated those to
evidence from external sources where available, and
considered contrary evidence by considering industry
data and forecasts and analyst expectations.
We stress tested the model by performing independent
severe but plausible scenario and noted no liquidity or
covenant breaches within going concern period.
The audit procedures performed in evaluating the
director’s assessment were performed by the Group
audit team, however, we considered the financial and
non-financial information communicated to us from
our component teams as sources of potential contrary
indicators which may cast doubt over the Going Concern
assessment.
We considered whether the Group’s forecasts in the going
concern assessment were consistent with other forecasts
used by the Group in its accounting estimates, including
non-current asset impairment and deferred tax asset
recognition.
Refinancing and bank covenant compliance
We reviewed the refinancing and checked that the terms
attached to the new loan agreements were correctly
factored into the going concern models.
We obtained all the group’s existing borrowing facility
agreements and performed a detailed examination of all
agreements, to assess their continued availability to the
Group throughout the going concern period and to ensure
completeness of covenants identified by management. We
engaged our internal debt specialist in understanding the
covenant compliance relating to the agreements in place.
We assessed the accuracy of management’s covenant
forecast model on the base case, verifying inputs to board
approved forecasts and facility agreement terms.
We evaluated the compliance of the Group with debt
covenants in the forecast period by reperforming
calculations of the covenant tests. We further assessed
the impact of the downside risk scenarios on covenant
compliance and applied sensitivity analysis;
Stress testing and evaluation of management’s
plans for future actions
We considered management’s downside scenarios of
the Group’s cash flow forecast models and their impact
on forecast liquidity and forecast covenant compliance.
Specifically, we considered whether the downside risks
were reasonably possible, but not unrealistic and further
considered whether the adverse effects could arise
individually and collectively.
We considered the reverse stress test to understand what
it would take to breach available liquidity and exhaust
covenant headroom.
We considered the likelihood of management’s ability to
execute feasible mitigating actions available to respond to
the downside risk scenarios based on our understanding
of the Group and the sector, including considering
whether those mitigating actions were controllable
by management.
Disclosures
We considered whether management’s disclosures in the
financial statements sufficiently and appropriately reflect
the going concern assessment including key judgements
made and outcomes underpinning Group’s ability to
continue as a going concern for the period up to the
31 August 2025.
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Independent Auditor’s Report to the members of the Rank Group Plc
Our key observations
The directors’ assessment forecasts that the Group will
maintain sufficient liquidity and covenant compliance
throughout the going concern assessment period.
Management’s assessment was supported by a downside
scenarios with severe but plausible declines in revenue
and increased costs. Management’s assessment was also
supported by a reverse stress test (extreme scenario) with
a more severe decline in revenue which was concluded to
be implausible.
The downside scenarios assumed material decrease in
forecasted revenue offset by mitigating actions within
managements control. Management considers such
scenarios to be remote, however, in such unlikely event
management consider that the impact can be mitigated by
further cash and cost saving measures which are within
their control, during the going concern period.
We note that management has performed an assessment
to consider whether any events outside of the going
concern period beyond 31 August 2025 need to be
considered in the context of management’s conclusion.
No such matters were noted. The maturity of the revolving
credit facilities at the end of October 2026 is more than
one year from the end of the going concern period (31
August 2025) does not constitute a significant event or
condition that may cast doubt over the entity’s ability to
continue as a going concern.
Based on the work we have performed, we have not identified
any material uncertainties relating to events or conditions
that, individually or collectively, may cast significant doubt
on the group and parent company’s ability to continue as a
going concern for a period to 31 August 2025.
In relation to the Group and Parent company’s reporting
on how they have applied the UK Corporate Governance
Code, we have nothing material to add or draw attention
to in relation to the directors’ statement in the financial
statements about whether the directors considered it
appropriate to adopt the going concern basis of accounting.
Our responsibilities and the responsibilities of the directors
with respect to going concern are described in the relevant
sections of this report. However, because not all future
events or conditions can be predicted, this statement is not
a guarantee as to the group’s ability to continue as a going
concern.
Overview of our audit approach
Audit scope
We performed an audit of the complete
financial information of four components
and audit procedures on specific balances
for a further eighteen components.
The components where we performed full or
specific audit procedures accounted for 99%
of Revenue, 93% of Absolute Profit before tax
and 99% of Total assets.
Key audit
matters
Impairment and impairment reversal of
tangible and intangible assets
Compliance with laws and regulations
Revenue recognition including the risk of
management override
Materiality
Overall group materiality of £3.6m which
represents 0.5% of revenue.
Parent Company is determined to be £5.0m
which is 1% of equity.
An overview of the scope of the parent company
and group audits
Tailoring the scope
Our assessment of audit risk, our evaluation of materiality
and our allocation of performance materiality determine
our audit scope for each company within the Group.
Taken together, this enables us to form an opinion on
the consolidated financial statements. We take into
account size, risk profile, the organisation of the group
and effectiveness of group-wide controls, changes in the
business environment, the potential impact of climate
change and other factors such as recent Internal audit
results when assessing the level of work to be performed at
each company.
In assessing the risk of material misstatement to the
Group financial statements, and to ensure we had adequate
quantitative coverage of significant accounts in the financial
statements, of the forty-six reporting components of the
Group, we selected twenty-two components covering entities
within United Kingdom, Malta, Spain, Ceuta, Gibraltar and
Mauritius, which represent the principal business units
within the Group.
Of the twenty-two components selected, we performed
an audit of the complete financial information of four
components (“full scope components”) which were selected
based on their size or risk characteristics. For the remaining
eighteen components (“specific scope components”), we
performed audit procedures on specific accounts within
that component that we considered had the potential for the
greatest impact on the significant accounts in the financial
statements either because of the size of these accounts or
their risk profile.
The reporting components where we performed audit
procedures accounted for 99% (2023: 99%) of the Group’s
Revenue, 93% (2023: 99%) of the Group’s absolute profit
before tax and 99% (2023: 90%) of the Group’s Total assets.
For the current year, the full scope components contributed
88% (2023: 85%) of the Group’s Revenue, 54% (2023: 74%)
of the Group’s absolute profit before tax and 77% (2023:
65%) of the Group’s Total assets.
The specific scope component contributed 11% (2023: 14%)
of the Group’s Revenue, 39% (2023: 25%) of the Group’s
absolute profit before tax and 22% (2023: 25%) of the
Group’s Total assets.
The audit scope of these components may not have included
testing of all significant accounts of the component but will
have contributed to the coverage of significant accounts
tested for the Group.
The Primary team perform specified procedures over
certain aspects of cash and overhead expenses, for seven
components, this includes independent confirmation of cash
and vouching expenses to invoice and analytical reviews. For
three of these components the Primary Team also performed
specified procedures over certain aspects of revenue, as
described in the Risk section above.
Of the remaining twenty-four components that together
represent 1% of the Group’s Revenue, none are individually
greater than 0.5% of the Group’s Revenue. For these
components, we performed other procedures, including
analytical review, testing of consolidation journals,
intercompany eliminations and foreign currency to respond
to any potential risks of material misstatement to the Group
financial statements.
Revenue
Full scope components
88%
Specific scope components
11%
Other procedures
1%
Absolute profit before tax
Full scope components
54%
Specific scope components
39%
Other procedures
7%
Total assets
Full scope components
77%
Specific scope components
22%
Other procedures
1%
The charts below illustrate the coverage obtained from the
work performed by our audit teams.
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Changes from the prior year
The number of full scope entities has declined from five
in the prior year to four in the current year due to the
reassessment of the nature of each of the components
and alignment with segment reporting. This results
in combining two full scope components to a single
reporting component during the year. Further, three
components which were designated as specific scope
in the prior year were designated as review scope in the
current year due to lower levels of activity within these
components in the current year.
Involvement with component teams
In establishing our overall approach to the Group audit, we
determined the type of work that needed to be undertaken
at each of the components by us, as the primary audit
engagement team, or by component auditors from other EY
global network firms operating under our instruction. For
the four full scope components and seven specific scope
components, audit procedures were performed directly
by the primary audit team in both the UK and Mauritius.
For the ten specific scope components, where the work
was performed by component auditors, we determined the
appropriate level of involvement to enable us to determine
that sufficient audit evidence had been obtained as a basis
for our opinion on the Group as a whole.
The Group audit team continued to follow a programme
of planned visits that has been designed to ensure that
the Senior Statutory Auditor visits and a senior team
member visits one of the two Countries with specific scope
components each year. During the current year’s audit
cycle, visits were undertaken by the primary audit team
to Spain (a location responsible for nine specific scope
components). These visits involved direct testing on relevant
Group risk areas including revenue and compliance matters
and meeting with local management. The primary team
interacted regularly with the component teams where
appropriate during various stages of the audit, reviewed
relevant working papers and were responsible for the scope
and direction of the audit process. This, together with the
additional procedures performed at Group level, gave us
appropriate evidence for our opinion on the Group financial
statements.
Climate change
Stakeholders are increasingly interested in how climate
change will impact Group. The Group has determined that
there is no material impact to the financial statements due
to climate-related matters. These are explained on pages
45 in the required Task Force On Climate Related Financial
Disclosures. They have also explained their climate
commitments on pages 48. All of these disclosures form part
of the “Other information,” rather than the audited financial
statements. Our procedures on these unaudited disclosures
therefore consisted solely of considering whether they
are materially inconsistent with the financial statements
or our knowledge obtained in the course of the audit or
otherwise appear to be materially misstated, in line with our
responsibilities on “Other information”.
In planning and performing our audit we assessed the
potential impacts of climate change on the Group’s/
company’s business and any consequential material impact
on its financial statements.
As explained in Note 1, the basis of preparation,
consideration of climate change impact on the judgements
in the accounts is not considered to have a material impact
at this time. Governmental and societal responses to climate
change risks are still developing, and are interdependent
upon each other, and consequently financial statements
cannot capture all possible future outcomes as these are not
yet known. The degree of certainty of these changes may
also mean that they cannot always be reliably taken into
account when determining asset and liability valuations and
the timing of future cash flows under the requirements of
UK-adopted International Accounting Standards (‘IFRS’).
Our audit effort in considering the impact of climate change
on the financial statements was focused on evaluating
management’s assessment of the impact of climate risk
and the cost of energy being appropriately reflected in
asset values and associated disclosures where values are
determined through modelling future cash flows, being
the impairment tests of tangible, intangible assets, and the
investment in subsidiaries of the parent company, deferred
tax asset recognition and related disclosures.
We also challenged the Directors’ considerations of climate
change risks in their assessment of going concern and
viability and associated disclosures.
Based on our work we have not identified the impact of
climate change on the financial statements to be a key audit
matter or to impact a key audit matter.
Key audit matters
Key audit matters are those matters that, in our professional
judgment, were of most significance in our audit of the
financial statements of the current period and include the
most significant assessed risks of material misstatement
(whether or not due to fraud) that we identified. These
matters included those which had the greatest effect on:
the overall audit strategy, the allocation of resources in the
audit; and directing the efforts of the engagement team.
These matters were addressed in the context of our audit
of the financial statements as a whole, and in our opinion
thereon, and we do not provide a separate opinion on these
matters.
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Risk
Our response to the risk
Key observations communicated to the Audit Committee
Impairment and impairment
reversal of tangible assets,
intangible assets, and the
investment in subsidiaries of
the parent company, could be
materially misstated.
Group consolidated: Impairment
charge of £28.8m (2023:£118.9m)
and impairment reversal of £21.2m
(2023: £6.6m)
Parent company: Impairment reversal
(£101.2m), (2023 Impairment charge:
£182.6m).
Refer to the Audit Committee Report
(page 81); Accounting policies (page
134); and Note 13 of the Consolidated
Financial Statements (page 152)
At 30 June 2024 the carrying value
of tangible and intangible assets
was £623m (2023: £618.4m), £410.5m
(2022: £411.4m) of which relate to
indefinite life intangible assets
(primarily casino and other gaming
licences) and goodwill.
This is an area of focus due to the
significance of the carrying value of
the assets being assessed and the
level of management judgement
required in the assumptions
impacting the impairment
assessment.
The below procedures were performed by the Primary team for all components.
We gained an understanding of the controls through a walkthrough of the process management has in place to assess
impairment and reversal of impairment
We validated that, the methodology of the impairment exercise continues to be consistent with the requirements of IAS 36
Impairment of Assets, including appropriate identification of cash generating units for value in use calculations.
Below we summarise the procedures performed in relation to the key assumptions for the tangible (including Right of Use Assets)
and intangible assets impairment review.
We analysed managements’ long term forecasts underlying the impairment review against past and current performance
and future economic forecasts, as well as macro-economic pressures in the territories the Group operates and corroborated
them to budgets approved by the Board.
We reperformed calculations in the models to check mathematical accuracy.
Critically challenged management’s ability to forecast accurately through comparing actual performance against forecast
performance and corroborating the reasons for deviations.
Ensured cash flow forecasts used in the impairment analysis agreed to the final board approved forecasts and that they were
consistent with forecasts used on the going concern base case assessment
We performed sensitivity analysis on earnings multiples and weekly Net Gaming Revenue (‘NGR’) for all cash generating units
(CGUs) and growth rates applied to cash flows for certain CGUs to determine the parameters that - should they arise - may
give a different conclusion as to the carrying values of assets assessed. The sensitivities performed were based on reasonable
possible changes to key assumptions determined by management being revenue growth, short-term growth rates, discount
rate, EBITDA multiple and long-term growth rates. We have corroborated that the assumptions applied are reasonable by
comparing to external data such as economic and industry forecasts. We re-performed the models to ensure that they were
correctly calculated.
We have assessed assumed future costs to third party projections on inflation, cost of energy and wages.
For partially impaired assets we considered the sensitivity of changes in forecasts against current and budgeted trading
and the sensitivity of either further impairments or impairment reversals and where material, ensured that the impact of this
consideration was adequately disclosed in the sensitivities.
Assessed the headroom on the recoverable amount between the calculated value in use and carrying value of the CGUs to
ensure disclosures of the impact of reasonably possible changes in assumptions and the impact on the carrying value of
assets was adequate.
For the right-of-use assets, we tested that the assets had been appropriately allocated to the correct cash generating unit
and that a value in use calculation was performed in line with IAS 36. Additionally, we validated that material changes to the
right-of-use asset in the period were appropriate.
We reviewed and challenged the appropriateness of disclosures in the Annual Report and Accounts by comparing the
disclosures against the requirements under International Financial Reporting Standards.
In addition, we worked with our EY internal valuation specialists to:
Independently validate and corroborate the discount rates applied by management to supporting evidence and
benchmarked the discount rates to industry averages/trends.
Investment in subsidiaries of the parent company:
We reviewed the arithmetical accuracy of managements calculations of value in use of the investments to the carrying value
of the parent company investment subsidiaries and the resulting impairment.
Agreed consistency in the forecasts used in the assessment of carrying value of the parent company investments, to the cash
flow used in the underlying Cash Generating Units.
We reviewed and challenged the appropriateness of disclosures in the Annual Report and Accounts by comparing the
disclosures against the requirements under International Financial Reporting Standards.
Based on our audit procedures we have concluded
the impairment charge of £28.8m and the impairment
reversal of £21.2m was recognised appropriately.
We highlighted that a reasonably possible change in
certain key assumptions, including short term growth
rates, change in discount rate, changes in costs, long
term growth and the earnings multiples that are used
to determine the terminal value for certain CGUs, could
lead to further impairment charges.
We have concluded appropriate disclosures have been
included in the financial statements as required under
the accounting standards.
Investment in subsidiaries of the parent company
Based on our audit procedures we have concluded
the impairment reversal of £101.2m was recognised
appropriately.
We have concluded appropriate disclosures have been
included in the financial statements as required under
the accounting standards.
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Risk
Our response to the risk
Key observations communicated to the Audit Committee
Compliance with laws and
regulations
Refer to the Audit Committee Report
(page 81); Accounting policies (page
126); and Note 32 of the Consolidated
Financial Statements (page 180)
The legal and licensing framework for
gaming remains an area of focus for
the Gambling Commissions in the UK
and Spain.
The evolving environment, with
territory specific regulations, makes
compliance an increasingly complex
area with the potential for fines
and or licence withdrawal for non-
compliance. Operators are further
required to meet anti-money
laundering obligations.
Judgement is applied in estimating
amounts payable to regulatory
authorities, or customers, in certain
jurisdictions. This gives rise to a
risk over the accuracy of accruals,
provisions and disclosure of
contingent liabilities and the related
income statement effect.
We understood the Group’s process and related controls over the identification and mitigation of regulatory and legal risks and
the related accounting and disclosure.
We read regulatory correspondence and enquiries made through the year, management’s response thereto and their
assessment of potential exposure as at 30 June 2024.
We inquired of management and the Group’s internal legal counsel regarding any instances of material breaches in
regulatory or licence compliance that needed to be disclosed or required potential provisions to be recorded.
For matters open in previous years, we have inquired management for progress and obtained supporting documents.
Reviewed litigation reports and correspondence with regulator and tested the Group’s legal expenses in coordination with the
discussions with management and Group’s legal advisers.
Discussed with management its interpretation and application of relevant laws and regulations as well as analysis of the risks
in respect of the Group’s operations in unregulated markets
Tested management’s procedures over anti-money laundering regulations and enhanced due diligence procedures, for a
sample of players for both venues and digital in the UK and Spain:
–obtained and read know your customer (‘KYC’) documentation to ensure that it was in line with the requirements of the
Group’s policies.
–where any changes to limits had been granted in the year, for a sample of customers we obtained the account transaction
history and procedures and verified that these were in line with the relevant policies and laws and regulations.
We analysed the list of Self-excluded users for the year to verify that the number of days of exclusion requested by the user has
passed before access was granted to the user.
For any provisions and contingent liabilities recognised, we have obtained supporting calculation and challenged the
appropriateness of assumptions and estimates applied. We have performed this with reference to previous or ongoing
inquiries with the Group or its competitors.
Assessed appropriateness of disclosures in the Annual Report and Accounts by comparing the disclosures against the
requirements under International Financial Reporting Standards.
In addition, we worked with our EY specialists to:
Assist us in understanding the risks in respect of gaming duties in jurisdictions where the appropriate tax treatment is
uncertain.
Based on our audit procedures performed, we
concluded that management have appropriately
assessed and accounted for the financial implications
for non-compliance with laws and regulations and that
disclosures in the financial statements are appropriate.
Risk
Our response to the risk
Key observations communicated to the Audit Committee
Revenue recognition including the
risk of management override £734.7
(2023: £681.9)
Refer to the Audit Committee Report
(page 81); Accounting policies (page
131); and Note 2 of the Consolidated
Financial Statements (page 139)
Our assessment is that the majority
of revenue transactions, for both the
venues and digital businesses, are
non-complex, with no judgement
applied over the amount recorded.
We consider there is a potential for
management override to achieve
revenue targets via topside manual
journal entries posted to revenue.
Our procedures were designed to test our assessment that revenue should be correlated closely to cash banked (for the Retail
business), and to customer balances and cash (for the Digital business), and to identify the manual adjustments that are made
to revenue for further testing.
We updated our understanding of the revenue processes and tested certain key financial and IT controls over the recognition
and measurement of revenue the areas most susceptible to management override.
For revenue in each full and specific scope audit location:
We performed walkthroughs of significant classes of revenue transactions to understand significant processes and identify
and assess the design effectiveness of key controls.
For 99% of revenue we used data analytics tools to perform a correlation analysis to identify those revenue journals for which
the corresponding entry was not to cash (for Retail) and cash or customer balances (for Digital). These identified entries
included VAT, customer incentives, bingo duty and jackpot provisions and we obtained corroborating evidence for such entries.
For a sample of twenty-six material customer incentives, we obtained evidence that the expense was correctly netted off
against revenue.
We verified the recognition and measurement of revenue by tracing a sample of transactions, selected at random throughout
the year, to cash banked to verify the accuracy of reported revenue.
For venues, we attended and re-performed cash counts at a sample of twenty-five casino and bingo venues, selected using a
risk-based approach and also included a random sample, at year end to verify the appropriate cut-off of revenue.
For the Spanish venues, we attended and re-performed cash counts at a sample of seven venues, selected using a risk-based
approach and also included a random sample, at year end to verify the appropriate cut-off of revenue.
Digital segment specific procedures:
We applied data analytics tools to reperform the monthly reconciliation between revenue, cash and customer balances.
For each brand, using test accounts in the live gaming environment, we tested the interface between gaming servers, data
warehouse and the accounting system.
Based on our audit procedures we concluded that
revenue, and adjustments to revenue, are appropriately
recognised and recorded.
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Our application of materiality
We apply the concept of materiality in planning and
performing the audit, in evaluating the effect of identified
misstatements on the audit and in forming our audit
opinion.
Materiality
The magnitude of an omission or misstatement that,
individually or in the aggregate, could reasonably be
expected to influence the economic decisions of the users
of the financial statements. Materiality provides a basis for
determining the nature and extent of our audit procedures.
We determined materiality for the Group to be £3.6 million
(2023: £3.5 million), which is 0.5% (2023: 0.5%) of revenue.
We believe that revenue provides us with an appropriate
measure given the volatility of the Group’s profitability from
ongoing recovery to a level representative of the scale of the
business post Covid-19 pandemic and negative impact of
cost-of-living crisis and inflationary pressures in the markets
the Group operates.
We determined materiality for the Parent Company to be
£5.0 million (2023: £7.7 million), which is 1% (2023: 1%)
of equity. The Parent Company is a non-trading entity
and as such, equity is the most relevant measure to the
stakeholders of the entity.
Performance materiality
The application of materiality at the individual account
or balance level. It is set at an amount to reduce to an
appropriately low level the probability that the aggregate
of uncorrected and undetected misstatements exceeds
materiality.
On the basis of our risk assessments, together with our
assessment of the Group’s overall control environment,
our judgement was that performance materiality was 50%
(2023: 50% of our planning materiality, namely £1.8m
(2023: £1.8m). We have set performance materiality at this
percentage to take into account the inherently high-risk
nature of the industry in which the Group operates and the
level of prior year audit differences. We have also taken into
consideration changes within the Group and the impact this
could have on the operations of the Group.
Audit work at component locations for the purpose of
obtaining audit coverage over significant financial statement
accounts is undertaken based on a percentage of total
performance materiality. The performance materiality set
for each component is based on the relative scale and risk of
the component to the Group as a whole and our assessment
of the risk of misstatement at that component. In the current
year, the range of performance materiality allocated to
components was £0.4m to £1.1m (2023: £0.4m to £1.1m).
Reporting Threshold
An amount below which identified misstatements are
considered as being clearly trivial.
We agreed with the Audit Committee that we would report to
them all uncorrected audit differences in excess of £0.2m
(2023: £0.2m), which is set at 5% of planning materiality,
as well as differences below that threshold that, in our view,
warranted reporting on qualitative grounds.
We evaluate any uncorrected misstatements against both
the quantitative measures of materiality discussed above
and in light of other relevant qualitative considerations in
forming our opinion.
Other Information
The other information comprises the information included
in the annual report set out on pages 1 to 112, including the
five-year review and the shareholder information set out on
page 181 to 182, other than the financial statements and our
auditor’s report thereon. The directors are responsible for
the other information contained within the annual report.
Our opinion on the financial statements does not cover
the other information and, except to the extent otherwise
explicitly stated in this report, we do not express any form of
assurance conclusion thereon.
Our responsibility is to read the other information and,
in doing so, consider whether the other information is
materially inconsistent with the financial statements
or our knowledge obtained in the course of the audit,
or otherwise appears to be materially misstated. If
we identify such material inconsistencies or apparent
material misstatements, we are required to determine
whether this gives rise to a material misstatement in the
financial statements themselves. If, based on the work
we have performed, we conclude that there is a material
misstatement of the other information, we are required to
report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the
Companies Act 2006
In our opinion, the part of the directors’ remuneration report
to be audited has been properly prepared in accordance with
the Companies Act 2006.
In our opinion, based on the work undertaken in the course
of the audit:
the information given in the strategic report and the
directors’ report for the financial year for which the
financial statements are prepared is consistent with the
financial statements; and
the strategic report and the directors’ report have
been prepared in accordance with applicable legal
requirements.
Matters on which we are required to report by
exception
In the light of the knowledge and understanding of the
group and the parent company and its environment obtained
in the course of the audit, we have not identified material
misstatements in the strategic report or the directors’ report.
We have nothing to report in respect of the following matters
in relation to which the Companies Act 2006 requires us to
report to you if, in our opinion:
adequate accounting records have not been kept by the
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.
Corporate Governance Statement
We have reviewed the directors’ statement in relation to
going concern, longer-term viability and that part of the
Corporate Governance Statement relating to the group
and company’s compliance with the provisions of the
UK Corporate Governance Code specified for our review
by the Listing Rules.
Based on the work undertaken as part of our audit, we
have concluded that each of the following elements of the
Corporate Governance Statement is materially consistent
with the financial statements or our knowledge obtained
during the audit:
Directors’ statement with regards to the appropriateness
of adopting the going concern basis of accounting and
any material uncertainties identified set out on page 82;
Directors’ explanation as to its assessment of the
company’s prospects, the period this assessment covers
and why the period is appropriate set out on page 82;
Director’s statement on whether it has a reasonable
expectation that the group will be able to continue in
operation and meets its liabilities set out on page 82;
Directors’ statement on fair, balanced and understandable
set out on page 82;
Board’s confirmation that it has carried out a robust
assessment of the emerging and principal risks set out on
page 82;
The section of the annual report that describes the review
of effectiveness of risk management and internal control
systems set out on page 82; and;
The section describing the work of the audit committee
set out on page 81.
Responsibility of Directors
As explained more fully in the directors’ responsibilities
statement set out on page 111 , the directors are responsible
for the preparation of the financial statements and for being
satisfied that they give a true and fair view, and for such
internal control as the directors determine is necessary to
enable the preparation of financial statements that are free
from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are
responsible for assessing the group and 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 the directors
either intend to liquidate the group or the parent company
or to cease operations, or have no realistic alternative but to
do so.
118
The Rank Group Plc
Annual Report 2024
Group Overview
Strategic Report
Governance
Financial Statements
Independent Auditor’s Report to the members of the Rank Group Plc
Auditor’s responsibilities for the audit of the
financial statements
Our objectives are to obtain reasonable assurance about
whether the financial statements as a whole are free from
material misstatement, whether due to fraud or error, and
to issue an auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance, but is
not a guarantee that an audit conducted in accordance with
ISAs (UK) will always detect a material misstatement when it
exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they
could reasonably be expected to influence the economic
decisions of users taken on the basis of these financial
statements.
Explanation as to what extent the audit was
considered capable of detecting irregularities,
including fraud
Irregularities, including fraud, are instances of non-
compliance with laws and regulations. We design
procedures in line with our responsibilities, outlined above,
to detect irregularities, including fraud. The risk of not
detecting a material misstatement due to fraud is higher
than the risk of not detecting one resulting from error, as
fraud may involve deliberate concealment by, for example,
forgery or intentional misrepresentations, or through
collusion. The extent to which our procedures are capable of
detecting irregularities, including fraud is detailed below.
However, the primary responsibility for the prevention
and detection of fraud rests with both those charged with
governance of the company and management.
We obtained an understanding of the legal and regulatory
frameworks that are applicable to the group and
determined that the most significant are the Companies
Act 2006, the UK Gambling Commission, Gambling
Act 2005, Money Laundering regulations, The Alderney
Gambling Control Commission, The Spanish Gaming Act
and License Conditions & The Code of Practice 2008. In
addition, we concluded that there are certain significant
laws and regulations which may have an effect on the
determination of the amounts and disclosures in the
financial statements being the Listing Rules of the UK
Listing Authority, and those laws and regulations relating
to data protection, employment law and tax legislation.
We understood how The Rank Group Plc is complying with
those frameworks by making enquiries of management,
internal audit, those responsible for legal and compliance
procedures and the company secretary. We corroborated
our enquiries through our review of board minutes,
papers provided to the Audit Committee, correspondence
received from regulatory bodies and information relating
to the Group’s anti-money laundering procedures as part
of our walkthrough procedures.
We assessed the susceptibility of the group’s financial
statements to material misstatement, including how fraud
might occur by meeting with management within various
parts of the business to understand where they considered
there was susceptibility to fraud. We also considered
performance targets and their influence on management
to manage earnings or influence the perceptions of
analysts. We considered the programmes and controls that
the Group has established to address the risk identified,
or that otherwise prevent, deter and detect fraud; and
how senior management monitors those programmes and
controls. Where this risk was considered to be higher, we
performed audit procedures to address each identified
fraud risk.
Based on this understanding we designed our audit
procedures to identify non-compliance with such laws and
regulations. Our procedures involved audit procedures
in respect of ‘Compliance with laws and regulations’
(as described above) as well review of board minutes to
identify non-compliance with such laws and regulations;
review of reporting to the Audit Committee on compliance
with regulations; enquiries with the Groups general
counsel, group management and Internal audit; testing
of manual journals and review of correspondence from
Regulatory authorities.
As the gaming industry is highly regulated, we have
obtained an understanding of the regulations and the
potential impact on the Group and in assessing the
control environment we have considered the compliance
of the Group to these regulations as part of our audit
procedures, which included a review of any significant
correspondence received from the regulator.
Our overseas teams specifically reported on their
procedures and findings in relation to compliance with
the applicable laws and regulations. These findings were
discussed with the team and supporting workpapers
reviewed for a sample of locations.
A further description of our responsibilities for the audit
of the financial statements is located on the Financial
Reporting Council’s website at
https://www.frc.org.uk/
auditorsresponsibilities
. This description forms part of our
auditor’s report.
Other matters we are required to address
Following a competitive tender process, we were
reappointed by the Company at its Annual General
Meeting on 17th October 2019 to audit the financial
statements for the year ending 30 June 2020 and
subsequent financial periods.
The period of total uninterrupted engagement including
previous renewals and reappointments is fifteen years,
covering the years ending 31 December 2010 to 30 June
2024.
The audit opinion is consistent with the additional report
to the audit committee.
Use of our report
This report is made solely to the company’s members,
as a body, in accordance with Chapter 3 of Part 16 of the
Companies Act 2006. Our audit work has been undertaken
so that we might state to the company’s members those
matters we are required to state to them in an auditor’s
report and for no other purpose. To the fullest extent
permitted by law, we do not accept or assume responsibility
to anyone other than the company and the company’s
members as a body, for our audit work, for this report, or for
the opinions we have formed.
Annie Graham
(Senior statutory auditor)
for and on behalf of Ernst & Young LLP, Statutory Auditor
Glasgow
14 August 2024
The Rank Group Plc
Annual Report 2024
Group Overview
Strategic Report
Governance
Financial Statements
119
Independent Auditor’s Report to the members of the Rank Group Plc
Note
Year ended 30 June 2024
Year ended 30 June 2023 (restated)
Underlying
£m
Separately
disclosed items
(note 4) £m
Total
£m
Underlying
£m
Separately
disclosed items
(note 4) £m
Total
£m
Continuing operations
Revenue
2
734.7
734.7
681.9
681.9
Cost of sales
(418.2)
(7.6)
(425.8)
(409.0)
(112.3)
(521.3)
Gross profit (loss)
316.5
(7.6)
308.9
272.9
(112.3)
160.6
Other operating income
2
3.7
3.7
Other operating costs
(270.2)
(9.3)
(279.5)
(254.4)
(20.3)
(274.7)
Group operating profit (loss)
2,3
46.3
(16.9)
29.4
18.5
(128.9)
(110.4)
Financing:
– finance costs
(13.4)
(13.4)
(12.6)
(12.6)
– finance income
0.7
0.7
0.8
0.8
– other financial losses
(0.1)
(1.1)
(1.2)
(0.5)
(0.6)
(1.1)
Total net financing charge
5
(12.8)
(1.1)
(13.9)
(12.3)
(0.6)
(12.9)
Profit (loss) before taxation
33.5
(18.0)
15.5
6.2
(129.5)
(123.3)
Taxation
6
(6.3)
2.8
(3.5)
(0.5)
27.7
27.2
Profit (loss) for the year from continuing operations
27.2
(15.2)
12.0
5.7
(101.8)
(96.1)
Discontinued operations – profit
0.2
0.2
0.3
0.3
Profit (loss) for the year
27.2
(15.0)
12.2
5.7
(101.5)
(95.8)
Attributable to:
Equity holders of the parent
27.5
(15.0)
12.5
5.3
(101.5)
(96.2)
Non-controlling interest
(0.3)
(0.3)
0.4
0.4
27.2
(15.0)
12.2
5.7
(101.5)
(95.8)
Earnings (loss) per share attributable to equity shareholders
– basic
9
5.9p
(3.2)p
2.7p
1.1p
(21.6)p
(20.5)p
– diluted
9
5.9p
(3.2)p
2.7p
1.1p
(21.6)p
(20.5)p
Earnings (loss) per share – continuing operations
– basic
9
5.9p
(3.3)p
2.6p
1.1p
(21.7)p
(20.6)p
– diluted
9
5.9p
(3.3)p
2.6p
1.1p
(21.7)p
(20.6)p
Earnings per share – discontinued operations
– basic
9
0.1p
0.1p
0.1p
0.1p
– diluted
9
0.1p
0.1p
0.1p
0.1p
Details of dividends paid and payable to equity shareholders are disclosed in note 8.
Group income
statement
for the year ended 30 June 2024
120
The Rank Group Plc
Annual Report 2024
Group Overview
Strategic Report
Governance
Financial Statements
Note
Year ended
30 June 2024
£m
Year ended
30 June 2023
(restated)
£m
Comprehensive income/(loss):
Profit (loss) for the year
12.2
(95.8)
Other comprehensive income:
Items that may be reclassified subsequently to profit or loss:
Exchange adjustments net of tax
(0.2)
(0.6)
Items that will not be reclassified to profit or loss:
Total comprehensive income (loss) for the year
12.0
(96.4)
Attributable to:
Equity holders of the parent
12.3
(96.8)
Non-controlling interest
(0.3)
0.4
12.0
(96.4)
The tax effect of items of comprehensive income is disclosed in note 6.
Group statement of
comprehensive
income/(loss)
for the year ended 30 June 2024
The Rank Group Plc
Annual Report 2024
Group Overview
Strategic Report
Governance
Financial Statements
121
Note
Group
Company
As at
30 June 2024
£m
As at
30 June 2023
(restated)
£m
As at
1 July 2022
(restated)
£m
As at
30 June 2024
£m
As at
30 June 2023
£m
Assets
Non-current assets
Intangible assets
10
446.4
456.8
493.6
Property, plant and equipment
11
112.5
97.5
113.1
Right-of-use assets
12
64.1
64.1
101.6
Investments in subsidiaries
14
1,050.4
949.2
Deferred tax assets
22
8.3
8.1
1.8
3.4
Other receivables
16
5.2
5.4
6.3
636.5
631.9
716.4
1,053.8
949.2
Current assets
Inventories
15
2.0
2.2
2.3
Other receivables
16
19.1
29.1
34.2
Assets classified as held for sale
17
0.3
Income tax receivable
19
8.5
15.0
8.2
8.3
Cash and short-term deposits
26
66.1
58.0
91.4
96.0
104.3
136.1
8.3
Total assets
732.5
736.2
852.5
1,053.8
957.5
Liabilities
Current liabilities
Trade and other payables
18
(149.0)
(128.3)
(130.8)
(0.3)
(0.7)
Lease liabilities
20
(32.6)
(42.2)
(40.4)
Income tax payable
19
(4.2)
(5.7)
(4.2)
Financial liabilities
Financial guarantees
20
(2.7)
(1.6)
Loans and borrowings
20
(14.8)
(63.7)
(33.9)
(446.9)
(416.5)
Provisions
23
(3.6)
(7.3)
(6.9)
(204.2)
(247.2)
(216.2)
(449.9)
(418.8)
Net current liabilities
(108.2)
(142.9)
(80.1)
(449.9)
(410.5)
Balance sheets
at 30 June 2024
122
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Annual Report 2024
Group Overview
Strategic Report
Governance
Financial Statements
Note
Group
Company
As at
30 June 2024
£m
As at
30 June 2023
(restated)
£m
As at
1 July 2022
(restated)
£m
As at
30 June 2024
£m
As at
30 June 2023
£m
Non-current liabilities
Lease liabilities
20
(120.8)
(126.8)
(141.3)
Financial liabilities
– loans and borrowings
20
(29.1)
(44.1)
Deferred tax liabilities
22
(2.8)
(1.5)
(20.5)
Provisions
23
(33.2)
(31.7)
(5.6)
(0.3)
(0.2)
Retirement benefit obligations
30
(3.4)
(3.4)
(3.6)
(189.3)
(163.4)
(215.1)
(0.3)
(0.2)
Total liabilities
(393.5)
(410.6)
(431.3)
(450.2)
(419.0)
Net assets
339.0
325.6
421.2
603.6
538.5
Capital and reserves attributable to the Company’s
equity shareholders
Share capital
24
65.0
65.0
65.0
65.0
65.0
Share premium
24
155.7
155.7
155.7
155.7
155.7
Capital redemption reserve
33.4
33.4
33.4
33.4
33.4
Exchange translation reserve
13.9
14.0
14.6
Retained earnings
71.0
57.2
152.6
349.5
284.4
Total equity before non-controlling interest
339.0
325.3
421.3
603.6
538.5
Non-controlling interest
14
0.3
(0.1)
Total shareholders’ equity
339.0
325.6
421.2
603.6
538.5
Note - see page 129 for prior period restatement note
The profit for the year ended 30 June 2024 for the Company was £65.1m (year ended 30 June 2023: loss of £202.2m).
These financial statements were approved by the Board on 14 August 2024 and signed on its behalf by:
John O’Reilly
Richard Harris
Chief Executive
Chief Financial Officer
Balance sheets
at 30 June 2024
The Rank Group Plc
Annual Report 2024
Group Overview
Strategic Report
Governance
Financial Statements
123
Group
Share
capital
£m
Share
premium
£m
Capital
redemption
reserve
£m
Exchange
translation
reserve
£m
Retained
earnings
(loss)
£m
Reserves
attributable to
the Group’s
equity
shareholders
£m
Non-controlling
interest
£m
Total
equity
£m
At 1 July 2022 (as previously reported)
65.0
155.7
33.4
14.6
156.5
425.2
(0.1)
425.1
Impact of prior period error (Note 1)
(3.9)
(3.9)
(3.9)
At 1 July 2022 (as restated)
65.0
155.7
33.4
14.6
152.6
421.3
(0.1)
421.2
Comprehensive income:
(Loss) profit for the year
(96.2)
(96.2)
0.4
(95.8)
Other comprehensive income:
Exchange adjustments net of tax
(0.6)
(0.6)
(0.6)
Total comprehensive (loss) income for the year
(0.6)
(96.2)
(96.8)
0.4
(96.4)
Transactions with owners:
Credit in respect if employee share schemes
including tax
0.8
0.8
0.8
At 30 June 2023 (restated)
65.0
155.7
33.4
14.0
57.2
325.3
0.3
325.6
Comprehensive income:
Profit (loss) for the year
12.5
12.5
(0.3)
12.2
Other comprehensive income:
Exchange adjustments net of tax
(0.1)
(0.1)
(0.2)
(0.2)
Total comprehensive income for the year
(0.1)
12.4
12.3
(0.3)
12.0
Transactions with owners:
Credit in respect of employee share schemes
including tax
1.2
1.2
1.2
Other
0.2
0.2
0.2
At 30 June 2024
65.0
155.7
33.4
13.9
71.0
339.0
339.0
Company
Share
capital
£m
Share
premium
£m
Capital
redemption
reserve
£m
Exchange
translation
reserve
£m
Retained
earnings
(losses)
£m
Reserves
attributable to
the Company’s
equity
shareholders
£m
Non-controlling
interest
£m
Total
equity
£m
At 1 July 2022
65.0
155.7
33.4
486.6
740.7
740.7
Loss and total comprehensive expense for the year
(202.2)
(202.2)
(202.2)
At 30 June 2023
65.0
155.7
33.4
284.4
538.5
538.5
Profit and total comprehensive expense for the
year
65.1
65.1
65.1
Transactions with owners:
Debt in respect of employee share schemes
including tax
At 30 June 2024
65.0
155.7
33.4
349.5
603.6
603.6
Statements of changes
in equity
Group
for the year ended 30 June 2024
Company
for the year ended 30 June 2024
124
The Rank Group Plc
Annual Report 2024
Group Overview
Strategic Report
Governance
Financial Statements
Note
Group
Company
Year ended
30 June 2024
£m
Year ended
30 June 2023
(restated)
£m
Year ended
30 June 2024
£m
Year ended
30 June 2023
£m
Cash flows from operating activities
Cash generated from operations
25
118.9
72.0
(0.3)
21.3
Interest received
0.6
0.3
0.3
Interest paid
(4.4)
(4.9)
(33.7)
Arrangement fee paid
(4.3)
Tax received (paid)
2.4
(3.2)
12.4
Net cash generated from operating activities
113.2
64.2
Cash flows from investing activities
Purchase of intangible assets
(16.1)
(13.1)
Purchase of property, plant and equipment
(30.6)
(31.0)
Payment on sale of business
(0.8)
Purchase of subsidiaries (net of cash acquired)
(0.4)
Net cash used in investing activities
(47.5)
(44.5)
Cash flows from financing activities
Repayment of term loans
(44.4)
(34.5)
Drawdown of term loans
30.0
Drawdown of revolving credit facilities
175.4
22.0
Repayment of revolving credit facilities
(181.9)
(4.0)
Lease principal payments
(39.0)
(37.9)
Net cash used in financing activities
(59.9)
(54.4)
Net increase (decrease) in cash and short-term deposits
5.8
(34.7)
Effect of exchange rate changes
0.1
(0.1)
Cash and short-term deposits at start of year
56.5
91.3
Cash and short-term deposits at end of year
26
62.4
56.5
Statements of cash flow
for the year ended 30 June 2024
The Rank Group Plc
Annual Report 2024
Group Overview
Strategic Report
Governance
Financial Statements
125
126
The Rank Group Plc
Annual Report 2024
Group Overview
Strategic Report
Governance
Financial Statements
Notes to the financial
statements
1 General information and accounting policies
General information
The consolidated financial statements of The Rank Group Plc (‘the Company’) and its
subsidiaries (together ‘the Group’) for the year ended 30 June 2024 were authorised for issue
in accordance with a resolution of the Directors on 14 August 2024.
The Company is a public limited company which is listed on the London Stock Exchange and
is incorporated and domiciled in England and Wales under registration number 03140769.
The address of its registered office is TOR, Saint-Cloud Way, Maidenhead, SL6 8BN.
The Group operates gaming services in Great Britain (including the Channel Islands), Spain
and India. Information on the Group’s structure, including its subsidiaries, is provided in
note 14.
Summary of significant accounting policies
The principal accounting policies applied in the preparation of these consolidated and
company financial statements are set out below. These policies have been consistently
applied to all periods presented, except where noted below.
1.1 Basis of preparation
The consolidated and company financial statements have been prepared under the historical
cost convention.
1.1.1 Statement of compliance
The consolidated and company financial statements have been prepared in accordance
with UK-adopted International Accounting Standards. UK-adopted International Accounting
Standards includes standards issued by the International Accounting Standards Board
(‘IASB’) that are endorsed for use in the UK.
1.1.2 Going concern
In adopting the going concern basis and for preparing the financial information, the
Directors have considered the circumstances impacting the Group during the year as detailed
in the operating review on pages 21 to 28, including the budget for 2024/25 (‘the base case’)
and long range forecast approved by the Board, and recent trading performance, and have
reviewed the Group’s projected compliance with its banking covenants and access to funding
options for the 12 months ending 31 August 2025 for the going concern period.
The Directors have reviewed and challenged management’s assumptions for the Group’s base
case view for the going concern period. Key considerations are the assumptions on the levels
of customer visits and their average spend in the venues-based businesses, and the number
of first time and returning depositors in the digital businesses, and the average level of spend
per visit for each. The base case view contains certain discretionary costs within management
control that could be reduced in the event of a revenue downturn. These include reductions
to overhead, reduction to marketing costs, reductions to the venues operating costs and
reductions to capital expenditure.
The committed financing position in the base case within the going concern assessment
period is that the Group continues to have access to the following committed facilities:
Revolving credit facilities (“RCF”) of £90.0m, repayable in three years (January 2027).
Term loan of £30.0m with bullet repayment in 2 years, 9 months (October 2026) (this is
after the going concern period).
In undertaking their assessment, the Directors also reviewed compliance with the banking
covenants (“Covenants”) which are tested bi-annually at June and December. The Group
expects to meet the Covenants throughout the going concern period and at the test dates,
being December 2024 and June 2025, and have sufficient cash available to meet its liabilities
as they fall due.
Sensitivity Analysis
The base case view reflects the Directors’ best estimate of the outcome for the going concern
period.
A number of plausible but severe downside risks, including consideration of possible
mitigating actions, have been modelled with particular focus on the potential impact to cash
flows, cash headroom and covenant compliance throughout the going concern period.
The two downside scenarios modelled are:
(i)
revenues in Grosvenor fall by 7% and Rank Interactive by 10% versus the base case
view, with management taking a number of mitigating actions including reduction in capital
expenditure, reduction in staff costs and the removal of the Group planning contingency.
(ii)
a reverse stress test, revenues in Grosvenor fall by 23.5% and revenues in Rank
Interactive fall by 15% in the initial year, with management taking actions as for scenario (i)
but with further mitigating actions on employment costs and marketing costs.
Having modelled the downside scenarios, the indication is that the Group would continue to
meet its covenant requirements in all scenarios and have available cash to meet liabilities
within the going concern period; refer to note 20 for covenants.
The Directors acknowledge that there is ongoing uncertainty regarding the outcome of the
Gambling Act Review (GAR) and its subsequent timing. The Directors acknowledge that
this may have a more positive impact on the budgeting and forecasting performance than
anticipated if earlier implementation occurs.
Accordingly, the Directors have a reasonable expectation that the Group has adequate
resources to continue in operational existence for a period at least through to 31 August
2025.
For these reasons, the Directors continue to adopt the going concern basis for the
preparation of these consolidated and Company financial statements, and in preparing the
consolidated and Company financial statements, they do not include any adjustments that
would be required to be made if they were prepared on a basis other than going concern.
Going concern statement
Based on the Group’s cash flow forecasts and business plan, the Directors believe that the
Group will generate sufficient cash to meet its liabilities as they fall due for the period up to
31 August 2025. In making such statement, the Directors highlight forecasting accuracy in
relation to the level of trading performance achieved as the key sensitivity in the approved
base case.
The Directors have considered two downside scenarios which reflects a reduced trading
performance, inflationary impacts on the cost base and various management-controlled cost
mitigations.
In each of the downside scenarios, the Group will generate sufficient cash to meet its
liabilities as they fall due and meet its covenant requirements for the period to 31 August
2025 with scenarios i) and ii) requiring the implementation and execution of mitigating cost
actions within the control of management.
The Rank Group Plc
Annual Report 2024
Group Overview
Strategic Report
Governance
Financial Statements
127
Notes to the financial statements
1.1.3 Accounting estimates and judgements
In the application of the Group’s accounting policies, the Directors are required to make
judgements, estimates and assumptions. The estimates and associated assumptions are
based on historical experience and other factors that are considered to be relevant. Actual
results may differ from these estimates. The estimates and underlying assumptions are
reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the
period in which the estimate is revised if the revision affects only that period or in the period
of the revision and future periods if the revision affects both current and future periods.
Critical accounting judgements
The following are the critical accounting judgements, apart from those involving estimates
(which are dealt with separately below) that the Directors have made in the process of
applying the Group’s accounting policies and that have the most significant effect on the
amounts recognised in the consolidated and Company financial statements.
(a)
Separately disclosed items (‘SDIs’)
The Group separately discloses certain costs and income that impair the visibility of the
underlying performance and trends between periods. The SDIs are material and infrequent
in nature and/or do not relate to underlying business performance. Judgement is required
in determining whether an item should be classified as an SDIs or included within the
underlying results.
SDIs include but are not limited to:
Amortisation of acquired intangible assets;
Profit or loss on disposal of businesses;
Costs or income associated to the closure of venues;
Acquisition and disposal costs including changes to deferred or contingent consideration;
Impairment charges;
Reversal of previously recognised impairment charges;
Property-related provisions;
Restructuring costs as part of an announced programme;
Retranslation and remeasurement of foreign currency contingent consideration;
– General dilapidations provision interest unwinding;
– General dilapidation asset deprecaition ;
– Discontinued operations;
Significant, material proceeds from tax appeals; and
Tax impact of all the above.
For further detail of those items included as SDIs, refer to note 4.
(b) Climate change
The Group continues to consider the impact of climate change in the consolidated and
company financial statements and considers that the most significant impact would be in
relation to the cost of energy to the Group for which best estimates have been factored into
future forecasts, the carrying value of assets in the accounts, albeit this is not considered to
have a material impact at the current time and the useful economic life of assets.
The Group constantly monitors the latest government legislation in relation to climate related
matters. At the current time, no legislation has been passed that will impact the Group.
The Group will adjust key assumptions in value in use calculations and sensitise these
calculations should a change been required.
(c) Dilapidation costs
The provision represents the estimated cost of dilapidation at the end of the lease term of
certain properties. The provision is reviewed periodically and reflects judgement in the
interpretation of lease terms and negotiation positions with landlords including the likelihood
that the current leasehold properties may be subject to redevelopment at the end of lease
term.
Key sources of estimation uncertainty
The estimates and assumptions which have a significant risk of causing a material
adjustment to the carrying amounts of assets and liabilities within the next financial year are
discussed below. The Group based its assumptions and estimates on parameters available
when the financial statements were prepared. Existing circumstances and assumptions about
future developments, however, may change due to market changes or circumstances arising
that are beyond the control of the Group. Such changes are reflected in the assumptions when
they occur.
(a) Estimated impairment or subsequent reversal of previously recognised impairment
for non-financial assets
Details of the Group’s accounting policy in relation to impairments and impairment reversals
are disclosed in note 1.14.
The application of the policy requires the use of accounting estimates in determining the
recoverable amount of cash-generating units to which the goodwill, intangible assets, right-
of-use assets and property, plant and equipment are associated. The recoverable amount is
the higher of the fair value less costs of disposal and value in use. Estimates of fair value less
costs of disposal are performed internally by experienced senior management supported by
knowledge of similar transactions and advice from external experts or, if applicable, offers
received. Value in use is calculated using estimated cash flow projections from strategic
plans and financial budgets, discounted by selecting an appropriate rate for each cash-
generating unit.
The impairment testing of goodwill and non-current assets included additional sensitivity
analysis in the disclosures. The key judgement is the level of trading in the venues, overall
macroeconomic conditions and its impact on estimated future cash flows. Further details of
the assumptions, estimates and sensitivity are disclosed in note 13.
The Company also tests annually the carrying value of its investments in subsidiaries. The
application of this policy requires the use of estimates and judgements in determining the
recoverable amount of the subsidiary undertakings. The recoverable amount is determined
by applying an estimated valuation multiple to budgeted future earnings and deducting
estimated costs of disposal (fair value less costs of disposal) and/or by using discounted
cash flows (value in use), along with consideration of the underlying net assets and market
capitalisation and is disclosed in note 13.
(b) Dilapidation provision
Provisions for dilapidations are recognised where the Group has the obligation to make-
good its leased properties. These provisions are measured based on historically settled
dilapidations which form the basis of the estimated future cash outflows. Any difference
between amounts expected to be settled and the actual cash outflow will be accounted for in
the period when such determination is made.
The Group’s provisions are estimates of the actual costs and timing of future cash flows,
which are dependent on future events, property exits and market conditions. Thus, there
is inherently an element of estimation uncertainty within the provisions recognised by the
Group. Any difference between expectations and the actual future liability will be accounted
for in the period when such determination is made.
The provisions are most sensitive to estimates of the future cash outflows which are based on
historically settled dilapidations. This means that an increase in cash outflows of 1% would
have resulted to a £0.3m increase in the dilapidations provision. Likewise, a decrease in cash
outflows of 1% would have resulted to a £0.3m decrease in the dilapidations provision.
128
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Strategic Report
Governance
Financial Statements
Notes to the financial statements
(c) Determination of the fair values of intangible assets
The Group estimates the fair value of acquired intangible assets arising from business
combinations by selecting and applying appropriate valuation methods. These include the
relief from royalty and multi-period excess earnings valuation methods, both of which require
significant estimates to be made. Examples include estimating expected cash flows and
identifying appropriate royalty and discount rates. The fair value of each acquired intangible
asset is amortised over the respective assets estimated useful life. The Group uses projected
financial information together with comparable industry information as well as applying its
own experience and knowledge of the industry in making such judgements and estimates.
Where a third party is involved to determine the fair value of the acquired intangible assets,
the key assumptions reviewed by the Group include cash flow projections, terminal growth
rates and discount rates as well as a sensitivity analysis.
(d) Income taxes
The Group is subject to income taxes in numerous jurisdictions and as such requires
judgements to be made as well as best estimates and assumptions.
Judgement must be applied in assessing the likely outcome of certain tax matters whose final
outcome may not be determined for a number of years. These judgements are reassessed in
each period until the outcome is finally determined through resolution with a tax authority
and/or through a legal process. Differences arising from changes in judgement or from final
resolution may be material and will be charged or credited to the Group income statement in
the relevant period.
Within the Group’s net income tax receivable of £4.3m (30 June 2023: £9.3m receivable)
are amounts of £0.1m payable (30 June 2023: £0.3m) that relate to uncertain tax positions.
The Group evaluates uncertain items, where the tax judgement is subject to interpretation
and remains to be agreed with the relevant tax authority. Provisions for uncertain items are
made using an estimation of the most likely tax expected to be paid, based on a qualitative
assessment of all relevant information. In assessing the appropriate provision for uncertain
items, the Group considers progress made in discussions with tax authorities, expert advice
on the likely outcome and recent developments in case law. Further details of income tax are
disclosed in note 19.
1.1.4 Changes in accounting policy and disclosures
(a) Standards, amendments to and interpretations of existing standards adopted by the
Group
In preparing the consolidated financial statements for the current period, the Group has
adopted the following new IFRSs, amendments to IFRSs and IFRS Interpretations Committee
(IFRIC) interpretations. All standards do not have a significant impact on the results or net
assets of the Group. Changes are detailed below:
Insurance Contracts (IFRS17)
Disclosure of accounting policies (amendments to IAS 1 and IFRS Practice Statement 2
effective for period beginning 1 July 2023)
-
Definition of accounting estimates (amendments to IAS 8 effective for period beginning 1
July 2023)
Deferred tax related to assets and liabilities arising from a single transaction (amendment
to IAS 12 effective for period beginning 1 July 2023)
Interest rate benchmark reform – Phase 2 (amendment to IAS 39)
International Tax Reform- Pillar Two Model Rules (amendments to IAS12)
(b) Standards, amendments to and interpretations of existing standards that are not yet
effective
At the date of authorisation of the consolidated financial statements, the following Standards,
amendments and Interpretations, which have not been applied in these consolidated financial
statements, were in issue but not yet effective:
Classification of Liabilities as Current or Non Current and Non-current Liabilities with
Covenants (amendment to IAS1)
Lease liability in a sale and leaseback (Amendments to IFRS16)
Disclosures: Supplier Finance Arrangements - Amendments to IAS7 and IFRS 7
Lack of exchangeability - amendments to IAS21
Classification and measurement of Financial Instruments - Amendments to IFRS9 and
IFRS7
Presentation and Disclosure in Financial Statements IFRS18
Subsidiary without Public Accountability: Disclosures IFRS19
Sale or Contribution of Assets between an Investor and its Associate or Joint Venture -
Amendments to IFRS10 and IAS28
The Group does not currently believe that the adoption of these new standards or
amendments would have a material effect on the results or financial position of the Group.
1.1.5 Prior period restatement
These consolidated financial statements include a prior year restatement in relation to prior
year costs identified in the Digital business which erroneously had not been recognised in
the prior year consolidated income statements. The error was considered to be material due
to its nature and impact to key performance indicators.
Accordingly, a third balance sheet has been presented in accordance with IAS1 ‘Presentation
of Financial Statements.’
During the period, the Group identified an accumulated total of £4.4m of prior year
adjustments within the Digital business comprising £3.2m of trading related costs which
erroneously had not been recognised in the prior year financial statements and £1.2m of
excess releases to income which erroneously had been recognised in the prior year financial
statements. Of the total value of £4.4m, £0.5m relates to financial year 2022/23 and the
remaining £3.9m relates to pre 2022/23.
The above restatement reduces both basic and diluted EPS by 0.1 pence for the year ended
30 June 2023.
The impact of the adjustment on the June 2023 balance sheet is a reduction to total asset of
£2.2m, an increase on trade and other payables of £2.2m, a reduction to closing reserves as
at 30 June 2023 of £4.4m and a reduction to opening reserves as at 1 July 2022 of £3.9m.
Due to the working capital movement stated above, the opening cash balance has reduced
by £2.0m and cash flows from operating activities increased by £2.4m in the cash flow
statement for the year ended 30 June 2023.
In addition to above, the consolidated statement of cash flow includes a prior year
restatement in relation to leases. During the year, the Group identified that the lease principal
payments incorrectly included £4.6m of property-related VAT and £1.1m of property service
charges. Cash flows from lease-related VAT and property service charges should have been
disclosed within cash flows from operating activities. This restatement results in a reduction
of £5.7m in both net cash generated from operating activities and net cash used in financing
activities in the 2023 statement of cash flows. The restatement was identified following a
review of the 2023 Annual Report by the Financial Reporting Council (‘FRC’). The FRC’s
review does not benefit from detailed knowledge of our business, or an understanding of the
underlying transactions entered into and therefore provides no assurance that the Annual
Report is correct in all material aspects.
The prior period comparatives have been restated for the above items in accordance with IAS
8: ‘Accounting Policies, Changes in Accounting Policies and Errors’ and have impacted the
primary financial statements as follows:
The Rank Group Plc
Annual Report 2024
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Financial Statements
129
Notes to the financial statements
Income Statement
for the year ended 30 June 2023
As previously
reported
Adjustment
As restated
£m
£m
£m
Revenue
681.9
-
681.9
Cost of sales
(521.3)
-
(521.3)
Gross profit
160.6
-
160.6
Other operating income
3.7
-
3.7
Other operating costs
(274.1)
(0.6)
(274.7)
Operating loss
(109.8)
(0.6)
(110.4)
Financing:
– finance costs
(12.6)
-
(12.6)
– finance income
0.8
-
0.8
– other financial gains
(1.1)
-
(1.1)
Total net financing charge
(12.9)
-
(12.9)
Loss before taxation
(122.7)
(0.6)
(123.3)
Taxation
27.1
0.1
27.2
Loss for the period from continuing operations
(95.6)
(0.5)
(96.1)
Profit after tax from discontinued operations
0.3
-
0.3
Loss for the period
(95.3)
(0.5)
(95.8)
Loss per share attributable to equity shareholders
– basic
(20.4)p
(0.1)p
(20.5)p
– diluted
(20.4)p
(0.1)p
(20.5)p
Underlying loss per share attributable to equity shareholders
– basic
(20.4)p
(0.1)p
(20.5)p
– diluted
(20.4)p
(0.1)p
(20.5)p
130
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Annual Report 2024
Group Overview
Strategic Report
Governance
Financial Statements
Notes to the financial statements
Balance Sheet
at 30 June 2023
As previously
reported
Adjustment
As restated
£m
£m
£m
Assets
Deferred tax asset
7.6
0.5
8.1
Other receivables
6.2
(0.8)
5.4
Income tax receivable
14.9
0.1
15.0
Cash and short-term deposits
60.0
(2.0)
58.0
Total assets
738.4
(2.2)
736.2
Liabilities
Trade and other payables
(126.1)
(2.2)
(128.3)
Total Liabilities
(408.4)
(2.2)
(410.6)
Net assets
330.0
(4.4)
325.6
Equity
Retained earnings
61.6
(4.4)
57.2
Total equity before non-controlling
329.7
(4.4)
325.3
interests
Non-controlling interests
0.3
-
0.3
Total shareholders’ equity
330.0
(4.4)
325.6
Balance Sheet
at 1 July 2022
As previously
reported
Adjustment
As restated
£m
£m
£m
Assets
Deferred tax asset
1.4
0.4
1.8
Other receivables
6.7
(0.4)
6.3
Income tax receivable
8.1
0.1
8.2
Cash and short-term deposits
95.7
(4.3)
91.4
Total assets
856.7
(4.2)
852.5
Liabilities
Trade and other payables
(131.1)
0.3
(130.8)
Total Liabilities
(431.6)
0.3
(431.3)
Net assets
425.1
(3.9)
421.2
Equity
Retained earnings
156.5
(3.9)
152.6
Total equity before non-controlling
425.2
(3.9)
421.3
interests
Non-controlling interests
(0.1)
-
(0.1)
Total shareholders’ equity
425.1
(3.9)
421.2
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Annual Report 2024
Group Overview
Strategic Report
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Financial Statements
131
Notes to the financial statements
Cash flow statement
for the year ended 30 June 2023
   
 
As previously
   
 
reported
Adjustment
As restated
 
£m
£m
£m
Cash flows from operating activities
     
Cash generated from operations
75.3
(3.3)
72.0
Net cash generated from operating
67.5
(3.3)
64.2
activities
     
Net cash used in investing activities
(44.5)
-
(44.5)
Net cash used from financing
(60.1)
5.7
(54.4)
activities
     
Net decrease in cash and short-
(37.1)
2.4
(34.7)
term deposits
     
Cash and short-term deposit at the
95.7
(4.4)
91.3
start of the period
     
Effect of exchange rate changes
(0.1)
-
(0.1)
Cash and short-term deposits at
58.5
(2.0)
56.5
end of period
     
1.2 Consolidation
The consolidated financial statements comprise the financial statements of the parent and
its subsidiaries as at 30 June 2024. Control is achieved when the Group is exposed, or has
rights, to variable returns from its involvement with the investee and has the ability to affect
those returns through its power over the investee. Specifically, the Group controls an investee
if, and only if, the Group has (a) power over the investee, (b) exposure, or rights, to variable
returns from the investee, and (c) ability to use its power to affect those returns.
The Group re-assesses whether or not it controls an investee if facts and circumstances
indicate that there are changes to one or more of the three elements of control. Consolidation
of a subsidiary begins when the Group obtains control over the subsidiary and ceases
when the Group loses control of the subsidiary. Assets, liabilities, income and expenses of a
subsidiary acquired or disposed of during the year are included in the consolidated financial
statements from the date the Group gains control until the date the Group ceases to control
the subsidiary.
If the Group loses control of a subsidiary, it derecognises the related assets (including
goodwill), liabilities and other components of equity, while any resultant gain or loss is
recognised in the Group income statement.
Intercompany transactions, balances and unrealised gains on transactions between Group
companies are eliminated. Unrealised losses are also eliminated unless the transaction
provides evidence of an impairment of the asset transferred. Accounting policies as applied
to subsidiaries have been changed where necessary to ensure consistency with the policies
adopted by the Group.
The Group has no material associates.
1.3 Business combinations and goodwill
Business combinations are accounted for using the acquisition method. The consideration
transferred in a business combination is measured at the acquisition date and represents the
aggregate fair value of assets transferred and liabilities incurred.
Amounts payable in respect of deferred or contingent consideration are recognised at fair
value at the acquisition date and included in consideration transferred. The subsequent
unwind of any discount is recognised as an SDI in finance cost in the Group income
statement. Other contingent consideration that either is within the scope of IFRS 9 or within
the scope of other standards is remeasured at fair value at each reporting date and changes in
fair value are recognised as an SDI in the Group income statement. Changes in the fair value
of contingent consideration recognised as a financial liability that qualify as measurement
period adjustments (being 12 months from the acquisition date) are adjusted retrospectively,
with corresponding adjustments against goodwill. Material changes that do not qualify as
measurement period adjustments are recognised as an SDI in the Group income statement.
When the Group acquires a business, it assesses the financial assets acquired and liabilities
assumed for appropriate classification and designation in accordance with the contractual
terms, economic circumstances and pertinent conditions as at the acquisition date.
Goodwill is initially measured at cost, being the excess of the aggregate of the acquisition
date fair value of the consideration transferred over the fair value of the net identifiable
amounts of the assets acquired and the liabilities assumed in exchange for the business
combination. Identifiable intangible assets are recognised separately from goodwill.
If the aggregate of the acquisition date fair value of the consideration transferred is lower
than the fair value of the assets, liabilities and contingent liabilities in the business acquired,
the difference is recognised through the Group income statement.
If the initial accounting for a business combination is incomplete by the end of the reporting
period in which the combination occurs, the Group reports provisional amounts for items
for which the accounting is incomplete. Those provisional amounts are adjusted during the
measurement period (see above), or additional assets or liabilities are recognised, to reflect
new information obtained about facts and circumstances that existed at the acquisition date
that, if known, would have affected the amounts recognised at that date.
Acquisition costs incurred are expensed as an SDI.
1.4 Revenue recognition
Revenue consists of the fair value of sales of goods and services net of sales taxes, rebates
and discounts.
The fair value of free bets, promotions and customer bonuses (‘customer incentives’) are also
deducted from appropriate revenue streams.
(a)
Gaming win – Casino
Revenue for casinos includes gaming win before deduction of gaming-related duties.
Although disclosed as revenue, gaming win – casino is accounted for and meets the
definition of a gain under IFRS 9 ‘Financial Instruments’. Gaming revenue includes gains and
losses arising where customers play against the house. Due to the nature of the transaction,
the amount of the payment the Group may be obliged to pay to the customer is uncertain.
The financial instrument is therefore a derivative and is initially recognised at fair value
and subsequently remeasured to fair value with changes in fair value recorded in the Group
income statement. The initial fair value is generally the amount staked by the customer and
includes adjustment for customer incentives, such as free bets, promotions and customer
bonuses, where applicable. The instrument is subsequently remeasured when the result of
the transaction is known and the amount payable is confirmed. This movement may be a gain
or a loss. Gains and losses are offset on the basis that they arise from similar transactions.
Such gains and losses are recorded in revenue.
(b)
Gaming win – Slots and other digital products
Revenue for bingo is net of customer contribution to prizes but gross of company contributed
prizes. It is net of any sales taxes but before deduction of gaming-related duties. Revenue for
poker represents the rake received. Revenue for other digital products, including interactive
games, represents gaming win before deduction of gaming-related duties. The Group’s
income earned from the above items is recognised when control of the goods or services are
transferred to the customer and is within the scope of IFRS 15.
(c)
Food, beverage and others
Revenue from food, beverage and other sales is recognised at the point of sale when control
of the goods or services are transferred to the customer and is within the scope of IFRS 15.
132
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Strategic Report
Governance
Financial Statements
Notes to the financial statements
1.5 Segment reporting
Operating segments are reported in a manner consistent with the internal reporting provided
to the chief operating decision-makers. The chief operating decision-makers, who are
responsible for allocating resources and assessing performance of the operating segments,
have been identified as the senior management team (the composition of which is disclosed
on page 70 and at www.rank.com), which makes strategic and operational decisions.
The Group reports five segments: Digital, Grosvenor venues, Mecca venues, Enracha venues
and Central costs.
UK digital, Enracha digital, YoBingo and Stride is a single operating segment which is known
as Digital. Grosvenor venues cover all UK casinos. Mecca venues covers all UK bingo halls.
Enracha venues covers all Spanish-facing venues.
1.6 Non-current assets held for sale and discontinued operations
The Group classifies non-current assets and disposal of an asset as held for sale if their
carrying amounts will be recovered principally through a sale transaction rather than through
continuing use. Non-current assets are measured at the lower of their carrying amount and
fair value less costs to sell. Costs to sell are the incremental costs directly attributable to the
disposal of an asset, excluding finance costs and income tax expense.
The criteria for held for sale classification is regarded as met only when the sale is highly
probable and the asset is available for immediate sale in its present condition. Actions
required to complete the sale should indicate that it is unlikely that significant changes to
the sale will be made or that the decision to sell will be withdrawn. Management must be
committed to the plan to sell the asset and the sale expected to be completed within one year
from the date of the classification.
Property, plant and equipment, right-of-use assets and intangible assets are not depreciated
or amortised once classified as held for sale.
Assets and liabilities classified as held for sale are presented separately as current items in
the balance sheets.
Discontinued operations are excluded from the results of continuing operations and are
presented as a single amount as profit or loss after tax from discontinued operations in the
Group income statement.
1.7 Foreign currency translation
The consolidated and company financial statements are presented in UK sterling (‘the
presentation currency’), which is also the Company’s functional 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’).
(a)
Transactions and balances
Foreign currency transactions are translated into the functional currency using the exchange
rates prevailing at the date of the transactions. Foreign exchange gains and losses resulting
from the settlement of such transactions and from the translation at year-end exchange rates
of monetary assets and liabilities denominated in foreign currencies are recognised in the
Group income statement in finance costs or income.
(b) Group companies
The results and financial position of all the Group companies (none of which has the
currency of a hyper-inflationary economy) that have a functional currency different from the
presentation currency are translated into the presentation currency as follows:
(i)
assets and liabilities for each balance sheet presented are translated at the closing rate
on the balance sheet date. The closing euro rate against UK sterling was 1.18 (30 June 2023:
1.16);
(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 rates prevailing on the dates of the transactions. The average euro rate against UK
sterling was 1.16 (year ended 30 June 2023: 1.21); and
(iii) all resulting exchange differences are recognised as a separate component of equity.
When a foreign operation is sold, such exchange differences are recognised in the Group
income statement, as part of the gain or loss on sale. Goodwill and fair value adjustments
arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign
entity and translated at the closing rate.
1.8 Financial assets
Financial assets within the scope of IFRS 9 are classified as financial assets at initial
recognition, as subsequently measured at amortised cost, fair value through other
comprehensive income (‘OCI’), and fair value through profit or loss.
The classification of financial assets at initial recognition depends on the financial asset’s
contractual cash flow characteristics and the Group’s business model for managing them.
The Group initially measures a financial asset at its fair value plus, in the case of a financial
asset not at fair value through profit or loss, transaction costs.
In order for a financial asset to be classified and measured at amortised cost or fair value
through OCI, it needs to give rise to cash flows that are ‘solely payments of principal and
interest (‘SPPI’)’ on the principal amount outstanding. This assessment is referred to as the
SPPI test and is performed at an instrument level.
For purposes of subsequent measurement, financial assets are classified in two categories:
Financial assets designated at fair value through OCI with no recycling of cumulative gains
and losses upon derecognition (equity instruments); and
Financial assets at fair value through profit or loss.
(a)
Financial assets designated at fair value through OCI (equity instruments)
Upon initial recognition, the Group can elect to classify irrevocably its equity investments
as equity instruments designated at fair value through OCI when they meet the definition of
equity under IAS 32 Financial Instruments: Presentation and are not held for trading. The
classification is determined on an instrument-by-instrument basis. Gains and losses on these
financial assets are never recycled to profit or loss. Dividends are recognised as other income
in the Group income statement when the right of payment has been established, except when
the Group benefits from such proceeds as a recovery of part of the cost of the financial asset,
in which case, such gains are recorded in OCI. Equity instruments designated at fair value
through OCI are not subject to impairment assessment. The Group elected to classify its non-
listed equity investments under this category.
(b)
Financial assets at fair value through profit or loss
Financial assets at fair value through profit or loss include financial assets held for trading,
financial assets designated upon initial recognition at fair value through profit or loss, or
financial assets mandatorily required to be measured at fair value. Financial assets are
classified as held for trading if they are acquired for the purpose of selling or repurchasing
in the near term. Financial assets with cash flows that are not solely payments of principal
and interest are classified and measured at fair value through profit or loss, irrespective of the
business model. Financial assets at fair value through profit or loss are carried in the Balance
sheet at fair value with net changes in fair value recognised in the Group income statement.
Derecognition
A financial asset (or, where applicable, a part of a financial asset or part of a group of similar
financial assets) is primarily derecognised (i.e. removed from the Group’s Balance sheet)
when:
The rights to receive cash flows from the asset have expired; or
The Group has transferred its rights to receive cash flows from the asset or has assumed an
obligation to pay the received cash flows in full without material delay to a third party.
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133
Notes to the financial statements
1.9 Financial liabilities
Financial liabilities within the scope of IFRS 9 are classified, at initial recognition, as financial
liabilities at fair value through profit or loss, loans and borrowings or payables. All financial
liabilities are recognised initially at fair value and, in the case of loans and borrowings and
payables, net of directly attributable transaction costs. The Group and company’s financial
liabilities include trade and other payables, loans and borrowings including bank overdrafts
and financial guarantee contracts.
The subsequent measurement of financial liabilities depends on their classification, as
described below:
(a)
Financial liabilities at fair value through profit or loss
Financial liabilities at fair value through profit or loss include financial liabilities held for
trading and financial liabilities designated upon initial recognition as at fair value through
profit or loss. Gains or losses on liabilities held for trading are recognised in the Group
income statement. Financial liabilities designated upon initial recognition at fair value
through profit or loss are designated at the initial date of recognition, and only if the criteria
in IFRS 9 are satisfied.
(b)
Financial liabilities at amortised cost (loans and borrowings)
After initial recognition, interest-bearing loans and borrowings are subsequently measured
at amortised cost using the effective interest rate (‘EIR’) method. Gains and losses are
recognised in the Group income statement when the liabilities are derecognised as well as
through the EIR amortisation process. Amortised cost is calculated by taking into account any
discount or premium on acquisition and fees or costs that are an integral part of the EIR. The
EIR amortisation is included as finance costs in the Group income statement.
(c)
Financial guarantee contracts (Company only)
Financial guarantee contracts issued by the Company are those contracts that require
a payment to be made to reimburse the holder for a loss it incurs because the specified
debtor fails to make a payment when due in accordance with the terms of a debt instrument.
Financial guarantee contracts are initially measured at fair value by applying the estimated
probability of default to the cash outflow should default occur and subsequently amortising
over the expected length of the guarantee, to the extent that the guarantee is not expected
to be called. Subsequently, the liability is measured at the higher of the best estimate of the
expenditure required to settle the present obligation at the reporting date or the amount
recognised less cumulative amortisation.
Derecognition
A financial liability is derecognised when the obligation under the liability is discharged
or cancelled or expires. When an existing financial liability is replaced by another from
the same lender on substantially different terms, or the terms of an existing liability are
substantially modified, such an exchange or modification is treated as the derecognition of
the original liability and the recognition of a new liability. The difference in the respective
carrying amounts is recognised in the Group income statement.
Offsetting of financial instruments
Financial assets and financial liabilities are offset and the net amount is reported in the
Balance sheet if there is a currently enforceable legal right to offset the recognised amounts
and there is an intention to settle on a net basis, to realise the assets and settle the liabilities
simultaneously.
1.10 Leases
The Group leases various properties and equipment. Rental contracts are made for various
fixed periods. Lease terms are negotiated on an individual basis and contain a wide range
of different terms and conditions. The lease agreements do not impose any covenants, but
leased assets may not be used as security for borrowing purposes.
The Group assesses at contract inception whether a contract is, or contains, a lease. That is,
if the contract conveys the right to control the use of an identified asset for a period of time in
exchange for consideration.
Leases are recognised as a right-of-use asset and a corresponding liability at the date at
which the leased asset is available for use by the Group. Each lease payment is allocated
between the liability and finance cost. The finance cost is charged to the Group income
statement over the lease period so as to produce a constant periodic rate of interest on the
remaining balance of the liability for each period. The right-of-use asset is depreciated over
the shorter of the asset’s useful life and the lease term on a straight-line basis.
Assets and liabilities arising from a lease are initially measured on a present value basis.
Lease liabilities, where applicable, include the net present value of the following lease
payments:
Fixed payments (including in-substance fixed payments), less any lease incentives
receivable;
Variable lease payments that are based on an index or a rate;
Amounts expected to be payable by the lessee under residual value guarantees;
The exercise price of a purchase option if the lessee is reasonably certain to exercise that
option; and
Payments of penalties for terminating the lease, if the lease term reflects the lessee
exercising that option.
Variable lease payments that are not based on an index or a rate are not part of the lease
liability, but they are recognised in the Group income statement when the event or condition
that triggers those payments occurs.
The carrying amount of lease liabilities is remeasured if there is a modification, a change in
the lease term, a change in the lease payments or a change in the assessment of an option to
purchase the underlying asset.
The lease payments are discounted using the interest rate implicit in the lease. If that rate
cannot be determined, the lessee’s incremental borrowing rate is used, being the rate that
the lessee would have to pay to borrow the funds necessary to obtain an asset of similar value
in a similar economic environment with similar terms and conditions.
Right-of-use assets, where applicable, are measured at cost comprising the following:
The amount of the initial measurement of lease liability;
Any lease payments made at or before the commencement date less any lease incentives
received; and
Any initial direct costs.
The depreciation period for the right-of-use asset is from the lease commencement date to
the earlier of the end of the lease term or the end of the useful life of the asset, as follows:
Land and buildings up to 99 years; and
Fleet and machines up to 5 years.
Payments associated with short-term leases and leases of low-value assets are recognised
on a straight-line basis as an expense in the Group income statement. Short-term leases are
leases with a lease term of 12 months or less. In determining the lease term, management
considers all facts and circumstances that create an economic incentive to exercise an
extension option. Extension options are only included in the lease term if the lease is
reasonably certain to be extended (or not terminated). The assessment is reviewed if
a significant event or a significant change in circumstances occurs which affects this
assessment and that is within the control of the Group as a lessee.
Where appropriate the Group will sub-let properties which are vacant in order to derive lease
income, which is shown net of lease costs.
1.11 Provisions, contingent liabilities and regulatory matters
Provisions are recognised when the Group has a present legal or constructive obligation as
a result of past events, it is more likely than not that an outflow of resources will be required
to settle the obligation and the amount can be reliably estimated. Provisions are measured at
the best estimate of the expenditures required to settle the obligation. If the effect of the time
value of money is material, provisions are discounted using a pre-tax rate that reflects, where
appropriate, the risks specific to the liability. Where discounting is used, the increase in the
provision due to the passage of time is recognised as a finance cost.
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Notes to the financial statements
Contingent liabilities are possible obligations and present obligations that are not
probable or not reliably measurable. Contingent liabilities are disclosed but not accounted.
However, disclosure is not required if payment is remote. The Group’s policy is to engage
collaboratively with regulators and address any concerns raised as soon as possible. The
Group takes legal advice, as appropriate, as to the manner in which it should respond to
matters raised and the potential outcome. However, for the majority of these matters, the
Board is unable to quantify reliably the likelihood, timing and outflow of funds that may
result, if any. For material matters where an outflow of funds is probable and can be measured
reliably based on the latest information available at the reporting date, amounts have been
recognised in the consolidated and company financial statements within Provisions.
1.12 Property, plant and equipment
Property, plant and equipment is stated at cost, net of accumulated depreciation and
impairment. Such cost includes expenditure that is directly attributable to the acquisition
of the items. Subsequent costs are included in the asset’s carrying amount or recognised
as a separate asset, as appropriate, only when it is probable that future economic benefits
associated with the item will flow to the Group and the cost of the item can be measured
reliably. All other repairs and maintenance are charged to the income statement during the
financial period in which they are incurred.
Depreciation is calculated on assets using the straight-line method to allocate their cost less
residual values over their estimated useful lives, as follows:
   
Freehold and leasehold property
.......................
50 years or lease term if less
Refurbishment of property
................................
5 to 20 years or lease term
Fixtures, fittings, plant and machinery
.............
3 to 20 years
Land is not depreciated.
Residual values and useful lives are reviewed at each balance sheet date, and adjusted
prospectively, if appropriate.
An item of property, plant and equipment is derecognised upon disposal or when no
future economic benefits are expected from its use or disposal. Any gain or loss arising on
derecognition of the asset (calculated as the difference between the net disposal proceeds
and the carrying amount of the asset) is included in the Group income statement.
Pre-opening costs are expensed to the Group income statement as incurred.
Assets under construction included in property, plant and equipment are amounts relating to
expenditure for assets in the course of construction.
1.13 Intangible assets
(a) Goodwill
Goodwill represents the excess of the fair value of the consideration transferred over the fair
value of the Group’s share of the net identifiable assets less the liabilities assumed at the date
of acquisition. Goodwill on acquisitions is included in intangible assets. Goodwill is tested
annually for impairment and is allocated to the relevant cash-generating unit or group of
cash-generating units for the purpose of impairment testing. A cash-generating unit is the
smallest identifiable group of assets that generates cash inflows, that are largely independent
of the cash inflows from other assets or groups of assets. After initial recognition, goodwill is
measured at cost less any accumulated impairment losses.
(b)
Casino and other gaming licences and concessions
The Group capitalises acquired casino and other gaming licences and concessions.
Management believes that casino and other gaming licences have indefinite lives as there is
no foreseeable limit to the period over which the licences are expected to generate net cash
inflows and each licence holds a value outside the property in which it resides. Each licence
is reviewed annually for impairment.
(c)
Software and development
Costs that are directly associated with the production and development of identifiable
and unique software products controlled by the Group, and that are expected to generate
economic benefits exceeding costs beyond one year, are recognised as intangible assets for
both externally purchased and internally developed software. Direct costs include specific
employee costs for software development.
Software acquired as part of a business combination is recognised at fair value at the date of
acquisition.
Costs associated with maintaining computer software programmes are recognised as an
expense as incurred.
(d) Brands
Represents the fair value of brands and trademark assets acquired in business combinations
at the acquisition date.
(e) Customer relationships
Represents the fair value of customer relations acquired in business combinations at the
acquisition date.
Amortisation is recognised on a straight-line basis over the estimated useful life of intangible
assets unless such lives are indefinite. The estimated useful lives are as follows:
   
– Casino and other gaming licences
...................
Indefinite
– Software and developments
..............................
3 to 5 years
– Brands
...............................................................
10 years
– Customer relationships
.....................................
4 years
1.14 Impairment or subsequent reversal of previously recognised impairment
for non-financial assets
Assets that have an indefinite useful life are not subject to depreciation or amortisation and
are tested annually for impairment. Assets that are subject to depreciation or amortisation
are reviewed for impairment whenever events or changes in circumstances indicate that
the carrying amount may not be recoverable or where they indicate a previously recognised
impairment may no longer be required. In instances where there is an indicator of
impairment on right-of-use assets, any lease with an expiry of 1-2 years are extended to next
4 years as a management judgement to determine a more appropriate fair value.
An impairment loss is recognised as the amount by which an asset’s carrying amount
exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value
less costs of disposal and value in use. For the purposes of assessing impairment, assets are
grouped at the lowest levels for which there are separately identifiable cash inflows (cash-
generating units). The expected cash flows generated by the assets are discounted using
appropriate discount rates that reflect the time value of money and risks associated with the
groups of assets.
If an impairment loss is recognised, the carrying amount of the asset (cash-generating unit)
is reduced to its recoverable amount. An impairment loss is recognised as an expense in the
Group income statement immediately.
Any impairment is allocated pro-rata across all assets in a cash-generating unit unless there
is an indication that a class of asset should be impaired in the first instance or a fair market
value exists for one or more assets. Once an asset has been written down to its fair value
less costs of disposal then any remaining impairment is allocated equally amongst all other
assets.
Where an impairment loss subsequently reverses, the carrying amount of the asset (cash-
generating unit) is increased to the revised estimate of its recoverable amount, but only to
the extent that the increased carrying amount does not exceed the carrying amount that
would have been determined had no impairment loss been recognised for the asset (cash-
generating unit) in prior years. Reversals are allocated pro-rata across all assets in the
cash-generating unit unless there is an indication that a class of asset should be reversed
in the first instance or a fair market value exists for one or more assets. A reversal of an
impairment loss is recognised in the Group income statement immediately.
An impairment loss recognised for goodwill is never reversed in subsequent periods.
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Notes to the financial statements
1.15 Employee benefit costs
(a) Pension obligations
The Group operates a defined contribution plan under which the Group pays fixed
contributions to a separate entity. The Group has no further payment obligations once the
contributions have been paid. The contributions are recognised as employee benefit expense
when they are due.
The Group also has an unfunded pension commitment relating to three former Executives
of the Group. The amount recognised in the balance sheet in respect of the commitment
is the present value of the obligation at the balance sheet date, together with adjustment
for actuarial gains or losses. The Group recognises actuarial gains and losses immediately
in the Group statement of other comprehensive income. The interest cost arising on the
commitment is recognised in net finance costs.
(b) Share-based compensation
The Group operates share-based payment schemes for employees of its subsidiaries whereby
the Company makes awards of its own shares to employees of its subsidiaries, and as such
recognises an increase in the cost of investment in its subsidiaries equivalent to the equity-
settled share-based payment charge recognised in its subsidiaries’ financial statements, with
the corresponding credit being recognised directly in equity.
The cost of equity-settled transactions with employees for awards is measured by reference to
the fair value at the date on which they are granted. The fair value is determined by using an
appropriate pricing model.
The cost of equity-settled transactions is recognised, together with a corresponding increase
in equity, over the period in which the performance and/or service conditions are fulfilled
(the vesting period). The cumulative expense recognised for equity-settled transactions at
each reporting date until the vesting date reflects the extent to which the vesting period has
expired and the Group’s best estimate of the number of equity instruments that will ultimately
vest. The income statement expense or credit for a period represents the movement in
cumulative expense recognised as at the beginning and end of that period.
No expense is recognised for awards that do not ultimately vest, except for equity-settled
transactions where vesting is conditional upon a market or non-vesting condition, which
are treated as vesting irrespective of whether or not the market or non-vesting condition is
satisfied, provided that service conditions are also satisfied.
Where the terms of an equity-settled transaction award are modified, the minimum expense
recognised is the expense as if the terms had not been modified, if the original terms of
the award are met. An additional expense is recognised for any modification that increases
the total fair value of the share-based payment transaction or is otherwise beneficial to the
employee as measured at the date of modification.
Where an equity-settled award is cancelled, it is treated as if it vested on the date of
cancellation, and any expense not yet recognised for the award is recognised immediately.
This includes any award where non-vesting conditions within the control of either the entity
or the employee are not met. However, if a new award is substituted for the cancelled award,
and designated as a replacement award on the date that it is granted, the cancelled and new
awards are treated as if they were a modification of the original award, as described in the
previous paragraph. All cancellations of equity-settled transaction awards are treated equally,
regardless of whether the entity or the employee cancels the award.
The dilutive effect of outstanding options is reflected as additional share dilution in the
computation of diluted earnings per share.
The proceeds received net of any directly attributable transaction costs are credited to share
capital (nominal value) and share premium when the options are exercised.
(c) Bonus plans
The Group recognises a liability in respect of the best estimate of bonuses payable where
contractually obliged to do so or where a past practice has created a constructive obligation.
1.16 Cash and short-term deposits
Cash comprises cash in hand and balances with banks and on-demand deposits. Short-term
deposits are short term, highly liquid investments that are readily convertible to known
amounts of cash. They include short-term deposits originally purchased with maturities of
three months or less.
1.17 Inventories
Inventories are valued at the lower of cost and net realisable value. Cost of inventory is
determined on a ‘first-in, first-out’ basis.
The cost of finished goods comprises goods purchased for resale.
Net realisable value is the estimated selling price in the ordinary course of business. When
necessary, provision is made for obsolete and slow-moving inventories.
1.18 Taxation
(a) Current tax
Current tax assets and liabilities for the current and prior periods are measured as the
amount expected to be paid or to be recovered from the taxation authorities. The tax rates
and tax laws used to compute the amount are those that are enacted, or substantively
enacted, by the reporting date.
Current tax relating to items recognised directly in equity is recognised in equity and not the
income statement.
Management evaluates positions taken in the tax returns with respect to situations in which
applicable tax regulations are subject to interpretation at each reporting date and establishes
provisions where appropriate.
(b) Deferred tax
Deferred tax is provided using the liability method on temporary differences arising
between the tax bases of assets and liabilities and their carrying amounts in the financial
statements. However, if deferred tax arises from the initial recognition of an asset or liability
in a transaction, other than a business combination, that at the time of the transaction
affects neither accounting nor taxable profit or loss, it is not accounted for. Deferred tax is
determined using tax rates (and laws) that have been enacted or substantively enacted by the
balance sheet date and are expected to apply when the related deferred tax asset is realised or
the deferred tax liability is settled.
Deferred tax assets are recognised to the extent that it is probable that future taxable profit
will be available against which the temporary differences can be utilised.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off
current taxation assets against current taxation liabilities and it is the intention to settle these
on a net basis.
Deferred tax is provided on temporary differences arising on investments in subsidiaries,
except where the timing of the reversal of the temporary difference is controlled by the Group
and it is probable that the temporary difference will not reverse in the foreseeable future.
(c) Sales tax
Revenues, expenses and assets are recognised net of the amount of sales tax except:
Where the sales tax incurred on a purchase of assets or services is not recoverable from the
taxation authority, in which case the sales tax is recognised as part of the cost of acquisition
of the asset or as part of the expense item as applicable; and
For receivables and payables that are stated with the amount of sales tax included.
The net amount of sales tax recoverable from, or payable to, the taxation authority is included
as part of receivables or payables in the balance sheet.
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1.19 Share capital
Ordinary shares are classified as equity.
1.20 Dividends
Dividends proposed by the Board of Directors and unpaid at the period end are not
recognised in the financial statements until they have been approved by shareholders at the
Annual General Meeting. Interim dividends are recognised when paid.
1.21 Investments
Investments in subsidiaries are held at cost less accumulated impairment.
1.22 Separately disclosed items
The Group separately discloses those items which are required to give a full understanding of
the Group’s financial performance and aid comparability of the Group’s result between
periods. Such items are considered by the Directors to require separate disclosure due to
their size or nature in relation to the Group.
1.23 Jackpot accrual
A jackpot liability is recognised where there is a present obligation as a result of a past event,
which can be reliably estimated and settlement is deemed probable. This includes player
contributions to current and future jackpots.
1.24 Chief Operating Decision Maker
The Chief Decision Maker (CDM) plays a pivotal role in overseeing of the company’s financial
reporting and ensuring adherence to accounting standards. The CDM’s responsibilities
include:
Ensuring Rank financial information reflects the true financial position of the company
 
which facilitates sound decision making and promoting long-term stability,
Ensures Rank has full compliance with relevant accounting standards,
Upholding the transparency in our financial reporting,
Maintains vigilance around the risks associated with non-compliance, taking steps to
 
mitigate these risks.
Leverages accurate and compliant financial reports, to make informed strategic decision
 
that impact the company’s growth, risk management and resource allocation.
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137
Notes to the financial statements
2 Segmental reporting
(a) Segment information – operating segments
   
 
Year ended 30 June 2024
   
Grosvenor
Mecca
Enracha
Central
 
 
Digital
Venues
Venues
Venues
Costs
Total
 
£m
£m
£m
£m
£m
£m
Continuing operations
           
Revenue
226.0
331.3
138.9
38.5
734.7
Other operating income
Operating profit (loss)
23.4
23.7
3.7
9.6
(14.1)
46.3
Separately disclosed items
(7.2)
(7.2)
(5.4)
3.5
(0.6)
(16.9)
Segment result
16.2
16.5
(1.7)
13.1
(14.7)
29.4
Finance costs
         
(13.4)
Finance income
         
0.7
Other financial losses
         
(1.2)
Profit before taxation
         
15.5
Taxation
         
(3.5)
Profit for the year from continuing operations
         
12.0
Other segment items – continuing operations
           
Capital expenditure
(10.3)
(19.0)
(14.1)
(2.3)
(1.0)
(46.7)
Depreciation and amortisation
(14.6)
(25.9)
(4.3)
(1.5)
(1.4)
(47.7)
Separately disclosed items from continuing operations
           
Impairment charges
(18.8)
(10.0)
(28.8)
Impairment reversals
12.9
4.7
3.6
21.2
Closure of venues
(0.2)
0.7
(0.1)
(0.6)
(0.2)
Amortisation of acquired intangible assets
(6.6)
(6.6)
Property related provisions
(1.1)
(0.8)
(1.9)
Divestment on Multibrands and PG
(0.6)
(0.6)
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Notes to the financial statements
Year ended 30 June 2023 (restated)
Grosvenor
Mecca
Enracha
Central
Digital
Venues
Venues
Venues
Costs
Total
£m
£m
£m
£m
£m
£m
Continuing operations
Revenue
202.9
306.3
136.3
36.4
681.9
Operating profit (loss)
13.2
16.3
(7.0)
9.1
(13.1)
18.5
Separately disclosed items
(9.1)
(51.7)
(67.1)
(4.2)
3.2
(128.9)
Segment result
4.1
(35.4)
(74.1)
4.9
(9.9)
(110.4)
Finance costs
(12.6)
Finance income
0.8
Other financial losses
(1.1)
Loss before taxation
(123.3)
Taxation
27.2
Loss for the year from continuing operations
(96.1)
Other segment items – continuing operations
Capital expenditure
(10.6)
(19.5)
(12.5)
(1.2)
(0.3)
(44.1)
Depreciation and amortisation
(14.3)
(28.8)
(10.9)
(1.5)
(2.5)
(58.0)
Separately disclosed items from continuing operations
Impairment charges
(53.3)
(61.5)
(4.1)
(118.9)
Impairment reversals
6.6
6.6
Property-related provisions
(1.4)
(0.5)
(1.9)
Amortisation of acquired intangible assets
(8.6)
(8.6)
Closure of venues
(3.0)
(4.6)
(0.1)
(7.7)
Integration costs
(0.1)
(0.1)
Business transformation costs
(0.4)
(0.6)
(0.5)
(0.5)
(2.0)
Disposal provision lease
3.7
3.7
The Group reports segmental information on the basis by which the chief operating decision-
makers utilise internal reporting within the business.
Assets and liabilities have not been segmented as this information is not provided to the
chief operating decision-makers on a regular basis.
Capital expenditure comprises cash expenditure on property, plant and equipment and other
intangible assets.
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Notes to the financial statements
(b) Geographical information
The Group operates in three main geographical areas (UK, Continental Europe and Rest of
World).
(i)
Revenue from customers by geographical area based on location of customer
   
 
Year ended
Year ended
 
30 June 2024
30 June 2023
 
£m
£m
UK
664.8
616.0
Continental Europe
66.1
60.5
Rest of World
3.8
5.4
Total revenue
734.7
681.9
(ii)
Non-current assets by geographical area based on location of assets
   
 
As at
As at
 
30 June 2024
30 June 2023
 
£m
£m
UK
556.2
562.0
Continental Europe
66.8
69.9
Total non-current assets
623.0
631.9
With the exception of the UK, no individual country contributed more than 15% of
consolidated sales or assets.
(c)
Total revenue and profit from operations
   
 
Revenue
Profit
 
Year ended
Year ended
Year ended
Year ended
 
30 June 2024
30 June 2023
30 June 2024
30 June 2023
 
£m
£m
£m
£m
From continuing operations
734.7
681.9
12.0
(96.1)
From discontinued operations
0.2
0.3
 
734.7
681.9
12.2
(95.8)
(d) Total revenue by income stream
   
 
Year ended
Year ended
 
30 June 2024
30 June 2023
 
£m
£m
Revenue recognised under IFRS 9
   
Gaming win – Casino
599.4
552.1
Revenue recognised under IFRS 15
   
Gaming win – Bingo
64.4
61.8
Gaming win – Poker
23.8
18.9
Gaming win – Rummy
3.4
5.4
Food and beverage
39.8
39.1
Other
3.9
4.6
Total revenue recognised under IFRS 15
135.3
129.8
Total revenue
734.7
681.9
140
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Annual Report 2024
Group Overview
Strategic Report
Governance
Financial Statements
Notes to the financial statements
(e)
Total cost analysis by segment
To increase transparency, the Group has decided to include additional disclosure analysing
total costs by type and segment. A reconciliation of total costs, before separately disclosed
items, by type and segment is as follows:
   
 
Year ended 30 June 2024
   
Grosvenor
Mecca
Enracha
Central
 
 
Digital
Venues
Venues
Venues
Costs
Total
 
£m
£m
£m
£m
£m
£m
Employment and related costs
28.9
139.6
51.8
17.7
8.6
246.6
Taxes and duties
51.2
70.0
26.1
1.8
2.1
151.2
Direct costs
55.3
29.2
21.9
3.4
109.8
Depreciation and amortisation
14.6
25.9
4.3
1.5
1.4
47.7
Marketing
39.2
8.0
5.1
2.8
55.1
Property costs
1.0
9.5
5.1
0.5
0.4
16.5
Other
12.4
25.4
20.9
1.2
1.6
61.5
Total costs before separately disclosed items
202.6
307.6
135.2
28.9
14.1
688.4
Cost of sales
         
418.2
Operating costs
         
270.2
Total costs before separately disclosed items
         
688.4
   
 
Year ended 30 June 2023 (restated)
   
Grosvenor
Mecca
Enracha
Central
 
 
Digital
Venues
Venues
Venues
Costs
Total
 
£m
£m
£m
£m
£m
£m
Employment and related costs
28.1
122.0
46.1
17.7
7.7
221.6
Taxes and duties
47.7
64.2
27.1
2.0
1.2
142.2
Direct costs
57.1
28.2
20.6
3.0
-
108.9
Depreciation and amortisation
14.3
28.8
10.9
1.5
2.5
58.0
Marketing
33.3
6.2
5.7
2.4
0.2
47.8
Property costs
0.8
11.6
6.5
0.6
0.5
20.0
Other
8.4
29.0
26.4
0.1
1.0
64.9
Total costs before separately disclosed items
189.7
290.0
143.3
27.3
13.1
663.4
Cost of sales
         
409.0
Operating costs
         
254.4
Total costs before separately disclosed items
         
663.4
The Group reports segmental information on the basis by which the chief operating
decision-makers utilise internal reporting within the business.
The Rank Group Plc
Annual Report 2024
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Financial Statements
141
Notes to the financial statements
3 Profit for the year – analysis by nature
The following items have been charged in arriving at the profit (loss) for the year before
financing and taxation from continuing operations:
 
Year ended
Year ended
 
30 June 2024
30 June 2023
 
£m
£m
Employee benefit expense
225.7
206.9
Cost of inventories recognised as expense
22.1
21.4
Amortisation of intangibles
15.0
15.7
Depreciation
   
owned assets (including £17.2m (year ended 30 June 2023: £21.8m) within cost of sales)
18.6
23.8
right-of-use assets (including £12.9m (year ended 30 June 2023: £16.8m) within cost of sales)
14.1
19.0
– Amortisation and depreciation within SDI
8.3
10.5
Separately disclosed items – operating costs (see note 4)
16.9
128.9
Auditors’ remuneration for audit services
1.9
1.7
In the year, the Group’s auditors, Ernst & Young LLP, including its network firms, earned the
following fees:
 
Year ended
Year ended
 
30 June 2024
30 June 2023
 
£m
£m
Audit services
   
Fees payable to the Company’s auditor for the parent company and consolidated financial statements
1.7
1.7
Other services
   
– other services - non audit
0.2
 
1.9
1.7
£35,000 (year ended 30 June 2023: £35,000) of the audit fees related to the parent company.
It is the Group’s policy to balance the need to maintain auditor independence with the benefit
of taking advice from the leading firm in the area concerned and the desirability of being
efficient.
142
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Strategic Report
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Financial Statements
Notes to the financial statements
4 Separately disclosed items (SDIs)
   
Year ended
Year ended
   
30 June 2024
30 June 2023
 
Note
£m
£m
Continuing operations
     
Impairment charges
10, 11, 12, 13
(28.8)
(118.9)
Impairment reversals
10, 11, 12, 13
21.2
6.6
Closure of venues
 
(0.2)
(7.7)
Amortisation of acquired intangible assets
 
(6.6)
(8.6)
Property-related provisions
 
(1.9)
(1.9)
Loss on disposal of subsidiaries
 
(0.6)
Integration costs
 
(0.1)
Business transformation costs
 
(2.0)
Disposal provision lease
 
3.7
Separately disclosed items
1
 
(16.9)
(128.9)
Interest
 
(1.1)
(0.6)
Taxation
6
2.8
27.7
Separately disclosed items relating to continuing operations
1
 
(15.2)
(101.8)
Separately disclosed items relating to discontinued operations
1
     
Profit on disposal of business
 
0.2
0.3
Total separately disclosed items
1
 
(15.0)
(101.5)
1.
It is Group policy to reverse separately disclosed items in the same line as they were originally recognised.
Impairment charges and reversal
During the year, the Group recognised impairment charges of £28.8m (2023: £118.9m)
relating to Grosvenor venues and Mecca clubs for a number of reasons, including lower than
anticipated performances, further reduction in forecast earnings and a decision to close a
number of clubs. (see note 13 for further details).
The Group also recognised a reversal of previously impaired assets of £21.2m (2023: £6.6m
Grosvenor venues) relating to Grosvenor and Enracha venues and Mecca clubs. The reversals
were driven by better than anticipated performance and improved outlook in the identified
Grosvenor and Enracha venues and Mecca clubs.
These items are material, non-recurring and as such, have been excluded from underlying
results.
Closure of venues
During the year, the Group impact of closed clubs was £0.2m (2023: £3.1m relating to a
number of Mecca venues. £3.0m relating to a Grosvenor venue and £0.1m relating to an
Enracha venue). These relate to onerous contract costs, dilapidations and strip out costs on
leased sites and other directly related costs that have been identified for closure. Upon initial
recognition of closure provisions, management uses its best estimates of the relevant costs to
be incurred, as well as the expected closure dates.
These are material, one off costs and as such have been excluded from underlying results.
Amortisation of acquired intangible assets
Acquired intangible assets are amortised over the life of the assets with the charge being
included in the Group’s reported amortisation expense. Given these charges are material
and non-cash in nature, the Group’s underlying results have been adjusted to exclude the
amortisation expense of £6.6m (2023: £8.6m) relating to the acquired intangible assets of
Stride, YoBingo and Rialto.
The Rank Group Plc
Annual Report 2024
Group Overview
Strategic Report
Governance
Financial Statements
143
Notes to the financial statements
Property related provision
The Group recognised a dilapidation liability (and corresponding dilapidation asset) of
£28.7m during the period ending 31 December 2022. As a result, the Group have recognised
dilapidation asset depreciation of £1.7m (2023: £1.9m) and interest on dilapidation liability of
£1.1m (2023: £0.6m) both recognised as separately disclosed items.
Property related provisions do not relate to the operations of the Group, rather a direct result
of potential club or property closures and are therefore, excluded from underlying results.
In prior years and as a result of the COVID-19 lockdown, the Group determined it was
probable that they will be required to make payments under a property arrangement for
which the liability will revert to the Group if the tenant defaults. At that time a provision of
£10.4m was recognised, being the present value of the amount expected to be paid over the
remaining term of the lease.
During the prior year, the Group have re-considered this provision in light of the current
circumstances and situation for both the Group, the guarantors and the property tenants. It
was determined that payment is no longer probable and therefore, the provision was released
in full.
This is a material, one-off provision and as such has been excluded from underlying results
consistent with the original recognition of the provision.
Integration costs
During the year, no cost (2023: £0.1m) has been excluded from underlying operating results
of the Group. These costs have been incurred to ready the RIDE proprietary platform,
acquired in the Stride acquisition, to migrate the legacy Rank brands. Meccabingo.com
successfully migrated in January 2022 and grosvenorcasino.com in September 2022.
Costs directly associated with the integration of business acquisitions are charged to
the Group income statement. Such items are material, infrequent in nature and are not
considered to be part of the underlying business performance.
Business transformation costs
This was a multi-year change programme for the Group focused around revenue growth,
cost savings, efficiencies and ensuring the key enablers are in place. The transformation
programme started in January 2019 was expected to complete by 31 December 2021 but due
to COVID-19 this period was extended.
The multi-year change programme is a material, infrequent programme and is not considered
to be part of the underlying business performance. During the year no cost (2023: £2.0m)
was incurred and excluded from the underlying results of the Group. Going forward, the costs
associated with this programme would form part of the underlying results of the Group.
Disposal provision release
In prior years, a provision had been made for legacy industrial disease and personal injury
claims, and other directly attributable costs arising as a consequence of the sale or closure of
previously owned businesses.
During the prior year, the Group have re-considered this provision by reviewing the historic
and recent claims including the final settlement made. The Group also assessed the
likelihood of payment for existing and potential future claims and concluded, on most cases,
that the payment could not be determined as probable. It was therefore determined necessary
to release the provision of £3.7m.
Loss on disposal of subsidiaries
During the year the Group disposed of its subsidiary of Passion Gaming and incurred a loss
of £0.5m, see note 34 for further details.
In addition, the multibrand business is in the process of divestment and £0.1m related to
legal fees incurred to date.
Taxation
The tax impact of all of the above items are also considered not to be part of the underlying
operations of the Group.
Profit on disposal of business
Charges or credits associated with the disposal of part or all of a business may arise. Such
disposals may result in one time impacts that in order to allow comparability means the
Group removes the profit or loss from underlying operating results.
The Group also made the decision to release £0.2m of the warranty provision associated with
the Belgium casino sale due to passage of time, see note 23.
144
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Financial Statements
Notes to the financial statements
5 Financing
   
 
Year ended
Year ended
 
30 June 2024
30 June 2023
 
£m
£m
Continuing operations
   
Finance costs:
   
Interest on debt and borrowings
(4.0)
(4.8)
Amortisation of issue costs on borrowings
(3.5)
(1.3)
Interest payable on leases
(5.9)
(6.5)
Total finance costs
(13.4)
(12.6)
Finance income:
   
Interest income on net investments in leases
0.3
0.1
Interest income on short-term bank deposits
0.4
0.7
Total finance income
0.7
0.8
Other financial losses
(0.1)
(0.5)
Total net financing charge before SDIs
(12.8)
(12.3)
SDI – interest
(1.1)
(0.6)
Total net financing charge
(13.9)
(12.9)
Other financial losses include foreign exchange losses on loans and borrowings.
6 Taxation
   
   
Year ended
 
Year ended
30 June 2023
 
30 June 2024
(restated)
 
£m
£m
Current income tax
   
Current income tax – UK
0.1
1.3
Current income tax – overseas
(2.3)
(1.9)
Current income tax on SDI
2.6
Amounts (under) over provided in previous period
(0.2)
0.1
Total current income tax (charge) credit
(2.4)
2.1
Deferred tax
   
Deferred tax – UK
(1.6)
(5.8)
Deferred tax – overseas
(1.2)
0.1
Restatement of deferred tax due to rate change
5.7
Deferred tax on SDI
2.8
25.1
Amounts under provided in previous period
(1.1)
Total deferred tax (charge) credit (note 22)
(1.1)
25.1
Tax (charge) credit in the income statement
(3.5)
27.2
The Rank Group Plc
Annual Report 2024
Group Overview
Strategic Report
Governance
Financial Statements
145
Notes to the financial statements
The tax on the Group’s profit before taxation differs from the standard rate of UK corporation
tax in the period of 25.00% (year ended 30 June 2023: 20.50%). The differences are
explained below:
Year ended
Year ended
30 June 2023
30 June 2024
(restated)
£m
£m
Profit (loss) before taxation on continuing operations
15.5
(123.3)
Tax (charge) credit calculated at 25.00% on profit (loss) before taxation (year ended 30 June 2023: 20.5%)
(3.9)
25.3
Effects of:
Expenses not deductible for tax purposes
(1.8)
(2.4)
Difference in overseas tax rates
1.4
(2.0)
Restatement of deferred tax due to rate change
5.7
Adjustments relating to prior periods
(0.8)
0.1
Deferred tax not recogniesed
(0.2)
(1.7)
Overseas tax credit
1.9
2.2
Withholding tax suffered
(0.1)
Tax (charge) credit in the income statement
(3.5)
27.2
Tax on SDIs
The taxation impacts of SDIs are disclosed below:
Year ended 30 June 2024
Year ended 30 June 2023
Current income
Deferred
Current income
Deferred
tax
tax
Total
tax
tax
Total
£m
£m
£m
£m
£m
£m
Net impairment charges
1.2
1.2
2.0
23.2
25.2
Property-related provisions
0.8
0.8
0.2
0.7
0.9
Amortisation of acquired intangible assets
0.8
0.8
1.3
1.3
Closure of venues
0.2
1.3
1.5
Integration costs
0.1
(1.8)
(1.7)
Business transformation costs
0.1
0.4
0.5
Tax credit on SDI
2.8
2.8
2.6
25.1
27.7
Tax effect of items within other comprehensive income
Year ended
Year ended
30 June 2024
30 June 2023
£m
£m
Current income tax charge on exchange movements offset in reserves
(0.2)
Total tax charge on items within other comprehensive income
(0.2)
146
The Rank Group Plc
Annual Report 2024
Group Overview
Strategic Report
Governance
Financial Statements
Notes to the financial statements
Factors affecting future taxation
UK corporation tax is calculated at 25.00% (year ended 30 June 2023: 20.5%) of the
estimated assessable profit for the period. Taxation for overseas operations is calculated at
the local prevailing rates.
On 1 July 2024, the Government of Gibraltar announced the increase in the main rate of
corporation tax from 12.50% to 15.00% effective from 1 July 2024. This rate change will
increase the amount of cash tax payments to be made by the Group.
The ultimate holding company and its subsidiaries (the “UHC Group”) of which the
Group is a part of, is within the scope of the Organisation for Economic Co-operation and
Development (“OECD”) Pillar Two model rules whereby top-up tax on profits are required
in any jurisdictions in which it operates when the blended effective tax rate in each of those
jurisdictions is lower than the minimum effective tax rate of 15%.
The Pillar Two model rules will be effective in the jurisdiction of the UHC Group’s parent
company from the financial year beginning on or after 1 January 2025. Some tax jurisdictions
where the Group operates, including the United Kingdom, will implement the Pillar Two
model rules earlier starting from the financial year beginning on or after 1 January 2024,
making it effective for the Group from 1 July 2024.
The UHC Group has assessed the potential exposure to the Pillar Two income taxes for all of
its subsidiaries that operate in the same jurisdictions as the Group, and the Group has also
carried out its own independent assessment. The potential impact has been assessed based
on the 30 June 2023 tax filings, country by country reporting and financial statements for the
constituent entities in the Group. In this assessment the majority of jurisdictions satisfied the
transitional safe harbour rules and based on the level of pre-tax profit and level of tax expense
in the other jurisdictions it is not considered that there would be a material top-up tax liability
at this stage.
The Amendments to IAS 12 “Income Taxes – International Tax Reform – Pillar Two Model
Rules” introduce a temporary mandatory exception to the accounting for deferred taxes
arising from the jurisdictional implementation of the Pillar Two Model Rules as well as
disclosure requirements on the exposure to Pillar Two income taxes upon adoption.
Accordingly, the Group has applied the temporary mandatory exception in Amendments
to IAS 12 “International Tax Reform – Pillar Two Model Rules” retrospectively and is not
accounting for deferred taxes arising from any top-up tax due to the Pillar Two model
rules in the consolidated financial statements.
7 Results attributable to the Parent Company
The Company has elected to take the exemption under Section 408 of the Companies Act
2006 not to present the parent company income statement. The profit for the year ended 30
June 2024 for the Company was £65.1m (year ended 30 June 2023: loss of £202.2m).
8 Dividends paid to equity holders
A final dividend in respect of the year ended 30 June 2024 of 0.85p per share, amounting to a
total dividend of £4.0m, is to be recommended at the Annual General Meeting on 17 October
2024 (year ended 30 June 2023: £Nil). These financial statements do not reflect this dividend
payable.
The Rank Group Plc
Annual Report 2024
Group Overview
Strategic Report
Governance
Financial Statements
147
Notes to the financial statements
9 Earnings (loss) per share
(a)
Basic earnings (loss) per share
   
 
Year ended 30 June 2024
Year ended 30 June 2023 (restated)
 
Underlying
SDI
Total
Underlying
SDI
Total
Profit (loss) attributable to equity shareholders
           
Continuing operations
£27.5m
£(15.2)m
£12.3m
£5.3m
£(101.8)m
£(96.5)m
Discontinued operations
£0.2m
£0.2m
£0.3m
£0.3m
Total
£27.5m
£(15.0)m
£12.5m
£5.3m
£(101.5)m
£(96.2)m
Weighted average number of ordinary shares in issue
468.4m
468.4m
468.4m
468.4m
468.4m
468.4m
Basic earnings (loss) per share
           
Continuing operations
5.9p
(3.3)p
2.6p
1.1p
(21.7)p
(20.6)p
Discontinued operations
-
0.1p
0.1p
0.1p
0.1p
Total
5.9p
(3.2)p
2.7p
1.1p
(21.6)p
(20.5)p
(b)
Diluted earnings/(loss) per share
Diluted earnings/(loss) per share is calculated by adjusting the weighted average number of
ordinary shares in issue to assume conversion of all dilutive potential ordinary shares.
   
 
Year ended 30 June 2024
Year ended 30 June 2023 (restated)
 
Underlying
SDI
Total
Underlying
SDI
Total
Weighted average number of ordinary shares in issue
468.4m
468.4m
468.4m
468.4m
468.4m
468.4m
Number of shares used for fully diluted earnings per share
468.4m
468.4m
468.4m
468.4m
468.4m
468.4m
Diluted earnings (loss) per share
           
Continuing operations
5.9p
(3.3)p
2.6p
1.1p
(21.7)p
(20.6)p
Discontinued operations
-
0.1p
0.1p
0.1p
0.1p
Total
5.9p
(3.2)p
2.7p
1.1p
(21.6)p
(20.5)p
148
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Group Overview
Strategic Report
Governance
Financial Statements
Notes to the financial statements
10 Intangible assets
   
     
Casino
     
     
and other
     
     
gaming
Software
Brands and
 
     
licences and
and
customer
 
   
Goodwill
concessions
development
relationships
Total
Group
Note
£m
£m
£m
£m
£m
Cost
           
At 1 July 2022
 
220.3
277.9
140.7
22.7
661.6
Additions
 
12.9
0.2
13.1
Disposals
 
(0.7)
(3.0)
(3.7)
Reallocation
 
4.0
4.0
Exchange adjustments
 
0.1
0.1
At 30 June 2023
 
220.3
278.0
156.9
19.9
675.1
Additions
 
16.0
0.1
16.1
Disposals
 
(0.1)
(1.0)
(1.1)
Exchange adjustments
 
(0.6)
(0.2)
(0.2)
(1.0)
Reallocation between categories*
 
(0.3)
(0.3)
Assets held for sale
17
(0.3)
(0.3)
At 30 June 2024
 
220.3
277.3
172.1
18.8
688.5
Aggregate amortisation and impairment
           
At 1 July 2022
 
59.1
91.4
17.5
168.0
Charge for the year
 
0.1
20.7
3.5
24.3
Disposals
 
(0.7)
(3.0)
(3.7)
Impairment charges
 
27.7
27.7
Reallocation*
 
2.1
2.1
Exchange adjustments
 
(0.1)
(0.1)
At 30 June 2023
 
86.8
113.5
18.0
218.3
Charge for the year
 
20.5
1.1
21.6
Disposals
 
(1.0)
(1.0)
Impairment charges
 
11.1
11.1
Impairment reversals
 
(9.2)
(9.2)
Reallocation*
 
0.5
1.0
1.5
Exchange adjustments
 
(0.4)
(0.2)
(0.6)
Business disposed
 
0.4
0.4
At 30 June 2024
 
88.8
135.4
17.9
242.1
Net book value at 30 June 2023
 
220.3
191.2
43.4
1.9
456.8
Net book value at 30 June 2024
 
220.3
188.5
36.7
0.9
446.4
* Management identified £1.5m of net book value which should be reclassified from property, plant and equipment (£1.4m) and
right of use assets (£0.1m) to intangible assets. These have been reflected in the reallocation line in the note above.
The Rank Group Plc
Annual Report 2024
Group Overview
Strategic Report
Governance
Financial Statements
149
Notes to the financial statements
Amortisation charge for the year of £21.6m (30 June 2023: £24.3m) comprises of £6.6m (30
June 2023: £8.6m) recognised in respect of SDI relating to continuing operations and £15.0m
(30 June 2023: £15.8m) in respect of operating profit before SDI.
Net impairment charges for the year of £1.9m (30 June 2023: £27.7m) have been recognised
in respect of SDI relating to continuing operations, comprising of an impairment charge of
£11.1m (30 June 2023: £27.7m) and impairment reversals of £9.2m (30 June 2023: £nil).
Software includes internally-generated computer software and development technology with
a net book value of £4.0m (30 June 2023: £3.3m). Included in software and development are
assets in the course of construction of £2.9m (30 June 2023: £1.2m).
Brands and customer relationships are fair value adjustments that arose on acquisition.
Intangible assets have been reviewed for impairment as set out in note 13.
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Financial Statements
Notes to the financial statements
11 Property, plant and equipment
     
Fixtures,
   
     
fittings,
   
   
Land and
plant and
   
   
buildings
machinery
Leasehold
Total
Group
Note
£m
£m
Improvements
£m
Cost
         
At 1 July 2022
 
36.1
482.8
74.2
593.1
Additions
 
29.4
30.3
59.7
Disposals
 
(1.4)
(14.3)
(4.3)
(20.0)
Reallocation
*
 
0.8
(4.8)
(4.0)
Exchange adjustments
 
(0.2)
(0.2)
At 30 June 2023
 
35.5
492.9
100.2
628.6
Additions
 
0.2
35.1
1.4
36.7
Disposals
 
(0.1)
(1.0)
(1.1)
Reallocation
 
0.3
0.3
Exchange adjustments
 
(0.2)
(0.9)
(1.1)
At 30 June 2024
 
35.5
527.3
100.6
663.4
Accumulated depreciation and impairment
         
At 1 July 2022
 
12.7
405.9
61.4
480.0
Charge for the year
 
0.3
21.6
3.8
25.7
Disposals
 
(1.4)
(14.1)
(4.3)
(19.8)
Impairment charges
 
4.2
23.2
24.2
51.6
Impairment reversals
 
(3.8)
(0.5)
(4.3)
Reallocation
*
 
(2.1)
(2.1)
At 30 June 2023
 
15.8
430.7
84.6
531.1
Charge for the year
 
0.3
16.8
3.2
20.3
Disposals
 
(1.0)
(1.0)
Impairment charges
 
6.8
0.6
7.4
Impairment reversals
 
(3.3)
(1.6)
(4.9)
Reallocation
 
(0.9)
(0.5)
(1.4)
Exchange adjustment
 
(0.6)
(0.6)
At 30 June 2024
 
16.1
449.5
85.3
550.9
Net book value at 30 June 2023
 
19.7
62.2
15.6
97.5
Net book value at 30 June 2024
 
19.4
77.8
15.3
112.5
* Management identified £1.5m of net book value which should be reclassified from property, plant and equipment (£1.4m) and
right of use assets (£0.1m) to intangible assets. These have been reflected in the reallocation line in the note above.
Net impairment charges for the year of £2.5m (30 June 2023: £47.3m) have been recognised
in respect of SDI relating to continuing operations, comprising of an impairment charge of
£7.4m (30 June 2023: £51.6m) and impairment reversals of £4.9m (30 June 2023: £4.3m).
Included in property, plant and equipment are assets in the course of construction of £19.9m
(30 June 2023: £7.1m).
The Rank Group Plc
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Financial Statements
151
Notes to the financial statements
12 Right-of-use assets
   
 
Right-of-use
Right-of-use
 
 
land and
fleet and
 
 
buildings
machines
Total
Group
£m
£m
£m
Cost
     
At 1 July 2022
216.3
5.0
221.3
Additions
19.1
19.1
Disposals
(1.2)
(1.2)
Exchange adjustments
(0.2)
(0.1)
(0.3)
At 30 June 2023
234.0
4.9
238.9
Additions
15.7
2.3
18.0
Disposals
(6.1)
(6.1)
Exchange adjustments
(0.1)
(0.1)
At 30 June 2024
243.5
7.2
250.7
Accumulated depreciation and impairment
     
At 1 July 2022
115.7
4.0
119.7
Charge for the year
18.1
0.9
19.0
Disposals
(1.2)
(1.2)
Impairment charges
39.6
39.6
Impairment reversals
(2.3)
(2.3)
At 30 June 2023
169.9
4.9
174.8
Charge for the year
13.5
0.6
14.1
Disposals
(5.4)
(5.4)
Impairment charges
10.3
10.3
Impairment reversals
(7.1)
(7.1)
Reallocation
(0.1)
(0.1)
At 30 June 2024
181.1
5.5
186.6
Net book value at 30 June 2023
64.1
64.1
Net book value at 30 June 2024
62.4
1.7
64.1
* Management identified £1.5m of net book value which should be reclassified from property, plant and equipment (£1.4m) and right
of use assets (£0.1m) to intangible assets. These have been reflected in the reallocation line in the note above.
Net impairment charges for the year of £3.2m (30 June 2023: £37.3m) have been recognised
in respect of SDI relating to continuing operations, comprising of an impairment charge of
£10.3m (30 June 2023: £39.6m) and impairment reversals of £7.1m (30 June 2023: £2.3m).
152
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Financial Statements
Notes to the financial statements
13 Impairment reviews
Group
The Group considers each venue to be a separate cash-generating unit (‘CGU’). The Group’s
digital operations consist of the UK digital business and the International digital business.
UK digital and International digital are each assessed as separate CGUs. The individual
Grosvenor venues are aggregated for the purposes of allocating the Grosvenor goodwill.
As at 30 June 2024, goodwill and indefinite life intangible assets considered significant
in comparison to the Group’s total carrying amount of such assets have been allocated to
groups of CGUs as follows:
 
Goodwill
Intangible assets
 
2023/24
2022/23
2023/24
2022/23
 
£m
£m
£m
£m
Grosvenor – group of CGUs
1
80.9
80.9
179.0
179.5
UK digital CGUs
108.5
108.5
International digital CGUs
30.9
30.9
Enracha CGUs
2
11.2
11.6
Total
220.3
220.3
190.2
191.1
1.
Each Grosvenor venue is a separate CGU. Each venue holds at least one licence, but can hold multiple licences, which
represents an indefinite life intangible asset. The individual Grosvenor venues are aggregated for the purposes of allocating the
Grosvenor goodwill.
2.
Each Enracha venue is a separate CGU. As no individual venue CGU is significant in comparison to the total carrying amounts
of intangible assets and other assets, the venue CGUs have been presented on aggregated basis.
The carrying amounts of the Group’s non-financial assets, other than inventories and
deferred tax assets, are reviewed at each reporting date to determine whether there is any
indication of impairment as required by IAS 36. If any such indication exists, then the asset’s
or CGU’s recoverable amount is estimated. For goodwill and intangible assets that have
indefinite lives, the recoverable amount of the related CGU or group of CGUs is estimated
each year at the same time. The recoverable amount is determined based on the higher of
the fair value less costs of disposal and value in use. The nature of the test requires that the
Directors exercise judgement and estimation.
The impairment test was conducted in June 2024, and management is satisfied that the
assumptions used were appropriate and that goodwill asset is not impaired, no reasonable
possible changes in assumptions will result in an impairment and therefore no sensitivity
analysis has been disclosed.
Testing is carried out by allocating the carrying value of these assets to CGUs, as set out
above, and determining the recoverable amounts of those CGUs. The individual CGUs were
first tested for impairment and then the group of CGUs to which goodwill is allocated were
tested. Where the recoverable amount exceeds the carrying value of the CGUs, the assets
within the CGUs are considered not to be impaired. If there are legacy impairments for such
assets, except goodwill, these are considered for reversal.
The recoverable amounts of all CGUs or group of CGUs have been calculated with reference
to their value in use. Value in use calculations are based upon estimates of future cash flows
derived from the Group’s strategic plan for the following three years. The strategic plan
is updated in the final quarter of the financial year and has been approved by the Board of
Directors. Future cash flows will also include an estimate of long-term growth rates which are
estimated by business unit.
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153
Notes to the financial statements
Pre-tax discount rates are applied to each CGU or group of CGUs’ cash flows and reflect both
the time value of money and the risks that apply to the cash flows of that CGU or group of
CGUs. These estimates have been calculated by external experts and are based on typical
debt and equity costs for listed gaming and betting companies with similar risk profiles. The
rates adopted are disclosed in the table below.
Pre-tax discount rate
Long-term growth rate
2023/24
2022/23
2023/24
2022/23
Grosvenor venues
12.80%
12.17%
2%
2%
Mecca venues
12.80%
12.17%
2%
0%
UK digital
13.41%
12.57%
2%
2%
International digital
14.29%
12.63%
2%
2%
Enracha venues
13.07%
13.83%
2%
2%
Expenses are assessed separately by category. Assumptions include an extrapolation of
recent cost inflation trends, known inflation trends such as national living wage and an
expectation that costs will be incurred in line with agreed contractual rates.
Where a CGU does not have goodwill or indefinite life intangible assets, the CGU is only
assessed for impairment where an indicator of impairment to the associated definite life
intangible, right-of-use assets and/or property, plant and equipment is identified.
The approach to determine recoverable amounts for a CGU without goodwill or indefinite life
intangibles is the same as that described above and is determined based on the higher of fair
value less costs of disposal and value in use.
As a result of the procedures outlined above, the following impairment charges and
impairment reversal have been recognised during the year and disclosed within SDIs in the
Group income statement.
Property, plant
Right-of-use
Intangible
and equipment
asset
assets
Total
£m
£m
£m
£m
Impairment charges
Grosvenor venues
1
(3.0)
(4.7)
(11.1)
(18.8)
Mecca venues
2
(4.4)
(5.6)
-
(10.0)
(7.4)
(10.3)
(11.1)
(28.8)
Impairment reversals
Grosvenor venues
1
3.5
2.9
6.5
12.9
Mecca venues
2
1.2
3.5
-
4.7
Enracha venues
3
0.2
0.7
2.7
3.6
4.9
7.1
9.2
21.2
Net impairment charge
(2.5)
(3.2)
(1.9)
(7.6)
1.
Impairment charge and reversal are recorded at the different individual Grosvenor venue CGUs. The total value in use of the
CGUs where an impairment charge or impairment reversal was recognised totalled to £588.4m.
2.
Impairment charge and reversal are recorded at the different individual Mecca venue CGUs. The total value in use of the CGUs
where an impairment charge or impairment reversal was recognised totalled to £25.5m.
3.
Impairment charge and reversal are recorded at the different individual Enracha venue CGUs. The total value in use of the CGUs
where an impairment charge or impairment reversal was recognised totalled to £85.2m.
154
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Notes to the financial statements
Apart from Enracha venues, which performed well in the year, several Mecca venues and
Grosvenor venues have indicators of impairment. This was primarily due to lower than
expected customer visits; poor win margin; lower spend impacting revenues and highter
running costs at these locations.
During the current year, the Group also recognised a reversal of previously impairmed assets
of £21.2m relating to Grosvenor venues, Mecca venues and one Enracha venue. The reversal
were driven by better than anticipated performance and improved outlook in the identified
venues.
Sensitivity of impairment review
The calculation of value in use is most sensitive to the following assumptions:
revenue growth
discount rates
growth rates used to extrapolate cash flow beyond the forecast period
Revenue growth
The Group prepared cash flow projections derived from the most recent budget for the year
ending 30 June 2025 and the Group’s medium-term strategic plan to 30 June 2028, which
applied a growth rate reflecting management’s strategy for a period of three (3) years based
on past performance and expectations of future changes in the market and Group’s operating
model.
Discount rates
Discount rates represent the current market assessment of the risks specific to each CGU,
taking into consideration the time value of money and individual risks of the underlying
assets that have not been incorporated in the cash flow estimates. The discount rate
calculation is based on the specific circumstances of the Group and its operating segments
and is derived from its weighted average cost of capital (WACC). The WACC takes into
account both debt and equity. The cost of equity is derived from the expected return on
investment by the Group’s investors. The cost of debt is based on the interest-bearing
borrowings the Group is obliged to service. Segment-specific risk is incorporated by applying
individual beta factors. The beta factors are evaluated annually based on publicly available
market data. Adjustments to the discount rate are made to factor in the specific amount and
timing of the future tax flows in order to reflect a pre-tax discount rate.
Growth rate estimates
Medium-term growth rates applied to the value-in-use calculations of each CGU reflect
management’s strategy for a period of three (3) years. Terminal values were determined using
a long-term growth assumption for each CGU noted in the table above.
The Group assessed the impact of climate change in the impairment review and considers
that the most significant impacts would be in relation to the cost of energy to the Group for
which best estimates have been factored into future forecasts. The Group constantly monitors
the latest government legislation in relation to climate related matters. At the current time,
no legislation has been passed that will impact the Group. The Group will adjust the key
assumptions used in value in use calculations and sensitivity to changes in assumptions
should a change be required.
The Group has carried out sensitivity analysis on the reasonable possible changes in key
assumptions in the impairment tests for (a) each CGU or group of CGUs to which goodwill
has been allocated and (b) its venue CGUs (including indefinite life intangible assets).
For Grosvenor venues and Mecca venues and Enracha venues, the following sensitivities
would result in changes to the recognised impairments. No reasonable possible changes
in assumptions will result in an impairment and therefore no sensitivity analysis has been
disclosed for Digital CGUs.
The Rank Group Plc
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Financial Statements
155
Notes to the financial statements
   
Grosvenor Venues CGUs
       
   
Impact on
 
Number of
Key Assumption
Reasonable Possible Change
impairment
£m
impaired clubs
Revenue Growth
10% decrease in revenue – London
Increase
(2.8)
-
 
10% increase in revenue - London
Decrease
3.4
(1)
 
10% decrease in revenue - All
Increase
(3.5)
2
 
10% increase in revenue – All
Decrease
2.7
(1)
Pre-tax discount rates
1% increase in discount rates
Increase
(2.1)
1
 
1% decrease in discount rates
Decrease
1.9
-
Earnings multiples
10% decrease in earnings multiples
Increase
(2.7)
2
 
10% increase in earnings multiples
Decrease
2.0
-
Long-term growth rates
1% decrease in long-term growth rates
Increase
(0.6)
1
 
1% increase in long-term growth rates
Decrease
0.6
-
   
Mecca Clubs CGUs
       
   
Impact on
 
Number of
Key Assumption
Reasonable Possible Change
impairment
£m
impaired clubs
Revenue Growth
10% decrease in revenue
Increase
(0.7)
2
 
10% increase in revenue
Decrease
0.2
(2)
Pre-tax discount rates
1% increase in discount rates
Increase
(0.2)
-
 
1% decrease in discount rates
Decrease
0.2
(2)
Long-term growth rates
1% decrease in long–term growth rates
Increase
(0.1)
-
 
1% increase in long–term growth rates
Decrease
0.2
(1)
   
Enracha Venues CGUs
       
   
Impact on
 
Number of
Key Assumption
Reasonable Possible Change
impairment
£m
impaired clubs
Revenue Growth
10% decrease in revenue
Increase
(0.6)
1
 
10% increase in revenue
Decrease
-
-
Pre-tax discount rates
1% increase in discount rates
Increase
(0.4)
1
 
1% decrease in discount rates
Decrease
-
-
Earnings multiples
10% decrease in earnings multiples
Increase
-
1
 
10% increase in earnings multiples
Decrease
-
-
Long-term growth rates
1% decrease in long–term growth rates
Increase
(0.1)
1
 
1% increase in long–term growth rates
Decrease
-
-
156
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Annual Report 2024
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Financial Statements
Notes to the financial statements
14 Investments
(a) Group investments
On 26 June 2024, The Group completed its disposal of Passion Gaming, refer to note 34 for
details.
(b) Company investments
   
 
As at
As at
 
30 June 2024
30 June 2023
Company – investment in subsidiaries
£m
£m
Cost
   
At start of year
1,452.3
1,452.3
At end of year
1,452.3
1,452.3
Provision for impairment
   
At start of year
503.1
320.5
Impairment charge
182.6
Impairment reversal
(101.2)
At end of year
401.9
503.1
Net book value at start of year
949.2
1,131.8
Net book value at end of year
1,050.4
949.2
Company
The Company also tests annually the carrying value of its investments in subsidiaries, being
its investments in Rank Nemo (Twenty-Five) Limited, a holding company for all companies
within the Group with the exception of Rank Group Finance plc which acts as the Group’s
financing company.
Consistent with the prior year, the recoverable amount was calculated by reference to value
in use. The value in use of the Company’s investment in Rank Group Finance Limited is
estimated based on the net assets of the company which principally consist of amortised cost
receivables less external debt and so is considered to approximate value in use.
The calculation of value in use for Rank Nemo (Twenty-Five) Limited is based upon estimates
of future cash flows from the Group’s CGUs and derived from the Group’s strategic plan for
the following three years and, where required, adjustments for long-term provisions and
lease liabilities. There is no other external debt in this company and in subsidiaries. The
key assumptions underlying the forecasts are those described above with regards to the
impairment testing of the Group’s CGUs.
As a result of the procedures outlined above, a reversal of impairment per the table below has
been booked.
   
 
Investment in
   
 
Rank Nemo
Investment in
 
 
(Twenty-Five)
Rank Group
 
 
Limited
Finance Plc
Total
Impairment charges
67.4
33.8
101.2
This reflects the improved performance in the year and long term strategic outlook of the
Group. Rank Nemo (Twenty-Five) benefits from a portfolio approach to the CGU’s, where
under performing CGU’s are offset by better performing CGU’s within the Group. In turn
RGF benefits due to better recoverability prospects on intra group receivables.
The carrying value of the investment is dependant on the future forecasts of the group being
achieved and remains sensitive to impairment based on reasonable possible changes in the
underlying assumptions as follows.
The Rank Group Plc
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Financial Statements
157
Notes to the financial statements
Sensitivity of impairment review
The calculation of value in use for Rank Nemo (Twenty-Five) Limited is most sensitive to
the following assumptions like revenue growth, discount rates and growth rates used to
extrapolate the cashflows of CGUs beyond the forecast period.
Impact on
Key Assumption
Reasonable Possible Change
impairment
£m
Revenue Growth
10% decrease in revenue - Grosvenor
Increase
(66.1)
10% decrease in revenue - Mecca
Increase
(2.6)
10% decrease in revenue - Enracha
Increase
(8.5)
10% decrease in revenue - Yo Bingo
Increase
(6.3)
10% decrease in revenue - UK Digital
Increase
(21.3)
10% increase in revenue - Grosvenor
Decrease
66.1
10% increase in revenue - Mecca
Decrease
2.6
10% increase in revenue - Enracha
Decrease
8.5
10% increase in revenue - Yo Bingo
Decrease
6.3
10% increase in revenue - UK digital
Decrease
21.3
Pre-tax discount rates
1% decrease in discount rates - Grosvenor
Decrease
37.1
1% decrease in discount rates - Mecca
Decrease
2.8
1% decrease in discount rates - Enracha
Decrease
10.5
1% decrease in discount rates - Yo Bingo
Decrease
5.0
1% decrease in discount rates - UK Digital
Decrease
19.3
1% increase in discount rates - Grosvenor
Increase
(33.1)
1% increase in discount rates - Mecca
Increase
(2.4)
1% increase in discount rates - Enracha
Increase
(8.5)
1% increase in discount rates - Yo Bingo
Increase
(4.4)
1% increase in discount rates - UK Digital
Increase
(16.9)
Long-term growth rates
1% decrease in long-term growth rates - Grosvenor
Increase
(10.1)
1% decrease in long-term growth rates - Mecca
Increase
(2.5)
1% decrease in long-term growth rates - Enracha
Increase
(5.0)
1% decrease in long-term growth rates - Yo Bingo
Increase
(3.3)
1% decrease in long-term growth rates - UK Digital
Increase
(16.1)
1% increase in long-term growth rates - Grosvenor
Decrease
11.3
1% increase in long-term growth rates - Mecca
Decrease
2.8
1% increase in long-term growth rates - Enracha
Decrease
5.9
1% increase in long-term growth rates - Yo Bingo
Decrease
3.6
1% increase in long-term growth rates - UK Digital
Decrease
17.4
The Company calculates a recoverable amount of its subsidiaries based upon the Board
approved strategic plans and business models and, where required, adjustments for long-
term provisions and net intercompany positions are made.
158
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Annual Report 2024
Group Overview
Strategic Report
Governance
Financial Statements
Notes to the financial statements
The Company owns directly or indirectly 100% (unless otherwise noted) of the ordinary share
capital and voting rights of the following companies:
Name
Country of incorporation
Principal activities
Registered office address
Daub Alderney Limited
10
Alderney
Dormant
Inchalla, Le Val, Alderney GY9 3UL
QSB Gaming Limited
Alderney
Intermediary holding company
La Corvee House, La Corvee, Alderney, GY9 3TQ
Rank Digital Gaming (Alderney) Limited
10, 11
Alderney
Dormant
La Corvee House, La Corvee, Alderney, GY9 3TQ
8Ball Games Limited
9
England and Wales
Marketing services
TOR, Saint-Cloud Way, Maidenhead SL6 8BN
Grosvenor Casinos (GC) Limited
England and Wales
Casinos
TOR, Saint-Cloud Way, Maidenhead SL6 8BN
Grosvenor Casinos Limited
England and Wales
Casinos
TOR, Saint-Cloud Way, Maidenhead SL6 8BN
Linkco Limited
9
England and Wales
Processing of credit transfers
TOR, Saint-Cloud Way, Maidenhead SL6 8BN
Luda Bingo Limited
England and Wales
Dormant
TOR, Saint-Cloud Way, Maidenhead SL6 8BN
Mecca Bingo Limited
England and Wales
Social and Bingo clubs
TOR, Saint-Cloud Way, Maidenhead SL6 8BN
Rank (U.K.) Holdings Limited
England and Wales
Dormant
TOR, Saint-Cloud Way, Maidenhead SL6 8BN
Rank Casino Holdings Limited
9
England and Wales
Intermediary holding company
TOR, Saint-Cloud Way, Maidenhead SL6 8BN
Rank Digital Holdings Limited
9
England and Wales
Intermediary holding company
TOR, Saint-Cloud Way, Maidenhead SL6 8BN
Rank Digital Limited
England and Wales
Support services to interactive gaming
TOR, Saint-Cloud Way, Maidenhead SL6 8BN
Rank Group Finance Plc
1
England and Wales
Funding operations for the Group
TOR, Saint-Cloud Way, Maidenhead SL6 8BN
Rank Group Gaming Division Limited
9
England and Wales
Intermediary holding company and property services
TOR, Saint-Cloud Way, Maidenhead SL6 8BN
Rank Group Holdings Limited
England and Wales
Dormant
TOR, Saint-Cloud Way, Maidenhead SL6 8BN
Rank Leisure Holdings Limited
England and Wales
Intermediary holding company and corporate activities
TOR, Saint-Cloud Way, Maidenhead SL6 8BN
Rank Leisure Limited
9
England and Wales
Adult gaming centres in Mecca and Grosvenor Casinos venues
TOR, Saint-Cloud Way, Maidenhead SL6 8BN
Rank Leisure Machine Services Limited
England and Wales
Dormant
TOR, Saint-Cloud Way, Maidenhead SL6 8BN
Rank Nemo (Twenty-Five) Limited
1
England and Wales
Intermediary holding company
TOR, Saint-Cloud Way, Maidenhead SL6 8BN
Rank Overseas Holdings
England and Wales
Intermediary holding company
TOR, Saint-Cloud Way, Maidenhead SL6 8BN
RO Nominees Limited
England and Wales
Dormant
TOR, Saint-Cloud Way, Maidenhead SL6 8BN
Spacebar Media Limited
9
England and Wales
Development and maintenance of online gaming software
Unit 450 Highgate Studios 53-79 Highgate Road, Kentish
Town, London, NW5 1TL
Stride Together Limited
9
England and Wales
Support services to interactive gaming
TOR, Saint-Cloud Way, Maidenhead SL6 8BN
The Gaming Group Limited
9
England and Wales
Casinos
TOR, Saint-Cloud Way, Maidenhead SL6 8BN
The Rank Organisation Limited
England and Wales
Dormant
TOR, Saint-Cloud Way, Maidenhead SL6 8BN
Think Beyond Media Limited
9
England and Wales
Marketing services
Unit 441/2 Highgate Studios 53-79 Highgate Road,
Kentish Town, London, NW5 1TL
Rank Interactive Limited (formerly known as
Aspers Online Limited)
England and Wales
Interactive gaming
TOR, Saint-Cloud Way, Maidenhead SL6 8BN
Upperline Marketing Limited
6, 9
England and Wales
Support services to interactive gaming
TOR, Saint-Cloud Way, Maidenhead SL6 8BN
MRC Developments Limited
England and Wales
Dormant
TOR, Saint-Cloud Way, Maidenhead SL6 8BN
Rank Speciality Catering Limited
5
England and Wales
Dormant
TOR, Saint-Cloud Way, Maidenhead SL6 8BN
Associated Leisure France Properties SCI
4
France
Dormant
Zi Sud, 12 Rue des Petits Champs, 35400, St Malo, France
Associated Leisure France SARL
4
France
Dormant
4 Rue Joseph Monier, 92859 Rueil Malmaison, Cades,
France
Rank Digital Services (Gibraltar) Limited
Gibraltar
Marketing and property services
Second Floor, Icom House, 1/5 Irish Town, Gibraltar
Rank Interactive (Gibraltar) Limited
8
Gibraltar
Interactive gaming
Second Floor, Icom House, 1/5 Irish Town, Gibraltar
Netboost Media Limited
Israel
Dormant
5 Ha’Chilazon Street, Ramat Gan, Israel
S.T.R. Financials Limited
3
Israel
Dormant
58 Harakevet St. Electra City Tower Tel-Aviv 6777016
Israel
Stride Gaming Limited
9
Jersey
Intermediary holding company
12 Castle Street, St. Helier Jersey JE2 3RT
Bingosoft Plc
7
Malta
Dormant
Vault 14, Level 2, Valletta Waterfront, Floriana, FRN 1914,
Malta
Rank Interactive Services (Mauritius) Limited
(formerly known as SRG Services Limited)
12
Mauritius
Shared services support
Suite 112 Grand Bay Business Park, Grand Bay 1305-02,
Republic of Mauritius
Stride Investment
Mauritius
Intermediary holding company
c/o Mauri Experta Ltd., Office 2, Level 4, Iconebene, Lot
B441, Rue de L’Institut, Ebene, Republic of Mauritius
The Rank Group Plc
Annual Report 2024
Group Overview
Strategic Report
Governance
Financial Statements
159
Notes to the financial statements
Shifttech (Pty) Limited
South Africa
Development and maintenance of online gaming software
Unit 10, 10 Pepper Street, Cape Town, Western Cape 8001,
South Africa
Conticin SL
Spain
Operator of parking for social and bingo clubs
Calle Balmes Nº 268-270 1st Floor, 08006, Barcelona,
Spain
Gotfor SA
Spain
Social and bingo clubs
Carrer del Papa Pius XI, 114, 08208 Sabadell, Barcelona,
Spain
Rank Cataluña SA
Spain
Social and bingo clubs
Calle Balmes Nº 268-270 1st Floor, 08006, Barcelona,
Spain
Rank Centro SA
Spain
Social and bingo clubs
Calle Espoz y mina Nº 8, 1st centro, 28012, Madrid, Spain
Rank Digital España SA
13
Spain
Dormant
Calle Balmes Nº 268-270 1st Floor, 08006, Barcelona,
Spain
Rank Holding España SA
Spain
Intermediary holding company
Calle Balmes Nº 268-270 1st Floor, 08006, Barcelona,
Spain
Rank Stadium Andalucia SL
Spain
Arcade and sports betting
Calle Balmes Nº 268-270 1st Floor, 08006, Barcelona,
Spain
Top Rank Andalucia SA
Spain
Social and bingo clubs
Conde Robledo 1, 14008, Cordoba, Spain
Verdiales SL
Spain
Social and bingo clubs
Sala Andalucía, Ronda, Capuchinos 19, 41008, Sevilla,
Spain
Rank America Inc.
5
U.S.A.
Dormant
The Corporation Trust Company, 1209 Orange Street,
Wilmington, DE 19801, USA
Rank Digital Ceuta S.A
Spain
Interactive Gaming
PEPE SERON, 3 EN – 51001, Ceuta.
1. Directly held by the Company.
2. Stride Gaming Spain plc was dissolved on 24 May 2024.
3. Year end 31 August.
4. Year end 31 October.
5. Year end 31 December.
6. Principal activities are carried out in Malta through its Malta branch.
7. Business transferred to Rank Digital Ceuta SA in late 2023 and now dormant.
8. Principal activity changed from Dormant to Interactive Gaming with effect from 1 July 2022.
9.
Rank Group plc has issued a parental guarantee exempting the company from the requirements of the Companies Act 2006
related to the audit of individual accounts by virtue of s479A of the Act.
10. Transfer of business activities to Rank Interactive (Gibraltar) Limited took place on 1 July 2022.
11. Principal activity changed from Interactive Gaming to Dormant with effect from 1 July 2022.
12. Rank Precision Industries Limited was dissolved 17 October 2023.
13. Rank Digital España SA transferred its digital business to Bingosoft and became Dormant on 2 November 2021.
14. Daub Alderney is Dormant, all services now transferred out on 19 March 2024.
15. Rank Digital Ceuta S.A. year end 30 June, incorporated 18 October 2023.
16. Mindful Media Limited is now in members voluntary liquidation as at 6 June 2024.
17. Passion Gaming Private Ltd was divested on 26 June 2024.
The principal activities are carried out in the country of incorporation as indicated above
unless otherwise noted.
All subsidiary undertakings have a 30 June year end unless otherwise indicated.
160
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Group Overview
Strategic Report
Governance
Financial Statements
Notes to the financial statements
(c)
Non-controlling interest (NCI)
Set out below is the summarised financial information for the subsidiary that has non-
controlling interests. The amounts disclosed for each subsidiary are before intercompany
eliminations.
Non-controlling interest in the prior year, related to 49% of the net assets of Passion Gaming
Private Limited which was valued using the proportionate share method per IFRS 3. The
Group completed its disposal of Passion Gaming in June 2024, see note 34 for further details.
   
 
As at
As at
 
30 June 2024
30 June 2023
 
£m
£m
Current assets
2.1
2.1
Current liabilities
(0.6)
(0.6)
Current net assets
1.5
1.5
Non-current assets
0.1
0.1
Non-current liabilities
(1.0)
(1.0)
Non-current net assets
(0.9)
(0.9)
Net assets
0.6
0.6
Accumulated NCI
0.3
15 Inventories
   
 
Group
 
As at
As at
 
30 June 2024
30 June 2023
 
£m
£m
Finished goods
2.0
2.2
There were no write downs of inventory in the year (30 June 2023: £nil).
16 Other receivables
   
 
Group
   
As at
 
As at
30 June 2023
 
30 June 2024
(restated)
 
£m
£m
Current
   
Other receivables
11.9
13.4
Less: provisions for impairment of other receivables
(1.1)
(0.9)
Other receivables – net
10.8
12.5
Net investment in lease
1.3
1.4
Prepayments
7.0
15.2
Other receivables – current
19.1
29.1
Non-current
   
Other receivables – non-current
5.2
5.4
Group
Included within current other receivables is an amount of £8.4m trade debtors.
The Directors consider that the carrying value of other receivables approximate to their fair
value.
As at 30 June 2024, other receivables of £0.1m (30 June 2023: £0.3m) were past due but not
impaired.
The other classes within receivables do not contain impaired assets.
The maximum exposure to credit risk at the reporting date is the fair value of each class of
receivable mentioned above. The Group does not hold any collateral as security.
The Rank Group Plc
Annual Report 2024
Group Overview
Strategic Report
Governance
Financial Statements
161
Notes to the financial statements
17 Assets classified as held for sale
At 30 June 2024, the Group is well advanced in discussions to sell the multi-brand business
to a third party. The multi-brand business enables customers of those brands to play real
money online gambling games on third-party platforms. The sale is expected to complete in
the first quarter of the next financial year. The multi-brand business is included in the Digital
segment.
The divestment is driven by the Group’s longer term strategic ambition to focus on its core
brands, including Grosvenor and Mecca, which are hosted on the Group’s proprietary online
platform.
The non-current assets at 30 June 2024 of the multi-brand business have been reclassified as
a disposal group held for sale. The reclass of non-current assets held for sale which relate to
them multi-brand business consists of the following:
 
As at
 
30 June 2024
 
£m
Intangible assets
0.3
Assets classified as held for sale
0.3
As at the date of reclassification of the multi-brands disposal group to assets held for sale, we
have expensed £0.1m for the expected legal transaction costs, to separately disclosed items.
18 Trade and other payables
 
Group
Company
   
As at
   
 
As at
30 June 2023
As at
As at
 
30 June 2024
(restated)
30 June 2024
30 June 2023
 
£m
£m
£m
£m
Current
       
Trade payables
22.9
13.4
-
Social security and other taxation
36.9
31.6
-
Other payables
31.2
39.8
0.3
0.7
Accruals
58.0
43.5
-
Trade and other payables – current
149.0
128.3
0.3
0.7
19 Income tax
 
Group
Company
 
As at
As at
As at
As at
 
30 June 2024
30 June 2023
30 June 2024
30 June 2023
 
£m
£m
£m
£m
Income tax receivable
8.5
15.0
-
8.3
Income tax payable
(4.2)
(5.7)
-
Net income tax receivable
4.3
9.3
-
8.3
162
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Group Overview
Strategic Report
Governance
Financial Statements
Notes to the financial statements
20 Financial assets and liabilities
(a)
Interest-bearing loans and borrowings
   
 
Group
 
As at
As at
 
30 June 2024
30 June 2023
 
£m
£m
Current interest-bearing loans and borrowings
   
Bank overdrafts
3.7
1.5
Obligations under leases
32.6
42.2
Term loans
44.4
Revolving credit facility
11.5
18.0
Other current loans
   
Accrued interest
0.3
0.4
Unamortised facility fees
(0.7)
(0.6)
Total current interest-bearing loans and borrowings
47.4
105.9
Non-current interest-bearing loans and borrowings
   
Obligations under leases
120.8
126.8
Term loans
30.0
Other non-current loans
   
Unamortised facility fees
(0.9)
Total non-current interest-bearing loans and borrowings
149.9
126.8
Total interest-bearing loans and borrowings
197.3
232.7
Sterling
197.3
232.7
Total interest-bearing loans and borrowings
197.3
232.7
In January 2024, the Group successfully secured a new £120.0m club facility, comprising a
£30.0m Term Loan and a £90.0m Revolving Credit Facility (RCF). The tenor for the term loan
element is two years and nine months and the RCF is three years. Both the term loan and RCF
have market typical tenor extension options which are at the lender’s discretion. During this
process £4.3m was paid as arrangement fees.
Term loan facilities
The £30.0m term loan signed on 24 January 2024 has interest payable on a periodic basis
depending on the loan drawn. The facility carries a floating rate of interest based on SONIA.
The total term loan at 30 June 2024 was £30.0m (30 June 2023: £44.4m).
Following the Group completing a refinancing of its revolving credit facilities in August 2023
the Group repaid the outstanding balance of £44.4m in full.
Revolving credit facilities (‘RCF’)
At 30 June 2024, the Group had total revolving credit facilities (RCF) of £90.0m. The facility
carries a floating rate of interest based on SONIA. At 30 June 2024, £11.5m of RCF was drawn
(30 June 2023: £18.0m), providing the Group with £78.5m of undrawn committed facilities.
The Rank Group Plc
Annual Report 2024
Group Overview
Strategic Report
Governance
Financial Statements
163
Notes to the financial statements
Covenants
The new £120.0m facility retains the two financial covenants which were applicable to its
previous facilities, net debt to EBITDA not to exceed 3x and EBITDA to net interest payable
of no less than 3x. In addition, there is an additional covenant referred to as a Fixed Charge
Cover ratio, where (net interest payable plus operating leases) to (EBITDA plus net operating
leases) can be no less than 1.5x. All covenants were met in the year.
Company
The Company did not hold any external interest-bearing loans or borrowings at 30 June 2024
(30 June 2023: £nil). The Company held interest bearing loans with other Group companies
at 30 June 2024 of £454.7m (30 June 2023: £416.5m).
(b) Hedging activities
The Group has not carried out any hedging activities in either period.
(c) Fair values
The table below is a comparison by class of the carrying amounts and fair value of the Group
and Company’s financial instruments at 30 June 2024 and 30 June 2023.
   
Carrying amount
Fair value
     
As at
 
As at
   
As at
30 June 2023
As at
30 June 2023
   
30 June 2024
(restated)
30 June 2024
(restated)
Group
 
£m
£m
£m
£m
Financial assets:
         
Loans and receivables
         
Other receivables*
Level 2
8.9
3.8
8.9
3.8
Cash and short-term deposits
Level 1
66.1
58.0
66.1
58.0
Total
 
75.0
61.8
75.0
61.8
Financial liabilities:
         
Other financial liabilities
         
Interest bearing loans and borrowings
         
– Obligations under leases
Level 2
153.4
169.0
162.9
169.0
– Floating rate borrowings
Level 2
41.5
62.4
41.5
62.4
– Bank overdrafts
Level 1
3.7
1.5
3.7
1.5
– Other
Level 2
0.3
0.4
0.3
0.4
Trade and other payables
Level 2
112.1
92.9
112.1
92.9
Total
 
311.0
326.2
320.5
326.2
* other receivables relates to trade debtors of £8.4m less provisions £1.1m plus facility fees of
£1.6m.
   
Carrying amount
Fair value
   
As at
As at
As at
As at
   
30 June 2024
30 June 2023
30 June 2024
30 June 2023
Company
 
£m
£m
£m
£m
Financial liabilities:
         
Other financial liabilities
         
Trade and other payables
Level 2
0.3
0.7
0.3
0.7
Financial guarantee contracts
Level 3
2.7
1.6
2.7
1.6
Amounts owed to subsidiary undertakings
Level 2
446.9
416.5
446.9
416.5
Total
 
449.9
418.8
449.9
418.8
164
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Annual Report 2024
Group Overview
Strategic Report
Governance
Financial Statements
Notes to the financial statements
The fair value of the financial assets and liabilities are included at the amount at which the
instrument could be exchanged in a current transaction between willing parties, other than in
a forced or liquidation sale. The following methods and assumptions apply:
Cash and short-term deposits, other receivables and other financial liabilities approximate to
their carrying amounts largely due to the short-term maturities of these instruments; and
The fair value of fixed rate borrowings is based on price quotations at the reporting date.
Fair value hierarchy
The Group uses the following hierarchy to determine the carrying value of financial
instruments that are measured at fair value:
Level 1: quoted (unadjusted) prices in active markets identical assets or liabilities.
Level 2: other techniques which use inputs which have a significant effect on the recorded
fair value that are not based on observable market data.
Level 3: techniques which use inputs which have a significant effect on the recorded fair
value that are not based on observable market data.
21 Financial risk management objectives and policies
Financial risk factors
The Group and Company’s principal financial liabilities comprise loans and borrowings,
trade and other payables and financial guarantee contracts. The main purpose of these
financial liabilities is to finance the Group’s operations. The Group has other receivables, and
cash and short-term deposits that derive directly from its operations.
The Group is exposed to market risk, credit risk and liquidity risk.
The Group’s overall financial risk management programme focuses on the unpredictability
of financial markets and seeks to minimise potential adverse effects on the Group’s financial
performance.
The Group’s senior management oversees the management of these risks. The Finance
Committee is supported by the Group’s senior management, which advises on financial
risks and the appropriate financial risk governance framework for the Group. The Finance
Committee provides assurance that the Group’s financial risk-taking activities are governed
by appropriate policies and procedures and the financial risks are identified, measured and
managed in accordance with Group policies and risk appetite.
The Board of Directors review and agree policies for managing each of these risks, which are
summarised below.
Market risk
Market risk is the risk that the fair value of future cash flows of a financial instrument will
fluctuate because of changes in market prices. Financial instruments affected by market risk
include loans and borrowings and deposits.
The sensitivity analyses in the following sections relate to the positions as at 30 June 2024
and 30 June 2023.
The sensitivity analyses have been prepared on the basis that the amount of net debt, the
ratio of fixed to floating rates of the debt and the proportion of financial instruments in
foreign currencies are all constant.
Foreign currency risk
Foreign currency risk is the risk that the fair value of future cash flows of a financial
instrument will fluctuate because of changes in foreign exchange rates. The Group’s
exposure to the risk of changes in foreign exchange rates relates primarily to the Group’s
operating activities (when revenue or expense is denominated in a different currency from
the Group’s functional currency) and the Group’s net investments in foreign subsidiaries.
The Group’s current policy is not to hedge foreign currency risk.
Foreign currency sensitivity
The following table demonstrates the sensitivity of a possible change in the US dollar and
euro, with all other variables held constant, to the Group’s profit before tax and the Group’s
equity. The Group’s exposure to foreign currency changes for all other currencies is not
material.
   
 
Effect on profit before tax
Effect on equity
 
As at
As at
As at
As at
Change in foreign
30 June 2024
30 June 2023
30 June 2024
30 June 2023
exchange rates:
£m
£m
£m
£m
+10.0% US$
(0.1)
(0.1)
-10.0% US$
0.1
0.2
+10.0% euro
(0.1)
(0.2)
0.7
5.8
-10.0% euro
0.1
0.2
(0.7)
(5.8)
Cash flow and fair value interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument
will fluctuate because of changes in market interest rates. The Group’s exposure to the risk of
changes in market interest rates relates primarily to the Group’s long-term debt obligations
with floating interest rates.
Historically the Group has managed its interest rate risk by having a balanced portfolio of
fixed and variable rate loans and borrowings. The Group has an agreed policy of maintaining
between 40% and 60% of its borrowings at a fixed rate of interest. At 30 June 2024, the Group
is operating outside the policy with 77% of the borrowings at a fixed rate of interest (30 June
2023: 73%), driven by the level of fixed rate finance leases.
Interest rate sensitivity
The table below demonstrates the sensitivity to a possible change in interest rates on
income and equity for the year when this movement is applied to the carrying value of loans,
borrowings, cash and short-term deposits.
   
 
Effect on profit before tax
 
As at
As at
 
30 June 2024
30 June 2023
 
£m
£m
Sterling:
   
100 basis point increase
(0.4)
(0.6)
200 basis point increase
(0.8)
(1.2)
There was no impact on equity in either year as a consequence of loan arrangements.
The Group did not enter into any fixed-to-floating or floating-to-fixed interest rate swaps in
either year.
Credit risk
Credit risk is the risk that a counterparty will not meet its obligations under a financial
instrument or customer contract, leading to a financial loss. The Group is exposed to credit
risk from its operating activities (primarily for other receivables) and from its financing
activities, including deposits with banks and financial institutions, foreign exchange
transactions and other financial instruments.
The Rank Group Plc
Annual Report 2024
Group Overview
Strategic Report
Governance
Financial Statements
165
Notes to the financial statements
Financial instruments and cash deposits
Credit risk from balances with banks and financial institutions is managed by the Group’s
treasury department in accordance with the Group’s policy. Investments of surplus funds
are made only with approved counterparties and within credit limits assigned to each
counterparty. Counterparty credit limits are reviewed by the Chief Financial Officer and may
be updated throughout the year subject to the approval of the Group’s Finance Committee.
The limits are set to minimise the concentration of risks and therefore mitigate financial loss
through potential counterparty failure.
The credit worthiness of each counterparty is checked against independent credit ratings on
at least a weekly basis, with a minimum rating of ‘BB’. The Group predominantly invests with
its lending banks when appropriate.
Sales to retail customers are settled in cash or using major credit and debit cards and
therefore the exposure to credit risk is not considered significant.
No credit limits were exceeded during the reporting period and management does not expect
any material losses from non-performance of its counterparties.
Liquidity risk
Liquidity risk is the risk that the Group will not have sufficient funds to meet its liabilities.
Cash forecasts identifying the liquidity requirements of the Group are produced monthly.
The cash forecasts are sensitivity tested for different scenarios and are reviewed regularly.
Forecast financial headroom and debt covenant compliance is reviewed monthly during the
month-end process to ensure sufficient headroom exists for at least a 12-month period.
Due to the dynamic nature of the underlying businesses, Group treasury aims to maintain
flexibility in funding by keeping committed credit lines available. A three-year strategic
forecast is prepared annually to facilitate planning for future financing needs. Management
actively manages the Group’s financing requirements and the range of maturities on its debt.
The Group’s core debt facilities comprise of £90.0m bi-lateral revolving credit facility (30
June 2023: £80.0m) expiring January 2027, and the £30.0m term loan facility (30 June 2023:
£44.4m) expiring October 2026. The Group proactively manages its relationships with its
lending group.
The funding policy of the Group is to maintain, as far as practicable, a broad portfolio of debt
diversified by source and maturity, and to maintain committed facilities sufficient to cover
seasonal peak anticipated borrowing requirements.
The table below summarises the maturity profile of the Group’s financial liabilities based on
contractual undiscounted payments.
   
   
Less than
   
Greater than
 
 
On demand
12 months
1 to 2 years
2 to 5 years
5 years
Total
 
£m
£m
£m
£m
£m
£m
At 30 June 2024
           
Interest-bearing loans and borrowings
1
3.7
11.5
30.0
45.2
Trade and other payables
112.1
112.1
Lease liabilities
38.2
36.2
60.8
39.5
174.7
 
3.7
161.8
36.2
90.8
39.5
332.0
At 30 June 2023
           
Interest-bearing loans and borrowings
1
1.5
62.4
63.9
Trade and other payables
92.9
92.9
Lease liabilities
42.2
25.9
60.4
40.5
169.0
 
1.5
197.5
25.9
60.4
40.5
325.8
1.
Interest payments on the interest-bearing loans and borrowings have been projected until the instruments mature. The bank
facility interest payments were based on current SONIA as at the reporting date.
166
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Strategic Report
Governance
Financial Statements
Notes to the financial statements
Capital management
As a result of the difficult conditions that developed in the global capital markets in recent
years, the Group’s objectives when managing capital have been to ensure continuing access
to existing debt facilities and to manage the borrowing cost of those facilities in order to
minimise the Group’s interest charge.
Consistent with others in the gaming industry, the Group monitors capital on the basis of
leverage ratio. The ratio is calculated as net debt divided by EBITDA. Net debt is calculated
as total borrowings (including ‘loans and borrowings’ as shown in the Group balance sheet)
less cash and short-term deposits, accrued interest and unamortised facility fees. EBITDA
is calculated as operating profit before SDI, depreciation and amortisation from continuing
operations.
   
   
As at
 
As at
30 June 2023
 
30 June 2024
(restated)
 
£m
£m
Total loans and borrowings (note 20)
197.3
232.7
Less: Cash and short-term deposits
(66.1)
(58.0)
Less: Accrued interest
(0.3)
(0.4)
Less: Unamortised facility fees
1.6
0.6
Net debt
132.5
174.9
Continuing operations
   
Operating profit before exceptional
46.3
19.1
Add: Depreciation and amortisation
47.7
58.0
EBITDA
94.0
77.1
Leverage ratio
1.4
2.2
Collateral
The Group did not pledge or hold any collateral at 30 June 2024 (30 June 2023: £nil).
Company
The maximum exposure to credit risk at the reporting date is the fair value of its cash and
short-term deposits of £nil (30 June 2023: £nil).
The Company does not have any other significant exposure to financial risks.
The Rank Group Plc
Annual Report 2024
Group Overview
Strategic Report
Governance
Financial Statements
167
Notes to the financial statements
22 Deferred tax
The analysis of deferred tax included in the financial statements at the end of the year is as
follows:
   
 
Group
 
As at
As at
 
30 June 2024
30 June 2023
 
£m
£m
Deferred tax assets:
   
Accelerated capital allowances
4.9
11.1
Tax losses carried forward
35.9
32.4
Other UK temporary differences
5.0
5.7
Deferred tax assets
45.8
49.2
Deferred tax liabilities:
   
Other overseas temporary differences
(2.5)
(2.6)
Business combinations – acquired intangibles
(0.7)
(1.6)
Temporary differences on UK casino licences
(37.1)
(38.4)
Deferred tax liabilities
(40.3)
(42.6)
Net deferred tax asset
5.5
6.6
Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset
current tax assets and current tax liabilities and it is the intention to settle the balances on
a net basis. Deferred tax assets and liabilities of £37.5m (30 June 2023: £41.1m) have been
offset and disclosed on the balance sheet as follows:
   
 
Group
 
As at
As at
 
30 June 2024
30 June 2023
 
£m
£m
Deferred tax assets
8.3
8.1
Deferred tax liabilities
(2.8)
(1.5)
Net deferred tax assets
5.5
6.6
There is a net Deferred tax asset of £6.9m in respect of the UK, comprising DTAs of £44.6m
and DTLs of £37.7m. Deferred tax assets are recognised to the extent that it is probable
that future taxable profits will be available against which they can be used. Of the £44.6m
of DTAs, £20.2m are recognised based on future taxable profits arising from the reversal of
existing taxable temporary differences. The remaining £24.4m of DTAs are recognised based
on future taxable profits in excess of the profits arising from the reversal of existing taxable
temporary differences, which are expected to be generated by 2028 based on the Group’s
current forecasts.
168
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Strategic Report
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Financial Statements
Notes to the financial statements
Deferred tax assets are reviewed at each reporting date taking into account the recoverability
of the deferred tax assets, future profitability and any restrictions on use. In considering their
recoverability, the Group takes into account all relevant and available evidence to assess
future profitability over a reasonably foreseeable time period. This consideration includes
the fact that the UK group has generated an accounting profit but continued to generate
tax losses in the current period. In assessing the probability of recovery, the Directors have
reviewed the Group’s five-year Strategic Plan that has been used for both the Going Concern
and the fixed asset impairment testing. This plan anticipates the existence of future taxable
profits as the Group continues its recovery from the impact on trading from Covid-19. This
recovery is expected primarily in the Grosvenor business with recent and ongoing investment
in refurbishing venues and product enhancement driving additional revenues. Based on the
Group’s five-year Strategic Plan, the deferred tax asset recognised on tax losses is expected to
be recovered by 2030 even if the impace of future taxable profit from the reversal of taxable
temporary difference is ignored. A plausible downside case was also modelled which included
reduced revenues and an increase in some core costs; this downside case modelling showed
that the deferred tax on tax losses, ignoring the impact of taxable profit arising from the
reversal of taxable temporary differences, would be recovered by 2031.
In addition to the above the Group has unrecognised UK tax losses of £0.5m (30 June 2023:
£0.5m) and overseas tax losses of £28.1m (30 June 2023: £27.3m) that are carried forward
for offset against suitable future taxable profits. No deferred tax asset has been recognised
in relation to these losses as no utilisation is currently anticipated. All losses can be carried
forward indefinitely (30 June 2023: £1.4m of losses that will expire between 2026 and 2029).
The Group has UK capital losses carried forward of £779.0m (30 June 2023: £779.0m). These
losses have no expiry date and are available for offset against future UK chargeable gains. No
deferred tax asset (30 June 2023: £nil) has been recognised in respect of these capital losses
as no further utilisation is currently anticipated.
On 1 July 2024, the Government of Gibraltar announced the increase in the main rate of
tax from 12.50% to 15.00% effective from 1 July 2024. As the change was not substantively
enacted at the balance sheet date, the deferred tax assets and liabilities recorded at 30 June
2024 in respect of Gibraltar have not been remeasured at the increased rate.
The Rank Group Plc
Annual Report 2024
Group Overview
Strategic Report
Governance
Financial Statements
169
Notes to the financial statements
Temporary differences associated with Group investments
There was no deferred tax liability recognised (30 June 2023: £nil) for taxes that would be
payable on the unremitted earnings of certain subsidiaries. The Group has determined that
any unremitted earnings that do not fall within the dividend exemption introduced in the
Finance Act 2009 will not be distributed in the foreseeable future and the parent company
does not foresee giving such consent at the balance sheet date.
The deferred tax included in the Group income statement is as follows:
   
 
Group
 
Year ended
Year ended
 
30 June 2024
30 June 2023
 
£m
£m
Deferred tax in the income statement
   
Accelerated capital allowances
(6.2)
(3.5)
Tax losses
3.5
22.7
Business combinations – property lease fair value adjustments
0.6
Temporary differences on UK casino licences
1.3
5.5
Other temporary differences
0.3
(0.2)
Total deferred tax credit (charge)
(1.1)
25.1
The deferred tax movement on the balance sheet is as follows:
   
 
Group
 
30 June 2024
30 June 2023
 
£m
£m
As at start of year
6.6
(19.1)
Impact of prior period error (Note 1)
0.4
As at start of year (as restated)
6.6
(18.7)
Exchange adjustments
0.2
Deferred tax charge in the income statement
(1.1)
25.1
As at end of year
5.5
6.6
Within the Company, there is a deferred tax asset of £3.4m related to losses that can be
surrendered to the Group.
170
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Financial Statements
Notes to the financial statements
23 Provisions
   
 
Property-related
Disposal
Indirect tax
Pay
Warranty
 
 
provisions
provisions
provision
provision
provision
Total
Group
£m
£m
£m
£m
£m
£m
At 1 July 2023
37.3
0.2
1.2
0.1
0.2
39.0
Created
2.8
2.8
Charge to the income statement – SDI
1.1
1.1
Release to the income statement – SDI
(2.6)
(0.2)
(2.8)
Utilised in the year
(2.1)
(1.2)
(3.3)
At 30 June 2024
36.5
0.2
0.1
36.8
Current
3.3
0.2
0.1
3.6
Non-current
33.2
33.2
Total
36.5
0.2
0.1
36.8
Provisions have been made based on management’s best estimate of the future cash flows,
taking into account the risks associated with each obligation.
Property-related provisions
Where the Group no longer operates from a leased property, onerous property contract
provisions are recognised for the least net cost of exiting from the contract. Unless a
separate exit agreement with a landlord has already been agreed, the Group’s policy is that
this onerous contract provision includes all unavoidable costs of meeting the obligations
of the contract. The amounts provided are based on the Group’s best estimates of the likely
committed outflows and site closure dates. These provisions do not include lease liabilities,
however, do include unavoidable costs related to the lease such as service charges, insurance
and other directly related costs. As at 30 June 2024, property related provision include
£34.0m (2023: £34.4m) provision for dilapidations and £2.5m (2023: £2.8m) onerous
contracts provision.
Provisions for dilapidations are recognised where the Group has the obligation to make-
good its leased properties. These provisions are recognised based on historically settled
dilapidations which form the basis of the estimated future cash outflows. Any difference
between amounts expected to be settled and the actual cash outflow will be accounted for in
the period when such determination is made.
Where the Group is able to exit lease contracts before the expiry date or agree sublets, this
results in the release of any associated property provisions. Such events are subject to the
agreement of the landlord, therefore the Group makes no assumptions on the ability to either
exit or sublet a property until a position is contractually agreed.
Disposal provisions
In prior years, a provision has been made for legacy industrial disease and personal injury
claims, and other directly attributable costs arising as a consequence of the sale or closure of
previously owned businesses.
During the prior period, the Group re-considered this provision by reviewing the historic
claims and any final settlements made. The nature and timing of any personal injury
claims is uncertain and therefore, in most cases, the payment could not be determined as
probable. It was therefore determined necessary to release the majority of the provision and
recognise the possible settlement of legacy industrial disease and personal injury claims as a
contingent liability (see Note 32).
Indirect tax provision
The indirect tax provision relates to an amusement machine licence duty claim by HMRC.
During the year the provision of £1.2m was utilised and the balance as at 30 June 2024 was
£nil (30 June 2023: £1.2m).
The Rank Group Plc
Annual Report 2024
Group Overview
Strategic Report
Governance
Financial Statements
171
Notes to the financial statements
Pay provision
The balance of £0.1m (30 June 2023: £0.1m) relates to the remaining settlements associated
with the National Minimum Wage Regulations for those employees for whom the Group is
still in contact for payment details.
Warranty provision
As a result of the Group’s sale of its Blankenberge Casino in Belgium, a warranty provision
of £0.8m was recognised in SDI as at 30 June 2021. This amount represented Rank’s
best estimate of liability in relation to certain indemnities and warranties provided to the
purchaser. In the event that the provision for warranties is not called upon over the five-year
period, this amount will be released to the Group income statement as an additional profit on
sale. During the year, the Group released the remaining £0.2m profit on sale within the SDI
of the Group income statement (30 June 2023: £0.2m). The release in the year represents
Rank’s best estimate of liability that have now passed due to the passage of time in which the
purchaser can no longer claim.
Company
In prior years, a provision has been made for legacy industrial disease and personal injury
claims, and other directly attributable costs arising as a consequence of the sale or closure of
previously owned businesses.
During the prior period, the Company have re-considered this provision by reviewing the
historic claims and any final settlements made. The nature and timing of any personal injury
claims is uncertain and therefore, in most cases, the payment could not be determined as
probable. It was therefore determined necessary to release the provision the majority of the
provision and recognise the possible settlement of legacy industrial disease and personal
injury claims as a contingent liability (see Note 32).
24 Share capital and reserves
   
 
As at 30 June 2024
As at 30 June 2023
 
Number
Nominal value
Number
Nominal value
 
m
£m
m
£m
Authorised ordinary shares of 138/9p each
1,296.0
180.0
1,296.0
180.0
Issued and fully paid
   
 
As at 30 June 2024
As at 30 June 2023
 
Number
Nominal value
Number
Nominal value
 
m
£m
m
£m
At start of the year
468.4
65.0
468.4
65.0
At end of the year
468.4
65.0
468.4
65.0
Share premium
   
 
As at 30 June 2024
As at 30 June 2023
 
Number
Nominal value
Number
Nominal value
 
m
£m
m
£m
At start of the year
468.4
155.7
468.4
155.7
At end of the year
468.4
155.7
468.4
155.7
Total shares in issue at 30 June 2024 are 468,429,541 (2023: 468,429,541).
172
The Rank Group Plc
Annual Report 2024
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Strategic Report
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Financial Statements
Notes to the financial statements
25 Notes to cash flow
Reconciliation of profit for the year to cash generated from operations:
   
   
Group
Company
     
Year ended
   
   
Year ended
30 June 2023
Year ended
Year ended
   
30 June 2024
(restated)
30 June 2024
30 June 2023
 
Note
£m
£m
£m
£m
Profit (loss) for the year
 
12.2
(95.8)
62.1
(202.2)
Adjustments for:
         
Depreciation and amortisation
 
47.7
60.1
Amortisation of arrangement fees
 
3.5
1.3
Loss on disposal of property, plant and equipment
 
0.2
Net financing charge
 
9.4
12.3
37.9
33.7
Income tax expense (credit)
 
6.3
0.6
(12.4)
Share-based payments
 
1.2
1.1
Separately disclosed items
 
15.0
101.5
(101.2)
182.6
   
95.3
81.3
(1.2)
1.7
Decrease in inventories
 
0.2
0.2
Decrease (Increase) in other receivables
 
21.1
11.9
(8.3)
Increase (decrease) in trade and other payables
 
5.7
(11.9)
0.9
29.6
   
122.3
81.5
(0.3)
23.0
Cash utilisation of provisions (see note 23)
 
(3.3)
(2.4)
(1.7)
Cash receipts in respect of separately disclosed items
 
(0.1)
(7.1)
Cash generated from operations
 
118.9
72.0
(0.3)
21.3
The Rank Group Plc
Annual Report 2024
Group Overview
Strategic Report
Governance
Financial Statements
173
Notes to the financial statements
26 Cash and short-term deposits
   
 
Group
   
As at
 
As at
30 June 2023
 
30 June 2024
(restated)
 
£m
£m
Cash at bank and on hand
62.5
56.1
Short-term deposits
3.6
1.9
Total
66.1
58.0
The analysis of cash and short-term deposits by currency is as follows:
   
 
Group
   
As at
 
As at
30 June 2023
 
30 June 2024
(restated)
 
£m
£m
Sterling
57.8
40.8
Euro
6.3
14.3
Others
2.0
2.9
Total
66.1
58.0
Cash at bank earns interest at floating rates based on daily bank deposit rates. Short-term
deposits are made for varying periods depending on the immediate cash requirements of the
Group and earn interest at the respective short-term deposit rates.
Included in cash is £9.7m (2023: £8.9m) relating to customer funds which is matched by
liabilities to customers of equal value within trade and other payables (note 18).
Company
At 30 June 2024 the Company had cash and short-term deposits of £nil (30 June 2023: £nil).
174
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Financial Statements
Notes to the financial statements
27 Reconciliation of cash flow from financing activities
Reconciliation of net debt:
   
 
Group
   
As at
 
As at
30 June 2023
 
30 June 2024
(restated)
 
£m
£m
Cash and cash equivalents
62.4
56.5
Borrowings excluding leases
(41.5)
(62.4)
IFRS 16 Lease liabilities
(153.4)
(169.0)
Net debt
(132.5)
(174.9)
For the purpose of the statements of cash flow, cash and cash equivalents comprise the
following:
   
 
Group
   
As at
 
As at
30 June 2023
 
30 June 2024
(restated)
 
£m
£m
Cash at bank and on hand
62.5
56.1
Short-term deposits
3.6
1.9
Total
66.1
58.0
Bank overdrafts
(3.7)
(1.5)
Total
62.4
56.5
Changes in liabilities arising from financing activities:
   
 
Transactions year ended
Transactions year ended
 
30 June 2024
30 June 2023
 
As at
   
As at
   
 
30 June 2024
 
Non-cash
30 June 2023
 
Non-cash
 
£m
Cash flow
changes
£m
Cash flow
changes
Obligations under finance leases
     
   
Obligations under leases
153.4
(39.0)
23.4
169.0
(37.9)
25.2
Term loans
30.0
(14.4)
-
44.4
(34.5)
0.1
Revolving credit facility
11.5
(6.5)
-
18.0
18.0
-
Total borrowings
194.9
(59.9)
23.4
231.4
(54.4)
25.3
The Rank Group Plc
Annual Report 2024
Group Overview
Strategic Report
Governance
Financial Statements
175
Notes to the financial statements
28 Employees and Directors
(a)
Employee benefit expense for the Group during the year
   
 
Year ended
Year ended
 
30 June 2024
30 June 2023
 
£m
£m
Wages and salaries
199.3
182.6
Social security costs
19.2
17.7
Pension costs
6.1
5.5
Share-based payments
1.1
1.1
 
225.7
206.9
The Company has no employees (year ended 30 June 2023: nil).
(b)
Average monthly number of employees
   
 
Full-time
Part-time
Total
Full-time
Part-time
Total
 
Year ended
Year ended
Year ended
Year ended
Year ended
Year ended
 
30 June 2024
30 June 2024
30 June 2024
30 June 2023
30 June 2023
30 June 2023
Digital
779
9
788
733
19
752
Grosvenor Venues
2,458
1,760
4,218
2,401
1,502
3,903
Mecca Venues
373
1,305
1,678
364
1,287
1,651
International Venues
346
182
528
484
82
566
Central Costs
412
16
428
355
16
371
 
4,368
3,272
7,640
4,337
2,906
7,243
(c)
Key management compensation
   
 
Year ended
Year ended
 
30 June 2024
30 June 2023
 
£m
£m
Salaries and short-term employee benefits (including social security costs)
3.0
1.8
Post-employment benefits
0.2
0.1
Share-based payments
0.2
 
3.4
1.9
Included in key management compensation are bonuses of £2.0m in respect of the current
year (year ended 30 June 2023: £nil).
Key management is defined as the Executive Directors of the Group and the management
team, details of which are set out on page 91 and at www.rank.com. Further details of the
emoluments received by the Executive Directors are included in the Remuneration Report.
(d) Directors’ interests
The Directors’ interests in shares of the Company, including conditional awards under the
Long-Term Incentive Plan, are detailed in the Remuneration Report.
176
The Rank Group Plc
Annual Report 2024
Group Overview
Strategic Report
Governance
Financial Statements
Notes to the financial statements
(e)
Total emoluments of the Directors of The Rank Group plc
   
 
Year ended
Year ended
 
30 June 2024
30 June 2023
 
£m
£m
Salaries and short-term employee benefits (including social security costs)
1.6
1.5
Share-based payments
0.2
0.1
 
1.8
1.6
No Director accrued benefits under defined benefit pension schemes in neither year nor is
a member of the Group’s defined contribution pension plan in either year. Further details
of emoluments received by Directors, including the aggregate amount of gains made by
Directors upon the vesting of conditional share awards, are disclosed in the Remuneration
Report on page 91.
29 Share-based payments
During the year ended 30 June 2024, the Company operated an equity-settled Long-Term
Incentive Plan (‘LTIP’). Further details of the LTIP are included in the Remuneration Report
on pages 90 to 93. The LTIP is an equity-settled scheme and details of the movements in the
number of shares are shown below:
   
 
As at
As at
 
30 June 2024
30 June 2023
Outstanding at start of the year
10,325,900
8,108,854
Granted
5,138,387
5,773,421
Exercised
(474,985)
(148,858)
Expired
(1,409,441)
(2,561,969)
Forfeited
(2,670,011)
(845,548)
Outstanding at end of the year
10,909,850
10,325,900
Weighted average remaining life
0.7 years
0.8 years
Weighted average fair value for shares granted during the year (p)
63.0p
33.2p
There are five LTIP awards currently in issue during the financial year ended 30 June 2024.
   
LTIP
Vests in a single tranche in September 2024.
2021/22 award
All LTIP awards have £nil exercise price.
LTIP
Vests in a single tranche in September 2025.
2022/23 award
All LTIP awards have a £nil exercise price.
LTIP
Vests in a single tranche in September 2026.
2023/24 award
All LTIP awards have a £nil exercise price.
LTIP
Vests in two tranches. 50% in August 2024 and 50% in August 2025.
2023/24 award Employee award 1
All LTIP awards have a £nil exercise price.
LTIP
Vests is in two tranches. 50% in February 2025 and 50% in February 2026.
2023/24 award Employee award 2
All LTIP awards have a £nil exercise price.
The Rank Group Plc
Annual Report 2024
Group Overview
Strategic Report
Governance
Financial Statements
177
Notes to the financial statements
The number of LTIP awards and the fair value per share granted during the year were as
follows:
   
 
30 June 2024
30 June 2023
Number
4,980,928
5,773,421
Weighted average fair value per share
62.6p
33.2p
The fair value of the LTIP awards granted during the year is based on the market value of the
share award at the grant date less the expected value of dividends forgone. The following
table lists the inputs used in assessing the fair value of the share awards:
   
 
30 June 2024
30 June 2023
Dividend Yield (%)
4.00
2.00
Vesting period (years)
3.00
3.00
Weighted average share price
87.0p
75.9p
The number of LTIP Employee awards 1 and the fair value per share of the LTIP Employee
awards 1 granted during the period were as follows:
   
 
30 June 2024
Number
83,911
Weighted average fair value per share
84.0p
The fair value of the LTIP Employee 1 awards granted during the year is based on the market
value of the share award at the grant date less the expected value of dividends forgone. The
following table lists the inputs used in assessing the fair value of the share awards:
   
 
30 June 2024
Dividend yield (%)
4.00
Vesting period (years)
2.00
Weighted average share price
89.0p
The number of LTIP Employee awards 2 and the fair value per share of the LTIP Employee
awards 2 granted during the year were as follows:
   
 
30 June 2024
Number
73,548
Weighted average fair value per share
69.5p
The fair value of the LTIP Employee 2 awards granted during the year is based on the market
value of the share award at grant date less the expected value of dividends forgone. The
following table lists the inputs used in assessing the fair value of the share awards:
   
 
30 June 2024
Dividend yield (%)
4.00
Vesting period (years)
2.00
Weighted average share price
74.0p
To the extent that grants are subject to non-market based performance conditions, the
expense recognised is based on expectations of these conditions being met, which are
reassessed at each balance sheet date. The Group recognised a £1.1m charge (30 June 2023:
£1.1m charge) in operating profit for costs of the scheme in the current year.
178
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Group Overview
Strategic Report
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Financial Statements
Notes to the financial statements
30 Retirement benefits
Defined contribution scheme
The Group operates the Rank Group Stakeholder Pension Plan (‘the Plan’) which is externally
funded and the Plan’s assets are held separately from Group assets. During the year ended
30 June 2024, the Group contributed a total of £6.1m (year ended 30 June 2023: £5.5m) to
the Plan. There were no significant contributions outstanding at the balance sheet date in
either year.
Other pension commitment
The Group has an unfunded pension commitment relating to three former executives of the
Group. At 30 June 2024, the Group’s commitment was £3.4m (30 June 2023: £3.4m). The
Group paid £0.2m (year ended 30 June 2023: £0.2m) in pension payments during the year.
The actuarial gain arising on the commitment, resulting from the changes in assumptions
outlined below in the year was £nil (year ended 30 June 2023: £nil ) before taxation and
£nil after taxation (year ended 30 June 2023: £nil).
   
 
30 June 2024
30 June 2023
 
% p.a.
% p.a.
Discount rate
5.1
5.1
Pension increases
5.0
5.0
The obligation has been calculated using the S2 mortality tables with a 1.5% per annum
improvement in life expectancy.
31 Leases
Group as a Lessee
The Group leases various properties and equipment. Rental contracts are made for various
fixed periods ranging up to 94 years. Lease terms are negotiated on an individual basis and
contain a wide range of different terms and conditions. The lease agreements do not impose
any covenants, but leased assets may not be used as security for borrowing purposes.
In determining the lease term, management considers all facts and circumstances that create
an economic incentive to exercise an extension option. Extension options are only included
in the lease term if the lease is reasonably certain to be extended (or not terminated). The
assessment is reviewed if a significant event or a significant change in circumstances occurs
which affects this assessment and that is within the control of the Group as a lessee.
Set out below are the carrying amounts of lease liabilities and the movements during the
period:
   
   
30 June 2023
 
30 June 2024
(restated)
 
£m
£m
At the beginning of the year
169.0
181.7
Additions
1
   
Modification
18.0
19.1
Accretion of interest
5.9
6.5
Payments
1
(39.0)
(37.9)
Foreign exchange
(0.1)
(0.4)
Disposal
(0.4)
At the end of the year
153.4
169.0
Current liabilities
32.6
42.2
Non-current liabilities
120.8
126.8
Total
153.4
169.0
1. The Group restated the prior year amount in additions and payments to eliminate the dilapidation provisions of £28.7m, which
were incorrectly included.
The Rank Group Plc
Annual Report 2024
Group Overview
Strategic Report
Governance
Financial Statements
179
Notes to the financial statements
The maturity analysis of lease liabilities are disclosed below:
   
 
As at 30 June 2024
As at 30 June 2023
 
Present value of
Total
Present value of
Total
 
the minimum
minimum lease
the minimum
minimum lease
 
lease payments
payments
lease payments
payments
 
£m
£m
£m
£m
Within 1 year
32.6
38.2
42.2
49.1
After 1 year but within 2 years
31.8
36.2
25.9
30.2
After 2 years but within 5 years
52.9
60.8
60.4
70.3
After 5 years
36.1
39.5
40.5
47.2
 
153.4
174.7
169.0
196.8
Less: total future interest expenses
 
(21.3)
 
(27.8)
Present value of lease liabilities
 
153.4
 
169.0
The following are the amounts recognised in the Group income statement:
   
 
Year ended
Year ended
 
30 June 2024
30 June 2023
 
£m
£m
Depreciation expense of right-of-use assets
14.1
20.9
Interest expense on lease liabilities
5.9
6.5
Total amount recognised in the income statement
20.0
27.4
The Group has several lease contracts that include extension and termination options. These
options are negotiated by management to provide flexibility in managing the leased-asset
portfolio and align with the Group’s business needs. Management exercises significant
judgement in determining whether these extension and termination options are reasonably
certain to be exercised.
Group as a lessor
The Group is party to a number of leasehold property contracts. Where appropriate the Group
will sub-let properties which are vacant, in order to derive finance lease income which is
shown net of lease costs. Lease income as at 30 June 2024 from lease contracts in which the
Group sub-lets certain property space is £1.8m (year ended 30 June 2023: £1.7m).
Future minimum rentals receivable under non-cancellable operating leases as at 30 June are
as follows:
   
 
As at
As at
 
30 June 2024
30 June 2023
 
Total minimum
Total minimum
 
lease payments
lease payments
 
£m
£m
Within 1 year
3.0
2.6
After 1 year but within 2 years
0.8
0.9
After 2 years but within 5 years
1.0
1.0
After 5 years
1.5
1.7
Total
6.3
6.2
Capital commitments
At 30 June 2024, the Group has contracts placed for future capital expenditure of £8.5m
(30 June 2023: £6.2m).
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The Rank Group Plc
Annual Report 2024
Group Overview
Strategic Report
Governance
Financial Statements
32 Contingent liabilities and contingent assets
Contingent liabilities
Group
Property arrangements
The Group has certain property arrangements under which rental payments revert to the
Group in the event of default by the third party. At 30 June 2024, it is not considered probable
that the third party will default. As such, no provision has been recognised in relation to these
arrangements. If the third party were to default on these arrangements, the obligation for the
Group would be £0.8m on a discounted basis.
Legal and regulatory landscape
Given the nature of the legal and regulatory landscape of the industry, from time to time the
Group receives notices and communications from regulatory authorities and other parties in
respect of its activities and is subject to compliance assessments of its licensed activities.
The Group recognises that there is uncertainty over any fines or charges that may be levied
by regulators as a result of past events and depending on the status of such reviews, it
is not always possible to reliably estimate the likelihood, timing and value of potential
cash outflows.
Disposal claims
As a consequence of historic sale or closure of previously owned businesses, the Group may
be liable for legacy industrial disease and personal injury claims alongside any other directly
attributable costs. The nature and timing of these claims is uncertain and depending on
the result of the claim’s assessment review, it is not always possible to reliably estimate the
likelihood, timing and value of potential cash outflow.
Contingent consideration
On 21 April 2022, the Group completed the purchase of the remaining 50% shareholding of
Rank Interactive Limited (formerly known as Aspers Online Limited) for a total consideration
£1.3m. Of this consideration, £0.5m was paid in cash on completion in lieu of the outstanding
loan balance the Company owed to the seller and £0.8m in contingent consideration.
The contingent consideration will be equivalent to a percentage of the net gaming revenue
generated from the acquired customer database. A present value of £0.8m was recognised at
30 June 2022.
The Group settled £0.4m of the contingent consideration leaving a balance of £0.4m on
30 June 2023.
At 30 June 2024, the Group settled a further £0.1m of the contingent consideration leaving a
balance of £0.3m.
Contingent Assets
There are no contingent assets requiring disclosures at 30 June 2024.
Company
Disposal claims
As a consequence of historic sale or closure of previously owned businesses, the Group may
be liable for legacy industrial disease and personal injury claims alongside any other directly
attributable costs. The nature and timing of these claims is uncertain and depending on
the result of the claim’s assessment review, it is not always possible to reliably estimate the
likelihood, timing and value of potential cash outflow.
Guarantees
At 30 June 2024, the Company has made guarantees to subsidiary undertakings of £42.2m
(30 June 2023: £45.0m).
33 Related party transactions
Group
Details of compensation paid to key management are disclosed in note 28.
Entities with significant influence over the Group
Guoco Group Limited (‘Guoco’), a company incorporated in Bermuda, and listed on The
Stock Exchange of Hong Kong Limited, has a controlling interest in The Rank Group Plc. The
ultimate parent undertaking of Guoco is GuoLine Capital Assets Limited (‘GuoLine’) which
is incorporated in Jersey. At 30 June 2024, entities controlled by GuoLine owned 60.3% (30
June 2023: 57.4%) of the Company’s shares, including 56.2% (30 June 2023: 53.3%) through
Guoco’s wholly-owned subsidiary, Rank Assets Limited, the Company’s immediate parent
undertaking. For further information see page 110
Company
The following transactions with subsidiaries occurred in the year:
 
Year ended
Year ended
 
30 June 2024
30 June 2023
 
£m
£m
Interest payable to subsidiary undertaking
(37.9)
(33.7)
During the year, Rank Group Finance Plc, a subsidiary of the Company, received cash from
the Company of £nil (year ended 30 June 2023: received cash of £nil).
34 Loss on disposal of Passion Gaming
The Group completed the sale of Passion Gaming to its founders on 26 June 2024.
The major classes of assets and liabilities disposed relating to Passion Gaming for the period
ending 26 June 2024 was as follows:
 
£m
Intangible fixed assets
0.1
Property, plant and equipment
0.1
Other receivables
0.1
Cash
1.0
Total assets
1.3
Trade and other payables
(0.7)
Total liabilities
(0.7)
Net assets disposed
0.6
Consideration received
(0.2)
Loss on disposal - SDI
0.4
The consideration received on the date of disposal of Passion Gaming was £0.2m and, net of
cash and cash equivalents disposed, there was a net outflow of £(0.8)m.
SDIs
Exceptional items charged to loss from continuing operations are set out below:
 
£m
Loss on disposal
0.4
Exchange losses transferred to income statement on disposal
0.1
Total SDIs
0.5
Year ended
30 June 2024
£m
Year ended
30 June 2023
(restated)
£m
Year ended
30 June 2022
(restated)
£m
Year ended
30 June 2021
(restated)
£m
Year ended
30 June 2020
£m
Continuing operations
Revenue
734.7
681.9
644.0
329.6
629.7
Operating profit (loss) before separately disclosed items
46.3
18.5
36.0
(85.4)
49.1
Separately disclosed items
(16.9)
(128.9)
42.3
(8.4)
(27.6)
Group operating profit (loss)
29.4
(110.4)
78.3
(93.8)
21.5
Total net financing charge
(13.9)
(12.9)
(7.8)
(14.4)
(8.1)
Profit (loss) before taxation
15.5
(123.3)
70.5
(108.2)
13.4
Taxation
(3.5)
27.2
(16.6)
10.4
(5.2)
Profit (loss) after taxation from continuing operations
12.0
(96.1)
53.9
(97.8)
8.2
Discontinued operations
0.2
0.3
8.8
24.9
1.2
Profit (loss) for the year
12.2
(95.8)
62.7
(72.9)
9.4
Basic earnings (loss) per ordinary share
5.9p
1.1p
4.0p
(20.5)p
7.0p
Total ordinary dividend (including proposed) per ordinary share
0.85p
0.00p
0.00p
0.00p
2.80p
Group funds employed
Intangible assets, property, plant and equipment and right-of-use assets
623.0
618.4
708.3
750.6
810.7
Provisions
(36.8)
(39.0)
(12.5)
(21.4)
(18.9)
Other net liabilities
(114.7)
(78.9)
(105.5)
(111.3)
(128.4)
Total funds employed at year-end
471.5
500.5
590.3
617.9
663.4
Financed by
Ordinary share capital and reserves
339.0
325.6
421.2
360.3
365.9
Net debt
132.5
174.9
169.1
257.6
297.5
471.5
500.5
590.3
617.9
663.4
Average number of employees (000s)
7.6
7.2
7.6
7.9
8.4
Details of dividends paid and payable to equity shareholders are disclosed in note 8.
Five year review
The Rank Group Plc
Annual Report 2024
Group Overview
Strategic Report
Governance
Financial Statements
181
2024/25 financial calendar
Record date for 2023/24
final dividend
20 September
2024
Annual general meeting
and trading update
17 October
2024
Payment date for 2023/24
final dividend
25 October
2024
Interim results
announcement
30 January
2025
Annual General Meeting
The 2024 Annual General Meeting (‘AGM’)
will be held on 17 October 2024, providing
a valuable opportunity for communication
between the Board and shareholders.
Further details on how shareholders will be
able to participate in the meeting will be
detailed as part of the AGM notice.
Shareholders will be invited to vote on the
formal resolutions contained in the AGM
notice, which will be published at least
20 working days before the AGM. The full
text of notice of the meeting, together
with explanatory notes, will be set out in a
separate document at www.rank.com. If a
shareholder has chosen paper information,
the notice will be enclosed with their hard
copy of this Annual Report. Shareholders
wishing to change their election may do so
at any time by contacting the Company’s
registrar, details of which can be found
below and on our website at www.rank.com.
Shareholders may use electronic means
to vote, or appoint a proxy to vote on their
behalf, at the annual and other general
meetings of the Company.
Following the meeting, the business
presentation, voting results and a summary
of the questions and answers are made
available at www.rank.com, or in printed
format on request.
Registrar
All administrative enquiries relating to
shares should in the first instance be
directed to the Company’s registrar,
Equiniti Limited.
Equiniti provide a range of services to
shareholders.
Extensive information including many
answers to frequently asked questions can
be found online.
Use the QR code to register for free at
www.shareview.co.uk
Equiniti’s registered address is:
Aspect House, Spencer Road, Lancing,
West Sussex, BN99 6DA.
Shareview
The Shareview portfolio service from the
Company’s registrar gives shareholders
more control of their Rank shares and other
investments including:
Direct access to data held for them on
the share register including recent share
movements and dividend details;
A recent valuation of their portfolio; and
A range of information and practical
help for shareholders including how they
can elect to receive communications
electronically
Use the QR code above to register for free at
www.shareview.co.uk
Shareholders will need the shareholder
reference printed on their proxy form
or dividend stationery. To register
for a Shareview Portfolio, go to
www.
shareview.co.uk
and enter the requested
information. It is important that you register
for a Shareview Portfolio with enough
time to complete the registration and
authentication processes.
Payment of dividends
The Company does not operate a dividend
re-investment plan. Shareholders may find
it more convenient to make arrangements
to have dividends paid directly to their bank
account. The advantages of this are that the
dividend is credited to a shareholder’s bank
account on the payment date, there is no
need to present cheques for payment and
there is no risk of cheques being lost in the
post.
To set up a dividend mandate or to change
an existing mandate please contact Equiniti
Limited, our registrar, whose contact details
are above. Alternatively, shareholders who
use Equiniti’s Shareview can log on to
www.shareview.co.uk
and follow the online
instructions
Shareholder information
A wide range of information for
shareholders and investors is available in
the Investors area of the Rank corporate
website, www.rank.com.
Frequently asked questions
We have a shareholder ‘frequently asked
questions’ section on our website which
provides answers to many questions:
www.rank.com/en/investors/shareholder-
centre/faqs.html
Capital gains tax
For the purpose of calculating UK capital
gains tax on a disposal of ordinary shares
in the Company held since 31 March 1982
(including shares held in the predecessor
company, The Rank Organisation Plc), the
price of the Company’s ordinary shares at
that date was 190p per share. This price
should be adjusted for the effects of the
rights issue in January 1990, the enhanced
share alternative in July 1993, the sub-
division and consolidation of shares in
March 1994, the enhanced scrip dividend in
March 1998, and the 18 for 25 sub-division
and share consolidation (aligned with the
65p special dividend payment) which took
place in March 2007. More information
regarding these adjustments is available on
www.rank.com.
Shareholder security
We are aware that shareholders can on
occasion receive unsolicited telephone
calls concerning their Rank shares. These
communications tend to be from overseas-
based ‘brokers’ who offer a premium price
for your Rank shares but ask you to make an
upfront payment, typically in the form of an
insurance bond. We recommend that before
paying any money you:
Obtain the name of the person and firm
contacting you;
Check the FCA register at https://register.
fca.org.uk to ensure they are authorised;
Use the details on the FCA register to
contact the firm;
Call the FCA Consumer Helpline on
0800 111 6768 (freephone) if there are no
contact details on the FCA register or you
are told they are out of date; and
Search the FCA’s list of unauthorised
firms and individuals to avoid doing
business with: www.fca.org.uk/
consumers/unauthorised-firms-
individuals
If you use an unauthorised firm to buy or
sell shares or other investments, you will not
have access to the Financial Ombudsman
Service or Financial Services Compensation
Scheme (‘FSCS’) if things go wrong.
Below, please find the link to the FCA’s
website which gives information on scams
and swindles, which shareholders may
find helpful:
www.fca.org.uk/consumers/
protect-yourself-scams
Further information on fraud can be found
at
www.actionfraud.police.uk
Action Fraud’s helpline is 0300 123 2040.
We recommend that you report any
attempted share frauds to the authorities,
since providing information with regard
to how the fraudsters have contacted and
dealt with you will assist the authorities
in understanding the fraudsters’ way of
operating so as to enable them to disrupt
and prevent these activities and prosecute
them.
ShareGift
Shareholders with a very small number
of shares, the value of which may make it
uneconomical to sell, may wish to consider
donating them to charity through ShareGift,
a registered charity administered by The Orr
Mackintosh Foundation.
Further information about ShareGift is
available at
www.sharegift.org
or by
writing to:
ShareGift
PO Box 72253
London SW1P 9LQ
Tel: 020 7930 3737
For any other information please contact the
following persons at our registered office:
Brian McLelland,
Interim Company Secretary
Sarah Powell,
Director of Investor Relations & ESG
Registered office
The Rank Group Plc,
TOR, Saint-Cloud Way,
Maidenhead SL6 8BN
Tel: 01628 504 000
The Rank Group Plc
Registered in England and Wales
Company number: 03140769
Shareholder information
182
The Rank Group Plc
Annual Report 2024
Group Overview
Strategic Report
Governance
Financial Statements
For more information, visit our website.
www.rank.com
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The Rank Group Plc
Annual Report 2024
Group Overview
Strategic Report
Governance
Financial Statements
183
The Rank Group Plc
TOR
Saint-Cloud Way
Maidenhead
SL6 8BN
Tel: 01628 504 000
www.rank.com
Company registration number:
03140769